Common use of Reporting Covenant Required Complies Clause in Contracts

Reporting Covenant Required Complies. Transaction Report (in connection with Advance) With each request for an Advance Yes No Monthly Transaction Report Within 30 days of month end when Streamline Period is in effect for 6 months after the Effective Date and each month thereafter, within 20 days of month end when Streamline Period is in effect Yes No Weekly Transaction Report No later than Friday each week when Streamline Period is not in effect Yes No Cash holdings report Within 30 days of month end Yes No Quarterly financial statements with Compliance Certificate Within 5 days of filing with the SEC, but no later than 45 days after fiscal quarter end Yes No Monthly financial statements with Compliance Certificate Within 30 days of month end Yes No Monthly Borrowing Base Reports Within 30 days of month end when Streamline Period is in effect Yes No Weekly Borrowing Base Reports No later than Friday each week when Streamline Period is not in effect Yes No Annual financial statement (CPA Audited) + Compliance Certificate Within 5 days of filings with the SEC but no later than 90 days after FYE Yes No 10‑Q, 10‑K and 8-K Within 5 days after filing with SEC Yes No Annual operating budgets for upcoming fiscal year and board approval of such annual operating budgets Within 45 days prior to the FYE but evidence of board approval to be delivered by September 15 of such fiscal year Yes No Report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, $1,000,000 or more Promptly Yes No

Appears in 3 contracts

Samples: Loan and Security Agreement (Aviat Networks, Inc.), Loan and Security Agreement (Aviat Networks, Inc.), Loan and Security Agreement (Aviat Networks, Inc.)

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Reporting Covenant Required Complies. Transaction Report Annual financial statements (in connection with AdvanceCPA Audited) With each request for an Advance FYI within 180 days Yes No Monthly Transaction Report Within financial statements (consolidated), Compliance Certificate and deferred revenue report Monthly within 30 days of month end when Streamline Period is in effect for 6 months after the Effective Date and each month thereafter, within 20 days of month end when Streamline Period is in effect Yes No Weekly Transaction Report No later than Friday each week when Streamline Period is not in effect Yes No Cash holdings report Within 30 days of month end Yes No Quarterly financial statements with Compliance Certificate Within 5 (consolidating) Quarterly within 30 days of filing with the SEC, but no later than 45 days after fiscal quarter end Yes No Monthly financial statements with Compliance Certificate Within 30 days of month end Yes No Monthly Borrowing Base Reports Within 30 days of month end when Streamline Period is in effect Yes No Weekly Borrowing Base Reports No later than Friday each week when Streamline Period is not in effect Yes No Annual financial statement 10K and 10Q (CPA Auditedas applicable) + Compliance Certificate Within 5 days of filings with the SEC but no later than 90 days after FYE Yes No 10‑Q, 10‑K and 8-K Within 5 days after filing with SEC Yes No Annual operating budgets for upcoming fiscal year budget, sales projections and operating plans approved by board approval of such annual operating budgets Within 45 directors Annual no later than 30 days prior to after the FYE but evidence end of board approval to be delivered by September 15 of such each fiscal year Yes No A/R & A/P Agings, Inventory Report, Borrowings Base Certificate Prior to each Credit Extension, and monthly within 20 days Yes No A/R Audit Initial (within 30 days of close) and Semi-Annual thereafter Yes No Inventory Exam Prior to any Advance on “Eligible Inventory” and Annually thereafter Yes No IP Report Annually within 30 days, and promptly after filings with the USPTO and/or Copyright Office Yes No Deposit balances with Bridge Bank $ Deposit balances with Comerica Bank $ Deposit balances outside Bridge Bank or Comerica Bank (explain on attachment) $ Amount/% of Total Cash maintained with foreign subsidiaries $ /% (may not exceed 5%) Yes No Financial Covenants Required Actual Complies Minimum Asset Coverage Ratio (monthly) 1.50: 1.00 :1.00 Yes No Minimum Tangible Net Worth (quarterly) $ 8,000,000 * $ Yes No Minimum Unrestricted Cash in DDA at each of Bridge and Comerica $ 1,000,000 ** $ Yes No Comments Regarding Exceptions: See Attached. BANK USE ONLY Received by: Sincerely, AUTHORIZED SIGNER Date: Verified: SIGNATURE AUTHORIZED SIGNER Date: TITLE Compliance Status Yes No DATE * increasingly by (i) 25% of New Equity, (ii) 25% of Investors’ indebtedness actually advanced (after the initial advance thereof, and (iii) 70% of quarterly net profit after tax (determined in accordance with GAAP), not to exceed $10,000,000 through 12/31/11. ** to increase to $3,000,000 ($4,000,000 in the event of any legal actions pending or threatened in writing against Borrower or any advance of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or the Investors’ Indebtedness) at Bridge and $2,000,000 ($3,000,000 in the aggregate, $1,000,000 or more Promptly Yes Noevent of any advance of the Investors’ Indebtedness) at Comerica in the event Borrower’s quarterly revenue is <80% of the Board-approved forecast delivered to Lenders in accordance with Section 6.3.

Appears in 3 contracts

Samples: Loan and Security Agreement (Enphase Energy, Inc.), Loan and Security Agreement (Enphase Energy, Inc.), Loan and Security Agreement (Enphase Energy, Inc.)

Reporting Covenant Required Complies. Transaction Report (in connection with Advance) With each request for an Advance A/R & A/P Agings Monthly within 30 days Yes No Borrowing Base Certificate Monthly Transaction Report Within within 30 days of month end when Streamline Period is in effect for 6 months after the Effective Date and each month thereafter, within 20 days of month end when Streamline Period is in effect Yes No Weekly Transaction Report No later than Friday each week when Streamline Period is not in effect Yes No Cash holdings report Within 30 days of month end Yes No Quarterly financial statements with Compliance Certificate Within 5 days of filing with the SEC, but no later than 45 days after fiscal quarter end Yes No Monthly financial statements with Monthly within 30 days Yes No Compliance Certificate Within Monthly within 30 days of month end Yes No Monthly Borrowing Base Reports Within 30 days of month end when Streamline Period is in effect Yes No Weekly Borrowing Base Reports No later than Friday each week when Streamline Period is not in effect Yes No Annual audited financial statement (CPA Audited) + Compliance Certificate Within 5 statements FYE within 180 days of filings with the SEC but no later than 90 days after FYE Yes No 10‑Q, 10‑K and 8-K Within 5 days after filing with SEC Yes No Annual operating budgets for upcoming budget, sales projections and operating plans approved by board of directors Annually no later than 30 days after the beginning of each fiscal year or Board approval Yes No A/R Audit Initial and Annual Yes No Deposit balances with Bank $ Deposit balance outside Bank $ Financial Covenant Required Actual Complies Minimum Asset Coverage Ratio 1.50 : 1.00 :1.00 Yes No Comments Regarding Exceptions: See Attached. Sincerely, SIGNATURE TITLE DATE CORPORATE RESOLUTIONS AND INCUMBENCY CERTIFICATE Borrower: EVERQUOTE, INC. I, the undersigned Secretary or Assistant Secretary of EverQuote, Inc. (the “Corporation”), HEREBY CERTIFY that the Corporation is organized and existing under and by virtue of the laws of the State of Delaware. I FURTHER CERTIFY that attached hereto as Attachments 1 and 2 are true and complete copies of the Certificate of lncorporation and Bylaws of the Corporation, each of which is in full force and effect on the date hereof. I FURTHER CERTIFY that at a meeting of the board approval of such annual operating budgets Within 45 days prior directors of the Corporation, duly called and held, at which a quorum was present and voting (or by other duly authorized corporate action in lieu of a meeting), the following resolutions were adopted: BE IT RESOLVED, that any one (1) of the following named officers, employees, or agents of this Corporation, (whose actual signatures are shown below which actual signatures apply only with respect to the FYE but evidence of board approval to be delivered by September 15 of such fiscal year Yes No Report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or secretary certification provided herein and were not themselves included in the aggregateresolutions approved by the board of directors): NAMES POSITIONS ACTUAL SIGNATURES Xxxx Xxxxxxxx Chief Executive Officer /s/ Xxxx Xxxxxxxx Xxxxx Xxxxxx Chief Technology Officer /s/ Xxxxx Xxxxxx Xxxx Xxxxxx Chief Financial Officer /s/ Xxxx Xxxxxx acting for and on behalf of this Corporation and as its act and deed be, and they hereby are, authorized and empowered: Borrow Money. To borrow from time to time from Western Alliance Bank (“Bank”), on such terms as may be agreed upon between the officers, employees, or agents of the Corporation and Bank, such sum or sums of money in a principal amount not to exceed $1,000,000 or more Promptly Yes No15,000,000, and on such terms and conditions, as in their judgment should be borrowed, without limitation.

Appears in 2 contracts

Samples: Loan and Security Modification Agreement (EverQuote, Inc.), Loan and Security Modification Agreement (EverQuote, Inc.)

Reporting Covenant Required Complies. Transaction Borrowing Base Report (in connection with Advance) With each request for an Advance Yes No Monthly Transaction Borrowing Base Report Within 30 days of month end when Streamline Period is in effect for 6 months after the Effective Date and each month thereafter, within 20 days of month end when Streamline Period is in effect Yes No Weekly Transaction Borrowing Base Report No later than Friday each week when Streamline Period is not in effect Yes No Cash holdings report Within 30 days of month end Yes No Quarterly financial statements with Compliance Certificate Within 5 days of filing with the SEC, ,but no later than 45 days after fiscal quarter end Yes No Monthly financial statements with Compliance Certificate Within 30 days of month end Yes No Monthly Borrowing Base Reports Within 30 days of month end when Streamline whenStreamline Period is in effect Yes No Weekly Borrowing Base Reports No later than Friday each week when Streamline Period is not in effect Yes No Annual financial statement (CPA Audited) + Compliance Certificate Within 5 days of filings with the SEC but no later than 90 days after FYE Yes No 10‑Q, 10‑K and 8-K Within 5 days after filing with SEC Yes No Annual operating budgets for upcoming fiscal year and board approval of such annual operating budgets Within the earlier to occur of 45 days prior to the after FYE but evidence or 10 days after approval by Parent’s Board of board approval to be delivered by September 15 of such fiscal year Directors Yes No Report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, $1,000,000 or more Promptly Yes No

Appears in 2 contracts

Samples: Loan and Security Agreement (Aviat Networks, Inc.), Loan and Security Agreement (Aviat Networks, Inc.)

Reporting Covenant Required Complies. Transaction Report (in connection with Advance) With each request for an Advance Yes No Monthly Transaction Report Within 30 days of month end when Streamline Period is in effect for 6 months after the Effective Date and each month thereafter, within 20 days of month end when Streamline Period is in effect Yes No Weekly Transaction Report No later than Friday each week when Streamline Period is not in effect Yes No Cash holdings report Within 30 days of month end Yes No Quarterly financial statements with Compliance Certificate Within 5 days of filing with the SEC, but no later than 45 days after fiscal quarter end Yes No Monthly financial statements with Compliance Certificate Within Monthly within 30 days of month end Yes No Monthly Borrowing Base Reports Within 30 days of month end when Streamline Period is in effect Yes No Weekly Borrowing Base Reports No later than Friday each week when Streamline Period is not in effect Yes No Annual financial statement (CPA Audited) + FYE within 120 days Yes No A/R Agings and Borrowing Base Certificate Monthly within 30 days Yes No Financial Covenant Required Actual Complies Maintain on a Monthly Basis: Minimum Quick Ratio 1.50:1.0 :1.0 Yes No Maintain on a Quarterly Basis: Minimum Revenue: 9/30/01 $ 11,400,000 $ Yes No 12/31/01 $ 12,700,000 $ Yes No 3/31/02 $ 13,400,000 $ Yes No 6/30/02 $ 14,700,000 $ Yes No 9/30/02 $ 16,200,000 $ Yes No 12/31/02 $ 16,900,000 $ Yes No Profitability 12/31/02 and thereafter $ $ Yes No Comments Regarding Exceptions: See Attached. BANK USE ONLY Sincerely, Received by: Authorized Signer Signature Date: Title Verified Authorized Signer Date Date: Compliance Certificate Within 5 days Status: Yes No EXHIBIT E FORM OF LOAN AGREEMENT SUPPLEMENT LOAN AGREEMENT SUPPLEMENT No. [ ] LOAN AGREEMENT SUPPLEMENT No. [ ], dated , 200 (“Supplement”), to the Loan and Security Agreement dated as of filings , 2001 (the “Loan Agreement) by and among the undersigned (“Borrowers”), and Silicon Valley Bank (“Bank”). Capitalized terms used herein but not otherwise defined herein are used with the SEC respective meanings given to such terms in the Loan Agreement. To secure the prompt payment by Borrowers of all amounts from time to time outstanding under the Loan Agreement, and the performance by Borrowers of all the terms contained in the Loan Agreement, Borrowers grant Bank, a first priority security interest in each item of equipment and other property described in Annex A hereto, which equipment and other property shall be deemed to be additional Financed Equipment and Collateral. The Loan Agreement is hereby incorporated by reference herein and is hereby ratified, approved and confirmed. Annex A (Equipment Schedule) and Annex B (Loan Terms Schedule) are attached hereto. The proceeds of the Loan should be transferred to Company’s account with Bank set forth below: Bank Name: Silicon Valley Bank Account No.: Borrowers hereby certify that (a) the foregoing information is true and correct and authorizes Bank to endorse in its respective books and records, the Basic Rate applicable to the Funding Date of the Loan contemplated in this Loan Agreement Supplement and the principal amount set forth in the Loan Terms Schedule; (b) the representations and warranties made by Borrowers in the Loan Agreement are true and correct on the date hereof and will be true and correct on such Funding Date. No Event of Default has occurred and is continuing under the Loan Agreement. This Supplement may be executed by Borrowers and Bank in separate counterparts, each of which when so executed and delivered shall be an original, but no later than 90 days after FYE Yes No 10‑Q, 10‑K all such counterparts shall together constitute but one and 8-K Within 5 days after filing the same instrument. This Supplement is delivered as of this day and year first above written. SILICON VALLEY BANK By: By: Name: Name: Title: Title: Annex A - Description of Financed Equipment Annex B - Loan Terms Schedule Annex A to Exhibit E The Financed Equipment being financed with SEC Yes No Annual operating budgets for upcoming fiscal year and board approval the Equipment Advance which this Loan Agreement Supplement is being executed is listed below. Upon the funding of such annual operating budgets Within 45 days prior to the FYE but evidence of board approval Equipment Advance, this schedule automatically shall be deemed to be delivered a part of the Collateral. Description of Equipment: Make Mxxxx Xxxxxx # Xxxxxxx # Xxxxx X to Exhibit E LOAN TERMS SCHEDULE #________ Loan Funding Date: , 200 Original Loan Amount: $ Basic Rate: 9.00% Loan Factor: % Scheduled Payment Dates and Amounts*: One (1) payment of $ due payment of $ due monthly in advance from through . Maturity Date: Payment No. Payment Date 4 ... [36] ... * * / The amount of each Scheduled Payment will change as the Loan Amount changes. SCHEDULE 2.4 Outstanding Equipment Advances: Final Payment Note Numbers Original Loan Amount: Basic Rate: Maturity Date: Percentage: 1100068718 $ 151,962.34 Prime +1% Floating March 14, 2002 N/A 1100087850 $ 1,000,241.20 9.38 (Fixed) August 1, 2003 5 % 1100092258 $ 528,921.47 8.88% (Fixed) November 1, 2003 5 % FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into as of January 11, 2002, by September 15 and among (i) SILICON VALLEY BANK, a California chartered bank, doing business in Virginia as “Silicon Valley East” (“Bank”) with its principal place of such fiscal year Yes No Report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries ofbusiness at 3000 Xxxxxx Xxxxx, individually or in Xxxxx Xxxxx, Xxxxxxxxxx 00000 and with a loan production office located at 10000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000, (ii) BLACKBOARD INC., a Delaware corporation, having an address at 1000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000 (“Company”), (ii) BLACKBOARD ACQUISITION COMPANY, LLC, a Delaware limited liability company having an address at 1000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000 (“Blackboard Acquisition”), (iii) BLACKBOARD CAMPUSWIDE, INC., a Delaware corporation, (iv) BLACKBOARD ICOLLEGE, INC., a Delaware corporation having an address at 1000 X Xxxxxx, X..X., Xxxxxxxxxx, X.X. 00000, (v) AT&T CAMPUSWIDE ACCESS SOLUTIONS, INC., a Delaware corporation having an address at 1000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000, (vi) AT&T CAMPUSWIDE ACCESS SOLUTIONS OF TEXAS, INC., a Texas corporation having an address at 1000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000 (each an “Original Borrower” and collectively, the aggregate“Original Borrowers”), $1,000,000 or more Promptly Yes Noand Bb ACQUISITION CORP., a Delaware corporation, having an address at 1000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000 (the “New Borrower” and together with the Original Borrowers, each a “Borrower” and collectively, the “Borrowers”).

Appears in 2 contracts

Samples: Loan and Security Agreement (Blackboard Inc), Loan and Security Agreement (Blackboard Inc)

Reporting Covenant Required Complies. Transaction Report (in connection with Advance) With each request for an Advance A/R & A/P Agings Monthly within 30 days Yes No Recurring Revenue Report Monthly Transaction Report Within within 30 days of month end when Streamline Period is in effect for 6 months after the Effective Date and each month thereafter, within 20 days of month end when Streamline Period is in effect Yes No Weekly Transaction Report No later than Friday each week when Streamline Period is not in effect Yes No Cash holdings report Within Borrowing Base Certificate Monthly within 30 days of month end Yes No Quarterly financial statements with Compliance Certificate Within 5 days of filing with the SEC, but no later than 45 days after fiscal quarter end Yes No Monthly financial statements with Monthly within 30 days Yes No Compliance Certificate Within Monthly within 30 days of month end Yes No Monthly Borrowing Base Reports Within 30 days of month end when Streamline Period is in effect Yes No Weekly Borrowing Base Reports No later than Friday each week when Streamline Period is not in effect Yes No Annual financial statement statements (CPA Audited) + Compliance Certificate Within 5 FYE within 180 days of filings with the SEC but no later than 90 days after FYE Yes No 10‑Q, 10‑K and 8-K Within 5 days after filing with SEC Yes No Annual operating budgets for upcoming budget, sales projections and operating plans approved by board of directors Annually no later than 30 days following the beginning of each fiscal year and or board approval of such annual operating budgets Within 45 days prior to the FYE but evidence of board approval to be delivered by September 15 of such fiscal year approval, whichever is earlier Yes No A/R Audit Initial and Annual Yes No IP Report Annual Yes No Deposit balances with Bank $ Deposit balance outside Bank $ Financial Covenant Required Actual Complies Minimum MRR Renewal Rate (measured quarterly, on a rolling 4 quarters basis) 90% % Yes No Comments Regarding Exceptions: See Attached. BANK USE ONLY Received by: Sincerely, AUTHORIZED SIGNER Date: Verified: AUTHORIZED SIGNER SIGNATURE Date: TITLE Compliance Yes No Status DATE LOAN AND SECURITY MODIFICATION AGREEMENT This Loan and Security Modification Agreement is entered into as of any legal actions pending or threatened February 22, 2016 by and between EVERBRIDGE, INC. (“Borrower”) and WESTERN ALLIANCE BANK, a successor in writing against Borrower or any of its Subsidiaries that could result in damages or costs interest to Borrower or any of its Subsidiaries ofBridge Bank, individually or in the aggregate, $1,000,000 or more Promptly Yes NoNational Association (“Bank”).

Appears in 2 contracts

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

Reporting Covenant Required Complies. Transaction Report (in connection with Advance) With each request for an Advance Monthly Financial Statements Monthly within 45 days Yes No Monthly Transaction Report Within 30 Audited Financial Statements Annually within 150 days of month end when Streamline Period is in effect for 6 months after the Effective Date and each month thereafter, within 20 days of month end when Streamline Period is in effect FYE Yes No Weekly Transaction Report No later than Friday each week when Streamline Period is not in effect Yes No Cash holdings report Within 30 days of month end Yes No Quarterly financial statements with Compliance Certificate Within 5 days of filing with the SEC, but no later than 45 days after fiscal quarter end Yes No Monthly financial statements with Compliance Certificate Within 30 days of month end Yes No Monthly Borrowing Base Reports Within 30 days of month end when Streamline Period is in effect Yes No Weekly Borrowing Base Reports No later than Friday each week when Streamline Period is not in effect Yes No Annual financial statement (CPA Audited) + Compliance Certificate Within 5 days of filings with the SEC but no later than Board Approved Projections Annually within 90 days after FYE Yes No 10‑Q, 10‑K and 8-K Within 5 Compliance Certificate Monthly within 45 days after filing with SEC Yes No Annual operating budgets for upcoming fiscal year and board approval of such annual operating budgets Within 45 days prior The following are the exceptions with respect to the FYE but evidence of board approval certification above: (If no exceptions exist, state “No exceptions to be delivered by September 15 of such fiscal year note.”) [NAME OF BORROWER] By: Name: Title: AGENT USE ONLY Received by: authorized signer Date: Verified: authorized signer Date: Compliance Status: Yes No Report Exhibit D Form Of Secured Promissory Note $[__________] [__________ __], 20[__] FOR VALUE RECEIVED, FURIEX PHARMACEUTICALS, INC., a Delaware corporation, APBI HOLDINGS, LLC, a North Carolina limited liability company, DEVELOPMENT PARTNERS, LLC, a Delaware limited liability company, and GENUPRO, INC., a North Carolina corporation (either individually or collectively as the context may require, the “Borrower”) hereby promises to pay to the order of [_______________], or the holder of this Note (“Lender”) in care of MIDCAP FUNDING III, LLC, as agent under the Loan Agreement (as defined below), with an address of 0000 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxxx 00000, or such other place of payment as the holder of this Secured Promissory Note (this “Promissory Note”) may specify from time to time in writing, in lawful money of the United States of America, the principal amount of [__________] and No/100 Dollars ($[__________]), or such other principal amount as Lender has advanced to Borrower, together with interest in accordance with the Loan Agreement (as hereinafter defined) (or if and when applicable, at a rate equal to the Default Rate (as defined in the Loan Agreement) based upon a year consisting of 360 days, with interest computed daily based on the actual number of days in each month until the principal balance is paid in full. This Promissory Note is executed and delivered in connection with that certain Amended and Restated Loan and Security Agreement of August 2, 2012 by and among Borrower, MidCap Funding III, LLC, as agent for Lenders, and Lender, and the other lenders named therein from time to time (as the same may from time to time be amended, modified, restated or supplemented in accordance with its terms, the “Loan Agreement”), and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Promissory Note, and upon any such Event of Default, all principal and interest and other obligations owing under this Promissory Note may be accelerated and declared immediately due and payable as provided for in the Loan Agreement. Reference to the Loan Agreement shall not affect or impair the absolute and unconditional obligation of Borrower to pay all principal and interest and premium, if any, under this Promissory Note upon demand or as otherwise provided herein Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the Uniform Commercial Code as in effect in the State of Maryland or any applicable law. Borrower agrees to make all payments under this Promissory Note without setoff, recoupment or deduction and regardless of any legal actions pending counterclaim or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs defense. This Promissory Note has been negotiated and delivered to Borrower or any of its Subsidiaries of, individually or Lender and is payable in the aggregateState of Maryland. This Promissory Note shall be governed by and construed and enforced in accordance with, $1,000,000 the laws of the State of Maryland, excluding any conflicts of law rules or more Promptly Yes Noprinciples that would cause the application of the laws of any other jurisdiction. Without limiting the generality of the preceding paragraph, the provisions of Section 11 of the Loan Agreement regarding jurisdiction, venue and jury trial waiver are incorporated herein.

Appears in 1 contract

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

Reporting Covenant Required Complies. Transaction Report (in connection with Advance) With each request for an Advance Yes No Monthly Transaction Report Within 30 days of month end when Streamline Period is in effect for 6 months after the Effective Date and each month thereafter, within 20 days of month end when Streamline Period is in effect Yes No Weekly Transaction Report No later than Friday each week when Streamline Period is not in effect Yes No Cash holdings report Within 30 days of month end Yes No Quarterly financial statements with Compliance Certificate Within 5 days of filing with the SEC, but no later than 45 days after fiscal quarter end Yes No Monthly financial statements with Compliance Certificate Within Monthly within 30 days of month end Yes No Monthly Borrowing Base Reports Within 30 days of month end when Streamline Period is in effect Yes No Weekly Borrowing Base Reports No later than Friday each week when Streamline Period is not in effect Yes No Annual financial statement (CPA Audited) + FYE within 120 days Yes No A/R Aging Monthly within 20 days Yes No A/R Audit Annual Yes No FINANCIAL COVENANT REQUIRED ACTUAL COMPLIES ------------------ -------- ---------- -------- Maintain on a Monthly Basis: Minimum Quick Ratio 1.5:1.0 ______:1.0 Yes No Minimum Tangible Net Worth $4,500,000 $_________ Yes No COMMENTS REGARDING EXCEPTIONS: SEE ATTACHED BANK USE ONLY Received By: ---------------------- Date: ----------------------------- Verified: ------------------------- Date: ----------------------------- T/R SYSTEMS, INC. Compliance Certificate Within 5 days Status: Yes No By: --------------------------------- Name: ------------------------------- Title: ------------------------------ AMENDED AND RESTATED REVOLVING PROMISSORY NOTE $2,000,000.00 October 16, 1998 FOR VALUE RECEIVED, the undersigned, T/R SYSTEMS, INC., a Georgia corporation ("Borrower"), promises to pay to the order of filings Silicon Valley Bank, a California-chartered bank ("Bank"), at such place as the holder hereof may designate, in accordance with the SEC but no later than 90 days after FYE Yes No 10‑QLoan and Security Agreement dated October 17, 10‑K 1997, as amended by that certain Loan Modification Agreement dated as of March 31, 1998 and 8-K Within 5 days after filing that certain Second Loan Modification Agreement as of the date hereof between Borrower and Bank (as amended, modified or supplemented from time to time in accordance with SEC Yes No Annual operating budgets for upcoming fiscal year its terms, the "Loan Agreement") the principal sum of Two Million Dollars ($2,000,000.00) or such lesser amount as may constitute the unpaid principal amount of the Advances made by Bank to Borrower, in lawful money of the United States, and board approval of to pay interest in like money at such annual operating budgets Within 45 days prior office or place from the date hereof to the FYE but evidence date of board approval payment in full hereof (whether by acceleration or otherwise) on the unpaid principal balance hereof at a rate per annum which shall be equal to one percentage point (1.00) in excess of the Prime Rate (as hereinafter defined) in effect from time to time, which interest rate shall change as the Prime Rate changes. Interest shall be delivered by September 15 payable monthly in arrears on the sixteenth (16th) calendar day of such fiscal year Yes No Report each month, commencing on November 16, 1998 until maturity, and thereafter on demand. Interest shall be calculated on the basis of any legal actions pending or threatened in writing against Borrower or any actual days elapsed over a 360-day year. The unpaid principal amount of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries ofthis Note, individually or and accrued interest thereon, shall be payable on the Revolving Maturity Date, under and as defined in the aggregateLoan Agreement referred to hereinabove or earlier as hereinafter provided. Bank's computation of amounts outstanding hereunder from time to time shall be, $1,000,000 or more Promptly Yes Noas between Bank and Borrower, final, conclusive and binding for all purposes, absent manifest error.

Appears in 1 contract

Samples: Loan Modification Agreement (T/R Systems Inc)

Reporting Covenant Required Complies. Transaction Report (in connection with Advance) With each request for an Advance Monthly consolidated and consolidating financial statements - Borrower prepared Monthly within 30 days when not on a Quarterly Streamline Period Yes No Monthly Transaction Report Within Quarterly consolidated financial statements Quarter end within 30 days of month end when for each quarterly period in which Borrower is in a Quarterly Streamline Period and is not required to file with the SEC Yes No Quarterly consolidating financial statements – Borrower prepared Quarter end within 30 days for each quarterly period in which Borrower is in effect for 6 months a Quarterly Streamline Period Yes No Compliance Certificate (i) during a Quarterly Streamline Period, within thirty (30) days after the Effective Date end of each quarter, and each month thereafter, within 20 days of month end (ii) at all other times when Streamline Period is in effect Yes No Weekly Transaction Report No later than Friday each week when a Quarterly Streamline Period is not in effect Yes No Cash holdings report Within 30 days of month end Yes No Quarterly financial statements with Compliance Certificate Within 5 days of filing with the SECeffect, but no later than 45 monthly, within thirty (30) days after fiscal quarter the end Yes No Monthly financial statements with Compliance Certificate Within 30 days of each month end Yes No Monthly Borrowing Base Reports Within 30 days of month end when Streamline Period is in effect Yes No Weekly Borrowing Base Reports No later than Friday each week when Streamline Period is not in effect Yes No Annual financial statement (CPA Audited) + Compliance Certificate Within 5 (on a consolidated basis) FYE within 120 days of filings for each FYE in which Borrower is not required to file with the SEC but no later than 90 days after FYE Yes No 10‑Q10-Q, 10‑K 10-K and 8-K Within 5 days after filing with SEC Yes No Annual operating budgets A/R & A/P Agings (i) during a Quarterly Streamline Period, within thirty (30) days after the end of each quarter, and (ii) at all other times when a Quarterly Streamline Period is not in effect, monthly, within thirty (30) days after the end of each month Yes No Transaction Reports (i) with each request for upcoming fiscal year an Advance; (ii) during a Quarterly Streamline Period, quarterly, within thirty (30) days after the end of each quarter; (iii) during a Monthly Streamline Period, monthly, within thirty (30) days after the end of each month; and board approval (iii) weekly, on the last business Day of such annual operating budgets Within 45 each week when a Streamline Period is not in effect Yes No Projections within thirty (30) days prior to the FYE but evidence end of board approval to be delivered by September 15 of such each fiscal year of Borrower and as updated and/or amended Yes No Report The following Intellectual Property was registered after the Effective Date (if no registrations, state “None”) Financial Covenant Required Actual Complies Maintain as indicated: Minimum Tangible Net Worth * $ Yes No Maximum Capital Expenditures ** $ Yes No * See Section 6.9(a) of any legal actions pending or threatened in writing against Borrower or any the Loan and Security Agreement ** See Section 6.9(b) of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, $1,000,000 or more Promptly Yes NoLoan and Security Agreement

Appears in 1 contract

Samples: Loan and Security Agreement (Planar Systems Inc)

Reporting Covenant Required Complies. Transaction Report Borrowing Base Report, Domestic A/R Agings, A/P Agings, Deferred Revenue Report, transaction reports, and unbilled accounts report (in connection i) with Advance) With each request for an Advance Yes No Monthly Transaction Report Within 30 days of month end Advance, (ii) when a Streamline Period is in effect for 6 months and (A) when no Advances are outstanding under the Revolving Line or have been requested, within forty-five (45) days after the Effective Date last day of each fiscal quarter of Borrower and each month thereafter(B) when Advances are outstanding under the Revolving Line or have been requested, within 20 thirty (30) days after the last day of month end each month, and (iii) when Streamline Period is in effect Yes No Weekly Transaction Report No later than Friday each week when a Streamline Period is not in effect effect, (A) when no Advances are outstanding under the Revolving Line or have been requested, within forty-five (45) days after the last day of each fiscal quarter of Borrower and (B) when Advances are outstanding under the Revolving Line or have been requested, no later than Friday of each week Yes No Cash holdings report Within 30 (i) when no Advances are outstanding under the Revolving Line or have been requested, within forty-five (45) days after the last day of month end each fiscal quarter of Borrower and (ii) when Advances are outstanding under the Revolving Line or have been requested, within thirty (30) days after the last day of each month, a cash holdings report Yes No Quarterly financial statements with Compliance Certificate Within 5 days of filing with the SEC, but no later than 45 days after fiscal quarter end Yes No Monthly financial statements with Compliance Certificate Within 30 (i) when no Advances are outstanding under the Revolving Line or have been requested, within forty-five (45) days after the last day of each fiscal quarter of Borrower and (ii) when Advances are outstanding under the Revolving Line or have been requested, within thirty (30) days after the last day of each month end Yes No Monthly Borrowing Base Reports Within 30 days of month end when Streamline Period is in effect Yes No Weekly Borrowing Base Reports No later than Friday each week when Streamline Period is not in effect Yes No Annual financial statement (CPA Audited) + Compliance Certificate Certificate, 10Q, 10K and 8-K Within 5 days of filings with the SEC but no later than 90 days after FYE Yes No 10‑Q, 10‑K and 8-K Within 5 days after filing with SEC Yes No Annual operating budgets for upcoming fiscal year and board approval of such annual operating budgets Within the earlier to occur of 45 days prior to the after FYE but evidence or 10 days after approval by Parent’s Board of board approval to be delivered by September 15 of such fiscal year Directors Yes No Report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, $1,000,000 or more Promptly Yes No

Appears in 1 contract

Samples: Loan and Security Agreement (Aviat Networks, Inc.)

Reporting Covenant Required Complies. Transaction Report (in connection with Advance) With each request for an Advance Yes No Monthly Transaction Report Within 30 days of month end when Streamline Period is in effect for 6 months after the Effective Date and each month thereafter, within 20 days of month end when Streamline Period is in effect Yes No Weekly Transaction Report No later than Friday each week when Streamline Period is not in effect Yes No Cash holdings report Within 30 days of month end Yes No Quarterly financial statements 10Q with Compliance Certificate Within 5 days of Business Days after filing with the SEC, but no later than 45 days after fiscal quarter end unless available on XXXXX Yes No Monthly financial statements with Compliance Certificate Within 30 days of month end Yes No Monthly Borrowing Base Reports Within 30 days of month end when Streamline Period is in effect Yes No Weekly Borrowing Base Reports No later than Friday each week when Streamline Period is not in effect Yes No Annual financial statement (CPA Audited) + Compliance Certificate Within 5 days of filings with the SEC but no later than 90 days after FYE Yes No 10‑Q, 10‑K 10-K and 8-K Within 5 days Business Days after filing with SEC SEC, unless available on XXXXX Yes No Annual operating budgets for upcoming fiscal year Console Location List Quarterly, within 15 Business Days Yes No The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”) CryoCor, Inc. APGENT USE ONLY By: Name: Received by: Title: AUTHORIZED SIGNER Date: Verified: AUTHORIZED SIGNER Date: Compliance Status: Yes No EXHIBIT D SECURED PROMISSORY NOTE $ Dated: , 2007 FOR VALUE RECEIVED, the undersigned, CRYOCOR, INC., a corporation (“Borrower”), HEREBY PROMISES TO PAY to the order of [ATEL /SVB/OXFORD] (“Lender”) the principal amount of Dollars ($ ) or such lesser amount as shall equal the outstanding principal balance of the Term Loan made to Borrower by Lender, plus interest on the aggregate unpaid principal amount of Term Loan, at the rates and board approval in accordance with the terms of the Loan and Security Agreement by and between Borrower and Silicon Valley Bank, as Agent, and the Lenders, including without limitation, Silicon Valley Bank, ATEL Ventures, Inc., and Oxford Finance Corporation (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”). If not sooner paid, the entire principal amount and all accrued interest hereunder and under the Loan Agreement shall be due and payable on Term Loan Maturity Date as set forth in the Loan Agreement. Beginning on , 2007, and on the Payment Date of each month thereafter, Borrower shall make six (6) monthly payments of interest only in arrears on the unpaid principal balance at the fixed rate per annum equal to ( %) (the “Basic Rate”) as follows: Interest only Installments Amount 1-6 $ each Thereafter commencing on , and on the Payment Date of each month thereafter, Borrower shall make thirty (30) monthly payments of principal and interest in arrears (such annual operating budgets Within 45 days interest on the unpaid principal balance accruing after , 2007, at a fixed rate per annum equal to the Basic Rate) as follows: Principal and Interest Installments Amount 7-35 $ each 36 $ (shall include the amount of the total outstanding principal and interest, if any) Borrower agrees to pay any initial partial month interest payment from the date of this Note to the first Payment Date (“Interim Interest”) on the first Payment Date. Principal, interest and all other amounts due with respect to the Term Loan, are payable in lawful money of the United States of America to Lender as set forth in the Loan Agreement and this Secured Promissory Note. The principal amount of this Note and the interest rate applicable thereto, and all payments made with respect thereto, shall be recorded by Lender and, prior to any transfer hereof, endorsed on the FYE but evidence grid attached hereto which is part of board approval this Note. The Loan Agreement, among other things, (a) provides for the making of a secured Term Loan to be delivered by September 15 Borrower, and (b) contains provisions for acceleration of such fiscal year Yes No Report the maturity hereof upon the happening of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, $1,000,000 or more Promptly Yes Nocertain stated events.

Appears in 1 contract

Samples: Loan and Security Agreement (Cryocor Inc)

Reporting Covenant Required Complies. Transaction Report (in connection with Advance) With each request for an Advance Yes No Monthly Transaction Report Within Annual Operating Projections Annually, at least 30 days of month end when Streamline Period is in effect for 6 months after the Effective Date and each month thereafterprior to FYE ¨ ¨ Monthly Financial Statements Monthly, within 20 25 days of month end when Streamline Period is in effect Yes No Weekly Transaction Report No later than Friday each week when Streamline Period is not in effect Yes No Cash holdings report Within ¨ ¨ Compliance Certificate Monthly, within 30 days of month end Yes No Quarterly financial statements with Compliance Certificate ¨ ¨ 10K, 10Q and 8K Within 5 days of filing with the SECSEC ¨ ¨ A/R and A/P Agings, but no later than 45 Statement of Deferred Revenues Monthly, within 25 days after fiscal quarter end ¨ ¨ Borrowing Base Certificate Monthly, within 25 days ¨ ¨ A/R Audit Initial and Semi-Annually ¨ ¨ Deposit balances with Bank $ ______________________ Deposit balances outside Bank $ ______________________ Financial Covenant Required Actual Complies Yes No Minimum Monthly financial statements with Adjusted Quick Ratio 1.25:1.00 _____:1.00 ¨ ¨ Minimum Monthly Tangible Net Worth See Agreement (Section 6.9) _____ ¨ ¨ Comments Regarding Exceptions: See Attached. Bank Use Only Sincerely, SIGNATURE Received Date TITLE Verified Date DATE Compliance Certificate Within 30 days of month end Status Yes No Monthly Borrowing Base Reports Within 30 days SCHEDULE OF EXCEPTIONS Permitted Indebtedness (Section 1.1) Permitted Investments (Section 1.1) Permitted Liens (Section 1.1) Inbound Licenses (Section 5.6) Prior Names (Section 5.7) Litigation (Section 5.8) CORPORATE RESOLUTIONS TO BORROW Borrower: DOCUMENT CAPTURE TECHNOLOGIES, INC. I, the undersigned Secretary or Assistant Secretary of month end when Streamline Period DOCUMENT CAPTURE TECHNOLOGIES, INC. (the “Corporation”), HEREBY CERTIFY that the Corporation is organized and existing under and by virtue of the laws of the State of Delaware. I FURTHER CERTIFY that attached hereto as Attachments 1 and 2 are true and complete copies of the Certificate of Incorporation, as amended, and the Bylaws of the Corporation, each of which is in full force and effect Yes No Weekly Borrowing Base Reports No later than Friday each week when Streamline Period is not in effect Yes No Annual financial statement (CPA Audited) + Compliance Certificate Within 5 days of filings with on the SEC but no later than 90 days after FYE Yes No 10‑Q, 10‑K and 8-K Within 5 days after filing with SEC Yes No Annual operating budgets for upcoming fiscal year and board approval of such annual operating budgets Within 45 days prior to the FYE but evidence of board approval to be delivered by September 15 of such fiscal year Yes No Report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, $1,000,000 or more Promptly Yes Nodate hereof.

Appears in 1 contract

Samples: Loan and Security Agreement (Document Capture Technologies, Inc.)

Reporting Covenant Required Complies. Transaction Report (in connection with Advance) With each request for an Advance Yes No Monthly Transaction Report Within 30 days of month end when Streamline Period is in effect for 6 months after the Effective Date and each month thereafter, within 20 days of month end when Streamline Period is in effect Yes No Weekly Transaction Report No later than Friday each week when Streamline Period is not in effect Yes No Cash holdings report Within 30 days of month end Yes No Quarterly financial statements with Compliance Certificate Within 5 days of filing with the SEC, but no later than 45 days after fiscal quarter end Yes No Monthly financial statements with Compliance Certificate Within Monthly within 30 days of month end Yes No Monthly Borrowing Base Reports Within 30 days of month end when Streamline Period is in effect Yes No Weekly Borrowing Base Reports No later than Friday each week when Streamline Period is not in effect Yes No Annual financial statement (CPA Audited) + Compliance XX XXX within 180 days Yes No A/R & A/P Agings Monthly within 30 days Yes No Deferred Revenue (if applicable) Monthly within 30 days Yes No Borrowing Base Certificate Within 5 (if Borrowing Base Eligible and any Advances are outstanding) Monthly within 30 days Yes No Board Projections FYE within 30 days of filings Board Approval Yes No Performance Pricing Net Cash Applicable Rate Applies Borrowing Base Eligible Net Cash ³ $15,000,000* WSJ Prime + 0.35% Yes No Yes Net Cash < $15,000,000* WSJ Prime + 1.75% Yes No No Non-Formula Loans Net Cash Non-Formula Applicable Rate Applies Non-Formula Loan Eligible* Net Cash ³ $15,000,000 WSJ Prime + 1.25% Yes No Yes Net Cash < $15,000,000 WSJ Prime + 1.25% Yes No No *-Borrower shall be Non-Formula Loan Eligible regardless of Borrower’s Net Cash through July 15, 2017 Financial Covenant Required Actual Compliance Adjusted Quick Ratio (monthly)* 1.25:1.00 :1.00 Yes No Net Cash* $15,000,000 $ Yes No Unrestricted Cash and Cash Equivalents at Bank and Bank’s Affiliates** $25,000,000 $ Yes No Either: Upon IPO prior to 7/15/17, deposit gross proceeds from IPO at Bank Otherwise, draw Subordinated Debt before July 15, 2017 $70,000,000 $20,000,000 $ $ Yes No Yes No * Commencing with the SEC month ending November 30, 2017 ** Through October 31, 2017 but excluding month ending June 30, 2017 The following financial covenant analysis and other information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate. All other representations and warranties in this Agreement are true and correct in all material respects on this date, and Borrower represents that there is no later than 90 days after FYE Yes No 10‑Qexisting Event of Default. Sincerely, 10‑K and 8-K Within 5 days after filing with SEC Yes No Annual operating budgets for upcoming fiscal year and board approval of such annual operating budgets Within 45 days prior to the FYE but evidence of board approval to be delivered by September 15 of such fiscal year Yes No Report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries ofTINTRI, individually or in the aggregate, $1,000,000 or more Promptly Yes NoINC. Signature Title Date

Appears in 1 contract

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

Reporting Covenant Required Complies. Transaction Report (in connection with Advance) With each request for an Advance Yes No Monthly Transaction Report Within 30 days of month end when Streamline Period is in effect for 6 months after the Effective Date Quarterly consolidated and each month thereafter, within 20 days of month end when Streamline Period is in effect Yes No Weekly Transaction Report No later than Friday each week when Streamline Period is not in effect Yes No Cash holdings report Within 30 days of month end Yes No Quarterly consolidating financial statements with Compliance Certificate Within The earlier of (i) quarterly, within 45 days and (ii) within 5 days of after filing with the SEC, but no later than 45 days after fiscal quarter end SEC Yes No Monthly financial statements with Compliance Certificate Within 30 Monthly within 25 days of for each month end Yes No Monthly Borrowing Base Reports Within 30 days of month end when Streamline Period is in effect Yes No Weekly Borrowing Base Reports No later than Friday each week when Streamline Period that is not in effect a quarter-end Yes No Annual financial statement (CPA Audited) + Compliance Certificate Within 5 XX XXX within 120 days of Yes No A/R & A/P Agings, Borrowing Base and Transaction Reports Monthly within 15 days* Yes No Other filings with the SEC but no later than 90 days after FYE Yes No 10‑Q, 10‑K and 8-K or any other regulatory agency Within 5 10 days after filing with SEC Yes No Annual operating budgets for upcoming fiscal year Projections Annually within FYE and board approval of such annual operating budgets Within 45 days prior when amended *Bank may, in its sole discretion, require Borrower to provide mid-month accounts receivable aging reports, unbilled revenue reports, cash receipt journals and other reports as may be required by Bank, in its sole discretion The following Intellectual Property was registered after the Effective Date and since the last Compliance Certificate was provided to the FYE but evidence of board approval to be delivered by September 15 of such fiscal year Bank (if no registrations, state “None”) Financial Covenant Required Actual Complies Maintain: Minimum Adjusted Quick Ratio (Quarterly) 0.80:1.0 :1.0 Yes No Report Minimum Consolidated EBITDA minus Capital Expenditures (Quarterly) $ $ Yes No Minimum Liquidity (Monthly) $ $ Yes No The following financial covenant analyses and information set forth in Schedule I attached hereto are true and accurate as of any legal actions pending or threatened in writing against the date of this Certificate. The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”) IBASIS, INC. BANK USE ONLY Received by: By: AUTHORIZED SIGNER Name: Date: Title: Verified: AUTHORIZED SIGNER Date: Compliance Status: Yes No Schedule 1 to Compliance Certificate Financial Covenants of Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, $1,000,000 or more Promptly Yes NoDated:

Appears in 1 contract

Samples: Third Loan Modification Agreement (Ibasis Inc)

Reporting Covenant Required Complies. Transaction Report (reports and schedules of collections Weekly and with requests for Credit Extensions, but not if the Streamline Option is in connection with Advance) With each request for an Advance effect. Yes No N/A Accounts receivable agings, aged by invoice date, accounts payable agings, aged by invoice date, and outstanding or held check registers, if any + BB Monthly Transaction Report Within within 30 days of month end when end, but not if the Streamline Period is in effect for 6 months after the Effective Date and each month thereafter, within 20 days of month end when Streamline Period Option is in effect Yes No Weekly Transaction Report No later than Friday each week when N/A Reconciliations of accounts receivable agings, aged by invoice date, transaction reports, and general ledger Monthly within 30 days of month end, but not if the Streamline Period Option is not in effect Yes No Cash holdings report Within N/A Perpetual inventory reports for Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) Monthly within 30 days of month end, but not if the Streamline Option is in effect Yes No N/A Monthly unaudited financial statements + CC Monthly within 30 days of month end Yes No Quarterly N/A Annual operating budgets (including income statements, balance sheets, and cash flow statements, each of the foregoing, by month) for the upcoming fiscal year 30 days prior to FYE Yes No N/A Annual financial statements certified by, and with Compliance Certificate Within 5 days of filing with the SECan unqualified opinion of, but no later than 45 days after fiscal quarter end Yes No Monthly financial statements with Compliance Certificate Within 30 days of month end Yes No Monthly Borrowing Base Reports Within 30 days of month end when Streamline Period is in effect Yes No Weekly Borrowing Base Reports No later than Friday each week when Streamline Period is not in effect Yes No Annual financial statement (independent CPA Audited) + Compliance Certificate Within 5 days of filings with the SEC but no later than 90 Annually, within 120 days after FYE Yes No 10‑QN/A Financial Covenant Required Actual Complies Tangible Net Worth (month end) From the Effective Date through December 31, 10‑K 2005: $10,000,000 plus 50% of all consideration received after the Effective Date for equity securities and 8-K Within 5 days after filing with SEC Subordinated Debt and 25% of quarterly net income $ Yes No Annual operating budgets From January 1, 2006 and thereafter: $8,500,000 plus 50% of all consideration received after the Effective Date for upcoming fiscal year equity securities and board approval Subordinated Debt and 25% of such annual operating budgets Within 45 days prior to the FYE but evidence of board approval to be delivered by September 15 of such fiscal year quarterly net income $ Yes No Report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries ofOutstanding Obligations under Loan Agreement* $0 $ Yes No N/A Comments Regarding Exceptions: See Attached. Sincerely, individually or in the aggregateBANK USE ONLY FiberStars, $1,000,000 or more Promptly Inc. Received by: AUTHORIZED SIGNER By: Date: Name: Verified: Title: Chief Financial Officer AUTHORIZED SIGNER Date: Compliance Status: Yes No

Appears in 1 contract

Samples: Loan and Security Agreement (Fiberstars Inc /Ca/)

Reporting Covenant Required Complies. Transaction Report (in connection with Advance) With each request for an Advance Yes No Monthly Transaction Report Within 30 days of month end when Streamline Period is in effect for 6 months after the Effective Date and each month thereafter, within 20 days of month end when Streamline Period is in effect Yes No Weekly Transaction Report No later than Friday each week when Streamline Period is not in effect Yes No Cash holdings report Within 30 days of month end Yes No Quarterly financial statements with Compliance Certificate Within 5 days of filing with the SEC, but no later than Quarterly within 45 days after fiscal quarter end Yes No Monthly financial statements with Compliance Certificate Within 30 days of month end Yes No Monthly Borrowing Base Reports Within 30 days of month end when Streamline Period is in effect Yes No Weekly Borrowing Base Reports No later than Friday each week when Streamline Period is not in effect Yes No Annual financial statement (CPA Audited) + Compliance Certificate Within 5 FYE within 120 days of filings with the SEC but no later than 90 days after FYE Yes No 10‑Q10-Q, 10‑K 10-K and 8-K Within 5 days after filing with SEC Yes No Annual operating budgets Projections 30 days after FYE Yes No Financial Covenant Required Actual Complies Maintain at all times (measured quarterly)* Adjusted EBITDA Loss (on a trailing twelve (12) month basis) See Section6.7 $ Yes No Liquidity > 1.50 : 1.00 :1.0 * Applicable only when Borrower’s Bank Liquidity is less than the Liquidity Threshold Performance Pricing for upcoming fiscal year Advances Applies Trailing 12-month Adjusted EBITDA ≥ $0.00 LIBOR Rate + 2.75%/Prime Rate + 0.00% Yes No Trailing 12-month Adjusted EBITDA < $0.00 LIBOR Rate + 3.25%/Prime Rate + 0.50% Yes No Performance Pricing for the Term Loan Applies Trailing 12-month Adjusted EBITDA ≥ $0.00 LIBOR Rate + 3.00%/Prime Rate + 0.25% Yes No Trailing 12-month Adjusted EBITDA < $0.00 LIBOR Rate + 3.50%/Prime Rate + 0.75% Yes No Determination of Unused Fee Applies Trailing 12-month Adjusted EBITDA ≥ $0.00 0.25% Yes No Trailing 12-month Adjusted EBITDA < $0.00 0.35% Yes No The following financial covenant analyses and board approval information set forth in Schedule 1 attached hereto are true and accurate as of such annual operating budgets Within 45 days prior the date of this Certificate. The following are the exceptions with respect to the FYE but evidence of board approval certification above: (If no exceptions exist, state “No exceptions to be delivered by September 15 of such fiscal year Yes No Report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries ofnote.”) IMPINJ, individually or in the aggregate, $1,000,000 or more Promptly INC. BANK USE ONLY Received by: AUTHORIZED SIGNER By: Date: Name: Verified: AUTHORIZED SIGNER Title: Date: Compliance Status: Yes No

Appears in 1 contract

Samples: Loan and Security Agreement (Impinj Inc)

Reporting Covenant Required Complies. Transaction Report (in connection with Advance) With each request for an Advance Monthly Financial Statements Compliance Certificate Monthly within 30 days Yes No Monthly Transaction Report Within 30 days of month end when Streamline Period is in effect for 6 months after the Effective Date and each month thereafter, Audited Financial Statements Annually within 20 days of month end when Streamline Period is in effect Yes No Weekly Transaction Report No later than Friday each week when Streamline Period is not in effect Yes No Cash holdings report Within 30 days of month end Yes No Quarterly financial statements with Compliance Certificate Within 5 days of filing with the SEC, but no later than 45 days after fiscal quarter end Yes No Monthly financial statements with Compliance Certificate Within 30 days of month end Yes No Monthly Borrowing Base Reports Within 30 days of month end when Streamline Period is in effect Yes No Weekly Borrowing Base Reports No later than Friday each week when Streamline Period is not in effect Yes No Annual financial statement (CPA Audited) + Compliance Certificate Within 5 days of filings with the SEC but no later than 90 240 days after FYE Yes No 10‑Q, 10‑K and 8-K Within 5 Board Approved Projections Annually within 10 days after filing with SEC FYE Yes No Annual operating budgets for upcoming fiscal year The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”) COLLATERAL AGENT USE ONLY COMPLETE GENOMICS, INC. Received by: AUTHORIZED SIGNER By: Date: Name: Title: Verified: AUTHORIZED SIGNER Date: Compliance Status: Yes No Exhibit C to Loan and board approval Security Agreement EXHIBIT D SECURED PROMISSORY NOTE $ Dated: July 30, 2008 FOR VALUE RECEIVED, the undersigned, COMPLETE GENOMICS, INC., a Delaware corporation (“Borrower”), HEREBY PROMISES TO PAY to the order of [SVB / OXFORD / LEADER A / LEADER B] (“Lender”) the principal amount of Dollars ($ ) or such annual operating budgets Within 45 days lesser amount as shall equal the outstanding principal balance of the Loans made to Borrower by Lender, plus interest on the aggregate unpaid principal amount of the Loans, at the rates and in accordance with the terms of the Loan and Security Agreement by and among Borrower and Silicon Valley Bank, as Collateral Agent, and the Lenders, including without limitation, Oxford Finance Corporation, SVB, Leader Lending, LLC – Series A and Leader Lending, LLC – Series B (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”). If not sooner paid, the entire principal amount and all accrued interest hereunder and under the Loan Agreement shall be due and payable on the applicable Maturity Date as set forth in the Loan Agreement. Borrower agrees to pay any initial partial month interest payment from the date of this Note to the first Payment Date (“Interim Interest”) on the first Payment Date. Principal, interest and all other amounts due with respect to the Loans, are payable in lawful money of the United States of America to Lender as set forth in the Loan Agreement and this Secured Promissory Note. The principal amount of this Note and the interest rate applicable thereto, and all payments made with respect thereto, shall be recorded by Lender and, prior to any transfer hereof, endorsed on the FYE but evidence grid attached hereto which is part of board approval this Note. The Loan Agreement, among other things, (a) provides for the making of secured Loans to Borrower, and (b) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events. This Note may not be delivered by September 15 prepaid except as set forth in Section 2 of such fiscal year Yes No Report the Loan Agreement. This Note and the obligation of Borrower to repay the unpaid principal amount of the Loans, interest on the Loans and all other amounts due Lender under the Loan Agreement is secured under the Loan Agreement. Presentment for payment, demand, notice of protest and all other demands and notices of any legal actions pending kind in connection with the execution, delivery, performance and enforcement of this Note are hereby waived. Borrower shall pay all reasonable fees and expenses, including, without limitation, reasonable attorneys’ fees and costs, incurred by Lender in the enforcement or threatened in writing against Borrower or attempt to enforce any of its Subsidiaries that could result Borrower’s obligations hereunder not performed when due. This Note shall be governed by, and construed and interpreted in damages or costs to Borrower or any accordance with, the laws of its Subsidiaries of, individually or in the aggregate, $1,000,000 or more Promptly Yes NoState of California.

Appears in 1 contract

Samples: Loan and Security Agreement (Complete Genomics Inc)

Reporting Covenant Required Complies. Transaction Report (in connection with Advance) With each request for an Advance Yes No Monthly Transaction Report Within 30 days of month end when Streamline Period is in effect for 6 months after the Effective Date and each month thereafter, within 20 days of month end when Streamline Period is in effect Yes No Weekly Transaction Report No later than Friday each week when Streamline Period is not in effect Yes No Cash holdings report Within 30 days of month end Yes No Quarterly financial statements with Compliance Certificate Within 5 days of filing with the SEC, but no later than 45 days after fiscal quarter end Yes No Monthly financial statements with Compliance Certificate Within 30 days of month end Yes No Monthly Borrowing Base Reports Within 30 days of month end when Streamline Period is in effect Yes No Weekly Borrowing Base Reports No later than Friday each week when Streamline Period is not in effect Yes No Annual financial statement (CPA Audited) + Compliance Certificate Within 5 days of filings with the SEC but no later than 90 days after FYE (except for Parent’s audited consolidated annual financial statements covering Parent’s fiscal year ended June 27, 2014, which must be delivered on or before December 31, 2014) Yes No 10‑Q, 10‑K and 8-K Within 5 days after filing with SEC Yes No Annual operating budgets for upcoming fiscal year and board approval of such annual operating budgets Within 45 days prior to the FYE but evidence of board approval to be delivered by September 15 of such fiscal year Yes No Report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, $1,000,000 or more Promptly Yes No

Appears in 1 contract

Samples: Loan and Security Agreement (Aviat Networks, Inc.)

Reporting Covenant Required Complies. Transaction Report (in connection with Advance) With each request for an Advance Yes No Monthly Transaction Report Within 30 days of month end when Streamline Period is in effect for 6 months after the Effective Date and each month thereafter, within 20 days of month end when Streamline Period is in effect Yes No Weekly Transaction Report No later than Friday each week when Streamline Period is not in effect Yes No Cash holdings report Within 30 days of month end Yes No Quarterly consolidating financial statements with Compliance Certificate Within 5 Monthly within 15 days if Advances or Letters of filing with the SEC, but no later than 45 days after fiscal quarter Credit are outstanding at month-end Yes No Monthly cash flow statements evidencing Borrower’s compliance with terms of Section 6.8(b) Monthly within 15 days Yes No Quarterly consolidating financial statements with + Compliance Certificate Within 30 Quarterly and annual financial statement requirement may be met by delivery of 10Q and 10K reports in accordance with the provisions of Section 6.2. Compliance Certificate required with every delivery of a 10Q and 10K. Quarterly within 45 days of month end Yes No Monthly Borrowing Base Reports Within 30 days of month end when Streamline Period is in effect Yes No Weekly Borrowing Base Reports No later than Friday each week when Streamline Period is not in effect Yes No Annual financial statement (CPA Audited) + Compliance Certificate Within 5 days of filings with the SEC but no later than Certificate1 FYE audited within 90 days after FYE Yes No 10‑Q10Q, 10‑K 10K and 8-K + Compliance Certificate1 Within 5 days after filing with SEC Yes No Annual operating budgets for upcoming fiscal year and board approval SEC, but, (i) in case of such annual operating budgets Within 10Qs, no later than within 45 days prior to of the FYE but evidence last day of board approval to be delivered by September 15 the first three fiscal quarter ends of such each fiscal year, and (2) in case of 10Ks, no later than 90 days of the last day of each fiscal year Yes No Monthly Compliance Certificate showing compliance with Liquidity ratio Monthly within 15 days if Advances or Letters of Credit are outstanding at month-end Yes No Transaction Report (and schedules attached thereto) (i) with each request for an Advance, (ii) no later than 5:00 p.m. Pacific time Monday of any legal actions pending each week immediately following a week when Liquidity is less than the Liquidity Threshold, and (iii) within twenty (20) days after the end of each month when Liquidity is greater than or threatened in writing against equal to the Liquidity Threshold. Yes No Material Litigation report Promptly Yes* No Annual board approved financial projections Annually within 60 days of fiscal year end Yes No *If yes, attached is a summary of the Material Litigation not previously disclosed by Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, $1,000,000 or more Promptly Yes NoSubsidiaries.

Appears in 1 contract

Samples: Loan and Security Agreement (Radisys Corp)

Reporting Covenant Required Complies. Transaction Report (in connection with Advance) With each request for an Advance Yes No Monthly Transaction Report Within 30 days of month end when Streamline Period is in effect for 6 months after the Effective Date and each month thereafter, within 20 days of month end when Streamline Period is in effect Yes No Weekly Transaction Report No later than Friday each week when Streamline Period is not in effect Yes No Cash holdings report Within 30 days of month end Yes No Quarterly financial statements with Compliance Certificate Within 5 Quarterly within 30 days of filing with the SEC, but no later than 45 (40 days after for Borrower’s second fiscal quarter end quarter) Yes No Monthly financial statements with Compliance Certificate Within Monthly within 30 days of month end Yes No Monthly Borrowing Base Reports Fiscal year end financials + CC Within 30 5 days of month end when Streamline Period is in effect Yes No Weekly Borrowing Base Reports No being publicly available but no later than Friday each week when Streamline Period is not in effect 55 days FYE Yes No Annual financial statement (CPA Audited) + Compliance Certificate Within 5 XX XXX within 180 days of filings with the SEC but no later than 90 days after FYE Yes No 10‑QA/R & A/P Agings, 10‑K and 8-K Within 5 Deferred Revenue report Monthly within 30 days after filing with SEC Yes No Quarterly Invoices/Purchase Orders As soon as available Yes No Annual operating budgets for upcoming fiscal year and board approval of such annual operating budgets Financial Projections Within 45 30 days prior to the FYE but evidence of board approval to be delivered by September 15 of such fiscal year after Board Approval Yes No Report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, Pricing Reduction Applies Net Cash > $1,000,000 or more Promptly Prime – 0.50% Yes NoNo Net Cash ≤ $1,000,000 Prime + 0.75% Yes No Net Cash > $0.00 No CHF Yes No Net Cash ≤ $0.00 CHF = 0.20% Yes No Pricing Reduction Trigger Required Actual Eligible for Reduction Net Cash $0.00/$1,000,000 $__________ Yes No [Continued next page.] All other representations and warranties in this Agreement are true and correct in all material respects on this date, and Borrower represents that there is no existing Event of Default. Sincerely, AEHR TEST SYSTEMS ________________________ Signature ________________________ Title ________________________ Date EXHIBIT D BORROWING BASE CERTIFICATE Borrower: Aehr Test Systems Lender: Silicon Valley Bank Commitment Amount: $2,500,000 ACCOUNTS RECEIVABLE

Appears in 1 contract

Samples: Loan and Security Agreement (Aehr Test Systems)

Reporting Covenant Required Complies. Transaction Report (in connection Monthly financial statements with Advance) With each request for an Advance Yes No Compliance Certificate Monthly Transaction Report Within within 30 days of month end when Streamline Period is (except as set forth in effect for 6 months after the Effective Date and each month thereafter, within 20 days of month end when Streamline Period is in effect Yes No Weekly Transaction Report No later than Friday each week when Streamline Period is not in effect Yes No Cash holdings report Within 30 days of month end Loan Agreement) Yes No Quarterly financial statements with Compliance Certificate Within 5 days of filing with the SEC, but no later than Quarterly within 45 days after fiscal quarter end Yes No Monthly financial statements with Compliance Certificate Within 30 days of month end Yes No Monthly Borrowing Base Reports Within 30 days of month end when Streamline Period is in effect Yes No Weekly Borrowing Base Reports No later than Friday each week when Streamline Period is not in effect Yes No Annual financial statement (CPA Audited) + Compliance Certificate Within 5 days of filings with the SEC but no later than XX XXX within 90 days after FYE Yes No 10‑Q10-Q, 10‑K 10-K and 8-K Within 5 days after filing with SEC Yes No Annual operating budgets for upcoming fiscal year and board approval Financial Covenant Required Actual Complies Performance to Plan; Revenues 80% of such annual operating budgets Within 45 days prior Projected Revenues* % Yes No * [*] The following are the exceptions with respect to the FYE but evidence of board approval certification above: (If no exceptions exist, state “No exceptions to be delivered by September 15 of such fiscal year note.”) CERUS CORPORATION LENDER USE ONLY By: Received by: Name: AUTHORIZED SIGNER Title: Date: Verified: AUTHORIZED SIGNER Date: Compliance Status: Yes No Report [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. ANNEX I [*] [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. EXHIBIT C DISBURSEMENT LETTER The undersigned, being the duly elected and acting President and CEO of any legal actions pending CERUS CORPORATION, a Delaware corporation (“Borrower”), does hereby certify to OXFORD FINANCE CORPORATION, (“Lender”) in connection with that certain Loan and Security Agreement dated on or threatened in writing against about the date hereof by and between Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or and Lender (the “Loan Agreement”; with other capitalized terms used below having the meanings ascribed thereto in the aggregate, $1,000,000 or more Promptly Yes NoLoan Agreement) that:

Appears in 1 contract

Samples: Loan and Security Agreement (Cerus Corp)

Reporting Covenant Required Complies. Transaction Report (in connection with Advance) With each request for an Advance Yes No Monthly Transaction Report Within Quarterly financial statements Quarterly within 30 days of month end when Streamline Period is in effect for 6 months after the Effective Date and each month thereafter, within 20 days of month end when Streamline Period is in effect Yes No Weekly Transaction Report No later than Friday each week when Streamline Period is not in effect Yes No Cash holdings report Within 30 days of month end Yes No Quarterly financial statements with Compliance Certificate Within 5 days audits of filing with the SEC, but no later than 45 days after fiscal quarter end Yes No Monthly financial statements with Compliance Certificate Within Net Financed Balances Quarterly within 30 days of month end Yes No Monthly Borrowing Base Reports Within 30 days of month end when Streamline Period is in effect Yes No Weekly Borrowing Base Reports No later than Friday each week when Streamline Period is not in effect Yes No Annual financial statement statements (CPA Audited) + FYE within 120 days Yes No 10K and 10Q As applicable Yes No Borrowing Base Cert. – Estimated Remaining Collections Monthly within 30 days Yes No (Continued on Next Page) Compliance Certificate Within 5 days of filings with the SEC but no later (Continued from Previous Page) Financial Covenant Required Actual Complies Funded Debt to EBITDA Not more than 90 days after FYE 2.0 to 1.0 to _ Yes No 10‑QTangible Net Worth Equal to at least 100% of Tangible Net Worth reported by Borrower at September 30, 10‑K and 8-K Within 5 days after filing with SEC Yes No Annual operating budgets for upcoming fiscal year and board approval 2005, plus 25% of such annual operating budgets Within 45 days prior to cumulative positive net income accrued since the FYE but evidence of board approval to be delivered by September 15 end of such fiscal year quarter, plus 100% of the net proceeds from any equity offering, calculated quarterly on the last day of each fiscal quarter, it being understood that up to $100,000,000 worth of funds expended by Borrower on the repurchase of Borrower’s capital stock shall not be deducted from Tangible Net Worth for purposes of this covenant. Yes No (Continued on Next Page) Compliance Certificate (Continued from Previous Page) Comments Regarding Exceptions: See Attached. BANK USE ONLY Received by: Authorized Signer Date: Authorized Signatory of Borrower Verified: Authorized Signer Title Date: Date Compliance Status Yes No EXHIBIT F Form of Asset Pool Report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, $1,000,000 or more Promptly Yes No11

Appears in 1 contract

Samples: Loan and Security Agreement (Portfolio Recovery Associates Inc)

Reporting Covenant Required Complies. Transaction Report (in connection with Advance) With each request for an Advance Reports Non-Streamline: Weekly; Streamline: monthly within 15 days Yes No Monthly Transaction Report Within 30 payable & receivable items, check registers, general ledger, & reconciliations Monthly within 15 days of month end when Streamline Period is in effect for 6 months after the Effective Date and each month thereafter, within 20 days of month end when Streamline Period is in effect Yes No Weekly Transaction Report No later than Friday each week when Streamline Period is not in effect Yes No Cash holdings report Within 30 days of month end Yes No Quarterly financial statements with Compliance Certificate Within 5 days of filing with the SEC, but no later than 45 days after fiscal quarter end Yes No Monthly financial statements with Compliance Certificate Within Monthly within 30 days of month end Yes No Monthly Borrowing Base Reports Within 30 days of month end when Streamline Period is in effect Yes No Weekly Borrowing Base Reports No later than Friday each week when Streamline Period is not in effect Yes No Annual financial statement (CPA Audited) + Compliance Certificate Within 5 FYE within 120 days of filings with the SEC but no later than 90 days after Yes No Annual budgets and projections Prior to FYE Yes No 10‑Q, 10‑K and 8-K Within 5 days after filing with SEC Financial Covenants Required Actual Complies Maintain on a Monthly Basis: Minimum Liquidity Ratio (when required) 1.75:1.00 :1.00 Yes No Annual operating budgets Maximum Capital Expenditures * $ Yes No Minimum Fixed Charge Coverage Ratio (when required) 1.50:1.00 :1.00 Yes No Minimum EBITDA * $ Yes No * See Loan Agreement Performance Pricing Applies Liquidity Ratio: greater or equal to 2.50 to 1.00 First Tier Rate Yes No greater or equal to 2.00 to 1.00, but less than 2.50 to 1.00 Second Tier Rate Yes No Less than 2.00 to 1.00, or Event of Default exists Regular Rate Yes No Streamline Period Streamline Requirement Met? See Loan Agreement Yes No Borrower is party to, or bound by, the following material Restricted Licenses that were not previously noted in the Perfection Certificate or a prior Compliance Certificate: . Borrower intends to register the following copyrights or mask works with the United States Copyright Office that were not previously noted in a prior Compliance Certificate: . Borrower has (i) obtained the following Patents, registered Trademarks, registered Copyrights, registered mask work, or any pending application for upcoming any of the foregoing, whether as owner, licensee or otherwise, and (ii) applied for the following Patents and the registration of the following Trademarks; in each case, that were not previously noted in the Perfection Certificate or a prior Compliance Certificate (to be reported on as part of the Compliance Certificate due following the last month of each fiscal year quarter): . The following financial covenant analyses and board approval information set forth in Schedule 1 attached hereto are true and accurate as of such annual operating budgets Within 45 days prior the date of this Certificate. The following are the exceptions with respect to the FYE but evidence of board approval certification above: (If no exceptions exist, state “No exceptions to be delivered by September 15 of such fiscal year Yes No Report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries ofnote.”) ATRICURE, individually or in the aggregate, $1,000,000 or more Promptly INC. BANK USE ONLY Received by: BY: AUTHORIZED SIGNER Name: Date: Title: Verified: AUTHORIZED SIGNER Date: Compliance Status: Yes No

Appears in 1 contract

Samples: Second Loan Modification Agreement (AtriCure, Inc.)

Reporting Covenant Required Complies. Transaction Report (in connection with Advance) With each request for an Advance Yes No Monthly Transaction Report Within 30 days of month end when Streamline Period is in effect for 6 months after the Effective Date and each month thereafter, within 20 days of month end when Streamline Period is in effect Yes No Weekly Transaction Report No later than Friday each week when Streamline Period is not in effect Yes No Cash holdings report Within 30 days of month end Yes No Quarterly Annual financial statements with Compliance Certificate Within 5 (CPA Audited) FYE within 180 days of filing with the SEC, but no later than 45 days after fiscal quarter end (beginning FYE 2020) Yes No Monthly financial statements with and Compliance Certificate Within Monthly within 30 days of month end Yes No Monthly Borrowing Base Reports 10K and 10Q Within 30 10 days of month end when Streamline Period is in effect Yes No Weekly Borrowing Base Reports No later than Friday each week when Streamline Period is not in effect Yes No Annual financial statement (CPA Audited) + Compliance Certificate Within 5 days of filings with the SEC but no later than 90 days after FYE Yes No 10‑Q, 10‑K and 8-K Within 5 days after filing with SEC Yes No Annual operating budgets for upcoming fiscal year budget approved by board of directors FYE within 30 days and board approval within 10 days of such annual operating budgets Within 45 days prior to the FYE but evidence of board approval to be delivered by September 15 of such fiscal year Board approved updates thereto Yes No Report A/R & A/P Agings Monthly within 30 days Yes No The following Intellectual Property Collateral was registered after the Closing Date (if no registrations, state “None”) Deposit balance with PacWest $ __________________ Yes No Deposit balance with First Republic Bank $ __________________ Yes No Deposit balance with Bank $ __________________ Financial Covenant Required Actual Complies Maximum EBDA Deviation ($500,000.00) $__________ Yes No Adjusted Quick Ratio 1.25:1.00 _____:1.00 Yes No Comments Regarding Exceptions: See Attached. BANK USE ONLY Received by: Sincerely, AUTHORIZED SIGNER Date: ISPECIMEN INC. Verified: SIGNATURE AUTHORIZED SIGNER Date: TITLE Compliance Status Yes No DATE SCHEDULE OF EXCEPTIONS Permitted Indebtedness (Section 1.1) None. Permitted Investments (Section 1.1) None. Permitted Liens (Section 1.1) Lien granted to First Insurance Funding, a Division of any legal actions pending or threatened in writing against Borrower or any Lake Forest Bank & Trust Company, N.A. pursuant to that certain Premium Finance Agreement, dated as of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries ofAugust 5, individually or in the aggregate, $1,000,000 or more Promptly Yes No2021 Inbound Licenses (Section 5.6) None. Prior Names (Section 5.7) None. Litigation (Section 5.8) None.

Appears in 1 contract

Samples: Loan and Security Agreement (iSpecimen Inc.)

Reporting Covenant Required Complies. Transaction Report (in connection with Advance) With each request for an Advance Yes No Monthly Transaction Report Within 30 days of month end when Streamline Period is in effect for 6 months after the Effective Date and each month thereafter, within 20 days of month end when Streamline Period is in effect Yes No Weekly Transaction Report No later than Friday each week when Streamline Period is not in effect Yes No Cash holdings report Within 30 days of month end Yes No Quarterly financial statements with Compliance Certificate Quarterly within 30 days (40 days for Borrower’s second fiscal quarter) Yes No Fiscal year end financials + CC Within 5 days of filing with the SEC, being publicly available but no later than 45 55 days after fiscal quarter end Yes No Monthly financial statements with Compliance Certificate Within 30 days of month end Yes No Monthly Borrowing Base Reports Within 30 days of month end when Streamline Period is in effect Yes No Weekly Borrowing Base Reports No later than Friday each week when Streamline Period is not in effect FYE Yes No Annual financial statement (CPA Audited) + Compliance Certificate Within 5 XX XXX within 180 days of filings with the SEC but no later than 90 days after FYE Yes No 10‑QA/R & A/P Agings, 10‑K and 8-K Within 5 Deferred Revenue report Monthly within 30 days after filing with SEC Yes No Quarterly Invoices/Purchase Orders As soon as available Yes No Annual operating budgets for upcoming fiscal year and board approval of such annual operating budgets Financial Projections Within 45 30 days prior to the FYE but evidence of board approval to be delivered by September 15 of such fiscal year after Board Approval Yes No Report Pricing Reduction Applies Revenue ≥ 70% of any legal actions pending or threatened Plan Prime – 0.50% Yes No Revenue < 70% of Plan Prime + 0.75% Yes No Net Cash ≥ $0.00 CHF = 0.20% Yes No Net Cash < $0.00 No CHF Yes No Pricing Reduction Trigger Required Actual Eligible for Reduction Revenue $__________ (70% of Plan) $__________ Yes No Net Cash $0.00 $__________ Yes No [Continued next page.] All other representations and warranties in writing against this Agreement are true and correct in all material respects on this date, and Borrower or any represents that there is no existing Event of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries ofDefault. Sincerely, individually or in the aggregate, AEHR TEST SYSTEMS ________________________ Signature ________________________ Title ________________________ Date EXHIBIT C BORROWING RESOLUTIONS [see attached] EXHIBIT D BORROWING BASE CERTIFICATE Borrower: Aehr Test Systems Lender: Silicon Valley Bank Commitment Amount: $1,000,000 or more Promptly Yes No1,500,000 ACCOUNTS RECEIVABLE

Appears in 1 contract

Samples: Loan and Security Agreement (Aehr Test Systems)

Reporting Covenant Required Complies. Transaction Report (in connection with Advance) With each request for an Advance Monthly Financial Statements Monthly within 45 days Yes No Monthly Transaction Report Within 30 days of month end when Streamline Period is in effect for 6 months after the Effective Date and each month thereafter, Audited Financial Statements Annually within 20 days of month end when Streamline Period is in effect Yes No Weekly Transaction Report No later than Friday each week when Streamline Period is not in effect Yes No Cash holdings report Within 30 days of month end Yes No Quarterly financial statements with Compliance Certificate Within 5 days of filing with the SEC, but no later than 45 days after fiscal quarter end Yes No Monthly financial statements with Compliance Certificate Within 30 days of month end Yes No Monthly Borrowing Base Reports Within 30 days of month end when Streamline Period is in effect Yes No Weekly Borrowing Base Reports No later than Friday each week when Streamline Period is not in effect Yes No Annual financial statement (CPA Audited) + Compliance Certificate Within 5 days of filings with the SEC but no later than 90 120 days after FYE Yes No 10‑Q, 10‑K and 8-K Within 5 Board Approved Projections Annually within 30 days after filing with SEC FYE Yes No Annual operating budgets for upcoming fiscal year and board approval of such annual operating budgets Within Compliance Certificate Monthly within 45 days Yes No The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”) --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- NUPATHE INC. AGENT USE ONLY Received by: By: AUTHORIZED SIGNER Name: Date: Title: Verified: AUTHORIZED SIGNER Date: Compliance Status: Yes No EXHIBIT D – SECURED PROMISSORY NOTE SECURED PROMISSORY NOTE $ Dated: , 20 FOR VALUE RECEIVED, the undersigned, NUPATHE INC., a Delaware corporation (“Borrower”) HEREBY PROMISES TO PAY to the order of MIDCAP FUNDING III, LLC (“Lender”) the principal amount of DOLLARS ($ ) or such lesser amount as shall equal the outstanding principal balance of the Term Loan made to Borrower by Lender, plus interest on the aggregate unpaid principal amount of the Term Loan, at the rates and in accordance with the terms of the Loan and Security Agreement by and between Borrower and Midcap Funding III, LLC, as Agent, and the Lenders as defined therein (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”). If not sooner paid, the entire principal amount and all accrued interest hereunder and under the Loan Agreement shall be due and payable on Maturity Date as set forth in the Loan Agreement. Borrower agrees to pay any initial partial month interest payment from the date of this Secured Promissory Note (this “Note”) to the first Payment Date (“Interim Interest”) on the first Payment Date. Principal, interest and all other amounts due with respect to the Term Loan, are payable in lawful money of the United States of America to Lender as set forth in the Loan Agreement and this Note. The principal amount of this Note and the interest rate applicable thereto, and all payments made with respect thereto, shall be recorded by Lender and, prior to any transfer hereof, endorsed on the FYE but evidence grid attached hereto which is part of board approval this Note. The Loan Agreement, among other things, (a) provides for the making of a secured Term Loan to Borrower, and (b) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events. This Note may not be delivered by September 15 prepaid except as set forth in Section 2.2(c) and Section 2.2(d) of such fiscal year Yes No Report the Loan Agreement. This Note and the obligation of Borrower to repay the unpaid principal amount of the Term Loan, interest on the Term Loan and all other amounts due Lender under the Loan Agreement is secured under the Loan Agreement. Presentment for payment, demand, notice of protest and all other demands and notices of any legal actions pending kind in connection with the execution, delivery, performance and enforcement of this Note are hereby waived. Borrower shall pay all reasonable fees and expenses, including, without limitation, reasonable attorneys’ fees and costs, incurred by Lender in the enforcement or threatened in writing against Borrower or attempt to enforce any of its Subsidiaries that could result Borrower’s obligations hereunder not performed when due. This Note shall be governed by, and construed and interpreted in damages or costs to Borrower or any accordance with, the laws of its Subsidiaries of, individually or in the aggregate, $1,000,000 or more Promptly Yes NoState of Maryland.

Appears in 1 contract

Samples: Loan and Security Agreement (Nupathe Inc.)

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Reporting Covenant Required Complies. Transaction Report (in connection with Advance) With each request for an Advance Yes No Monthly Transaction Report Within 30 days of month end when Streamline Period is in effect for 6 months after the Effective Date and each month thereafter, within 20 days of month end when Streamline Period is in effect Yes No Weekly Transaction Report No later than Friday each week when Streamline Period is not in effect Yes No Cash holdings report Within 30 days of month end Yes No Quarterly financial statements with Compliance Certificate Within 5 days of filing with the SEC, but no later than 45 days after fiscal quarter end Reports Weekly* Yes No Monthly financial statements with Compliance Certificate Within Monthly within 30 days of month end Yes No Monthly Borrowing Base Reports Within 30 days of month end when Streamline Period is in effect Yes No Weekly Borrowing Base Reports No later than Friday each week when Streamline Period is not in effect Yes No Annual financial statement (CPA Audited) + Compliance Certificate Within 5 XX XXX within 180 days of filings with the SEC but no later than 90 days after FYE Yes No 10‑Q, 10‑K A/R & A/P Agings and 8-K Within 5 Deferred Revenue Report Monthly within 20 days after filing with SEC Yes No Annual operating budgets Board Approved Financial Projections FYE within 30 days Yes No * Required monthly during any Streamline Period and not required at any time when no Obligations are outstanding Financial Covenant Required Actual Complies Maintain on a Monthly Basis: Minimum Tangible Net Worth $ 20,000,000 ** $ Yes No ** plus (i) 50% of quarterly Net Income after the Effective Date (without reduction for upcoming fiscal year any losses), plus (ii) 50% of proceeds from the issuances of equity after the Effective Date, plus (iii) 50% of Subordinated Debt proceeds received by Borrower after the Effective Date Performance Pricing* Applies Adjusted Quick Ratio ³ 1.50:1.00 Greater of Prime or 4% Yes No Adjusted Quick Ratio < 1.50:1.00 (a) Greater of Prime or 4% +(b) 0.25% Yes No The following financial covenant analyses and board approval information set forth in Schedule 1 attached hereto are true and accurate as of such annual operating budgets Within 45 days prior the date of this Certificate. The following are the exceptions with respect to the FYE but evidence of board approval certification above: (If no exceptions exist, state “No exceptions to be delivered by September 15 of such fiscal year Yes No Report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, $1,000,000 or more Promptly note.”) BECEEM COMMUNICATIONS INC. By: Name: Title: BANK USE ONLY Received by: AUTHORIZED SIGNER Date: Verified: AUTHORIZED SIGNER Date: Compliance Status: Yes No

Appears in 1 contract

Samples: Loan and Security Agreement (Beceem Communications Inc)

Reporting Covenant Required Complies. Transaction Report (in connection with Advance) With each request for an Advance Yes No Monthly Transaction Report Within 30 days of month end when Streamline Period is in effect for 6 months after the Effective Date and each month thereafter, within 20 days of month end when Streamline Period is in effect Yes No Weekly Transaction Report No later than Friday each week when Streamline Period is not in effect Yes No Cash holdings report Within 30 days of month end Yes No Quarterly Annual financial statements with Compliance Certificate Within 5 days of filing with the SEC, but no later than 45 days after fiscal quarter end Yes No Monthly financial statements with Compliance Certificate Within 30 days of month end Yes No Monthly Borrowing Base Reports Within 30 days of month end when Streamline Period is in effect Yes No Weekly Borrowing Base Reports No later than Friday each week when Streamline Period is not in effect Yes No Annual financial statement (CPA Audited) + FYE within 270 days (by 6/30/21 for FY 2019) Yes No Monthly/quarterly financial statements and Compliance Certificate Within 5 Monthly within 30 days or quarterly within 45 days, as applicable Yes No 10K and 10Q (as applicable) Yes No Annual operating budget, sales projections and operating plans approved by board of filings with the SEC but directors Annually no later than 90 days after FYE Yes No 10‑Q, 10‑K and 8-K Within 5 days after filing with SEC Yes No Annual operating budgets for upcoming fiscal year and board approval of such annual operating budgets Within 45 days prior to the FYE but evidence beginning of board approval to be delivered by September 15 of such each fiscal year Yes No Report A/R & A/P Agings Monthly within 30 days or quarterly within 45 days, as applicable Yes No A/R Audit Initial and Annual Yes No Deposit balances with Bank $ Deposit balance outside Bank $ Comments Regarding Exceptions: BANK USE ONLY See Attached. Received by: Sincerely, AUTHORIZED SIGNER Date: SIGNATURE Verified: AUTHORIZED SIGNER TITLE Date: DATE Compliance Status Yes No CORPORATE RESOLUTIONS TO BORROW Borrower: USER TESTING, INC., a California corporation I, the undersigned Secretary or Assistant Secretary of USER TESTING, INC., a California corporation (the “Corporation”), HEREBY CERTIFY that the Corporation is organized and existing under and by virtue of the laws of the State of California. I FURTHER CERTIFY that the Articles of Incorporation and the Bylaws of the Corporation which were previously delivered to Bank remain true, accurate, and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect. I FURTHER CERTIFY that at a meeting of the Directors of the Corporation, duly called and held, at which a quorum was present and voting (or by other duly authorized corporate action in lieu of a meeting), the following resolutions (the “Resolutions”) were adopted. BE IT RESOLVED, that any legal actions pending one (1) of the following named officers, employees, or threatened agents of this Corporation, whose actual signatures are shown below: NAMES POSITION ACTUAL SIGNATURES Xxx Xxxxxx CFO /s/ Xxx Xxxxxx Xxxx XxxXxxxxx CEO /s/ Xxxx XxxXxxxxx acting for and on behalf of this Corporation and as its act and deed be, and they hereby are, authorized and empowered: Borrow Money. To borrow from time to time from Western Alliance Bank, an Arizona corporation (“Bank”), on such terms as may be agreed upon between the officers, employees, or agents of the Corporation and Bank, such sum or sums of money as in writing against Borrower their judgment should be borrowed, without limitation. Execute Loan Documents. To execute and deliver to Bank that certain Fifth Loan and Security Modification Agreement dated as of June 18, 2021, and any other agreement, document or instrument entered into in connection with the Loan and Security Agreement dated as of January 12, 2018, between Corporation and Bank, including any amendments, all as amended or extended from time to time (collectively, the “Loan Documents”), and also to execute and deliver to Bank one or more renewals, extensions, modifications, refinancings, consolidations, or substitutions for the Loan Documents, or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, $1,000,000 or more Promptly Yes Noportion thereof.

Appears in 1 contract

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

Reporting Covenant Required Complies. Transaction Report (in connection with Advance) With each request for an Advance Monthly consolidated and consolidating financial statements – Borrower prepared Monthly within 30 days when not on a Quarterly Streamline Period Yes No Monthly Transaction Report Within Quarterly consolidated financial statements Quarter end within 30 days of month end when for each quarterly period in which Borrower is in a Quarterly Streamline Period and is not required to file with the SEC Yes No Quarterly consolidating financial statements – Borrower prepared Quarter end within 30 days for each quarterly period in which Borrower is in effect for 6 months a Quarterly Streamline Period Yes No Compliance Certificate (i) during a Quarterly Streamline Period, within thirty (30) days after the Effective Date end of each quarter, and each month thereafter, within 20 days of month end (ii) at all other times when Streamline Period is in effect Yes No Weekly Transaction Report No later than Friday each week when a Quarterly Streamline Period is not in effect Yes No Cash holdings report Within 30 days of month end Yes No Quarterly financial statements with Compliance Certificate Within 5 days of filing with the SECeffect, but no later than 45 monthly, within thirty (30) days after fiscal quarter the end Yes No Monthly financial statements with Compliance Certificate Within 30 days of each month end Yes No Monthly Borrowing Base Reports Within 30 days of month end when Streamline Period is in effect Yes No Weekly Borrowing Base Reports No later than Friday each week when Streamline Period is not in effect Yes No Annual financial statement (CPA Audited) + Compliance Certificate Within 5 (on a consolidated basis) FYE within 120 days of filings for each FYE in which Borrower is not required to file with the SEC but no later than 90 days after FYE Yes No 10‑Q10-Q, 10‑K 10-K and 8-K Within 5 days after filing with SEC Yes No Annual operating budgets A/R & A/P Agings (i) during a Quarterly Streamline Period, within thirty (30) days after the end of each quarter, and (ii) at all other times when a Quarterly Streamline Period is not in effect, monthly, within thirty (30) days after the end of each month Yes No Transaction Reports (i) with each request for upcoming fiscal year an Advance; (ii) during a Quarterly Streamline Period, quarterly, within thirty (30) days after the end of each quarter; (iii) during a Monthly Streamline Period, monthly, within thirty (30) days after the end of each month; and board approval (iii) weekly, on the last business Day of such annual operating budgets Within 45 each week when a Streamline Period is not in effect Yes No Projections within thirty (30) days prior to the FYE but evidence end of board approval to be delivered by September 15 of such each fiscal year of Borrower and as updated and/or amended Yes No Report The following Intellectual Property was registered after the Effective Date (if no registrations, state “None”) Financial Covenant Required Actual Complies Maintain as indicated: Minimum Tangible Net Worth * $_______ Yes No Maximum Capital Expenditures ** $________ Yes No * See Section 6.9(a) of any legal actions pending or threatened in writing against Borrower or any the Loan and Security Agreement ** See Section 6.9(b) of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, $1,000,000 or more Promptly Yes NoLoan and Security Agreement

Appears in 1 contract

Samples: Loan and Security Agreement (Planar Systems Inc)

Reporting Covenant Required Complies. Monthly A/R and A/P agings, reconciliations and Transaction Report (in connection with Advance) With each request for an Advance Yes No Report, deferred revenue schedule, inventory report and Consigned Collateral report Monthly Transaction Report Within 30 days of month end when Streamline Period is in effect for 6 months after the Effective Date and each month thereafter, within 20 days of month end when Streamline Period is in effect Yes No Weekly Transaction Report No later than Friday each week when Streamline Period is not in effect Yes No Cash holdings report Within 30 days of month end Yes No Quarterly financial statements with Compliance Certificate Within 5 days of filing with the SEC, but no later than 45 days after fiscal quarter end Yes No Monthly financial statements with Compliance Certificate Within Certificate; with information sufficient to permit Bank to calculate AQR Monthly within 30 days of month end Yes No Monthly Borrowing Base Reports Within 30 days of month end when Streamline Period is in effect Yes No Weekly Borrowing Base Reports No later than Friday each week when Streamline Period is not in effect Yes No Annual financial statement (CPA Audited) + Compliance Certificate Within 5 XX XXX within 180 days of filings with the SEC but no later than 90 Yes No Annual projections 60 days after FYE Yes No 10‑QTransaction Report (if AQR is less than [***]) More frequent of weekly or with each request for an Advance Yes No 10-Q, 10‑K 10-K and 8-K Within 5 days after filing with SEC Yes No Annual operating budgets for upcoming fiscal year Financial Covenant Required Actual Complies Maintain at all times, measured monthly: Minimum Adjusted Quick Ratio as follows: From 6/30/2011 through 9/29/2011 [ ***] ____:1.00 Yes No From 9/30/2011 through 12/30/2011 [ ***] ____:1.00 Yes No From and board approval after 12/31/2011 [ ***] ____:1.00 Yes No Maintain at all times, measured quarterly: Minimum Free Cash Flow as follows: from 4/1/11 through 12/31/11 [ ***] $ Yes No From and after 1/1/2012 [ ***] $ Yes No Portions of such annual operating budgets Within 45 days prior this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the FYE but evidence Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of board approval the Securities Exchange Act of 1934, as amended. The following are the exceptions with respect to be delivered by September 15 the certification above: (If no exceptions exist, state “No exceptions to note.”) The following analysis and information set forth in Schedule 1 attached hereto are true and accurate as of such fiscal year the date of this Certificate. ALPHATEC SPINE, INC. LENDERS’ USE ONLY By: Received by: Name: AUTHORIZED SIGNER Title: Date: Verified: AUTHORIZED SIGNER DATE: Compliance Status: Yes No Report Portions of any legal actions pending or threatened in writing against Borrower or any this Exhibit were omitted and have been filed separately with the Secretary of its Subsidiaries that could result in damages or costs the Commission pursuant to Borrower or any the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of its Subsidiaries ofthe Securities Exchange Act of 1934, individually or in as amended. BORROWING RESOLUTIONS CORPORATE BORROWING CERTIFICATE BORROWER: ALPHATEC SPINE, INC. DATE: August __, 2011 BANK: SILICON VALLEY BANK I hereby certify as follows, as of the aggregate, $1,000,000 or more Promptly Yes Nodate set forth above:

Appears in 1 contract

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

Reporting Covenant Required Complies. Transaction Compliance Certificate With monthly, 10Q and 10K financial statements and with Cash Holding Report (in connection with Advance) With each request for an Advance and Deferred Revenue Report Yes No Monthly Transaction Report Within 30 days of month end when Streamline Period is in effect for 6 months after the Effective Date and each month thereafter, within 20 days of month end when Streamline Period is in effect Yes No Weekly Transaction Report No later than Friday each week when Streamline Period is not in effect Yes No Cash holdings report Borrower prepared monthly financial statements Within 30 days of month end Yes No Quarterly 10Q, 10K (Audited) with financial statements with Compliance Certificate Within earlier of 5 days of filing with the SEC, but no later than 45 issuance or 50 days after fiscal of quarter end for 10Q and 90 days for 10K Yes No A/R and A/P Aging Report and Borrowing Base Certificate Monthly financial statements with Compliance Certificate Within within 30 days of month end Yes No Monthly Borrowing Base Reports Within 30 days of month end when Streamline Period is in effect Yes No Weekly Borrowing Base Reports No later than Friday each week when Streamline Period is not in effect Yes No Annual financial statement (CPA Audited) + Compliance Certificate Within 5 Forecast along with business forecast, quarterly projected balance sheets, income statements and cash flow statements Annually within 45 days of filings with the SEC but no later than 90 days after FYE Yes No 10‑QAny other information regarding the operations, 10‑K and 8-K Within 5 days after filing with SEC Yes No Annual operating budgets for upcoming fiscal year and board approval business affairs or financial condition of such annual operating budgets Within 45 days prior to the FYE but evidence of board approval to be delivered by September 15 of such fiscal year Yes No Report of any legal actions pending or threatened in writing against Borrower or any Subsidiary as Bank may request Promptly after Bank requests Yes No Financial Covenant Required Actual Complies Maintain (at month end): Minimum Liquidity Ratio 1.5:1.00 :1.00 Yes No Maintain (at quarter end): Minimum Tangible Net Worth $600,000 (at 9/30/06) (-$5,500,000) (at 12/31/06) (-$10,000,000) (at 3/31/07) (-$20,000,000) (at 6/30/07) $2,500,000 plus 50% of its Subsidiaries that could result in damages or costs to any positive net income for each fiscal quarter thereafter $ Yes No Borrower or any of its Subsidiaries ofhas deposit accounts located at the following institutions only: Silicon Valley Bank Comments BANK USE ONLY Regarding Received by: Exceptions: See Attached. AUTHORIZED SIGNER Date: Sincerely, individually or in the aggregate, $1,000,000 or more Promptly Verified: Sipex Corporation Signature AUTHORIZED SIGNER Date: Title Compliance Status: Yes NoNo Date

Appears in 1 contract

Samples: Loan and Security Agreement (Sipex Corp)

Reporting Covenant Required Complies. Transaction Report (in connection with Advance) With each request for an Advance Yes No Monthly Transaction Report Within 30 days of month end when Streamline Period is in effect for 6 months after the Effective Date and each month thereafter, within 20 days of month end when Streamline Period is in effect Yes No Weekly Transaction Report No later than Friday each week when Streamline Period is not in effect Yes No Cash holdings report Within 30 days of month end Yes No Quarterly financial statements with Compliance Certificate Within 5 days of filing with the SEC, but no later than 45 days after fiscal quarter end Certificate* Quarterly within 30 days* Yes No Monthly financial statements with Compliance Certificate Within 30 days of month end Yes No Monthly Borrowing Base Reports Within 30 days of month end when Streamline Period is in effect Yes No Weekly Borrowing Base Reports No later than Friday each week when Streamline Period is not in effect Yes No Annual financial statement (CPA Audited) + Compliance Certificate Within 5 days of filings with the SEC but no later than 90 days after FYE Yes No 10‑Q10-Q, 10‑K 10-K and 8-K + CC (with 10-Q and 10-K) Within 5 days after filing with SEC Yes No Annual operating budgets for upcoming fiscal year Borrowing Base Certificate A/R and board approval A/P Agings and Inventory reports Monthly within 20 days** Yes No * If the Credit Extensions at any time exceed the sum of such annual operating budgets Within 45 permitted Non-Formula Advances plus seventy percent (70%) of Eligible Accounts, then Borrower shall thereafter provide monthly financial statements within 30 days prior after the end of each month ** Only if Advances (including any Credit Extensions pursuant to the FYE but evidence provisions of board approval to be delivered by September 15 Sections 2.1.2, 2.1.3, 2.1.4 and 2.1.5) exceed permitted Non-Formula Advances or have exceeded permitted Non-Formula Advances or an Event of such fiscal year Default has occurred Financial Covenant Required Actual Complies Maintain on a Quarterly Basis:*** Minimum Adjusted Quick Ratio .75:1.0 _____:1.0 Yes No Report Maximum EBITDA Loss**** $ 1,000,000 $ _______ Yes No *** If the Credit Extensions at any time exceed the sum of any legal actions pending or threatened permitted Non-Formula Advances plus seventy percent (70%) of Eligible Accounts, then Borrower shall thereafter maintain each covenant as of the last day of each month **** Beginning April 1, 2007, this covenant shall be calculated on a cumulative basis for calendar year 2007, and beginning January 1, 2008, this covenant shall be calculated on a rolling twelve-month basis The following financial covenant analyses and information set forth in writing against Borrower or any Schedule 1 attached hereto are true and accurate as of its Subsidiaries that could result in damages or costs the date of this Certificate. The following are the exceptions with respect to Borrower or any of its Subsidiaries ofthe certification above: (If no exceptions exist, individually or in the aggregatestate “No exceptions to note.”) Sonic Innovations, $1,000,000 or more Promptly Inc. BANK USE ONLY By: Received by: Name: AUTHORIZED SIGNER TITLE: DATE: HEARINGLife USA, Inc. Verified: AUTHORIZED SIGNER By: Date: Name: Title: Compliance Status: Yes No

Appears in 1 contract

Samples: Loan and Security Agreement (Sonic Innovations Inc)

Reporting Covenant Required Complies. Transaction Report Monthly financial statements (in connection consolidated and consolidating Borrower and Subsidiaries; balance sheets and funds flow (including note amount) to/from RSPEs) with Advance) With each request for an Advance Yes No Compliance Certificate Monthly Transaction Report Within within 30 days of month end when Streamline Period is in effect for 6 months after the Effective Date and each month thereafter, within 20 days of month end when Streamline Period is in effect Yes No Weekly Transaction Report No later than Friday each week when Streamline Period is not in effect Yes No Cash holdings report Within 30 days of month end Yes No Quarterly financial statements (full combination of Borrower, Subsidiaries and RSPE’s; true-up of funds flows (including note amount) to/from RSPE’s) with Compliance Certificate Within 5 days of filing with the SEC, but no later than 45 days after fiscal quarter end Yes No Monthly financial statements with Compliance Certificate Within Quarterly within 30 days of month end Yes No Monthly Borrowing Base Reports Within 30 days of month end when Streamline Period is in effect Yes No Weekly Borrowing Base Reports No later than Friday each week when Streamline Period is not in effect Yes No Annual financial statement (consolidated and consolidating Borrower and Subsidiaries; combined with RSPEs) (CPA Audited) + with Compliance Certificate Within 5 FYE within 180 days Yes No Annual Board Approved Financial Projections Earlier of 7 days of filings with the SEC but no later than 90 board approval or 60 days after FYE Yes No 10‑QHow much is Borrower’s Consolidated Cash (i.e. combined with Related Special Purpose Entities): $ Aggregate RSPE Loans made in immediately preceding fiscal quarter: $ (Maximum Permitted $2,000,000 per fiscal quarter) Has any RSPE failed to make payments of at least 85% of the applicable RSPE Loan within 90 days following funding of such RSPE Loan? Yes No. If Yes, 10‑K and 8-K Within 5 days after filing please explain: The following are the exceptions with SEC respect to the certification above: (If no exceptions exist, state “No exceptions to note.”) aTyr Pharma, Inc. BANK USE ONLY By: Received by: Name: AUTHORIZED SIGNER Title: Date: Verified: AUTHORIZED SIGNER Date: Compliance Status: Yes No Annual operating budgets for upcoming fiscal year FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT This First Amendment to Loan and board approval Security Agreement (this “Amendment”) is entered into as of such annual operating budgets Within 45 days prior to the FYE but evidence of board approval to be delivered July 24, 2013, by September 15 of such fiscal year Yes No Report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries ofand between Silicon Valley Bank (“Bank”) and aTyr Pharma, individually or in the aggregateInc., $1,000,000 or more Promptly Yes Noa Delaware corporation (“Borrower”) whose address is 3500 Xxxx Xxxxxxx Court, #250, San Diego, CA 92121.

Appears in 1 contract

Samples: Loan and Security Agreement (aTYR PHARMA INC)

Reporting Covenant Required Complies. Transaction Report (in connection with Advance) With each request for an Advance Yes No Monthly Transaction Report Within 30 days of month end when Streamline Period is in effect for 6 months after the Effective Date and each month thereafter, within 20 days of month end when Streamline Period is in effect Yes No Weekly Transaction Report No later than Friday each week when Streamline Period is not in effect Yes No Cash holdings report Within 30 days of month end Yes No Quarterly financial statements with Compliance Certificate Within 5 days of filing with the SEC, but no later than 45 days after fiscal quarter end Yes No Monthly financial statements with Compliance Certificate Within 30 days of month end Yes No Monthly Borrowing Base Reports Within 30 days of month end when Streamline Period is in effect Yes No Weekly Borrowing Base Reports No later than Friday each week when Streamline Period is not in effect Yes No Annual financial statement (CPA Audited) + Compliance Certificate Within 5 days of filings with the SEC but no later than 90 days after FYE (except for Parent’s audited consolidated annual financial statements covering Parent’s fiscal year ended June 27, 2014, which must be delivered on or before December 5, 2014) Yes No 10‑Q, 10‑K and 8-K Within 5 days after filing with SEC Yes No Annual operating budgets for upcoming fiscal year and board approval of such annual operating budgets Within 45 days prior to the FYE but evidence of board approval to be delivered by September 15 of such fiscal year Yes No Report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, $1,000,000 or more Promptly Yes No

Appears in 1 contract

Samples: Loan and Security Agreement (Aviat Networks, Inc.)

Reporting Covenant Required Complies. Transaction Report (in connection with Advance) Borrowing Base Certificate With each request for an Advance Advance, and monthly within 45 days Yes No Compliance Certificate Monthly Transaction Report Within 30 within 45 days of month end when Streamline Period is in effect for 6 months after the Effective Date and each month thereafter, within 20 days of month end when Streamline Period is in effect Yes No Weekly Transaction Borrower Servicer Report No later than Friday each week when Streamline Period is not in effect Yes No Cash holdings report Within 30 Monthly within 45 days of month end Yes No Quarterly financial statements internal portfolio review package Quarterly within 60 days (other than with Compliance Certificate Within 5 respect to Q4), within 120 days of filing Q4 Yes No Notice of material changes to credit policy or risk rating system, or any risk rating changes within Borrower’s portfolio as reflected in the borrower service reports Immediately upon the occurrence thereof Yes No Borrower’s Financial Covenants (tested quarterly) Required Actual Complies Minimum Cash at Bank $750,000 $_______________ Yes No Minimum Net Assets $275,000,000* $_________ Yes No Minimum Asset Coverage 200% _________ Yes No * increasing by ninety percent (90%) of any increase of net assets as of the end of each fiscal year (with no adjustment for any decreases in net assets), tested as of the end of each fiscal quarter of Borrower, commencing with the SECfiscal quarter ended September 30, 2015 Comments Regarding Exceptions: See Attached. BANK USE ONLY Received by: Sincerely, AUTHORIZED SIGNER Date: Verified: SIGNATURE AUTHORIZED SIGNER Date: TITLE Compliance Status Yes No DATE 154433396 v5 Schedule 1 SCHEDULE 1 - FORM OF LOAN AGREEMENT SUPPLEMENT LOAN AGREEMENT SUPPLEMENT No. [ ] LOAN AGREEMENT SUPPLEMENT No. [ ], dated _______________, 20____ (“Loan Supplement”), to the Loan and Security Agreement dated as of January 6, 2016 (as amended, restated, or otherwise modified from time to time, the “Loan Agreement”) by and between the undersigned OAKTREE STRATEGIC INCOME CORPORATION (f/k/a FIFTH STREET SENIOR FLOATING RATE CORP.) (“Borrower”) and EAST WEST BANK (“Bank”). Capitalized terms used herein but not otherwise defined herein are used with the respective meanings given to such terms in the Loan Agreement. To secure the prompt payment by Borrower of all amounts from time to time outstanding under the Loan Agreement, and the performance by Borrower of all the terms contained in the Loan Agreement, Borrower grants Bank, a first priority security interest in each Loan described in Annex A hereto, which Loans shall be deemed to be additional Collateral. The Loan Agreement is hereby incorporated by reference herein and is hereby ratified, approved and confirmed. Annex A (Loan Schedule) is attached hereto. The proceeds of the Loans should be transferred to Borrower’s account with Bank set forth below: Bank Name: East West Bank Account No.: _______________ Borrower hereby certifies that (a) the foregoing information is true and correct and authorizes Bank to endorse in its respective books and records, the interest rate applicable on the funding date (the “Funding Date”) of the Advance contemplated in connection with this Supplement and the Advance Request and the principal amount set forth below; (b) the representations and warranties made by Borrower in the Loan Agreement are true and correct on the date hereof and shall be true and correct on such Funding Date. No Event of Default has occurred and is continuing under the Loan Agreement. This Supplement may be executed by Borrower and Bank in separate counterparts, each of which when so executed and delivered shall be an original, but no later than 45 days after fiscal quarter end Yes No Monthly financial statements with Compliance Certificate Within 30 days all such counterparts shall together constitute but one and the same instrument. Advance Funding Date: _____________, 20____ Advance Amount: $____________ Interest Rate: ______% This Supplement is delivered as of month end Yes No Monthly Borrowing Base Reports Within 30 days this day and year first above written. EAST WEST BANK OAKTREE STRATEGIC INCOME CORPORATION By: By: Name: Name: Title: Title: Annex A -- Description of month end when Streamline Period is in effect Yes No Weekly Borrowing Base Reports No later than Friday each week when Streamline Period is not in effect Yes No Annual financial statement (CPA Audited) + Compliance Certificate Within 5 days of filings with the SEC but no later than 90 days after FYE Yes No 10‑Q, 10‑K and 8-K Within 5 days after filing with SEC Yes No Annual operating budgets for upcoming fiscal year and board approval of such annual operating budgets Within 45 days prior to the FYE but evidence of board approval to be delivered by September 15 of such fiscal year Yes No Report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, $1,000,000 or more Promptly Yes NoLoans 154431683 v1

Appears in 1 contract

Samples: Loan and Security Agreement (Oaktree Strategic Income Corp)

Reporting Covenant Required Complies. Transaction Report (in connection with Advance) With each request for an Advance Yes No Monthly Transaction Report Within 30 days of month end when Streamline Period is in effect for 6 months after the Effective Date and each month thereafter, within 20 days of month end when Streamline Period is in effect Yes No Weekly Transaction Report No later than Friday each week when Streamline Period is not in effect Yes No Cash holdings report Within 30 days of month end Yes No Quarterly financial statements with Compliance Certificate Within 5 days of filing with the SEC, but no later than 45 days after fiscal quarter end Yes No Monthly financial statements with Compliance Certificate Within 30 days of month end Yes No Monthly Borrowing Base Reports Within 30 days of month end when Streamline Period is in effect Yes No Weekly Borrowing Base Reports No later than Friday each week when Streamline Period is not in effect Yes No Annual financial statement (CPA Audited) + Compliance Certificate Within 5 days of filings with the SEC but no later than 90 days after FYE (except for Parent’s audited consolidated annual financial statements covering Parent’s fiscal year ended June 27, 2014, which must be delivered on or before October 31, 2014) Yes No 10‑Q, 10‑K and 8-K Within 5 days after filing with SEC Yes No Annual operating budgets for upcoming fiscal year and board approval of such annual operating budgets Within 45 days prior to the FYE but evidence of board approval to be delivered by September 15 of such fiscal year Yes No Report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, $1,000,000 or more Promptly Yes No

Appears in 1 contract

Samples: Loan and Security Agreement (Aviat Networks, Inc.)

Reporting Covenant Required Complies. Transaction Report Annual financial statements (in connection with AdvanceCPA Audited) With each request for an Advance FYE within 180 days Yes No Monthly Transaction Report Within financial statements (consolidated), Compliance Certificate and deferred revenue report Monthly within 30 days of month end when Streamline Period is in effect for 6 months after the Effective Date and each month thereafter, within 20 days of month end when Streamline Period is in effect Yes No Weekly Transaction Report No later than Friday each week when Streamline Period is not in effect Yes No Cash holdings report Within 30 days of month end Yes No Quarterly financial statements with Compliance Certificate Within 5 (consolidating) Quarterly within 30 days of filing with the SEC, but no later than 45 days after fiscal quarter end Yes No Monthly financial statements with Compliance Certificate Within 30 days of month end Yes No Monthly Borrowing Base Reports Within 30 days of month end when Streamline Period is in effect Yes No Weekly Borrowing Base Reports No later than Friday each week when Streamline Period is not in effect Yes No Annual financial statement 10K and 10Q (CPA Auditedas applicable) + Compliance Certificate Within 5 days of filings with the SEC but no later than 90 days after FYE Yes No 10‑Q, 10‑K and 8-K Within 5 days after filing with SEC Yes No Annual operating budgets for upcoming fiscal year budget, sales projections and operating plans approved by board approval of such annual operating budgets Within 45 directors Annually no later than 30 days prior to after the FYE but evidence end of board approval to be delivered by September 15 of such each fiscal year Yes No A/R & A/P Agings, Inventory Report, Borrowing Base Certificate Prior to each Credit Extension, and monthly within 20 days Yes No A/R Audit Initial (within 30 days of close) and Semi-Annual thereafter Yes No Inventory Exam Prior to any Advance on “Eligible Inventory” and Annually thereafter Yes No IP Report Annually within 30 days, and promptly after filings with the USPTO and/or Copyright Office Yes No Deposit balances with Bridge Bank $ Deposit balances with Comerica Bank $ Deposit balances outside Bridge Bank or Comerica Bank (explain on attachment) $ Amount/% of any legal actions pending or threatened Total Cash maintained with foreign subsidiaries $ /% (may not exceed 5%) Yes No Financial Covenants Required Actual Complies Minimum Asset Coverage Ratio (monthly) 1.50: 1.00 :1.00 Yes No Minimum Tangible Net Worth (quarterly) $9,875,000* $ Yes No Minimum Unrestricted Cash in writing against Borrower or any DDA at each of its Subsidiaries that could result in damages or costs Bridge and Comerica $2,000,000** $ Yes No Comments Regarding Exceptions: See Attached. BANK USE ONLY Sincerely, Received by: AUTHORIZED SIGNER Date: Verified: SIGNATURE AUTHORIZED SIGNER Date: TITLE Compliance Status Yes No DATE * increasing by (i) 25% of New Equity, (ii) 25% of the principal amount of the Investors’ Indebtedness actually advanced to Borrower or any after the Second Modification Date, and (iii) 70% of its Subsidiaries of, individually or quarterly net profit after tax (determined in accordance with GAAP). ** to increase to $4,000,000 at Bridge and $4,000,000 at Comerica in the aggregateevent Borrower’s quarterly revenue is < 80% of the Board-approved forecast delivered to Lenders in accordance with Section 6.3. EXHIBIT C BORROWING BASE CERTIFICATE BRIDGE BANK and COMERICA BANK ENPHASE ENERGY, $1,000,000 or more Promptly Yes NoINC.: ACCOUNTS RECEIVABLE BORROWING BASE CALCULATION: As of Date: _______

Appears in 1 contract

Samples: Loan and Security Agreement (Enphase Energy, Inc.)

Reporting Covenant Required Complies. Transaction Report (in connection with Advance) With each request for an Advance Yes No Monthly Transaction Report Within 30 days of month end when Streamline Period is in effect for 6 months after the Effective Date and each month thereafter, within 20 days of month end when Streamline Period is in effect Yes No Weekly Transaction Report No later than Friday each week when Streamline Period is not in effect Yes No Cash holdings report Within 30 days of month end Yes No Quarterly financial statements with Compliance Certificate Within 5 days of filing with the SEC, but no later than 45 days after fiscal quarter end Yes No Monthly financial statements with Monthly within 30 days Yes No Compliance Certificate Within Monthly within 30 days of month end Yes No Monthly Borrowing Base Reports Within 30 days of month end when Streamline Period is in effect Yes No Weekly Borrowing Base Reports No later than Friday each week when Streamline Period is not in effect Yes No Annual financial statement (CPA Audited) + Compliance Certificate Within 5 FYE within 180 days of filings with the SEC but no later than 90 days after FYE Yes No 10‑Q10-Q, 10‑K 10-K and 8-K Within 5 days after filing with SEC Yes No Annual operating budgets Board approved projections FYE within 30 days and contemporaneously with any updates or changes Yes No 409A Reports Annually, within 30 days of Board approval Yes No The following are new Restricted Licenses (see Section 6.7(b) of the Agreement): The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”) HEALTH CATALYST, INC. BANK USE ONLY By: Received by: Name: AUTHORIZED SIGNER Title: Date: Verified: AUTHORIZED SIGNER Date: Compliance Status: Yes No EXHIBIT C LOAN PAYMENT/ADVANCE REQUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax To: Date: LOAN PAYMENT: HEALTH CATALYST, 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 upcoming fiscal year an outgoing wire. From Account # To Account # (Loan Account #) (Deposit Account #) Amount of Term Loan Advance $ All Borrower’s representations and board approval warranties in the Mezzanine 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 annual operating budgets Within 45 days prior 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 FYE but evidence of board approval to be delivered by September 15 of such fiscal year Yes No Report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or terms and conditions set forth in the aggregateagreements(s) covering funds transfer service(s), $1,000,000 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 D BORROWING RESOLUTIONS BE IT RESOLVED, that any one (1) of the above named officers or more Promptly Yes Noemployees of Borrower, acting for and on behalf of Borrower, are authorized and empowered: Borrow Money. To borrow from time to time from Silicon Valley Bank (“Bank”), on such terms as may be agreed upon between the officers of Borrower and Bank, such sum or sums of money as in their judgment should be borrowed.

Appears in 1 contract

Samples: Mezzanine Loan and Security Agreement (Health Catalyst, Inc.)

Reporting Covenant Required Complies. Transaction Report (in connection with Advance) With each request for an Advance Yes No Interim Financial Statements + CC Monthly Transaction Report Within within 30 days of month end when Streamline Period is in effect for 6 months after the Effective Date and each month thereafter, YES / NO Annual F/S (AUDITED) FYE within 20 days of month end when Streamline Period is in effect Yes No Weekly Transaction Report No later than Friday each week when Streamline Period is not in effect Yes No Cash holdings report Within 30 days of month end Yes No Quarterly financial statements with Compliance Certificate Within 5 days of filing with the SEC, but no later than 45 days after fiscal quarter end Yes No Monthly financial statements with Compliance Certificate Within 30 days of month end Yes No Monthly Borrowing Base Reports Within 30 days of month end when Streamline Period is in effect Yes No Weekly Borrowing Base Reports No later than Friday each week when Streamline Period is not in effect Yes No Annual financial statement (CPA Audited) + Compliance Certificate Within 5 days of filings with the SEC but no later than 90 days after FYE Yes No 10‑QYES / NO 10-X, 10‑K and 800-K Within 5 days X & 0-X Xxxxxx 0 xxxs after filing with SEC Yes No Annual operating budgets YES / NO AR & AP Agings + BBC Monthly within 20 days YES / NO FINANCIAL COVENANT REQUIRED ACTUAL COMPLIES ------------------ -------- ------ -------- TO BE TESTED ON A MONTHLY BASIS, UNLESS OTHERWISE NOTED: Minimum Quick Ratio* 1.50:1.00 ____:1.00 YES / NO Minimum Liquidity Coverage** 1.40 times the outstanding ____: 1.00 YES / NO Acquisition Advance Minimum Debt Service*** 1.50:1.00 ____ :1.00 YES / NO Profitability Quarterly $___________ YES / NO Maximum Losses not to exceed****: $1,200,000 for upcoming fiscal year and board approval the quarter ended December 31, 1997; $1,000,000 for the quarter ending march 31, 1998; $800,000 for the quarter ending June 30, 1998 (provided Borrower closes its pending Series C round of such annual operating budgets Within 45 days equity prior to the FYE but evidence June 30, 1998). *net of board approval deferred revenue (maintenance and support) **Liquidity to be delivered defined as unrestricted cash (and equivalents) plus eligible borrowings under the Committed Revolving Line less any Advances. Once Borrower has maintained a Debt Service Coverage ratio of 1.50 to 1.00 for 2 consecutive quarters, the Liquidity Coverage covenant will be replaced with the Debt Service Coverage covenant. ***To be maintained upon replacement of the Liquidity Coverage covenant. Debt Service Coverage is defined as earnings before interest, taxes, depreciation and amortization minus capital expenditures and capitalized software divided by September 15 current maturities of such fiscal year Yes No Report long term debt. ****Maximum Losses defined as net income plus non-cash charges from the write-off of in-process technology related to the acquisition of Opis Corporation minus any legal actions pending or threatened increases in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries ofcapitalized software. COMMENTS REGARDING FINANCIAL COVENANTS: ================================ BANK USE ONLY RECEIVED BY: _________________ DATE: ________________________ REVIEWED BY: _________________ COMPLIANCE STATUS: YES / NO ================================ 32 Very truly yours, individually or in the aggregateSALESLOGIX CORPORATION By: ________________________________________ Name: ______________________________________ Title: _____________________________________ 33 [LOGO] SILICON VALLEY BANK PRO FORMA INVOICE FOR LOAN CHARGES BORROWER: SALESLOGIX CORPORATION LOAN OFFICER: AMY XXXXX XXTE: APRIL 6, 1998 DOCUMENTATION FEE 200.00 TOTAL FEES $1,000,000 or more Promptly Yes No200.00 ---------- ======= { } A CHECK FOR THE TOTAL AMOUNT IS ATTACHED. {X} DEBIT DDA# 3300016396 FOR THE TOTAL AMOUNT. { } LOAN PROCEEDS BORROWER:

Appears in 1 contract

Samples: Loan and Security Agreement (Saleslogix Corp)

Reporting Covenant Required Complies. Transaction Report (in connection with Advance) With each request for an Advance Monthly Financial Statements Monthly within 30 days Yes No Monthly Transaction Report Within Audited Financial Statements Annually within 120 days after FYE Yes No Board Approved Projections NLT 30 days of month end when Streamline Period is in effect for 6 months after the Effective Date and each month thereafter, within 20 days of month end when Streamline Period is in effect Yes No Weekly Transaction Report No later than Friday each week when Streamline Period is not in effect Yes No Cash holdings report Within 30 days of month end Yes No Quarterly financial statements with Compliance Certificate Within 5 days of filing with the SEC, but no later than 45 days after fiscal quarter end Yes No Monthly financial statements with Compliance Certificate Within 30 days of month end Yes No Monthly Borrowing Base Reports Within 30 days of month end when Streamline Period is in effect Yes No Weekly Borrowing Base Reports No later than Friday each week when Streamline Period is not in effect Yes No Annual financial statement (CPA Audited) + Compliance Certificate Within 5 days of filings with the SEC but completion no later than 90 days after FYE Yes No 10‑Q, 10‑K and 8-K Within 5 Compliance Certificate Monthly within 30 days after filing with SEC Yes No Annual operating budgets for upcoming fiscal year Minimum Liquidity Ratio Per Section 6.9(a) of the Loan Agreement Yes No Minimum Net Revenue Per Section 6.9(b) of the Loan Agreement Yes No The following are the exceptions with respect to the certification above: (If no exceptions exist, state "No exceptions to note.") TRANSGENOMIC, INC. AGENT USE ONLY By: Received by: Name: AUTHORIZED SIGNER Title: Date: Verified: AUTHORIZED SIGNER Date: Compliance Status Yes No EXHIBIT C Form of Secured Promissory Note (See attached.) SECURED PROMISSORY NOTE $______ Dated: March ____, 2013 FOR VALUE RECEIVED, the undersigned, TRANSGENOMIC, INC., a Delaware corporation ("Borrower") HEREBY PROMISES TO PAY to the order of___---- ("Lender") the principal amount of _______ DOLLARS ($______) or such lesser amount as shall equal the outstanding principal balance of the Term Loan made to Borrower by Lender, plus interest on the aggregate unpaid principal amount of the Term Loan, at the rates and board approval in accordance with the terms of the Loan and Security Agreement dated as of March _--, 2013 by and among Borrower and Third Security Senior Staff 2008 LLC, as Agent, and the Lenders as defined therein (as amended, restated, supplemented or otherwise modified from time to time, the "Loan Agreement"). Capitalized terms not otherwise defined herein shall have the meanings ascribed to such annual operating budgets Within 45 days terms in the Loan Agreement. If not sooner paid, the entire principal amount and all accrued interest hereunder and under the Loan Agreement shall be due and payable on Maturity Date as set forth in the Loan Agreement. Borrower agrees to pay any initial partial month interest payment from the date of this Secured Promissory Note (this "Note") to the first Payment Date ("Interim Interest") on the first Payment Date. Principal, interest and all other amounts due with respect to the Term Loan, are payable in lawful money of the United States of America to Lender as set forth in the Loan Agreement and this Note. The principal amount of this Note and the interest rate applicable thereto, and all payments made with respect thereto, shall be recorded by Lender and, prior to any transfer hereof, endorsed on the FYE but evidence grid attached hereto which is part of board approval this Note. The Loan Agreement, among other things, (a) provides for the making of a secured Term Loan to Borrower, and (b) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events. This Note may not be delivered by September 15 prepaid except as set forth in Section 2.2(c) and Section 2.2(d) of such fiscal year Yes No Report the Loan Agreement. This Note and the obligation of Borrower to repay the unpaid principal amount of the Term Loan, interest on the Term Loan and all other amounts due Lender under the Loan Agreement is secured under the Loan Agreement. Presentment for payment, demand, notice of protest and all other demands and notices of any legal actions pending kind in connection with the execution, delivery, performance and enforcement of this Note are hereby waived. Borrower shall pay all reasonable fees and expenses, including, without limitation, reasonable attorneys' fees and costs, incurred by Lender in the enforcement or threatened in writing against Borrower or attempt to enforce any of its Subsidiaries that could result Borrower's obligations hereunder not performed when due. This Note shall be governed by, and construed and interpreted in damages or costs to Borrower or any accordance with, the laws of its Subsidiaries of, individually or in the aggregate, $1,000,000 or more Promptly Yes NoState of California.

Appears in 1 contract

Samples: Loan and Security Agreement (Transgenomic Inc)

Reporting Covenant Required Complies. Transaction Compliance Certificate With 10Q and 10K financial statements and with Cash Holding Report (in connection with Advance) With each request for an Advance and Deferred Revenue Report Yes No Monthly Transaction Report Within 30 days of month end when Streamline Period is in effect for 6 months after the Effective Date and each month thereafter10Q, within 20 days of month end when Streamline Period is in effect Yes No Weekly Transaction Report No later than Friday each week when Streamline Period is not in effect Yes No Cash holdings report Within 30 days of month end Yes No Quarterly 10K (Audited) with financial statements with Compliance Certificate Within earlier of 5 days of filing with the SEC, but no later than 45 issuance or 50 days after fiscal of quarter end for 10Q and 90 days for 10K Yes No Monthly financial statements with Compliance A/R and A/P Aging Report and Borrowing Base Certificate Within Quarterly unless Credit Extensions (other than Term Loans) exceed $2,000,000, then monthly, each within 30 days of month end Yes No Monthly Borrowing Base Reports Within 30 days of month end when Streamline Period is in effect Yes No Weekly Borrowing Base Reports No later than Friday each week when Streamline Period is not in effect Yes No Annual financial statement (CPA Audited) + Compliance Certificate Within 5 Forecast along with business forecast, quarterly projected balance sheets, income statements and cash flow statements Annually within 45 days of filings with the SEC but no later than 90 days after FYE Yes No 10‑QAny other information regarding the operations, 10‑K and 8-K Within 5 days after filing with SEC Yes No Annual operating budgets for upcoming fiscal year and board approval business affairs or financial condition of such annual operating budgets Within 45 days prior to the FYE but evidence of board approval to be delivered by September 15 of such fiscal year Yes No Report of any legal actions pending or threatened in writing against Borrower or any Subsidiary as Bank may request Promptly after Bank requests Yes No Financial Covenant Required Actual Complies Maintain (at quarter end): Minimum Liquidity Ratio 2.5:1.00 :1.00 Yes No Maintain (at quarter end): Minimum Tangible Net Worth $600,000 (at 9/30/06) (-$5,500,000) (at 12/31/06) (-$10,000,000) (at 3/31/07) (-$13,000,000) (at 6/30/07) (-$13,000,000) plus 50% of its Subsidiaries any positive net income (with no adjustment for losses) and 50% of any new equity raised, each quarter thereafter $ Yes No Borrower has deposit accounts located at the following institutions only: Silicon Valley Bank Comments BANK USE ONLY Regarding Received by: Exceptions: See Attached. AUTHORIZED SIGNER Date: Sincerely, Verified: Sipex Corporation Signature AUTHORIZED SIGNER Date: Title Compliance Status: Yes No Date EXHIBIT B EXHIBIT D BORROWING BASE CERTIFICATE Borrower: Sipex Corporation Bank:Silicon Valley Bank Commitment Amount: $ 5,000,000 ACCOUNTS RECEIVABLE Accounts Receivable Book Value as of ____________________ $ — Additions (please explain on reverse) $ — TOTAL ACCOUNTS RECEIVABLE $ — ACCOUNTS RECEIVABLE DEDUCTIONS (without duplication) Amounts over 90 days due $ — Balance of 50% over 90 day accounts $ — Credit balances over 90 days $ — Concentration Limits $ — Foreign Accounts $ — Governmental Accounts $ — Contra Accounts $ _______________ Promotion or Demo Accounts $ _______________ Intercompany/Employee Accounts $ _______________ Disputed Accounts $ _______________ Deferred Revenue $ _______________ Other (please explain on reverse) $ — TOTAL ACCOUNTS RECEIVABLE DEDUCTIONS $ _______________ Eligible Accounts (#3 minus #16) $ _______________ ELIGIBLE AMOUNT OF ACCOUNTS ( ____% of #17) $ _______________ N/A N/A BALANCES Maximum Loan Amount $ _______________ Total Funds Available [Lesser of #21 or (#18 plus $2,000,000)] $ _______________ Present balance owing on Line of Credit $ _______________ Outstanding under Sublimits $ _______________ RESERVE POSITION (#22 minus #23 and #24) $ _______________ The undersigned represents and warrants that could result this is true, complete and correct, and that the information in damages or costs to Borrower or any of its Subsidiaries of, individually or this Borrowing Base Certificate complies with the representations and warranties in the aggregateLoan and Security Agreement between the undersigned and Silicon Valley Bank. BANK USE ONLY Received by: _____________________ authorized signer Date: __________________________ COMMENTS: Verified: ________________________ By: ___________________________ authorized signer Authorized Signer Date: ___________________________ Date: Compliance Status: Yes No EXHIBIT C EXHIBIT E Libor Supplement to Loan and Security Agreement This LIBOR Supplement to Loan and Security Agreement (the “Supplement”) is a supplement to the Loan and Security Agreement dated as of July 21, $1,000,000 or more Promptly Yes No2005 (as amended from time to time, the “Loan Agreement”) between Silicon Valley Bank (“Bank”) and Sipex Corporation, a Delaware corporation (“Borrower”), and forms a part of and is incorporated by reference into the Loan Agreement. Capitalized terms not defined herein shall have the meanings given to them in the Loan Agreement.

Appears in 1 contract

Samples: Loan and Security Agreement (Sipex Corp)

Reporting Covenant Required Complies. Transaction Report (in connection with Advance) With each request for an Advance Annual audited consolidated and consolidating financial statements and Compliance Certificate FYE within 180 days Yes No Monthly Transaction Report Within balance sheet , income statements and statements of cash (Borrower prepared) Monthly within 30 days of month end when Streamline Period is in effect for 6 months after the Effective Date and each month thereafter, within 20 days of month end when Streamline Period is in effect Yes No Weekly Transaction Report No later than Friday each week when Streamline Period is not in effect Yes No Cash holdings Recurring revenue report Within Monthly within 30 days of after each month end Yes No Quarterly financial statements with Compliance Certificate Within 5 days of filing with the SEC, but no later than 45 days after fiscal quarter end Yes No Monthly financial statements with Compliance Certificate Within 30 days of month end Yes No Monthly Borrowing Base Reports Within 30 days of month end when Streamline Period is in effect Yes No Weekly Borrowing Base Reports No later than Friday each week when Streamline Period is not in effect Yes No Annual financial statement (CPA Audited) + Compliance Certificate Within 5 days of filings with the SEC but no later than 90 projections Annually, within 45 days after FYE Yes No 10‑Q, 10‑K and 8-K Within 5 days after filing with SEC Yes No Annual operating budgets for upcoming fiscal year and board approval the start of such annual operating budgets Within 45 days prior to the FYE but evidence of board approval to be delivered by September 15 of such each fiscal year Yes No Report Compliance Certificate Monthly within 30 days after each month Yes No Financial Covenants Required Complies Minimum Adjusted EBITDA $_______2 Yes No Churn Rate – one month period Not < -1% Yes No Churn Rate – trailing three month period Not < -2% Yes No Minimum Cash Amount $_______3 Yes No Minimum Liquidity $2,000,000 Yes No Comments Regarding Exceptions: See Attached. BANK USE ONLY Verified: SIGNATURE AUTHORIZED SIGNER Date: TITLE Compliance Status Yes No DATE 2 Insert applicable amount pursuant to Section 6.7(a). 3 Insert applicable amount pursuant to Section 6.7(c). Exhibit E 1 EXHIBIT F LIBOR LOAN CONTINUATION CERTIFICATE The undersigned hereby certifies as follows: I, ___________________, am the duly elected and acting ________________ of any legal actions pending NTN Buzztime, Inc., a Delaware corporation (“Borrower”). This LIBOR Loan Continuation Certificate (this “Certificate”) is delivered by Borrower to East West Bank (“Bank”) pursuant to the Loan and Security Agreement dated as of April 14, 2015 by and among Borrower and Bank (as amended, restated, supplemented or threatened in writing against Borrower or any of its Subsidiaries otherwise modified from time to time, the “Loan Agreement”). The terms used herein that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or are defined in the aggregateLoan Agreement have the same respective meanings herein as ascribed to them in the Loan Agreement. Borrower requests on ______________, $1,000,000 or more Promptly Yes No201_ a LIBOR Loan (the “Loan”) as follows:

Appears in 1 contract

Samples: Loan and Security Agreement (NTN Buzztime Inc)

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