Common use of Repayment of Principal Clause in Contracts

Repayment of Principal. 2.1 As and when the Notes (or any part of them) are to be redeemed in accordance with paragraph 4 of this Part 1 of Schedule 2, the Company shall pay the Noteholders the principal amount of the Notes which are to be redeemed, subject to adjustment in accordance with paragraph 4.2 of this Part 2 of Schedule 2. 2.2 No prepayment of the principal amount of the Notes or any interest accrued thereon prior to the earlier of the Maturity Date or, in the event of a Change of Control, the date on which the consideration in respect of such Change of Control is remitted to the holders of Ordinary Shares, shall be permitted without the consent of a Noteholder Majority, and, if required, the consent of the Senior Lenders pursuant to the terms of the Subordination Deed. 2.3 At any time prior to the Tranche 1 Maturity Date, a Qualifying Noteholder may (but shall not be required to) notify the Company that it wishes to extend the Tranche 1 Maturity Date in respect of that Noteholder’s Tranche 1 Notes to a new date to be specified in such notice provided such date is a Business Day and not later than the date 10 years after the date of this Instrument (a “Tranche 1 Extension Notice”), and the Company shall accept such extension (the “Tranche 1 Extension Option”), whereupon the Tranche 1 Maturity Date shall be revised accordingly. A Qualifying Noteholder may only issue a Tranche 1 Extension Notice once and any such Tranche 1 Extension Option must be used in respect of all Tranche 1 Notes held by such Qualifying Noteholder. From the date of such Tranche 1 Extension Notice, other than amounts accrued prior to delivery of the Tranche 1 Extension Notice, no additional interest shall be payable on the Tranche 1 Notes held by the exercising Qualifying Noteholder (other than any interest which becomes payable at the Tranche 1 Default Rate). 2.4 On the date of the Tranche 1 Extension Notice the exercising Qualifying Noteholder shall deliver to the Company the Tranche 1 Note Certificate in respect of the Tranche 1 Notes which are the subject of such Tranche 1 Extension Notice, and the Company shall, within 5 Business Days’ of the exercise of the Tranche 1 Extension Option, issue to such Qualifying Noteholder a replacement Tranche 1 Note Certificate bearing the revised Tranche 1 Maturity Date. 2.5 A Qualifying Noteholder who holds both Tranche 1 Notes and Tranche 2 Notes may (but shall not be required) if they have already served an Extension Notice (or contemporaneously with the service of an Extension Notice), notify the Company that it wishes to extend the Tranche 2 Maturity Date in respect of that Noteholder’s Tranche 2 Notes to the same date that it has specified as the Tranche 1 Maturity Date pursuant to its Extension Notice for Tranche 1 Notes (such further notice being a “Tranche 2 Extension Notice”), and the Company shall accept such extension (the “Tranche 2 Extension Option”), whereupon the Tranche 2 Maturity Date shall be revised accordingly. A Qualifying Noteholder may only issue a Tranche 2 Extension Notice once and any such Tranche 2 Extension Option must be used in respect of all Tranche 2 Notes held by such Qualifying Noteholder. 2.6 On the date of the Tranche 2 Extension Notice the exercising Qualifying Noteholder shall deliver to the Company the Tranche 2 Note Certificate in respect of the Tranche 2 Notes which are the subject of such Tranche 2 Extension Notice, and the Company shall, within 5 Business Days’ of the exercise of the Tranche 2 Extension Option, issue to such Qualifying Noteholder a replacement Tranche 2 Note Certificate bearing the revised Tranche 2 Maturity Date. 2.7 Any Qualifying Noteholder who holds Tranche 3 Notes may (but shall not be required), notify the Company that it wishes to extend the Tranche 3 Maturity Date in respect of that Qualifying Noteholder’s Tranche 3 Notes to a new date to be specified in such notice provided such date is a Business Day and not later than the date 10 years after the date of this Instrument (such notice being a “Tranche 3 Extension Notice”). Upon receipt of a Tranche 3 Extension Notice, the Company may reject a Tranche 3 Extension Notice by providing written notice of such rejection to the Noteholder within 30 Business Days of receipt of such Tranche 3 Extension Notice (whereupon no extension of such Noteholder’s Tranche 3 Notes shall occur). If the Company does not reject a Tranche 3 Extension Notice within such foregoing period, the Tranche 3 Extension Notice shall be considered accepted (the “Tranche 3 Extension Option”), whereupon the Tranche 3 Maturity Date shall be revised accordingly. A Qualifying Noteholder may only issue a Tranche 3 Extension Notice once and any such Tranche 3 Extension Option must be used in respect of all Tranche 3 Notes held by such Qualifying Noteholder. 2.8 On the date of the Tranche 3 Extension Notice the exercising Qualifying Noteholder shall deliver to the Company the Tranche 3 Note Certificate in respect of the Tranche 3 Notes which are the subject of such Tranche 3 Extension Notice. If the Company rejects the Tranche 3 Extension Notice, the Company shall promptly return such Tranche 3 Note Certificate to the Noteholder. If the Tranche 3 Extension Option is accepted, the Company shall, within 5 Business Days’ of the exercise of the Tranche 3 Extension Option, issue to such Qualifying Noteholder a replacement Tranche 3 Note Certificate bearing the revised Tranche 3 Maturity Date.

Repayment of Principal. 2.1 As and when (a) Each Borrower shall repay on the Notes (or any part of them) are to be redeemed in accordance with paragraph 4 of this Part 1 of Schedule 2, the Company shall pay the Noteholders Termination Date the principal amount of the Notes which are Loans made to be redeemedit. (b) In the event that the Bank determines, subject to adjustment based on its computation made in accordance with paragraph 4.2 of this Part 2 of Schedule 2. 2.2 No prepayment Section 2.04(b) or at any other time that the Dollar Equivalent of the principal then-outstanding Loans, Letter of Credit Obligations and allocations exceeds the Commitment, the Bank shall give notice to the Parent of such fact and of the amount of such excess (provided that the Notes or any interest accrued thereon prior to Bank agrees that no such notice shall be given unless the earlier Dollar Equivalent of the Maturity Date orLoans, in Letter of Credit Obligations and allocations exceeds the event of a Change of Control, Commitment by 3% or more). Within 30 days after the date on which the consideration Parent receives such notice, the Borrower shall prepay Loans or collateralize the Letter of Credit Obligations or allocations with cash (as set forth below), in respect the aggregate amount of such Change excess. Any such prepayment of Control is remitted to the holders of Ordinary Shares, LIBOR Rate Loans shall be permitted without made together with interest on the consent of a Noteholder Majority, and, if required, the consent of the Senior Lenders principal amount thereof and any amount required to be paid in connection therewith pursuant to the terms of the Subordination Deed. 2.3 At any time prior Section 4.04. Any prepayments pursuant to the Tranche 1 Maturity Date, a Qualifying Noteholder may (but shall not be required tothis Section 2.06(b) notify the Company that it wishes to extend the Tranche 1 Maturity Date in respect of that Noteholder’s Tranche 1 Notes to a new date to be specified in such notice provided such date is a Business Day and not later than the date 10 years after the date of this Instrument (a “Tranche 1 Extension Notice”), and the Company shall accept such extension (the “Tranche 1 Extension Option”), whereupon the Tranche 1 Maturity Date shall be revised accordingly. A Qualifying Noteholder may only issue a Tranche 1 Extension Notice once and applied, first, to any such Tranche 1 Extension Option must be used in respect of all Tranche 1 Notes held by such Qualifying Noteholder. From Base Rate Loans then outstanding, second, to LIBOR Rate Loans having Interest Periods ending on the date of such Tranche 1 Extension Noticeprepayment, other than and third, to the extent that the amounts accrued prior referred to delivery in clauses "first" and "second" are not sufficient to satisfy the entire prepayment requirement under this Section 2.06(b) or there are no such Loans outstanding on the date such prepayment would be required, then the remaining amount that would be required to be prepaid under this Section 2.06(b) shall be deposited in a cash collateral account maintained by the Bank, to be held as security for the Obligations hereunder pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Bank and the Borrowers, and to be applied to the prepayment of LIBOR Rate Loans at the end of the Tranche 1 Extension Notice, no additional interest shall be payable on the Tranche 1 Notes held by the exercising Qualifying Noteholder (other than any interest which becomes payable at the Tranche 1 Default Rate). 2.4 On the date of the Tranche 1 Extension Notice the exercising Qualifying Noteholder shall deliver respective Interest Periods therefor and to the Company the Tranche 1 Note Certificate in respect payment of the Tranche 1 Notes which are the subject of such Tranche 1 Extension Notice, and the Company shall, within 5 Business Days’ of the exercise of the Tranche 1 Extension Option, issue to such Qualifying Noteholder a replacement Tranche 1 Note Certificate bearing the revised Tranche 1 Maturity Date. 2.5 A Qualifying Noteholder who holds both Tranche 1 Notes and Tranche 2 Notes may (but shall not be required) if they have already served an Extension Notice (or contemporaneously with the service of an Extension Notice), notify the Company that it wishes to extend the Tranche 2 Maturity Date in respect of that Noteholder’s Tranche 2 Notes to Reimbursement Obligations as the same date that it has specified as the Tranche 1 Maturity Date pursuant to its Extension Notice for Tranche 1 Notes (such further notice being a “Tranche 2 Extension Notice”), and the Company shall accept such extension (the “Tranche 2 Extension Option”), whereupon the Tranche 2 Maturity Date shall be revised accordingly. A Qualifying Noteholder may only issue a Tranche 2 Extension Notice once and any such Tranche 2 Extension Option must be used in respect of all Tranche 2 Notes held by such Qualifying Noteholderbecome due. 2.6 On the date of the Tranche 2 Extension Notice the exercising Qualifying Noteholder shall deliver to the Company the Tranche 2 Note Certificate in respect of the Tranche 2 Notes which are the subject of such Tranche 2 Extension Notice, and the Company shall, within 5 Business Days’ of the exercise of the Tranche 2 Extension Option, issue to such Qualifying Noteholder a replacement Tranche 2 Note Certificate bearing the revised Tranche 2 Maturity Date. 2.7 Any Qualifying Noteholder who holds Tranche 3 Notes may (but shall not be required), notify the Company that it wishes to extend the Tranche 3 Maturity Date in respect of that Qualifying Noteholder’s Tranche 3 Notes to a new date to be specified in such notice provided such date is a Business Day and not later than the date 10 years after the date of this Instrument (such notice being a “Tranche 3 Extension Notice”). Upon receipt of a Tranche 3 Extension Notice, the Company may reject a Tranche 3 Extension Notice by providing written notice of such rejection to the Noteholder within 30 Business Days of receipt of such Tranche 3 Extension Notice (whereupon no extension of such Noteholder’s Tranche 3 Notes shall occur). If the Company does not reject a Tranche 3 Extension Notice within such foregoing period, the Tranche 3 Extension Notice shall be considered accepted (the “Tranche 3 Extension Option”), whereupon the Tranche 3 Maturity Date shall be revised accordingly. A Qualifying Noteholder may only issue a Tranche 3 Extension Notice once and any such Tranche 3 Extension Option must be used in respect of all Tranche 3 Notes held by such Qualifying Noteholder. 2.8 On the date of the Tranche 3 Extension Notice the exercising Qualifying Noteholder shall deliver to the Company the Tranche 3 Note Certificate in respect of the Tranche 3 Notes which are the subject of such Tranche 3 Extension Notice. If the Company rejects the Tranche 3 Extension Notice, the Company shall promptly return such Tranche 3 Note Certificate to the Noteholder. If the Tranche 3 Extension Option is accepted, the Company shall, within 5 Business Days’ of the exercise of the Tranche 3 Extension Option, issue to such Qualifying Noteholder a replacement Tranche 3 Note Certificate bearing the revised Tranche 3 Maturity Date.

Repayment of Principal. 2.1 As (a) The Borrower shall repay Term Loan A in equal principal installments of $83,333.34, commencing on November 1, 2012, and on the first day of each month thereafter, until the Term Loan A Maturity Date, when all remaining outstanding principal plus accrued interest thereon shall be due and payable in full. (b) The Borrower shall repay Term Loan B in equal principal installments of $222,222.22, commencing on November 1, 2012, and on the Notes first day of each month thereafter, until the Term Loan B Maturity Date, when all remaining outstanding principal plus accrued interest thereon shall be due and payable in full. (or i) The Borrower shall, with respect to any part of them) are to be redeemed in accordance with paragraph 4 of this Part Advance under Tranche 1 of Schedule 2Term Loan C, commencing on November 1, 2013 and on the Company shall pay first day of each month thereafter, repay to the Noteholders Agent for the account of each Term Loan C Lender according to its Term Loan C Percentage, an amount equal to 1/36th of the aggregate principal amount of the Notes Advances under Tranche 1 of Term Loan C outstanding on the last day of the Tranche 1 Funding Period (which are to installments shall be redeemed, subject to adjustment reduced as a result of the application of prepayments in accordance with paragraph 4.2 Section 4.7 of this Part Agreement). Notwithstanding the foregoing, the outstanding principal balance of the Advances under Tranche 1 of Term Loan C shall be paid in full on the Term Loan C Maturity Date. (ii) The Borrower shall, with respect to any Advance under Tranche 2 of Schedule 2. 2.2 No prepayment Term Loan C, commencing on May 1, 2014 and on the first day of each month thereafter, repay to the Agent for the account of each Term Loan C Lender according to its Term Loan C Percentage, an amount equal to 1/30th of the aggregate principal amount of the Notes or any interest accrued thereon prior to the earlier Advances under Tranche 2 of the Maturity Date or, in the event of a Change of Control, the date on which the consideration in respect of such Change of Control is remitted to the holders of Ordinary Shares, shall be permitted without the consent of a Noteholder Majority, and, if required, the consent of the Senior Lenders pursuant to the terms of the Subordination Deed. 2.3 At any time prior to the Tranche 1 Maturity Date, a Qualifying Noteholder may (but shall not be required to) notify the Company that it wishes to extend the Tranche 1 Maturity Date in respect of that Noteholder’s Tranche 1 Notes to a new date to be specified in such notice provided such date is a Business Day and not later than the date 10 years after the date of this Instrument (a “Tranche 1 Extension Notice”), and the Company shall accept such extension (the “Tranche 1 Extension Option”), whereupon the Tranche 1 Maturity Date shall be revised accordingly. A Qualifying Noteholder may only issue a Tranche 1 Extension Notice once and any such Tranche 1 Extension Option must be used in respect of all Tranche 1 Notes held by such Qualifying Noteholder. From the date of such Tranche 1 Extension Notice, other than amounts accrued prior to delivery of the Tranche 1 Extension Notice, no additional interest shall be payable Term Loan C outstanding on the Tranche 1 Notes held by the exercising Qualifying Noteholder (other than any interest which becomes payable at the Tranche 1 Default Rate). 2.4 On the date of the Tranche 1 Extension Notice the exercising Qualifying Noteholder shall deliver to the Company the Tranche 1 Note Certificate in respect of the Tranche 1 Notes which are the subject of such Tranche 1 Extension Notice, and the Company shall, within 5 Business Days’ of the exercise of the Tranche 1 Extension Option, issue to such Qualifying Noteholder a replacement Tranche 1 Note Certificate bearing the revised Tranche 1 Maturity Date. 2.5 A Qualifying Noteholder who holds both Tranche 1 Notes and Tranche 2 Notes may (but shall not be required) if they have already served an Extension Notice (or contemporaneously with the service of an Extension Notice), notify the Company that it wishes to extend the Tranche 2 Maturity Date in respect of that Noteholder’s Tranche 2 Notes to the same date that it has specified as the Tranche 1 Maturity Date pursuant to its Extension Notice for Tranche 1 Notes (such further notice being a “Tranche 2 Extension Notice”), and the Company shall accept such extension (the “Tranche 2 Extension Option”), whereupon the Tranche 2 Maturity Date shall be revised accordingly. A Qualifying Noteholder may only issue a Tranche 2 Extension Notice once and any such Tranche 2 Extension Option must be used in respect of all Tranche 2 Notes held by such Qualifying Noteholder. 2.6 On the date last day of the Tranche 2 Extension Notice Funding Period (which installments shall be reduced as a result of the exercising Qualifying Noteholder shall deliver to application of prepayments in accordance with Section 4.7 of this Agreement). Notwithstanding the Company foregoing, the outstanding principal balance of the Advances under Tranche 2 Note Certificate of Term Loan C shall be paid in respect of full on the Tranche 2 Notes which are the subject of such Tranche 2 Extension Notice, and the Company shall, within 5 Business Days’ of the exercise of the Tranche 2 Extension Option, issue to such Qualifying Noteholder a replacement Tranche 2 Note Certificate bearing the revised Tranche 2 Term Loan C Maturity Date. 2.7 Any Qualifying Noteholder who holds Tranche 3 Notes may (but shall not be required), notify the Company that it wishes to extend the Tranche 3 Maturity Date in respect of that Qualifying Noteholder’s Tranche 3 Notes to a new date to be specified in such notice provided such date is a Business Day and not later than the date 10 years after the date of this Instrument (such notice being a “Tranche 3 Extension Notice”). Upon receipt of a Tranche 3 Extension Notice, the Company may reject a Tranche 3 Extension Notice by providing written notice of such rejection to the Noteholder within 30 Business Days of receipt of such Tranche 3 Extension Notice (whereupon no extension of such Noteholder’s Tranche 3 Notes shall occur). If the Company does not reject a Tranche 3 Extension Notice within such foregoing period, the Tranche 3 Extension Notice shall be considered accepted (the “Tranche 3 Extension Option”), whereupon the Tranche 3 Maturity Date shall be revised accordingly. A Qualifying Noteholder may only issue a Tranche 3 Extension Notice once and any such Tranche 3 Extension Option must be used in respect of all Tranche 3 Notes held by such Qualifying Noteholder. 2.8 On the date of the Tranche 3 Extension Notice the exercising Qualifying Noteholder shall deliver to the Company the Tranche 3 Note Certificate in respect of the Tranche 3 Notes which are the subject of such Tranche 3 Extension Notice. If the Company rejects the Tranche 3 Extension Notice, the Company shall promptly return such Tranche 3 Note Certificate to the Noteholder. If the Tranche 3 Extension Option is accepted, the Company shall, within 5 Business Days’ of the exercise of the Tranche 3 Extension Option, issue to such Qualifying Noteholder a replacement Tranche 3 Note Certificate bearing the revised Tranche 3 Maturity Date.

Repayment of Principal. 2.1 As Principal of the Loan shall be due and when payable as follows: (a) Upon the Notes (sale of a Lot or any part of them) are to be redeemed in accordance with paragraph 4 of this Part 1 of Schedule 2Unit, the Company Borrower shall pay the Noteholders repay the principal amount of the Notes which are Loan in an amount equal to the greater of (i) one hundred percent (100%) of the Net Sales Proceeds arising from the sale of such Lot or Unit (after payment of the Additional Loan Fee related to such Lot or Unit, if applicable) or (ii) the sum of (A) the Applicable Acquisition and Development Principal Repayment Percentage of the total amount of the Loan outside of the ABF Program budgeted for the acquisition of such Lot plus the Development Work related to such Lot (including Acquisition and Development Soft Costs and Other Costs related to the acquisition of the Land and the Development Work), plus (B) one hundred percent (100%) of the Borrowing Base Value of such Lot or Unit. Each principal payment received by Lender shall be applied first to repay the Applicable Acquisition and Development Principal Repayment Percentage of the total amount of the Loan outside of the ABF Program budgeted for the acquisition of such Lot plus the Development Work related to such Lot (including Acquisition Soft Costs and Other Costs related to the acquisition of the Land and the Development Work), with the remainder of such principal payment being applied to the Borrowing Base Outstanding Amount. The principal payments described above shall continue to be redeemedmade until such time as the total amount of the Loan related to such Project outside of the ABF Program has been paid in full and the Borrowing Base Outstanding Amount has been paid in full. Thereafter, subject the principal payments described above shall continue to adjustment in accordance with paragraph 4.2 be made and shall be applied to the outstanding principal balance of this Part 2 the Loan related to other Projects outside of Schedule 2the ABF Program as specified by the Borrower and agreed to by the Lender. 2.2 No prepayment (b) If the amount of the Loan disbursed for the acquisition of the Land and the Development Work outside of the ABF Program for a Project has not been repaid on or before the Acquisition and Development Maturity Date for such Project, the Borrower shall on such date repay the entire principal amount of the Notes or Loan disbursed for the acquisition of the Land and the Development Work outside of the ABF Program for such Project. (c) In the event that the Borrowing Base Outstanding Amount shall at any interest accrued thereon prior time exceed the Borrowing Base Value, the Borrower shall immediately make a principal repayment of the Borrowing Base Outstanding Amount in an amount sufficient to eliminate any such excess. (d) In the event that the sum of the outstanding principal balances of advances under the Loan made for the acquisition of Land and Development Work outside of the ABF Program for Projects, the Borrowing Base Outstanding Amount Amended and Restated Loan Agreement – Xxxxxxx Xxxx Homes, Inc. and the Letter of Credit Amount shall at any time exceed the Loan Amount, the Borrower shall immediately pay to the earlier Lender a principal repayment of the Maturity Date or, Borrowing Base Outstanding Amount in an amount sufficient to eliminate any such excess. (e) On any date that the event Lender makes any payment with respect to a Letter of a Change of ControlCredit, the date on which the consideration in respect of such Change of Control is remitted Borrower shall pay to the holders of Ordinary Shares, shall be permitted without the consent of a Noteholder Majority, and, if required, the consent of the Senior Lenders pursuant Lender an amount equal to the terms amount so paid by the Lender with respect to the Letter of the Subordination DeedCredit. 2.3 At any time prior to (f) On the Tranche 1 Maturity Date, a Qualifying Noteholder may (but the Borrower shall not be required to) notify repay the Company that it wishes to extend the Tranche 1 Maturity Date in respect of that Noteholder’s Tranche 1 Notes to a new date to be specified in such notice provided such date is a Business Day and not later than the date 10 years after the date of this Instrument (a “Tranche 1 Extension Notice”), and the Company shall accept such extension (the “Tranche 1 Extension Option”), whereupon the Tranche 1 Maturity Date shall be revised accordingly. A Qualifying Noteholder may only issue a Tranche 1 Extension Notice once and any such Tranche 1 Extension Option must be used in respect of all Tranche 1 Notes held by such Qualifying Noteholder. From the date of such Tranche 1 Extension Notice, other than amounts accrued prior to delivery entire remaining principal amount of the Tranche 1 Extension Notice, no additional interest shall be payable on the Tranche 1 Notes held by the exercising Qualifying Noteholder (other than any interest which becomes payable at the Tranche 1 Default Rate)Loan. 2.4 On the date of the Tranche 1 Extension Notice the exercising Qualifying Noteholder shall deliver to the Company the Tranche 1 Note Certificate in respect of the Tranche 1 Notes which are the subject of such Tranche 1 Extension Notice, and the Company shall, within 5 Business Days’ of the exercise of the Tranche 1 Extension Option, issue to such Qualifying Noteholder a replacement Tranche 1 Note Certificate bearing the revised Tranche 1 Maturity Date. 2.5 A Qualifying Noteholder who holds both Tranche 1 Notes and Tranche 2 Notes may (but shall not be required) if they have already served an Extension Notice (or contemporaneously with the service of an Extension Notice), notify the Company that it wishes to extend the Tranche 2 Maturity Date in respect of that Noteholder’s Tranche 2 Notes to the same date that it has specified as the Tranche 1 Maturity Date pursuant to its Extension Notice for Tranche 1 Notes (such further notice being a “Tranche 2 Extension Notice”), and the Company shall accept such extension (the “Tranche 2 Extension Option”), whereupon the Tranche 2 Maturity Date shall be revised accordingly. A Qualifying Noteholder may only issue a Tranche 2 Extension Notice once and any such Tranche 2 Extension Option must be used in respect of all Tranche 2 Notes held by such Qualifying Noteholder. 2.6 On the date of the Tranche 2 Extension Notice the exercising Qualifying Noteholder shall deliver to the Company the Tranche 2 Note Certificate in respect of the Tranche 2 Notes which are the subject of such Tranche 2 Extension Notice, and the Company shall, within 5 Business Days’ of the exercise of the Tranche 2 Extension Option, issue to such Qualifying Noteholder a replacement Tranche 2 Note Certificate bearing the revised Tranche 2 Maturity Date. 2.7 Any Qualifying Noteholder who holds Tranche 3 Notes may (but shall not be required), notify the Company that it wishes to extend the Tranche 3 Maturity Date in respect of that Qualifying Noteholder’s Tranche 3 Notes to a new date to be specified in such notice provided such date is a Business Day and not later than the date 10 years after the date of this Instrument (such notice being a “Tranche 3 Extension Notice”). Upon receipt of a Tranche 3 Extension Notice, the Company may reject a Tranche 3 Extension Notice by providing written notice of such rejection to the Noteholder within 30 Business Days of receipt of such Tranche 3 Extension Notice (whereupon no extension of such Noteholder’s Tranche 3 Notes shall occur). If the Company does not reject a Tranche 3 Extension Notice within such foregoing period, the Tranche 3 Extension Notice shall be considered accepted (the “Tranche 3 Extension Option”), whereupon the Tranche 3 Maturity Date shall be revised accordingly. A Qualifying Noteholder may only issue a Tranche 3 Extension Notice once and any such Tranche 3 Extension Option must be used in respect of all Tranche 3 Notes held by such Qualifying Noteholder. 2.8 On the date of the Tranche 3 Extension Notice the exercising Qualifying Noteholder shall deliver to the Company the Tranche 3 Note Certificate in respect of the Tranche 3 Notes which are the subject of such Tranche 3 Extension Notice. If the Company rejects the Tranche 3 Extension Notice, the Company shall promptly return such Tranche 3 Note Certificate to the Noteholder. If the Tranche 3 Extension Option is accepted, the Company shall, within 5 Business Days’ of the exercise of the Tranche 3 Extension Option, issue to such Qualifying Noteholder a replacement Tranche 3 Note Certificate bearing the revised Tranche 3 Maturity Date.

Repayment of Principal. 2.1 As and when Commencing on the Notes (or any part of them) are to be redeemed in accordance with paragraph 4 of this Part 1 of Schedule 2Amortization Date, the Company shall pay Lenders may, at their option upon the Noteholders the principal amount written election of the Notes which are Required Lenders, require the Borrowers to be redeemed, subject to adjustment in accordance with paragraph 4.2 of this Part 2 of Schedule 2. 2.2 No prepayment repay the outstanding principal balance of the principal Term Loans in monthly installments in an amount of the Notes or any interest accrued thereon prior per calendar month up to the earlier of the Maturity Date or, in the event of Monthly Amortization Amount. The Lenders may exercise such right for a Change of Control, the date on which the consideration in respect of such Change of Control is remitted to the holders of Ordinary Shares, shall be permitted without the consent of calendar month by sending a Noteholder Majority, and, if required, the consent of the Senior Lenders pursuant to the terms of the Subordination Deed. 2.3 At any time prior to the Tranche 1 Maturity Date, a Qualifying Noteholder may written notice (but shall not be required to) notify the Company that it wishes to extend the Tranche 1 Maturity Date in respect of that Noteholder’s Tranche 1 Notes to a new date to be specified in such notice provided such date is a Business Day and not later than the date 10 years after the date of this Instrument (each a “Tranche 1 Extension Monthly Amortization Notice”), executed by the Required Lenders, to the Borrowers at least five (5) Business Days prior to the Payment Date for such calendar month, which Monthly Amortization Notice shall specify the principal amount to be repaid up to the Monthly Amortization Amount. The Borrowers shall promptly, but in any event no later than the Payment Date, pay the Monthly Amortization Amount (or applicable portion thereof specified in the Monthly Amortization Notice) to the Lenders. Notwithstanding the foregoing, commencing on the date that is six (6) months after the Closing Date, the Borrowers, may, provided that no Default or Event of Default has occurred and is continuing, defer any monthly payment required under this Section 2.2(b)(ii) until the Term Loan Maturity Date by delivering to the Lenders, not later than four (4) Business Days after the Borrowers’ receipt of a Monthly Amortization Notice, a written notice of the Borrowers’ election to effect such a deferral and a deferral fee of One Hundred Thirteen Thousand dollars ($113,000) in cash by wire transfer of immediately available funds (a “Monthly Deferral”); provided, however, the Borrowers may not effect Monthly Deferrals in consecutive months and the Company Borrowers shall accept such extension not be permitted more than a total of six (the “Tranche 1 Extension Option”)6) Monthly Deferrals. Any and all unpaid Obligations, whereupon the Tranche 1 Maturity Date shall be revised accordingly. A Qualifying Noteholder may only issue a Tranche 1 Extension Notice once including principal and any such Tranche 1 Extension Option must be used in respect of all Tranche 1 Notes held by such Qualifying Noteholder. From the date of such Tranche 1 Extension Notice, other than amounts accrued prior to delivery of the Tranche 1 Extension Notice, no additional and unpaid interest shall be payable on the Tranche 1 Notes held by the exercising Qualifying Noteholder (other than any interest which becomes payable at the Tranche 1 Default Rate). 2.4 On the date of the Tranche 1 Extension Notice the exercising Qualifying Noteholder shall deliver to the Company the Tranche 1 Note Certificate in respect of the Tranche 1 Notes which are Term Loans any fees and other sums due hereunder, if any, shall be due and payable in full on the subject of such Tranche 1 Extension Notice, and the Company shall, within 5 Business Days’ of the exercise of the Tranche 1 Extension Option, issue to such Qualifying Noteholder a replacement Tranche 1 Note Certificate bearing the revised Tranche 1 Term Loan Maturity Date. 2.5 A Qualifying Noteholder who holds both Tranche 1 Notes and Tranche 2 Notes may (but shall not be required) if they have already served an Extension Notice (or contemporaneously with the service of an Extension Notice), notify the Company that it wishes to extend the Tranche 2 Maturity Date in respect of that Noteholder’s Tranche 2 Notes to the same date that it has specified as the Tranche 1 Maturity Date pursuant to its Extension Notice for Tranche 1 Notes (such further notice being a “Tranche 2 Extension Notice”), and the Company shall accept such extension (the “Tranche 2 Extension Option”), whereupon the Tranche 2 Maturity Date shall be revised accordingly. A Qualifying Noteholder The Term Loans may only issue a Tranche 2 Extension Notice once and any such Tranche 2 Extension Option must be used prepaid in respect of all Tranche 2 Notes held by such Qualifying Noteholderaccordance with Sections 2.2(c) or (d). 2.6 On the date of the Tranche 2 Extension Notice the exercising Qualifying Noteholder shall deliver to the Company the Tranche 2 Note Certificate in respect of the Tranche 2 Notes which are the subject of such Tranche 2 Extension Notice, and the Company shall, within 5 Business Days’ of the exercise of the Tranche 2 Extension Option, issue to such Qualifying Noteholder a replacement Tranche 2 Note Certificate bearing the revised Tranche 2 Maturity Date. 2.7 Any Qualifying Noteholder who holds Tranche 3 Notes may (but shall not be required), notify the Company that it wishes to extend the Tranche 3 Maturity Date in respect of that Qualifying Noteholder’s Tranche 3 Notes to a new date to be specified in such notice provided such date is a Business Day and not later than the date 10 years after the date of this Instrument (such notice being a “Tranche 3 Extension Notice”). Upon receipt of a Tranche 3 Extension Notice, the Company may reject a Tranche 3 Extension Notice by providing written notice of such rejection to the Noteholder within 30 Business Days of receipt of such Tranche 3 Extension Notice (whereupon no extension of such Noteholder’s Tranche 3 Notes shall occur). If the Company does not reject a Tranche 3 Extension Notice within such foregoing period, the Tranche 3 Extension Notice shall be considered accepted (the “Tranche 3 Extension Option”), whereupon the Tranche 3 Maturity Date shall be revised accordingly. A Qualifying Noteholder may only issue a Tranche 3 Extension Notice once and any such Tranche 3 Extension Option must be used in respect of all Tranche 3 Notes held by such Qualifying Noteholder. 2.8 On the date of the Tranche 3 Extension Notice the exercising Qualifying Noteholder shall deliver to the Company the Tranche 3 Note Certificate in respect of the Tranche 3 Notes which are the subject of such Tranche 3 Extension Notice. If the Company rejects the Tranche 3 Extension Notice, the Company shall promptly return such Tranche 3 Note Certificate to the Noteholder. If the Tranche 3 Extension Option is accepted, the Company shall, within 5 Business Days’ of the exercise of the Tranche 3 Extension Option, issue to such Qualifying Noteholder a replacement Tranche 3 Note Certificate bearing the revised Tranche 3 Maturity Date.

Repayment of Principal. 2.1 As Principal of the Loan will be due and when payable as follows: (1) Concurrent with the Notes (or any part closing of them) are to be redeemed in accordance with paragraph 4 the sale of this Part 1 of Schedule 2a Time-Share Interest, the Company Borrower will make a principal payment in an amount equal to Lender's Release Price, which amount shall pay be applied, until paid in full, to the Noteholders payment of the principal outstanding amount of the Notes Project Loan Amount corresponding to the Project within which are to be redeemed, subject to adjustment in accordance with paragraph 4.2 of this Part 2 of Schedule 2the Time-Share Interest was sold. 2.2 No prepayment (2) In the event that, for any reason, the aggregate payments to Lender of the principal amount Lender's Release Price for any Project Loan are less than the Minimum Required Principal Payment for such Project Loan during any loan year, then within fifteen (15) days after the end of such loan year (each loan year ends on the anniversary of the Notes Effective Date), the Borrower shall make an additional annual payment on such Project Loan to the Lender from Borrower's own funds of an amount equal to the difference between the Minimum Required Principal Payment for such loan year and the aggregate payments to Lender of Lender's Release Price for such loan year with respect to such Project Loan. (3) Upon a Project Specific Default and so long as there is no other Event of Default or any interest accrued thereon Potential Default, the Borrower may, at its option (but only if exercised prior to the earlier of (i) the Maturity Lender's exercise of its remedies under Section 8.2 and (ii) 30 days after the occurrence of the Project Specific Default), repay the outstanding balance of the Project Loan Amount corresponding to the Project Specific Default. (4) If the Project Loan Amount has not been repaid on or before the Project Loan Repayment Date orfor such Project, in the Borrower must on such date repay the entire outstanding principal amount of the Project Loan together with all accrued and unpaid interest relating thereto. (5) In the event that the sum of a Change of Controlthe Project Loan Committed Amounts for all Projects at any time exceeds the Loan Amount, the date on Borrower must immediately make a principal repayment in an amount sufficient to eliminate any such excess, which the consideration in respect of such Change of Control is remitted to the holders of Ordinary Shares, payment shall be permitted without the consent of a Noteholder Majority, and, if required, the consent of the Senior Lenders pursuant to the terms of the Subordination Deedapplied by Lender in its discretion. 2.3 At any time prior to (6) On the Tranche 1 Maturity Date, a Qualifying Noteholder may (but shall not be the Borrower is required to) notify to repay the Company that it wishes to extend the Tranche 1 Maturity Date in respect of that Noteholder’s Tranche 1 Notes to a new date to be specified in such notice provided such date is a Business Day and not later than the date 10 years after the date of this Instrument (a “Tranche 1 Extension Notice”), and the Company shall accept such extension (the “Tranche 1 Extension Option”), whereupon the Tranche 1 Maturity Date shall be revised accordingly. A Qualifying Noteholder may only issue a Tranche 1 Extension Notice once and any such Tranche 1 Extension Option must be used in respect of all Tranche 1 Notes held by such Qualifying Noteholder. From the date of such Tranche 1 Extension Notice, other than amounts accrued prior to delivery entire outstanding principal amount of the Tranche 1 Extension Notice, no additional Loan together with all accrued and unpaid interest shall be payable on and all other amounts owed to Lender under the Tranche 1 Notes held by the exercising Qualifying Noteholder (other than any interest which becomes payable at the Tranche 1 Default Rate)Loan Documents. 2.4 On the date of the Tranche 1 Extension Notice the exercising Qualifying Noteholder shall deliver to the Company the Tranche 1 Note Certificate in respect of the Tranche 1 Notes which are the subject of such Tranche 1 Extension Notice, and the Company shall, within 5 Business Days’ of the exercise of the Tranche 1 Extension Option, issue to such Qualifying Noteholder a replacement Tranche 1 Note Certificate bearing the revised Tranche 1 Maturity Date. 2.5 A Qualifying Noteholder who holds both Tranche 1 Notes and Tranche 2 Notes may (but shall not be required) if they have already served an Extension Notice (or contemporaneously with the service of an Extension Notice), notify the Company that it wishes to extend the Tranche 2 Maturity Date in respect of that Noteholder’s Tranche 2 Notes to the same date that it has specified as the Tranche 1 Maturity Date pursuant to its Extension Notice for Tranche 1 Notes (such further notice being a “Tranche 2 Extension Notice”), and the Company shall accept such extension (the “Tranche 2 Extension Option”), whereupon the Tranche 2 Maturity Date shall be revised accordingly. A Qualifying Noteholder may only issue a Tranche 2 Extension Notice once and any such Tranche 2 Extension Option must be used in respect of all Tranche 2 Notes held by such Qualifying Noteholder. 2.6 On the date of the Tranche 2 Extension Notice the exercising Qualifying Noteholder shall deliver to the Company the Tranche 2 Note Certificate in respect of the Tranche 2 Notes which are the subject of such Tranche 2 Extension Notice, and the Company shall, within 5 Business Days’ of the exercise of the Tranche 2 Extension Option, issue to such Qualifying Noteholder a replacement Tranche 2 Note Certificate bearing the revised Tranche 2 Maturity Date. 2.7 Any Qualifying Noteholder who holds Tranche 3 Notes may (but shall not be required), notify the Company that it wishes to extend the Tranche 3 Maturity Date in respect of that Qualifying Noteholder’s Tranche 3 Notes to a new date to be specified in such notice provided such date is a Business Day and not later than the date 10 years after the date of this Instrument (such notice being a “Tranche 3 Extension Notice”). Upon receipt of a Tranche 3 Extension Notice, the Company may reject a Tranche 3 Extension Notice by providing written notice of such rejection to the Noteholder within 30 Business Days of receipt of such Tranche 3 Extension Notice (whereupon no extension of such Noteholder’s Tranche 3 Notes shall occur). If the Company does not reject a Tranche 3 Extension Notice within such foregoing period, the Tranche 3 Extension Notice shall be considered accepted (the “Tranche 3 Extension Option”), whereupon the Tranche 3 Maturity Date shall be revised accordingly. A Qualifying Noteholder may only issue a Tranche 3 Extension Notice once and any such Tranche 3 Extension Option must be used in respect of all Tranche 3 Notes held by such Qualifying Noteholder. 2.8 On the date of the Tranche 3 Extension Notice the exercising Qualifying Noteholder shall deliver to the Company the Tranche 3 Note Certificate in respect of the Tranche 3 Notes which are the subject of such Tranche 3 Extension Notice. If the Company rejects the Tranche 3 Extension Notice, the Company shall promptly return such Tranche 3 Note Certificate to the Noteholder. If the Tranche 3 Extension Option is accepted, the Company shall, within 5 Business Days’ of the exercise of the Tranche 3 Extension Option, issue to such Qualifying Noteholder a replacement Tranche 3 Note Certificate bearing the revised Tranche 3 Maturity Date.

Repayment of Principal. 2.1 As and when (a) Each Borrower shall repay on the Notes (or any part of them) are to be redeemed in accordance with paragraph 4 of this Part 1 of Schedule 2, the Company shall pay the Noteholders Termination Date the principal amount of the Notes which Loans made to it that are to be redeemedthen outstanding. (b) In the event that the Bank determines, subject to adjustment based on its computation made in accordance with paragraph 4.2 of this Part 2 of Schedule 2. 2.2 No prepayment Section 2.04(b), that the Dollar Equivalent of the principal then-outstanding Loans and Letter of Credit Obligations exceeds the Commitment, the Bank shall give notice to the Guarantor and the Borrowers of such fact and of the amount of the Notes or any interest accrued thereon prior to the earlier of the Maturity Date or, in the event of a Change of Control, such excess. Within 30 days after the date on which the consideration Borrowers receive such notice, they shall prepay Loans, or collateralize the Letter of Credit Obligations with cash (as set forth below), in respect the aggregate amount of such Change of Control is remitted to the holders of Ordinary Shares, excess. Any such prepayment shall be permitted without made together with accrued but unpaid interest on the consent of a Noteholder Majority, principal amount thereof and, if requiredin the case of LIBO Rate Loans, the consent of the Senior Lenders any amounts required to be paid in connection therewith pursuant to the terms of the Subordination Deed. 2.3 At any time prior Section 4.04. Any prepayments pursuant to the Tranche 1 Maturity Date, a Qualifying Noteholder may (but shall not be required tothis Section 2.06(b) notify the Company that it wishes to extend the Tranche 1 Maturity Date in respect of that Noteholder’s Tranche 1 Notes to a new date to be specified in such notice provided such date is a Business Day and not later than the date 10 years after the date of this Instrument (a “Tranche 1 Extension Notice”), and the Company shall accept such extension (the “Tranche 1 Extension Option”), whereupon the Tranche 1 Maturity Date shall be revised accordingly. A Qualifying Noteholder may only issue a Tranche 1 Extension Notice once applied, first, to any Base Rate Loans and any such Tranche 1 Extension Option must be used in respect of all Tranche 1 Notes held by such Qualifying Noteholder. From Optional Rate Loans then outstanding, second, to LIBO Rate Loans having Interest Periods ending on the date of such Tranche 1 Extension Noticeprepayment, other than and third, to the extent that the amounts accrued prior referred to delivery in clauses "first" and "second" are not sufficient to satisfy the entire prepayment requirement under this Section 2.06(b) or there are no such Loans outstanding on the date such prepayment would be required, then the remaining amount that would be required to be prepaid under this Section 2.06(b) shall be deposited in a cash collateral account maintained by the Bank, to be held as security for the Obligations hereunder pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Bank and the Borrowers, and to be applied to the prepayment of LIBO Rate Loans at the end of the Tranche 1 Extension Notice, no additional interest shall be payable on the Tranche 1 Notes held by the exercising Qualifying Noteholder (other than any interest which becomes payable at the Tranche 1 Default Rate). 2.4 On the date of the Tranche 1 Extension Notice the exercising Qualifying Noteholder shall deliver respective Interest Periods therefor and to the Company the Tranche 1 Note Certificate in respect payment of the Tranche 1 Notes which are the subject of such Tranche 1 Extension Notice, and the Company shall, within 5 Business Days’ of the exercise of the Tranche 1 Extension Option, issue to such Qualifying Noteholder a replacement Tranche 1 Note Certificate bearing the revised Tranche 1 Maturity Date. 2.5 A Qualifying Noteholder who holds both Tranche 1 Notes and Tranche 2 Notes may (but shall not be required) if they have already served an Extension Notice (or contemporaneously with the service of an Extension Notice), notify the Company that it wishes to extend the Tranche 2 Maturity Date in respect of that Noteholder’s Tranche 2 Notes to Reimbursement Obligations as the same date that it has specified as the Tranche 1 Maturity Date pursuant to its Extension Notice for Tranche 1 Notes (such further notice being a “Tranche 2 Extension Notice”), and the Company shall accept such extension (the “Tranche 2 Extension Option”), whereupon the Tranche 2 Maturity Date shall be revised accordingly. A Qualifying Noteholder may only issue a Tranche 2 Extension Notice once and any such Tranche 2 Extension Option must be used in respect of all Tranche 2 Notes held by such Qualifying Noteholderbecome due. 2.6 On the date of the Tranche 2 Extension Notice the exercising Qualifying Noteholder shall deliver to the Company the Tranche 2 Note Certificate in respect of the Tranche 2 Notes which are the subject of such Tranche 2 Extension Notice, and the Company shall, within 5 Business Days’ of the exercise of the Tranche 2 Extension Option, issue to such Qualifying Noteholder a replacement Tranche 2 Note Certificate bearing the revised Tranche 2 Maturity Date. 2.7 Any Qualifying Noteholder who holds Tranche 3 Notes may (but shall not be required), notify the Company that it wishes to extend the Tranche 3 Maturity Date in respect of that Qualifying Noteholder’s Tranche 3 Notes to a new date to be specified in such notice provided such date is a Business Day and not later than the date 10 years after the date of this Instrument (such notice being a “Tranche 3 Extension Notice”). Upon receipt of a Tranche 3 Extension Notice, the Company may reject a Tranche 3 Extension Notice by providing written notice of such rejection to the Noteholder within 30 Business Days of receipt of such Tranche 3 Extension Notice (whereupon no extension of such Noteholder’s Tranche 3 Notes shall occur). If the Company does not reject a Tranche 3 Extension Notice within such foregoing period, the Tranche 3 Extension Notice shall be considered accepted (the “Tranche 3 Extension Option”), whereupon the Tranche 3 Maturity Date shall be revised accordingly. A Qualifying Noteholder may only issue a Tranche 3 Extension Notice once and any such Tranche 3 Extension Option must be used in respect of all Tranche 3 Notes held by such Qualifying Noteholder. 2.8 On the date of the Tranche 3 Extension Notice the exercising Qualifying Noteholder shall deliver to the Company the Tranche 3 Note Certificate in respect of the Tranche 3 Notes which are the subject of such Tranche 3 Extension Notice. If the Company rejects the Tranche 3 Extension Notice, the Company shall promptly return such Tranche 3 Note Certificate to the Noteholder. If the Tranche 3 Extension Option is accepted, the Company shall, within 5 Business Days’ of the exercise of the Tranche 3 Extension Option, issue to such Qualifying Noteholder a replacement Tranche 3 Note Certificate bearing the revised Tranche 3 Maturity Date.