Common use of Principal Payments Clause in Contracts

Principal Payments. (a) The Borrower shall repay in full all Loans on the Maturity Date unless payment is sooner required hereunder and such repayment shall be applied pro rata to each outstanding Loan. (b) Prior to the Maturity Date, the Borrower: (i) may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the aggregate outstanding principal amount of any Loans made as part of any particular Borrowing; provided that: (A) no such prepayment may be made in a principal amount thereof less than $1,000,000 (unless repaid in full) or other than an integral multiple of $1,000 for amounts in excess thereof; (B) each such voluntary prepayment shall require prior written notice specifying the date and amount of such prepayment (or telephonic notice promptly confirmed in writing) to the Administrative Agent, not later than 12:00 p.m. (New York time) at least two (2) Business Days’ prior to the date of such prepayment unless otherwise agreed to by the Administrative Agent. The Administrative Agent shall promptly notify each Lender of its receipt of such notice, and of the amount of such prepayment that will be applied to each Lender; and (C) any such prepayment of principal shall be applied pro rata to each outstanding Loan. (ii) shall immediately repay all Loans upon any acceleration of the maturity of the Loans in connection with the occurrence of an Event of Default pursuant to Section 7.02 (Action if Bankruptcy) or 7.03 (Action if Other Event of Default) and such repayment shall be applied pro rata to each outstanding Loan; and (iii) shall repay Loans to the extent required to satisfy the Overcollateralization Test within the time period set forth in Section 7.01(b) (Overcollateralization Default Event) at all times and such repayment shall be applied pro rata to each outstanding Loan.

Principal Payments. (a) The Borrower shall repay make payment in full of the unpaid Principal Amount of all Loans on the Maturity Date unless payment is sooner required hereunder and such repayment shall be applied pro rata to each outstanding Loan. (b) Prior to the Final Maturity Date. Prior thereto, the Borrower: (ia) may, from time to time on any Business Day which is the last day of any Interest Period or (subject to Section 4.3) on any other Business ----------- Day, make a voluntary prepayment, in whole or in part, of the aggregate then outstanding principal amount Principal Amount of all Loans; provided, however, that: -------- ------- (i) the Borrower shall give the Administrative Agent not less than three nor more than five Business Days' prior written notice (counting the date on which such notice is given) of any Loans made as part of any particular Borrowingsuch voluntary prepayment, which notice, once given, shall be irrevocable; provided that:and (Aii) no all such prepayment may partial voluntary prepayments shall be made in an aggregate Principal Amount which is a principal amount thereof less than minimum of $1,000,000 (unless repaid in full) or other than 5,000,000 and an integral multiple of $1,000 for amounts in excess thereof;1,000,000. (Bb) shall, within five Business Days following the occurrence of a Change in Control (of the type described in clause (a) of the definition ---------- thereof), make a mandatory prepayment of the Principal Amount of all Loans outstanding on such date. (c) shall, on each such voluntary prepayment shall require prior written notice specifying the date and amount of such prepayment (or telephonic notice promptly confirmed in writing) to the Administrative Agent, not later than 12:00 p.m. (New York time) at least two (2) Business Days’ Quarterly Payment Date prior to the Final Maturity Date, make a mandatory repayment of the Tranche A Loans outstanding on such date in a Principal Amount equal to the quotient of (i) the aggregate Principal Amount of the Tranche A Loans outstanding on such date (before giving effect to all other prepayments or repayments required to be made on such date and without giving effect to any prepayment of the Tranche A Loans as a result of any prepayment made pursuant to clause (f)(i) (in a ------------- Principal Amount of not in excess of $12,500,000) or pursuant to clause ------ (h) and/or (i) (in an aggregate Principal Amount of not in excess of an --- --- aggregate of $12,500,000), in each case on or prior to September 30, 1997) divided by (ii) the aggregate number of Quarterly Payment Dates scheduled ------- -- to occur during the period commencing on such date and ending on (and including) the Final Maturity Date. (d) shall, on each Quarterly Payment Date prior to the Final Maturity Date, make a mandatory repayment of each type of Tranche B Loans outstanding on such date in a Principal Amount equal to the quotient of (i) the aggregate Principal Amount of each such type of Tranche B Loans outstanding on such date (before giving effect to all other prepayments or repayments required to be made on such date and without giving effect to any prepayment of either such type of Tranche B Loan as a result of any prepayment made pursuant to clause (f)(i) (in a Principal Amount of not in ------------- excess of $12,500,000) or pursuant to clause (h) and/or (i) (in an ---------- --- aggregate Principal Amount of not in excess of an aggregate of $12,500,000), in each case on or prior to September 30, 1997) divided by ------- -- (ii) the aggregate number of Quarterly Payment Dates scheduled to occur during the period commencing on such date and ending on (and including) the Final Maturity Date. (e) shall, within three Business Days after any Business Day on which any Tranche B Gold Loan is outstanding and on which: (i) the Dollar equivalent (calculated as at such earlier Business Day) of the Principal Amount of such prepayment unless otherwise agreed to by the Administrative Agent. The Administrative Agent shall promptly notify each Lender of its receipt of Tranche B Gold Loan outstanding on such notice, and of the amount of such prepayment that will be applied to each Lender; and (C) any such prepayment of principal shall be applied pro rata to each outstanding Loan.earlier Business Day (ii) shall immediately repay all Loans upon any acceleration one hundred and fifty per cent (150%) of the maturity Dollar equivalent (calculated at the relevant Loan Base Price with respect to such Tranche B Gold Loan) of the Loans Principal Amount of such Tranche B Gold Loan, at the Borrower's discretion, take either of the following actions: (x) make a mandatory prepayment of such Tranche B Gold Loan pursuant to clause ------ (j) and, simultaneously therewith, convert, subject to Section 4.3, and --- ----------- pursuant to Section 2.4, such Tranche B Gold Loan into a Tranche B Dollar ----------- Loan or (y) arrange for the provision of collateral (other than collateral already subject to (or required to be subject to) any Security Document) in connection a form and on terms acceptable to the Required Lenders with a value at least equal to the Dollar equivalent of such excess. Such collateral shall be held by the Administrative Agent for the rateable benefit of the Tranche B Lenders and shall be released by the Administrative Agent to the Borrower at the end of the first consecutive period of ten (10) Business Days following the provision thereof during which, on each Business Day occurring during such period, the event described in this clause which resulted in the provision of such collateral no longer exists. In the absence of any election by the Borrower as aforesaid, the Borrower shall be deemed to have elected to make the mandatory prepayment and conversion referred to in sub-clause (x) on the date which is three Business Days -------------- after the occurrence of an Event the event described in this clause. (f) shall (without prejudice to clause (g)), within five Business ---------- Days following the receipt of Default Net Issuance Proceeds resulting from any issuance of Approved Subordinated Indebtedness (Borrower) (excluding, however, any Approved Subordinated Indebtedness (Borrower) issued (following the giving of any required consent or waiver pursuant to the Loan Documents) for the sole purpose of refinancing any then outstanding Approved Subordinated Indebtedness (Borrower)) or of its equity share capital to any Person, make a mandatory prepayment of all Loans outstanding on such date in a Principal Amount of (i) 100% of the first $25,000,000 of the aggregate Net Issuance Proceeds from all such issuances, (ii) 25% of all such remaining Net Issuance Proceeds (in the case of any such issue of equity share capital), and (iii) 100% of all such remaining Net Issuance Proceeds (in the case of any such issue of Approved Subordinated Indebtedness (Borrower)). (g) shall (without prejudice to the provisions of the DOCLOC Support Agreement), within five Business Days following the receipt by the Borrower of any cash proceeds (i) resulting from any exercise of the Lender's Purchase Option (as defined in the 1994 DOCLOC Facility Agreement), or (ii) remaining after the application against any amounts outstanding under the 1994 DOCLOC Facility Agreement of the proceeds of any other issuance of any equity share capital by the Borrower to Cyprus Amax pursuant to the 1994 DOCLOC Facility Agreement, make a mandatory prepayment of all Loans outstanding on such date in a Principal Amount equal to such cash proceeds. (h) shall, within five Business Days following the receipt of Net Disposition Proceeds resulting from a disposition of any Material Asset as permitted pursuant to clause (d) of Section 7.2.10, make a mandatory ---------- -------------- prepayment of all Loans outstanding on such date in a Principal Amount equal to such Net Disposition Proceeds. (i) shall, within thirty (30) Business Days after the end of each Fiscal Quarter commencing with the Fiscal Quarter ending June 30, 1997 (each such date, a "Cash Flow Prepayment Date"), make a mandatory ------------------------- prepayment of all Loans outstanding on such Cash Flow Prepayment Date in a Principal Amount equal to 50% of Historical Net Cash Flow for the Fiscal Quarter ending immediately prior to such Cash Flow Prepayment Date. (j) shall, on each effective date of (and simultaneously with, and as a condition to) a conversion of Tranche B Gold Loans into Tranche B Dollar Loans pursuant to Section 7.02 2.4, 4.1 or 4.5 or clause (Action e)(x), make a ----------- --- --- ------------- mandatory prepayment of the Tranche B Dollar Loans outstanding (or to be outstanding) on such date in a Principal Amount equal to the product of (i) the excess, if Bankruptcyany, of (x) or 7.03 the London Price in effect two Business Days prior to such date, less (Action if Other Event y) the Loan Base Price with respect to such ---- Tranche B Gold Loans, multiplied by (ii) the Principal Amount of Defaultthe ---------- -- Tranche B Gold Loans converted. (k) shall, within five Business Days of the receipt of proceeds of any insurance policy which are required by the terms of clauses (c)(i) and such repayment shall be applied pro rata to each outstanding Loan; and -------------- (iiiiv) shall repay Loans to the extent required to satisfy the Overcollateralization Test within the time period set forth in Section 7.01(b) (Overcollateralization Default Event) at all times and such repayment shall be applied pro rata to each outstanding Loan.of Section

Principal Payments. (a) The Borrower outstanding unpaid principal amount of all Advances shall repay be payable in full all Loans on the Maturity Date unless payment is sooner required hereunder and such repayment shall be applied pro rata to each outstanding Loanupon February 2, 2000. (b) Prior The Company shall have the right to prepay the Maturity Date, the Borrower: (i) may, from time to time on any Business Day, make a voluntary prepayment, outstanding Advances in whole or in part, from time to time, without premium or penalty, subject to the Company's obligation to pay the Non-Usage Fee pursuant to Section 2.8 hereof. (c) The Company shall be obligated to pay to the Lender, without the necessity of prior demand or notice from the Lender, and the Company authorizes the Lender to charge the Funding Account or any other accounts of the Company (excluding any monies held by Company in trust for third parties) in Lender's possession for the amount of any outstanding Advance against a specific Mortgage Loan, upon the earliest occurrence of any of the following events: (1) The expiration of ninety (90) days from the date of any Advance for any Mortgage Loan (excluding Aged Mortgage Loans); (2) The expiration of thirty (30) days from the date the Mortgage Loan was delivered to an Investor for examination and purchase, without the purchase being made; (3) The expiration of forty-five (45) days from the date Mortgage Loan is delivered to the certificating custodian acceptable to the Lender for the issuance of a Mortgage-backed Security; (4) The expiration of five (5) Business Days from the date a Wet Settlement Advance was made without receipt of all Collateral Documents relating to such Mortgage Loan, or such Collateral Documents, upon examination by the Lender, are found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment; (5) The expiration of fifteen (15) calendar days from the date a Collateral Document in connection with such Mortgage Loan was delivered to the Company for correction or completion, without being returned to the Lender, corrected or completed; (6) The Mortgage Loan is in default and such default continues for a period of sixty (60) days or more; (7) The expiration of five (5) Business Days after the date on which the related Purchase Commitment, if any, expires, is terminated or otherwise canceled or no longer in full force and effect and the specific Mortgage Loan was not delivered under the Purchase Commitment prior to such termination, expiration or cancellation; (8) Upon sale of the Mortgage Loan. Upon receipt of such payment by the Lender, such Mortgage Loans or Mortgage-backed Securities shall be considered to have been redeemed from pledge, and the Collateral Documents relating thereto which have not been delivered to the Investor or the pool custodian or pool trustee shall be released by the Lender to the Company. (d) With respect to each Aged Mortgage Loan, the Company shall be obligated to pay to the Lender (and the Company authorizes the Lender to charge the Funding Account or any other accounts of the Company [excluding monies held by the Company in trust for third parties] in Lender's possession for the payment thereof), the principal payments in the amounts and on the dates specified below: (1) On the date a Pledged Mortgage becomes an Aged Mortgage Loan, a principal payment in an amount equal to twenty percent (20%) of the outstanding unpaid Advances against such Aged Mortgage Loan; (2) On the date an Aged Mortgage Loan has been included in the Collateral for 120 days (computed from the date it was originally pledged as Collateral), a principal payment in an amount equal to ten percent (10%) of the outstanding unpaid Advances against such Aged Mortgage Loan; (3) On the date an Aged Mortgage Loan has been included in the Collateral for 150 days (computed from the date it was originally pledged as Collateral), a principal payment in an amount equal to ten percent (10%) of the outstanding unpaid Advances made against such Aged Mortgage Loan; (4) On the date an Aged Mortgage Loan has been included in the Collateral for 180 days (computed from the date it was originally pledged as Collateral), an amount equal to the balance of the aggregate outstanding principal amount of any Loans made as part of any particular Borrowing; provided that: (A) no unpaid Advances against such prepayment may be made in a principal amount thereof less than $1,000,000 (unless repaid in full) or other than an integral multiple of $1,000 for amounts in excess thereof; (B) each such voluntary prepayment shall require prior written notice specifying the date and amount of such prepayment (or telephonic notice promptly confirmed in writing) to the Administrative Agent, not later than 12:00 p.m. (New York time) at least two (2) Business Days’ prior to the date of such prepayment unless otherwise agreed to by the Administrative Agent. The Administrative Agent shall promptly notify each Lender of its receipt of such notice, and of the amount of such prepayment that will be applied to each Lender; and (C) any such prepayment of principal shall be applied pro rata to each outstanding Aged Mortgage Loan. (ii) shall immediately repay all Loans upon any acceleration of the maturity of the Loans in connection with the occurrence of an Event of Default pursuant to Section 7.02 (Action if Bankruptcy) or 7.03 (Action if Other Event of Default) and such repayment shall be applied pro rata to each outstanding Loan; and (iii) shall repay Loans to the extent required to satisfy the Overcollateralization Test within the time period set forth in Section 7.01(b) (Overcollateralization Default Event) at all times and such repayment shall be applied pro rata to each outstanding Loan.

Principal Payments. (a) The Borrower outstanding principal amount of all Warehousing Advances shall repay be payable in full all Loans on the Warehousing Maturity Date unless payment is sooner required hereunder and such repayment shall be applied pro rata to each outstanding LoanDate. (b) Prior to The outstanding principal amount of the Term Loan Advances as of the Term Loan Commitment Termination Date shall be payable in forty-eight (48) equal monthly installments, due on the twenty-second (22nd) day of each month beginning on the twenty- second (22nd) day of April 1996. Any remaining principal balance of the Term Loan Advances shall be payable on the Term Loan Maturity Date, the Borrower:. (ic) may, from time The outstanding principal amount of all working Capital Advances shall be payable in full on the working Capital Maturity Date. (d) The Company shall have the right to time on any Business Day, make a voluntary prepayment, prepay the outstanding Advances in whole or in part, from time to time, without premium or penalty; provided, that no voluntary prepayment of the aggregate outstanding principal amount of any Loans made as part of any particular Borrowing; provided that: (A) no such prepayment Warehousing Advances may be made in a principal an amount thereof less than Five Hundred Thousand Dollars ($1,000,000 500,000). (unless repaid in fulle) All payments of outstanding Warehousing Advances from the proceeds of the sale or other than an integral multiple disposition of $1,000 for amounts in excess thereof;Pledged Mortgages and Pledged Securities shall be paid directly by the Investor to the Cash Collateral Account to be applied against the Obligations. (Bf) each such voluntary prepayment The Company shall require pay the Lender, without the necessity of prior written demand or notice specifying from the Lender, and the Company authorizes the Lender to cause the Funding Bank to charge the Company's account for, the amount of any outstanding Advance against a specific Pledged Mortgage, upon the earliest occurrence of any of the following events: (1) Ten (10) Business Days elapse from the date and amount a Collateral Document was delivered to the Company for correction or completion under a Trust Receipt, without being returned to the Lender. (2) On the date on which a Pledged Mortgage is determined to have been originated based on untrue, incomplete or inaccurate information, whether or not the Company had knowledge of such prepayment misrepresentation or incorrect information, or the Pledged Mortgage is defaulted and has remained in default for a period of thirty (30) days or telephonic notice promptly confirmed in writingmore. (3) If the outstanding Advances against Pledged Mortgages of a specific Mortgage Loan type exceed the aggregate Purchase Commitments for such Mortgage Loan type. (4) Payment of any Lien prior to a Second Mortgage Loan is delinquent, and remains delinquent for a period of sixty (60) days or more. (5) Upon sale or other disposition of the Administrative AgentPledged Mortgage. (6) If the Pledged Mortgage is included in. a Mortgage Pool, then, if the Mortgage Pool is an Eligible Mortgage Pool, upon sale of the Mortgage-backed Security, or if the Mortgage Pool is not later than 12:00 p.m. (New York time) at least an Eligible Mortgage Pool, within two (2) Business Days’ Days after delivery of the Pledged Mortgages to the pool custodian. (7) One (1) Business Day immediately preceding the date scheduled for the foreclosure or trustee sale of the premises securing a Rejected Mortgage Loan or Repurchased Mortgage Loan. (8) On the date on which the Company knows, or has reason to know, or receives notice from the Lender, that one or more of the representations and warranties set forth in Section 5.15 were inaccurate or incomplete in any material respect on any date when made or deemed made. (g) Upon Notice to the Company by the Lender, the Company shall pay to the Lender, and the Company authorizes the Lender to cause the Funding Bank to charge the Lender's account for, the amount of any outstanding Advance against a specific Pledged Mortgage upon the earliest occurrence of any of the following events: (1) For a Pledged Mortgage with respect to which a shorter or longer period is not prescribed elsewhere in this Section 2.5(d), one hundred twenty (120) days elapse from the date of the initial Advance made by the Lender against such Pledged Mortgage, whether or not such Pledged Mortgage is included in an Eligible Mortgage Pool. (2) Forty-five (45) days elapse from the date the Pledged Mortgage was delivered to an Investor or an Approved Custodian for examination and purchase or inclusion in an Eligible Mortgage Pool, without the purchase being made or the Eligible Mortgage Pool being initially certified, or upon rejection of the Pledged Mortgage as unsatisfactory by an Investor or an Approved Custodian. (3) One (1) Business Day elapses from the date a Wet Settlement Advance was made and the Pledged Mortgage which was to have been funded by such Wet Settlement Advance is not closed and funded. (4) Seven (7) Business Days elapse from the date a Wet Settlement Advance was made without receipt by the Lender of all Collateral Documents relating to such Pledged Mortgage, or such Collateral Documents, upon examination by the Lender, are found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment; provided, however, if the Wet Settlement Advance was made against a Repurchased Mortgage Loan, twenty (20) days elapse from the date of such Advance without receipt by the Lender of all Collateral Documents relating to such Pledged Mortgage, or such Collateral Documents, upon examination by the Lender, are found not to be in compliance with the requirements of this Agreement. (5) In the case of (i) a Long-term Repurchase Advance, one hundred eighty (180) days elapse from the date of the initial Advance, and (ii) a Short-term Repurchase Advance, sixty (60) days elapse from the date of the initial Advance, whether or not the Pledged Mortgage is included in an Eligible Mortgage Pool; provided, however, that a Short-term Repurchase Advance may be converted into a Long-term Repurchase Advance, and may remain outstanding for an additional one hundred twenty (120) days, upon the following condition: on the date a Short- term Repurchase Advance made against a Pledged Mortgage is redesignated as a Long-term Mortgage Advance ("Conversion Date"), the Company shall reduce the outstanding amount of such Advance to forty-five percent (45%) of the Mortgage Note Amount of such Pledged Mortgage. (6) Three (3) Business Days after the mandatory delivery date of the related Purchase Commitment and the specific Pledged Mortgage was not delivered under the Purchase Commitment prior to such mandatory delivery date, or the Purchase Commitment is terminated; unless in each case, such Pledged Mortgage is eligible for delivery to an Investor under a comparable Purchase Commitment acceptable to the Lender. (h) The outstanding amount of any Advance made pursuant to Section 2.2(f) shall be payable in full within one (1) Business Day after the date of such Advance. (i) In addition to the payments required pursuant to Sections 2.9(f) and 2.9(g), the Company shall be obligated to pay to the Lender, without the necessity of prio- demand or notice from the Lender, and the Company authorizes the Lender to cause the Funding Bank to charge the Company's account for, the following amounts in respect of outstanding Advances in the following circumstance: (1) If at any time (1) the aggregate outstanding principal balance of all Term Loan Advances is greater than the Term Loan Collateral Value plus the Excess Working Capital Value, or (2) the aggregate outstanding principal balance of all Working Capital Advances is greater than the Working Capital Collateral Value, the Company shall prepay the outstanding Term Loan Advances or the outstanding Working Capital Advances, as required to eliminate such excess. (2) If the principal amount of any Pledged Mortgage is prepaid in whole or in part while a Warehousing Advance is outstanding against such Pledged Mortgage, the amount of such prepayment, to be applied to such Advance. (3) On the fifteenth (15) day of each month occurring after the date a Long-term Repurchase Advance is made, unless the Repurchased Mortgage Loan or the Rejected Mortgage Loan against which such Long-term Repurchase Advance was made is included in an Eligible Mortgage Pool, the Company shall reduce the outstanding Advance against such Mortgage Loan by five percent (5%) of the original face amount of the Mortgage Note evidencing such Repurchased Mortgage Loan or the Rejected Mortgage Loan. (j) For a period of not less than five (5) consecutive days in each Calendar Quarter (provided, that no such five (5)-day period shall begin fewer than thirty-one (31) days after the end of the five (5)-day period for the preceding Calendar Quarter), there shall be no Working Capital Advances outstanding, and the Company shall make such prepayments of the Working Capital Advances, and shall refrain from requesting Working Capital Advances, as necessary to comply with the foregoing requirement. (k) All amounts prepaid on the Term Loan Advances after the Term Loan Advances after the Term Loan Commitment Termination Date shall be applied to the installments required pursuant to Section 2.9(b) in the inverse order of their maturities. Amounts paid or prepaid on the Term Loan Advances after the Term Loan Commitment Termination Date may not be reborrowed hereunder. (l) The Company shall give Notice to the Lender (telephonically, to be followed by written notice) of the Pledged Mortgages or Pledged Securities for which proceeds have been received. Upon receipt of such Notice the Advances against such Pledged Mortgages or Pledged Securities shall be repaid and such Pledged Mortgages or Pledged Securities shall be considered to have been redeemed from pledge. The Lender is entitled to rely upon the Company's affirmation that deposits in the Cash Collateral Account represent payment from Investors for the purchase of Pledged Mortgages or Pledged Securities as specified by the Company. In the event that the payment from an Investor for the purchase of Pledged Mortgages or Pledged Securities is less than the outstanding Advances against such Pledged Mortgages or the Mortgage Loans backing Pledged Securities, the Lender is authorized to cause the Funding Bank to charge the Company's account for an amount equal to such deficiency. Provided no Default or Event of Default exists, the Lender shall return any excess payment from an Investor for Pledged Mortgages or Pledged Securities to the Company. 6. Upon execution of this Amendment, the Company agrees to pay to the Lender the pro rata Commitment Fee on the increase portion of the Commitment Amount for the time period from the Effective Date to and including March 31, 1998. 7. Exhibit A-1 to the Warehousing Agreement is deleted in its entirety and Exhibit A-1 attached to this Amendment is substituted in lieu thereof. The First Amended and Restated Warehousing Promissory Note is amended and restated in as set forth in the Second Amended and Restated Promissory Note, in the form of Exhibit A-1 attached to this Amendment. All references in this Amendment and in the Warehousing Agreement to the Warehousing Promissory Note shall be deemed to refer to the Second Amended and Restated Warehousing Promissory Note delivered in connection with this Amendment. 8. The Company shall deliver to the Lender (a) an executed original of this Amendment; (b) an executed original of the Second Amended and Restated Warehousing Promissory Note; (c) an executed Certificate of Secretary with corporate resolutions; (d) the Warehousing Commitment Fee on the increase portion of the Commitment Amount; and (e) a Two Hundred Fifty Dollar ($250) document production fee. 9. The Company represents, warrants and agrees that (a) there exists no Default or Event of Default under the Loan Documents, (b) the Loan Documents continue to be the legal, valid and binding agreements and obligations of the Company enforceable in accordance with their terms, as modified herein, (c) the Lender is not in default under any of the Loan Documents and the Company has no offset or defense to its performance or obligations under any of the Loan Documents, (d) the representations contained in the Loan Documents remain true and accurate in all respects, and (e) there has been no material adverse change in the financial condition of the Company from the date of the Warehousing Agreement to the date of such prepayment unless this Amendment. 10. Except as hereby expressly modified, the Warehousing Agreement shall otherwise agreed to be unchanged and shall remain in full force and effect, and the Company ratifies and reaffirms all of its obligations thereunder. 11. This Amendment may be executed in any number of counterparts and by the Administrative Agent. The Administrative Agent shall promptly notify different parties hereto on separate counterparts, each Lender of its receipt of such notice, which when so executed and of the amount of such prepayment that will be applied to each Lender; and (C) any such prepayment of principal delivered shall be applied pro rata to each outstanding Loanan original, but all of which shall together constitute one and the same instrument. (ii) shall immediately repay all Loans upon any acceleration of the maturity of the Loans in connection with the occurrence of an Event of Default pursuant to Section 7.02 (Action if Bankruptcy) or 7.03 (Action if Other Event of Default) and such repayment shall be applied pro rata to each outstanding Loan; and (iii) shall repay Loans to the extent required to satisfy the Overcollateralization Test within the time period set forth in Section 7.01(b) (Overcollateralization Default Event) at all times and such repayment shall be applied pro rata to each outstanding Loan.

Principal Payments. (a) The Borrower Subject to and upon compliance with the provisions hereof, the Holder shall repay in full have the right, at the Holder’s option, at any time or from time, to convert all Loans on or any part of the Maturity Date unless payment is sooner required hereunder unpaid Principal Amount and such repayment interest accrued under this Note into Common Shares (the “Conversion Shares”), of the Borrower, at the Conversion Price. Upon any conversion of this Note, or any portion hereof, appropriate cash adjustment shall be applied pro rata made for or on account of any interest accrued up to each outstanding Loanthe date of conversion hereon or on such portion, or for or on account of any dividends on any Common Shares issued upon such conversion, subject to the Borrower’s right to pay interest in shares pursuant to Section 1.2 and Holder’s right to convert such interest as provided in this Section 1.5. (b) Prior In order to exercise the conversion privilege, the Holder shall submit a notice of conversion to the Maturity DateBorrower at the principal executive offices of the Borrower, or, if less than the entire unpaid Principal Amount hereof and interest thereon is to be converted, the Borrower: portion hereof to be converted. Such notice shall also state the name or names (iwith address or addresses) may, from time to time on any Business Day, make a voluntary prepayment, in whole which the certificate or in part, of certificates for Conversion Shares shall be issued. After the aggregate outstanding principal amount of any Loans made as part of any particular Borrowing; provided that: (A) no such prepayment may be made in a principal amount thereof less than $1,000,000 (unless repaid in full) or other than an integral multiple of $1,000 for amounts in excess thereof; (B) each such voluntary prepayment shall require prior written notice specifying the date and amount of such prepayment (or telephonic notice promptly confirmed in writing) to the Administrative Agent, not later than 12:00 p.m. (New York time) at least two (2) Business Days’ prior to the date of such prepayment unless otherwise agreed to by the Administrative Agent. The Administrative Agent shall promptly notify each Lender of its receipt of such notice, the Borrower shall issue and shall deliver at said offices to the Holder, or on his written order, a certificate or certificates for the number of full Conversion Shares issuable (or portion hereof) and provision shall be made for any fraction of a Share as provided in subsection (c) hereof. Such conversion shall be deemed to have been effected immediately prior to the close of business on the date on which such notice shall have been received by the Borrower and conversion shall be at the Conversion Price in effect at such time on such date, and at such time the rights of the Holder as such Holder shall cease, in the event that the full Principal Amount and all interest thereon are converted, and the person or persons in whose name or names any certificate or certificates for Conversion Shares shall be deemed to have become the holder or holders of record of the Conversion Shares represented thereby. Upon conversion of only a part of the unpaid Principal Amount, the Borrower shall execute and deliver to or on the order of the Holder at said offices, at the expense of the Borrower if requested by ▇▇▇▇▇▇, a new Note in the principal amount equal to the unconverted portion of such unpaid Principal Amount and interest, which new Note shall be dated and bear interest from the date to which interest shall have been paid on such unconverted portion. (c) No fractional Shares or scrip or warrants shall be issued upon conversion of the Note. If more than $1,000 principal amount of the Note shall be surrendered for conversion at any one time by the same Holder, the number of full Conversion Shares shall be computed on the basis of the aggregate unpaid principal amount of the Note (or portion thereof) so surrendered. Instead of any fractional Conversion Share which would otherwise be issuable upon conversion of the Note (or portion thereof), the Borrower shall pay a cash adjustment in respect of such fractional Conversion Share in an amount equal to the same fraction of the then current fair value of a Share, as reasonably determined by the Borrower. (d) The number of Common Shares outstanding at any given time shall not include Shares owned or held by or for the account of the Borrower, but the disposition of any such Shares shall be considered an issue or sale of Common Shares. (e) In case the Borrower shall at any time subdivide its outstanding Common Shares into a greater number of Common Shares, the Conversion Price in effect immediately prior to such subdivision shall be proportionately reduced, and conversely, in case the outstanding Common Shares of the Borrower shall be combined into a smaller number of Common Shares, the Conversion Price in effect immediately prior to such combination shall be proportionately increased. (f) If any consolidation or merger of the Borrower with or into another corporation, or the sale of all or substantially all its assets to another corporation shall be effected, or in case of any capital reorganization or reclassification of the capital stock of the corporation, then, as a condition of such consolidation, merger or sale, reorganization or reclassification, lawful and adequate provision shall be made whereby each holder of the Note shall thereafter have the right to receive upon the basis and upon the terms and conditions specified herein and in lieu of the Common Shares of the Borrower immediately theretofore receivable upon the conversion of the Note, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding Shares equal to the number of Common Shares immediately theretofore so receivable by such holder had such consolidation, merger, sale, reorganization or reclassification not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of such holder to the end that the provisions hereof (including without limitation provisions for adjustment of the Conversion Price) shall thereafter be applicable, as nearly as may be, in relation to any Common Shares of stock, securities or assets thereafter deliverable upon the exercise of such conversion rights. The Borrower shall not effect any such consolidation, merger, sale, reclassification or reorganization unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Borrower) resulting from such consolidation, merger, reclassification or reorganization or the corporation purchasing such assets shall assume by written instrument executed and mailed or delivered to the Holder, the obligation to deliver to the Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to receive. (g) Upon any adjustment of the Conversion Price, then and in each such case the Borrower shall give written notice thereof, by first class mail, postage prepared, to the Holder, which notice shall state the Conversion Price resulting from such adjustment, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. (h) Upon receipt by the Borrower from the Holder of a facsimile transmission or e-mail (or other reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in this Section 1.5, the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates for the Common Stock issuable upon such conversion within three (3) business days after such receipt (the “Deadline”) (and, solely in the case of conversion of the entire unpaid principal amount hereof, surrender of this Note) in accordance with the terms hereof and the Purchase Agreement. (i) Upon receipt by the Borrower of a Notice of Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of such prepayment that will be applied to each Lender; and (C) any such prepayment of principal accrued and unpaid interest on this Note shall be applied pro rata reduced to each outstanding Loanreflect such conversion, and, unless the Borrower defaults on its obligations under this Article I, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided herein, the Borrower’s obligation to issue and deliver the certificates for Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection with such conversion. The Conversion Date specified in the Notice of Conversion shall be the Conversion Date so long as the Notice of Conversion is received by the Borrower before 6:00 p.m., New York, New York time, on such date. (iij) shall immediately repay all Loans upon Without in any acceleration way limiting the Holder’s right to pursue other remedies, including actual damages and/or equitable relief, the parties agree that if delivery of the maturity Common Stock issuable upon conversion of this Note is not delivered by the Loans Deadline (other than a failure due to the circumstances described in connection with the occurrence of an Event of Default pursuant to Section 7.02 (Action if Bankruptcy) or 7.03 (Action if Other Event of Default) and such repayment 1.3 above, which failure shall be applied pro rata to each outstanding Loan; and (iiigoverned by such Section) the Borrower shall repay Loans pay to the extent required Holder $2,000 per day in cash, for each day beyond the Deadline that the Borrower fails to satisfy deliver such Common Stock. The Borrower agrees that the Overcollateralization Test within right to convert is a valuable right to the time period set forth Holder. The damages resulting from a failure, attempt to frustrate, interference with such conversion right are difficult if not impossible to qualify. Accordingly the parties acknowledge that the liquidated damages provision contained in this Section 7.01(b) (Overcollateralization Default Event) at all times and such repayment shall be applied pro rata to each outstanding Loanare justified.

Principal Payments. (a) The Borrower outstanding unpaid principal amount of all Advances shall repay be payable in full all Loans on the Maturity Date unless payment is sooner required hereunder and such repayment shall be applied pro rata to each outstanding Loanupon [*]. (b) Prior The Company shall have the right to prepay the Maturity Date, the Borrower: (i) may, from time to time on any Business Day, make a voluntary prepayment, outstanding Advances in whole or in partpart from time to time, without premium or penalty, subject to the Company's obligation to pay the Non-Usage Fee pursuant to Section 2.8 hereof. (c) The Company shall be obligated to pay to the Lender, without the necessity of prior demand or notice from the Lender, and the Company authorizes the Lender to charge the Funding Account or any other accounts of the aggregate outstanding principal Company (excluding any monies held by Company in trust for third parties) in Lender's possession for the amount of any Loans made as part outstanding Advance against a specific Mortgage Loan, upon the earliest occurrence of any particular Borrowing; provided thatof the following events: (A1) no such prepayment may be made in a principal amount thereof less than $1,000,000 The expiration of [*] from the date of any Advance for any Mortgage Loan (unless repaid in full) or other than an integral multiple of $1,000 for amounts in excess thereofexcluding Aged Mortgage Loans); (B2) each such voluntary prepayment shall require prior written notice specifying The expiration of [*] from the date the Mortgage Loan was delivered to an Investor for examination and amount purchase, without the purchase being made, or upon rejection of the Mortgage Loan as unsatisfactory by an Investor; (3) The expiration of [*] from the date Mortgage Loan is delivered to the certificating custodian acceptable to the Lender for the issuance of a Mortgage-backed Security; (4) The expiration of [*] Business Days from the date a Wet Settlement Advance was made without receipt of all Collateral Documents relating to such Mortgage Loan, or such Collateral Documents, upon examination by the Lender, are found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment; (5) The expiration of [*] calendar days from the date a Collateral Document in connection with such Mortgage Loan was delivered to the Company for correction or completion, without being returned to the Lender, corrected or completed; (6) The Mortgage Loan is not or ceases to be an Eligible Mortgage Loan; (7) The expiration of [*] Business Days after the date on which the related Purchase Commitment, if any, expires, is terminated or otherwise [*] Confidential Treatment Requested 16 canceled or no longer in full force and effect and the specific Mortgage Loan was not delivered under the Purchase Commitment prior to such termination, expiration or cancellation; (8) Upon sale of the Mortgage Loan. Upon receipt of such prepayment (payment by the Lender, such Mortgage Loans or telephonic notice promptly confirmed in writing) Mortgage-backed Securities shall be considered to have been redeemed from pledge, and the Collateral Documents relating thereto which have not been delivered to the Administrative AgentInvestor or the pool custodian or pool trustee shall be released by the Lender to the Company. (d) With respect to Aged Mortgage Loans, not later than 12:00 p.m. the Company shall be obligated to pay to the Lender (New York timeand the Company authorizes the Lender to charge the Funding Account or any other accounts of the Company [excluding monies held by the Company in trust for third parties] in Lender's possession for the payment thereof) at least two the principal payments in the amounts and on the dates specified below: (1) On the date a Pledged Mortgage becomes an Aged Mortgage Loan, a principal payment in an amount necessary to reduce the outstanding unpaid Advances made against such Aged Mortgage Loan to an amount equal to [*] of the Collateral Value of such Aged Mortgage Loan; (2) Business Days’ prior On the date an Aged Mortgage Loan has been included in the Collateral for [*] (computed from the date such Aged Mortgage Loan was originally pledged to the date Lender), a principal payment in an amount necessary to reduce the outstanding unpaid Advances made against such Aged Mortgage Loan to an amount equal to [*] of the Collateral Value of such prepayment unless otherwise agreed Aged Mortgage Loan; (3) On the date an Aged Mortgage Loan has been included in the Collateral for [*] (computed from the date such Aged Mortgage Loan was originally pledged to by the Administrative Agent. The Administrative Agent shall promptly notify each Lender Lender), a principal payment in an amount necessary to reduce the outstanding unpaid Advances made against such Aged Mortgage Loan to an amount equal to [*] of its receipt the Collateral Value of such notice, and of the amount of such prepayment that will be applied to each Lender; andAged Mortgage Loan; (C4) any On the date an Aged Mortgage Loan has been included in the Collateral for [*] (computed from the date such prepayment of principal shall be applied pro rata Aged Mortgage Loan was originally pledged to each outstanding the Lender), an amount equal to the [*] against such Aged Mortgage Loan. (ii) shall immediately repay all Loans upon any acceleration of the maturity of the Loans in connection with the occurrence of an Event of Default pursuant to Section 7.02 (Action if Bankruptcy) or 7.03 (Action if Other Event of Default) and such repayment shall be applied pro rata to each outstanding Loan; and (iii) shall repay Loans to the extent required to satisfy the Overcollateralization Test within the time period set forth in Section 7.01(b) (Overcollateralization Default Event) at all times and such repayment shall be applied pro rata to each outstanding Loan.

Principal Payments. (a) The Borrower shall repay in full all Loans on the Maturity Date unless payment is sooner required hereunder and such repayment shall be applied pro rata to each outstanding Loan, regardless of whether it is a Tranche A Loan, a Tranche B Loan, a Tranche C Loan or a Loan of any other tranche, except in connection with a voluntary repayment, in which case each repayment shall be made in the order specified in clause (b)(i) below. (b) Prior to the Maturity Date, the Borrower: (i) may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the aggregate outstanding principal amount of any Loans made as part of any particular Borrowing; provided that: (A) no such prepayment may be made which, after giving effect thereto, would result in a the aggregate outstanding principal amount thereof being less than $1,000,000 (unless repaid in full) or other than an integral multiple of $1,000 for amounts in excess thereof; (B) each such voluntary prepayment shall require prior written notice specifying the date and amount of such prepayment (or telephonic notice promptly confirmed in writing) to the Administrative Agent, not later than 12:00 p.m. (New York time) at least two (2) Business Days’ prior to the date of such prepayment unless otherwise agreed to by the Administrative Agentprepayment. The Administrative Agent shall promptly notify each Lender of its receipt of such notice, and of the amount of such prepayment that will be applied to each Lender; and (C) any such prepayment of principal shall be applied pro rata to each (x) first, Tranche C Loans until the principal amount of Tranche C Loans outstanding Loanis zero; (y) second, Tranche B Loans until the principal amount of Tranche B Loans outstanding is zero; and (z) third, Tranche A Loans thereafter. If additional tranches of Loans are established hereunder, they shall be named alphabetically in order of creation and any prepayment pursuant to this (b)(i) shall be made in the inverse order of such tranche’s alphabetical order. (ii) shall immediately repay all Loans upon any acceleration of the maturity of the Loans in connection with the occurrence of an Event of Default pursuant to Section 7.02 (Action if Bankruptcy) or 7.03 (Action if Other Event of Default) and such repayment shall be applied pro rata to each outstanding Loan, regardless of whether it is a Tranche A Loan, a Tranche B Loan, a Tranche C Loan or a Loan of any other tranche; and (iii) shall immediately repay Loans to the extent required to satisfy the Overcollateralization Test within the time period set forth in Section 7.01(b) (Overcollateralization Default Event) at all times and such repayment shall be applied pro rata to each outstanding Loan, regardless of whether it is a Tranche A Loan, a Tranche B Loan, a Tranche C Loan or a Loan of any other tranche.

Principal Payments. (a) The Unless earlier payment is required under this Agreement pursuant to Section 6.1, the Borrower shall repay pay to the Bank the outstanding principal amount of the Term Loan in full all Loans the amount of $20,000,000 on the Maturity Date unless payment is sooner required hereunder Date, when the entire outstanding principal amount of, and such repayment accrued interest on, the Term Loan shall be applied pro rata to each outstanding Loandue and payable. (b) Prior to the Maturity Date, the Borrower: The Borrower may prepay all (ibut not less than all) may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the aggregate outstanding principal amount of the Term Loan, on any Loans made as part of any particular Borrowing; provided that: (A) no Interest Payment Date provided, that the Borrower shall have paid to the Bank, together with such prepayment may be made in a of principal, all accrued interest on the principal amount thereof less than $1,000,000 (unless repaid in full) or other than an integral multiple of $1,000 for amounts in excess thereof; (B) each such voluntary prepayment shall require prior written notice specifying the date and amount of such prepayment (or telephonic notice promptly confirmed in writing) to the Administrative Agent, not later than 12:00 p.m. (New York time) at least two (2) Business Days’ prior prepaid to the date of such prepayment unless otherwise agreed and the amount, if any, of the prepayment indemnity determined pursuant to Section 2.9 to be payable to the Bank. The Borrower shall give the Bank not more than ten, and not less than five, London Banking Days' notice of any proposed prepayment specifying the prepayment date and the person or persons authorized to notify the Bank of acceptance of the terms of prepayment referred to in the next succeeding sentence. The Bank shall provide oral notice to a person so specified by the Administrative Agent. The Administrative Agent shall promptly notify each Lender of its receipt of such notice, and Borrower on the second London Banking Day prior to the proposed prepayment date of the amount amount, if any, of such the prepayment that will be applied to each Lender; and (C) any such prepayment of principal indemnity which shall be applied pro rata to each outstanding Loan. (ii) shall immediately repay all Loans upon any acceleration of the maturity of the Loans paid in connection with such proposed prepayment by the occurrence of an Event of Default Borrower or the Bank, as the case may be, pursuant to Section 7.02 (Action if Bankruptcy) or 7.03 (Action if Other Event 2.9. At the time of Default) and such repayment oral notice, such person shall state whether the Borrower elects to make such proposed prepayment on such terms. If the Borrower so elects to make such prepayment, the notice of prepayment given by the Borrower shall be applied pro rata irrevocable and the entire outstanding principal amount of the Term Loan, together with such accrued interest and any such additional sum payable pursuant to each outstanding Loan; and (iii) Section 2.9, shall repay Loans become due and payable on the specified prepayment date. The Bank may, but shall not be obligated to, provide written confirmation of such election to the extent required Borrower, but any failure of the Bank to satisfy provide such confirmation shall not affect the Overcollateralization Test within obligation of the time period set forth in Section 7.01(b) (Overcollateralization Default Event) at all times and Borrower to make such repayment shall be applied pro rata to each outstanding Loanprepayment on the agreed terms.

Principal Payments. (a) The Unless earlier payment is required under this Agreement, the Borrower shall repay in full all Loans pay to the Banks on the Maturity Facility Termination Date unless payment is sooner required hereunder and such repayment shall be applied pro rata to each the entire outstanding Loanprincipal amount of the Loans. (b) Prior to the Maturity Date, the Borrower: (i) may, The Borrower may at any time and from time to time on any Business Day, make prepay all or a voluntary prepayment, in whole or in part, portion of the aggregate outstanding principal amount Loans without premium or penalty, provided that (i) a Borrower may not prepay any portion of any Loans made Loan as part to which an election for continuation of or conversion to a Fixed Rate Loan is pending pursuant to Section 2.7, (ii) unless earlier payment is required under this Agreement or unless Borrower pays all amounts required pursuant to Section 3.8, any particular Borrowing; provided that: Fixed Rate Loan may only be prepaid on the last day of the then current Interest Period with respect to such Loan, and (Aiii) no such prepayment may shall only be made in a principal amount permitted if the Borrower shall have given notice thereof less on the Business Day of such prepayment with respect to prepayment of Floating Rate Loans and not later than $1,000,000 10:00 a.m. local time one (unless repaid in full1) or other than an integral multiple Eurocurrency Business Day notice thereof with respect to prepayment of $1,000 for amounts in excess thereof; (B) each Eurocurrency Rate Loans, such voluntary prepayment shall require prior written notice specifying the date Loan or portion thereof to be so prepaid and amount of shall have paid to the Banks, together with such prepayment (or telephonic notice promptly confirmed in writing) to the Administrative Agentof principal, not later than 12:00 p.m. (New York time) at least two (2) Business Days’ prior all accrued interest to the date of payment on such prepayment unless otherwise agreed Loan or portion thereof so prepaid and all amounts owing to by the Administrative AgentBanks under Section 3.8 in connection with such prepayment. The Administrative Agent shall promptly notify each Lender of its receipt Upon the giving of such notice, and of the aggregate principal amount of such prepayment that will be applied to each Lender; and (C) any Loan or portion thereof so specified in such prepayment of principal notice, together with such accrued interest and other amounts, shall be applied pro rata to each outstanding Loanbecome due and payable on the specified date. (c) In addition to any other required payment, the Borrower shall cause the Loans and all other unpaid Obligations to be paid with 100% of the Net Cash Proceeds from (i) the issuance of any senior unsecured notes, public bonds or notes or similar debt securities after the date hereof, or the incurrence of any indebtedness for borrowed money (other than loans under the existing Five-Year Credit Agreement but including any refinance or restatement of the Five-Year Credit Agreement) by the Borrower or any of its Subsidiaries in excess of $25,000,000 in aggregate amount after the date hereof (provided that it is acknowledged that 100% of the Net Cash Proceeds of such issuance or incurrence shall be used as a prepayment and not only the amount in excess of $25,000,000), (ii) shall immediately repay all Loans upon the issuance or other sale or transfer of any acceleration Capital Stock of the maturity Borrower or any of its Subsidiaries after the Loans in connection with the occurrence of an Event of Default pursuant to Section 7.02 (Action if Bankruptcy) or 7.03 (Action if Other Event of Default) date hereof, and such repayment shall be applied pro rata to each outstanding Loan; and (iii) shall repay Loans to any sale or other disposition of any assets of the extent required to satisfy Borrower or any of its Subsidiaries after the Overcollateralization Test within date hereof (other than sales of inventory in the time period set forth ordinary course of business and other than any sale or disposition involving Net Cash Proceeds of less than $25,000,000 in Section 7.01(b) (Overcollateralization Default Event) at all times and such repayment shall be applied pro rata to each outstanding Loanany one transaction).

Principal Payments. Principal owing under the 3-Year Notes and 3-Year Loan shall be payable in full on the 3-Year Maturity Date; provided that if, at any time Borrower’s ratio of Total Senior Debt to EBITDA exceeds 1.50 to 1.00 as of the last day of any Fiscal Quarter (“Conversion Date”), (a) The Borrower shall repay in full all Loans the outstanding balance owing under the 3-Year Notes and the 3-Year Loan on the Maturity Conversion Date unless (“Conversion Balance”) shall become due and payable in equal quarterly payments determined by dividing the Conversion Balance by twenty (20), with the first such payment due on the date which is sooner required hereunder thirty (30) days after such Conversion Date and subsequent payments due on each quarterly anniversary of the Conversion Date (“First Conversion Payment Date”), and the last such repayment shall be applied pro rata to each outstanding Loan. (b) Prior to payment due on the 3-Year Maturity Date, requiring a balloon payment on such date. In addition, for the limited purpose of determining Borrower: ’s ability to request, and the obligation of the Syndication Parties to fund, 3-Year Advances on and after the Conversion Date, the Aggregate 3-Year Commitment shall be reduced by the amount of the Conversion Balance (i) mayin addition to any reduction applicable under Section 2.8). In the event that at any time from and after the Conversion Date the outstanding balance of 3-Year Advances (including Committed 3-Year Advance), from time excluding the unpaid amount of the Conversion Balance, plus the face amount of all outstanding Letters of Credit exceeds the Aggregate 3-Year Commitment as so reduced or as further reduced pursuant to time on any Business DaySection 2.8, Borrower shall make a voluntary prepayment, Mandatory Prepayment in whole or in part, of the aggregate outstanding principal amount of any Loans made as part of any particular Borrowing; provided that: (A) no such prepayment may be made in a principal amount thereof less than $1,000,000 (unless repaid in full) or other than an integral multiple of $1,000 for amounts in excess thereof; (B) each such voluntary prepayment shall require prior written notice specifying the date and amount of such prepayment (or telephonic notice promptly confirmed in writing) to the Administrative Agent, not later than 12:00 p.m. (New York time) at least two (2) Business Days’ prior to the date of such prepayment unless otherwise agreed to by the Administrative Agent. The Administrative Agent shall promptly notify each Lender of its receipt of such notice, and of the amount of such prepayment excess on the next Banking Day. In the event that will be applied a 3-Year Advance is made on or subsequent to each Lender; and (C) any such prepayment of principal shall be applied pro rata to each outstanding Loan. (ii) shall immediately repay all Loans upon any acceleration of the maturity of the Loans in connection with the occurrence of an Event of Default 3-Year Maturity Date pursuant to Section 7.02 (Action if Bankruptcy) or 7.03 (Action if Other Event Subsection 3.2.3 hereof on account of Default) and such repayment shall be applied pro rata to each outstanding Loan; and (iii) a draw under an Extended Duration LC, Borrower shall repay Loans to the extent required to satisfy full amount of each such 3-Year Advance on the Overcollateralization Test within the time period set forth Banking Day after such 3-Year Advance is made. Voluntary prepayments may be made only as provided in Section 7.01(b) (Overcollateralization Default Event) at all times 5.5 hereof and such repayment shall Mandatory Prepayments must be applied pro rata to each outstanding Loanmade as provided above in this Section and as provided in Section 5.6 hereof.

Principal Payments. (a) The Borrower From the Closing Date, so long as no Step Down Condition or Event of Default shall repay have occurred and be continuing, all Income in full all Loans on respect of the Maturity Date unless payment is sooner required hereunder and such repayment Purchased Assets constituting Principal Payments received by Servicer shall be applied pro rata to each outstanding Loan. by Account Bank on the first (b1st) Prior to Business Day immediately following the Maturity Date, date such Principal Payment was deposited in the BorrowerRepo Collection Account in the following order of priority: (i) mayfirst, to the extent not paid in full pursuant to clause first of Section 5(c), to remit to (a) Custodian an amount equal to any accrued and unpaid custodial fees and expenses and (b) Account Bank and Servicer an amount equal to the depository fee and any unpaid Qualified Servicing Expenses (to the extent not retained by Servicer), if any, respectively, due and payable on such date; (ii) second, to the extent not paid in full pursuant to clause second of Section 5(c), to remit to Administrative Agent, on behalf of ▇▇▇▇▇▇, an amount equal to the Price Differential which has accrued and is outstanding as of such date in respect of the applicable Purchased Asset for which a Principal Payment was received; (iii) third, to the extent not paid in full pursuant to clause third of Section 5(c), to remit to Administrative Agent, on behalf of Buyers, an amount equal to any unpaid fees, expenses and indemnity amounts due from time Seller under the Program Documents; (iv) fourth, to time on any Business Daythe extent not paid in full pursuant to clause fourth of Section 5(c), to make a voluntary prepaymentpayment to Administrative Agent, in whole or in parton behalf of Buyers, on account of any uncured Purchase Price Margin Deficit; (v) fifth, to remit to Administrative Agent, on behalf of Buyers,, with respect to the applicable Purchased Asset for which a Principal Payment was received, an amount equal to the product of (A) the amount of such Principal Payment multiplied by (B) a percentage equal to the quotient of the aggregate outstanding Purchase Price of such Purchased Asset divided by the outstanding principal amount of any Loans made as part of any particular Borrowing; provided that: (A) no such prepayment may be made in a principal amount thereof less than $1,000,000 (unless repaid in full) or other than an integral multiple of $1,000 for amounts in excess thereof; (B) each such voluntary prepayment shall require prior written notice specifying the date and amount of such prepayment (or telephonic notice promptly confirmed in writing) Purchased Asset, to the Administrative Agent, not later than 12:00 p.m. (New York time) at least two (2) Business Days’ prior to the date of such prepayment unless otherwise agreed to by the Administrative Agent. The Administrative Agent shall promptly notify each Lender of its receipt of such notice, and of the amount of such prepayment that will be applied to each Lenderreduce the outstanding Purchase Price of such Purchased Asset; and (Cvi) any such prepayment of principal shall be applied pro rata sixth, to each outstanding Loanremit to Seller the remainder, if any. (ii) shall immediately repay all Loans upon any acceleration of the maturity of the Loans in connection with the occurrence of an Event of Default pursuant to Section 7.02 (Action if Bankruptcy) or 7.03 (Action if Other Event of Default) and such repayment shall be applied pro rata to each outstanding Loan; and (iii) shall repay Loans to the extent required to satisfy the Overcollateralization Test within the time period set forth in Section 7.01(b) (Overcollateralization Default Event) at all times and such repayment shall be applied pro rata to each outstanding Loan.

Principal Payments. (a) The Borrower Unless earlier payment is required under this Agreement, the Borrowers shall repay in full all Loans pay to the Banks on the Maturity Termination Date unless payment is sooner required hereunder and such repayment the entire outstanding principal amount of the Loans. Such Loans shall be applied pro rata to each outstanding Loanrepaid in the Agreed Currency in which such Loans were originally extended. The Borrowers shall be jointly and severally liable for all such principal amounts as contemplated in Section 8.14. (b) Prior to the Maturity Date, the Borrower: (i) may, The Borrowers may at any time and from time to time prepay all or a portion of the Loans without premium or penalty, provided that (i) a Borrower may not prepay any portion of any Loan as to which an election for continuation of or conversion to a Eurocurrency Rate Loan is pending pursuant to Section 2.7, and (ii) unless earlier payment is required under this Agreement or unless Borrower pays all amounts required pursuant to Section 3.9, any Eurocurrency Rate Loan may only be prepaid on the last day of the then current Interest Period with respect to such Loan and (iii) such prepayment shall only be permitted if a Borrower shall have given not less than one Business Days' notice thereof of such prepayment with respect to prepayment of Floating Rate Loans which shall be in a minimum aggregate amount of $2,000,000 and in integral multiples of $100,000, not less than three Business Days' notice thereof with respect to prepayment of Eurocurrency Rate Loans which shall be in a minimum aggregate amount of $5,000,000 and in integral multiples of $500,000, such notice specifying the Loan or portion thereof to be so prepaid and shall have paid to the Banks, together with such prepayment of principal, all accrued interest to the date of payment on such Loan or portion thereof so prepaid and all amounts owing to the Banks under Section 3.9 in connection with such prepayment. Upon the giving of such notice, the aggregate principal amount of such Loan or portion thereof so specified in such notice, together with such accrued interest and other amounts, shall become due and payable on the specified date. All such principal prepayments and related interest payments shall be made in the Agreed Currency in which the related Loan was originally extended. The Borrowers shall be jointly and severally liable for all such principal and interest amounts as contemplated in Section 8.14. (c) If at any Business Daytime (i) the aggregate outstanding principal amount of the Revolving Credit Advances and Swing Line Loans shall exceed the Aggregate Commitment for any reason other than fluctuations in currency exchange rates or (ii) the aggregate outstanding principal amount of the Revolving Credit Advances to any Borrower shall exceed the sublimit, make a voluntary prepaymentif any, specified for such Borrower on Schedule 1.1, the Borrowers, in whole the case of clause (i) above, or the relevant Borrower, in partthe case of clause (ii) above, shall forthwith pay to the Banks, without demand, an amount not less than the amount of such excess for application to the outstanding principal amount of the Loans. If any such prepayment would be in excess of the outstanding amount of the Loans, the Borrowers or the relevant Borrower, as the case may be, shall make an additional payment in respect of outstanding Letters of Credit in the amount of such excess which is greater than the outstanding Loans. If, after the repayment of all amounts owing in respect of Letters of Credit, which amounts shall equal no less than the aggregate maximum amount then available to be drawn under all of the outstanding Letters of Credit, and the termination and expiration of such Letters of Credit, any portion of the above described payment remains, such remaining payment amount shall be returned to the Borrowers. If at any time the Dollar Amount of the aggregate outstanding principal amount of any the Revolving Credit Advances and Swing Line Loans made as part exceeds (x) 105% of any particular Borrowing; provided that: (A) no such prepayment may be made in a principal amount thereof less than $1,000,000 (unless repaid in full) or other than an integral multiple of $1,000 for amounts in excess thereof; (B) each such voluntary prepayment shall require prior written notice specifying the date and amount of such prepayment (or telephonic notice promptly confirmed in writing) to the Administrative Agent, not later than 12:00 p.m. (New York time) at least two (2) Business Days’ Aggregate Commitment prior to the date of such prepayment unless otherwise agreed to by the Administrative Agent. The Administrative Agent shall promptly notify each Lender of its receipt of such notice, and of the amount of such prepayment that will be applied to each Lender; and (C) any such prepayment of principal shall be applied pro rata to each outstanding Loan. (ii) shall immediately repay all Loans upon any acceleration of the maturity of the Loans in connection with the occurrence of an Event of Default and (y) 100% subsequent to the occurrence of an Event of Default, as a result of fluctuations in currency exchange rates, the Borrowers, for the ratable benefit of the Banks, shall immediately prepay Loans in an aggregate amount such that after giving effect thereto the Dollar Amount of the aforementioned outstanding principal obligations is less than or equal to the Aggregate Commitment; provided, however, that no amount shall be due and payable under Section 3.9 as a result of such prepayment occurring on a day other than the last day of an Interest Period. (d) [Reserved] (e) If, pursuant to Section 7.02 2.7, a Loan, or portion thereof, is continued, such Loan or portion thereof shall be repaid on the last day of the related Interest Period and the Agent shall readvance to the requesting Borrower the same amount as has been so repaid. For purposes of effecting the repayment required by this Section 3.1(e), the Agent shall apply the proceeds of such readvance toward the repayment of such Loan or portion thereof on the last day of the related Interest Period. On the date of each such continuation, if the aggregate principal amount of all Advances, including the Advances being continued, exceeds the Aggregate Commitment, the Borrowers shall prepay the Advances, in such order as determined by the Borrowers, in an amount such that the outstanding principal amount of all Advances does not exceed the Aggregate Commitment as of such date, together with all amounts owing to the Banks under Section 3.9 in connection therewith, if any. (Action if Bankruptcyf) Notwithstanding the foregoing provisions of this Section or 7.03 any other provision of this Agreement, if, after the making of any Advance in any currency other than Dollars, currency control or exchange regulations are imposed in the country which issues such Agreed Currency with the result that different types of such Agreed Currency (Action if Other Event the "New Currency") are introduced and the type of Defaultcurrency in which the Advance was made (the "Original Currency") no longer exists or the Borrowers are not able to make payment to the Agent for the account of the Banks in such Original Currency, then all payments to be made by the Borrowers hereunder in such currency shall be made to the Agent in such amount and such repayment type of the New Currency or Dollars as shall be applied pro rata to each outstanding Loan; and (iii) shall repay Loans equivalent to the extent required amount of such payment otherwise due hereunder in the Original Currency. In addition, notwithstanding the foregoing provisions of this Section, if, after the making of any Advance in any currency other than Dollars, the Borrowers are not able to satisfy make payment to the Overcollateralization Test within Agent for the time period set forth account of the Banks in Section 7.01(bthe type of currency in which such Advance was made because of the imposition of any such currency control or exchange regulation, then such Advance shall instead be repaid when due in Dollars in a principal amount equal to the Dollar Amount (as of the date of repayment) (Overcollateralization Default Event) at all times and of such repayment shall be applied pro rata to each outstanding LoanAdvance.

Principal Payments. (a) The Unless earlier payment is required under this Agreement pursuant to Section 6.1, the Borrower shall repay pay to the Bank the outstanding principal amount of the Term Loan in full all Loans the amount of $25,000,000 on the Maturity Date unless payment is sooner required hereunder Date, when the entire outstanding principal amount of, and such repayment accrued interest on, the Term Loan shall be applied pro rata to each outstanding Loandue and payable. (b) Prior to the Maturity Date, the Borrower: The Borrower may prepay all (ibut not less than all) may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the aggregate outstanding principal amount of the Term Loan, on any Loans made as part of any particular Borrowing; provided that: (A) no Interest Payment Date provided, that the Borrower shall have paid to the Bank, together with such prepayment may be made in a of principal, all accrued interest on the principal amount thereof less than $1,000,000 (unless repaid in full) or other than an integral multiple of $1,000 for amounts in excess thereof; (B) each such voluntary prepayment shall require prior written notice specifying the date and amount of such prepayment (or telephonic notice promptly confirmed in writing) to the Administrative Agent, not later than 12:00 p.m. (New York time) at least two (2) Business Days’ prior prepaid to the date of such prepayment unless otherwise agreed and the amount, if any, of the prepayment indemnity determined pursuant to Section 2.9 to be payable to the Bank. The Borrower shall give the Bank not more than ten, and not less than five, London Banking Days' notice of any proposed prepayment specifying the prepayment date and the person or persons authorized to notify the Bank of acceptance of the terms of prepayment referred to in the next succeeding sentence. The Bank shall provide oral notice to a person so specified by the Administrative Agent. The Administrative Agent shall promptly notify each Lender of its receipt of such notice, and Borrower on the second London Banking Day prior to the proposed prepayment date of the amount amount, if any, of such the prepayment that will be applied to each Lender; and (C) any such prepayment of principal indemnity which shall be applied pro rata to each outstanding Loan. (ii) shall immediately repay all Loans upon any acceleration of the maturity of the Loans paid in connection with such proposed prepayment by the occurrence of an Event of Default Borrower or the Bank, as the case may be, pursuant to Section 7.02 (Action if Bankruptcy) or 7.03 (Action if Other Event 2.9. At the time of Default) and such repayment oral notice, such person shall state whether the Borrower elects to make such proposed prepayment on such terms. If the Borrower so elects to make such prepayment, the notice of prepayment given by the Borrower shall be applied pro rata irrevocable and the entire outstanding principal amount of the Term Loan, together with such accrued interest and any such additional sum payable pursuant to each outstanding Loan; and (iii) Section 2.9, shall repay Loans become due and payable on the specified prepayment date. The Bank may, but shall not be obligated to, provide written confirmation of such election to the extent required Borrower, but any failure of the Bank to satisfy provide such confirmation shall not affect the Overcollateralization Test within obligation of the time period set forth in Section 7.01(b) (Overcollateralization Default Event) at all times and Borrower to make such repayment shall be applied pro rata to each outstanding Loanprepayment on the agreed terms.

Principal Payments. (a) The Borrower From the Closing Date, so long as no Tier One Step Down Condition, Tier Two Step Down Condition or Event of Default shall repay have occurred and be continuing, all Income in full all Loans on respect of the Maturity Date unless payment is sooner required hereunder and such repayment Purchased Assets constituting Principal Payments received by Servicer shall be applied pro rata to each outstanding Loan. by Account Bank on the first (b1st) Prior to Business Day immediately following the Maturity Date, date such Principal Payment was deposited in the BorrowerRepo Collection Account in the following order of priority: (i) mayfirst, to the extent not paid in full pursuant to clause first of Section 5(c), to remit to (a) Custodian an amount equal to any accrued and unpaid custodial fees and expenses and (b) Account Bank and Servicer an amount equal to the depository fee and any unpaid Qualified Servicing Expenses (to the extent not retained by Servicer), if any, respectively, due and payable on such date; (ii) second, to the extent not paid in full pursuant to clause second of Section 5(c), to remit to Buyer an amount equal to the Price Differential which has accrued and is outstanding as of such date in respect of the applicable Purchased Asset for which a Principal Payment was received; (iii) third, to the extent not paid in full pursuant to clause third of Section 5(c), to remit to Buyer an amount equal to any unpaid fees, expenses and indemnity amounts due from time Seller under the Program Documents; (iv) fourth, to time on any Business Daythe extent not paid in full pursuant to clause fourth of Section 5(c), to make a voluntary prepaymentpayment to Buyer on account of any uncured Purchase Price Margin Deficit; (v) fifth, in whole or in partto remit to Buyer, with respect to the applicable Purchased Asset for which a Principal Payment was received, an amount equal to the product of (A) the amount of such Principal Payment multiplied by (B) a percentage equal to the quotient of the aggregate outstanding Purchase Price of such Purchased Asset divided by the outstanding principal amount of any Loans made as part such Purchased Asset, to be applied to reduce the outstanding Purchase Price of any particular Borrowing; provided that: (A) no such prepayment may be made in a principal amount thereof less than $1,000,000 (unless repaid in full) or other than an integral multiple of $1,000 for amounts in excess thereofPurchased Asset; (Bvi) each sixth, at any time a Diversity Threshold Condition has occurred and is continuing, to remit to Buyer the remainder, such voluntary prepayment shall require prior written notice specifying amount to be applied on a pari passu and pro rata basis to reduce the date and amount of such prepayment (or telephonic notice promptly confirmed in writing) to the Administrative Agent, not later than 12:00 p.m. (New York time) at least two (2) Business Days’ prior to the date of such prepayment unless otherwise agreed to by the Administrative Agent. The Administrative Agent shall promptly notify each Lender of its receipt of such notice, and outstanding Purchase Price of the amount Purchased Assets then subject to Transactions as determined by Buyer in its sole and absolute discretion, until the Effective Purchase Price Percentage of such prepayment that will be applied the Purchased Assets then subject to Transactions (calculated on a weighted average basis based upon the outstanding Purchase Price of each Lenderindividual Purchased Asset) is equal to seventy percent (70%); and (Cvii) any such prepayment of principal shall be applied pro rata seventh, to each outstanding Loanremit to Seller the remainder, if any. (ii) shall immediately repay all Loans upon any acceleration of the maturity of the Loans in connection with the occurrence of an Event of Default pursuant to Section 7.02 (Action if Bankruptcy) or 7.03 (Action if Other Event of Default) and such repayment shall be applied pro rata to each outstanding Loan; and (iii) shall repay Loans to the extent required to satisfy the Overcollateralization Test within the time period set forth in Section 7.01(b) (Overcollateralization Default Event) at all times and such repayment shall be applied pro rata to each outstanding Loan.

Principal Payments. (a) The Borrower shall repay in full all Loans on Upon acceleration of the Loan, if the Loan has been accelerated by the Agent (or the Facility has been automatically terminated) upon an Event of Default, or at the Maturity Date unless payment is sooner required hereunder Date, all accrued and unpaid interest, principal and other Obligations due with respect to the Loan shall be due and payable in full, and the principal balance and such repayment other Obligations, but not unpaid interest, shall be applied pro rata continue to each outstanding Loanbear interest at the Default Rate until so paid. (b) Prior The Borrower shall have the right to prepay the Maturity Date, the Borrower: (i) may, from time to time on any Business Day, make a voluntary prepayment, outstanding Advances in whole or in part, from time to time, without premium or penalty, provided that: (i) the Agent shall have actually received from the Borrower prior written Notice of (a) the Borrower’s intent to prepay, (b) the amount of principal which will be prepaid (the “Prepaid Principal”), and (c) the date on which the prepayment will be made; (ii) each prepayment shall be in a minimum amount of $1,000,000 or more (unless the prepayment retires the outstanding balance of a Warehouse Advance with respect to a particular Pledged Asset or the Loan in full); and (iii) each prepayment shall be in the amount of 100% of the aggregate outstanding principal amount of any Loans made as part of any particular Borrowing; provided that: (A) no such prepayment may be made in a principal amount thereof less than $1,000,000 (unless repaid in full) or other than an integral multiple of $1,000 for amounts in excess thereof; (B) each such voluntary prepayment shall require prior written notice specifying the date and amount of such prepayment (or telephonic notice promptly confirmed in writing) to the Administrative AgentPrepaid Principal, not later than 12:00 p.m. (New York time) at least two (2) Business Days’ prior plus accrued unpaid interest thereon to the date of such prepayment, plus any other Obligations relating specifically to the Prepaid Principal or which otherwise have become due and payable to the Agent and Lenders under the Loan Documents on or before the date of prepayment unless otherwise agreed but have not been paid. (c) The Borrower shall be obligated to by pay to the Administrative Agent. The Administrative Agent shall promptly notify each Lender on behalf of its receipt the Lenders, without the necessity of such noticeprior demand or Notice from the Agent or any Lender, and the Borrower authorizes the Agent on behalf of the Lenders to charge the Operating Account or any other accounts of the Borrower in Agent’s possession for the amount of such prepayment that will be applied to each Lender; and (C) any such prepayment outstanding Advance against a specific Pledged Asset upon the earliest occurrence of principal shall be applied pro rata to each outstanding Loan. (ii) shall immediately repay all Loans upon any acceleration of the maturity following events: 1. Upon the earlier to occur of (x) the payment of the Loans in connection Committed Purchase Price from an Investor with respect to any Pledged Asset or (y) that date which is sixty (60) days from the occurrence date of the funding of such Advance; 2. On the date an Event of Default pursuant Advance was made if the Pledged Loan that was to Section 7.02 (Action if Bankruptcy) or 7.03 (Action if Other Event of Default) have been funded by that Advance is not closed and such repayment shall be applied pro rata to each outstanding Loan; andfunded; (iii) shall repay Loans to the extent required to satisfy the Overcollateralization Test within the time period set forth in Section 7.01(b) (Overcollateralization Default Event) at all times and such repayment shall be applied pro rata to each outstanding Loan.3. Three

Principal Payments. (a) The Borrower shall repay in full all Loans on the Maturity Date unless payment is sooner required hereunder and such repayment shall be applied pro rata to each outstanding LoanLoan (based on the Applicable Percentage of each Lender), except in connection with a voluntary repayment, in which case each repayment shall be made in the order specified in clause (b)(i) below. (b) Prior to the Maturity Date, the Borrower: (i) may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the aggregate outstanding principal amount of any Loans made as part of any particular Borrowing; provided that: (A) no such prepayment may be made which, after giving effect thereto, would result in a the aggregate outstanding principal amount thereof being less than $1,000,000 (unless repaid in full) or other than an integral multiple of $1,000 for amounts in excess thereof; (B) each such voluntary prepayment shall require prior written notice specifying the date and amount of such prepayment (or telephonic notice promptly confirmed in writing) to the Administrative Agent, not later than 12:00 p.m. noon (New York time) at least two (2) Business Days’ prior to the date of such prepayment unless otherwise agreed to by the Administrative Agentprepayment. The Administrative Agent shall promptly notify each Lender of its receipt of such notice, and of the amount of such prepayment that will be applied to each Lender; and (C) any such prepayment of principal shall be applied pro rata to each outstanding Loan.Loan (based on the Applicable Percentage of each Lender; provided, that when such application results in the outstanding principal balance of a Loan being reduced to zero, any remaining portion of such prepayment shall be applied pro rata to the other Loans); (ii) shall immediately repay all Loans upon any acceleration of the maturity of the Loans in connection with the occurrence of an Event of Default pursuant to Section 7.02 (Action if Bankruptcy) or 7.03 (Action if Other Event of Default) and such repayment shall be applied pro rata to each outstanding LoanLoan (based on the Applicable Percentage of each Lender; provided, that when such application results in the outstanding principal balance of a Loan being reduced to zero, any remaining portion of such repayment shall be applied pro rata to the other Loans); and (iii) shall shall, not later than the applicable time set forth in Section 7.01(b), repay Loans to the extent required to satisfy the Overcollateralization Test within the time period set forth in Section 7.01(b) (Overcollateralization Default Event) at all times and such repayment shall be applied pro rata to each outstanding LoanLoan (based on the Applicable Percentage of each Lender; provided, that when such application results in the outstanding principal balance of a Loan being reduced to zero, any remaining portion of such repayment shall be applied pro rata to the other Loans).

Principal Payments. The outstanding principal of the Loans shall be ------------------ payable as follows: (a) The Borrower principal of the Term Loan shall repay be payable in monthly installments as follows: Closing through October 31, 1998, 18 commencing November 30, 1997: 12 installments of $83,333.33 through October 31, 2003: 60 installments of $166,666.66 through October 31, 2004: 12 installments of $208,333.33 The Term Loan shall mature and be payable in full all Loans on the Maturity Date unless payment is sooner required hereunder and such repayment shall be applied pro rata to each outstanding LoanOctober 31, 2004. (b) Prior The outstanding principal of the Revolving Loan shall be payable in full on the Revolving Maturity Date. (c) The outstanding principal of each loan under the Purpose Line will be amortized and repayable over a period of seven (7) years from the date of disbursement thereof in substantially equal monthly installments plus interest; provided, that the loan of up to $1,000,000 disbursed on the Closing -------- Date to finance Acquisition closing costs (as contemplated by Section 2.3) shall ----------- mature one year from the Closing Date and shall provide for monthly payments consisting solely of accrued interest until full repayment. (d) Not later than 30 days prior to each date on which Borrower or any of its Subsidiaries is to receive any Net Cash Proceeds (or promptly upon becoming aware that any Net Cash Proceeds are to be received, if less than 30 days prior to the Maturity Dateanticipated date of receipt), Borrower shall deliver to Agent an officer's certificate setting forth in reasonable detail a description of the transaction or event generating such Net Cash Proceeds, and stating the date such transaction or event is expected to occur and the amount of the Net Cash Proceeds expected to be received by Borrower or any of its Subsidiaries in connection therewith. All Net Cash Proceeds received by Borrower and its Subsidiaries in excess of $250,000 in the aggregate in any fiscal year (or, in the case of Net Cash Proceeds derived from the issuance or sale by Borrower of any of its equity interests or any issuance of indebtedness which is subordinate to the Obligations on terms and conditions satisfactory to Agent, 50% of such excess Net Cash Proceeds) shall be paid, immediately upon receipt thereof, to Agent (for the benefit of the Lenders as hereinafter provided) in immediately available funds, together with unpaid interest accrued on such amount to the date of such payment but without prepayment charge or premium, unless prior to ------ the actual receipt by Borrower or the applicable Subsidiary of such Net Cash Proceeds, Agent (at the direction of Lenders holding at least 66 2/3% of the Term Commitment Limit and the Purpose Line Commitment) delivers a written notice to Borrower declining to accept such Net Cash Proceeds. Notwithstanding the foregoing, in the case of any Net Cash Proceeds consisting of insurance proceeds or condemnation awards, Borrower and its Subsidiaries shall have the option (exercisable by written notice to Agent delivered concurrently with the notice required by the first sentence of this subsection (d) (A) to replace the -------------- Property in respect of which such Net Cash Proceeds were received or to purchase other Property to be used in the ordinary course of Borrower:'s or such Subsidiary's business or (B) to repair or restore such Property or other Property used in the ordinary course of Borrower's business; provided, that (1) -------- to the extent that Borrower so elects to restore or repair Property, it shall commence such repairs or restoration promptly upon the receipt of Net Cash Proceeds and shall diligently pursue at all times thereafter such repair or restoration, which shall be completed not more than 180 days following the date of receipt thereof, (2) pending the application of any such Net Cash Proceeds pursuant to clause (A) or (B) of this sentence, any amounts to be so applied shall be retained in the Deposit Account and invested solely in Permitted Investments, and (3) any portion of such Net Cash Proceeds that is not to be so applied shall be paid to Agent in accordance with the second sentence of this subsection (d). All Net Cash Proceeds paid to Agent as herein provided shall be -------------- applied first to repay the outstanding Term Loan, ratably among the Lenders in ----- accordance with their respective portions of the Term Commitment Limit and second to repay the outstanding loans under the Purpose ------ Line, ratably among the Lenders in accordance with their respective portions of the Purpose Line Commitment. (e) Not later than 30 days following the first to occur of (i) maythe delivery of Borrower's audited financial statements pursuant to Section ------- 7.1(B)(1), from time and (ii) the date by which such audited financial statements were --------- required to time be delivered pursuant to Section 7.1(B)(1), Borrower shall tender to ----------------- Agent, for the ratable benefit of the Lenders in accordance with their respective portions of the Term Commitment Limit, prepayment of the Term Loan in an amount equal to 50% of the sum of Borrower's annual Consolidated Net Income plus depreciation and amortization less the current portion of long term debt ---- ---- (which for these purposes will include all scheduled installments of long term debt that would otherwise be treated as "current portions" under GAAP as of the date of determination, regardless of whether any such installments have been prepaid) and Capital Expenditures incurred but not financed during the applicable period, all calculated excluding any accounting items in respect of Net Cash Proceeds received during the most recently ended fiscal year that were applied in accordance with Section 3.3(d). Such prepayment shall be applied -------------- against the remaining installments of the Term Loan on any Business Daya pro-rata basis based upon the number and amounts of such installments. (f) Anything herein to the contrary notwithstanding, make a voluntary prepayment, in whole or in part, of the aggregate outstanding principal amount of the Revolving Loan shall not at any Loans made time exceed the Available Amount as part of any particular Borrowing; provided that: from time to time determined (A) in accordance with the most recently delivered Borrowing Base Certificate), and no such prepayment Advance may be made requested unless after giving effect thereto Borrower is in a compliance with foregoing requirement. In the event that the aggregate outstanding principal amount thereof less than $1,000,000 of the Revolving Loan shall at any time and for any reason (unless repaid including, without limitation, a decrease in full) or other than an integral multiple of $1,000 for amounts in excess thereof; (B) each such voluntary prepayment shall require prior written notice specifying the date and amount of such prepayment (the Borrowing Base) exceed the Available Amount then in effect, Borrower shall, without notice or telephonic notice promptly confirmed in writing) to the Administrative Agentdemand, pay not later than 12:00 p.m. (New York time) at least two (2) the Business Days’ prior to Day after the date of such prepayment unless otherwise agreed to by the Administrative Agent. The Administrative Agent shall promptly notify each Lender of its receipt of such notice, and of excess is determined the amount of such excess to Agent as a prepayment of the principal amount of the Revolving Loan, together with all unpaid interest accrued on the amount of such excess to such date but without prepayment charge or premium. Upon any determination by Borrower that will a prepayment of the Revolving Loan is required pursuant to this Section 3.3(f), Borrower shall immediately notify Agent in -------------- writing of such determination, specifying the amounts of principal and interest required to be applied to each Lender; and (C) any prepaid hereunder and the date on which such prepayment of principal shall be applied pro rata to each outstanding Loanwill occur. (ii) shall immediately repay all Loans upon any acceleration of the maturity of the Loans in connection with the occurrence of an Event of Default pursuant to Section 7.02 (Action if Bankruptcy) or 7.03 (Action if Other Event of Default) and such repayment shall be applied pro rata to each outstanding Loan; and (iii) shall repay Loans to the extent required to satisfy the Overcollateralization Test within the time period set forth in Section 7.01(b) (Overcollateralization Default Event) at all times and such repayment shall be applied pro rata to each outstanding Loan.

Principal Payments. (a) The Borrower Unless earlier payment is required under this Agreement, the Company shall repay in full pay the outstanding principal amount of, and all accrued interest on, the Revolving Credit Loans on the Maturity Date unless payment is sooner required hereunder and such repayment shall be applied pro rata to each outstanding LoanTermination Date. (b) Prior Unless earlier payment is required under the terms of this Agreement, the principal amount of the Term Loan shall be payable in thirty-six monthly installments each in an amount equal to one-thirty-sixth (1/36) of the initial principal amount of the Term Loan, payable the last Business Day of the first full month ending after the Termination Date and on the last Business Day of each month thereafter to and including the Maturity Date, when the Borrowerentire outstanding principal amount of, and all accrued interest on, the Term Loan shall be due and payable. (c) The Company may from time to time prepay all or a portion of the Loans without premium or penalty, provided, however, that (i) the Company shall have given not less than one Business Day's prior written notice thereof to the Agent, (ii) each such prepayment shall be in an integral multiple of $50,000, (iii) the Company may not prepay any portion of any Loan as to which an election for a continuation of or a conversion to any Fixed Rate Loan is pending pursuant to Section 3.4, (iv) unless earlier payment is required under this Agreement, any Fixed Rate Loan may only be prepaid on the last day of the then current Interest Period with respect to such Loan, and (v) all such prepayments on the Term Notes shall be applied to installments of principal thereon in the inverse order of their maturities. (d) On or prior to the 45th consecutive day after the Company receives notice from the Agent that a Borrowing Base Deficiency existed (the "Prepayment Date"), the Company shall: (i) mayif no Private Placement Notes are outstanding on such date, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of prepay the aggregate outstanding principal amount of any Loans made as part of any particular Borrowingoutstanding Advances which exceeds the most recently determined Borrowing Base; provided thator (ii) if the Private Placement Notes are outstanding on such date, prepay outstanding Company Debt in the following manner: (A) no First, only in the event that on the Prepayment Date (1) the difference between (x) the aggregate unpaid principal amount of all Debt then outstanding minus (y) the aggregate unpaid principal amount of all Subordinated Debt then outstanding is greater than $200,000,000 and (2) the aggregate unpaid principal amount of Company Debt outstanding on such prepayment may be made in day exceeds 130% of the Borrowing Base. I. (together with the Clause II Prepayment) a principal amount thereof less than $1,000,000 (unless repaid in full) or other than an integral multiple of $1,000 for amounts in excess thereof; (B) each the Advances outstanding on such voluntary prepayment day which is equal to the amount by which Company Debt outstanding on such day exceeds 115% of the Borrowing Base, multiplied by a fraction, the numerator of which shall require prior written notice specifying be the date and aggregate unpaid principal amount of such prepayment (or telephonic notice promptly confirmed in writing) to the Administrative Agent, not later than 12:00 p.m. (New York time) at least two (2) Business Days’ prior to the date of such prepayment unless otherwise agreed to by the Administrative Agent. The Administrative Agent shall promptly notify each Lender of its receipt of such noticeAdvances, and the denominator of which shall be the aggregate unpaid principal amount of Company Debt, in each case outstanding on such prepayment that will be applied to each Lender; andday (the "Clause I Prepayment"), plus II. (Ctogether with the Clause I Prepayment) any such prepayment of principal shall be applied pro rata to each outstanding Loan. (ii) shall immediately repay all Loans upon any acceleration the holders of the maturity Private Placement Notes a principal amount of the Loans in connection with the occurrence of an Event of Default pursuant to Section 7.02 (Action if Bankruptcy) or 7.03 (Action if Other Event of Default) and such repayment shall be applied pro rata to each Private Placement Notes outstanding Loan; and (iii) shall repay Loans to the extent required to satisfy the Overcollateralization Test within the time period set forth in Section 7.01(b) (Overcollateralization Default Event) at all times and such repayment shall be applied pro rata to each outstanding Loan.on

Principal Payments. (a) The Borrower Subject to and upon compliance with the provisions hereof, the Holder shall repay in full have the right, at the Holder’s option, at any time or from time to time on or after the date hereof and prior to the close of business on December 31, 2012, to convert all Loans on or any part of the Maturity Date unless payment is sooner required hereunder unpaid Principal Amount and such repayment interest accrued under this Note into Common Shares (the “Conversion Shares”), of the Borrower, at the Conversion Price. Upon any conversion of this Note, or any portion hereof, appropriate cash adjustment shall be applied pro rata made for or on account of any interest accrued up to each outstanding Loanthe date of conversion hereon or on such portion, or for or on account of any dividends on any Common Shares issued upon such conversion, subject to the Borrower’s right to pay interest in shares pursuant to Section 1.2 and ▇▇▇▇▇▇’s right to convert such interest as provided in this Section 1.4. (b) Prior In order to exercise the conversion privilege, the Holder shall submit a notice of conversion to the Maturity DateBorrower at the principal executive offices of the Borrower, or, if less than the entire unpaid Principal Amount hereof and interest thereon is to be converted, the Borrower: portion hereof to be converted. Such notice shall also state the name or names (iwith address or addresses) may, from time to time on any Business Day, make a voluntary prepayment, in whole which the certificate or in part, of certificates for Conversion Shares shall be issued. After the aggregate outstanding principal amount of any Loans made as part of any particular Borrowing; provided that: (A) no such prepayment may be made in a principal amount thereof less than $1,000,000 (unless repaid in full) or other than an integral multiple of $1,000 for amounts in excess thereof; (B) each such voluntary prepayment shall require prior written notice specifying the date and amount of such prepayment (or telephonic notice promptly confirmed in writing) to the Administrative Agent, not later than 12:00 p.m. (New York time) at least two (2) Business Days’ prior to the date of such prepayment unless otherwise agreed to by the Administrative Agent. The Administrative Agent shall promptly notify each Lender of its receipt of such notice, the Borrower shall issue and shall deliver at said offices to the Holder, or on his written order, a certificate or certificates for the number of full Conversion Shares issuable (or portion hereof) and provision shall be made for any fraction of a Share as provided in subsection (c) hereof. Such conversion shall be deemed to have been effected immediately prior to the close of business on the date on which such notice shall have been received by the Borrower and conversion shall be at the Conversion Price in effect at such time on such date, and at such time the rights of the Holder as such Holder shall cease, in the event that the full Principal Amount and all interest thereon are converted, and the person or persons in whose name or names any certificate or certificates for Conversion Shares shall be deemed to have become the holder or holders of record of the Conversion Shares represented thereby. Upon conversion of only a part of the unpaid Principal Amount, the Borrower shall execute and deliver to or on the order of the Holder at said offices, at the expense of the Borrower if requested by ▇▇▇▇▇▇, a new Note in the principal amount equal to the unconverted portion of such unpaid Principal Amount and interest, which new Note shall be dated and bear interest from the date to which interest shall have been paid on such unconverted portion. (c) No fractional Shares or scrip or warrants shall be issued upon conversion of the Note. If more than $1,000 principal amount of the Note shall be surrendered for conversion at any one time by the same Holder, the number of full Conversion Shares shall be computed on the basis of the aggregate unpaid principal amount of the Note (or portion thereof) so surrendered. Instead of any fractional Conversion Share which would otherwise be issuable upon conversion of the Note (or portion thereof), the Borrower shall pay a cash adjustment in respect of such fractional Conversion Share in an amount equal to the same fraction of the then current fair value of a Share, as reasonably determined by the Borrower. (d) The number of Common Shares outstanding at any given time shall not include Shares owned or held by or for the account of the Borrower, but the disposition of any such Shares shall be considered an issue or sale of Common Shares. (e) In case the Borrower shall at any time subdivide its outstanding Common Shares into a greater number of Common Shares, the Conversion Price in effect immediately prior to such subdivision shall be proportionately reduced, and conversely, in case the outstanding Common Shares of the Borrower shall be combined into a smaller number of Common Shares, the Conversion Price in effect immediately prior to such combination shall be proportionately increased. (f) If any consolidation or merger of the Borrower with or into another corporation, or the sale of all or substantially all its assets to another corporation shall be effected, or in case of any capital reorganization or reclassification of the capital stock of the corporation, then, as a condition of such consolidation, merger or sale, reorganization or reclassification, lawful and adequate provision shall be made whereby each holder of the Note shall thereafter have the right to receive upon the basis and upon the terms and conditions specified herein and in lieu of the Common Shares of the Borrower immediately theretofore receivable upon the conversion of the Note, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding Shares equal to the number of Common Shares immediately theretofore so receivable by such holder had such consolidation, merger, sale, reorganization or reclassification not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of such holder to the end that the provisions hereof (including without limitation provisions for adjustment of the Conversion Price) shall thereafter be applicable, as nearly as may be, in relation to any Common Shares of stock, securities or assets thereafter deliverable upon the exercise of such conversion rights. The Borrower shall not effect any such consolidation, merger, sale, reclassification or reorganization unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Borrower) resulting from such consolidation, merger, reclassification or reorganization or the corporation purchasing such assets shall assume by written instrument executed and mailed or delivered to the Holder, the obligation to deliver to the Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to receive. (g) Upon any adjustment of the Conversion Price, then and in each such case the Borrower shall give written notice thereof, by first class mail, postage prepared, to the Holder, which notice shall state the Conversion Price resulting from such adjustment, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. (h) Upon receipt by the Borrower from the Holder of a facsimile transmission or e-mail (or other reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in this Section 1.4, the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates for the Common Stock issuable upon such conversion within three (3) business days after such receipt (the “Deadline”) (and, solely in the case of conversion of the entire unpaid principal amount hereof, surrender of this Note) in accordance with the terms hereof and the Purchase Agreement. ( i ) Upon receipt by the Borrower of a Notice of Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Note shall be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations under this Article I, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided herein, the Borrower’s obligation to issue and deliver the certificates for Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection with such conversion. The Conversion Date specified in the Notice of Conversion shall be the Conversion Date so long as the Notice of Conversion is received by the Borrower before 6:00 p.m., New York, New York time, on such date. (j) Without in any way limiting the Holder’s right to pursue other remedies, including actual damages and/or equitable relief, the parties agree that if delivery of the Common Stock issuable upon conversion of this Note is not delivered by the Deadline (other than a failure due to the circumstances described in Section 1.3 above, which failure shall be governed by such Section) the Borrower shall pay to the Holder $2,000 per day in cash, for each day beyond the Deadline that the Borrower fails to deliver such Common Stock. The Borrower agrees that the right to convert is a valuable right to the Holder. The damages resulting from a failure, attempt to frustrate, interference with such conversion right are difficult if not impossible to qualify. Accordingly the parties acknowledge that the liquidated damages provision contained in this Section are justified. (k) If the Borrower shall declare or make any distribution of its assets (or rights to acquire its assets) to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the Borrower’s shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off)) (a “Distribution”), then the Holder of this Note shall be entitled, upon any conversion of this Note after the date of record for determining shareholders entitled to such Distribution, to receive the amount of such prepayment that will be applied to each Lender; and (C) any such prepayment of principal shall be applied pro rata to each outstanding Loan. (ii) shall immediately repay all Loans upon any acceleration of the maturity of the Loans in connection with the occurrence of an Event of Default pursuant to Section 7.02 (Action if Bankruptcy) or 7.03 (Action if Other Event of Default) and such repayment shall be applied pro rata to each outstanding Loan; and (iii) shall repay Loans assets which would have been payable to the extent required Holder with respect to satisfy the Overcollateralization Test within shares of Common Stock issuable upon such conversion had such Holder been the time period set forth in Section 7.01(b) (Overcollateralization Default Event) at all times and holder of such repayment shall be applied pro rata shares of Common Stock on the record date for the determination of shareholders entitled to each outstanding Loan.such Distribution

Principal Payments. (a) The Borrower Subject to and upon compliance with the provisions hereof, the Holder shall repay in full have the right, at the Holder’s option, at any time or from time to time on or after the date hereof and prior to the close of business on December 31, 2012, to convert all Loans on or any part of the Maturity Date unless payment is sooner required hereunder unpaid Principal Amount and such repayment interest accrued under this Note into Common Shares (the “Conversion Shares”), of the Borrower, at the Conversion Price. Upon any conversion of this Note, or any portion hereof, appropriate cash adjustment shall be applied pro rata made for or on account of any interest accrued up to each outstanding Loanthe date of conversion hereon or on such portion, or for or on account of any dividends on any Common Shares issued upon such conversion, subject to the Borrower’s right to pay interest in shares pursuant to Section 1.2 and ▇▇▇▇▇▇’s right to convert such interest as provided in this Section 1.4. (b) Prior In order to exercise the conversion privilege, the Holder shall submit a notice of conversion to the Maturity DateBorrower at the principal executive offices of the Borrower, or, if less than the entire unpaid Principal Amount hereof and interest thereon is to be converted, the Borrower: portion hereof to be converted. Such notice shall also state the name or names (iwith address or addresses) may, from time to time on any Business Day, make a voluntary prepayment, in whole which the certificate or in part, of certificates for Conversion Shares shall be issued. After the aggregate outstanding principal amount of any Loans made as part of any particular Borrowing; provided that: (A) no such prepayment may be made in a principal amount thereof less than $1,000,000 (unless repaid in full) or other than an integral multiple of $1,000 for amounts in excess thereof; (B) each such voluntary prepayment shall require prior written notice specifying the date and amount of such prepayment (or telephonic notice promptly confirmed in writing) to the Administrative Agent, not later than 12:00 p.m. (New York time) at least two (2) Business Days’ prior to the date of such prepayment unless otherwise agreed to by the Administrative Agent. The Administrative Agent shall promptly notify each Lender of its receipt of such notice, the Borrower shall issue and shall deliver at said offices to the Holder, or on his written order, a certificate or certificates for the number of full Conversion Shares issuable (or portion hereof) and provision shall be made for any fraction of a Share as provided in subsection (c) hereof. Such conversion shall be deemed to have been effected immediately prior to the close of business on the date on which such notice shall have been received by the Borrower and conversion shall be at the Conversion Price in effect at such time on such date, and at such time the rights of the Holder as such Holder shall cease, in the event that the full Principal Amount and all interest thereon are converted, and the person or persons in whose name or names any certificate or certificates for Conversion Shares shall be deemed to have become the holder or holders of record of the Conversion Shares represented thereby. Upon conversion of only a part of the unpaid Principal ▇▇▇▇▇▇, the Borrower shall execute and deliver to or on the order of the ▇▇▇▇▇▇ at said offices, at the expense of the Borrower if requested by ▇▇▇▇▇▇, a new Note in the principal amount equal to the unconverted portion of such unpaid Principal Amount and interest, which new Note shall be dated and bear interest from the date to which interest shall have been paid on such unconverted portion. (c) No fractional Shares or scrip or warrants shall be issued upon conversion of the Note. If more than $1,000 principal amount of the Note shall be surrendered for conversion at any one time by the same Holder, the number of full Conversion Shares shall be computed on the basis of the aggregate unpaid principal amount of the Note (or portion thereof) so surrendered. Instead of any fractional Conversion Share which would otherwise be issuable upon conversion of the Note (or portion thereof), the Borrower shall pay a cash adjustment in respect of such fractional Conversion Share in an amount equal to the same fraction of the then current fair value of a Share, as reasonably determined by the Borrower. (d) The number of Common Shares outstanding at any given time shall not include Shares owned or held by or for the account of the Borrower, but the disposition of any such Shares shall be considered an issue or sale of Common Shares. (e) In case the Borrower shall at any time subdivide its outstanding Common Shares into a greater number of Common Shares, the Conversion Price in effect immediately prior to such subdivision shall be proportionately reduced, and conversely, in case the outstanding Common Shares of the Borrower shall be combined into a smaller number of Common Shares, the Conversion Price in effect immediately prior to such combination shall be proportionately increased. (f) If any consolidation or merger of the Borrower with or into another corporation, or the sale of all or substantially all its assets to another corporation shall be effected, or in case of any capital reorganization or reclassification of the capital stock of the corporation, then, as a condition of such consolidation, merger or sale, reorganization or reclassification, lawful and adequate provision shall be made whereby each holder of the Note shall thereafter have the right to receive upon the basis and upon the terms and conditions specified herein and in lieu of the Common Shares of the Borrower immediately theretofore receivable upon the conversion of the Note, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding Shares equal to the number of Common Shares immediately theretofore so receivable by such holder had such consolidation, merger, sale, reorganization or reclassification not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of such holder to the end that the provisions hereof (including without limitation provisions for adjustment of the Conversion Price) shall thereafter be applicable, as nearly as may be, in relation to any Common Shares of stock, securities or assets thereafter deliverable upon the exercise of such conversion rights. The Borrower shall not affect any such consolidation, merger, sale, reclassification or reorganization unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Borrower) resulting from such consolidation, merger, reclassification or reorganization or the corporation purchasing such assets shall assume by written instrument executed and mailed or delivered to the Holder, the obligation to deliver to the Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to receive. (g) Upon any adjustment of the Conversion Price, then and in each such case the Borrower shall give written notice thereof, by first class mail, postage prepared, to the Holder, which notice shall state the Conversion Price resulting from such adjustment, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. (h) Upon receipt by the Borrower from the Holder of a facsimile transmission or e-mail (or other reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in this Section 1.4, the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates for the Common Stock issuable upon such conversion within three (3) business days after such receipt (the “Deadline”) (and, solely in the case of conversion of the entire unpaid principal amount hereof, surrender of this Note) in accordance with the terms hereof and the Purchase Agreement. ( i ) Upon receipt by the Borrower of a Notice of Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Note shall be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations under this Article I, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided herein, the Borrower’s obligation to issue and deliver the certificates for Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection with such conversion. The Conversion Date specified in the Notice of Conversion shall be the Conversion Date so long as the Notice of Conversion is received by the Borrower before 6:00 p.m., New York, New York time, on such date. (j) Without in any way limiting the Holder’s right to pursue other remedies, including actual damages and/or equitable relief, the parties agree that if delivery of the Common Stock issuable upon conversion of this Note is not delivered by the Deadline (other than a failure due to the circumstances described in Section 1.3 above, which failure shall be governed by such Section) the Borrower shall pay to the Holder $2,000 per day in cash, for each day beyond the Deadline that the Borrower fails to deliver such Common Stock. The Borrower agrees that the right to convert is a valuable right to the Holder. The damages resulting from a failure, attempt to frustrate, interference with such conversion right are difficult if not impossible to qualify. Accordingly the parties acknowledge that the liquidated damages provision contained in this Section are justified. (k) If the Borrower shall declare or make any distribution of its assets (or rights to acquire its assets) to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the Borrower’s shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off)) (a “Distribution”), then the Holder of this Note shall be entitled, upon any conversion of this Note after the date of record for determining shareholders entitled to such Distribution, to receive the amount of such prepayment that will be applied to each Lender; and (C) any such prepayment of principal shall be applied pro rata to each outstanding Loan. (ii) shall immediately repay all Loans upon any acceleration of the maturity of the Loans in connection with the occurrence of an Event of Default pursuant to Section 7.02 (Action if Bankruptcy) or 7.03 (Action if Other Event of Default) and such repayment shall be applied pro rata to each outstanding Loan; and (iii) shall repay Loans assets which would have been payable to the extent required Holder with respect to satisfy the Overcollateralization Test within shares of Common Stock issuable upon such conversion had such Holder been the time period set forth in Section 7.01(b) (Overcollateralization Default Event) at all times and holder of such repayment shall be applied pro rata shares of Common Stock on the record date for the determination of shareholders entitled to each outstanding Loan.such Distribution

Principal Payments. Principal of the Restructured Loan shall be due and payable as follows: (a) The Borrower shall repay in full all Loans on On the Maturity Date unless payment is sooner required hereunder and such repayment Effective Date, an amount equal to the Cadiz Payment shall be applied pro rata credited to each outstanding payment of the principal of the Restructured Loan, and the initial principal amount of the Restructured Loan shall be reduced by such amount. (b) Prior On each Principal Payment Date, Borrower shall pay to Lender an amount equal to (i) if such Principal Payment Date occurs on or before March 31, 1999, one and two thirds percent (1 2/3%) of the Adjusted Original Amount; (ii) if such Principal Payment Date occurs at any time after March 31, 1999 but prior to the Maturity Date, two and one half percent (2 1/2%) of the Borrower:Adjusted Original Amount; and (iii) if such Principal Payment Date is the Maturity Date, the remaining unpaid principal balance of the Restructured Loan. The Adjusted Original Amount shall not be reduced on account of the installment of principal due on the Effective Date. (c) In addition to the other payments of principal provided for herein, on the fifth Business Day of each year, commencing with the fifth Business Day of January, 1997, Borrower shall pay to Lender an amount equal to Excess Cash, determined as of the immediately preceding December 31, to be applied to the payment of the principal of the Restructured Loan as follows: (i) may, from time 50% to time on any Business Day, make a voluntary prepaymentthe installments of principal due under Section 2.4.1(b), in whole or the order of their maturity, and (ii) 50% to the installments of principal due under Section 2.4.1(b), in partthe inverse order of their maturity, together with a certificate of the aggregate outstanding principal Chief Executive Officer and Chief Financial Officer of Borrower setting forth in reasonable detail the computations pursuant to which the amount of any Loans made as part Excess Cash was calculated. (d) In addition to the other payments of principal provided for herein, in the event of any particular Borrowing; provided that: sale of the Blythe Ranch, Borrower shall pay to Lender an amount equal to the net proceeds to Borrower of such sale, less any amount due and payable to Zenith in respect of the Zenith Note in accordance with the Zenith Intercreditor Agreement, in any such case to be applied: (i) if Blythe Ranch is sold on or before the third anniversary of the Effective Date, then (A) no such prepayment may be made 50% to the payment of the installments of principal due under Section 2.4.1(b), in a principal amount thereof less than $1,000,000 (unless repaid in full) or other than an integral multiple the order of $1,000 for amounts in excess thereof; their maturity, and (B) each such voluntary prepayment shall require prior written notice specifying the date and amount of such prepayment (or telephonic notice promptly confirmed in writing) 50% to the Administrative Agentpayment of the installments of principal due under Section 2.4.1(b), not later than 12:00 p.m. in the inverse order of their maturity; and (New York timeii) at least two (2) Business Days’ prior in any other case, to the date of such prepayment unless otherwise agreed to by the Administrative Agent. The Administrative Agent shall promptly notify each Lender of its receipt of such notice, and payment of the amount of such prepayment that will be applied to each Lender; and (C) any such prepayment installments of principal shall be applied pro rata to each outstanding Loandue under Section 2.4.1(b) in the inverse order of their maturity. (iie) Any payment made by Cadiz to Lender under the Cadiz Agreement in respect of ▇▇▇▇ ▇▇▇▇▇▇▇'▇ failure to receive, on or before the third anniversary of the Effective Date, principal payments aggregating at least $30,000,000 in Asset Sales Proceeds from the sale of Pre Identified Assets (including at least $5,000,000 in Asset Sales Proceeds from the sale of Tier B Pre Identified Assets) shall immediately repay all Loans upon any acceleration be credited towards payment of the maturity installments of principal due under Section 2.4.1(b) in the Loans in connection with the occurrence inverse order of an Event of Default pursuant to Section 7.02 (Action if Bankruptcy) or 7.03 (Action if Other Event of Default) and such repayment shall be applied pro rata to each outstanding Loan; and (iii) shall repay Loans to the extent required to satisfy the Overcollateralization Test within the time period set forth in Section 7.01(b) (Overcollateralization Default Event) at all times and such repayment shall be applied pro rata to each outstanding Loantheir maturity.

Principal Payments. The outstanding principal of the Loans shall be payable as follows: (a) The Borrower remaining outstanding principal balance of Term Loan A shall repay be payable on the first Business Day of each month commencing April 1, 1999 in installments as follows: from Closing Date through November 29, 2003: 56 installments of $127,186.93 from November 30, 2003 through October 31, 2004: 12 installments of $158,983.67 Term Loan A shall mature and be payable in full all Loans on the Maturity Date unless payment is sooner required hereunder and such repayment shall be applied pro rata to each outstanding LoanOctober 31, 2004. (b) Prior The outstanding principal of the Revolving Loan shall be payable in full on the Revolving Maturity Date. (c) The principal of Term Loan B shall be payable in forty eight (48) monthly installments of Two Hundred Fifty Thousand Dollars ($250,000) each commencing on April 1, 1999 and on the last Business Day of each month thereafter until March 1, 2003, when Term Loan B shall mature and be payable in full. (d) Not later than 30 days prior to each date on which Borrower or any of its Subsidiaries is to receive any Net Cash Proceeds (or promptly upon becoming aware that any Net Cash Proceeds are to be received, if less than 30 days prior to the Maturity Dateanticipated date of receipt), Borrower shall deliver to Agent an officer's certificate setting forth in reasonable detail a description of the Borrower: transaction or event generating such Net Cash Proceeds, and stating the date such transaction or event is expected to occur and the amount of the Net Cash Proceeds expected to be received by Borrower or any of its Subsidiaries in connection therewith. All Net Cash Proceeds received by Borrower and its Subsidiaries in excess of $250,000 in the aggregate in any fiscal year (i) may, from time to time on any Business Day, make a voluntary prepaymentor, in whole the case of Net Cash Proceeds derived from the issuance or in partsale by Borrower of any of its equity interests or any issuance of 33 indebtedness which is subordinate to the Obligations on terms and conditions satisfactory to Agent, 50% of such excess Net Cash Proceeds) shall be paid, immediately upon receipt thereof, to Agent (for the benefit of the aggregate outstanding principal Lenders as hereinafter provided) in immediately available funds, together with unpaid interest accrued on such amount of any Loans made as part of any particular Borrowing; provided that: (A) no such prepayment may be made in a principal amount thereof less than $1,000,000 (unless repaid in full) or other than an integral multiple of $1,000 for amounts in excess thereof; (B) each such voluntary prepayment shall require prior written notice specifying the date and amount of such prepayment (or telephonic notice promptly confirmed in writing) to the Administrative Agent, not later than 12:00 p.m. (New York time) at least two (2) Business Days’ prior to the date of such payment but without prepayment charge or premium, unless otherwise agreed prior to the actual receipt by Borrower or the applicable Subsidiary of such Net Cash Proceeds, Agent (at the direction of Required Lenders) delivers a written notice to Borrower declining to accept such Net Cash Proceeds. Notwithstanding the foregoing, in the case of any Net Cash Proceeds consisting of insurance proceeds or condemnation awards, Borrower and its Subsidiaries shall have the option (exercisable by written notice to Agent delivered concurrently with the notice required by the Administrative Agent. The Administrative Agent first sentence of this subsection (d) (A) to replace the Property in respect of which such Net Cash Proceeds were received or to purchase other Property to be used in the ordinary course of Borrower's or such Subsidiary's business or (B) to repair or restore such Property or other Property used in the ordinary course of Borrower's business; provided, that (1) to the extent that Borrower so elects to restore or repair Property, it shall commence such repairs or restoration promptly notify each Lender of its upon the receipt of Net Cash Proceeds and shall diligently pursue at all times thereafter such noticerepair or restoration, which shall be completed not more than 180 days following the date of receipt thereof, (2) pending the application of any such Net Cash Proceeds pursuant to clause (A) or (B) of this sentence, any amounts to be so applied shall be retained in the Deposit Account and invested solely in Permitted Investments, and of the amount (3) any portion of such prepayment Net Cash Proceeds that will is not to be so applied shall be paid to each Lender; and Agent in accordance with the second sentence of this subsection (C) any such prepayment of principal d). All Net Cash Proceeds paid to Agent as herein provided shall be applied pro rata first to each repay the indebtedness outstanding Loanunder Term Loan A, ratably among the Lenders in accordance with their respective Percentages and second to repay the indebtedness outstanding under Term Loan B, ratably among the Lenders in accordance with their respective Percentage. (i) Not later than 30 days following the first to occur of (A) the delivery of Borrower's audited financial statements for the fiscal year ending August 31, 1999 pursuant to Section 7.1(b), and (B) the date by which such audited financial statements are required to be delivered pursuant to Section 7.1(b), Borrower shall tender to Agent, for the ratable benefit of the Lenders in accordance with their respective Percentages, a prepayment in an amount equal to the greater of (x) 50% of Excess Cash Flow or (y) $1,500,000. (ii) On a semi-annual basis commencing with the fiscal year ending August 31, 2000, Borrower shall immediately repay all Loans upon any acceleration tender to Agent, for the ratable benefit of the maturity Lenders in accordance with their respective Percentages, a prepayment in an amount equal to 50% of Excess Cash Flow on the Loans in connection with date which is not later than 30 days following the occurrence first to occur of an Event of Default pursuant to Section 7.02 (Action if Bankruptcyx) or 7.03 (Action if Other Event of Default) and such repayment shall be applied pro rata to each outstanding Loan; and (iii) shall repay Loans to the extent required to satisfy the Overcollateralization Test within the time period set forth in Section 7.01(b) (Overcollateralization Default Event) at all times and such repayment shall be applied pro rata to each outstanding Loan.delivery

Principal Payments. (a) The Borrower outstanding principal amount of all Warehousing Advances shall repay be payable in full all Loans on the Warehousing Maturity Date unless payment is sooner required hereunder and such repayment shall be applied pro rata to each outstanding LoanDate. (b) Prior to The outstanding principal amount of the Term Loan Advances as of the Term Loan Commitment Termination Date shall be payable in forty-eight (48) equal monthly installments, due on the first day of each month beginning on the first day of April, 1996. The remaining principal balance of the Term Loan Advances shall be payable on the Term Loan Maturity Date, the Borrower:. (ic) may, from time The outstanding principal amount of all Working Capital Advances shall be payable in full on the Working Capital Maturity Date. (d) The Company shall have the right to time on any Business Day, make a voluntary prepayment, prepay the outstanding Advances in whole or in part, from time to time, without premium or penalty; provided, that no voluntary prepayment of the aggregate outstanding principal amount of any Loans made as part of any particular Borrowing; provided that: (A) no such prepayment Warehousing Advances may be made in a principal an amount thereof less than Five Hundred Thousand Dollars ($1,000,000 500,000). (unless repaid in fulle) All payments of outstanding Warehousing Advances from the proceeds of the sale or other than an integral multiple disposition of $1,000 for amounts in excess thereof;Pledged Mortgages and Pledged Securities shall be paid directly by the Investor to the Cash Collateral Account to be applied against the Obligations. (Bf) each such voluntary prepayment The Company shall require be obligated to pay to the Lender, without the necessity of prior written demand or notice specifying from the Lender, and the Company authorizes the Lender to cause the Funding Bank to charge the Company's account for, the amount of any outstanding Advance against a specific Pledged Mortgage, upon the earliest occurrence of any of the following events: (1) One hundred twenty (120) days elapse from the date and amount of the initial Warehousing Advance made by the Lender against such prepayment (Pledged Mortgage, whether or telephonic notice promptly confirmed not such Pledged Mortgage is included in writing) to the Administrative Agent, not later than 12:00 p.m. (New York time) at least two an Eligible Mortgage Pool. (2) Business Days’ prior to Forty-five (45) days elapse from the date of such prepayment unless otherwise agreed the Pledged Mortgage was delivered to by an Investor for examination and purchase, without the Administrative Agent. The Administrative Agent shall promptly notify each Lender of its receipt of such noticepurchase being made, and or upon rejection of the amount of such prepayment that will be applied to each Lender; and (C) any such prepayment of principal shall be applied pro rata to each outstanding LoanPledged Mortgage as unsatisfactory by an Investor. (ii3) shall immediately repay One (1) Business Day elapses from the date a wet Settlement Advance was made and the Pledged Mortgage which was to have been funded by such Wet Settlement Advance is not closed and funded. (4) Seven (7) Business Days elapse from the date a Wet Settlement Advance was made without receipt by the Lender of all Loans Collateral Documents relating to such Pledged Mortgage, or such Collateral Documents, upon any acceleration of examination by the maturity of the Loans Lender, are found not to be in connection compliance with the occurrence requirements of an Event of Default pursuant to Section 7.02 (Action if Bankruptcy) this Agreement or 7.03 (Action if Other Event of Default) and such repayment shall be applied pro rata to each outstanding Loan; and (iii) shall repay Loans to the extent required to satisfy the Overcollateralization Test within the time period set forth in Section 7.01(b) (Overcollateralization Default Event) at all times and such repayment shall be applied pro rata to each outstanding Loanrelated Purchase Commitment.

Principal Payments. (a) The Borrower shall repay make payment in full of the unpaid principal amount of all Loans on at the Maturity Date unless payment is sooner required hereunder and such repayment shall be applied pro rata to each outstanding Loan. (b) Prior to the Final Maturity Date. Prior thereto, the Borrower: (ia) may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the then outstanding principal amount of Loans; PROVIDED, HOWEVER, that: (i) the Borrower shall give the Agent not less than three (3) Business Days' prior written notice (counting the date on which such notice is given) of any such voluntary prepayment, which notice, once given, shall be irrevocable; and (ii) all such partial voluntary prepayments shall be in an aggregate principal amount which is (x) in the case of any such prepayment of Tranche A Loans, in a minimum amount of U.S.$5,000,000 and (y) in the case of any such prepayment of either type of Loans, in an integral multiple of U.S.$1,000,000; (b) shall, (i) on each of the first five (5) Principal Payment Dates, make a mandatory repayment of the Tranche A Loans in a principal amount of U.S.$750,000 and (ii) on each Principal Payment Date occurring thereafter and prior to the Final Maturity Date, make a mandatory repayment of the Tranche A Loans in a principal amount of U.S.$1,930,000; (c) shall, on each Calculation Date (commencing with the first such date to occur on or after the first Principal Payment Date) make a mandatory repayment of the Tranche A Loans outstanding on such date in a principal amount equal to seventy five percent (75%) of the amount of (i) the dividends paid by Morila Holdings during the three (3) month period ending on such Calculation Date in respect of the shares of capital stock of Morila Holdings owned, directly or indirectly, by the Borrower, less (ii) U.S.$6,000,000; (d) shall make a mandatory repayment of the Loans in the amounts, and at the times, required pursuant to the provisions of Clause 7.2.8(d); and (e) shall, promptly upon the receipt of the proceeds of the issue of any share capital (however denominated) of the Borrower, make a mandatory repayment of the Loans in a principal amount equal to the lesser of: (i) an amount which is equal to the greater of: (A) twenty five percent (25%) of the Dollar equivalent (calculated by reference to the Agent's spot rate of exchange for the relevant currency) of such net proceeds; and (B) U.S.$7,000,000; and (ii) the proceeds of any such issue. Any amount in respect of any Loans repaid under clause (d) or (e) shall be applied in the first place against the Tranche A Loans and thereafter against the Tranche B Loans. Any amount in respect of any Tranche A Loans repaid under clause (c), (d) or (e) shall be applied against subsequent repayments of Tranche A Loans required to be made pursuant to clause (b) in the inverse order of maturity thereof. Each repayment or prepayment of the principal amount of any Loans made as part pursuant to this Clause shall be without premium or payment of any particular Borrowing; provided that: (A) no such prepayment other additional amount, except as may be made in a required pursuant to Clause 4.3. Any repayment or prepayment of the principal amount thereof less than $1,000,000 (unless repaid in full) or other than an integral multiple of $1,000 for amounts in excess thereof; (B) each such voluntary prepayment any Loans shall require prior written notice specifying the date and amount of such prepayment (or telephonic notice promptly confirmed in writing) to the Administrative Agent, not later than 12:00 p.m. (New York time) at least two (2) Business Days’ prior to include accrued interest on the date of such repayment or prepayment unless otherwise agreed to by on the Administrative Agentprincipal amount being prepaid. The Administrative Agent shall promptly notify each Lender of its receipt of such notice, and of the principal amount of such prepayment that will any Tranche A Loans repaid or prepaid may not be applied to each Lender; and (C) re-borrowed. The principal amount of any such prepayment of principal shall be applied pro rata to each outstanding Loan. (ii) shall immediately repay all Tranche B Loans upon any acceleration of the maturity of the Loans in connection with the occurrence of an Event of Default pursuant to Section 7.02 (Action if Bankruptcy) repaid or 7.03 (Action if Other Event of Default) and such repayment shall be applied pro rata to each outstanding Loan; and (iii) shall repay Loans prepaid may, subject to the extent required to satisfy the Overcollateralization Test within the time period set forth in Section 7.01(b) (Overcollateralization Default Event) at all times terms and such repayment shall conditions of this Agreement, be applied pro rata to each outstanding Loanre-borrowed.

Principal Payments. (a) The Borrower Commencing on the last Business Day of December, 2015 and the last Business Day of each calendar quarter thereafter, Borrowers shall repay make a repayment of principal of the Loan in an amount equal to One Million Two Hundred Thousand Dollars ($1,200,000) (each an “Amortization Payment”); provided, however, that the amount of any Amortization Payment required pursuant to this Section 1.8(a) to be paid from or after the date that any Unit Net Sales Proceeds, or any other sums relating to the release of Collateral, are paid to Administrative Agent for application as a prepayment of the outstanding principal balance of the Loan shall be reduced by an amount equal the product of (i) the amount of such Amortization Payment otherwise due hereunder (including any prior reduction pursuant to this proviso) multiplied by (ii) a fraction the numerator of which is the amount of said Unit Net Sales Proceeds or such other sum applied to the outstanding principal balance of the Loan and the denominator of which is $190,000,000. Any such repayments shall be made together with the payment of all amounts that become due as a result of any such repayment pursuant to the Loan Documents. Other than reduced as aforesaid, no Amortization Payment shall be otherwise reduced notwithstanding any repayments or prepayments of principal of the Loan made by Borrowers or otherwise other than any prepayment in full all Loans on or which reduces the Maturity Date unless payment is sooner required hereunder and such repayment outstanding principal amount of the Loan to an amount less than the Amortization Payment, in which case only the outstanding principal amount of the Loan shall be applied pro rata to each outstanding Loandue. (b) Prior Borrowers shall prepay the principal balance of the Loan as, when and to the Maturity Dateextent required or permitted pursuant to Section 2.32(d), Section 2.32(e), Section 1.17.1(f) or (h), Section 1.17.2(f) or (g), Section 1.18 or Section 7.3 or Section 2.1(e) of the Borrower:Mortgage. No Prepayment Fee shall be due in connection with any prepayment made pursuant to this Section 1.8(b). (ic) mayExcept as required in Section 1.8(b) or permitted in Sections 7.3, 7.7 or 7.8, Borrowers may not prepay the principal balance of the Loan, in full or in part, prior to March 13, 2014. After March 13, 2014, Borrowers may prepay the principal balance of the Loan, in full at any time or in part from time to time provided that: (a) Administrative Agent shall have received from Borrowers at least ten (10) Business Days prior written notice (which shall be revocable until the date that is the fourth (4th) Business Day preceding the prepayment date set forth in Borrowers’ notice; provided, however, that any notice given in connection with a proposed repayment in full of the principal balance of the Loan from the proceeds of a refinancing loan or in part in connection with the sale of Residential Units, Presidential Suite 2601 or Time Share Floors shall be revocable at any time) of Borrowers’ intent to prepay, the amount of principal which will be prepaid (the “Prepaid Principal”), and the date on any Business Daywhich the prepayment will be made; (b) each prepayment shall be in the amount of at least $500,000 or larger integral multiples of $500,000 (unless the prepayment retires the outstanding balance of the Loan in full or the prepayment is made pursuant to Sections 7.3, make a voluntary 7.7 or 7.8); (c) each prepayment shall be in the amount of one hundred percent (100%) of the Prepaid Principal, plus accrued unpaid interest thereon to the date of prepayment, plus any other sums which have become due to Administrative Agent and Lenders under the Loan Documents on or before the date of prepayment but have not been paid; (d) unless the prepayment is made pursuant to Sections 7.3, 7.7 or 7.8), if the date of prepayment occurs during the period commencing on March 14, 2014 and ending on the Initial Maturity Date, concurrently with such prepayment, Borrowers shall pay to Administrative Agent a prepayment fee (the “Prepayment Fee”) in whole or in part, an amount equal to one-half of one percent (0.50%) of the aggregate outstanding principal Prepaid Principal; (e) concurrently with such prepayment, Borrowers shall cause a reduction in the notional amount of any Loans made as part Interest Rate Protection Agreement that is a swap agreement, and deliver proof thereof to Administrative Agent; (f) if Administrative Agent or any affiliate thereof is the Counterparty to such Interest Rate Protection Agreement, concurrently with such prepayment, Borrowers shall pay to Administrative Agent or any affiliate thereof all sums payable to it on account of any particular Borrowingsuch reduction; provided that: (Ag) if the Loan bears interest at the LIBOR Rate, no such prepayment may be made except on the last day of the Interest Period then in a principal amount thereof less than $1,000,000 (effect, unless repaid in full) or other than an integral multiple of $1,000 for amounts in excess thereof; (B) each such voluntary prepayment shall require the prior written notice specifying consent of Administrative Agent is obtained which consent, if given, shall provide, without limitation, the date manner and amount order in which the prepayment is to be applied to the Indebtedness; and (h) Borrowers shall pay any Consequential Loss as a result of such prepayment (or telephonic notice promptly confirmed in writing) to the Administrative Agent, not later than 12:00 p.m. (New York time) at least two (2) Business Days’ prior to the date of such prepayment unless otherwise agreed to by the Administrative Agent. The Administrative Agent shall promptly notify each Lender of its receipt of such notice, and of the amount of such prepayment that will be applied to each Lender; and (C) any such prepayment of principal shall be applied pro rata to each outstanding Loanaccordance with Section 1.9 below. (ii) shall immediately repay all Loans upon any acceleration of the maturity of the Loans in connection with the occurrence of an Event of Default pursuant to Section 7.02 (Action if Bankruptcy) or 7.03 (Action if Other Event of Default) and such repayment shall be applied pro rata to each outstanding Loan; and (iii) shall repay Loans to the extent required to satisfy the Overcollateralization Test within the time period set forth in Section 7.01(b) (Overcollateralization Default Event) at all times and such repayment shall be applied pro rata to each outstanding Loan.

Principal Payments. (a) The Borrower shall repay in full all Loans on the Maturity Date unless payment is sooner required hereunder and such repayment shall be applied pro rata to each outstanding Loan. (b) Prior to the Maturity Date, the Borrower: (i) may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the aggregate outstanding The principal amount of any Loans made this Note shall be payable by Maker in installments of the following amounts and on June 30, 2016 (the “Maturity Date”) as part of any particular Borrowing; provided thatfollows: (A) no on the date on which each of CBTC and CBTC PA makes a payment in redemption of a portion of the Maker’s interest in such prepayment may Subject LLC following the exercise of the first Purchase Option, the Option Purchase Price shall be made in a principal reduced by an amount thereof less than equal to $1,000,000 (unless repaid in full) or other than an integral multiple [___] of $1,000 for amounts in excess thereofeach such redemption payment; (B) on the date on which each of CBTC and CBTC PA makes a payment in redemption of a portion of the Maker’s interest in such Subject LLC following the exercise of the second Purchase Option, the Option Purchase Price shall be reduced by an amount equal to $[___] of each such voluntary prepayment shall require prior written notice specifying the date and amount of such prepayment (or telephonic notice promptly confirmed in writing) to the Administrative Agent, not later than 12:00 p.m. (New York time) at least two (2) Business Days’ prior to the date of such prepayment unless otherwise agreed to by the Administrative Agent. The Administrative Agent shall promptly notify each Lender of its receipt of such notice, and of the amount of such prepayment that will be applied to each Lenderredemption payment; and (C) any on the date on which each of CBTC and CBTC PA makes a payment in redemption of a portion of the Maker’s interest in such prepayment Subject LLC following the exercise of principal the third Purchase Option, the Option Purchase Price shall be applied pro rata reduced by an amount equal to each outstanding Loanthe remaining unpaid principal balance. (ii) shall All payments of principal hereunder to Holder may be made, at Maker’s election, in immediately repay all Loans upon any acceleration of available funds by wire transfer to the maturity of bank account set forth on Attachment III hereto or such other account as may be designated in writing by Holder at least three (3) Business Days prior to the Loans in connection with the occurrence of an Event of Default pursuant to Section 7.02 (Action if Bankruptcy) or 7.03 (Action if Other Event of Default) and date on which such repayment shall be applied pro rata to each outstanding Loan; andpayment is due. (iii) shall repay Loans Following completion of the Roll-up and subject to the extent required approval of Holder, the Maker may elect to satisfy repay the Overcollateralization Test within entire outstanding principal amount of this Note plus accrued and unpaid interest in kind by the time period set forth assignment, transfer and conveyance of (A) a [__]% equity interest held by Maker in Section 7.01(bCBTC and (B) (Overcollateralization Default Event) at all times and such repayment shall be applied pro rata a [__]% equity interest held by Maker in CBTC PA to each outstanding LoanHolder.

Principal Payments. (a) The Borrower shall repay in full all Loans on the Maturity Date unless payment is sooner required hereunder and such repayment shall be applied pro rata to each outstanding Loan. (b) Prior to the Maturity Date, the Borrower: (i) may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the aggregate outstanding principal amount of any Loans made as part of any particular Borrowing; provided that: (A) no such prepayment may be made which, after giving effect thereto, would result in a the aggregate outstanding principal amount thereof being less than (1) if in Dollars, $1,000,000 (unless repaid in full) or other than an integral multiple of $1,000 for amounts in excess thereof or (2) if in an Alternate Currency, the Dollar Equivalent of $1,000,000 (unless repaid in full) or other than an integral multiple of 1,000 units of such currency for amounts in excess thereof; (B) each such voluntary prepayment shall require prior written notice specifying the date and amount of such prepayment (or telephonic notice promptly confirmed in writing) to the Administrative Agent, not later than 12:00 3:00 p.m. (New York time) at least two one (21) Business Days’ Day in the case of Dollar Loans, and three (3) Business Days in the case of Alternate Currency Loans, prior to the date of such prepayment unless otherwise agreed to by the Administrative Agentprepayment. The Administrative Agent shall promptly notify each Lender of its receipt of such notice, and of the amount of such prepayment that will be applied to each Lender; and (C) any such prepayment of principal shall be applied pro rata to each outstanding Loan. (ii) shall immediately repay all Loans upon any acceleration of the maturity of the Loans in connection with the occurrence of an Event of Default pursuant to Section 7.02 (Action if Bankruptcy) or 7.03 (Action if Other Event of Default) and such repayment shall be applied pro rata to each outstanding Loan; and; (iii) shall immediately repay Loans to the extent required to satisfy the Overcollateralization Test within the time period set forth in Section 7.01(b) (Overcollateralization Default Event) at all times and such repayment shall be applied pro rata to each outstanding Loan; and (iv) shall immediately prepay the Loans upon demand of the Administrative Agent (acting on the instructions of the Required Lenders) if, on any Calculation Date by reason of fluctuations in Exchange Rates, the Dollar Equivalent of the then aggregate outstanding principal amount of the Loans exceeds one hundred and five percent (105%) of the Aggregate Commitments, but only to the extent required to eliminate any such excess.

Principal Payments. The outstanding principal amount of the Loans shall be payable as follows: (a) The Borrower Loans may, at any time and from time to time, voluntarily be paid or prepaid in whole or in part without premium or penalty, except that with respect to any voluntary prepayment under this Section, (i) any partial prepayment shall repay be not less than $1,000,000 and in full all Loans an integral multiple of $500,000, (ii) the Administrative Agent shall have received written notice of any prepayment by 9:00 a.m. Nevada time on the Maturity Date unless payment is sooner required hereunder Business Day prior to the date of prepayment (which must be a Business Day) in the case of a Base Rate Loan, and, in the case of a LIBOR Loan, three Business Days before the date of prepayment (which must be a Business Day), which notice shall identify the date and such repayment amount of the prepayment and the Loan(s) being prepaid, (iii) each prepayment of principal on any LIBOR Loan shall be applied pro rata accompanied by payment of interest accrued to each outstanding the date of payment on the amount of principal paid, (iv) any payment or prepayment of all or any part of any LIBOR Loan on a day other than the last day of the applicable Interest Period shall be subject to Section 3.9(e) and (v) upon any partial prepayment of a LIBOR Loan that reduces the principal amount of such Loan below $2,000,000, the remaining portion thereof shall automatically convert to a Base Rate Loan. (b) Prior to the Maturity DateIf not sooner paid, the Borroweroutstanding principal amount of the Loans shall be payable as follows: (i) mayto the extent that, on any date when Construction Loans are made, there are any outstanding Revolving Loans or Swing Line Loans, the proceeds of such Construction Loans shall be used to reduce the outstanding principal balance of the Revolving Loans and Swing Line Loans to zero (but without reducing the Revolving Commitment); (ii) the amount, if any, by which the Revolving Outstandings at any time exceed the then applicable Revolving Commitment (including as it may be reduced from time to time on any Business Daypursuant to Section 2.5), make a voluntary prepayment, shall in whole or in part, of each case be payable immediately. (iii) Borrower shall repay the aggregate outstanding principal amount of the Construction Loans and the Converted Term Loans on each Amortization Date in the amount set forth below opposite the relevant Amortization Date, with each such payment being applied ratably to the principal amount of the Construction Loans and Converted Term Loans then outstanding: June 30, 2009, September 30, 2009 and December 31, 2009 $ 1,000,000 March 31, 2010 through and including December 31, 2010 $ 3,750,000 March 31, 2011 and each subsequent Amortization Date thereafter $ 5,000,000 and (iv) the principal Indebtedness under the Loans shall in any event be payable on the Maturity Date. (c) The Loans made as part of any particular Borrowing; provided thatshall be subject to mandatory prepayment in an amount equal to: (i) 100% of all Net Proceeds from Asset Sales (other than Asset Sales permitted by Section 6.1) except to the extent that such Net Proceeds are applied to purchase Replacement Assets during the 360 day period following receipt thereof. To the extent that such Net Proceeds are not applied to the purchase of Replacement Assets during such period then, at the end of such period Borrower shall prepay the Loans in the manner set forth below; and (ii) 100% of the proceeds from any casualty insurance, condemnation, eminent domain or similar takings, provided that, if no Default or Event of Default has then occurred and remains continuing or would result therefrom (A) no to the extent that Borrower has previously received Designated Bridge Equity Contributions in respect of the casualty giving rise to such prepayment proceeds, Borrower may instead distribute the amount of such proceeds to Holding or the Members in an amount not to exceed the related Designated Bridge Equity Contributions, (B) if not used in accordance with clause (A) and the Completion Date has not yet occurred, such proceeds shall be made deposited into the Operating Account (but shall not be considered Cash Equity) and shall thereafter be available for the payment of Project Costs, and (C) if not used in accordance with clause (A) and the Completion Date has occurred, then: (1) Borrower may retain for its own account any such net proceeds which are in an aggregate amount not in excess of $25,000,000 to the extent that Borrower and its Restricted Subsidiaries apply such net proceeds to replace, repair or restore the property damaged, destroyed or taken to which such net proceeds relate or to the extent applied to the purchase or construction of Replacement Assets of a principal similar character during the Reinvestment Period; and (2) if the amount thereof of such net proceeds are in excess of $25,000,000, but less than $1,000,000 100,000,000, then such proceeds shall be remitted to the Administrative Agent to be held as cash collateral for the Obligations, and may be remitted to Borrower to replace, repair or restore the property damaged, destroyed or taken to which such net proceeds relate or for the purchase or construction of Replacement Assets during the Reinvestment Period if the Administrative Agent determines that such net proceeds are adequate (unless repaid in fullwhen taken with any equity contributions agreed to by Holding or the Members and any other cash resources reasonably available to Borrower) to so repair, replace or other than an integral multiple of $1,000 for amounts in excess thereofconstruct Replacement Assets serving the same or a similar function; (Biii) In respect of each such voluntary prepayment shall require prior written notice specifying Fiscal Year commencing with the date and amount of such prepayment (or telephonic notice promptly confirmed in writing) to the Administrative AgentFiscal Year ending December 31, 2009, not later than 12:00 p.m. March 31 of the immediately following year, Borrower shall prepay the Loans in an amount equal to the Applicable Percentage of Excess Cash Flow for such Fiscal Year. Each prepayment under clause (New York timec) at least two above shall be applied to the prepayment of (2and permanent reduction of the Commitments) the Obligations in the following manner: first, ratably to the principal amount of the Construction Loans and the Converted Term Loans outstanding on the date of such prepayment; and second, to the outstanding principal balance of the Revolving Loans and to Cash Collateralize Letters of Credit (provided that such prepayment shall not automatically and permanently reduce the Revolving Commitment unless an Event of Default has occurred and is continuing). (d) Each mandatory prepayment of the Construction Loans and the Converted Term Loans shall be applied ratably to remaining installments due thereunder. (e) Each optional prepayment of the Construction Loans or the Converted Term Loans shall be applied to installments in the manner specified by Borrower within ten Business Days’ prior to Days of the date of such prepayment unless otherwise agreed (or, in the absence of a timely specification, ratably to by the Administrative Agent. The Administrative Agent shall promptly notify each Lender of its receipt of such notice, and all remaining installments of the amount of such prepayment that will be applied to each Lender; and (C) any such prepayment of principal shall be applied pro rata to each outstanding Loanrelevant Loans). (ii) shall immediately repay all Loans upon any acceleration of the maturity of the Loans in connection with the occurrence of an Event of Default pursuant to Section 7.02 (Action if Bankruptcy) or 7.03 (Action if Other Event of Default) and such repayment shall be applied pro rata to each outstanding Loan; and (iii) shall repay Loans to the extent required to satisfy the Overcollateralization Test within the time period set forth in Section 7.01(b) (Overcollateralization Default Event) at all times and such repayment shall be applied pro rata to each outstanding Loan.

Principal Payments. The outstanding principal of the Loans shall be ------------------ payable as follows: (a) The Borrower principal of the Term Loan shall repay be payable in full all Loans equal monthly installments of $500,000 each, payable on the Maturity Date unless payment is sooner required hereunder last Business Day of each month, and such repayment the entire unpaid principal balance of the Term Loan shall be applied pro rata to each outstanding Loandue and payable on September 30, 2001. (b) Prior to The outstanding principal of the Revolving Loan shall be payable in full on the Revolving Maturity Date, . (c) The outstanding principal of the Borrower: Purpose Loan shall be payable in full upon the first to occur of (i) mayJanuary 5, from time 2000 and (ii) 10 days following the close of escrow for the sale by Borrower of the real property located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ as acquired by Borrower in connection with the Acquisition. (d) Not later than 30 days prior to time each date on which Borrower or any Business Dayof its Subsidiaries is to receive any Net Cash Proceeds which would cause the aggregate amount of Net Cash Proceeds received by Borrower and its Subsidiaries during the current fiscal quarter to equal or exceed $250,000 (or promptly upon becoming aware that any Net Cash Proceeds are to be received, make if less than 30 days prior to the anticipated date of receipt), Borrower shall deliver to Agent an officer's certificate setting forth in reasonable detail a voluntary prepaymentdescription of the transaction or event generating such Net Cash Proceeds, and stating the date such transaction or event is expected to occur and the amount of the Net Cash Proceeds expected to be received by Borrower or any of its Subsidiaries in connection therewith. Unless within 30 days after receipt of such notice, Agent (at the direction of the Required Lenders) shall deliver a written notice to Borrower declining to accept such Net Cash Proceeds, concurrently with the receipt by Borrower or any of its Subsidiaries of such Net Cash Proceeds, the entire amount of such Net Cash Proceeds shall be paid to Agent (for the benefit of the Lenders) in immediately available funds, together with unpaid interest accrued on such amount to the date of such payment but without prepayment charge or premium (it being understood that in the absence of an Event of Default Borrower shall only be required to offer Net Cash Proceeds to the repayment of the Obligations to the extent that they exceed $250,000 in any fiscal quarter or $1,000,000 in any fiscal year). Notwithstanding the foregoing, in whole the case of any such receipt of insurance proceeds or condemnation award, Borrower shall have the option to apply all or any portion of such amount, (A) within 30 days following the date of receipt thereof (the "Receipt Date") to replace the ------------ Property in partrespect of which such sums were received or to purchase other Property to be used in the ordinary course of Borrower's business or (B) to repair or restore such Property or other Property used in the ordinary course of Borrower's business; provided, that (1) to the extent that Borrower so elects to -------- restore or repair Property, it shall commence such repairs or restoration promptly upon the receipt of insurance proceeds (and in no event later than 30 days after the Receipt Date) and shall diligently pursue at all times thereafter such repair or restoration, which shall be completed not more than 60 days following the Receipt Date, (2) pending the application of any such insurance proceeds or condemnation award pursuant to clause (A) or (B) of this sentence, any amounts to be so applied shall be retained and invested solely in Permitted Investments, and (3) any portion of such insurance proceeds or condemnation award that is not to be so applied shall be paid to Agent in accordance with the second sentence of this subsection (d). -------------- (e) Anything herein to the contrary notwithstanding, the aggregate outstanding principal amount of the Revolving Loan shall not at any Loans made time exceed the Available Amount as part of any particular Borrowing; provided that: from time to time determined (A) in accordance with the most recently delivered Borrowing Base Certificate), and no such prepayment Advance may be made requested unless after giving effect thereto Borrower is in a compliance with foregoing requirement. In the event that the aggregate outstanding principal amount thereof less than $1,000,000 of the Revolving Loan shall at any time and for any reason (unless repaid including, without limitation, a decrease in full) or other than an integral multiple of $1,000 for amounts in excess thereof; (B) each such voluntary prepayment shall require prior written notice specifying the date and amount of such prepayment (the Borrowing Base) exceed the Available Amount then in effect, Borrower shall, without notice or telephonic notice promptly confirmed in writing) to the Administrative Agentdemand, pay not later than 12:00 p.m. (New York time) at least two (2) the Business Days’ prior to Day after the date of such prepayment unless otherwise agreed to by the Administrative Agent. The Administrative Agent shall promptly notify each Lender of its receipt of such notice, and of excess is determined the amount of such excess to Agent as a prepayment of the principal amount of the Revolving Loan, together with all unpaid interest accrued on the amount of such excess to such date but without prepayment charge or premium. Upon any determination by Borrower that will a prepayment of the Revolving Loan is required pursuant to this Section 3.3(e), Borrower shall immediately notify Agent in -------------- writing of such determination, specifying the amounts of principal and interest required to be applied to each Lender; and (C) any prepaid hereunder and the date on which such prepayment of principal shall be applied pro rata to each outstanding Loanwill occur. (ii) shall immediately repay all Loans upon any acceleration of the maturity of the Loans in connection with the occurrence of an Event of Default pursuant to Section 7.02 (Action if Bankruptcy) or 7.03 (Action if Other Event of Default) and such repayment shall be applied pro rata to each outstanding Loan; and (iii) shall repay Loans to the extent required to satisfy the Overcollateralization Test within the time period set forth in Section 7.01(b) (Overcollateralization Default Event) at all times and such repayment shall be applied pro rata to each outstanding Loan.

Principal Payments. (a) The Borrower Unless earlier payment is required under this Agreement, the Borrowers shall repay in full all Loans pay to the Banks on the Maturity Termination Date unless payment is sooner required hereunder and such repayment shall be applied pro rata to each the entire outstanding Loanprincipal amount of the Revolving Credit Loans. (b) Prior Unless earlier payment is required under this Agreement, the Borrowers shall, on the maturity date of any Bid-Option Loan, pay to the Maturity Bank of such Bid-Option Loan the outstanding principal amount of such Loan. (c) Unless earlier payment is required under this Agreement or under any Alternate Currency Addendum, the Borrowers shall pay to the applicable Alternate Currency Banks on the Termination Date, the Borrower:entire outstanding principal amount of the Alternate Currency Loans. (id) may, The Borrowers may at any time and from time to time on any Business Day, make prepay all or a voluntary prepayment, in whole or in part, portion of the aggregate outstanding principal amount Loans without premium or penalty, provided that (i) a Borrower may not prepay any portion of any Loans made Loan as part to which an election for continuation of or conversion to a Fixed Rate Revolving Credit Loan is pending pursuant to Section 2.9, (ii) unless earlier payment is required under this Agreement or unless Borrower pays all amounts required pursuant to Section 3.8, any Fixed Rate Revolving Credit Loan or Bid-Option Loan may only be prepaid on the last day of the then current Interest Period with respect to such Loan, (iii) any prepayment of any particular Borrowing; provided that: Alternate Currency Loan shall be subject to the provisions of the applicable Alternate Currency Addendum, and (Aiv) no such prepayment may shall only be made in a principal amount permitted if the Treasury Manager shall have given notice thereof less on the Business Day of such prepayment with respect to prepayment of Floating Rate Loans and not later than $1,000,000 10:00 a.m. local time three (unless repaid in full3) or other than an integral multiple Eurocurrency Business Days notice thereof with respect to prepayment of $1,000 for amounts in excess thereof; (B) each Eurocurrency Rate Loans, such voluntary prepayment shall require prior written notice specifying the date Loan or portion thereof to be so prepaid and amount of shall have paid to the Banks, together with such prepayment (or telephonic notice promptly confirmed in writing) to the Administrative Agentof principal, not later than 12:00 p.m. (New York time) at least two (2) Business Days’ prior all accrued interest to the date of payment on such prepayment unless otherwise agreed Loan or portion thereof so prepaid and all amounts owing to by the Administrative AgentBanks under Section 3.8 in connection with such prepayment. The Administrative Agent shall promptly notify each Lender of its receipt Upon the giving of such notice, and of the aggregate principal amount of such prepayment that will be applied to each Lender; and (C) any Loan or portion thereof so specified in such prepayment of principal notice, together with such accrued interest and other amounts, shall be applied pro rata to each outstanding Loanbecome due and payable on the specified date. (e) In addition to all other payments required hereunder, as of the last Business Day of each month and as of the date each Advance is made or continued or converted hereunder, if the Dollar Equivalent of all Advances exceeds the aggregate amount of the Commitments, the Borrowers shall prepay the Advances, in such order as determined by the Borrowers, in an amount such that the Dollar Equivalent of all Advances does not exceed the aggregate amount of the Commitments as of such date, together with all amounts owing to the applicable Banks under Section 3.8 or the applicable Alternate Currency Addendum in connection therewith, if any. (f) In addition to all other payments required hereunder, as of the last Business Day of each month and as of the date each Advance is made or continued or converted hereunder, if the Dollar Equivalent of all Advances in Alternate Currencies exceeds the least of (i) $100,000,000, (ii) shall immediately repay all Loans upon any acceleration the aggregate amount of the maturity of the Loans in connection with the occurrence of an Event of Default pursuant to Section 7.02 (Action if Bankruptcy) Alternate Currency Commitments or 7.03 (Action if Other Event of Default) and such repayment shall be applied pro rata to each outstanding Loan; and (iii) the aggregate amount that would be permitted by the proviso to Section 2.1(a), the Borrowers shall repay Loans prepay the Advances in such order as determined by the Borrowers, in an amount such that the Dollar Equivalent of all Advances in Alternate Currencies does not exceed such amount as of such date, together with all amounts owing to the extent applicable Banks under Section 3.8 or the applicable Alternate Currency Addendum in connection therewith, if any. (g) In addition to all other payments required hereunder, as of the last Business Day of each month and as of the date each Advance under any Alternate Currency Addendum is made or continued or converted hereunder, if the Dollar Equivalent of all Advances pursuant to satisfy such Alternate Currency Addendum exceeds the Overcollateralization Test within aggregate Alternate Currency Commitments pursuant to such Alternate Currency Addendum, the time period set forth Borrowers shall prepay such Alternate Currency Advances, in such order as determined by Borrowers, in an amount such that the Dollar Equivalent of such Alternate Currency Advances does not exceed the amount specified in the applicable Alternate Currency Addendum as of such date, together with all amounts owing to the applicable Banks under Section 7.01(b3.8 or the applicable Alternate Currency Addendum in connection therewith, if any. (h) (Overcollateralization Default Event) at all times and such repayment Notwithstanding anything in this Agreement or any Loan Document to the contrary, none of the Borrowing Subsidiaries shall be applied pro rata to each outstanding Loanliable for any of the Bank Obligations of any other borrower. A Borrowing Subsidiary shall be liable only for Advances and related interest and fees requested by such Borrowing Subsidiary and directly advanced to, or issued for the direct benefit of, such Borrowing Subsidiary.

Principal Payments. (a) The Borrower Unless earlier payment is required under this Agreement, the Company shall repay pay to the Revolving Credit Lenders on the Termination Date the entire outstanding principal amount of the Revolving Credit Loans outstanding to it. If the Revolving Credit Advances at any time exceed the amount allowed pursuant to Section 2.1(d), the Company shall prepay the Revolving Credit Advances by an amount equal to or greater than such excess. (b) Unless earlier payment is required under this Agreement, the Company shall pay to the Term Loan Lenders the principal of the Term Loan in full all Loans 30 consecutive quarterly installments payable on the last Business Day of each March, June, September and December, commencing with the last Business Day of June, 1997, as follows: (i) twenty six quarterly principal installments of $75,000 each for the first twenty six quarterly payments and (ii) four principal installments of $3,262,500 each for the next four quarterly installments, and on the Maturity Date unless payment is sooner the Term Loan shall be paid in full. (c) In addition to all other payments of the Loans required hereunder hereunder, the Company shall prepay the Loan by an amount equal to 100% of all of the Net Cash Proceeds from any sale or other disposition of any assets (other than the sale of inventory in the ordinary course of business upon customary credit terms, sales of scrap or obsolete material or equipment which are not material in the aggregate and transfers of assets, including without limitation Capital Stock, between Guarantors or between the Company and Guarantors) in excess of $1,000,000 in aggregate amount in any fiscal year (other than such repayment Net Cash Proceeds which are used within 180 days of the date received to replace the asset so sold or otherwise disposed of to acquire an asset of comparable value) which payments shall be due 20 days after the end of each month for all such sales and other dispositions during such month. The Company shall provide a certificate to the Agent (d) In addition to all other payments of the Loans required hereunder, subject to Section 3.1(f) the Company shall prepay the Loans by an amount equal to 75% of all Net Cash Proceeds of any Subordinated Debt incurred at any time, excluding the Subordinated Debt incurred on the Effective Date pursuant to the Senior Subordinated Debt Documents. Such mandatory prepayments shall be applied pro rata between the Term Loan and the Revolving Credit Advances, and shall be applied to each outstanding Loan. (b) Prior to the Maturity Date, the Borrower: (i) may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, installments of the aggregate outstanding principal Term Loan in the inverse order or maturities until paid in full and any such payments on the Revolving Credit Advances shall permanently reduce the amount of any Loans made as part of any particular Borrowing; provided that: (A) no such prepayment may be made in a principal amount thereof less than $1,000,000 (unless repaid in full) or other than an integral multiple of $1,000 for amounts in excess thereof; (B) each such voluntary prepayment shall require prior written notice specifying the date and amount of such prepayment (or telephonic notice promptly confirmed in writing) to the Administrative Agent, not later than 12:00 p.m. (New York time) at least two (2) Business Days’ prior to the date of such prepayment unless otherwise agreed to Revolving Credit Commitments by the Administrative Agent. The Administrative Agent shall promptly notify each Lender of its receipt of such notice, and of the amount of such prepayment that will be applied to each Lender; andpayment. (Ce) In addition to all payments of the Loans required hereunder, subject to Section 3.1(f) the Company shall prepay the Loans by an amount equal to 75% of the Net Cash Proceeds from the issuance or other sale of any such prepayment Capital Stock of principal the Company or any of its Subsidiaries. Such mandatory prepayments on the Loans shall be applied pro rata between the Term Loan and the Revolving Credit Advances, and shall be applied to each outstanding Loaninstallments of the Term Loan in the inverse order or maturities until paid in full and any such payments on the Revolving Credit Advances shall permanently reduce the amount of the Revolving Credit Commitments by the amount of such payment. (f) Notwithstanding Sections 3.1(d) or (e), the first $10,000,000 of the aggregate amount of the sum of the Net Cash Proceeds of any Subordinated Debt incurred after the Effective Date plus the Net Cash Proceeds from the issuance or other sale of any Capital Stock of the Company or any of its Subsidiaries after the Effective Date shall not be subject to the provisions of Section 3.1(d) or (e) if both before and after giving effect to such Net Cash Proceeds (i) no Unmatured Event or Event of Default shall exist, (ii) shall immediately repay the Company is able to borrow at least $10,000,000 in Revolving Credit Loans and (iii) the Total Debt to EBITDA Ratio is at least 0.5 below the level required under this Agreement. (g) The Company may at any time and from time to time prepay all Loans upon any acceleration or a portion of the maturity Loans, without premium or penalty, provided that (i) the Company may not prepay any portion of any Loan as to which an election of or a conversion to a LIBOR Loan is pending pursuant to 2.7, (ii) the Loans Company shall comply with all requirements of Section 3.9 in connection with any payment of any LIBOR Loan, and (iii) all optional prepayments of the occurrence of an Event of Default pursuant to Section 7.02 (Action if Bankruptcy) or 7.03 (Action if Other Event of Default) and such repayment Term Loan shall be applied pro rata to each outstanding Loan; and (iii) shall repay Loans to installments due thereon in the extent required to satisfy the Overcollateralization Test within the time period set forth in Section 7.01(b) (Overcollateralization Default Event) at all times and such repayment shall be applied pro rata to each outstanding Loaninverse order of maturities.

Principal Payments. (a) The Borrower Unless earlier payment is required under this Agreement, the Company shall repay in full all Loans pay to the Agent for the account of the Lenders (i) on the Maturity Date unless payment is sooner required hereunder Termination Date, the outstanding principal amount of all Revolving Credit Loans and (ii) on the stated maturity date, the outstanding principal amount of all Swing Line Loans but in no event shall such repayment shall date be applied pro rata to each outstanding Loanlater than the Termination Date. (b) Prior to the Maturity Date, the Borrower: (i) may, The Company may at any time and from time to time on prepay all or any Business Day, make a voluntary prepayment, in whole or in part, portion of the aggregate outstanding principal amount of any Loans made as part of any particular Borrowing; provided that: (A) no such prepayment may be made in a principal amount thereof less than $1,000,000 (unless repaid in full) without premium or other than an integral multiple of $1,000 for amounts in excess thereof; (B) each such voluntary prepayment shall require prior written notice specifying penalty upon notifying the date and amount of such prepayment (or telephonic notice promptly confirmed in writing) to the Administrative Agent, not later than 12:00 p.m. (New York time) Agent at least two (2) one Business Days’ Day prior to the date of any proposed prepayment, provided that (i) the Company may not prepay any portion of any Revolving Credit Loan as to which an election for continuation as or conversion to a Eurodollar Rate Loan is pending pursuant to Section 3.1 or 3.4, (ii) unless earlier payment is required under this Agreement, any Eurodollar Rate Loan may only be paid on the last day of the then-current Interest Period with respect to such Loan and no prepayments thereof are allowed, (iii) each such prepayment unless otherwise agreed to by the Administrative Agent. The Administrative Agent of any Revolving Credit Loan shall promptly notify each Lender be in a 1999 CREDIT AGREEMENT -18- 23 minimum amount and in integral multiples of its receipt of such notice$1,000,000, and (iv) each such prepayment of any Swingline Loan shall be in a minimum amount and in integral multiples of $100,000. (c) If at any time the aggregate principal amounts outstanding under the Loans and Letters of Credit exceed the Commitments, the Company shall immediately pay to the Agent for the account of the Lenders an amount not less than the amount of such prepayment that will excess, to be applied first to each Lenderthe amounts outstanding under the Revolving Credit Loans, then to the amounts outstanding under the remaining Loans, and the remainder, if any, to be held by the Agent on behalf of the Lenders as cash collateral securing any reimbursement obligations which may arise under the outstanding Letters of Credit, if any; and (C) any such prepayment the Company grants to the Agent for the benefit of principal the Lenders a first-priority lien and security interest in this cash collateral, and all cash collateral shall be applied pro rata to each outstanding Loanin the Agent's sole and exclusive control. (iid) If, at any time before the Reduction Date, the aggregate face amount of the Letters of Credit exceeds the lesser of $35,000,000 and the Commitment, or if, at any time on or after the Reduction Date, the aggregate face amount of the Letters of Credit exceeds the lesser of $10,000,000 and the Commitment, the Company shall immediately repay all Loans upon any acceleration pay to the Agent for the account of the maturity Lenders an amount not less than the amount of such excess, to be applied first to the amounts outstanding under the Revolving Credit Loans, and the remainder, if any, to be held by the Agent on behalf of the Loans in connection with Lenders as cash collateral securing any reimbursement obligations which may arise under the occurrence outstanding Letters of an Event of Default pursuant to Section 7.02 (Action Credit, if Bankruptcy) or 7.03 (Action if Other Event of Default) and such repayment shall be applied pro rata to each outstanding Loan; and (iii) shall repay Loans to the extent required to satisfy the Overcollateralization Test within the time period set forth in Section 7.01(b) (Overcollateralization Default Event) at all times and such repayment shall be applied pro rata to each outstanding Loanany.

Principal Payments. (a) The Borrower outstanding principal amount of each Advance shall repay be payable in full all Loans on upon the Maturity Date unless payment is sooner required hereunder and earliest to occur of (i) demand, (ii) the occurrence of any event described in Section 2.5(c) hereof with respect to such repayment shall be applied pro rata to each outstanding LoanAdvance or (iii) expiration or termination of the Commitment. (b) Prior The Company shall have the right to prepay the Maturity Date, the Borrower: (i) may, from time to time on any Business Day, make a voluntary prepayment, outstanding Advances in whole or in part, from time to time, without premium or penalty or advance notice. (c) The Company shall be obligated to pay to the Bank, without the necessity of prior demand or notice from the aggregate outstanding principal Bank, and the Company authorizes the Bank to charge its account for, the amount of any Loans made as part outstanding Advance against a specific Mortgage Loan, upon the occurrence of any particular Borrowing; provided thatof the following events: (A1) no such prepayment may Sixty (60) calendar days elapse from the date the Mortgage Loan with respect to which the Advance was made was delivered to an Investor for examination and purchase, without the purchase being made unless an extension of an additional thirty (30) calendar days is granted by the Bank in its sole discretion, in which case repayment would be made in a principal amount thereof less than $1,000,000 required ninety (unless repaid in full90) or other than an integral multiple calendar days from the time of $1,000 for amounts in excess thereofthe advance; (B2) each such voluntary prepayment shall require prior written notice specifying Ten (10) calendar days elapse from the date and amount the Investor rejects for purchase the Mortgage Loan with respect to which the Advance was made; (3) One (1) Business Day elapses from the date the Collateral Documents relating to a Mortgage Loan against which an Advance was made, were required to be received by the Bank without the actual receipt thereof, or such Collateral Documents, upon examination by the Bank, are found not to be in compliance with the requirements of such prepayment this Agreement or the related Purchase Commitment; (or telephonic notice promptly confirmed in writing4) Ten (10) Business Days elapse from the date a Collateral Document was delivered to the Administrative AgentCompany for correction or completion, not later than 12:00 p.m. (New York time) at least two (2) Business Days’ prior without being returned to the date Bank; (5) A default occurs under the Mortgage Loan with respect to which such Advance was made and remains uncured for a period of such prepayment unless otherwise agreed to by the Administrative Agent. The Administrative Agent shall promptly notify each Lender of its receipt of such notice, and of the amount of such prepayment that will be applied to each Lenderthirty (30) calendar days; and (C6) any Upon sale of the Mortgage Loan. Upon making such prepayment of principal payment to the Bank, the Company shall be applied pro rata deemed to each outstanding Loan. (ii) shall immediately repay all Loans upon any acceleration of have redeemed such Mortgage Loan from pledge, and the maturity of the Loans in connection with the occurrence of an Event of Default pursuant to Section 7.02 (Action if Bankruptcy) or 7.03 (Action if Other Event of Default) and such repayment Collateral Documents relating thereto shall be applied pro rata to each outstanding Loan; and (iii) shall repay Loans released by the Bank to the extent required Company or to satisfy the Overcollateralization Test within the time period set forth in Section 7.01(b) (Overcollateralization Default Event) at all times and such repayment shall be applied pro rata to each outstanding LoanInvestor.

Principal Payments. (a) The Borrower shall repay make payment in full of the unpaid principal amount of all Loans on at the Final Maturity Date unless payment is sooner required hereunder and such repayment shall be applied pro rata to each outstanding LoanDate. (b) Prior to the Maturity Date, the Borrower: (i) The Borrower may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the then outstanding principal amount of the Loans; provided, however, that: (i) the Borrower shall give the Agent not less than three (3) Business Days' prior written notice (counting the date on which such notice is given) of any such voluntary prepayment, which notice, once given, shall be irrevocable; and (ii) all such partial voluntary prepayments shall be in an aggregate principal amount which is an integral multiple of U.S.$1,000,000. (c) The Borrower shall, on any date when the outstanding principal amount of the Loans shall exceed the Total Commitment Amount make a mandatory repayment of the Loans outstanding on such date in a principal amount equal to such excess. (d) Each repayment or prepayment of the principal amount of any Loans made as part pursuant to this Clause shall be without premium or payment of any particular Borrowing; provided that:other additional amount, except as may be required pursuant to Clause 4.3 (Funding Losses). (Ae) no such Any repayment or prepayment may be made in a of the principal amount thereof less than $1,000,000 (unless repaid in full) or other than an integral multiple of $1,000 for amounts in excess thereof; (B) each such voluntary prepayment any Loans shall require prior written notice specifying the date and amount of such prepayment (or telephonic notice promptly confirmed in writing) to the Administrative Agent, not later than 12:00 p.m. (New York time) at least two (2) Business Days’ prior to include accrued interest on the date of such repayment or prepayment unless otherwise agreed to by on the Administrative Agent. The Administrative Agent shall promptly notify each Lender of its receipt of such notice, and of the principal amount of such prepayment that will be applied to each Lender; and (C) any such prepayment of principal shall be applied pro rata to each outstanding Loanbeing prepaid. (iif) shall immediately repay all The principal amount of any Loans upon any acceleration of the maturity of the Loans in connection with the occurrence of an Event of Default pursuant to Section 7.02 (Action if Bankruptcy) or 7.03 (Action if Other Event of Default) and such repayment shall be applied pro rata to each outstanding Loan; and (iii) shall repay Loans prepaid may, subject to the extent required to satisfy the Overcollateralization Test within the time period set forth in Section 7.01(b) (Overcollateralization Default Event) at all times terms and such repayment shall conditions of this Agreement, be applied pro rata to each outstanding Loanre-borrowed.

Principal Payments. (a) The Borrower shall repay in full all Loans on Upon acceleration of the Loan, if the Loan has been accelerated by the Agent (or the Facility has been automatically terminated) upon an Event of Default, or at the Maturity Date unless payment is sooner required hereunder Date, all accrued and unpaid interest, principal and other Obligations due with respect to the Loan shall be due and payable in full, and the principal balance and such repayment other Obligations, but not unpaid interest, shall be applied pro rata continue to each outstanding Loanbear interest at the Default Rate until so paid. (b) Prior The Borrower shall have the right to prepay the Maturity Date, the Borrower: (i) may, from time to time on any Business Day, make a voluntary prepayment, outstanding Advances in whole or in part, from time to time, without premium or penalty, provided that: (i) the Agent shall have actually received from the Borrower prior written Notice of (a) the Borrower’s intent to prepay, (b) the amount of principal which will be prepaid (the “Prepaid Principal”), and (c) the date on which the prepayment will be made; (ii) each prepayment shall be in a minimum amount of $1,000,000 or more (unless the prepayment retires the outstanding balance of a Warehouse Advance with respect to a particular Pledged Asset or the Loan in full); and (iii) each prepayment shall be in the amount of 100% of the aggregate outstanding principal amount of any Loans made as part of any particular Borrowing; provided that: (A) no such prepayment may be made in a principal amount thereof less than $1,000,000 (unless repaid in full) or other than an integral multiple of $1,000 for amounts in excess thereof; (B) each such voluntary prepayment shall require prior written notice specifying the date and amount of such prepayment (or telephonic notice promptly confirmed in writing) to the Administrative AgentPrepaid Principal, not later than 12:00 p.m. (New York time) at least two (2) Business Days’ prior plus accrued unpaid interest thereon to the date of such prepayment, plus any other Obligations relating specifically to the Prepaid Principal or which otherwise have become due and payable to the Agent and Lenders under the Loan Documents on or before the date of prepayment unless otherwise agreed but have not been paid. (c) The Borrower shall be obligated to by pay to the Administrative Agent. The Administrative Agent shall promptly notify each Lender on behalf of its receipt the Lenders, without the necessity of such noticeprior demand or Notice from the Agent or any Lender, and the Borrower authorizes the Agent on behalf of the Lenders to charge the Operating Account or any other accounts of the Borrower in Agent’s possession for the amount of such prepayment that will be applied to each Lender; and (C) any such prepayment outstanding Advance against a specific Pledged Asset upon the earliest occurrence of principal shall be applied pro rata to each outstanding Loan. (ii) shall immediately repay all Loans upon any acceleration of the maturity following events: 1. Upon the earlier to occur of (x) the payment of the Loans in connection Committed Purchase Price from an Investor with respect to any Pledged Asset or (y) that date which is ninety (90) days from the occurrence date of the funding of such Advance; 2. On the date an Event of Default pursuant Advance was made if the Pledged Loan that was to Section 7.02 (Action if Bankruptcy) or 7.03 (Action if Other Event of Default) have been funded by that Advance is not closed and such repayment shall be applied pro rata to each outstanding Loan; andfunded; (iii) shall repay Loans to the extent required to satisfy the Overcollateralization Test within the time period set forth in Section 7.01(b) (Overcollateralization Default Event) at all times and such repayment shall be applied pro rata to each outstanding Loan.3. Three

Principal Payments. (a) The Borrower outstanding unpaid principal amount of all Advances shall repay be payable in full all Loans on the Maturity Date unless payment is sooner required hereunder and such repayment shall be applied pro rata to each outstanding Loanupon February 1, 2000. (b) Prior The Company shall have the right to prepay the Maturity Date, the Borrower: (i) may, from time to time on any Business Day, make a voluntary prepayment, outstanding Advances in whole or in part, from time to time, without premium or penalty, subject to the Company's obligation to pay the Non-Usage Fee pursuant to Section 2.8 hereof. (c) The Company shall be obligated to pay to the Lender, without the necessity of prior demand or notice from the Lender, and the Company authorizes the Lender to charge the Funding Account or any other accounts of the Company (excluding any monies held by Company in trust for third parties) in Lender's possession for the amount of any outstanding Advance against a specific Mortgage Loan, upon the earliest occurrence of any of the following events: (1) The expiration of ninety (90) days from the date of any Advance for any Mortgage Loan (excluding Aged Mortgage Loans); (2) The expiration of thirty (30) days from the date the Mortgage Loan was delivered to an Investor for examination and purchase, without the purchase being made, or upon rejection of the Mortgage Loan as unsatisfactory by an Investor; (3) The expiration of forty-five (45) days from the date Mortgage Loan is delivered to the certificating custodian acceptable to the Lender for the issuance of a Mortgage-backed Security; (4) The expiration of seven (7) Business Days from the date a Wet Settlement Advance was made without receipt of all Collateral Documents relating to such Mortgage Loan, or such Collateral Documents, upon examination by the Lender, are found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment; (5) The expiration of ten (10) calendar days from the date a Collateral Document in connection with such Mortgage Loan was delivered to the Company for correction or completion, without being returned to the Lender, corrected or completed; (6) The Mortgage Loan is in default and such default continues for a period of sixty (60) days or more; (7) The expiration of three (3) Business Days after the date on which the related Purchase Commitment, if any, expires, is terminated or otherwise canceled or no longer in full force and effect and the specific Mortgage Loan was not delivered under the Purchase Commitment prior to such termination, expiration or cancellation; (8) Upon sale of the Mortgage Loan. Upon receipt of such payment by the Lender, such Mortgage Loans or Mortgage-backed Securities shall be considered to have been redeemed from pledge, and the Collateral Documents relating thereto which have not been delivered to the Investor or the pool custodian or pool trustee shall be released by the Lender to the Company. (d) With respect to Aged Mortgage Loans, the Company shall be obligated to pay to the Lender (and the Company authorizes the Lender to charge the Funding Account or any other accounts of the Company [excluding monies held by the Company in trust for third parties] in Lender's possession for the payment thereof) the principal payments in the amounts and on the dates specified below: (1) On the date a Pledged Mortgage becomes an Aged Mortgage Loan, a principal payment in an amount necessary to reduce the outstanding unpaid Advances made against such Aged Mortgage Loan to an amount equal to 80% of the Collateral Value of such Aged Mortgage Loan; (2) On the date an Aged Mortgage Loan has been included in the Collateral for 120 days, a principal payment in an amount necessary to reduce the outstanding unpaid Advances made against such Aged Mortgage Loan to an amount equal to 70% of the Collateral Value of such Aged Mortgage Loan; (3) On the date an Aged Mortgage Loan has been included in the Collateral for 150 days, a principal payment in an amount necessary to reduce the outstanding unpaid Advances made against such Aged Mortgage Loan to an amount equal to 60% of the Collateral Value of such Aged Mortgage Loan; (4) On the date an Aged Mortgage Loan has been included in the Collateral for 180 days, an amount equal to the balance of the aggregate outstanding principal amount of any Loans made as part of any particular Borrowing; provided that: (A) no unpaid Advances against such prepayment may be made in a principal amount thereof less than $1,000,000 (unless repaid in full) or other than an integral multiple of $1,000 for amounts in excess thereof; (B) each such voluntary prepayment shall require prior written notice specifying the date and amount of such prepayment (or telephonic notice promptly confirmed in writing) to the Administrative Agent, not later than 12:00 p.m. (New York time) at least two (2) Business Days’ prior to the date of such prepayment unless otherwise agreed to by the Administrative Agent. The Administrative Agent shall promptly notify each Lender of its receipt of such notice, and of the amount of such prepayment that will be applied to each Lender; and (C) any such prepayment of principal shall be applied pro rata to each outstanding Aged Mortgage Loan. (ii) shall immediately repay all Loans upon any acceleration of the maturity of the Loans in connection with the occurrence of an Event of Default pursuant to Section 7.02 (Action if Bankruptcy) or 7.03 (Action if Other Event of Default) and such repayment shall be applied pro rata to each outstanding Loan; and (iii) shall repay Loans to the extent required to satisfy the Overcollateralization Test within the time period set forth in Section 7.01(b) (Overcollateralization Default Event) at all times and such repayment shall be applied pro rata to each outstanding Loan.

Principal Payments. (a) The Borrower shall repay in full all Loans on the Maturity Date unless payment is sooner required hereunder and such repayment shall be applied pro rata to each outstanding Loan. (b) Prior to the Maturity Date, the Borrower: (i) may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the aggregate outstanding principal amount of any Loans made as part of any particular Borrowing; provided that: (A) no such prepayment may be made which, after giving effect thereto, would result in a the aggregate outstanding principal amount thereof being less than (1) if in Dollars, $1,000,000 (unless repaid in full) or other than an integral multiple of $1,000 for amounts in excess thereof or (2) if in an Alternate Currency, the Dollar Equivalent of $1,000,000 (unless repaid in full) or other than an integral multiple of 1,000 units of such currency for amounts in excess thereof; (B) each such voluntary prepayment shall require prior written notice specifying the date and amount of such prepayment (or telephonic notice promptly confirmed in writing) to the Administrative Agent, not later than 12:00 p.m. (New York time) at least two (2) Business Days’ in the case of Dollar Loans, and three (3) Business Days in the case of Alternate Currency Loans, prior to the date of such prepayment unless otherwise agreed to by the Administrative Agentprepayment. The Administrative Agent shall promptly notify each Lender of its receipt of such notice, and of the amount of such prepayment that will be applied to each Lender; and (C) any such prepayment of principal shall be applied pro rata to each outstanding Loan. (ii) shall immediately repay all Loans upon any acceleration of the maturity of the Loans in connection with the occurrence of an Event of Default pursuant to Section 7.02 (Action if Bankruptcy) or 7.03 (Action if Other Event of Default) and such repayment shall be applied pro rata to each outstanding Loan; and; (iii) shall immediately repay Loans to the extent required to satisfy the Overcollateralization Test within the time period set forth in Section 7.01(b) (Overcollateralization Default Event) at all times and such repayment shall be applied pro rata to each outstanding Loan; and (iv) shall immediately prepay the Loans upon demand of the Administrative Agent (acting on the instructions of the Required Lenders) if, on any Calculation Date by reason of fluctuations in Exchange Rates, the Dollar Equivalent of the then aggregate outstanding principal amount of the Loans exceeds one hundred and five percent (105%) of the Aggregate Commitments, but only to the extent required to eliminate any such excess.

Principal Payments. (a) The Borrower Unless earlier payment is required under this Agreement, the Borrowers shall repay in full all Loans pay to the Banks on the Maturity Termination Date unless payment is sooner required hereunder and such repayment shall be applied pro rata to each the entire outstanding Loanprincipal amount of the Revolving Credit Loans. (b) Prior to the Maturity Date, the Borrower: (i) may, The Borrowers may at any time and from time to time on any Business Day, make prepay all or a voluntary prepayment, in whole or in part, portion of the aggregate outstanding principal amount Loans without premium or penalty, provided that (i) a Borrower may not prepay any portion of any Loans made Loan as part to which an election for continuation of or conversion to a Fixed Rate Loan is pending pursuant to Section 2.7, (ii) unless earlier payment is required under this Agreement or unless Borrower pays all amounts required pursuant to Section 3.8, any particular Borrowing; provided that: Fixed Rate Loan may only be prepaid on the last day of the then current Interest Period with respect to such Loan, and (Aiii) no such prepayment may shall only be made in a principal amount permitted if the Treasury Manager shall have given notice thereof less on the Business Day of such prepayment with respect to prepayment of Floating Rate Loans and not later than $1,000,000 10:00 a.m. local time three (unless repaid in full3) or other than an integral multiple Eurocurrency Business Days notice thereof with respect to prepayment of $1,000 for amounts in excess thereof; (B) each Eurocurrency Rate Loans, such voluntary prepayment shall require prior written notice specifying the date Loan or portion thereof to be so prepaid and amount of shall have paid to the Banks, together with such prepayment (or telephonic notice promptly confirmed in writing) to the Administrative Agentof principal, not later than 12:00 p.m. (New York time) at least two (2) Business Days’ prior all accrued interest to the date of payment on such prepayment unless otherwise agreed Loan or portion thereof so prepaid and all amounts owing to by the Administrative AgentBanks under Section 3.8 in connection with such prepayment. The Administrative Agent shall promptly notify each Lender of its receipt Upon the giving of such notice, and of the aggregate principal amount of such prepayment that will be applied to each Lender; and (C) any Loan or portion thereof so specified in such prepayment of principal notice, together with such accrued interest and other amounts, shall be applied pro rata to each outstanding Loanbecome due and payable on the specified date. (iic) shall immediately repay In addition to all other payments required hereunder, as of the last Business Day of each month and as of the date each Loan is made or continued or converted hereunder, if the Dollar Equivalent of all Loans upon any acceleration exceeds the aggregate amount of the maturity Revolving Credit Commitments, the Borrowers shall prepay the Loans, in such order as determined by the Borrowers, in an amount such that the Dollar Equivalent of all Loans does not exceed the aggregate amount of the Loans Revolving Credit Commitments as of such date, together with all amounts owing to the applicable Banks under Section 3.8 in connection with the occurrence of an Event of Default pursuant to Section 7.02 (Action therewith, if Bankruptcy) or 7.03 (Action if Other Event of Default) and such repayment shall be applied pro rata to each outstanding Loan; and (iii) shall repay Loans to the extent required to satisfy the Overcollateralization Test within the time period set forth in Section 7.01(b) (Overcollateralization Default Event) at all times and such repayment shall be applied pro rata to each outstanding Loanany.