Secured Promissory Notes. The Term Loans shall be evidenced by a Secured Promissory Note or Notes in the form attached as Exhibit D hereto (each a “Secured Promissory Note”), and shall be repayable as set forth in this Agreement. 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 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 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.
Secured Promissory Notes. At the election of any Lender made as to each Credit Facility for which it has made Credit Extensions, each Credit Facility shall be evidenced by one or more secured promissory notes in form and substance satisfactory to Agent and Lenders (each a “Secured Promissory Note”). 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. The Term Loan shall be evidenced by a Secured Promissory Note in the form attached as Exhibit D hereto (“Secured Promissory Note”) and shall be repayable as set forth in this Agreement.
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. Section 2.5 of the Loan Agreement hereby is amended and restated in its entirety to read as follows:
Secured Promissory Notes. Buyer shall issue to Seller three secured promissory notes as follows: BCInet - APA
(a) A secured promissory note in the amount of $311,215.00, representing the value of the Inventory being transferred, in the form attached hereto as Exhibit C (“Inventory Note”). The Inventory Note will carry an interest rate of 1% per annum, and the entire principal amount of the Inventory Note together with all accrued and unpaid interest shall become due and payable eleven months from the date of issuance.
(b) A secured promissory note, in the form attached hereto as Exhibit D, in the amount of $170,000.00, representing the value of the Other Assets as well as the value of services referred to in Section 1.1(b) (“Other Assets Note”). Other Assets Note will carry an interest rate of 1% per annum, and the entire principal amount of the Other Assets Note together with all accrued and unpaid interest shall become due and payable two years from the date of issuance.
(c) A secured convertible promissory note in the amount of $414,200.00, representing part of the total value of the Goodwill, in the form attached hereto as Exhibit E (“Goodwill Note”). The Goodwill Note will carry an interest rate of 3% per annum, and the entire principal amount of the Goodwill Note together with all accrued and unpaid interest shall become due and payable five (5) years from the date of issuance.
(d) The Inventory Note, Other Assets Note, and Goodwill Note (collectively, the “Notes”) shall be issued pursuant to a security agreement in the form attached hereto as Exhibit F (the “Security Agreement”).
Secured Promissory Notes. Section 2.4 is amended in its entirety and replaced with the following:
Secured Promissory Notes. Buyer shall have issued the DV Note, the Service Note and the Carton Note to Seller, and such Notes shall remain in full force and effect.
Secured Promissory Notes. The Guarantor shall pay, reimburse and indemnify the Holders from any and all damages, costs, expenses, losses and other liabilities arising or resulting from the failure of the Debtor to pay the Class A-1 and Class A-2 Secured Promissory Notes when due or the failure of Debtor to otherwise perform under the Class A-1 and Class A-2
Secured Promissory Notes. Dear Mx. Xxxxxxxxx: Reference is hereby made to the Secured Promissory Notes (the “Notes”) issued by CNS Response, Inc. (the “Company”) to you, (the “Holder”) on June 3 and July 25, 2010, each in the original principal amount of $250,000. This letter agreement will confirm that in addition to the terms and conditions as set forth in the Notes, the following provisions are also incorporated into the Notes (Capitalized terms used herein, unless otherwise indicated, shall have the same meaning as provided for in the Notes):
