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`Exhibit 7
`(Filed Publicly
`Pursuant to Order)
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`Case 5:18-md-02834-BLF Document 871-12 Filed 04/21/23 Page 2 of 22
`Case 5:18-md-02834-BLF Document 871-12 Filed 04/21/23 Page 2 of 22
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`NATIVE DOCUMENT PLACEHOLDER
`
`Please review the native document BDE159684.msg
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`Confidential
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`BDE-00023293
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`
`
`Case 5:18-md-02834-BLF Document 871-12 Filed 04/21/23 Page 3 of 22
`
`From: Mike Weiss <mw@pweb.com>
`To: Jeffrey Gersh <jgersh@stubbsalderton.com>
`CC: Anthony Neumann <aneumann@brilliantdigital.com>
`BCC:
`Subject: 3 more - PWEB Amended & Restated Secured Promissory Notes
`Sent: 04/05/2021 06:02 PM
`Received: 04/05/2021 06:02 PM
`Attachments: GFS - BDE Secured Revolving Note.docx;PWeb - Amended and Restated BDE
`Note.docx;PersonalWeb Technologies - ECA - Note (3-6-14).docx
`
`From: Mike Weiss
`Sent: Monday, April 5, 2021 6:02 PM PDT
`To: Jeffrey Gersh
`CC: Anthony Neumann
`Subject: 3 more - PWEB Amended & Restated Secured Promissory Notes
`Attachments: PWeb - Amended and Restated BDE Note.docx, GFS - BDE Secured Revolving Note.docx,
`PersonalWeb Technologies - ECA - Note (3-6-14).docx
`
`I believe I also omitted these doc:s
`On Apr 5, 2021, at 5:14 PM, Mike Weiss <mw@pweb.com> wrote:
`<Secured Revolving Promissory Note (MW Signed).pdf>
`On Apr 5, 2021, at 5:10 PM, Mike Weiss <mw@pweb.com> wrote:
`<PersonalWeb - Fourth Amended and Restated Note (BDE) [Executed].pdf>
`<PersonalWeb - Fourth Amended and Restated Note (Monto) [Executed].pdf>
`<PersonalWeb - Third Amended and Restated Note (Claria) [Executed].pdf>
`<PersonalWeb - Third Amended and Restated Note (ECA) [Executed].pdf>
`<PersonalWeb - Third Amended and Restated Note (BDE).pdf>
`<PersonalWeb - Third Amended and Restated Note (Topodia).pdf>
`<PersonalWeb - Second Amended and Restated Note (Claria).pdf>
`<PersonalWeb - Second Amended and Restated Note (ECA).pdf>
`<AR Promissory Note-v3.docx>
`<PWeb - Amended and Restated Note (Claria).docx>
`<PWeb - Amended and Restated Note (ECA).docx>
`Mike Weiss
`PersonalWeb
`5380 Old Bullard Rd
`Suite 600-322
`Tyler, TX 75703
`mw@pweb.com
`903.884-0777 - office
`Visit us at www.PersonalWeb.com
`The information contained in this message and any attachments is intended for the
`exclusive use of the addressee. It may be privileged and confidential. If you are not the
`addressee any disclosure, reproduction, distribution, on-transmission, dissemination or use
`of the communication is strictly prohibited.
`
`
`
`Case 5:18-md-02834-BLF Document 871-12 Filed 04/21/23 Page 4 of 22
`Case 5:18-md-02834-BLF Document 871-12 Filed 04/21/23 Page 4 of 22
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`$3,000,000.00
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`Executed March __, 2016
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`Effective as of January 1, 2016
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`Los Angeles, California
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`GLOBALFILE SYSTEMS, INC
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`SECURED REVOLVING
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`PROMISSORY NOTE
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`INC., a
`the undersigned, GLOBAL FILE SYSTEMS,
`FOR VALUE RECEIVED,
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`Delaware corporation (the “Boerrower’), promises to pay to the order of BRILLIANT DIGITAL
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`ENTERTAINMENT,INC., a Delaware corporation (hereafter, together with any holder hereof,
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`called “Lender”’), immediately upon demand by Lender or, if no such demand is previously
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`made, on December 31, 2018 (the “Maturity Date”) (in accordance with the terms herein) at
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`such place as Lender may designate in writing to Borrower, in lawful money of the United States
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`of America, and in immediately available funds, such amount as may from time to time be (a)
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`advanced by Lender to Borrower, (b) paid by Lender on behalf of Borrower or (c) allocated to
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`Borrowerfor expenses incurred by Lender on behalf of Borrower (“Advances”), plus interest as
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`hereinafter provided. Such Advances may be endorsed on the Schedule of Advances attached
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`hereto. The Schedule of Advances will be updated on a quarterly basis to reflect the Advances
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`made during such quarter, but the failure to make such notations shall not affect the validity of
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`Borrower’s obligation to repay unpaid principal and interest hereunder.
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`Subject to the terms hereof, Lender may, in its absolute discretion, but shall not be
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`required to, make Advances to, or on behalf of, Borrower, up to a maximum principal amount of
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`$3,000,000.00 (the “Maximum Amount’). On or prior to the date of this Secured Revolving
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`Promissory Note (this “Nofe”), Lender has advanced funds to, or on behalf of, Borrower, which
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`funds constitute Advances within the meaning of this Note and shall be subject to repayment by
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`Borrower in accordance with the terms of this Note. When applicable, Borrower shall give
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`Lender irrevocable written notice requesting an Advance at least five (5) business days before
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`the date on which Borrower wishes to receive the Advance (unless a shorter period is consented
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`to by Lender). Notwithstanding any term or provision of this Note that may be construed to the
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`contrary, at no time shall Lender be required to make an Advance hereunderif (a) an Event of
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`Default (as defined below) shall have occurred; or (b) the Lender determines, in its absolute
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`discretion, not to make such Advance.
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`Interest shall accrue on the outstanding principal amount of each Advance from and after
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`the last day of the calendar quarter during which such Advance was made (as set forth on the
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`Schedule of Advancesattached hereto), until maturity or default as hereinafter provided,at a rate
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`per annumequalto ten percent (10%).
`If, however, an interest rate of ten percent (10%) is not
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`allowable under California law, then interest shall accrue on the principal amount of this Note
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`from time to time at a rate per annum equalto the highest maximum allowable percentage rate
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`under California law.
`Interest shall be computed on the daily outstanding principal balance
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`hereunder on the basis of a three hundred sixty (360)-day year, as the case may, counting the
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`numberofactual days elapsed. Theprincipal balance of all Advances then outstanding, together
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`4812-1 318-7887, v. 1
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`Confidential
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`BDE-00023294
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`
`
`Case 5:18-md-02834-BLF Document 871-12 Filed 04/21/23 Page 5 of 22
`Case 5:18-md-02834-BLF Document 871-12 Filed 04/21/23 Page 5 of 22
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`with all accrued but unpaid interest thereon shall be due and payable on the Maturity Date or on
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`such earlier date on which the maturity hereof is accelerated pursuant to the provisions hereof.
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`interest shall accrue on any
`From and after the occurrence of an Event of Default,
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`amounts past due hereunder (whether by acceleration, maturity or otherwise) at a rate to five
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`percent (5%) per annum in excess of the interest rate otherwise payable hereunder. All such
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`interest accruing on amounts past due hereunder shall be due and payable on demand.
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`The loan represented by this Note is a revolving credit line such that, during the term
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`hereof, Borrower may borrow (if Lender agrees to loan), repay and re-borrow (if Lender agrees
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`to loan) from time to time hereunder, subject to the terms and conditions set forth herein;
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`provided, however, that the aggregate principal amount outstanding hereunder may increase or
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`decrease, but shall never exceed the Maximum Amount. Borrower, at its option, may repay or
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`prepay all or any portion of the outstanding principal amount on the Advances, together with all
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`accrued and unpaid interest, at any time without penalty by giving Lender at least one (1)
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`business day’s prior written notice of any such prepayment. All payments received by Lender
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`shall be applied first, to fees, costs and expenses that may be due to Lender, second, to accrued
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`and unpaid interest under the Advances and third, to the outstanding principal balance of the
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`Advances.
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`Notwithstanding any provision to the contrary contained in this Note, Borrowershall not
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`be required to pay, and Lendershall not be permitted to collect any amountof interest in excess
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`of the maximum amount of interest permitted by law (“Excess Interest’). If any ExcessInterest
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`is provided for or determined by a court of competent jurisdiction to have been provided for in
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`this Note, then in such event: (a) the provisions of this paragraph shall govern and control; (b)
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`Borrower shall not be obligated to pay any Excess Interest; (c) any Excess Interest that Lender
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`may have received hereunder shall be, at Lender’s option, applied as a credit against the
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`outstanding principal balance of this Note or the accrued and unpaid interest (not to exceed the
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`maximum amount permitted by law), or refunded to the payor thereof, or any combination of the
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`foregoing;
`the interest rate provided for herein shall be automatically reduced to the
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`maximum lawful rate allowed from time to time under applicable law (the “Maximum Rate’),
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`and this Note shall be deemed to have been and shall be, reformed and modified to reflect such
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`reduction; and (e) Borrowershall not have any action against Lender for any damagesarising out
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`of the payment or collection of any Excess Interest. Notwithstanding the foregoing,if, for any
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`period of time, interest on this Note is calculated at the Maximum Rate rather than the applicable
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`rate under this Note, and thereafter the Maximum Rate exceeds the applicable rate, the rate of
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`interest payable on this Note shall become the Maximum Rate until Lender shall have received
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`the amount of interest which Lender would have received during such period on this Note had
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`the rate of interest not been limited to the Maximum Rate during such period.
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`Each of the following events shall constitute an “Event of Defaulf’ under this Note: (a)
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`failure of Borrower to pay any principal, interest or other amount due hereunder within five (5)
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`business days of the date due, or Borrower shall in any way fail to comply with the otherterms,
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`covenants or conditions contained in this Note, when such failure continues for a period of five
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`(5) days following notice thereof from Lender; (b) Borrower shall (1) commence a voluntary case
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`under the Bankruptcy Code of 1978, as amended or other federal bankruptcy law (as now or
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`hereafter in effect); (ii) file a petition seeking to take advantage of any other laws, domestic or
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`4812-1 318-7887, v. 1
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`Confidential
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`BDE-00023295
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`
`Case 5:18-md-02834-BLF Document 871-12 Filed 04/21/23 Page 6 of 22
`Case 5:18-md-02834-BLF Document 871-12 Filed 04/21/23 Page 6 of 22
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`insolvency, reorganization, winding up or composition for
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`adjustment of debts; (11) consent to or fail to contest in a timely and appropriate manner any
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`petition filed against it in an involuntary case under such bankruptcy laws or other laws; (iv)
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`apply for or consentto, or fail to contest in a timely and appropriate manner, the appointmentof,
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`or the taking of possession by, a receiver, custodian, trustee, or liquidator of Borroweror of a
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`substantial part of Borrower’s property, domestic or foreign; (v) admit in writing its inability to
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`pay its debts as they become due; (vi) make a general assignment for the benefit of creditors; or
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`(vii) make a conveyance fraudulent as to creditors under any state or federal law; or (c) a case or
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`other proceeding shall be commenced against Borrower in any court of competent jurisdiction
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`seeking (i) relief under the Bankruptcy Code of 1978, as amended or other federal bankruptcy
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`law (as now or hereafter in effect) or under any other laws, domestic or foreign, relating to
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`(ii)
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`appointment of a trustee, receiver, custodian, liquidator or the like for Borrower ofall or any
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`substantial part of its assets, domestic or foreign, and such proceeding shall not have been stayed
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`or dismissed within sixty (60) days.
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`Upon the occurrence of an Event of Default described in clause (a) of the definition
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`thereof, any andall of the obligations hereunder, at the option of Lender, exercisable in its sole
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`discretion, and without demand or notice of any kind, may be immediately declared, and
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`thereupon shall immediately be in default and due and payable and Lender may exercise any and
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`all rights and remedies available to it at law, in equity or otherwise. Upon the occurrence of an
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`Event of Default described in clause (b) or (c) of the definition thereof, any and all of the
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`obligations hereunder, without demandor notice of any kind, shall immediately be in default and
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`due and payable and Lender may exercise any andall rights and remedies available to it at law,
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`in equity or otherwise. Nothing in this paragraph shall limit the right of Lender to make demand,
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`at any time, with or without the occurrence of an Event of Default, for payment in full of all
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`amounts due hereunder.
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`Borrower agrees to pay all costs and expenses (including, without limitation, attorneys’
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`fees) incurred by Lender in connection with or related to this Note, or its enforcement, whether
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`or not suit be brought.
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`All payments of principal, interest and other amounts to be made by Borrower underthis
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`Note shall be made without any deduction, set-off or counterclaim whatsoever. The receipt of
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`any check or other item of payment by Lender shall not be considered a payment on this Note
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`until such check or other item of payment is honored at the drawee bank. Lender may delay the
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`credit of such payment until the funds become available and interest under this Note shall accrue
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`until the fundsare in fact collected.
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`The obligations represented by this Note are secured by, and Lenderis entitled to the
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`benefits of, that certain Pledge and General Security Agreement, dated as of March
`__, 2016, but
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`effective as of January 1, 2016, between Borrower and Lender (the “Security Agreement’).
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`Nothing herein shall be deemed to limit any of the terms or provisions of the Security Agreement
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`or any other present or future document,
`instrument or agreement, between Borrower and
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`Lender, and all of Lender’s rights and remedies hereunder and thereunder are cumulative.
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`Time is of the essence of this Note.
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`4812-1 318-7887, v. 1
`
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`
`Confidential
`
`
`
`BDE-00023296
`
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`
`
`Case 5:18-md-02834-BLF Document 871-12 Filed 04/21/23 Page 7 of 22
`Case 5:18-md-02834-BLF Document 871-12 Filed 04/21/23 Page 7 of 22
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`No delay or failure on the part of Lender in the exercise of any night or remedy shall
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`operate as a waiver thereof, and no single or partial exercise by Lender of any nght or remedy
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`shall preclude other or further exercise thereof or the exercise of any other right or remedy.
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`All amendments to this Note, and any waiver or consent of Lender, must be in writing
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`and signed by Lender and Borrower.
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`Borrower hereby waives notice of default, presentment or demand for payment, protest or
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`notice of nonpaymentor dishonor, and all other notices or demandsof any kind or character, and
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`to the fullest extent permitted by law,the right to invoke any statute of limitations as a defense to
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`any demand hereunder. No delay or failure on the part of Lender in the exercise of any right or
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`remedy shall operate as a waiver thereof and no single or partial exercise of any right or remedy
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`shall preclude other or further exercise thereof or the exercise of any other right or remedy.
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`Borrower acknowledgesthat this Note is executed as part of a commercial transaction and that
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`the proceeds of this Note will not be used for any personal or consumer purpose.
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`THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
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`WITH THE INTERNAL LAWS (AS OPPOSED TO THE CONFLICTS OF LAW
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`PROVISIONS) OF THE STATE OF CALIFORNIA, AS THE SAME MAY FROMTIME TO
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`TIME BE IN EFFECT. BORROWER HEREBY(a) IRREVOCABLY SUBMITS TO THE
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`JURISDICTION OF ANY FEDERAL COURT, OR AT THE OPTION OF LENDER, ANY
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`STATE COURT, LOCATED IN LOS ANGELES COUNTY, CALIFORNIA OVER ANY
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`CLAIMS OR DISPUTES BETWEEN BORROWER AND LENDER, PERTAINING
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`DIRECTLY OR INDIRECTLY TO THIS NOTE OR TO ANY MATTER ARISING
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`THEREFROM OR RELATING THERETO; (b) WAITVES PERSONAL SERVICE OF ANY
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`AND ALL PROCESS UPON BORROWER, AND CONSENTS SO THAT ALL SUCH
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`SERVICE OF PROCESS MAY BE MADE BY MESSENGER, CERTIFIED MAIL OR
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`REGISTERED MAIL AND SERVICE SOQ MADE SHALL BE DEEMED TO BE
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`COMPLETED UPON THE EARLIER OF ACTUAL RECEIPT OR THREE (3) DAYS AFTER
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`THE SAME SHALL HAVE BEEN POSTED TO BORROWER’S ADDRESS;
`(c)
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`IRREVOCABLY WAIVES,
`TO THE
`FULLEST
`EXTENT BORROWER MAY
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`EFFECTIVELY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO THE
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`MAINTENANCE OF ANY SUCH ACTION OR PROCEEDING;
`(d) AGREES THAT A
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`FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE
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`CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON
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`THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW; AND (e) AGREES
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`NOT TO INSTITUTE ANY LEGAL ACTION OR PROCEEDING AGAINST LENDER OR
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`ANY OF LENDER’S EMPLOYEES, AGENTS OR PROPERTY, CONCERNING ANY
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`MATTER ARISING OUT OF OR RELATING TO THIS NOTE IN ANY COURT OTHER
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`THAN ONE LOCATED IN LOS ANGELES COUNTY, CALIFORNIA. NOTHINGIN THIS
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`PARAGRAPH SHALL AFFECT OR IMPAIR LENDER’S RIGHT TO SERVE LEGAL
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`PROCESS IN ANY MANNER PERMITTED BY LAW OR LENDER’S RIGHT TO BRING
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`ANY ACTION OR PROCEEDING AGAINST BORROWER OR BORROWER’S PROPERTY
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`IN THE COURTS OF ANY OTHER JURISDICTION.
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`ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATING TO THIS
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`NOTE, ANY OTHER PRESENT OR FUTURE INSTRUMENT OR AGREEMENT
`
`4812-1 318-7887, v. 1
`
`
`
`
`
`Confidential
`
`
`
`
`
`BDE-00023297
`
`
`
`
`
`Case 5:18-md-02834-BLF Document 871-12 Filed 04/21/23 Page 8 of 22
`Case 5:18-md-02834-BLF Document 871-12 Filed 04/21/23 Page 8 of 22
`
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`BETWEEN LENDER AND BORROWER PERTAINING TO BORROWED MONEY, OR
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`ANY CONDUCT, ACTS OR OMISSIONS OF LENDER OR BORROWAR OR ANY OF
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`THEIR EMPLOYEES, AGENTS, ATTORNEYS OR ANY OTHER PERSONS AFILIATED
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`WITH LENDER OR BORROWER ARISING OUT OF THE TRANSACTIONS
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`CONTEMPLATED HEREBY,
`IN EACH OF THE FOREGOING CASES, WHETHER
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`SOUNDING IN CONTRACT OR TORT OR OTHERWISE, SHALL BE SETTLED BY
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`JUDICIAL REFERENCE PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE
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`SECTION 638 ET SHO. BEFORE A REFEREE SITTING WITHOUT A JURY, SUCH
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`REFEREE TO BE MUTUALLY ACCEPTABLE TO THE PARTIES OR,
`IF NO
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`AGREEMENT IS REACHED, BY A REFEREE APPOINTED BY THE PRESIDING JUDGE
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`OF THE CALIFORNIA SUPERIOR COURT FOR LOS ANGELES COUNTY.
`THIS
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`PARAGRAPH SHALL NOT RESTRICT A PARTY FROM EXERCISING REMEDIES
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`UNDER THE UNIFORM COMMERCIAL CQDE OR FROM’ EXERCISING PRE-
`
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`JUDGMENT REMEDIES UNDER APPLICABLE LAW.
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`THE FOREGOING WAIVERS HAVE BEEN MADE WITH THE ADVICE OF
`
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`COUNSEL AND WITH A FULL UNDERSTANDING OF THE LEGAL CONSEQUENCES
`
`THEREOF.
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`In the event any one or moreofthe provisions of this Note shall for any reason be held to
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`be invalid, illegal or unenforceable, the same shall not affect any other provision of this Note and
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`the remaining provisions of this Note shall remain in full force and effect.
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`This Note inures to and binds the heirs, successors and assigns of Borrower and Lender.
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`Lender may assign its rights under this Note. However, Borrower may not assign any rights or
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`obligations under this Note without Lender’s prior written consent.
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`All notices and other communications provided for hereunder shall be in writing and
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`shall be sent to Lender’s principal place of business or Borrower’s address set forth below its
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`signature hereto, as the case may be. All such notices and other communications shall be
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`effective when received.
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`IN WITNESS WHEREOEF,Borrowerhas executed and delivered this Note as of the date
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`first written aboveto be effective as of January 1, 2016.
`
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`
`GLOBAL FILE SYSTEMS, INC.
`
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`By:
`
`
`Name: Anthony Neumann
`
`
`Title: Director
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`
`Address for notices:
`
`
`
`13351 Riverside Drive, #442
`
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`
`Sherman Oaks, CA 91423
`
`
`Attn: Director
`
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`
`
`4812-1 318-7887, v. 1
`
`
`
`
`
`Confidential
`
`
`
`BDE-00023298
`
`
`
`
`
`Case 5:18-md-02834-BLF Document 871-12 Filed 04/21/23 Page 9 of 22
`Case 5:18-md-02834-BLF Document 871-12 Filed 04/21/23 Page 9 of 22
`
`
`SCHEDULE OF ADVANCES
`
`
`
`As of March
`
`—___?
`
`
`
`2016
`
`
`
`Date
`
`
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`
`Advance
`
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`
`Paid or Repaid
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`made by:
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`Balance
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`
`4812-1 318-7887, v. 1
`
`
`
`
`
`Confidential
`
`
`
`
`
`BDE-00023299
`
`
`
`
`
`Case 5:18-md-02834-BLF Document 871-12 Filed 04/21/23 Page 10 of 22
`Case 5:18-md-02834-BLF Document 871-12 Filed 04/21/23 Page 10 of 22
`
`$10,000,000
`
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`
`
`Effective as of October 4, 2011
`
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`
`
`Amendedand Restated as of February _, 2014
`
`
`Tyler, Texas
`
`
`
`
`PERSONAL WEB TECHNOLOGIES, LLC
`
`
`
`
`SECURED REVOLVING
`
`
`PROMISSORY NOTE
`
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`FOR VALUE RECEIVED,the undersigned, PERSONALWEB TECHNOLOGIES LLC,
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`a Texas limited liability company(the “Berrower”), promises to pay to the order of BRILLIANT
`
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`DIGITAL ENTERTAINMENT,INC., a Delaware corporation (hereafter, together with any holder
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`hereof, called “Lender”), immediately upon demand by Lenderor, if no such demandis previously
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`made, on December 31, 2014 (the “Maturity Date”) (in accordance with the terms herein) at such
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`place as Lender may designate in writing to Borrower,
`in lawful money of the United States of
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`America, and in immediately available funds, such amount as may from time to time be advanced
`
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`by Lender to Borrower pursuant to an Advance (as defined below) hereunder, plus interest as
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`hereinafter provided. Such Advances may be endorsed from time to time on the Schedule of
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`Advances attached hereto but the failure to make such notations shall not affect the validity of
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`Borrower's obligation to repay unpaid principal and interest hereunder.
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`in its absolute discretion, but shall not be
`Subject to the terms hereof, Lender may,
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`required to, make advances of funds available hereunder (‘Advances’) to Borrower, up to a
`
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`maximum principal amount of $10,000,000 (the “MaximumAmount’). On or prior to the date of
`
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`this Note, Lender has advanced funds to Borrower, which funds constitute Advances within the
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`meaning of this Note and shall be subject to repayment by Borrower in accordance with the
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`terms ofthis Note. Borrower shall sive Lender irrevocable written notice requesting an Advanceat
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`least five (5) business days before the date on which Borrower wishes to receive the Advance
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`(unless a shorter period is consented to by Lender). Notwithstanding any term or provision of
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`this Note that may be construed to the contrary, at no time shall Lender be required to make an
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`Advance hereunder if (a) an Event of Default (as defined below) shall have occurred: or (b) the
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`Lender determines, in its absolute discretion, not to make such Advance. This Note expressly
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`amends andrestates in its entirety that certain Secured Revolving Promissory Note, executed May
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`11, 2012 and effective as of October 4, 2011, executed by the Borrower for the benefit of the
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`Lender, having the Maximum Amountof $5,000,000.
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`From and after the date hereof (until maturity or default as hereinafter provided), interest
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`shall accrue on the principal amount of this Note that is outstanding from time to time at a rate
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`per annum equal to ten percent (10%). If, however, an interest rate of 10% is not allowable under
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`Texas law, then interest shall accrue on the principal amount of this Note from timeto time at
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`arate per annum equal to the highest maximum allowable percentage rate under Texas law. Interest
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`shall be computed on the daily outstanding principal balance hereunder on the basis of a 360 day
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`year, as the case may, counting the number of actual days clapsed. Interest shall accrue and be
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`payable quarterly. The principal balance of all Advances then outstanding, together with all accrued
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`but unpaid interest thereon shall be due and payable on the Maturity Date or on such earlier date
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`on which the maturity hereof is accelerated pursuant to the provisions hereof.
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`Confidential
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`BDE-00023300
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`Case 5:18-md-02834-BLF Document 871-12 Filed 04/21/23 Page 11 of 22
`Case 5:18-md-02834-BLF Document 871-12 Filed 04/21/23 Page 11 of 22
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`From and after the occurrence of an Event of Default, interest shall accrue on any amounts
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`past due hereunder (whether byacceleration, maturity or otherwise) at a rate to five percent (5%)
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`per annum in excess of the interest rate otherwise payable hereunder. All suchinterest accruing
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`on amounts past due hereunder shall be due and payable on demand.
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`The loan represented by this Note is a revolving credit line such that, during the term
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`hereof, Borrower may borrow (if Lender agrees to loan), repay and re-borrow (if Lender agrees to
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`loan) from time to time hereunder, subject to the terms and conditions set forth herein; provided,
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`however, that the aggregate principal amount outstanding hereunder mayincrease or decrease, but
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`shall never exceed the Maximum Amount. Borrower, at its option, may repay or prepayall or any
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`portion of the outstanding principal amount on the Advances, together with all accrued and unpaid
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`interest, at any time without penalty by giving Lenderat least one (1) business day’s prior written
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`notice of any such prepayment. All payments recetved by Lender shall be applied first, to fees,
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`costs and expenses that may be due to Lender, second, to accrued and unpaid interest under the
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`Advances and third, to the outstanding principal balance of the Advances.
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`Notwithstanding any provision to the contrary contained in this Note, Borrower shall not be
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`required to pay, and Lendershall not be permitted to collect any amount of interest in excess of the
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`maximum amount ofinterest permitted by law (“Excess Interest’). Ifany Excess Interest is provided
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`for or determined by a court of competent jurisdiction to have been provided for in this Note, then
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`in such event: (1) the provisions of this paragraph shall govern and control; (2) Borrower shall
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`not be obligated to pay any Excess Interest; (3) any Excess Interest that Lender may have received
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`hereunder shall be, at Lender’s option, applied as a credit against the outstanding principal balance
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`of this Note or the accrued and unpaid interest (not to exceed the maximum amount permitted by
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`law), or refunded to the payor thereof, or any combination of the