Common use of Secured Promissory Notes Clause in Contracts

Secured Promissory Notes. Borrower’s obligations to pay each Lender its Term Loan, and interest thereon, shall, at the option of such Lender, be further evidenced by a secured promissory note in the form attached as Exhibit C hereto in favor of such Lender (each a “Secured Promissory Note”). As of the Effective Date, HTF and VLL are each requiring such a Secured Promissory Note, but SVB is not. The Borrower irrevocably authorizes each Lender to make or cause to be made, 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 Term Loan or (as the case may be) the receipt of such payment. The outstanding amount of 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. BorrowerEach Lender’s obligations to pay each Lender its Term Loan, Additional Growth Capital Amount and interest thereon, shall, at the option of such Lender, Existing Growth Capital Advances shall be further evidenced by a secured promissory note Secured Promissory Note or Notes (or, as elected by any Lender, amended and restated Notes) in substantially the form attached as Exhibit C D hereto in favor of such Lender (each of the foregoing, a “Secured Promissory Note”), and shall be repayable as set forth herein. As 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, HTF 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 VLL are each requiring deliver an electronic version of such a Secured Promissory Note, but SVB is notcancelled Existing Note to Borrower on the Effective Date). 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 Term Loan 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 each Term Loan the Growth Capital Advances 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. Borrower’s obligations to pay each Lender its Each Term Loan, and interest thereon, shall, at the option of such Lender, Loan shall be further evidenced by a secured promissory note Secured Promissory Note in the form attached as Exhibit C D hereto in favor of such Lender (each a “Secured Promissory Note”), and shall be repayable as set forth herein. As of the Effective Date, HTF and VLL are each requiring such a Secured Promissory Note, but SVB is not. The Borrower irrevocably authorizes each Lender to make or cause to be made, on or about the Funding Date of 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 Term Loan or (as the case may be) the receipt of such payment. The outstanding amount of 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 which affidavit shall contain an appropriate indemnity in form and substance reasonably acceptable to Agent 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 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 Notes Note delivered to Lender on the Closing Date shall be deemed to limit any amended and restated on the same terms but in an original principal amount 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$3,500,000.

Secured Promissory Notes. Borrower’s obligations to pay each Lender its Each Lender's Pro Rata Share of the Term Loan, Loan and interest thereon, shall, Revolving Line may at the option of such Lender, 's request be further evidenced by a secured promissory note Secured Promissory Note in the form attached as Exhibit C hereto in favor of such Lender (each a “"Secured Promissory Note”"), and shall be repayable as set forth herein. As of Agent has the Effective Date, HTF exclusive right to determine the order and VLL are each requiring manner in which all payments with respect to the 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 Lenders or otherwise received by the Lenders under this Agreement when any such a Secured Promissory Note, but SVB allocation or application is notnot specified elsewhere in this Agreement provided that no voluntary prepayment may be made to the Term Loan without the Borrower's consent. The Borrower irrevocably authorizes each Lender to make or cause to be made, on or about the 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 the Term Loan Loan, Revolving Line or (as the case may be) the receipt of such payment. The outstanding principal amount of each the Term Loan set forth on such Lender’s '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 '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. If so requested by a Lender by written notice to Borrower, then Borrower shall execute and deliver to such Lender (and/or, if applicable and if so specified in such notice, to any person who is an assignee of such Lender pursuant to Section 12.1 or 13.12) (promptly after the Borrower’s obligations to pay each Lender its Term Loan, and interest thereon, shall, at the option receipt of such Lender, be further evidenced by notice) a secured promissory note Secured Promissory Note in the form attached as Exhibit C D hereto in favor of such Lender (each a “Secured Promissory Note”), that shall be repayable as set forth herein. As of the Effective Dateapplicable, HTF and VLL are each requiring such a Secured Promissory Note, but SVB is not. The Borrower irrevocably authorizes each Lender to make or cause to be made, on or about the Funding Date of 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 Term Loan or (as the case may be) the receipt of such payment. The outstanding amount of 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.