Common use of Repayment and Prepayment Clause in Contracts

Repayment and Prepayment. (a) Unless a prepayment in full under this Section 2.03 or Section 2.07, has occurred, the Borrower shall repay to the Lender the entire outstanding amount of the Loan on the Final Maturity Date. (b) At any time and from time to time the Borrower may voluntarily prepay any outstanding Loan in whole or in part, but if in part, subject to a minimum prepayment amount of $5,000,000, by sending a notice to the Administrative Agent at least two (2) Business Days prior to the day of such prepayment (an "Early Repayment"), which notice shall state the proposed date and aggregate principal amount of such prepayment. (c) If a Borrower Change of Control or Guarantor Change of Control has occurred and is continuing, the Lender shall give notice thereof to the Borrower, and the Borrower shall within one (1) Business Day prepay in full the then outstanding and unpaid principal amount of the Loan plus any other amounts owing to the Lender under the Loan Documents. (d) If the Liens in the Collateral created under the Collateral Documents cease to be enforceable first priority Liens in favor of the Lender (except to the extent expressly permitted thereunder) ("Unenforceability Event"), the Lender shall give notice thereof to the Borrower, and the Borrower shall on the date of receipt of such notice prepay in full the then outstanding and unpaid principal amount of the Loan plus any other amounts owing to the Lender under the Loan Documents. (e) The Borrower may voluntarily prepay the outstanding Loans in whole at any time without prior notice within thirty (30) days after the occurrence of (i) the Administrative Agent, the Collateral Agent, the Lender or the Custodian failing to maintain its registration in good standing with the New York Department of Financial Services, (ii) the Administrative Agent, the Collateral Agent, the Lender or the Custodian ceasing, or announcing its intention to cease, conducting business in the State of New York or (iii) an Insolvency Event occurs with respect to the Administrative Agent, the Collateral Agent, the Lender or the Custodian. (f) If at any time (whether or not it is a Business Day or within normal business hours) the Actual LTV Ratio is equal to or in excess of the Liquidation LTV, the Administrative Agent may deliver a LTV Breach Notice to the Borrower (which may be by e-mail), with a copy to each party hereto, and, if the Borrower does not deposit sufficient additional Collateral in the Collateral Account within 24 hours after the receipt of such LTV Breach Notice to cause the Actual LTV Ratio, after taking into account such additional Collateral, to be less than or equal to the Initial LTV, the outstanding Loan shall become immediately due and payable in full (whether or not it is a Business Day or within normal business hours) and the Borrower shall immediately prepay the outstanding Loan together with any other amounts owed to the Lender under the Loan Documents. (g) On the first Drawdown Date, the Borrower shall pay to the Lender by way of upfront fee, an amount equal to 0.8% of the Commitment (being US$400,000). Such amount may be netted against and deducted from Loan A and the Lender shall only be obliged to advance the resulting net amount of US$14,600,000 in respect of Loan A. (h) If the Loan is to be repaid or prepaid by the Borrower at any time prior to the Final Maturity Date, any such repayment or prepayment shall be accompanied by payment of accrued interest to the date of such repayment or prepayment on the principal amount repaid or prepaid together with, if applicable pursuant to Section 2.03(i) below, the Early Termination Fee. The parties agree that any Early Termination Fee payable hereunder is intended to compensate the Lender for lost anticipated profits as a result of such early repayment or prepayment and shall not be considered as a penalty. (i) If the Loan is repaid or prepaid by the Borrower at any time prior to the Final Maturity Date other than pursuant to Section 2.03(e), Section 2.03(f) and Section 2.12(d) (including without limitation pursuant to Section 2.03(b), Section 2.03(c), Section 2.03(d) or Section 2.07), the prepayment shall be accompanied by an amount equal to the Early Termination Fee, save where the Borrower gives notice to prepay the Loan in full within 24 hours after the commencement of a Deleveraging Trigger Period in which case no Early Termination Fee shall be payable. (j) If the Loan is prepaid pursuant to Section 2.03(f), no Early Termination Fee shall be payable.

Repayment and Prepayment. (a) Unless a prepayment in full under this Section 2.03 or Section 2.07, has occurred4.1 Subject to Clauses 4.5 and unless otherwise agreed between the Noteholders and the Company, the Borrower Company shall repay to the Lender the entire outstanding amount of the Loan each Advance on the Final Maturity relevant Repayment Date. (b) At 4.2 The Company shall not be required to repay any time and sums to the Noteholders representing principal on any Advance during the Holiday Period and, thereafter, the Company will be required to undertake repayment to the Noteholders on each Repayment Date. Upon repayment of the principal the Company will pay the relevant Repayment Fee. 4.3 No amount of the Advance repaid or prepaid may be redrawn, unless agreed in writing by the Noteholders. 4.4 On the dates on which the Company is due to repay any portion of the Advance or interest the Company shall make the same available to the Noteholders by payment in British pounds sterling in immediately available, freely transferable, cleared funds to such bank or other financial institution as the Noteholders may from time to time notify to the Borrower may voluntarily Company for this purpose. 4.5 The Company shall be entitled, upon giving five (5) day's written notice (“Prepayment Notice”) to the Noteholders, to prepay the principal amount of the Advance outstanding at any outstanding Loan time, in whole or in part, but provided that: (a) a Prepayment Notice shall be nul and void if it is served during the Holiday Period in part, subject to a minimum prepayment amount respect of $5,000,000, by sending a notice to the Administrative Agent at least two Initial Advance or otherwise 30 calendar days from the date of any further Advance; (2i) Business Days the 5 Day VWAP of the Ordinary Shares is less than the Fixed Premium Placing Price as of the date of the relevant Prepayment Notice; and (ii) the Closing Price of the Ordinary Shares the date prior to the day of such proposed prepayment date (an "Early Repayment"), which notice shall state as set out within the proposed date and aggregate principal amount of such prepaymentPrepayment Notice) is less than the Fixed Premium Placing Price. (c) If a Borrower Change of Control or Guarantor Change of Control has occurred and is continuingSubject to Clause 4.6, the Lender shall give notice thereof Repayment Fee is paid by the Company to the Borrower, and Noteholders in the Borrower shall within one (1) Business Day prepay in full Applicable Percentage at the then outstanding and unpaid same time as the prepayment of such principal amount of the Loan plus any other amounts owing amount. 4.6 Each Noteholder undertakes to the Lender under Company not to elect to Convert at the Loan Documents. (d) If the Liens in the Collateral created under the Collateral Documents cease to be enforceable first priority Liens in favor of the Lender (except to the extent expressly permitted thereunder) ("Unenforceability Event"), the Lender shall give notice thereof to the Borrower, and the Borrower shall on the date of receipt of such notice prepay in full the then outstanding and unpaid principal amount of the Loan plus any other amounts owing to the Lender under the Loan Documents. (e) The Borrower may voluntarily prepay the outstanding Loans in whole at any time without prior notice within thirty (30) days after the occurrence of (i) the Administrative Agent, the Collateral Agent, the Lender or the Custodian failing to maintain its registration in good standing with the New York Department of Financial Services, (ii) the Administrative Agent, the Collateral Agent, the Lender or the Custodian ceasing, or announcing its intention to cease, conducting business in the State of New York or (iii) an Insolvency Event occurs with respect to the Administrative Agent, the Collateral Agent, the Lender or the Custodian. (f) If at any time (whether or not it is a Business Day or within normal business hours) the Actual LTV Ratio is equal to or in excess of the Liquidation LTV, the Administrative Agent may deliver a LTV Breach Notice to the Borrower (which may be by e-mail), with a copy to each party hereto, and, if the Borrower does not deposit sufficient additional Collateral in the Collateral Account within 24 hours after the receipt of such LTV Breach Notice to cause the Actual LTV Ratio, after taking into account such additional Collateral, to be less than or equal to the Initial LTV, the outstanding Loan shall become immediately due and payable in full (whether or not it is a Business Day or within normal business hours) and the Borrower shall immediately prepay the outstanding Loan together with any other amounts owed to the Lender under the Loan Documents. (g) On the first Drawdown Date, the Borrower shall pay to the Lender by way of upfront fee, an amount equal to 0.8% of the Commitment (being US$400,000). Such amount may be netted against and deducted from Loan A and the Lender shall only be obliged to advance the resulting net amount of US$14,600,000 in respect of Loan A. (h) If the Loan is to be repaid or prepaid by the Borrower at any time Fixed Premium Placing Price prior to the Final Maturity Date, any such repayment or prepayment shall be accompanied by payment of accrued interest to date falling six months from the date of such repayment or prepayment on relevant Drawdown Date (the principal amount repaid or prepaid together with, if applicable pursuant to Section 2.03(i) below, the Early Termination Fee. The parties agree that any Early Termination Fee payable hereunder is intended to compensate the Lender for lost anticipated profits as a result of such early repayment or prepayment and shall not be considered as a penalty“Lockup Period”). (i) If the Loan is repaid or prepaid by the Borrower at any time prior to the Final Maturity Date other than pursuant to Section 2.03(e), Section 2.03(f) and Section 2.12(d) (including without limitation pursuant to Section 2.03(b), Section 2.03(c), Section 2.03(d) or Section 2.07), the prepayment shall be accompanied by an amount equal to the Early Termination Fee, save where the Borrower gives notice to prepay the Loan in full within 24 hours after the commencement of a Deleveraging Trigger Period in which case no Early Termination Fee shall be payable. (j) If the Loan is prepaid pursuant to Section 2.03(f), no Early Termination Fee shall be payable.

Repayment and Prepayment. (a) Unless a prepayment 1.5.1 To the extent that the Loan is not accelerated or prepaid in full under accordance with the other provisions of this Section 2.03 or Section 2.07, has occurredArticle, the Borrower shall repay the then outstanding principal of the Loan, together with any accrued interest due and payable thereon on the expiry date of the Term of the Loan (“Maturity Date”). 1.5.2 The Borrower may, if it gives the Lender a written request for prepayment prior to the Maturity Date and such request is approved by the Lender in writing, prepay the entire outstanding whole or any part of the principal amount of the Loan Loan, together with all accrued interest on the Final principal amount being prepaid. The written request for prepayment shall be submitted by the Borrower no later than one (1) month before the Maturity Date. 1.5.3 In the case of the occurrence of any of the following events (each an “Event of Default”): (i) the Borrower fails to pay the principal of any Loan or interest thereon as and when due and payable; (ii) the Borrower: (a) is insolvent or becomes unable to pay its debts when due; (b) At any time and from time declares its inability to time pay its debts when due; or (c) becomes subject to bankruptcy, liquidation or restructuring proceedings; (iii) the Borrower may voluntarily prepay ceases to carry on its business; or (iv) in the opinion of the Lender, there is a material adverse change in the assets, business, commitments or prospects of the Borrower, then, the Lender may, in its discretion, declare the occurrence of an Event of Default, cancel further disbursements of any outstanding Loan in whole or in part, but if in part, subject to a minimum prepayment amount of $5,000,000the Loan, and demand full repayment of the Loan from the Borrower whereupon all of the outstanding principal of the Loan and any accrued interest thereon shall be forthwith due and payable in full. 1.5.4 No fees or penalties shall be charged by sending the Lender on any prepayment made hereunder. 1.5.5 Xxxxxxxx.xxx Limited as the pledgee (“Changyou”) and Xxxx.xxx (Game) Limited as the pledgor (“Sohu”) enter into a notice share pledge agreement with respect to the Administrative Agent shares of Changyou held by Sohu on the date hereof (the “Pledge Agreement”). If any Event of Default occurs, the Lender will have the right to instruct Changyou to enforce the pledge created under the Pledge Agreement and to acquire the shares of Changyou held by Sohu in the amount equal to the outstanding principal and interest of the Loan (the “Transferred Shares”). After Changyou acquires the Transferred Shares, the principal and interest of the Loan owed by the Borrower to the Lender in the amount equal to the value of the Transferred Shares shall be discharged. For the purpose of this Article 1.5.5, the price per share of the Transferred Shares shall be calculated at least two the lesser of (1) the average of the closing prices of Changyou stocks over 30 trading days prior to the date of execution of the Pledge Agreement or (2) Business Days the average of the closing prices of Changyou stocks over 30 trading days prior to the day date of such prepayment (an "Early Repayment"), which notice shall state the proposed date and aggregate principal amount occurrence of such prepayment. (c) If a Borrower Change the Event of Control or Guarantor Change Default. For the avoidance of Control has occurred and is continuingdoubt, the Lender exchange rate of Reminbi to US Dollar shall give notice thereof be the mid-rate of Reminbi to US Dollar published by the Borrower, and the Borrower shall within one (1) Business Day prepay in full the then outstanding and unpaid principal amount People’s Bank of the Loan plus any other amounts owing to the Lender under the Loan Documents. (d) If the Liens in the Collateral created under the Collateral Documents cease to be enforceable first priority Liens in favor of the Lender (except to the extent expressly permitted thereunder) ("Unenforceability Event"), the Lender shall give notice thereof to the Borrower, and the Borrower shall China on the date of receipt of such notice prepay in full the then outstanding and unpaid principal amount of the Loan plus any other amounts owing to the Lender under the Loan Documents. (e) The Borrower may voluntarily prepay the outstanding Loans in whole at any time without prior notice within thirty (30) days after the occurrence of (i) the Administrative Agent, Event of Default. For the Collateral Agentavoidance of doubt, the Lender or is entitled to (but not obliged to) exercise the Custodian failing to maintain its registration in good standing with the New York Department of Financial Services, (ii) the Administrative Agent, the Collateral Agent, the Lender or the Custodian ceasing, or announcing its intention to cease, conducting business in the State of New York or (iii) an Insolvency Event occurs with respect to the Administrative Agent, the Collateral Agent, the Lender or the Custodianrights under this Article 1.5.5. (f) If at any time (whether or not it is a Business Day or within normal business hours) the Actual LTV Ratio is equal to or in excess of the Liquidation LTV, the Administrative Agent may deliver a LTV Breach Notice to the Borrower (which may be by e-mail), with a copy to each party hereto, and, if the Borrower does not deposit sufficient additional Collateral in the Collateral Account within 24 hours after the receipt of such LTV Breach Notice to cause the Actual LTV Ratio, after taking into account such additional Collateral, to be less than or equal to the Initial LTV, the outstanding Loan shall become immediately due and payable in full (whether or not it is a Business Day or within normal business hours) and the Borrower shall immediately prepay the outstanding Loan together with any other amounts owed to the Lender under the Loan Documents. (g) On the first Drawdown Date, the Borrower shall pay to the Lender by way of upfront fee, an amount equal to 0.8% of the Commitment (being US$400,000). Such amount may be netted against and deducted from Loan A and the Lender shall only be obliged to advance the resulting net amount of US$14,600,000 in respect of Loan A. (h) If the Loan is to be repaid or prepaid by the Borrower at any time prior to the Final Maturity Date, any such repayment or prepayment shall be accompanied by payment of accrued interest to the date of such repayment or prepayment on the principal amount repaid or prepaid together with, if applicable pursuant to Section 2.03(i) below, the Early Termination Fee. The parties agree that any Early Termination Fee payable hereunder is intended to compensate the Lender for lost anticipated profits as a result of such early repayment or prepayment and shall not be considered as a penalty. (i) If the Loan is repaid or prepaid by the Borrower at any time prior to the Final Maturity Date other than pursuant to Section 2.03(e), Section 2.03(f) and Section 2.12(d) (including without limitation pursuant to Section 2.03(b), Section 2.03(c), Section 2.03(d) or Section 2.07), the prepayment shall be accompanied by an amount equal to the Early Termination Fee, save where the Borrower gives notice to prepay the Loan in full within 24 hours after the commencement of a Deleveraging Trigger Period in which case no Early Termination Fee shall be payable. (j) If the Loan is prepaid pursuant to Section 2.03(f), no Early Termination Fee shall be payable.

Repayment and Prepayment. 8.1 Credit A The credit amounts disbursed under Credit A are to be repaid in 17 equal and consecutive semi-annual repayment instalments each in an amount equal to 1/17th of Credit A or such other amount as agreed between the Lenders and the Borrower and approved by EKN; the first of which will be due on the earlier of (i) 28 February 2006 and (ii) the date falling 6 months after the EKN Starting Point to be evidenced concurrently to the Borrower and the Lenders (by delivery as specified in Clause 16.1 hereunder) by a certificate in accordance with Annex 2a hereof_ Credit B If applicable, the credit amounts disbursed under Credit B will be repaid in 17 equal and consecutive semi-annual repayment instalments each in an amount equal to 1/17th of Credit B or such other amount as agreed between the Lenders and the Borrower and approved by EKN; the first of which will, depending on the respective EKN approval, be due on the date falling 6 months after the EKN Starting Point, to be evidenced by a certificate in accordance with Annex 2b hereof 8.2 Where the interest rate defined in Clause 5. 2 a) Unless a prepayment in full under this Section 2.03 or Section 2.07, has occurredapplies, the Borrower shall repay be entitled upon 30 days’ prior notice to the Lender the entire outstanding amount of the Loan Facility Agent to prepay on the Final Maturity any Interest Payment Date. (b) At any time and from time to time the Borrower may voluntarily prepay any outstanding Loan , in whole full or in part, but if in part, subject to a minimum prepayment amount any credit amounts outstanding together with interest accrued thereon and any other amounts then due under the Credit Agreement. Any such notice of $5,000,000, by sending a notice to the Administrative Agent at least two (2) Business Days prior to the day of such prepayment (an "Early Repayment"), which notice shall state the proposed date and aggregate principal amount of such prepayment. (c) If a Borrower Change of Control or Guarantor Change of Control has occurred and is continuing, the Lender shall give notice thereof to the Borrower, and the Borrower shall within one (1be irrevocable and binding and obliges the Borrower to repay the credit amounts in accordance with its notice of prepayment. In case of partial prepayments, any partial amount repaid may be applied by the Facility Agent in the inverse order of their maturities. Any amount prepaid in accordance with this Clause 8.2 may not be reborrowed. 8.3 Where the interest rate in Clause 5.2 d) Business Day prepay in full applies, prepayment of any amounts not yet due according to this Credit Agreement is not permitted. 8.4 Prior to the then outstanding first Repayment Date the Facility Agent shall furnish the Borrower with a repayment schedule which sets out the Repayment Dates and unpaid principal the amount of the Loan plus any other amounts owing to the Lender under the Loan Documents. (d) If the Liens in the Collateral created under the Collateral Documents cease repayment instalments to be enforceable first priority Liens in favor of paid on each such Repayment Date or Additional Repayment Date, if applicable, provided that no failure by the Lender (except Facility Agent to the extent expressly permitted thereunder) ("Unenforceability Event"), the Lender shall give notice thereof to the Borrower, and so advise the Borrower shall on relieve the date of receipt of such notice prepay in full the then outstanding and unpaid principal amount Borrower from its obligations hereunder. In case of the Loan plus any other amounts owing granting of Credit B and if a repayment schedule in relation to the Lender under the Loan Documents. (e) The Borrower may voluntarily prepay the outstanding Loans in whole Credit A has already been delivered at any time without prior notice within thirty (30) days after the occurrence of (i) the Administrative Agentsuch time, the Collateral AgentLenders shall furnish the Borrower with a revised repayment schedule or an additional repayment schedule, as the Lender or the Custodian failing to maintain its registration in good standing with the New York Department of Financial Services, (ii) the Administrative Agent, the Collateral Agent, the Lender or the Custodian ceasing, or announcing its intention to cease, conducting business in the State of New York or (iii) an Insolvency Event occurs with respect to the Administrative Agent, the Collateral Agent, the Lender or the Custodian. (f) If at any time (whether or not it is a Business Day or within normal business hours) the Actual LTV Ratio is equal to or in excess case may be. All other stipulations of the Liquidation LTV, the Administrative Agent may deliver a LTV Breach Notice preceding sentence shall apply mutatis mutandis to the Borrower (which may be by e-mail), with a copy to each party hereto, and, if the Borrower does not deposit sufficient such revised or additional Collateral in the Collateral Account within 24 hours after the receipt of such LTV Breach Notice to cause the Actual LTV Ratio, after taking into account such additional Collateral, to be less than or equal to the Initial LTV, the outstanding Loan shall become immediately due and payable in full (whether or not it is a Business Day or within normal business hours) and the Borrower shall immediately prepay the outstanding Loan together with any other amounts owed to the Lender under the Loan Documentsschedule. (g) On the first Drawdown Date, the Borrower shall pay to the Lender by way of upfront fee, an amount equal to 0.8% of the Commitment (being US$400,000). Such amount may be netted against and deducted from Loan A and the Lender shall only be obliged to advance the resulting net amount of US$14,600,000 in respect of Loan A. (h) If the Loan is to be repaid or prepaid by the Borrower at any time prior to the Final Maturity Date, any such repayment or prepayment shall be accompanied by payment of accrued interest to the date of such repayment or prepayment on the principal amount repaid or prepaid together with, if applicable pursuant to Section 2.03(i) below, the Early Termination Fee. The parties agree that any Early Termination Fee payable hereunder is intended to compensate the Lender for lost anticipated profits as a result of such early repayment or prepayment and shall not be considered as a penalty. (i) If the Loan is repaid or prepaid by the Borrower at any time prior to the Final Maturity Date other than pursuant to Section 2.03(e), Section 2.03(f) and Section 2.12(d) (including without limitation pursuant to Section 2.03(b), Section 2.03(c), Section 2.03(d) or Section 2.07), the prepayment shall be accompanied by an amount equal to the Early Termination Fee, save where the Borrower gives notice to prepay the Loan in full within 24 hours after the commencement of a Deleveraging Trigger Period in which case no Early Termination Fee shall be payable. (j) If the Loan is prepaid pursuant to Section 2.03(f), no Early Termination Fee shall be payable.

Repayment and Prepayment. 7.1 Until the Loan shall be repaid, prepaid or discharged under the provisions of this Agreement, in addition to any other sums which may become payable hereunder or under any other Loan Document, Borrower shall repay the Loan in the amounts, and on the dates, set forth on the Repayment Schedule; provided, however, that the final payment hereunder shall be in an amount necessary to pay in full all outstanding principal, accrued interest and all other amounts due hereunder. Borrower hereby authorizes and directs Lender to apply payments of rent and other amounts made to Lender on or before any Repayment Date by Airlines, in connection with the assignment of Borrower's right, title and interest in the Lease, in the amounts, and in the order of priority, set forth in Paragraph 7.3 hereof. 7.2 (a) Unless a prepayment in full under this Section 2.03 Provided no Event of Default has occurred or Section 2.07, has occurredis continuing, the Borrower shall repay to the Lender the entire outstanding amount of the Loan on the Final Maturity Date. (b) At any time and from time to time the Borrower may voluntarily prepay any outstanding Loan in whole or in part, but if in part, subject to a minimum prepayment amount of $5,000,000, by sending a notice to the Administrative Agent at least two (2) Business Days prior to the day of such prepayment (an "Early Repayment"), which notice shall state the proposed date and aggregate principal amount of such prepayment. (c) If a Borrower Change of Control or Guarantor Change of Control has occurred and is continuing, the Lender shall give notice thereof to the Borrower, and the Borrower shall within one (1) Business Day prepay in full the then outstanding and unpaid principal amount of the Loan plus any other amounts owing to the Lender under the Loan Documents. (d) If the Liens in the Collateral created under the Collateral Documents cease to be enforceable first priority Liens in favor of the Lender (except to the extent expressly permitted thereunder) ("Unenforceability Event"), the Lender shall give notice thereof to the Borrower, and the Borrower shall on the date of receipt of such notice prepay in full the then outstanding and unpaid principal amount of the Loan plus any other amounts owing to the Lender under the Loan Documents. (e) The Borrower may voluntarily prepay the outstanding Loans in whole at any time without prior notice within thirty (30) days after the occurrence of (i) the Administrative Agent, the Collateral Agent, the Lender or the Custodian failing to maintain its registration in good standing with the New York Department of Financial Services, (ii) the Administrative Agent, the Collateral Agent, the Lender or the Custodian ceasing, or announcing its intention to cease, conducting business in the State of New York or (iii) an Insolvency Event occurs with respect to the Administrative Agent, the Collateral Agent, the Lender or the Custodian. (f) If at any time (whether or not it is a Business Day or within normal business hours) the Actual LTV Ratio is equal to or in excess of the Liquidation LTV, the Administrative Agent may deliver a LTV Breach Notice to the Borrower (which may be by e-mail), with a copy to each party hereto, and, if the Borrower does not deposit sufficient additional Collateral in the Collateral Account within 24 hours after the receipt of such LTV Breach Notice to cause the Actual LTV Ratio, after taking into account such additional Collateral, to be less than or equal to the Initial LTV, the outstanding Loan shall become immediately due and payable in full (whether or not it is a Business Day or within normal business hours) and the Borrower shall immediately prepay the outstanding Loan together with any other amounts owed to the Lender under the Loan Documents. (g) On the first Drawdown Date, the Borrower shall pay to the Lender by way of upfront fee, an amount equal to 0.8% of the Commitment (being US$400,000). Such amount may be netted against and deducted from Loan A and the Lender shall only be obliged to advance the resulting net amount of US$14,600,000 in respect of Loan A. (h) If the Loan is to be repaid or prepaid by the Borrower at any time prior to the Final Maturity Date, any such repayment or prepayment shall be accompanied by payment of accrued interest to the date of such repayment or prepayment on the principal amount repaid or prepaid together with, if applicable pursuant to Section 2.03(i) below, the Early Termination Fee. The parties agree that any Early Termination Fee payable hereunder is intended to compensate the Lender for lost anticipated profits as a result of such early repayment or prepayment and shall not be considered as a penalty. (i) If the Loan is repaid or prepaid by the Borrower at any time prior to the Final Maturity Date other than pursuant to Section 2.03(e), Section 2.03(f) and Section 2.12(d) (including without limitation pursuant to Section 2.03(b), Section 2.03(c), Section 2.03(d) or Section 2.07), the prepayment shall be accompanied by an amount equal to the Early Termination Fee, save where the Borrower gives notice entitled to prepay the Loan in full within 24 hours whole, but not in part, on any date thereafter, on not less than 30 days prior written notice specifying such Repayment Date, which notice shall become irrevocable upon delivery to the Lender. Such prepayment made together with (i) accrued interest on the amount of such prepayment through the date of such prepayment; and (ii) so long as a Material Event of Default has never occurred at any time during the Loan Term, a prepayment fee equal to the following percentage of the principal amount of the Loan: (A) if such is made on or prior to the first year anniversary of the Closing Date, 4% of such principal amount; (B) if such prepayment is made after the commencement first year anniversary and on or prior to the second year anniversary of the Closing Date, 3% of such principal amount; (C) if such prepayment is made after the second year anniversary and on or prior to the third year anniversary of the Closing Date, 2% of such principal amount; and (D) if such prepayment is made at any time after the third year anniversary of the Closing Date, 1% of such principal amount. Notwithstanding the foregoing clause (ii), if a Deleveraging Trigger Period Material Event of Default shall have occurred at any time during the Loan Term prior to the date of any prepayment, whether or not such Material Event of Default may have been cured as of such date, then each rate set forth in which case no Early Termination Fee clause (ii) above shall be payableincreased by 2%. (j) If the Loan is prepaid pursuant to Section 2.03(f), no Early Termination Fee shall be payable.

Repayment and Prepayment. (a) Unless a prepayment in full under this Section 2.03 or Section 2.07, has occurred, the Borrower shall repay to the Lender the entire outstanding amount of the Loan on the Final Maturity Date. (b) At any time and from time to time the Borrower may voluntarily prepay any outstanding Loan in whole or in part, but if in part, subject to a minimum prepayment amount of $5,000,000, by sending a notice to the Administrative Agent at least two (2) Business Days prior to the day of such prepayment (an "Early Repayment"), which notice shall state the proposed date and aggregate principal amount of such prepayment. (c) If a Borrower Change of Control or Guarantor Change of Control has occurred and is continuing, the Lender shall give notice thereof to the Borrower, and the Borrower shall within one (1) Business Day prepay in full the then outstanding and unpaid principal amount of the Loan plus any other amounts owing to the Lender under the Loan Documents. (d) If the Liens in on the Collateral created under the Collateral Documents cease to be enforceable first priority Liens in favor of the Lender (except to the extent expressly permitted thereunder) ("Unenforceability Event"), the Lender shall give notice thereof to the Borrower, and the Borrower shall on the date of receipt of such notice prepay in full the then outstanding and unpaid principal amount of the Loan plus any other amounts owing to the Lender under the Loan Documents. (e) The Borrower may voluntarily prepay the outstanding Loans in whole at any time without prior notice within thirty (30) days after the occurrence of (i) the Administrative Agent, the Collateral Agent, the Lender or the Custodian failing to maintain its registration in good standing with the New York Department of Financial Services, (ii) the Administrative Agent, the Collateral Agent, the Lender or the Custodian ceasing, or announcing its intention to cease, conducting business in the State of New York or (iii) an Insolvency Event occurs with respect to the Administrative Agent, the Collateral Agent, the Lender or the Custodian. (f) If at any time (whether or not it is a Business Day or within normal business hours) the Actual LTV Ratio is equal to or in excess of the Liquidation LTV, the Administrative Agent may deliver a an LTV Breach Notice to the Borrower (which may be by e-mail), with a copy to each party hereto, and, if the Borrower does not deposit sufficient additional Collateral in the Collateral Account within 24 hours after the receipt of such LTV Breach Notice to cause the Actual LTV Ratio, after taking into account such additional Collateral, to be less than or equal to the Initial LTV, the outstanding Loan shall become immediately due and payable in full (whether or not it is a Business Day or within normal business hours) hereto and the Borrower shall immediately within 24 hours of receipt of such notice prepay in full the then outstanding and unpaid principal amount of the Loan together with plus any other amounts owed owing to the Lender under the Loan Documents. (g) On the first Drawdown Date, the Borrower shall pay to the Lender by way of upfront fee, an amount equal to 0.8% of the Commitment (being US$400,000). Such amount may be netted against and deducted from Loan A and the Lender shall only be obliged to advance the resulting net amount of US$14,600,000 in respect of Loan A. (h) If the Loan is to be repaid or prepaid by the Borrower at any time prior to the Final Maturity Date, any such repayment or prepayment shall be accompanied by payment of accrued interest to the date of such repayment or prepayment on the principal amount repaid or prepaid together with, if applicable pursuant to Section 2.03(i) below, the Early Termination Fee. The parties agree that any Early Termination Fee payable hereunder is intended to compensate the Lender for lost anticipated profits as a result of such early repayment or prepayment and shall not be considered as a penalty. (i) If the Loan is repaid or prepaid by the Borrower at any time prior to the Final Maturity Date other than pursuant to Section 2.03(e), Section 2.03(f), Section 2.03(k) and Section 2.12(d) (including without limitation pursuant to Section 2.03(b), Section 2.03(c), Section 2.03(d) or Section 2.07), the prepayment shall be accompanied by an amount equal to the Early Termination Fee, save where provided that no Early Termination Fee shall be payable (x) if the Borrower gives notice to prepay the Loan in full within 24 hours after the commencement of a Deleveraging Trigger Period Period, (y) in which case no Early Termination Fee shall be payableconnection with prepayments pursuant to Section 2.03(b) in an aggregate principal amount equal to $15,000,000 or (z) if the Ontario Securities Commission requires termination of the Loan. (j) If the Loan is prepaid pursuant to Section 2.03(f), no Early Termination Fee shall be payable. (k) If at any time (whether or not it is a Business Day or within normal business hours) the Prevailing Market Value is less than the higher of (x) $25,000 and (y) 60% of the Prevailing Market Value as of 9 a.m. (New York City Time) on the Amendment and Restatement Effective Date, and provided that at such time the Drawdown Date in respect of Loan D has occurred, the Administrative Agent may deliver a Partial Repayment Notice to the Borrower (which may be by email) which shall require the Borrower to prepay $15,000,000 in principal amount of the Loan together with any accrued and unpaid interest thereon on a date specified in the Partial Repayment Notice plus a pro rata proportion of any other amounts owing to the Lender under the Loan Documents, provided that the date specified in the Partial Repayment Notice on which such prepayment shall be required shall be not less than 30 calendar days from the date of delivery of the Partial Repayment Notice.

Repayment and Prepayment. (a) Unless a prepayment 13.1 The Borrower shall repay the principal amount of any Advance drawn down by it to the Banks in full under accordance with the Principal Repayment Schedule on the relevant Payment Dates as stated therein, which shall reflect that any outstanding Term Loan Advance and any outstanding Construction Loan Advance shall in any and all events be repaid on July 1, 2005, without prejudice to the other provisions of this Section 2.03 or Section 2.07, has occurredarticle 13 and without prejudice to article 23. 13.2 Without prejudice to the other provisions of this article 13, the Borrower shall repay have the right to prepay to the Lender the entire outstanding amount of the Loan Banks on the Final Maturity any Payment Date. (b) At any time and from time to time the Borrower may voluntarily prepay , wholly or partially, any outstanding Advance(s) (without the right to redraw any prepaid Term Loan in whole Advance or in part, but if in partConstruction Loan Advance or a portion thereof), subject to a minimum prepayment the obligation to simultaneously pay accrued interest and the amount of $5,000,000actual breakage costs as provided in article 13.5, by sending a if any, provided that (i) the Agent shall have received written notice of the Borrower that the Borrower shall exercise the right as referred to the Administrative Agent above at least two (2) 20 Business Days prior to the day date of intended prepayment as specified in such notice, and (ii) the amount of such prepayment shall be at least NLG 5,000,000 or a multiple thereof. 13.3 The Borrower shall have the obligation to prepay to the Banks: - upon the occurrence of an Event of Loss and subsequent payment to the Borrower of insurance proceeds and/or other proceeds to compensate the Borrower for the loss or damage to any of its assets (an such insurance proceeds, if any, and such other proceeds, if any, hereafter collectively referred to as "Early RepaymentLoss Proceeds"), which notice shall state the proposed date and aggregate principal an amount of such prepayment. (c) If a Borrower Change of Control or Guarantor Change of Control has occurred and is continuing, the Lender shall give notice thereof equal to the Borrower, and the Borrower shall within one (1) Business Day prepay in full the then outstanding and unpaid principal amount of the Loan plus any other amounts owing to the Lender under the Loan Documents. (d) If the Liens in the Collateral created under the Collateral Documents cease to be enforceable first priority Liens in favor of the Lender (except to the extent expressly permitted thereunder) ("Unenforceability Event"), the Lender shall give notice thereof to the Borrower, and the Borrower shall on the date of receipt of such notice prepay in full the then outstanding and unpaid principal amount of the Loan plus any other amounts owing to the Lender under the Loan Documents. (e) The Borrower may voluntarily prepay the outstanding Loans in whole at any time without prior notice within thirty (30) days after the occurrence difference of (i) the Administrative Agentamount of Loss Proceeds, the Collateral Agent, the Lender or the Custodian failing to maintain its registration in good standing with the New York Department of Financial Services, and (ii) the Administrative AgentRepair Amount, to the Collateral Agent, extent that the Lender or former exceeds the Custodian ceasinglatter; - upon the occurrence of an Event of Default, or announcing its intention to ceaseevent or circumstance which, conducting business in solely with the State giving of New York or (iii) notice and/or the lapse of time, would constitute an Insolvency Event occurs with respect to the Administrative Agentof Default, the Collateral Agent, the Lender or the Custodian. (f) If at any time (whether or not it is a Business Day or within normal business hours) the Actual LTV Ratio is equal to or in excess of the Liquidation LTV, the Administrative Agent may deliver a LTV Breach Notice and subsequent payment to the Borrower (which may be by e-mail)of Loss Proceeds, with a copy an amount equal to each party heretosuch Loss Proceeds; - at the reasonable discretion of the Agent upon payment of Loss Proceeds exceeding the amount of NLG 75,000,000, and, if the Borrower does not deposit sufficient additional Collateral in the Collateral Account within 24 hours after the receipt amount of such LTV Breach Notice to cause the Actual LTV RatioLoss Proceeds; - an amount or amounts, after taking into account such additional Collateral, to be less than or equal to the Initial LTV, amount or amounts paid by any of the outstanding Loan shall become immediately due and payable in full (whether or not it is a Business Day or within normal business hours) and Municipalities under any of the Borrower shall immediately prepay the outstanding Loan together with any other amounts owed Purchase Agreements pursuant to the Lender under the Loan Documentsarticle 2.4 thereof. (g) On 13.4 Each amount of principal prepaid in accordance with this article 13 shall be applied in order of maturity as determined by the first Drawdown DateAgent. 13.5 If any of the following events occurs, the Borrower shall pay to the Lender by way of upfront fee, each Bank an amount equal to 0.8% the actual documented losses (excluding the loss of Margin) suffered by such Bank, incurred in liquidating or re- employing funds as result of: (i) any prepayment pursuant to article 13.2 or article 23.2 of the Commitment (being US$400,000). Such amount may be netted against and deducted from Loan A and the Lender shall only be obliged to advance the resulting net principal amount of US$14,600,000 in respect any Variable Rate Advance on a date other than the last date of Loan A. the Variable Rate Interest Period applicable to such Advance; (hii) If any prepayment pursuant to article 13.2 or article 23.2 of the Loan is to be repaid or prepaid principal amount of any Fixed Rate Advance; (iii) failure by the Borrower at to draw an Advance in accordance with this Agreement as specified in the relevant Notice of Drawdown submitted by the Borrower to the Agent; (iv) failure by the Borrower to prepay the principal amount specified to be prepaid in a notice as referred to in article 13.2. 13.6 Any Working Capital Advance and any time prior principal amount of Overdraft has to be definitively repaid before or on the Final Maturity Date, notwithstanding any such repayment or prepayment shall be accompanied by payment other provision of accrued interest to the date of such repayment or prepayment on the principal amount repaid or prepaid together with, if applicable pursuant to Section 2.03(i) below, the Early Termination Fee. The parties agree that any Early Termination Fee payable hereunder is intended to compensate the Lender for lost anticipated profits as a result of such early repayment or prepayment and shall not be considered as a penaltythis Agreement. (i) If the Loan is repaid or prepaid by the Borrower at any time prior to the Final Maturity Date other than pursuant to Section 2.03(e), Section 2.03(f) and Section 2.12(d) (including without limitation pursuant to Section 2.03(b), Section 2.03(c), Section 2.03(d) or Section 2.07), the prepayment shall be accompanied by an amount equal to the Early Termination Fee, save where the Borrower gives notice to prepay the Loan in full within 24 hours after the commencement of a Deleveraging Trigger Period in which case no Early Termination Fee shall be payable. (j) If the Loan is prepaid pursuant to Section 2.03(f), no Early Termination Fee shall be payable.

Repayment and Prepayment. (a) Unless a prepayment The Term Facility is repayable in full under this Section 2.03 or Section 2.07, has occurred, in a single repayment instalment on the Borrower shall repay to the Lender the entire outstanding amount third anniversary of the Loan on first Drawdown under the Final Maturity DateTerm Facility. (b) At The Revolving Facility is repayable on demand and the Bank may at any time and from time to time the Borrower may voluntarily prepay any outstanding Loan in whole or in part, but if in part, subject to a minimum prepayment amount of $5,000,000, by sending a on giving 5 clear Business Days’ notice to the Administrative Agent at least two (2) Business Days prior Client, terminate, cancel or withdraw the Revolving Facility and/or declare all sums outstanding under the Revolving Facility, together with all accrued interest on such Drawdowns and any other sums payable under the Offer Letter and the Lending Terms and Conditions in connection with such Drawdowns, to the day of such prepayment (an "Early Repayment"), which be immediately due and payable. Such notice shall state be in writing in the proposed date form set out in Annex D to these Lending Terms and aggregate principal amount Conditions (Form of such prepaymentNotice of Cancellation). (c) If a Borrower Change of Control or Guarantor Change of Control has occurred and is continuingThe Client may, the Lender shall give on not less than ten Business Days’ prior notice thereof to the BorrowerBank (such notice to be irrevocable), and prepay the Borrower shall within one whole (1but not any part) Business Day prepay in full the then outstanding and unpaid principal amount of the Loan plus any other amounts owing to the Lender Drawdown under the Loan DocumentsTerm Facility. (d) If the Liens in the Collateral created under the Collateral Documents cease to be enforceable first priority Liens in favor In respect of the Lender (except to the extent expressly permitted thereunder) ("Unenforceability Event"), the Lender shall give notice thereof to the Borrower, and the Borrower shall on the date of receipt of such notice prepay in full the then outstanding and unpaid principal amount of the Loan plus any other amounts owing to the Lender under the Loan Documents.Term Facility: (e) The Borrower may voluntarily prepay the outstanding Loans in whole at any time without prior notice within thirty (30) days after the occurrence of (i) the Administrative Agent, the Collateral Agent, the Lender or the Custodian failing to maintain its registration in good standing with the New York Department of Financial Services, (ii) the Administrative Agent, the Collateral Agent, the Lender or the Custodian ceasing, or announcing its intention to cease, conducting business in the State of New York or (iii) an Insolvency Event occurs with respect to the Administrative Agent, the Collateral Agent, the Lender or the Custodian. (f) If at any time (whether or not it is a Business Day or within normal business hours) the Actual LTV Ratio is equal to or in excess of the Liquidation LTV, the Administrative Agent may deliver a LTV Breach Notice to the Borrower (which may be by e-mail), with a copy to each party hereto, and, if the Borrower does not deposit sufficient additional Collateral in the Collateral Account within 24 hours after the receipt of such LTV Breach Notice to cause the Actual LTV Ratio, after taking into account such additional Collateral, to be less than or equal to the Initial LTV, the outstanding Loan shall become immediately due and payable in full (whether or not it is a Business Day or within normal business hours) and the Borrower shall immediately prepay the outstanding Loan together with any other amounts owed to the Lender under the Loan Documents. (g) On the first Drawdown Date, the Borrower shall pay to the Lender by way of upfront fee, an amount equal to 0.8% of the Commitment (being US$400,000). Such amount may be netted against and deducted from Loan A and the Lender shall only be obliged to advance the resulting net amount of US$14,600,000 in respect of Loan A. (h) If the Loan is to be repaid or prepaid by the Borrower at any time prior to the Final Maturity Date, any such repayment or prepayment shall include accrued interest, breakage costs and (in respect of a prepayment under paragraph (c), above and as may be accompanied by payment specified in the special conditions provisions of accrued interest to the date of such Offer Letter) prepayment fees; (ii) no cancellation, repayment or prepayment on the principal amount repaid or prepaid together with, if applicable pursuant to Section 2.03(i) below, the Early Termination Fee. The parties agree that any Early Termination Fee payable hereunder is intended to compensate the Lender for lost anticipated profits allowed except as a result of such early repayment or prepayment and shall not be considered as a penalty.expressly stated; and (iiii) If no amount of the Loan is repaid or prepaid by the Borrower at any time prior to the Final Maturity Date other than pursuant to Section 2.03(e), Section 2.03(f) and Section 2.12(d) (including without limitation pursuant to Section 2.03(b), Section 2.03(c), Section 2.03(d) or Section 2.07), the prepayment shall be accompanied by an amount equal to the Early Termination Fee, save where the Borrower gives notice to prepay the Loan in full within 24 hours after the commencement of a Deleveraging Trigger Period in Drawdown which case no Early Termination Fee shall be payable. (j) If the Loan is prepaid pursuant to Section 2.03(f), no Early Termination Fee shall or repaid may be payable.reborrowed

Repayment and Prepayment. (a) Unless a prepayment in full under 5.1 Subject to the provisions of this Section 2.03 or Section 2.07, has occurredAgreement, the Borrower shall repay the Outstanding Principal by 36 monthly instalments. The 1st to the 35th instalments shall be for US$33,000 each and the 36th (last) instalments shall be for US$45,000. Each such instalments is to be paid on last calendar day falling at successive monthly intervals and the first instalment shall be paid on the last calendar day in the month next after the Drawdown Date provided that, where the last calendar day in any month is not a Banking Day, the relevant Repayment Date shall fall on the immediately preceding Banking Day. 5.2 The Borrower shall have the right, upon giving not less than thirty (30) Banking Days' notice in writing to the Lender, to prepay without penalty (but upon reimbursements to the Lender all costs occasioned by such early repayment to be determined by the entire outstanding amount of Lender), the Loan on the Final Maturity Date. (b) At any time and from time to time the Borrower may voluntarily prepay any outstanding Loan Outstanding Principal, in whole or in part, but if on any Interest Date applicable thereto, provided that: 5.2.1 any prepayment of part of the Outstanding Principal must be in part, subject to a minimum prepayment amount of $5,000,000, by sending a notice to the Administrative Agent at least two (2) Business Days prior to the day of such prepayment (an "Early Repayment"), which notice shall state the proposed date and aggregate principal amount of such prepayment. (c) If a Borrower Change of Control or Guarantor Change of Control has occurred and is continuing, the Lender shall give notice thereof to the Borrower, and the Borrower shall within one (1) Business Day prepay in full the then outstanding and unpaid principal amount of the Loan plus any other amounts owing to the Lender under the Loan Documents. (d) If the Liens in the Collateral created under the Collateral Documents cease to be enforceable first priority Liens in favor of the Lender (except to the extent expressly permitted thereunder) ("Unenforceability Event"), the Lender shall give notice thereof to the Borrower, and the Borrower shall on the date of receipt of such notice prepay in full the then outstanding and unpaid principal amount of the Loan plus any other amounts owing to the Lender under the Loan Documents. (e) The Borrower may voluntarily prepay the outstanding Loans in whole at any time without prior notice within thirty (30) days after the occurrence of (i) the Administrative Agent, the Collateral Agent, the Lender or the Custodian failing to maintain its registration in good standing with the New York Department of Financial Services, (ii) the Administrative Agent, the Collateral Agent, the Lender or the Custodian ceasing, or announcing its intention to cease, conducting business in the State of New York or (iii) an Insolvency Event occurs with respect to the Administrative Agent, the Collateral Agent, the Lender or the Custodian. (f) If at any time (whether or not it is a Business Day or within normal business hours) the Actual LTV Ratio is equal to or in excess of the Liquidation LTV, the Administrative Agent may deliver a LTV Breach Notice to the Borrower (which may be by e-mail), with a copy to each party hereto, and, if the Borrower does not deposit sufficient additional Collateral in the Collateral Account within 24 hours after the receipt of such LTV Breach Notice to cause the Actual LTV Ratio, after taking into account such additional Collateral, to be less than or equal to the Initial LTV, the outstanding Loan shall become immediately due and payable in full (whether or not it is a Business Day or within normal business hours) and the Borrower shall immediately prepay the outstanding Loan together with any other amounts owed to the Lender under the Loan Documents. (g) On the first Drawdown Date, the Borrower shall pay to the Lender by way of upfront fee, an amount equal to 0.8% of the Commitment (being US$400,000). Such amount may be netted against and deducted from Loan A and the Lender shall only be obliged to advance the resulting net amount of US$14,600,000 100,000, or otherwise be an integral multiple thereof, and will be applied by the Lender in or towards the discharge of the remaining Repayment Instalments in inverse order of maturity; 5.2.2 each prepayment must be made together with the accrued interest on the amount prepaid and all other sums payable in respect thereof under the provisions of Loan A. (h) If this Agreement and, in the Loan is to be repaid or prepaid by case of prepayment of the Borrower at any time prior to whole of the Final Maturity DateOutstanding Principal, any such repayment or prepayment shall be accompanied by payment of accrued interest all other Outstanding Indebtedness; and 5.2.3 any such notice of prepayment given by the Borrower under this Clause 5.2 shall be effective on receipt by the Lender and shall be irrevocable once given and the Borrower shall be bound to make such prepayment in accordance therewith. 5.3 If the date Vessel becomes a Total Loss the Borrower shall prepay the Outstanding Principal together with all other Outstanding Indebtedness within ninety (90) days following the occurrence of such the Total Loss. 5.4 Except as specifically provided in this Agreement or in any other of the Security Documents, in the absence of an Event of Default and demand for repayment or prepayment on by the principal amount repaid or prepaid together with, if applicable pursuant to Section 2.03(i) belowLender, the Early Termination Fee. The parties agree that any Early Termination Fee payable hereunder is intended to compensate the Lender for lost anticipated profits as a result of such early repayment or prepayment and shall not be considered as a penaltyobliged to accept any other prepayment of the whole or any part of the Outstanding Principal. (i) If 5.5 Any part of the Loan Outstanding Principal which is repaid or prepaid by the Borrower at any time prior to the Final Maturity Date other than pursuant to Section 2.03(e), Section 2.03(f) and Section 2.12(d) (including without limitation pursuant to Section 2.03(b), Section 2.03(c), Section 2.03(d) or Section 2.07), the prepayment shall may not be accompanied by an amount equal to the Early Termination Fee, save where the Borrower gives notice to prepay the Loan in full within 24 hours after the commencement of a Deleveraging Trigger Period in which case no Early Termination Fee shall be payableredrawn. (j) If the Loan is prepaid pursuant to Section 2.03(f), no Early Termination Fee shall be payable.

Repayment and Prepayment. (a) Unless a prepayment in full under this Section 2.03 or Section 2.07, has occurredSubject to paragraphs (b) to (e) below, the Borrower shall repay to the Lender the entire outstanding amount of the Loan Loans and all accrued interest thereon on the Final Maturity DateDate in full. (b) At The Borrower shall provide evidence of application of the Loan(s) towards the purpose specified in Clause 2.2 (Purpose) within four (4) Months from the Initial Drawdown Date, in form and substance satisfactory to the Lender (acting reasonably), provided that such evidence shall be considered to be in form and substance satisfactory to the Lender if the Borrower delivers to the Lender a copy of payment confirmation demonstrating that payment has been made to (or on behalf of) the relevant counterparty pursuant to any investment agreement in relation to the investment by the SPV in acquiring equity interests in a Target Company, in form and substance as approved by the Lender before drawdown. If no such evidence is provided, or if any amount of the proceeds of a Loan has not been applied towards the purpose specified in Clause 2.2 (Purpose) by such date (or any later date as determined by the Lender in its sole discretion and notified to the Borrower), all outstanding Loans, together with accrued interest, and all other amounts accrued under this Agreement, shall become immediately due and payable unless otherwise agreed by the Lender. (c) The Borrower may prepay the principal amount of a Loan at any time and from time to time the Borrower may voluntarily prepay any outstanding Loan in whole or in part, but if in part, subject to a minimum prepayment amount of $5,000,000, by sending a notice to the Administrative Agent at least two (2) Business Days prior to the day of such prepayment (an "Early Repayment"), which notice shall state the proposed date and aggregate principal amount of such prepayment. (c) If a Borrower Change of Control or Guarantor Change of Control has occurred and is continuing, the Lender shall give notice thereof to the Borrower, and the Borrower shall within one (1) Business Day prepay in full the then outstanding and unpaid principal amount of the Loan plus any other amounts owing to the Lender under the Loan Documents. (d) If the Liens in the Collateral created under the Collateral Documents cease to be enforceable first priority Liens in favor of the Lender (except to the extent expressly permitted thereunder) ("Unenforceability Event"), the Lender shall give notice thereof to the Borrower, and the Borrower shall on the date of receipt of such notice prepay in full the then outstanding and unpaid principal amount of the Loan plus any other amounts owing to the Lender under the Loan Documents. (e) The Borrower may voluntarily prepay the outstanding Loans in whole at any time without prior notice within thirty (30) days after the occurrence of (i) the Administrative Agent, the Collateral Agent, the Lender or the Custodian failing to maintain its registration in good standing with the New York Department of Financial Services, (ii) the Administrative Agent, the Collateral Agent, the Lender or the Custodian ceasing, or announcing its intention to cease, conducting business in the State of New York or (iii) an Insolvency Event occurs with respect to the Administrative Agent, the Collateral Agent, the Lender or the Custodian. (f) If at any time (whether or not it is a Business Day or within normal business hours) the Actual LTV Ratio is equal to or in excess of the Liquidation LTV, the Administrative Agent may deliver a LTV Breach Notice to the Borrower (which may be by e-mail), with a copy to each party hereto, and, if the Borrower does not deposit sufficient additional Collateral in the Collateral Account within 24 hours after the receipt of such LTV Breach Notice to cause the Actual LTV Ratio, after taking into account such additional Collateral, to be less than or equal to the Initial LTV, the outstanding Loan shall become immediately due and payable in full (whether or not it is a Business Day or within normal business hours) and the Borrower shall immediately prepay the outstanding Loan together with any other amounts owed to the Lender under the Loan Documents. (g) On the first Drawdown Date, the Borrower shall pay to the Lender by way of upfront fee, an amount equal to 0.8% of the Commitment (being US$400,000). Such amount may be netted against and deducted from Loan A and the Lender shall only be obliged to advance the resulting net amount of US$14,600,000 in respect of Loan A. (h) If the Loan is to be repaid or prepaid by the Borrower at any time prior to the Final Maturity Date, any such repayment in whole or prepayment shall be accompanied by payment of in part, together with accrued and unpaid interest to the date of such repayment or prepayment on the principal amount repaid being prepaid, without penalty or prepaid together with, if applicable pursuant to Section 2.03(i) below, the Early Termination Fee. The parties agree that any Early Termination Fee payable hereunder is intended to compensate the Lender for lost anticipated profits as a result of such early repayment or prepayment and shall not be considered as a penaltypremium. (id) If The Parties may agree that, at any time, the Loan is repaid principal amount of a Loan, in whole or prepaid in part, together with accrued and unpaid interest on the principal amount of such Loan, and/or other amounts outstanding or accrued under this Agreement be converted and/or set-off against any subscription amounts payable by the Borrower at any time prior Lender in order to subscribe for equity in the Final Maturity Date other than pursuant to Section 2.03(e), Section 2.03(f) and Section 2.12(d) (including without limitation pursuant to Section 2.03(b), Section 2.03(c), Section 2.03(d) or Section 2.07), the prepayment shall be accompanied by an amount equal to the Early Termination Fee, save where the Borrower gives notice to prepay the Loan in full within 24 hours after the commencement of a Deleveraging Trigger Period in which case no Early Termination Fee shall be payableSPV. (je) If No part of the Loan is prepaid pursuant to Section 2.03(f), no Early Termination Fee shall may be payablere-borrowed after being repaid.

Repayment and Prepayment. (a) Unless a prepayment Subject to clause 5.1(c), the Obligors must, in each Period in which there is an Amount Outstanding, immediately upon receipt (or by direction to the payee in lieu of receipt) apply 100% of Available Proceeds in that Period (or, if less, the amount required at that time to repay the Amount Outstanding in full) in repayment of the Amount Outstanding, the intention of the parties being that the Amount Outstanding should be repaid in full under this Section 2.03 or Section 2.07, has occurred, the Borrower shall repay to the Lender the entire outstanding amount of the Loan on the Final Maturity Dateas soon as possible. (b) At On demand the Borrower must pay to each Liable Entity all amounts paid by the Liable Entity under clause 5.1(a) and indemnifies the Liable Entity against any loss, cost, liability or expense sustained or incurred as a direct or indirect consequence of any payment by the Liable Entity to the Lender under clause 5.1(a). (c) The Lender may, in its discretion, waive or postpone (in such manner and for such period as the Lender determines) the requirements of clause 5.1(a) at any time and from time to time the Borrower may voluntarily prepay any outstanding Loan either in whole or in part, but if part in part, subject order to a minimum prepayment amount of $5,000,000, by sending a notice ensure that the Obligors have sufficient funds available to them from time to time for them to be able to meet their operating expenses and liabilities that fall within the Administrative Agent at least two (2) Business Days prior Approved Purpose. The Lender is not obliged to the day of such prepayment (an "Early Repayment"), which notice shall state the proposed date and aggregate principal amount of such prepayment. (c) If a Borrower Change of Control or Guarantor Change of Control has occurred and is continuing, the Lender shall give notice thereof to the Borrower, and the Borrower shall within one (1) Business Day prepay in full the then outstanding and unpaid principal amount of the Loan plus any other amounts owing to the Lender under the Loan Documentsdo so. (d) If the Liens in the Collateral created under the Collateral Documents cease to be enforceable first priority Liens in favor The Borrower may prepay all or part of the Lender (except Amount Outstanding at any time and from time to the extent expressly permitted thereunder) ("Unenforceability Event"), the Lender shall give notice thereof to the Borrower, and the Borrower shall on the date of receipt of such notice prepay in full the then outstanding and unpaid principal amount of the Loan plus any other amounts owing to the Lender under the Loan Documentstime without penalty. (e) The Borrower may voluntarily prepay Subject to the outstanding Loans in whole at any time without prior notice within thirty terms of this document (30) days after the occurrence of (i) the Administrative Agentincluding clauses 3.3 and 3.4), the Collateral AgentBorrower may, during the Lender Availability Period borrow or reborrow, as a new Advance, an amount of an Advance (including capitalised interest) which it has repaid or prepaid under this document, if it is necessary in order to ensure that the Custodian failing Obligors have sufficient funds available to maintain its registration in good standing with them for them to be able to meet their operating expenses and liabilities that fall within the New York Department of Financial Services, (ii) the Administrative Agent, the Collateral Agent, the Lender or the Custodian ceasing, or announcing its intention to cease, conducting business in the State of New York or (iii) an Insolvency Event occurs with respect to the Administrative Agent, the Collateral Agent, the Lender or the CustodianApproved Purpose. (f) If at any time (whether The Commitment shall not be reduced solely as a result of a full or not it is a Business Day partial repayment or within normal business hours) the Actual LTV Ratio is equal to or in excess prepayment of the Liquidation LTV, the Administrative Agent may deliver a LTV Breach Notice to the Borrower (which may be by e-mail), with a copy to each party hereto, and, if the Borrower does not deposit sufficient additional Collateral in the Collateral Account within 24 hours after the receipt of such LTV Breach Notice to cause the Actual LTV Ratio, after taking into account such additional Collateral, to be less than or equal to the Initial LTV, the outstanding Loan shall become immediately due and payable in full (whether or not it is a Business Day or within normal business hours) and the Borrower shall immediately prepay the outstanding Loan together with any other amounts owed to the Lender under the Loan Documentsan Advance. (g) On Without limiting its other payment obligations under the first Drawdown DateTransaction Documents, the Borrower shall pay must fully and finally repay to the Lender by way of upfront fee, an amount equal to 0.8% of the Commitment (being US$400,000). Such amount may be netted against and deducted from Loan A and the Lender shall only be obliged to advance the resulting net amount of US$14,600,000 in respect of Loan A. (h) If the Loan is to be repaid Amount Outstanding on or prepaid by the Borrower at any time prior to before the Final Maturity Repayment Date, any such repayment or prepayment shall be accompanied by payment of accrued interest to the date of such repayment or prepayment on the principal amount repaid or prepaid together with, if applicable pursuant to Section 2.03(i) below, the Early Termination Fee. The parties agree that any Early Termination Fee payable hereunder is intended to compensate the Lender for lost anticipated profits as a result of such early repayment or prepayment and shall not be considered as a penalty. (i) If the Loan is repaid or prepaid by the Borrower at any time prior to the Final Maturity Date other than pursuant to Section 2.03(e), Section 2.03(f) and Section 2.12(d) (including without limitation pursuant to Section 2.03(b), Section 2.03(c), Section 2.03(d) or Section 2.07), the prepayment shall be accompanied by an amount equal to the Early Termination Fee, save where the Borrower gives notice to prepay the Loan in full within 24 hours after the commencement of a Deleveraging Trigger Period in which case no Early Termination Fee shall be payable. (j) If the Loan is prepaid pursuant to Section 2.03(f), no Early Termination Fee shall be payable.

Repayment and Prepayment. 10.1 Each advance shall be repaid in full by one repayment falling due on its Repayment Date. On the Repayment Date of each advance the relevant Borrower shall repay the entire principal amount advanced by the Lender to it together with all interest and unpaid fees or other charges payable on such advance pursuant to the terms of this Facility Letter. If the Repayment Date is not a Banking Day then it shall instead be the immediately following Banking Day unless that day falls in the next calendar month or after the Final Maturity Date in which case it shall be the immediately preceding Banking Day. (a) Unless a prepayment in full If it gives at least five (5) Banking Days prior written notice to the Lender, each Borrower may with the written consent of the Lender, prepay all or part of the principal amount advanced to it by the Lender under this Section 2.03 or Section 2.07, has occurred, the Borrower shall repay to the Lender the entire outstanding amount of the Loan on the Final Maturity DateFacility Letter. (b) At any time Any prepayment by a Borrower under this Clause 10.2 must include all interest and from time to time unpaid fees or charges payable on the relevant prepayment date together with all interest, fees or charges that would have been payable by the Borrower may voluntarily prepay any outstanding Loan in whole respect of the amount prepaid between the relevant prepayment date and the relevant Repayment Date in respect of each advance being prepaid, which amount will be reduced if the Lender is able to relend or in part, but if in part, subject to a minimum reinvest the principal amount so prepaid between the relevant prepayment date and the relevant Repayment Date by the amount of $5,000,000, by sending a notice interest to the Administrative Agent at least two (2) Business Days prior Lender on so relending or reinvesting the amount prepaid, plus any other reasonable cost or expense incurred by the Lender arising out of such payment or prepayment. A certificate of the Lender setting forth the basis for the determination of the amount to be paid by the Borrower pursuant to the day of such prepayment (an "Early Repayment"), which notice preceding sentence shall state the proposed date and aggregate principal amount of such prepaymentbe conclusive evidence. (c) If a Borrower Change of Control or Guarantor Change of Control has occurred and is continuing, the Lender shall give notice thereof to the Borrower, and the Borrower shall within one (1) Business Day prepay in full the then outstanding and unpaid principal The amount of the Loan plus any other amounts owing to the Lender under the Loan Documentsprepayment must be a minimum of RMB1,000,000.00 and a whole multiple of RMB500,000.00. (d) If the Liens in the Collateral created under the Collateral Documents cease to be enforceable first priority Liens in favor of A Borrower shall provide the Lender with copies of all necessary approvals from relevant government agencies which relate to each prepayment under this Facility Letter at least five (except to the extent expressly permitted thereunder5) ("Unenforceability Event"), the Lender shall give notice thereof to the Borrower, and the Borrower shall on the date of receipt of such notice prepay in full the then outstanding and unpaid principal amount of the Loan plus any other amounts owing to the Lender under the Loan DocumentsBanking Days before a prepayment. (e) The Borrower may voluntarily prepay the outstanding Loans in whole at any time without prior Any notice within thirty (30) days after the occurrence of (i) the Administrative Agent, the Collateral Agent, the Lender or the Custodian failing to maintain its registration in good standing with the New York Department of Financial Services, (ii) the Administrative Agent, the Collateral Agent, the Lender or the Custodian ceasing, or announcing its intention to cease, conducting business in the State of New York or (iii) an Insolvency Event occurs with respect to the Administrative Agent, the Collateral Agent, the Lender or the Custodianprepayment given under this Clause 10.2 is irrevocable. (f) If at any time (whether or not it is a Business Day or within normal business hours) the Actual LTV Ratio is equal to or in excess of the Liquidation LTV, the Administrative Agent may deliver a LTV Breach Notice to the Borrower (which may be by e-mail), with a copy to each party hereto, and, if the Borrower does not deposit sufficient additional Collateral in the Collateral Account within 24 hours after the receipt of such LTV Breach Notice to cause the Actual LTV Ratio, after taking into account such additional Collateral, to be less than or equal to the Initial LTV, the outstanding Loan shall become immediately due and payable in full (whether or not it is a Business Day or within normal business hours) and the Borrower shall immediately prepay the outstanding Loan together with any other amounts owed to the Lender under the Loan Documents. (g) On the first Drawdown Date, the Borrower shall pay to the Lender by way of upfront fee, an amount equal to 0.8% of the Commitment (being US$400,000). Such amount may be netted against and deducted from Loan A and the Lender shall only be obliged to advance the resulting net amount of US$14,600,000 in respect of Loan A. (h) If the Loan is to be repaid or prepaid by the Borrower at any time prior to the Final Maturity Date, any such repayment or prepayment shall be accompanied by payment of accrued interest to the date of such repayment or prepayment on the principal 10.3 Any amount repaid or prepaid together with, if applicable in accordance with this clause may be re-borrowed pursuant to Section 2.03(i) below, the Early Termination Fee. The parties agree that any Early Termination Fee payable hereunder is intended to compensate the Lender for lost anticipated profits as a result terms of such early repayment or prepayment and shall not be considered as a penaltythis Facility Letter. (i) If the Loan is repaid or prepaid by the Borrower at any time prior to the Final Maturity Date other than pursuant to Section 2.03(e), Section 2.03(f) and Section 2.12(d) (including without limitation pursuant to Section 2.03(b), Section 2.03(c), Section 2.03(d) or Section 2.07), the prepayment shall be accompanied by an amount equal to the Early Termination Fee, save where the Borrower gives notice to prepay the Loan in full within 24 hours after the commencement of a Deleveraging Trigger Period in which case no Early Termination Fee shall be payable. (j) If the Loan is prepaid pursuant to Section 2.03(f), no Early Termination Fee shall be payable.

Repayment and Prepayment. (a) Unless a prepayment in full under this Section 2.03 or Section 2.07, has occurred, the Borrower shall repay to the Lender the entire outstanding amount of the Loan on the Final Maturity Date. (b) At any time and from time to time the Borrower may voluntarily prepay any outstanding Loan in whole or in part, but if in part, subject to a minimum prepayment amount of $5,000,000, by sending a notice to the Administrative Agent at least two (2) Business Days prior to the day of such prepayment (an "“Early Repayment"”), which notice shall state the proposed date and aggregate principal amount of such prepayment. (c) If a Borrower Change of Control or Guarantor Parent Change of Control has occurred and is continuing, the Lender shall give notice thereof to the Borrower, and the Borrower shall within one (1) Business Day prepay in full the then outstanding and unpaid principal amount of the Loan plus any other amounts owing to the Lender under the Loan Documents. (d) If the Liens in on the Collateral created under the Collateral Documents cease to be enforceable first priority Liens in favor of the Lender (except to the extent expressly permitted thereunder) ("“Unenforceability Event"”), the Lender shall give notice thereof to the Borrower, and the Borrower shall on the date of receipt of such notice prepay in full the then outstanding and unpaid principal amount of the Loan plus any other amounts owing to the Lender under the Loan Documents. (e) The Borrower may voluntarily prepay the outstanding Loans in whole at any time without prior notice within thirty (30) days after the occurrence of (i) the Administrative Agent, the Collateral Agent, the Lender or the Custodian failing to maintain its registration in good standing with the New York Department of Financial Services, (ii) the Administrative Agent, the Collateral Agent, the Lender or the Custodian ceasing, or announcing its intention to cease, conducting business in the State of New York or (iii) an Insolvency Event occurs with respect to the Administrative Agent, the Collateral Agent, the Lender or the Custodian. (f) If at any time (whether or not it is a Business Day or within normal business hours) the Actual LTV Ratio is equal to or in excess of the Liquidation LTV, the Administrative Agent may deliver a an LTV Breach Notice to the Borrower (which may be by e-mail), with a copy to each party hereto, and, if the Borrower does not deposit sufficient additional Collateral in the Collateral Account within 24 hours after the receipt of such LTV Breach Notice to cause the Actual LTV Ratio, after taking into account such additional Collateral, to be less than or equal to the Initial LTV, the outstanding Loan shall become immediately due and payable in full (whether or not it is a Business Day or within normal business hours) hereto and the Borrower shall immediately within 24 hours of receipt of such notice prepay in full the then outstanding and unpaid principal amount of the Loan together with plus any other amounts owed owing to the Lender under the Loan Documents. (g) On the first Drawdown Date, the Borrower shall pay to the Lender by way of upfront fee, an amount equal to 0.8% of the Commitment (being US$400,000). Such amount may be netted against and deducted from Loan A and the Lender shall only be obliged to advance the resulting net amount of US$14,600,000 in respect of Loan A. (h) If the Loan is to be repaid or prepaid by the Borrower at any time prior to the Final Maturity Date, any such repayment or prepayment shall be accompanied by payment of accrued interest to the date of such repayment or prepayment on the principal amount repaid or prepaid together with, if applicable pursuant to Section 2.03(i) below, the Early Termination Fee. The parties agree that any Early Termination Fee payable hereunder is intended to compensate the Lender for lost anticipated profits as a result of such early repayment or prepayment and shall not be considered as a penalty. (i) If the Loan is repaid or prepaid by the Borrower at any time prior to the Final Maturity Date other than pursuant to Section 2.03(e), Section 2.03(f) and Section 2.12(d) (including without limitation pursuant to Section 2.03(b), Section 2.03(c), Section 2.03(d) or Section 2.07), the prepayment shall be accompanied by an amount equal to the Early Termination Fee, save where provided that no Early Termination Fee shall be payable (x) if the Borrower gives notice to prepay the Loan in full within 24 hours after the commencement of a Deleveraging Trigger Period in which case no Early Termination Fee shall be payablePeriod, or (y) if the Ontario Securities Commission requires termination of the Loan. (j) If the Loan is prepaid pursuant to Section 2.03(f), no Early Termination Fee shall be payable.

Repayment and Prepayment. (a) Unless a prepayment in full under this Section 2.03 or Section 2.07, has occurred, the Borrower shall repay to the Lender the entire any outstanding amount principal indebtedness of the Loan in full on the Final Maturity Date of the Loan, together with interest thereon to (but excluding) the date of repayment. Other than as set forth in Sections 2.3.2, 7.1.2(c) and 7.1.3(d) below, Borrower shall have no right to prepay all or any portion of the Loan prior to the Optional Prepayment Date. . On the Optional Prepayment Date or on any scheduled payment date thereafter, Borrower may, at its option and upon at least thirty (b30) At any time and days, but not more than ninety (90) days prior written notice from time Borrower to time Administrative Agent (which notice shall be irrevocable except as hereinafter provided in this Section 2.3.1), who shall promptly notify the Borrower may voluntarily Lenders thereof, prepay any outstanding Loan in whole or in partpart the Debt without payment of the Yield Maintenance Premium or any other premium or penalty, but if in partprovided however, subject to a minimum prepayment amount of $5,000,000, by sending a notice to the Administrative Agent at least two (2) Business Days prior to the day of date which is twenty (20) days before the date for prepayment specified by Borrower in such prepayment (an "Early Repayment")notice, which Borrower shall be permitted to revoke such notice and if so revoked such notice shall state not accelerate the proposed date and aggregate principal amount of such prepayment. (c) Maturity Date. If a Borrower Change of Control or Guarantor Change of Control has occurred and is continuing, the Lender shall give notice thereof prior to the Borrower, Optional Prepayment Date and the Borrower shall within one (1) Business Day prepay in full the then outstanding and unpaid principal amount of the Loan plus any other amounts owing to the Lender under the Loan Documents. (d) If the Liens in the Collateral created under the Collateral Documents cease to be enforceable first priority Liens in favor of the Lender (except to the extent expressly permitted thereunder) ("Unenforceability Event"), the Lender shall give notice thereof to the Borrower, and the Borrower shall on the date of receipt of such notice prepay in full the then outstanding and unpaid principal amount of the Loan plus any other amounts owing to the Lender under the Loan Documents. (e) The Borrower may voluntarily prepay the outstanding Loans in whole at any time without prior notice within thirty (30) days after following the occurrence of (i) any Event of Default, Borrower shall tender payment of an amount sufficient to satisfy the Administrative AgentDebt, such tender by Borrower shall be deemed to be voluntary and Borrower shall pay, in addition to the Debt, the Collateral Agent, the Lender or the Custodian failing to maintain its registration in good standing with the New York Department of Financial Services, (ii) the Administrative Agent, the Collateral Agent, the Lender or the Custodian ceasing, or announcing its intention to cease, conducting business in the State of New York or (iii) an Insolvency Event occurs with respect to the Administrative Agent, the Collateral Agent, the Lender or the Custodian. (f) If at any time (whether or not it is a Business Day or within normal business hours) the Actual LTV Ratio is equal to or in excess of the Liquidation LTV, the Administrative Agent may deliver a LTV Breach Notice to the Borrower (which may be by e-mail), with a copy to each party hereto, andYield Maintenance Premium, if the Borrower does not deposit sufficient additional Collateral in the Collateral Account within 24 hours any, that would be required under a Defeasance Event. Each voluntary prepayment after the receipt of such LTV Breach Notice to cause the Actual LTV Ratio, after taking into account such additional Collateral, to be less than or equal to the Initial LTV, the outstanding Loan shall become immediately due and payable in full (whether or not it is a Business Day or within normal business hours) and the Borrower shall immediately prepay the outstanding Loan together with any other amounts owed to the Lender under the Loan Documents. (g) On the first Drawdown Date, the Borrower shall pay to the Lender by way of upfront fee, an amount equal to 0.8% of the Commitment (being US$400,000). Such amount may be netted against and deducted from Loan A and the Lender shall only be obliged to advance the resulting net amount of US$14,600,000 in respect of Loan A. (h) If the Loan is to be repaid or prepaid by the Borrower at any time prior to the Final Maturity Date, any such repayment or prepayment Optional Prepayment Date shall be accompanied by made on a scheduled payment of date and include all accrued and unpaid interest up to the but not including such scheduled payment date of such repayment or prepayment on the principal amount repaid or prepaid together withor, if applicable pursuant to Section 2.03(i) below, the Early Termination Fee. The parties agree that any Early Termination Fee payable hereunder is intended to compensate the Lender for lost anticipated profits as a result of such early repayment or prepayment and shall not be considered as a penalty. (i) If the Loan is repaid or prepaid by the Borrower at any time prior to the Final Maturity Date other than pursuant to Section 2.03(e), Section 2.03(f) and Section 2.12(d) (including without limitation pursuant to Section 2.03(b), Section 2.03(c), Section 2.03(d) or Section 2.07), the prepayment shall be accompanied by an amount equal to the Early Termination Fee, save where the Borrower gives notice to prepay the Loan in full within 24 hours after the commencement of a Deleveraging Trigger Period in which case no Early Termination Fee shall be payable. (j) If the Loan is prepaid pursuant to Section 2.03(f), no Early Termination Fee shall be payable.paid on a

Repayment and Prepayment. 4.1 Reduction of Commitment, Repayment of Borrowings, Term Loan Conversion Option (a) Unless a prepayment in full under this Subject to Section 2.03 or Section 2.074.1(b), has occurredon the Revolving Termination Date of each Lender, the Borrower shall repay all Borrowings and all other amounts owing hereunder to such Lender and the Commitment of such Lender the entire outstanding amount shall be reduced to zero. The Borrower shall ensure that all Libor Loans forming a part of the Loan Borrowings of such Lender mature on or before the Final Revolving Termination Date or, if applicable, the Maturity Date. (b) At any time and from time to time the Borrower may voluntarily prepay any outstanding The Loan in whole or in partParties may, but if in part, subject to a minimum prepayment amount of $5,000,000, by sending a upon notice given to the Administrative Agent at least two not later than 11:00 a.m. fifteen (215) Business Days days prior to the day Revolving Termination Date, and payment to the Agent for the ratable benefit of such prepayment (an "Early Repayment"), which notice shall state the proposed date and Lenders a fee equal to 0.75% of the aggregate principal amount of such prepayment. (c) If the Borrowings outstanding on the Revolving Termination Date, payable on the Revolving Termination Date, convert all or a Borrower Change part of Control or Guarantor Change of Control has occurred and is continuing, the Lender shall give notice thereof to the Borrower, and the Borrower shall within one (1) Business Day prepay in full the then outstanding and unpaid principal amount of the Loans outstanding as of the Revolving Termination Date into Term Loans. If this Term Loan plus any other amounts owing Conversion Option is exercised, then, on the Revolving Termination Date, immediately prior to the Lender under time when the Loan Documents. (d) If the Liens in the Collateral created under the Collateral Documents cease to be enforceable first priority Liens in favor of the Lender (except to the extent expressly permitted thereunder) ("Unenforceability Event"), the Lender shall give notice thereof to the Borrower, and the Borrower shall on the date of receipt of such notice prepay in full the then outstanding and unpaid principal amount of such Loans would otherwise be due, such Loans shall automatically convert into Term Loans which the Loan plus any other amounts owing Borrower shall repay to the Lender under Agent for the Loan Documents. (e) ratable accounts of the Lenders on the Maturity Date, and the Loans that are not converted into Term Loans shall be due and payable on the Revolving Termination Date. The Borrower may voluntarily prepay the outstanding amounts so converted shall be treated for all purposes of this Agreement as Loans in whole at any time without prior notice within thirty (30) days except that after the occurrence of Revolving Termination Date: (i) the Administrative Agent, the Collateral Agent, the Lender or the Custodian failing to maintain its registration in good standing with the New York Department of Financial Services, Borrower may not make any additional Borrowings; (ii) the Administrative Agent, the Collateral Agent, the Lender any amounts paid or the Custodian ceasing, or announcing its intention to cease, conducting business in the State of New York or prepaid may not be reborrowed; (iii) an Insolvency Event occurs with respect to the Administrative Agent, the Collateral Agent, the Lender or the Custodian. (f) If at any time (whether or not it is a Business Day or within normal business hours) the Actual LTV Ratio is equal to or in excess of the Liquidation LTV, the Administrative Agent may deliver a LTV Breach Notice to the Borrower (which may be by e-mail), with a copy to each party hereto, and, if the Borrower does not deposit sufficient additional Collateral in the Collateral Account within 24 hours after the receipt of such LTV Breach Notice to cause the Actual LTV Ratio, after taking into account such additional Collateral, to be less than or equal to the Initial LTV, the outstanding Loan shall become immediately due and payable in full (whether or not it is a Business Day or within normal business hours) and the Borrower shall immediately prepay the outstanding Loan together with any other amounts owed to the Lender under the Loan Documents. (g) On the first Drawdown Date, the Borrower shall pay to the Lender by way of upfront fee, an amount equal to 0.8% of the Commitment (being US$400,000). Such amount may be netted against and deducted from Loan A and the Lender shall only be obliged to advance the resulting net amount of US$14,600,000 in respect of Loan A. (h) If the Loan is to be repaid or prepaid by the Borrower at any time prior to the Final Maturity Date, any such repayment or prepayment each Lender’s Commitment shall be accompanied by payment of accrued interest equal at all times to the date of such repayment or prepayment on the principal amount repaid or prepaid together with, if applicable pursuant of the Term Loans payable to Section 2.03(i) below, the Early Termination Fee. The parties agree that any Early Termination Fee payable hereunder is intended such Lender from time to compensate the Lender for lost anticipated profits as a result of such early repayment or prepayment and shall not be considered as a penalty.time; (iiv) If the Loan is repaid provisions of Section 3.11 shall no longer be effective; and (v) no Commitment Fees shall accrue or prepaid by the Borrower at any time prior to the Final Maturity Date other than pursuant to be payable under Section 2.03(e), Section 2.03(f) and Section 2.12(d) (including without limitation pursuant to Section 2.03(b), Section 2.03(c), Section 2.03(d) or Section 2.07), the prepayment shall be accompanied by an amount equal to the Early Termination Fee, save where the Borrower gives notice to prepay the Loan in full within 24 hours 5.5 after the commencement of a Deleveraging Trigger Period in which case no Early Revolving Termination Fee shall be payableDate. (j) If the Loan is prepaid pursuant to Section 2.03(f), no Early Termination Fee shall be payable.

Repayment and Prepayment. (a) Unless a prepayment in full under this Section 2.03 or Section 2.07, has occurred, the 5.1 The Borrower shall repay the Loan in respect of Tranche No. 1, in six (6) equal semi-annual consecutive instalments, commencing six (6) months after the Mean Delivery Date for Tranche No. 1, however, not later than April 27, 2003. In respect of Tranche No. 2, in six (6) equal semi-annual consecutive instalments, commencing six (6) months after the Mean Delivery Date for Tranche No. 2, however, not later than December 15, 2003. In respect of Tranche No. 3, in six (6) equal semi-annual consecutive instalments, commencing six (6) months after the Mean Delivery Date for Tranche No. 3, however, not later than February 28, 2004. 5.2 The Borrower may, by giving not less than five (5) Business Days’ prior written notice to the Lender Agent, prepay the entire outstanding amount of the Loan on the Final Maturity Date. (b) At any time and from time to time the Borrower may voluntarily prepay any outstanding Loan in whole or in part, but if in part, subject to a minimum prepayment an amount of $5,000,000not less than USD 1,000,000. Any such partial prepayment shall be applied against scheduled repayments of the Loan in the inverse order of maturity. For the avoidance of doubt, by sending a notice no amount prepaid hereunder may be reborrowed. The Borrower shall, upon presentment of documentation of such amounts, reimburse the Lender for all costs and expenses in relation to such prepayment, including, but not limited to, costs for broken funds, and any costs relating to the Administrative Agent at least two (2EKN Guarantee(s) Business Days prior to for the day of such prepayment (an "Early Repayment"), amount prepaid which notice shall state have not previously been reimbursed by the proposed date and aggregate principal amount of Borrower together with all sums payable under clause 12.3 in connection with such prepayment. 5.3 Following a Default (cother than a Default under clause 11.1(a)) If which is subject to a Borrower Change of Control or Guarantor Change of Control has occurred and is continuing, the Lender shall give notice thereof to the Borrower, and the Borrower shall within one (1) Business Day prepay in full the then outstanding and unpaid principal amount of the Loan plus any other amounts owing to the Lender under the Loan Documents. (d) If the Liens in the Collateral created under the Collateral Documents cease to be enforceable first priority Liens in favor of the Lender (except to the extent expressly permitted thereunder) ("Unenforceability Event"), the Lender shall give notice thereof to the Borrower, and the Borrower shall on the date of receipt of such notice prepay in full the then outstanding and unpaid principal amount of the Loan plus any other amounts owing to the Lender under the Loan Documents. (e) The Borrower may voluntarily prepay the outstanding Loans in whole at any time without prior notice within thirty (30) days after the occurrence of (i) the Administrative Agent, the Collateral Agent, the Lender or the Custodian failing to maintain its registration in good standing with the New York Department of Financial Services, (ii) the Administrative Agent, the Collateral Agent, the Lender or the Custodian ceasing, or announcing its intention to cease, conducting business in the State of New York or (iii) an Insolvency Event occurs with respect to the Administrative Agent, the Collateral Agent, the Lender or the Custodian. (f) If at any time (whether or not it is a Business Day or within normal business hours) the Actual LTV Ratio is equal to or in excess of the Liquidation LTV, the Administrative Agent may deliver a LTV Breach Notice to the Borrower (which may be by e-mail), with a copy to each party hereto, and, if the Borrower does not deposit sufficient additional Collateral in the Collateral Account within 24 hours after the receipt of such LTV Breach Notice to cause the Actual LTV Ratio, after taking into account such additional Collateral, to be less than or equal to the Initial LTV, the outstanding Loan shall become immediately due and payable in full (whether or not it is a Business Day or within normal business hours) and the Borrower shall immediately prepay the outstanding Loan together with any other amounts owed to the Lender under the Loan Documents. (g) On the first Drawdown Dategrace period, the Borrower shall pay to the Lender by way of upfront fee, an amount equal to 0.8% of the Commitment (being US$400,000). Such amount may be netted against and deducted from Loan A and the Lender shall only be obliged to advance the resulting net amount of US$14,600,000 in respect of Loan A. (h) If the Loan is to be repaid or prepaid by the Borrower at any time prior to the Final Maturity Date, any such repayment or prepayment shall be accompanied by payment of accrued interest to the date of such repayment or prepayment on the principal amount repaid or prepaid together with, if applicable pursuant to Section 2.03(i) below, the Early Termination Fee. The parties agree that any Early Termination Fee payable hereunder is intended to compensate the Lender for lost anticipated profits as a result of such early repayment or prepayment and shall not be considered as a penalty. (i) If the Loan is repaid or prepaid by the Borrower at any time prior to the Final Maturity Date other than pursuant to Section 2.03(e), Section 2.03(f) and Section 2.12(d) (including without limitation pursuant to Section 2.03(b), Section 2.03(c), Section 2.03(d) or Section 2.07), the prepayment shall be accompanied by an amount equal to the Early Termination Fee, save where the Borrower gives notice to prepay the Loan in full (together with all other amounts outstanding under this Credit Agreement) within 24 hours after any originally applicable grace period forthwith upon notice to the commencement Agent, notwithstanding the provisions in clause 5.2 of a Deleveraging Trigger Period this Credit Agreement. The Borrower shall, upon presentment of documentation of such amounts, reimburse the Lenders for all costs and expenses related to such prepayment, including, but not limited to, costs for broken funds, and any costs relating to the EKN Guarantees for the amount prepaid which have not previously been reimbursed by the Borrower together with all sums payable under clause 12.3 in which case no Early Termination Fee connection with such prepayment. 5.4 If the Borrower prepays all or any portion of the Loan in accordance with clause 5.2 and the Agent and the Lenders receive any refund of any fee paid in respect of the EKN Guarantees, such refund shall be payableapplied to the obligations of the Borrower under this Credit Agreement in the order specified in clause 6.5 and, to the extent that any amount remains after payment in full of such obligations, paid to the account of the Borrower. The Agent and the Lenders shall cooperate in good faith with the Borrower to request any refund to which they or the Borrower may be entitled forthwith upon the prepayment of all or any portion of the Loan. (j) If the Loan is prepaid pursuant to Section 2.03(f), no Early Termination Fee shall be payable.

Repayment and Prepayment. 15.1 Each Borrower shall repay each Advance made to it in full on the Repayment Date relating thereto. 15.2 If: (a) Unless a prepayment in full under this Section 2.03 or Section 2.07, has occurred, PLC gives notice of cancellation pursuant to Clause 16.3 it may at the Borrower shall repay same time give notice to the Lender the entire outstanding amount Facility Agent of the Loan on intention of the Final Maturity Date.Borrowers to prepay all outstanding Advances made by such Bank together with accrued interest thereon and/or to comply prematurely with their obligations under Clause 12 in respect of all outstanding Bills accepted by such Bank in either case upon such date as may be specified in such notice; or (b) At PLC so elects it may at any time and from time to time the Borrower may voluntarily prepay any outstanding Loan in whole or in part, but if in part, subject to a minimum prepayment amount of $5,000,000, by sending a give not less than 10 business days' notice to the Administrative Facility Agent at least two of the intention of the Borrowers to prepay all outstanding Advances made by the Banks or any part of outstanding Advances made by the Banks together with accrued interest thereon and/or to comply prematurely with their obligations under Clause 12 in respect of all outstanding Bills accepted by the Banks or any part of outstanding Bills accepted by the Banks in each case upon such date as may be specified in such notice Provided that (2i) Business Days prior to any prepayment of part shall be an amount such that the day Sterling Amount of such Advances and/or Bills shall be reduced by a minimum amount of Pounds 10,000,000 and an integral multiple of Pounds 1,000,000 and (ii) any prepayment (an "Early Repayment"), which shall reduce the Outstandings of the Banks rateably. Any such notice shall state be irrevocable and shall oblige each Borrower to make the proposed date and aggregate principal amount of such prepayment. (c) If a Borrower Change of Control repayments or Guarantor Change of Control has occurred and is continuing, the Lender shall give notice thereof to the Borrower, and the Borrower shall within one (1) Business Day prepay payments in full the then outstanding and unpaid principal amount of the Loan plus any other amounts owing to the Lender under the Loan Documents. (d) If the Liens in the Collateral created under the Collateral Documents cease to be enforceable first priority Liens in favor of the Lender (except to the extent expressly permitted thereunder) ("Unenforceability Event"), the Lender shall give notice thereof to the Borrower, and the Borrower shall question on the date specified therein together with all other sums due from it under any of receipt the Finance Documents in respect of the Advances or Bills in question. If a Bank receives an amount pursuant to this Clause 15.2 or Clause 20.1 in relation to a Xxxx then, on the Maturity Date of such notice prepay in full the then outstanding and unpaid principal amount of the Loan plus any other amounts owing to the Lender under the Loan Documents. (e) The Borrower may voluntarily prepay the outstanding Loans in whole at any time without prior notice within thirty (30) days after the occurrence of (i) the Administrative AgentXxxx, the Collateral Agent, the Lender or the Custodian failing to maintain its registration in good standing with the New York Department of Financial Services, (ii) the Administrative Agent, the Collateral Agent, the Lender or the Custodian ceasing, or announcing its intention to cease, conducting business in the State of New York or (iii) an Insolvency Event occurs with respect to the Administrative Agent, the Collateral Agent, the Lender or the Custodian. (f) If at any time (whether or not it is a Business Day or within normal business hours) the Actual LTV Ratio is equal to or in excess of the Liquidation LTV, the Administrative Agent may deliver a LTV Breach Notice such Bank shall account to the Borrower (which may be by e-mail), with a copy to each party hereto, and, if the Borrower does not deposit sufficient additional Collateral in the Collateral Account within 24 hours after the receipt of made such LTV Breach Notice to cause the Actual LTV Ratio, after taking into account such additional Collateral, to be less than or equal to the Initial LTV, the outstanding Loan shall become immediately due and payable in full (whether or not it is a Business Day or within normal business hours) and the Borrower shall immediately prepay the outstanding Loan together with any other amounts owed to the Lender under the Loan Documents. (g) On the first Drawdown Date, the Borrower shall pay to the Lender by way of upfront fee, payment for an amount equal to 0.8% of interest thereon for the Commitment (being US$400,000). Such amount may be netted against period from and deducted from Loan A and the Lender shall only be obliged to advance the resulting net amount of US$14,600,000 in respect of Loan A. (h) If the Loan is to be repaid or prepaid by the Borrower at any time prior to the Final Maturity Date, any such repayment or prepayment shall be accompanied by payment of accrued interest to including the date of such repayment or prepayment on payment to but excluding such maturity date at the principal rate (as determined by such Bank) at which it pays interest to its corporate customers for time deposits of comparable term and amount repaid or prepaid together with, if applicable pursuant to Section 2.03(i) below, in the Early Termination Fee. The parties agree that any Early Termination Fee payable hereunder is intended to compensate the Lender for lost anticipated profits as a result of such early repayment or prepayment and shall not be considered as a penaltyrelevant currency. (i) If the Loan is repaid or prepaid by the Borrower at any time prior to the Final Maturity Date other than pursuant to Section 2.03(e), Section 2.03(f) and Section 2.12(d) (including without limitation pursuant to Section 2.03(b), Section 2.03(c), Section 2.03(d) or Section 2.07), the prepayment shall be accompanied by an amount equal to the Early Termination Fee, save where the Borrower gives notice to prepay the Loan in full within 24 hours after the commencement of a Deleveraging Trigger Period in which case no Early Termination Fee shall be payable. (j) If the Loan is prepaid pursuant to Section 2.03(f), no Early Termination Fee shall be payable.

Repayment and Prepayment. 7.1 The Borrower shall repay the Loan by 14 consecutive semiannual instalments, the first 13 of Three hundred and fifty thousand Pounds (aPound Sterling 350,000) Unless a prepayment in full under this Section 2.03 or Section 2.07, has occurredeach and the final instalment of Three hundred and forty thousand Pounds (Pound Sterling 340,000). 7.2 The first instalment shall be repaid on the date falling 6 months after the Drawdown Date and the last instalment on the date falling 84 months after the Drawdown Date. 7.3 On the final Repayment Date, the Borrower shall repay additionally pay to the Lender all other sums then accrued or owing under any Finance Document. 7.4 Subject to the entire outstanding amount following conditions, the Borrower may prepay the whole or any part of the Loan on the Final Maturity Datelast day of an Interest Period. 7.5 Those conditions are: (a) that a partial prepayment shall be Pound Sterling 350,000 or a multiple thereof; (b) At any time and that the Lender has received from time to time the Borrower may voluntarily prepay any outstanding Loan in whole or in part, but if in part, subject to a minimum prepayment amount of $5,000,000, by sending a notice to the Administrative Agent at least two (2) Business Days 20 days prior written notice specifying the amount to be prepaid and the day of such date on which the prepayment (an "Early Repayment"), which notice shall state the proposed date and aggregate principal amount of such prepayment.is to be made; (c) If a that the Borrower Change of Control or Guarantor Change of Control has occurred and is continuing, provided evidence satisfactory to the Lender shall give notice thereof to that any official consent required by the BorrowerBorrower or any Security Party in connection with the prepayment has been obtained and remains in force, and that any official requirement relevant to this Agreement which affects the Borrower or any Security Party has been complied with. 18 7.6 A prepayment notice may not be withdrawn or amended without the consent of the Lender. 7.7 If the Collateral Ship is sold or becomes a Total Loss, the Borrower shall within one (1) Business Day prepay in full the then outstanding and unpaid principal amount a portion of the Loan plus any other amounts owing equal to the Lender under then prevailing Assigned Value of the Loan DocumentsCollateral Ship. Such prepayment shall be made simultaneously with the sale of the Collateral Ship (and as a condition of the release of the Collateral Mortgage) or within 120 days after the Total Loss Date. (d) 7.8 If the Liens in the Collateral created under the Collateral Documents cease to be enforceable first priority Liens in favor of the Lender (except to the extent expressly permitted thereunder) ("Unenforceability Event")Ship is sold or becomes a Total Loss, the Lender shall give notice thereof to the Borrower, and the Borrower shall on prepay the date of receipt of such notice prepay in full the then outstanding and unpaid principal amount whole of the Loan plus any other amounts owing to Loan. Such prepayment shall be made simultaneously with the Lender under sale of the Loan Documents. Ship (eand as a condition of the release of the Mortgage) The Borrower may voluntarily prepay the outstanding Loans in whole at any time without prior notice or within thirty (30) 120 days after the occurrence of (i) the Administrative Agent, the Collateral Agent, the Lender or the Custodian failing to maintain its registration in good standing with the New York Department of Financial Services, (ii) the Administrative Agent, the Collateral Agent, the Lender or the Custodian ceasing, or announcing its intention to cease, conducting business in the State of New York or (iii) an Insolvency Event occurs with respect to the Administrative Agent, the Collateral Agent, the Lender or the CustodianTotal Loss Date. 7.9 A prepayment shall be made together with accrued interest (fand any other amount payable under Clause 18 below or otherwise) If at any time (whether or not it is a Business Day or within normal business hours) the Actual LTV Ratio is equal to or in excess respect of the Liquidation LTV, the Administrative Agent may deliver a LTV Breach Notice to the Borrower (which may be by e-mail), with a copy to each party hereto, amount prepaid and, if the Borrower does prepayment is not deposit sufficient additional Collateral in made on the Collateral Account within 24 hours after the receipt last day of such LTV Breach Notice to cause the Actual LTV Ratio, after taking into account such additional Collateral, to be less than or equal to the Initial LTV, the outstanding Loan shall become immediately due and payable in full (whether or not it is a Business Day or within normal business hours) and the Borrower shall immediately prepay the outstanding Loan an Interest Period together with any other amounts owed to the Lender sums payable under the Loan DocumentsClause 18.1(b) but without premium or penalty. (g) On the first Drawdown Date, the Borrower shall pay to the Lender by way of upfront fee, an amount equal to 0.8% of the Commitment (being US$400,000). Such amount may be netted against and deducted from Loan A and the Lender shall only be obliged to advance the resulting net amount of US$14,600,000 in respect of Loan A. (h) If the Loan is to be repaid or prepaid by the Borrower at any time prior to the Final Maturity Date, any such repayment or 7.10 Each partial prepayment shall be accompanied by payment applied against the repayment instalments specified in Clause 7.1 in inverse order of accrued interest to the date of such repayment or prepayment on the principal amount repaid or prepaid together with, if applicable pursuant to Section 2.03(i) below, the Early Termination Fee. The parties agree that any Early Termination Fee payable hereunder is intended to compensate the Lender for lost anticipated profits as a result of such early repayment or prepayment and shall not be considered as a penaltymaturity. (i) If the Loan is repaid or 7.11 No amount prepaid by the Borrower at any time prior to the Final Maturity Date other than pursuant to Section 2.03(e), Section 2.03(f) and Section 2.12(d) (including without limitation pursuant to Section 2.03(b), Section 2.03(c), Section 2.03(d) or Section 2.07), the prepayment shall may be accompanied by an amount equal to the Early Termination Fee, save where the Borrower gives notice to prepay the Loan in full within 24 hours after the commencement of a Deleveraging Trigger Period in which case no Early Termination Fee shall be payablereborrowed. (j) If the Loan is prepaid pursuant to Section 2.03(f), no Early Termination Fee shall be payable.

Repayment and Prepayment. (a) Unless a prepayment The outstanding principal amount of this Note, together with all interest accrued but unpaid thereon, shall be due in full under this on December 20, 2015, or such earlier date as of which the maturity of the Note may have been accelerated pursuant to Section 2.03 ‎3 hereof or Section 2.07, has occurred, the Borrower shall repay to the Lender the entire outstanding amount ‎SECTION 8 of the Loan Agreement (the “Maturity Date”). (b) Interest shall be computed on the Final basis of a year having 365 days and actual days elapsed. All interest accrued but unpaid on this Note shall be due in full on the Maturity Date. (bc) At any time and from time to time the Borrower may voluntarily prepay any outstanding Loan in whole All amounts payable on or in partrespect of this Note shall be paid to the Lender in U.S. dollars, but if in part, subject to a minimum prepayment immediately available funds on the date that any principal or interest payment is due and payable hereunder. The Company shall make such payments of the unpaid principal amount of $5,000,000this Note, together with accrued and unpaid interest thereon, by sending a notice wire transfer of immediately available funds for the account of the Lender as the Lender may designate and notify in writing to the Administrative Agent Company at least two (2) three Business Days prior to the Maturity Date. If the Maturity Date falls on a day of such prepayment (an "Early Repayment"), which notice shall state the proposed date and aggregate principal amount of such prepayment. (c) If that is not a Borrower Change of Control or Guarantor Change of Control has occurred and is continuingBusiness Day, the Lender shall give notice thereof to required payment will be made on the Borrower, and the Borrower shall within one (1) next succeeding Business Day prepay and no interest on such payment will accrue in full the then outstanding and unpaid principal amount respect of the Loan plus any other amounts owing to the Lender under the Loan Documentsdelay. (d) If The Company may, by a prior written notice to the Liens in Lender, prepay the Collateral created under the Collateral Documents cease to be enforceable first priority Liens in favor whole or any part of the Lender (except to the extent expressly permitted thereunder) ("Unenforceability Event"), the Lender shall give notice thereof to the Borrower, and the Borrower shall on the date of receipt of such notice prepay in full the then outstanding and unpaid principal amount of the Loan plus any other amounts owing this Note and prior to the Lender Maturity Date, without premium or penalty. Any notice of prepayment given by the Company shall be irrevocable and shall specify the date upon which the relevant prepayment is to be made and the amount of that prepayment. Any prepayment under this Agreement shall be made together with accrued interest on the Loan Documentsamount prepaid. (e) The Borrower may voluntarily prepay the outstanding Loans in whole at any time without prior notice within thirty (30) days after the occurrence of (i) the Administrative Agent, the Collateral Agent, the Lender All payments or the Custodian failing to maintain its registration in good standing with the New York Department of Financial Services, (ii) the Administrative Agent, the Collateral Agent, the Lender or the Custodian ceasing, or announcing its intention to cease, conducting business in the State of New York or (iii) an Insolvency Event occurs with respect to the Administrative Agent, the Collateral Agent, the Lender or the Custodian. (f) If at any time (whether or not it is a Business Day or within normal business hours) the Actual LTV Ratio is equal to or in excess of the Liquidation LTV, the Administrative Agent may deliver a LTV Breach Notice to the Borrower (which may be by e-mail), with a copy to each party hereto, and, if the Borrower does not deposit sufficient additional Collateral in the Collateral Account within 24 hours after the receipt of such LTV Breach Notice to cause the Actual LTV Ratio, after taking into account such additional Collateral, to be less than or equal to the Initial LTV, the outstanding Loan shall become immediately due and payable in full (whether or not it is a Business Day or within normal business hours) and the Borrower shall immediately prepay the outstanding Loan together with any other amounts owed to the Lender prepayments received under the Loan Documents. (g) On the first Drawdown Date, the Borrower shall pay to the Lender by way of upfront fee, an amount equal to 0.8% of the Commitment (being US$400,000). Such amount may be netted against and deducted from Loan A and the Lender shall only be obliged to advance the resulting net amount of US$14,600,000 in respect of Loan A. (h) If the Loan is to be repaid or prepaid by the Borrower at any time prior to the Final Maturity Date, any such repayment or prepayment this Note shall be accompanied by payment of applied first to accrued interest to on the date of such repayment or prepayment on the principal amount repaid or prepaid together with, if applicable pursuant to Section 2.03(i) below, the Early Termination Fee. The parties agree that any Early Termination Fee payable hereunder is intended to compensate the Lender for lost anticipated profits as a result of such early repayment payment or prepayment and shall not be considered as a penalty. (i) If the Loan is repaid or prepaid by the Borrower at any time prior then to the Final Maturity Date other than pursuant to Section 2.03(e), Section 2.03(f) and Section 2.12(d) (including without limitation pursuant to Section 2.03(b), Section 2.03(c), Section 2.03(d) or Section 2.07), the prepayment shall be accompanied by an amount equal to the Early Termination Fee, save where the Borrower gives notice to prepay the Loan in full within 24 hours after the commencement outstanding principal balance of a Deleveraging Trigger Period in which case no Early Termination Fee shall be payablethis Note. (j) If the Loan is prepaid pursuant to Section 2.03(f), no Early Termination Fee shall be payable.

Repayment and Prepayment. (a) Unless a prepayment in full under this Section 2.03 or Section 2.07, has occurred, the 4.01 The Borrower shall repay to the Lender the entire outstanding amount of the Loan together with accrued interest thereon calculated in accordance with Clause 3 on the dates and in the amounts set out in Schedule 4 PROVIDED ALWAYS the Outstanding Indebtedness (if any) then remaining shall be repaid in full on the Final Maturity Date. (b) At any time and from time to time the 4.02 The Borrower may voluntarily prepay any outstanding the Loan in whole or in part, but if in part, subject to a minimum prepayment amount part (being Dollars One million ($1,000,000) or any larger sum which is an integral multiple of Dollars One million ($5,000,000, by sending a notice to 1,000,000)) on any date following the Administrative Agent at least two (2) Business Days prior to the day of such prepayment (an "Early Repayment"), which notice shall state the proposed date and aggregate principal amount of such prepayment. (c) If a Borrower Change of Control or Guarantor Change of Control has occurred and is continuing, the Lender shall give notice thereof to the Borrower, and the Borrower shall within one (1) Business Day prepay in full the then outstanding and unpaid principal amount of the Loan plus any other amounts owing to the Lender under the Loan Documents. (d) If the Liens in the Collateral created under the Collateral Documents cease to be enforceable first priority Liens in favor of the Lender (except to the extent expressly permitted thereunder) ("Unenforceability Event"), the Lender shall give notice thereof to the Borrower, and the Borrower shall on the date of receipt of such notice prepay in full the then outstanding and unpaid principal amount of the Loan plus any other amounts owing to the Lender under the Loan Documents. (e) The Borrower may voluntarily prepay the outstanding Loans in whole at any time without prior notice within thirty (30) days after the occurrence of (i) the Administrative Agent, the Collateral Agent, the Lender or the Custodian failing to maintain its registration in good standing with the New York Department of Financial Services, (ii) the Administrative Agent, the Collateral Agent, the Lender or the Custodian ceasing, or announcing its intention to cease, conducting business in the State of New York or (iii) an Insolvency Event occurs with respect to the Administrative Agent, the Collateral Agent, the Lender or the Custodian. (f) If at any time (whether or not it is a Business Day or within normal business hours) the Actual LTV Ratio is equal to or in excess of the Liquidation LTV, the Administrative Agent may deliver a LTV Breach Notice to the Borrower (which may be by e-mail), with a copy to each party hereto, and, if the Borrower does not deposit sufficient additional Collateral in the Collateral Account within 24 hours after the receipt of such LTV Breach Notice to cause the Actual LTV Ratio, after taking into account such additional Collateral, to be less than or equal to the Initial LTV, the outstanding Loan shall become immediately due and payable in full (whether or not it is a Business Day or within normal business hours) and the Borrower shall immediately prepay the outstanding Loan Delivery Date together with any other amounts owed to the Lender under the Loan Documents. (g) On the first Drawdown Date, the Borrower shall pay to the Lender by way of upfront fee, an amount equal to 0.8% of the Commitment (being US$400,000). Such amount may be netted against and deducted from Loan A and the Lender shall only be obliged to advance the resulting net amount of US$14,600,000 in respect of Loan A. (h) If the Loan is to be repaid or prepaid by the Borrower at any time prior to the Final Maturity Date, any such repayment or prepayment shall be accompanied by payment of accrued interest to the date of prepayment and any other sum then payable under this Agreement and/or the Security Documents (or any of them), provided that the Agent shall have received from the Borrower not less than thirty (30) days' notice of its intention to make such repayment prepayment, specifying the amount to be prepaid and the date of prepayment. 4.03 The Borrower shall prepay the Loan, together with accrued interest to the date of prepayment, and all other sums payable by the Borrower pursuant to this Agreement and/or the Security Documents (or any of them), including, without limitation, any amounts payable under Clause 11 within one hundred and twenty (120) days of the Vessel becoming a Total Loss and for the purpose of this Agreement: (a) an actual total loss of the Vessel shall be deemed to have occurred at the actual date and time the Vessel was lost but in the event of the date of the loss being unknown then the actual total loss shall be deemed to have occurred on the date on which the Vessel was last reported; and (b) a constructive total loss shall be deemed to have occurred at the date and time notice of abandonment of the Vessel is given to the insurers of the Vessel for the time being (provided a claim for total loss is admitted by such insurers) or, if such insurers do not admit such a claim, at the date and time at which a total loss is subsequently adjudged by a competent court of law to have occurred. 4.04 Every notice of prepayment shall be effective only on actual receipt by the Agent, shall, once given, be irrevocable and shall oblige the Borrower to make such prepayment on the principal date specified. No amount repaid or of the Loan prepaid together with, if applicable may be re-borrowed and any amount prepaid pursuant to Section 2.03(i) below, Clause 4.02 shall be applied in reducing the Early Termination Feerepayment instalments under Clause 4.01 in inverse order of their due dates for payment. The parties agree that any Early Termination Fee payable hereunder is intended to compensate the Lender for lost anticipated profits as a result of such early repayment or prepayment and shall Borrower may not be considered as a penalty. (i) If the Loan is repaid or prepaid by the Borrower at any time prior to the Final Maturity Date other than pursuant to Section 2.03(e), Section 2.03(f) and Section 2.12(d) (including without limitation pursuant to Section 2.03(b), Section 2.03(c), Section 2.03(d) or Section 2.07), the prepayment shall be accompanied by an amount equal to the Early Termination Fee, save where the Borrower gives notice to prepay the Loan or any part thereof save as expressly provided in full within 24 hours after the commencement of a Deleveraging Trigger Period in which case no Early Termination Fee shall be payablethis Agreement. (j) If the Loan is prepaid pursuant to Section 2.03(f), no Early Termination Fee shall be payable.