Common use of EXHIBIT A – COLLATERAL DESCRIPTION Clause in Contracts

EXHIBIT A – COLLATERAL DESCRIPTION. The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles (except as provided below), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and all Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, the Collateral does not include any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Bank’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property. Pursuant to the terms of a certain negative pledge arrangement with Bank, Borrower has agreed not to encumber any of its Intellectual Property without Bank’s prior written consent. EXHIBIT B COMPLIANCE STATEMENT TO: SILICON VALLEY BANK Date: FROM: PROGYNY, INC. Under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”), Borrower is in complete compliance for the period ending with all required covenants except as noted below. Attached are the required documents evidencing such compliance, setting forth calculations prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Please indicate compliance status by circling Yes/No under “Complies” column. Reporting Covenants Required Complies Monthly financial statements with Compliance Statement Monthly within 30 days Yes No Annual financial statements (CPA Audited) If audited required by Board, FYE within 180 days; otherwise, company prepared financial statements FYE within 60 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings and Deferred Revenue report Monthly within 30 days Yes No Borrowing Base Statement (including detailed AR ledger report) When a Streamline Period is not in effect, weekly on Friday of each week; and when a Streamline Period is in effect, monthly within 7 days of month end Yes No Board approved projections Within 30 days of later of Board Approval or FYE, and as amended/updated Yes No

Appears in 2 contracts

Samples: Loan and Security Agreement (Progyny, Inc.), Loan and Security Agreement (Progyny, Inc.)

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EXHIBIT A – COLLATERAL DESCRIPTION. The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles (except as provided below), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and all Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, the Collateral does not include any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Bank’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property. Pursuant to the terms of a certain negative pledge arrangement with Bank, Borrower has agreed not to encumber any of its Intellectual Property without Bank’s prior written consent. EXHIBIT B COMPLIANCE STATEMENT TO: SILICON VALLEY BANK Date: FROM: PROGYNY, INC. Under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”), Borrower is in complete compliance for the period ending with all required covenants except as noted below. Attached are the required documents evidencing such compliance, setting forth calculations prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Please indicate compliance status by circling Yes/No under “Complies” column. Reporting Covenants Required Complies Monthly financial statements with Compliance Statement Monthly within 30 days Yes No Annual financial statements (CPA Audited) If audited required by Board, FYE within 180 days; otherwise, company prepared financial statements FYE within 60 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings and Deferred Revenue report Monthly within 30 days Yes No Borrowing Base Statement (including detailed AR ledger report) When a Streamline Period is not in effect, weekly on Friday of each week; and when a Streamline Period is in effect, monthly within 7 days of month end Yes No Board approved projections Within 30 days of later of Board Approval or FYE, and as amended/updated Yes NoB

Appears in 2 contracts

Samples: Loan and Security Agreement (Blueprint Medicines Corp), Loan and Security Agreement (Sunshine Heart, Inc.)

EXHIBIT A – COLLATERAL DESCRIPTION. The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles (except as provided below), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and all Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, the Collateral does not include (a) any equity interests of Borrower in NewCo, (b) the Excluded Sublicenses, (c) any accounts directly resulting from the sale of the Payment-Bearing Products and any cash, royalty fees, revenues, proceeds or income directly resulting from any of the foregoing Payment-Bearing Products; provided, however, the Collateral shall include all cash deposited in accounts in Borrower's bank or securities accounts in Borrower's name, including transfers by NewCo to Borrower pursuant to Section 7.7(b)(ii) of the Commercialization Agreement, or (d) any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Bank’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property. Pursuant to the terms of a certain negative pledge arrangement with Bank, Borrower has agreed not to encumber any of its Intellectual Property without Bank’s prior written consent. EXHIBIT B COMPLIANCE STATEMENT TO: SILICON VALLEY BANK Date: FROM: PROGYNY, INC. Under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”), Borrower is in complete compliance for the period ending with all required covenants except as noted below. Attached are the required documents evidencing such compliance, setting forth calculations prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Please indicate compliance status by circling Yes/No under “Complies” column. Reporting Covenants Required Complies Monthly financial statements with Compliance Statement Monthly within 30 days Yes No Annual financial statements (CPA Audited) If audited required by Board, FYE within 180 days; otherwise, company prepared financial statements FYE within 60 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings and Deferred Revenue report Monthly within 30 days Yes No Borrowing Base Statement (including detailed AR ledger report) When a Streamline Period is not in effect, weekly on Friday of each week; and when a Streamline Period is in effect, monthly within 7 days of month end Yes No Board approved projections Within 30 days of later of Board Approval or FYE, and as amended/updated Yes NoB

Appears in 1 contract

Samples: Loan and Security Agreement (Collegium Pharmaceutical, Inc)

EXHIBIT A – COLLATERAL DESCRIPTION. The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles (except as provided below), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and all Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, the Collateral does not include include: (a) any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Bank’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property, or (b) more than sixty-five percent (65.0%) of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter. Pursuant to the terms of a certain negative pledge arrangement with Bank, Borrower has agreed not to encumber any of its Intellectual Property without Bank’s prior written consent. EXHIBIT B – LOAN PAYMENT/ADVANCE REQUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON EASTERN TIME Fax To: Date: LOAN PAYMENT: MATTERSIGHT CORPORATION MATTERSIGHT EUROPE HOLDING CORPORATION MATTERSIGHT INTERNATIONAL HOLDING, INC. From Account # To Account # (Deposit Account #) (Loan Account #) Principal $ and/or Interest $ Authorized Signature: Phone Number: Print Name/Title: LOAN ADVANCE: Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. From Account # To Account # (Loan Account #) (Deposit Account #) Amount of Advance $ All Borrower’s representations and warranties in the Loan and Security Agreement are true, correct and complete in all material respects on the date of the request for an advance; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date: Authorized Signature: Phone Number: Print Name/Title: OUTGOING WIRE REQUEST: Complete only if all or a portion of funds from the loan advance above is to be wired. Deadline for same day processing is noon, Eastern Time Beneficiary Name: Amount of Wire: $ Beneficiary Bank: Account Number: City and State: Beneficiary Bank Transit (ABA) #: Beneficiary Bank Code (Swift, Sort, Chip, etc.): (For International Wire Only) Intermediary Bank: Transit (ABA) #: For Further Credit to: Special Instruction: By signing below, I (we) acknowledge and agree that my (our) funds transfer request shall be processed in accordance with and subject to the terms and conditions set forth in the agreements(s) covering funds transfer service(s), which agreements(s) were previously received and executed by me (us). Authorized Signature: 2nd Signature (if required): Print Name/Title: Print Name/Title: Telephone #: Telephone #: EXHIBIT C COMPLIANCE STATEMENT CERTIFICATE TO: SILICON VALLEY BANK Date: FROM: PROGYNYMATTERSIGHT CORPORATION, MATTERSIGHT EUROPE HOLDING CORPORATION, AND MATTERSIGHT INTERNATIONAL HOLDING, INC. Under (jointly and severally, individually and collectively, “Borrower”) The undersigned authorized officer of Borrower certifies that under the terms and conditions of the Loan and Security Agreement between among Borrower and Bank (the “Agreement”), Borrower is in complete compliance for the period ending with all required covenants except as noted below. Attached are the required documents evidencing such compliance, setting forth calculations prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Please indicate compliance status by circling Yes/No under “Complies” column. Reporting Covenants Required Complies Monthly financial statements with Compliance Statement Monthly within 30 days Yes No Annual financial statements (CPA Audited) If audited required by Board, FYE within 180 days; otherwise, company prepared financial statements FYE within 60 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings and Deferred Revenue report Monthly within 30 days Yes No Borrowing Base Statement (including detailed AR ledger report) When a Streamline Period is not in effect, weekly on Friday of each week; and when a Streamline Period is in effect, monthly within 7 days of month end Yes No Board approved projections Within 30 days of later of Board Approval or FYE, and as amended/updated Yes No):

Appears in 1 contract

Samples: Loan and Security Agreement (Mattersight Corp)

EXHIBIT A – COLLATERAL DESCRIPTION. The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles (except as provided below), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and all Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, the Collateral does not include any Intellectual Property, URLS or domain names; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property, URLS or domain names. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property Property, URLS or domain names is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, URLS or domain names, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property Property, URLS or domain names to the extent necessary to permit perfection of Bank’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property, URLS or domain names. Pursuant to the terms of a certain negative pledge arrangement with Bank, Borrower has agreed not to encumber any of its Intellectual Property without Bank’s prior written consent. EXHIBIT B COMPLIANCE STATEMENT TO: SILICON VALLEY BANK Date: FROM: PROGYNY, INC. Under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”), Borrower is in complete compliance for the period ending with all required covenants except as noted below. Attached are the required documents evidencing such compliance, setting forth calculations prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Please indicate compliance status by circling Yes/No under “Complies” column. Reporting Covenants Required Complies Monthly financial statements with Compliance Statement Monthly within 30 days Yes No Annual financial statements (CPA Audited) If audited required by Board, FYE within 180 days; otherwise, company prepared financial statements FYE within 60 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings and Deferred Revenue report Monthly within 30 days Yes No Borrowing Base Statement (including detailed AR ledger report) When a Streamline Period is not in effect, weekly on Friday of each week; and when a Streamline Period is in effect, monthly within 7 days of month end Yes No Board approved projections Within 30 days of later of Board Approval or FYE, and as amended/updated Yes NoB

Appears in 1 contract

Samples: Loan and Security Agreement (Ooma Inc)

EXHIBIT A – COLLATERAL DESCRIPTION. The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles (except as provided below), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and all All Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, the Collateral does not include (i) any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Bank’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property; (ii) more than 65% of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter; and (iii) any rights of Borrower in any contract, license, right or other agreement if under the terms thereof, or any applicable law with respect thereto, the valid grant of a security interest therein to Bank is prohibited and such prohibition has not been waived or the consent of the other party to such contract or license has not been obtained or, under applicable law, such prohibition cannot be waived (collectively, the “Excluded Contract/License Rights”); provided, however, that upon the cessation of any such restriction or prohibition, such Excluded Contract/License Rights shall automatically become part of the Collateral; and provided further, however, that the “Excluded Contract/License Rights” shall not be interpreted (a) to apply to any contract, license, right or other agreement to the extent the applicable prohibition is ineffective or unenforceable under the UCC (including Sections 9-406 through 9-409 thereof) or any other applicable law, or (b) so as to limit, impair or otherwise affect Bank’ s unconditional continuing security interest in and Lien upon any rights or interests of Borrower in or to proceeds of the disposition of any property, or general intangibles consisting of rights to payment, or moneys due or to become due under any such contract, license, right or other agreement (including any Accounts). Pursuant to the terms of a certain negative pledge arrangement with Bank, Borrower has agreed not to encumber any of its Intellectual Property without Bank’s prior written consent. [Exhibit A] EXHIBIT B COMPLIANCE STATEMENT TO: SILICON VALLEY BANK Date: FROM: PROGYNY, INC. Under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”), Borrower is in complete compliance for the period ending with all required covenants except as noted below. Attached are the required documents evidencing such compliance, setting forth calculations prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Please indicate compliance status by circling Yes/No under “Complies” column. Reporting Covenants Required Complies Monthly financial statements with Compliance Statement Monthly within 30 days Yes No Annual financial statements (CPA Audited) If audited required by Board, FYE within 180 days; otherwise, company prepared financial statements FYE within 60 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings and Deferred Revenue report Monthly within 30 days Yes No Borrowing Base Statement (including detailed AR ledger report) When a Streamline Period is not in effect, weekly on Friday of each week; and when a Streamline Period is in effect, monthly within 7 days of month end Yes No Board approved projections Within 30 days of later of Board Approval or FYE, and as amended/updated Yes NoB

Appears in 1 contract

Samples: Loan and Security Agreement (Okta, Inc.)

EXHIBIT A – COLLATERAL DESCRIPTION. The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles (except as provided below), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, certificates of depositall Pledged CDs, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and all Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, the Collateral does not include any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Bank’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property. Pursuant to the terms of a certain negative pledge arrangement with Bank, Borrower has agreed not to encumber any of its Intellectual Property without Bank’s prior written consent. EXHIBIT B COMPLIANCE STATEMENT TO– LOAN PAYMENT/ADVANCE REQUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME* Fax To: SILICON VALLEY BANK Date: FROMLOAN PAYMENT: PROGYNYZILLOW, INC. Under From Account # To Account # (Deposit Account #) (Loan Account #) Principal $ and/or Interest $ Authorized Signature: Phone Number: Print Name/Title: LOAN ADVANCE: Complete Outgoing Wire Request section below if all or a portion of the terms funds from this loan advance are for an outgoing wire. From Account # To Account # (Loan Account #) (Deposit Account #) Amount of Advance $ All Borrower’s representations and conditions of warranties in the Loan and Security Agreement between Borrower are true, correct and complete in all material respects on the date of the request for an advance; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date: Authorized Signature: Phone Number: Print Name/Title: OUTGOING WIRE REQUEST: Complete only if all or a portion of funds from the loan advance above is to be wired. Deadline for same day processing is noon, Pacific Time Beneficiary Name: Amount of Wire: $ Beneficiary Bank: Account Number: City and State: Beneficiary Bank Transit (the “Agreement”)ABA) #: Beneficiary Bank Code (Swift, Borrower is in complete compliance for the period ending with all required covenants except as noted Sort, Chip, etc.): (For International Wire Only) Intermediary Bank: Transit (ABA) #: For Further Credit to: Special Instruction: By signing below. Attached are the required documents evidencing such compliance, setting forth calculations prepared I (we) acknowledge and agree that my (our) funds transfer request shall be processed in accordance with GAAP consistently applied from one period and subject to the next except as explained in an accompanying letter or footnotes. Capitalized terms used but not otherwise defined herein shall have the meanings given them and conditions set forth in the Agreementagreements(s) covering funds transfer service(s), which agreements(s) were previously received and executed by me (us). Please indicate compliance status by circling YesAuthorized Signature: 2nd Signature (if required): Print Name/No under “Complies” columnTitle: Print Name/Title: Telephone #: Telephone #: * Unless otherwise provided for an Advance bearing interest at LIBOR. Reporting Covenants Required Complies Monthly financial statements with Compliance Statement Monthly within 30 days Yes No Annual financial statements (CPA Audited) If audited required by BoardEXHIBIT C BORROWING BASE CERTIFICATE Borrower: ZILLOW, FYE within 180 days; otherwise, company prepared financial statements FYE within 60 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings and Deferred Revenue report Monthly within 30 days Yes No Borrowing Base Statement (including detailed AR ledger report) When a Streamline Period is not in effect, weekly on Friday of each week; and when a Streamline Period is in effect, monthly within 7 days of month end Yes No Board approved projections Within 30 days of later of Board Approval or FYE, and as amended/updated Yes NoINC. Lender: Silicon Valley Bank Commitment Amount: $4,000,000 ACCOUNTS RECEIVABLE

Appears in 1 contract

Samples: Loan and Security Agreement (Zillow Inc)

EXHIBIT A – COLLATERAL DESCRIPTION. The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles (except as provided below), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and all Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, the Collateral does not include (a) more than sixty-five percent (65.0%) of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter, and (b) any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Bank’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property. Pursuant to the terms of a certain negative pledge arrangement with Bank, Borrower has agreed not to encumber any of its Intellectual Property without Bank’s prior written consent. EXHIBIT B – LOAN PAYMENT/ADVANCE REQUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax To: Date: LOAN PAYMENT: Fastly, Inc. From Account # To Account # (Deposit Account #) Principal $ (Loan Account #) and/or Interest $ Authorized Signature: Phone Number: Print Name/Title: LOAN ADVANCE: Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. From Account # To Account # (Loan Account #) (Deposit Account #) Amount of Term Loan Advance $ Borrower elects: Interest Rate Option A Interest Rate Option B Interest Rate Option C All Borrower’s representations and warranties in the Second Amended and Restated Loan and Security Agreement are true, correct and complete in all material respects on the date of the request for an advance; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date: Authorized Signature: Phone Number: Print Name/Title: OUTGOING WIRE REQUEST: Complete only if all or a portion of funds from the loan advance above is to be wired. Deadline for same day processing is noon, Pacific Time Beneficiary Name: Amount of Wire: $ Beneficiary Bank: Account Number: City and State: Beneficiary Bank Transit (ABA) #: Beneficiary Bank Code (Swift, Sort, Chip, etc.): (For International Wire Only) Intermediary Bank: Transit (ABA) #: For Further Credit to: Special Instruction: By signing below, I (we) acknowledge and agree that my (our) funds transfer request shall be processed in accordance with and subject to the terms and conditions set forth in the agreements(s) covering funds transfer service(s), which agreements(s) were previously received and executed by me (us). Authorized Signature: 2nd Signature (if required): Print Name/Title: Print Name/Title: Telephone #: Telephone #: EXHIBIT C COMPLIANCE STATEMENT CERTIFICATE TO: SILICON VALLEY BANK Date: FROM: PROGYNYFASTLY, INC. Under The undersigned authorized officer of FASTLY, INC. (“Borrower”) certifies that under the terms and conditions of the Second Amended and Restated Loan and Security Agreement between Borrower and Bank (as amended, the “Agreement”), Borrower is in complete compliance for the period ending with all required covenants except as noted below. Attached are the required documents evidencing such compliance, setting forth calculations prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Please indicate compliance status by circling Yes/No under “Complies” column. Reporting Covenants Required Complies Monthly financial statements with Compliance Statement Monthly within 30 days Yes No Annual financial statements (CPA Audited) If audited required by Board, FYE within 180 days; otherwise, company prepared financial statements FYE within 60 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings and Deferred Revenue report Monthly within 30 days Yes No Borrowing Base Statement (including detailed AR ledger report) When a Streamline Period is not in effect, weekly on Friday of each week; and when a Streamline Period is in effect, monthly within 7 days of month end Yes No Board approved projections Within 30 days of later of Board Approval or FYE, and as amended/updated Yes No):

Appears in 1 contract

Samples: Loan and Security Agreement (Fastly, Inc.)

EXHIBIT A – COLLATERAL DESCRIPTION. The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles (except as provided below), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and all Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, the Collateral does not include any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Bank’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property. Pursuant to the terms of a certain negative pledge arrangement with Bank, Borrower has agreed not to encumber any of its Intellectual Property without Bank’s prior written consent. EXHIBIT B COMPLIANCE STATEMENT TO: SILICON VALLEY BANK FORM OF NOTICE OF BORROWING CONTROL 4 CORPORATION Date: FROMTo: PROGYNYSilicon Valley Bank 0000 Xxxxxx Xxxxx Xxxxx Xxxxx, INC. Under the terms XX 00000 Attention: Corporate Services Department RE: Amended and conditions of the Restated Loan and Security Agreement between Borrower and Bank dated as of , 2013 (as amended, modified, supplemented or restated from time to time, the “Loan Agreement”), Borrower is in complete compliance for the period ending by and between SILICON VALLEY BANK, a California corporation with all required covenants except as noted below. Attached are the required documents evidencing such compliancea loan production office located at 0000 Xxxx Xxxxxxxxxx Xxxxxxx, setting forth calculations prepared in accordance with GAAP consistently applied from one period Xxxxx 000, Xxxx Xxxx Xxxx, Xxxx 00000 (“Bank”), and CONTROL 4 CORPORATION, a Delaware corporation (“Borrower”) Ladies and Gentlemen: The undersigned refers to the next except Loan Agreement, the terms defined therein and used herein as explained in an accompanying letter or footnotes. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Please indicate compliance status by circling Yes/No under “Complies” column. Reporting Covenants Required Complies Monthly financial statements with Compliance Statement Monthly within 30 days Yes No Annual financial statements (CPA Audited) If audited required by Board, FYE within 180 days; otherwise, company prepared financial statements FYE within 60 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings and Deferred Revenue report Monthly within 30 days Yes No Borrowing Base Statement (including detailed AR ledger report) When a Streamline Period is not in effect, weekly on Friday of each week; and when a Streamline Period is in effect, monthly within 7 days of month end Yes No Board approved projections Within 30 days of later of Board Approval or FYEso defined, and as amended/updated Yes Nohereby gives you notice irrevocably, pursuant to Section 3.4 of the Loan Agreement, of the borrowing of an Advance.

Appears in 1 contract

Samples: Loan and Security Agreement (Control4 Corp)

EXHIBIT A – COLLATERAL DESCRIPTION. The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles (except as provided below), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and all Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, the Collateral does not include any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Bank’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property. Pursuant to the terms of a certain negative pledge arrangement with Bank, Borrower has agreed not to encumber any of its Intellectual Property (other than in respect of Permitted Liens) without Bank’s prior written consent. EXHIBIT B COMPLIANCE STATEMENT TO– LOAN PAYMENT/ADVANCE REQUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON EASTERN TIME Fax To: SILICON VALLEY BANK Date: FROMLOAN PAYMENT: PROGYNYAEGERION PHARMACEUTICALS, INC. Under the terms and conditions of the From Account # (Deposit Account #) Principal $ Authorized Signature: Print Name/Title: To Account # (Loan and Security Agreement between Borrower and Bank (the “Agreement”), Borrower is in complete compliance for the period ending with all required covenants except as noted below. Attached are the required documents evidencing such compliance, setting forth calculations prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Please indicate compliance status by circling Yes/No under “Complies” column. Reporting Covenants Required Complies Monthly financial statements with Compliance Statement Monthly within 30 days Yes No Annual financial statements (CPA AuditedAccount #) If audited required by Board, FYE within 180 days; otherwise, company prepared financial statements FYE within 60 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings and Deferred Revenue report Monthly within 30 days Yes No Borrowing Base Statement (including detailed AR ledger report) When a Streamline Period is not in effect, weekly on Friday of each week; and when a Streamline Period is in effect, monthly within 7 days of month end Yes No Board approved projections Within 30 days of later of Board Approval or FYE, and as amended/updated Yes Noand/or Interest $ Phone Number:

Appears in 1 contract

Samples: Loan and Security Agreement (Aegerion Pharmaceuticals, Inc.)

EXHIBIT A – COLLATERAL DESCRIPTION. The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles (except as provided below), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and all Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, the Collateral does not include include: (a) any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Bank’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property; or (b) more than sixty-five percent (65%) of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary in existence as of the Effective Date and disclosed to Bank, which shares entitle the holder thereof to vote for directors or any other matter. Pursuant to the terms of a certain negative pledge arrangement with Bank, Borrower has agreed not to encumber any of its Intellectual Property without Bank’s prior written consent. EXHIBIT B COMPLIANCE STATEMENT TO: SILICON VALLEY BANK Date: FROM: PROGYNY, INC. Under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”), Borrower is in complete compliance for the period ending with all required covenants except as noted below. Attached are the required documents evidencing such compliance, setting forth calculations prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Please indicate compliance status by circling Yes/No under “Complies” column. Reporting Covenants Required Complies Monthly financial statements with Compliance Statement Monthly within 30 days Yes No Annual financial statements (CPA Audited) If audited required by Board, FYE within 180 days; otherwise, company prepared financial statements FYE within 60 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings and Deferred Revenue report Monthly within 30 days Yes No Borrowing Base Statement (including detailed AR ledger report) When a Streamline Period is not in effect, weekly on Friday of each week; and when a Streamline Period is in effect, monthly within 7 days of month end Yes No Board approved projections Within 30 days of later of Board Approval or FYE, and as amended/updated Yes No.

Appears in 1 contract

Samples: Loan and Security Agreement (Mattersight Corp)

EXHIBIT A – COLLATERAL DESCRIPTION. The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles (except as provided below), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and all Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, the Collateral does not include (i) any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Bank’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual PropertyProperty or (ii) or more than 65% of the issued and outstanding voting capital stock of any Subsidiary that is organized in a jurisdiction other than the United States or any state or territory thereof. Pursuant to the terms of a certain negative pledge arrangement with Bank, Borrower has agreed not to encumber any of its Intellectual Property without Bank’s prior written consent. EXHIBIT B COMPLIANCE STATEMENT TO: SILICON VALLEY BANK Date: FROM: PROGYNYFORM OF NOTICE OF BORROWING IMPINJ, INC. Under the terms and conditions of the Loan and Security Agreement between Borrower and Date: TO: Silicon Valley Bank (the “Agreement”)0000 Xxxxxx Xxxxx Xxxxx Xxxxx, Borrower is in complete compliance for the period ending with all required covenants except as noted below. Attached are the required documents evidencing such compliance, setting forth calculations prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Please indicate compliance status by circling Yes/No under “Complies” column. Reporting Covenants Required Complies Monthly financial statements with Compliance Statement Monthly within 30 days Yes No Annual financial statements (CPA Audited) If audited required by Board, FYE within 180 days; otherwise, company prepared financial statements FYE within 60 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings and Deferred Revenue report Monthly within 30 days Yes No Borrowing Base Statement (including detailed AR ledger report) When a Streamline Period is not in effect, weekly on Friday of each week; and when a Streamline Period is in effect, monthly within 7 days of month end Yes No Board approved projections Within 30 days of later of Board Approval or FYE, and as amended/updated Yes NoXX 00000 Attention: Xxxxx Xxxxxxxx Email:

Appears in 1 contract

Samples: Loan and Security Agreement (Impinj Inc)

EXHIBIT A – COLLATERAL DESCRIPTION. The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles (except as provided below), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and all Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, the Collateral does not include (a) any Excluded Assets and (b) any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Bank’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property. Pursuant to the terms of a certain negative pledge arrangement with Bank, Borrower has agreed not to encumber any of its Intellectual Property without Bank’s prior written consent. EXHIBIT B COMPLIANCE STATEMENT TO: SILICON VALLEY BANK Date: FROM: PROGYNYFORM OF NOTICE OF BORROWING TENABLE NETWORK SECURITY, INC. Under the terms and conditions of the Date: To: Silicon Valley Bank 0000 Xxxxxx Xxxxx Xxxxx Xxxxx, XX 00000 Attention: CFD Operations Email: XXXXxxxxxxxxx@xxx.xxx RE: Loan and Security Agreement dated as of May , 2017 (as amended, modified, supplemented or restated from time to time, the “Loan Agreement”), by and between Borrower Tenable Network Security, Inc. (“Borrower”), and Silicon Valley Bank (the “AgreementBank), Borrower is in complete compliance for the period ending with all required covenants except as noted below. Attached are the required documents evidencing such compliance, setting forth calculations prepared in accordance with GAAP consistently applied from one period ) Ladies and Gentlemen: The undersigned refers to the next except Loan Agreement, the terms defined therein and used herein as explained in an accompanying letter or footnotes. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Please indicate compliance status by circling Yes/No under “Complies” column. Reporting Covenants Required Complies Monthly financial statements with Compliance Statement Monthly within 30 days Yes No Annual financial statements (CPA Audited) If audited required by Board, FYE within 180 days; otherwise, company prepared financial statements FYE within 60 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings and Deferred Revenue report Monthly within 30 days Yes No Borrowing Base Statement (including detailed AR ledger report) When a Streamline Period is not in effect, weekly on Friday of each week; and when a Streamline Period is in effect, monthly within 7 days of month end Yes No Board approved projections Within 30 days of later of Board Approval or FYEso defined, and as amended/updated Yes Nohereby gives you notice irrevocably, pursuant to Section 3.4(a) of the Loan Agreement, of the borrowing of an Advance.

Appears in 1 contract

Samples: Loan and Security Agreement (Tenable Holdings, Inc.)

EXHIBIT A – COLLATERAL DESCRIPTION. The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles (except as provided below), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and all Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, the Collateral does not include any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Bank’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property. Pursuant to the terms of a certain negative pledge arrangement with Bank, Borrower has agreed not to encumber any of its Intellectual Property without Bank’s prior written consent. EXHIBIT B COMPLIANCE STATEMENT TO: SILICON VALLEY BANK Date: :____________________________ FROM: PROGYNYZOOM TELEPHONICS, INC. and MINIM INC. (individually and collectively, the “ Borrower” ) Under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”), (1) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below. Attached are the required documents evidencing such compliance, setting forth calculations prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Please indicate compliance status by circling Yes/No under “Complies” column. Reporting Covenants Required Complies Monthly financial statements with Compliance Statement Monthly within 30 days Yes No Annual financial statements (CPA Audited) If audited required by Board, FYE within 180 days; otherwise, company prepared financial statements FYE within 60 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R & R, A/P Agings and Agings, Inventory Report & Sell Through Report Monthly within 30 days Yes No Deferred Revenue report Monthly within 30 days Yes No Borrowing Base Statement (including detailed AR ledger report) When a Streamline Period is not in effect, weekly on Friday of each week; and when a Streamline Period is in effect, monthly Statements Monthly within 7 days of month end Yes No Board approved projections Within 30 60 days after the last day of later each fiscal year of Board Approval or FYE, and as amended/updated Borrower Yes No

Appears in 1 contract

Samples: Loan and Security Agreement (Zoom Telephonics, Inc.)

EXHIBIT A – COLLATERAL DESCRIPTION. The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles (except as provided below), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and all Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, the Collateral does not include (a) more than sixty-five percent (65.0%) of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter, or (b) any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Bank’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property. Pursuant to the terms of a certain negative pledge arrangement with Bank, Borrower has agreed not to encumber any of its Intellectual Property without Bank’s prior written consent. EXHIBIT B COMPLIANCE STATEMENT TO: SILICON VALLEY BANK Date: FROM: PROGYNYFORM OF NOTICE OF BORROWING ELECTRO SCIENTIFIC INDUSTRIES, INC. Under the terms and conditions of the Date: ______________ To: Silicon Valley Bank 0000 Xxxxxx Xxxxx Xxxxx Xxxxx, XX 00000 Attn: CFD Operations Email: XXXXxxxxxxxxx@xxx.xxx XXxxxxxx@xxx.xxx Re: Loan and Security Agreement between Borrower and Bank dated as of [_____________], 2015 (as amended, modified, supplemented or restated from time to time, the “Loan Agreement”), by and between (a) ELECTRO SCIENTIFIC INDUSTRIES, INC., an Oregon corporation (“Borrower”), and (b) SILICON VALLEY BANK (the “Bank”) Ladies and Gentlemen: The undersigned refers to the Loan Agreement, the terms defined therein and used herein as so defined, and hereby gives you notice irrevocably, pursuant to Section 3.4(a) of the Loan Agreement, of the borrowing of an Advance. The Funding Date Advance requests for LIBOR Advances must be submitted by 12:00 pm Pacific time at least three (3) Business Days prior to Funding Date. Advance requests for Prime Rate Advances must be submitted by 12:00 pm Pacific time on the Funding Date., which shall be a Business Day, of the requested borrowing is _______________. The aggregate amount of the requested Advance is $_____________. The requested Advance shall consist of $___________ of Prime Rate Advances and $___________ of LIBOR Advances (provided that during any Off-Streamline Period, Borrower is in complete compliance shall only request Prime Rate Advances). The duration of the Interest Period for the period ending with all required covenants except as noted belowLIBOR Advances included in the requested Advance shall be __________ months. Attached The undersigned hereby certifies that the following statements are true on the required documents evidencing such compliancedate hereof, setting forth calculations prepared in accordance with GAAP consistently applied from one period and will be true on the date of the proposed Advance before and after giving effect thereto, and to the next except application of the proceeds therefrom, as explained in an accompanying letter or footnotes. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Please indicate compliance status by circling Yes/No under “Complies” column. Reporting Covenants Required Complies Monthly financial statements with Compliance Statement Monthly within 30 days Yes No Annual financial statements (CPA Audited) If audited required by Board, FYE within 180 days; otherwise, company prepared financial statements FYE within 60 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings and Deferred Revenue report Monthly within 30 days Yes No Borrowing Base Statement (including detailed AR ledger report) When a Streamline Period is not in effect, weekly on Friday of each week; and when a Streamline Period is in effect, monthly within 7 days of month end Yes No Board approved projections Within 30 days of later of Board Approval or FYE, and as amended/updated Yes Noapplicable:

Appears in 1 contract

Samples: Loan and Security Agreement (Electro Scientific Industries Inc)

EXHIBIT A – COLLATERAL DESCRIPTION. The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles (except as provided below), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and all Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, the Collateral does not include (a) rights held by Borrower as licensee under the Stanford License Agreement that are not assignable by their terms without the consent of the licensor thereof (but only to the extent such restriction on assignment is enforceable under applicable law) or (b) any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Bank’s Agent’s, for the ratable benefit of the Lenders, security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property. Pursuant to the terms of a certain negative pledge arrangement with BankAgent and the Lenders, Borrower has agreed not to encumber any of its Intellectual Property without BankAgent’s and the Lenders’ prior written consent. EXHIBIT B COMPLIANCE STATEMENT TO: SILICON VALLEY BANK Date: FROM: PROGYNY, INC. Under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”), Borrower is in complete compliance for the period ending with all required covenants except as noted below. Attached are the required documents evidencing such compliance, setting forth calculations prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Please indicate compliance status by circling YesCERTIFICATE [***] EXHIBIT C LOAN PAYMENT/No under “Complies” column. Reporting Covenants Required Complies Monthly financial statements with Compliance Statement Monthly within 30 days Yes No Annual financial statements (CPA Audited) If audited required by Board, FYE within 180 days; otherwise, company prepared financial statements FYE within 60 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings and Deferred Revenue report Monthly within 30 days Yes No Borrowing Base Statement (including detailed AR ledger report) When a Streamline Period is not in effect, weekly on Friday of each week; and when a Streamline Period is in effect, monthly within 7 days of month end Yes No Board approved projections Within 30 days of later of Board Approval or FYE, and as amended/updated Yes NoADVANCE REQUEST FORM [***] EXHIBIT D FORM OF DISBURSEMENT LETTER

Appears in 1 contract

Samples: Loan and Security Agreement (Eidos Therapeutics, Inc.)

EXHIBIT A – COLLATERAL DESCRIPTION. The Collateral consists of all of Borrower’s Co-Borrowers’ right, title and interest in and to the following personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles (except as provided below), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and all Borrower’s Co-Borrowers’ Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, the Collateral does not include any of the following: (a) Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property. If ; provided that if a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Bank’s security interest in such Accounts and such other property of a Co-Borrower that are proceeds of the Intellectual Property. Pursuant ; (b) more than 65% of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by a Co-Borrower of any Foreign Subsidiary or FSHCO which shares entitle the holder thereof to vote for directors or any other matter; (c) any intent-to-use trademarks at all times prior to the first use thereof, whether by the actual use thereof in commerce, the recording of a statement of use with the United States Patent and Trademark Office or otherwise; (d) any interest of a Co-Borrower as a lessee or sublessee under a real property lease; (e) rights held under a license that are not assignable by their terms without the consent of the licensor thereof (but only to the extent such restriction on assignment is enforceable under applicable law); or (f) any interest of a Co-Borrower as a lessee under an Equipment lease if a Co-Borrower is prohibited by the terms of such lease from granting a certain negative pledge arrangement with security interest in such lease or under which such an assignment or Lien would cause a default to occur under such lease; provided, however, that upon termination of such prohibition, such interest shall immediately become Collateral without any action by such Co-Borrower or Bank, Borrower has agreed not to encumber any of its Intellectual Property without Bank’s prior written consent. EXHIBIT B COMPLIANCE STATEMENT TO: SILICON VALLEY BANK Date: FROM: PROGYNY, INC. Under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”), Borrower is in complete compliance for the period ending with all required covenants except as noted below. Attached are the required documents evidencing such compliance, setting forth calculations prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Please indicate compliance status by circling Yes/No under “Complies” column. Reporting Covenants Required Complies Monthly financial statements with Compliance Statement Monthly within 30 days Yes No Annual financial statements (CPA Audited) If audited required by Board, FYE within 180 days; otherwise, company prepared financial statements FYE within 60 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings and Deferred Revenue report Monthly within 30 days Yes No Borrowing Base Statement (including detailed AR ledger report) When a Streamline Period is not in effect, weekly on Friday of each week; and when a Streamline Period is in effect, monthly within 7 days of month end Yes No Board approved projections Within 30 days of later of Board Approval or FYE, and as amended/updated Yes No.

Appears in 1 contract

Samples: Loan and Security Agreement (Savara Inc)

EXHIBIT A – COLLATERAL DESCRIPTION. The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles (except as provided below), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and all Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, the Collateral does not include any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Bank’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property. Pursuant to the terms of a certain negative pledge arrangement with Bank, Borrower has agreed not to encumber any of its Intellectual Property without Bank’s prior written consent. EXHIBIT B COMPLIANCE STATEMENT TO: SILICON VALLEY BANK FORM OF NOTICE OF BORROWING BRIGHTCOVE INC. Date: FROM______________ To: PROGYNYSilicon Valley Bank 3000 Xxxxxx Xxxxx Xxxxx Xxxxx, INC. Under the terms XX 00000 Attention: CFD Operations Email: CXXXxxxxxxxxx@xxx.xxx; SXxxxxxx@xxx.xxx Re: Amended and conditions of the Restated Loan and Security Agreement dated as of ______________, 2015 (as amended, modified, supplemented or restated from time to time, the “Loan Agreement”), by and between Borrower Brightcove Inc. (“Borrower”), and Silicon Valley Bank (the “AgreementBank), Borrower is in complete compliance for the period ending with all required covenants except as noted below. Attached are the required documents evidencing such compliance, setting forth calculations prepared in accordance with GAAP consistently applied from one period ) Ladies and Gentlemen: The undersigned refers to the next except Loan Agreement, the terms defined therein and used herein as explained in an accompanying letter or footnotes. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Please indicate compliance status by circling Yes/No under “Complies” column. Reporting Covenants Required Complies Monthly financial statements with Compliance Statement Monthly within 30 days Yes No Annual financial statements (CPA Audited) If audited required by Board, FYE within 180 days; otherwise, company prepared financial statements FYE within 60 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings and Deferred Revenue report Monthly within 30 days Yes No Borrowing Base Statement (including detailed AR ledger report) When a Streamline Period is not in effect, weekly on Friday of each week; and when a Streamline Period is in effect, monthly within 7 days of month end Yes No Board approved projections Within 30 days of later of Board Approval or FYEso defined, and as amended/updated Yes Nohereby gives you notice irrevocably, pursuant to Section 3.4(a) of the Loan Agreement, of the borrowing of an Advance.

Appears in 1 contract

Samples: Loan and Security Agreement (Brightcove Inc)

EXHIBIT A – COLLATERAL DESCRIPTION. EXHIBIT A The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles (except as provided below)general intangibles, commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and all Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, the Collateral does not include (a) more than 65% of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter or (b) any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Bank’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property. Pursuant Borrower and Bank are parties to the terms of a that certain negative pledge arrangement whereby Borrower, in connection with Bank’s loan(s) to Borrower, Borrower has agreed not to sell, transfer, assign, mortgage, pledge, lease, grant a security interest in, or encumber any of its Intellectual Property without Bank’s prior written consent. EXHIBIT B COMPLIANCE STATEMENT TO: SILICON VALLEY BANK Date: FROM: PROGYNY, INC. Under the terms SIXTH AMENDMENT AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This Sixth Amendment to Amended and conditions of the Restated Loan and Security Agreement between Borrower (this “Amendment”) is entered into this 24th day of January, 2014, by and among Silicon Valley Bank (the AgreementBank”), Borrower is in complete compliance for the period ending with all required covenants except as noted below. Attached are the required documents evidencing such complianceFireEye, setting forth calculations prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Please indicate compliance status by circling Yes/No under Inc., a Delaware corporation (Complies” column. Reporting Covenants Required Complies Monthly financial statements with Compliance Statement Monthly within 30 days Yes No Annual financial statements (CPA Audited) If audited required by Board, FYE within 180 days; otherwise, company prepared financial statements FYE within 60 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings and Deferred Revenue report Monthly within 30 days Yes No Borrowing Base Statement (including detailed AR ledger report) When a Streamline Period is not in effect, weekly on Friday of each week; and when a Streamline Period is in effect, monthly within 7 days of month end Yes No Board approved projections Within 30 days of later of Board Approval or FYEParent”), and as amended/updated Yes NoFireEye International, LLC, a Delaware limited liability company (“International” and together with Parent, individually and collectively, jointly and severally, “Borrower”).

Appears in 1 contract

Samples: Loan and Security Agreement (FireEye, Inc.)

EXHIBIT A – COLLATERAL DESCRIPTION. The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles (except as provided below), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and all Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, the Collateral does not include (i) any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property. If ; provided, further, that if a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Bank’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property, (ii) more than sixty five percent (65.0%) of the presently existing and hereafter arising issued and outstanding shares of any class of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter, (iii) twenty percent (20.0%) of all royalties, revenues, milestone payments, progress payments and other proceeds payable to Borrower and/or its Affiliates pursuant to the GSK and Xxxxxxx Agreements (as in effect on the Effective Date) and (iv) one-half of one percent (0.50%) of HerpV Net Sales (as defined in the Revenue Interests Assignment Agreement as in effect on the Effective Date). Pursuant to the terms of a certain negative pledge arrangement with Bank, Borrower has agreed not to encumber any of its Intellectual Property without Bank’s prior written consent. 5741777v2 EXHIBIT B COMPLIANCE STATEMENT TO: SILICON VALLEY BANK Date: FROM: PROGYNY, INC. Under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”), Borrower is in complete compliance for the period ending with all required covenants except as noted below. Attached are the required documents evidencing such compliance, setting forth calculations prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Please indicate compliance status by circling Yes/No under “Complies” column. Reporting Covenants Required Complies Monthly financial statements with Compliance Statement Monthly within 30 days Yes No Annual financial statements (CPA Audited) If audited required by Board, FYE within 180 days; otherwise, company prepared financial statements FYE within 60 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings and Deferred Revenue report Monthly within 30 days Yes No Borrowing Base Statement (including detailed AR ledger report) When a Streamline Period is not in effect, weekly on Friday of each week; and when a Streamline Period is in effect, monthly within 7 days of month end Yes No Board approved projections Within 30 days of later of Board Approval or FYE, and as amended/updated Yes NoB

Appears in 1 contract

Samples: Loan and Security Agreement (Agenus Inc)

EXHIBIT A – COLLATERAL DESCRIPTION. The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles (except as provided below), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and all Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, the Collateral does not include (a) more than sixty-five percent (65%) of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of Austrian Subsidiary which shares entitle the holder thereof to vote for directors or any other matter, or (b) any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Bank’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property. Pursuant to the terms of a certain negative pledge arrangement with Bank, Borrower has agreed not to encumber any of its Intellectual Property without Bank’s prior written consent. EXHIBIT B - LOAN PAYMENT/ADVANCE REQUEST FORM DEADLINE FOR SAME DAY PROCESSING IS 3P.M. EASTERN TIME Fax To: Date: EXHIBIT C COMPLIANCE STATEMENT CERTIFICATE TO: SILICON VALLEY BANK Date: _____________ FROM: PROGYNYARSANIS, INC. Under The undersigned authorized officer of ARSANIS, INC. (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”), Borrower is in complete compliance for the period ending with all required covenants except as noted below. Attached are the required documents evidencing such compliance, setting forth calculations prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Please indicate compliance status by circling Yes/No under “Complies” column. Reporting Covenants Required Complies Monthly financial statements with Compliance Statement Monthly within 30 days Yes No Annual financial statements (CPA Audited) If audited required by Board, FYE within 180 days; otherwise, company prepared financial statements FYE within 60 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings and Deferred Revenue report Monthly within 30 days Yes No Borrowing Base Statement (including detailed AR ledger report) When a Streamline Period is not in effect, weekly on Friday of each week; and when a Streamline Period is in effect, monthly within 7 days of month end Yes No Board approved projections Within 30 days of later of Board Approval or FYE, and as amended/updated Yes No):

Appears in 1 contract

Samples: Loan and Security Agreement (Arsanis, Inc.)

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EXHIBIT A – COLLATERAL DESCRIPTION. The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles (except as provided below), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and all Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, the Collateral does not include include: (a) any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Bank’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property; or (b) more than sixty-five percent (65%) of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary in existence as of the Effective Date and disclosed to Bank, which shares entitle the holder thereof to vote for directors or any other matter. Pursuant to the terms of a certain negative pledge arrangement with Bank, Borrower has agreed not to encumber any of its Intellectual Property without Bank’s prior written consent. EXHIBIT B COMPLIANCE STATEMENT CERTIFICATE TO: SILICON VALLEY BANK Date: FROM: PROGYNYMATTERSIGHT CORPORATION MATTERSIGHT EUROPE HOLDING CORPORATION MATTERSIGHT INTERNATIONAL HOLDING, INC. Under (jointly and severally, individually and collectively, “Borrower”) The undersigned authorized officer of Borrower certifies that under the terms and conditions of the Amended and Restated Loan and Security Agreement between among Borrower and Bank (the “Agreement”), Borrower is in complete compliance for the period ending with all required covenants except as noted below. Attached are the required documents evidencing such compliance, setting forth calculations prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Please indicate compliance status by circling Yes/No under “Complies” column. Reporting Covenants Required Complies Monthly financial statements with Compliance Statement Monthly within 30 days Yes No Annual financial statements (CPA Audited) If audited required by Board, FYE within 180 days; otherwise, company prepared financial statements FYE within 60 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings and Deferred Revenue report Monthly within 30 days Yes No Borrowing Base Statement (including detailed AR ledger report) When a Streamline Period is not in effect, weekly on Friday of each week; and when a Streamline Period is in effect, monthly within 7 days of month end Yes No Board approved projections Within 30 days of later of Board Approval or FYE, and as amended/updated Yes No):

Appears in 1 contract

Samples: Loan and Security Agreement (Mattersight Corp)

EXHIBIT A – COLLATERAL DESCRIPTION. The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles (except as provided below), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and all Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, the Collateral does not include any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Bank’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property. Pursuant to the terms of a certain negative pledge arrangement with Bank, Borrower has agreed not to encumber any of its Intellectual Property without Bank’s prior written consent. EXHIBIT B COMPLIANCE STATEMENT TO: SILICON VALLEY BANK Date: FROM: PROGYNY, INC. Under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”), Borrower is in complete compliance for the period ending with all required covenants except as noted below. Attached are the required documents evidencing such compliance, setting forth calculations prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Please indicate compliance status by circling Yes/No under “Complies” column. Reporting Covenants Required Complies Monthly financial statements with Compliance Statement Monthly within 30 days Yes No Annual financial statements (CPA Audited) If audited required by Board, FYE within 180 days; otherwise, company prepared financial statements FYE within 60 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings and Deferred Revenue report Monthly within 30 days Yes No Borrowing Base Statement (including detailed AR ledger report) When a Streamline Period is not in effect, weekly on Friday of each week; and when a Streamline Period is in effect, monthly within 7 days of month end Yes No Board approved projections Within 30 days of later of Board Approval or FYE, and as amended/updated Yes No.

Appears in 1 contract

Samples: Loan and Security Agreement (Tremor Video Inc.)

EXHIBIT A – COLLATERAL DESCRIPTION. The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles (except as provided below), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and all Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, the Collateral does not include any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Bank’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property. Pursuant to the terms of a certain negative pledge arrangement with Bank, Borrower has agreed not to encumber any of its Intellectual Property without Bank’s prior written consent. EXHIBIT B COMPLIANCE STATEMENT CERTIFICATE TO: SILICON VALLEY BANK Date: ___________________ FROM: PROGYNYMOTUS GI HOLDINGS, INC. Under The undersigned authorized officer of MOTUS GI HOLDINGS, INC. (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”), Borrower is in complete compliance for the period ending with all required covenants except as noted below. Attached are the required documents evidencing such compliance, setting forth calculations prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Please indicate compliance status by circling Yes/No under “Complies” column. Reporting Covenants Required Complies Monthly financial statements with Compliance Statement Monthly within 30 days Yes No Annual financial statements (CPA Audited) If audited required by Board, FYE within 180 days; otherwise, company prepared financial statements FYE within 60 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings and Deferred Revenue report Monthly within 30 days Yes No Borrowing Base Statement (including detailed AR ledger report) When a Streamline Period is not in effect, weekly on Friday of each week; and when a Streamline Period is in effect, monthly within 7 days of month end Yes No Board approved projections Within 30 days of later of Board Approval or FYE, and as amended/updated Yes No):

Appears in 1 contract

Samples: Loan and Security Agreement (Motus GI Holdings, Inc.)

EXHIBIT A – COLLATERAL DESCRIPTION. The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles (except as provided below), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and all Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, the Collateral does not include any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Bank’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property. Pursuant to the terms of a certain negative pledge arrangement with Bank, Borrower has agreed not to encumber any of its Intellectual Property without Bank’s prior written consent. EXHIBIT B COMPLIANCE STATEMENT TO: SILICON VALLEY BANK FORM OF NOTICE OF BORROWING BRIGHTCOVE INC. Date: FROMTo: PROGYNYSilicon Valley Bank 0000 Xxxxxx Xxxxx Xxxxx Xxxxx, INC. Under the terms XX 00000 Attention: CFD Operations Email: XXXXxxxxxxxxx@xxx.xxx; XXxxxxxx@xxx.xxx RE: Second Amended and conditions of the Restated Loan and Security Agreement dated as of , 2018 (as amended, modified, supplemented or restated from time to time, the “Loan Agreement”), by and between Borrower Brightcove Inc. (“Borrower”), and Silicon Valley Bank (the “AgreementBank), Borrower is in complete compliance for the period ending with all required covenants except as noted below. Attached are the required documents evidencing such compliance, setting forth calculations prepared in accordance with GAAP consistently applied from one period ) Ladies and Gentlemen: The undersigned refers to the next except Loan Agreement, the terms defined therein and used herein as explained in an accompanying letter or footnotes. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Please indicate compliance status by circling Yes/No under “Complies” column. Reporting Covenants Required Complies Monthly financial statements with Compliance Statement Monthly within 30 days Yes No Annual financial statements (CPA Audited) If audited required by Board, FYE within 180 days; otherwise, company prepared financial statements FYE within 60 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings and Deferred Revenue report Monthly within 30 days Yes No Borrowing Base Statement (including detailed AR ledger report) When a Streamline Period is not in effect, weekly on Friday of each week; and when a Streamline Period is in effect, monthly within 7 days of month end Yes No Board approved projections Within 30 days of later of Board Approval or FYEso defined, and as amended/updated Yes Nohereby gives you notice irrevocably, pursuant to Section 3.4(a) of the Loan Agreement, of the borrowing of an Advance.

Appears in 1 contract

Samples: Loan and Security Agreement (Brightcove Inc)

EXHIBIT A – COLLATERAL DESCRIPTION. The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles (except as provided below), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and all Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, the Collateral does not include any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Bank’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property. Pursuant to the terms of a certain negative pledge arrangement with Bank, Borrower has agreed not to encumber any of its Intellectual Property without Bank’s prior written consent. EXHIBIT B COMPLIANCE STATEMENT TO: SILICON VALLEY BANK Date: FROM: PROGYNY, INC. Under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”), Borrower is in complete compliance for the period ending with all required covenants except as noted below. Attached are the required documents evidencing such compliance, setting forth calculations prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Please indicate compliance status by circling Yes/No under “Complies” column. Reporting Covenants Required Complies Monthly financial statements with Compliance Statement Monthly within 30 days Yes No Annual financial statements (CPA Audited) If audited required by Board, FYE within 180 days; otherwise, company prepared financial statements FYE within 60 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings and Deferred Revenue report Monthly within 30 days Yes No Borrowing Base Statement (including detailed AR ledger report) When a Streamline Period is not in effect, weekly on Friday of each week; and when a Streamline Period is in effect, monthly within 7 days of month end Yes No Board approved projections Within 30 days of later of Board Approval or FYE, and as amended/updated Yes NoCERTIFICATE

Appears in 1 contract

Samples: Loan and Security Agreement (Blueprint Medicines Corp)

EXHIBIT A – COLLATERAL DESCRIPTION. The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles (except as provided below), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and all Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, the Collateral does not include any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Bank’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property. Pursuant to the terms of a certain negative pledge arrangement with Bank, Borrower has agreed not to encumber any of its Intellectual Property without Bank’s prior written consent. EXHIBIT B COMPLIANCE STATEMENT TO: SILICON VALLEY BANK Date: FROM: PROGYNY, INC. Under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”), Borrower is in complete compliance for the period ending with all required covenants except as noted below. Attached are the required documents evidencing such compliance, setting forth calculations prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Please indicate compliance status by circling Yes/No under “Complies” column. Reporting Covenants Required Complies Monthly financial statements with Compliance Statement Monthly within 30 days Yes No Annual financial statements (CPA Audited) If audited required by Board, FYE within 180 days; otherwise, company prepared financial statements FYE within 60 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings and Deferred Revenue report Monthly within 30 days Yes No Borrowing Base Statement (including detailed AR ledger report) When a Streamline Period is not in effect, weekly on Friday of each week; and when a Streamline Period is in effect, monthly within 7 days of month end Yes No Board approved projections Within 30 days of later of Board Approval or FYE, and as amended/updated Yes NoEXHBIT F

Appears in 1 contract

Samples: Loan and Security Agreement (Sientra, Inc.)

EXHIBIT A – COLLATERAL DESCRIPTION. The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles (except as provided below), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and all Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, the Collateral does not include any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Bank’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property. Pursuant to the terms of a certain negative pledge arrangement with Bank, Borrower has agreed not to encumber any of its Intellectual Property without Bank’s prior written consent. EXHIBIT B COMPLIANCE STATEMENT TO: SILICON VALLEY BANK Date: FROM: PROGYNY, INC. Under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”), Borrower is in complete compliance for the period ending with all required covenants except as noted below. Attached are the required documents evidencing such compliance, setting forth calculations prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Please indicate compliance status by circling Yes/No under “Complies” column. Reporting Covenants Required Complies Monthly financial statements with Compliance Statement Monthly within 30 days Yes No Annual financial statements (CPA Audited) If audited required by Board, FYE within 180 days; otherwise, company prepared financial statements FYE within 60 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings and Deferred Revenue report Monthly within 30 days Yes No Borrowing Base Statement (including detailed AR ledger report) When a Streamline Period is not in effect, weekly on Friday of each week; and when a Streamline Period is in effect, monthly within 7 days of month end Yes No Board approved projections Within 30 days of later of Board Approval or FYE, and as amended/updated Yes NoB

Appears in 1 contract

Samples: Loan and Security Agreement (Acell Inc)

EXHIBIT A – COLLATERAL DESCRIPTION. The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles (except as provided below), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and all Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, the Collateral does not include (i) any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Bank’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property, (ii) Bank account numbers and held at Comerica Bank to secure certain letters of credit the original face amount of Seven Hundred Fifty Thousand Dollars ($750,000) if the granting of a lien hereunder in such property is prohibited by or would constitute a default under any agreement or document governing such property (but only to the extent such prohibition is enforceable under applicable law), provided that upon the termination or lapsing of any such prohibition, such property shall automatically be part of the Collateral, or (iii) more than 65% of the issued and outstanding voting capital stock of any Subsidiary that is organized in a jurisdiction other than the United States or any state or territory thereof. Pursuant to the terms of a certain negative pledge arrangement with Bank, Borrower has agreed not to encumber any of its Intellectual Property without Bank’s prior written consent. EXHIBIT B COMPLIANCE STATEMENT TO– LOAN PAYMENT/ADVANCE REQUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME* Fax To: SILICON VALLEY BANK Date: FROMLOAN PAYMENT: PROGYNYIMPINJ, INC. Under From Account # To Account # (Deposit Account #) (Loan Account #) Principal $ and/or Interest $ Authorized Signature: Phone Number: Print Name/Title: LOAN ADVANCE: Complete Outgoing Wire Request section below if all or a portion of the terms funds from this loan advance are for an outgoing wire. From Account # To Account # (Loan Account #) (Deposit Account #) Amount of Advance All Borrower’s representations and conditions of warranties in the Loan and Security Agreement between Borrower are true, correct and complete in all material respects on the date of the request for an advance; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof, and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date: Authorized Signature: Phone Number: Print Name/Title: OUTGOING WIRE REQUEST: Complete only if all or a portion of funds from the loan advance above is to be wired. Deadline for same day processing is noon, Pacific Time Beneficiary Name: Amount of Wire: $ Beneficiary Bank: Account Number: City and State: Beneficiary Bank Transit (the “Agreement”)ABA) #: Beneficiary Bank Code (Swift, Borrower is in complete compliance for the period ending with all required covenants except as noted Sort, Chip, etc.): (For International Wire Only) Intermediary Bank: Transit (ABA) #: For Further Credit to: Special Instruction: By signing below. Attached are the required documents evidencing such compliance, setting forth calculations prepared I (we) acknowledge and agree that my (our) funds transfer request shall be processed in accordance with GAAP consistently applied from one period and subject to the next except as explained in an accompanying letter or footnotes. Capitalized terms used but not otherwise defined herein shall have the meanings given them and conditions set forth in the Agreementagreements(s) covering funds transfer service(s), which agreements(s) were previously received and executed by me (us). Please indicate compliance status by circling YesAuthorized Signature: 2nd Signature (if required): Print Name/No under “Complies” columnTitle: Print Name/Title: Telephone #: Telephone #: * Unless otherwise provided for an Advance bearing interest at LIBOR. Reporting Covenants Required Complies Monthly financial statements with Compliance Statement Monthly within 30 days Yes No Annual financial statements (CPA Audited) If audited required by BoardEXHIBIT C BORROWING RESOLUTIONS SVB > SiliconValley Bank A Member of SVB Financial Group CORPORATE BORROWING CERTIFICATE BORROWER: IMPINJ, FYE within 180 days; otherwiseINC. DATE: March , company prepared financial statements FYE within 60 days Yes No 10-Q2010 BANK: Silicon Valley Bank I hereby certify as follows, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings and Deferred Revenue report Monthly within 30 days Yes No Borrowing Base Statement (including detailed AR ledger report) When a Streamline Period is not in effect, weekly on Friday as of each week; and when a Streamline Period is in effect, monthly within 7 days of month end Yes No Board approved projections Within 30 days of later of Board Approval or FYE, and as amended/updated Yes Nothe date set forth above:

Appears in 1 contract

Samples: Loan and Security Agreement (Impinj Inc)

EXHIBIT A – COLLATERAL DESCRIPTION. The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles (except as provided below), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and all Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, the Collateral does not include any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Bank’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property. Pursuant to the terms of a certain negative pledge arrangement with Bank, Borrower has agreed not to encumber any of its Intellectual Property without Bank’s prior written consent. EXHIBIT B COMPLIANCE STATEMENT CERTIFICATE TO: SILICON VALLEY BANK Date: ______________________ FROM: PROGYNYLOOSE TOOTH INDUSTRIES, INC. Under FIG PUBLISHING, INC. The undersigned authorized officer of LOOSE TOOTH INDUSTRIES, INC. and FIG PUBLISHING, INC. (individually and collectively, jointly and severally, “Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”), Borrower is in complete compliance for the period ending with all required covenants except as noted below. Attached are the required documents evidencing such compliance, setting forth calculations prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Please indicate compliance status by circling Yes/No under “Complies” column. Reporting Covenants Required Complies Monthly financial statements with Compliance Statement Monthly within 30 days Yes No Annual financial statements (CPA Audited) If audited required by Board, FYE within 180 days; otherwise, company prepared financial statements FYE within 60 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings and Deferred Revenue report Monthly within 30 days Yes No Borrowing Base Statement (including detailed AR ledger report) When a Streamline Period is not in effect, weekly on Friday of each week; and when a Streamline Period is in effect, monthly within 7 days of month end Yes No Board approved projections Within 30 days of later of Board Approval or FYE, and as amended/updated Yes No):

Appears in 1 contract

Samples: Loan and Security Agreement (Fig Publishing, Inc.)

EXHIBIT A – COLLATERAL DESCRIPTION. The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles (except as provided below), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and all Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, the Collateral does not include any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in Notwithstanding the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Propertyforegoing, then the Collateral shall automatically, does not include: (a) any Excluded Dormant Subsidiary; (b) any interest of Borrower as a lessee or sublessee under a real property lease; (c) Leasehold Improvements; and effective as of the Effective Date, include the Intellectual Property (d) any property to the extent necessary to permit perfection that such grant of Bank’s security interest is prohibited by any Requirement of Law of a Governmental Authority or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property, except to the extent that such Requirement of Law or the term in such Accounts and contract, license, agreement, instrument or other document providing for such other property of Borrower that are proceeds prohibition, breach, default or termination or requiring such consent is ineffective under Section 9-406, 9-407, 9-408 or 9-409 of the Intellectual PropertyCode (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity; provided, however, that such security interest shall attach immediately at such time as such Requirement of Law is not effective or applicable, or such prohibition, breach, default or termination is no longer applicable or is waived, and to the extent severable, shall attach immediately to any portion of the Collateral that does not result in such consequences. Pursuant to the terms of a certain negative pledge arrangement with Bank, Borrower has agreed not to encumber any of its Intellectual Property without Bank’s prior written consent. EXHIBIT B COMPLIANCE STATEMENT TO: SILICON VALLEY BANK Date: FROM: PROGYNY, INC. Under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”), Borrower is in complete compliance for the period ending with all required covenants except as noted below. Attached are the required documents evidencing such compliance, setting forth calculations prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Please indicate compliance status by circling Yes/No under “Complies” column. Reporting Covenants Required Complies Monthly financial statements with Compliance Statement Monthly within 30 days Yes No Annual financial statements (CPA Audited) If audited required by Board, FYE within 180 days; otherwise, company prepared financial statements FYE within 60 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings and Deferred Revenue report Monthly within 30 days Yes No Borrowing Base Statement (including detailed AR ledger report) When a Streamline Period is not in effect, weekly on Friday of each week; and when a Streamline Period is in effect, monthly within 7 days of month end Yes No Board approved projections Within 30 days of later of Board Approval or FYE, and as amended/updated Yes NoB

Appears in 1 contract

Samples: Loan and Security Agreement (Trevi Therapeutics, Inc.)

EXHIBIT A – COLLATERAL DESCRIPTION. The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles (except as provided below), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and all Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, the Collateral does not include (i) more than sixty-five percent (65.0%) of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of Australian Subsidiary and UK Subsidiary which shares entitle the holder thereof to vote for directors or any other matter, (ii) rights held under a license that are not assignable by their terms without the consent of the licensor thereof (but only to the extent such restriction on assignment is enforceable under applicable law), or (iii) any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Bank’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property. Pursuant to the terms of a certain negative pledge arrangement with Bank, Borrower has agreed not to encumber any of its Intellectual Property in violation of this Agreement without Bank’s prior written consent. EXHIBIT B COMPLIANCE STATEMENT CERTIFICATE TO: SILICON VALLEY BANK Date: FROM: PROGYNYAXSOME THERAPEUTICS, INC. Under The undersigned authorized officer of AXSOME THERAPEUTICS, INC. (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”), Borrower is in complete compliance for the period ending with all required covenants except as noted below. Attached are the required documents evidencing such compliance, setting forth calculations prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Please indicate compliance status by circling Yes/No under “Complies” column. Reporting Covenants Required Complies Monthly financial statements with Compliance Statement Monthly within 30 days Yes No Annual financial statements (CPA Audited) If audited required by Board, FYE within 180 days; otherwise, company prepared financial statements FYE within 60 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings and Deferred Revenue report Monthly within 30 days Yes No Borrowing Base Statement (including detailed AR ledger report) When a Streamline Period is not in effect, weekly on Friday of each week; and when a Streamline Period is in effect, monthly within 7 days of month end Yes No Board approved projections Within 30 days of later of Board Approval or FYE, and as amended/updated Yes No):

Appears in 1 contract

Samples: Loan and Security Agreement (Axsome Therapeutics, Inc.)

EXHIBIT A – COLLATERAL DESCRIPTION. The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles (except as provided below), Intellectual Property, commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and all Borrower’s Books relating to the foregoing, foregoing and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, the Collateral does not include any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective DateSeptember 30, 2018, include the Intellectual Property to the extent necessary to permit perfection of Bank’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property. Pursuant to the terms of a certain negative pledge arrangement with Bank, Borrower has agreed not to encumber any of its Intellectual Property without Bank’s prior written consent. EXHIBIT B COMPLIANCE STATEMENT CERTIFICATE TO: SILICON VALLEY BANK Date: ________________________ FROM: PROGYNYLANTRONIX, INC. Under and LANTRONIX HOLDING COMPANY The undersigned authorized officer of Lantronix, Inc., on behalf of Lantronix, Inc. and Lantronix Holding Company (individually and collectively, “Borrower”), certifies that under the terms and conditions of the Amended and Restated Loan and Security Agreement between Borrower and Bank (the “Agreement”), (1) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below, (2) there are no Events of Default, (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement, and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries, if any, relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents evidencing such compliance, setting forth calculations supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Please indicate compliance status by circling Yes/No under “Complies” column. Reporting Covenants Required Complies Monthly financial statements with Compliance Statement Monthly within 30 days Yes No Annual financial statements (CPA Audited) If audited required by Board, FYE within 180 days; otherwise, company prepared financial statements FYE within 60 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings and Deferred Revenue report Monthly within 30 days Yes No Borrowing Base Statement (including detailed AR ledger report) When a Streamline Period is not in effect, weekly on Friday of each week; and when a Streamline Period is in effect, monthly within 7 days of month end Yes No Board approved projections Within 30 days of later of Board Approval or FYE, and as amended/updated Yes No.

Appears in 1 contract

Samples: Loan and Security Agreement (Lantronix Inc)

EXHIBIT A – COLLATERAL DESCRIPTION. The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles (except as provided belowexcluding Intellectual Property), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and all Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, the Collateral does not include any Intellectual Property; provided, however, that the Collateral shall include all Accounts and General Intangibles that consist of rights to payment and proceeds from the sale, licensing or disposition of all proceeds or any part, or rights in, the Intellectual Property (the “Rights to Payment”). Notwithstanding the foregoing and subject to clause (c) of Intellectual Property. If the paragraph directly below, if a judicial authority (including a U.S. Bankruptcy Court) would hold holds that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Propertythe Rights to Payment, then the Collateral shall automatically, and effective as of the Effective Datedate of this Agreement, include the Intellectual Property to the extent necessary to permit perfection of BankAgent’s security interest in the Rights to Payment. Notwithstanding the foregoing, the Collateral does not include: (a) rights held under a lease or license that are not assignable by their terms without the consent of the lessor/licensor thereof (but only to the extent such Accounts and such other property restriction on assignment is enforceable under applicable law); (b) any interest of Borrower that are proceeds of the Intellectual Property. Pursuant to as a lessee under an Equipment lease if Borrower is prohibited by the terms of such lease from granting a certain negative pledge arrangement security interest in such lease or under which such an assignment or Lien would cause a default to occur under such lease; provided, however, that upon termination of such prohibition, such interest shall immediately become Collateral without any action by Borrower or Agent, (c) any “intent to use” trademarks at all times prior to the first use thereof, whether by the actual use thereof in commerce, the recording of a statement of use with Bankthe United States Patent and Trademark Office or otherwise, Borrower has agreed not provided, that upon submission and acceptance by the United States Patent and Trademark Office of an amendment to encumber allege use of an intent-to-use trademark application pursuant to 15 U.S.C. Section 1060(a) (or any of its Intellectual Property without Bank’s prior written consent. EXHIBIT B COMPLIANCE STATEMENT TO: SILICON VALLEY BANK Date: FROM: PROGYNYsuccessor provision) such intent-to-use application shall constitute Collateral, INC. Under (d) the terms Excluded Accounts and conditions (e) more than 65% of the Loan and Security Agreement between Borrower and Bank voting equity interests of any Excluded Subsidiary (provided, however, that immediately upon any change in the “Agreement”), Borrower is in complete compliance for U.S. tax laws that would allow the period ending with all required covenants except as noted below. Attached are the required documents evidencing pledge of a greater percentage of such compliance, setting forth calculations prepared in accordance with GAAP consistently applied from one period voting equity interests without material adverse tax consequences to the next except as explained in an accompanying letter or footnotes. Capitalized terms used but not otherwise defined herein Borrower, the Collateral shall have the meanings given them in the Agreement. Please indicate compliance status by circling Yes/No under “Complies” column. Reporting Covenants Required Complies Monthly financial statements with Compliance Statement Monthly within 30 days Yes No Annual financial statements (CPA Audited) If audited automatically and without further action required by Board, FYE within 180 days; otherwise, company prepared financial statements FYE within 60 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings and Deferred Revenue report Monthly within 30 days Yes No Borrowing Base Statement (including detailed AR ledger report) When a Streamline Period is not in effect, weekly on Friday of each week; and when a Streamline Period is in effect, monthly within 7 days of month end Yes No Board approved projections Within 30 days of later of Board Approval or FYEby, and as amended/updated Yes Nowithout notice to, any Person include such greater percentage of voting equity interests of such Subsidiary from that time forward). ​

Appears in 1 contract

Samples: Loan and Security Agreement (Mountain Crest Acquisition Corp II)

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