Replacement Promissory Notes Clause Samples

Replacement Promissory Notes. (a) The Borrower shall execute and deliver to the Lender on the date hereof the Replacement Promissory Note in substitution for and not satisfaction of, the issued and outstanding Revolving Promissory Note and the Replacement Promissory Note shall be the "Revolving Promissory Note" for all purposes of the Loan Documents. The Replacement Promissory Note shall not operate as a novation of the Obligations of the Borrower, or nullify, discharge, or release any such Obligations or the continuing contractual relationship of the Borrower in accordance with the provisions of the Loan Documents. All references in the Loan Documents to the "Revolving Promissory Note" shall be deemed to refer to the Replacement Promissory Note. (b) The Borrower shall execute and deliver to the Lender on the date hereof the Replacement Term Note in substitution for and not satisfaction of, the issued and outstanding Equipment Term Note and the Replacement Term Note shall be the "Equipment Term Note" for all purposes of the Loan Documents. The Replacement Term Note shall not operate as a novation of the Obligations of the Borrower, or nullify, discharge, or release any such Obligations or the continuing contractual relationship of the Borrower in accordance with the provisions of the Loan Documents. All references in the Loan Documents to the "Equipment Term Note" shall be deemed to refer to the Replacement Term Note. This Agreement is executed as of the date first written above. BORROWER: LENDER: THE ULTIMATE SOFTWARE GROUP, INC. SILICON VALLEY BANK By: /s/ Mitchell K. Dauerman By: /s/ Christopher L. Jones ----------------------------------------- ----------------------------- Name: Mitchell K. Dauerman Name: Christopher L. Jones ---------------------------------------- --------------------------- Title: Chief Financial Officer and Treasurer Title: Senior Vice President --------------------------------------- -------------------------- AMENDED AND RESTATED EQUIPMENT TERM NOTE $2,500,000 Atlanta, Georgia March 27, 2003 FOR VALUE RECEIVED, the undersigned, THE ULTIMATE SOFTWARE GROUP, INC., a Delaware corporation ("Borrower") promises to pay to the order of SILICON VALLEY BANK, a California-chartered bank ("Bank"), at such place as the holder hereof may designate, in lawful money of the United States of America, the aggregate unpaid principal amount of all equipment advances ("Equipment Advances") made by Bank to Borrower in accordance with the terms and conditions of the Loan and Secur...