#.1 Subject to Clause # (Subordination) and Clauses #.2 to #.5 (Prepayment), the Borrower may prepay the whole or any part of the Advance at any time.
#.2 In the event of any prepayment pursuant to Clause #.1 which is made as part of a Qualifying Refinancing and which relates to both a Senior Refinancing and a Junior Refinancing, or which relates to a Junior Refinancing only, and in terms of which all of the Junior Debt is repaid in full, the Borrower shall pay to the Junior Funder a prepayment fee of an amount equal to 50% of the Refinancing Gain, payable on or immediately after the date on which such Qualifying Refinancing takes place and the Borrower is in receipt of sufficient funds pursuant to the Refinancing.
#.3 In the event of any prepayment pursuant to Clause #.1 which is made as part of a Qualifying Refinancing and which relates to both a Senior Refinancing and a Junior Refinancing, or which relates to a Junior Refinancing only, and in terms of which the Junior Debt will not be repaid in full, the Borrower shall pay to the Junior Funder a prepayment fee of an amount equal to 50% of the Refinancing Gain, payable as follows:
#.3.1 if the Board is receiving its share of the Refinancing Gain by way of reduction to the Monthly Service Payment, in equal instalments over the remaining term of the Junior Debt;
#.3.2 if the Board is not receiving its share of the Refinancing Gain by way of reduction to the Monthly Service Payment, on or immediately after the date on which such Qualifying Refinancing takes place and the Borrower is in receipt of sufficient funds pursuant to the Refinancing.
#.4 In the event of any prepayment pursuant to Clause #.1, the Borrower will, on or before the date on which such prepayment is made, pay to the Junior Funder any interest accrued at the Funding Rate, together with any fees, costs and expenses that the Junior Funder may properly incur as a result of such prepayment except in the case of any prepayment pursuant to Clause #.2 or #.3 (Prepayment), but in all cases including any fees, costs or expenses due by the Borrower to the Junior Funder prior to the date of such prepayment under the terms of this Agreement.
#.5 In the event of a Qualifying Refinancing concerning a Senior Refinancing only, the Borrower shall pay to the Junior Funder a restructuring fee of an amount equal to 50% of the Refinancing Gain, payable as follows:
#.5.1 if the Board is receiving its share of the Refinancing Gain by way of reduction to the Monthly Service Payment, in equal instalments over the remaining term of the Junior Debt;
#.5.2 if the Board is not receiving its share of the Refinancing Gain by way of reduction to the Monthly Service Payment, on or immediately after the date on which such Qualifying Refinancing takes place and the Borrower is in receipt of sufficient funds pursuant to the Refinancing.
#.6 This Clause # (Prepayment) may only be varied, amended or supplemented with the consent of the Board.