Common use of Prepayment Clause in Contracts

Prepayment. Notwithstanding anything to the contrary contained in this Note, so long as the Borrower has not received a Notice of Conversion from the Holder, then at any time during the period beginning on the Issue Date and ending on the date which is one hundred twenty (120) days following the date hereof, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal to 150%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time during the period beginning on the date which is one hundred twenty-one (121) days from the issue date and ending one hundred eighty (180) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Second Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 175%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. After the expiration of one hundred eighty (180) days following the date of the Note, the Borrower shall have no right of prepayment.

Prepayment. Notwithstanding anything to the contrary contained Except as otherwise expressly stated in this Note, so long as the Borrower has not received a Notice of Conversion from the Holder, then at any time during the period beginning on the Issue Date Articles 2 and ending on the date which is one hundred twenty (120) days following the date 3 hereof, the Borrower shall have the right, exercisable on upon not less than three thirty (330) Trading Days days prior written notice to the Holder of the Note to Lender, Borrower may prepay the outstanding Note (principal Loan and accrued interest)any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, in full, in accordance with this Section 1.9. Any notice upon payment of a prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment fee (the “Optional Prepayment DateFee”)) equal to, the Borrower shall make payment of the Optional as applicable, (i) for any Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day Date occurring prior to the Optional Seventh (7th) Loan Year, the Yield Maintenance Amount, (ii) for any Prepayment Date occurring on or after the date set forth in clause (i) above, but prior to the eighth (8th) Loan Year, two percent (2.0%) of the amount of Principal Balance being prepaid on such Prepayment Date; and (iii) for any Prepayment Date occurring on or after the date set forth in clause (ii) above, but prior to the ninth (9th) Loan Year, one percent (1.0%) of the amount of Principal Balance being prepaid on such Prepayment Date. If the Borrower exercises its right to prepay the NoteThereafter, the Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal to 150%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time during the period beginning on the date which is one hundred twenty-one (121) days from the issue date and ending one hundred eighty (180) days following the issue date, the Borrower shall have the right, exercisable on upon not less than three thirty (330) Trading Days days’ prior written notice to Lender, Borrower may prepay the Holder Loan and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, without Prepayment Fee. The Prepayment Fee shall be due and payable upon any acceleration or prepayment of the Note Loan, whether voluntary, involuntary, as a result of, or otherwise in connection with, a Creditors’ Rights Law proceeding or upon occurrence of an Event of Default, and Lender shall not be obligated to prepay accept any prepayment unless it is accompanied by all accrued interest due under the outstanding Note (principal Loan Documents and accrued interestall other Obligations of Borrower due under the Loan Documents, together with an amount equal to the applicable Prepayment Fee. Such amounts may be applied by Lender in such order and priority as Lender shall determine. The parties hereto acknowledge and agree that the damages that Xxxxxx would suffer as a result of the Loan being prepaid are difficult or impossible to ascertain and, therefore, agree that the aforesaid Prepayment Fee is a reasonable approximation of such damages and does not constitute a penalty. Xxxxxx is not obligated hereunder or under any of the other Loan Documents to re-advance to Borrower any sums prepaid by Xxxxxxxx, whether prepaid voluntarily or involuntarily. If for any reason Borrower prepays the Loan on a date other than a Payment Date, Borrower shall also pay to Lender, in addition to any other amounts required under this Section 2.3(d), in full, in accordance with this Section 1.9. Any notice of all interest which would have accrued on the prepayment hereunder amount from the Prepayment Date until (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2but not including) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment next succeeding Payment Date”), the Borrower shall make payment of the Second Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 175%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. After the expiration of one hundred eighty (180) days following the date of the Note, the Borrower shall have no right of prepayment.

Prepayment. On any installment payment date additional payments may be made to be credited to principal. Xxxxxxxx agrees to a prepayment premium of five percent (5.0%) of any additional principal amount paid in year one; four percent (4%) in year two three percent (3.0%) in year three; two percent (2.0%) in year four, and one percent (1.0%) in year five. After the fifth year Borrower shall have the right to make any prepayment of principal without a premium cost. Prepayments shall be credited to installments of principal in the inverse order of their maturity. Monthly payments shall not be reduced as a result of any prepayments. To the extent permitted by law, the foregoing prepayment premium shall be payable regardless of whether the loan is prepaid voluntarily or involuntarily. Any prepaid amounts specified in a notice of prepayment, as aforesaid, shall become due and payable at the time provided in said notice. Xxxxxxxx agrees that if, and as often as, this Note is placed in the hands of an attorney for collection or to defend or enforce any of the Lender’s rights hereunder or under any instrument securing payment of this Note, Borrower shall pay the Lender its reasonable attorneys’ fees and all court costs and other expenses incurred in connection therewith. It is expressly understood that time is of the essence of this Note, and if the Borrower shall fail to pay, within ten (10) days of when due, any amount payable under the provisions of this Note or fail to perform any other obligation to the Lender, or upon the occurrence of an Event of Default under the Agreement such event shall constitute a default hereunder (any of the foregoing being hereinafter referred to as “Default”). Upon Default (i) this Note and all other liabilities together with all accrued but unpaid interest hereon and thereon, at the option of the Lender, and without notice, demand or presentment, or notice of intent to accelerate to the Borrower or any other person or party, unless specifically provided in the Agreement, may be declared, and thereupon immediately shall become, due and payable; and (ii) the Lender may exercise, from time to time, any and all other rights, remedies and recourses now or hereafter existing in equity, at law, herein or under the Agreement, any other Loan Documents between Borrower and Lender, by virtue of statute or otherwise, including but not limited to, all rights and remedies available to it under the Uniform Commercial Code as in effect from time to time in the State of Oklahoma as the Lender may elect, and the right to foreclose any and all liens and security interests securing this Note. Notwithstanding anything herein or in the Agreement to the contrary, this Note and all other liabilities of Borrower to Lender, at the option of Lender, may be accelerated, without notice or demand of any kind in the event Borrower fails to make when due any payments to Lender as required herein or in the Agreement. The invalidity, or unenforceability in particular circumstances, of any provision of this Note shall not extend beyond such provision or circumstances, and no other provision of this instrument shall be affected thereby. Borrower expressly stipulates and agrees that it is the intent of Borrower and Lender at all times to comply with applicable state law or applicable United States federal law (to the extent that it permits Lender to contract for, charge, take, reserve, or receive a greater amount of interest than under state law) and that this section shall control every other covenant and agreement in this Note and the other Loan Documents. If the applicable law (state or federal) is ever judicially interpreted so as to render usurious any amount called for under the Note or under any of the other Loan Documents, or contracted for, charged, taken, reserved, or received with respect to the Note, or if Lender’s exercise of the option to accelerate the maturity of the Note, or if any prepayment by Borrower results in Borrower having paid any interest in excess of that permitted by applicable law, then it is Borrower’s and Lender’s express intent that all excess amounts theretofore collected by Lender shall be credited on the principal balance of the Note (or, if the Note has been or would thereby be paid in full, refunded to Borrower), and the provisions of the Note and the other Loan Documents immediately shall be deemed reformed and the amounts thereafter collectible hereunder and thereunder reduced, without the necessity of the execution of any new documents, so as to comply with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for hereunder or thereunder. All sums paid or agreed to be paid to Lender for the use, forbearance, or detention of the loan proceeds evidenced by the Note shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term of the Note until payment in full so that the rate or amount of interest on account of the Note does not exceed the maximum rate permitted under applicable law from time to time in effect and applicable to the Note for so long as the Note is outstanding. Notwithstanding anything to the contrary contained herein or in any of the other Loan Documents, it is not the intention of Lender to accelerate the maturity of any interest that has not accrued at the time of such acceleration or to collect unearned interest at the time of such acceleration. This Note, to the extent of the full face amount hereof, evidences indebtedness of Borrower to Lender. This Note is issued by the Borrower as part of a commercial transaction and no part of this loan is for a personal use. Borrower hereby consents to the jurisdiction and/or venue of any state, district court or federal district court within the State of Oklahoma, as Lender may elect with respect to any action involving this Note. BORROWER HEREBY VOLUNTARILY, so long AND KNOWINGLY, IRREVOCABLY, AND UNCONDITIONALLY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) BETWEEN THE BORROWER AND XXXXXX XXXXXXX OUT OF OR IN ANY WAY RELATED TO THIS NOTE OR ANY OTHER RELATED LOAN DOCUMENT. Borrower stipulates and agrees that the Lender may, at its sole discretion, assign this Note to any such person it may select, upon such terms and conditions as it may deem appropriate, and that such assignee shall thereafter become the holder of this Note and shall be entitled to enforce all rights, remedies, and other benefits which shall or may inure to the benefit of the Lender. Borrower further stipulates, represents and agrees that this instrument evidences the valid, enforceable, and binding obligation of the Borrower has not received a Notice of Conversion from the Holder, then at any time during the period beginning on the Issue Date and ending on the date which is one hundred twenty (120) days following the date hereof, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, Lender in accordance with this Section 1.9. Any notice the terms and provisions hereof, without any defense (as of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three this Note) to the enforcement thereof, whether denominated as affirmative defense, offset, counterclaim, or otherwise, and whether at law or in equity. Borrower hereby waives all defenses (3) Trading Days from existing as of the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to this Note and/or based upon acts or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day omissions occurring prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the date of this Note, the Borrower shall make payment ) to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal to 150%, multiplied by the sum of: (w) the then outstanding principal amount enforcement of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time during the period beginning on the date which is one hundred twenty-one (121) days from the issue date and ending one hundred eighty (180) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Second Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 175%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. After the expiration of one hundred eighty (180) days following the date of the Note, the Borrower shall have no right of prepayment.

Prepayment. Notwithstanding anything to the contrary contained in this Note(a) At its option, so long as the Borrower has not received may prepay all or a Notice of Conversion from the Holder, then at any time during the period beginning on the Issue Date and ending on the date which is one hundred twenty (120) days following the date hereof, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder portion of the Note to prepay outstanding Advances by paying the outstanding Note entire principal balance (principal and accrued interestor such portion thereof), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal to 150%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) all accrued and unpaid interest on the unpaid principal amount of this Note thereon, together with a prepayment charge equal to the Optional Prepayment Date plus following percentage of the Advance amount being prepaid: with respect to each Advance (y) Default Interestother than the Advances being prepaid in connection with the Second Amendment Prepayment), if anysuch Advance amounts are prepaid in any of the first twelve (12) months following the Second Amendment Effective Date, on 3.00%; after twelve (12) months but prior to twenty-four (24) months following the amounts referred to in clauses Second Amendment Effective Date, 2.00%; and after twenty-four (w24) and months following the Second Amendment Effective Date, 1.00% (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereofeach, a “Prepayment Charge”). If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time during Borrower elects to make a prepayment, and at such time, there are outstanding Advances under multiple Tranches, the period beginning on Prepayment Charge shall be determined by applying the date which is one hundred twenty-one amount of such prepayment in the following order: first, to the outstanding principal amount (121and accrued but unpaid interest thereon) days from of Advances outstanding under the issue Tranche with the latest initial funding date; second, to the outstanding principal amount (and accrued but unpaid interest thereon) of Advances outstanding under the Tranche with the next latest initial funding date and ending one hundred eighty so on until the entire principal balance of all Advances made hereunder (180and all accrued but unpaid interest thereon) days following is paid in full. Borrower agrees that the issue date, Prepayment Charge is a reasonable calculation of the Lenders’ lost profits in view of the difficulties and impracticality of determining actual damages resulting from an early repayment of the Advances. Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (amount of all principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of interest through the prepayment hereunder (an “Optional date and the Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Second Optional Prepayment Amount (as defined below) to or Charge upon the order occurrence of a Change in Control or any other prepayment hereunder. Notwithstanding the Holder as specified by foregoing, Agent and the Holder Lenders agree to waive the Prepayment Charge if Agent and the Lenders (in their sole and absolute discretion) agree in writing to refinance the Borrower at least one (1) business day Advances prior to the Optional Prepayment Term Loan Maturity Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 175%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. After the expiration of one hundred eighty (180) days following the date of the Note, the Borrower shall have no right of prepayment.

Prepayment. Notwithstanding anything 5.1 Subject to the contrary contained completion of Jato's IPO, Jato shall prepay Qwest, within ten (10) business days after Jato's IPO, sixteen million dollars ($16,000,000.00) (the "Prepayment Amount") to be applied against the purchase of Qwest Services under the Wholesale Agreement and IP Agreement (and any other Qwest Service Agreement(s) between the Parties), calculated as having a value of twenty-five million dollars ($25,000,000.00) over the Initial Term. Qwest shall not be liable to pay Jato any accrued interest on the Prepayment Amount, provided however, that interest shall accrete on the Outstanding Prepayment Balance Amount monthly (the "Accretion Interest"), such Accretion Interest shall be calculated at an annual accretion rate of *** percent (the "Accretion Rate"), and be added to the Prepayment Amount. Accretion will not commence until after Qwest receives the Prepayment Amount. Upon Qwest calculating Jato's monthly interest accretion, Qwest shall invoice Jato monthly for Jato's use of the Qwest Services and, upon thirty (30) days after the date of such invoice, decrease the Prepayment Amount by the undisputed amount of Qwest's invoice. Pursuant to Section 4 herein, any undisputed shortfall charges or early termination fees set forth in this NoteMaster Agreement or any Qwest Agreement may be applied against and drawn down from the Prepayment Amount, so long as the Borrower has not received a Notice of Conversion from the Holder, then at any time during the period beginning on the Issue Date and ending on the date which is one hundred twenty Qwest gives Jato thirty (12030) calendar days following the date hereof, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice and other detailed written documentation supporting such charges or fees. So long as the Prepayment Amount has not been fully drawn down by Qwest, Qwest shall not be entitled to: (i) suspend the Qwest Services or terminate the Qwest Agreements for non-payment of any invoices; or (ii) request additional security pursuant to the Holder Section 6.3 of the Note to prepay the outstanding Note (principal ***Text Omitted and accrued interestFiled Separately Confidential Treatment Requested Under 17 C.F.R. SECTIONS 200.80(b)(4), in full200.83 and 240.24b-2 DJS/Jato Page 4 of 6 02/09/00 QWEST CONFIDENTIAL Wholesale Agreement. Once the Prepayment Amount has been fully exhausted, Jato shall be responsible for paying its Qwest invoices in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder "payment" sections of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal to 150%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time during the period beginning on the date which is one hundred twenty-one (121) days from the issue date and ending one hundred eighty (180) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Second Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 175%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. After the expiration of one hundred eighty (180) days following the date of the Note, the Borrower shall have no right of prepaymentQwest Agreements.

Prepayment. Notwithstanding anything The principal balance of this Note may not be prepaid, in whole or in part, prior to January 1, 2000. Commencing on January 1, 2000 and at any time thereafter, provided no default exists under the contrary contained in Mortgage or under this Note, so long as the Borrower has principal balance of the Note may be prepaid in whole, but not received a Notice of Conversion from the Holderin part, then at any time during the period beginning on the Issue Date and ending on the date which is one hundred twenty (120) days following the date hereoffirst day of any calendar month, the Borrower shall have the right, exercisable on upon not less than three thirty (330) Trading Days days or more than forty five (45) days prior written notice to (the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional "Prepayment Notice”") shall by certified mail to Payee specifying the date (the "Prepayment Date") on which prepayment is to be delivered to the Holder made. Upon any prepayment of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the this Note, and whether voluntary or involuntary, including, without limitation, any prepayment as a result of acceleration or prepayment by court order or trustee sale, Maker shall pay to Payee (2a) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal to 150%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) all interest accrued and unpaid interest on the unpaid principal amount balance of this Note to and including the Optional Prepayment Date plus Date, (yb) Default Interestall other sums due under the Mortgage, this Note or the Other Security Documents and (c) a prepayment premium (the "Premium") in an amount equal to the greater of (i) one percent (1%) of the principal balance of this Note outstanding after the application of the Monthly Payment, if any, due on such Prepayment Date or (ii) the product of (A) a fraction whose numerator is an amount equal to the portion of the principal balance of the Debt being prepaid and whose denominator is the entire outstanding principal balance of the Debt on the amounts referred date of such prepayment, multiplied by (B) an amount equal to in clauses (w) and the remainder obtained by subtracting (x) plus (z) any amounts owed an amount equal to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder entire outstanding principal balance of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time during the period beginning on the date which is one hundred twenty-one (121) days from the issue date and ending one hundred eighty (180) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder Debt as of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of such prepayment which shall be not more than three from (3y) Trading Days from the present value as of the date of the Optional Prepayment Notice. On the date fixed for such prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Second Optional Prepayment Amount (as defined below) to or upon the order remaining scheduled payments of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 175%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to entire Debt (including any ballon payment) determined by discounting such payments at the Optional Prepayment Date plus Discount Rate (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4(g) hereofhereinafter defined). If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder The calculation of the Note within two Premium shall be made by Payee (2) business days following or the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. After the expiration of one hundred eighty (180) days following the date then holder of the NoteDebt, the Borrower shall have no right of prepaymentas applicable), and shall, absent manifest error, be final, conclusive and binding upon all parties.

Prepayment. Notwithstanding anything to the contrary contained in this Note, so long as the Borrower has not received a Notice of Conversion from the Holder, then at any time during the period beginning periods set forth on the Issue Date table immediately following this paragraph (the “Prepayment Periods”) or as otherwise agreed to between the Borrower and ending on the date which is one hundred twenty (120) days following the date hereofHolder, the Borrower shall have the right, exercisable on not less more than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.91.7. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to Holder, or upon the order direction of the Holder as specified by the Holder in a writing to the Borrower (which shall direction to be sent to Borrower by the Holder at least one (1) business day prior to the Optional Prepayment Date). If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash equal to the percentage (the “Optional Prepayment AmountPercentage”) equal to 150%, multiplied by as set forth in the sum of: (w) table immediately following this paragraph opposite the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional applicable Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time during the period beginning on the date which is one hundred twenty-one (121) days from the issue date and ending one hundred eighty (180) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Second Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 175%Period, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4(g) hereof. If 1.4 hereof (the Borrower delivers an “Optional Prepayment Notice Amount”). Prepayment Period Prepayment Percentage The period beginning on the Issue Date and fails to pay ending on the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. After the expiration of date which is one hundred eighty (180) days following the date Issue Date. 110 % After the expiration of the NotePrepayment Period set forth above, the Borrower may submit an Optional Prepayment Notice to the Holder. Upon receipt by the Holder of the Optional Prepayment Notice post Prepayment Periods, the prepayment shall have no right of prepaymentbe subject to the Holder’s and the Borrower’s agreement with respect to the applicable Prepayment Percentage. Notwithstanding anything contained herein to the contrary, the Holder’s conversion rights herein shall not be affected in any way until the Note is fully paid (funds received by the Holder) pursuant to an Optional Prepayment Notice.

Prepayment. Notwithstanding anything to the contrary contained in this Note, so long as the Borrower has not received a Notice of Conversion from the Holder, then at any time during the period beginning on the Issue Date and ending on the date which is one hundred twenty (120a) days following the date hereof, the The Borrower shall have the rightright at any time and from time to time to prepay any Borrowing, exercisable on not less than in whole or in part, upon at least three (3) Trading Days Business Days’ prior written or fax notice to (or telephone notice promptly confirmed by written or fax notice) in the Holder case of the Note to prepay the outstanding Note Eurodollar Loans, or written or fax notice (principal and accrued interest), in full, in accordance with this Section 1.9. Any or telephone notice of prepayment hereunder (an “Optional Prepayment Notice”promptly confirmed by written or fax notice) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day Business Day prior to the Optional Prepayment Date. If date of prepayment in the Borrower exercises its right case of ABR Loans, to prepay the NoteAdministrative Agent before 12:00 p.m., New York City time; provided, however, that (i) each partial prepayment shall be in an amount that is an integral multiple of $100,000 and not less than $1,000,000, and (ii) with respect to each such optional prepayment of the Construction Loans (or, after Term-Conversion, the Term Loans), the Borrower shall make payment pay to the Holder Administrative Agent, for the benefit of an amount in cash (the “Optional Prepayment Amount”) equal to 150%Term Lenders, multiplied by the sum of: of (wi) the then outstanding principal amount of this Note plus such prepayment, (xii) if such prepayment is on or before the fifth (5th) anniversary of the Closing Date and to the extent such prepayment is of or relates to the Construction Loans or the Term Loans, the Call Premium and (iii) accrued and unpaid interest on the unpaid principal amount of this Note thereon to the Optional Prepayment Date plus (y) Default Interestdate of prepayment; provided further that, if anythe Construction Loans (or, on after Term-Conversion, the amounts referred to Term Loans) are prepaid in clauses full, then each of the Backstop LC Lenders (wor the Controlling Party) and the Revolving Credit Lenders (xor the Controlling Party) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time during the period beginning on the date which is one hundred twenty-one (121) days from the issue date and ending one hundred eighty (180) days following the issue date, the Borrower shall have the rightright to cancel the Backstop LC Facility and/or the Revolving Credit Facility and require the Borrower to prepay all outstanding Backstop LC Loans and/or Revolving Loans thereunder, exercisable on return for cancellation all Backstop Letters of Credit and/or Revolving Letters of Credit (or cash collateralize all such Letters of Credit not less than three (3) Trading Days prior written notice so returned for cancellation at 102.5% of the stated amount thereof pursuant to a cash collateral agreement reasonably satisfactory to the Holder of Controlling Party and the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Second Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 175%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (wIssuing Bank) and (x) plus (z) any all other amounts owed to the Holder pursuant to Section 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice due and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. After the expiration of one hundred eighty (180) days following the date of the Note, the Borrower shall have no right of prepaymentpayable in connection therewith.

Prepayment. Notwithstanding anything At any time prior to the contrary contained in date that an Event of Default occurs under this Note, so long as Note (the Borrower has not received a Notice of Conversion from the Holder, then at any time during the period beginning on the Issue Date and ending on the date which is one hundred twenty (120) days following the date hereof“Prepayment Period”), the Borrower shall have the right, exercisable on not less than three one (31) Trading Days Day prior written notice to the Holder of the Note Note, to prepay the outstanding Principal Amount and interest then due under this Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three one (31) Trading Days Day from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) amounts designated below to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment DateBorrower. If the Borrower exercises its right to prepay the NoteNote in accordance with this Section 1.9, the Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal to 150%, multiplied by the sum of: (w) 100% multiplied by the Principal Amount then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note Principal Amount to the Optional Prepayment Date plus (y) Default Interest$750.00 to reimburse Holder for administrative fees. Upon confirmation by Holder that the prepayment has been received by the Holder and that all amounts outstanding under this Note are paid in full, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed Holder shall return the Second Commitment Shares back to the Holder pursuant Company’s treasury, subject to Sections 1.3 and 1.4(g) hereofthe terms of this Note. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount applicable prepayment amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Dateas provided in this Section 1.9, then the Borrower shall forever forfeit its right to prepay any part of the Note pursuant to this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time during the period beginning on the date which is one hundred twenty-one (121) days from the issue date 1.9 and ending one hundred eighty (180) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note shall no longer be required to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of return the Second Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing Commitment Shares to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 175%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) under any amounts owed to the Holder pursuant to Section 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. After the expiration of one hundred eighty (180) days following the date of the Note, the Borrower shall have no right of prepaymentcircumstances.

Prepayment. Notwithstanding anything The principal amount of any Base Rate Advance may be prepaid in full or ratably in part at any time, without penalty and without regard to the contrary contained in this NotePayment Date for such Advance. LIBOR Advances may be prepaid prior to the applicable Payment Date, so long as the Borrower has not received a Notice of Conversion from the Holder, then at any time during the period beginning on the Issue Date and ending on the date which is one hundred twenty (120) days following the date hereof, the Borrower shall have the right, exercisable on not less than upon three (3) Trading Days Business Days' prior written notice, or telephonic notice followed immediately by written notice, to the Holder of the Note to prepay the outstanding Note (principal and accrued interest)Administrative Agent; PROVIDED, in fullHOWEVER, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right shall reimburse the Lenders and the Administrative Agent, on demand by the applicable Lender or the Administrative Agent, for any loss or out-of-pocket expense incurred by any Lender or the Administrative Agent in connection with such prepayment, as set forth in Section 2.10 hereof; PROVIDED FURTHER, HOWEVER, that Borrower's failure to prepay confirm any telephonic notice with a written notice, shall not invalidate any notice so given if acted upon by the Note, and (2) the date of Administrative Agent. Any prepayment which hereunder shall be in amounts of not more less than three (3) Trading Days from $500,000 and in integral multiples of $100,000. Amounts prepaid pursuant to this Section 2.7 may be reborrowed, subject to the terms and conditions hereof. Amounts prepaid shall be paid together with accrued interest on the amount so prepaid and commitment fees accrued through the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing reduction with respect to the Borrower at least one (1) business day prior to the Optional Prepayment Dateamount reduced. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal to 150%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note Amounts prepaid pursuant to this Section 1.9. Notwithstanding any 2.7(a) shall be applied to Term Loan A Loans, Term Loan B Loans, Term Loan C Loans or Revolving Loans as the contrary stated elsewhere hereinBorrower may direct; PROVIDED, at any time during the period beginning on the date which is one hundred twenty-one (121) days from the issue date and ending one hundred eighty (180) days following the issue dateTHAT, if the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Second Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 175%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the direct amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note prepaid pursuant to this Section 1.9. After 2.7(a) to be applied to Term Loan A Loans, Term Loan B Loans or Term Loan C Loans, such amount shall be applied to the expiration scheduled payments for such Loans in Section 2.7(b) hereof in inverse order of one hundred eighty (180) days following the date of the Note, the Borrower shall have no right of prepaymentmaturity.

Prepayment. Notwithstanding anything Maker is prohibited from prepaying this Note until August 1, 2005 (the "No-Prepayment Period"). Subsequent to the contrary contained in this NoteNo-Prepayment Period, so long as the Borrower has not received a Notice of Conversion from the Holder, then and at any time during prior to the period beginning on occurrence of conversion of the Issue Date and ending on the date which is one hundred twenty Contract Rate to a fixed rate of interest in accordance with Section 26 of this Note (120"Conversion"), with at least thirty (30) days following the date hereof, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to Holder, specifying the Holder date of prepayment, which shall be the last day of an Interest Period, Maker will have the privilege of prepaying the outstanding principal amount together with any accrued but unpaid interest, any other sums guaranteed by the Guaranty and secured by the Deed of Trust and the Loan Documents and without a prepayment premium, unless at the time of such prepayment, an Event of Default exists, in which case Maker shall be required to pay a prepayment premium ("Pre-Conversion Prepayment Premium") equal to five percent (5%) of the Note outstanding balance of this Note. If Maker elects to prepay convert the outstanding Note (principal and accrued interest), in full, Contract Rate in accordance with Section 26 of this Section 1.9. Any Note, then following occurrence of the Conversion and subsequent to the No-Prepayment Period, at any time with thirty (30) days prior written notice to Holder, specifying the date of prepayment, Maker will have the privilege of prepaying the outstanding principal amount together with any accrued but unpaid interest, any other sums secured by the Mortgage and the Related Agreements and, a prepayment hereunder premium (an “Optional collectively, "Post-Conversion Prepayment Notice”Premium") equal to the greater of: (a) one percent (1%) of the principal amount prepaid; or (b) the yield maintenance payment calculated as follows: If the Prevailing Interest Rate is less than the Contract Rate, the yield maintenance payment shall be delivered to the Holder remainder of (x) minus (y) where "(x)" is the present value of all unpaid installments of principal and interest due under this Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) from the date of prepayment which shall be not more than three (3) Trading Days from to and including the original maturity date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the this Note, discounted at the Borrower shall make payment to Prevailing Interest Rate, and "(y)" is the Holder of an amount in cash (the “Optional Prepayment Amount”) equal to 150%, multiplied by the sum of: (w) the then outstanding principal amount balance of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder as of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time during the period beginning on the date which is one hundred twenty-one (121) days from the issue date and ending one hundred eighty (180) days following the issue prepayment date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Second Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 175%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. After the expiration of one hundred eighty (180) days following the date of the Note, the Borrower shall have no right of prepayment.

Prepayment. At its option upon at least seven (7) Business Days prior written notice from Parent to the Agent (or any such shorter period as the Agent may accept in its sole discretion), Borrower may prepay all of the outstanding Advances, or a portion thereof equal to or in excess of Twenty-Five Million Dollars ($25,000,000), by paying the entire principal balance (or such portion thereof), all accrued and unpaid interest thereon, all unpaid Lenders’ fees and expenses due hereunder accrued to the date of the repayment (including, without limitation, the portion of the End of Term Charge applicable to the aggregate original principal amount of the Term Loan Advances being prepaid in accordance with Section 2.5), together with any Prepayment Charge. If at any time Borrower elects to make a prepayment, and at such time, there are outstanding Advances under multiple Tranches, any Prepayment Charge shall be determined by applying the amount of such prepayment in the following order: first, to the outstanding principal amount (and accrued but unpaid interest thereon) of Advances outstanding under the Tranche with the most recent initial funding date; second, to the outstanding principal amount (and accrued but unpaid interest thereon) of Advances outstanding under the Tranche with the next most recent initial funding date and so on until the entire principal balance of all Advances made hereunder (and all accrued but unpaid interest thereon) is paid in full. Xxxxxxxx agrees that any Prepayment Charge is a reasonable calculation of Xxxxxxx’ lost profits in view of the difficulties and impracticality of determining actual damages resulting from an early repayment of the Advances. Borrower shall prepay the outstanding amount of all principal and accrued interest through the prepayment date and any Prepayment Charge upon the occurrence of a Change in Control or any other prepayment hereunder. Notwithstanding the foregoing, each Lender hereby waives any Prepayment Charge owing thereto if such Lender or an Affiliate thereof which is controlled by such Lender (in its sole and absolute discretion) agrees in writing to refinance the Advances prior to the Term Loan Maturity Date. Any amounts paid under this Section shall be applied by the Agent to the then unpaid amount of any Secured Obligations (including principal and interest) pro rata to all scheduled amounts owed. For the avoidance of doubt, if a payment hereunder becomes due and payable on a day that is not a Business Day, the due date thereof shall be the immediately succeeding Business Day but interest, if applicable, shall continue to accrue thereon until such payment. Notwithstanding anything to the contrary contained in this NoteAgreement, so long as Parent, on behalf of Borrower, provides notice to the Borrower has not received a Notice of Conversion from the Holder, then at any time during the period beginning on the Issue Date and ending on the date which is one hundred twenty (120) days following the date hereof, the Borrower shall have the right, exercisable on not Agent no less than three (3) Trading Business Days prior written notice to the Holder proposed prepayment date, Parent, on behalf of the Note to prepay the outstanding Note (principal and accrued interest)Xxxxxxxx, in full, in accordance with this Section 1.9. Any may rescind any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall if such prepayment was intended to be delivered to made from the Holder proceeds of a refinancing of all or a portion of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the NoteTerm Loan Advances, and (2) the date of prepayment which if such refinancing shall not be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower consummated or shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal to 150%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time during the period beginning on the date which is one hundred twenty-one (121) days from the issue date and ending one hundred eighty (180) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall otherwise be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Second Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 175%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. After the expiration of one hundred eighty (180) days following the date of the Note, the Borrower shall have no right of prepaymentdelayed.

Prepayment. Notwithstanding anything to From the contrary contained in this NoteClosing Date through and including July 31, so long as 2016 (the Borrower has not received a Notice of Conversion "Initial Prepayment Premium Period") and if the Extension Option is exercised, from the Holder, then at any time during the period beginning on the Issue Date and ending on the date which is one hundred twenty (120) days first day following the date hereofInitial Maturity Date through and including April 30, 2017 (the "Extension Prepayment Premium Period"), Borrower shall have may prepay the rightLoan, exercisable on in whole but not in part, upon not less than three thirty (330) Trading Days days' prior written notice to the Holder Lender and upon payment of the Note Prepayment Premium, plus any and all accrued and unpaid interest and any other amounts due and owing under the Loan Documents. Following the expiration of the Initial Prepayment Premium Period and prior to the Initial Stated Maturity Date and if the Extension Option is exercised pursuant to Section 2.3(3), following the expiration of the Extension Prepayment Premium Period, upon not less than thirty (30) days' prior written notice to Lender, Borrower may prepay the outstanding Note Loan, in whole but not in part, upon payment of any and all accrued and unpaid interest and any other amounts due and owing under the Loan Documents. If the Loan is prepaid, in whole (principal and accrued interestor in whole or in part pursuant to a casualty or condemnation, or pursuant to Section 6.5), in full, in accordance with this Section 1.9. Any notice of each such prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered made to Lender on the Holder of prepayment date specified in the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right applicable notice to prepay the NoteLender pursuant hereto, and (2in every case) together with the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal to 150%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereofprepaid. If the Loan is accelerated during either the Initial Prepayment Premium Period or the Extension Prepayment Premium Period for any reason other than casualty or condemnation or pursuant to Section 6.5, Borrower delivers an Optional shall pay to Lender, in addition to all other amounts outstanding under the Loan Documents, the Prepayment Notice and fails Premium. For the avoidance of doubt, Borrower shall not be required to pay the Optional Prepayment Amount due to the Holder a prepayment premium in connection with any full or partial prepayment of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note Loan pursuant to this a casualty or condemnation, or pursuant to Section 1.96.5. Notwithstanding any to the contrary stated elsewhere herein, at any time during the period beginning on the date which is one hundred twenty-one (121) days from the issue date and ending one hundred eighty (180) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written may revoke a prepayment notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) or extend the date of prepayment which shall be not more than three (3) Trading Days from at any time prior to the date of the Optional Prepayment Notice. On the date fixed for prepayment without prejudice to Borrower's right to deliver a prepayment notice at some later date; provided, that (the “Optional Prepayment Date”), the i) Borrower shall make payment keep Lender reasonably apprised of the Second Optional Prepayment Amount (as defined below) to or upon status of any refinancing during the order period between the delivery of the Holder as specified by prepayment notice and the Holder in writing to delivery of the Borrower at least one revocation notice, and (1ii) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount reimburse Lender, promptly on demand, for any reasonable out-of-pocket costs and expenses incurred by Lender in cash (the “Second Optional Prepayment Amount”) equal to 175%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest reliance on the unpaid principal amount revoked or extended notice, or in connection with the anticipated prepayment of the Loan. Borrower acknowledges that the Prepayment Premium required by this Note Section constitutes partial compensation to Lender for the Optional Prepayment Date plus (y) Default Interest, if any, cost of reinvesting the Loan proceeds and for the loss of the contracted rate of return on the amounts referred Loan. Furthermore, Borrower acknowledges that the loss that may be sustained by Lender as a result of such a prepayment by Borrower is not susceptible of precise calculation and the Prepayment Premium represents the good faith effort of Borrower and Lender to compensate Lender for such loss. Borrower confirms that Lender's agreement to make the Loan at the interest rate and on the other terms set forth herein constitutes adequate and valuable consideration, given individual weight by Borrower, for the prepayment provisions set forth in clauses (wthis Section 2.3(4). By initialing this provision where indicated below, Borrower waives any rights it may have under California Civil Code Section 2954.10, or any successor statute, and Borrower confirms that Lender's agreement to make the Loan at the interest rate(s) and (x) plus (z) any amounts owed to on the Holder pursuant to Section 1.4(g) hereof. If other terms set forth herein constitutes adequate and valuable consideration, given individual weight by Borrower, for the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to prepayment provisions set forth in this Section 1.92.3(4). After the expiration of one hundred eighty (180) days following the date of the Note, the Borrower shall have no right of prepayment.Borrower's Initials

Prepayment. Notwithstanding anything to the contrary contained in this Note, so long as the Borrower has may not received a Notice of Conversion from the Holder, then at any time during the period beginning on the Issue Date and ending on the date which is one hundred twenty (120) days following the date hereof, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to voluntarily or involuntarily prepay the outstanding Note Loan in whole or in part unless Borrower pays to Lender, concurrently with such prepayment, a yield maintenance prepayment fee (principal and accrued interest), in full, the “Prepayment Fee”) computed in accordance with Exhibit A attached hereto and incorporated herein by this Section 1.9reference. Any notice of prepayment hereunder In addition, if for any reason (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more other than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”Lender’s default), on the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Fixed Rate Commencement Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder stated face amount of an amount in cash (the “Optional Prepayment Amount”) equal to 150%, multiplied by the sum of: (w) this Note exceeds the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time during the period beginning on the date which is one hundred twenty-one (121) days from the issue date and ending one hundred eighty (180) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Second Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 175%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. After the expiration of one hundred eighty (180) days following the date balance of the Note, Borrower shall, upon Xxxxxx’s demand, pay to Lender a Prepayment Fee equal to the Prepayment Fee which would be due and payable if Borrower shall have no right of prepaymenthad prepaid such excess amount on the day immediately following the Fixed Rate Commencement Date. BY INITIALING BELOW, BORROWER ACKNOWLEDGE(S) AND AGREE(S) THAT: (A) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED ABOVE, THERE IS NO RIGHT TO PREPAY THE LOAN IN WHOLE OR IN PART, WITHOUT PAYING THE APPLICABLE PREPAYMENT FEE , (B) BORROWER SHALL BE LIABLE FOR PAYMENT OF THE PREPAYMENT FEE IF LENDER EXERCISES ITS RIGHT TO ACCELERATE PAYMENT OF THE LOAN, INCLUDING WITHOUT LIMITATION, ACCELERATION UNDER A DUE-ON-SALE PROVISION; (C) BORROWER WAIVES ANY RIGHTS UNDER SECTION 2954.10 OF THE CALIFORNIA CIVIL CODE, OR ANY SUCCESSOR STATUTE; AND (D) LENDER HAS MADE THE LOAN PURSUANT TO THIS NOTE IN RELIANCE ON THESE AGREEMENTS. ______________________ BORROWER’S INITIALS Miscellaneous.

Prepayment. At any time after the Original Issuance Date and provided that no Event of Default has occurred, but subject in all cases to the terms of the Purchase Agreement, the Maker may prepay, for one-time only, fifty (50%) percent of the outstanding Principal Amount upon at least ten (10) Trading Days’ written notice (the “Prepayment Notice Period”) of the Holder (the “Prepayment Notice”) by paying an amount equal to 110% of the Principal Amount then being prepaid (representing a 10% prepayment premium payable to the Holder which shall not constitute a principal prepayment); provided that (i) the Equity Conditions are then met, (ii) the closing price of the Common Shares on the Trading Day prior to the date of the Prepayment Notice is below the Conversion Price, and (iii) a Resale Registration Statement registering all of the Conversion Shares issuable under this Note and the Warrant Shares issuable under the First Tranche Warrants shall have been declared effective. If the Maker elects to prepay this Note pursuant to the provisions of this Section 1.4, the Holder shall have the right, upon written notice to the Maker (a “Prepayment Conversion Notice”) provided to the Maker at any time beginning on the Holder’s receipt of the Prepayment Notice through and until prepayment is made hereunder, to convert up to all of the Principal at the Conversion Price (as defined below), in accordance with the provisions of Article 3, specifying the Principal Amount that the Holder will convert. Upon delivery of a Prepayment Notice, the Maker irrevocably and unconditionally agrees to, within fifteen (15) Trading Days of delivery of a Prepayment Notice: (i) prepay the outstanding Principal Amount minus the Principal Amount set forth in the Prepayment Conversion Notice and (ii) issue the applicable Conversion Shares to the Holder in accordance with Article 3. The foregoing notwithstanding, the Maker may not deliver a Prepayment Notice with respect to any outstanding Principal Amount that is subject to a Conversion Notice delivered by the Holder in accordance with Article 3. Notwithstanding anything to the contrary contained in herein, any prepayments made under this Note, so long as including the Borrower has not received a Notice provisions of Conversion from this Section 1.4, shall be subject in all cases to the Holder, then terms of the Purchase Agreement. If any of the Equity Conditions shall cease to be satisfied at any time during the period beginning on Prepayment Notice Period or if an Event of Default occurs, then the Issue Date and ending on Holder may elect to nullify the date which is one hundred twenty (120) days following Prepayment Notice by notice to the date hereof, the Borrower shall have the right, exercisable on not less than Company within three (3) Trading Days prior written notice after the first day on which any such Equity Condition has not been met or Event of Default has occurred (provided that if, by a provision of the Transaction Documents, the Company is obligated to notify the Holder of the Note nonexistence of an Equity Condition, such notice period shall be extended to prepay the outstanding Note (principal third Trading Day after proper notice from the Company) in which case the Prepayment Notice shall be null and accrued interest)void, ab initio. The Company covenants and agrees that it will honor all Conversion Notices tendered from the time of delivery of the Prepayment Notice through the date all amounts owing thereon are due and paid in full. Subject to the terms and conditions hereof, in accordance with prepayment under this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) 1.4 shall be delivered to made in cash, provided that if the Holder Equity Conditions shall have been met and no Event of Default has occurred and is continuing without cure, such prepayment may instead be made in Conversion Shares, upon mutal agreement of the Note at its registered addresses Company and shall state: the Maker, determined by dividing the Prepayment Amount by the lower of (1i) that 90% of the Borrower is exercising its right to prepay Market Price as of the NotePrepayment Conversion Notice, and (2ii) Conversion Price then in effect, or a combination of Conversion Shares and cash, as the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of Maker and the Holder as specified by the Holder may mutually agree in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal to 150%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time during the period beginning on the date which is one hundred twenty-one (121) days from the issue date and ending one hundred eighty (180) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Second Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 175%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. After the expiration of one hundred eighty (180) days following the date of the Note, the Borrower shall have no right of prepaymentwriting.

Prepayment. Notwithstanding anything to the contrary contained in this Note, so (a) So long as the Borrower has not received a Notice no Event of Conversion from the Holder, then at any time during the period beginning on the Issue Date Default (as defined herein) or Repurchase Event (as defined herein) or Repurchase Event (as defined herein) shall have occurred and ending on the date which is one hundred twenty (120) days following the date hereofbe continuing, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior 20 days or more than 25 days written notice to the Holder of the Note Holder, at any time to prepay this Note in whole or in any part of not less than $500,000 principal amount (or such lesser principal amount as shall remain unpaid at the outstanding Note (principal and accrued interesttime of exercise of such right), in full, in accordance with this Section 1.91.1 by payment of the amount herein provided. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses address appearing on the records of the Borrower and shall state: state (1l) that the Borrower is exercising its right to prepay all or a portion of the principal amount of this Note, and (2) the principal amount to be prepaid, (3) the date of prepayment which shall and (4) that this Note must be not more than three surrendered by the Holder at or before the time the Prepayment Amount (3as defined herein) Trading Days from the date of the Optional Prepayment Noticeis paid. On the date fixed for prepayment (or on such later date as the “Optional Prepayment Date”)Holder shall surrender this Note to the Company in connection with such prepayment, the Borrower shall make payment of the Optional Prepayment Amount (as defined below) by wire transfer of immediately available funds to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Dateprepayment date. If the Borrower exercises its right to prepay the all or a portion of this Note, the Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal to 150%, multiplied by the sum of: of (w1) the then outstanding sum of (A) the principal amount of this Note plus to be prepaid PLUS (xB) accrued and unpaid interest on the unpaid such principal amount of this Note to the Optional Prepayment Date plus date of prepayment PLUS (yC) accrued and unpaid Default Interest, if any, on the amounts amount referred to in clauses the immediately preceding clause (wB) and (x) plus (z) any amounts owed to at the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to rate provided in this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time during the period beginning on the date which is one hundred twenty-one (121) days from the issue date and ending one hundred eighty (180) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three PLUS (32) Trading Days an amount equal to the product obtained by multiplying (a) the sum stated in the immediately preceding clause (1) TIMES (b) the quotient (expressed as a percentage) obtained by dividing (x) the amount determined by subtracting from 100 percent the Applicable Percentage in effect on the date of prepayment BY (y) the Optional Applicable Percentage in effect on such prepayment date (such sum being referred to as the "Prepayment NoticeAmount"). On Upon the prepayment of less than the entire unpaid principal amount of this Note, a new Note containing the same date and provisions as this Note shall be issued by the Borrower to the Holder for the principal balance of this Note which shall not have been prepaid. If notice of prepayment has been given as above provided, unless converted into Common Stock pursuant to the terms hereof, the Prepayment Amount shall become due and payable in respect of this Note or the portion hereof to be prepaid shall become due and payable on the prepayment date and, unless the Borrower shall default in the payment of such amounts when due, interest on this Note or portion of this Note to be so prepaid shall cease to accrue and this Note or the portion hereof to be so prepaid shall cease after the close of business on the business day next preceding the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Second Optional Prepayment Amount (as defined below) to or upon the order of be convertible into Common Stock and the Holder as specified by shall have no further right in respect of this Note or the Holder portion hereof to be so prepaid except the right to receive the amount due hereunder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Daterespect of such prepayment. If the Borrower exercises its Company shall fail to make payment in full of any Prepayment Amount as and when due in accordance herewith and the Company's notice of prepayment, in addition to any other rights or remedies, the Holder shall have the right to prepay convert the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 175%, multiplied by the sum of: (w) the then outstanding principal amount unpaid portion of this Note plus (x) accrued and unpaid interest on any such conversions shall be taken into account in determining the unpaid principal remaining amount to be paid by the Company by reason of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. After the expiration of one hundred eighty (180) days following the date of the Note, the Borrower shall have no right of such prepayment.

Prepayment. Notwithstanding anything On any rent payment date under this Schedule, upon no less than 30 days’ irrevocable notice to Lessor, and provided that no Event of Default exists, Lessee may terminate the contrary contained in this Note, so long as the Borrower has not received a Notice of Conversion from the Holder, then at any time during the period beginning on the Issue Date Lease with respect to all and ending on the date which is one hundred twenty (120) days following the date hereof, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice all Equipment covered by this Schedule by purchasing the Equipment “as is and where is” without warranties or representations of any kind, express or implied, for a purchase price equal to the Holder of Stipulated Loss Value plus all other amounts owing with respect to the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of Equipment; provided that any such prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to made together with (a) all accrued interest and other charges and amounts owing hereunder through the Holder date of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Noteprepayment, and (b) a prepayment charge equal to four percent (4%) of the amount prepaid during months 1 through 12 of the Lease Term, three percent (3%) of the amount prepaid during months 13 through 24 of the Lease Term, two percent 2% of the amount prepaid during months 25 through 36 of the Lease term, one percent (1%) of the date amount prepaid during months 37 through 48 and no prepayment charge during months 49 through 84 of the Lease Term; provided further that, if any prepayment which is made following an Event of Default, by reason of acceleration or otherwise, the prepayment charge shall be not more than three (3) Trading Days from calculated based upon the date full original Lease Term. The purchase price of the Optional Prepayment NoticeEquipment and any prepayment charge shall be paid in immediately available funds at the time of exercising such option. On BANC OF AMERICA LEASING & CAPITAL, LLC Wxxxxx Brothers Brewing Company By: /s/ By: /s/ Rxxxxxx X. Xxxxxx Printed Name: Printed Name: Rxxxxxx X. Xxxxxx Title: Title: Vice President — Finance Acceptance Date: 6/20/07 Where multiple counterpart originals of this Schedule have been executed by Lessee and Lessor, only the date fixed for prepayment (counterpart marked “Lessor’s Copy” shall be deemed chattel paper evidencing the Lease of Equipment subject to this Schedule, and a security interest in such chattel paper and Lease may be perfected through the transfer and possession of the “Optional Prepayment Date”)Lessor’s Copy” of such Schedule only, without the Borrower shall make payment need to transfer possession of the Optional Prepayment Amount (as defined below) to Master Lease, any Related Agreement or upon the order of the Holder as specified by the Holder any other document executed and delivered in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal to 150%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time during the period beginning on the date which is one hundred twenty-one (121) days from the issue date and ending one hundred eighty (180) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance connection with this Section 1.9Lease. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered Exhibit A to the Holder of the Note at its registered addresses and shall stateSchedule Number 17495-90001 DESCRIPTION YR RUL BREWHOUSE 250,000 BBL/YR 1 Malt Handling System, Huppmann, 15 tons per hour, c/o: (1) that the Borrower is exercising its right to prepay the Note1996 14 1 - Dry Grist Mill, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”)Bxxxxx, the Borrower shall make payment of the Second Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the NoteMaltomat 07, the Borrower shall make payment to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 175%s/n 20-000-000, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interesttype DBZC-073110, if any6 roller, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date4 ton per hour 2 - Malt Silo, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. After the expiration of one hundred eighty (180) days following the date of the Note30 ton capacity 2 - Malt Silo, the Borrower shall have no right of prepayment.125 ton capacity 1 - Dust Collection System, Bxxxxx 1 - Grist Bin, 7 ton 2 - Bucket Elevator, 6x10” 30-40’ 2 - Chain Conveyor, 12“x60’ 1 - Screw Conveyor, 16“x20’

Prepayment. Notwithstanding anything to the contrary contained Except as provided in paragraph 1 above and in this Note, so long as the Borrower has not received a Notice of Conversion from the Holder, then at any time during the period beginning on the Issue Date and ending on the date which is one hundred twenty (120) days following the date hereofparagraph 2, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal to 150%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time during the period beginning on the date which is one hundred twenty-one (121) days from the issue date and ending one hundred eighty (180) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Second Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 175%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. After the expiration of one hundred eighty (180) days following the date of the Note, the Borrower Maker shall have no right to prepay this Note, in whole or in part, voluntarily or involuntarily (including, specifically, as a result of foreclosure) during the term of this Note. Provided no default exists under the terms of this Note, the Security Deed or any other Loan Documents, the Maker may prepay the entire unpaid principal balance of this Note at any time upon giving the Holder written notice of its intent to prepay, delivered to Holder not less than sixty (60) days prior to the intended date of prepayment.. In the event the Maker so elects to prepay this Note, then in addition to the prepaid principal and all accrued interest thereon and all other sums which may be due Holder under the Security Deed or any other Loan Document, the Maker shall pay a premium (hereinafter referred to as the "Prepayment Premium") if, at the time of said prepayment, the "Treasury Yield" (as hereinafter defined) is less than the then-effective annual yield hereunder, in order to provide the Holder with a yield equal to the yield provided for herein until the Early Maturity Date, if such prepayment occurs prior to the Early Maturity Date, or the Final Maturity Date, if such prepayment occurs after the Early Maturity Date. The Prepayment Premium shall be determined as follows: the outstanding principal balance due hereunder (including accrued interest) at the time of prepayment shall be multiplied by the "Monthly Interest Payment Differential" (as hereinafter defined), which is then discounted at the Treasury Yield over the number of months then remaining until the Early Maturity Date or Final Maturity Date, as the case may be. The "Monthly Interest Payment Differential" equals one-twelfth (1/12) of the amount (if any) by which the effective annual interest rate set forth herein at such time (as adjusted, if applicable) exceeds the Treasury Yield for the period of time that most nearly equals the period of time until the Early Maturity Date, if prepayment occurs prior to the Early Maturity Date, or the Final Maturity Date, if prepayment occurs after the Early Maturity Date. "

Prepayment. Notwithstanding anything Borrowers shall be authorized to borrow, repay ----------- and reborrow Revolver Loans without having to pay any prepayment premium or penalty in connection therewith; provided, however, if a Borrower shall remove -------- ------- any Pledged Loan from the Collateral in accordance with and subject to the contrary contained terms of Section 4.5.2 hereof and within 30 days thereafter such Pledged Loan shall become subject to a Lien other than a Permitted Lien (except a Lien granted in this Noteconnection with an asset securitization transaction or whole loan sale transaction of which such Pledged Loan is made a part), so long then, except as hereinafter provided, at the Borrower has time such Pledged Loan becomes subject to any such Lien, Borrowers shall be jointly and severally obligated to pay to Lender a prepayment fee equal to the Applicable Prepayment Percentage (as defined in the succeeding sentence) of the amount obtained by multiplying (i) the unpaid principal balance of such Pledged Loan (whether or not received a Notice of Conversion such Pledged Loan is an Eligible Loan) by (ii) the Applicable A&D Loan Margin or the Hypothecation Loan Margin, as applicable depending upon whether the Pledged Loan to be removed from the Holder, then at any time during the period beginning on the Issue Date and ending on the date which Collateral as provided in Section 4.5.2 hereof is one hundred twenty (120) days following the date an A&D Loan or Hypothecation Loan. For purposes hereof, the Borrower "Applicable Prepayment Percentage" shall have be 3% if removal occurs during the rightfirst Loan Year, exercisable on not less than three (3) Trading Days prior written notice 2% if such removal occurs during the second Loan Year, and 1% if such removal occurs during the third Loan Year. Notwithstanding the foregoing provisions of this Section 4.2.6, if Borrowers shall be permitted to remove a Pledged Loan from the Collateral pursuant to the Holder terms and conditions of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note4.5.2 hereof, and (2i) such Pledged Loan is an A&D Loan but is not an Eligible A&D Loan, (ii) Borrowers are removing such Pledged Loan from the date Collateral for the purpose of pledging the same to a lender (other than Lender) that is not an Affiliate of either Borrower for which Borrowers will receive availability or borrowing credit from such other lender and (iii) Lender does not elect to deem such Pledged Loan an Eligible Loan, then no prepayment which fee shall be not more than three (3) Trading Days payable by Borrowers in connection with or as the result of Borrowers' removal of such Pledged Loan from the date of the Optional Prepayment NoticeCollateral. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower The preceding sentence shall make payment of the Optional Prepayment Amount (as defined below) apply only to or upon the order of the Holder as specified by the Holder in writing A&D Loans and not to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal to 150%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time during the period beginning on the date which is one hundred twenty-one (121) days from the issue date and ending one hundred eighty (180) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Second Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 175%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. After the expiration of one hundred eighty (180) days following the date of the Note, the Borrower shall have no right of prepaymentHypothecation Loans.

Prepayment. Notwithstanding anything to Prepayment of the contrary contained Loan in this Note, so long as the Borrower has not received a Notice of Conversion from the Holder, then full shall be permitted at any time during the period beginning on term of the Issue Date and ending on the date which is one hundred twenty (120) days following the date hereofLoan without penalty, the Borrower shall have the right, exercisable on upon not less than three thirty (330) Trading Days and not greater than forty (40) days prior written notice to Lender specifying the Holder date on which prepayment is to be made. Except as provided in Section 35 of the Note to prepay Mortgage, partial prepayments of the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9Loan shall not be permitted. Any notice of such prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered credited, first, toward any Late Fees due hereunder, second, toward payment of any accrued and unpaid interest due hereunder at the Default Rate, third, toward payment of any accrued and unpaid interest due hereunder at the Note Rate, and, fourth, toward payment of principal; provided, however, that if any advances made by Xxxxxx under the terms of any instruments securing this Note have not been repaid, any payments made may, at the option of Xxxxxx, be applied, first, to repay such advances, and interest thereon, with the Holder balance, if any, applied as set forth in the preceding sentence. Notwithstanding any other provision contained herein, if prepayment of the Note at its registered addresses and shall state: (1) that the Borrower Loan is exercising its right funded from either a payment made pursuant to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date Section 35 of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount Mortgage (as defined below) to or upon the order proceeds of any refinancing of the Holder as specified Loan pursuant to which Xxxxxx does not receive a contractually agreed upon sum for the arrangement thereof, then prepayment of the Loan in full shall be subject to payment by the Holder in writing Borrower to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder Lender of an amount in cash (the “Optional Prepayment Amount”) a prepayment premium equal to 150one half of one percent (1/2%, multiplied by ) of the sum of: (w) the then outstanding original principal amount balance of this Note plus (x) accrued and unpaid interest on Note. unless Xxxxxx has elected not to refinance the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default InterestLoan or such refinancing is provided by HUD, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereofFNMA or FHLMC. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time during the period beginning on the date which is one hundred twenty-one (121) days from the issue date and ending one hundred eighty (180) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Second Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 175%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. After the expiration of one hundred eighty (180) days following the date of the Note, the Borrower shall have no right of prepayment.--------------- Initial

Prepayment. Notwithstanding anything to the contrary contained in this Note, so long as the Borrower has not received a Notice of Conversion from the Holder, then at any time during the period beginning on the Issue Date and ending on the date which is one hundred twenty (120a) days following the date hereof, the Borrower The University shall have the right, exercisable on so long as all amounts that have become due hereunder have been paid, at any time or from time to time, to prepay all or any part of the Basic Loan Payments and the Authority agrees that the Trustee shall accept such prepayments when the same are tendered. Any partial prepayment shall not less than three affect the Authority's rights under this Agreement, but shall be credited to the principal portion of Basic Loan Payments due from the University as determined by the Authority and the Trustee. The University is further hereby granted the option to prepay its payment obligations under this Agreement in whole by paying to the Trustee the "Prepayment Price", which for any date of calculation shall be equal to, or shall be the amount, together with investment income pursuant to Section 2.01 of the Indenture (3as verified pursuant to such Section and paragraph (b) Trading Days prior written below), equal to the sum of (i) the aggregate amount of unpaid principal of the Bonds to their redemption date under the terms of the Indenture and as set forth in the University's notice to the Holder Trustee of such prepayment, (ii) any interest to accrue on the Note to prepay Bonds from the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered last Interest Payment Date thereof on which interest thereon was paid to the Holder of the Note at its registered addresses and shall state: redemption date set forth in clause (1i) that the Borrower is exercising its right to prepay the Noteabove, and (2iii) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal to 150%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interestredemption premium, if any, applicable to the payment of the Bonds on the amounts referred to redemption date set forth in clauses clause (wi) above, and (x) plus (ziv) any amounts owed costs of redemption or defeasance or other expenses incurred in implementing such prepayment. The Prepayment Price shall be deposited, upon receipt by the Trustee, in the Debt Service Fund (or in such other Trustee-held escrow account as may be specified by the University) and, at the request of and as determined by the University, credited against payments due hereunder or used for the redemption or purchase of Outstanding Bonds in the manner and subject to the Holder pursuant to Sections 1.3 terms and 1.4(g) hereof. If conditions set forth in the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9Indenture. Notwithstanding any such prepayment, as long as any Bonds remain Outstanding or any Additional Loan Payments required to the contrary stated elsewhere herein, at any time during the period beginning on the date which is one hundred twenty-one (121) days from the issue date and ending one hundred eighty (180) days following the issue datebe made hereunder remain unpaid, the Borrower shall have the right, exercisable on University will not less than three (3) Trading Days prior written notice to the Holder be relieved of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Second Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 175%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. After the expiration of one hundred eighty (180) days following the date of the Note, the Borrower shall have no right of prepaymentobligations hereunder.

Prepayment. Notwithstanding anything The Loans are closed to the contrary contained prepayment, in this Notewhole or in part, so long as the Borrower has not received a Notice of Conversion from the Holder, then at any time during the period beginning on up to (and including) June 30, 2000. During the Issue Date period from (and ending on the date which is one hundred twenty including) July 1, 2000 to (120and including) days following the date hereofDecember 31, the Borrower shall have the right2000, exercisable on upon not less than three fifteen (315) Trading Days days' prior written notice to the Holder Administrative Agent, Borrower may prepay the Loans, in whole but not in part, upon payment of a prepayment premium equal to one-half of one percent (0.5%) of the Note outstanding principal balance of the Loans. Thereafter, upon not less than fifteen (15) days' prior written notice to the Administrative Agent, Borrower may prepay the outstanding Note (principal and accrued interest)Loans, in fullwhole but not in part, without prepayment premium. Subject to the limitations set forth above, if the Loans are prepaid, in accordance with this Section 1.9. Any notice of whole or in part, including, without limitation, pursuant to a casualty or condemnation, each such prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered made to the Holder of Administrative Agent on the Note at its registered addresses and shall state: (1) that prepayment date specified in the Borrower is exercising its right applicable notice to prepay the NoteAdministrative Agent pursuant hereto, and (2in every case) together with (a) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal to 150%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus prepaid, (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (zb) any amounts owed payable to a Lender pursuant to Section 2.7(5) as a result of such prepayment while a Eurodollar Loan is in effect and (c) all costs, expenses and fees required under the Interest Rate Protection Agreement, including, without limitation, all termination premiums, penalties, fees, costs and expenses (it being understood and agreed that if Borrower has paid to and/or deposited with the Administrative Agent all amounts then due and payable under the Loan Documents, Borrower shall be entitled to receive and retain any amounts which the Counterparty may be required to pay to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder solely as a result of any earlier termination of the Note within two (2) business days following Interest Rate Protection Agreement). Additionally, Borrower shall, in connection with any prepayment of the Optional Prepayment Date, the Loan made by Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.92.3(5) on any date, regardless of whether such prepayment is made on a Payment Date, (i) cause the Interest Rate Guaranty to be terminated and GECC to be released from any and all obligations thereunder, as determined by GECC in its sole discretion, and all costs, expenses and fees and other amounts due under the Interest Rate Protection Agreement to be paid, or (ii) provide such other evidence of such termination or release as GECC shall in its sole discretion find satisfactory. Notwithstanding any Borrower acknowledges that the Mortgage secures, among other things, the Swap Reimbursement Obligations (to the contrary stated elsewhere hereinextent provided in Section 2.8(1)(c)) and the Swap Guaranty Fee and, at any time during accordingly, agrees that in the period beginning event that it fails to satisfy either of clauses (i) or (ii) above, Administrative Agent on behalf of Lenders shall not release or assign the date which is one hundred twenty-one (121) days from the issue date and ending one hundred eighty (180) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Second Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment DateMortgage. If the Borrower exercises its right to prepay the NoteLoans are accelerated for any reason other than casualty or condemnation, the Borrower shall make payment pay to the Holder Administrative Agent (on behalf of an amount the Lenders) the prepayment premium described above, or if the Loans are closed to prepayment, Borrower shall pay, in cash (addition to all other amounts outstanding under the “Second Optional Prepayment Amount”) Loan Documents, a prepayment premium equal to 175five percent (5%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. After the expiration of one hundred eighty (180) days following the date outstanding balance of the Note, the Borrower shall have no right of prepaymentLoans.

Prepayment. Notwithstanding anything to the contrary contained in this Note, so long as the Borrower has not received a Notice of Conversion from the Holder, then At its option upon at any time during the period beginning on the Issue Date and ending on the date which is one hundred twenty least seven (1207) days following the date hereof, the Borrower shall have the right, exercisable on not less than three (3) Trading Business Days prior written notice to (which such notice may be conditioned upon the Holder consummation of a transaction constituting a Change in Control, other transformative transaction or a refinancing of the Note Loans) to Agent, Borrower may at any time prepay all or a portion of the outstanding Note Advances by paying the entire principal balance (principal and accrued interestor such portion thereof), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal to 150%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) all accrued and unpaid interest on thereon, together with a prepayment charge equal to the unpaid following percentage of the principal amount of this Note the Advance being prepaid: with respect to the Optional Prepayment Date plus (y) Default Interesteach Advance, if any, on the amounts referred to principal amount of such Advance is prepaid in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two first twelve (212) business days months following the Optional Prepayment Closing Date, two percent (2.0%); after twelve (12) months but on or prior to twenty four (24) months, one point five percent (1.5%); after twenty four (24) months but on or prior to thirty six (36) months, zero point five percent (0.5%); and thereafter, zero percent (0%) (each, a “Prepayment Charge”). Xxxxxxxx agrees that the Prepayment Charge is a reasonable calculation of the Lenders’ lost profits in view of the difficulties and impracticality of determining actual damages resulting from an early repayment of the Advances. Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time during the period beginning on the date which is one hundred twenty-one (121) days from the issue date and ending one hundred eighty (180) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (amount of all principal and accrued interest)interest through the prepayment date and the Prepayment Charge upon any prepayment hereunder; provided that, in fullfor the avoidance of doubt, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional no Prepayment Notice”) Charge shall be delivered to the Holder due if Borrower prepays all of the Note at its registered addresses outstanding Advances in connection with the occurrence of a Change in Control. Notwithstanding the foregoing, Agent and shall state: the Lenders agree to waive the Prepayment Charge if Agent and the Lenders (1in their sole and absolute discretion) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Second Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder their respective Affiliates agree in writing to refinance the Borrower at least one (1) business day Advances prior to the Optional Prepayment Term Loan Maturity Date. If Any amounts paid under this Section shall be applied by Agent to the Borrower exercises then unpaid amount of any Secured Obligations (including principal and interest) in such order and priority as Agent may choose in its right to prepay sole discretion. For the Noteavoidance of doubt, if a payment hereunder becomes due and payable on a day that is not a Business Day, the Borrower due date thereof shall make payment to be the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 175%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. After the expiration of one hundred eighty (180) days following the date of the Note, the Borrower shall have no right of prepaymentimmediately preceding Business Day.

Prepayment. Notwithstanding anything The principal sum of this Note shall not be prepayable at any time, in whole or in part, prior to the contrary contained in this Note, so long as period commencing six (6) months prior to the Borrower has not received a Notice Maturity Date (the "Permitted Prepayment Period"). Provided no Event of Conversion Default exists from and after the Holder, then at any time during commencement of the period beginning on the Issue Date and ending on the date which is one hundred twenty (120) days following the date hereofPermitted Prepayment Period, the Borrower shall have the rightentire outstanding principal sum of this Note may be prepaid in whole, exercisable but not in part, on any Scheduled Payment Date upon: (i) not less than three thirty (330) Trading Days days and not more than forty-five (45) days prior written notice to (the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional "Prepayment Notice”") shall to Lender specifying the Scheduled Payment Date on which prepayment is to be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment made (the “Optional "Prepayment Date”"), the Borrower shall make ; (ii) payment of the Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal to 150%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) all accrued and unpaid interest on the unpaid outstanding principal amount balance of this Note to and including the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) Date; and (xiii) plus payment of all other sums then due under this Note, the Security Instruments and the Other Security Documents including, without limitation, payment in full of all principal, interest and all other sums due under the Related Note (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereofdefined below). If the Borrower delivers an Optional a Prepayment Notice and fails is given by Borrower to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note Lender pursuant to this Section 1.9Article, the principal balance of this Note and each of the Related Notes and the other sums required under this Article shall be due and payable on the Prepayment Date. Notwithstanding Lender shall not be obligated to accept any to prepayment of the contrary stated elsewhere herein, at any time principal balance of this Note unless it is (i) made during the period beginning on the date which is one hundred twenty-one Permitted Prepayment Period, (121ii) days from the issue date and ending one hundred eighty (180) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, made in accordance with the terms of this Section 1.9Article, (iii) accompanied by all sums due in connection therewith and with all sums due under the Related Notes, and (iv) made on a Scheduled Payment Date. Any notice Notwithstanding anything contained herein to the contrary, provided no Event of prepayment hereunder Default exists, no Prepayment Consideration (an “Optional Prepayment Notice”defined below) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of due in connection with a complete or partial prepayment which shall be not more than three (3) Trading Days resulting from the date application of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Second Optional Prepayment Amount (as defined below) to insurance proceeds or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 175%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder condemnation awards pursuant to Section 1.4(g) hereof4.4 of the Security Instruments. If a Default Prepayment (defined herein) occurs, Borrower shall pay to Lender the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Dateentire Debt, including, without limitation, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. After the expiration of one hundred eighty (180) days following the date of the Note, the Borrower shall have no right of prepaymentPrepayment Consideration.

Prepayment. Notwithstanding anything Neither Fleetwood nor any of its Subsidiaries shall voluntarily prepay any Debt, except the Obligations in accordance with the terms of this Agreement; provided that (a) any of Fleetwood or its Subsidiaries may prepay Debt incurred pursuant to Sections 7.13(g) through (l), inclusive, and Section 7.13(p); (b) Fleetwood and its Subsidiaries may prepay Debt, including, without limitation, Capital Leases, being refinanced pursuant to Section 7.13(f) hereof; (c) (i) so long as the contrary contained in this NoteFlexibility Conditions are satisfied as of the date of and both before and immediately after giving effect to such prepayment, Fleetwood and its Subsidiaries may prepay (A) any Capital Leases, so long as the Borrower has acquisition of any property in connection with the prepayment of such Capital Lease would not received constitute a Notice of Conversion from the Holder, then at any time during the period beginning on the Issue Date and ending on the date which is one hundred twenty (120) days following the date hereof, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, Restricted Investment and (2B) any Debt incurred pursuant to Section 7.13 and (ii) so long as the Flexibility Conditions are satisfied as of the date of prepayment and both before and immediately after giving effect to such prepayment, Fleetwood and its Subsidiaries may prepay any Debt not otherwise permitted to be prepaid pursuant to this Section 7.14 in an aggregate amount not to exceed $1,000,000; (d) so long as the Flexibility Conditions are satisfied as of the date of and both before and immediately after giving effect to such prepayment, any Borrower make prepayments to Fleetwood of Debt incurred pursuant to Section 7.13(m), the proceeds of which shall be not more than three were received 57 by such Borrower from Fleetwood; and (3e) Trading Days from so long as no Default or Event of Default has occurred and is continuing on the date of the Optional Prepayment Notice. On payment thereof and the date fixed Flexibility Conditions are satisfied, in each case both before and after giving effect to such payment or other specified action, Fleetwood, or Fleetwood Trust, as applicable, may, on or prior to May 9, 2007, either (I) call for prepayment (redemption, prepay, repurchase or otherwise acquire in exchange for the “Optional Prepayment Date”)issuance to the holders thereof of ordinary or common Capital Stock of Fleetwood and, in each case, cancel all or such portion of the 2003 Subordinated Debentures, the Borrower shall make payment 1998 Subordinated Debentures or the Trust Securities so redeemed, prepaid, repurchased or otherwise acquired or (II) pay a solicitation, conversion, or other inducement fee to induce the holders of the Optional Prepayment Amount Trust Securities or the 2003 Subordinated Debentures, to convert the Trust Securities or the 2003 Subordinated Debentures, pursuant to the terms thereof; provided that the aggregate amount of such prepayment or repurchase from and after May 9, 2006 to May 9, 2007 does not exceed, in the case of clauses (as defined belowI) to or upon and (II) above combined, $50,000,000 and, in the order case of clause (II) above, a sublimit of $20,000,000; provided further that contemporaneously therewith either (A) in the case of prepayments in respect of the Holder as specified by the Holder in writing 1998 Subordinated Debentures made pursuant to the Borrower at least one clause (1I) business day prior to the Optional Prepayment Date. If the Borrower exercises its right above, Fleetwood Trust uses such proceeds to prepay or repurchase and cancel those Trust Securities having the Note, same liquidation amount as the Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal to 150%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus such 1998 Subordinated Debentures underlying such Trust Securities or (xB) accrued in the case of clause (II) above, the holders of the Trust Securities or the 2003 Subordinated Debentures, together with Fleetwood Trust, otherwise comply with the requirements upon conversion set forth in the 1998 Subordinated Debentures and unpaid interest on the unpaid principal Trust Securities, or the 2003 Subordinated Debentures, as applicable; and provided still further that the per-security amount of this Note to the Optional Prepayment Date plus (y) Default Interestany redemption, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder prepayment or repurchase of the Note within two (2) business days following the Optional Prepayment Date2003 Subordinated Debentures, the Borrower 1998 Subordinated Debentures or the Trust Securities shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time during the period beginning on the date which is one hundred twenty-one (121) days from the issue date and ending one hundred eighty (180) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder exceed 95.0% of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder par value of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Notesecurity being so redeemed, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Second Optional Prepayment Amount (as defined below) to prepaid or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 175%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. After the expiration of one hundred eighty (180) days following the date of the Note, the Borrower shall have no right of prepaymentrepurchased.

Prepayment. Notwithstanding anything to (a) Borrower may not prepay the contrary contained Loan, in this Notewhole or in part, except as provided in Section 4.3(b) and 4.3(c) below and except that (i) upon a Lightstone Property Sale, or (ii) the Taking of a Lightstone Property in whole or in substantial part, Borrower shall prepay the portion of the Loan set forth in Exhibit C annexed hereto opposite the name of each of the Lightstone Properties or so long much of such portion as the Borrower has not received been prepaid previously and, in the case of a Notice Lightstone Property Sale, simultaneously shall pay to Lender an Exit Fee computed as provided in Section 4.3(d) unless payment of Conversion from said Exit Fee shall be deemed waived by Lender as provided in Section 4.3(d). A Lightstone Property shall be deemed to have been Taken in substantial part if the Holderportion thereof remaining after the Taking cannot practically and economically be restored so as to be suitable for the use to which the Lightstone Property in question was being put at the time of the Taking. (b) Borrower may prepay the Loan, then in whole but not in part, upon or at any time during after the period beginning repayment of the First Mortgage on the Issue Date and ending on the its original or any extended maturity date which is one hundred twenty upon at least forty-five (12045) days following the date hereof, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to Lender and the Holder payment to Lender of the Note to Exit Fee computed as provided in Section 4.3(d) simultaneously with such prepayment. (c) Borrower may prepay the outstanding Note (principal and accrued interest)Loan, in fullwhole but not in part, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one forty-five (145) business day days prior notice to the Optional Prepayment Date. If the Borrower exercises its right to prepay the NoteLender if (i) none of Steven Baruch, the Borrower shall Jeffrey Joseph and Thomas Viertel are then execuxxxx xxxxxxxx ox Xxxxxx, xxx (ii) Xxxxxxxx xxxxx make payment to Lender, simultaneously with prepayment of the Holder Loan, of an amount in cash (the “Optional Prepayment Amount”) equal to 150%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) all accrued and unpaid interest on Interest and the unpaid principal amount of this Note Exit Fee computed as provided in Section 4.3(d). (d) Whenever any Principal is repaid by Borrower, for any reason whatsoever, Borrower shall pay in addition to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time during the period beginning on the date which is one hundred twenty-one (121) days from the issue date and ending one hundred eighty (180) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the NotePrincipal so paid, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Second Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 175%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) any accrued and unpaid interest Interest thereon, an "Exit Fee" in the amount of three percent (3%) of the Principal so paid, provided, however, that if and to the extent that Principal is paid on the unpaid principal amount Maturity Date, or a prepayment is required as a result of this Note a Lightstone Property Sale and there have been no material Events of Default during the Term of the Loan with respect to the Optional Prepayment Date plus (y) Default payments of Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder or prepayment is required as a result of the Note within two Taking of a Lightstone Property in whole or in substantial part, then the Exit Fee shall be waived by Lender and shall not be payable by Borrower. (2e) business days following No prepayment, in whole or in part, however occurring, shall affect in any way the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. After the expiration rights or status of one hundred eighty (180) days following the date Lender's Affiliate as a member of the Note, the Borrower shall have no right of prepaymentBorrower.

Prepayment. Notwithstanding anything to the contrary contained in this NoteAt Borrower’s option, so long as the Borrower an Event of Default has not received a Notice of Conversion from the Holderoccurred and is not continuing, then at any time during the period beginning on the Issue Date and ending on the date which is one hundred twenty (120) days following the date hereof, the Borrower shall have the rightoption to prepay all, exercisable on but not less than three all, of Term Loan B, provided Borrower (3a) Trading Days prior provides written notice to the Holder Bank of the Note its election to exercise to prepay the outstanding Note Term Loan B at least thirty (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”30) shall be delivered days prior to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Notesuch prepayment, and (2b) the date of prepayment which shall be not more than three (3) Trading Days from pays, on the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined belowi) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal to 150%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) all accrued and unpaid interest on with respect to Term Loan B through the date the prepayment is made; (ii) all unpaid principal with respect to Term Loan B; (iii) a prepayment fee equal to (A) two percent (2.00%) of the amount outstanding under Term Loan B at the time of this Note prepayment if prepayment occurs sooner than twelve (12) months from the date Term Loan B is made or (B) one percent (1.00%) of the amount outstanding under Term Loan B at the time of prepayment if prepayment occurs more than twelve (12) months from the date Term Loan B is made but not more than twenty-four (24) months from the date Term Loan B is made, (the “Term Loan Prepayment Fee”), and such Term Loan Prepayment Fee shall bear interest until paid at a rate equal to the Optional Prepayment Date plus highest rate applicable to the Obligations; and (yiv) Default Interestall other sums, if any, on the amounts referred to in clauses (w) that shall have become due and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant payable hereunder with respect to this Section 1.9Agreement. Notwithstanding any the foregoing, Bank agrees to waive the contrary stated elsewhere herein, at any time during the period beginning on the date which is one hundred twenty-one (121) days from the issue date Term Loan Prepayment Fee if Bank agrees to refinance and ending one hundred eighty (180) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder redocument this Agreement with Bank or under another division of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Second Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day Bank prior to the Optional Prepayment Term Loan B Maturity Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 175%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. After the expiration of one hundred eighty (180) days following the date of the Note, the Borrower shall have no right of prepayment.

Prepayment. Notwithstanding anything to From the contrary contained Issuance Date until the first anniversary of the Issuance Date, the Company may not prepay all or any portion of the Principal due under this Note. On or after the first anniversary of the Issuance Date, except as set forth in this NoteSection 2(b), so long as the Borrower has not received a Notice of Conversion from the HolderCompany may, then at any time during the period beginning on the Issue Date and ending on the date which is one hundred from time to time (each, a “Prepayment Date”), upon twenty (120) days following the date hereof, the Borrower shall have the right, exercisable on not less than three (320) Trading Days prior written notice to the Holder Holder, prepay all or any portion of the Principal and interest (if any) due under this Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered at a price equal to the Holder sum of (i) cash in an amount equal to (x) 102% of such Principal if the Prepayment Date occurs on or after the first anniversary of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day Issuance Date but prior to the Optional second anniversary of the Issuance Date, or (y) 101% of such Principal if the Prepayment Date. If Date occurs on or after the Borrower exercises its right to prepay second anniversary of the NoteIssuance Date (excluding, in each case, the Borrower shall make payment Interest Amount with respect to such Principal) plus (ii) cash in an amount equal to the Holder of an amount in cash (Interest Amount with respect to such Principal through and including the “Optional Prepayment Amount”) equal to 150%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (yiii) Default Interestthe number of Kicker Shares that would have been issued through the Maturity Date (or if the Maturity Date has been extended pursuant to Section 4, if anythe applicable Extended Maturity Date) determined in accordance with Section 7, utilizing a value for the Common Stock determined based on the amounts referred VWAP for the thirty (30) Trading Day Period ended on the applicable Prepayment Date for determining the number of Kicker Shares to be issued in clauses accordance with Section 7(b) of this Note (wthe “Prepayment VWAP”), plus (iv) and if the Prepayment VWAP is less than Six Dollars ($6.00), cash in an amount equal to the difference between (x) plus (z) any amounts owed to the Holder amount that would have been payable pursuant to Sections 1.3 and 1.4(gclause (iii) hereofif the Prepayment VWAP had been such lesser amount minus (y) the amount actually received pursuant to clause (iii). If For the Borrower delivers an Optional avoidance of doubt, if the Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment DateVWAP exceeds $10.00, the Borrower number of Kicker Shares shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time during the period beginning on the date which is one hundred twenty-one (121) days from the issue date and ending one hundred eighty (180) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, be determined in accordance with this Section 1.97(b)(iii). Any notice of prepayment hereunder (an “Optional Prepayment Notice”) partial prepayments shall be delivered applied to the Holder installments of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Second Optional Prepayment Amount (as defined below) to or upon the Principal in inverse order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 175%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. After the expiration of one hundred eighty (180) days following the date of the Note, the Borrower shall have no right of prepaymenttheir maturity.

Prepayment. The Borrower may, with respect to any Prime Loan only, upon at least one (1) Business Day’s notice to the Lender, prepay any Note in whole or in part, with accrued interest to the date of such prepayment on the amount prepaid without any penalty or premium. LIBOR Loans where a fixed rate of interest has been selected may not be prepaid without Borrower incurring and paying the Lender, pursuant to the Funding Loss Indemnification, as provided in Section 10.11. If the Commercial Real Estate Term Promissory, Commercial Term Promissory Note or the Equipment Line of Credit Note (where a fixed rate of interest is applicable) are otherwise prepaid, there shall be a prepayment penalty, equal to the greater of two percent (2.00%) of the principal balance being prepaid or the Yield Maintenance Fee. Notwithstanding anything to the contrary contained herein, there shall be no prepayment penalty if any Note is prepaid in whole or in part from excess cash flow from the Borrower’s business operations. Notwithstanding anything to the contrary contained in this Notethe above prepayment clause, so long as the Lender agrees that in the event that (i) the Borrower has not received a Notice of Conversion from the Holder, then at any time during the period beginning on the Issue Date and ending on the date which is one hundred twenty (120) days following the date hereof, the seeks to consummate an acquisition whereby Borrower shall have be the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment surviving entity (the “Optional Prepayment DateAcquisition”), the Borrower shall make payment of the Optional Prepayment Amount (as defined belowii) and Lender declines to or upon the order of the Holder as specified by the Holder in writing finance such Acquisition and does not agree to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash match a bona fide commitment from another lender (the “Optional Prepayment AmountThird Party Lender”) equal which agrees to 150%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time during the period beginning on the date which is one hundred twenty-one (121) days from the issue date and ending one hundred eighty (180) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment finance such Acquisition (the “Optional Prepayment DateAcquisition Financing”), that in the Borrower shall make payment of the Second Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Noteevent that such Third Party Lender consummates such Acquisition Financing, the Borrower forgoing prepayment penalty shall make not apply if the Lender is fully paid off in connection with such Acquisition Financing; provided, however, any outstanding LIBOR Loans shall still be subject to funding loss indemnification if they are paid on or before the required LIBOR payment to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 175%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. After the expiration of one hundred eighty (180) days following the date of the Note, the Borrower shall have no right of prepaymentdate.

Prepayment. Notwithstanding anything to the contrary contained in this Note, so long as the Borrower has shall not received a Notice of Conversion from the Holder, then be permitted at any time during to prepay all or any part of the period beginning Loan except as expressly provided in this Section 2.4. Provided no Event of Default has occurred and is continuing, Borrower may voluntarily prepay the Indebtedness in full and not in part only on the Issue Date and ending on or after the date which is one hundred twenty three Payment Dates prior to the Maturity Date and there shall be no Yield Maintenance Premium or penalty assessed against Borrower by reason of such prepayment; provided, however, that Borrower shall give to Lender at least fifteen (12015) days following the date hereof, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder thereof. Any prepayment of the Note Loan shall be made on a Payment Date, and if any such prepayment is not made on a Payment Date, Borrower shall also pay to Lender interest calculated at the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end of the Interest Accrual Period in which such prepayment occurs. If Borrower is required under this Agreement to prepay the outstanding Note (principal Loan or any portion thereof in the event of a Casualty or Taking, Borrower shall prepay the Loan to the full extent of the Insurance Proceeds or the Condemnation Proceeds, as applicable, and accrued interest)notwithstanding anything herein to the contrary, there shall be no Yield Maintenance Premium assessed against Borrower by reason of such prepayment unless an Event of Default has occurred and is then continuing, in fullwhich event, in accordance with this Section 1.9. Any notice of prepayment hereunder (Borrower shall pay to Lender an “Optional Prepayment Notice”) shall be delivered amount equal to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal to 150%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default InterestYield Maintenance Premium, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed that may be required with respect to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due amount of Insurance Proceeds or Condemnation Proceeds applied to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note Indebtedness. All prepayments made pursuant to this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time during the period beginning on the date which is one hundred twenty-one (121) days from the issue date and ending one hundred eighty (180) days following the issue date, the Borrower 2.4 shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, be applied in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Second Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 175%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. After the expiration of one hundred eighty (180) days following the date of the Note, the Borrower shall have no right of prepayment2.5.

Prepayment. Notwithstanding anything to the contrary contained (a) This Note may be prepaid in this Note, so long as the Borrower has not received a Notice of Conversion from the Holder, then whole or in part at any time during after the period beginning second (2nd) anniversary of the date hereof (the “Lock-out Expiration Date”) provided (i) written notice of such prepayment is received by Lender not more than ninety (90) days and not less than thirty (30) days prior to the date of such prepayment, (ii) such prepayment is made on a Payment Date or in the event such prepayment is not on a Payment Date, such prepayment shall include all interest on the Issue principal amount being prepaid through the end of the Interest Accrual Period relating to the next Payment Date, (iii) such prepayment is accompanied by all interest accrued hereunder through and including the date of such prepayment and all other sums due hereunder or under the other Loan Documents, and (iv) if such prepayment occurs after the Lock-out Expiration Date but on or before the date that is nine (9) years and six (6) months after the date of this Note (the date that is nine (9) years and six (6) months after the date of this Note being hereinafter referred to as the “Open Prepayment Date”), Lender (except as otherwise provided in Section 1.5(c)) is paid a prepayment fee in an amount equal to the greater of (A) one percent (1.0%) of the principal amount being prepaid, and (B) the present value of a series of payments each equal to the Payment Differential (as hereinafter defined) and payable on each Payment Date over the term of this Note and remaining until the Open Prepayment Date, discounted at the Reinvestment Yield (as hereinafter defined) for the number of months remaining as of the date of such prepayment to each such Payment Date and ending on the date which is one hundred twenty (120) days following the date hereof, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Open Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the The term “Optional Prepayment Amount”) equal to 150%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time during the period beginning on the date which is one hundred twenty-one (121) days from the issue date and ending one hundred eighty (180) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Second Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 175%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. After the expiration of one hundred eighty (180) days following the date of the Note, the Borrower shall have no right of prepayment.

Prepayment. Notwithstanding anything (a) In the event either (A) the Issuer consummates any sale occurring after the date hereof of limited liability company member interests, or any other equity interests convertible into limited liability company member interests, of the Issuer for cash or (B) the Issuer receives after the date hereof a cash capital contribution (but excluding any equity contributions by Issuer’s subsidiaries to the contrary contained in this Note, so long as the Borrower has not received a Notice of Conversion from the Holder, then at any time during the period beginning on the Issue Date and ending on the date which is one hundred twenty (120) days following the date hereof, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interestIssuer), which in full, each case under clause (A) or (B) above results in accordance with this Section 1.9. Any notice the receipt by the Issuer of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount least $20,000,000 in Net Cash Proceeds (as defined below) (a “Qualified Equity Contribution”), the Issuer shall give the Payee a written notice of any Qualified Equity Contribution within ten (10) Business Days after its closing. The Payee shall have ten (10) Business Days from the date it receives the Issuer’s written notice to or upon the order of the Holder as specified decide, by the Holder in writing written notice to the Borrower at least one Issuer, whether or not to require a mandatory prepayment under this Note as set forth in this Section 1. In the event the Payee fails to notify the Issuer within such ten (110) business day prior Business Day period, the Payee shall be deemed to have elected not to require a mandatory prepayment under this Note. In the event the Payee has elected by written notice to the Optional Prepayment Date. If the Borrower exercises its right Issuer within such ten (10) Business Day period to prepay the require a mandatory prepayment under this Note, the Borrower Issuer shall make payment to the Holder of a prepayment in an amount in cash (which may not be a negative number) (the “Optional Required Prepayment Amount”) equal to 150%, multiplied by the sum of: (wi) 50% of the then outstanding principal amount of under this Note plus minus (xii) the amount of the principal previously prepaid by the Issuer pursuant to Section 1(b); provided that such deduction under this clause (ii) of the previously prepaid principal shall be permitted only one time for each principal amount so prepaid by the Issuer pursuant to Section 1(b). The Issuer shall make such prepayment within ten (10) Business Days after the Issuer receives a written notice from the Payee of its election to require a mandatory prepayment as set forth in this Section 1(a). Any prepayment under this Note by the Issuer in accordance with this Section 1 shall be without premium or penalty but with accrued and unpaid interest to the date of prepayment on the then outstanding amount of principal; provided that the aggregate amount of prepayment of principal together with the amount of accrued and unpaid interest on the unpaid principal then outstanding amount of this Note to principal shall not exceed the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time during the period beginning on the date which is one hundred twenty-one (121) days from the issue date and ending one hundred eighty (180) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Second Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Second Optional Required Prepayment Amount”) equal to 175%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. After the expiration of one hundred eighty (180) days following the date of the Note, the Borrower shall have no right of prepayment.“

Prepayment. Notwithstanding anything to the contrary contained in this Note, so long as the Borrower has not received a Notice of Conversion from the Holder, then At its option upon at any time during the period beginning on the Issue Date and ending on the date which is one hundred twenty least seven (1207) days following the date hereof, the Borrower shall have the right, exercisable on not less than three (3) Trading Business Days prior written notice to the Holder Agent, Borrower may prepay all, or a portion of the Note to prepay outstanding Advances by paying the outstanding Note entire principal balance (principal and accrued interestor such portion thereof), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal to 150%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) all accrued and unpaid interest on thereon, together with a prepayment charge equal to the unpaid following percentage of the Advance amount being prepaid: (i) with respect to each Advance made pursuant to Tranche 1 and Tranche 2, if such Advance amounts are prepaid in any of the first thirty-six (36) months following the Closing Date, 1.50%, and thereafter, 0.00%, and (ii) with respect to each Advance made pursuant to Tranche 3, Tranche 4, Tranche 5, or Tranche 6 after the Second Amendment Closing Date, if such Advance amounts are prepaid in any of the first thirty-six (36) months following the Second Amendment Closing Date, 1.50%, and thereafter, 0.00% (each, a “Prepayment Charge”); provided that any partial prepayment shall be in minimum increments of principal in the amount of this Note to the Optional Prepayment Date plus $5,000,000 (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereofor such lesser amount as is then outstanding). If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time during Borrower elects to make a prepayment, and at such time, there are outstanding Advances under multiple Tranches, the period beginning on Prepayment Charge shall be determined by applying the date which is one hundred twenty-one amount of such prepayment in the following order: first, to the outstanding principal amount (121and accrued but unpaid interest thereon) days from of Advances outstanding under the issue Tranche with the latest initial funding date; second, to the outstanding principal amount (and accrued but unpaid interest thereon) of Advances outstanding under the Tranche with the next latest initial funding date and ending one hundred eighty so on until the entire principal balance of all Advances made hereunder (180and all accrued but unpaid interest thereon) days following is paid in full. Xxxxxxxx agrees that the issue date, Prepayment Charge is a reasonable calculation of the Lenders’ lost profits in view of the difficulties and impracticality of determining actual damages resulting from an early repayment of the Advances. Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (amount of all principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of interest through the prepayment hereunder (an “Optional date and the Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Second Optional Prepayment Amount (as defined below) to or Charge upon the order occurrence of a Change in Control or any other prepayment hereunder. Notwithstanding the Holder as specified by foregoing, Agent and the Holder Lenders agree to waive the Prepayment Charge if Agent and the Lenders (in their sole and absolute discretion) agree in writing to refinance the Borrower at least one (1) business day Advances prior to the Optional Prepayment Term Loan Maturity Date. If the Borrower exercises its right to prepay the Note, the Borrower Any amounts paid under this Section shall make payment be applied by Agent to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 175%, multiplied by the sum of: (w) the then outstanding principal unpaid amount of this Note plus any Secured Obligations (xincluding principal and interest) accrued in such order and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to priority as Agent may choose in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. After the expiration of one hundred eighty (180) days following the date of the Note, the Borrower shall have no right of prepaymentsole discretion.

Prepayment. Notwithstanding anything to Except as otherwise permitted by Section 2.4 below, Borrower may prepay the contrary contained Loans, in this Notewhole but not in part, so long as the Borrower has not received a Notice of Conversion from the Holder, then at any time during the period beginning on the Issue Date and ending on the date which is one hundred twenty (120) days following the date hereof, the Borrower shall have the right, exercisable on upon not less than three five (35) Trading Days days prior written notice to the Holder Administrative Agent and without payment of any prepayment premium. If the Note Loans are prepaid such prepayment shall be made to prepay the outstanding Note Administrative Agent on the prepayment date specified in the notice to the Administrative Agent pursuant hereto (principal and accrued interest), in full, in accordance with this Section 1.9unless such notice is revoked (or the date of prepayment is postponed) by a further written notice delivered by the Borrower to the Administrative Agent. Any notice revoking a notice of prepayment hereunder (an “Optional Prepayment Notice”or postponing a previously-specified prepayment date) shall be delivered to the Holder of the Note at its registered addresses and shall state: not less than one (1) that the Borrower is exercising its right Business Day prior to prepay the Note, and (2) the date of prepayment which shall be not more than specified in the notice of prepayment; provided, however, in the event that the Borrower revokes or postpones such notice during the last three (3) Trading Business Days of any Interest Period for a Eurodollar Loan, Borrower shall pay any losses, costs or expenses of Lender that may subsequently result from the date early repayment, termination, cancellation or failure of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”Borrower to continue any Eurodollar Loan that was to have been automatically continued), the Borrower shall make payment of the Optional Prepayment Amount and together with (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal to 150%, multiplied by the sum of: (wa) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount prepaid and (b) any amounts payable to a Lender pursuant to Section 2.8(5) as a result of this Note such prepayment while a Eurodollar Loan is in effect. If the Loans are prepaid for any reason (including acceleration), other than casualty or condemnation, Borrower shall pay to the Optional Prepayment Date plus Administrative Agent (yon behalf of the Lenders) Default Interestthe amount(s) described in clauses (a) and (b) of the immediately preceding sentence. The prepayment premiums, if any, required by this Section 2.3(4) are acknowledged by Borrower to be partial compensation to Lenders for the costs of reinvesting the Loan proceeds and for the loss of the contracted rate of return on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereofLoan. If the Furthermore, Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time during the period beginning on the date which is one hundred twenty-one (121) days from the issue date and ending one hundred eighty (180) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) acknowledges that the loss that may be sustained by Lenders as a result of such a prepayment by Borrower is exercising its right to prepay not susceptible of precise calculation and the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Second Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 175%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interestpremium, if any, represents the good faith effort of Borrower and Lenders to compensate Lender for such loss. By initialing this provision where indicated below, Borrower waives any rights it may have under California Civil Code Section 2954.10, or any successor statute, and Borrower confirms that Lenders’ agreement to make the Loan at the interest rate and on the amounts referred to other terms set forth herein constitutes adequate and valuable consideration, given individual weight by Borrower, for the prepayment provisions set forth in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.92.3(4). After the expiration of one hundred eighty (180) days following the date of the Note, the Borrower shall have no right of prepayment.______________________ Borrower’s Initials

Prepayment. Notwithstanding anything to the contrary contained (a) This Note may be prepaid in this Note, so long whole but not in part (except as the Borrower has not received a Notice of Conversion from the Holder, then otherwise specifically provided herein) at any time during the period beginning on the Issue Date and ending on the date which is one hundred twenty (120) days following the date hereof, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from after the date of the Optional Prepayment Notice. On the date fixed for prepayment 24th monthly installment of principal and interest due hereunder (the “Optional Prepayment "Lockout Expiration Date”"), the Borrower shall make payment provided (i) written notice of the Optional Prepayment Amount such prepayment is received by Lender not more than sixty (as defined below60) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one days and not less than thirty (130) business day days prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Notedate of such prepayment, the Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”ii) equal to 150%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest such prepayment is received on the unpaid principal amount first day of this Note to the Optional Prepayment Date plus a calendar month (y) Default Interestor, if any, such prepayment is not received on the amounts referred to in clauses (wfirst day of a calendar month, interest is paid through the last day of said calendar month) and (x) plus (z) any amounts owed to is accompanied by all interest accrued hereunder and all other sums due hereunder or under the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time during the period beginning on the date which is one hundred twenty-one (121) days from the issue date and ending one hundred eighty (180) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Noteother Loan Documents, and (2iii) the date of if such prepayment which shall be not more than three (3) Trading Days from occurs on or prior to the date of the Optional Prepayment Notice. On the date fixed for prepayment 114th monthly installment of principal and interest due hereunder (the “Optional Prepayment "Yield Maintenance Expiration Date”), Lender is paid a prepayment fee as set forth in this Section 1.02. In the Borrower shall make payment of the Second Optional Prepayment Amount (as defined below) to event that such prepayment occurs on or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 175%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. After the expiration of one hundred eighty (180) days following the date of the 48th monthly installment of principal and interest due hereunder, Xxxxxx must be paid a prepayment fee equal to the greater of (A) five percent (5%) of the principal amount being prepaid, and (B) "Yield Maintenance" (as hereunder defined), and if such prepayment occurs after the 48th monthly installment of principal and interest due hereunder but on or prior to the date of the 114th monthly installment of principal and interest due hereunder, Xxxxxx must be paid a prepayment fee equal to the greater of (A) one percent (1.0%) of the principal amount being prepaid, and (B), "Yield Maintenance" (as hereunder defined). For purposes of this Note, the Borrower shall have no right of prepayment.term "

Prepayment. Notwithstanding anything Upon at least five (5) Business Days’ written notice to the contrary contained in this NoteAdministrator, so long as the Borrower has not received a Notice of Conversion from may prepay the Holder, then at any time during Facility Amount in whole or in part. If the period beginning on the Issue Date and ending on the date which Facility Amount is one hundred twenty (120) days following the date hereofprepaid in whole, the Borrower shall have deposit or cause to be deposited the right, exercisable on not less than three (3) Trading Days prior written notice to following amounts into the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall stateCollection Account: (1) that the Borrower is exercising its right aggregate principal amount of the Outstanding Advances, (2) all interest accrued on such Outstanding Advances to prepay the Notedate of prepayment, (3) all accrued and unpaid Facility Fees, (4) a prepayment fee equal to 1.00% of the Maximum Facility Amount (the “Prepayment Fee”), and (25) all payments due with respect to all other Obligations, including all amounts payable to the Administrator, the Custodian, the Lender and the Affected Parties. If the Borrower elects to prepay a portion of the Facility Amount in connection with a Third Party Sale without offering to ReMark and its Affiliates a right of last look pursuant to Section 9.16, the Borrower shall pay to ReMark a prepayment fee in accordance with Section 9.16. All amounts paid by the Borrower in respect of whole prepayments shall be distributed by the Administrator to the parties entitled thereto on the date of prepayment which in accordance with the priority of payments set forth in Section 2.04(a). All amounts paid by the Borrower in respect of the Release Price of any Pledged Receivable shall be not more than three (3) Trading Days from distributed by the Administrator to the parties entitled thereto on the date of receipt in accordance with the Optional Prepayment Noticepriority of payments set forth in Section 2.04(a). On Upon the date fixed for Borrower’s prepayment (the “Optional Prepayment Date”), the Borrower shall make payment in full of the Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal to 150%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note Outstanding Advances pursuant to this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein2.13, at any time during the period beginning on the date which is one hundred twenty-one this Agreement (121) days from the issue date and ending one hundred eighty (180) days following the issue dateincluding, without limitation, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice Lender’s obligation to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”make Advances hereunder) shall be delivered to terminated; provided, that nothing contained in this Section 2.13 shall, or shall be deemed to, cancel, impair, disturb or otherwise limit the Holder obligations and liabilities of the Note at its registered addresses and shall state: (1) that Borrower or the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Second Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 175%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus Servicer (x) accrued and unpaid interest on the unpaid principal amount under any indemnity provisions or any other provisions of this Note to Agreement or any other Transaction Document which by their terms survive the Optional Prepayment Date plus termination of this Agreement and/or any other Transaction Document or the satisfaction of the Obligations or (y) Default Interest, if any, on under any provisions of this Agreement and/or any other Transaction Document which are necessary for the amounts referred to in clauses (w) enforcement by the Lender of any such surviving obligations and (x) plus liabilities and (z) for the full amount of any amounts owed payments which have been applied to the Holder pursuant Obligations and which are required to Section 1.4(g) hereofbe returned for any reason. If Amounts paid by the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. After the expiration 2.13 on account of one hundred eighty (180) days following the date of the Note, the Borrower Pledged Receivables shall have no right of prepaymentbe treated as Collections hereunder.

Prepayment. Notwithstanding anything to the contrary contained in this Note, so long as the Borrower has not received a Notice of Conversion from the Holder, then at any time during the period beginning on the Issue Date and ending on the date which is one hundred twenty ninety (12090) days following the date hereofissue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal to 150130%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding any anything to the contrary stated elsewhere hereincontained in this Note, at any time during the period beginning on the date which is one hundred twentyninety-one (12191) days from following the issue date and ending on the date which is one hundred eighty twenty (180120) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) Notice shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Second Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 175140%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding anything to the contrary contained in this Note, at any time during the period beginning on the date which is one hundred twenty-one (121) days following the issue date and ending on the date which is one hundred fifty (150) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any Optional Prepayment Notice shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the Optional Prepayment Date, the Borrower shall make payment of the Third Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Third Optional Prepayment Amount”) equal to 145%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Third Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time during the period beginning on the date that is one hundred fifty-one (151) day from the issue date and ending one hundred eighty (180) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any Optional Prepayment Notice shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the Optional Prepayment Date, the Borrower shall make payment of the Fourth Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Fourth Optional Prepayment Amount”) equal to 150%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Fourth Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. After the expiration of one hundred eighty (180) days following the date of the Note, the Borrower shall have no right of prepayment.

Prepayment. Notwithstanding anything Subject to the contrary contained in provisions of this Section 4, Borrower may prepay the principal balance of this Note, so long as the Borrower has not received a Notice of Conversion from the Holder, then in full at any time during the period beginning on the Issue Date and ending on the date which is one hundred twenty or in part from time to time, without fee, premium or penalty, provided that: (120a) days following the date hereof, the Borrower Lender shall have the right, exercisable on not less than three (3) Trading Days actually received from Borrower prior written notice of (i) Xxxxxxxx's intent to prepay, (ii) the Holder amount of principal which will be prepaid (the Note to prepay the outstanding Note (principal and accrued interest"Prepaid Principal"), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2iii) the date on which the prepayment will be made; (b) each prepayment shall be in the amount of $1,000 or a larger integral multiple of $1,000 (unless the prepayment retires the outstanding balance of this Note in full); and (c) each prepayment shall be in the amount of 100% of the Prepaid Principal, plus accrued unpaid interest thereon to the date of prepayment, plus any other sums which have become due to Lender under the Loan Documents on or before the date of prepayment which shall be but have not more than three (3) Trading Days from the date of the Optional Prepayment Noticebeen paid. On the date fixed for prepayment (the “Optional Prepayment Date”)In addition, the Borrower shall make agrees to indemnify and reimburse the Lender and to hold the Lender harmless from any out-of-pocket loss, cost or expense which the Lender may incur due to (a) a default by the Borrower in payment when due of any required principal and/or interest payment, (b) the failure of the Optional Prepayment Amount Borrower to make any prepayment after the Borrower has given notice of such intention to make such a prepayment, and/or (as defined belowc) the making by the Borrower of a prepayment on a day which is not the last day of an Interest Period, including, without limitation, any such loss or expense arising from the reemployment of funds obtained by the Lender to maintain all or upon the order any portion of the Holder as specified loan evidenced by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal to 150%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on or from fees payable to terminate the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time during the period beginning on the date deposits from which is one hundred twenty-one (121) days from the issue date and ending one hundred eighty (180) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Second Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 175%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. After the expiration of one hundred eighty (180) days following the date of the Note, the Borrower shall have no right of prepaymentsuch funds were obtained.

Prepayment. Notwithstanding anything to the contrary contained in this Note, so long as the Borrower has not received a Notice of Conversion from the Holder, then At its option upon at any time during the period beginning on the Issue Date and ending on the date which is one hundred twenty least seven (1207) days following the date hereof, the Borrower shall have the right, exercisable on not less than three (3) Trading Business Days prior written notice to the Holder Agent, Borrower may prepay all, or a portion of the Note to prepay outstanding Advances by paying the outstanding Note entire principal balance (principal and accrued interestor such portion thereof), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal to 150%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) all accrued and unpaid interest on thereon, together with a prepayment charge equal to the unpaid following percentage of the Advance amount being prepaid: (i) with respect to each Advance made pursuant to Tranche 1 and Tranche 2, if such Advance amounts are prepaid in any of the first thirty-six (36) months following the Closing Date, 1.50%, and thereafter, 0.00%, and (ii) with respect to each Advance made pursuant to Tranche 3, Tranche 4, Tranche 5, or Tranche 6 after the Second Amendment Closing Date, if such Advance amounts are prepaid in any of the first thirty-six (36) months following the Second Amendment Closing Date, 1.50%, and thereafter, 0.00% (each, a “Prepayment Charge”); provided that any partial prepayment shall be in minimum increments of principal in the amount of this Note to the Optional Prepayment Date plus $5,000,000 (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereofor such lesser amount as is then outstanding). If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time during Borrower elects to make a prepayment, and at such time, there are outstanding Advances under multiple Tranches, the period beginning on Prepayment Charge shall be US-DOCS\132047445.10 determined by applying the date which is one hundred twenty-one amount of such prepayment in the following order: first, to the outstanding principal amount (121and accrued but unpaid interest thereon) days from of Advances outstanding under the issue Tranche with the latest initial funding date; second, to the outstanding principal amount (and accrued but unpaid interest thereon) of Advances outstanding under the Tranche with the next latest initial funding date and ending one hundred eighty so on until the entire principal balance of all Advances made hereunder (180and all accrued but unpaid interest thereon) days following is paid in full. Xxxxxxxx agrees that the issue date, Prepayment Charge is a reasonable calculation of the Lenders’ lost profits in view of the difficulties and impracticality of determining actual damages resulting from an early repayment of the Advances. Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (amount of all principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of interest through the prepayment hereunder (an “Optional date and the Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Second Optional Prepayment Amount (as defined below) to or Charge upon the order occurrence of a Change in Control or any other prepayment hereunder. Notwithstanding the Holder as specified by foregoing, Agent and the Holder Lenders agree to waive the Prepayment Charge if Agent and the Lenders (in their sole and absolute discretion) agree in writing to refinance the Borrower at least one (1) business day Advances prior to the Optional Prepayment Term Loan Maturity Date. If the Borrower exercises its right to prepay the Note, the Borrower Any amounts paid under this Section shall make payment be applied by Agent to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 175%, multiplied by the sum of: (w) the then outstanding principal unpaid amount of this Note plus any Secured Obligations (xincluding principal and interest) accrued in such order and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to priority as Agent may choose in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. After the expiration of one hundred eighty (180) days following the date of the Note, the Borrower shall have no right of prepaymentsole discretion.

Prepayment. Notwithstanding anything On any Basic Rent payment date during the Basic Term, Lessee may, provided that it has first given Lessor not less than fifteen (15) days' advance written notice of its intention to do so, prepay in whole, but not in part, (i) the contrary contained entire unpaid balance of the Basic Rent for then-remaining portion of the Basic Term, as discounted to its then present value at a rate of six percent (6%) per annum, PLUS (ii) the full EDS/XXXXXX - MASTER LEASE PURCHASE SCHEDULE amount of the Title Payment specified below, in each case together with any sales tax or similar amounts payable in respect thereof (the sum of the foregoing amounts, as of any relevant date, the "STIPULATED LOSS VALUE"); PROVIDED that, in the event that Lessee elects to make any such prepayment at any time after the third (3rd) anniversary of the Commencement Date, the Basic Rent amount payable (solely for purposes of this Noteprepayment provision, so long as and without affecting the Borrower has not received a Notice computation of Conversion from the Holder, then Stipulated Loss Value for any other purpose at any time during the period beginning on Term) shall be, in lieu of the Issue Date and amount computed in accordance with the preceding clause (i) of this sentence, the Basic Rent Prepayment Amount specified in ANNEX I hereto for the applicable month ending on the date which is one hundred twenty relevant prepayment date. Upon Lessor's receipt from Lessee of the entire amount of the Stipulated Loss Value (120or, after the third (3rd) days following anniversary of the date hereofCommencement Date, such other amount as computed by virtue of the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice provisio to the Holder preceding sentence), provided that there is no unsatisfied obligation of Lessee in respect of the Note Facility under the Master Lease or this Schedule, Lessor will transfer to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered Lessee title to the Holder Facility free and clear of liens and encumbrances arising by, through and under Lessor, subject only to Lessor's continuing security interest in the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the NoteFacility, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal to 150%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses SECTION E of this Schedule, in respect of any and all other obligations (w) and (x) plus (z) any amounts owed i.e., other than relating to the Holder pursuant Facility) of Lessee to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time during the period beginning on the date which is one hundred twenty-one (121) days from the issue date and ending one hundred eighty (180) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Second Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 175%, multiplied by the sum of: (w) the Lessor then outstanding principal amount of this Note plus (x) accrued and unpaid interest on under the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. After the expiration of one hundred eighty (180) days following the date of the Note, the Borrower shall have no right of prepaymentMaster Lease.

Prepayment. Notwithstanding anything (a) This Note may be prepaid in whole but not in part (except as otherwise specifically provided herein) at any time after the seventh (7th) anniversary of the First Payment Date (the "Lock-out Expiration Date") provided (i) written notice of such prepayment is received by Payee not more than ninety (90) days and not less than sixty (60) days prior to the contrary contained in date of such prepayment, (ii) such prepayment is made on a Payment Date, (iii) such prepayment is accompanied by all interest accrued hereunder through and including the date of such prepayment and all other sums due hereunder or under the other Loan Documents, and (iii) if such prepayment occurs after the Lock-out Expiration Date but on or before the date that is seventeen (17) years after the date of this Note, so long as the Borrower has not received Payee is paid a Notice of Conversion from the Holder, then at any time during the period beginning on the Issue Date and ending on the date which is one hundred twenty (120) days following the date hereof, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice prepayment fee in an amount equal to the Holder greater of (A) one percent (1.0%) of the Note to prepay principal amount being prepaid, and (B) the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice positive excess of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Notepresent value ("PV"), and (2) as of the date of such prepayment, of all future installments of principal and interest due under this Note absent any such prepayment which shall be not more than three including the principal amount due at maturity (3collectively, "All Future Payments"), discounted at an interest rate per annum equal to the Treasury Constant Maturity Yield Index (as hereinafter defined) Trading Days from published during the second full week preceding the date on which such premium is payable for instruments having a maturity coterminous with the remaining term of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the this Note, the Borrower shall make payment to the Holder of an amount in cash over (the “Optional Prepayment Amount”) equal to 150%, multiplied by the sum of: (w2) the then outstanding principal balance hereof immediately before such prepayment [(PV of All Future Payments) - (principal balance at time of prepayment) = prepayment fee. "Treasury Constant Maturity Yield Index" shall mean the average yield for "This Week" as reported by the Federal Reserve Board in Federal Reserve Statistical Release H.15(519). If there is no Treasury Constant Maturity Yield Index for instruments having a maturity coterminous with the remaining term of this Note, then the index shall be equal to the weighted average yield to maturity of the Treasury Constant Maturity Yield Indices with maturities next longer and shorter than such remaining average life to maturity, calculated by averaging (and rounding upward to the nearest whole multiple of 1/100 of 1% per annum, if the average is not such a multiple) the yields of the relevant Treasury Constant Maturity Yield Indices (rounded, if necessary, to the nearest 1/100 of 1% with any figure of 1/200 of 1% or above rounded upward). In the event that any prepayment fee is due hereunder, Payee shall deliver to Maker a statement setting forth the amount and determination of the prepayment fee, and, provided that Payee shall have in good faith applied the formula described above, Maker shall not have the right to challenge the calculation or the method of calculation set forth in any such statement in the absence of manifest error, which calculation may be made by Payee on any day during the fifteen (15) day period preceding the date of such prepayment. Payee shall not be obligated or required to have actually reinvested the prepaid principal balance at the Treasury Constant Maturity Yield Index or otherwise as a condition to receiving the prepayment fee. No prepayment fee or premium shall be due or payable in connection with any prepayment of the indebtedness evidenced by this Note made after the date that is seventeen (17) years after the date of this Note. In addition to the aforesaid prepayment fee, if, upon any such permitted or required prepayment (whether prior to or after the date that is seventeen (17) years after the date of this Note), the aforesaid prior written notice has not been timely received by Payee, the prepayment fee shall be increased by, or if no prepayment fee is otherwise due, there shall be due a prepayment fee equal to, an amount equal to the lesser of (i) thirty (30) days' interest computed at the Note Rate on the outstanding principal balance of this Note plus so prepaid and (xii) accrued and unpaid interest computed at the Note Rate on the unpaid outstanding principal amount balance of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time during so prepaid that would have been payable for the period beginning on the date which is one hundred twenty-one (121) days from the issue date and ending one hundred eighty (180) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Notefrom, and (2) including, the date of prepayment which shall be not more than three (3) Trading Days from through the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Second Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 175%, multiplied by the sum of: (w) the then outstanding principal amount Maturity Date of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. After the expiration of one hundred eighty (180) days following the date of the Note, the Borrower shall have no right of prepaymentas though such prepayment had not occurred.

Prepayment. Notwithstanding anything The principal sum of this Note shall not be prepayable at any time, in whole or in part, prior to the contrary contained in this Note, so long as period commencing six (6) months prior to the Borrower has not received a Notice Maturity Date (the "Permitted Prepayment Period"). Provided no Event of Conversion Default exists from and after the Holder, then at any time during commencement of the period beginning on the Issue Date and ending on the date which is one hundred twenty (120) days following the date hereofPermitted Prepayment Period, the Borrower shall have the rightentire outstanding principal sum of this Note may be prepaid in whole, exercisable but not in part, on any Scheduled Payment Date upon: (i) not less than three thirty (330) Trading Days days and not more than forty-five (45) days prior written notice to (the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional "Prepayment Notice”") shall to Lender specifying the Scheduled Payment Date on which prepayment is to be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment made (the “Optional "Prepayment Date”"), the Borrower shall make ; (ii) payment of the Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal to 150%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) all accrued and unpaid interest on the unpaid outstanding principal amount balance of this Note to and including the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) Date; and (xiii) plus payment of all other sums then due under this Note, the Security Instruments and the Other Security Documents including, without limitation, payment in full of all principal, interest and all other sums due under the Related Note (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereofdefined below). If the Borrower delivers an Optional a Prepayment Notice and fails is given by Borrower to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note Lender pursuant to this Section 1.9Article, the principal balance of this Note and each of the Related Notes and the other sums required under this Article shall be due and payable on the Prepayment Date. Notwithstanding Lender shall not be obligated to accept any to prepayment of the contrary stated elsewhere herein, at any time principal balance of this Note unless it is (i) made during the period beginning on the date which is one hundred twenty-one Permitted Prepayment Period, (121ii) days from the issue date and ending one hundred eighty (180) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, made in accordance with the terms of this Section 1.9. Any notice of prepayment hereunder Article, (an “Optional Prepayment Notice”iii) shall be delivered to accompanied by all sums due in connection therewith and with all sums due under the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the NoteRelated Notes, and (2iv) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Noticemade on a Scheduled Payment Date. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Second Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing Notwithstanding anything contained herein to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Notecontrary, the Borrower shall make payment to the Holder provided no Event of an amount in cash (the “Second Optional Prepayment Amount”) equal to 175%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. After the expiration of one hundred eighty (180) days following the date of the Note, the Borrower shall have no right of prepayment.Default

Prepayment. Notwithstanding anything This Note may not be re-financed or prepaid in whole for the period commencing on the date hereof and ending one year from the date hereof, except for an involuntary prepayment resulting from the application of insurance proceeds or condemnation awards by Borrower pursuant to the contrary contained terms of the Mortgage, unless the payment of the Yield Maintenance Fee, together with all other interest, fees, payments and charges collected on the Loan through such date would not exceed the maximum lawful interest rate permitted under the laws of the State of Florida. Except as expressly provided in the preceding sentence to the contrary, Borrower shall have the privilege to prepay the principal indebtedness in whole or in part at any time without payment of a premium; provided, however, that the Borrower shall remain fully liable for all interest as provided in this Note, so long as including the Yield Maintenance Fee. In the event Borrower has not received a Notice of Conversion prepays the principal indebtedness in whole (whether from the HolderNet Cash Flow or otherwise), then at any time during the period beginning on the Issue Date and ending on the date which is one hundred twenty (120) days following the date hereof, the Borrower such prepayment shall have the right, exercisable on not less than three (3) Trading Days prior written notice be accompanied by Borrower's payment to the Holder Lender of the Note to prepay accrued and unpaid portion of the outstanding Note Yield Maintenance Fee. In the event Borrower prepays the principal indebtedness in part (principal and accrued interestwhether from Net Cash Flow or otherwise), in full, in accordance with this Section 1.9. Any notice of such prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make accompanied by Borrower's payment of the Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal to 150%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) all accrued and unpaid interest on (whether for the unpaid current month or for any month in which interest has been added to principal amount in accordance with the terms of this Note to Section 1 hereof). In the Optional Prepayment Date plus event of partial prepayments (y) Default Interestwhether from Net Cash Flow or otherwise), the balance of the Yield Maintenance Fee, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time during the period beginning on the date which is one hundred twenty-one (121) days from the issue date and ending one hundred eighty (180) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered paid by Borrower to Lender upon the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make final payment of the Second Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 175%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. After the expiration of one hundred eighty (180) days following the date of the Note, the Borrower shall have no right of prepaymentindebtedness.

Prepayment. Except as set forth herein, the Loan is closed to prepayment in whole or in part. Notwithstanding anything to the contrary contained foregoing, (i) the Loan may be prepaid in this Notewhole, so long as but not in part, on or after the Borrower has not received a Notice scheduled monthly payment date for the one hundred eighteenth (118th) payment of Conversion principal and interest and (ii) from the Holder, then at any time during earlier to occur of (x) two (2) years after the period beginning on the Issue Date and ending on the date which is one hundred twenty (120) days following the date hereof, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder sale of the Note to prepay Loan in a Secondary Market Transaction or (y) the outstanding Note fourth (principal and accrued interest)4th) anniversary of the Closing Date, in fullprovided no Event of Default exists, Borrower may obtain the release of the Project from the lien of the Mortgage in accordance with this Section 1.9the terms and provisions of SCHEDULE I attached hereto (the "DEFEASANCE OPTION"). Any notice of LOAN AGREEMENT Page 7 Equity Inns- ____________ Loan No. ________________ If the Loan is accelerated for any reason other than casualty or condemnation, and the Loan is otherwise closed to prepayment, Borrower shall pay, in addition to all other amounts outstanding under the Loan Documents, a prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered premium equal to the Holder sum of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2i) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment Yield Maintenance Amount”) equal to 150%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on that would be required under the amounts referred to in clauses (w) Defeasance Option and (xii) plus five percent (z5%) any amounts owed to of the Holder pursuant to Sections 1.3 and 1.4(g) hereofoutstanding balance of the Loan. If for any reason the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time during the period beginning Loan is prepaid on the date which is one hundred twenty-one (121) days from the issue date and ending one hundred eighty (180) days following the issue a day other than a scheduled monthly payment date, the Borrower shall have the rightpay, exercisable on not less than three (3) Trading Days prior written notice in addition to the Holder of the Note to prepay the outstanding Note (principal principal, interest and accrued interest)premium, in fullif any, in accordance with required under this Section 1.9. Any notice of prepayment hereunder (Section, an “Optional Prepayment Notice”) shall be delivered amount equal to the Holder of interest that would have accrued on the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) Loan from the date of prepayment which to the next scheduled monthly payment date. In the event of a prepayment resulting from Lender's application of insurance or condemnation proceeds pursuant to Article 3 hereof, no prepayment penalty or premium shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Second Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 175%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. After the expiration of one hundred eighty (180) days following the date of the Note, the Borrower shall have no right of prepaymentimposed.

Prepayment. Notwithstanding anything to (a) Borrower may not prepay the contrary contained Loan, in this Notewhole or in part, except as provided in Section 4.3(b) below and except that (i) upon a Martinsburg Property Sale, or (ii) the Taking of the Martinsburg Property in whole or in substantial part, Borrower shall prepay the Loan or so long much thereof as the Borrower has not received been prepaid previously and, in the case of a Notice Martinsburg Property Sale, simultaneously shall pay to Lender an Exit Fee computed as provided in Section 4.3(c) unless payment of Conversion from said Exit Fee shall be deemed waived by Lender as provided in Section 4.3(c). The Martinsburg Property shall be deemed to have been Taken in substantial part if the Holderportion thereof remaining after the Taking cannot practically and economically be restored so as to be suitable for the use to which the Martinsburg Property was being put at the time of the Taking. (b) Borrower may prepay the Loan, then in whole but not in part, upon or at any time during after the period beginning repayment of the First Mortgage on the Issue Date and ending on the its original or any extended maturity date which is one hundred twenty upon at least forty-five (12045) days following notice to Lender and the date hereofpayment to Lender of the Exit Fee computed as provided in Section 4.3(c) simultaneously with such prepayment. (c) Whenever any Principal is repaid by Borrower, the for any reason whatsoever, Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice pay in addition to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the NotePrincipal so paid, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal to 150%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) any accrued and unpaid interest Interest thereon, an "Exit Fee" in the amount of three percent (3%) of the Principal so paid, provided, however, that if and to the extent that Principal is paid on the unpaid principal amount Maturity Date, or a prepayment is required as a result of this Note a Martinsburg Property Sale and there have been no material Events of Default during the Term of the Loan with respect to the Optional Prepayment Date plus (y) Default payments of Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder or prepayment is required as a result of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time during the period beginning on the date which is one hundred twenty-one (121) days from the issue date and ending one hundred eighty (180) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder Taking of the Note to prepay Martinsburg Property in whole or in substantial part, then the outstanding Note Exit Fee shall be waived by Lender and shall not be payable by Borrower. (principal and accrued interest)e) No prepayment, in fullwhole or in part, however occurring shall affect in accordance with this Section 1.9. Any notice any way the rights or status of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder Lender as a member of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Second Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 175%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. After the expiration of one hundred eighty (180) days following the date of the Note, the Borrower shall have no right of prepaymentBorrower.

Prepayment. Notwithstanding anything (a) This Note may be prepaid in whole but not in part (except as otherwise specifically provided herein) at any time after the earlier of (1) the date of thirty-sixth (36th) monthly installment of principal and interest due hereunder and (2) if this Note and the Security Instrument become the subject of a securitization, the date that is the second anniversary of the closing of the securitization (in either ease, such date, the "Lock Out Expiration Date") provided (i) written notice of such prepayment is received by Lender not more than sixty (60) days and not less than thirty (30) days prior to the contrary contained in this Notedate of such prepayment, so long as (ii) such prepayment is received on the Borrower has first day of a calendar month (or, if such prepayment is not received on the first day of a Notice calendar month, interest is paid through the last day of Conversion such calendar month) and is accompanied by all interest accrued hereunder and all other sums due hereunder or under the other Loan Documents, and (iii) if this Note is being prepaid prior to the Preferred Prepayment Date, Borrower shall have delivered to Lender cash, treasury notes or other substitute collateral acceptable to Lender sufficient, together with the prepayment, to pay all scheduled payments of principal and interest from and after the Holderdate of prepayment as and when due hereunder, then including, without limitation, the outstanding principal balance hereof on the Preferred Prepayment Date (the "Defeasance Payment"). No Defeasance Payment or other prepayment fee or premium shall be due or payable in connection with any prepayment of the indebtedness evidenced by the Note resulting from application of insurance or condemnation proceeds as provided in the Security Instrument at any time during the period beginning on loan term. With regard to any prepayment made hereunder, if the Issue Date and ending on the date which is one hundred twenty (120) days following the date hereof, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice required in (i) above has not been received by Lender, the prepayment shall be increased by an amount equal to the Holder lesser of the Note to prepay (i) thirty (30) days' unearned interest computed on the outstanding principal balance of this Note so prepaid and (ii) unearned interest computed on the outstanding principal and accrued interest), in full, in accordance with balance of this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to Note so prepaid for the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Noteperiod from, and (2) including, the date of prepayment which shall be not more than three (3) Trading Days from through the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Preferred Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal to 150%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time during the period beginning on the date which is one hundred twenty-one (121) days from the issue date and ending one hundred eighty (180) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Second Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 175%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. After the expiration of one hundred eighty (180) days following the date of the Note, the Borrower shall have no right of prepayment.

Prepayment. Notwithstanding anything (a) In the event either (A) the Issuer consummates any sale occurring after the date hereof of limited liability company member interests, or any other equity interests convertible into limited liability company member interests, of the Issuer for cash or (B) the Issuer receives after the date hereof a cash capital contribution (but excluding any equity contributions by Issuer’s subsidiaries to the contrary contained in this Note, so long as the Borrower has not received a Notice of Conversion from the Holder, then at any time during the period beginning on the Issue Date and ending on the date which is one hundred twenty (120) days following the date hereof, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interestIssuer), which in full, each case under clause (A) or (B) above results in accordance with this Section 1.9. Any notice the receipt by the Issuer of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount least $20,000,000 in Net Cash Proceeds (as defined below) (a “Qualified Equity Contribution”), the Issuer shall give the Payee a written notice of any Qualified Equity Contribution within ten (10) Business Days after its closing. The Payee shall have ten (10) Business Days from the date it receives the Issuer’s written notice to or upon the order of the Holder as specified decide, by the Holder in writing written notice to the Borrower at least one Issuer, whether or not to require a mandatory prepayment under this Note as set forth in this Section 1. In the event the Payee fails to notify the Issuer within such ten (110) business day prior Business Day period, the Payee shall be deemed to have elected not to require a mandatory prepayment under this Note. In the event the Payee has elected by written notice to the Optional Prepayment Date. If the Borrower exercises its right Issuer within such ten (10) Business Day period to prepay the require a mandatory prepayment under this Note, the Borrower Issuer shall make payment to the Holder of a prepayment in an amount in cash (which may not be a negative number) (the “Optional Required Prepayment Amount”) equal to 150%, multiplied by the sum of: (wi) 50% of the then outstanding principal amount of under this Note plus minus (xii) the amount of the principal previously prepaid by the Issuer pursuant to Section 1(b); provided that such deduction under this clause (ii) of the previously prepaid principal shall be permitted only one time for each principal amount so prepaid by the Issuer pursuant to Section 1(b). The Issuer shall make such prepayment within ten (10) Business Days after the Issuer receives a written notice from the Payee of its election to require a mandatory prepayment as set forth in this Section 1(a). Any prepayment under this Note by the Issuer in accordance with this Section 1 shall be without premium or penalty but with accrued and unpaid interest to the date of prepayment on the then outstanding amount of principal; provide that the aggregate amount of prepayment of principal together with the amount of accrued and unpaid interest on the unpaid principal then outstanding amount of this Note to principal shall not exceed the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time during the period beginning on the date which is one hundred twenty-one (121) days from the issue date and ending one hundred eighty (180) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Second Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Second Optional Required Prepayment Amount”) equal to 175%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. After the expiration of one hundred eighty (180) days following the date of the Note, the Borrower shall have no right of prepayment.“

Prepayment. Upon forty-five (45) days prior written notice to Secured Party, Debtor may prepay in whole, but not in part, the then entire unpaid principal balance of any Note, together with all accrued and unpaid interest thereon to the date of such prepayment, provided that in addition to such prepayment, Debtor shall pay (i) any and all other sums then due under any of the Loan Documents, and (ii) a prepayment fee as liquidated damages and not as a penalty, in a sum equal to the following percentages of the amount prepaid: 3% of the amount prepaid for any prepayment during Loan Year 1; 2% of the amount prepaid for any prepayment during Loan Year 2; 1.5% of the amount prepaid for any prepayment during Loan Year 3; 0.75% of the amount prepaid for any prepayment during Loan Years 4, 5 and 6. The prepayment fee described in clause (ii) above shall also be due upon the acceleration of the maturity date of any Note following the occurrence of any Event of Default. As used herein, "Loan Year" shall mean each twelve (12) consecutive months commencing on the date of the respective Note. Notwithstanding anything to the contrary contained in this NoteSection 3, so long as the Borrower has not received if Debtor consummates a Notice public offering of Conversion from the Holder, then at any time during the period beginning on the Issue Date and ending on the date which is one hundred twenty its debt securities or a public or private offering of its equity securities within twelve (12012) days following months after the date hereof, then, on the Borrower shall have first scheduled payment date under the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder Additional Note immediately following consummation of the Note to first such offering after the date of this Agreement, if requested by Secured Party, in its sole discretion, Debtor shall prepay the outstanding principal balance under the Additional Note with such prepayment to be in such amount as Secured Party shall request in its sole discretion, up to Two Million Dollars (principal and accrued interest$2,000,000) (the "Mandatory Prepayment"); provided, however, that the prepayment fee described in full, in accordance with this Section 1.9. Any notice of prepayment hereunder clause (an “Optional Prepayment Notice”ii) shall be delivered to the Holder of the Note at its registered addresses and immediately preceding paragraph shall state: (1) that not be due in connection with the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal to 150%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time during the period beginning on the date which is one hundred twenty-one (121) days from the issue date and ending one hundred eighty (180) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Second Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 175%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. After the expiration of one hundred eighty (180) days following the date of the Note, the Borrower shall have no right of prepaymentMandatory Prepayment.

Prepayment. Notwithstanding anything to the contrary contained in this Note, so long as the Borrower has not received a Notice of Conversion from the Holder, then at any time during the period beginning periods set forth on the Issue Date table immediately following this paragraph (the “Prepayment Periods”) or as otherwise agreed to between the Borrower and ending on the date which is one hundred twenty (120) days following the date hereofHolder, the Borrower shall have the right, exercisable on not less more than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.91.8. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to Holder, or upon the order direction of the Holder as specified by the Holder in a writing to the Borrower (which shall direction to be sent to Borrower by the Holder at least one (1) business day prior to the Optional Prepayment Date). If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash equal to the percentage (the “Optional Prepayment AmountPercentage”) equal to 150%, multiplied by as set forth in the sum of: (w) table immediately following this paragraph opposite the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional applicable Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time during the period beginning on the date which is one hundred twenty-one (121) days from the issue date and ending one hundred eighty (180) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Second Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 175%Period, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4(g) hereof. If 1.4 hereof (the Borrower delivers an “Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. After the expiration of one hundred eighty (180) days following the date of the Note, the Borrower shall have no right of prepaymentAmount”).

Prepayment. Notwithstanding anything to the contrary contained in this Note, so long as the Borrower Maker has not received a Notice of Conversion from the Holder, then at any time during the period beginning on the Issue Date October 30, 2014 and ending on the date which is one hundred twenty (120) days following the date hereofMaturity Date, the Borrower Maker shall have the right, exercisable on not less than three five (35) Trading Days business days prior written notice to the Holder of the Note Holder, to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.91.11. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower Maker is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more less than three five (35) Trading Days business days from the date of on which the Optional Prepayment NoticeNotice is delivered. On (and not before) the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower Maker shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower Maker at least one (1) business day prior to the Optional Prepayment Date. Notwithstanding the foregoing, the Holder shall have the right to convert all or any portion of this Note even after an Optional Prepayment Notice has been delivered, so long as the Holder submits a Notice of Conversion prior to actual prepayment of this Note. If the Borrower Maker exercises its right to prepay the Note, the Borrower Maker shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) in cash equal to 150%, multiplied by 125% of the sum of: (wx) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, Interest (if any, ) on the amounts amount referred to in clauses (w) and clause (x) ), plus (z) any all other fees, penalties or liquidated damage amounts owed to the Holder pursuant to Sections 1.3 and 1.4(gthe terms of this Note (if any). The Maker shall also issue, for no additional consideration, the number of Warrants equal to what the Holder would have received if such Holder converted this Note in full (without regard to any limitations on conversion contained herein) hereofimmediately before the date on which the Optional Prepayment Notice is delivered. If the Borrower Maker delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following on the Optional Prepayment Date, the Borrower Maker shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time during the period beginning on the date which is one hundred twenty-one (121) days from the issue date and ending one hundred eighty (180) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Second Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 175%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. After the expiration of one hundred eighty (180) days following the date of the Note, the Borrower shall have no right of prepayment1.11.

Prepayment. Notwithstanding anything to the contrary contained in this Note, so long as the Borrower has not received a Notice of Conversion from the Holder, then At its option upon at any time during the period beginning on the Issue Date and ending on the date which is one hundred twenty least seven (1207) days following the date hereof, the Borrower shall have the right, exercisable on not less than three (3) Trading Business Days prior written notice to the Holder Agent, Borrower may at any time prepay all or a portion (such portion not to be less than $5,000,000 or increments of $5,000,000 in excess thereof) of the Note outstanding Term Loan Advances by paying the entire principal balance (or such portion thereof) all accrued and unpaid interest thereon, all unpaid Xxxxxx’s fees and expenses due hereunder accrued to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On repayment (including, without limitation, the date fixed for prepayment (portion of the “Optional Prepayment Date”End of Term Charge applicable to the aggregate original principal amount of the Term Loan Advances being prepaid in accordance with Section 2.6(a)), together with a prepayment charge equal to the Borrower shall make payment following percentage of the Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal to 150%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus such Term Loan Advance amount being so prepaid: with respect to each Term Loan Advance (xwhich Advance amount shall include, for the avoidance of doubt, any principal that has been added to the principal balance of such Advance pursuant to Section 2.2(d)(ii)) accrued and unpaid interest on (a) if the unpaid principal amount of this Note such Advance amounts are prepaid on or prior to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time during the period beginning on the date which is one hundred twelve (12) months following the Closing Date, two percent (2.00)%; (b) if the principal amount of such Advance amounts are prepaid after the date which is twelve (12) months following the Closing Date but on or prior to the date which is twenty-four (24) months following the Closing Date, one percent (1211.00)% and (c) days from thereafter through the issue day before the Term Loan Maturity Date, one-half of one percent (0.5)% (each, a “Prepayment Charge”). If at any time Borrower elects to make a prepayment, and at such time, there are outstanding Term Loan Advances under multiple Tranches, the Prepayment Charge shall be determined by applying the amount of such prepayment in the following order: first, to the outstanding principal amount (and accrued but unpaid interest thereon) of Term Loan Advances outstanding under the Tranche with the latest initial funding date; second, to the outstanding principal amount (and accrued but unpaid interest thereon) of Term Loan Advances outstanding under the Tranche with the next latest initial funding date and ending one hundred eighty so on until the entire principal balance of all Term Loan Advances made hereunder (180and all accrued but unpaid interest thereon) days following is paid in full. Xxxxxxxx agrees that the issue date, Prepayment Charge is a reasonable calculation of Xxxxxxx’ lost profits in view of the difficulties and impracticality of determining actual damages resulting from an early repayment of the Term Loan Advances. Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (amount of all principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of interest through the prepayment hereunder (an “Optional date and the Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Second Optional Prepayment Amount (as defined below) to or Charge upon the order occurrence of a Change in Control or any other prepayment hereunder. Notwithstanding the Holder as specified by foregoing, Agent and Xxxxxxx agree to waive the Holder Prepayment Charge if Agent and Lenders (in their sole and absolute discretion) or their respective Affiliates agree in writing to refinance the Borrower at least one (1) business day Term Loan Advances prior to the Optional Prepayment Term Loan Maturity Date. If Any amounts paid under this Section shall be applied by Agent to the Borrower exercises then unpaid amount of any outstanding Secured Obligations (including principal and interest) in such order and priority as Agent may choose in its right to prepay sole discretion. For the Noteavoidance of doubt, if a payment hereunder becomes due and payable on a day that is not a Business Day, the Borrower due date thereof shall make payment to be the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 175%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. After the expiration of one hundred eighty (180) days following the date of the Note, the Borrower shall have no right of prepaymentnext Business Day.

Prepayment. Notwithstanding anything Subject to Holder’s Conversion Right, the contrary contained in this Note, so long as the Borrower has not received a Notice of Conversion from the Holder, then Company may at any time during the period beginning on the Issue Date and ending on the date which is one hundred twenty (120) days following the date hereof, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice from time to the Holder of the Note to time prepay the outstanding Note Note, in whole or in part (principal and accrued interestother than any Conversion Amount, if the Conversion Right is exercised by Holder), in full, in accordance with this Section 1.9. Any upon irrevocable notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder by not later than 11:00 a.m. at least five Business Days prior thereto, which notice shall specify the date of such prepayment. If any such notice is given, all outstanding Principal (other than any Principal related to the Conversion Amount, if the Conversion Right is exercised by Holder) shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaid and all Late Fees, if any. If this Note is prepaid through any prepayments, Holder shall be paid a prepayment premium equal to 1% of the aggregate amount of the outstanding Principal so prepaid. The parties hereto agree that in the event of the Company’s prepayment of any portion of the Note at its registered addresses under this Section 12, the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any redemption premium due under this Section 12 is intended by the parties to be, and shall state: (1) be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty. Notwithstanding the foregoing, in the event that pursuant to the Borrower Stock Purchase Agreement, the Original Principal Amount is exercising its right to prepay reduced, but such reduction is determined after the NoteCompany has made payments of Principal or Interest hereunder, the amounts due hereunder by the Company shall be recalculated taking into account the reduction in the Original Principal Amount, and (2) in the date event Company has made any payments in excess of prepayment the amounts which would have been required hereunder had the Original Principal Amount been so reduced prior to making such payments, the amount of such excess shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”)treated as prepayments, the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to and no penalties or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal to 150%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time during the period beginning on the date which is one hundred twenty-one (121) days from the issue date and ending one hundred eighty (180) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) premiums shall be delivered due or charged with respect to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Second Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 175%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. After the expiration of one hundred eighty (180) days following the date of the Note, the Borrower shall have no right of prepaymentsuch prepayments.

Prepayment. Notwithstanding anything (a) Unless expressly stated otherwise in any Note, the Borrower may prepay to the contrary contained Agent, for the ratable benefit of the holders of an interest in this Noteany Loan, so long as the outstanding principal amount of such Loan pursuant to written notice given by the Borrower has to the Agent not received later than the fifth Business Day before the date of the proposed prepayment, such prepayments to be without premium or penalty except as set forth in the Loan Documents. All voluntary prepayments under this paragraph (a) must be made on a Notice Payment Date. Each such notice shall specify the Loan to be prepaid, the amount of Conversion from the Holderprepayment, then at any time during and the period beginning Payment Date for the prepayment and shall be irrevocable and binding on the Issue Date and ending on Borrower. Prepayments of Loans shall be made in a minimum amount of $1,000,000 or if the date which is one hundred twenty (120) days following prepayment would cause the date hereofoutstanding principal amount of the Loan being prepaid to be less than $5,000,000, the prepayment must be in the entire outstanding principal amount of such Loan. Upon receipt of any notice of prepayment, the Agent shall give prompt notice of the intended prepayment to the Lenders holding an interest in such Loan. For each such notice given by the Borrower, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), specified Loan in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal to 150%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to specified date as set forth in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereofsuch notice. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time during the period beginning on the date which is one hundred twenty-one (121) days from the issue date and ending one hundred eighty (180) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Second Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 175%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. After the expiration of one hundred eighty (180) days following the date of the Note, the The Borrower shall have no right to prepay any principal amount of any Loan except as provided in the corresponding Notes or in this subsection 2.3(a). Each prepayment of principal on any Loan pursuant to this subsection 2.3(a) shall be accompanied by payment of all accrued but unpaid interest on the principal amount prepaid and any amounts required to be paid pursuant to Section 2.9 as a result of such prepayment. All prepayments pursuant to this subsection 2.3(a) shall be applied to the required payments of principal on the Loan being prepaid in the inverse order of maturity.

Prepayment. Notwithstanding anything to the contrary contained in this Note, so long as the Borrower has not received a Notice of Conversion from the Holder, then at any time during the period beginning on the Issue Date and ending on the date which is one hundred twenty thirty (12030) days following the date hereofissue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal to 150115%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest Default Interest, if any, on the unpaid amounts referred to in clauses (w) and (x) plus (y) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding anything to the contrary contained in this Note, at any time during the period beginning on the date which is thirty-one (31) days following the issue date and ending on the date which is sixty (60) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any Optional Prepayment Notice shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the Optional Prepayment Date, the Borrower shall make payment of the Second Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 120%, multiplied by the sum of: (w) the then outstanding principal amount of this Note to the Optional Prepayment Date plus (yx) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (zy) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding anything to the contrary contained in this Note, at any time during the period beginning on the date which is sixty-one (61) days following the issue date and ending on the date which is ninety (90) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any Optional Prepayment Notice shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the Optional Prepayment Date, the Borrower shall make payment of the Third Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Third Optional Prepayment Amount”) equal to 123%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (y) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time during the period beginning on the date that is one ninety-one (91) days from the issue date and ending one hundred thirty six (136) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any Optional Prepayment Notice shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the Optional Prepayment Date, the Borrower shall make payment of the Fourth Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Fourth Optional Prepayment Amount”) equal to 129%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (y) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time during the period beginning on the date that is one hundred twenty-one thirty seven (121137) days from the issue date and ending one hundred eighty (180) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) Notice shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Second Fifth Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Second Fifth Optional Prepayment Amount”) equal to 175135%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (zy) any amounts owed to the Holder pursuant to Section Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. After the expiration of one hundred eighty (180) days following the date of the Note, the Borrower shall have no right of prepayment.

Prepayment. Notwithstanding anything to the contrary contained (a) This Note may be prepaid in this Note, so long as the Borrower has not received a Notice of Conversion from the Holder, then whole or in part at any time during after the period beginning second (2nd) anniversary of the date hereof (the "Lock-out Expiration Date") provided (i) written notice of such prepayment is received by Lender not more than ninety (90) days and not less than thirty (30) days prior to the date of such prepayment, (ii) such prepayment is made on a Payment Date or in the event such prepayment is not on a Payment Date, such prepayment shall include all interest on the Issue principal amount being prepaid through the end of the Interest Accrual Period relating to the next Payment Date, (iii) such prepayment is accompanied by all interest accrued hereunder through and including the date of such prepayment and all other sums due hereunder or under the other Loan Documents, and (iv) if such prepayment occurs after the Lock-out Expiration Date but on or before the date that is nine (9) years and six (6) months after the date of this Note (the date that is nine (9) years and six (6) months after the date of this Note being hereinafter referred to as the "Open Prepayment Date"), Lender (except as otherwise provided in Section 1.5(c)) is paid a prepayment fee in an amount equal to the greater of (A) one percent (1.0%) of the principal amount being prepaid, and (B) the present value of a series of payments each equal to the Payment Differential (as hereinafter defined) and payable on each Payment Date over the term of this Note and remaining until the Open Prepayment Date, discounted at the Reinvestment Yield (as hereinafter defined) for the number of months remaining as of the date of such prepayment to each such Payment Date and ending on the date which is one hundred twenty (120) days following the date hereof, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Open Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal to 150%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time during the period beginning on the date which is one hundred twenty-one (121) days from the issue date and ending one hundred eighty (180) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Second Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 175%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. After the expiration of one hundred eighty (180) days following the date of the Note, the Borrower shall have no right of prepayment.The term "

Prepayment. Notwithstanding anything to the contrary contained in this Note, so long as the Borrower has not received a Notice of Conversion from the Holder, then At its option upon at any time during the period beginning on the Issue Date and ending on the date which is one hundred twenty least seven (1207) days following the date hereof, the Borrower shall have the right, exercisable on not less than three (3) Trading Business Days prior written notice to the Holder Agent, Borrower may prepay all, or a portion of the Note to prepay outstanding Advances by paying the outstanding Note entire principal balance (principal and accrued interestor such portion thereof), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal to 150%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) all accrued and unpaid interest on thereon, together with a prepayment charge equal to the unpaid following percentage of the Advance amount being prepaid: (i) with respect to each Advance made pursuant to Tranche 1 and Tranche 2, if such Advance amounts are prepaid in any of the first thirty-six (36) months following the Closing Date, 1.50%;, and thereafter, 0.00%, and (ii) with respect to each Advance made pursuant to Tranche 3, Tranche 4, Tranche 5, or Tranche 6 after the Second Amendment Closing Date, if such Advance amounts are prepaid in any of the first thirty-six (36) months following the Second Amendment Closing Date, 1.50%, and thereafter, 0.00% (each, a “Prepayment Charge”); provided that any partial prepayment shall be in minimum increments of principal in the amount of this Note to the Optional Prepayment Date plus $5,000,000 (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereofor such lesser amount as is then outstanding). If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time during Borrower elects to make a prepayment, and at such time, there are outstanding Advances under multiple Tranches, the period beginning on Prepayment Charge shall be determined by applying the date which is one hundred twenty-one amount of such prepayment in the following order: first, to the outstanding principal amount (121and accrued but unpaid interest thereon) days from of Advances outstanding under the issue Tranche with the latest initial funding date; second, to the outstanding principal amount (and accrued but unpaid interest thereon) of Advances outstanding under the Tranche with the next latest initial funding date and ending one hundred eighty so on until the entire principal balance of all Advances made hereunder (180and all accrued but unpaid interest thereon) days following is paid in full. Borrower agrees that the issue date, Prepayment Charge is a reasonable calculation of the Lenders’ lost profits in view of the difficulties and impracticality of determining actual damages resulting from an early repayment of the Advances. Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (amount of all principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of interest through the prepayment hereunder (an “Optional date and the Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Second Optional Prepayment Amount (as defined below) to or Charge upon the order occurrence of a Change in Control or any other prepayment hereunder. Notwithstanding the Holder as specified by foregoing, Agent and the Holder Lenders agree to waive the Prepayment Charge if Agent and the Lenders (in their sole and absolute discretion) agree in writing to refinance the Borrower at least one (1) business day Advances prior to the Optional Prepayment Term Loan Maturity Date. If the Borrower exercises its right to prepay the Note, the Borrower Any amounts paid under this Section shall make payment be applied by Agent to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 175%, multiplied by the sum of: (w) the then outstanding principal unpaid amount of this Note plus any Secured Obligations (xincluding principal and interest) accrued in such order and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to priority as Agent may choose in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. After the expiration of one hundred eighty (180) days following the date of the Note, the Borrower shall have no right of prepaymentsole discretion.

Prepayment. Notwithstanding anything In consideration of Borrower's agreement to pay the contrary contained prepayment indemnity required by Section I.8 and the prepayment fee required by this Section, Borrower may prepay the Notes for any Series Loan, in this Notewhole or in part, so long as the Borrower has not received a Notice of Conversion from the Holder, then at any time during without premium or penalty except that each prepayment shall be accompanied by: (a) a prepayment fee equal to: (i) 1.25% of the period beginning amount prepaid if such prepayment occurs prior to the Conversion Date or in the first Loan Year for such Series Loan; (ii) 1.00% of the amount prepaid if such prepayment occurs in the second Loan Year for such Series Loan; (iii) 0.75% of the amount prepaid if such prepayment occurs in the third Loan Year for such Series Loan; (iv) 0.50% of the amount prepaid if such prepayment occurs in the fourth Loan Year for such Series Loan; or (v) 0.25% of the amount prepaid if such prepayment occurs in the fifth Loan Year for such Series Loan; provided, however, that no prepayment fee under this subsection (a) shall be required with respect to any prepayment made by the Borrower from the proceeds of a capital contribution made to the Borrower by LTF immediately following LTF's receipt of proceeds from an initial public offering of equity securities by LTF; (b) each prepayment shall be accompanied by the amount, if any, required by Section I.8.; and (c) no prepayment may be made on any Series Loan unless Borrower contemporaneously prepays the Issue Date and ending on the date which is one hundred twenty (120) days following the date hereofoutstanding principal balance of each other Series Loan, the Refinance Loan and the Xxxx Loan by the same Prepayment Percentage. Borrower shall have give the right, exercisable on not less than Administrative Bank at least three (3) Trading Days Business Days' prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of any prepayment which and the Administrative Bank shall be not more than three (3) Trading Days from give prompt notice to the date Primary Lenders for such Series Loan of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified any notice received by the Holder in writing Administrative Bank pursuant to the Borrower at least one (1) business day prior to the Optional Prepayment Datethis Section I.3. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal to 150%, multiplied Any prepayment must be accompanied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount prepaid. Each partial prepayment on any Series Loan shall be in the amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, $10,000.00 or an integral multiple thereof and shall be applied against installments due on the amounts referred to Notes for such Series Loan in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereofinverse order of their maturities. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to Amounts paid or prepaid under this Section 1.9I.3. Notwithstanding any to the contrary stated elsewhere herein, at any time during the period beginning on the date which is one hundred twenty-one (121) days from the issue date and ending one hundred eighty (180) days following the issue date, the Borrower shall have the right, exercisable on may not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Second Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 175%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. After the expiration of one hundred eighty (180) days following the date of the Note, the Borrower shall have no right of prepaymentreborrowed.

Prepayment. Notwithstanding anything to the contrary contained in this Note, so long as the Borrower has not received a Notice of Conversion from the Holder, then at any time during the period beginning on the Issue Date and ending on the date which is one hundred twenty thirty (12030) days following the date hereofissue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal to 150115%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest Default Interest, if any, on the unpaid amounts referred to in clauses (w) and (x) plus (y) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding anything to the contrary contained in this Note, at any time during the period beginning on the date which is thirty-one (31) days following the issue date and ending on the date which is sixty (60) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any Optional Prepayment Notice shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the Optional Prepayment Date, the Borrower shall make payment of the Second Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 120%, multiplied by the sum of: (w) the then outstanding principal amount of this Note to the Optional Prepayment Date plus (yx) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (zy) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding anything to the contrary contained in this Note, at any time during the period beginning on the date which is sixty-one (61) days following the issue date and ending on the date which is ninety (90) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any Optional Prepayment Notice shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the Optional Prepayment Date, the Borrower shall make payment of the Third Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Third Optional Prepayment Amount”) equal to 123%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (y) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time during the period beginning on the date which that is one hundred twentyninety-one (12191) days day from the issue date and ending one hundred eighty (180) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) Notice shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Second Fourth Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Second Fourth Optional Prepayment Amount”) equal to 175135%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (zy) any amounts owed to the Holder pursuant to Section Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. . After the expiration of one hundred eighty (180) days following the date of the Note, the Borrower shall have no right of prepayment.

Prepayment. Notwithstanding anything The Borrower shall not prepay all or any portion of the principal amount outstanding of Revolving Loans without the express written consent of the Lender, which consent shall be in the Lender’s sole discretion to grant or withhold, and except as may otherwise be permitted hereunder. Any prepayment shall be made together with accrued interest to the contrary contained date of such prepayment on the amount prepaid; provided, however, that (i) prepayments of Revolving Loans prior to the Maturity Date shall not reduce the Revolving Loan Commitment; (ii) all prepayments shall be in this Note, so long as amounts not less than the lesser of $100,000 or an integral multiple thereof or the amount of any Revolving Loan being prepaid; and (iii) any Revolving Loan may be designated by the Borrower has not received a Notice to be prepaid if and only to the extent that prepayment is made on the last day of Conversion an Interest Period or subject to the payment of amounts described in Section 7.1(d) hereof. Each prepayment made pursuant to this Section shall be accompanied by the payment of (i) accrued interest to date of such prepayment on the amount prepaid and (ii) any and all payments required pursuant to Section 7.1 hereof in respect of such prepayment. (c) If the Borrower receives notice from the Holder, then Lender that the aggregate principal amount of all Revolving Loans outstanding hereunder exceeds at any time during the period beginning on the Issue Date and ending on the date which is one hundred twenty (120) days following the date hereof$18,000,000, the Borrower shall have the rightprepay Revolving Loans, exercisable on not less than three together with all accrued interest thereon and any amounts due under Section 7.1(d) hereof, as necessary to eliminate such excess within 2 Business Days after receipt of such notice. (3d) Trading Days prior written notice to the Holder The Revolving Credit Termination Date may be extended any number of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall statetimes as follows: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the i. The Borrower shall make payment give the Lender an irrevocable written request substantially in the form of the Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower Exhibit C hereto at least one (1) business day prior to year and 30 days before the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount Revolving Credit Termination Date then in cash (the “Optional Prepayment Amount”) equal to 150%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time during the period beginning on the date which is one hundred twenty-one (121) days from the issue date and ending one hundred eighty (180) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Second Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 175%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. After the expiration of one hundred eighty (180) days following the date of the Note, the Borrower shall have no right of prepaymenteffect.

Prepayment. Notwithstanding anything to the contrary contained in this Note, so long as the Borrower has not received a Notice Provided no Event of Conversion from the Holder, then at any time during the period beginning on the Issue Date and ending on the date which is one hundred twenty (120) days following the date hereofDefault exists, the Borrower shall have principal balance of the rightNote may be prepaid, exercisable on in whole but not in part, upon: (i) not less than three (3) Trading Days 15 days and not more than 30 days prior written notice to (the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional "Prepayment Notice”") shall to Lender specifying the scheduled payment date on which prepayment is to be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment made (the “Optional "Prepayment Date”"), the Borrower shall make ; (ii) payment of the Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal to 150%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) all accrued and unpaid interest on the unpaid outstanding principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time during the period beginning on the date which is one hundred twenty-one (121) days from the issue date and ending one hundred eighty (180) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder balance of the Note to prepay and including the outstanding Note (Prepayment Date together with a payment of all interest which would have accrued on the principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder balance of the Note at its registered addresses to and shall state: including the first day of the calendar month immediately following the Prepayment Date, if such prepayment occurs on a date which is not the first day of a calendar month (1the "Shortfall Interest Payment"); (iii) that the Borrower is exercising its right to prepay payment of all other sums then due under the Note, and the Security Agreement and (2iv) payment of a prepayment consideration (the date "Prepayment Consideration") in an amount equal to one percent (1%) of prepayment which the principal amount of the Note being prepaid. If a Prepayment Notice is given by Borrower to Lender, the principal balance of the Note and the other sums required by the Note, Security Agreement or Loan Agreement shall be not more than three (3) Trading Days from due and payable on the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Second Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If Lender shall not be obligated to accept any prepayment of the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 175%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder balance of the Note within two (2) business days following unless it is accompanied by all sums due in connection therewith. Notwithstanding anything contained herein to the Optional contrary, provided no Event of Default exists, no Prepayment Date, Consideration shall be due in connection with a complete or partial prepayment resulting from the Borrower shall forever forfeit its right to prepay application of Proceeds as set forth in the Note pursuant to this Section 1.9. After the expiration of one hundred eighty (180) days following the date of the Note, the Borrower shall have no right of prepaymentSecurity Agreement and partial prepayments may be made from such Proceeds.

Prepayment. Notwithstanding anything Except for (i) prepayments that are permitted or required under the Deeds of Trust (relating to certain casualty and condemnation events and certain Transfers of Personal Property) and (ii) prepayments that are permitted pursuant to the contrary contained in this Note, so long as Deed of Trust or contemplated by the Borrower has not received a Notice terms of Conversion from the Holder, then at any time during the period beginning on the Issue Date and ending on the date which is one hundred twenty (120) days following the date hereof, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice Loan Documents with respect to the Holder maintenance of the required Fixed Charge Coverage Ratio for the Site covered thereby, each Note may not be prepaid in full or in part prior to the tenth anniversary of the Closing Date for such Note. From and after such tenth anniversary, and provided there is no continuing Event of Default under the Loan Documents after giving effect to prepayments permitted by the Deed of Trust or contemplated by the terms of the Loan Documents with respect to maintenance of the required Fixed Charge Coverage Ratio for the Site covered thereby, Debtor may prepay the outstanding Note principal balance of one or more Notes in full or, pursuant to the Deed of Trust or contemplated by the terms of the Loan Documents with respect to maintenance of the required Fixed Charge Coverage Ratio for the Site covered thereby or as permitted or required under the Deeds of Trust (principal relating to certain casualty and accrued interestcondemnation events and certain Transfers of Personal Property), in fullpart (but only with respect to the Notes corresponding to the affected Sites), without premium or penalty. Except as otherwise contemplated by the Deeds of Trust in accordance the case of casualty or condemnation, Debtor shall provide FFCA with this Section 1.9. Any notice of its intention to prepay any Note, and any such prepayment hereunder (an “Optional Prepayment Notice”shall occur and be due and payable on the first day of the next calendar month after such notice, or the first Business Day preceding such date if such date is not a Business Day; provided that during such period no Event of Default under Section 13(a)(7) shall be delivered deemed to the Holder have occurred if such prepayment, when made, shall cure such default. With any prepayment of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the outstanding principal balance of a Note, and (2) Debtor shall pay all accrued but unpaid interest thereon through the date of prepayment which and all other amounts due and unpaid under the Loan Documents. Upon a partial prepayment of a Note, (i) the amount prepaid shall be not more than three applied to the outstanding indebtedness under the Note and (3ii) Trading Days from the date remaining indebtedness under the Note shall be reamortized over the remaining term of the Optional Prepayment NoticeNote. On the date fixed for Upon prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal to 150%, multiplied by the sum of: (w) the then outstanding principal amount of this a Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time during the period beginning on the date which is one hundred twenty-one (121) days from the issue date and ending one hundred eighty (180) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice FFCA will release or cause to be released, the corresponding Guaranty and the Liens created by the Deed of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered Trust and all other Loan Documents encumbering the Site corresponding to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the such Note, and (2) promptly deliver documents, including, without limitation, UCC-3 termination statements, reasonably requested by Debtor to effect such release. Debtor acknowledges that the date making of the Loan by FFCA at the interest rate and on the other terms set forth in this Section 2 is sufficient consideration for the inclusion of the provisions in this Section 2 and FFCA would not make the Loan on the terms set forth herein without the inclusion of such provisions. Debtor also acknowledges that the provisions of this Section 2 limiting the right of prepayment which shall be not more than three (3) Trading Days from the date were independently negotiated and bargained for, and constitute a specific, material part of the Optional Prepayment Notice. On consideration given by Debtor to FFCA for making the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Second Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 175%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. After the expiration of one hundred eighty (180) days following the date of the Note, the Borrower shall have no right of prepayment.01/514412.5 Arby's 16

Prepayment. Notwithstanding anything (a) "Lease Year" as used below shall be calculated from anniversary date to anniversary date of the applicable Schedule. Lessee may not voluntarily prepay all or any portion of any Schedule unless: (a) Lessor has received at least ninety (90) days prior written notice of a specific prepayment date; (b) The prepayment is made only on a date where a payment is regularly scheduled and due on the Schedule;(c) Lessee is prepaying the full amount of the Schedule and all accrued and unpaid interest to the contrary contained date of such prepayment; (d)Lessee is not in default under this Note, so long Schedule or other related lease documents; and (e) Lessee is paying to Lessor along with such prepayment a prepayment premium fee equal to a percentage of the remaining principal balance of the Schedule as the Borrower has not received a Notice of Conversion from the Holder, then follows: Schedules may be prepaid at any time during in whole, but not in part, at a price equal to 102% of the period beginning then outstanding balance, plus accrued interest. The prepayment premium is assessed as a liquidated damage fee assessed as compensation for breakage costs, the costs of making funds available to Lessee, internal costs and losses and the like and not as a penalty. All prepayment premiums assessed hereunder shall be included in the obligations or indebtedness, as applicable, under the other related lease documents. Lessee acknowledges and agrees that any involuntary prepayment hereunder, whether due to acceleration or otherwise, shall be subject to the applicable prepayment premium assessed hereunder. Upon the prepayment in whole of the principal amount by Lessee, including the satisfaction by Lessee of all of the prepayment conditions listed herein, the Lease with respect to the such Equipment shall terminate, and Lessee shall be entitled to such Equipment, “AS-IS,” “WHERE-IS,” WITHOUT WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR FITNESS FOR THE USE CONTEMPLATED BY LESSEE, except that such Equipment shall not be subject to any lien or encumbrance created by or arising through Lessor. In the event that Lessor exercises its right pursuant to this Agreement to declare the unpaid principal balance of a Lease to be immediately due and payable, then, in addition to all of the other rights and remedies available to Lessor under this Agreement, Lessee shall be immediately obligated to pay to Lessor the Prepayment Fee with respect to the entire unpaid principal balance of such Lease. For purposes of computing the Prepayment Fee which is due following such a declaration, the "Prepayment Date" shall be the date of such declaration or another date selected by Lessor, in its discretion, which is after the date of such declaration and on, or before, the date on which the unpaid principal balance of such Lease, all accrued interest thereon and all other amounts due thereunder have been paid in full. In the event of any involuntary prepayment, other than an involuntary prepayment governed by the prior paragraph, the Lessee shall be obligated to pay to Lessor, simultaneously with such involuntary prepayment, (i) the interest on the Issue Date amount so prepaid accrued through and ending on the date which is one hundred twenty (120) days following the date hereof, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) including the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal to 150%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (xii) plus (z) any amounts owed to a Prepayment Fee in the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note amount determined pursuant to this Section 1.9Agreement. Notwithstanding any For purposes of computing the Prepayment Fee with respect to the contrary stated elsewhere herein, at any time during the period beginning on the date which is one hundred twenty-one (121) days from the issue date and ending one hundred eighty (180) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Second Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 175%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note prepayments made pursuant to this Section 1.9. After paragraph, the expiration of one hundred eighty (180) days following Prepayment Date shall be the date of the Note, the Borrower shall have no right of prepaymenton which such involuntary prepayment is actually received by Lessor.

Prepayment. Notwithstanding anything If this Note bears interest at a floating or variable rate and no floor or minimum rate is specified, Borrower may prepay all or any portion of the principal balance of this Note at any time, without premium or penalty. If not permitted under the preceding sentence, any prepayment of principal (including any principal repayment as a result of acceleration by Bank of this Note) shall require immediate payment to Bank of a prepayment fee equal to the contrary contained amount, if any, by which the aggregate present value of scheduled principal and interest payments eliminated by the prepayment exceeds the principal amount being prepaid. Said present value shall be calculated by application of a discount rate determined by Bank in this Noteits reasonable judgment to be the yield-to-maturity at the time of prepayment on U. S. Treasury securities having a maturity which most closely approximates the final maturity date of the principal balance then outstanding. Whether or not a prepayment fee is required hereunder, so long as prepayments shall be applied to scheduled installments of principal in the Borrower has not received a Notice inverse order of Conversion from the Holdertheir maturity, then at any time during the period beginning shall be accompanied by payment of accrued interest on the Issue Date and ending on principal amount being prepaid and, unless this Note has been accelerated by Bank, shall not be permitted in an amount less than the date which is one hundred twenty (120) days following scheduled principal installment immediately prior to final maturity of the outstanding principal balance. YUASA-EXIDE, INC. By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------ Xxxxxxx X. Xxxxxxx, Pres. -Finance By: /s/ Xxxxxxx X. XxXxxxxxxxx ------------------------------------ Xxxxxxx X. XxXxxxxxxxx, Treasurer Date: 12/23/97 ---------------------------------- EXPLANATION AND WAIVER OF RIGHTS REGARDING CONFESSION OF JUDGMENT 1. On the date hereof, Yuasa-Exide, Inc. , a(an) corporation ---------------------- ---------------------- (the Borrower shall have "Obligor") is signing and delivering to CoreStates Bank, N.A. (the right"Bank") a [X] Promissory note in the principal sum of Ten Million & 00/100---- Dollars ------------------------ ($10,000,000.00) ---------------- [_] Guaranty of Obligations of ----------------------------------------------- [_] Other -------------------------------------------------------------------- (as the same may be renewed, exercisable on not less than three modified, amended, extended, restated or replaced, whether one or more, the "Obligation"). The Obligor has been advised by the Bank (3) Trading Days prior written notice to and by the Holder of the Note to prepay the outstanding Note (principal and accrued interest)Obligor's legal counsel, in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1if applicable) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal to 150%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time during the period beginning on the date which is one hundred twenty-one (121) days from the issue date and ending one hundred eighty (180) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) Obligation contains a clause that provides that the Borrower is exercising its right to prepay Bank may confess judgment against the Note, Obligor. The Obligor has read the Obligation and (2) clearly and specifically understands that by signing the date Obligation which contains such confession of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Second Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 175%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. After the expiration of one hundred eighty (180) days following the date of the Note, the Borrower shall have no right of prepayment.judgment clause:

Prepayment. Notwithstanding anything The Borrower shall not prepay all or any portion of the principal amount outstanding of Revolving Loans without the express written consent of the Lender, which consent shall be in the Lender’s sole discretion to grant or withhold, and except as may otherwise be permitted hereunder. Any prepayment shall be made together with accrued interest to the contrary contained date of such prepayment on the amount prepaid; provided, however, that (i) prepayments of Revolving Loans prior to the Maturity Date shall not reduce the Revolving Loan Commitment; (ii) all prepayments shall be in this Note, so long as amounts not less than the lesser of $100,000 or an integral multiple thereof or the amount of any Revolving Loan being prepaid; and (iii) any Revolving Loan may be designated by the Borrower has not received a Notice to be prepaid if and only to the extent that prepayment is made on the last day of Conversion an Interest Period or subject to the payment of amounts described in Section 7.1(d) hereof. Each prepayment made pursuant to this Section shall be accompanied by the payment of (i) accrued interest to date of such prepayment on the amount prepaid and (ii) any and all payments required pursuant to Section 7.1 hereof in respect of such prepayment. (c) If the Borrower receives notice from the Holder, then Lender that the aggregate principal amount of all Revolving Loans outstanding hereunder exceeds at any time during the period beginning on the Issue Date and ending on the date which is one hundred twenty (120) days following the date hereof$18,000,000, the Borrower shall have the rightprepay Revolving Loans, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal together with all accrued interest thereon and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal to 150%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(gdue under Section 7.1(d) hereof, as necessary to eliminate such excess within 2 Business Days after receipt of such notice. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder (d) The Revolving Credit Termination Date may be extended any number of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time during the period beginning on the date which is one hundred twenty-one (121) days from the issue date and ending one hundred eighty (180) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Second Optional Prepayment Amount (times as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 175%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. After the expiration of one hundred eighty (180) days following the date of the Note, the Borrower shall have no right of prepayment.follows:

Prepayment. Notwithstanding anything to the contrary contained in this Note, so long as the Borrower has not received a Notice of Conversion from the Holder, then At its option upon at any time during the period beginning on the Issue Date and ending on the date which is one hundred twenty least seven (1207) days following the date hereof, the Borrower shall have the right, exercisable on not less than three (3) Trading Business Days prior written notice to the Holder Agent, Borrower may prepay all, or a portion of the Note to prepay outstanding Advances by paying the outstanding Note entire principal balance (principal and accrued interestor such portion thereof), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal to 150%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) all accrued and unpaid interest on thereon, together with a prepayment charge equal to the unpaid following percentage of the Advance amount being prepaid: (i) with respect to each Advance made pursuant to Tranche 1 and Tranche 2, if such Advance amounts are prepaid in any of the first thirty-six (36) months following the Closing Date, 1.50%, and thereafter, 0.00%, and (ii) with respect to each Advance made pursuant to Tranche 3, Tranche 4, Tranche 5, or Tranche 6 after the Second Amendment Closing Date, if such Advance amounts are prepaid in any of the first thirty-six (36) months following the Second Amendment Closing Date, 1.50%, and thereafter, 0.00% (each, a “Prepayment Charge”); provided that any partial prepayment shall be in minimum increments of principal in the amount of this Note to the Optional Prepayment Date plus $5,000,000 (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereofor such lesser amount as is then outstanding). If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time during Borrower elects to make a prepayment, and at such time, there are outstanding Advances under multiple Tranches, the period beginning on Prepayment Charge shall be determined by applying the date which is one hundred twenty-one amount of such prepayment in the following order: first, to the outstanding principal amount (121and accrued but unpaid interest thereon) days from of Advances outstanding under the issue Tranche with the latest initial funding date; second, to the outstanding principal amount (and accrued but unpaid interest thereon) of Advances outstanding under the Tranche with the next latest initial funding date and ending one hundred eighty so on until the entire principal balance of all Advances made hereunder (180and all accrued but unpaid interest thereon) days following is paid in full. Borrower agrees that the issue date, Prepayment Charge is a reasonable calculation of the Lenders’ lost profits in view of the difficulties and impracticality of determining actual damages resulting from an early repayment of the Advances. Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (amount of all principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of interest through the prepayment hereunder (an “Optional date and the Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Second Optional Prepayment Amount (as defined below) to or Charge upon the order occurrence of a Change in Control or any other prepayment hereunder. Notwithstanding the Holder as specified by foregoing, Agent and the Holder Lenders agree to waive the Prepayment Charge if Agent and the Lenders (in their sole and absolute discretion) agree in writing to refinance the Borrower at least one (1) business day Advances prior to the Optional Prepayment Term Loan Maturity Date. If the Borrower exercises its right to prepay the Note, the Borrower Any amounts paid under this Section shall make payment be applied by Agent to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 175%, multiplied by the sum of: (w) the then outstanding principal unpaid amount of this Note plus any Secured Obligations (xincluding principal and interest) accrued in such order and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to priority as Agent may choose in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. After the expiration of one hundred eighty (180) days following the date of the Note, the Borrower shall have no right of prepaymentsole discretion.

Prepayment. Notwithstanding anything to the contrary contained Except as otherwise expressly stated in this Note, so long as the Borrower has not received a Notice of Conversion from the Holder, then at any time during the period beginning on the Issue Date Articles 2 and ending on the date which is one hundred twenty (120) days following the date 3 hereof, the Borrower shall have the right, exercisable on upon not less than three thirty (330) Trading Days days prior written notice to the Holder of the Note to Lender, Borrower may prepay the outstanding Note (principal Loan and accrued interest)any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, in full, in accordance with this Section 1.9. Any notice upon payment of a prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment fee (the “Optional Prepayment DateFee”)) equal to, the Borrower shall make payment of the Optional as applicable, (i) for any Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day Date occurring prior to the Optional Seventh (7th) Loan Year, the Yield Maintenance Amount, (ii) for any Prepayment Date occurring on or after the date set forth in clause (i) above, but prior to the eighth (8th) Loan Year, two percent (2.0%) of the amount of Principal Balance being prepaid on such Prepayment Date; and (iii) for any Prepayment Date occurring on or after the date set forth in clause (ii) above, but prior to the ninth (9th) Loan Year, one percent (1.0%) of the amount of Principal Balance being prepaid on such Prepayment Date. If the Borrower exercises its right to prepay the NoteThereafter, the Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal to 150%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time during the period beginning on the date which is one hundred twenty-one (121) days from the issue date and ending one hundred eighty (180) days following the issue date, the Borrower shall have the right, exercisable on upon not less than three thirty (330) Trading Days days’ prior written notice to Lender, Borrower may prepay the Holder Loan and any other amounts then due and payable under this Agreement and other Loan Documents in whole but not in part, without Prepayment Fee. The Prepayment Fee shall be due and payable upon any acceleration or prepayment of the Note Loan, whether voluntary, involuntary, as a result of, or otherwise in connection with, a Creditors’ Rights Law proceeding or upon occurrence of an Event of Default, and Lender shall not be obligated to prepay accept any prepayment unless it is accompanied by all accrued interest due under the outstanding Note (principal Loan Documents and accrued interestall other Obligations of Borrower due under the Loan Documents, together with an amount equal to the applicable Prepayment Fee. Such amounts may be applied by Lender in such order and priority as Lender shall determine. The parties hereto acknowledge and agree that the damages that Lender would suffer as a result of the Loan being prepaid are difficult or impossible to ascertain and, therefore, agree that the aforesaid Prepayment Fee is a reasonable approximation of such damages and does not constitute a penalty. Lender is not obligated hereunder or under any of the other Loan Documents to re-advance to Borrower any sums prepaid by Borrower, whether prepaid voluntarily or involuntarily. If for any reason Borrower prepays the Loan on a date other than a Payment Date, Borrower shall also pay to Lender, in addition to any other amounts required under this Section 2.3(d), in full, in accordance with this Section 1.9. Any notice of all interest which would have accrued on the prepayment hereunder amount from the Prepayment Date until (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2but not including) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment next succeeding Payment Date”), the Borrower shall make payment of the Second Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 175%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. After the expiration of one hundred eighty (180) days following the date of the Note, the Borrower shall have no right of prepayment.

Prepayment. Notwithstanding anything to the contrary contained in this Note, so (a) So long as the Borrower has not received a Notice no Event of Conversion from the Holder, then at any time during the period beginning on the Issue Date Default (as defined herein) or Repurchase Event (as defined herein) or Repurchase Event (as defined herein) shall have occurred and ending on the date which is one hundred twenty (120) days following the date hereofbe continuing, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior 20 days or more than 25 days written notice to the Holder of the Note Holder, at any time to prepay this Note in whole or in any part of not less than $500,000 principal amount (or such lesser principal amount as shall remain unpaid at the outstanding Note (principal and accrued interesttime of exercise of such right), in full, in accordance with this Section 1.91.1 by payment of the amount herein provided. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses address appearing on the records of the Borrower and shall state: state (1) that the Borrower is exercising its right to prepay all or a portion of the principal amount of this Note, and (2) the principal amount to be prepaid, (3) the date of prepayment which shall and (4) that this Note must be not more than three surrendered by the Holder at or before the time the Prepayment Amount (3as defined herein) Trading Days from the date of the Optional Prepayment Noticeis paid. On the date fixed for prepayment (or on such later date as the “Optional Prepayment Date”)Holder shall surrender this Note to the Company in connection with such prepayment, the Borrower shall make payment of the Optional Prepayment Amount (as defined below) by wire transfer of immediately available funds to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Dateprepayment date. If the Borrower exercises its right to prepay the all or a portion of this Note, the Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal to 150%, multiplied by the sum of: of (w1) the then outstanding sum of (A) the principal amount of this Note plus to be prepaid PLUS (xB) accrued and unpaid interest on the unpaid such principal amount of this Note to the Optional Prepayment Date plus date of prepayment PLUS (yC) accrued and unpaid Default Interest, if any, on the amounts amount referred to in clauses the immediately preceding clause (wB) and (x) plus (z) any amounts owed to at the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to rate provided in this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time during the period beginning on the date which is one hundred twenty-one (121) days from the issue date and ending one hundred eighty (180) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three PLUS (32) Trading Days an amount equal to the product obtained by multiplying (a) the sum stated in the immediately preceding clause (1) TIMES (b) the quotient (expressed as a percentage) obtained by dividing (x) the amount determined by subtracting from 100 percent the Applicable Percentage in effect on the date of prepayment BY (y) the Optional Applicable Percentage in effect on such prepayment date (such sum being referred to as the "Prepayment NoticeAmount"). On Upon the prepayment of less than the entire unpaid principal amount of this Note, a new Note containing the same date and provisions as this Note shall be issued by the Borrower to the Holder for the principal balance of this Note which shall not have been prepaid. If notice of prepayment has been given as above provided, unless converted into Common Stock pursuant to the terms hereof, the Prepayment Amount shall become due and payable in respect of this Note or the portion hereof to be prepaid shall become due and payable on the prepayment date and, unless the Borrower shall default in the payment of such amounts when due, interest on this Note or portion of this Note to be so prepaid shall cease to accrue and this Note or the portion hereof to be so prepaid shall cease after the close of business on the business day next preceding the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Second Optional Prepayment Amount (as defined below) to or upon the order of be convertible into Common Stock and the Holder as specified by shall have no further right in respect of this Note or the Holder portion hereof to be so prepaid except the right to receive the amount due hereunder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Daterespect of such prepayment. If the Borrower exercises its Company shall fail to make payment in full of any Prepayment Amount as and when due in accordance herewith and the Company's notice of prepayment, in addition to any other rights or remedies, the Holder shall have the right to prepay convert the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 175%, multiplied by the sum of: (w) the then outstanding principal amount unpaid portion of this Note plus (x) accrued and unpaid interest on any such conversions shall be taken into account in determining the unpaid principal remaining amount to be paid by the Company by reason of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. After the expiration of one hundred eighty (180) days following the date of the Note, the Borrower shall have no right of such prepayment.

Prepayment. Notwithstanding anything to the contrary contained in this Note, so long as the Borrower has not received a Notice of Conversion from the Holder, then at any time during the period beginning (a) Limitation on the Issue Date and ending Prepayment; Prepayment Consideration Due on the date which is one hundred twenty (120) days following the date hereof, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9Acceleration. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal to 150%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time during the period beginning on the date which is one hundred twenty-one (121) days from the issue date and ending one hundred eighty (180) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Second Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 175%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. After the expiration of one hundred eighty (180) days following the date of the Note, the Borrower shall have no right to prepay the Loan in whole or part at any time, except as expressly set forth in this Section 2.6(a). Commencing on and at any time after the First Open Prepayment Date, Borrower may prepay the Loan in whole, but not in part, without payment of Prepayment Consideration, provided that (i) Borrower shall provide to Lender not less than thirty (30) days' prior written notice of such prepayment, (ii) together with such prepayment Borrower also shall pay all accrued and unpaid interest and all other Obligations and (iii) if such prepayment occurs on any day other than a Payment Date, then together therewith Borrower also shall pay to Lender the amount of interest that would have accrued on the amount being prepaid from and including the date of such prepayment to (but excluding) the Payment Date following such date of prepayment. Borrower shall not be required to pay any Prepayment Consideration with respect to an application of insurance proceeds or condemnation awards by Lender pursuant to this Agreement or the Mortgage in the absence of an Event of Default. In addition, in the event the Lender elects to apply insurance proceeds or condemnation proceeds to the payment of the Indebtedness pursuant to this Agreement, then, so long as an Event of Default has not occurred and is not continuing, the Borrower may prepay the Loan in part and simultaneously obtain a release of the affected Mortgaged Property and all Collateral related thereto from the Lien of the Mortgage and the Loan Documents, provided that on the date of the release, (i) the Borrower prepays the Principal Indebtedness in an amount equal to 125% of the KC Allocated Loan Amount (in the case of a Release of the Mortgaged Property owned by the KC Borrower) or 125% of the TC Allocated Loan Amount (in the case of a Release of the Mortgaged Property owned by the TC Borrower) TC Borrower and (ii) the Borrower makes the payments provided for in clauses (i) and (ii) of the second preceding sentence.

Prepayment. Notwithstanding anything (a) The principal balance of this Note may not be prepaid in whole or in part prior to the contrary contained sixth Loan Year. During the sixth Loan Year or any time thereafter, provided no Event of Default exists, the principal balance of this Note may be prepaid in whole, or in part, upon but not less than thirty (30) days and not more than forty (40) days prior written notice to Lender specifying the date on which prepayment is to be made (the "Prepayment Date") and upon payment of (i) accrued interest to and including the Prepayment Date together with a payment of all interest which would have accrued on the principal balance of this Note to and including the first day of the calendar month immediately following the Prepayment Date, if such prepayment occurs on a date which is not the first day of a month (the "Shortfall Interest Payment"), (ii) (A) in the event of a partial prepayment, all other sums then due under this Note, so long as the Borrower has not received Security Instrument and the Other Security Documents, and (B) in the event of a Notice of Conversion from the Holderprepayment in whole, then at any time during the period beginning on the Issue Date and ending on the date which is one hundred twenty (120) days following the date hereofall other sums due under this Note, the Security Instrument and the Other Security Documents, and (iii) the Prepayment Consideration (defined below). Notwithstanding the foregoing, Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note additional privilege to prepay the outstanding Note (entire principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal to 150%, multiplied by the sum of: (w) the then outstanding principal amount balance of this Note plus during the sixty (x60) accrued calendar days immediately preceding the Maturity Date without any fee or consideration for such privilege provided (i) no Event of Default exists, (ii) written notice of such prepayment is given by Borrower to Lender in the manner set forth above and unpaid interest on (iii) Borrower shall be required to make the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default InterestShortfall Interest Payment, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time during the period beginning on the date which is one hundred twenty-one (121) days from the issue date and ending one hundred eighty (180) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Second Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 175%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. After the expiration of one hundred eighty (180) days following the date of the Note, the Borrower shall have no right of prepaymentapplicable.

Prepayment. Subject to Section 1.6(d), the Borrower may, upon at least one Business Day’s notice to the Lender, prepay, without a prepayment fee, all or a portion of the principal amount outstanding under either the Senior Revolving Loan or the Subordinated Debt by paying the principal amount to be prepaid, together with unpaid accrued interest thereon to the date of prepayment. Notwithstanding anything to the contrary contained set forth in this Notethe immediately preceding sentence, so long as the Borrower has not received a Notice of Conversion from the Holder, then at any time during the period beginning on the Issue Date and ending on the date which is one hundred twenty (120) days following the date hereof, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of any prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal to 150%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.91.4(f) shall be considered to be the Business Day following receipt of the prepayment by the Lender unless such prepayment is received by the Lender before 1:00 p.m. (Chicago time) and is made in immediately available funds. Notwithstanding any anything to the contrary stated elsewhere hereinset forth in this Agreement or in any other Loan Document, principal amounts outstanding under the Term Loan may not be prepaid without the written consent and approval of the Lender, which consent and approval may be withheld at any time during the period beginning on the date which is one hundred twenty-one (121) days Lender’s sole and absolute discretion; provided, however, that if all amounts outstanding under all other indebtedness owing from the issue date Borrower to the Lender have been repaid and ending one hundred eighty (180) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice has satisfied in full all other financial obligations to the Holder of the Note to prepay the outstanding Note (principal and accrued interest)Lender, in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that then the Borrower is exercising its right may prepay by paying the principal amount to prepay the Note, and (2) be prepaid together with unpaid accrued interest thereon to the date of prepayment. Notwithstanding anything to the contrary set forth in this Agreement or in any other Loan Document, for any prepayment which shall be not more than three (3) Trading Days of all or, from the date time to time, part of the Optional Prepayment Notice. On outstanding unpaid principal balance under the date fixed for prepayment (the “Optional Prepayment Date”)Subordinated Debenture at any time, the Borrower shall make payment pay to Lender a prepayment fee in an amount equal to 0.50% of the Second Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder principal amount so prepaid, in writing a form acceptable to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 175%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. After the expiration of one hundred eighty (180) days following the date of the Note, the Borrower shall have no right of prepaymentLender.

Prepayment. Notwithstanding anything At its option upon at least seven (7) Business Days prior written notice (which such notice may be conditioned upon the consummation of a transaction constituting a Change in Control, other transformative transaction or a refinancing of the Loans) to Agent, Borrower may prepay all or a portion of the outstanding Term Loan Advances by paying the entire principal balance (or such portion thereof) of all accrued and unpaid interest thereon, all unpaid Lender’s fees and expenses due hereunder accrued to the contrary contained date of the repayment (including, without limitation, the portion of the End of Term Charge applicable to the aggregate original principal amount of the Term Loan Advances being prepaid in this Noteaccordance with Section 2.6(a)), together with a prepayment charge equal to the following percentage of the outstanding principal amount of such Term Loan Advance amount being so long as prepaid: with respect to each Term Loan Advance if the Borrower has not received a Notice principal amount of Conversion from the Holder, then at any time during the period beginning such Advance amounts are prepaid (a) on the Issue Date and ending on or prior to the date which is one hundred twenty twelve (12012) days months following the date hereof, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal to 150%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Closing Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time during the period beginning on three percent (3.00%); (b) after the date which is one hundred twelve (12) months following the Closing Date and on or prior to the date which is twenty-four (24) months following the Closing Date, two percent (2.00%); and (c) thereafter, one percent (1211.00%) days from (each, a “Prepayment Charge”). If at any time Borrower elects to make a prepayment, and at such time, there are outstanding Term Loan Advances under multiple Tranches, the issue Prepayment Charge shall be determined by applying the amount of such prepayment in the following order: first, to the outstanding principal amount (and accrued but unpaid interest thereon) of Term Loan Advances outstanding under the Tranche with the latest initial funding date; second, to the outstanding principal amount (and accrued but unpaid interest thereon) of Term Loan Advances outstanding under the Tranche with the next latest initial funding date and ending one hundred eighty so on until the entire principal balance of all Advances made hereunder (180and all accrued but unpaid interest thereon) days following is paid in full. Bxxxxxxx agrees that each Prepayment Charge is a reasonable calculation of Lxxxxxx’ lost profits in view of the issue date, difficulties and impracticality of determining actual damages resulting from an early repayment of the Term Loan Advances. Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (amount of all principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of interest through the prepayment hereunder (an “Optional date and each Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Second Optional Prepayment Amount (as defined below) to or Charge upon the order occurrence of a Change in Control or any other prepayment hereunder. Notwithstanding the Holder as specified by foregoing, Agent and Lxxxxxx agree to waive the Holder Prepayment Charge if Agent, Lenders and/or their controlled Affiliates (in their sole and absolute discretion) agree in writing to refinance the Borrower at least one (1) business day Term Loan Advances prior to the Optional Prepayment Term Loan Maturity Date. If Any amounts paid under this Section shall be applied by Agent to the Borrower exercises then unpaid amount of any outstanding Secured Obligations (including principal and interest) in such order and priority as Agent may choose in its right to prepay sole discretion. For the Noteavoidance of doubt, if a payment hereunder becomes due and payable on a day that is not a Business Day, the Borrower due date thereof shall make payment to be the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 175%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. After the expiration of one hundred eighty (180) days following the date of the Note, the Borrower shall have no right of prepaymentimmediately preceding Business Day.

Prepayment. Notwithstanding anything Other than the quarterly amortization payments made pursuant to the contrary contained in this NoteSection 2.1, so long as the Borrower has not received a Notice of Conversion from the Holder, then at any time during the period beginning on the Issue Date and ending on the date which is one hundred twenty (120i) days following the date hereof, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder 6 months of the Note to Amendment Effective Date, Borrower may only prepay the outstanding Note Tranche 1 Term Loan and the Incremental Term Loan, and (principal ii) following 12 months of the Amendment Effective Date, Borrower may prepay the Amendment Effective Date Term Loan, Second Installment Loan and accrued interest)Third Installment Loan, in fulleach case, in accordance with this Section 1.92.4. Any At its option, upon at least five (5) Business Days written notice of prepayment hereunder to Agent (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to may prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal to 150%, multiplied by the sum of: (w) of not less than Dollar Equivalent of $1,000,000 or all of the then outstanding principal amount balance of this Note plus (x) any of the Term Loans and all accrued and unpaid interest on thereon, together with a prepayment charge equal to one percent (1.0%) of the unpaid principal amount being prepaid (each, a “Prepayment Charge”). Borrower agrees that the Prepayment Charge is a reasonable calculation of this Note Lender’s lost profits in view of the difficulties and impracticality of determining actual damages resulting from an early repayment of the Term Loan or a portion thereof as aforesaid. Any such early repayments shall be applied pro rata to the Optional required remaining amortization payments of the applicable Term Loan in direct order of maturity. In a case where a Lender has submitted a Conversion Notice to Borrower within the five (5) Business Day period following receipt of the Prepayment Date plus (y) Default InterestNotice, no prepayment shall be allowed prior to conversion as requested in such Conversion Notice and the Conversion Notice shall prevail. The Prepayment Notice shall apply to any outstanding Term Loan amount remaining, if any, on after conversion as specified in the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereofConversion Notice. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment DateIn addition, the Borrower shall forever forfeit its right Borrower’s ability to prepay the Note pursuant to this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time Term Loan shall be suspended during the period beginning commencing on the date which is one hundred twenty-one (121) days from the issue date and ending one hundred eighty (180) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Second Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 175%, multiplied by the sum earlier of: (wi) entry into a letter of intent, memorandum of understanding or similar agreement for a proposed Change in Control of ProQR Therapeutics N.V. or ProQR Therapeutics Holding B.V., (ii) receipt of a written bona fide offer from for a proposed Change in Control of ProQR Therapeutics N.V. or ProQR Therapeutics Holding B.V., or (iii) when Borrower otherwise engages in substantive negotiations in furtherance of a proposed Change in Control of ProQR Therapeutic N.V. or ProQR Therapeutics Holding B.V., which, in the then outstanding principal amount case of this Note plus clause (x) accrued iii), to the extent that such substantive negotiations would constitute material non-public information for purposes of U.S. federal securities laws, and unpaid interest ending on the unpaid principal amount termination, rejection or expiration (as applicable) of this Note to the Optional Prepayment Date plus (y) Default Interestsuch agreement, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. After the expiration of one hundred eighty (180) days following the date of the Note, the Borrower shall have no right of prepaymentwritten offer or such substantive negotiations.

Prepayment. Notwithstanding anything Borrower shall pay the charge provided in the Note for prepayment of the Obligations if for any reason (including the acceleration of the due date of the Obligations by Lender following the occurrence of an Event of Default) any of such Obligations shall be due and payable or paid prior to the contrary contained in this Notestated maturity date thereof, so long as the Borrower has whether or not received a Notice of Conversion from the Holder, then such payment is made prior to or at any time during sale held pursuant to or by virtue of this Article IV. Lender has relied on Borrower’s creditworthiness and its agreement to repay the period beginning on Obligations in strict accordance with the Issue Date terms set forth in the Loan Instruments, and ending on would not make the date which is one hundred twenty (120) days following Loan without the date hereof, the promises by Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to make all payments due pursuant to the Holder Loan Instruments and not to prepay all or any part of the principal balance of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered prior to the Holder final maturity date thereof, except on the terms expressly set forth herein and in the Note. Therefore, any prepayment of the Note, whether occurring as a voluntary prepayment by Borrower or occurring upon an acceleration of the Note by Lender or otherwise, will prejudice Lender’s ability to meet its obligations and to earn the return on the funds advanced to Borrower, which Lender intended and expected to earn when it made the Loan, and will also result in other losses and additional expenses to Lender. In consideration of Lender making the Loan at its registered addresses the interest rate and for the term set forth in the Note, Borrower expressly waives all rights it may have under applicable law to prepay, without charge or premium, all or any part of the Note, either voluntarily or upon an acceleration of the Note by Lender, including an acceleration upon the making or suffering by Borrower of any transfer or disposition prohibited by Section 1.11. If a prepayment of all or any part of the principal balance of the Note is made by or on behalf of Borrower, for any reason (other than in connection with a casualty or condemnation with respect to the Secured Property when no Event of Default exists and such payment of outstanding principal is made as a result of Lender’s election pursuant to Section 1.03F(3) or Section 1.07B(3) of this Security Deed, in which events no Make-Whole Amount shall state: (1) that be due in connection therewith), whether due to the voluntary acceptance by Lender of a prepayment tendered by Borrower, or the acceleration of the Note by Lender, or in connection with any reinstatement of the Loan Instruments pursuant to any foreclosure proceedings, or any right of redemption exercised by Borrower is exercising its or any other party having the right to prepay redeem or to prevent any foreclosure of this Security Deed, or upon the consummation of any foreclosure sale, or under any other circumstances, Borrower or any other Person making any such prepayment shall be obligated to pay, concurrently therewith, the Make-Whole Amount, as defined and as set forth in the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Make-Whole Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing shall be a condition to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder making of an amount in cash (the “Optional Prepayment Amount”) equal to 150%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time during the period beginning on the date which is one hundred twenty-one (121) days from the issue date and ending one hundred eighty (180) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Notesuch prepayment, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Second Optional Prepayment Make-Whole Amount (shall be secured by this Security Deed and the other Loan Instruments. Borrower shall pay the Make-Whole Amount without prejudice to the right of Lender to collect any other amounts due pursuant hereto or to declare a default hereunder. Nothing herein shall be construed as defined below) to or upon the order permitting any partial prepayment of the Holder as specified by the Holder Obligations, except with Lender’s prior written consent thereto obtained in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 175%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. After the expiration of one hundred eighty (180) days following the date of the Note, the Borrower shall have no right of prepaymenteach instance.

Prepayment. Notwithstanding anything Loans may be prepaid upon the terms and conditions set forth herein. For Loans in connection with which Borrower has or may incur Hedging Obligations, the related Lender Hedging Agreement shall terminate upon prepayment of the associated Loan (subject to the contrary provisions related to early termination that are contained in this Note, so long as the Borrower has not received a Notice of Conversion from the Holder, then at any time during the period beginning on the Issue Date and ending on the date which is one hundred twenty (120such Lender Hedging Agreement) days following the date hereof, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest)unless Lender, in fullits sole discretion agrees in writing to continue the Lender Hedging Agreement in full force and effect to its stated maturity, and additional obligations may be associated with prepayment, in accordance with this Section 1.9the terms and conditions of the applicable Lender Hedging Agreements. Any notice Each prepayment of the principal amount of a Loan shall be accompanied by the payment of all charges outstanding on such Loan and of all accrued interest on the principal repaid to the date of payment. Borrower acknowledges that prepayment hereunder or acceleration of the Term Loan may result in Lender incurring additional costs, expenses and/or liabilities and that it is extremely difficult and impractical to ascertain the extent of such costs, expenses and/or liabilities. Therefore, all full or partial prepayments of the Term Loan (an “Optional Prepayment Notice”including without limitation upon acceleration of such Loan) shall be delivered accompanied by, and Borrower hereby promises to pay on each date the Term Loan is prepaid or the date all sums payable under the Term Loan become due and payable by acceleration, in addition to all other sums then owing, an amount (the "Yield Maintenance Fee") computed as follows: The current rate for United States Treasury securities (bills on a discounted basis shall be converted to a bond equivalent) with a maturity date closest to the Holder scheduled payment date for the amounts being prepaid shall be subtracted from the "cost of funds" component of the Note interest rate in effect hereunder for the Term Loan at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date time of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Dateprepayment. If the Borrower exercises its right to prepay result is zero or a negative number, there shall be no Yield Maintenance Fee. If the Noteresult is a positive number, then the Borrower resulting percentage shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal to 150%, be multiplied by the sum of: (w) the then outstanding principal amount of this Note plus the principal balance being prepaid. The resulting amount shall be divided by 360 and multiplied by the number of days remaining in the term as to which the prepayment is being made. Said amount shall be reduced to present value, calculated by using the number of days remaining in the term as to which the prepayment is being made and using the above-referenced United States Treasury security rate and the number of days remaining in the term as to which the prepayment is being made. The resulting amount shall be the Yield Maintenance Fee due to Lender upon prepayment of the Term Loan (x) accrued if any). Borrower acknowledges that the Yield Maintenance Fee is bargained-for consideration and unpaid not a penalty. All prepayments of any Loan shall be applied first to fees and expenses then due hereunder, second to any Hedging Obligations owed by Borrower with respect to such Loan, third to interest on the unpaid principal amount of this Note balance accrued to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time during the period beginning on the date which is one hundred twenty-one (121) days from the issue date and ending one hundred eighty (180) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from prepayment, and last to the date principal balance of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Second Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 175%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. After the expiration of one hundred eighty (180) days following the date of the Note, the Borrower shall have no right of prepayment.Loan which is being prepaid

Prepayment. Notwithstanding anything to the contrary contained in this Note, so long as the Borrower has not received a Notice of Conversion from the Holder, then at any time during the period beginning on the Issue Date and ending on the date which is one hundred twenty thirty (12030) days following the date hereofissue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal to 150115%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest Default Interest, if any, on the unpaid amounts referred to in clauses (w) and (x) plus (y) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding anything to the contrary contained in this Note, at any time during the period beginning on the date which is thirty-one (31) days following the issue date and ending on the date which is sixty (60) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any Optional Prepayment Notice shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the Optional Prepayment Date, the Borrower shall make payment of the Second Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 120%, multiplied by the sum of: (w) the then 12 outstanding principal amount of this Note to the Optional Prepayment Date plus (yx) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (zy) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding anything to the contrary contained in this Note, at any time during the period beginning on the date which is sixty-one (61) days following the issue date and ending on the date which is ninety (90) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any Optional Prepayment Notice shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the Optional Prepayment Date, the Borrower shall make payment of the Third Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Third Optional Prepayment Amount”) equal to 123%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (y) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time during the period beginning on the date which that is one hundred twentyninety-one (12191) days day from the issue date and ending one hundred eighty (180) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) Notice shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Second Fourth Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Second Fourth Optional Prepayment Amount”) equal to 175135%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (zy) any amounts owed to the Holder pursuant to Section Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional 13 Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. . After the expiration of one hundred eighty (180) days following the date of the Note, the Borrower shall have no right of prepayment.

Prepayment. Notwithstanding anything to the contrary contained in provisions of Section 2.3 of this Note, so long as the Borrower has not received a Notice of Conversion from the Holder, then at any time after the Issuance Date, upon ten (10) Business Days written notice to the Holders and during which ten (10) day period the period beginning Holders shall have the right to convert the Note into Conversion Shares pursuant to Section 4.1(a) of this Note, the Maker at its option, shall have the right to prepay all (but not less than all) of the outstanding Principal and accrued but unpaid interest on this Note and all Other Notes then outstanding (the Issue Date “Voluntary Prepayment”) by delivering to the Holder of this Note and ending to each Other Holder of the Other Notes then outstanding the applicable Prepayment Price (as defined below) for this Note and each such Other Note. The prepayment price (the “Prepayment Price”) shall equal, for this Note and each Other Note, the product of (i) (A) the outstanding Principal being prepaid plus (B) all accrued but unpaid interest through and including the date prior to the date the Prepayment Price is paid, multiplied by (ii) 120%. Notwithstanding the above in this Section 5.1, the Maker’s right to prepay hereunder shall not apply to any portion of this Note that is not convertible on the date which is of such prepayment notice as a result of the 9.999% conversion limitation described in Section 4.4(b) above. For example, if (AA) this Note then permits the Holder to acquire one hundred twenty (120100) days following Conversion Shares, (BB) the date hereof, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior Maker delivers a written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal to 150%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right Maker’s intent to prepay the Note pursuant and Other Notes in full, and (CC) due to a 9.999% conversion limitation on the conversion of this Section 1.9. Notwithstanding any to the contrary stated elsewhere hereinNote that is then in effect, at any time during the period beginning this Note can only be converted into 25 Conversion Shares on the date which is one hundred twenty-one (121) days from the issue date and ending one hundred eighty (180) days following the issue dateof such notice, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its then Maker’s right to prepay the Note, and (2) the date of prepayment which this Note shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Second Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing only apply to the Borrower at least one outstanding Principal (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 175%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) and any accrued and but unpaid interest on the unpaid principal amount of this Note thereof) relating to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. After the expiration of one hundred eighty (180) days following the date of the Note, the Borrower shall have no right of prepaymentsuch 25 Conversion Shares.

Prepayment. No Loan Party shall voluntarily prepay any Debt except (a) the Obligations and (b) if no Default or Event of Default exists, the Debt outstanding under the $100MM Notes and the Prudential Notes. Notwithstanding anything any restriction on the making of Revolving Loans hereunder, the Agent may, and shall if instructed by the Majority Lenders, repay the Debt outstanding under the Prudential Notes, including any amounts owing with respect to the contrary contained any "Yield Maintenance Amount" due thereunder, in this Noteits or their (as applicable) sole discretion, so long as the Borrower has not received a Notice of Conversion from the Holder, then at any time during the period beginning on existence of any Default or Event of Default, during the Issue Date and ending on existence of any event of default under the date Prudential Notes or any other event which is one hundred twenty (120) days following the date hereof, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder permits acceleration of the Note to prepay indebtedness under the outstanding Note (principal Prudential Notes, if the Prudential Notes otherwise become due and accrued interest), payable in full, in accordance with or if the holders of the Prudential Notes do not vote affirmatively for any proposed consent, waiver, amendment, or other modification relating to this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered Agreement which pursuant to the Holder Intercreditor Agreement the holders of the Note at its registered addresses Prudential Notes are entitled to vote hereunder and such proposed consent, waiver, amendment, or other modification is not approved but would have been approved if the holders of the Prudential Notes had no voting rights hereunder. The amount of any payment pursuant to the preceding sentence shall state: (1) constitute Revolving Loans pursuant to this Agreement, and the Borrowers and the Lenders agree that the Borrower is exercising its right to prepay the Note, and (2) the date existence or occurrence of prepayment any event which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make may result in any payment of the Optional Prepayment Amount Prudential Notes pursuant to the preceding sentence shall be deemed a request for a Borrowing of Base Rate Revolving Loans hereunder and that the Agent may charge the amount of any such payment to the Loan Account as provided in this Agreement. Each Lender agrees that notwithstanding anything in this Agreement to the contrary, Revolving Loans that are made pursuant to this Agreement, whether in the Agent's discretion or at the direction of the Majority Lenders or any other group of applicable Lenders as provided herein, to repay in full the Prudential Notes shall not be subject to the requirements of Section 8.2. The Borrowers and the Agent agree that a Reserve in an amount at least equal to the outstanding principal and "Yield Maintenance Amount" (as defined belowdetermined by the Agent in the exercise of its reasonable credit judgment) to or upon the order of the Holder as specified by the Holder in writing to the Borrower Prudential Notes shall be maintained at least one (1) business day all times prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount repayment in cash (the “Optional Prepayment Amount”) equal to 150%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder full of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time during the period beginning on the date which is one hundred twenty-one (121) days from the issue date and ending one hundred eighty (180) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Second Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 175%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. After the expiration of one hundred eighty (180) days following the date of the Note, the Borrower shall have no right of prepaymentPrudential Notes.

Prepayment. Notwithstanding anything A prepayment fee (referred to herein as the "Prepayment Fee") shall be paid to the contrary contained Lender in this Notethe event that the Loan is prepaid (or shall become due and payable) prior to the Maturity Date, so long as whether such prepayment is voluntary or involuntary, including, without limitation, any prepayment which results from any default under any of the Borrower has not received a Notice Loan Documents and an acceleration of Conversion from the Holder, then at any time during the period beginning on the Issue Date and ending on the date which is one hundred twenty (120) days following the date hereof, the indebtedness due thereunder. The Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal to 150%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time during the period beginning on Term, to prepay the date which is one hundred twenty-one (121) days from entire outstanding principal balance of the issue date and ending one hundred eighty (180) days following the issue dateLoan, provided, that, the Borrower shall have furnishes the right, exercisable on not less than three Lender with at least ninety (390) Trading Days days' prior written notice to the Holder of the Note its intent to prepay (the outstanding Note (principal and accrued interest"Prepayment Notice"), in fulland provided, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) further, that the Borrower is exercising its right pays to prepay the Note, and Lender (2) upon the specific date of for prepayment which shall be not more than three (3) Trading Days from identified in the date Prepayment Notice), together with the entire outstanding principal balance of the Optional Prepayment Notice. On the date fixed for prepayment Loan, all accrued and unpaid interest (the “Optional Prepayment Date”)including, the Borrower shall make payment without limitation, Additional Interest) and any other costs, charges and sums due under this Agreement and all of the Second Optional other Loan Documents, a "Prepayment Amount Fee" equal to (and defined herein as) the greater of: (A) the then present value discounted at the Current Rate (as defined belowhereinafter defined) to or upon the order of the Holder as specified by difference between (I) the Holder product of the Interest Rate then in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 175%effect, multiplied by the sum of: then outstanding principal balance of the Loan, multiplied by the remaining number of years (wor fraction thereof) of the Term and (II) the product of the annual rate of interest (as of the date of prepayment) of actively traded marketable United States treasury securities bearing a fixed rate of interest adjusted for a constant maturity equal to the remaining number of years (rounded to the nearest whole year) of the Term (the "Current Rate"), multiplied by the then-outstanding principal balance of the Loan, multiplied by the remaining number of years (or fraction thereof) of the Term; or (B) one percent (1%) of the then outstanding principal amount balance of this Note plus the Loan multiplied by the remaining number of years (xor fraction thereof) accrued and unpaid interest on of the unpaid principal amount of this Note Term. The Prepayment Fee shall be paid without prejudice to the Optional Prepayment Date plus (y) Default Interest, if any, on rights of the amounts referred Lender to in clauses (w) and (x) plus (z) collect any amounts owed to the Holder pursuant to Section 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder Lender. The Borrower shall not be entitled to make any partial prepayments of principal at any time during the Term without the prior written consent of the Note within two (2) business days following Lender, which consent may be withheld in the Optional Prepayment DateLender's sole and absolute discretion. Once given, the Borrower Prepayment Notice shall forever forfeit its right be irrevocable and the failure to prepay the Note pursuant to this Section 1.9. After the expiration of one hundred eighty (180) days following the date make prepayment of the Note, Loan in accordance with the Borrower Prepayment Notice shall have no right be an Event of prepaymentDefault hereunder.

Prepayment. Notwithstanding anything to the contrary contained in this Note, so long as the Borrower has not received a Notice of Conversion from the Holder, then At its option upon at any time during the period beginning on the Issue Date and ending on the date which is one hundred twenty least seven (1207) days following the date hereof, the Borrower shall have the right, exercisable on not less than three (3) Trading Business Days prior written notice to the Holder Agent (which such notice may be conditioned on a concurrent transaction closing), Borrower may prepay all, but not less than all, of the Note to prepay outstanding Advances by paying the outstanding Note (entire principal and accrued interest)balance, in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal to 150%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) all accrued and unpaid interest on the unpaid principal amount of this Note thereon, together with a prepayment charge equal to the Optional Prepayment Date plus (y) Default Interestfollowing percentage of the Advance amount being prepaid: with respect to each Advance, if anysuch Advance amounts are prepaid in any of the first twelve (12) months following the Closing Date, 3.00%; on the amounts referred or after twelve (12) months but prior to in clauses twenty four (w24) months, 2.00%; on or after twenty four (24) months but prior to thirty six (36) months, 1.00% and on or after thirty-six (x36) plus months, 0.00% (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereofeach, a “Prepayment Charge”). If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time during Borrower elects to make a prepayment, and at such time, there are outstanding Advances under multiple Tranches, the period beginning on Prepayment Charge shall be determined by applying the date which is one hundred twenty-one amount of such prepayment in the following order: first, to the outstanding principal amount (121and accrued but unpaid interest thereon) days from of Advances outstanding under the issue Tranche with the latest initial funding date; second, to the outstanding principal amount (and accrued but unpaid interest thereon) of Advances outstanding under the Tranche with the next latest initial funding date and ending one hundred eighty so on until the entire principal balance of all Advances made hereunder (180and all accrued but unpaid interest thereon) days following is paid in full. Xxxxxxxx agrees that the issue date, Prepayment Charge is a reasonable calculation of the Lenders’ lost profits in view of the difficulties and impracticality of determining actual damages resulting from an early repayment of the Advances. Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (amount of all principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of interest through the prepayment hereunder (an “Optional date the Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Second Optional Prepayment Amount (as defined below) to or Charge upon the order occurrence of a Change in Control or any other prepayment hereunder. Notwithstanding the Holder as specified by foregoing, Agent and the Holder Lenders agree to waive the Prepayment Charge if Agent and the Lenders (in their sole and absolute discretion) agree in writing to refinance the Borrower at least one (1) business day Advances prior to the Optional Prepayment Term Loan Maturity Date. If Any amounts paid under this Section shall be applied by Agent to the Borrower exercises then unpaid amount of any Secured Obligations (including principal and interest) in such order and priority as Agent may choose in its right to prepay sole discretion. For the Noteavoidance of doubt, if a payment hereunder becomes due and payable on a day that is not a Business Day, the Borrower due date thereof shall make payment to be the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 175%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. After the expiration of one hundred eighty (180) days following the date of the Note, the Borrower shall have no right of prepaymentimmediately preceding Business Day.

Prepayment. Notwithstanding anything to the contrary contained in this NoteAt its option, so long as the Borrower has not received a Notice of Conversion from the Holder, then upon at any time during the period beginning on the Issue Date and ending on the date which is one hundred twenty least five (1205) days following the date hereof, the Borrower shall have the right, exercisable on not less than three (3) Trading Days Business Days’ prior written notice to the Holder Agent, Borrower may prepay all or a portion of the Note to prepay outstanding Advances by paying the outstanding Note entire principal balance (principal and accrued interestor such portion thereof), all accrued and unpaid interest thereon, together with a prepayment charge equal to the following percentage of the Advance amount being prepaid: with respect to each Advance (which Advance amount shall include, for the avoidance of doubt, any principal that has been added to the principal balance of such Advance pursuant to Section 2.2(h)(ii)), if such Advance amounts are prepaid in fullany of the first twelve (12) months following the Closing Date, in accordance with this Section 1.9. Any notice of 3.00%; after twelve (12) months but on or prior to twenty four (24) months following the Closing Date, 2.00%; and thereafter, 1.00% (each, a “Prepayment Charge”); provided that each prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder in a minimum principal amount of the Note at its registered addresses and shall state: Ten Million Dollars (1$10,000,000) that the Borrower is exercising its right to prepay the Noteor, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”)if less, the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal to 150%, multiplied by the sum of: (w) the then remaining outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereofAdvances. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time during Borrower elects to make a prepayment, and at such time, there are outstanding Advances under multiple Tranches, the period beginning on Prepayment Charge shall be determined by applying the date which is one hundred twenty-one amount of such prepayment in the following order: first, to the outstanding principal amount (121and accrued but unpaid interest thereon) days from of Advances outstanding under the issue Tranche with the latest initial funding date; second, to the outstanding principal amount (and accrued but unpaid interest thereon) of Advances outstanding under the Tranche with the next latest initial funding date and ending one hundred eighty so on until the entire principal balance of all Advances made hereunder (180and all accrued but unpaid interest thereon) days following is paid in full. Xxxxxxxx agrees that the issue date, Prepayment Charge is a reasonable calculation of the Lenders’ lost profits in view of the difficulties and impracticality of determining actual damages resulting from an early repayment of the Advances. Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (amount of all principal and accrued interest)interest through the prepayment date and the Prepayment Charge upon the occurrence of a Change in Control or any other prepayment hereunder. Notwithstanding the foregoing, Agent and the Lenders hereby waive the Prepayment Charge if Agent and the Lenders or any Affiliate thereof (in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”their sole and absolute discretion) shall be delivered to the Holder provide any refinancing of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Second Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day Advances prior to the Optional Prepayment Term Loan Maturity Date. If For the Borrower exercises its right to prepay the Noteavoidance of doubt, if a payment hereunder becomes due and payable on a day that is not a Business Day, the Borrower due date thereof shall make payment to be the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 175%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. After the expiration of one hundred eighty (180) days following the date of the Note, the Borrower shall have no right of prepaymentimmediately succeeding Business Day.

Prepayment. Notwithstanding anything (a) If, as of the last day of any Collection Period, the Pool Balance shall be less than or equal to 15% of the contrary contained in this Note, so long sum of (a) the aggregate Principal Balances of all of the Contracts as of the Borrower has not received a Notice of Conversion from the Holder, then at any time during the period beginning on the Issue Initial Cutoff Date and ending (b) the sum, for each Additional Contract Cutoff Date, of the Aggregate Principal Balances of all Contracts that became Additional Contracts on the date which is one hundred twenty (120) days following the date hereofsuch Additional Contract Cutoff Date, the Borrower Depositor shall have the rightoption to purchase on the following Payment Date the Owner Trust Estate, exercisable on not less other than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”)Collection Account, the Borrower Class A Note Payment Account, the Class B Note Payment Account, the Prefunding Account and the Reserve Account. To exercise such option, the Depositor shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder notify in writing to the Borrower at least one Owner Trustee, the Indenture Trustee and the Insurer no later than fifteen (115) business day days prior to the Optional Prepayment Date. If Payment Date on which such repurchase is to be effected (the Borrower exercises its right "PREPAYMENT DATE") and shall deposit into 24 the Collection Account on the Business Day preceding such Payment Date an amount equal to prepay the Noteaggregate Purchase Amount for the Contracts, PLUS the appraised value of any other Trust Property, other than the Collection Account, the Borrower shall make payment Class A Note Payment Account, the Class B Note Payment Account, the Prefunding Account or the Reserve Account, such value to the Holder of be determined by an amount in cash (the “Optional Prepayment Amount”) equal to 150%, multiplied appraiser mutually agreed upon by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment DateServicer, the Borrower Trust, the Indenture Trustee and the Insurer; PROVIDED, HOWEVER, that the Depositor shall forever forfeit its right not be permitted to prepay exercise such option unless the Note amount to be deposited in the Collection Account pursuant to this Section 1.9. Notwithstanding any SECTION 9.3(A) is at least equal to the contrary stated elsewhere herein, at sum of the Class A Note Balance and the Class B Note Balance PLUS all accrued but unpaid interest (including any time during the period beginning overdue interest) on the date which is one hundred twenty-one (121) days from Class A Notes PLUS all amounts due the issue date Insurer under the Insurance Agreement and ending one hundred eighty (180) days following the issue datePolicy. Upon such payment, the Borrower Depositor shall have the right, exercisable on not less than three (3) Trading Days prior written notice succeed to and own all interests in and to the Holder Owner Trust Estate other than the Collection Account, the Class A Note Payment Account, the Class B Note Payment, the Prefunding Account and the Reserve Account. Such payment amount, PLUS, to the extent necessary, all amounts in the Collection Account, the Class A Note Payment Account, the Class B Note Payment Account, the Prefunding Account and the Reserve Account, shall be used to make payments in full to the Noteholders and the Insurer in the manner set forth in Article III of the Note to prepay the outstanding Note (principal Sale and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Second Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 175%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. After the expiration of one hundred eighty (180) days following the date of the Note, the Borrower shall have no right of prepaymentAllocation Agreement.

Prepayment. Notwithstanding anything to the contrary contained in this Note, so long as the Borrower has not received a Notice of Conversion from the Holder, then at any time during prior to or as of (but not following) the period beginning on earlier of the (i) the first Conversion Date hereunder and (ii) the 270th calendar day after the Issue Date and ending on the date which is one hundred twenty (120) days following the date hereofDate, the Borrower shall have the right, exercisable on not less than three one (31) Trading Days prior written notice to the Holder of the Note Note, to prepay the outstanding Note Principal Amount and interest (principal and accrued interest)including any Default Interest) then due under this Note, in fullwhole or in part, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three one (31) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) amounts designated below to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the NoteNote at any time within the initial thirty (30) calendar days following the Issue Date, the Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal to 150%, multiplied by the sum of: (w) 115% multiplied by the Principal Amount then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note Principal Amount to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time during the period beginning on the date which is one hundred twenty-one (121) days from the issue date and ending one hundred eighty (180) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Second Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the NoteNote at any time from the 31st calendar day through the 60th calendar day following the Issue Date, the Borrower shall make payment to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 175%, multiplied by the sum of: (w) 120% multiplied by the Principal Amount then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note Principal Amount to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4(g) hereof). If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit exercises its right to prepay the Note pursuant to this Section 1.9. After at any time from the expiration of one hundred eighty (180) days 61st calendar day through the 120th calendar day following the date of the NoteIssue Date, the Borrower shall have no make payment to the Holder of an amount in cash equal to the sum of: (w) 125% multiplied by the Principal Amount then outstanding plus (x) accrued and unpaid interest on the Principal Amount to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x). If the Borrower exercises its right to prepay the Note at any time from the 121st calendar day through the 180th calendar day following the Issue Date, the Borrower shall make payment to the Holder of prepaymentan amount in cash equal to the sum of: (w) 130% multiplied by the Principal Amount then outstanding plus (x) accrued and unpaid interest on the Principal Amount to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x). After the 181st calendar day, this Note may not be prepaid in full or in part until the Maturity Date.

Prepayment. Notwithstanding anything The Borrower may, at its option, upon notice to the contrary contained Lender, as provided in this NoteSection 2.6, so long as prepay the Borrower has not received a Notice of Conversion from the Holder, then Notes at any time, as a whole or in part at the principal amount so to be prepaid, together with accrued interest thereon to the date fixed for such prepayment together with the premium, if any, relating to such prepayment provided for below. Subject to the terms of this Section 2.6, Borrower may, at its option, voluntarily prepay all or any part of Loan A at any time, or from time during to time, without premium or penalty. Subject to the period beginning terms of this Section 2.6, Borrower may, at its option, voluntarily prepay Loan B in whole at any time, or in part in increments of One Hundred Thousand and 00/100 Dollars ($100,000.00) from time to time upon payment of all accrued interest on the Issue Date amount so prepaid plus a prepayment premium of Ten Percent (10%) of the principal amount so prepaid; provided, however, no premium shall be payable if the Lender requires and ending on the date which is one hundred twenty (120) days following the date hereof, the Borrower Lender shall have the rightright to require such prepayment from the proceeds of (i) the refinancing of Loan A for an amount in excess of the principal balance thereof at the time of such prepayment, exercisable (ii) the sale of any of the Assets to be Sold, (iii) any sale of or payment from the Life Insurance, (iv) any payment on the Meritage Note, (v) the sale of the Depot Building, or (vi) any tax refund received by Borrower for 1995. Proceeds from the sale of any of the Assets to be Sold shall, at the option of the Lender, be applied to prepay all or a portion of the amounts due under Loan B without premium or penalty. If the Lender requires the Borrower to use such proceeds to prepay Loan B, the balance of the proceeds, if any, may be used, at the option of the Lender to prepay all or a portion of Loan A or to make Capital Expenditures. If the Lender elects not less than three to require the Borrower to use such proceeds to prepay Loan B, such proceeds may be used, at the option of the Borrower, to prepay all or a portion of Loan A or to make Capital Expenditures on the Hotel Properties. If the Borrower or the Lender shall receive or be entitled to receive any payments on the Life Insurance or the Meritage Note, such payments shall, at the option of the Lender, be applied to prepay all or a portion of the amounts due under Loan B without premium or penalty. If the Lender requires the Borrower to use such proceeds to prepay Loan B, the balance of such proceeds, if any, may be used, at the option of the Lender, to prepay all or a portion of Loan A or to make Capital Expenditures. If the Lender elects not to require the Borrower to use such proceeds to prepay Loan B, such proceeds may be used, at the option of the Borrower, to prepay all or a portion of Loan A, to make Capital Expenditures on the Hotel Properties or for working capital purposes. If the Borrower receives or is entitled to receive any cash compensation for the sale of the Depot Building, or any form of tax refund for 1995, such payments shall be applied to prepay all or a portion of the amounts due under Loan B without premium or penalty. Notwithstanding any other provision of this Agreement or any of the other Loan Documents, in the event of any prepayment because of foreclosure of the Mortgages or other judicial sale of the Collateral, there shall be due and payable a prepayment premium in the amount of ten percent (310%) Trading Days prior of the amount prepaid. Notwithstanding any other provision of this Agreement or any of the other Loan Documents, the Lender shall not be required to release or subordinate any of the second mortgages on the Hotel Properties unless the Lender is satisfied in its sole and absolute discretion that it otherwise has sufficient collateral for Loan B. The Borrower shall give written notice to the Holder Lender of any intended prepayment under either of the Notes not less than Thirty (30) days before the date fixed for prepayment, specifying the date fixed for such prepayment, the principal amount of the Note to prepay be prepaid, and the outstanding Note (principal premium, if any, and accrued interest)interest applicable to such prepayment. Upon the giving of such notice, in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal to 150%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this the Note to be prepaid, together with the Optional Prepayment Date plus (y) Default Interestpremium, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time during the period beginning on the date which is one hundred twenty-one (121) days from the issue date and ending one hundred eighty (180) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest)interest thereon, in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses become due and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On payable on the date fixed for such prepayment. If after giving notice to the Lender, Borrower fails to make the prepayment (of which it gives notice to the “Optional Prepayment Date”)Lender, the Borrower shall make payment pay an administrative fee equal to the greater of One Percent (1%) of the Second Optional Prepayment Amount intended prepayment or the amount of the prepayment premium payable with respect to such prepayment within Three (as defined below3) days after the date fixed for such prepayment, which payment shall reinstate the Loan which was to have been prepaid in accordance with the terms and provisions of the applicable Note and this Agreement and shall not constitute a Default or upon Event of Default hereunder. Any amounts prepaid with respect to Loan A or Loan B shall be applied to the payments due under such Loans in the inverse order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 175%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. After the expiration of one hundred eighty (180) days following the date of the Note, the Borrower shall have no right of prepaymentmaturity.

Prepayment. Notwithstanding anything (a) "Lease Year" as used below shall be calculated from anniversary date to anniversary date of the applicable Schedule. Lessee may not voluntarily prepay all or any portion of any Schedule unless: (a) Lessor has received at least ninety (90) days prior written notice of a specific prepayment date; (b) The prepayment is made only on a date where a payment is regularly scheduled and due on the Schedule;(c) Lessee is prepaying the full amount of the Schedule and all accrued and unpaid interest to the contrary contained date of such prepayment; (d)Lessee is not in default under this Note, so long Schedule or other related lease documents; and (e) Lessee is paying to Lessor along with such prepayment a prepayment premium fee equal to a percentage of the remaining principal balance of the Schedule as the Borrower has not received a Notice of Conversion from the Holder, then follows: Schedules may be prepaid at any time during in whole, but not in part, at a price equal to 102% of the period beginning then outstanding balance, plus accrued interest. The prepayment premium is assessed as a liquidated damage fee assessed as compensation for breakage costs, the costs of making funds available to Lessee, internal costs and losses and the like and not as a penalty. All prepayment premiums assessed hereunder shall be included in the obligations or indebtedness, as applicable, under the other related lease documents. Xxxxxx acknowledges and agrees that any involuntary prepayment hereunder, whether due to acceleration or otherwise, shall be subject to the applicable prepayment premium assessed hereunder. Upon the prepayment in whole of the principal amount by Lessee, including the satisfaction by Lessee of all of the prepayment conditions listed herein, the Lease with respect to the such Equipment shall terminate, and Lessee shall be entitled to such Equipment, “AS-IS,” “WHERE-IS,” WITHOUT WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR FITNESS FOR THE USE CONTEMPLATED BY LESSEE, except that such Equipment shall not be subject to any lien or encumbrance created by or arising through Lessor. In the event that Lessor exercises its right pursuant to this Agreement to declare the unpaid principal balance of a Lease to be immediately due and payable, then, in addition to all of the other rights and remedies available to Lessor under this Agreement, Lessee shall be immediately obligated to pay to Lessor the Prepayment Fee with respect to the entire unpaid principal balance of such Lease. For purposes of computing the Prepayment Fee which is due following such a declaration, the "Prepayment Date" shall be the date of such declaration or another date selected by Xxxxxx, in its discretion, which is after the date of such declaration and on, or before, the date on which the unpaid principal balance of such Lease, all accrued interest thereon and all other amounts due thereunder have been paid in full. In the event of any involuntary prepayment, other than an involuntary prepayment governed by the prior paragraph, the Lessee shall be obligated to pay to Lessor, simultaneously with such involuntary prepayment, (i) the interest on the Issue Date amount so prepaid accrued through and ending on the date which is one hundred twenty (120) days following the date hereof, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) including the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal to 150%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (xii) plus (z) any amounts owed to a Prepayment Fee in the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note amount determined pursuant to this Section 1.9Agreement. Notwithstanding any For purposes of computing the Prepayment Fee with respect to the contrary stated elsewhere herein, at any time during the period beginning on the date which is one hundred twenty-one (121) days from the issue date and ending one hundred eighty (180) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Second Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 175%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note prepayments made pursuant to this Section 1.9. After paragraph, the expiration of one hundred eighty (180) days following Prepayment Date shall be the date of the Note, the Borrower shall have no right of prepaymenton which such involuntary prepayment is actually received by Xxxxxx.

Prepayment. Notwithstanding anything Except as otherwise set forth herein, Grantor shall pay the charge provided in the Note for prepayment of the Obligations if for any reason (including the acceleration of the due date of the Obligations by Beneficiary following the occurrence of an Event of Default) any of such Obligations shall be due and payable or paid prior to the contrary contained in this Notestated maturity date thereof, so long as the Borrower has whether or not received a Notice of Conversion from the Holder, then such payment is made prior to or at any time during sale held pursuant to or by virtue of this Article IV. Beneficiary has relied on Grantor's creditworthiness and its agreement to repay the period beginning on Obligations in strict accordance with the Issue Date terms set forth in the Loan Instruments, and ending on would not make the date which is one hundred twenty (120) days following Loan without the date hereof, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice promises by Grantor to make all payments due pursuant to the Holder Loan Instruments and not to prepay all or any part of the principal balance of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered prior to the Holder final maturity date thereof, except on the terms expressly set forth herein and in the Note. Therefore, any prepayment of the Note, whether occurring as a voluntary prepayment by Grantor or occurring upon an acceleration of the Note by Beneficiary or otherwise, will prejudice Beneficiary's ability to meet its obligations and to earn the return on the funds advanced to Grantor, which Beneficiary intended and expected to earn when it made the Loan, and will also result in other losses and additional expenses to Beneficiary. In consideration of Beneficiary making the Loan at its registered addresses the interest rate and shall state: (1) that for the Borrower term set forth in the Note, Grantor expressly waives all rights it may have under applicable law to prepay, without charge or premium, all or any part of the Note, either voluntarily or upon an acceleration of the Note by Beneficiary, including an acceleration upon the making or suffering by Grantor of any transfer or disposition prohibited by Section 1.11. If a prepayment of all or any part of the principal balance of the Note is exercising its made by or on behalf of Grantor, for any reason, whether due to the voluntary acceptance by Beneficiary of a prepayment tendered by Grantor, or the acceleration of the Note by Beneficiary, or in connection with any reinstatement of the Loan Instruments pursuant to any foreclosure proceedings, or any right of redemption exercised by Grantor or any other party having the right to prepay redeem or to prevent any foreclosure of this Deed of Trust, or upon the consummation of any foreclosure sale, or under any other circumstances, Grantor or any other Person making any such prepayment shall be obligated to pay, concurrently therewith, the Make-Whole Amount, as defined and as set forth in the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Make-Whole Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing shall be a condition to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder making of an amount in cash (the “Optional Prepayment Amount”) equal to 150%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time during the period beginning on the date which is one hundred twenty-one (121) days from the issue date and ending one hundred eighty (180) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Notesuch prepayment, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Second Optional Prepayment Make-Whole Amount (shall be secured by this Deed of Trust and the other Loan Instruments. Grantor shall pay the Make-Whole Amount without prejudice to the right of Beneficiary to collect any other amounts due pursuant hereto or to declare a default hereunder. Nothing herein shall be construed as defined below) to or upon the order permitting any partial prepayment of the Holder as specified by the Holder Obligations, except with Beneficiary's prior written consent thereto obtained in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Dateeach instance. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder WCSR 31223371 47 Deed of an amount in cash (the “Second Optional Prepayment Amount”) equal to 175%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4(g) hereofTrust Loan No. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. After the expiration of one hundred eighty (180) days following the date of the Note, the Borrower shall have no right of prepayment.374-0518

Prepayment. Notwithstanding anything Borrower must prepay this Term Note as and to the contrary contained in extent required pursuant to Section 2.6 of the Master Agreement. Borrower may prepay all (but not less than all) of the outstanding principal balance of this NoteTerm Note as and to the extent permitted pursuant to Section 2.5 of the Master Agreement, so long as provided that any such prepayment shall be made together with (a) all accrued interest and other charges and amounts owing hereunder through the Borrower has not received a Notice date of Conversion from prepayment, and (b) any applicable Prepayment Fee; provided, however, that, if any prepayment of this Term Note is made following an Event of Default, by reason of acceleration or otherwise, the Holder, then at any time Prepayment Fee shall be calculated based upon the full original Term Note Term. Upon the occurrence and during the period beginning on continuance of an Event of Default, the Issue Date Administrative Agent and ending on the date which is one hundred twenty (120) days following Lender shall be entitled to, among other things, exercise the date hereofrights and remedies provided in the Loan Agreement as set forth therein. In addition, upon the occurrence and during the continuance of an Event of Default, the Borrower shall have promises to pay Default Interest as set forth in the rightLoan Agreement. This Term Note is issued in connection with, exercisable on not less than three (3) Trading Days prior written notice and is entitled to the Holder benefits of, the Loan Agreement which, among other things, contains provisions for the acceleration of the maturity hereof upon the happening of certain events, for prepayment of the principal hereof prior to the maturity hereof and for the amendment or waiver of certain provisions of the Loan Agreement, all upon the terms and conditions therein specified. Time is of the essence with respect to all of the undersigned’s obligations and agreements under this Term Note and the Loan Agreement. Borrower: CAI RAIL INC. By: Name: Title: Advance Date: _____________, 2016 EXHIBIT D NOTICE OF ASSIGNMENT NOTICE OF ASSIGNMENT dated as of ____________ __, 20__ from CAI RAIL INC. (“Borrower”) to prepay the outstanding Note Lessee named on Schedule A hereto (principal and accrued interest“Lessee”), in fullfor the benefit of BANK OF UTAH, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment AS ADMINISTRATIVE AGENT (the “Optional Prepayment DateAdministrative Agent”). Reference is hereby made to the lease or leases described on Schedule A hereto relating to the railcars (the “Railcars”) (as amended, supplemented or otherwise modified from time to time, collectively, the “Lease”), the between Borrower shall make payment and Lessee. Pursuant to such Lease, Lessee has leased certain railroad cars described on Schedule I hereto from Borrower. Pursuant to a Loan and Security Agreement dated as of the Optional Prepayment Amount (August ____, 2016, as defined below) to now or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash hereafter amended (the “Optional Prepayment AmountAgreement”) equal to 150%), multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Dateamong Borrower, the Borrower shall forever forfeit its right Lenders from time to prepay the Note pursuant to this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time during the period beginning on the date which is one hundred twenty-one (121) days from the issue date and ending one hundred eighty (180) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment party thereto (the “Optional Prepayment DateLenders”), and Administrative Agent, the Lenders made one or more loans to Borrower shall make payment evidenced by term notes of the Second Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing Borrower. Pursuant to the Borrower at least one (1) business day prior Agreement, Borrower’s obligations and liabilities to Administrative Agent under or in connection with the Agreement and such term notes have been secured by an assignment of, and a perfected first priority security interest in, the Railcars and the Lease relating to the Optional Prepayment Date. If the Borrower exercises its right Railcars, including all rental payments and late charges due or to prepay the Note, the Borrower shall make payment become due thereunder relating to but only to the Holder of an amount in cash Railcars including the Lease (the “Second Optional Prepayment AmountEquipment Lease Payments”) equal ). Lessee is hereby directed to 175%make all Equipment Lease Payments due and to become due directly to Administrative Agent (or to such other person or other address as may be specified in writing by Administrative Agent). Administrative Agent may exercise all of Borrower’s rights, multiplied powers, privileges and remedies under the Lease. The obligations of Borrower under the Lease remain solely those of Borrower. Lessee is hereby instructed to furnish Administrative Agent at Bank of Utah, 000 Xxxx Xxxxx Xxxxxx, Xxxxx 000, Xxxx Xxxx Xxxx, Xxxx 00000, Attention: Xxxxx Xxxxxx, or at such other address as shall be specified by Administrative Agent in writing, concurrently with the sum of: (w) delivery thereof to Borrower, a copy of each notice or demand delivered by Lessee to Borrower under the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. After the expiration of one hundred eighty (180) days following the date of the Note, the Borrower shall have no right of prepaymentLease.

Prepayment. Notwithstanding anything (A) Limitation on Prepayment; Prepayment Consideration Due on --------------------------------------------------------- Acceleration. Borrower may prepay the Loan in whole or part at any time; ------------ provided, however, that if any such prepayment occurs prior to the contrary contained first (1/st/) anniversary of the First Payment Date such prepayment must be accompanied by payment of Prepayment Consideration. Thereafter, Borrower may prepay the Loan in this Notewhole or in part, so long as the Borrower has not received a Notice without payment of Conversion from the HolderPrepayment Consideration, then at provided that, in any time during the period beginning on the Issue Date and ending on the date which is one hundred twenty case, (120i) days following the date hereof, the Borrower shall have the right, exercisable on provide to Lender not less than three ten (310) Trading Business Days prior written notice to of such prepayment (or five (5) Business Days in the Holder case of the Note to prepay the outstanding Note (principal and accrued interesta prepayment in connection with a Defaulted Property Release), (ii) together with such prepayment Borrower also shall pay all accrued and unpaid interest and all other Obligations (or Obligations then due in fullthe case of a partial prepayment), in accordance with this Section 1.9. Any notice (iii) if such prepayment occurs on any day other than a Payment Date, then together therewith Borrower also shall pay to Lender the amount of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to interest that would have accrued on the Holder of the Note at its registered addresses amount being prepaid from and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) including the date of prepayment which to the end of such Interest Accrual Period (and all such amounts shall be not more than three (3) Trading Days from held by Lender in the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make Debt Service Payment Sub-Account and applied to payment of the Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal to 150%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest Obligations on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (wnext Payment Date) and (xiv) plus no partial prepayment shall be in an amount less than $1,000,000. Notwithstanding the foregoing, whether before or after the first (z1/st/) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder anniversary of the Note within two (2) business days following the Optional Prepayment First Payment Date, the Borrower shall forever forfeit its right to may prepay the Note pursuant to this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time during the period beginning on the date which is one hundred twenty-one (121) days from the issue date and ending one hundred eighty (180) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder a portion of the Note to prepay Loan in connection with the outstanding Note (principal and accrued interest), in full, Release of one or more of the Properties in accordance with this the terms and conditions of Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Second Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 175%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. After the expiration of one hundred eighty (180) days following the date of the Note, the Borrower shall have no right of prepayment11.4.

Prepayment. Notwithstanding anything to the contrary contained The Growth Capital Loans may be prepaid as provided in this NoteSection 2 only. Borrower may prepay outstanding Growth Capital Loans in whole or in part, so long as the Borrower has not received a Notice of Conversion from the Holder, then at any time during the period beginning on the Issue Date and ending on the date which is one hundred twenty (120) days following the date hereof, the Borrower shall have the right, exercisable on not upon no less than three five (35) Trading Days Business Days’ prior written notice to the Holder Lenders, by tendering to each Lender a cash payment in respect of such Loans in an amount determined by such Lender equal to the sum of: (i) the outstanding principal amount of such Loans being prepaid, which such amount shall be in increments of Two Million Five Hundred Thousand Dollars ($2,500,000); (ii) the accrued and unpaid interest on such Loans as of the Note date of prepayment; (iii) the Prepayment Fee applicable to prepay the outstanding Note principal amount of Loan being prepaid; and (principal and accrued interest), iv)(x) in the case of a prepayment in full, the Final Payment (less any amount of the Final Payment prepaid pursuant to Part 2, Section 2(iv)(y) below in accordance connection with this any partial prepayment of the Loans), and (y) in the case of any partial prepayment, a portion of the Final Payment in an amount equal to three and one-half of one percent (3.50%) of the principal amount of Loans being prepaid; provided that, if a Lender has not yet exercised its rights under Section 1.93(d) hereof, Borrower shall provide written notice of prepayment at least five (5) Business Days in advance of the proposed prepayment date and such Lender shall have the option, with respect to the Conversion Option, to exercise its rights pursuant to Section 3(d) hereof by delivering written notice to Borrower at least two (2) Business Days in advance of the proposed prepayment date. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder Growth Capital Loans in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal to 150%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note whole pursuant to this Section 1.9. Notwithstanding any 1(d) may be revocable if such prepayment is expressly conditioned upon the consummation of a specified transaction that fails to the contrary stated elsewhere herein, at any time during the period beginning close on the date which is one hundred twenty-one (121) days from the issue date and ending one hundred eighty (180) days following the issue proposed prepayment date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Second Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 175%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. After the expiration of one hundred eighty (180) days following the date of the Note, the Borrower shall have no right of prepayment.

Prepayment. (a) Borrower may not prepay the Loan, in whole or in part, except as provided in Section 4.3(b) and 4.3(c) below and except that (i) upon a Lightstone Property Sale, or (ii) the Taking of a Lightstone Property in whole or in substantial part, Borrower shall prepay the portion of the Loan set forth in Exhibit C annexed hereto opposite the name of each of the Lightstone Properties or so much of such portion as has not been prepaid previously and, in the case of a Lightstone Property Sale, simultaneously shall pay to Lender an Exit Fee computed as provided in Section 4.3(d) unless payment of said Exit Fee shall be deemed waived by Lender as provided in Section 4.3(d). A Lightstone Property shall be deemed to have been Taken in substantial part if the portion thereof remaining after the Taking cannot practically and economically be restored so as to be suitable for the use to which the Lightstone Property in question was being put at the time of the Taking. Notwithstanding anything to the contrary contained in this NoteSection 4.3(a), so long as in no event shall Borrower be obligated to prepay more than the then outstanding principal balance under the Loan. (b) Borrower has may prepay the Loan, in whole but not received a Notice of Conversion from the Holderin part, then upon or at any time during after the period beginning repayment of the First Mortgage on the Issue Date and ending on the its original or any extended maturity date which is one hundred twenty upon at least forty-five (12045) days following the date hereof, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to Lender and the Holder payment to Lender of the Note to Exit Fee computed as provided in Section 4.3(d) simultaneously with such prepayment. (c) Borrower may prepay the outstanding Note (principal and accrued interest)Loan, in fullwhole but not in part, in accordance with this Section 1.9. Any upon at least forty-five (45) days prior notice to Lender if (i) none of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder Sxxxxx Xxxxxx, Jxxxxxx Xxxxxx and Txxxxx Xxxxxxx are then executive officers of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the NoteLender, and (2ii) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to Lender, simultaneously with prepayment of the Holder Loan, of an amount in cash (the “Optional Prepayment Amount”) equal to 150%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) all accrued and unpaid interest on Interest and the unpaid principal amount of this Note Exit Fee computed as provided in Section 4.3(d). (d) Whenever any Principal is repaid by Borrower, for any reason whatsoever, Borrower shall pay in addition to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time during the period beginning on the date which is one hundred twenty-one (121) days from the issue date and ending one hundred eighty (180) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the NotePrincipal so paid, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Second Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 175%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) any accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. After the expiration of one hundred eighty (180) days following the date of the Note, the Borrower shall have no right of prepayment.

Prepayment. Notwithstanding anything to the contrary contained in this NoteAt its option, so long as the Borrower has not received may prepay all, or a Notice of Conversion from the Holder, then at any time during the period beginning on the Issue Date and ending on the date which is one hundred twenty (120) days following the date hereof, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder portion of the Note to prepay outstanding Advances by paying the outstanding Note entire principal balance (principal and accrued interestor such portion thereof), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal to 150%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) all accrued and unpaid interest on the unpaid principal amount of this Note thereon, together with a prepayment charge equal to the Optional Prepayment Date plus (y) Default Interestfollowing percentage of the Advance amount being prepaid: with respect to each Advance, if anysuch Advance amounts are prepaid in any of the first twelve (12) months following the Closing Date, on two and one-half percent (2.50%); after twelve (12) months following the amounts referred Closing Date but prior to in clauses twenty four (w24) months following the Closing Date, one and one-half percent (x1.50%); and thereafter but prior to and excluding the Term Loan Maturity Date, one percent (1.00%) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereofeach, a “Prepayment Charge”). If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time during Borrower elects to make a prepayment, and at such time, there are outstanding Advances under multiple Tranches, the period beginning on Prepayment Charge shall be determined by applying the date which is one hundred twenty-one amount of such prepayment in the following order: first, to the outstanding principal amount (121and accrued but unpaid interest thereon) days from of Advances outstanding under the issue Tranche with the latest initial funding date; second, to the outstanding principal amount (and accrued but unpaid interest thereon) of Advances outstanding under the Tranche with the next latest initial funding date and ending one hundred eighty so on until the entire principal balance of all Advances made hereunder (180and all accrued but unpaid interest thereon) days following is paid in full. Xxxxxxxx agrees that the issue date, Prepayment Charge is a reasonable calculation of the Lenders’ lost profits in view of the difficulties and impracticality of determining actual damages resulting from an early repayment of the Advances. Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (amount of all principal and accrued interest), interest through the prepayment date and the Prepayment Charge upon the occurrence of a Change in full, in accordance with Control or any other prepayment hereunder. Any amounts paid under this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered applied by Agent to the Holder then unpaid amount of any Secured Obligations (including principal and interest) pro rata to all scheduled amounts owed. For the Note at its registered addresses avoidance of doubt, if a payment hereunder becomes due and shall state: (1) payable on a day that is not a Business Day, the Borrower is exercising its right to prepay the Note, and (2) the due date of prepayment which thereof shall be not more than three (3) Trading Days from the date of the Optional Prepayment Noticeimmediately preceding Business Day. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Second Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 175%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. After the expiration of one hundred eighty (180) days following the date of the Note, the Borrower shall have no right of prepayment.WEST\298100232.6 |US-DOCS\138581207.1138581207.7||

Prepayment. Notwithstanding anything Except as otherwise expressly provided herein, a prepayment fee (referred to herein as the "Prepayment Fee") shall be paid to the contrary contained Lender in this Notethe event that the Loan is prepaid (or shall become due and payable) prior to the Maturity Date, so long as whether such prepayment is voluntary or involuntary, including, without limitation, any prepayment which results from any default under any of the Borrower has not received a Notice Loan Documents and an acceleration of Conversion from the Holder, then at any time during the period beginning on the Issue Date and ending on the date which is one hundred twenty (120) days following the date hereof, the Borrower indebtedness due thereunder. The Borrowers shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal to 150%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time during the period beginning on Term, to prepay the entire outstanding principal balance of the Loan, provided, that, the Borrowers furnish -------- ---- the Lender with at least ninety (90) days' prior written notice of its intent to prepay (the "Prepayment Notice"), and provided, further, that the Borrowers pay -------- ------- to the Lender, upon the specific date for prepayment which shall be identified in the Prepayment Notice (the "Prepayment Date"), together with the entire outstanding principal balance of the Loan, all accrued and unpaid interest (including, without limitation, Additional Interest) and any other costs, charges and sums due under this Agreement and all of the other Loan Documents, a "Prepayment Fee" equal to (and defined herein as) the greater of: (A) the then present value discounted at the Current Rate of the difference between (I) the product of the Interest Rate then in effect, multiplied by the then outstanding principal balance of the Loan, multiplied by the remaining number of years (or fraction thereof) of the Term and (II) the product of the annual rate of interest (as of the date of prepayment) of actively traded marketable United States treasury securities bearing a fixed rate of interest adjusted for a constant maturity equal to the remaining number of years (rounded to the nearest whole year) of the Term (the "Current Rate"), multiplied by the then-outstanding principal balance of the Loan, multiplied by the remaining number of years (or fraction thereof) of the Term; or (B) one percent (1%) of the then outstanding principal balance of the Loan multiplied by the remaining number of years (or fraction thereof) of the Term. The Prepayment Fee shall be paid without prejudice to the rights of the Lender to collect any amounts due to the Lender. The Borrowers shall not be entitled to make any partial prepayments of principal at any time during the Term without the prior written consent of the Lender, which consent may be withheld in the Lender's sole and absolute discretion. Once given, the Prepayment Notice may only be revoked upon the payment of a fee (the "Prepayment Revocation Fee") equal to one-half of one percent (.5%) of the then outstanding principal balance of the Loan. The failure to make prepayment of the Loan in accordance with the Prepayment Notice (unless such Prepayment Notice is one hundred twenty-one (121revoked in accordance with the immediately preceding sentence) days from shall be an Event of Default hereunder. Notwithstanding anything to the issue date and ending one hundred eighty (180) days following the issue datecontrary set forth herein, the Borrower shall have may extend the right, exercisable Prepayment Date (on not less than three one or more occasions) for up to ten (310) Trading Business Days upon prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest)Lender, in full, in accordance with this Section 1.9. Any which written notice of prepayment hereunder (an “Optional Prepayment Notice”) shall must be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Second Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified received by the Holder in writing to the Borrower at least one (1) business day Lender prior to the Optional Prepayment Date (as the same may be exended) and must specify the date to which the Prepayment Date is to be extended; provided, however, that in no event shall the Borrower have the right -------- ------- to extend the Prepayment Date to a date more than ten (10) Business Days after the original Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 175%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. After the expiration of one hundred eighty (180) days following the date of the Note, the Borrower shall have no right of prepayment.

Prepayment. Notwithstanding anything Except as provided below, Maker may not prepay the loan evidenced by this Note (the "Folsom Loan") in whole or in part. On or after the end of the third (3rd) Loan Year (as hereinafter defined), on any scheduled payment date and subject to the contrary contained in this Note, so long as the Borrower has not received a Notice of Conversion from the Holder, then at any time during the period beginning on the Issue Date and ending on the date which is one hundred twenty (120) days following the date hereof, the Borrower shall have the right, exercisable on giving Payee not less than three thirty (330) Trading Days nor more than ninety (90) days' prior written notice specifying the scheduled payment date on which prepayment is to be made (the Holder "Prepayment Date"), Maker may prepay the entire principal amount together with any and all accrued interest and other sums due under the Loan Documents (as defined in the Folsom Deed of Trust), and subject to payment of a prepayment premium equal to 1.00% of the principal balance of this Note immediately prior to prepay such prepayment. The Folsom Loan will be open to prepayment without premium on any scheduled payment date during the outstanding Note last ninety (principal and accrued interest), in full, in accordance with this Section 1.990) days of the term of the Folsom Loan. Any If any notice of prepayment hereunder (an “Optional Prepayment Notice”) is given, the principal balance of the Folsom Loan and the other sums required pursuant to this Section 2 shall be delivered to due and payable on the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount unless Maker provides written notice to Payee that it is revoking said prepayment notice no later than five (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (15) business day days prior to the Optional Prepayment Date. If Provided no default exists under the Borrower exercises its Loan Documents, the above premium shall not be applicable to a prepayment resulting from Payee's election to require insurance loss proceeds or condemnation axxxxx to be applied to a payment of principal. No partial prepayment shall be allowed. The Loan Year is defined as any twelve month period commencing with the date on which the first monthly installment is due or any anniversary thereof. Maker hereby expressly (a) waives any right it may have under California Civil Code Section 2954.10 to prepay the Notethis Note in whole or in part, the Borrower shall make payment without premium, prior to the Holder end of an amount in cash the third (the “Optional Prepayment Amount”3rd) equal to 150%, multiplied by the sum of: Loan Year; and (wb) the then outstanding principal amount agrees that if a prepayment of any or all of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note is made prior to the Optional Prepayment Date plus end of the third (y3rd) Default InterestLoan Year, Maker shall be obligated to pay, concurrently therewith, the prepayment amount, if any, on that would be required hereunder. By initialing this provision in the amounts referred space provided below, Maker hereby declares that Payee's agreement to in clauses (w) make the subject loan at the interest rate and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Datefxx xxe term set forth herein constitutes adequate consideration, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time during the period beginning on the date which is one hundred twenty-one (121) days from the issue date and ending one hundred eighty (180) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Second Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified given individual weight by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Noteundersigned, the Borrower shall make payment to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 175%, multiplied by the sum of: (w) the then outstanding principal amount of for this Note plus (x) accrued waiver and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. After the expiration of one hundred eighty (180) days following the date of the Note, the Borrower shall have no right of prepaymentagreement.

Prepayment. Notwithstanding anything Mortgagor shall pay the charge provided in the Note for prepayment of the Obligations if for any reason (including the acceleration of the due date of the Obligations MORTGAGE, ASSIGNMENT OF LEASES AND RENTS AND SECURITY AGREEMENT 096780 000064 DALLAS 2814275.4 Loan No. 374-0366 Florida by Mortgagee following the occurrence of an Event of Default) any of such Obligations shall be due and payable or paid prior to the contrary contained in this Notestated maturity date thereof, so long as the Borrower has whether or not received a Notice of Conversion from the Holder, then such payment is made prior to or at any time during sale held pursuant to or by virtue of this Article IV. Mortgagee has relied on Mortgagor’s creditworthiness and its agreement to repay the period beginning on Obligations in strict accordance with the Issue Date terms set forth in the Loan Instruments, and ending on would not make the date which is one hundred twenty (120) days following Loan without the date hereof, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice promises by Mortgagor to make all payments due pursuant to the Holder Loan Instruments and not to prepay all or any part of the principal balance of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered prior to the Holder final maturity date thereof, except on the terms expressly set forth herein and in the Note. Therefore, any prepayment of the Note, whether occurring as a voluntary prepayment by Mortgagor or occurring upon an acceleration of the Note by Mortgagee or otherwise, will prejudice Mortgagee’s ability to meet its obligations and to earn the return on the funds advanced to Mortgagor, which Mortgagee intended and expected to earn when it made the Loan, and will also result in other losses and additional expenses to Mortgagee. In consideration of Mortgagee making the Loan at its registered addresses the interest rate and shall state: (1) that for the Borrower term set forth in the Note, except as expressly permitted pursuant to the Note Mortgagor expressly waives all rights it may have under applicable law to prepay, without charge or premium, all or any part of the Note, either voluntarily or upon an acceleration of the Note by Mortgagee, including an acceleration upon the making or suffering by Mortgagor of any transfer or disposition prohibited by Section 1.11. If a prepayment of all or any part of the principal balance of the Note is exercising its made by or on behalf of Mortgagor, for any reason, whether due to the voluntary acceptance by Mortgagee of a prepayment tendered by Mortgagor, or the acceleration of the Note by Mortgagee, or in connection with any reinstatement of the Loan Instruments pursuant to any foreclosure proceedings, or any right of redemption exercised by Mortgagor or any other party having the right to prepay redeem or to prevent any foreclosure of this Mortgage, or upon the consummation of any foreclosure sale, or under any other circumstances, Mortgagor or any other Person making any such prepayment shall be obligated to pay, concurrently therewith, the Make-Whole Amount, as defined and as set forth in the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Make-Whole Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing shall be a condition to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder making of an amount in cash (the “Optional Prepayment Amount”) equal to 150%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time during the period beginning on the date which is one hundred twenty-one (121) days from the issue date and ending one hundred eighty (180) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Notesuch prepayment, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Second Optional Prepayment Make-Whole Amount (as defined below) shall be secured by this Mortgage and the other Loan Instruments. Mortgagor shall pay the Make-Whole Amount without prejudice to the right of Mortgagee to collect any other amounts due pursuant hereto or upon to declare a default hereunder; provided, however, that in no event shall any amount payable under this Section or any other Section or Subsection of this Mortgage relating to prepayment charges or otherwise, if construed to be interest, when added to the order interest otherwise payable on the Note and the other Obligations, exceed the maximum amount of interest permitted under the laws of the Holder State. Nothing herein shall be construed as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 175%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) permitting any amounts owed to the Holder pursuant to Section 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder partial prepayment of the Note within two (2) business days following the Optional Prepayment DateObligations, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. After the expiration of one hundred eighty (180) days following the date of the Note, the Borrower shall have no right of prepaymentexcept with Mortgagee’s prior written consent thereto obtained in each instance.

Prepayment. Notwithstanding anything to the contrary contained herein, upon the occurrence of an Event of Default set forth in this Note, so long as the Borrower has not received a Notice of Conversion from the Holder, then at any time during the period beginning on the Issue Date and ending on the date which is one hundred twenty (120) days following the date hereofSection 5.1, the Borrower Holders shall have the right, exercisable on not less than three (3) Trading Days prior written notice at their option, to require the Company to prepay all or a portion of the Securities in cash at a price equal to the Holder sum of (i) the greater of (A) one hundred percent (100%) of the Note to prepay the outstanding Note (aggregate principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder amount of the Note at its registered addresses Securities plus all accrued and shall state: (1) that the Borrower is exercising its right to prepay the Note, unpaid interest and (2B) the aggregate principal amount of the Securities plus all accrued but unpaid interest hereon, divided by the Conversion Price on (x) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount Price (as defined below) to is demanded or upon otherwise due or (y) the order date the Prepayment Price is paid in full, whichever is less, multiplied by the Daily VWAP on (x) the date the Prepayment Price is demanded or otherwise due, and (y) the date the Prepayment Price is paid in full, whichever is greater; provided that if the Event of Default is under Section 5.1(l) or (k), the Daily VWAP shall be as of the Holder as specified by the Holder in writing date immediately prior to the Borrower occurrence of such Event of Default, and (ii) all other amounts, costs, expenses and liquidated damages due in respect of the Indenture, the Securities, the Warrants or the Securities Purchase Agreement (the “Prepayment Price”). No sooner than fifteen (15) days nor later than ten (10) days prior to the consummation of a Change of Control, but not prior to the public announcement of such Change of Control, the Company shall deliver written notice thereof via facsimile and overnight courier (“Notice of Change of Control”) to the Holders with a copy to the Trustee. At any time after receipt of a Notice of Change of Control (or, in the event a Notice of Change of Control is not delivered at least ten (10) days prior to a Change of Control, at any time within ten (10) days prior to a Change of Control), any Holder of the Securities then outstanding may require the Company to prepay, effective immediately prior to the consummation of such Change of Control, all of the Holder’s Securities then outstanding by delivering written notice thereof via facsimile and overnight courier (“Notice of Prepayment at Option of Holder Upon Change of Control”) to the Company with a copy to the Trustee, which Notice of Prepayment at Option of Holder Upon Change of Control shall indicate (i) the principal amount of the Securities that such holder is electing to have prepaid and (ii) the applicable Prepayment Price, as calculated above. In the event the Company receives a Notice of Prepayment at Option of Holder Upon Change of Control from more than one Holder and the Company can prepay some, but not all, of the Securities pursuant to this Section, the Company shall prepay from each Holder electing to have its Securities prepaid at such time an amount equal to such Holder’s pro-rata amount (based on the principal amount of the Securities held by such Holder relative to the principal amount of the Securities outstanding) of all the Securities being prepaid at such time. Within one (1) business day after the occurrence of an Event of Default other than a Change of Control, the Company shall deliver written notice thereof via facsimile and overnight courier (“Notice of Event of Default”) to each Holder with a copy to the Trustee. At any time after the earlier of a Holder’s receipt of a Notice of Event of Default and such Holder becoming aware of an Event of Default, any Holder may require the Company to prepay all (but not less than all) of the Securities held by such Holder by delivering written notice thereof via facsimile and overnight courier (“Notice of Prepayment at Option of Holder Upon Event of Default”) to the Company with a copy to the Trustee, which Notice of Prepayment at Option of Holder Upon Event of Default shall indicate the applicable Prepayment Price, as calculated above. In the event the Company receives a Notice of Prepayment at Option of Holder Upon Event of Default from more than one Holder and the Company can prepay some, but not all, of the Securities pursuant to this Section, the Company shall prepay from each Holder electing to have its Securities prepaid at such time an amount equal to such Holder’s pro-rata amount (based on the principal amount of the Securities held by such Holder relative to the principal amount of the Securities outstanding) of all the Securities being prepaid at such time. Upon the Company’s receipt of a Notice(s) of Prepayment at Option of Holder Upon Event of Default or a Notice(s) of Prepayment at Option of Holder Upon Change of Control from any Holder, the Company shall immediately notify each Holder and the Trustee by facsimile of the Company’s receipt of such Notice(s) of Prepayment at Option of Holder Upon Event of Default or Notice(s) of Prepayment at Option of Holder Upon Change of Control and each Holder which has sent such a notice shall promptly submit to the Company such Xxxxxx’s original Securities that are to be prepaid. The Company shall deliver the applicable Prepayment Price, in the case of a prepayment at option of Holder upon Event of Default (not a Change of Control), to such Holder within five (5) business days after the Company’s receipt of a Notice of Prepayment at Option of Holder Upon Event of Default and, in the case of a prepayment at option of holder upon Change of Control, the Company shall deliver the applicable Prepayment Price immediately prior to the Optional Prepayment Dateconsummation of the Change of Control; provided that a Holder’s original Securities shall have been so delivered to the Company; provided further that if the Company is unable to prepay all of the Securities to be prepaid, the Company shall prepay an amount from each Holder being prepaid equal to such Holder’s pro-rata amount (based on the number of Securities held by such Holder relative to the number of Securities outstanding) of all Securities being prepaid. If the Borrower exercises its right Company shall fail to prepay all of the NoteSecurities submitted for prepayment (including as a result of a dispute as to the calculation of the Prepayment Price), in addition to any remedy such Holder may have under the Securities and the Securities Purchase Agreement, the Borrower applicable Prepayment Price payable in respect of such Securities not prepaid shall make payment bear interest at the rate of two percent (2%) per month (prorated for partial months) until paid in full. Until the Company pays such unpaid applicable Prepayment Price in full to a Holder submitted for prepayment, such Holder shall have the option to, in lieu of prepayment, require the Company to promptly return to such Holder(s) all of the Securities that were submitted for prepayment by such holder(s) under this Section 5.15 and for which the applicable Prepayment Price has not been paid, by sending written notice thereof to the Holder of an amount in cash Company via facsimile (the “Void Optional Prepayment AmountNotice”) equal to 150%, multiplied by the sum of: (w) the then outstanding principal amount ). Company shall promptly send a copy of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an such Void Optional Prepayment Notice and fails to pay each of the other Holders. Upon the Company’s receipt of such Void Optional Prepayment Amount due Notice(s) and prior to payment of the full applicable Prepayment Price to such Holder, (i) the Notice(s) of Prepayment at Option of Holder Upon Event of Default or the Notice(s) of Prepayment at Option of Holder Upon Change of Control, as the case may be, shall be null and void with respect to those Securities submitted for prepayment and for which the applicable Prepayment Price has not been paid, (ii) the Company shall immediately return any Securities submitted to the Company by each Holder for prepayment under this Section and for which the applicable Prepayment Price has not been paid and (iii) the Conversion Price of such returned Securities shall be adjusted to the Note within two lesser of (2A) business days following the Conversion Price as in effect on the date on which the Void Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding any Notice(s) is delivered to the contrary stated elsewhere herein, at any time Company and (B) the lowest Closing Price during the period beginning on the date on which the Notice(s) of Prepayment of Option of Holder Upon Change of Control or the Notice(s) of Prepayment at Option of Holder Upon Event of Default, as the case may be, is one hundred twenty-one (121) days from the issue date and ending one hundred eighty (180) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder Company and ending on the date on which the Void Optional Prepayment Notice(s) is delivered to the Company; provided that no adjustment shall be made if such adjustment would result in an increase of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date Conversion Price then in effect. A Holder’s delivery of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Second Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 175%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4(g) hereof. If the Borrower delivers an a Void Optional Prepayment Notice and fails exercise of its rights following such notice shall not affect the Company’s obligations to pay the Second Optional Prepayment Amount due make any payments which have accrued prior to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. After the expiration of one hundred eighty (180) days following the date of the Note, the Borrower such notice. Payments provided for in this Section 5.15 shall have no right priority to payments to other creditors and stockholders in connection with a Change of prepaymentControl.

Prepayment. Notwithstanding anything (a) The principal balance of this Note may not be prepaid in whole or in part (except with respect to the contrary contained application of casualty or condemnation proceeds) prior to the Payment Date occurring in this NoteMay, so long as 2004. On the Borrower has not received a Notice of Conversion from the HolderPayment Date occurring in May, then 2004, or at any time during the period beginning on the Issue Date and ending on the date which is one hundred twenty (120) days following the date hereofthereafter, the Borrower shall have principal balance of this Note may be prepaid, in whole but not in part (except with respect to the rightapplication of casualty or condemnation proceeds and except in connection with the release of any property securing this Note as expressly permitted by the Loan Documents), exercisable on any Payment Date upon not less than three thirty (330) Trading Days days nor more than ninety (90) days prior written notice to Lender specifying the Holder of the Note Payment Date on which prepayment is to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment made (the “Optional Prepayment "PREPAYMENT Date”), the Borrower shall make ") and upon payment of (i) interest accrued and unpaid on the Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal to 150%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus being prepaid to and including the Prepayment Date, and (xii) accrued all other sums then due under this Note and unpaid interest the other Loan Documents. If any such notice of prepayment is given, the principal amount so notified and the other sums required under this paragraph shall be due and payable on the unpaid Prepayment Date. If prepayment of this Note, in whole or in part, results from Xxxxxx's exercise of its rights upon Xxxxxxxx's default and acceleration of the Maturity Date of this Note (irrespective of whether foreclosure proceedings have been commenced) prior to the Payment Date occurring in May, 2004, Borrower shall also pay to Lender a prepayment fee equal to 1% of the principal amount of this Note prepaid, and such prepayment fee shall be in addition to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount other sums due to the Holder hereunder or under any of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time during the period beginning on the date which is one hundred twenty-one (121) days from the issue date and ending one hundred eighty (180) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Second Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 175%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. After the expiration of one hundred eighty (180) days following the date of the Note, the Borrower shall have no right of prepaymentother Loan Documents.

Prepayment. At its option, upon at least seven (7) Business Days prior written notice to Agent (or such shorter notice period as agreed by Agent in its sole discretion), Borrower may at any time and from time to time, prepay all or a portion of the outstanding Advances by paying the entire principal balance, or such portion thereof in minimum increments of Five Million Dollars ($5,000,000), all accrued and unpaid interest thereon, together with a prepayment charge equal to the following percentage of the Advance amount being prepaid: with respect to each Advance (which Advance amount shall include, for the avoidance of doubt, any payment-in-kind interest that has been added to the principal balance of such Advance pursuant to Section 2.2(c)(ii)), if such Advance amounts are prepaid in any of the first twelve (12) months following the Closing Date, 2.0%; on or after the date that is twelve (12) months following the Closing Date but prior to twenty four (24) months following the Closing Date, 1.5%; and on or after the date that is twenty four (24) months ​ ​ following the Closing Date but prior to thirty six (36) months following the Closing Date, 1.0% (each, a “Prepayment Charge”). If at any time Borrower elects to make a prepayment, and at such time, there are outstanding Advances under multiple Tranches, the Prepayment Charge shall be determined by applying the amount of such prepayment in the following order: first, to the outstanding principal amount (and accrued but unpaid interest thereon) of Advances outstanding under the Tranche with the latest initial funding date; second, to the outstanding principal amount (and accrued but unpaid interest thereon) of Advances outstanding under the Tranche with the next latest initial funding date and so on until the entire principal balance of all Advances made hereunder (and all accrued but unpaid interest thereon) is paid in full. Borrower agrees that the Prepayment Charge is a reasonable calculation of the Lenders’ lost profits in view of the difficulties and impracticality of determining actual damages resulting from an early repayment of the Advances. Borrower shall prepay the outstanding amount of all principal and accrued interest through the prepayment date and the Prepayment Charge, if any, upon the occurrence of a Change in Control or any other prepayment hereunder. Notwithstanding the foregoing, Agent and the Lenders agree to waive the Prepayment Charge if Agent and the Lenders (in their sole and absolute discretion) agree in writing to refinance the Advances prior to the Term Loan Maturity Date. Any amounts paid under this Section shall be applied by Agent to the then unpaid amount of any Secured Obligations (including principal and interest) in such order and priority as Agent may choose in its sole discretion. For the avoidance of doubt, if a payment hereunder becomes due and payable on a day that is not a Business Day, the due date thereof shall be the immediately preceding Business Day. Notwithstanding anything to the contrary contained in this NoteAgreement, so long as the Borrower has not received a Notice of Conversion from the Holder, then at any time during the period beginning on the Issue Date and ending on the date which is one hundred twenty (120) days following the date hereof, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written provided notice to the Holder of Agent no less than seven (7) Business Days prior to the Note to prepay the outstanding Note (principal and accrued interest)proposed prepayment date, in full, in accordance with this Section 1.9. Any Borrower may rescind any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder if such prepayment would have resulted from a refinancing of all or a portion of the Note at its registered addresses and Term Loan Advances, which refinancing shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which not be consummated or shall otherwise be not more than three (3) Trading Days from the date of the Optional Prepayment Noticedelayed. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal to 150%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. Notwithstanding any to the contrary stated elsewhere herein, at any time during the period beginning on the date which is one hundred twenty-one (121) days from the issue date and ending one hundred eighty (180) days following the issue date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Second Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 175%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9. After the expiration of one hundred eighty (180) days following the date of the Note, the Borrower shall have no right of prepayment.​