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Prepayment Fee. An additional prepayment premium (Prepayment Fee) shall be payable as follows:
(a) If prepaid in months 1-12 of the Loan Term of any Growth Capital Promissory Note: 1.00% of the outstanding balance owing under such Promissory Note; and
(b) If prepaid after month 12 of the Loan Term of any Growth Capital Promissory Note, no additional prepayment premium shall be due.
Re-borrowing. Any amounts that You repay on the Growth Capital Loan Advances may not be re-borrowed.
Miscellaneous. Payments are due electronically by automatic debit through Automated Clearing House (ACH) payment on or before the last day of each month in the case of a Revolving Loan or the first day of the month in the case of a Growth Capital Loan. You agree to fill out and execute the electronic funds transfer/automatic debit Authorization form that We provide. If We do not receive any payments from You within two (2) Business Days after they are due, You will pay a late charge on the overdue amount. The late charge will be equal to five percent (5%) of the amount due for each month not paid when due and until such time as payment is received. All payments shall be free and clear of any taxes, withholdings, duties, impositions or other charges, to the end that We will receive the entire amount of any Secured Obligations payable under this Agreement, regardless of the source of payment. Any interest not paid when due shall be compounded by becoming a part of the Secured Obligations, and such interest shall then accrue interest at the rate then applicable under this Agreement and the applicable Promissory Note.
J. COVENANTS: Section 12, YOUR CONVENANTS TO US is hereby amended by deleting subparagraph Dispositions, Liens and Encumbrances in its entirety and replacing it with the following:
Dispositions, Liens and Encumbrances. None of You will nor will You permit any of Your Subsidiaries to, transfer, sell, assign, grant a security interest in, hypothecate, permit or suffer to exist any Lien, or otherwise transfer any interest in or encumber any portion of Your properties or assets (or those of any Subsidiary), including the Intellectual Property, either voluntarily or involuntarily, without Our prior written consent, other than: (a) Permitted Liens, (b) sales of Inventory in the ordinary course of business, (c) non-exclusive licenses or non-perpetual exclusive licenses with respect to geographic area, fields of use and customized products for specific customers that would not result in a transfer of title of the licensed property under applicable law, all given in the ordinary course of Your business, and (d) sales of worn-out or obsolete Equipment not financed by Us provided that the fair market value of such Equipment does not exceed $50,000 in any fiscal year. In addition, none of You will, nor will You permit any of Your Subsidiaries to, enter into any agreement with any Person (other than Us) that restricts Your ability, or the ability of any of Your Subsidiaries, to transfer, sell, assign, grant a security interest in, hypothecate, permit or suffer to exist any Lien, or otherwise transfer any interest in or encumber any portion of Your properties or assets or those of any of Your Subsidiaries, including Your Intellectual Property. Without limiting the generality of the foregoing, none of You will sell, transfer, encumber or otherwise dispose of any ownership interest that You may have in any subsidiary. Notwithstanding the forgoing, nothing in this Agreement shall limit Your Subsidiaries from transferring any of such Subsidiaries properties or assets to You or any other borrower or Guarantor or such Subsidiary making any distributions to You or any other borrower or Guarantor.
K. DEFINITIONS: Section 21 is hereby amended by deleting the definitions of Revolving Loan, Revolving Loan Maturity Date and Table of Terms and replacing them as follows:
Revolving Loan means the loans in the maximum principal amount as stated in the Table of Terms Revolving Loan Facility Information under the caption Commitment Amount made to You by Us pursuant to the terms of this Agreement.
Revolving Loan Maturity Date means the First Amendment Closing Date.
Table of Terms means the table of terms on Page 1 and 2 of the Loan Agreement, and Page 2 of the First Amendment.
L. DEFINITIONS: Section 21 is hereby amended by adding the following definitions in alphabetical order:
First Amendment means that certain First Amendment to Plain English Loan and Security Agreement by and between You and Us, dated as of March 22, 2019.
First Amendment Closing Date means March 22, 2019.
Growth Capital Loan means the loans in the maximum principal amount as stated in the Table of Terms Growth Capital Loan Facility Information under the caption Commitment Amount made to You by Us pursuant to the terms of this Agreement.
Prepayment Fee has the meaning given to it in Section 9.