Common use of Secured Promissory Notes Clause in Contracts

Secured Promissory Notes. Each Lender’s Additional Growth Capital Amount and Existing Growth Capital Advances shall be evidenced by a Secured Promissory Note or Notes (or, as elected by any Lender, amended and restated Notes) in substantially the form attached as Exhibit D hereto (each of the foregoing, a “Secured Promissory Note”), and shall be repayable as set forth herein. Notwithstanding the foregoing, if any Lender elects to replace any promissory note relating to the Existing Growth Capital Advances and entered into prior to the Effective Date (each, an “Existing Note”) with a Secured Promissory Note made in favor of such Lender as of the Effective Date, such Lender shall within ten (10) Business Days following the Effective Date, return to Borrower the previously issued Existing Note marked “cancelled” or shall provide satisfactory evidence to Borrower of such cancellation (and deliver an electronic version of such cancelled Existing Note to Borrower on the Effective Date). Borrower irrevocably authorizes each Lender to, and subject to the terms and conditions set forth herein, Lender shall make or cause to be made, on or about the funding date of each Growth Capital Advance or at the time of receipt of any payment of principal on such Lender’s Secured Promissory Note, an appropriate notation on such Lender’s Secured Promissory Note Record reflecting the making of such Lender’s portion of such Growth Capital Advance or (as the case may be) the receipt of such payment, which payment shall be applied ratably among each Lender’s Secured Promissory Notes if there are more than one in favor of such Lender. The outstanding amount of the Growth Capital Advances set forth on such Lender’s Secured Promissory Note Record shall be prima facie evidence of the principal amount thereof owing and unpaid to such Lender, but the failure to record, or any error in so recording, any such amount on such Lender’s Secured Promissory Note Record shall not limit or otherwise affect the obligations of Borrower hereunder or under any Secured Promissory Note to make payments of principal of or interest on any Secured Promissory Note when due. Upon receipt of an affidavit of an officer of a Lender as to the loss, theft, destruction, or mutilation of its Secured Promissory Note. Borrower shall issue, in lieu thereof, a replacement Secured Promissory Note in the same principal amount thereof and of like tenor.

Secured Promissory Notes. Each Lender’s Additional Growth Capital Amount 's Pro Rata Share of the Term Loan and Existing Growth Capital Advances shall Revolving Line may at such Lender's request be evidenced by a Secured Promissory Note or Notes (or, as elected by any Lender, amended and restated Notes) in substantially the form attached as Exhibit D C hereto (each of the foregoing, a “"Secured Promissory Note”"), and shall be repayable as set forth herein. Notwithstanding Agent has the foregoing, if any Lender elects exclusive right to replace any promissory note relating determine the order and manner in which all payments with respect to the Existing Growth Capital Advances and entered into prior Obligations may be applied. Borrower shall have no right to specify the order or the accounts to which Agent shall allocate or apply any payments required to be made by Borrower to the Effective Date (each, an “Existing Note”) with a Secured Promissory Note Lenders or otherwise received by the Lenders under this Agreement when any such allocation or application is not specified elsewhere in this Agreement provided that no voluntary prepayment may be made in favor of such Lender as of to the Effective Date, such Lender shall within ten (10) Business Days following Term Loan without the Effective Date, return to Borrower the previously issued Existing Note marked “cancelled” or shall provide satisfactory evidence to Borrower of such cancellation (and deliver an electronic version of such cancelled Existing Note to Borrower on the Effective Date)Borrower's consent. Borrower irrevocably authorizes each Lender to, and subject to the terms and conditions set forth herein, Lender shall make or cause to be made, on or about the funding date of each Growth Capital Advance Effective Date or at the time of receipt of any payment of principal on such Lender’s 's Secured Promissory Note, an appropriate notation on such Lender’s 's Secured Promissory Note Record reflecting the making of such Lender’s portion of such Growth Capital Advance the Term Loan, Revolving Line or (as the case may be) the receipt of such payment, which payment shall be applied ratably among each Lender’s Secured Promissory Notes if there are more than one in favor of such Lender. The outstanding principal amount of the Growth Capital Advances Term Loan set forth on such Lender’s 's Secured Promissory Note Record shall be prima facie evidence of the principal amount thereof owing and unpaid to such Lender, but the failure to record, or any error in so recording, any such amount on such Lender’s 's Secured Promissory Note Record shall not limit or otherwise affect the obligations of Borrower hereunder or under any Secured Promissory Note to make payments of principal of or interest on any Secured Promissory Note when due. Upon receipt of an affidavit of an officer of a Lender as to the loss, theft, destruction, or mutilation of its Secured Promissory Note. , Borrower shall issue, in lieu thereof, a replacement Secured Promissory Note in the same principal amount thereof and of like tenor.

Secured Promissory Notes. Each Borrower’s obligations to pay each Lender its Term Loan, and interest thereon, shall, at the option of such Lender’s Additional Growth Capital Amount and Existing Growth Capital Advances shall , be further evidenced by a Secured Promissory Note or Notes (or, as elected by any Lender, amended and restated Notes) secured promissory note in substantially the form attached as Exhibit D C hereto in favor of such Lender (each of the foregoing, a “Secured Promissory Note”), and shall be repayable as set forth herein. Notwithstanding the foregoing, if any Lender elects to replace any promissory note relating to the Existing Growth Capital Advances and entered into prior to the Effective Date (each, an “Existing Note”) with a Secured Promissory Note made in favor of such Lender as As of the Effective Date, HTF and VLL are each requiring such Lender shall within ten (10) Business Days following the Effective Datea Secured Promissory Note, return to Borrower the previously issued Existing Note marked “cancelled” or shall provide satisfactory evidence to Borrower of such cancellation (and deliver an electronic version of such cancelled Existing Note to Borrower on the Effective Date)but SVB is not. The Borrower irrevocably authorizes each Lender to, and subject to the terms and conditions set forth herein, Lender shall make or cause to be made, on or about the funding date of each Growth Capital Advance or at the time of receipt of any payment of principal on such Lender’s Secured Promissory Note, an appropriate notation on such Lender’s Secured Promissory Note Record reflecting the making of such Lender’s portion of such Growth Capital Advance Term Loan or (as the case may be) the receipt of such payment, which payment shall be applied ratably among each Lender’s Secured Promissory Notes if there are more than one in favor of such Lender. The outstanding amount of the Growth Capital Advances each Term Loan set forth on such Lender’s Secured Promissory Note Record shall be prima facie evidence (absent manifest error) of the principal amount thereof owing and unpaid to such Lender, but the failure to record, or any error in so recording, any such amount on such Lender’s Secured Promissory Note Record shall not limit or otherwise affect the obligations of the Borrower hereunder or under any Secured Promissory Note to make payments of principal of or interest on any Secured Promissory Note when due. Upon receipt of an affidavit of an officer of a Lender as to the loss, theft, destruction, or mutilation of its Secured Promissory Note. , with an appropriate indemnity in favor of Borrower, the Borrower shall issue, in lieu thereof, a replacement Secured Promissory Note in the same principal amount thereof and of like tenor. Nothing in the Secured Promissory Notes shall be deemed to limit any of the terms or provisions of this Agreement or any of the other Loan Documents, and all of Lenders’ rights and remedies hereunder, under the Secured Promissory Notes, and under the Loan Documents are cumulative. In case of any conflict between the terms of the Secured Promissory Notes and this Agreement, this Agreement shall control.

Secured Promissory Notes. Each Lender’s Additional Growth Capital Amount and Existing Growth Capital Advances Term Loan shall be evidenced by a Secured Promissory Note or Notes (or, as elected by any Lender, amended and restated Notes) in substantially the form attached as Exhibit D hereto (each of the foregoing, a “Secured Promissory Note”), and shall be repayable as set forth herein. Notwithstanding the foregoing, if any Lender elects to replace any promissory note relating to the Existing Growth Capital Advances and entered into prior to the Effective Date (each, an “Existing Note”) with a Secured Promissory Note made in favor of such Lender as of the Effective Date, such Lender shall within ten (10) Business Days following the Effective Date, return to Borrower the previously issued Existing Note marked “cancelled” or shall provide satisfactory evidence to Borrower of such cancellation (and deliver an electronic version of such cancelled Existing Note to Borrower on the Effective Date). Borrower irrevocably authorizes each Lender to, and subject to the terms and conditions set forth herein, Lender shall make or cause to be made, on or about the funding date Funding Date of each Growth Capital Advance any Term Loan or at the time of receipt of any payment of principal on such Lender’s Secured Promissory Note, an appropriate notation on such Lender’s Secured Promissory Note Record reflecting the making of such Lender’s portion of such Growth Capital Advance Term Loan or (as the case may be) the receipt of such payment, which payment shall be applied ratably among each Lender’s Secured Promissory Notes if there are more than one in favor of such Lender. The outstanding amount of the Growth Capital Advances each Term Loan set forth on such Lender’s Secured Promissory Note Record shall be prima facie evidence of the principal amount thereof owing and unpaid to such Lender, but the failure to record, or any error in so recording, any such amount on such Lender’s Secured Promissory Note Record shall not limit or otherwise affect the obligations of Borrower hereunder or under any Secured Promissory Note to make payments of principal of or interest on any Secured Promissory Note when due. Upon receipt of an affidavit of an officer of a Lender as to the loss, theft, destruction, or mutilation of its Secured Promissory Note. , which affidavit shall contain an indemnity in form and substance reasonably acceptable to Agent in favor of Borrower, Borrower shall issue, in lieu thereof, a replacement Secured Promissory Note in the same principal amount thereof and of like tenor. In the event a Tranche Two Eligibility Date does not occur prior to the end of the Draw Period, upon written request of Borrower, the Secured Promissory Note delivered to Lender on the Closing Date shall be amended and restated on the same terms but in an original principal amount of $3,500,000. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

Secured Promissory Notes. Each Lender’s Additional Growth Capital Amount and Existing Growth Capital Advances The Term Loans shall be evidenced by a Secured Promissory Note or Notes (or, as elected by any Lender, amended and restated Notes) in substantially the form attached as Exhibit D hereto (other than the two Original Term Loans made by Oxford and that are being refinanced on the Second Amendment Effective Date, which shall be evidenced by Amended and Restated Secured Promissory Notes in the form attached as Exhibit E hereto) (each of the foregoing, a “Secured Promissory Note”), and shall be repayable as set forth herein. Notwithstanding the foregoing, if any Lender elects to replace any promissory note relating to the Existing Growth Capital Advances and entered into prior to the Effective Date (each, an “Existing Note”) with a Secured Promissory Note made in favor of such Lender as of the Effective Date, such Lender shall within ten (10) Business Days following the Effective Date, return to Borrower the previously issued Existing Note marked “cancelled” or shall provide satisfactory evidence to Borrower of such cancellation (and deliver an electronic version of such cancelled Existing Note to Borrower on the Effective Date)this Agreement. Borrower irrevocably authorizes each Lender to, and subject to the terms and conditions set forth herein, Lender shall make or cause to be made, on or about the funding date Funding Date of each Growth Capital Advance any Term Loan or at the time of receipt of any payment of principal on such Lender’s Secured Promissory Note, an appropriate notation on such Lender’s Secured Promissory Note Record reflecting the making of such Lender’s portion of such Growth Capital Advance Term Loan or (as the case may be) the receipt of such payment, which payment shall be applied ratably among each Lender’s Secured Promissory Notes if there are more than one in favor of such Lender. The outstanding amount of the Growth Capital Advances each Term Loan set forth on such Lender’s Secured Promissory Note Record shall be prima facie evidence of the principal amount thereof owing and unpaid to such Lender, but the failure to record, or any error in so recording, any such amount on such Lender’s Secured Promissory Note Record shall not limit or otherwise affect the obligations of Borrower hereunder or under any Secured Promissory Note or any other Loan Document to make payments of principal of or interest on any Secured Promissory Note when due. Upon receipt of an affidavit of an officer of a Lender as to the loss, theft, destruction, or mutilation of its Secured Promissory Note. , Borrower shall issue, in lieu thereof, a replacement Secured Promissory Note in the same principal amount thereof and of like tenor.”