Common use of Mandatory Prepayment Clause in Contracts

Mandatory Prepayment. (a) Issuers shall be required to repay in full the outstanding principal amount of the Loans, and all accrued interest thereon and the applicable prepayment fee (as specified below) upon the occurrence of any of the following events: (i) Concurrently with any Change of Control, together with payment of the prepayment fee (as specified in Section 2.7(a) above); provided that if the Change of Control occurs prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of the principal amount of the Notes. No less than five (5) Business Days prior to any proposed Change of Control, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the transaction that constitutes the proposed Change of Control and stating the date on which the Change of Control shall occur. (ii) Upon the effective date of the expiration, termination or repeal of a Cannabis Act, if such expiration, termination or repeal has a Material Adverse Effect, together with payment of the prepayment fee (as specified in Section 2.7(a) above). If known, then no less than five (5) Business Days prior to and if unknown, then promptly after any expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the applicable expiration, termination or repeal and stating the date on which the mandatory prepayment shall occur. For the avoidance of doubt, there shall be no prepayment fee in the event that the expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect occurs prior to the first anniversary of the Agreement Date. (iii) Upon the occurrence of any Event of Default which results in the acceleration of amounts due under the Notes, together with payment of the prepayment fee (as specified in Section 2.7(a) above); provided that if the Event of Default occurs prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of the principal amount of the Notes. (b) Any prepayment required under this Section 2.8 shall be accompanied by the prepayment fee, if any, set forth in Section 2.7(a) and/or Section 2.8(a) hereof. Any Purchaser shall receive its Pro Rata Share of any such prepayment.

Mandatory Prepayment. (i) Within five Business Days after the date financial statements are required to be delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall cause to be prepaid an aggregate principal amount of Group Term Loans (allocated among the Group Term Loans at the discretion of the Borrower) equal to (A) 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended on December 31, 2017), minus (B) the sum of (1) all voluntary prepayments of Group Term Loans under any Group Credit Agreement (including any voluntary prepayments of any term loans under any Group Credit Agreement prior to the Third Amendment Effective Date) (provided that, with respect to Discounted Voluntary Prepayments under any Group Credit Agreement, only the actual amount of cash used to consummate such prepayment shall be included in such calculation) during such fiscal year and after the end of such fiscal year but prior to the required date of such prepayment (such prepayment or purchase after the end of the fiscal year, together with such prepayment described in clause (2) below, the “After Year-End Payment”) and (2) all voluntary prepayments of Group Revolving Credit Loans during such fiscal year and after the end of such fiscal year but prior to the required date of such prepayment to the extent the Group Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (1) and (2), to the extent such prepayments are not funded with the proceeds of Indebtedness (other than, with respect to clause (1) only, any Indebtedness incurred pursuant to any Revolving Credit Loan or Swing Line Loan) or any Specified Equity Contribution; provided that (a) Issuers the ECF Percentage shall be 25% if the Consolidated First Lien Net Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.25:1.00 and greater than 2.75:1.00 and (b) the ECF Percentage shall be 0% if the Consolidated First Lien Net Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 2.75:1.00; provided, further, that solely for the purpose of this Section 2.05(b)(i), following the making of each After Year-End Payment, (i) the Consolidated First Lien Net Leverage Ratio shall be re-calculated giving Pro Forma Effect to such After Year-End Payment as if such payment were made during the fiscal year in respect of which the prepayment pursuant to this Section 2.05(b)(i) is made and (ii) such After Year-End Payment taken into account in the calculation of the required prepayment amount above for one fiscal year shall be disregarded for any subsequent calculations for future fiscal years. Notwithstanding anything set forth above, if for any fiscal year the amount calculated pursuant to clause (A) above is less than the amount calculated pursuant to clause (B) above (such amount, the “Excess Prepayments”), the cumulative amount of such Excess Prepayments shall be carried over in calculations for the following fiscal years on a dollar-for-dollar basis. (ii) (A) Subject to Section 2.05(b)(ii)(B), if (1) any Covenant Entity Disposes of any property or assets pursuant to Section 7.05(h), (i), (l), (n) (other than a Permitted Sale Leaseback between Nexstar Guarantors that are not the Holding Companies), (o)(y), (u) (in each case of (o)(y) and (u), to the extent provided thereunder) or (w) (in the case of (w), only after the applicable Asset Sale Bridge Facility has been paid in full) or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by such Person of Net Cash Proceeds, the Borrower shall make a prepayment, in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to the percentage represented by the quotient of (x) the Outstanding Amount of Term Loans at such time divided by (y) the sum of the Outstanding Amount of the Term Loans at such time and the amount of any other Indebtedness constituting term loans or term notes outstanding at such time that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds (such percentage, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to repay in full this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the outstanding principal amount of the LoansBorrower shall have, and all accrued interest thereon and the applicable prepayment fee (as specified below) upon the occurrence of any of the following events: (i) Concurrently with any Change of Control, together with payment of the prepayment fee (as specified in Section 2.7(a) above); provided that if the Change of Control occurs on or prior to the first anniversary of the Agreement Datesuch date, then the prepayment fee shall equal 4.0% of the principal amount of the Notes. No less than five (5) Business Days prior to any proposed Change of Control, Issuers will deliver a given written notice to the Administrative Agent and each of the Purchasers describing the transaction that constitutes the proposed Change of Control and stating the date on its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which the Change of Control shall occur. (ii) Upon the effective date of the expiration, termination or repeal of a Cannabis Act, notice may only be provided if such expiration, termination or repeal has a Material Adverse Effect, together with payment of the prepayment fee (as specified in Section 2.7(a) above). If known, then no less than five (5) Business Days prior to and if unknown, then promptly after any expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the applicable expiration, termination or repeal and stating the date on which the mandatory prepayment shall occur. For the avoidance of doubt, there shall be no prepayment fee in the event that the expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect occurs prior to the first anniversary of the Agreement Date. (iii) Upon the occurrence of any Event of Default which results in the acceleration of amounts due under the Notes, together with payment of the prepayment fee (as specified in Section 2.7(a) abovehas occurred and is then continuing); provided that if the Event of Default occurs prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of the principal amount of the Notes. (b) Any prepayment required under this Section 2.8 shall be accompanied by the prepayment fee, if any, set forth in Section 2.7(a) and/or Section 2.8(a) hereof. Any Purchaser shall receive its Pro Rata Share of any such prepayment.

Mandatory Prepayment. If at any time from and after the Closing Date: (ai) Issuers either the Borrower or the Company merges or consolidates with another Person and either (x) the Borrower or the Company, as the case may be, is not the surviving entity, or (y) a majority of the board of directors of the Company, and the majority of its senior management, immediately prior to the merger do not continue as directors of the surviving entity, or do not continue to be employed as senior management of the surviving entity, or (ii) the Borrower or any Consolidated Business sells, transfers, assigns or conveys assets, the book value of which (computed in accordance with GAAP but without deduction for depreciation), in the aggregate of all such sales, transfers, assignments, foreclosures, or conveyances exceeds 30% of the Capitalization Value, or (iii) the portion of Capitalization Value attributable to the aggregate Limited Minority Holdings of the Borrower and its Consolidated Businesses exceed 20% of Capitalization Value, or (iv) the Borrower or its Subsidiaries or Affiliates or the Management Company ceases to provide directly or through their Affiliates property management and leasing services to at least 33% of the total number of shopping centers in which the Borrower has an ownership interest (the date any such event shall occur being the “Prepayment Date”), the Revolving Credit Commitments shall be terminated and the Borrower shall be required to repay prepay the Loans in full their entirety as if the outstanding Prepayment Date were the Revolving Credit Termination Date. The Borrower shall immediately make such prepayment together with interest accrued to the date of the prepayment on the principal amount prepaid and shall return or cause to be returned all Letters of Credit to the applicable Lender. In the event that any Letter of Credit shall not be returned, then the provisions of Section 3.4 shall apply and the Borrower shall comply with the same. In connection with the prepayment of any Loan prior to the maturity thereof, the Borrower shall also pay any applicable expenses pursuant to Section 5.2(f). Each such prepayment shall be applied to prepay ratably the Loans of the LoansLenders. Amounts prepaid pursuant to this Section 4.1(d) may not be reborrowed. As used in this Section 4.1(d) only, and all accrued interest thereon and the applicable prepayment fee (as specified below) upon the occurrence of any of the following events: phrase “sells, transfers, assigns or conveys” shall not include (i) Concurrently with sales or conveyances among Borrower and any Change of ControlConsolidated Businesses, together with payment of the prepayment fee (as specified in Section 2.7(a) above); provided that if the Change of Control occurs prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of the principal amount of the Notes. No less than five (5) Business Days prior to any proposed Change of Control, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the transaction that constitutes the proposed Change of Control and stating the date on which the Change of Control shall occur. or (ii) Upon the effective date of the expiration, termination or repeal of a Cannabis Act, if such expiration, termination or repeal has a Material Adverse Effect, together with payment of the prepayment fee (as specified in Section 2.7(a) above). If known, then no less than five (5) Business Days prior to and if unknown, then promptly after any expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the applicable expiration, termination or repeal and stating the date on which the mandatory prepayment shall occur. For the avoidance of doubt, there shall be no prepayment fee in the event that the expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect occurs prior to the first anniversary of the Agreement Datemortgages secured by Real Property. (iii) Upon the occurrence of any Event of Default which results in the acceleration of amounts due under the Notes, together with payment of the prepayment fee (as specified in Section 2.7(a) above); provided that if the Event of Default occurs prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of the principal amount of the Notes. (b) Any prepayment required under this Section 2.8 shall be accompanied by the prepayment fee, if any, set forth in Section 2.7(a) and/or Section 2.8(a) hereof. Any Purchaser shall receive its Pro Rata Share of any such prepayment.

Mandatory Prepayment. (a) Issuers shall be required to repay in full In the outstanding principal amount of the Loans, and all accrued interest thereon and the applicable prepayment fee (as specified below) upon the occurrence of any of the following events: event Borrower (i) Concurrently procures financing from any source, whether in the form of Indebtedness (excluding all Indebtedness permitted to be incurred under the Loan Documents) or equity, other than Capital Stock issued in connection with any the Offering, (ii) makes an Asset Disposition, (iii) undergoes a Change of Control, together with payment or (iv) receives proceeds from any liability or casualty insurance policies in respect of any loss, then an amount equal to the entire net cash proceeds thereof, or the portion thereof equal to the outstanding balance of the prepayment fee (as specified in Section 2.7(a) above)Term Loan plus accrued and unpaid interest and the Prepayment Fee, and all other amounts then due and owing hereunder, shall be paid by Borrower to Agent, promptly following the occurrence of the applicable event, to repay or reduce the Term Loan; provided that if so long as no Event of Default shall have occurred and be continuing, (1) Borrower shall deliver to Agent, no later than ten (10) days after the Change date such Asset disposition or insurance loss shall have occurred, an officer’s certificate setting forth (x) the amount of Control occurs prior that portion of such net cash proceeds from any Asset Disposition or from any such insurance loss that Borrower intends to reinvest in productive assets of the general type used in the business of Borrower and its Subsidiaries and (y) the proposed use of such portion of the net cash proceeds and such other information with respect to such reinvestment as Agent may reasonably request, and (2) Borrower shall apply such portion to such reinvestment purposes, no later than ninety (90) days after delivery to Agent of such officer’s certificate. If such net cash proceeds have not been applied to the first anniversary Obligations or timely reinvested as provided above, then Borrower shall promptly make an additional prepayment of the Agreement DateTerm Loan in the full amount of such net cash proceeds. In the event that Borrower and its Subsidiaries have Excess Cash Flow for any Fiscal Year, then commencing with the prepayment fee Fiscal Year ending on or about December 31, 2013, Borrower shall equal 4.0% prepay the outstanding balance of the principal Term Loan, plus accrued and unpaid interest, and all other amounts then due and owing hereunder in an aggregate amount equal to the applicable percentage of such Excess Cash Flow for such Fiscal Year, determined in accordance with the following grid: If Maximum Total Debt Leverage Ratio as of the Notes. No end of, and for, the applicable Fiscal Year is: Then the applicable percentage of Excess Cash Flow for such Fiscal Year shall be: Equal to or less than five 1.00 to 1.00 0% Equal to or greater than 1.00 to 1.00, but less than 1.50 to 1.00 25% Equal to or greater than 1.50 to 1.00 50% Each such prepayment based on Excess Cash Flow shall be due and payable by Borrower within three (53) Business Days prior to any proposed Change of Control, Issuers will deliver a written notice to the Administrative Agent and each after Agent’s receipt of the Purchasers describing annual financial statements required to be delivered to Agent pursuant to Section 5.1(C) for the transaction that constitutes Fiscal Year then ended, but in no event later than ninety-three (93) days after the proposed Change end of Control and stating the date on which the Change of Control shall occursuch Fiscal Year. (ii) Upon the effective date of the expiration, termination or repeal of a Cannabis Act, if such expiration, termination or repeal has a Material Adverse Effect, together with payment of the prepayment fee (as specified in Section 2.7(a) above). If known, then no less than five (5) Business Days prior to and if unknown, then promptly after any expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the applicable expiration, termination or repeal and stating the date on which the mandatory prepayment shall occur. For the avoidance of doubt, there shall be no prepayment fee in the event that the expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect occurs prior to the first anniversary of the Agreement Date. (iii) Upon the occurrence of any Event of Default which results in the acceleration of amounts due under the Notes, together with payment of the prepayment fee (as specified in Section 2.7(a) above); provided that if the Event of Default occurs prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of the principal amount of the Notes. (b) Any prepayment required under this Section 2.8 shall be accompanied by the prepayment fee, if any, set forth in Section 2.7(a) and/or Section 2.8(a) hereof. Any Purchaser shall receive its Pro Rata Share of any such prepayment.

Mandatory Prepayment. illegality (a) Issuers shall be required If it becomes, or to repay the knowledge of any Lender is to become, unlawful or otherwise prohibited (whether temporarily or permanently) in full the outstanding principal amount any jurisdiction for a Lender to perform any of its obligations as contemplated by a Finance Document or to fund or maintain its share in one or more of the Loans, and all accrued interest thereon or to exercise any of its material rights under the Finance Documents, that Lender shall notify the Facility Agent and the applicable Owner (any such event being a Lender Event). (b) After notification under paragraph (a) above (and subject always to satisfactory alternate arrangements being put into place in accordance with paragraph (d) below): (i) the Owner must repay or prepay the share of that Lender in the relevant Loan or Loans on the date specified in paragraph (c) below; and (ii) the Commitments of that Lender will be immediately cancelled. (c) The date for prepayment fee (as specified below) upon the occurrence of any of the following eventsa Lender’s share in a Loan will be: (i) Concurrently with any Change of Control, together with payment the last day of the prepayment fee (as specified in Section 2.7(a) above)current Term of that Loan; provided that if the Change of Control occurs prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of the principal amount of the Notes. No less than five (5) Business Days prior to any proposed Change of Control, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the transaction that constitutes the proposed Change of Control and stating the date on which the Change of Control shall occur.or (ii) Upon if earlier, the effective date of specified by that Lender in the expiration, termination or repeal of a Cannabis Act, if such expiration, termination or repeal has a Material Adverse Effect, together with payment of the prepayment fee (as specified in Section 2.7(a) above). If known, then no less than five (5) Business Days prior to and if unknown, then promptly after any expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect, Issuers will deliver a written notice delivered to the Administrative Agent and each Owner under paragraph (a) above (being no earlier than the last day of the Purchasers describing the any applicable expirationgrace period permitted by Applicable Law). (d) If, termination or repeal and stating the date on which the mandatory prepayment shall occur. For the avoidance of doubt, there shall be no prepayment fee in the event that the expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect occurs prior to the first anniversary of the Agreement Date. (iii) Upon the occurrence of any a Lender Event, a Lender receives notice or becomes aware that a Lender Event will occur, that Lender and the Owner shall enter into discussions in good faith for a period of Default which results in the acceleration of amounts due under the Notes, together with payment of the prepayment fee twenty (as specified in Section 2.7(a20) above); provided that if the Event of Default occurs prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of the principal amount of the Notes. days (b) Any prepayment required under this Section 2.8 shall be accompanied by the prepayment feeor such shorter period, if any, set forth as may be available prior to the Lender Event taking effect) (the Lender Consultation Period) with a view to agreeing how the effects of the Lender Event can be avoided or mitigated so that alternative legal, valid and binding obligations, in Section 2.7(aform and substance satisfactory to that Lender and the Owner, are put in place. If that Lender and the Owner cannot agree and complete such arrangements prior to the end of the Lender Consultation Period, the Owner shall be obliged to immediately prepay the share of that Lender in the Loan on the date specified in paragraph (c) and/or Section 2.8(a) hereof. Any Purchaser shall receive its Pro Rata Share of any such prepaymentabove.

Mandatory Prepayment. (a) Issuers shall be required to repay in full the outstanding principal amount of the LoansIf, and all accrued interest thereon and the applicable prepayment fee (as specified below) upon the occurrence of at any of the following events: (i) Concurrently with any Change of Control, together with payment of the prepayment fee (as specified in Section 2.7(a) above); provided that if the Change of Control occurs time prior to the first anniversary full repayment or full conversion of all amounts owed under this Debenture, the Company or any of its Subsidiaries receives cash proceeds from the issuance of equity or indebtedness (other than the issuance of other Debentures), in one or more financing transactions, whether publicly offered or privately arranged (including, without limitation, pursuant to the Arena ELOC), the Company shall, within one (1) Business Day of the Agreement DateCompany or the applicable Subsidiary’s receipt of such proceeds, then inform the prepayment fee Holder of such receipt via written notice (a “Mandatory Prepayment Notice”), whereupon the Holder shall equal 4.0% of have the principal amount of right in its sole discretion to require, by written notice to the Notes. No less than Company delivered within five (5) Business Days prior of the Holder’s receipt of any such Mandatory Prepayment Notice, that the Company immediately apply up to any proposed Change thirty percent (30%) of Controlthe gross cash proceeds received from the applicable financing transaction to prepay the Company’s then outstanding obligations under the Debentures (a “Mandatory Prepayment Exercise Notice”). The Company shall, Issuers will deliver within one (1) Business Day of the Company’s receipt of a written notice Mandatory Prepayment Exercise Notice, the portion of the gross cash proceeds received from the applicable financing transaction indicated in the Mandatory Prepayment Exercise Notice (not to exceed 30%) to prepay the Company’s then outstanding obligations under the Debentures; provided, such gross cash proceeds shall be applied to prepay all of the Debentures then outstanding pro rata in proportion to the Administrative Agent and each of the Purchasers describing the transaction that constitutes the proposed Change of Control and stating the date on which the Change of Control shall occur. (ii) Upon the effective date of the expiration, termination or repeal of a Cannabis Act, if such expiration, termination or repeal has a Material Adverse Effect, together with payment of the prepayment fee (as specified in Section 2.7(a) above). If known, then no less than five (5) Business Days prior to and if unknown, then promptly after any expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the applicable expiration, termination or repeal and stating the date on which the mandatory prepayment shall occur. For the avoidance of doubt, there shall be no prepayment fee in the event that the expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect occurs prior to the first anniversary of the Agreement Date. (iii) Upon the occurrence of any Event of Default which results in the acceleration of amounts due under the Notes, together with payment of the prepayment fee (as specified in Section 2.7(a) above); provided that if the Event of Default occurs prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of the respective outstanding principal amount of each Debenture at the Notestime the Holder delivers the applicable Mandatory Prepayment Exercise Notice. (b) Any prepayment required under this Section 2.8 shall be accompanied by the prepayment fee, if any, set forth in Section 2.7(a) and/or Section 2.8(a) hereof. Any Purchaser shall receive its Pro Rata Share of any such prepayment.

Mandatory Prepayment. (a) Issuers shall be required to repay in full the outstanding principal amount of the Loans, and all accrued interest thereon and the applicable prepayment fee (as specified below) upon the occurrence of any of the following events: (i) Concurrently with any Change of Control, together with payment of the prepayment fee (as specified in Section 2.7(a) above); provided that if the Change of Control occurs prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of the principal amount of the Notes. No less than five (5) Business Days prior to any proposed Change of Control, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the transaction that constitutes the proposed Change of Control and stating the date on which the Change of Control shall occur. (ii) Upon the effective date of the expiration, termination or repeal of a Cannabis Act, if such expiration, termination or repeal has a Material Adverse Effect, together with payment of the prepayment fee (as specified in Section 2.7(a) above). If known, then no less than five (5) Business Days prior to and if unknown, then promptly after any expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the applicable expiration, termination or repeal and stating the date on which the mandatory prepayment shall occur. For the avoidance of doubt, there shall be no prepayment fee in In the event that the expirationaggregate balance of Revolving Advances outstanding at any time exceeds the lesser of (a) the Aggregate Formula Amount at such time, termination or repeal (b) the Maximum Revolving Advance Amount, the excess amount of Revolving Advances shall be immediately due and payable as a Cannabis Act that has a Material Adverse Effect occurs prior to mandatory prepayment without the first anniversary of the Agreement Date. (iii) Upon the occurrence necessity of any demand, at the Payment Office, whether or not a Default or Event of Default which results in has occurred. In the acceleration Event that the aggregate balance of amounts Revolving Advances outstanding to (i) Century at any time exceeds the Century Formula Amount at such time, or (ii) CBE at any time exceeds the CBE Formula Amount at such time, the excess amount of Revolving Advances shall be immediately due under and payable by the Notesappropriate Borrower(s) as a mandatory prepayment without the necessity of any demand, together with payment of at the prepayment fee (as specified in Section 2.7(a) above); provided that if the Payment Office, whether or not a Default or Event of Default occurs prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of the principal amount of the Noteshas occurred. (b) Any Borrowers shall prepay the outstanding amount of the Advances in an amount equal to fifty percent (50%) of Excess Cash Flow for each fiscal year of Borrowers (up to a maximum of one million dollars ($1,000,000) for any such fiscal year) commencing with the fiscal year of Borrowers ending on December 31, 1999, payable in two (2) equal installments on June 30 and August 31 of the following fiscal year (i.e. the first payment shall be due on June 30, 2000). Such prepayments shall be applied first, to the outstanding principal installments of the Term Loan in the inverse order of the maturities thereof and, second, to the remaining Advances in such order as Agent may determine subject to Borrowers' ability to reborrow Revolving Advances in accordance with the terms hereof. The Excess Cash Flow for each fiscal year of Borrowers shall be determined based upon the financial statements relating to such fiscal year delivered pursuant to Section 9.7 hereof. In the event that such financial statements with respect to any fiscal year of Borrowers are not delivered on or prior to the date that any prepayment is due hereunder with respect to such fiscal year of Borrowers, then a calculation based upon estimated amounts shall be made by Agent upon which calculation Borrowers shall make the prepayment required by this Section 2.10(b), subject to adjustment when such financial statements are delivered. The calculation made by Agent shall not be deemed a waiver of any rights Agent or Lenders may have as a result of the failure by Borrowers to deliver such financial statements. Notwithstanding the foregoing, Borrowers shall not be required to make mandatory prepayments under this Section 2.8 2.10(b) at any time after the Term Loan has been repaid in full. (c) All prepayments shall be accompanied by accrued interest on the principal being prepaid to the date of such prepayment. In the event that any prepayment feeof a Eurodollar Rate Loan is made on a date other than the last Business Day of the then current Interest Period with respect thereto, if any, set forth Borrowers shall indemnify Agent and Lenders therefor in accordance with Section 2.7(a) and/or Section 2.8(a3.2(e) hereof. Any Purchaser shall receive its Pro Rata Share of any such prepayment.

Mandatory Prepayment. (a) Issuers shall be required to repay in full the outstanding principal amount The obligations of the LoansCompany set forth in this Section with respect to mandatory prepayments shall in all respects be subject to the terms of the Company’s Senior Financing Arrangements, and all accrued interest thereon and including without limitation, the applicable prepayment fee Subordination Agreement. (as specified belowb) upon Upon the occurrence of any a Liquidity Event, all Principal Amount and interest on this Note shall become immediately due and payable at the option of the following events: Holder. The Holder may, upon receiving notice of any Liquidity Event pursuant to Section 6(c) hereof, exercise its right to demand payment in full of this Note, by giving the Company notice of such election within ten (i10) Concurrently with any Change Business Days of Controlreceiving such notice. The Company shall, together with payment of the prepayment fee (as specified in Section 2.7(a) above); provided that if the Change of Control occurs prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of the principal amount of the Notes. No less than within five (5) Business Days following the consummation of an IPO or Asset Disposition, apply the Net Proceeds thereof to the prepayment of the Principal Amount of this Note, to the extent that such Net Proceeds shall not have been required to be applied to senior debt, and, the Company shall, concurrently with such prepayment of Principal Amount of this Note, pay interest on the amount prepaid (as provided in Section 2(a)) as though the date of prepayment was an Interest Payment Date. The Company shall, at or prior to any proposed the consummation of a Change of in Control, Issuers will deliver a prepay the entire Principal Amount of this Note, and, the Company shall, concurrently with such prepayment of Principal Amount of this Note, pay interest on the amount prepaid (as provided in Section 2(a)) as though the date of prepayment was an Interest Payment Date. (c) The Company shall give written notice to the Administrative Agent Holder of any Liquidity Event at least ten (10) Business Days and each of the Purchasers describing the transaction that constitutes the proposed Change of Control and stating the date on which the Change of Control shall occur. not more than sixty (ii) Upon the effective date of the expiration, termination or repeal of a Cannabis Act, if such expiration, termination or repeal has a Material Adverse Effect, together with payment of the prepayment fee (as specified in Section 2.7(a) above). If known, then no less than five (560) Business Days prior to and if unknown, then promptly after the consummation of such event. Such notice shall be given in the manner specified in Section 7.4 of the Note Purchase Agreement. Nothing contained in this Section 6 shall be deemed a consent by the Holder or any expiration, termination affiliate or repeal of a Cannabis Act that has a Material Adverse Effect, Issuers will deliver a written notice board representative thereof to the Administrative Agent consummation of any Liquidity Event and each the Company covenants and agrees that, notwithstanding any other provisions of any Transaction Document, it shall not consummate an Asset Disposition of all or substantially all of the Purchasers describing assets of such Company without the applicable expirationconsent in writing of all Holders of the Notes unless the Company pays the Notes in full at or prior to consummation thereof. In the event that the closing of an IPO is not consummated within sixty (60) days following the notice of prepayment given by the Company in connection with an IPO, termination or repeal and stating the date on which the mandatory prepayment shall occur. For the avoidance of doubt, there Company shall be under no prepayment fee obligation to make the payments as set forth above (but must once again comply with the notice provisions above in connection with any subsequent closing). In addition, in the event that such a notice of prepayment is delivered by the expiration, termination Company in connection with a Change of Control or repeal of a Cannabis Act that has a Material Adverse Effect occurs prior to the first anniversary Asset Disposition transaction and such transaction is not consummated within sixty (60) days of the Agreement Datenotice of prepayment, the Company shall be under no obligation to make the payments as set forth above (but must once again comply with the notice provisions above in connection with any subsequent closing of such a transaction). (iiid) Upon the occurrence of any Event of Default which results in the acceleration of amounts due under the Notes, together with payment of the prepayment fee (as specified in Section 2.7(a) above); provided that if the Event of Default occurs prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of the principal amount of the Notes. (b) Any prepayment required All prepayments under this Section 2.8 6 shall include payment of accrued interest on the Principal Amount so prepaid and shall be accompanied by the prepayment feeapplied first to payment of default interest, if any, set forth then to payment of accrued interest, then to all costs, expenses and indemnities payable under the Note Purchase Agreement, if any, and thereafter to the Principal Amount. (e) If more than one Note is outstanding, the Net Proceeds payable under this Section 6 shall be applied to the Notes pro rata, in Section 2.7(a) and/or Section 2.8(a) hereof. Any Purchaser shall receive its Pro Rata Share of any accordance with the Principal Amount outstanding under each such prepaymentNote.

Mandatory Prepayment. (a) Issuers Not later than 10 Business Days following the receipt of any Net Cash Proceeds by a Recipient of any Asset Sale or cash proceeds from a Casualty Event (in the case of a Casualty Event, solely to the extent the Net Cash Proceeds or cash proceeds thereof exceed $10 million), Borrower shall make prepayments of the Loan, together with accrued and unpaid interest thereon (including interest on defaulted interest, if any), in an aggregate amount equal to 100% of such Net Cash Proceeds or cash proceeds; provided that, with respect to cash proceeds received in connection with a Casualty Event, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) Borrower shall have given Lender prior written notice of Borrower’s intention to apply such cash proceeds to the costs of replacement of the properties or assets that were the subject of such Casualty Event, and (C) Borrower or its Subsidiaries, as applicable, complete such reinvestment, replacement, purchase, or construction within 365 days after the initial receipt of such cash proceeds, then Borrower shall have the option to apply such monies to reinvest in the business, or to the cost of replacement of the lost or damaged assets unless and to the extent that such applicable period shall have expired without such reinvestment, replacement, purchase, or construction being made or completed, in which case, any amounts remaining with respect thereto shall be required paid to repay Lender and applied in full accordance with this Section 2.4. (a) Not later than the outstanding principal amount earlier of the Loans, and all accrued interest thereon and the applicable prepayment fee (as specified below) upon the occurrence of any of the following events: (i) Concurrently 60 days after the end of each fiscal quarter of Borrower, commencing with any Change of Control, together with payment of the prepayment fee (as specified in Section 2.7(a) above); provided that if fiscal quarter ending immediately following the Change of Control occurs prior to the first anniversary of the Agreement Closing Date, then the prepayment fee shall equal 4.0% of the principal amount of the Notes. No less than five and (5ii) Business Days prior to any proposed Change of Control, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the transaction that constitutes the proposed Change of Control and stating the date on which the Change of Control financial statements with respect to such fiscal quarter are delivered pursuant to Section 5.8(b), Borrower shall occur. (ii) Upon prepay the effective date of the expiration, termination or repeal of a Cannabis Act, if such expiration, termination or repeal has a Material Adverse Effect, together with payment of the prepayment fee (as specified Loan in Section 2.7(a) above). If known, then no less than five (5) Business Days prior an aggregate amount equal to and if unknown, then promptly after any expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the applicable expiration, termination or repeal and stating the date on which the mandatory prepayment shall occur. For the avoidance of doubt, there shall be no prepayment fee in the event that the expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect occurs prior to the first anniversary of the Agreement Date. (iii) Upon the occurrence of any Event of Default which results in the acceleration of amounts due under the Notes, together with payment of the prepayment fee (as specified in Section 2.7(a) above); provided that if the Event of Default occurs prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.025% of Excess Cash Flow for the principal amount of the Notesfiscal quarter then ended. (b) Any mandatory prepayment required made by Borrower or caused to be made by any Loan Party in accordance with this Section 2.4 shall be credited first to repayment of all accrued and unpaid interest on the Loan as of the date of such prepayment and then to the unpaid principal amount of the Loan. (c) Borrower shall notify Lender by written notice of any prepayment under this Section 2.8 2.4 not later than three Business Days before the date of prepayment. Each such notice shall be accompanied by irrevocable and specify the prepayment fee, if any, set forth in Section 2.7(a) and/or Section 2.8(a) hereof. Any Purchaser shall receive its Pro Rata Share date and a reasonably detailed calculation of any the amount of such prepayment.

Mandatory Prepayment. (a) Issuers shall be required to repay in full If at any time the outstanding aggregate principal amount of the Loansoutstanding Loans plus the LC Exposure exceeds the lesser of (x) the Total Revolving Credit Commitment and (y) the Borrowing Base, and all accrued interest thereon and the applicable prepayment fee (as specified below) upon the occurrence of any of the following events: Borrower will within one Business Day (i) Concurrently with prepay the Loans (without any Change of Control, together with payment corresponding reduction in the Total Revolving Credit Commitment) in an amount necessary to cause the aggregate principal amount of the outstanding Loans plus the LC Exposure to be equal to or less than the Total Revolving Credit Commitment and/or the Borrowing Base, as the case may be, and (ii) if, after giving effect to the prepayment fee in full of the Loans, the LC Exposure in excess of the amount of Cash Collateralization held in the Letter of Credit Account exceeds the Total Revolving Credit Commitment and/or the Borrowing Base, as the case may be, deposit into the Letter of Credit Account an amount equal to 105% of the amount by which the aggregate LC Exposure in excess of the amount of Cash Collateralization held in the Letter of Credit Account so exceeds the Total Revolving Credit Commitment or Borrowing Base, as the case may be. (as b) Unless each of the conditions specified in Section 2.7(a4.02 are then satisfied, no later than the fifth Business Day following the receipt of Net Cash Proceeds with respect to (i) aboveany disposition of assets included in the Borrowing Base pursuant to Section 6.06(k) or 6.06(l) or (ii) any Casualty Event, the Borrower shall deposit such Net Cash Proceeds into the Collection Account, which amounts shall be used to prepay outstanding Loans (without any corresponding reduction in the Total Revolving Credit Commitment) as described in Section 2.12(c). (c) On each Business Day, all amounts contained in the Collection Account shall be applied by the Agent to prepay outstanding Loans (without any corresponding reduction in the Total Revolving Credit Commitment); provided that if an Event of Default has occurred and is continuing, the Change Agent may, in its Permitted Discretion, use all or any portion of Control occurs prior such amounts to increase the first anniversary amount of Cash Collateralization held in the Agreement Date, then Letter of Credit Account (until the prepayment fee shall equal 4.0amount of such Cash Collateralization equals 105% of the principal amount of the Notes. No less than five (5) Business Days prior to any proposed Change of Control, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the transaction that constitutes the proposed Change of Control and stating the date on which the Change of Control shall occurLC Exposure). (ii) Upon the effective date of the expiration, termination or repeal of a Cannabis Act, if such expiration, termination or repeal has a Material Adverse Effect, together with payment of the prepayment fee (as specified in Section 2.7(a) above). If known, then no less than five (5) Business Days prior to and if unknown, then promptly after any expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the applicable expiration, termination or repeal and stating the date on which the mandatory prepayment shall occur. For the avoidance of doubt, there shall be no prepayment fee in the event that the expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect occurs prior to the first anniversary of the Agreement Date. (iii) Upon the occurrence of any Event of Default which results in the acceleration of amounts due under the Notes, together with payment of the prepayment fee (as specified in Section 2.7(a) above); provided that if the Event of Default occurs prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of the principal amount of the Notes. (b) Any prepayment required under this Section 2.8 shall be accompanied by the prepayment fee, if any, set forth in Section 2.7(a) and/or Section 2.8(a) hereof. Any Purchaser shall receive its Pro Rata Share of any such prepayment.

Mandatory Prepayment. (a) Issuers shall be required to repay in full the outstanding principal amount of the Loans, and all accrued interest thereon and the applicable prepayment fee (as specified below) upon Upon the occurrence of any of the following events: (i) Concurrently with any Change of Control, together with payment of the prepayment fee (as specified in Section 2.7(a) above); provided that if the a Change of Control occurs prior or (ii) an Asset Sale with net proceeds to the first anniversary Borrowers in excess of $1,000,000, that in either case is not approved in advance by the Lender, at the election of the Agreement Date, then the prepayment fee shall equal 4.0% Holders of the majority principal amount of the Notes, the Borrowers shall redeem the then outstanding Notes at a prepayment price equal to the principal amount of all outstanding Notes, plus 125% of the amount of interest (including PIK Interest on the Tranche B Notes) that would have been due to the Lender on the Tranche B Notes had the Tranche B Notes been held to maturity and no payments had been made in respect of any principal or interest on the Tranche B Notes (the “Redemption Price”). No less than five At least twenty (520) Business Days days prior to any proposed Change the occurrence of Control, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the transaction that constitutes the proposed such Change of Control and stating or such Asset Sale, the date on which Borrowers shall provide each Holder of Notes with an Offer of Prepayment pursuant to Section 9.2 hereof. Upon the Change occurrence of Control any event described in this Section 9.1, the Lender’s obligation to provide the Revolving Loans shall occurcease. (ii) Upon the effective date of the expiration, termination or repeal of a Cannabis Act, if such expiration, termination or repeal has a Material Adverse Effect, together with payment of the prepayment fee (as specified in Section 2.7(a) above). If known, then no less than five (5) Business Days prior to and if unknown, then promptly after any expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the applicable expiration, termination or repeal and stating the date on which the mandatory prepayment shall occur. For the avoidance of doubt, there shall be no prepayment fee in the event that the expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect occurs prior to the first anniversary of the Agreement Date. (iiib) Upon the occurrence of a Permitted Revolver Financing, the Borrowers shall redeem, and the Holders shall tender, all of the then outstanding Revolving Notes at a redemption price equal to the outstanding principal amount plus any Event accrued and unpaid interest thereon and any fees and expenses due and occurring at such time. Such redemption shall occur concurrently with the closing of Default which results the Permitted Revolver Financing. Thereafter, the Lender’s obligation to make, and the Borrowers’ ability to receive, Revolving Loans under the Revolving Notes shall cease entirely. In order to facilitate the Borrowers’ ability to obtain a Permitted Revolver Financing, the Holders of the Revolving Notes will agree to subordinate their liens on the Borrowers’ inventory and accounts receivable on terms that are reasonable and customary, as determined in the acceleration sole discretion of amounts due under the Notes, together with payment of the prepayment fee (as specified in Section 2.7(a) above); provided that if the Event of Default occurs prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of the principal amount of the Notessuch Holders. (b) Any prepayment required under this Section 2.8 shall be accompanied by the prepayment fee, if any, set forth in Section 2.7(a) and/or Section 2.8(a) hereof. Any Purchaser shall receive its Pro Rata Share of any such prepayment.

Mandatory Prepayment. (a) Issuers 4.1 Subject to Section 4.6, the Term Loan shall be subject to required to repay principal reductions in full the outstanding principal amount of fifty percent (50%) of Excess Cash Flow for each fiscal year, such prepayments to be payable in respect of each fiscal year beginning with the Loansfiscal year ending December 31, 2014, and all accrued interest thereon each fiscal year thereafter, and the applicable prepayment fee (as specified below) upon the occurrence of any to be due on May 1 of the following events:fiscal year. 4.2 Subject to Section 4.6 promptly upon receipt (and in any event no later than two (2) Business Days after receipt) by the Borrower or any of its Subsidiaries of any Net Cash Proceeds from any Asset Sales in excess of $250,000 in any fiscal year which are not Reinvested as described in the following sentence, the Borrower shall prepay the Term Loan by an amount equal to one hundred percent (100%) of such Net Cash Proceeds, provided, however that the Borrower shall not be obligated to prepay the Term Loan with such Net Cash Proceeds if the following conditions are satisfied: (i) Concurrently with any Change of Controlpromptly following the applicable Asset Sale, together with payment the Borrower provides to Bank a certificate executed by an officer of the prepayment fee Borrower (“Reinvestment Certificate”) stating (x) that the Asset Sale has occurred, (y) that no Default or Event of Default has occurred and is continuing either as specified in Section 2.7(a) above); provided that if the Change of Control occurs prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% date of the principal amount Asset Sale or as of the Notesdate of the Reinvestment Certificate, and (z) a description of the planned Reinvestment of the proceeds thereof, (ii) the Reinvestment of such Net Cash Proceeds is commenced within the Initial Reinvestment Period and completed within the Reinvestment Period, and (iii) no Event of Default has occurred and is continuing at the time of the Asset Sale and at the time of the application of such proceeds to Reinvestment. No less If any such proceeds have not been Reinvested at the end of the Reinvestment Period, the Borrower shall promptly pay such proceeds to Bank, to be applied to repay the Term Loan in accordance with Section 4.5. 4.3 Subject to Section 4.6, promptly upon receipt (and in any event no later than five two (52) Business Days prior after receipt) by the Borrower or any Subsidiary of Net Cash Proceeds from the issuance of any Equity Interests of such Person, the Borrower shall prepay the Term Loan by an amount equal to fifty percent (50%) of such Net Cash Proceeds. 4.4 Subject to Section 4.6, promptly upon receipt (and in any proposed Change event no later than two (2) Business Days after receipt) by the Borrower or any Subsidiary of Controlany Insurance Proceeds or Condemnation Proceeds, Issuers will deliver the Borrower shall be obligated to prepay the Term Loan by an amount equal to one hundred percent (100%) of such Insurance Proceeds or Condemnation Proceeds, as the case may be; provided, however, that any Insurance Proceeds or Condemnation Proceeds, as the case may be, may be Reinvested by the Borrower if the following conditions are satisfied: (i) promptly following the receipt of such Insurance Proceeds or Condemnation Proceeds, as the case may be, the Borrower provides to Bank a written notice to the Administrative Agent Reinvestment Certificate stating (x) that no Default or Event of Default has occurred and each is continuing either as of the Purchasers describing date of the transaction that constitutes the proposed Change receipt of Control and stating such proceeds or as of the date on which of the Change Reinvestment Certificate, and (y) a description of Control shall occur. the planned Reinvestment of such Insurance Proceeds or Condemnation Proceeds, as the case may be), (ii) Upon the effective date Reinvestment of such proceeds is commenced within the expirationInitial Reinvestment Period and completed within the Reinvestment Period, termination or repeal of a Cannabis Act, if such expiration, termination or repeal has a Material Adverse Effect, together with payment of the prepayment fee (as specified in Section 2.7(a) above). If known, then no less than five (5) Business Days prior to and if unknown, then promptly after any expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the applicable expiration, termination or repeal and stating the date on which the mandatory prepayment shall occur. For the avoidance of doubt, there shall be no prepayment fee in the event that the expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect occurs prior to the first anniversary of the Agreement Date. (iii) Upon the occurrence of any no Default or Event of Default which results shall have occurred and be continuing at the time of the receipt of such proceeds and at the time of the application of such proceeds to Reinvestment. If any such proceeds have not been Reinvested at the end of the Reinvestment Period, the Borrower shall promptly pay such proceeds to Bank, to be applied to repay the Term Loan in accordance with Section 4.6. 4.5 Subject to Section 4.6, on the acceleration of amounts due date Holdings is required to make any payment under the provisions of Section 1.3 of the Here to Serve Notes, together with payment Borrower shall pay to Bank a mandatory prepayment of the prepayment fee (as specified Term Loan in Section 2.7(a) above); provided that if the Event of Default occurs prior an amount equal to the first anniversary aggregate amount required to be paid by Holdings under Section 1.3 of the Agreement DateHere to Serve Notes, including the aggregate amount of prepayment fees payable thereunder. In addition, if Bank consents to a prepayment of the Here to Serve Notes, then Borrower shall on the date any such prepayment fee shall is made prepay the Term Loan by an amount equal 4.0% to such prepayment of the principal amount of the Here to Serve Notes. (b) Any 4.6 Each mandatory prepayment required under this Section 2.8 4 or any other mandatory or optional prepayment of the Term Loan under this Agreement shall be accompanied by in addition to any scheduled installments or optional prepayments made prior thereto. Each mandatory or optional prepayment of the prepayment fee, if any, set forth Term Loan shall be applied to installments of principal on the Term Loan in Section 2.7(a) and/or Section 2.8(a) hereof. Any Purchaser shall receive its Pro Rata Share the inverse order of any such prepaymenttheir maturities.

Mandatory Prepayment. (a) Issuers shall be required to repay in full the outstanding principal amount of the LoansIf, and all accrued interest thereon and the applicable prepayment fee (as specified below) upon the occurrence of at any of the following events: (i) Concurrently with any Change of Control, together with payment of the prepayment fee (as specified in Section 2.7(a) above); provided that if the Change of Control occurs time prior to the first anniversary full repayment or full conversion of all amounts owed under this Debenture, the Company or any of its Subsidiaries receives cash proceeds from the issuance of equity or indebtedness (other than the issuance of other Debentures), in one or more financing transactions, whether publicly offered or privately arranged (including, without limitation, pursuant to the Arena ELOC), the Company shall, within one (1) Business Day of the Agreement DateCompany or the applicable Subsidiary’s receipt of such proceeds, then inform the prepayment fee Holder of such receipt via written notice (a “Mandatory Prepayment Notice”), whereupon the Holder shall equal 4.0% of have the principal amount of right in its sole discretion to require, by written notice to the Notes. No less than Company delivered within five (5) Business Days prior to of the Holder’s receipt of any proposed Change of Controlsuch Mandatory Prepayment Notice, Issuers will deliver a written notice that the Company immediately apply, subject to the Administrative Agent and each 20% limit below, up to thirty percent (30%) of the Purchasers describing gross cash proceeds received from the applicable financing transaction that constitutes to prepay the proposed Change of Control and stating Company’s then outstanding obligations under the date on which the Change of Control shall occur. Debentures (iia “Mandatory Prepayment Exercise Notice”). The Company shall, within one (1) Upon the effective date Business Day of the expiration, termination or repeal Company’s receipt of a Cannabis ActMandatory Prepayment Exercise Notice, if such expiration, termination or repeal has a Material Adverse Effect, together with payment use the portion of the prepayment fee gross cash proceeds received from the applicable financing transaction indicated in the Mandatory Prepayment Exercise Notice (as specified not to exceed 20%) to prepay the Company’s then outstanding obligations under the Debentures; provided, such gross cash proceeds shall be applied to prepay all of the Debentures then outstanding pro rata in Section 2.7(a) above). If known, then no less than five (5) Business Days prior to and if unknown, then promptly after any expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect, Issuers will deliver a written notice proportion to the Administrative Agent and each of the Purchasers describing the applicable expiration, termination or repeal and stating the date on which the mandatory prepayment shall occur. For the avoidance of doubt, there shall be no prepayment fee in the event that the expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect occurs prior to the first anniversary of the Agreement Date. (iii) Upon the occurrence of any Event of Default which results in the acceleration of amounts due under the Notes, together with payment of the prepayment fee (as specified in Section 2.7(a) above); provided that if the Event of Default occurs prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of the respective outstanding principal amount of each Debenture at the Notestime the Holder delivers the applicable Mandatory Prepayment Exercise Notice. (b) Any prepayment required under this Section 2.8 shall be accompanied by the prepayment fee, if any, set forth in Section 2.7(a) and/or Section 2.8(a) hereof. Any Purchaser shall receive its Pro Rata Share of any such prepayment.

Mandatory Prepayment. (a) Issuers If, on any day (a "Prepayment Trigger Date"), the sum of the Revolving Credit Exposures exceeds the Available Borrowing Amount (including as a consequence of an Investor Disqualification Event or a reduction in the total Commitments), then the Credit Parties shall pay such excess to the Agent, for the benefit of the Lenders, in immediately available funds, promptly and in any event within two (2) Business Days after the applicable Prepayment Trigger Date to the extent such funds are available in the Subscription Account or any other account maintained by any Credit Party, otherwise within eighteen (18) days after the applicable Prepayment Trigger Date (during which time the Investor REIT shall issue a Capital Demand Notice to fund such required payment); provided that the amount of such excess shall be required paid to repay in full the outstanding principal amount Agent concurrently with the creation of such excess if it results from any act at the Loans, and election of any Credit Party. (b) The Borrower shall prepay all accrued interest thereon and the applicable prepayment fee (as specified below) Obligations upon the occurrence of any of the following events: : (i) Concurrently with the dissolution or liquidation of any Credit Party, (ii) a Change of Control, together with payment (iii) any public offering of securities of the prepayment fee Borrower, (iv) termination of the Capital Commitments, or (v) the Managing GP or other partners of the Borrower vote to terminate the Borrower, any "Termination Determination" (as specified defined in Section 2.7(athe Borrower's partnership agreement) above); provided that if shall occur, or the Change Board of Control occurs prior to the first anniversary Directors of the Agreement Date, then Investor REIT votes to terminate the prepayment fee Investor REIT (regardless of whether shareholder approval is obtained) or any Credit Party or the Managing GP shall equal 4.0% of the principal amount of the Notes. No less than five (5) Business Days prior otherwise terminate or action shall be taken to any proposed Change of Control, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the transaction that constitutes the proposed Change of Control and stating the date on which the Change of Control shall occurend. (iic) Upon the effective date Nothing contained in this Section shall limit any rights or remedies of the expiration, termination or repeal of a Cannabis Act, if such expiration, termination or repeal has a Material Adverse Effect, together any Secured Party in connection with payment of the prepayment fee (as specified in Section 2.7(a) above). If known, then no less than five (5) Business Days prior to and if unknown, then promptly after any expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the applicable expiration, termination or repeal and stating the date on which the mandatory prepayment shall occur. For the avoidance of doubt, there shall be no prepayment fee in the event that the expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect occurs prior to the first anniversary of the Agreement Date. (iii) Upon the occurrence of any Event of Default which results (whether or not related to any event referred to in this Section). (d) If the acceleration amount required to be prepaid under any provision of amounts due under this Section exceeds the Notes, together with payment then outstanding principal balance of the prepayment fee (Loans, the amount of such excess shall be deposited as specified cash collateral in accordance with Section 2.7(a2.04(j) above)and subject to the provisions of Section 6.04; provided that if the nothing contained in this Section shall limit any rights or remedies of any Secured Party in connection with any Event of Default occurs (whether or not related to any event referred to in this Section). (e) Amounts to be applied pursuant to any of the preceding subsections of this Section 2.10 to the prepayment of Loans shall be applied, first, to reduce outstanding ABR Loans. Amounts to be applied pursuant to Section 2.10(b) to the prepayment of Loans shall next be applied, to the extent of any remaining balance, to reduce outstanding Eurodollar Loans. Any amounts remaining to be applied to prepayment pursuant to Section 2.10(a) (but not Section 2.10(b)) shall, at the Borrower's option, be applied to prepay Eurodollar Loans immediately or be deposited in the Prepayment Account. Each prepayment of Loans shall be applied to prepay ratably the Loans of the Lenders. (f) The Agent shall apply any cash deposited in the Prepayment Account to prepay Eurodollar Loans on the last day of the Interest Period in respect thereof (or, at the direction of the Borrower, subject to Section 2.15, on any earlier date) until all outstanding Eurodollar Loans to be prepaid have been prepaid or until all the allocable cash on deposit with respect to such Loans has been exhausted. For purposes of this Agreement, "Prepayment Account" shall mean an account established by the Borrower with the Agent, in the name of the Agent, and over which the Agent shall have exclusive dominion and control, including the exclusive right of withdrawal for application in accordance with this Section 2.10(f). The Agent will, at the request and expense of the Borrower, invest amounts on deposit in the Prepayment Account in Permitted Investments (acceptable to the Agent in its discretion), in the name of the Agent, maturing prior to the first anniversary last day of the Agreement Date, then the prepayment fee shall equal 4.0% Interest Period in respect of the principal Eurodollar Loans to be prepaid; provided that (i) the Agent shall not be required to make any investment that, in its sole and absolute discretion, would require or cause the Agent to be in, or would result in any, violation of any law, statute, rule or regulation and (ii) the Agent shall have no obligation to invest amounts on deposit in the Prepayment Account if a Default shall have occurred and be continuing. The Borrower shall indemnify the Agent for any losses relating to the investments so that the amount available to prepay Eurodollar Loans on the last day of the Notes. (b) Any prepayment required under this Section 2.8 Interest Period in respect thereof is not less than the amount that would have been available had no investments been made pursuant hereto. Other than any interest earned on such investments, the Prepayment Account shall be accompanied by the prepayment feenot bear interest. Interest or profits, if any, set forth on such investments shall be deposited in the Prepayment Account and reinvested as specified above. If the maturity of the Loans shall be accelerated, the Agent may, in its sole and absolute discretion, liquidate such investments and apply all amounts on deposit in the Prepayment Account to satisfy any of the Obligations, in which case Section 2.7(a) and/or Section 2.8(a) hereof2.15 shall apply. Any Purchaser shall receive its Pro Rata Share The Borrower hereby grants to the Agent, for the benefit of any such prepaymentthe Secured Parties, a security interest in the Prepayment Account and all proceeds thereof to secure the Obligations.

Mandatory Prepayment. (a) Issuers In the event that an Unencumbered Asset Pool Property (or any Separate Parcel that originally formed a part of an Unencumbered Asset Pool Property) is sold, transferred or released from the restrictions of Section 5.16 hereof, the Borrower shall, simultaneously with such sale, transfer or release, prepay the Loans in an amount equal to 100% of the net proceeds of such sale or transfer, in the event of a sale or transfer, or, if less, such amount as shall be required for the Borrower to repay remain in full compliance with this Agreement, in the outstanding principal amount event of a release. Notwithstanding the foregoing, a simultaneous like-kind exchange under Section 1031 of the Internal Revenue Code will not be subject to the provisions of this Section 2.9(a), provided that the exchanged property has qualified as a New Acquisition and any "boot" associated therewith shall be applied to prepayment of the Loans, and all accrued interest thereon and the applicable prepayment fee . Sale of an Unencumbered Asset Pool Property (as specified below) upon the occurrence of or any of the following events: (i) Concurrently with any Change of Control, together with payment of the prepayment fee (as specified in Section 2.7(a) above); provided Separate Parcel that if the Change of Control occurs prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of the principal amount of the Notes. No less than five (5) Business Days prior to any proposed Change of Control, Issuers will deliver originally formed a written notice to the Administrative Agent and each of the Purchasers describing the transaction that constitutes the proposed Change of Control and stating the date on which the Change of Control shall occur. (ii) Upon the effective date of the expiration, termination or repeal part of a Cannabis Act, if such expiration, termination or repeal has a Material Adverse Effect, together with payment Unencumbered Asset Pool Property) in violation of the prepayment fee (as specified in this Section 2.7(a) above). If known, then no less than five (5) Business Days prior to and if unknown, then promptly after any expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the applicable expiration, termination or repeal and stating the date on which the mandatory prepayment 2.9 shall occur. For the avoidance of doubt, there shall be no prepayment fee in the event that the expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect occurs prior to the first anniversary of the Agreement Date. (iii) Upon the occurrence of any constitute an Event of Default which results in the acceleration of amounts due under the Notes, together with payment of the prepayment fee (as specified in Section 2.7(a) above); provided that if the Event of Default occurs prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of the principal amount of the NotesDefault. (b) Any If, at any time, the Outstanding Balance shall exceed the Available Facility, then the Borrower shall immediately prepay the Loans in an amount equal to such excess. Notwithstanding the foregoing, (1) if the Outstanding Balance exceeds the Available Facility (but is less than the aggregate Commitments) but is less than or equal to an amount equal to 52.5% of the Unencumbered Asset Pool Properties Value and no Event of Default shall have occurred and be continuing, then the Borrower shall, within ninety (90) days after the last day of the preceding calendar quarter or the date of any New Acquisition resulting in such excess (whichever is earlier), either (A) cause one (1) or more New Acquisitions and/or Real Property Assets having Unencumbered Asset Pool Property Values sufficient to ensure the Borrower's compliance with the requirements of this Agreement to be included as Unencumbered Asset Pool Properties in accordance with Section 3.3 hereof or (B) prepay the Loans in an amount equal to 100% of the amount by which the Outstanding Balance exceeds the Available Facility; and (2) if the Outstanding Balance exceeds an amount equal to 52.5% of the Unencumbered Asset Pool Properties Value and no Event of Default shall have occurred and be continuing, then the Borrower shall, within twenty-five (25) Domestic Business Days after the last day of the preceding calendar quarter or the date of any New Acquisition resulting in such excess (whichever is earlier), prepay the Loans in an amount equal to 100% of the amount by which the Outstanding Balance exceeds the Available Facility. (c) The Borrower shall make any prepayment required under pursuant to this Section 2.8 2.9 together with interest accrued to the date of the prepayment on the principal amount so prepaid; provided that any prepayment pursuant to this Section 2.9 shall be accompanied applied (unless an Event of Default exists) as specified by the Borrower or, otherwise, first to any Base Rate Loans then outstanding, then to any Euro-Dollar Loans with the shortest Interest Periods. In connection with the prepayment feeof a Euro-Dollar Loan prior to the maturity thereof, if any, the Borrower shall also pay any applicable expenses pursuant to Section 2.12. Each such prepayment shall be applied to prepay ratably the Loans of the Banks. Amounts prepaid pursuant to this Section 2.9 may not be reborrowed unless the Borrower shall be in compliance with the covenants set forth in Section 2.7(a) and/or Section 2.8(a) hereof. Any Purchaser shall receive its Pro Rata Share of 5.8 hereof both before and after giving effect to any such prepaymentBorrowing. (d) Any event referred to in Section 2.9 that results in a required prepayment of the Loans pursuant to this Section 2.9 shall be referred to as a "Mandatory Prepayment Event". ---------------------------

Mandatory Prepayment. (a) Issuers shall be required If at any time the aggregate outstanding amount of the Loans exceeds the lesser of (i) the Borrowing Base, as calculated by the Borrowers in the most recent Borrowing Base Certificate delivered to repay the Administrative Agent pursuant to Section 7.03(m) (Reporting Requirements) and (ii) the Aggregate Commitment, the Borrowers shall, within three (3) Business Days thereof, prepay the Loans in full an amount equal to the lesser of (1) the aggregate outstanding principal amount of the Loans, Loans and all accrued interest thereon (2) the amount by which the aggregate amount of the Loans outstanding exceeds the lesser of the Borrowing Base (as recalculated) and the applicable prepayment fee (as specified below) upon the occurrence of any of the following events:Aggregate Commitment. (ib) Concurrently with If at any Change of Control, together with payment of the prepayment fee (as specified in Section 2.7(a) above); provided that if the Change of Control occurs prior time a Borrowing Base Certificate delivered to the first anniversary of Administrative Agent pursuant to Section 7.03(m) (Reporting Requirements) demonstrates that the Agreement Date, then the prepayment fee shall equal 4.0% of the outstanding principal amount of the Notes. No less than five Loans exceeds the then effective Available Commitment, the Borrowers shall, within three (53) Business Days prior following the delivery of such Borrowing Base Certificate, prepay the Loans in the amount of such excess. (c) If the Borrowers elect to any proposed Change terminate or reduce the Commitments pursuant to Section 2.06(c) (Termination or Reduction of ControlCommitments), Issuers will deliver a written notice the Borrowers shall be required to the Administrative Agent and each of the Purchasers describing the transaction that constitutes the proposed Change of Control and stating prepay, on the date on which the Change Commitments will terminate or be reduced as determined by the Borrowers, an amount of Control shall occurthe aggregate outstanding principal amount of the Loans equal to the lesser of (i) the aggregate outstanding principal amount of the Loans and (ii) the amount by which the aggregate amount of the Loans outstanding exceeds, after giving effect to the termination or reduction of the Commitments, the lesser of the Borrowing Base and the Aggregate Commitment. (iid) Upon All prepayments under this Section 3.08 shall be made by the effective date of the expiration, termination or repeal of a Cannabis Act, if such expiration, termination or repeal has a Material Adverse Effect, together with payment of the prepayment fee (as specified in Section 2.7(a) above). If known, then no less than five (5) Business Days prior to and if unknown, then promptly after any expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect, Issuers will deliver a written notice Borrowers to the Administrative Agent and each for the account of the Purchasers describing the applicable expiration, termination or repeal Lenders and stating the date on which the mandatory prepayment shall occur. For the avoidance of doubt, there shall be no prepayment fee in the event that the expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect occurs prior to the first anniversary of the Agreement Date. (iii) Upon the occurrence of any Event of Default which results in the acceleration of amounts due under the Notes, together with payment of the prepayment fee (as specified in Section 2.7(a) above); provided that if the Event of Default occurs prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of the principal amount of the Notes. (b) Any prepayment required under this Section 2.8 shall be accompanied by accrued interest on the prepayment fee, if any, set forth in principal amount being prepaid to but excluding the date of payment and by any additional amounts required to be paid under Section 2.7(a) and/or Section 2.8(a) hereof. Any Purchaser shall receive its Pro Rata Share of any such prepayment4.05 (Funding Losses).

Mandatory Prepayment. Having heretofore given notice to the holders of the Control Event in respect of the pending Blackstone Merger, promptly after the effective date of the First Amendment, and in any event within 5 days, the Company shall give notice of prepayment of all Notes pursuant to Section 8.2(c), which notice shall not be rescindable except in the event that the Company provides a certificate from a Responsible Officer to each holder certifying that efforts to effect the Blackstone Merger have ceased or been abandoned, with an estimated prepayment date of November 14, 2007 or such other date as the Blackstone Merger is scheduled to occur; provided such date is not later than January 1, 2008 (athe date on which prepayment is made, the “Blackstone Prepayment Date”), and shall prepay all, but not less than all, of the Notes held by each holder (in this case only, “holder” in respect of any Note registered in the name of a nominee for a disclosed beneficial owner (any such disclosed beneficial owner being identified on Schedule I to the First Amendment) Issuers shall mean such beneficial owner) on the Blackstone Prepayment Date, at 100% of the principal amount so prepaid, accrued and unpaid interest on the Notes accrued to the date of prepayment and the Make-Whole Amount determined for the prepayment date with respect to such principal amount (in aggregate, the “Prepayment Amount”). Any prepayment made pursuant to this Section 8.2(c)(i) shall be required made in accordance with the provisions of Section 14.2, except that payment by the Company to repay the holders will be made to The Bank of New York (or such other bank as the Company shall so select with notice to the Holders (the “Paying Agent”), which shall act as paying agent for the purposes of dispensing payment to the holders in full accordance with Schedule A to the outstanding principal amount of the Loans, and all accrued interest thereon and the applicable prepayment fee (as specified below) upon the occurrence of any of the following events: (i) Concurrently with any Change of Control, together with Note Agreement. Upon payment of the prepayment fee (as specified in Section 2.7(a) above)Prepayment Amount by the Company to the Paying Agent, the debt represented by the Notes shall be satisfied and discharged and the provisions of Sections 7, 8, 9 and 10 shall cease to have effect; provided that if the Change of Control occurs prior First Amendment shall cease to the first anniversary be effective in accordance with Section 2 of the Agreement DateFirst Amendment, then the prepayment fee provisions of Section 7, 8, 9 and 10 shall equal 4.0% of the principal amount of the Notes. No less than five (5) Business Days prior to any proposed Change of Control, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the transaction that constitutes the proposed Change of Control and stating the date on which the Change of Control shall occurautomatically be reinstated. (ii) Upon the effective date of the expiration, termination or repeal of a Cannabis Act, if such expiration, termination or repeal has a Material Adverse Effect, together with payment of the prepayment fee (as specified in Section 2.7(a) above). If known, then no less than five (5) Business Days prior to and if unknown, then promptly after any expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the applicable expiration, termination or repeal and stating the date on which the mandatory prepayment shall occur. For the avoidance of doubt, there shall be no prepayment fee in the event that the expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect occurs prior to the first anniversary of the Agreement Date. (iii) Upon the occurrence of any Event of Default which results in the acceleration of amounts due under the Notes, together with payment of the prepayment fee (as specified in Section 2.7(a) above); provided that if the Event of Default occurs prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of the principal amount of the Notes. (b) Any prepayment required under this Section 2.8 shall be accompanied by the prepayment fee, if any, set forth in Section 2.7(a) and/or Section 2.8(a) hereof. Any Purchaser shall receive its Pro Rata Share of any such prepayment.

Mandatory Prepayment. (a) Issuers Within forty-five (45) days of the end of the second and fourth quarter of each Fiscal Year, the Issuer shall (a) repay an aggregate principal amount of the Securities equal to the Excess Cash Flow for the 6-month period ending on the last day of such quarter, together with accrued and unpaid interest on such principal amount to the date of repayment, and (b) regardless of whether any repayment of principal is required under this Section, provide each Securityholder with a written notice containing in reasonable detail TWG International's calculation of Excess Cash Flow. Notwithstanding the preceding sentence, TWG International shall not be required to repay in full any principal under this Section unless Excess Cash Flow equals or exceeds the outstanding lesser of $250,000 or the aggregate principal amount of the LoansSecurities then outstanding, in which case all Excess Cash Flow then outstanding shall be used to repay principal in accordance with this Section. Any repayments of principal required by this Section shall be paid on an equal and all accrued interest thereon and ratable basis among the applicable prepayment fee (Securityholders in proportion, as specified below) upon nearly as practicable, to the occurrence of any respective unpaid principal amounts of the following events: (i) Concurrently with any Change of Control, together with payment of the prepayment fee (as specified Securities held by each Securityholder. The reduction in Section 2.7(a) above); provided that if the Change of Control occurs prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of the principal amount of the NotesSecurities effected by repayments made under this Section may be made without presentation of the Securities and shall be binding on all future Securityholders. No less than five Securityholders shall make the appropriate notation on the Securities to indicate the amount of any repayments under this Section. (5b) Business Days The prepayment will be made in the following manner. At least 15 days prior to any proposed Change of Control, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the transaction that constitutes the proposed Change of Control and stating the date on which the Change Issuer proposes to make the prepayment required by this Section 3.6, the Issuer shall give the Trustee written notice of Control such prepayment, which notice shall occur. (ii) Upon state the effective date of the expiration, termination or repeal of a Cannabis Act, if such expiration, termination or repeal has a Material Adverse Effect, together with payment amount of the prepayment fee (and the date the Issuer has selected that the prepayment be made, which date may not be later than 45 days from the end of the second and fourth quarters, as specified in Section 2.7(a) above)the case may be. If known, then no less than five (5) Business Days prior The Trustee shall not be required to and if unknown, then promptly after any expiration, termination or repeal send a notice of a Cannabis Act that has a Material Adverse Effect, Issuers will deliver a written notice mandatory redemption to the Administrative Agent and each of Holders with respect to such prepayment. At least one Business Day before the Purchasers describing mandatory prepayment, the applicable expiration, termination Issuer will deposit with the Trustee (or repeal and stating other paying agent) in immediately available funds the date on which money to be used to prepay the Securities. When the money to effect the mandatory prepayment of the Securities is held by the Trustee for the purpose of effecting such prepayment, interest on that portion of the Securities to be prepaid shall occur. For cease to accrue on the avoidance reduction of doubtprincipal on Securities made a result of the prepayment, there and such notations shall be no prepayment fee binding on the Securityholders and all future Securityholders, even if such holders do not make such notations on the certificates representing such Securities. The prepayments will be made by the Trustee in the event that the expiration, termination or repeal increments of a Cannabis Act that has a Material Adverse Effect occurs prior $100.00. Any Excess Cash Flow which does not meet this requirement will be returned to the first anniversary of the Agreement DateIssuer pursuant to its written instructions. (iii) Upon the occurrence of any Event of Default which results in the acceleration of amounts due under the Notes, together with payment of the prepayment fee (as specified in Section 2.7(a) above); provided that if the Event of Default occurs prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of the principal amount of the Notes. (b) Any prepayment required under this Section 2.8 shall be accompanied by the prepayment fee, if any, set forth in Section 2.7(a) and/or Section 2.8(a) hereof. Any Purchaser shall receive its Pro Rata Share of any such prepayment.

Mandatory Prepayment. Total Loss, sale and Related Contracts (a) Issuers shall be required to repay in full if there is a Total Loss (whether before or after the outstanding principal amount of Delivery Date), on the Loans, and all accrued interest thereon and the applicable prepayment fee (as specified below) upon the occurrence of any of the following eventsearlier of: (i) Concurrently with any Change the date falling 90 days after the Date of Control, together with payment Total Loss; and (ii) the date of receipt by the Owner or the Security Trustee of the prepayment fee proceeds of insurance relating to such Total Loss; (as specified in Section 2.7(ab) above); provided that if the Change of Control occurs prior Owner fails to deliver the Vessel to the first anniversary Charterer in accordance with the terms of a Drilling Charter (other than in circumstances where there is a Charter Termination Event), on the Agreement Datedate of such failure; (c) if either the Builder or the Owner is in breach of any of its material obligations under the Shipbuilding Contract, then or either the prepayment fee shall equal 4.0% Manager or the Owner is in breach of any of its material obligations under any other Related Contract, on the principal amount of the Notes. No less than five (5) Business Days prior to any proposed Change of Control, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the transaction that constitutes the proposed Change of Control and stating date falling 20 days after the date on which the Change of Control shall occur. (ii) Upon the effective date of the expiration, termination or repeal of a Cannabis Act, if such expiration, termination or repeal has a Material Adverse Effect, together with payment of the prepayment fee (as specified in Section 2.7(a) above). If known, then no less than five (5) Business Days prior to and if unknown, then promptly after any expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect, Issuers will deliver a Facility Agent gives written notice to the Administrative Agent Owner that the Majority Lenders have so determined and such breach is not remedied or otherwise compensated for, in each case, to the satisfaction of the Purchasers describing Majority Lenders within such period, or if the applicable expirationmatter has been referred to arbitration within that 20-day period, termination upon the earlier of a settlement being reached in respect of such arbitration and 5 days after the receipt of the final arbitration award; (d) if the Vessel has not been delivered by the Builder and accepted unconditionally by the Charterer under the relevant Drilling Charter by the date falling 210 days after the Scheduled Delivery Date (the Longstop Date), on the Business Day immediately succeeding the Longstop Date; (e) if a material part of the assets of the Charterer or, if applicable, the Charterer Parent are seized, expropriated, or repeal and stating compulsorily acquired, nationalised, confiscated or requisitioned by any Government Entity or by persons purporting to act on behalf of any Government Entity, subject, however, to the provisions of Clause 16.23 (Breach or Termination of Drilling Charter or Management Agreement); (f) if a Charter Termination Event occurs, on the date of the occurrence of such Charter Termination Event, subject, however, to the provisions of Clause 16.23 (Breach or Termination of Drilling Charter or Management Agreement); (g) if the Vessel is sold, on or before the date on which the mandatory prepayment shall occur. For sale is completed; (h) if the avoidance Shipbuilding Contract is terminated in circumstances where the Refund Guarantee is payable upon the earlier of: (i) the date of doubt, there shall be no prepayment fee in receipt of the event that moneys under the expiration, Refund Guarantee; and (ii) 20 days after the date of termination or repeal if the matter has been referred to arbitration within that 20-day period, upon the earlier of a Cannabis Act that has a Material Adverse Effect occurs prior to settlement being reached in respect of such arbitration and 5 days after the first anniversary receipt of the Agreement Date.final arbitration award; (iiii) Upon if the occurrence Shipbuilding Contract is terminated in circumstances other than those referred to in paragraph (c), on the date of any Event of Default which results in its termination; (j) if either: (A) the acceleration of amounts due under the Notes, together with payment Owner ceases to be a Subsidiary of the prepayment fee Sponsor; or (as specified in Section 2.7(aB) above); provided that if the Event of Default occurs prior Sponsor ceases to the first anniversary have direct or indirect control of the Agreement Date, then the prepayment fee shall equal 4.0Owner or to own directly or indirectly more than 50% of the principal amount voting capital or similar right of ownership of the Notes.Owner (and control for this purpose means the power to direct the management and the policies of the Owner whether through the ownership of voting capital, by contract or otherwise), in either case without the prior written consent of the Facility Agent (acting on the instructions of all the Lenders). The Facility Agent agrees that it will consult with the Owner in good faith (taking into account, inter alia, the security and credit position of the Finance Parties) should the Owner or the Sponsor approach the Facility Agent with a proposal to effect an initial public offering of the Owner (but without an obligation on the part of any of the Finance Parties to consent to any such proposed initial public offering); or (bk) Any prepayment required under this Section 2.8 shall be accompanied by if either: (i) on the prepayment feeDrilling Charter Cut-off Date neither a Five Year Drilling Charter nor a Sister Five Year Drilling Charter has been entered into; (ii) on the Drilling Charter Cut-off Date, if anyeither: (A) a Five Year Drilling Charter has been entered into but no Sister Drilling Charter for a minimum term (excluding any optional extensions) of 3 years from the Final Completion Date has been entered into; or (B) a Sister Five Year Drilling Charter has been entered into, set forth in Section 2.7(abut no Drilling Charter for a minimum term (excluding any optional extensions) and/or Section 2.8(a) hereof. Any Purchaser shall receive its Pro Rata Share of any such prepayment3 years from the Final Completion Date has been entered into.

Mandatory Prepayment. (a) Issuers The Borrowers shall be required to repay in full the outstanding principal amount make mandatory prepayments of one hundred percent of the Loans, Net Proceeds received by the Borrowers and all accrued interest thereon and the applicable prepayment fee (as specified below) upon the occurrence of their Subsidiaries from any of the following eventsfollowing: (i) Concurrently with any Change of Control, together with payment asset sales of the Borrowers and their Subsidiaries occurring outside of the ordinary course of business and resulting in the receipt of greater than $5,000,000 in proceeds in the aggregate during the term of this Agreement that are not reinvested within one year of receipt in plant, properties and equipment that become Collateral; (ii) the receipt of casualty insurance and condemnation proceeds resulting in the receipt of greater than $250,000 in Net Proceeds in the aggregate during the term of this Agreement that are not reinvested within one year of receipt in plant, property and equipment that becomes Collateral; and (iii) the issuance or sale of Indebtedness not otherwise permitted hereby. Any mandatory prepayment fee under this clause (as specified in Section 2.7(ac) above); provided that if the Change of Control occurs prior shall be due and payable to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of the principal amount of the Notes. No less Lender no later than five (5) Business Days prior after any Loan Party shall have received, or become entitled to direct the distribution of, the proceeds from any transaction that would give rise to a mandatory prepayment hereunder. Mandatory prepayments shall be applied (i) first to any proposed Change of Controlfees, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the transaction that constitutes the proposed Change of Control and stating the date on which the Change of Control shall occur. costs, expenses or charges due hereunder other than interest or principal, (ii) Upon second, to the effective date of the expiration, termination or repeal of a Cannabis Act, if such expiration, termination or repeal has a Material Adverse Effect, together with payment of the prepayment fee (as specified in Section 2.7(a) above). If knownaccrued and unpaid interest, then no less than five (5) Business Days prior to and if unknown, then promptly after any expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the applicable expiration, termination or repeal and stating the date on which the mandatory prepayment shall occur. For the avoidance of doubt, there shall be no prepayment fee in the event that the expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect occurs prior to the first anniversary of the Agreement Date. (iii) Upon third to the occurrence of any Event of Default which results in the acceleration of amounts due under the Notes, together with payment of principal on any portion of the prepayment fee Advance earning interest at the Variable Rate and (as specified in Section 2.7(aiv) above); provided that if the Event of Default occurs prior fourth to the first anniversary payment of principal on any portion of the Agreement Date, then Advance earning interest at the Fixed Rate. The Borrowers shall pay any applicable Breakage in connection with any mandatory prepayment fee shall equal 4.0% of the principal amount portion of the NotesLoan earning interest at the Fixed Rate. (b) Any prepayment required under this Section 2.8 shall be accompanied by the prepayment fee, if any, set forth in Section 2.7(a) and/or Section 2.8(a) hereof. Any Purchaser shall receive its Pro Rata Share of any such prepayment.

Mandatory Prepayment. (a) Issuers shall be required to repay in full If at any time the outstanding aggregate principal amount of the Loansoutstanding Loans plus the LC Exposure exceeds the lesser of (x) the Total Revolving Credit Commitment and (y) the Borrowing Base, and all accrued interest thereon and the applicable prepayment fee (as specified below) upon the occurrence of any of the following events: Borrower will within one Business Day (i) Concurrently with prepay the Loans (without any Change of Control, together with payment of corresponding reduction in the prepayment fee (as specified Total Revolving Credit Commitment) in Section 2.7(a) above); provided that if an amount necessary to cause the Change of Control occurs prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of the aggregate principal amount of the Notes. No outstanding Loans plus the LC Exposure to be equal to or less than five (5) Business Days prior to any proposed Change of Controlthe Total Revolving Credit Commitment and/or the Borrowing Base, Issuers will deliver a written notice to as the Administrative Agent case may be, and each of the Purchasers describing the transaction that constitutes the proposed Change of Control and stating the date on which the Change of Control shall occur. (ii) Upon if, after giving effect to the effective date prepayment in full of the expirationLoans, termination or repeal of a Cannabis Act, if such expiration, termination or repeal has a Material Adverse Effect, together with payment the LC Exposure in excess of the prepayment fee (as specified in Section 2.7(a) above). If known, then no less than five (5) Business Days prior to and if unknown, then promptly after any expiration, termination or repeal amount of a Cannabis Act that has a Material Adverse Effect, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the applicable expiration, termination or repeal and stating the date on which the mandatory prepayment shall occur. For the avoidance of doubt, there shall be no prepayment fee Cash Collateralization held in the event that Letter of Credit Account exceeds the expirationTotal Revolving Credit Commitment and/or the Borrowing Base, termination or repeal as the case may be, deposit into the Letter of a Cannabis Act that has a Material Adverse Effect occurs prior Credit Account an amount equal to the first anniversary of the Agreement Date. (iii) Upon the occurrence of any Event of Default which results in the acceleration of amounts due under the Notes, together with payment of the prepayment fee (as specified in Section 2.7(a) above); provided that if the Event of Default occurs prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0105% of the principal amount by which the aggregate LC Exposure in excess of the amount of Cash Collateralization held in the NotesLetter of Credit Account so exceeds the Total Revolving Credit Commitment or Borrowing Base, as the case may be. (b) Any prepayment required under this Unless each of the conditions specified in Section 2.8 4.02 are then satisfied, no later than the fifth Business Day following the receipt of Net Cash Proceeds with respect to (i) any disposition of assets included in the Borrowing Base pursuant to Section 6.06(k) or 6.06(l) or (ii) any Casualty Event, the Borrower shall deposit such Net Cash Proceeds into the Collection Account, which amounts shall be accompanied used to prepay outstanding Loans (without any corresponding reduction in the Total Revolving Credit Commitment) as described in Section 2.12(c). (c) On each Business Day, all amounts contained in the Collection Account shall be applied by the prepayment feeAgent to prepay outstanding Loans (without any corresponding reduction in the Total Revolving Credit Commitment); provided, that if anyan Event of Default has occurred and is continuing, set forth the Agent may, in Section 2.7(a) and/or Section 2.8(a) hereof. Any Purchaser shall receive its Pro Rata Share Permitted Discretion, use all or any portion of any such prepaymentamounts to increase the amount of Cash Collateralization held in the Letter of Credit Account (until the amount of such Cash Collateralization equals 105% of the LC Exposure).

Mandatory Prepayment. (a) Issuers shall be required to repay in full If, as a result of any determination of the Borrowing Base, the sum of the outstanding principal amount balance of the Loans, and all accrued interest thereon Revolving Loans and the applicable prepayment fee (as specified below) upon SBID Letter of Credit Outstandings exceeds the occurrence of any of the following events: Borrowing Base, then either (i) Concurrently such excess shall be paid in six (6) equal consecutive monthly installments by the Borrower, with any Change the first such installment being due on that day which is thirty days after notification by the Agent to Borrower that such an excess exists and continuing on the same day of Control, together with payment each month thereafter until paid; or (ii) within twenty-five (25) days of the prepayment fee (notification of the Borrower by the Agent of such excess, the Borrower shall pledge to, or create in favor of, the Agent, for Lenders and the Issuing Agent, first priority Liens in, to and on additional collateral satisfactory in nature and value to all Lenders in their sole judgment. Those Loans to be repaid as specified in Section 2.7(a) above); provided that excess payments shall be Contract Rate Loans, if the Change aggregate Contract Rate Loans equals or exceeds the total excess payments due, and if the aggregate Contract Rate Loans are less than the total excess payments due, those Loans to be repaid shall first be all Contract Rate Loans and then those LIBOR Rate Loans which Borrower identifies within ten Business Days of Control occurs prior a request from Agent, or if Borrower fails to make such identification, those LIBOR Rate Loans identified by Agent. Borrower will be liable for all breakage costs in connection with the early termination of any LIBOR Rate Loan in accordance with the terms of SECTION 4(g) of this Agreement. The Borrower's failure (i) to make monthly Borrowing Base excess payments pursuant to the first anniversary six (6) month amortization schedule set forth above or (ii) to pledge to the Agent additional collateral in an amount which brings said indebtedness within Borrowing Base within such twenty-five (25) days of notification by Agent shall constitute an Event of Default under this Agreement which shall entitle the Agreement Date, then Required Lenders to accelerate the prepayment fee shall equal 4.0% of the principal amount maturity of the Notes. No less than five (5) Business Days prior , and to any proposed Change of Control, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the transaction that constitutes the proposed Change of Control and stating the date on institute foreclosure proceedings or otherwise exercise all remedies which the Change of Control shall occur. (ii) Upon the effective date of the expiration, termination or repeal of a Cannabis Act, if such expiration, termination or repeal has a Material Adverse Effect, together with payment of the prepayment fee (as specified in Section 2.7(a) above). If known, then no less than five (5) Business Days prior to and if unknown, then promptly after any expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the applicable expiration, termination or repeal and stating the date on which the mandatory prepayment shall occur. For the avoidance of doubt, there shall be no prepayment fee in the event that the expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect occurs prior to the first anniversary of the Agreement Date. (iii) Upon the occurrence of any Event of Default which results in the acceleration of amounts due they may have under the Notes, together with payment of the prepayment fee (as specified in Section 2.7(a) above); provided that if Agreement, the Event of Default occurs prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of the principal amount of the NotesLoan Documents or applicable law. (b) Any prepayment required under this Section 2.8 shall be accompanied by the prepayment fee, if any, set forth in Section 2.7(a) and/or Section 2.8(a) hereof. Any Purchaser shall receive its Pro Rata Share of any such prepayment.

Mandatory Prepayment. The Borrowers (or, subject to Clause 29.2, each Affected Borrower) shall be obliged to prepay the Relevant Amount: (a) Issuers shall be required if a Borrower transfers, assigns or novates its rights and obligations under the Shipbuilding Contract to repay in full which it is a party before the outstanding principal amount of the Loans, and all accrued interest thereon and the applicable prepayment fee (as specified below) upon the occurrence of any of the following events:Delivery Date relative to its Ship; or (ib) Concurrently with in the case of a sale at any Change of Controltime after the Delivery Date relative to that Ship, together with payment of the prepayment fee (as specified in Section 2.7(a) above); provided that if the Change of Control occurs prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of the principal amount of the Notes. No less than five (5) Business Days prior to any proposed Change of Control, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the transaction that constitutes the proposed Change of Control and stating on or before the date on which the Change sale is completed by delivery of Control shall occur.that Ship to the buyer; or (c) in the case of a Total Loss, on the earlier of the date falling 180 days after the Total Loss Date and the date of receipt by the Security Trustee of the proceeds of insurance relating to such Total Loss; (d) if any of the following occurs, unless otherwise instructed by the Facility Agent (acting on the instructions of the Lenders): (i) any of the events specified in Article XI (Buyer’s default) of any Shipbuilding Contract occurs; or (ii) Upon any Refund Guarantee is repudiated, cancelled, rescinded or otherwise terminated or expires (other than by the effective date return of such Refund Guarantee to the Builder and/or the Refund Guarantor following the delivery to the relevant Borrower of the expirationrelevant Ship) or the Refund Guarantor becomes subject to bankruptcy, termination re-organization, dissolution, insolvency, winding-up or repeal of a Cannabis Act, if such expiration, termination or repeal has a Material Adverse Effect, together with payment of the prepayment fee (as specified any similar event those described in Section 2.7(a) aboveClause 19.1(g). If known, then no less than five (5) Business Days prior to and if unknown, then promptly after any expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the applicable expiration, termination or repeal and stating the date on which the mandatory prepayment shall occur. For the avoidance of doubt, there shall be no prepayment fee in the event that the expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect occurs prior to the first anniversary of the Agreement Date.; or (iii) Upon any Underlying Document is cancelled, terminated, rescinded or suspended or otherwise ceases to remain in force for any reason; or (iv) any Underlying Document is amended or varied without the occurrence prior written consent of the Lenders except for any amendment or variation permitted by this Agreement or any other relevant Finance Document; or (v) a Ship has not for any reason been delivered to, and accepted by, the Borrower which is the buyer thereof under the relevant Shipbuilding Contract by the end of the applicable Availability Period; or (vi) there is a change in the legal (other than in the case of a Dropdown) or ultimate beneficial ownership or control of any Event Borrower, subject to Clause 19.1(m), or the Guarantor or, following a Dropdown, the Substitute Guarantor from that disclosed to the Facility Agent on or before the date of Default which results this Agreement; or (vii) following a Dropdown, there is a change in the acceleration of amounts due under the Notes, together with payment legal or ultimate beneficial ownership or control of the prepayment fee (as specified in Section 2.7(a) aboveAffected Borrower, subject to Clause 19.1(m); provided , from that if the Event of Default occurs prior disclosed to the first anniversary Facility Agent on or before the date of the Agreement Date, then the prepayment fee shall equal 4.0% of the principal amount of the Notesrelevant Dropdown. (b) Any prepayment required under this Section 2.8 shall be accompanied by the prepayment fee, if any, set forth in Section 2.7(a) and/or Section 2.8(a) hereof. Any Purchaser shall receive its Pro Rata Share of any such prepayment.

Mandatory Prepayment. (ai) Issuers The Borrower will immediately prepay the Revolving Loans within 1 Business Day at any time that the aggregate principal amount of all Revolving Loans plus the outstanding amount of all Letter of Credit Obligations exceeds the lesser of (A) the Total Revolving Credit Commitment, and (B) the Borrowing Base, to the full extent of any such excess. On each day that any Revolving Loans or Letter of Credit Obligations are outstanding, the Borrower shall hereby be deemed to represent and warrant to the Agents and the Lenders that the Borrowing Base calculated as of such day equals or exceeds the aggregate principal amount of all Revolving Loans and Letter of Credit Obligations outstanding on such day. If at any time after the Borrower has complied with the first sentence of this Section 2.05(c)(i), the aggregate Letter of Credit Obligations is greater than the lesser of (x) the Total Revolving Credit Commitment, and (y) the then current Borrowing Base, the Borrower shall provide cash collateral to the Administrative Agent in an amount equal to 105% of such excess, which cash collateral shall be required deposited in the Letter of Credit Collateral Account and, provided that no Event of Default shall have occurred and be continuing, returned to repay in full the Borrower, at such time as the aggregate Letter of Credit Obligations plus the aggregate principal amount of all outstanding Revolving Loans no longer exceeds the then current Borrowing Base. (ii) The Borrower will immediately prepay the outstanding principal amount of the Loans, and all accrued interest thereon and the applicable prepayment fee (as specified below) upon the occurrence of any of the following events: (i) Concurrently with any Change of Control, together with payment of the prepayment fee (as specified in Section 2.7(a) above); provided that if the Change of Control occurs prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of the principal amount of the Notes. No less than five (5) Business Days prior to any proposed Change of Control, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the transaction that constitutes the proposed Change of Control and stating the date on which the Change of Control shall occur. (ii) Upon the effective date of the expiration, termination or repeal of a Cannabis Act, if such expiration, termination or repeal has a Material Adverse Effect, together with payment of the prepayment fee (as specified in Section 2.7(a) above). If known, then no less than five (5) Business Days prior to and if unknown, then promptly after any expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the applicable expiration, termination or repeal and stating the date on which the mandatory prepayment shall occur. For the avoidance of doubt, there shall be no prepayment fee Term Loan in the event that the expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect occurs prior to the first anniversary of the Agreement DateTotal Revolving Credit Commitment is terminated for any reason. (iii) Upon the occurrence of any Event of Default which results The Administrative Agent shall on each Business Day apply all funds transferred to or deposited in the acceleration of amounts due under Administrative Agent's Account, to the Notespayment, together with payment in whole or in part, of the prepayment fee (as specified in Section 2.7(a) above); provided that if the Event of Default occurs prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of the outstanding principal amount of the NotesRevolving Loans. (biv) Any prepayment required under this Within 10 days of delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 2.8 shall be accompanied by 7.01(a)(iii), commencing with the prepayment feedelivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended December 31, 2006 or, if anysuch financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii), set forth 10 days after the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii), the Borrower shall prepay the outstanding principal amount of the Loans in an amount equal to (A) the greater of (x) 50% of Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year, and (y) 50% of North American Excess Cash Flow of the Parent and its North American Subsidiaries for such Fiscal Year, minus (B) the amount of all voluntary prepayments of the Term Loan made during such period pursuant to Section 2.7(a2.05(b)(ii). (v) and/or Within 1 Business Day of delivery to the Agents and the Lenders of the Borrowing Base Certificate pursuant to Section 2.8(a) hereof. Any Purchaser shall receive its Pro Rata Share 7.01(a), the Borrower will immediately prepay the outstanding principal amount of the Loans to the extent that the outstanding principal amount of the Term Loan, plus the aggregate outstanding principal amount of all Revolving Loans, plus the aggregate outstanding amount of all Letter of Credit Obligations exceeds the aggregate amount of Collections from Accounts Receivable of the Borrower and the Domestic Guarantors during the 150 days immediately preceding such date, to the full extent of any such prepaymentexcess. (vi) Within 1 Business Day of the receipt of any proceeds of any Disposition by the Parent or any of its Domestic Subsidiaries and within 3 Business Days of the receipt of any proceeds of any Disposition by any Foreign Subsidiary of the Parent, in each case other than a Permitted Disposition (other than a Permitted Disposition of the type described in clauses (a), (b), and (q) of the definition of Permitted Dispositions), the Borrower shall prepay the outstanding principal amount of the Loans in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed $250,000 for all such Dispositions in any Fiscal Year. Nothing contained in this subsection (vi) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than a Permitted Disposition. (vii) Within 1 Business Day of the receipt of any proceeds of any issuance or incurrence by the Parent or any of its Domestic Subsidiaries of any Indebtedness and within 3 Business Days of the receipt of any proceeds of any issuance or incurrence by any Foreign Subsidiary of any Indebtedness (in each case, other than Indebtedness referred to in clauses (a) - (j) and (m) - (r) of the definition of Permitted Indebtedness), the Borrower shall prepay the Loans in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this subsection (vii) shall not be deemed to be implied consent to any such issuance or incurrence otherwise prohibited by the terms and conditions of this Agreement. (viii) Within 1 Business Day of the sale or issuance by the Parent or any of its Domestic Subsidiaries of any shares of its Capital Stock and within 3 Business Days of the sale or issuance by any Foreign Subsidiary of any shares of its Capital Stock (in each case, other than issuances of (A) common Capital Stock by any Subsidiary of the Parent to its parent, (B) the Series A Preferred Stock or the Series B Preferred Stock, or (C) common Capital Stock of the Parent issued upon conversion of the Senior Convertible Notes in accordance with the Indenture for the 10% Senior Convertible Notes), the Borrower shall prepay the Loans in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this subsection (viii) shall not be deemed to be implied consent to any such sale or issuance otherwise prohibited by the terms and conditions of this Agreement. (ix) Within 1 Business Day of the receipt by the Parent or any of its Domestic Subsidiaries of any Extraordinary Receipts and within 3 Business Days of the receipt by any Foreign Subsidiary of the Parent of any Extraordinary Receipts, the Borrower shall prepay the outstanding principal of the Loans in an amount equal to 100% of such Extraordinary Receipts, net of any reasonable expenses incurred in collecting such Extraordinary Receipts, to the extent that the aggregate amount of Extraordinary Receipts received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed $250,000 for all such Extraordinary Receipts in any Fiscal Year.

Mandatory Prepayment. (a) Issuers shall be required If the CONTRACT is terminated by the BORROWER before completion, then on the next INTEREST PAYMENT DATE following such event the BORROWER will prepay to repay EDC the amount ADVANCED by EDC to the BORROWER in full the outstanding principal amount excess of the Loans, and all accrued interest thereon and purchase price of vehicles purchased pursuant to the applicable prepayment fee (as specified below) upon the occurrence of any of the following events: (i) Concurrently with any Change of Control, together with payment of the prepayment fee (as specified in Section 2.7(a) above); provided that if the Change of Control occurs CONTRACT prior to the first anniversary of the Agreement Datetermination, then the prepayment fee shall equal 4.0% of the principal amount of the Notes. No less than five (5) Business Days prior to any proposed Change of Controlplus, Issuers will deliver a written notice to the Administrative Agent in each case, accrued interest and each of the Purchasers describing the transaction that constitutes the proposed Change of Control and stating the date on which the Change of Control shall occur. (ii) Upon the effective date of the expiration, termination or repeal of a Cannabis Act, if such expiration, termination or repeal has a Material Adverse Effect, together with payment of the prepayment fee (as specified in Section 2.7(a) above). If known, then no less than five (5) Business Days prior to and if unknown, then promptly after any expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the applicable expiration, termination or repeal and stating the date on which the mandatory prepayment shall occur. For the avoidance of doubt, there shall be no prepayment fee in the event that the expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect occurs prior to the first anniversary of the Agreement Date. (iii) Upon the occurrence of any Event of Default which results in the acceleration of amounts due under the Notes, together with payment of the prepayment fee (as specified in Section 2.7(a) above); provided that if the Event of Default occurs prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of the principal amount of the Notesall other charges payable hereunder. (b) Any If the BORROWER exercises the BUY-BACK RIGHT before completion of the CONTRACT, then on the later of the next INTEREST PAYMENT DATE following such event and the INTEREST PAYMENT DATE following receipt by the BORROWER from the SELLER of such sums of money as the BORROWER is entitled to receive from the SELLER pursuant to the exercise of the BUY-BACK RIGHT the BORROWER will repay to EDC the amount of Tranche "A" funds ADVANCED by EDC to the BORROWER in respect of each vehicle subject to the BUY-BACK RIGHT, plus, in each case accrued interest with respect to Tranche "A" and all other charges payable hereunder. (c) THE BORROWER shall give notice of its intention to make a prepayment required pursuant to Section 4.10(a) or (b) not less than ninety (90) days prior to such prepayment, which notice will be irrevocable and will constitute the BORROWER's undertaking to prepay accordingly or in lieu of giving ninety (90) days notice of prepayment, the BORROWER may pay to EDC, in addition to any other amounts payable under this Section 2.8 shall be accompanied by 4.10, an additional amount equal to ninety (90) days interest on the prepayment fee, if any, principal amount being prepaid calculated at the rate per annum set forth out in Section 2.7(aSections 4.02(a) and/or Section 2.8(aand (b) hereof. Any Purchaser shall receive its Pro Rata Share . (d) Prepaid amounts will be applied to installments in inverse order of any such prepaymenttheir due dates.

Mandatory Prepayment. (a) Issuers If the Term Loan Principal Debt ever exceeds (i) the Initial Term Loan Commitment prior to the Loan Date for any Additional Term Loan, or (ii) after the Loan Date for any Additional Term Loan, the aggregate amount of all Loans funded under the Term Loan, then Borrowers shall be required to repay promptly prepay the Term Loan Principal Debt in full the outstanding amount of that excess, together with all accrued and unpaid interest on the principal amount prepaid. (b) If the Revolving Loan Principal Debt ever exceeds the lesser of the LoansRevolving Loan Commitment and the Borrowing Base Amount, and then Borrowers shall promptly prepay the Revolving Loan Principal Debt in the amount of such excess, together with all accrued and unpaid interest thereon and on the principal amount prepaid. (c) At Agent’s election, the following amounts may either be applied to the Obligation in accordance with Section 3.3 or retained by the applicable prepayment fee (as specified below) upon the occurrence of any of the following eventsBorrower: (i) Concurrently with all Net Proceeds from the disposition of any Change of Controlasset whether or not permitted by Section 9.9 (other than dispositions permitted under Section 9.9(a), together with payment of the prepayment fee (as specified in Section 2.7(ab) aboveor (c)); provided that if the Change of Control occurs prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of the principal amount of the Notes. No less than five (5) Business Days prior to any proposed Change of Control, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the transaction that constitutes the proposed Change of Control and stating the date on which the Change of Control shall occur.and (ii) Upon the effective date all Insurance Proceeds (other than business interruption Insurance Proceeds) and Eminent Domain Proceeds that relate to any Borrower’s assets and that Lender is entitled to receive under Section 8.12 (other than Insurance Proceeds used to restore or replace assets of the expiration, termination or repeal of a Cannabis Act, if such expiration, termination or repeal has a Material Adverse Effect, together with payment of the prepayment fee (any Borrower as specified in permitted under Section 2.7(a) above8.12(c). If known, then no less than five (5) Business Days prior to and if unknown, then promptly after any expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the applicable expiration, termination or repeal and stating the date on which the mandatory prepayment shall occur. For the avoidance of doubt, there shall be no prepayment fee in the event that the expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect occurs prior to the first anniversary of the Agreement Date). (iiid) Upon the occurrence of any Event of Default which results Amounts repaid or prepaid in the acceleration of amounts due under the Notes, together with payment respect of the prepayment fee (as specified in Section 2.7(a) above); provided that if the Event of Default occurs prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of the principal amount of the NotesTerm Notes may not be re‑borrowed without Lender’s written consent. (be) On each Excess Cash Flow Prepayment Date immediately following the end of each fiscal quarter, beginning with the fiscal quarter ending December 31, 2013 (provided that for the first such fiscal quarter calculation shall be for the period from the Closing Date through December 31, 2013) and continuing until the Principal Debt is paid in full, if Borrowers achieve Excess Cash Flow with respect to any fiscal quarter that is greater than zero dollars ($0.00), then Borrowers shall prepay the Principal Debt in an amount equal to (i) from and after the Closing Date until April 17, 2015, thirty three percent (33%) of such Excess Cash Flow and (ii) thereafter, fifty percent (50%) of such Excess Cash Flow. (f) Any prepayment required under this Section 2.8 and all prepayments by Borrowers pursuant to Sections 2.4(c) or (e) shall be accompanied by applied first to reduce the prepayment fee, if any, set forth Revolving Loan Principal Debt unless and until the Revolving Loan Principal Debt has been repaid in Section 2.7(a) and/or Section 2.8(a) hereof. Any Purchaser shall receive its Pro Rata Share of any such prepaymentfull and then to the Term Loan Principal Debt.

Mandatory Prepayment. Upon Lender's demand, Borrowers shall -------------------- immediately prepay the Loans in full, including all principal, accrued interest, and expenses (a"Mandatory Prepayments") Issuers , all of which shall be required --------------------- made upon Lender's demand and shall not be subject to repay any prepayment premium: (i) If, prior to the completion of the installation of the subject Equipment for which an Advance has been made, the Borrowers fail to satisfy its purchase obligations under the related Purchase Agreement or terminate the related Purchase Agreement, at Lender's option Borrower shall prepay the Loans in full full, including all principal, accrued interest, and expenses, within five (5) Business Days of Lender's demand. (ii) If (i) the percentage of the aggregate amount of all Advances made hereunder to finance the purchase of NTI Equipment and services under the NTI Purchase Agreement, as of the Financing Termination Date, is less than sixty percent 16 (60%) of the total amount of Advances made hereunder (excluding Capitalized Interest) of (ii) the percentage of the aggregate amount of all Advances made hereunder to finance the buildout, construction and equipping of Co-Location Sites ever exceeds eighteen and ten one hundredths percent (18.10%) of the aggregate of the principal amount of all Advances made hereunder (excluding Capitalized Interest), then Borrower shall pay to Lender sufficient amounts to reduce the outstanding principal amount of the Loans, and all accrued interest thereon and the applicable prepayment fee (as specified below) upon the occurrence of any of the following events: (i) Concurrently with any Change of Control, together with payment of the prepayment fee (as specified in Section 2.7(a) above); provided that if the Change of Control occurs prior Note to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of the a principal amount of the Notes(excluding Capitalized Interest) necessary so as to comply with Section 2.01. No less than five (5) Business Days prior to any proposed Change of Control, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the transaction that constitutes the proposed Change of Control and stating the date on which the Change of Control shall occur. (ii) Upon the effective date of the expiration, termination or repeal of a Cannabis Act, if Any such expiration, termination or repeal has a Material Adverse Effect, together with payment of the prepayment fee (as specified in Section 2.7(a) above). If known, then no less than five (5) Business Days prior to and if unknown, then promptly after any expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the applicable expiration, termination or repeal and stating the date on which the mandatory prepayment shall occur. For the avoidance of doubt, there shall be no prepayment fee in the event that the expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect occurs prior to the first anniversary of the Agreement Date. (iii) Upon the occurrence of any Event of Default which results in the acceleration of amounts due under the Notes, together with payment of the prepayment fee (as specified in Section 2.7(a) above); provided that if the Event of Default occurs prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of the principal amount of the Notes. (b) Any prepayment required Mandatory Prepayments under this Section 2.8 ------------ ------- 2.04(b)(ii) shall be accompanied by deemed to be applied first to pay the prepayment feeamounts ----------- of Advances made for purposes other than the purchase of NTI Equipment, if any, and shall otherwise be applied as set forth in Section 2.7(a) and/or Section 2.8(a------- 2.04(c) hereof. Any Purchaser shall receive its Pro Rata Share of any such prepayment.-------

Mandatory Prepayment. (a) Issuers If the Ship is sold or becomes a Total Loss, the Borrower shall be required to repay in full prepay the aggregate outstanding principal amount of the Loans, and all accrued interest thereon and the applicable prepayment fee Loan. (as specified belowb) upon the occurrence of any of the following events: If (i) Concurrently the Borrower shall not have (A) elected Option B in accordance with any Change of Controlthe first proviso to Clause 7.1 and (B) delivered to the Agent, together with payment of the prepayment fee (as specified in Section 2.7(a) above); provided that if the Change of Control occurs at least twenty Business Days prior to the first anniversary of the Agreement Actual Drawdown Date, then an irrevocable notice of its election to continue the prepayment fee term of the Loan beyond such anniversary and, on or before such anniversary, a written appraisal report prepared by the Broker stating the Fair Market Value of the Ship as of such anniversary, which Fair Market Value shall equal 4.0not be less than 140% of the sum of the aggregate outstanding principal amount of the Notes. No less than five (5) Business Days prior to any proposed Change of ControlLoan, Issuers will deliver a written notice plus all accrued and unpaid interest thereon, plus all other amounts due and payable by the Borrower pursuant to the Administrative Agent Finance Documents as of such anniversary, and each which report shall otherwise be in form and substance satisfactory to the Agent, or (ii) either the Borrower or the Guarantor shall not have paid all fees due and payable by it pursuant to this Agreement and the Finance Documents on or before such anniversary, the Borrower shall prepay the aggregate outstanding principal amount of the Purchasers describing Loan. (c) The Borrower shall make each mandatory prepayment pursuant to this Clause 7.4: (i) in the transaction that constitutes case of the proposed Change sale of Control and stating the Ship requiring a prepayment pursuant to Clause 7.4(a), on or before the date on which the Change sale is completed by delivery of Control shall occur.the Ship to the buyer; or (ii) Upon in the effective case of a Total Loss of the Ship requiring a prepayment pursuant to Clause 7.4(a), on the earlier of the date falling 180 days after the Total Loss Date and the date of receipt by the expiration, termination Security Trustee or repeal of a Cannabis Act, if such expiration, termination or repeal has a Material Adverse Effect, together with payment the Borrower of the prepayment fee (as specified in Section 2.7(a) above). If known, then no less than five (5) Business Days prior proceeds of insurance relating to and if unknown, then promptly after any expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the applicable expiration, termination or repeal and stating the date on which the mandatory prepayment shall occur. For the avoidance of doubt, there shall be no prepayment fee in the event that the expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect occurs prior to the first anniversary of the Agreement Date.such Total Loss; (iii) Upon the occurrence of any Event of Default which results in the acceleration case of amounts due under (A) the Notes, together Borrower’s failure to elect Option B in accordance with payment of the prepayment fee (as specified in Section 2.7(a) above); provided that if the Event of Default occurs prior to the first anniversary of proviso to Clause 7.1 and to deliver the Agreement Date, then irrevocable notice and the prepayment fee shall equal 4.0% of written appraisal report described in Clause 7.4(b) or (B) the principal amount of Borrower’s or the Notes. (b) Any prepayment required under this Section 2.8 shall be accompanied by Guarantor’s failure to pay the prepayment fee, if any, set forth fees described in Section 2.7(a) and/or Section 2.8(a) hereof. Any Purchaser shall receive its Pro Rata Share of any such prepayment.Clause

Mandatory Prepayment. (a) Issuers In the event that a Borrowing Base Property (or any Separate Parcel that originally formed a part of a Borrowing Base Property) is sold, transferred or released from the restrictions of Section 5.11 hereof, in accordance with this Agreement, the Borrower shall simultaneously with such sale, transfer or release, prepay an amount equal to in the event of a sale or transfer, 100% of the net proceeds of such sale or transfer or in the event of a release, such amount as shall be required for the Borrower to repay remain in full compliance with this Agreement. Notwithstanding the outstanding principal amount foregoing, a simultaneous like-kind exchange under Section 1031 of the Internal Revenue Code will not be subject to the provisions of this Section 2.9(a) provided that the exchanged property has qualified as a New Acquisition and any "boot" associated therewith shall be applied to prepayment of the Loans, and all accrued interest thereon and the applicable prepayment fee (as specified below) upon the occurrence of any of the following events: (i) Concurrently with any Change of Control, together with payment of the prepayment fee (as specified in Section 2.7(a) above); provided that if the Change of Control occurs prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of the principal amount of the Notes. No less than five (5) Business Days prior to any proposed Change of Control, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the transaction that constitutes the proposed Change of Control and stating the date on which the Change of Control shall occur. (ii) Upon the effective date of the expiration, termination or repeal Sale of a Cannabis Act, if such expiration, termination or repeal has a Material Adverse Effect, together with payment property in violation of the prepayment fee (as specified in this Section 2.7(a) above). If known, then no less than five (5) Business Days prior to and if unknown, then promptly after any expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the applicable expiration, termination or repeal and stating the date on which the mandatory prepayment 2.9 shall occur. For the avoidance of doubt, there shall be no prepayment fee in the event that the expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect occurs prior to the first anniversary of the Agreement Date. (iii) Upon the occurrence of any constitute an Event of Default which results in the acceleration of amounts due under the Notes, together with payment of the prepayment fee (as specified in Section 2.7(a) above); provided that if the Event of Default occurs prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of the principal amount of the NotesDefault. (b) Any prepayment required under pursuant to this Section 2.8 2.9 shall be accompanied by applied first to any Base Rate Loans then outstanding, then to any Euro-Dollar Loans with the shortest remaining Interest Periods. In connection with the prepayment feeof a Euro-Dollar Loan prior to the maturity thereof, the Borrower shall also pay any applicable expenses pursuant to Section 2.12. Each such prepayment shall be applied to prepay ratably the Loans of the Banks. Notwithstanding the foregoing, in the event any Mandatory Prepayment Event would result in the Borrower incurring expenses pursuant to Section 2.12, at Borrower's written request to be delivered on the date of any prepayment pursuant to this Section 2.9 (if 30 36 Borrower fails to deliver such a request, then such expenses pursuant to Section 2.12, if any, set forth shall be immediately due and payable), the Agent shall create an interest-bearing escrow account with Agent or Agent's designee to receive funds that would have been applied to pre-pay Euro-Dollar Loans prior to the end of the applicable Interest Periods, which funds will be held by Agent or Agent's designee until the earlier of (x) an Event of Default hereunder (in which event such funds shall be immediately applied without notice to the outstanding Euro-Dollar Loans) or (y) such time as an Interest Period shall end whereupon the Agent shall apply such funds to pay the Euro-Dollar Loan relating to such expiring Interest Period or (z) Agent has received a Notice of Borrowing with respect to such escrowed funds together with a certificate of the Borrower's chief financial officer or chief accounting officer certifying that upon the distribution of such funds to Borrower as new Loans, the Borrower will be in compliance with the requirements of Section 5.9 and containing information required by Section 5.1(c)(i) and (ii) hereof to establish such compliance. (c) Any event referred to in Section 2.7(a2.9(a) and/or that results in a required prepayment of the Loans pursuant to this Section 2.8(a) hereof. Any Purchaser 2.9 shall receive its Pro Rata Share of any such prepaymentbe referred to as a "Mandatory Prepayment Event".

Mandatory Prepayment. (a) Issuers shall be required to repay in full the outstanding principal amount of the Loans, and all accrued interest thereon and the applicable prepayment fee (as specified below) upon the occurrence of any of the following events: (i) Concurrently with any Change of Control, together with payment of the prepayment fee (as specified in Section 2.7(a) above); provided that if the Change of Control occurs prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of the principal amount of the Notes. No less than five (5) Business Days prior to any proposed Change of Control, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the transaction that constitutes the proposed Change of Control and stating the date on which the Change of Control shall occur. (ii) Upon the effective date of the expiration, termination or repeal of a Cannabis Act, if such expiration, termination or repeal has a Material Adverse Effect, together with payment of the prepayment fee (as specified in Section 2.7(a) above). If known, then no less than five (5) Business Days prior to and if unknown, then promptly after any expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the applicable expiration, termination or repeal and stating the date on which the mandatory prepayment shall occur. For the avoidance of doubt, there shall be no prepayment fee in the event that the expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect occurs prior to the first anniversary of the Agreement Date. (iii) Upon the occurrence of any Event of Default which results has occurred and is continuing, then Lender may declare the outstanding Principal Amount of the Loan as of the date of the Prepayment Event Date plus any accrued and unpaid interest thereon to be immediately due and payable hereunder, in whole but not in part, to the acceleration of extent permitted by law, together, if applicable, with the (A) Final Payment Premium, (B) any additional amounts due under the Notesin respect thereof pursuant to Section 3.02(b), and (C) all other Obligations then outstanding together with payment of the prepayment fee (as specified all other amounts in Section 2.7(a) above); provided that if the Event of Default occurs prior respect thereof to the first anniversary Lender Account, and the provisions of the Agreement Date, then the prepayment fee this Section 3.02 shall equal 4.0% of the principal amount of the Notesapply. (b) Any In connection with the prepayment required in full of the Loan outstanding, any unpaid amounts in respect of such prepaid Loan not consisting of principal or Fixed Interest (i.e., any unpaid amounts for indemnification, default interest, expense reimbursement and other amounts not consisting of principal or interest) shall be immediately due and payable. (c) The date of prepayment of the Loan and any other amounts due to Lender under this Section 2.8 3.02, shall be accompanied by [****] Business Day not more than [****] Business Days following the date the Prepayment Trigger has occurred. Not less than [****] Business Days prior to such prepayment feedate, if any, set forth Borrower shall provide to Lender a Notice of Prepayment showing the calculation of the amount to be prepaid and all other amounts payable in connection therewith under this Section 2.7(a) and/or Section 2.8(a) hereof3.02. Any Purchaser Such Notice of Prepayment shall receive its Pro Rata Share of any constitute Borrower’s irrevocable commitment to prepay the Loan outstanding and all such prepaymentother amounts on such prepayment date.

Mandatory Prepayment. Not later than 15 days after the closing of any public or private sale by the Company of its equity except for Exempt Sales (a) Issuers as defined below), the Company shall be required to repay in full prepay 100% of the outstanding principal amount Notes plus any accrued and unpaid interest to the date of the Loanssuch prepayment, and all accrued interest thereon and the applicable prepayment fee (as specified below) upon the occurrence of any of the following events: provided, however, that (i) Concurrently with if any Change such prepayment is made on or before June 30, 2009, such prepayment shall include a prepayment premium of Control, together with payment of the prepayment fee (as specified in Section 2.7(a) above); provided that if the Change of Control occurs prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.05% of the principal amount prepaid amount, and (ii) if any such prepayment is made after June 30, 2009 and on or before June 30, 2010, such prepayment shall include a prepayment premium of 3% of the Notesprepaid amount, and provided, further, that any such prepayment made pursuant to subclause (i) or (ii) of this Section 1.3 shall include accrued interest on the amount so prepaid. No less than five For the purposes of this Section 1.3, “Exempt Sales” shall mean the issuance of shares of Common Stock and/or options, warrants or other Common Stock purchase rights and the Common Stock issued pursuant to such options, warrants or other rights (5as adjusted for any stock dividends, combinations, splits, recapitalizations and the like after the date hereof) Business Days prior issued or to any proposed Change of Controlbe issued after the date hereof (i) to employees, Issuers will deliver a written notice officers or directors of, or consultants or advisors to the Administrative Agent Company or any subsidiary, pursuant to stock purchase, stock option or employee benefit plans or other arrangements that are approved by the board of directors of the Company; (ii) upon conversion of any options, warrants or other rights to acquire shares of Common Stock that are outstanding on the day immediately preceding the date hereof, provided, however, that the terms of such options, warrants or rights are not amended, modified or changed on or after the date hereof; or (iii) in connection with shares of Common Stock issued as consideration for the acquisition of another company or business in which the shareholders of the Company do not have a majority ownership interest, which acquisition has been approved by the board of directors of the Company and provided that after giving effect to such acquisition the Company is the surviving entity. The Company, the Purchaser and certain directors of the Company have entered into the transactions described in Exhibit A attached to that certain Waiver Letter No. 1, or transactions substantially similar thereto (collectively, the “Initial Transaction”). The Company and each of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (“▇▇▇▇▇▇▇”) and ▇▇▇ ▇. ▇▇▇▇▇ (“Isgur”) now intend to enter into an additional transaction (the Purchasers describing “Additional Transaction” and together with the transaction Initial Transaction, the “Transactions”) pursuant to which ▇▇▇▇▇▇▇ would purchase and the Company would issue 471,700 shares of common stock and Isgur would purchase and the Company would issue 94,340 shares of common stock, all on substantially the same terms and conditions as ▇▇▇▇▇▇▇ and ▇▇▇▇▇ purchased and the Company issued shares of common stock in connection with the Initial Transaction, except that constitutes the proposed Change per share purchase price applicable to the Additional Transaction will be $1.06. In order to carry out the Transactions, the Company hereby requests that the Purchaser waive the application of Control and stating the date on which the Change of Control shall occur. (ii) Upon the effective date Section 4.2 of the expiration, termination or repeal of a Cannabis Act, if such expiration, termination or repeal has a Material Adverse Effect, together with payment Note and Warrant Purchase Agreements and Section 1.3 of the prepayment fee (as specified Notes only in Section 2.7(a) above)respect of the Transactions. If knownThe Purchase Documents, then no less than five (5) Business Days prior to and if unknown, then promptly after any expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect, Issuers will deliver a written notice except to the Administrative Agent and each extent of the Purchasers describing the applicable expirationwaiver specifically provided for herein, termination or repeal are and stating the date on which the mandatory prepayment shall occurcontinue to be in full force and effect and are hereby in all respects ratified and confirmed. For the avoidance of doubt, there This Waiver Letter No. 2 shall be no prepayment fee effective to implement the waiver described herein. The execution, delivery and effectiveness of this Waiver Letter No. 2 shall not, except as expressly provided herein, operate as a waiver or amendment of any right, power or remedy of the Purchaser under the Purchase Documents, nor constitute a waiver or amendment of any other provision of the Purchase Documents. To acknowledge your waiver of the above-described provisions of the Purchase Documents in connection with the Transactions, please countersign this letter in the event that the expirationspace provided below and return a counterpart of this Letter Amendment No. 2 to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, termination or repeal of a Cannabis Act that has a Material Adverse Effect occurs prior to the first anniversary of the Agreement DateGeneral Counsel, ▇▇▇▇▇▇. ▇▇▇, Inc., ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, fax: (iii▇▇▇) Upon the occurrence of any Event of Default which results in the acceleration of amounts due under the Notes▇▇▇-▇▇▇▇, together with payment of the prepayment fee (as specified in Section 2.7(a) above); provided that if the Event of Default occurs prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of the principal amount of the Notesemail: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇. (b) Any prepayment required under this Section 2.8 shall be accompanied by the prepayment fee, if any, set forth in Section 2.7(a) and/or Section 2.8(a) hereof. Any Purchaser shall receive its Pro Rata Share of any such prepayment▇▇▇.

Mandatory Prepayment. (a) Issuers The Borrower shall be required to repay apply, or procure the application of, 50 per cent. of Excess Cash Flow (if any) in full the outstanding principal amount respect of each of the Loans, and all accrued interest thereon and the applicable prepayment fee (as specified below) upon the occurrence of any Six Month Periods of the following eventsBorrower ending on 30 June and 31 December in each year (commencing with the Six Month Period ending 30 June 2001) in prepayment of the Loan provided that the firstoe10,000,000 which the Borrower would, but for this proviso, have been obliged so to apply or procure the application of may be retained by the Borrower (but without prejudice to the operation of this clause 6.5 (a) in respect of all other relevant amounts). (b) Each prepayment to be made under paragraph (a) above shall: (i) Concurrently with any Change of Control, together with payment be made on Interest Payment Dates falling after the date upon which the Quarterly Management Accounts in respect of the prepayment fee (as specified in Section 2.7(a) above); provided that if Quarterly Period ending on the Change last day of Control occurs prior the relevant Six Month Period are delivered to the Agent pursuant to clause 10.1(g), beginning with the first anniversary of the Agreement Date, then such date and continuing until the prepayment fee shall equal 4.0% obligation under paragraph (a) above in respect of the principal amount of the Notes. No less than five (5) Business Days prior to any proposed Change of Control, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the transaction that constitutes the proposed Change of Control and stating the date on which the Change of Control shall occur.such Six Month Period has been satisfied; and (ii) Upon the effective date if on any Interest Payment Date upon which an amount of Excess Cash Flow is to be applied in prepayment of the expiration, termination or repeal of a Cannabis Act, if Loan: (1) such expiration, termination or repeal has a Material Adverse Effect, together with payment amount is less than the amount of the Advances whose Interest Period ends on such date, the Borrower may select against which Advance or Advances the prepayment fee (as specified in Section 2.7(a) above). If known, then no less than five (5) Business Days prior is to be made and if unknown, then promptly after any expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect, Issuers will deliver a written notice to the Administrative Agent and each proportion of the Purchasers describing the applicable expiration, termination or repeal and stating the date relevant amount to be prepaid on which the mandatory prepayment each Advance but shall occur. For the avoidance of doubt, there shall be no prepayment fee in the event ensure that the expiration, termination full amount of such Excess Cash Flow required to be applied is so applied in prepayment; (2) such amount is equal to or repeal of a Cannabis Act that has a Material Adverse Effect occurs prior to greater than the first anniversary amount of the Agreement DateAdvances whose Interest Period ends on such date, the Borrower shall prepay each such Advance on such date. (iiic) Upon The Borrower's obligations under paragraphs (a) and (b) above shall cease in respect of the occurrence relevant Six Month Period and all future Six Month Periods if, in respect of any Event each of Default which results two consecutive Six Month Periods, Total TCN Group Debt on the last day of the relevant Six Month Period is less than 3.5 times Consolidated Annualised TCN Group Net Operating Cashflow calculated by reference to such Six Month Period, each as demonstrated in the acceleration of amounts due under Compliance Certificate for the Notes, together with payment Quarterly Period ending on the last day of the prepayment fee relevant Six Month Period. (as specified in Section 2.7(ad) above); provided If the Compliance Certificate for one Quarterly Period demonstrates that if Total TCN Group Debt on the Event of Default occurs prior relevant Quarter Day is less than 3.5 times Consolidated Annualised TCN Group Net Operating Cashflow calculated by reference to the first anniversary of the Agreement DateSix Month Period ending on such Quarter Day, then the prepayment fee shall equal 4.0% of the principal amount of the Notes. Borrower's obligations under paragraphs (a) and (b) Any prepayment required under this Section 2.8 above shall be accompanied suspended until the delivery of the Quarterly Management Accounts for the subsequent Quarterly Period (the "Subsequent Accounts") are delivered. If the Compliance Certificate in respect of that subsequent Quarterly Period also demonstrates that Total TCN Group Debt on the relevant Quarter Day is less than 3.5 times Consolidated Annualised TCN Group Net Operating Cashflow calculated by reference to the prepayment feeSix Month Period ending on such subsequent Quarter Day then such suspended obligations shall be extinguished; if not, if any, set forth then such suspended obligations shall take effect as of the date of delivery of the Subsequent Accounts but otherwise in Section 2.7(aaccordance with paragraphs (a) and/or Section 2.8(aand (b) hereof. Any Purchaser shall receive its Pro Rata Share of any such prepaymentabove.

Mandatory Prepayment. (ai) Issuers shall Allied Systems will, upon demand by the Administrative Agent (which demand may be made by the Administrative Agent or be required to repay be made at the request of the Required Lenders or the Required Revolving Lenders), immediately prepay the Revolving Loans at any time when the aggregate principal amount of all Revolving Loans plus the outstanding amount of all Letter of Credit Obligations exceeds the Borrowing Base, to the full extent of any such excess. On each day that any Revolving Loans or Letter of Credit Obligations are outstanding, Allied Systems shall hereby be deemed to represent and warrant to the Agents and the Senior Lenders that the Borrowing Base calculated as of such day equals or exceeds the aggregate principal amount of all Revolving Loans and Letter of Credit Obligations outstanding on such day. If at any time after Allied Systems shall have complied with the first sentence of this Section 2.05(c)(i), the aggregate Letter of Credit Obligations is greater than the then current Borrowing Base, Allied Systems shall provide cash collateral to the Administrative Agent in full an amount equal to 110% of such excess, which cash collateral shall be deposited in the Letter of Credit Collateral Account and, provided that no Event of Default shall have occurred and be continuing, returned to Allied Systems, at such time as the aggregate Letter of Credit Obligations plus the aggregate principal amount of all outstanding Revolving Loans no longer exceeds the then current Borrowing Base. (ii) Allied Systems will immediately prepay the outstanding principal amount of the Senior Term Loans in the event that the Total Revolving Credit Commitment is terminated for any reason. (iii) The Administrative Agent shall on each Business Day apply all funds transferred to or deposited in the Administrative Agent's Account, to the payment, in whole or in part, of the outstanding principal amount of the Revolving Loans. (iv) Within ten (10) days of delivery to the Agents and the Senior Lenders of audited annual financial statements pursuant to Section 7.01(a)(ii), commencing with the delivery to the Agents and the Senior Lenders of the financial statements for the Fiscal Year ended December 31, 2002 or, if such financial statements are not delivered to the Agents and the Senior Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(ii), ten (10) days after the date such statements are required to be delivered to the Agents and the Senior Lenders pursuant to Section 7.01(a)(ii), Allied Systems shall prepay the outstanding principal amount of the Senior Loans in an amount equal to 50% of the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year, provided, however, that (A) for the Fiscal Year ended December 31, 2002, the amount of Excess Cash Flow that will be applied to repay the Senior Loans shall be equal to (x) 50% of the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year multiplied by (y) a fraction (1) the numerator of which is equal to the number days from the Effective Date until December 31, 2002 and (2) the denominator of which is equal to 360 and (B) any payments required to be made under this paragraph (c)(iv) shall be applied as set forth in Section 2.05(d). Notwithstanding the foregoing provisions, if the excess of (AA) the Borrowing Base over (BB) the sum of the aggregate outstanding principal amount of all Revolving Loans and all accrued interest thereon Letter of Credit Obligations would be less than $15,000,000 immediately after giving effect to any prepayment required under this paragraph (c)(iv) (the amount by which such excess is less than $15,000,000, the "Availability Deficiency"), Allied Systems shall not be required to make any prepayment required under this paragraph (c)(iv) to the extent such payment results in an Availability Deficiency and the applicable Administrative Agent shall establish a reserve against the Borrowing Base in an amount equal to the amount that would have otherwise been payable by Allied Systems pursuant to this paragraph (c)(iv), with such prepayment fee amounts to be paid and such corresponding amount of the Borrowing Base reserve to be reduced from time to time if, immediately after giving effect thereto, no Availability Deficiency would exist. (as specified belowv) upon Within one (1) Business Day following any Disposition (other than a Disposition of the occurrence Capital Stock or assets of any Axis Entity) by any Loan Party or its Subsidiaries pursuant to Section 7.02(c)(ii), the Borrowers shall prepay the outstanding principal amount of the Senior Loans in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the Net Cash Proceeds received exceeds (A) $25,000 in any individual Disposition or (B) $1,000,000 in the aggregate for all Dispositions not paid to the Administrative Agent as a prepayment of the Senior Loans pursuant to this Section 2.05(a)(v). Within one (1) Business Day following events:the Disposition of the Capital Stock or assets of any Axis Entity by the Parent or any of its Subsidiaries pursuant to Section 7.02(c)(iii), the Borrowers shall prepay the outstanding principal amount of the Senior Loans in an amount equal to the lesser of (x) 100% of the Net Cash Proceeds received by the Parent or any of its Subsidiaries in connection with such Disposition and (y) the difference between (1) $5,000,000 and (2) the amount of Net Cash Proceeds from prior Dispositions of the Capital Stock or assets of any Axis Entity applied to repay the outstanding principal amount of the Senior Loans pursuant to this sentence prior to such date, provided, that such amount in this clause (2) shall not be less than zero. Nothing contained in this paragraph (v) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c). Any payments required to be made under this paragraph (v) shall be applied as set forth in Section 2.05(d). (vi) Within one (1) Business Day following the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Indebtedness referred to in clauses (a), (b), (c), (d), (e), (g), (h), (i), (j), (k) Concurrently with any Change of Control, together with payment and (l) of the prepayment fee definition of Permitted Indebtedness), or the sale or issuance by any Loan Party or any of its Subsidiaries of any shares of its Capital Stock (other than in connection with Capital Stock issued pursuant to the Parent's employee stock purchase plans or long term incentive plans), the Borrowers shall prepay the outstanding amount of the Senior Loans in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this paragraph (c)(vi) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. Any payments required to be made under this paragraph (c)(vi) shall be applied as specified set forth in Section 2.7(a2.05(d). (vii) aboveUpon the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts in excess of $200,000 in any one instance or $500,000 in the aggregate, the Borrowers shall prepay the outstanding principal of the Loans in an amount equal to 100% of such Extraordinary Receipts, net of any reasonable expenses incurred in collecting such Extraordinary Receipts. Any payments required to be made under this paragraph (c)(vii) shall be applied as set forth in Section 2.05(d); provided that if . (viii) Simultaneously with the Change receipt by any Loan Party or any of Control occurs its Subsidiaries of any foreign, United States, state or local tax refund (other than tax refunds received prior to the first anniversary of the Agreement Effective Date) in excess of $200,000 in any one instance or $500,000 in the aggregate, then the prepayment fee Borrowers shall prepay the outstanding amount of the Senior Loans in an amount equal 4.0to 100% of the principal amount of the Notesnet proceeds received. No less than five Any payments required to be made under this paragraph (5c)(viii) Business Days prior to any proposed Change of Control, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the transaction that constitutes the proposed Change of Control and stating the date on which the Change of Control shall occur. (ii) Upon the effective date of the expiration, termination or repeal of a Cannabis Act, if such expiration, termination or repeal has a Material Adverse Effect, together with payment of the prepayment fee (as specified in Section 2.7(a) above). If known, then no less than five (5) Business Days prior to and if unknown, then promptly after any expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the applicable expiration, termination or repeal and stating the date on which the mandatory prepayment shall occur. For the avoidance of doubt, there shall be no prepayment fee in the event that the expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect occurs prior to the first anniversary of the Agreement Date. (iii) Upon the occurrence of any Event of Default which results in the acceleration of amounts due under the Notes, together with payment of the prepayment fee (applied as specified in Section 2.7(a) above); provided that if the Event of Default occurs prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of the principal amount of the Notes. (b) Any prepayment required under this Section 2.8 shall be accompanied by the prepayment fee, if any, set forth in Section 2.7(a) and/or Section 2.8(a) hereof. Any Purchaser shall receive its Pro Rata Share of any such prepayment2.05(d).

Mandatory Prepayment. (ai) Issuers shall be required to repay in full If any Prepayment Trigger occurs, then Lender may declare the outstanding principal amount Principal Amount of the LoansLoan as of the date of the Prepayment Event Date plus any accrued and unpaid interest thereon to be immediately due and payable hereunder, in whole but not in part, to the extent permitted by law, together, if applicable, with any additional amounts due in respect thereof pursuant to clause (ii) below, and all accrued interest thereon other Obligations then outstanding together with all other amounts in respect thereof to the Lender Account, and the applicable prepayment fee (as specified belowprovisions of this Section 3.02(a) upon the occurrence of any of the following events: (i) Concurrently with any Change of Control, together with payment of the prepayment fee (as specified in Section 2.7(a) above); provided that if the Change of Control occurs prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of the principal amount of the Notes. No less than five (5) Business Days prior to any proposed Change of Control, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the transaction that constitutes the proposed Change of Control and stating the date on which the Change of Control shall occurapply. (ii) Upon Any prepayment of the effective Loan pursuant to Section 3.02(a)(i) shall include (A) with respect to any prepayment during the period commencing on the Closing Date and ending on April 30, 2022, all interest accruing or that would have accrued on the outstanding Principal Amount of the Loan during the period from the Prepayment Event Date until April 30, 2022 and (B) a prepayment premium equal to the amount indicated in the second column of the table below (determined as of the Prepayment Event Date): From the Closing Date to and including April 30, 2023 5.0% of the outstanding Principal Amount of the Loan as of the Prepayment Event Date From May 1, 2023 to and including April 30, 2024 2.5% of the outstanding Principal Amount of the Loan as at the Prepayment Event Date On and after May 1, 2024 1.0% of the outstanding Principal Amount of the Loan as at the Prepayment Event Date (iii) In addition to the amount in clause (ii) above, in connection with the prepayment in full of the Loan outstanding, any unpaid amounts in respect of such prepaid Loan not consisting of principal or Fixed Interest (i.e., any unpaid amounts for indemnification, tax gross-up, default interest, expense reimbursement and other amounts not consisting of principal or interest) shall be immediately due and payable. (iv) The date of the expiration, termination or repeal of a Cannabis Act, if such expiration, termination or repeal has a Material Adverse Effect, together with payment prepayment of the prepayment fee (as specified in Loan and any other amounts due to Lender under this Section 2.7(a) above3.02(a), shall be a Business Day not more than 10 Business Days following the date the Prepayment Trigger has occurred. If known, then no Not less than five (5) 5 Business Days prior to such prepayment date, Borrower shall provide to Lender a Notice of Prepayment showing the calculation of the amount to be prepaid and if unknown, then promptly after all other amounts payable in connection therewith under this Section 3.02(a). Such Notice of Prepayment shall constitute Borrower’s irrevocable commitment to prepay the Loan outstanding and all such other amounts on such prepayment date. (v) Notwithstanding anything in this Agreement or in any expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect, Issuers will deliver a written notice other Loan Document to the Administrative Agent and each of contrary, if the Purchasers describing Loan shall remain outstanding after the applicable expiration, termination or repeal and stating the date on which the mandatory prepayment shall occur. For the avoidance of doubt, there shall be no prepayment fee in the event that the expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect occurs prior to the first fifth (5th) anniversary of the Agreement Date. (iii) Upon initial issuance thereof and the occurrence of any Event of Default which results aggregate amount that would be includible in the acceleration gross income of amounts due a Lender with respect to the Loan (within the meaning of Section 163(i) of the Code or any successor provision) for the periods ending on or before any Interest Payment Date that occurs after such fifth (5th) anniversary (the “Aggregate Accrual”) would otherwise exceed an amount equal to the sum of (i) the aggregate amount of interest to be paid (within the meaning of Section 163 (i) of the Code) under the NotesLoan on or before such Interest Payment Date, together with payment and (ii) the product of (A) the issue price (as defined in Section 1273(b) of the prepayment fee Code) of the Loan and (as specified B) the yield to maturity (interpreted in accordance with Section 2.7(a163(i) aboveof the Code) of the Loan (such sum, the “Maximum Accrual”); provided , then Borrower shall pay on each applicable Interest Payment Date occurring after such fifth (5th) anniversary that if portion of the Event outstanding Principal Amount of Default occurs prior the Loan necessary to prevent the Loan from constituting an “applicable high yield discount obligation” within the meaning of Section 163(i) of the Code, up to an amount equal to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of the principal amount of the Notes. (b) Any prepayment required under this Section 2.8 shall be accompanied by the prepayment feeexcess, if any, set forth of the Aggregate Accrual over the Maximum Accrual (each such payment, the “AHYDO Payment”) and the amount of such AHYDO Payment and any interest thereon shall be treated for U.S. federal income tax purposes as an amount of interest to be paid (within the meaning of Section 163(i)(2)(B)(i) of the Code) under the Loan. This provision is intended to prevent the Loan from being classified as an “applicable high yield discount obligation,” as defined in Section 2.7(a163(i) and/or Section 2.8(a) hereof. Any Purchaser of the Code, and shall receive its Pro Rata Share of any such prepaymentbe interpreted consistently therewith.

Mandatory Prepayment. (ai) Issuers shall be required to repay in full The Borrowers will immediately prepay the outstanding Revolving Loans at any time when the aggregate principal amount of all Revolving Loans plus the Loansoutstanding amounts of all Letter of Credit Obligations exceeds the lesser of (A) the Available Commitment and (B) the Borrowing Base, to the full extent of any such excess. On each day that any Revolving Loans or Letter of Credit Obligations are outstanding, the Borrowers shall hereby be deemed to represent and all accrued interest thereon warrant to the Agents and the applicable prepayment fee (as specified below) upon the occurrence of any Lenders that each of the following events: (i) Concurrently with any Change Available Commitment and the Borrowing Base calculated as of Control, together with payment of such day equals or exceeds the prepayment fee (as specified in Section 2.7(a) above); provided that if the Change of Control occurs prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of the aggregate principal amount of all Revolving Loans and Letter of Credit Obligations outstanding on such day. If at any time after the Notes. No less Borrowers have complied with the first sentence of this Section 2.05(c), the aggregate Letter of Credit Obligations is greater than five the lesser of (5A) Business Days prior to any proposed Change of Controlthe Available Commitment and (B) the then current Borrowing Base, Issuers will deliver a written notice the Borrowers shall provide cash collateral to the Administrative Agent in the amount of such excess, which cash collateral shall be deposited in the Cash Collateral Account and, PROVIDED that no Event of Default shall have occurred and each be continuing, returned to the Borrowers, at such time as the aggregate Letter of Credit Obligations plus the Purchasers describing aggregate principal amount of all outstanding Revolving Loans no longer exceeds the transaction that constitutes the proposed Change of Control and stating the date on which the Change of Control shall occurthen current Borrowing Base. (ii) Upon the effective date If at any time Fleet or ▇▇▇▇▇ Fargo Bank, N.A. releases any cash collateral pledged to such bank to secure any Fleet Letters of the expiration, termination Credit or repeal Existing Letters of a Cannabis Act, if such expiration, termination or repeal has a Material Adverse Effect, together with payment of the prepayment fee Credit (as specified in Section 2.7(a) aboveapplicable). If known, then no less than five (5) Business Days prior the Borrowers shall cause the cash collateral so released to and if unknown, then promptly after any expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect, Issuers will deliver a written notice be paid directly to the Administrative Agent and each of to be applied to prepay any Revolving Loans outstanding at such time (but the Purchasers describing the applicable expiration, termination or repeal and stating the date on which the mandatory prepayment Commitments shall occur. For the avoidance of doubt, there shall not be no prepayment fee in the event that the expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect occurs prior to the first anniversary of the Agreement Datereduced thereby). (iii) Upon the occurrence of If at any Event of Default which results in the acceleration of amounts due under the Notes, together with payment time Foothill releases all or any portion of the prepayment fee (as specified in billable reserve paid to Foothill pursuant to Section 2.7(a) above); provided that if 8 of the Event of Default occurs prior Foothill Assignment, the Borrowers shall cause the amount so released to be paid directly to the first anniversary of Agent to be applied to prepay any Revolving Loans outstanding at such time (but the Agreement Date, then the prepayment fee Commitments shall equal 4.0% of the principal amount of the Notesnot be reduced thereby). (biv) Any prepayment required under this Section 2.8 shall be accompanied Simultaneously with the receipt by the prepayment fee, if any, set forth in Section 2.7(a) and/or Section 2.8(a) hereof. Any Purchaser shall receive its Pro Rata Share any Loan Party of any tax refund, the Borrowers shall deposit an amount equal to such prepaymenttax refund into the Cash Collateral Account. (v) Simultaneously with the receipt by any Loan Party of proceeds of any judgment, settlement or other consideration of any kind in connection with any action, suit, arbitration or proceeding by such Person, the Borrowers shall deposit an amount equal to the net proceeds received into the Cash Collateral Account.

Mandatory Prepayment. 6.5.1 In the event of a sale or disposal of a Vessel (or of the shares in a Vessel Owner owning a Vessel) or the Agent having received not less than 5 Business Days’ notice from the Borrower requesting that the Security Documents relating to a Vessel and its Vessel Owner be released and discharged (a “Released Vessel”), a mandatory prepayment shall be made in an amount equal to the higher of (i) an amount which is obtained by dividing the amount of the Loan then outstanding by the number of Vessels currently providing first priority security for the Indebtedness and (ii) the Attributable Amount applicable to that Vessel. Such prepayment shall be made on the date of a sale or disposal of such Vessel and in the case of a Released Vessel on the date proposed by the Borrower for release and discharge of the Security Documents relating to that Vessel and its Vessel Owner. Any such prepayment shall oblige the Borrower to make payment of all interest accrued on the amount so prepaid up to and including the date of prepayment together with any Break Costs in respect of such prepayment if the date of such prepayment is not the final day of an Interest Period. 6.5.2 In the event that any Vessel becomes a Total Loss, on the earlier to occur of (a) Issuers the date of receipt of the proceeds of the Total Loss and (b) the date falling one hundred and eighty (180) days after the occurrence of the Total Loss, a mandatory prepayment shall be required made in an amount equal to repay in full the outstanding principal higher of (i) an amount which is obtained by dividing the amount of the Loans, Loan then outstanding by the number of Vessels currently providing first priority security for the Indebtedness and (ii) the Attributable Amount in respect of such Vessel. Any such prepayment shall oblige the Borrower to make payment of all interest accrued interest thereon on the amount so prepaid up to and including the applicable date of prepayment fee together with any Break Costs in respect of such prepayment if the date of such prepayment is not the final day of an Interest Period. 6.5.3 In the event that (as specified belowa) upon the occurrence Charter of any of the following eventsVessels is cancelled prior to its expiry date; and (b) within one hundred and eighty (180) days of such cancellation, the relevant Vessel Owner has not entered into a replacement charter for such Vessel with an Approved Charterer on terms reasonably acceptable to the Majority Lenders, a mandatory prepayment shall, subject to applicable mandatory law, be made of an amount equal to the higher of (i) an amount which is obtained by dividing the amount of the Loan then outstanding by the number of Vessels currently providing first priority security for the Indebtedness and (ii) the Attributable Amount in respect of such Vessel. Any such prepayment shall oblige the Borrower to make prompt payment of all interest accrued on the amount so prepaid up to and including the date of prepayment together with any Break Costs in respect of such prepayment if the date of such prepayment is not the final day of an Interest Period. 6.5.4 In the event that: (ia) Concurrently with TGP or Marubeni ceases to own directly or indirectly fifty two per cent (52%) and forty eight per cent (48%), respectively, of the Borrower; or (b) the Borrower (or Malt Transport) ceases to own directly or indirectly one hundred per cent (100%) of each of the Vessel Owners, then the Agent (acting on the instructions of the Majority Lenders) may by not less than ten (10) Business Days’ notice to the Borrower cancel any Change part of Controlthe Loan not then advanced and declare that the Loan, together with payment of accrued interest, and all other amounts accrued or outstanding under the prepayment fee (as specified in Section 2.7(a) above); provided that if the Change of Control occurs prior to the first anniversary of the Agreement DateFinance Documents are immediately due and payable, then the prepayment fee whereupon they shall equal 4.0% of the principal amount of the Notes. No less than five (5) Business Days prior to any proposed Change of Control, Issuers will deliver a written notice to the Administrative Agent become immediately due and each of the Purchasers describing the transaction that constitutes the proposed Change of Control and stating the date on which the Change of Control shall occurpayable. (ii) Upon the effective date of the expiration, termination or repeal of a Cannabis Act, if such expiration, termination or repeal has a Material Adverse Effect, together with payment of the prepayment fee (as specified in Section 2.7(a) above). If known, then no less than five (5) Business Days prior to and if unknown, then promptly after any expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the applicable expiration, termination or repeal and stating the date on which the mandatory prepayment shall occur. 6.5.5 For the avoidance of doubt, there shall be no if a mandatory prepayment fee is triggered under any of Clauses 6.5.1, 6.5.2, 6.5.3 or 6.5.4 and mandatory applicable law prevents payment being effected in the event manner therein set forth, the relevant mandatory prepayment is still payable by the Borrower from other sources on the same dates and in the same amounts. 6.5.6 Simultaneously with each prepayment in accordance with Clause 6.5.1, Clause 6.5.2, Clause 6.5.3 or Clause 6.5.4 (as the case may be), the Commitment of each Lender will reduce so that the expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect occurs prior to the first anniversary Commitments of the Agreement DateLenders remain in accordance with their respective Proportionate Shares. (iii) Upon the occurrence of any Event of Default which results in the acceleration of amounts due under the Notes, together with payment of the prepayment fee (as specified in Section 2.7(a) above); provided that if the Event of Default occurs prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of the principal amount of the Notes. (b) Any prepayment required under this Section 2.8 shall be accompanied by the prepayment fee, if any, set forth in Section 2.7(a) and/or Section 2.8(a) hereof. Any Purchaser shall receive its Pro Rata Share of any such prepayment.

Mandatory Prepayment. (a) Issuers 4.1 Subject to Section 4.6, the Term Loan shall be subject to required to repay principal reductions in full the outstanding principal amount of fifty percent (50%) of Excess Cash Flow for each fiscal year, such prepayments to be payable in respect of each fiscal year beginning with the Loansfiscal year ending December 31, 2014, and all accrued interest thereon each fiscal year thereafter, and the applicable prepayment fee (as specified below) upon the occurrence of any to be due on May 1 of the following events:fiscal year. 4.2 Subject to Section 4.6 promptly upon receipt (and in any event no later than two (2) Business Days after receipt) by the Borrower or any of its Subsidiaries of any Net Cash Proceeds from any Asset Sales in excess of $250,000 in any fiscal year which are not Reinvested as described in the following sentence, the Borrower shall prepay the Term Loan by an amount equal to one hundred percent (100%) of such Net Cash Proceeds, provided, however that the Borrower shall not be obligated to prepay the Term Loan with such Net Cash Proceeds if the following conditions are satisfied: (i) Concurrently with any Change of Controlpromptly following the applicable Asset Sale, together with payment the Borrower provides to Bank a certificate executed by an officer of the prepayment fee Borrower (“Reinvestment Certificate”) stating (x) that the Asset Sale has occurred, (y) that no Default or Event of Default has occurred and is continuing either as specified in Section 2.7(a) above); provided that if the Change of Control occurs prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% date of the principal amount Asset Sale or as of the Notesdate of the Reinvestment Certificate, and (z) a description of the planned Reinvestment of the proceeds thereof, (ii) the Reinvestment of such Net Cash Proceeds is commenced within the Initial Reinvestment Period and completed within the Reinvestment Period, and (iii) no Event of Default has occurred and is continuing at the time of the Asset Sale and at the time of the application of such proceeds to Reinvestment. No less If any such proceeds have not been Reinvested at the end of the Reinvestment Period, the Borrower shall promptly pay such proceeds to Bank, to be applied to repay the Term Loan in accordance with Section 4.5. 4.3 Subject to Section 4.6, promptly upon receipt (and in any event no later than five two (52) Business Days prior to after receipt) by the Borrower or any proposed Change Subsidiary of Control, Issuers will deliver a written notice to Net Cash Proceeds from the Administrative Agent and each of the Purchasers describing the transaction that constitutes the proposed Change of Control and stating the date on which the Change of Control shall occur. (ii) Upon the effective date of the expiration, termination or repeal of a Cannabis Act, if such expiration, termination or repeal has a Material Adverse Effect, together with payment of the prepayment fee (as specified in Section 2.7(a) above). If known, then no less than five (5) Business Days prior to and if unknown, then promptly after any expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the applicable expiration, termination or repeal and stating the date on which the mandatory prepayment shall occur. For the avoidance of doubt, there shall be no prepayment fee in the event that the expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect occurs prior to the first anniversary of the Agreement Date. (iii) Upon the occurrence issuance of any Event Equity Interests of Default which results in such Person, the acceleration Borrower shall prepay the Term Loan by an amount equal to fifty percent (50%) of amounts due under the Notes, together with payment of the prepayment fee (as specified in Section 2.7(a) above); provided that if the Event of Default occurs prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of the principal amount of the Notessuch Net Cash Proceeds. (b) Any prepayment required under this Section 2.8 shall be accompanied by the prepayment fee, if any, set forth in Section 2.7(a) and/or Section 2.8(a) hereof. Any Purchaser shall receive its Pro Rata Share of any such prepayment.

Mandatory Prepayment. (a) Issuers If the Revolving Principal Amount at any time exceeds the Revolving Credit Limit, then Borrower shall be required to repay the Revolving Principal Amount in full at least the outstanding principal amount of the Loans, and all accrued interest thereon and the applicable prepayment fee (as specified below) upon the occurrence of any of the following events: (i) Concurrently with any Change of Controlthat excess, together with payment of the prepayment fee (as specified in Section 2.7(a) above); provided that if the Change of Control occurs prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of all accrued and unpaid interest on the principal amount of the Notes. No less than five (5) Business Days prior to any proposed Change of Control, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the transaction that constitutes the proposed Change of Control and stating the date on which the Change of Control shall occur. (ii) Upon the effective date of the expiration, termination or repeal of a Cannabis Act, if such expiration, termination or repeal has a Material Adverse Effect, together with payment of the prepayment fee (as specified in Section 2.7(a) above). If known, then no less than five (5) Business Days prior to and if unknown, then promptly after any expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the applicable expiration, termination or repeal and stating the date on which the mandatory prepayment shall occur. For the avoidance of doubt, there shall be no prepayment fee in the event that the expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect occurs prior to the first anniversary of the Agreement Date. (iii) Upon the occurrence of any Event of Default which results in the acceleration of amounts due under the Notes, together with payment of the prepayment fee (as specified in Section 2.7(a) above); provided that if the Event of Default occurs prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of the principal amount of the Notesso repaid. (b) Any prepayment required On the date such amounts are received by, or for the account of, Borrower (or the applicable Company), the following amounts shall be paid to Lender in the form received with any endorsement or assignment: (i) 100% of the Net Proceeds from the issuance of any Equity Interests or Subordinated Debt; (ii) 100% of the proceeds from any Insurance Proceeds in respect of any casualty event affecting Collateral, (iii) 100% of all Eminent Domain Proceeds in respect of any Eminent Domain Event affecting Collateral, and (iv) 100% of the Net Proceeds from the Disposition of any Collateral. The non-cash portion of all Net Proceeds that Lender is entitled to receive under this Section 2.8 2.4(b) , shall be pledged to Lender concurrently with the applicable Disposition. (c) All prepayments under Section 2.4(b) shall be applied to repay the Loans under the Revolving Credit Facility (with the proceeds being applied in accordance with Section 3.6) and the Revolving Committed Amount shall be automatically reduced by the amount of such repayment. (d) All prepayments under this Section 2.4 shall be without premium or penalty, provided that, each prepayment of a LIBOR Loan, whether by reason of acceleration or otherwise, will be accompanied by (i) the amount of accrued interest on the principal amount prepaid and (ii) the amount of Lender’s loss or expense actually incurred by it as a result of the prepayment fee(together with any related customary administrative fees charged by Lender in connection therewith). (e) Subject to any prepayment fee and other conditions provided in this Agreement, if anyBorrower may pay all or a portion of the amount owed before it is due. Prepayment in full shall consist of payment of the remaining unpaid principal balance together with all accrued and unpaid interest and all other amounts, set forth costs and expenses for which Borrower is responsible under this Agreement or any other agreement with Lender pertaining to the Obligation before such amounts are due, whether such prepayment arises from a voluntary or involuntary prepayment, acceleration of maturity, or any other cause or reason. Prepayment in Section 2.7(a) and/or Section 2.8(a) hereof. Any Purchaser part shall receive its Pro Rata Share consist of payment of any portion of the unpaid principal balance before it is due, whether such prepayment arises from a voluntary or involuntary prepayment, acceleration of maturity, or any other cause or reason.

Mandatory Prepayment. (a) Issuers shall be required to repay in full the outstanding principal amount If as of the Loans, and all accrued interest thereon and the applicable prepayment fee (as specified below) upon the occurrence last day of any calendar quarter the LTV Ratio exceeds the Permitted LTV Ratio, provided that no Event of the following events: Default has occurred and is continuing, either (i) Concurrently with any Change of Control, together with payment the Borrower shall add additional Real Property Assets to the Mortgaged Properties within 60 days of the prepayment fee date the LTV Ratio exceeded the Permitted LTV Ratio, in accordance with the provisions of Section 3.3, or (as specified in Section 2.7(aii) above); provided that if the Change of Control occurs prior Borrower shall pay to the first anniversary Lead Agent, for the account of the Agreement DateBanks, then the prepayment fee shall equal 4.0% within 60 days of the principal date the LTV Ratio exceeded the Permitted LTV Ratio, an amount such that the Loans outstanding subsequent to such payment do not cause the LTV Ratio to exceed the Permitted LTV Ratio. (b) In the event that a Mortgaged Property is sold in accordance with Section 3.4(c) hereof, the Borrower shall simultaneously with such sale, prepay to the Lead Agent, for the account of the Notes. No less than five Banks, an amount such that the Loans outstanding subsequently to such sale do not cause (5i) Business Days prior to any proposed Change of Control, Issuers will deliver a written notice the LTV Ratio with respect to the Administrative Agent and each remaining Mortgaged Properties to exceed the Permitted LTV Radio or (ii) the Minimum Debt Service Coverage to be exceeded. Sale of a Mortgaged Property in violation of this Section 2.9 shall constitute an Event of Default. (c) In the event that the Minimum Debt Service Coverage is not maintained as of the Purchasers describing last day of a calendar quarter, either (i) the transaction that constitutes Borrower will add a Real Property Asset to the proposed Change Mortgaged Properties in accordance with this Agreement which, on a pro forma basis (i.e. the Minimum Debt Service Coverage shall be recalculated to include such Real Property Asset as though the same had been a Mortgaged Property for the entire applicable period) would result in compliance with the Minimum Debt Service Coverage or (ii) the Borrower shall prepay to the Lead Agent, for the account of Control and stating the Banks, an amount necessary to cause the Minimum Debt Service Coverage to be in compliance within 60 days of the date on which the Change Minimum Debt Service Coverage failed to be maintained. Failure by the Borrower to comply with the Minimum Debt Service Coverage within 60 days of Control shall occur. (ii) Upon the effective date of the expiration, termination or repeal of a Cannabis Act, if such expiration, termination or repeal has a Material Adverse Effect, together with payment of the prepayment fee (as specified in Section 2.7(a) above). If known, then no less than five (5) Business Days prior to and if unknown, then promptly after any expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the applicable expiration, termination or repeal and stating the date on which the mandatory prepayment shall occur. For the avoidance of doubt, there non-compliance shall be no prepayment fee in the event that the expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect occurs prior to the first anniversary of the Agreement Date. (iii) Upon the occurrence of any an Event of Default which results in the acceleration of amounts due under the Notes, together with payment of the prepayment fee (as specified in Section 2.7(a) above); provided that if the Event of Default occurs prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of the principal amount of the NotesDefault. (b) Any prepayment required under this Section 2.8 shall be accompanied by the prepayment fee, if any, set forth in Section 2.7(a) and/or Section 2.8(a) hereof. Any Purchaser shall receive its Pro Rata Share of any such prepayment.

Mandatory Prepayment. (a) Issuers If at any time from and after the --------------------- Closing Date, the Company, the Borrower, or any of its consolidated Subsidiaries receives proceeds from the sale or refinancing of an unencumbered Project, the Borrower shall be required to repay in full the outstanding principal amount prepay a portion of the LoansLoan in an amount equal to the Net Cash Proceeds received. Notwithstanding the foregoing, and all accrued interest thereon and in no event shall the applicable prepayment fee (as specified below) upon the occurrence of Borrower be required to prepay any portion of the following events: (i) Concurrently with any Change of Control, together with payment of the prepayment fee (as specified in Section 2.7(a) above); provided that if the Change of Control occurs prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of the principal amount of the Notes. No less than five (5) Business Days prior to any proposed Change of Control, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the transaction that constitutes the proposed Change of Control and stating the date on which the Change of Control shall occur. (ii) Upon the effective date of the expiration, termination or repeal of a Cannabis Act, if such expiration, termination or repeal has a Material Adverse Effect, together with payment of the prepayment fee (as specified in Section 2.7(a) above). If known, then no less than five (5) Business Days prior to and if unknown, then promptly after any expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the applicable expiration, termination or repeal and stating the date on which the mandatory prepayment shall occur. For the avoidance of doubt, there shall be no prepayment fee Loan in the event that the expirationproperty commonly known as 538 Broadhollow Road, termination Melville, New York is sold or repeal refinanced on ▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ (▇▇) days from the date hereof. If at any time from and after the Closing Date: (i) the Company or the Borrower merges or consolidates with another Person and the Company or Borrower, as the case may be, is not the surviving entity, or (ii) the Company, the Borrower, any of a Cannabis Act that its Affiliates or consolidated Subsidiaries or the Management Company ceases to provide property management and leasing services to at least 80% of the total number of Projects in which the Borrower has a Material Adverse Effect occurs an ownership interest (the date any such event shall occur being the "Prepayment Date"), the --------------- Borrower shall be required to prepay the Loans in their entirety as if the Prepayment Date were the Revolving Credit Termination Date and, the Revolving Credit Commitment thereupon shall be terminated. The Borrower shall immediately make such prepayment together with interest accrued to the date of the prepayment on the principal amount prepaid and shall return or cause to be returned all Letters of Credit to the applicable Lender. In connection with the prepayment of any Loan prior to the first anniversary maturity thereof, the Borrower shall also pay any applicable expenses pursuant to Section 5.2(f). Each such prepayment shall be applied to -------------- prepay ratably the Loans of the Agreement Date. Lenders. Amounts prepaid pursuant to this Section 4.1(d) (iii) Upon the occurrence of any Event of Default which results in the acceleration of other than amounts due under the Notes, together with payment of the prepayment fee (as specified in Section 2.7(a) above); provided that if the Event of Default occurs prior -------------- prepaid pursuant to the first anniversary sentence of the Agreement Date, then the prepayment fee shall equal 4.0% of the principal amount of the Notes. (b) Any prepayment required under this Section 2.8 4.1(d)) may not be -------------- reborrowed. As used in this Section 4.1(d) only, the phrase "sells, -------------- transfers, assigns or conveys" shall be accompanied not include (i) sales or conveyances among Borrower and any of its consolidated Subsidiaries, or (ii) mortgages or other security interests secured by the prepayment fee, if any, set forth in Section 2.7(a) and/or Section 2.8(a) hereof. Any Purchaser shall receive its Pro Rata Share of any such prepaymentReal Property or other Property.

Mandatory Prepayment. (a) Issuers shall be required If it becomes unlawful for any Senior Lender to repay maintain or fund all or any portion of its Senior Loan, the Borrower shall, immediately following receipt of a notice from the Senior Lenders so indicating and requesting prepayment on that basis, prepay such Senior Loan in full or the outstanding principal amount portion of such Senior Loan affected in accordance with clause (a) of Section 2.17 (Illegality). (b) The Borrower shall prepay the Senior Loans concurrently with any prepayment of Long-Term Debt of the Borrower (excluding prepayment of any Sponsor Party Subordinated Loans or the Galicia VAT Loans), and all accrued interest thereon and including any Senior Loan, pro rata with such other Long-Term Debt being prepaid. (c) If an Unauthorized Share Transaction occurs, the applicable prepayment fee (as specified below) upon Borrower shall prepay the Senior Loans in full on the Interest Payment Date immediately falling after the occurrence of any such Unauthorized Share Transaction. (d) If an Upwind Array Event occurs and, on the basis of the following eventsrelevant Upwind Array Financial Model, the Projected Senior Debt Service Coverage Ratio for each subsequent period of four (4) financial quarters is not at least 1.30:1.00, then the Borrower shall, on each subsequent Interest Payment Date and after having made all transfers required to be made on such date in accordance with the Accounts Agreements, apply all amounts on deposit in the Restricted Payment Account to the prepayment of the Senior Loans in an amount necessary such that, after giving pro forma effect to such prepayment, the Projected Senior Debt Service Coverage Ratio as of each remaining period of four (4) financial quarters is at least 1.30:1.00. (e) To the extent received by the Borrower or by any Finance Party or on behalf of the Borrower (whether or not in the relevant Project Account), the Borrower shall apply to the prepayment of the Senior Loans: (i) Concurrently on the Interest Payment Date immediately after receipt thereof, any Net Expropriation Proceeds; (ii) on the Interest Payment Date immediately after receipt thereof, any Net Termination Proceeds; (iii) on the Interest Payment Date immediately after receipt thereof, any Net Liquidated Damages Proceeds in the amount necessary such that, after giving pro forma effect to such prepayment, the Projected Senior Debt Service Coverage Ratio is at least 1.30:1.00; (iv) on the Interest Payment Date immediately after receipt thereof, subject to Section 5.02(o) (Negative Covenants; Asset Sales), any Net Disposal Proceeds in excess of five hundred thousand Dollars ($500,000), individually or in the aggregate for each Financial Year, to the extent such proceeds are not effectively applied to replace the sold assets within nine (9) months after receipt of such proceeds with new or refurbished assets of equal or greater value than the sold assets; and (v) on the Interest Payment Date immediately after receipt thereof, any Net Casualty Proceeds in excess of two million Dollars ($2,000,000), except to the extent that: (A) the PPA, any Authorization or applicable law requires such Net Casualty Proceeds to be applied to repair, restore or replace, or otherwise make good any loss or damage giving rise to such Net Casualty Proceeds; and (B) no later than sixty (60) days from the receipt of such Net Casualty Proceeds in excess of two million Dollars ($2,000,000) the Borrower may deliver a Restoration Plan to the Senior Lenders. In such case, (x) if the Senior Lenders (in consultation with the Independent Engineer and the Insurance Consultant) do not reasonably object to such Restoration Plan within thirty (30) days from its delivery, such Net Casualty Proceeds may be applied in accordance with such Restoration Plan; provided that, if such Net Casualty Proceeds are not so applied in full, the Borrower shall apply the portion of such Net Casualty Proceeds not so applied (1) first, to prepay the Senior Loans in the amount necessary (if any) such that, after giving pro forma effect to such prepayment, the Projected Debt Service Coverage Ratio is 1.30:1.00 and (2) second, to the Offshore Construction Account, the Offshore Collection Account or the applicable Onshore Project Account, as applicable, for application in accordance with the Accounts Agreements and (y) within fifteen (15) days after completing the implementation of such Restoration Plan, the Borrower shall deliver a written certification to the Senior Lenders of whether all such Net Casualty Proceeds were applied in accordance with the Restoration Plan delivered to the Senior Lenders pursuant to clause (y) above. (f) If the Borrower fails to achieve a Historical Senior Debt Service Coverage Ratio of at least 1.20:1.00 during any eight (8) consecutive financial quarters occurring after the Commercial Operations Date, the Borrower shall prepay the Senior Loans on the Interest Payment Date falling immediately after the end of such period in an amount equal to the balance of the Restricted Payment Account as of such Interest Payment Date (after giving effect to all transfers to be made on such Interest Payment Date, if any). (g) Amounts received as partial prepayments under this Section shall: (i) first, be allocated and paid by the Borrower pro rata among the Senior Loans in proportion to their respective principal amounts outstanding, provided that, in the case of any prepayment when an Inconvertibility Event is continuing (and without prejudice to Section 2.18(e)(ii) (Application of Payments; Sharing)), the amount of the Senior Loan outstanding to an Affected Senior Lender shall be reduced by its pro rata share of the funds held in an escrow account in accordance with Section 2.18(c) (Application of Payments; Sharing) in respect of the principal of its Senior Loan calculated based on the proportion which the amounts owed to such Affected Senior Lender bears to the aggregate amount owed to all the Affected Senior Lenders; (ii) second, be applied to any amounts payable under the Required Hedge Agreement as a result of the early termination thereof; and (iii) third, then be applied by the Senior Lenders to all the respective outstanding installments of principal of its Senior Loans, in inverse order of maturity, except that any amount received as partial prepayments made under Sections 2.07(d), 2.07(e)(iii), 2.07(e)(v)(B) and 2.07(f) shall be applied by the Senior Lenders to all the respective outstanding installments of principal of its Senior Loans on a pro rata basis. (h) Simultaneously with any Change of Controlprepayment under this Section 2.07, together with payment the Borrower shall pay all accrued interest, fees and Increased Costs (if any) on the amount of the prepayment fee Senior Loans to be prepaid, the Fixed Rate Prepayment Fee in respect of prepayments of the IIC A Loan and the C2F Loan, the breakage costs, if applicable, redeployment costs, and all other amounts then due and payable under this Agreement and the Senior Loan Agreements, including the amount payable under Section 2.12 (as specified in Section 2.7(a) aboveUnwinding Costs); provided that , if the Change of Control occurs prior to the first anniversary of the Agreement prepayment is not made on an Interest Payment Date, then the prepayment fee shall equal 4.0% of the . (i) Any principal amount of the Notes. No less than five (5) Business Days prior to any proposed Change of Control, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the transaction that constitutes the proposed Change of Control and stating the date on which the Change of Control shall occurSenior Loans prepaid under this Agreement may not be re-borrowed. (iij) Upon the effective date of the expirationThe Borrower shall, termination or repeal of a Cannabis Act, if such expiration, termination or repeal has a Material Adverse Effect, together simultaneously with payment of the any prepayment fee (as specified in Section 2.7(a) above). If known, then no less than five (5) Business Days prior to and if unknown, then promptly after any expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the applicable expiration, termination or repeal and stating the date on which the mandatory prepayment shall occur. For the avoidance of doubt, there shall be no prepayment fee in the event that the expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect occurs prior to the first anniversary of the Agreement Date. (iii) Upon the occurrence of any Event of Default which results in the acceleration of amounts due under the Notes, together with payment of the prepayment fee (as specified in Section 2.7(a) above); provided that if the Event of Default occurs prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of the principal amount of the Notes. (b) Any prepayment required made under this Section 2.8 shall be accompanied by 2.07, ensure that the prepayment fee, if any, set forth in Section 2.7(aRequired Hedge does not exceed one hundred percent (100%) and/or Section 2.8(a) hereof. Any Purchaser shall receive its Pro Rata Share of any such prepaymentthe balance of each the IFC A Loan and the MCPP Loan.

Mandatory Prepayment. (ai) Issuers The Borrowers will immediately prepay the Revolving Loans at any time when the aggregate principal amount of all Revolving Loans exceeds the lesser of (A) the Available Commitment and (B) the Borrowing Base, to the full extent of any such excess. On each day that any Revolving Loans are outstanding, the Borrowers shall hereby be required deemed to repay in full represent and warrant to the Agents and the Lenders that each of the Available Commitment and the Borrowing Base calculated as of such day equals or exceeds the aggregate principal amount of all Revolving Loans outstanding on such day. If at any time after the Borrowers have complied with the first sentence of this Section 2.05(c). (ii) The Borrowers will immediately prepay the outstanding principal amount of the Loans, and all accrued interest thereon and the applicable prepayment fee (as specified below) upon the occurrence of any of the following events: (i) Concurrently with any Change of Control, together with payment of the prepayment fee (as specified in Section 2.7(a) above); provided that if the Change of Control occurs prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of the principal amount of the Notes. No less than five (5) Business Days prior to any proposed Change of Control, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the transaction that constitutes the proposed Change of Control and stating the date on which the Change of Control shall occur. (ii) Upon the effective date of the expiration, termination or repeal of a Cannabis Act, if such expiration, termination or repeal has a Material Adverse Effect, together with payment of the prepayment fee (as specified in Section 2.7(a) above). If known, then no less than five (5) Business Days prior to and if unknown, then promptly after any expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the applicable expiration, termination or repeal and stating the date on which the mandatory prepayment shall occur. For the avoidance of doubt, there shall be no prepayment fee Term Loans in the event that the expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect occurs prior to the first anniversary of the Agreement DateTotal Revolving Credit Commitment is terminated for any reason. (iii) Upon If at any time ▇▇▇▇▇ Fargo or Citizens Bank releases any cash collateral pledged to such bank to secure any ▇▇▇▇▇ Fargo Letter of Credit or Citizens Bank Letter of Credit, the occurrence Borrowers shall cause the cash collateral so released to be paid directly to the Agent to be applied to prepay any Revolving Loans outstanding at such time (but the Commitments shall not be reduced thereby). (iv) During the continuance of any an Event of Default Default, on each Business Day the Originators shall pay all proceeds from the sale of Accounts Receivable and Related Rights which results in are payable to the acceleration of amounts due under Originators pursuant to the Notes, together with Parent Purchase Agreement or any related Receivable Purchase Notes held by them to the Payment Office to be applied to the payment of the prepayment fee (as specified outstanding Obligations in accordance with Section 2.7(a) above); provided that if the Event of Default occurs prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of the principal amount of the Notes4.04. (bv) Any prepayment required under this Section 2.8 shall be accompanied Simultaneously with the receipt by the prepayment fee, if any, set forth in Section 2.7(a) and/or Section 2.8(a) hereof. Any Purchaser shall receive its Pro Rata Share any Loan Party of any tax refund, the Borrowers shall deposit an amount equal to such prepaymenttax refund into the Cash Collateral Account. (vi) Simultaneously with the receipt by any Loan Party of proceeds of any judgment, settlement or other consideration of any kind in connection with any action, suit, arbitration or proceeding by such Person, the Borrowers shall deposit an amount equal to the net proceeds received into the Cash Collateral Account.

Mandatory Prepayment. (a) Issuers If at any time from and after the -------------------- Closing Date, the Company, the Borrower, or any of its consolidated Subsidiaries receives proceeds from the sale or refinancing of an unencumbered Project, the Borrower shall be required to repay in full the outstanding principal amount prepay a portion of the LoansLoan in an amount equal to the Net Cash Proceeds received. Notwithstanding the foregoing, and all accrued interest thereon and in no event shall the applicable prepayment fee (as specified below) upon the occurrence of Borrower be required to prepay any portion of the following events: (i) Concurrently with any Change of Control, together with payment of the prepayment fee (as specified in Section 2.7(a) above); provided that if the Change of Control occurs prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of the principal amount of the Notes. No less than five (5) Business Days prior to any proposed Change of Control, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the transaction that constitutes the proposed Change of Control and stating the date on which the Change of Control shall occur. (ii) Upon the effective date of the expiration, termination or repeal of a Cannabis Act, if such expiration, termination or repeal has a Material Adverse Effect, together with payment of the prepayment fee (as specified in Section 2.7(a) above). If known, then no less than five (5) Business Days prior to and if unknown, then promptly after any expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the applicable expiration, termination or repeal and stating the date on which the mandatory prepayment shall occur. For the avoidance of doubt, there shall be no prepayment fee Loan in the event that the expirationproperty commonly known as ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, termination ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ is sold or repeal refinanced on or before the date which is ninety (90) days from the date hereof. If at any time from and after the Closing Date: (i) the Company or the Borrower merges or consolidates with another Person and the Company or Borrower, as the case may be, is not the surviving entity, or (ii) the Company, the Borrower, any of a Cannabis Act that its Affiliates or consolidated Subsidiaries or the Management Company ceases to provide property management and leasing services to at least 80% of the total number of Projects in which the Borrower has a Material Adverse Effect occurs an ownership interest (the date any such event shall occur being the "Prepayment Date"), the --------------- Borrower shall be required to prepay the Loans in their entirety as if the Prepayment Date were the Revolving Credit Termination Date and, the Revolving Credit Commitment thereupon shall be terminated. The Borrower shall immediately make such prepayment together with interest accrued to the date of the prepayment on the principal amount prepaid and shall return or cause to be returned all Letters of Credit to the applicable Lender. In connection with the prepayment of any Loan prior to the first anniversary maturity thereof, the Borrower shall also pay any applicable expenses pursuant to Section 5.2(f). Each -------------- such prepayment shall be applied to prepay ratably the Loans of the Agreement Date. Lenders. Amounts prepaid pursuant to this Section 4.1(d) (iii) Upon the occurrence of any Event of Default which results in the acceleration of other than amounts due under the Notes, together with payment of the prepayment fee (as specified in Section 2.7(a) above); provided that if the Event of Default occurs prior -------------- prepaid pursuant to the first anniversary sentence of the Agreement Date, then the prepayment fee shall equal 4.0% of the principal amount of the Notes. (b) Any prepayment required under this Section 2.8 4.1(d)) may not be -------------- reborrowed. As used in this Section 4.1(d) only, the phrase "sells, -------------- transfers, assigns or conveys" shall be accompanied not include (i) sales or conveyances among Borrower and any of its consolidated Subsidiaries, or (ii) mortgages or other security interests secured by the prepayment fee, if any, set forth in Section 2.7(a) and/or Section 2.8(a) hereof. Any Purchaser shall receive its Pro Rata Share of any such prepaymentReal Property or other Property.

Mandatory Prepayment. (ai) Issuers shall Allied Systems will, upon demand by the Administrative Agent (which demand may be made by the Administrative Agent or be required to repay be made at the request of the Required Lenders or the Required Revolving Lenders), immediately prepay the Revolving Loans at any time when the aggregate principal amount of all Revolving Loans plus the outstanding amount of all Letter of Credit Obligations exceeds the Borrowing Base, to the full extent of any such excess. On each day that any Revolving Loans or Letter of Credit Obligations are outstanding, Allied Systems shall hereby be deemed to represent and warrant to the Agents and the Lenders that the Borrowing Base calculated as of such day equals or exceeds the aggregate principal amount of all Revolving Loans and Letter of Credit Obligations outstanding on such day. If at any time after Allied Systems shall have complied with the first sentence of this Section 2.05(c)(i), the aggregate Letter of Credit Obligations is greater than the then current Borrowing Base, Allied Systems shall provide cash collateral to the Administrative Agent in full an amount equal to 110% of such excess, which cash collateral shall be deposited in the Letter of Credit Collateral Account and, provided that no Event of Default shall have occurred and be continuing, returned to Allied Systems, at such time as the aggregate Letter of Credit Obligations plus the aggregate principal amount of all outstanding Revolving Loans no longer exceeds the then current Borrowing Base. (ii) Allied Systems will immediately prepay the outstanding principal amount of the Term Loan in the event that the Total Revolving Credit Commitment is terminated for any reason. (iii) The Administrative Agent shall on each Business Day apply all funds transferred to or deposited in the Administrative Agent's Account, to the payment, in whole or in part, of the outstanding principal amount of the Revolving Loans. (iv) Within ten (10) days of delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(ii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended December 31, 2003 or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(ii), ten (10) days after the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(ii), Allied Systems shall prepay the outstanding principal amount of the Loans in an amount equal to 50% of the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year, provided, however, that any payments required to be made under this paragraph (c)(iv) shall be applied as set forth in Section 2.05(d). Notwithstanding the foregoing provisions, if the excess of (AA) the Borrowing Base over (BB) the sum of the aggregate outstanding principal amount of all Revolving Loans and all accrued interest thereon Letter of Credit Obligations would be less than $15,000,000 immediately after giving effect to any prepayment required under this paragraph (c)(iv) (the amount by which such excess is less than $15,000,000, the "Availability Deficiency"), Allied Systems shall not be required to make any prepayment required under this paragraph (c)(iv) to the extent such payment results in an Availability Deficiency and the applicable Administrative Agent shall establish a reserve against the Borrowing Base in an amount equal to the amount that would have otherwise been payable by Allied Systems pursuant to this paragraph (c)(iv), with such prepayment fee amounts to be paid and such corresponding amount of the Borrowing Base reserve to be reduced from time to time if, immediately after giving effect thereto, no Availability Deficiency would exist. (as specified belowv) upon Within one (1) Business Day following any Disposition (including any Disposition of the occurrence Capital Stock or assets of any Axis Entity) by any Loan Party or its Subsidiaries pursuant to Section 7.02(c)(ii), the Borrowers shall prepay the outstanding principal amount of the following events:Loans in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the Net Cash Proceeds received exceeds (A) $25,000 in any individual Disposition or (B) $1,000,000 in the aggregate for all Dispositions occurring after the Effective Date. Nothing contained in this paragraph (v) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c). Any payments required to be made under this paragraph (v) shall be applied as set forth in Section 2.05(d). (vi) Within one (1) Business Day following the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Indebtedness referred to in clauses (a), (b), (c), (d), (e), (g), (h), (i), (j) Concurrently with any Change of Control, together with payment and (k) of the prepayment fee definition of Permitted Indebtedness), or the sale or issuance by any Loan Party or any of its Subsidiaries of any shares of its Capital Stock (other than in connection with Capital Stock issued pursuant to the Parent's employee stock purchase plans or long term incentive plans), the Borrowers shall prepay the outstanding amount of the Loans in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this paragraph (c)(vi) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. Any payments required to be made under this paragraph (c)(vi) shall be applied as specified set forth in Section 2.7(a2.05(d). (vii) aboveUpon the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts after the Effective Date in excess of $200,000 in any one instance or $500,000 in the aggregate, the Borrowers shall prepay the outstanding principal of the Loans in an amount equal to 100% of such Extraordinary Receipts, net of any reasonable expenses incurred in collecting such Extraordinary Receipts. Any payments required to be made under this paragraph (c)(vii) shall be applied as set forth in Section 2.05(d); provided that if . (viii) Simultaneously with the Change receipt by any Loan Party or any of Control occurs its Subsidiaries of any foreign, United States, state or local tax refund (other than tax refunds received prior to the first anniversary of the Agreement Effective Date) in excess of $200,000 in any one instance or $500,000 in the aggregate, then the prepayment fee Borrowers shall prepay the outstanding amount of the Loans in an amount equal 4.0to 100% of the principal amount of the Notesnet proceeds received. No less than five Any payments required to be made under this paragraph (5c)(viii) Business Days prior to any proposed Change of Control, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the transaction that constitutes the proposed Change of Control and stating the date on which the Change of Control shall occur. (ii) Upon the effective date of the expiration, termination or repeal of a Cannabis Act, if such expiration, termination or repeal has a Material Adverse Effect, together with payment of the prepayment fee (as specified in Section 2.7(a) above). If known, then no less than five (5) Business Days prior to and if unknown, then promptly after any expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the applicable expiration, termination or repeal and stating the date on which the mandatory prepayment shall occur. For the avoidance of doubt, there shall be no prepayment fee in the event that the expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect occurs prior to the first anniversary of the Agreement Date. (iii) Upon the occurrence of any Event of Default which results in the acceleration of amounts due under the Notes, together with payment of the prepayment fee (applied as specified in Section 2.7(a) above); provided that if the Event of Default occurs prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of the principal amount of the Notes. (b) Any prepayment required under this Section 2.8 shall be accompanied by the prepayment fee, if any, set forth in Section 2.7(a) and/or Section 2.8(a) hereof. Any Purchaser shall receive its Pro Rata Share of any such prepayment2.05(d).

Mandatory Prepayment. If at any time from and after the Closing Date: (ai) Issuers the Borrower merges or consolidates with another Person and the Borrower is not the surviving entity, or (ii) the Borrower or any Consolidated Subsidiary or any Minority Holding sells, transfers, assigns or conveys assets, the book value (of the Borrower) of which (computed in accordance with GAAP but without deduction for depreciation), in the aggregate of all such sales, transfers, assignments, or conveyances would cause the Capitalization Value immediately after such sale to be less than 75% of the Capitalization Value set forth in the Compliance Certificate delivered pursuant to Section 5.1(j); provided, that for purposes of this clause (ii) only, the phrase “sells, transfers, assigns or conveys” shall not include (A) sales or conveyances among the Borrower and any Consolidated Subsidiaries, (B) mortgages secured by Real Property, or (C) sales or conveyances of Securities in the Borrower or TMC or in newly-formed Subsidiaries or Minority Holdings in connection with the acquisition of Real Property; (the date any such event in (i) or (ii) shall occur being the “Prepayment Date”) the Revolving Credit Commitments and Term Loan Commitments shall be terminated and the Borrower shall be required to repay prepay the Loans in full their entirety and return any outstanding Letters of Credit as if the outstanding principal amount of Prepayment Date were the Loans, and all accrued interest thereon Revolving Credit Termination Date and the applicable Term Loan Maturity Date. The Borrower shall make such prepayment fee (as specified below) upon on the occurrence of any of the following events: (i) Concurrently with any Change of Control, Prepayment Date together with payment interest accrued to the date of the prepayment fee (as specified in Section 2.7(a) above); provided that if on the Change principal amount prepaid. In connection with the prepayment of Control occurs any Loan prior to the first anniversary maturity thereof, the Borrower shall also pay any applicable expenses pursuant to Section 4.2(f). Each such prepayment shall be applied to prepay ratably the Loans of the Agreement Date, then the prepayment fee shall equal 4.0% of the principal amount of the NotesLenders. No less than five (5) Business Days prior Amounts prepaid pursuant to any proposed Change of Control, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the transaction that constitutes the proposed Change of Control and stating the date on which the Change of Control shall occur. (ii) Upon the effective date of the expiration, termination or repeal of a Cannabis Act, if such expiration, termination or repeal has a Material Adverse Effect, together with payment of the prepayment fee (as specified in Section 2.7(a) above). If known, then no less than five (5) Business Days prior to and if unknown, then promptly after any expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the applicable expiration, termination or repeal and stating the date on which the mandatory prepayment shall occur. For the avoidance of doubt, there shall be no prepayment fee in the event that the expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect occurs prior to the first anniversary of the Agreement Date. (iii) Upon the occurrence of any Event of Default which results in the acceleration of amounts due under the Notes, together with payment of the prepayment fee (as specified in Section 2.7(a) above); provided that if the Event of Default occurs prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of the principal amount of the Notes. (b) Any prepayment required under this Section 2.8 shall 3.1(d) may not be accompanied by the prepayment fee, if any, set forth in Section 2.7(a) and/or Section 2.8(a) hereof. Any Purchaser shall receive its Pro Rata Share of any such prepaymentreborrowed.

Mandatory Prepayment. (a) Issuers The Company shall be required repay the Notes on September 20, 2005, September 20, 2006 and September 20, 2007, in cash in an amount equal to repay in full 33.33% of the outstanding principal amount of the LoansNotes on each such date, together with interest accrued but unpaid on the principal portion of the Notes being repaid on each such date. (b) Any and all principal of the Notes remaining unpaid, together with all interest accrued but unpaid thereon, automatically and unconditionally shall be due and payable in full in cash on the Final Maturity Date. (c) In the event of a Change of Control, each Investor shall have the option to require the Company to repurchase all the Notes held by such Investor at a purchase price in cash equal to the then outstanding principal amount of the Notes plus the Applicable Prepayment Premium, together with all interest accrued on such Notes through the date of repurchase. The Company shall give the Investors notice (a "Change of Control Notice") of any transaction that would result in a Change of Control not less than thirty (30) days prior to the anticipated date of the consummation of such transaction (but in no event later than the third Business Day following the Company becoming aware thereof). Any Investor may exercise its right to require the Company to repurchase the Notes held by it by delivering written notice of such exercise (a "Repurchase Notice") to the Company within twenty (20) days after receipt of the Change of Control Notice. Within 15 days after the first date of receipt of a Repurchase Notice by the Company (the "Repurchase Notice Date"), the Company shall give a notice to all other Investors advising them of the receipt by the Company of such Repurchase Notice, together with a copy of such Repurchase Notice. The date upon which the Company shall so advise such other Holders is herein called the "Company Notice Date". Within 15 days after the Company Notice Date, each such other Investor also may give a Repurchase Notice to the Company and each such Repurchase Notice shall be deemed given as of the date of the Repurchase Notice given by the Investor initially exercising its repurchase rights hereunder. The repurchase of the Notes shall be consummated on a date selected by the Company upon at least 15 days' prior written notice to the Investors which have given the relevant Repurchase Notice(s), but in no event later than the date of consummation of such Change of Control or three (3) Business Days after the Company becomes aware of such Change of Control (the "Repurchase Closing Date"). On the Repurchase Closing Date, the Company shall purchase from the Investors which have given such Repurchase Notice(s), and all accrued interest thereon and such Investor shall sell to the applicable prepayment fee Company, the Notes held by such Investor for the purchase price specified in this paragraph (as specified below) upon the occurrence of any of the following events:c). (id) Concurrently In connection with any Change of Control, together with payment the Company covenants to (i) repay in full all Indebtedness under the Senior Credit Agreement and to terminate all commitments thereunder and to repay in full all other Senior Indebtedness the terms of the prepayment fee (as specified in Section 2.7(a) above); provided that if the which require repayment upon a Change of Control occurs prior or offer to repay in full and terminate all commitments under all Indebtedness under the first anniversary of the Senior Credit Agreement Date, then the prepayment fee shall equal 4.0% of the principal amount of the Notes. No less than five (5) Business Days prior to any proposed Change of Control, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the transaction that constitutes the proposed Change of Control and stating the date on which the Change of Control shall occur. all other such Senior Indebtedness or (ii) Upon obtain the effective date requisite consents under the Senior Credit Agreement and all other Senior Indebtedness to permit the repurchase of the expiration, termination or repeal of a Cannabis Act, if such expiration, termination or repeal has a Material Adverse Effect, together with payment of the prepayment fee Notes as provided in paragraph (as specified in Section 2.7(ac) above). If known, then no less than five (5) Business Days prior The Company shall first comply with the covenant in the immediately preceding sentence before it shall be required to and if unknown, then promptly after any expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect, Issuers will deliver a written notice repurchase the Notes pursuant to the Administrative Agent and each of provisions above. The Company's failure to comply with the Purchasers describing the applicable expiration, termination or repeal and stating the date on which the mandatory prepayment shall occur. For the avoidance of doubt, there shall be no prepayment fee covenant described in the event that the expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect occurs prior to the first anniversary of the Agreement Date. (iii) Upon the occurrence of any immediately preceding sentence shall constitute an Event of Default which results in the acceleration of amounts due under the Notes, together with payment of the prepayment fee (as specified in Section 2.7(a) above); provided that if the Event of Default occurs prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of the principal amount of the NotesDefault. (b) Any prepayment required under this Section 2.8 shall be accompanied by the prepayment fee, if any, set forth in Section 2.7(a) and/or Section 2.8(a) hereof. Any Purchaser shall receive its Pro Rata Share of any such prepayment.

Mandatory Prepayment. Illegality (a) Issuers shall be required to repay If, in full the outstanding principal amount of the Loansany applicable jurisdiction, and all accrued interest thereon and the applicable prepayment fee (as specified below) upon the occurrence of it becomes unlawful for a Lender or any of its Affiliates for that Lender to perform any of its obligations as contemplated by any Finance Document or to fund, issue or maintain its participation in any Loan, that ▇▇▇▇▇▇ must notify the following eventsFacility Agent promptly on becoming aware of that event. (b) After a Lender notifies the Facility Agent under paragraph (a) above: (i) Concurrently with any Change of Control, together with payment of the prepayment fee (as specified in Section 2.7(a) above); provided that if the Change of Control occurs prior Lender will not be obliged to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of the principal amount of the Notes. No less than five (5) Business Days prior to any proposed Change of Control, Issuers will deliver fund a written notice to the Administrative Agent and each of the Purchasers describing the transaction that constitutes the proposed Change of Control and stating the date on which the Change of Control shall occur.Loan; (ii) Upon the effective date of Facility Agent must notify the expiration, termination or repeal of a Cannabis Act, if such expiration, termination or repeal has a Material Adverse Effect, together with payment of the prepayment fee (as specified in Section 2.7(a) above). If known, then no less than five (5) Business Days prior to and if unknown, then promptly after any expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the applicable expiration, termination or repeal and stating the date on which the mandatory prepayment shall occur. For the avoidance of doubt, there shall be no prepayment fee in the event that the expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect occurs prior to the first anniversary of the Agreement Date.Company promptly; (iii) Upon with immediate effect, that ▇▇▇▇▇▇ will not be obliged to fund any Loan; and (iv) unless that ▇▇▇▇▇▇’s participation and Commitment have been transferred pursuant to paragraph (d) of Clause 7.8 (Right of Replacement or Repayment ​ ​ and Cancellation in Relation to a Single Lender), on the occurrence of any Event of Default which results in the acceleration of amounts due under the Notes, together with payment of the prepayment fee (as date specified in Section 2.7(aparagraph (c) above)below: (A) the Company must repay or prepay that ▇▇▇▇▇▇’s participation in each Loan; provided and (B) that if the Event of Default occurs prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of the principal amount of the Notes▇▇▇▇▇▇’s Commitment will be cancelled. (bc) Any The date for: (i) repayment or prepayment required of a Lender’s participation in a Loan and cancellation of its corresponding Commitment will be: (A) the last day of the Interest Period of that Loan; or (B) if earlier, the date specified in that ▇▇▇▇▇▇’s notice to the Facility Agent under this Section 2.8 shall paragraph (a) above (which must be accompanied by no earlier than the prepayment fee, if any, set forth in Section 2.7(a) and/or Section 2.8(a) hereof. Any Purchaser shall receive its Pro Rata Share last day of any applicable grace period permitted by law); and (ii) cancellation of that ▇▇▇▇▇▇’s other Commitment will be the date specified in the Lender’s notice to the Facility Agent under paragraph (a) above (which must be no earlier than the last day of any applicable grace period permitted by law), provided that such prepaymenta date must fall within 20 days after the Facility Agent has notified the Company under paragraph (b)(ii) above.

Mandatory Prepayment. (a) Issuers shall be required to repay in full the outstanding principal amount If as of the Loanslast day of any calendar quarter the LTV Ratio exceeds the Permitted LTV Ratio, but the LTV Ratio is not greater than 57%, and all accrued interest thereon provided that no Event of Default has occurred and the applicable prepayment fee (as specified below) upon the occurrence of any of the following events: is continuing, Borrower shall either (i) Concurrently with any Change of Control, together with payment add additional Real Property Assets to the Unleveraged Assets within ninety (90) days of the prepayment fee date the LTV Ratio exceeded the Permitted LTV Ratio, in accordance with the provisions of Section 3.4, or (as specified in Section 2.7(aii) above); provided that if the Change of Control occurs prior pay to the first anniversary Lead Agent, for the account of the Agreement DateBanks, or pay to the holder(s) of any outstanding Unsecured Debt, within 90 days of the date the LTV Ratio exceeded the Permitted LTV Ratio, in each case in an amount such that the LTV Ratio subsequent to such payment is in compliance with the Permitted LTV Ratio. In the event that the LTV Ratio exceeds 57%, then the prepayment fee shall equal 4.0% of the principal amount of the Notes. No less than Borrower shall, within five (5) Domestic Business Days prior to any proposed Change of Controlfrom the date the Permitted LTV Ratio is exceeded, Issuers will deliver a written notice pay to the Administrative Agent and each Lead Agent, for the account of the Purchasers describing the transaction that constitutes the proposed Change of Control and stating the date on which the Change of Control shall occur. (ii) Upon the effective date of the expirationBanks, termination or repeal of a Cannabis Act, if such expiration, termination or repeal has a Material Adverse Effect, together with payment of the prepayment fee (as specified in Section 2.7(a) above). If known, then no less than five (5) Business Days prior to and if unknown, then promptly after any expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect, Issuers will deliver a written notice pay to the Administrative Agent and each holder(s) of the Purchasers describing the applicable expirationany outstanding Unsecured Debt, termination or repeal and stating the date on which the mandatory prepayment shall occur. For the avoidance of doubt, there shall be no prepayment fee in the event an amount such that the expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect occurs prior LTV Ratio subsequent to such payment is in compliance with the first anniversary of the Agreement Date. (iii) Upon the occurrence of any Event of Default which results in the acceleration of amounts due under the Notes, together with payment of the prepayment fee (as specified in Section 2.7(a) above); provided that if the Event of Default occurs prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of the principal amount of the NotesPermitted LTV Ratio. (b) Any prepayment Borrower shall not sell or release an Unleveraged Asset unless after giving effect to such sale or release, either (i) Borrower shall remain in compliance with the provisions hereof, including without limitation, the provisions of Section 5.8, or (ii) prepay an amount at least equal to, the greater of (x) the amount required under this such that the LTV Ratio remains in compliance with the Permitted LTV Ratio and the Unleveraged Assets Minimum Debt Service Coverage after such sale or release calculated on a pro forma basis (i.e., calculated as though the contemplated transaction has occurred as of the date four (4) quarters previously), and (y) the amount required such that the Loans, on a pro forma basis (i.e., calculated as though the contemplated transaction had occurred as of the date four (4) quarters previously), remain in compliance with the requirements of Section 2.8 shall be accompanied by 5.8. (c) In the prepayment feeevent that the Unleveraged Assets Minimum Debt Service Coverage is not maintained as of the last day of a calendar quarter, if any, set forth in Section 2.7(athe Borrower will either (i) and/or Section 2.8(a) hereof. Any Purchaser shall receive its Pro Rata Share of any such prepayment.add a New Acquisition or a Real Property Asset to the

Mandatory Prepayment. (a) Issuers shall be required to repay in full In the outstanding principal amount of the Loans, and all accrued interest thereon and the applicable prepayment fee (as specified below) upon the occurrence of any of the following events: event Borrower (i) Concurrently procures financing from any source, whether in the form of Indebtedness (excluding all Indebtedness permitted to be incurred under the Loan Documents) or equity, other than Capital Stock issued in connection with any the Offering, (ii) makes an Asset Disposition, (iii) undergoes a Change of Control, together with payment or (iv) receives proceeds from any liability or casualty insurance policies in respect of any loss, then an amount equal to the entire net cash proceeds thereof, or the portion thereof equal to the outstanding balance of the prepayment fee (as specified in Section 2.7(a) above)Term Loan plus accrued and unpaid interest and the Prepayment Fee, and all other amounts then due and owing hereunder, shall be paid by Borrower to Agent, promptly following the occurrence of the applicable event, to repay or reduce the Term Loan; provided that if so long as no Event of Default shall have occurred and be continuing, (1) Borrower shall deliver to Agent, no later than ten (10) days after the Change date such Asset disposition or insurance loss shall have occurred, an officer’s certificate setting forth (x) the amount of Control occurs prior that portion of such net cash proceeds from any Asset Disposition or from any such insurance loss that Borrower intends to reinvest in productive assets of the general type used in the business of Borrower and its Subsidiaries and (y) the proposed use of such portion of the net cash proceeds and such other information with respect to such reinvestment as Agent may reasonably request, and (2) Borrower shall apply such portion to such reinvestment purposes, no later than ninety (90) days after delivery to Agent of such officer’s certificate. If such net cash proceeds have not been applied to the first anniversary Obligations or timely reinvested as provided above, then Borrower shall promptly make an additional prepayment of the Agreement DateTerm Loan in the full amount of such net cash proceeds. In the event that Borrower and its Subsidiaries have Excess Cash Flow for any Fiscal Year, then commencing with the prepayment fee Fiscal Year ending on or about December 31, 2013, Borrower shall equal 4.0% prepay the outstanding balance of the principal Term Loan, plus accrued and unpaid interest, and all other amounts then due and owing hereunder in an aggregate amount equal to fifty percent (50%) of the Notessuch Excess Cash Flow for such Fiscal Year. No less than five Each such prepayment based on Excess Cash Flow shall be due and payable by Borrower within three (53) Business Days prior to any proposed Change of Control, Issuers will deliver a written notice to the Administrative Agent and each after Agent’s receipt of the Purchasers describing annual financial statements required to be delivered to Agent pursuant to Section 5.1(C) for the transaction that constitutes Fiscal Year then ended, but in no event later than ninety-three (93) days after the proposed Change end of Control and stating the date on which the Change of Control shall occursuch Fiscal Year. (ii) Upon the effective date of the expiration, termination or repeal of a Cannabis Act, if such expiration, termination or repeal has a Material Adverse Effect, together with payment of the prepayment fee (as specified in Section 2.7(a) above). If known, then no less than five (5) Business Days prior to and if unknown, then promptly after any expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the applicable expiration, termination or repeal and stating the date on which the mandatory prepayment shall occur. For the avoidance of doubt, there shall be no prepayment fee in the event that the expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect occurs prior to the first anniversary of the Agreement Date. (iii) Upon the occurrence of any Event of Default which results in the acceleration of amounts due under the Notes, together with payment of the prepayment fee (as specified in Section 2.7(a) above); provided that if the Event of Default occurs prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of the principal amount of the Notes. (b) Any prepayment required under this Section 2.8 shall be accompanied by the prepayment fee, if any, set forth in Section 2.7(a) and/or Section 2.8(a) hereof. Any Purchaser shall receive its Pro Rata Share of any such prepayment.

Mandatory Prepayment. (a) Issuers shall be required to repay in full If at any time during the outstanding principal Term, the Outstanding Balance at such time exceeds the amount of the Loans, and all accrued interest thereon and Total Available Commitments (with the applicable prepayment fee (as specified below) upon the occurrence amount of any such excess being referred to herein as the "Borrowing Base Deficit"), then the Borrowers shall (provided no Event of Default then exists, in which event this section shall be subject to the following events: terms and provisions of Section 6.2) either (i) Concurrently with any Change of Control, together with payment of the prepayment fee (as specified in Section 2.7(a) above); provided that if the Change of Control occurs prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of the principal amount of the Notes. No less than five (5) Business Days prior to any proposed Change of Control, Issuers will immediately deliver a written notice to the Administrative Agent and each an Approval Request proposing one or more additional assets for inclusion in the Borrowing Base Assets Pool (subject to the approval of the Purchasers describing Administrative Agent and Required Lenders pursuant to Section 5.19), which, if accepted as Borrowing Base Assets, would eliminate the transaction Borrowing Base Deficit, or (ii) within two (2) Domestic Business Days following the occurrence of such event, pay to the Administrative Agent in cash, for the account of the Lenders, an amount equal to the Borrowing Base Deficit, or (iii) undertake a combination of the alternatives permitted by the foregoing clauses (i) and (ii), such that constitutes such combination would eliminate the Borrowing Base Deficit. In the event that any asset proposed Change of Control and stating as a Borrowing Base Asset in any Approval Request submitted by the Borrowers pursuant to the foregoing sentence is not approved in accordance with Section 5.19, the Borrowers shall immediately pay, within two (2) Domestic Business Days following the date on which such Approval Request is denied (or deemed denied), in cash, the Change of Control shall occur. (ii) Upon the effective date of the expirationamount such that, termination or repeal of a Cannabis Actupon such payment, if such expiration, termination or repeal has a Material Adverse Effect, together with payment of the prepayment fee (as specified in Section 2.7(a) above). If known, then no less than five (5) Business Days prior to and if unknown, then promptly after any expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect, Issuers Borrowing Base Deficit will deliver a written notice to the Administrative Agent and each of the Purchasers describing the applicable expiration, termination or repeal and stating the date on which the mandatory prepayment shall occur. For the avoidance of doubt, there shall be no prepayment fee in the event that the expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect occurs prior to the first anniversary of the Agreement Date. (iii) Upon the occurrence of any Event of Default which results in the acceleration of amounts due under the Notes, together with payment of the prepayment fee (as specified in Section 2.7(a) above); provided that if the Event of Default occurs prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of the principal amount of the Notesexist. (b) Any The Borrowers shall not sell, or voluntarily permit the full or partial redemption, prepayment or refinancing of a Borrowing Base Asset unless, after giving effect to such transaction, either (i) Borrowers shall remain in compliance with the provisions hereof, including without limitation, the Outstanding Balance will not exceed the Total Available Commitments, or (ii) Borrowers shall, on or before such sale, prepay the Loans in an amount at least equal to the amount required under this Section 2.8 shall be accompanied by such that the prepayment fee, if any, set forth in Section 2.7(a) and/or Section 2.8(a) hereof. Any Purchaser shall receive its Pro Rata Share of any such prepaymentOutstanding Balance will not exceed the Total Available Commitments.

Mandatory Prepayment. (a) Issuers If a Mandatory Prepayment Event shall be required occur when any Notes remain outstanding, each holder of Notes shall have the right, at such holder’s option, to repay in full require the outstanding principal amount Company to prepay all or any portion of such holders’ Notes on a date specified by the Loans, and all accrued interest thereon and Company (the applicable prepayment fee (as specified below“Mandatory Prepayment Date”) upon the occurrence of any of the following events: (i) Concurrently with any Change of Control, together with payment of the prepayment fee (as specified in Section 2.7(a) above); provided that if the Change of Control occurs prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of the principal amount of the Notes. No is not less than five (5) 20 nor more than 35 Business Days prior to any proposed Change of Control, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the transaction that constitutes the proposed Change of Control and stating after the date on which the Change Company gives the notice of Control shall occur. such Mandatory Prepayment Event pursuant to clause (iib) Upon the effective date of the expiration, termination or repeal of a Cannabis Act, if such expiration, termination or repeal has a Material Adverse Effect, together with payment of the prepayment fee (as specified in Section 2.7(a) above). If known, then no less than five (5) Business Days prior to and if unknown, then promptly after any expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the applicable expiration, termination or repeal and stating the date on which the mandatory prepayment shall occur. For the avoidance of doubt, there shall be no prepayment fee in the event that the expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect occurs prior to the first anniversary of the Agreement Date. (iii) Upon the occurrence of any Event of Default which results in the acceleration of amounts due under the Notes, together with payment of the prepayment fee (as specified in Section 2.7(a) above); provided that if the Event of Default occurs prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of the principal amount of the Notesbelow. (b) Any Within 15 days after the occurrence of a Mandatory Prepayment Event, the Company shall give to holders of Notes a written notice (the “Mandatory Prepayment Event Notice”) of the Mandatory Prepayment Event and of the prepayment required under right at the option of the holders arising as a result thereof. Each Mandatory Prepayment Event Notice shall specify the events causing the Mandatory Prepayment Event, the Mandatory Prepayment Date, the place or places where Notes shall be surrendered for prepayment, and reasonable procedures that holders must follow to require the Company to prepay their Notes. A holder desiring to exercise its right to prepayment of its Notes pursuant to this Section 2.8 8.3 must give notice of such election, which shall be accompanied by irrevocable, to the Company on or prior to the close of business on the Business Day immediately preceding the Mandatory Prepayment Date. No failure of the Company to give the foregoing notice and no defect therein shall limit the Note holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 8.3. (c) In connection with any prepayment feeoffer, if anythe Company will, set forth to the extent applicable, comply with the provisions of Rule 13e-4, Rule 14e-1 and any other applicable tender offer rules under the Exchange Act. (d) Upon surrender of a Note that is to be prepaid, in part pursuant to this Section 8.3, as applicable, the Company shall execute and deliver to the holder a new Note in an authorized denomination equal in principal amount to the unpaid portion of the Note surrendered, in accordance with the procedures provided in Section 2.7(a) and/or Section 2.8(a) hereof. Any Purchaser shall receive its Pro Rata Share of any such prepayment12.2.

Mandatory Prepayment. (a) Issuers In the event that an -------------------- Unencumbered Asset Pool Property is sold, transferred or released from the restrictions of Section 5.17 hereof, the Borrower shall, simultaneously with such sale or transfer, prepay the Loans in such amount as shall be required for the Borrower to repay remain in full compliance with this Agreement. Notwithstanding the outstanding principal amount foregoing, a simultaneous like-kind exchange under Section 1031 of the LoansInternal Revenue Code will not be subject to the provisions of this Section 2.10(a), and all accrued interest thereon and the applicable prepayment fee (as specified below) upon the occurrence of any of the following events: (i) Concurrently with any Change of Control, together with payment of the prepayment fee (as specified in Section 2.7(a) above); provided that if the Change exchanged property has qualified as an Unencumbered Asset Pool Property. Sale of Control occurs prior an Unencumbered Asset Pool Property in violation of this Section 2.10(a) shall constitute an Event of Default. Prepayments made under this Section 2.10(a) shall be applied to the first anniversary of amounts outstanding under the Agreement DateTranche B Loan and, then the prepayment fee shall equal 4.0% of the principal amount of the Notes. No less than five (5) Business Days prior to any proposed Change of Control, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the transaction that constitutes the proposed Change of Control and stating the date on which the Change of Control shall occur. (ii) Upon the effective date of the expiration, termination or repeal of a Cannabis Act, if such expiration, termination or repeal has a Material Adverse Effect, together with payment of the prepayment fee (as specified in Section 2.7(a) above). If known, then no less than five (5) Business Days prior to and if unknown, then promptly after any expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the applicable expiration, termination or repeal and stating the date on which the mandatory prepayment shall occur. For the avoidance of doubt, there shall be no prepayment fee in the event that the expirationthere are no amounts outstanding thereunder, termination or repeal of a Cannabis Act that has a Material Adverse Effect occurs prior then such prepayments shall be applied pro rata to the first anniversary of the Agreement Date. (iii) Upon the occurrence of any Event of Default which results in the acceleration of amounts due outstanding under the NotesTranche A Loan, together with payment of the prepayment fee (as specified in Section 2.7(a) above); provided that if Tranche C Loan and the Event of Default occurs prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of the principal amount of the NotesTranche D Loan. (b) In addition to the payments of interest required to be made hereunder for each Tranche C Loan and Tranche D Loan, Borrower shall pay to the Administrative Agent for the benefit of the Tranche C Banks and the Tranche D Banks, an amount equal to (1) $5,000,000 on June 30, 1998, (2) $20,000,000 on September 30, 1998, and (3) $25,000,000 on December 31, 1998 (each, a "Required -------- Amortization Payment") in partial prepayment of the Tranche C Loan and the -------------------- Tranche D Loan. The Required Amortization Payments shall be applied pro rata to prepayment of the amounts outstanding under each of the Tranche C Loan and the Tranche D Loan. Any prepayment individual Tranche D Bank may waive application of its pro rata share of the Required Amortization Payment to the Tranche D Loan by notifying the Administrative Agent at least thirty (30) days prior to the date of such Required Amortization Payment, in which event, any such payment shall be applied by the Administrative Agent to prepayment, pro rata, of amounts outstanding under the Tranche C Loan. (c) Commencing January 1, 1999, in addition to the payments of interest required to be made hereunder with respect to the Tranche D Loan and the payments required under this Section 2.8 2.10(b), Borrower shall pay annually to the Administrative Agent for the benefit of the Tranche D Banks, an amount equal to one percent (1%) of the original principal amount of the Tranche D Loan Amount (each, a "Tranche D Amortization Payment"), payment of which amount ------------------------------ shall be accompanied by made in equal quarterly amounts, on the first Business Day of each calendar quarter, on each January 1, April 1, July 1 and October 1 during the Term, in partial prepayment feeof the Tranche D Loan. (d) In the event the Borrower issues commercial mortgage backed securities as described in the Proxy Statement with respect to those Real Property Assets demised under that certain Master Lease identified on Schedule 5.23 hereof, if anythe proceeds of such transaction shall be applied to amounts outstanding under the Tranche A Loan as of the date of the closing of such transaction. In the event further prepayments are required under Section 2.10(a) as a result of such transaction, then such prepayments shall be applied as set forth in Section 2.7(a) and/or Section 2.8(a2.10(a) hereof. Any Purchaser shall receive its Pro Rata Share of any such prepayment.

Mandatory Prepayment. (i) Upon the occurrence of (a) Issuers a Catastrophic Loss, or (b) a Material Loss in the event that the Company does not use the Loss Proceeds received to rebuild or repair the Pipeline or otherwise render the Pipeline fit for normal use, the Company shall prepay Notes in an amount equal to the Pro Rata Portion of the Loss Proceeds (which Pro Rata Portion shall be required to repay in full calculated as at the outstanding principal amount of the Loans, and all accrued interest thereon and the applicable prepayment fee (as specified below) upon the occurrence of any of the following events: (i) Concurrently with any Change of Control, together with payment of the prepayment fee (as specified in Section 2.7(a) above); provided that if the Change of Control occurs prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of the principal amount of the Notes. No less than five (5) date which is two Business Days prior to any proposed Change of Control, Issuers will deliver a written notice to the Administrative Agent and each Determination Date (as defined below) of the Purchasers describing Notes to be prepaid), in whole or in part ratably among the transaction that constitutes holders of the proposed Change of Control Notes at a prepayment price equal to all unpaid principal thereof plus accrued and stating unpaid interest thereon to and on a date to be determined by the Company, which date shall fall within three (3) months after the date on which the Change Loss Proceeds are received by or on behalf of Control shall occurthe Company (such date, the “Determination Date”). (ii) Upon the effective date of the expiration, termination or repeal of a Cannabis Act, if such expiration, termination or repeal has a Material Adverse Effect, together with payment of the prepayment fee (as specified in Section 2.7(a) above). If known, then no less than five (5) Business Days prior to and if unknown, then promptly after any expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect, Issuers will deliver a written notice Subject to the Administrative Agent and each of requirements set forth in clause (iii) below, the Purchasers describing the applicable expirationCompany shall, termination or repeal and stating the date on which the mandatory prepayment shall occur. For the avoidance of doubt, there shall be no prepayment fee in the event that the expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect occurs at least 60 days prior to the first anniversary Determination Date as established by the Company (unless a shorter notice period shall be specified with respect to the same redemption or repayment event pursuant to the Senior Indenture, the Senior Loan Agreement, or the Senior 2009 Notes Agreement), deliver to each holder of Notes a notice specifying (a) the event giving rise or potentially giving rise to a mandatory prepayment pursuant to Section 8.7(i), (b) the Determination Oat to be established hereunder, (c) the prepayment price, (d) the aggregate principal amount of the Agreement Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.3) and (e) that the prepayment price shall be wire transferred (in immediately available funds) to the holder of each Note being prepaid. The Company shall, no later than 45 days prior to the Determination Date, deliver to each holder of Notes a certificate of a Senior Financial Officer, describing the occurrence of the event and an estimate of the amount of the Catastrophic Loss or Material Loss, as the case may be. (iii) Upon the occurrence of any Event of Default which results in the acceleration of amounts due under the Notes, together with payment of the The Notes shall also be subject to mandatory prepayment fee (as specified in Section 2.7(a) above); provided that if the Event of Default occurs prior pursuant to the first anniversary provisions of the Agreement Date, then the prepayment fee shall equal 4.0% of the principal amount of the NotesSection 10.1(A). (b) Any prepayment required under this Section 2.8 shall be accompanied by the prepayment fee, if any, set forth in Section 2.7(a) and/or Section 2.8(a) hereof. Any Purchaser shall receive its Pro Rata Share of any such prepayment.

Mandatory Prepayment. (ai) Issuers shall be required to repay in full If any Prepayment Trigger occurs, then Lender may declare the outstanding principal amount of the LoansLoans plus any accrued and unpaid interest thereon to be immediately due and payable hereunder, in whole but not in part, to the extent permitted by law, together, if applicable, with any additional amounts due in respect thereof pursuant to clause (ii) below, and all accrued interest thereon other Obligations then outstanding together with all other amounts in respect thereof to the Lender Account, and the applicable prepayment fee (as specified belowprovisions of this Section 3.02(a) upon the occurrence of any of the following events: (i) Concurrently with any Change of Control, together with payment of the prepayment fee (as specified in Section 2.7(a) above); provided that if the Change of Control occurs prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of the principal amount of the Notes. No less than five (5) Business Days prior to any proposed Change of Control, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the transaction that constitutes the proposed Change of Control and stating the date on which the Change of Control shall occurapply. (ii) Upon Any prepayment of the effective Loans pursuant to Section 3.02(a)(i) shall include a prepayment premium in the amount indicated in the second column of the table below (determined as of the Prepayment Event Date): [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. During the 36-month period commencing on the Closing Date [ * ]% of the outstanding principal balance of the Loans as of the Prepayment Event Date After the 36-month period, and through and including the end of the 48-month period, following the Closing Date [ * ]% of the outstanding principal balance of the Loans as of the Prepayment Event Date After the 48-month period, and through and including the end of the 60-month period, following the Closing Date [ * ]% of the outstanding principal balance of the Loans as of the Prepayment Event Date After the 60-month period, and through and including the end of the 72-month period, following the Closing Date [ * ]% of the outstanding principal balance of the Loans as of the Prepayment Event Date After the 72-month period following the Closing Date and thereafter [ * ]% of the outstanding principal balance of the Loans as of the Prepayment Event Date (iii) In addition to the amount in clause (ii) above, in connection with the prepayment in full of the Loans outstanding, any unpaid amounts in respect of such prepaid Loans not consisting of principal or Fixed Interest (i.e., any unpaid amounts for indemnification, tax gross-up, default interest, expense reimbursement and other amounts not consisting of principal or interest) shall be immediately due and payable. (iv) The date of the expiration, termination or repeal of a Cannabis Act, if such expiration, termination or repeal has a Material Adverse Effect, together with payment prepayment of the prepayment fee (as specified in Loans and any other amounts due to Lender under this Section 2.7(a) above3.02(a), shall be a Business Day not more than 10 Business Days following the date the Prepayment Trigger has occurred. If known, then no Not less than five (5) 5 Business Days prior to such prepayment date, Borrower shall provide to Lender a Notice of Prepayment showing the calculation of the amount to be prepaid and if unknown, then promptly after all other amounts payable in connection therewith under this Section 3.02(a). Such Notice of Prepayment shall constitute Borrower’s irrevocable commitment to prepay the Loans outstanding and all such other amounts on such prepayment date. (v) Notwithstanding anything in this Agreement or in any expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect, Issuers will deliver a written notice other Loan Document to the Administrative Agent and each of contrary, if a Loan shall remain outstanding after the Purchasers describing the applicable expiration, termination or repeal and stating the date on which the mandatory prepayment shall occur. For the avoidance of doubt, there shall be no prepayment fee in the event that the expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect occurs prior to the first fifth (5th) anniversary of the Agreement Date. (iii) Upon initial issuance thereof and the occurrence of any Event of Default which results aggregate amount that would be includible in the acceleration gross income of amounts due under a Lender with respect to a Loan (within the Notes, together with payment meaning of Section 163(i) of the prepayment fee Code) for the periods ending on or before any Interest Payment Date that occurs after such fifth (5th) anniversary (the “Aggregate Accrual”) would otherwise exceed an amount equal to the sum of (i) the aggregate amount of interest to be paid (within the meaning of Section 163 (i) of the Code) under such Loan on or before such Interest Payment Date, and (ii) the product of (A) the issue price (as specified defined in Section 2.7(a1273(b) above); provided that if the Event of Default occurs prior to the first anniversary of the Agreement DateCode) of such Loan and (B) the yield to maturity (interpreted in accordance with Section 163(i) of the code) of such Loan (such sum, the “Maximum Accrual”), then the prepayment fee Borrower shall equal 4.0% pay on each applicable Interest Payment Date occurring after such fifth (5th) anniversary that portion of the outstanding principal amount of such Loan necessary to prevent such Loan from constituting an “applicable high yield discount obligation” within the Notes. (bmeaning of Section 163(i) Any prepayment required under this Section 2.8 shall be accompanied by of the prepayment feecode, up to an amount equal to the excess, if any, set forth of the Aggregate Accrual over the Maximum Accrual [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (each such payment, the “AHYDO Payment”) and the amount of such AHYDO Payment and any interest thereon shall be treated for U.S. federal income tax purposes as an amount of interest to be paid (within the meaning of Section 163(i)(2)(B)(i) of the Code) under such Loan. This provision is intended to prevent the Loans from being classified as “applicable high yield discount obligations,” as defined in Section 2.7(a163(i) and/or Section 2.8(a) hereof. Any Purchaser of the Code, and shall receive its Pro Rata Share of any such prepaymentbe interpreted consistently therewith.

Mandatory Prepayment. (a) Issuers shall be required to repay in full the outstanding principal amount If a Borrower Change of the Loans, and all accrued interest thereon and the applicable prepayment fee (as specified below) upon the occurrence Control or Borrower Change of any of the following eventsOwnership occurs: (i) Concurrently with any Change the Borrower shall promptly notify the Facility Agent upon becoming aware of Control, together with payment of the prepayment fee (as specified in Section 2.7(a) above); provided that event or if the Change Facility Agent otherwise becomes aware of Control occurs prior to such event the first anniversary of Facility Agent shall notify the Agreement Date, then the prepayment fee shall equal 4.0% of the principal amount of the Notes. No less than five (5) Business Days prior to any proposed Change of Control, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the transaction that constitutes the proposed Change of Control and stating the date on which the Change of Control shall occur.Borrower accordingly; (ii) Upon the effective date of Facility Agent shall promptly notify the expiration, termination or repeal of a Cannabis Act, if such expiration, termination or repeal has a Material Adverse Effect, together with payment of the prepayment fee (as specified in Section 2.7(a) above). If known, then no less than five (5) Business Days prior to and if unknown, then promptly after any expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the applicable expiration, termination or repeal and stating the date on which the mandatory prepayment shall occur. For the avoidance of doubt, there shall be no prepayment fee in the event that the expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect occurs prior to the first anniversary of the Agreement Date.Lenders thereof; (iii) Upon no Lender shall be obliged to fund any Utilisation; and (iv) if a Lender so requires and notifies the occurrence Facility Agent within five Business Days of any Event that Lender being notified by the Facility Agent of Default which results the event the Facility Agent shall, by not less than five Business Days’ notice to the Borrower, cancel the Commitment of that Lender and declare the participation of that Lender in the acceleration of amounts due under the Notesall outstanding Loans, together with payment accrued interest, and all other amounts accrued under the Finance Documents immediately due and payable, whereupon the Commitment of the prepayment fee (as specified in Section 2.7(a) above); provided that if the Event of Default occurs prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of the principal amount of the NotesLender will be cancelled and all such outstanding amounts will become immediately due and payable. (b) Any prepayment required under this Section 2.8 If at any time the Tangible Net Worth of the Guarantor is less than US$1,000,000,000: (i) the Borrower shall promptly notify the Facility Agent upon becoming aware of that event or if the Facility Agent otherwise becomes aware of such event the Facility Agent shall notify the Borrower accordingly; (ii) the Facility Agent shall promptly notify the Lenders thereof; (iii) no Lender shall be accompanied obliged to fund any Utilisation; and (iv) if a Lender so requires and notifies the Facility Agent within five Business Days of that Lender being notified by the prepayment feeFacility Agent of the event the Facility Agent shall, if anyby not less than 45 days’ notice to the Borrower, set forth cancel the Commitment of that Lender and declare the participation of that Lender in Section 2.7(a) and/or Section 2.8(a) hereof. Any Purchaser shall receive its Pro Rata Share all outstanding Loans, together with accrued interest, and all other amounts accrued under the Finance Documents immediately due and payable, whereupon the Commitment of any that Lender will be cancelled and all such prepaymentoutstanding amounts will become immediately due and payable.

Mandatory Prepayment. (aA) Issuers The Borrowers will, at any time, immediately prepay the Revolving Loans when the aggregate principal amount of all Revolving Loans plus the outstanding amount of all Letter of Credit Obligations exceeds the Borrowing Base, to the full extent of any such excess. On each day that any Revolving Loans or Letter of Credit Obligations are outstanding, the Borrowers shall hereby be deemed to represent and warrant to the Agents and the Lenders that the Borrowing Base calculated as of such day equals or exceeds the aggregate principal amount of all Revolving Loans and Letter of Credit Obligations outstanding on such day. (B) If at any time after the Borrowers have complied with the first sentence of paragraph (A) of this Section 2.05(c)(i), the aggregate Letter of Credit Obligations is greater than the then current Borrowing Base, the Borrowers shall provide cash collateral to the Administrative Agent in an amount equal to 105% of such excess, which cash collateral shall be required deposited in the Letter of Credit Collateral Account and, provided that no Event of Default shall have occurred and be continuing, returned to repay in full the Borrowers, at such time as the aggregate Letter of Credit Obligations plus the aggregate principal amount of all outstanding Revolving Loans no longer exceeds the then current Borrowing Base. (C) The Borrowers will immediately prepay the outstanding principal amount of the Loans, and all accrued interest thereon and Term Loans in the applicable prepayment fee (as specified below) upon event that the occurrence of Total Revolving Credit Commitment is terminated for any of the following events: (i) Concurrently with any Change of Control, together with payment of the prepayment fee (as specified in Section 2.7(a) above); provided that if the Change of Control occurs prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of the principal amount of the Notes. No less than five (5) Business Days prior to any proposed Change of Control, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the transaction that constitutes the proposed Change of Control and stating the date on which the Change of Control shall occurreason. (ii) Upon Prior to the effective date Final Facility Effective Date, in the absence of an Event of Default, any funds transferred to or deposited in the Administrative Agent's Account, will be returned to the Borrowers in accordance with the terms of the expirationInterim Bankruptcy Court Order. On and after the Final Facility Effective Date, termination or repeal of a Cannabis Act, if such expiration, termination or repeal has a Material Adverse Effect, together with payment of the prepayment fee (as specified in Section 2.7(a) above). If known, then no less than five (5) Business Days prior to and if unknown, then promptly after any expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect, Issuers will deliver a written notice to the Administrative Agent and shall on each Business Day apply all funds transferred to or deposited in the Administrative Agent's Account, to the payment, in whole or in part, of the Purchasers describing outstanding principal amount of the applicable expirationRevolving Loans; provided, termination or repeal and stating the date on which the mandatory prepayment shall occur. For the avoidance of doubtthat, there (A) such funds shall be no prepayment fee applied to the outstanding principal amount of the Term Loan A and/or the Term Loan B (x) in the event that the expiration, termination or repeal absence of a Cannabis Act that has a Material Adverse Effect occurs prior continuing Event of Default, to the first anniversary extent such application is specifically provided for in Section 2.05(d), and (y) during the existence of an Event of Default, in accordance with Section 5.04(b), and (B) if no Revolving Loans remain outstanding after the Agreement Dateapplication of such funds to repay any outstanding Revolving Loans, such funds are not required to be applied to the Term Loan A and the Term Loan B pursuant to clause (A) of this proviso and no Event of Default has occurred and is continuing, the remaining funds received in the Administrative Agent's Account shall, within two (2) Business Days, be returned by the Administrative Agent to the Borrowers. (iii) Upon Immediately upon any Disposition by any Loan Party or its Subsidiaries (other than a Disposition of assets of Solutia Europe or any of its Subsidiaries), the occurrence of any Event of Default which results in Borrowers shall prepay the acceleration of amounts due under the Notes, together with payment of the prepayment fee (as specified in Section 2.7(a) above); provided that if the Event of Default occurs prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of the outstanding principal amount of the Notes. Loans in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition. Nothing contained in this subsection (biii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition (including, without limitation, a Disposition of assets of Solutia Europe or any of its Subsidiaries) of any property other than in accordance with Section 8.02(c). Any prepayment payments required to be made under this Section 2.8 subsection (iii) shall be accompanied by the prepayment fee, if any, applied as set forth in Section 2.7(a2.05(d). (iv) and/or Section 2.8(aUpon the receipt by any Loan Party or any of its Subsidiaries (other than by Solutia Europe or any of its Subsidiaries) hereofof any Extraordinary Receipts after the Final Facility Effective Date, the Borrowers shall prepay the outstanding principal amount of the Loans in an amount equal to 100% of such Extraordinary Receipts, net of any reasonable expenses incurred in collecting such Extraordinary Receipts. Any Purchaser payments required to be made under this subsection (iv) shall receive be applied as set forth in Section 2.05(d). (v) Simultaneously with the receipt by any Loan Party or any of its Pro Rata Share Subsidiaries (other than by Solutia Europe or any of its Subsidiaries) of any tax refund or the proceeds of any judgment, settlement or other consideration of any kind in connection with any cause of action arising under the Bankruptcy Code or otherwise (including Avoidance Actions but excluding any Avoided Payments), the Borrowers shall prepay the outstanding principal amount of the Loans in an amount equal to 100% of the net proceeds received. Any payments required to be made under this subsection (v) shall be applied as set forth in Section 2.05(d). (vi) If any Loan Party receives a return of any cash collateral pledged by it to support letters of credit or other similar credit instruments, the Borrowers shall prepay the outstanding principal amount of the Loans in an amount equal 100% of such prepaymentcash. Any payments required to be made under this subsection (vi) shall be applied as set forth in Section 2.05(d). (vii) In the event that the Lenders are required to repay or disgorge to the Borrowers, or any representatives of the Borrowers' estate, and have repaid, all or any portion of the Pre-Petition Obligations authorized and directed to be repaid pursuant to the Interim Financing Order or the Final Financing Order, as the case may be, or any payment on account of the Pre-Petition Obligations made to any Lender is rescinded for any reason whatsoever, including, but not limited to, as a result of any Avoidance Action, or any other action, suit, proceeding or claim brought under any other provision of the Bankruptcy Code or any applicable state law, or any other similar provisions under any other state or federal statutory or common law (all such amounts being hereafter referred to as the "Avoided Payments"), then, in such event, the Borrowers shall prepay the outstanding principal amount of the Loans in an amount equal to 100% of such Avoided Payments immediately upon receipt of the Avoided Payments by the Borrowers or any representative of the Borrowers' estate. Any payment required to be made under this subsection (vii) shall be applied as set forth in Section 2.05(d). (viii) Notwithstanding the foregoing, (A) in connection with a Disposition under Section 2.05(c)(iii) or receipt of insurance proceeds or condemnation awards pursuant to Section 2.05(c)(iv), up to $5,000,000 in the aggregate in any 12-month period of the Net Cash Proceeds from such Disposition and Extraordinary Receipts from such insurance proceeds or condemnation awards, as the case may be, received by any Loan Party or any of its Subsidiaries in connection therewith shall not be required to be applied to the prepayment of the Loans on such date to the extent such proceeds are used to replace, repair or restore the properties or assets used in any Loan Party's or any of its Subsidiaries' business in respect of which such Net Cash Proceeds or Extraordinary Receipts, as the case may be, were paid, provided that, (x) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds or such Extraordinary Receipts, (y) the Administrative Borrower delivers a certificate to the Agents within 5 days after such Disposition or 10 days after the date of such loss, destruction or taking, as the case may be, stating that such proceeds shall be used to replace, repair or restore any such properties or assets to be used in any Loan Party's or any of its Subsidiaries' business within a period specified in such certificate not to exceed 90 days after the receipt of such proceeds (which certificate shall set forth estimates of the proceeds to be so expended) and (z) such proceeds are deposited in an account subject to the sole dominion of the Administrative Agent; and if all or any portion of such proceeds not so applied to the prepayment of the Loans are not used in accordance with the preceding sentence within the period specified in the relevant certificate furnished pursuant hereto or there shall occur a Default or Event of Default, such remaining portion shall be applied to the Loans as required by Section 2.05(c)(iii) or Section 2.05(c)(iv), as applicable, on the last day of such specified period or immediately, in the case of a Default or Event of Default; and (B) the Borrowers shall not be required to make a prepayment under Section 2.05(c)(iii) or Section 2.05(c)(iv) (other than with respect to any event described in Section 2.05(c)(iii) or Section 2.05(c)(iv) for which the Loans would be required to be prepaid under Section 2.05(d) in the absence of this clause (B), to the extent of the required prepayment to the Loans), unless the aggregate amount of Net Cash Proceeds received as a result of the events described in such Sections exceeds $2,500,000 and any such required prepayment under such Sections shall be limited to the Net Cash Proceeds and Extraordinary Receipts, net of any reasonable expenses incurred in connection with such Extraordinary Receipts, exceeding $2,500,000. (ix) Without limiting any other provision of this Agreement or any other Loan Document permitting or requiring prepayment of Loans in whole or in part, the Borrowers shall prepay the Loans in full without premium or penalty on the date which is 30 days following the entry of the Interim Facility Bankruptcy Court Order in the event the Final Bankruptcy Court Order shall not have been entered on or before such date.

Mandatory Prepayment. (a) Issuers shall be required to repay in full the outstanding principal amount of the LoansThe Funding Loan, together with accrued interest thereon, and all accrued interest thereon and together with Prepayment Premium (to the applicable extent payable under the Project Note), is subject to mandatory prepayment fee (on any Business Day, in whole or in part as specified indicated below) , at the earliest practicable date upon the occurrence of any of the following: in whole or in part, upon the occurrence of a mandatory prepayment of the Project Loan pursuant to Section 10(b) of the Project Note and receipt by the Fiscal Agent of a written direction by the Funding Lender Representative that the Funding Loan shall be subject to mandatory payment as a result thereof; or in part, on the Interest Payment Date next following events: the completion of the rehabilitation of the Project, to the extent amounts remaining in the Project Account of the Project Loan Fund are transferred to the Loan Prepayment Fund pursuant to Section 4.02(e) hereof. Notice of Prepayment . Notice of the intended prepayment of the Funding Loan shall be given by the Fiscal Agent by first class mail, postage prepaid, or by overnight delivery service, to the Funding Lender. All such prepayment notices shall be given not less than ten (10) days (not less than thirty (30) days in the case of optional prepayment) nor more than sixty (60) days prior to the date fixed for prepayment. Notices of prepayment shall state (i) Concurrently with any Change of Control, together with payment of the prepayment fee (as specified in Section 2.7(a) above); provided that if the Change of Control occurs prior to the first anniversary of the Agreement Datedate, then the prepayment fee shall equal 4.0% of the principal amount of the Notes. No less than five (5) Business Days prior to any proposed Change of Control, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the transaction that constitutes the proposed Change of Control and stating the date on which the Change of Control shall occur. (ii) Upon the effective date prepayment amount, and (iii) the place or places where amounts due upon such prepayment will be payable. Notice of such prepayment shall also be sent by first class mail, postage prepaid, or by overnight delivery service, to the Servicer, not later than the time of mailing of notices required by the first paragraph above, and in any event no later than simultaneously with the mailing of notices required by the first paragraph above; provided, that neither failure to receive such notice nor any defect in any notice so mailed shall affect the sufficiency of the expiration, termination or repeal of a Cannabis Act, if such expiration, termination or repeal has a Material Adverse Effect, together with payment proceedings for the prepayment of the prepayment fee (as specified in Section 2.7(a) above)Funding Loan. If knownNotwithstanding the foregoing, then no less than five (5) Business Days prior to and if unknown, then promptly after any expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the applicable expiration, termination or repeal and stating the date on which the mandatory prepayment shall occur. For the avoidance of doubt, there shall be no prepayment fee in the event that the expirationFiscal Agent is not collecting and remitting loan payments hereunder, termination or repeal of a Cannabis Act that has a Material Adverse Effect occurs prior the Fiscal Agent shall have no obligation to the first anniversary of the Agreement Date. (iii) Upon the occurrence of any Event of Default which results in the acceleration of amounts due under the Notes, together with payment of the send prepayment fee (as specified in Section 2.7(a) above); provided that if the Event of Default occurs prior notices pursuant to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of the principal amount of the Notes. (b) Any prepayment required under this Section 2.8 shall be accompanied by the prepayment fee, if any, set forth in Section 2.7(a) and/or Section 2.8(a) hereof3.02. Any Purchaser shall receive its Pro Rata Share of any such prepayment.REVENUES AND FUNDS

Mandatory Prepayment. (a) Issuers shall be required If it becomes unlawful for any Senior Lender to repay maintain or fund all or any portion of its Senior Loan, the Borrower shall, immediately following receipt of a notice from the Senior Lenders so indicating and requesting prepayment on that basis, prepay such Senior Loan in full or the outstanding principal amount portion of such Senior Loan affected in accordance with clause (a) of Section 2.17 (Illegality). (b) The Borrower shall prepay the Senior Loans concurrently with any prepayment of Long-Term Debt of the Borrower (excluding prepayment of any Sponsor Party Subordinated Loans or the Galicia VAT Loans), and all accrued interest thereon and including any Senior Loan, pro rata with such other Long-Term Debt being prepaid. (c) If an Unauthorized Share Transaction occurs, the applicable prepayment fee (as specified below) upon Borrower shall prepay the Senior Loans in full on the Interest Payment Date immediately falling after the occurrence of any such Unauthorized Share Transaction. (d) If an Upwind Array Event occurs and, on the basis of the following eventsrelevant Upwind Array Financial Model, the Projected Senior Debt Service Coverage Ratio for each subsequent period of four (4) financial quarters is not at least 1.30:1.00, then the Borrower shall, on each subsequent Interest Payment Date and after having made all transfers required to be made on such date in accordance with the Accounts Agreements, apply all amounts on deposit in the Restricted Payment Account to the prepayment of the Senior Loans in an amount necessary such that, after giving pro forma effect to such prepayment, the Projected Senior Debt Service Coverage Ratio as of each remaining period of four (4) financial quarters is at least 1.30:1.00. (e) To the extent received by the Borrower or by any Finance Party or on behalf of the Borrower (whether or not in the relevant Project Account), the Borrower shall apply to the prepayment of the Senior Loans: (i) Concurrently on the Interest Payment Date immediately after receipt thereof, any Net Expropriation Proceeds; (ii) on the Interest Payment Date immediately after receipt thereof, any Net Termination Proceeds; (iii) on the Interest Payment Date immediately after receipt thereof, any Net Liquidated Damages Proceeds in the amount necessary such that, after giving pro forma effect to such prepayment, the Projected Senior Debt Service Coverage Ratio is at least 1.30:1.00; (iv) on the Interest Payment Date immediately after receipt thereof, subject to Section 5.02(o) (Negative Covenants; Asset Sales), any Net Disposal Proceeds in excess of two hundred fifty thousand Dollars ($250,000), individually or in the aggregate for each Financial Year, to the extent such proceeds are not effectively applied to replace the sold assets within nine (9) months after receipt of such proceeds with new or refurbished assets of equal or greater value than the sold assets; and (v) on the Interest Payment Date immediately after receipt thereof, any Net Casualty Proceeds in excess of one million Dollars ($1,000,000), except to the extent that: (A) the PPA, any Authorization or applicable law requires such Net Casualty Proceeds to be applied to repair, restore or replace, or otherwise make good any loss or damage giving rise to such Net Casualty Proceeds; and (B) no later than sixty (60) days from the receipt of such Net Casualty Proceeds in excess of one million Dollars ($1,000,000) the Borrower may deliver a Restoration Plan to the Senior Lenders. In such case, (x) if the Senior Lenders (in consultation with the Independent Engineer and the Insurance Consultant) do not reasonably object to such Restoration Plan within thirty (30) days from its delivery, such Net Casualty Proceeds may be applied in accordance with such Restoration Plan; provided that, if such Net Casualty Proceeds are not so applied in full, the Borrower shall apply the portion of such Net Casualty Proceeds not so applied (1) first, to prepay the Senior Loans in the amount necessary (if any) such that, after giving pro forma effect to such prepayment, the Projected Debt Service Coverage Ratio is 1.30:1.00 and (2) second, to the Offshore Construction Account, the Offshore Collection Account or the applicable Onshore Project Account, as applicable, for application in accordance with the Accounts Agreements and (y) within fifteen (15) days after completing the implementation of such Restoration Plan, the Borrower shall deliver a written certification to the Senior Lenders of whether all such Net Casualty Proceeds were applied in accordance with the Restoration Plan delivered to the Senior Lenders pursuant to clause (y) above. (f) If the Borrower fails to achieve a Historical Senior Debt Service Coverage Ratio of at least 1.20:1.00 during any eight (8) consecutive financial quarters occurring after the Commercial Operations Date, the Borrower shall prepay the Senior Loans on the Interest Payment Date falling immediately after the end of such period in an amount equal to the balance of the Restricted Payment Account as of such Interest Payment Date (after giving effect to all transfers to be made on such Interest Payment Date, if any). (g) Amounts received as partial prepayments under this Section shall: (i) first, be allocated and paid by the Borrower pro rata among the Senior Loans in proportion to their respective principal amounts outstanding, provided that, in the case of any prepayment when an Inconvertibility Event is continuing (and without prejudice to Section 2.18(e)(ii) (Application of Payments; Sharing)), the amount of the Senior Loan outstanding to an Affected Senior Lender shall be reduced by its pro rata share of the funds held in an escrow account in accordance with Section 2.18(c) (Application of Payments; Sharing) in respect of the principal of its Senior Loan calculated based on the proportion which the amounts owed to such Affected Senior Lender bears to the aggregate amount owed to all the Affected Senior Lenders; and (ii) second, be applied by the Senior Lenders to all the respective outstanding installments of principal of its Senior Loans, in inverse order of maturity, except that any amount received as partial prepayments made under Sections 2.07(d), 2.07(e)(iii), 2.07(e)(v)(B) and 2.07(f) shall be applied by the Senior Lenders to all the respective outstanding installments of principal of its Senior Loans on a pro rata basis. (h) Simultaneously with any Change of Controlprepayment under this Section 2.07, together with payment the Borrower shall pay all accrued interest, fees and Increased Costs (if any) on the amount of the prepayment fee Senior Loans to be prepaid, the Fixed Rate Prepayment Fee in respect of prepayments of the IIC A Loan and the C2F Loan, the Make Whole Amount in respect of prepayments of the IFC Loan, the breakage costs, if applicable, redeployment costs, and all other amounts then due and payable under this Agreement and the Senior Loan Agreements, including the amount payable under Section 2.12 (as specified in Section 2.7(a) aboveUnwinding Costs); provided that , if the Change of Control occurs prior to the first anniversary of the Agreement prepayment is not made on an Interest Payment Date, then the prepayment fee shall equal 4.0% of the . (i) Any principal amount of the Notes. No less than five (5) Business Days prior to any proposed Change of Control, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the transaction that constitutes the proposed Change of Control and stating the date on which the Change of Control shall occur. (ii) Upon the effective date of the expiration, termination or repeal of a Cannabis Act, if such expiration, termination or repeal has a Material Adverse Effect, together with payment of the prepayment fee (as specified in Section 2.7(a) above). If known, then no less than five (5) Business Days prior to and if unknown, then promptly after any expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the applicable expiration, termination or repeal and stating the date on which the mandatory prepayment shall occur. For the avoidance of doubt, there shall be no prepayment fee in the event that the expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect occurs prior to the first anniversary of the Agreement Date. (iii) Upon the occurrence of any Event of Default which results in the acceleration of amounts due under the Notes, together with payment of the prepayment fee (as specified in Section 2.7(a) above); provided that if the Event of Default occurs prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of the principal amount of the Notes. (b) Any prepayment required Senior Loans prepaid under this Section 2.8 shall Agreement may not be accompanied by the prepayment fee, if any, set forth in Section 2.7(a) and/or Section 2.8(a) hereof. Any Purchaser shall receive its Pro Rata Share of any such prepaymentre-borrowed.

Mandatory Prepayment. (ai) Issuers The Borrower will immediately prepay the Revolving Loans within 1 Business Day at any time that the aggregate principal amount of all Revolving Loans plus the outstanding amount of all Letter of Credit Obligations exceeds the lesser of (A) the Total Revolving Credit Commitment, and (B) the Borrowing Base, to the full extent of any such excess. On each day that any Revolving Loans or Letter of Credit Obligations are outstanding, the Borrower shall hereby be deemed to represent and warrant to the Agents and the Lenders that the Borrowing Base calculated as of such day equals or exceeds the aggregate principal amount of all Revolving Loans and Letter of Credit Obligations outstanding on such day. If at any time after the Borrower has complied with the first sentence of this Section 2.05(c)(i), the aggregate Letter of Credit Obligations is greater than the lesser of (x) the Total Revolving Credit Commitment, and (y) the then current Borrowing Base, the Borrower shall provide cash collateral to the Administrative Agent in an amount equal to 105% of such excess, which cash collateral shall be required deposited in the Letter of Credit Collateral Account and, provided that no Event of Default shall have occurred and be continuing, returned to repay in full the Borrower, at such time as the aggregate Letter of Credit Obligations plus the aggregate principal amount of all outstanding Revolving Loans no longer exceeds the then current Borrowing Base. (ii) The Borrower will immediately prepay the outstanding principal amount of the Loans, and all accrued interest thereon Term Loan and the applicable prepayment fee (as specified below) upon the occurrence of any of the following events: (i) Concurrently with any Change of Control, together with payment of the prepayment fee (as specified in Section 2.7(a) above); provided that if the Change of Control occurs prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of the outstanding principal amount of the Notes. No less than five (5) Business Days prior to any proposed Change of Control, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the transaction that constitutes the proposed Change of Control and stating the date on which the Change of Control shall occur. (ii) Upon the effective date of the expiration, termination or repeal of a Cannabis Act, if such expiration, termination or repeal has a Material Adverse Effect, together with payment of the prepayment fee (as specified in Section 2.7(a) above). If known, then no less than five (5) Business Days prior to and if unknown, then promptly after any expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the applicable expiration, termination or repeal and stating the date on which the mandatory prepayment shall occur. For the avoidance of doubt, there shall be no prepayment fee Delayed Draw Term Loans in the event that the expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect occurs prior to the first anniversary of the Agreement DateTotal Revolving Credit Commitment is terminated for any reason. (iii) Upon the occurrence of any Event of Default which results The Administrative Agent shall on each Business Day apply all funds transferred to or deposited in the acceleration of amounts due under Administrative Agent’s Account, to the Notespayment, together with payment in whole or in part, of the prepayment fee (as specified in Section 2.7(a) above); provided that if the Event of Default occurs prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of the outstanding principal amount of the NotesRevolving Loans. (biv) Any prepayment required under this Within 10 days of delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 2.8 shall be accompanied by 7.01(a)(iii), commencing with the prepayment feedelivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended December 31, 2007 or, if anysuch financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii), set forth 10 days after the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii), the Borrower shall prepay the outstanding principal amount of the Loans in an amount equal to (A) the greater of (x) 50% of Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year, and (y) 50% of North American Excess Cash Flow of the Parent and its North American Subsidiaries for such Fiscal Year, minus (B) the sum of (x) the amount of all voluntary prepayments of the Term Loan made during such period pursuant to Section 2.7(a2.05(b)(ii), and (y) and/or the amount of all voluntary prepayments of the Delayed Draw Term Loans made during such period pursuant to Section 2.8(a2.05(b)(iii). (v) hereof. Any Purchaser shall receive its Pro Rata Share Within 1 Business Day of delivery to the Agents and the Lenders of the Borrowing Base Certificate pursuant to Section 7.01(a), the Borrower will immediately prepay the outstanding principal amount of the Loans to the extent that the outstanding principal amount of the Term Loan, plus the outstanding principal amount of the Delayed Draw Term Loans, plus the aggregate outstanding principal amount of all Revolving Loans, plus the aggregate outstanding amount of all Letter of Credit Obligations exceeds the aggregate amount of Collections from Accounts Receivable of the Borrower and the Domestic Guarantors during the 180 days immediately preceding such date, to the full extent of any such prepaymentexcess. (vi) Within 1 Business Day of the receipt of any proceeds of any Disposition by the Parent or any of its Domestic Subsidiaries and within 3 Business Days of the receipt of any proceeds of any Disposition by any Foreign Subsidiary of the Parent, in each case other than a Permitted Disposition (other than a Permitted Disposition of the type described in clauses (a), (b), and (s) of the definition of “Permitted Dispositions”), the Borrower shall prepay the outstanding principal amount of the Loans in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed $250,000 for all such Dispositions in any Fiscal Year. Nothing contained in this subsection (vi) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than a Permitted Disposition. (vii) Within 1 Business Day of the receipt of any proceeds of any issuance or incurrence by the Parent or any of its Domestic Subsidiaries of any Indebtedness and within 3 Business Days of the receipt of any proceeds of any issuance or incurrence by any Foreign Subsidiary of any Indebtedness (in each case, other than Indebtedness referred to in clauses (a), (b), (d) — (j), and (l) — (s) of the definition of “Permitted Indebtedness”), the Borrower shall prepay the Loans in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this subsection (vii) shall not be deemed to be implied consent to any such issuance or incurrence otherwise prohibited by the terms and conditions of this Agreement. (viii) Within 1 Business Day of the sale or issuance by the Parent or any of its Domestic Subsidiaries of any shares of its Capital Stock and within 3 Business Days of the sale or issuance by any Foreign Subsidiary of any shares of its Capital Stock (in each case, other than issuances of (A) common Capital Stock by any Subsidiary of the Parent to its parent, (B) Capital Stock issued by the Parent pursuant to a stock incentive plan for its or its Subsidiaries’ officers, directors or employees, or (C) common Capital Stock of the Parent issued upon conversion of the Senior Convertible Notes in accordance with the Indenture for the 10% Senior Convertible Notes or the Series A Preferred Stock), the Borrower shall prepay the Loans in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this subsection (viii) shall not be deemed to be implied consent to any such sale or issuance otherwise prohibited by the terms and conditions of this Agreement. (ix) Within 1 Business Day of the receipt by the Parent or any of its Domestic Subsidiaries of any Extraordinary Receipts and within 3 Business Days of the receipt by any Foreign Subsidiary of the Parent of any Extraordinary Receipts, the Borrower shall prepay the outstanding principal of the Loans in an amount equal to 100% of such Extraordinary Receipts, net of any reasonable expenses incurred in collecting such Extraordinary Receipts, to the extent that the aggregate amount of Extraordinary Receipts received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed $250,000 for all such Extraordinary Receipts in any Fiscal Year. (x) If, at any time, (A) the sum of the outstanding principal amount of the aggregate outstanding amount of all Term Loan Obligations, plus the aggregate outstanding amount of all Revolving Loan Obligations, plus the aggregate outstanding amount of all Letter of Credit Obligations exceeds (B) the product of (I) 2.00 times (II) TTM EBITDA calculated as of the last month for which financial statements have most recently been delivered pursuant to Section 7.01(a) (such excess being referred to as the “Limiter Excess”), then the Borrower shall immediately prepay the Loans in aggregate amount equal to the Limiter Excess.

Mandatory Prepayment. (a) Issuers shall be required to repay in full In the event that, on any date, the aggregate outstanding principal amount of the LoansLoans exceeds the Total Revolving Credit Commitment then in effect (including because of any reduction of the Commitments pursuant to Section 2.08 or 2.09(c), but excluding any such excess as a result of the extension of the Maturity Date pursuant to Section 2.16 and all without duplication of amounts required to be prepaid pursuant to clause (b) or (c) below), then the Borrower shall prepay such principal amount of the outstanding Loans (together with interest accrued interest thereon and thereon) as may be necessary so that, after such prepayment, the applicable prepayment fee aggregate outstanding principal amount of the Loans does not exceed the Total Revolving Credit Commitment. (as specified belowb) upon Upon the occurrence of a Change in Control, the Borrower shall repay all Loans then outstanding (together with accrued interest thereon) on any date that shall have been specified for such repayment in a notice of repayment delivered by the Administrative Agent (acting at the direction of the following events: (iRequired Banks) Concurrently with any Change of Control, together with payment of to the prepayment fee (as specified in Section 2.7(a) above)Borrower; provided that if the Change of Control occurs prior to the first anniversary of the Agreement Date, then the prepayment fee Borrower shall equal 4.0% of the principal amount of the Notes. No less than five (5) Business Days prior to any proposed Change of Control, Issuers will deliver a have provided written notice to the Administrative Agent and each of the Purchasers describing occurrence of such Change in Control (or a potential occurrence of such Change in Control), specifying the transaction that constitutes the proposed Change of Control details thereof and stating the date on which or the expected date of the occurrence thereof, then such notice of repayment must be delivered to the Borrower no later than 45 days after the delivery of such notice from the Borrower to the Administrative Agent (it being understood that in the event the Borrower shall have provided to the Administrative Agent a notice of a potential occurrence of a Change in Control, the notice of Control repayment may specify that the date of such repayment shall occurbe the date of the occurrence of such Change in Control, without referring to a specific calendar date). (iic) Upon In the effective date event the Specified Acquisition Agreement shall be terminated in accordance with its terms prior to the consummation of the expiration, termination or repeal of a Cannabis Act, if such expiration, termination or repeal has a Material Adverse Effect, together with payment of the prepayment fee (as specified in Section 2.7(a) above). If knownSpecified Acquisition, then no less than five (5i) the Borrower shall give prompt (and in any event within one (1) Business Days prior to and if unknown, then promptly after any expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect, Issuers will deliver a Day) written notice to the Administrative Agent of such termination and each (ii) the Borrower shall, no later than the date that is three (3) Business Days after the date of such termination of the Purchasers describing the applicable expirationSpecified Acquisition Agreement, termination or repeal and stating the date on which the mandatory prepayment shall occur. For the avoidance of doubt, there shall be no prepayment fee in the event that the expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect occurs prior to the first anniversary of the Agreement Daterepay all Loans then outstanding (together with accrued interest thereon). (iiid) Upon In the occurrence event and on each occasion that, the Borrower or any of its Subsidiaries receives, after the termination of the Commitments hereunder, any Event Net Cash Proceeds in respect of Default which results a Reduction/Prepayment Event, then (i) the Borrower shall give prompt (and in any event within one (1) Business Day) written notice to the acceleration Administrative Agent of amounts due under such Reduction/Prepayment Event, specifying the Notesamount of Net Cash Proceeds resulting therefrom, and (ii) the Borrower shall, no later than the date that is two (2) Business Days after the date of receipt of such Net Cash Proceeds, prepay Loans (together with payment of the prepayment fee (as specified accrued interest thereon) in Section 2.7(a) above); provided that if the Event of Default occurs prior an aggregate principal amount equal to the first anniversary lesser of (x) the Agreement Date, then the prepayment fee shall equal 4.0% of the aggregate principal amount of Loans then outstanding and (y) the Notesamount of Net Cash Proceeds received in respect of such Reduction/Prepayment Event. (be) Any prepayment required under Promptly following receipt of any notice pursuant to paragraph (c) or (d) of this Section 2.8 2.11, the Administrative Agent shall advise the Banks of the contents thereof. Each mandatory prepayment pursuant to this Section 2.11 shall be accompanied by applied to prepay ratably the prepayment fee, if any, set forth in Section 2.7(a) and/or Section 2.8(a) hereof. Any Purchaser shall receive its Pro Rata Share Loans of any such prepaymentthe Banks.

Mandatory Prepayment. (i) Upon the occurrence of (a) Issuers a Catastrophic Loss, or (b) a Material Loss in the event that the Company does not use the Loss Proceeds received to rebuild or repair the Pipeline or otherwise render the Pipeline fit for normal use, the Company shall prepay Notes in an amount equal to the Pro Rata Portion of the Loss Proceeds (which Pro Rata Portion shall be required to repay in full calculated as at the outstanding principal amount of the Loans, and all accrued interest thereon and the applicable prepayment fee (as specified below) upon the occurrence of any of the following events: (i) Concurrently with any Change of Control, together with payment of the prepayment fee (as specified in Section 2.7(a) above); provided that if the Change of Control occurs prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of the principal amount of the Notes. No less than five (5) date which is two Business Days prior to any proposed Change of Control, Issuers will deliver a written notice to the Administrative Agent and each Determination Date (as defined below) of the Purchasers describing Notes to be prepaid), in whole or in part ratably among the transaction that constitutes holders of the proposed Change of Control Notes at a prepayment price equal to all unpaid principal thereof plus accrued and stating unpaid interest thereon to and on a date to be determined by the Company, which date shall fall within three (3) months after the date on which the Change Loss Proceeds are received by or on behalf of Control shall occurthe Company (such date, the “Determination Date”). (ii) Upon the effective date of the expiration, termination or repeal of a Cannabis Act, if such expiration, termination or repeal has a Material Adverse Effect, together with payment of the prepayment fee (as specified in Section 2.7(a) above). If known, then no less than five (5) Business Days prior to and if unknown, then promptly after any expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect, Issuers will deliver a written notice Subject to the Administrative Agent and each of requirements set forth in clause (iii) below, the Purchasers describing the applicable expirationCompany shall, termination or repeal and stating the date on which the mandatory prepayment shall occur. For the avoidance of doubt, there shall be no prepayment fee in the event that the expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect occurs at least 60 days prior to the first anniversary Determination Date as established by the Company (unless a shorter notice period shall be specified with respect to the same redemption or repayment event pursuant to the Senior Indenture or the Senior Loan Agreement), deliver to each holder of Notes a notice specifying (a) the event giving rise or potentially giving rise to a mandatory prepayment pursuant to Section 8.7(i), (b) the Determination Date to be established hereunder, (c) the prepayment price, (d) the aggregate principal amount of the Agreement Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.3) and (e) that the prepayment price shall be wire transferred (in immediately available funds) to the holder of each Note being prepaid. The Company shall, no later than 45 days prior to the Determination Date, deliver to each holder of Notes a certificate of a Senior Financial Officer, describing the occurrence of the event and an estimate of the amount of the Catastrophic Loss or Material Loss, as the case may be. (iii) Upon the occurrence of any Event of Default which results in the acceleration of amounts due under the Notes, together with payment of the The Notes shall also be subject to mandatory prepayment fee (as specified in Section 2.7(a) above); provided that if the Event of Default occurs prior pursuant to the first anniversary provisions of the Agreement Date, then the prepayment fee shall equal 4.0% of the principal amount of the NotesSection 10.1(A). (b) Any prepayment required under this Section 2.8 shall be accompanied by the prepayment fee, if any, set forth in Section 2.7(a) and/or Section 2.8(a) hereof. Any Purchaser shall receive its Pro Rata Share of any such prepayment.

Mandatory Prepayment. (a) To the extent that the Issuers sell or cause to be sold any or all of the NexCen Stock or any or all of the Capital Stock of TCBY or all or substantially all of the assets of TCBY, which sales shall constitute Asset Sales and be subject to the provisions of the first paragraph of Section 4.13, the Issuers shall be required first use the Net Cash Proceeds therefrom to repay pay the Covered Obligations (as defined in full the outstanding principal Plan) and then to prepay the Notes on a date not more than 45 days after the receipt of the applicable Net Cash Proceeds from such sale (an “Asset Sale Mandatory Prepayment Date”) in an amount equal to 100% of such remaining Net Cash Proceeds (the “Asset Sale Mandatory Prepayment Amount”), unless the amount of the Loans, and all accrued interest thereon and the applicable prepayment fee (as specified below) upon the occurrence of any of the following events: (i) Concurrently with any Change of Control, together with payment of the prepayment fee (as specified in Section 2.7(a) above); provided that if the Change of Control occurs prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of the principal amount of the Notes. No such Net Cash Proceeds is less than five (5) Business Days prior to any proposed Change of Control, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the transaction that constitutes the proposed Change of Control and stating the date on which the Change of Control shall occur. (ii) Upon the effective date of the expiration, termination or repeal of a Cannabis Act, if such expiration, termination or repeal has a Material Adverse Effect, together with payment of the prepayment fee (as specified in Section 2.7(a) above). If known, then no less than five (5) Business Days prior to and if unknown, then promptly after any expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the applicable expiration, termination or repeal and stating the date on which the mandatory prepayment shall occur. For the avoidance of doubt, there shall be no prepayment fee in the event that the expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect occurs prior to the first anniversary of the Agreement Date. (iii) Upon the occurrence of any Event of Default which results in the acceleration of amounts due under the Notes, together with payment of the prepayment fee (as specified in Section 2.7(a) above); provided that if the Event of Default occurs prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of the principal amount of the Notes$50,000. (b) Any prepayment required under The Notes shall be prepaid from the Net Cash Proceeds received from the exercise of the Warrants not more than 45 days after receipt of the applicable Net Cash Proceeds from such issuance of such Capital Stock (the “Equity Mandatory Prepayment Date”) in an amount equal to 100% of the Net Cash Proceeds therefrom (the “Equity Mandatory Prepayment Amount”), unless the amount of such Net Cash Proceeds is less than $50,000. (c) On the fifth Business Day following the receipt of Net Cash Proceeds pursuant to a transaction covered by clause (a) or (b) of this Section 2.8 3.07, the Company shall deliver to the Trustee an Officers’ Certificate selling forth a description of the applicable transaction and a calculation of the applicable Net Cash Proceeds and the applicable Mandatory Prepayment Amount. On or before the record date for the Mandatory Prepayment, the Company shall publicly announce the aggregate amount of the Mandatory Prepayment. (d) The record date for any such Mandatory Prepayment shall be accompanied fifteen days after the receipt by the prepayment feeCompany or its Restricted Subsidiaries of the applicable Net Cash Proceeds. On or prior to 10:00 a.m., if anyNew York City time, set forth in Section 2.7(aon any Mandatory Prepayment Date, the Company shall deposit with the Trustee or with the Paying Agent the Mandatory Prepayment Amount. (e) and/or Section 2.8(a) hereof. Any Purchaser The Mandatory Prepayment Amount shall receive its Pro Rata Share be applied on a pro rata basis to make a partial payment of any principal on each Note and accrued and unpaid interest on the portion of the principal being so repaid on the Mandatory Prepayment Date, provided, however, that installments of interest whose Interest Payment Date is on or prior to the Mandatory Prepayment Date shall be payable to the Holders of such prepaymentNotes, or one or more predecessor Notes, registered as such at the close of business on the relevant Record Dates according to their terms.

Mandatory Prepayment. This Note has been executed and delivered in payment of the purchase price of shares of Common Stock of the Company (athe "Shares") Issuers purchased by the Participant pursuant to the Company's 1991 Stock Purchase and Loan Plan. If at any time before payment of this Note in full, the Participant shall sell any of the Shares, the Maker agrees (or if there shall be required two Makers, both jointly and severally agree) to repay prepay this Note immediately upon receipt of the net proceeds of such sale in full an amount equal to the lesser of 100% of such net proceeds or the outstanding principal amount of this Note and accrued interest to the date of such prepayment. All prepayments, mandatory or optional, shall be applied first to payment of accrued interest and then to reduction of outstanding principal. If any payment under this Note is not made when due, all unpaid principal and accrued interest under this Note may, at the option of the Loansholder, be declared immediately due and payable. If the Participant ceases to be employed by the Company or by any "subsidiary" or "parent corporation" (within the meaning of Section 425 of the Internal Revenue Code of 1986, as amended) of the Company, all such principal and accrued interest thereon shall become due and payable on the applicable prepayment fee (as specified below) upon the occurrence 90th day following cessation of such employment without declaration or notice of any of the following events: (i) Concurrently with any Change of Control, together with payment of the prepayment fee (as specified in Section 2.7(a) above); provided that if the Change of Control occurs prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of the principal amount of the Notes. No less than five (5) Business Days prior to any proposed Change of Control, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the transaction that constitutes the proposed Change of Control and stating the date on which the Change of Control shall occur. (ii) Upon the effective date of the expiration, termination or repeal of a Cannabis Act, if such expiration, termination or repeal has a Material Adverse Effect, together with payment of the prepayment fee (as specified in Section 2.7(a) above)kind. If knownproceedings under the federal Bankruptcy Code or under any other law, then no less than five state or federal, for the relief of debtors are filed by or against the Maker (5) Business Days prior to and or if unknown, then promptly after any expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the applicable expiration, termination or repeal and stating the date on which the mandatory prepayment shall occur. For the avoidance of doubt, there shall be no two Makers, either Maker) and not dismissed within 60 days after filing, all such principal and accrued interest shall become immediately due and payable without declaration or notice of any kind. No failure by the holder of this Note to exercise any right hereunder shall be or be deemed to be a waiver of such right or of any remedy consequent thereon. Presentment, demand and notice of dishonor are hereby waived, and the Maker agrees (or if there shall be two Makers, both jointly and severally agree) to be bound for the payment hereof notwithstanding any agreement for the extension of the due date of any payment made by the holder after the maturity thereof. The Maker agrees (or if there shall be two Makers, both jointly and severally agree) to pay all collection expenses, court costs and reasonable attorneys' fees incurred in collection of this Note or any part hereof. References to the Maker or Makers shall include the Maker or Makers and all endorsers, sureties, guarantors and other obligors hereon. This Note is secured by a pledge of the Shares pursuant to the terms of the Plan. Dividends on the Shares shall be applied towards prepayment fee hereof, and Shares shall or may be released from such pledge, all as provided in the event that the expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect occurs prior to the first anniversary of the Agreement Date. Plan. (iiiSEAL) Upon the occurrence of any Event of Default which results in the acceleration of amounts due under the Notes, together with payment of the prepayment fee (as specified in Section 2.7(a) above); provided that if the Event of Default occurs prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of the principal amount of the Notes. (b) Any prepayment required under this Section 2.8 shall be accompanied by the prepayment fee, if any, set forth in Section 2.7(a) and/or Section 2.8(a) hereof. Any Purchaser shall receive its Pro Rata Share of any such prepayment.----------------------------

Mandatory Prepayment. If at any time (including, without limitation, upon the Commitment Step-Down Date) the sum of (A) the aggregate principal amount of all Revolving Loans outstanding, (B) the aggregate Letter of Credit Amount of all Letters of Credit outstanding, (C) the aggregate amount of unreimbursed drawings under all Letters of Credit, and (D) the aggregate principal amount of all Swing Line Loans outstanding, exceeds the Aggregate Revolving Loan Commitment, then the Borrower shall immediately, without notice or request by the Agent, prepay the Revolving Loans and/or make a Cash Collateral Deposit with respect to Letters of Credit in an aggregate amount equal to such excess. (e) Section 2.22(a) of the Credit Agreement is hereby amended and restated in its entirety to read as follows: (a) Issuers shall be required The Borrower may, by written notice to repay in full the outstanding principal amount Agent (each, a “Commitment Increase Notice”), at any time prior to the Revolving Loan Commitment Expiration Date, request increases of the Loans, and all accrued interest thereon and the applicable prepayment fee Aggregate Revolving Loan Commitment (as specified below) upon the occurrence of any of the following events: (i) Concurrently with any Change of Control, together with payment of the prepayment fee (as specified in Section 2.7(a) abovea “Revolving Commitment Increase”); provided that if (i) the Change of Control occurs prior Aggregate Revolving Loan Commitment after giving effect to the first anniversary Revolving Commitment Increase shall not exceed (x) for the period commencing on the Second Amendment Effective Date and ending on the Commitment Step-Down Date, $200,000,000 and (y) thereafter, $150,000,000 (the “Maximum Commitment Amount”); (ii) the Borrower may exercise such increase request option up to three times during the term of this Agreement; (iii) each exercise of the Agreement Date, then the prepayment fee increase request option shall equal 4.0% of the be in a minimum principal amount of the Notes. No not less than five (5) Business Days prior to any proposed Change $10,000,000; provided that the exercise of Control, Issuers will deliver a written notice to such increase request option may be less than $10,000,000 if the Administrative Agent and each unused portion of the Purchasers describing Maximum Commitment Amount is less than $10,000,000, so long as the transaction that constitutes request is for the proposed Change of Control and stating the date on which the Change of Control shall occur. (ii) Upon the effective date full amount of the expirationremaining Maximum Commitment Amount, termination and (iv) after giving effect to such Revolving Commitment Increase, calculated on a pro forma basis, no Default or repeal of a Cannabis Act, if such expiration, termination or repeal has a Material Adverse Effect, together with payment of the prepayment fee (as specified in Section 2.7(a) above). If known, then no less than five (5) Business Days prior to and if unknown, then promptly after any expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the applicable expiration, termination or repeal and stating the date on which the mandatory prepayment shall occur. For the avoidance of doubt, there shall be no prepayment fee in the event that the expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect occurs prior to the first anniversary of the Agreement Date. (iii) Upon the occurrence of any Event of Default which results in has occurred and is continuing or would be caused by the acceleration consummation of amounts due under the Notes, together with payment of the prepayment fee such Revolving Commitment Increase.” (as specified in Section 2.7(af) above); provided that if the Event of Default occurs prior Schedule A to the first anniversary of the Credit Agreement Date, then the prepayment fee shall equal 4.0% of the principal amount of the Notesis replaced with Annex A hereto. (b) Any prepayment required under this Section 2.8 shall be accompanied by the prepayment fee, if any, set forth in Section 2.7(a) and/or Section 2.8(a) hereof. Any Purchaser shall receive its Pro Rata Share of any such prepayment.

Mandatory Prepayment. (a) Issuers shall be required to repay in full In the event that, on any date, the aggregate outstanding principal amount of the LoansLoans exceeds the Total Revolving Credit Commitment then in effect (including because of any reduction of the Commitments pursuant to Section 2.08 and without duplication of amounts required to be prepaid pursuant to clause (b) or (c) below), and all then the Borrower shall prepay such principal amount of the outstanding Loans (together with interest accrued interest thereon and thereon) as may be necessary so that, after such prepayment, the applicable prepayment fee aggregate outstanding principal amount of the Loans does not exceed the Total Revolving Credit Commitment. (as specified belowb) upon Upon the occurrence of a Change in Control, the Borrower shall repay all Loans then outstanding (together with accrued interest thereon) on any date that shall have been specified for such repayment in a notice of repayment delivered by the Administrative Agent (acting at the direction of the following events: (iRequired Banks) Concurrently with any Change of Control, together with payment of to the prepayment fee (as specified in Section 2.7(a) above)Borrower; provided that if the Change of Control occurs prior to the first anniversary of the Agreement Date, then the prepayment fee Borrower shall equal 4.0% of the principal amount of the Notes. No less than five (5) Business Days prior to any proposed Change of Control, Issuers will deliver a have provided written notice to the Administrative Agent and each of the Purchasers describing occurrence of such Change in Control (or a potential occurrence of such Change in Control), specifying the transaction that constitutes the proposed Change of Control details thereof and stating the date on which or the expected date of the occurrence thereof, then such notice of repayment must be delivered to the Borrower no later than 45 days after the delivery of such notice from the Borrower to the Administrative Agent (it being understood that in the event the Borrower shall have provided to the Administrative Agent a notice of a potential occurrence of a Change in Control, the notice of Control repayment may specify that the date of such repayment shall occurbe the date of the occurrence of such Change in Control, without referring to a specific calendar date). (iic) Upon In the effective date event the Specified Acquisition Agreement shall be terminated in accordance with its terms prior to the consummation of the expiration, termination or repeal of a Cannabis Act, if such expiration, termination or repeal has a Material Adverse Effect, together with payment of the prepayment fee (as specified in Section 2.7(a) above). If knownSpecified Acquisition, then no less than five (5i) the Borrower shall give prompt (and in any event within one (1) Business Days prior to and if unknown, then promptly after any expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect, Issuers will deliver a Day) written notice to the Administrative Agent of such termination and each (ii) the Borrower shall, no later than the date that is three (3) Business Days after the date of such termination of the Purchasers describing the applicable expirationSpecified Acquisition Agreement, termination or repeal and stating the date on which the mandatory prepayment shall occur. For the avoidance of doubt, there shall be no prepayment fee in the event that the expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect occurs prior to the first anniversary of the Agreement Daterepay all Loans then outstanding (together with accrued interest thereon). (iiid) Upon the occurrence Promptly following receipt of any Event notice pursuant to paragraph (c) of Default which results in this Section 2.11, the acceleration of amounts due under Administrative Agent shall advise the Notes, together with payment Banks of the contents thereof. Each mandatory prepayment fee (as specified in pursuant to this Section 2.7(a) above); provided that if 2.11 shall be applied to prepay ratably the Event of Default occurs prior to the first anniversary Loans of the Agreement Date, then the prepayment fee shall equal 4.0% of the principal amount of the NotesBanks. (b) Any prepayment required under this Section 2.8 shall be accompanied by the prepayment fee, if any, set forth in Section 2.7(a) and/or Section 2.8(a) hereof. Any Purchaser shall receive its Pro Rata Share of any such prepayment.

Mandatory Prepayment. (a) Issuers If the Vessel is sold by the Borrower, the Borrower shall, simultaneously with completion of any such sale prepay the whole of the Loan in full together with all interest, Break Costs (if any) and other costs and expenses relating to the Loan. (Following an Event of Default the Vessel may only be sold by the Borrower with the prior consent of the Lender which consent shall not be unreasonably withheld.) (b) If the Vessel becomes a Total Loss the Borrower shall prepay the Loan in full together with all interest, Break Costs (if any) and other costs and expenses relating to the Loan. Such repayment shall be required to repay in full the outstanding principal amount of the Loans, and all accrued interest thereon and the applicable prepayment fee (as specified below) upon the occurrence of any of the following eventsmade on: (i) Concurrently with any Change in respect of Controla Total Loss arising as a result of a Requisition, together with payment of the prepayment fee (as specified in Section 2.7(a) above)relevant Total Loss Date; provided that if the Change of Control occurs prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of the principal amount of the Notes. No less than five (5) Business Days prior to any proposed Change of Control, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the transaction that constitutes the proposed Change of Control and stating the date on which the Change of Control shall occur.and (ii) Upon in respect any other Total Loss, the effective earlier of: (A) the date falling 120 days after the Total Loss Date; and (B) the date of receipt by the expirationLender of the proceeds of insurance relating to such Total Loss. (c) If there is a breach of Clause 8.3.17 (Change of Ownership) and/or 8.4.7 (Sanctions) or Clause 8.3.2 (Compliance with laws etc.) (insofar as such breach of Clause 8.3.2 (Compliance with laws etc.) relates to a breach of Sanctions), termination or repeal and if the Lender notifies the Borrower in writing that it will require the Loan to be prepaid in full, the Borrower shall repay the Loan in full together with all interest, Break Costs (if any) and other costs and expenses relating to the Loan, within fourteen (14) days of a Cannabis Actreceipt of notice from the Lender of such prepayment requirement or, if earlier, the date specified by the Lender in such expiration, termination or repeal has a Material Adverse Effect, together with payment of the prepayment fee (as specified in Section 2.7(a) above). If known, then no less than five (5) Business Days prior to and if unknown, then promptly after any expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect, Issuers will deliver a written notice delivered to the Administrative Agent and Borrower (being no earlier than the last day of any applicable grace period permitted by law). (d) If IVS IBIS is sold during the Facility Period, the Borrower shall prepay; (i) US$1,000,000 in relation to each of the Purchasers describing Vessel and IVS OKUDOGO (in total US$2,000,000) if the applicable expiration, termination Loan under this Agreement and the loan under IVS OKUDOGO Facility Agreement remains outstanding; or (ii) US$2,000,000 if either the Loan under this Agreement or repeal the loan under IVS OKUDOGO Facility Agreement remains outstanding and stating the date on which the mandatory such prepayment shall occur. For be made within thirty (30) days after the avoidance sale of doubt, there shall be no prepayment fee in IVS IBIS unless the event that the expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect occurs prior Borrower provides an alternative Security Interest acceptable to the first anniversary of the Agreement DateLender (such approval shall not be unreasonably withheld). (iii) Upon the occurrence of any Event of Default which results in the acceleration of amounts due under the Notes, together with payment of the prepayment fee (as specified in Section 2.7(a) above); provided that if the Event of Default occurs prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of the principal amount of the Notes. (b) Any prepayment required under this Section 2.8 shall be accompanied by the prepayment fee, if any, set forth in Section 2.7(a) and/or Section 2.8(a) hereof. Any Purchaser shall receive its Pro Rata Share of any such prepayment.

Mandatory Prepayment. (a) Issuers A Borrower may Transfer any Individual Property at any time; provided, however, that (i) such Borrower shall be required to repay in full have given the outstanding principal amount Lender at least 30 days' prior written notice of the LoansTransfer, (ii) no Default or Event of Default shall have occurred and be continuing or shall result from such Transfer, (iii) the Lender shall have received from the Borrowers financial statements, calculations and other backup information with respect to the matters referred to in clause (ii) above, all in form and substance reasonably satisfactory to the Lender and accompanied by an Officer's Certificate stating that such statements, calculations and information are true, correct and complete in all material respects, and all accrued interest thereon and the applicable prepayment fee (as specified belowiv) upon the occurrence date of the consummation of any such Transfer, the Borrowers shall pay to the Lender (unless such notice is revoked by the Borrowers prior to the date specified therein in which event the Borrowers shall immediately reimburse the Lender for any reasonable costs incurred in connection with the giving of such notice and its revocation): (1) all interest accrued on the portion of the following events:Loan being prepaid through the date of prepayment; (i2) Concurrently with if such prepayment is made on a day other than a Payment Date, any Change of Control, together with Breakage Costs incurred or to be incurred by the Lender; (3) the payment of the Prepayment Fee with respect to the prepayment fee (of the Note; as specified in Section 2.7(a) above)of the date of such Transfer; provided provided, however, that no Prepayment Fee shall be payable if the Change aggregate Release Price required to be paid with respect to such Transfer and all previous Transfers of Control occurs prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0Individual Properties does not exceed 20% of the principal highest amount of Principal Indebtedness outstanding since the Notes. No less than five Closing Date; (4) an amount equal to the Release Price; and (5) Business Days prior to any proposed Change of Control, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the transaction that constitutes the proposed Change of Control and stating the date on which the Change of Control shall occur. (ii) Upon the effective date of the expiration, termination or repeal of a Cannabis Act, if such expiration, termination or repeal has a Material Adverse Effect, together with payment of the prepayment fee (as specified in Section 2.7(a) above). If known, then no less than five (5) Business Days prior to and if unknown, then promptly after any expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the applicable expiration, termination or repeal and stating the date on which the mandatory prepayment shall occur. For the avoidance of doubt, there shall be no prepayment fee in the event that the expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect occurs prior to the first anniversary of the Agreement Date. (iii) Upon the occurrence of any Event of Default which results in the acceleration of all other amounts due under the Notes, together with payment of the prepayment fee (as specified in Section 2.7(a) above); provided that if the Event of Default occurs prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of the principal amount of the NotesRelated Mortgage. (b) Any prepayment If the Borrowers are required under this Section 2.8 shall be accompanied by the prepayment feeLender under the provisions of a Mortgage to prepay the Loan or any portion thereof in the event of damage, if any, set forth in Section 2.7(a) and/or Section 2.8(a) hereof. Any Purchaser shall receive its Pro Rata Share of any such prepayment.destruction or a Taking

Mandatory Prepayment. (a) Issuers shall be required to repay in full the outstanding principal amount If as of the Loanslast day of any calendar quarter the Borrowers LTV Ratio exceeds the Permitted LTV Ratio, but the Borrowers LTV Ratio is not greater than 52.5%, and all accrued interest thereon provided that no Event of Default has occurred and the applicable prepayment fee (as specified below) upon the occurrence of any of the following events: is continuing, either (i) Concurrently with any Change of Control, together with payment ▇▇▇▇ or ▇▇▇▇ ▇▇ shall add additional Real Property Assets to the Borrowing Base Properties within 90 days of the prepayment fee (as specified date the Borrowers LTV Ratio exceeded the Permitted LTV Ratio, in accordance with the provisions of Section 2.7(a) above); provided that if the Change of Control occurs prior to the first anniversary of the Agreement Date3.3, then the prepayment fee shall equal 4.0% of the principal amount of the Notes. No less than five (5) Business Days prior to any proposed Change of Control, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the transaction that constitutes the proposed Change of Control and stating the date on which the Change of Control shall occur. or (ii) Upon the effective date Borrowers and/or CarrAmerica LP shall pay to the Lead Agent, for the account of the expirationBanks, termination or repeal of a Cannabis Act, if such expiration, termination or repeal has a Material Adverse Effect, together with payment within 90 days of the prepayment fee (as specified in Section 2.7(a) above)date the Borrowers LTV Ratio exceeded the Permitted LTV Ratio, an amount such that the Loans outstanding subsequent to such payment do not cause the Borrowers LTV Ratio to exceed the Permitted LTV Ratio. If known, then no less than five (5) Business Days prior to and if unknown, then promptly after any expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the applicable expiration, termination or repeal and stating the date on which the mandatory prepayment shall occur. For the avoidance of doubt, there shall be no prepayment fee in In the event that the expiration, termination Borrowers LTV Ratio exceeds the Permitted LTV Ratio and is greater than or repeal of a Cannabis Act that has a Material Adverse Effect occurs prior equal to the first anniversary of the Agreement Date. (iii) Upon the occurrence of any Event of Default which results in the acceleration of amounts due under the Notes, together with payment of the prepayment fee (as specified in Section 2.7(a) above); provided that if the Event of Default occurs prior to the first anniversary of the Agreement Date52.5%, then the prepayment fee shall equal 4.0% Borrowers and/or CarrAmerica LP shall, within twenty-five (25) days from the last day of any calendar quarter or the date of any New Acquisition when the Permitted LTV Ratio is exceeded, pay to the Lead Agent, for the account of the principal Banks, an amount of such that the NotesLoans outstanding subsequent to such payment do not cause the Borrowers LTV Ratio to exceed the Permitted LTV Ratio. (b) Any prepayment In the event that a Borrowing Base Property is sold or released from the restrictions of Section 5.14 hereof, in accordance with this Agreement, the applicable Borrower shall simultaneously with such sale or release, prepay to the Lead Agent, for the account of the Banks, an amount equal to the greater of (x) the amount required such that the Tranche A Loans or Tranche B Loans, as applicable, remain in compliance with the Permitted LTV Ratio after such sale or release and (y) either (i) 100% of the ▇▇▇▇ Allocated Borrowing Base Property Loan Amount for any ▇▇▇▇ Borrowing Base Property or (ii) 100% of the ▇▇▇▇ ▇▇ Allocated Borrowing Base Property Loan Amount for any ▇▇▇▇ ▇▇ Borrowing Base Property. Notwithstanding the foregoing, a simultaneous like-kind exchange under Section 1031 of the Internal Revenue Code will not be subject to the provisions of this Section 2.8 2.9(b) provided that the exchanged property has qualified as a New Acquisition and any "boot" associated therewith shall be accompanied applied to prepayment of the Tranche A Loans or Tranche B Loans, as applicable. Sale of a property in violation of this Section 2.9 shall constitute an Event of Default. (c) In the event that the Borrowing Base Properties Minimum Debt Service Coverage is not maintained as of the last day of a calendar quarter, either (i) the Borrowers will add a New Acquisition or a Real Property Asset to the Borrowing Base Properties in accordance with this Agreement which, on a pro forma basis (i.e. the Borrowing Base Properties Minimum Debt Service Coverage shall be recalculated to include such New Acquisition or Real Property Asset as though the same had been a Borrowing Base Property for the entire applicable period) would result in compliance with the Borrowing Base Properties Minimum Debt Service Coverage or (ii) the Borrowers and/or CarrAmerica LP shall prepay to the Lead Agent, for the account of the Banks, an amount necessary to cause the Borrowing Base Properties Minimum Debt Service Coverage to be in compliance. Failure by the prepayment fee, if any, set forth in Section 2.7(aBorrowers and/or CarrAmerica LP to comply with the Borrowing Base Properties Minimum Debt Service Coverage within 90 days of the date of such non-compliance shall be an Event of Default. (d) and/or Section 2.8(a) hereof. Any Purchaser shall receive its Pro Rata Share If as of the last day of any calendar quarter the ▇▇▇▇ LTV Ratio exceeds 50%, but the ▇▇▇▇ LTV Ratio is not greater than 52.5%, and provided that no Event of Default has occurred and is continuing, either (i) ▇▇▇▇ shall add additional Real Property Assets to the ▇▇▇▇ Borrowing Base Properties within 90 days of the date the ▇▇▇▇ LTV Ratio exceeded 50%, in accordance with the provisions of Section 3.3, or (ii) ▇▇▇▇ shall pay to the Lead Agent, for the account of the Banks, within 90 days of the date the ▇▇▇▇ LTV Ratio exceeded 50%, an amount such prepaymentthat the Tranche A Loans outstanding subsequent to such payment shall not cause the ▇▇▇▇ LTV Ratio to be greater than 50%. In the event that the ▇▇▇▇ LTV Ratio exceeds 50% and is greater than or equal to 52.5%, then ▇▇▇▇ shall, within twenty-five (25) days from the last day of any calendar quarter or the date of any New Acquisition when the ▇▇▇▇ LTV Ratio is greater than 50%, pay to the Lead Agent, for the account of the Banks, an amount such that the Tranche A Loans outstanding subsequent to such payment shall not cause the ▇▇▇▇ LTV Ratio to be greater than 50%. (e) If as of the last day of any calendar quarter the ▇▇▇▇ ▇▇ LTV Ratio exceeds 50%, but the ▇▇▇▇ ▇▇ LTV Ratio is not greater than 52.5%, and provided that no Event of Default has occurred and is continuing, either (i) ▇▇▇▇ ▇▇ shall add additional Real Property Assets to the ▇▇▇▇ ▇▇ Borrowing Base Properties within 90 days of the date the ▇▇▇▇ ▇▇ LTV Ratio exceeded 50%, in accordance with the provisions of Section 3.3, or (ii) ▇▇▇▇ ▇▇ shall pay to the Lead Agent, for the account of the Banks, within 90 days of the date the ▇▇▇▇ ▇▇ LTV Ratio exceeded 50%, an amount such that the Tranche B Loans outstanding subsequent to such payment do not cause the ▇▇▇▇ ▇▇ LTV Ratio to be greater than 50%. In the event that the ▇▇▇▇ ▇▇ LTV Ratio exceeds 50% and is greater than or equal to 52.5%, then ▇▇▇▇ ▇▇ shall, within twenty-five (25) days from the last day of any calendar quarter or the date of any New Acquisition when the ▇▇▇▇ ▇▇ LTV Ratio is greater than 50%, pay to the Lead Agent, for the account of the Banks, an amount such that the Tranche B Loans outstanding subsequent to such payment shall not cause the ▇▇▇▇ ▇▇ LTV Ratio to be greater than 50%.

Mandatory Prepayment. (ai) Issuers The US Borrower will immediately prepay the Revolving Loans at any time when the aggregate principal amount of all Revolving Loans exceeds the lesser of (A) the Total Revolving Credit Commitment, and (B) the Borrowing Base, to the full extent of any such excess. On each day that any Revolving Loans are outstanding, US Borrower shall hereby be required deemed to repay represent and warrant to the Agents and the Lenders that the Borrowing Base calculated as of such day equals or exceeds the aggregate principal amount of all Revolving Loans outstanding on such day. (ii) If UK Borrower has not consummated the Acquisition before the UK Term Loan B Commitment Expiry Date, then on the UK Term Loan B Commitment Expiry Date the US Borrower shall prepay the outstanding principal amount of Term Loan A in full an amount equal to $4,000,000. (iii) The US Borrower will immediately prepay the outstanding principal amount of the Loans, and all accrued interest thereon and the applicable prepayment fee (as specified below) upon the occurrence of any of the following events: (i) Concurrently with any Change of Control, together with payment of the prepayment fee (as specified in Section 2.7(a) above); provided that if the Change of Control occurs prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of the principal amount of the Notes. No less than five (5) Business Days prior to any proposed Change of Control, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the transaction that constitutes the proposed Change of Control and stating the date on which the Change of Control shall occur. (ii) Upon the effective date of the expiration, termination or repeal of a Cannabis Act, if such expiration, termination or repeal has a Material Adverse Effect, together with payment of the prepayment fee (as specified in Section 2.7(a) above). If known, then no less than five (5) Business Days prior to and if unknown, then promptly after any expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the applicable expiration, termination or repeal and stating the date on which the mandatory prepayment shall occur. For the avoidance of doubt, there shall be no prepayment fee Term Loans in the event that the expiration, termination or repeal Total Revolving Credit Commitment is terminated for any reason. The UK Borrower will immediately prepay the outstanding principal amount of a Cannabis Act UK Term Loan B in the event that has a Material Adverse Effect occurs prior to the first anniversary of the Agreement DateTotal Revolving Credit Commitment is terminated for any reason. (iiiiv) Upon Immediately upon the occurrence receipt of any Event of Default which results payments in the acceleration of amounts due under the Notes, together with payment respect of the prepayment fee Intercompany Note, US Borrower shall repay the outstanding balance of the Revolving Loans by an amount equal to 100% of each such payment. (as specified in Section 2.7(av) above); provided that if the Event Within 10 days of Default occurs prior delivery to the first anniversary Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(ii), commencing with the delivery to the Agents and the Lenders of the Agreement Datefinancial statements for the Fiscal Year ended December 31, then 2007 or, if such financial statements are not delivered to the prepayment fee Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(ii), 10 days after the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(ii), Borrowers shall prepay the outstanding principal amount of Term Loan A and Term Loans B, in an amount equal 4.0to (A) 50% of the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year minus (B) the aggregate amount of voluntary payments made by US Borrower in respect of the Term Loans during such Fiscal Year; provided, however, that (X) in the case of the Fiscal Year ended December 31, 2007, Borrowers shall only be obligated to prepay the outstanding principal amount of the NotesTerm Loans in an amount equal to the foregoing percentage of the Excess Cash Flow of the Parent and its Subsidiaries for the period commencing with the Effective Date and ending on December 31, 2007, and (Y) the prepayments made pursuant to this Section 2.05(c)(v) shall be made by US Borrower except to the extent that such prepayment is directly attributable to Excess Cash Flow of UK Borrower and its Subsidiaries (in which case such prepayment shall be made by UK Borrower in respect of UK Term Loan B). (bvi) Any Subject to Section 2.05(d)(ii), immediately upon (A) the receipt of any proceeds of any Disposition by any US Loan Party (other than (x) a Permitted Disposition of the type described in clauses (a), (e), (f) and (g) of the definition of Permitted Dispositions or (y) a Permitted Disposition with respect to the Facility held by US Borrower on the Effective Date), US Borrower shall prepay the outstanding principal amount of Term Loan A and Term Loans B, in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition, to the extent that the aggregate amount of Net Cash Proceeds received by all US Loan Parties (and not paid to the Administrative Agent as a prepayment required under of the Loans) for all such Dispositions during any Fiscal Year shall exceed (to the extent greater than zero) the result of (x) $20,000 minus (y) the aggregate amount of Net Cash Proceeds of Dispositions during such Fiscal Year that is received by all Subsidiaries of Parent that are not US Loan Parties, or (B) the receipt of any proceeds of any Disposition by any Subsidiary of Parent that is not a US Loan Party (other than a Permitted Disposition of the type described in clauses (a), (e), (f) and (g) of the definition of Permitted Dispositions), UK Borrower shall prepay the outstanding principal amount of UK Term Loan B, in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition, to the extent that the aggregate amount of Net Cash Proceeds received by all Subsidiaries of Parent that are not US Loan Parties (and not paid to the Administrative Agent as a prepayment of the Loans) for all such Dispositions during any Fiscal Year shall exceed (to the extent greater than zero) the result of (1) $20,000 minus (2) the aggregate amount of Net Cash Proceeds of Dispositions during such Fiscal Year that is received by all US Loan Parties. Nothing contained in this Section 2.8 clause (vi) shall permit any Credit Party or any of its Subsidiaries to make a Disposition of any property other than a Permitted Disposition. (vii) Immediately upon (A) the issuance or incurrence by any US Loan Party of any Indebtedness (other than Indebtedness referred to in clauses (a) through (k) of the definition of Permitted Indebtedness), US Borrower shall prepay the outstanding principal amount of Term Loan A and Term Loans B, in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith, or (B) the issuance or incurrence by any Subsidiary of Parent that is not a US Loan Party of any Indebtedness (other than Indebtedness referred to in clauses (a) through (k) of the definition of Permitted Indebtedness), UK Borrower shall prepay the outstanding principal amount of UK Term Loan B, in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this subsection (vii) shall not be accompanied deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the prepayment feeterms and conditions of this Agreement. (viii) Subject to Section 2.05(d)(ii), if any, set forth in Section 2.7(aimmediately upon (A) and/or Section 2.8(a) hereof. Any Purchaser shall receive its Pro Rata Share the receipt by any US Loan Party of any Extraordinary Receipts, US Borrower shall prepay the outstanding principal amount of Term Loan A and Term Loans B, in an amount equal to 100% of such prepaymentExtraordinary Receipts, net of any reasonable expenses incurred in collecting such Extraordinary Receipts, or (B) the receipt by any Subsidiary of Parent that is not a US Loan Party of any Extraordinary Receipts, UK Borrower shall prepay the outstanding principal amount of UK Term Loan B, in an amount equal to 100% of such Extraordinary Receipts, net of any reasonable expenses incurred in collecting such Extraordinary Receipts. (ix) Immediately upon the receipt of any proceeds of the Disposition by US Borrower with respect to the Facility held by US Borrower on the Effective Date, US Borrower shall prepay the outstanding principal amount of the Revolving Loans and Term Loan A in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition. Nothing contained in this clause (ix) shall permit any Credit Party or any of its Subsidiaries to make a Disposition of any property other than a Permitted Disposition.

Mandatory Prepayment. (a) Issuers The Company shall be required to repay ensure that the Borrowers prepay Loans in full the outstanding principal following amounts at the times and (where relevant) in the order of application contemplated by paragraph 3 (Application of mandatory prepayments): (i) the amount of Claim Proceeds; (ii) the Loansamount of Disposal Proceeds; (iii) the amount of Eminent Domain Proceeds; (iv) the amount of Insurance Proceeds; (v) the amount of Termination Proceeds; and (vi) the amount of Altira Insurance Proceeds. (b) If all or substantially all of the City of Dreams Project is lost, damaged or destroyed or determined by any relevant Insurer to be a constructive total loss, the Facilities will be cancelled, and all outstanding Utilisations, together with accrued interest thereon and all other amounts accrued under the applicable prepayment fee (as specified below) Finance Documents, shall become immediately due and payable, upon the occurrence of any of the following eventsearlier of: (i) Concurrently with any Change receipt of ControlInsurance Proceeds in respect of such loss, together with payment of damage, destruction or determination; and (ii) the prepayment fee (as specified in Section 2.7(a) above); provided that if the Change of Control occurs prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of the principal amount of the Notes. No less than five (5) Business Days prior to any proposed Change of Control, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the transaction that constitutes the proposed Change of Control and stating date falling 3 Months from the date on which such loss, damage, destruction or determination occurs, provided that if, following such loss, damage, destruction or determination and prior to such payment date, (1) an Event of Default (other than an Event of Default specified in paragraph 14 (Cessation of business) of Schedule 9 (Events of Default)) has occurred and is continuing, (2) the Change Relevant Obligors have not begun to receive the proceeds of Control shall occur. any business interruption insurance in respect of such loss, damage, destruction or determination by the date falling 15 Business Days from the occurrence of such loss, damage, destruction or determination (iithe “Trigger Date”) Upon or (3) any Permitted Payment or Permitted Distribution is made following such loss, damage, destruction or determination, the effective date of the expirationFacilities will be cancelled, termination or repeal of a Cannabis Act, if such expiration, termination or repeal has a Material Adverse Effectand all outstanding Utilisations, together with payment accrued interest and all other amounts accrued under the Finance Documents, shall become immediately due and payable, upon (in respect of the prepayment fee (as specified in Section 2.7(a1) and (3) above). If known, then no less than five (5) Business Days prior to and if unknown, then promptly after any expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the applicable expiration, termination or repeal and stating the date on which of such event or circumstance or (in respect of (2) above) the mandatory prepayment shall occur. For the avoidance of doubt, there shall be no prepayment fee in the event that the expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect occurs prior to the first anniversary of the Agreement Trigger Date. (iiic) Upon If all or substantially all of the occurrence business and assets of the Group or all the Relevant Obligors and/or comprised in any Event of Default which results in the acceleration Altira Project or the City of amounts due under Dreams Project are sold or otherwise disposed of, the NotesFacilities will be cancelled and all outstanding Utilisations, together with payment accrued interest and all other amounts accrued under the Finance Documents, shall become immediately due and payable. (d) If a Change of Control occurs, the Facilities will be cancelled and all outstanding Utilisations, together with accrued interest and all other amounts accrued under the Finance Documents, shall become immediately due and payable within two Business Days of such Change of Control. (e) If the Altira Insurance Proceeds referred to in paragraph 2(a)(vi) above have not been applied in prepayment of the prepayment fee Facilities pursuant to paragraph 2(a) (as specified in Section 2.7(aMandatory Prepayment) above); provided that if above by the Event of Default occurs prior to date falling six Months from the first anniversary date of the Agreement Date, then relevant Altira Loss Event and/or the prepayment fee shall equal 4.0% of the principal amount of the Notes. (b) Any prepayment required under this Section 2.8 shall be accompanied Altira Insurance Proceeds received by the prepayment feeRelevant Obligors by such date is less than USD435,733,100 (or its equivalent), if anythe Facilities will be cancelled and all outstanding Utilisations, set forth in Section 2.7(a) and/or Section 2.8(a) hereof. Any Purchaser together with accrued interest and all other amounts accrued under the Finance Documents, shall receive its Pro Rata Share of any such prepaymentbecome immediately due and payable.

Mandatory Prepayment. (a) Issuers shall be required to repay in full the outstanding principal amount of the Loans, and all accrued interest thereon and the applicable prepayment fee (as specified below) upon Upon the occurrence of any a Mandatory Prepayment Event defined below, the Borrower shall immediately prepay the Loan as described herein, accompanied by payment of all fees, expenses, and accrued interest thereon. Any of the following events: events shall be considered a “Mandatory Prepayment Event” as that term is used herein: (i) Concurrently with any Change of Control, together with payment of the prepayment fee (as specified in Section 2.7(a) above); provided that if the a Change of Control occurs prior to of the Borrower; (ii) an Asset Sale; or (iii) an Event of Default. (b) No later than the first anniversary Business Day following the day of receipt by the Agreement DateBorrower or any of its Restricted Subsidiaries of Net Asset Sale Proceeds (as defined below) in respect of any sale of any assets (whether tangible or intangible) consisting of lesser amounts of assets than an Asset Sale, then except for an Excluded Sale, the prepayment fee Borrower shall either, at its option, (i) prepay the Loan in an aggregate amount equal 4.0to 100% of the principal amount of such Net Asset Sale Proceeds, and the Notes. No less than five (5) Business Days prior to any proposed Change of Control, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the transaction Commitment Limit shall be permanently reduced by that constitutes the proposed Change of Control and stating the date on which the Change of Control shall occur. amount or (ii) Upon the effective date redeem, prepay or retire any outstanding Debt that is senior in right of the expiration, termination or repeal of a Cannabis Act, if such expiration, termination or repeal has a Material Adverse Effect, together with payment of the prepayment fee (as specified in Section 2.7(a) above). If known, then no less than five (5) Business Days prior to and if unknown, then promptly after any expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect, Issuers will deliver a written notice to the Administrative Agent and each of Indebtedness or that is secured by the Purchasers describing the applicable expiration, termination or repeal and stating the date on which the mandatory prepayment shall occurassets sold. For the avoidance of doubt, there the sale of assets covered by this Section 2.5 includes the sale (in any single transaction or related series of transactions) by the Borrower or any of its Restricted Subsidiaries of any tangible or intangible assets, except an Excluded Sale. The proceeds of any Excluded Sale may be used by the Borrower or its Restricted Subsidiary for any purpose not prohibited by this Agreement. “Excluded Sale” shall be no prepayment fee mean (x) sales of production in the event that ordinary course of business, (y) sales of items of equipment in the expirationordinary course of business which are obsolete or otherwise no longer useful for such Person’s operations, termination or repeal and (z) sales of a Cannabis Act that has a Material Adverse Effect occurs prior assets in an amount, when added to the first anniversary total amount of all sales of assets made by the Borrower and its Restricted Subsidiaries during the immediately preceding six month period pursuant to this clause (z) shall not exceed twenty (20%) percent of the Agreement Date. assets of the Borrower and its Restricted Subsidiaries as of the first day of such six month period. “Net Asset Sale Proceeds” shall mean the cash payments (iiiincluding any cash received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) Upon the occurrence received from such asset sale, net of any Event of Default which results bona fide direct costs reasonably incurred in the acceleration of amounts due under the Notesconnection with such asset sale such as any reasonable brokerage fees, together with payment of the prepayment fee (as specified in Section 2.7(a) above); provided that if the Event of Default occurs prior commissions and other similar expenses relating to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of the principal amount of the Notessuch asset sale. (b) Any prepayment required under this Section 2.8 shall be accompanied by the prepayment fee, if any, set forth in Section 2.7(a) and/or Section 2.8(a) hereof. Any Purchaser shall receive its Pro Rata Share of any such prepayment.

Mandatory Prepayment. (a) Issuers shall be required to repay Not later than ten (10) Business Days following written demand by Administrative Agent, on behalf of Buyer, in full the outstanding principal amount of the Loans, and all accrued interest thereon and the applicable prepayment fee (as specified below) upon connection with the occurrence of any of the following events:events described below or in Section 6 of the Fee Letter (each, a “Mandatory Prepayment Event”), Seller shall repay, as applicable, the Aggregate Repurchase Price or the Repurchase Price of the applicable Purchased Assets in the applicable amount required by the provisions below (each, a “Mandatory Prepayment”), which amount shall be adjusted, if applicable, by the Prepayment Percentage. Any repayment required pursuant to Section 4(a)(i) or 4(a)(v) shall be applied to the outstanding Purchase Price for each Purchased Asset pro rata, and any repayment required pursuant to Section 6 of the Fee Letter or Sections 4(a)(ii) through 4(a)(iv) shall be applied to reduce the Purchase Price of the applicable Purchased Asset. (i) Concurrently with any Change In the event Seller shall have delivered notice to Administrative Agent, on behalf of ControlBuyer, together with payment of the prepayment fee exercise of the second Extension Option hereunder, Administrative Agent, on behalf of Buyer, shall redetermine the Portfolio LTV of the Purchased Assets based on updated Appraisals obtained by Seller, at Seller’s expense (as specified in Section 2.7(aexcept that Administrative Agent agrees to accept Appraisals obtained by Seller dated no earlier than six (6) above); provided that if the Change of Control occurs months prior to the first anniversary of the Agreement then-current Facility Termination Date), then the prepayment fee which updated Appraisals shall equal 4.0% of the principal amount of the Notes. No less be delivered to Administrative Agent no later than five (5) Business Days 30 days prior to any proposed Change then-applicable Facility Termination Date. If Administrative Agent, on behalf of ControlBuyer, Issuers will deliver a written notice determines that the Portfolio LTV exceeds the Maximum Portfolio Exposure Threshold based on such updated Appraisals, Seller shall be required to repay the Administrative Agent and each of Aggregate Repurchase Price in an amount sufficient to cause the Purchasers describing Portfolio LTV to equal the transaction that constitutes the proposed Change of Control and stating the date on which the Change of Control shall occurMaximum Portfolio Exposure Threshold. (ii) Upon In the effective date event any Mortgagor shall have repaid the principal balance of any Purchased Asset to satisfy any debt yield, debt service coverage ratio and/or loan-to-value requirement contained in the related Purchased Asset Documents, Seller shall make a repayment of the expirationRepurchase Price of such Purchased Asset such that after giving effect to such repayment, termination or repeal the outstanding Purchase Price of a Cannabis Act, if such expiration, termination or repeal has a Material Adverse Effect, together with payment Purchased Asset is no greater than the product of (i) the outstanding principal balance of the prepayment fee Purchased Asset (as specified in Section 2.7(a) above). If known, then no less than five (5) Business Days prior to and if unknown, then promptly after any expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect, Issuers will deliver a written notice giving effect to the Administrative Agent and each of principal payment made by Mortgagor) multiplied by (ii) the Purchasers describing the applicable expiration, termination or repeal and stating the date on which the mandatory prepayment shall occur. For the avoidance of doubt, there shall be no prepayment fee in the event that the expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect occurs prior to the first anniversary of the Agreement DateMaximum Purchase Price Percentage. (iii) Upon If any Purchased Asset shall become a Defaulted Asset, then Seller shall, upon Administrative Agent’s approval of an Independent Appraiser for such purpose, promptly order an updated Appraisal and if the occurrence Asset Exposure Ratio of such Purchased Asset exceeds the Maximum Asset Exposure Ratio, Seller shall repay the Repurchase Price of such Purchased Asset such that after giving effect to such payment, the Asset Exposure Ratio is equal to Maximum Asset Exposure Ratio. (iv) If the Maximum Purchase Price Percentage of any Event Defaulted Asset shall be reduced in accordance with the Fee Letter, Seller shall repay the Repurchase Price of Default which results in such Defaulted Asset such that after giving effect to such repayment, the acceleration Purchase Price of amounts due under such Purchased Asset is no greater than the Notes, together with payment product of (i) the outstanding principal balance of the prepayment fee Purchased Asset multiplied by (ii) the applicable Maximum Purchase Price Percentage (as specified reduced in accordance with the Fee Letter). In the event the Maximum Purchase Price Percentage of any Defaulted Asset is reduced to 0% in accordance with the Fee Letter, Seller shall be entitled to repurchase such Purchased Asset in accordance with Section 2.7(a3(i). (v) aboveFollowing receipt of the updated Appraisals required to be delivered by Seller in accordance with Section 12(f)(vii); provided that , Administrative Agent, on behalf of Buyer, shall redetermine the Portfolio LTV of the Purchased Assets based on such updated Appraisals (and, if the Event of Default occurs prior Seller shall have delivered an updated Appraisal with respect to Purchased Asset #4 on Schedule 1 to the first anniversary Fee Letter, Administrative Agent shall include such Appraisal in its redetermination). If Administrative Agent, on behalf of Buyer, determines that the Agreement DatePortfolio LTV exceeds the Maximum Portfolio Exposure Threshold based on such updated Appraisals, then Seller shall be required to repay the prepayment fee shall Aggregate Repurchase Price in an amount sufficient to cause the Portfolio LTV to equal 4.0% of the principal amount of the NotesMaximum Portfolio Exposure Threshold. (b) Any prepayment In the event that Seller is required under to make a Mandatory Prepayment pursuant to this Section 2.8 shall be accompanied by 4 and has contemporaneously requested an Additional Advance or True Up Advance or Future Advance Purchase with respect to any Purchased Asset, at Seller’s request, Buyer agrees to cooperate with Seller to net the prepayment fee, if any, set forth in Section 2.7(a) and/or Section 2.8(a) hereof. Any Purchaser shall receive its Pro Rata Share of any such prepaymentapplicable payments.

Mandatory Prepayment. (a) Issuers If on the Business Day 2 Business Days prior to a Redemption Date, it is reasonably anticipated that Parent will pay any cash in connection with the redemption of the applicable Junior Notes on such Redemption Date, and it is reasonably anticipated by the Lender that after giving effect to such redemption the sum (as projected by the Lender) of Liquidity will not exceed $45,000,000, the Lender shall provide the Administrative Borrower written notice of such decision and unless otherwise waived by the Lender in its sole discretion, Borrowers will be required to repay in full make a mandatory prepayment within one Business Day of such notice such that the Term Loan, Revolving Loan and other Obligations (including the Liquidated Damages Premium) are Paid In Full, at which time the Loan Agreement shall be terminated. (b) At all times an Event of Default has occurred and is continuing or as otherwise mutually agreed between Borrowers and the Lender, within 10 days of delivery to the Lender of audited annual financial statements pursuant to Section 6.3, commencing with the delivery to the Lender of the financial statements for Parent’s fiscal year ended December 31, 2007 or, if such financial statements are not delivered to the Lender on the date such statements are required to be delivered pursuant to Section 6.3, 10 days after the date such statements are required to be delivered to the Lender pursuant to Section 6.3, Borrowers shall prepay the outstanding principal amount of the Loans, and all accrued interest thereon and the applicable prepayment fee (as specified below) upon the occurrence of any of the following events: (i) Concurrently with any Change of Control, together with payment of the prepayment fee (as specified Obligations in Section 2.7(a) above); provided that if the Change of Control occurs prior an amount equal to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.050% of the Excess Cash Flow of Borrowers and their Subsidiaries for such fiscal year which amount shall be applied first, to the outstanding principal amount of the NotesTerm Loan until the Term Loan is paid in full and second in accordance with Section 2.4(b)(i). No Notwithstanding the foregoing, in the event Borrowers are required to make a mandatory prepayment pursuant to this Section 2.5(b), Borrowers shall notify the Lender of the amount of such prepayment not less than five (5) 5 Business Days prior to any proposed Change of Control, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the transaction that constitutes the proposed Change of Control and stating the date on which the Change of Control shall occursuch prepayment is due. (ii) Upon the effective date of the expiration, termination or repeal of a Cannabis Act, if such expiration, termination or repeal has a Material Adverse Effect, together with payment of the prepayment fee (as specified in Section 2.7(a) above). If known, then no less than five (5) Business Days prior to and if unknown, then promptly after any expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the applicable expiration, termination or repeal and stating the date on which the mandatory prepayment shall occur. For the avoidance of doubt, there shall be no prepayment fee in the event that the expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect occurs prior to the first anniversary of the Agreement Date. (iii) Upon the occurrence of any Event of Default which results in the acceleration of amounts due under the Notes, together with payment of the prepayment fee (as specified in Section 2.7(a) above); provided that if the Event of Default occurs prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of the principal amount of the Notes. (b) Any prepayment required under this Section 2.8 shall be accompanied by the prepayment fee, if any, set forth in Section 2.7(a) and/or Section 2.8(a) hereof. Any Purchaser shall receive its Pro Rata Share of any such prepayment.

Mandatory Prepayment. (ai) Issuers If at any time the Current Revolving Commitment is less than the aggregate unpaid principal amount of the Loans then outstanding plus the Letter of Credit Exposure at such time, the Borrowers shall prepay an amount of the Revolving Credit Loans not less than the amount of such difference or, if the Revolving Credit Loans then outstanding are less than the amount of such difference, provide cash collateral, or other collateral acceptable to the Agent in its sole discretion, to the Agent in an amount equal to 105% of such excess, which cash collateral shall be required deposited and held in the Letter of Credit Cash Collateral Account until such time as such excess no longer exists. Any such prepayment will not otherwise reduce the Revolving Credit Commitments of the Lenders. Concurrently with any notice of reduction of the Revolving Credit Commitments of the Lenders, the Administrative Borrower shall give notice to repay the Agent of any mandatory prepayment which notice shall specify a prepayment date no later than the effective date of such reduction of the Revolving Credit Commitments of the Lenders. (ii) The Agent shall on each Business Day apply funds deposited in full the Agent Account to the payment, in whole or in part, of the Obligations outstanding. (iii) The Borrowers shall immediately prepay the aggregate outstanding principal amount of the Loans, and all accrued interest thereon and the applicable prepayment fee (as specified below) upon the occurrence of any of the following events: (i) Concurrently with any Change of Control, together with payment of the prepayment fee (as specified Term Loans in Section 2.7(a) above); provided that if the Change of Control occurs prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of the principal amount of the Notes. No less than five (5) Business Days prior to any proposed Change of Control, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the transaction that constitutes the proposed Change of Control and stating the date on which the Change of Control shall occur. (ii) Upon the effective date of the expiration, termination or repeal of a Cannabis Act, if such expiration, termination or repeal has a Material Adverse Effect, together with payment of the prepayment fee (as specified in Section 2.7(a) above). If known, then no less than five (5) Business Days prior to and if unknown, then promptly after any expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the applicable expiration, termination or repeal and stating the date on which the mandatory prepayment shall occur. For the avoidance of doubt, there shall be no prepayment fee full in the event that the expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect occurs prior Total Revolving Credit Commitment is reduced to the first anniversary of the Agreement Datezero for any reason. (iiiiv) Upon The Borrowers shall prepay in full the occurrence of any Event of Default which results in the acceleration of amounts due under the Notes, together with payment of the prepayment fee (as specified in Section 2.7(a) above); provided that if the Event of Default occurs prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of the aggregate outstanding principal amount of the NotesTerm Loans immediately upon the effectiveness of a Permitted Term Loan Facility. (bv) Any prepayment required under In the event of any loss of or damage to, or taking of any Collateral of any Borrower for which any of the Obligors and their Subsidiaries receives insurance proceeds or other compensation, the Borrower shall prepay the Term Loans in an aggregate amount equal to 100% of the Net Proceeds of such casualty event. Nothing in this Section 2.8 paragraph shall be accompanied by deemed to limit any obligation of the prepayment fee, if any, set forth in Section 2.7(a) and/or Section 2.8(a) hereof. Any Purchaser shall receive its Pro Rata Share Obligors or any of any such prepayment.their Subsidiaries

Mandatory Prepayment. (a) Issuers shall be required to repay in full the outstanding principal amount of the Loans, and all accrued interest thereon and the applicable prepayment fee (as specified below) upon the occurrence of If any of the following events:events (“Mandatory Prepayment Event”): (ia) Concurrently with any Change Vessel Contract is for any reason and by any method, cancelled, terminated, repudiated or rescinded for any reason whatsoever (other than as a result of Control, together with payment a breach by the Borrower) in each case without the prior consent of the prepayment fee (as specified in Section 2.7(a) above)Lender; provided that if the Change of Control occurs prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of the principal amount of the Notes. No less than five (5) Business Days prior to any proposed Change of Control, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the transaction that constitutes the proposed Change of Control and stating the date on which the Change of Control shall occur. (ii) Upon the effective date of the expiration, termination or repeal of a Cannabis Act, if such expiration, termination or repeal has a Material Adverse Effect, together with payment of the prepayment fee (as specified in Section 2.7(a) above). If known, then no less than five (5) Business Days prior to and if unknown, then promptly after any expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the applicable expiration, termination or repeal and stating the date on which the mandatory prepayment shall occur. For the avoidance of doubt, there shall be no prepayment fee in the event that the expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect occurs prior to the first anniversary of the Agreement Date. (iii) Upon the occurrence of any Event of Default which results in the acceleration of amounts due under the Notes, together with payment of the prepayment fee (as specified in Section 2.7(a) above); provided that if the Event of Default occurs prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of the principal amount of the Notes.or (b) Any prepayment required under this Section 2.8 shall be accompanied a competent court or arbitration panel decides that any Vessel Contract has been validly cancelled, terminated, repudiated or rescinded for any reason whatsoever (other than as a result of a breach by the prepayment feeBorrower) in each case without the prior consent of the Lender; or (c) a Vessel Contract is varied in a way prohibited by the Finance Documents; or (d) the Bareboat Charter or the Bareboat Charter Guarantee is terminated and/or declared terminated, repudiated, rescinded or cancelled prior to the Delivery Date for any reason whatsoever (other than as a result of a breach by the Buyer), in each case without the prior consent of the Lender; or (e) any of the TSA, the Binding Term Sheet or the Perenco Security Arrangements is terminated and/or declared terminated, repudiated, rescinded or cancelled for any reason whatsoever, in each case without the prior consent of the Lender and no Replacement Sub-Charter or as the case may be, Replacement Sub-Charter Guarantee is in place within one hundred and eighty (180) days of such termination, repudiation, rescission or cancellation; or (f) any failure by the Borrower to procure and maintain in full force and effect, all relevant and necessary Consents and Project Authorisations arising out of and/or in relation to the Binding Term Sheet, the TSA (if anyapplicable), set forth the Perenco Security Arrangements or any Replacement Sub-Charter and Replacement Sub-Charter Guarantee to the satisfaction of the Lender; then the Lender may, by notice to the Borrower with effect from the date ten (10) Business Days after the giving of such notice (or such later date as may be approved in Section 2.7(aadvance) and/or Section 2.8(a) hereofcancel the Commitment. Any Purchaser The Borrower shall receive its Pro Rata Share of any on the date such prepaymentcancellation takes effect prepay the Loan and all other amounts owing under the Finance Documents in full.

Mandatory Prepayment. (a) Issuers shall be required to repay in full the outstanding principal amount So long as no Event of the Loans, Default has occurred and all accrued interest thereon is continuing and the applicable prepayment fee (as specified below) upon the occurrence of any of the following events: Indebtedness has not been accelerated, Borrower may enter into a Capital Event with respect to an REO Property or Mortgage Loan; PROVIDED, HOWEVER, that (i) Concurrently with any Change of Control, together with payment Borrower shall have given Agent at least fifteen (15) Business Days' prior written notice of the prepayment fee (as specified in Section 2.7(a) above); provided that if Capital Event and the Change of Control occurs prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of the principal amount of the Notes. No less than five (5) Business Days prior to any proposed Change of Controlanticipated Capital Event Proceeds, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the transaction that constitutes the proposed Change of Control and stating the date on which the Change of Control shall occur. (ii) Upon if the effective date Capital Event is consummated with a Person that is not an Affiliate of the expiration, termination or repeal of a Cannabis Act, if such expiration, termination or repeal has a Material Adverse Effect, together with payment of the prepayment fee (as specified in Section 2.7(a) above). If knownBorrower, then no less than five (5) Business Days prior to and if unknown, then promptly after any expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the applicable expiration, termination or repeal and stating the date on which the mandatory prepayment shall occur. For the avoidance of doubt, there such Capital Event shall be no prepayment fee in on an arms length basis, as reasonably determined by the event that the expirationAgent, termination or repeal of a Cannabis Act that has a Material Adverse Effect occurs prior to the first anniversary of the Agreement Date. (iii) Upon if the occurrence Capital Event is consummated with an Affiliate of any Borrower, then such Capital Event shall require the prior written consent of the Agent and (iv) Borrower shall make or cause to be made the deposits to the Collection Account referred to in SECTION 2.12(a)(ii); PROVIDED, FURTHER, that notwithstanding the acceleration of the Indebtedness after an Event of Default which results has occurred and is continuing, a Capital Event may be consummated if (1) the Indebtedness shall be repaid in full as a result of such Capital Event or (2) such Capital Event would cure the acceleration of amounts due under the Notes, together with payment of the prepayment fee (as specified in Section 2.7(a) above); provided event or condition that if caused the Event of Default occurs prior and in the reasonable determination of Agent based upon the remaining REO Properties and Mortgage Loans, the Lenders shall not be disadvantaged by allowing the Capital Event to the first anniversary proceed. Within ten (10) Business Days of the Agreement DateAgent's receipt of Borrower's notice of a Capital Event, then the prepayment fee Agent shall equal 4.0% of the principal amount of the Notesdeliver to Borrower an Excess Proceeds Test Notice with respect to such Capital Event. (b) Except as otherwise provided in SECTION 2.12(f) in the event Loss Proceeds are required to be made available for restoration pursuant to SECTION 5.1(x) or 5.1(y) and excluding Loss Proceeds which the Borrower is obligated to turn over to tenants or other third persons pursuant to applicable law, in the event of a casualty or a Taking of any REO Property or Mortgaged Property, in whole or in part, Borrower shall deposit or cause to be deposited all Loss Proceeds received by Borrower with respect to such REO Property or Mortgaged Property into the Collection Account no later than the Business Day following collection and receipt thereof. Such Loss Proceeds shall be applied solely to make the payments required pursuant to CLAUSE SECOND of SECTION 2.12(b)(i) of this Agreement. (c) Not later than ten (10) Business Days following the Business Day on which the Agent shall have notified the Borrower in writing that the Market Value Test has not been satisfied, the Borrower shall prepay the Loan in part in the amount necessary to cause the Market Value Test to be satisfied. Any such prepayment required under this Section 2.8 shall be accompanied by an amount representing all accrued interest on the portion of the Loan being prepaid and other amounts then due under the Loan Documents (including, without limitation, the Repayment Fee). The Agent shall specify in any notice delivered pursuant to the second preceding sentence the amount of the Principal Indebtedness the payment of which shall satisfy the Market Value Test. (d) Upon payment or prepayment feeof the Loan in full, if anyBorrower shall pay to the Lenders, set forth in Section 2.7(a) and/or Section 2.8(a) hereof. Any Purchaser shall receive its Pro Rata Share of any such prepaymentaddition to the amounts specified in SECTION 2.6, SECTION 2.7 and SECTION 2.12, as applicable, all other amounts then due and payable to the Lenders pursuant to the Loan Documents.

Mandatory Prepayment. (a) Issuers If the Vessel is sold by the Borrower, the Borrower shall, simultaneously with completion of any such sale prepay the whole of the Loan in full together with all interest, Break Costs (if any) and other costs and expenses relating to the Loan. (Following an Event of Default the Vessel may only be sold by the Borrower with the prior consent of the Lender which consent shall not be unreasonably withheld.) (b) If the Vessel becomes a Total Loss the Borrower shall prepay the Loan in full together with all interest, Break Costs (if any) and other costs and expenses relating to the Loan. Such repayment shall be required to repay in full the outstanding principal amount of the Loans, and all accrued interest thereon and the applicable prepayment fee (as specified below) upon the occurrence of any of the following eventsmade on: (i) Concurrently with any Change in respect of Controla Total Loss arising as a result of a Requisition, together with payment of the prepayment fee (as specified in Section 2.7(a) above)relevant Total Loss Date; provided that if the Change of Control occurs prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of the principal amount of the Notes. No less than five (5) Business Days prior to any proposed Change of Control, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the transaction that constitutes the proposed Change of Control and stating the date on which the Change of Control shall occur.and (ii) Upon in respect any other Total Loss, the effective earlier of: (A) the date falling 120 days after the Total Loss Date; and (B) the date of receipt by the expirationLender of the proceeds of insurance relating to such Total Loss. (c) If there is a breach of Clause 8.3.17 (Change of Ownership) and/or 8.4.7 (Sanctions) or Clause 8.3.2 (Compliance with laws etc.) (insofar as such breach of Clause 8.3.2 (Compliance with laws etc.) relates to a breach of Sanctions), termination or repeal and if the Lender notifies the Borrower in writing that it will require the Loan to be prepaid in full, the Borrower shall repay the Loan in full together with all interest, Break Costs (if any) and other costs and expenses relating to the Loan, within fourteen (14) days of a Cannabis Actreceipt of notice from the Lender of such prepayment requirement or, if earlier, the date specified by the Lender in such expiration, termination or repeal has a Material Adverse Effect, together with payment of the prepayment fee (as specified in Section 2.7(a) above). If known, then no less than five (5) Business Days prior to and if unknown, then promptly after any expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect, Issuers will deliver a written notice delivered to the Administrative Agent and Borrower (being no earlier than the last day of any applicable grace period permitted by law). (d) If IVS IBIS is sold during the Facility Period, the Borrower shall prepay; (i) US$1,000,000 in relation to each of the Purchasers describing Vessel and IVS PRESTWICK (in total US$2,000,000) if the applicable expiration, termination Loan under this Agreement and the loan under IVS PRESTWICK Facility Agreement remains outstanding; or (ii) US$2,000,000 if either the Loan under this Agreement or repeal the loan under IVS PRESTWICK Facility Agreement remains outstanding and stating the date on which the mandatory such prepayment shall occur. For be made within thirty (30) days after the avoidance sale of doubt, there shall be no prepayment fee in IVS IBIS unless the event that the expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect occurs prior Borrower provides an alternative Security Interest acceptable to the first anniversary of the Agreement DateLender (such approval shall not be unreasonably withheld). (iii) Upon the occurrence of any Event of Default which results in the acceleration of amounts due under the Notes, together with payment of the prepayment fee (as specified in Section 2.7(a) above); provided that if the Event of Default occurs prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of the principal amount of the Notes. (b) Any prepayment required under this Section 2.8 shall be accompanied by the prepayment fee, if any, set forth in Section 2.7(a) and/or Section 2.8(a) hereof. Any Purchaser shall receive its Pro Rata Share of any such prepayment.

Mandatory Prepayment. (ai) Issuers Subject to Section 5, the Holder shall be required have the right to repay in full require that the Obligor prepay the outstanding principal amount of the Loans, and this Note (including all accrued and unpaid interest thereon thereon) with the Net Cash Proceeds of any Asset Sale. Within three (3) Business Days after the receipt of any Net Cash Proceeds in respect of any Asset Sale, the Obligor shall send to the Holder a notice stating: (a) that an Asset Sale that has generated Net Cash Proceeds has occurred and that the Holder has the right to require the Obligor to prepay the outstanding principal amount of this Note plus accrued but unpaid interest in an amount equal to such Net Cash Proceeds (which amount will be specified in dollars); (b) the circumstances and relevant facts regarding such Asset Sale (including information with respect to pro forma historical income, cash flow and capitalization, each after giving effect to such Asset Sale); (c) the prepayment date (which shall be not earlier than fifteen (15) calendar days nor later than thirty (30) calendar days from the date such notice is mailed; and (d) the instructions determined by the Obligor, consistent with this Section 2(b), that the Holder must follow in order to have this Note prepaid. 1 To be the amount equal to 15% of the amount, if any, by which (a) the market value of the Common Stock, based on the average market value of the shares issued and outstanding at listing over the 30 trading days beginning 180 days after shares of Common Stock are first listed or included for quotation on a national exchange (the “Average Market Value”) plus distributions paid by the Obligor from and after May 21, 2008 and prior to such listing, exceeds (b) the sum of the total amount of capital raised from stockholders during the Obligor’s initial public offering on a “best efforts” basis and the amount of cash flow necessary to generate a 6.0% annual cumulative, non-compounded return to such stockholders through the date of listing. 2 To be the applicable prepayment fee (as specified below) upon federal rate established by the occurrence Internal Revenue Service on the date of any this Note. 3 To be the date that is the last day of the following events:quarter during which this Note is issued. (i) Concurrently with any Change of Control, together with payment of 4 To be the prepayment fee (as specified in Section 2.7(a) above); provided date that if is the Change of Control occurs prior to the first three-year anniversary of the Agreement Datedate of this Note. (ii) If the Holder elects to have all or a portion of this Note prepaid, then it will be required to provide a notice to the prepayment fee shall equal 4.0% of Obligor (at the principal address specified in the notice from the Obligor to the Holder) specifying the amount of this Note it desires to have prepaid and, if the Notes. No less than five entire Note is to be prepaid, the Holder shall be required to surrender this Note, in each case at least three (53) Business Days prior to any proposed Change of Control, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the transaction that constitutes the proposed Change of Control and stating the date on which the Change of Control shall occur. (ii) Upon the effective date of the expiration, termination or repeal of a Cannabis Act, if such expiration, termination or repeal has a Material Adverse Effect, together with payment of the prepayment fee (as specified in Section 2.7(a) above). If known, then no less than five (5) Business Days prior to and if unknown, then promptly after any expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the applicable expiration, termination or repeal and stating the date on which the mandatory prepayment shall occur. For the avoidance of doubt, there shall be no prepayment fee in the event that the expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect occurs prior to the first anniversary of the Agreement Datedate. (iii) Upon the occurrence of any Event of Default which results in the acceleration of amounts due under the Notes, together with payment of the prepayment fee (as specified in Section 2.7(a) above); provided that if the Event of Default occurs prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of the principal amount of the Notes. (b) Any prepayment required under this Section 2.8 shall be accompanied by the prepayment fee, if any, set forth in Section 2.7(a) and/or Section 2.8(a) hereof. Any Purchaser shall receive its Pro Rata Share of any such prepayment.

Mandatory Prepayment. (a) Issuers Within forty-five (45) days of the end of the second and fourth quarter of each Fiscal Year, the Issuer shall (a) repay an aggregate principal amount of the Securities equal to the Excess Cash Flow for the 6-month period ending on the last day of such quarter, together with accrued and unpaid interest on such principal amount to the date of repayment, and (b) regardless of whether any repayment of principal is required under this Section, provide each Securityholder with a written notice containing in reasonable detail the Issuer's calculation of Excess Cash Flow. Notwithstanding the preceding sentence, the Issuer shall not be required to repay in full any principal under this Section unless Excess Cash Flow equals or exceeds the outstanding lesser of $250,000 or the aggregate principal amount of the LoansSecurities then outstanding, in which case all Excess Cash Flow then outstanding shall be used to repay principal in accordance with this Section. Any repayments of principal required by this Section shall be paid on an equal and all accrued interest thereon and ratable basis among the applicable prepayment fee (Securityholders in proportion, as specified below) upon nearly as practicable, to the occurrence of any respective unpaid principal amounts of the following events: (i) Concurrently with any Change of Control, together with payment of the prepayment fee (as specified Securities held by each Securityholder. The reduction in Section 2.7(a) above); provided that if the Change of Control occurs prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of the principal amount of the NotesSecurities effected by repayments made under this Section may be made without presentation of the Securities and shall be binding on all future Securityholders. No less than five Securityholders shall make the appropriate notation on the Securities to indicate the amount of any repayments under this Section. (5b) Business Days The prepayment will be made in the following manner. At least 15 days prior to any proposed Change of Control, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the transaction that constitutes the proposed Change of Control and stating the date on which the Change Issuer proposes to make the prepayment required by this Section 3.6, the Issuer shall give the Trustee written notice of Control such prepayment, which notice shall occur. (ii) Upon state the effective date of the expiration, termination or repeal of a Cannabis Act, if such expiration, termination or repeal has a Material Adverse Effect, together with payment amount of the prepayment fee (and the date the Issuer has selected that the prepayment be made, which date may not be later than 45 days from the end of the second and fourth quarters, as specified in Section 2.7(a) above)the case may be. If known, then no less than five (5) Business Days prior The Trustee shall not be required to and if unknown, then promptly after any expiration, termination or repeal send a notice of a Cannabis Act that has a Material Adverse Effect, Issuers will deliver a written notice mandatory redemption to the Administrative Agent and each of Holders with respect to such prepayment. At least one Business Day before the Purchasers describing mandatory prepayment, the applicable expiration, termination Issuer will deposit with the Trustee (or repeal and stating other paying agent) in immediately available funds the date on which money to be used to prepay the Securities. When the money to effect the mandatory prepayment of the Securities is held by the Trustee for the purpose of effecting such prepayment, interest on that portion of the Securities to be prepaid shall occur. For cease to accrue on the avoidance reduction of doubtprincipal on Securities made a result of the prepayment, there and such notations shall be no prepayment fee binding on the Securityholders and all future Securityholders, even if such holders do not make such notations on the certificates representing such Securities. The prepayments will be made by the Trustee in the event that the expiration, termination or repeal increments of a Cannabis Act that has a Material Adverse Effect occurs prior $100.00. Any Excess Cash Flow which does not meet this requirement will be returned to the first anniversary of the Agreement DateIssuer pursuant to its written instructions. (iii) Upon the occurrence of any Event of Default which results in the acceleration of amounts due under the Notes, together with payment of the prepayment fee (as specified in Section 2.7(a) above); provided that if the Event of Default occurs prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of the principal amount of the Notes. (b) Any prepayment required under this Section 2.8 shall be accompanied by the prepayment fee, if any, set forth in Section 2.7(a) and/or Section 2.8(a) hereof. Any Purchaser shall receive its Pro Rata Share of any such prepayment.

Mandatory Prepayment. (a) Issuers In the event of any termination of all the Revolving Commitments, each Borrower shall be required to repay in full or prepay all its outstanding Revolving Loans and all outstanding Swingline Loans on the outstanding principal amount date of such termination. In the event of any partial reduction of the LoansRevolving Commitments, and all accrued interest thereon and the applicable prepayment fee (as specified below) upon the occurrence of any of the following events: (i) Concurrently with any Change of Control, together with payment of the prepayment fee (as specified in Section 2.7(a) above); provided that if the Change of Control occurs then at or prior to the first anniversary of the Agreement Date, then the prepayment fee shall equal 4.0% of the principal amount of the Notes. No less than five (5) Business Days prior to any proposed Change of Control, Issuers will deliver a written notice to the Administrative Agent and each of the Purchasers describing the transaction that constitutes the proposed Change of Control and stating the date on which the Change of Control shall occur. (ii) Upon the effective date of the expirationsuch reduction, termination or repeal of a Cannabis Act, if such expiration, termination or repeal has a Material Adverse Effect, together with payment of the prepayment fee (as specified in Section 2.7(a) above). If known, then no less than five (5) Business Days prior to and if unknown, then promptly after any expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect, Issuers will deliver a written notice to the Administrative Agent shall notify the Company and each the Lenders of the Purchasers describing Aggregate Revolving Exposure after giving effect thereto. If at any time, as a result of such a partial reduction or termination, as a result of fluctuations in exchange rates or otherwise, the applicable expirationAggregate Revolving Exposure would exceed the Total Revolving Commitment, termination the Swingline Exposure would exceed the Swingline Commitments or repeal and stating the date on which Alternative Currency Credit Exposure would exceed the mandatory prepayment shall occur. For the avoidance of doubt, there shall be no prepayment fee in the event that the expiration, termination or repeal of a Cannabis Act that has a Material Adverse Effect occurs prior to the first anniversary of the Agreement Date. (iii) Upon the occurrence of any Event of Default which results in the acceleration of amounts due under the Notes, together with payment of the prepayment fee (as specified in Section 2.7(a) above); provided that if the Event of Default occurs prior to the first anniversary of the Agreement DateAlternative Currency Commitment, then the prepayment fee Borrowers shall equal 4.0% (i) on the date of such reduction or termination of the principal Revolving Commitments or (ii) within three Business Days following notice from the Administrative Agent of any such fluctuation in exchange rate or otherwise, repay or prepay (or cause the Borrower Subsidiaries to repay or prepay) Revolving Loans or Swingline Loans (or a combination thereof) in an amount of the Notessufficient to eliminate such excess(es). (b) Any prepayment required under To the extent possible, amounts to be applied pursuant to this Section 2.8 2.13 to the prepayment of Loans shall be accompanied applied, as applicable, first to prepay outstanding ABR Loans. Any amounts remaining after each such possible application shall, at the option of the Company be applied to prepay Eurocurrency Loans immediately and/or shall be deposited in the Prepayment Account (as defined below). The Administrative Agent shall apply any cash deposited in the Prepayment Account allocable to Revolving Loans to prepay Eurocurrency Loans, in each case on the last day of their respective Interest Periods (or, at the direction of the Company, on any earlier date) until all outstanding Revolving Loans have been prepaid or until the allocable cash on deposit with respect to such Loans has been exhausted. For purposes of this Agreement, the term "Prepayment Account" shall mean an account established by the Company with the Administrative Agent and over which the Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal for application in accordance with this paragraph (b). The Administrative Agent will, at the request of the Company, invest amounts on deposit in the Prepayment Account in Permitted Investments that mature prior to the last day of the applicable Interest Periods of the Eurocurrency Borrowings to be prepaid; provided, however, that (i) the Administrative Agent shall not be required to make any investment that in its sole judgment, would require or cause the Administrative Agent to be in, or would result in any, violation of any law, statute, rule or regulation and (ii) the Administrative Agent shall have no obligation to invest amounts on deposit in the Prepayment Account if a Default or Event of Default shall have occurred and be continuing. Each Borrower shall indemnify the Administrative Agent for any losses relating to the investments so that the amount available to prepay Eurocurrency Borrowings on the last day of the applicable Interest Period is not less than the amount that would have been available had no investments been made pursuant thereto. Other than any interest earned on such investments (which shall be for the account of the Borrowers as their interests may appear, to the extent not necessary for the prepayment feeof Eurocurrency Loans in accordance with this Section 2.13), the Prepayment Account shall not bear interest. Interest or profits, if any, set forth on such investments shall be deposited in Section 2.7(a) and/or Section 2.8(a) hereof. Any Purchaser shall receive its Pro Rata Share the Prepayment Account and reinvested and disbursed as specified above; provided, however, at the end of any Interest Period, unless a Default or Event of Default has occurred and is continuing, after the satisfaction of all required payments the Administrative Agent shall pay to the Company all interest or profits on such prepaymentinvestments to the extent in excess of the then required principal and interest payments. If the maturity of the Loan has been accelerated pursuant to Article VII, the Administrative Agent may, in its sole discretion, apply all amounts on deposit in the Prepayment Account to satisfy any of the Obligations. The Company hereby grants to the Administrative Agent, for its benefit and the benefit of the Issuing Banks, the Swingline Lender and the Lenders, a security interest in its Prepayment Account to secure the Obligations.