Tranche B Notes Clause Samples

Tranche B Notes. On April 1, 2006 and on each April 1 thereafter to and including April 1, 2011, the Company will prepay $3,000,000 principal amount (or such lesser principal amount as shall then be outstanding) of the Tranche B Notes at par and without payment of the Make-Whole Amount or any premium. The entire remaining principal amount of the Tranche B Notes shall become due and payable on April 1, 2012. For purposes of this Section 4(a)(ii), any prepayment of less than all of the outstanding Tranche B Notes pursuant to Section 4(c) shall be deemed to be applied first to the amount of principal scheduled to be repaid on April 1, 2012, and then to the remaining scheduled principal payments, if any, in inverse chronological order.

Tranche B Notes. Each Tranche B Loan shall be evidenced by a Tranche B Note of the Company substantially in the form of Exhibit B (each such note, a "Tranche B Note"), dated the Closing Date in a principal amount equal to the initial principal amount of such Tranche B Loan, duly executed and delivered by the Company and payable to the Lender of such Tranche B Loan.

Tranche B Notes. Administrative Agent shall preserve registration books identifying each Tranche B Lender's interest in the Tranche B Notes and a list of the names and addresses of the holders of the Tranche B Notes, which register and list shall be available to each Party hereto or their respective representatives for inspection (the "Register"). Ownership of the Tranche B Notes shall be proved by the Register. No transfer by any holder of a Tranche B Note or any portion thereof shall be effective unless and until such transfer is made upon the registration books maintained by Administrative Agent. Prior to due presentment for registration of transfer of any Tranche B Note, Administrative Agent, Collateral Agent, Lessee and Lessor shall deem and treat the Person in whose name any Tranche B Note is registered as the absolute owner of such Tranche B Note for the purpose of receiving payment of principal of, and Breakage Costs, if any, and interest on such Tranche B Note and for all other purposes -69- 71 whatsoever, whether or not such Tranche B Note is overdue, and neither Administrative Agent, Collateral Agent, Lessor, nor Lessee shall be affected by any notice to the contrary.

Tranche B Notes. The Lender hereby agrees, subject to the terms and conditions of this Loan Agreement, to lend to the Borrowers, and the Borrowers hereby agree to borrow from the Lender, at the Closing $10,000,000 principal amount of the Tranche B Notes at par. The Holders of the Tranche B Notes shall have certain registration rights as provided in the Registration Rights Agreement.

Tranche B Notes. On each of January 30, 2028 and January 30, 2029, the Company will prepay $10,000,000 principal amount (or such lesser principal amount as shall then be outstanding) of the Tranche B Notes at par and without payment of the Make-Whole Amount or any premium. The entire unpaid principal amount of the Tranche B Notes shall become due and payable on January 30, 2030. Upon any partial prepayment or purchase of the Tranche B Notes pursuant to Section 8.2, Section 8.5 or Section 8.7, the principal amount of each required prepayment of the Tranche B Notes becoming due under this Section 8.1(b) on and after the date of such prepayment or purchase shall be reduced in the same proportion as the aggregate unpaid principal amount of the Tranche B Notes is reduced as a result of such prepayment or purchase.

Tranche B Notes. Notwithstanding anything herein to the contrary, in the event that the Qualified Offering occurs prior to the later of (x) the last Tranche B Monthly Advance Closing Date, or (y) the aggregate amount of the Tranche B Marketing Advances advanced to the Company by each Tranche B Lender shall have reached the applicable Tranche B Maximum Marketing Advance Amount, the Company, in its sole discretion, shall have the right to terminate its obligation to sell and issue additional Notes and not hold any Tranche B Monthly Advance Closing or Tranche B Marketing Advance Closing following the closing of a Qualified Offering; provided, that, the Company shall issue to each Tranche B Lender Warrants to purchase the number of Warrant Shares equal to (i) 20% of: (A) if the Tranche B Lender has not elected to purchase additional Tranche B Notes at the Tranche B Second Term Monthly Advance Closings and the Tranche B Third Term Monthly Advance Closings, the difference between (1) the Tranche B Lender’s total commitment as is set forth opposite such Tranche Lender’s name in column titled “First Term Total Commitment” on Schedule II and (2) the amount of the Consideration actually funded by such Tranche B Lender; (B) if the Tranche B Lender has elected to purchase additional Tranche B Notes at the Tranche B Second Term Monthly Advance Closings but has not elected to purchase additional Tranche B Notes at the Tranche B Third Term Monthly Advance Closings, the difference between (1) the Tranche B Lender’s total commitment as is set forth opposite such Tranche Lender’s name in column titled “Second Term Total Commitment” on Schedule II and (2) the amount of the Consideration actually funded by such Tranche B Lender; or (C) if the Tranche B Lender has elected to purchase additional Tranche B Notes at the Tranche B Second Term Monthly Advance Closings and the Tranche B Third Term Monthly Advance Closings, the difference between (1) the Tranche B Lender’s total commitment as is set forth opposite such Tranche Lender’s name in column titled “Third Term Total Commitment” on Schedule II and (2) the amount of the Consideration actually funded by such Tranche B Lender; divided by (ii) the Qualified Offering Price. The form of Warrants issued pursuant to this Section 2.3(b) shall be the same as the form of warrant issued in connection with the closing of a Qualified Offering pursuant to Section 2.2.

Tranche B Notes. The Company may sell additional Tranche B Notes to Tranche B Lenders in exchange for Tranche B Marketing Advances in any subsequent closing (each, a “Tranche B Marketing Advance Closing”), subject to the satisfaction (or waiver) of the conditions set forth in Section 7 below. Each Tranche B Marketing Advance Closing shall take place within five (5) days of the Company delivering a Marketing Advance Request Notice to the Tranche B Lenders, at such locations and at such times as shall be mutually agreed upon orally or in writing by the Company and the Tranche B Lenders purchasing a majority in interest of the aggregate principal amount of the Tranche B Notes to be sold at such Tranche B Marketing Advance Closing (each, a “Tranche B Marketing Advance Closing Date”). Schedule II shall be updated to reflect any Tranche B Marketing Advance Closings.

Tranche B Notes. The obligation of Borrower to repay to each Lender the aggregate amount of all Tranche B Loans made by such Lender, together with interest accruing in connection therewith, shall be evidenced by a single promissory note (such Lender’s “Tranche B Note”) made by Borrower payable to the order of such Lender in the form of Exhibit A-2 with appropriate insertions. The amount of principal owing on any Lender’s Tranche B Note at any given time shall be the aggregate amount of all Tranche B Loans theretofore made by such Lender minus all payments of principal theretofore received by such Lender on such Tranche B Note. Interest on each Tranche B Note shall accrue and be due and payable as provided herein and therein. The entire unpaid principal balance of the Tranche B Loans and all interest accrued thereon shall be due and payable in full on the Tranche B Commitment Termination Date.

Tranche B Notes. The Tranche B Loans made by each Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A hereto, dated (i) the Closing Date or (ii) the effective date of an Assignment pursuant to Section 12.06(b), payable to the order of such Lender in a principal amount equal to its Maximum Tranche B Credit Amount as in effect and otherwise duly completed and such substitute Tranche B Notes as required by Section 12.06(b). The date, amount, Type, interest rate and Interest Period of each Tranche B Loan made by each Lender, and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its Tranche B Notes, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Tranche B Notes or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender's or the Borrower's rights or obligations in respect of such Tranche B Loans or affect the validity of such transfer by any Lender of its Tranche B Notes.