Common use of Term Loan Advances Clause in Contracts

Term Loan Advances. Subject to the terms and conditions of this Agreement and upon the delivery to Bank by Borrower of a completed and executed irrevocable LOAN PAYMENT/ADVANCE REQUEST FORM (in the form of Schedule F), Bank shall make one (1) Loan available to Borrower in the principal amount of Two Hundred Fifty Thousand Dollars ($250,000.00) on the Effective Date. Subject to the terms and conditions of this Agreement, during the Term Loan Draw Period, and upon the delivery to Bank by Borrower of a completed and executed irrevocable LOAN PAYMENT/ADVANCE REQUEST FORM (in the form of Schedule F), Bank shall make Loans available to Borrower in an aggregate principal amount up to Seven Hundred Fifty Thousand Dollars ($750,000.00), provided that each Loan shall be in a principal amount of at least Two Hundred Fifty Thousand Dollars ($250,000.00). Once repaid, Loans may not be reborrowed. Bank will be obligated to make a Loan, so long as (i) each of the representations and warranties in Section 3 of the Agreement is materially true on the date the LOAN PAYMENT/ADVANCE REQUEST FORM is submitted and on the effective date of such Loan (except to the extent they relate specifically to an earlier date, in which case such representation and warranties shall continue to have been true and accurate as of such specified date), and (ii) no Event of Default shall have occurred and be continuing or result from such Loan. Repayment: Commencing on the first Payment Date of the month following the month in which the Funding Date of a Loan occurs, and continuing on each Payment Date thereafter, Borrower shall make monthly payments of interest, in arrears, on the principal amount of each Loan at the rate set forth below. Commencing on the applicable Amortization Date, and continuing on each Payment Date thereafter, Borrower shall repay each Loan in (i) thirty-six (36) equal monthly installments of principal, plus (ii) monthly payments of accrued interest at the rate set forth below. The final payment due on the applicable Term Loan Maturity Date shall include all outstanding principal and all accrued and unpaid interest under the Loan and all other outstanding Obligations with respect to such Loan.

Term Loan Advances. Subject to the terms and prior satisfaction of all other applicable conditions to the making of a Term Loan Advance set forth in this Agreement and upon the delivery Agreement, to obtain a Term Loan Advance, Borrower shall notify Bank. Bank may rely on any telephone notice given by a person whom Bank believes is an Authorized Signer. Borrower will indemnify Bank for any loss Bank suffers due to such belief or reliance. Such notice shall be made through Bank’s online banking program, provided, however, if Borrower is not utilizing Bank’s online banking program, then such notice shall be in a written format acceptable to Bank that is executed by an Authorized Signer. In connection with any such notification, Borrower shall deliver to Bank by electronic mail or through Bank’s online banking program such reports and information, including without limitation, sales journals, cash receipts journals, accounts receivable aging reports, as Bank may reasonably request. Together with any such electronic notification, Borrower of shall deliver to Bank by electronic mail a completed Notice of Borrowing executed by an Authorized Signer or his or her designee. Bank shall have received satisfactory evidence that the Board has approved that such Authorized Signer may provide such notices and executed irrevocable LOAN PAYMENT/ADVANCE REQUEST FORM request Term Loan Advances (which requirement may be deemed satisfied by the prior delivery of Borrowing Resolutions or a secretary’s certificate that certifies as to such Board approval). Such Notice of Borrowing must be received by Bank prior to 12:00 p.m. Pacific time, (a) at least three (3) U.S. Government Securities Business Days prior to the requested Funding Date, in the form case of Schedule F)any SOFR Advance, Bank shall make and (b) one (1) Loan available Business Day prior to Borrower the requested Funding Date, in the principal case of a Prime Rate Advance, specifying: (i) the amount of Two Hundred Fifty Thousand Dollars ($250,000.00) on the Effective Date. Subject to the terms and conditions of this Agreement, during the Term Loan Draw Period, and upon the delivery to Bank by Borrower of a completed and executed irrevocable LOAN PAYMENT/ADVANCE REQUEST FORM (in the form of Schedule F), Bank shall make Loans available to Borrower in an aggregate principal amount up to Seven Hundred Fifty Thousand Dollars ($750,000.00), provided that each Loan shall be in a principal amount of at least Two Hundred Fifty Thousand Dollars ($250,000.00). Once repaid, Loans may not be reborrowed. Bank will be obligated to make a Loan, so long as (i) each of the representations and warranties in Section 3 of the Agreement is materially true on the date the LOAN PAYMENT/ADVANCE REQUEST FORM is submitted and on the effective date of such Loan (except to the extent they relate specifically to an earlier date, in which case such representation and warranties shall continue to have been true and accurate as of such specified date), and Advance; (ii) no Event the requested Funding Date; (iii) whether the Term Loan Advance is to be comprised of Default shall have occurred SOFR Advances or Prime Rate Advances; and be continuing or result from such Loan. Repayment: Commencing on (iv) the first Payment Date duration of the month following the month Interest Period applicable to any such SOFR Advances included in which the Funding Date of a Loan occurs, and continuing on each Payment Date thereaftersuch notice. If no Interest Period is specified with respect to any requested SOFR Advance, Borrower shall make monthly payments be deemed to have selected an Interest Period of interest, in arrears, on the principal amount of each Loan at the rate set forth below. Commencing on the applicable Amortization Date, and continuing on each Payment Date thereafter, Borrower shall repay each Loan in (i) thirty-six (36) equal monthly installments of principal, plus (ii) monthly payments of accrued interest at the rate set forth below. The final payment due on the applicable Term Loan Maturity Date shall include all outstanding principal and all accrued and unpaid interest under the Loan and all other outstanding Obligations with respect to such Loanone month’s duration.

Term Loan Advances. Subject to the terms and conditions of this Agreement and upon the delivery to Bank by Borrower of a completed and executed irrevocable LOAN PAYMENT/ADVANCE REQUEST FORM (in the form of Schedule F), Bank shall make one (1a) Loan available to Borrower in the principal amount of Two Hundred Fifty Thousand Dollars ($250,000.00) on the Effective Date. Subject to the terms and conditions of this Agreement, during the Term Loan Draw Period, and upon the delivery to Bank by Borrower of a completed and executed irrevocable LOAN PAYMENT/ADVANCE REQUEST FORM (in the form of Schedule F), Bank shall make Loans available to Borrower in an aggregate principal amount up to Seven Hundred Fifty Thousand Dollars ($750,000.00), provided that each Loan shall be in a principal amount of at least Two Hundred Fifty Thousand Dollars ($250,000.00). Once repaid, Loans may not be reborrowed. Bank will be obligated to make a Loan, so So long as (i) each no Event of Default exists; (ii) Borrower shall not have sent any notice of termination of this Agreement; and (iii) Borrowers shall have complied with such customary procedures as Bank has established from time to time for Borrowers’ requests for LIBOR Term Loan Advances, Borrowers may, upon irrevocable written notice to Bank: (1) elect to convert on any Business Day, Prime Rate Term Loan Advances into LIBOR Term Loan Advances; (2) elect to continue on any Term Loan Interest Payment Date any LIBOR Term Loan Advances maturing on such Term Loan Interest Payment Date; or (3) elect to convert on any Term Loan Interest Payment Date any LIBOR Term Loan Advances maturing on such Term Loan Interest Payment Date into Prime Rate Term Loan Advances. (b) Borrower shall deliver a Notice of Conversion/Continuation in accordance with Section 10 hereof to be received by Bank prior to 12:00 p.m. Pacific time (i) at least three (3) Business Days in advance of the representations and warranties in Section 3 of the Agreement is materially true on the date the LOAN PAYMENT/ADVANCE REQUEST FORM is submitted and on the effective date of such Conversion Date or Continuation Date, if any Term Loan (except Advances are to the extent they relate specifically to an earlier date, in which case such representation and warranties shall continue to have been true and accurate be converted into or continued as of such specified date), LIBOR Term Loan Advances; and (ii) no on the Conversion Date, if any Term Loan Advances are to be converted into Prime Rate Term Loan Advances, in each case specifying the: (1) proposed Conversion Date or Continuation Date; (2) aggregate amount of the Term Loan Advances to be converted or continued; (3) nature of the proposed conversion or continuation; and (4) duration of the requested Term Loan Interest Period. (c) If upon the expiration of any Term Loan Interest Period applicable to any LIBOR Term Loan Advances, Borrowers shall have timely failed to select a new Term Loan Interest Period to be applicable to such LIBOR Term Loan Advances, Borrowers shall be deemed to have elected to convert such LIBOR Term Loan Advances into Prime Rate Term Loan Advances. (d) Any LIBOR Term Loan Advances shall, at Bank’s option, convert into Prime Rate Term Loan Advances in the event that (i) an Event of Default shall have occurred and be continuing exist, or result from such Loan. Repayment: Commencing on (ii) the first Payment Date of the month following the month in which the Funding Date of a Loan occurs, and continuing on each Payment Date thereafter, Borrower shall make monthly payments of interest, in arrears, on the aggregate principal amount of each the Prime Rate Term Loan Advances which have been previously converted to LIBOR Term Loan Advances, or the aggregate principal amount of existing LIBOR Term Loan Advances continued, as the case may be, at the rate set forth below. Commencing on the applicable Amortization Date, and continuing on each Payment Date thereafter, Borrower shall repay each Loan in (i) thirty-six (36) equal monthly installments beginning of principal, plus (ii) monthly payments of accrued interest at the rate set forth below. The final payment due on the applicable a Term Loan Maturity Date Interest Period shall include all outstanding principal and all accrued and unpaid interest under at any time during such Term Loan Interest Period exceed the Term Loan and all Amount. Borrowers agree to pay Bank, upon demand by Bank (or Bank may, at its option, charge the Designated Deposit Account or any other outstanding Obligations account Borrowers maintain with respect Bank) any amounts required to such Loancompensate Bank for any loss (including loss of anticipated profits), cost, or expense incurred by Bank, as a result of the conversion of LIBOR Term Loan Advances to Prime Rate Term Loan Advances pursuant to any of the foregoing.

Term Loan Advances. 2.1.1 Subject to the terms and conditions of this Agreement hereof and relying upon the delivery to Bank by Borrower of a completed representations and executed irrevocable LOAN PAYMENT/ADVANCE REQUEST FORM (in the form of Schedule F)warranties herein set forth, Bank Lenders shall make one available and/or extend to Borrower, advances under a non-revolving delayed draw term loan (1each, a “Term Loan Advance” and collectively, the “Term Loan Advances”) Loan available up to Borrower in the principal amount of Two Hundred Fifty Thousand Dollars ($250,000.00) on the Effective Date. Subject to Term Loan Commitment, upon the terms and conditions and in reliance upon the representations and warranties of Loan Parties set forth in this Agreement. At any time and from time to time, during for the period commencing on the Closing Date through and including the date which is the first anniversary of the Closing Date, Borrower may request and each Lender severally agrees to make to Borrower, such Lender’s Ratable Share of a Term Loan Advance or Term Loan Advances, which shall be used by the Borrower for the purposes set forth herein; provided, that, the total amount of all Term Loan Advances shall not exceed the Term Loan Draw Period, Commitment and upon at no time shall the delivery to Bank by Borrower of a completed and executed irrevocable LOAN PAYMENT/ADVANCE REQUEST FORM (in the form of Schedule F), Bank shall make Loans available to Borrower in an aggregate principal amount up to Seven Hundred Fifty Thousand Dollars ($750,000.00), provided that each Loan shall be in a principal outstanding amount of at least Two Hundred Fifty Thousand Dollars ($250,000.00)the Term Loan exceed the Borrowing Base. Once repaid, Loans Amounts advanced under this Section 2.1.1 and repaid may not be reborrowed. Bank will be obligated to make a Loan, so long as (i) each . 2.1.2 Proceeds of the representations Term Loan Advances shall be used solely for general corporate needs and warranties investment purposes and to pay fees, costs and expenses in Section 3 conjunction with the Loan Documents. 2.1.3 The Borrower’s joint and several obligation to repay the Term Loan Advances and interest thereon shall be evidenced by one or more secured promissory notes to be executed and delivered to each Lender by the Borrower concurrently with the execution and delivery of this Agreement (collectively, the “Term Loan Note”). 2.1.4 The entire outstanding principal balance of Term Loan Advances outstanding on the Conversion Date shall be converted to a term loan (the “Term Loan”) and no further Term Loan Advances shall be permitted. The principal portion of the Agreement is materially true on the date the LOAN PAYMENT/ADVANCE REQUEST FORM is submitted Term Loan shall begin to amortize and on the effective date of such Loan (except to the extent they relate specifically to an earlier date, shall be due and payable in which case such representation and warranties shall continue to have been true and accurate as of such specified date), and (ii) no Event of Default shall have occurred and be continuing or result from such Loan. Repayment: Commencing equal consecutive quarterly installments on the first Payment Date day of each January, April, July and October of each year based on a five (5) year amortization schedule, commencing on the first day of the month first full quarter following the month in which Conversion Date, with the Funding Date of a Loan occursentire principal balance, and continuing on each Payment Date thereafter, Borrower shall make monthly payments of along with all unpaid interest, in arrearsfees, costs and expenses related thereto, payable on the principal amount of each Loan at the rate set forth below. Commencing on the applicable Amortization Expiration Date, and continuing on each Payment Date thereafter, Borrower shall repay each Loan in (i) thirty-six (36) equal monthly installments of principal, plus (ii) monthly payments of accrued interest at the rate set forth below. The final payment due on the applicable Term Loan Maturity Date shall include all outstanding principal and all accrued and unpaid interest under the Loan and all other outstanding Obligations with respect to such Loan.

Term Loan Advances. (i) Subject to the terms and conditions of this Agreement and upon the delivery to Bank by Borrower of a completed and executed irrevocable LOAN PAYMENT/ADVANCE REQUEST FORM (in the form of Schedule F), Bank shall make one (1) Loan available to Borrower in the principal amount of Two Hundred Fifty Thousand Dollars ($250,000.00) on the Effective Date. Subject to the terms and conditions of this Agreement, during the Borrowers may request Term Loan Draw Period, and upon the delivery to Bank by Borrower of a completed and executed irrevocable LOAN PAYMENT/ADVANCE REQUEST FORM (Advances in the form of Schedule F), Bank shall make Loans available to Borrower in an aggregate principal amount up to Seven Hundred Fifty Thousand of Four Million Dollars ($750,000.004,000,000), provided that each . The initial Term Loan shall be Advance in a principal the amount of at least Two Hundred Fifty Thousand Million Dollars ($250,000.00)2,000,000) shall be made to Borrowers on or around the Fourth Amendment Date. Once repaidA second Term Loan Advance in the amount of Two Million Dollars ($2,000,000) may be requested by Borrowers at any time prior to the first anniversary of the Fourth Amendment Date. Term Loan Advances shall be used for the financing of Borrowers’ acquisition(s) of targeted prospects as approved by Bank. (ii) Interest shall accrue from the date of each Term Loan Advance at the rate specified in Section 2.3, Loans may not and shall be reborrowed. Bank will be obligated to make a Loan, payable monthly on the tenth day of each month so long as any Term Loan Advances are outstanding. Term Loan Advances shall be payable in forty eight (i) each of the representations and warranties in Section 3 of the Agreement is materially true on the date the LOAN PAYMENT/ADVANCE REQUEST FORM is submitted and on the effective date of such Loan (except to the extent they relate specifically to an earlier date, in which case such representation and warranties shall continue to have been true and accurate as of such specified date), and (ii) no Event of Default shall have occurred and be continuing or result from such Loan. Repayment: Commencing on the first Payment Date of the month following the month in which the Funding Date of a Loan occurs, and continuing on each Payment Date thereafter, Borrower shall make monthly payments of interest, in arrears, on the principal amount of each Loan at the rate set forth below. Commencing on the applicable Amortization Date, and continuing on each Payment Date thereafter, Borrower shall repay each Loan in (i) thirty-six (3648) equal monthly installments of principal, plus (ii) monthly payments all accrued interest, beginning on the tenth day of accrued interest at the rate set forth below. The final payment due first month following the date each Term Loan Advance is made to Borrowers, and continuing on the same day of each month thereafter through the applicable Term Loan Maturity Date shall include Date, at which time all outstanding principal and all accrued and unpaid interest amounts owing under the Loan and all other outstanding Obligations this Section 2.1(b) with respect to such LoanTerm Loan Advance shall be immediately due and payable. Term Loan Advances, once repaid, may not be reborrowed. (iii) Borrowers shall have the option to prepay any or all of the Term Loan Advances made by Bank under this Agreement, provided that Borrowers provide written notice to Bank of its election to prepay such portion or all of the Term Loan Advance(s) at least ten (10) days prior to such prepayment, and pays, on the date of such prepayment, (1) the outstanding principal amount of such portion or all of the Term Loan Advance(s) being repaid, plus (2) all accrued interest thereon, plus (3) all other sums, if any, that shall have become due and payable under the Loan Documents and relate to such Term Loan Advance, plus (4) the Prepayment Fee set forth in Section 2.5(a)(iii). (iv) When Borrowers desire to obtain a Term Loan Advance, Borrowers shall notify Bank (which notice shall be irrevocable) by electronic mail or facsimile transmission to be received no later than 3:00 p.m. Pacific time five (5) Business Days before the day on which the Term Loan Advance is requested to be made, and Borrowers shall provide to Bank such information as Bank may request with respect to the acquisition being financed by such Term Loan Advance. Such notice shall be substantially in the form of Exhibit B-1 and signed by a Responsible Officer or its designee. 4. Section 2.3(a) is amended and restated in its entirety to read as follows:

Term Loan Advances. (a) Subject to the terms and conditions of this Agreement and upon the delivery to Bank by Borrower of a completed and executed irrevocable LOAN PAYMENT/ADVANCE REQUEST FORM (in the form of Schedule F), Bank shall make one (1) Loan available to Borrower in the principal amount of Two Hundred Fifty Thousand Dollars ($250,000.00) on the Effective Date. Subject to the terms and conditions of this Agreement, during at any time from the date hereof through one year from the date hereof (the "Term Loan Draw Period, and upon the delivery to Bank by Borrower of a completed and executed irrevocable LOAN PAYMENT/ADVANCE REQUEST FORM (in the form of Schedule FAvailability End Date"), Bank shall agrees to make Loans available Advances to Borrower in an aggregate principal initial outstanding amount up not to Seven Hundred Fifty Thousand Dollars exceed $1,000,000 at any time. ($750,000.00), provided that each Loan b) Interest shall be in a principal amount of at least Two Hundred Fifty Thousand Dollars ($250,000.00). Once repaid, Loans may not be reborrowed. Bank will be obligated to make a Loan, so long as (i) each of the representations and warranties in Section 3 of the Agreement is materially true on accrue from the date of each Advance at the LOAN PAYMENT/ADVANCE REQUEST FORM is submitted and on the effective date of such Loan (except per annum rate equal to the extent they relate specifically to an earlier date, in which case such representation and warranties shall continue to have been true and accurate as of such specified date), and (ii) no Event of Default shall have occurred and be continuing or result from such Loan. Repayment: Commencing on the first Payment Date of the month following the month in which the Funding Date of a Loan occurs, and continuing on each Payment Date thereafter, Borrower shall make monthly payments of interest, in arrears, on the principal amount of each Loan at the interest rate set forth below. Commencing in Section 2.3(a) below and shall be payable monthly. (c) Any Advances that are outstanding on the applicable Amortization Date, and continuing on each Payment Term Loan Availability End Date thereafter, Borrower shall repay each Loan will be payable in forty-eight (i) thirty-six (3648) equal monthly installments of principal, plus (ii) monthly payments of all accrued interest at the rate set forth below. The final payment due interest, beginning on the applicable Payment Date of each month following the Term Loan Availability End Date and ending on the Maturity Date shall include Date, on which date all outstanding principal Advances and all accrued Obligations relating thereto shall be paid in full. Advances, once repaid, may not be reborrowed. (d) Whenever Borrower desires an Advance, Borrower will notify Bank by facsimile transmission or telephone no later than 3:00 p.m. Pacific time, on the Business Day that the Advance is to be made. Each such notification shall be promptly confirmed by a Payment/Advance Form in substantially the form of Exhibit B hereto. Bank is authorized to make Advances under this Agreement, based upon instructions received from a Responsible Officer or a designee of a Responsible Officer, or without instructions if in Bank's discretion such Advances are necessary to meet Obligations which have become due and unpaid interest remain unpaid. Bank shall be entitled to rely on any telephonic notice given by a person who Bank reasonably believes to be a Responsible Officer or a designee thereof, and Borrower shall indemnify and hold Bank harmless for any damages or loss suffered by Bank as a result of such reliance. Bank will credit the amount of Advances made under the Loan and all other outstanding Obligations with respect this Section 2.1 to such LoanBorrower's deposit account.