Common use of Reporting Covenant Required Complies Clause in Contracts

Reporting Covenant Required Complies. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) + 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 (if Borrowing Base Eligible and any Advances are outstanding) Monthly within 30 days Yes No Board Projections FYE within 30 days of 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 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 Affiliates** $25,000,000 $ Yes No * Commencing with the month ending November 30, 2017 ** Through October 31, 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 existing Event of Default. Sincerely, TINTRI, INC. Signature Title Date

Appears in 3 contracts

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

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Reporting Covenant Required Complies. Annual financial statements (CPA Audited) FYI within 180 days Yes No Monthly financial statements with (consolidated), Compliance Certificate and deferred revenue report Monthly within 30 days Yes No Quarterly financial statements (consolidating) Quarterly within 30 days Yes No 10K and 10Q (as applicable) Yes No Annual financial statement (CPA Audited) + XX XXX within 180 operating budget, sales projections and operating plans approved by board of directors Annual no later than 30 days after the end of each fiscal year Yes No A/R & A/P Agings Monthly Agings, Inventory Report, Borrowings Base Certificate Prior to each Credit Extension, and monthly within 30 20 days Yes No Deferred Revenue A/R Audit Initial (if applicable) Monthly within 30 days Yes No Borrowing Base Certificate (if Borrowing Base Eligible and any Advances are outstanding) Monthly within 30 days Yes No Board Projections FYE within 30 days of Board Approval close) and Semi-Annual thereafter Yes No Performance Pricing Net Cash Applicable Rate Applies Borrowing Base Inventory Exam Prior to any Advance on “Eligible Net Cash ³ $15,000,000* WSJ Prime + 0.35% Inventory” and Annually thereafter Yes No Yes Net Cash < $15,000,000* WSJ Prime + 1.75% IP Report Annually within 30 days, and promptly after filings with the USPTO and/or Copyright Office Yes No No Non-Formula Loans Net 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 Non-Formula Applicable Rate Applies Non-Formula Loan Eligible Net Cash ³ $15,000,000 WSJ Prime + 1.25% maintained with foreign subsidiaries $ /% (may not exceed 5%) Yes No Yes Net Cash < $15,000,000 WSJ Prime + 1.25% Yes No No Financial Covenant Covenants Required Actual Compliance Adjusted Quick Complies Minimum Asset Coverage Ratio (monthly)* 1.25:1.00 ) 1.50: 1.00 :1.00 Yes No Minimum Tangible Net CashWorth (quarterly) $ 8,000,000 * $15,000,000 $ Yes No Minimum Unrestricted Cash in DDA at each of Bridge and Cash Equivalents at Bank and Bank AffiliatesComerica $ 1,000,000 ** $25,000,000 $ 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 * Commencing 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 the month ending November 30GAAP), 2017 not to exceed $10,000,000 through 12/31/11. ** Through October 31, 2017 The following financial covenant analysis and other information set forth to increase to $3,000,000 ($4,000,000 in Schedule 1 attached hereto are true and accurate as the event of any advance of the date Investors’ Indebtedness) at Bridge and $2,000,000 ($3,000,000 in the event of this Certificate. All other representations and warranties any advance of the Investors’ Indebtedness) at Comerica in this Agreement are true and correct the event Borrower’s quarterly revenue is <80% of the Board-approved forecast delivered to Lenders in all material respects on this date, and Borrower represents that there is no existing Event of Default. Sincerely, TINTRI, INC. Signature Title Dateaccordance 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 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 Monthly 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) + XX XXX within 180 Compliance Certificate Within 5 days of filings with the SEC but no later than 90 days after FYE Yes No A/R & A/P Agings Monthly within 30 10‑Q, 10‑K and 8-K Within 5 days after filing with SEC Yes No Deferred Revenue (if applicable) Monthly within 30 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 Borrowing Base Certificate (if Borrowing Base Eligible and Report of any Advances are outstanding) Monthly within 30 days 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 Board Projections FYE within 30 days of 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 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 Affiliates** $25,000,000 $ Yes No * Commencing with the month ending November 30, 2017 ** Through October 31, 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 existing Event of Default. Sincerely, TINTRI, INC. Signature Title DateNo

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.)

Reporting Covenant Required Complies. Monthly financial statements with Compliance Monthly within 30 days Yes No Annual (CPA Audited) FYE within 120 days Yes No A/R Agings and Borrowing Base Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) + 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 (if Borrowing Base Eligible and any Advances are outstanding) Monthly within 30 days Yes No Board Projections FYE within 30 days of 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 Financial Covenant Required Actual Compliance Adjusted Complies Maintain on a Monthly Basis: Minimum Quick Ratio (monthly)* 1.25:1.00 1.50:1.0 :1.00 1.0 Yes No Net Cash* $15,000,000 Maintain on a Quarterly Basis: Minimum Revenue: 9/30/01 $ 11,400,000 $ Yes No Unrestricted Cash and Cash Equivalents at Bank and Bank Affiliates** $25,000,000 12/31/01 $ 12,700,000 $ Yes No * Commencing 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 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 , 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 month ending November 30respective 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, 2017 ** Through October 31and the performance by Borrowers of all the terms contained in the Loan Agreement, 2017 The following financial covenant analysis 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 Schedule 1 attached hereto are true and accurate as of the date of this Certificate. All other Loan Terms Schedule; (b) the representations and warranties made by Borrowers in this 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 all material respects on such counterparts shall together constitute but one and the same instrument. This Supplement is delivered as of this dateday 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 the Equipment Advance which this Loan Agreement Supplement is being executed is listed below. Upon the funding of such Equipment Advance, this schedule automatically shall be deemed to be 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 and among (i) SILICON VALLEY BANK, a California chartered bank, doing business in Virginia as “Silicon Valley East” (“Bank”) with its principal place of business at 3000 Xxxxxx Xxxxx, 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 “Original Borrowers”), and Borrower represents that there is no existing Event of Default. SincerelyBb ACQUISITION CORP., TINTRIa Delaware corporation, INC. Signature Title Datehaving 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. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) + XX XXX within 180 days Yes No A/R & A/P Agings Monthly within 30 days Yes No Deferred Recurring Revenue (if applicable) Report Monthly within 30 days Yes No Borrowing Base Certificate (if Borrowing Base Eligible and any Advances are outstanding) Monthly within 30 days Yes No Board Projections FYE Monthly financial statements Monthly within 30 days of Board Approval Yes No Performance Pricing Net Cash Applicable Rate Applies Borrowing Base Eligible Net Cash ³ $15,000,000* WSJ Prime + 0.35% Compliance Certificate Monthly within 30 days Yes No Yes Net Cash < $15,000,000* WSJ Prime + 1.75% Annual financial statements (CPA Audited) FYE within 180 days 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% Annual operating budget, sales projections and operating plans approved by board of directors Annually no later than 30 days following the beginning of each fiscal year or board approval, whichever is earlier Yes No Yes Net Cash < $15,000,000 WSJ Prime + 1.25% 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 Compliance Adjusted Quick Ratio Complies Minimum MRR Renewal Rate (monthly)* 1.25:1.00 :1.00 measured quarterly, on a rolling 4 quarters basis) 90% % Yes No Net Cash* $15,000,000 $ Comments Regarding Exceptions: See Attached. BANK USE ONLY Received by: Sincerely, AUTHORIZED SIGNER Date: Verified: AUTHORIZED SIGNER SIGNATURE Date: TITLE Compliance Yes No Unrestricted Cash Status DATE LOAN AND SECURITY MODIFICATION AGREEMENT This Loan and Cash Equivalents at Bank and Bank Affiliates** $25,000,000 $ Yes No * Commencing with the month ending November 30, 2017 ** Through October 31, 2017 The following financial covenant analysis and other information set forth in Schedule 1 attached hereto are true and accurate Security Modification Agreement is entered into as of the date of this Certificate. All other representations February 22, 2016 by 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, TINTRIbetween EVERBRIDGE, INC. Signature Title Date(“Borrower”) and WESTERN ALLIANCE BANK, a successor in interest to Bridge Bank, National Association (“Bank”).

Appears in 2 contracts

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

Reporting Covenant Required Complies. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) + XX XXX within 180 days Yes No A/R & A/P Agings Monthly within 30 days Yes No Deferred Revenue (if applicable) Borrowing Base Certificate Monthly within 30 days Yes No Borrowing Base Certificate (if Borrowing Base Eligible and any Advances are outstanding) Monthly financial statements Monthly within 30 days Yes No Board Projections FYE Compliance Certificate Monthly within 30 days of Board Approval Yes No Performance Pricing Net Cash Applicable Rate Applies Borrowing Base Eligible Net Cash ³ $15,000,000* WSJ Prime + 0.35% Annual audited financial statements FYE within 180 days Yes No Yes Net Cash < $15,000,000* WSJ Prime + 1.75% Annual operating 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 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% A/R Audit Initial and Annual Yes No Yes Net Cash < $15,000,000 WSJ Prime + 1.25% Yes No No Deposit balances with Bank $ Deposit balance outside Bank $ Financial Covenant Required Actual Compliance Adjusted Quick Complies Minimum Asset Coverage Ratio (monthly)* 1.25:1.00 1.50 : 1.00 :1.00 Yes No Net Cash* $15,000,000 $ Yes No Unrestricted Cash 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 Cash Equivalents at Bank existing under and Bank Affiliates** $25,000,000 $ Yes No * Commencing with by virtue of the month ending November 30, 2017 ** Through October 31, 2017 The following financial covenant analysis and other information set forth in Schedule 1 laws of the State of Delaware. I FURTHER CERTIFY that attached hereto as Attachments 1 and 2 are true and accurate as 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 of 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 Certificate. All other representations Corporation, (whose actual signatures are shown below which actual signatures apply only with respect to the secretary certification provided herein and warranties were not themselves included in the resolutions 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 Agreement are true Corporation and correct in all material respects on this dateas its act and deed be, and Borrower represents that there is no existing Event 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 Default. Sincerelythe Corporation and Bank, TINTRIsuch sum or sums of money in a principal amount not to exceed $15,000,000, INC. Signature Title Dateand 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. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) + XX XXX within 180 days (for FYE December 31, 2012, on or before July 31, 2013) Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings (including EXIM), inventory reports and Borrowing Base Certificate Monthly within 15 days (quarterly within 15 days if no outstanding Credit Extensions) Yes No Transaction Reports 15th and last Business Day and with each request for a Credit Extension Yes No Invoices for 10% of outstanding balance of EXIM A/R Within 15 days after the end of each quarter Yes No Projections FYE within 30 days Yes No Deferred Revenue (if applicable) Monthly within 30 days Yes No Borrowing Base Certificate (if Borrowing Base Eligible and any Advances are outstanding) Monthly within 30 days Yes No Board Projections FYE within 30 days of 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 Financial Covenant Required Actual Compliance Adjusted Quick Ratio Complies Maintain as indicated: Liquidity (at all times, certified monthly)* 1.25:1.00 :1.00 ) $3,000,000 $_______ Yes No Net CashAdjusted Free Cash Flow (quarterly) * $15,000,000 $ Yes No Unrestricted Cash and Cash Equivalents at Bank and Bank Affiliates** $25,000,000 $ _______ Yes No * Commencing with See Section 6.9(b) of the month ending November 30Loan and Security Agreement The following Intellectual Property was registered after the Effective Date (if no registrations, 2017 ** Through October 31, 2017 state “None”) The following financial covenant analysis analyses 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 The following are true and correct in all material respects on this datethe exceptions with respect to the certification above: (If no exceptions exist, and Borrower represents that there is no existing Event of Default. Sincerelystate “No exceptions to note.”) Aspen Aerogels, TINTRI, INC. Signature Title Inc. BANK USE ONLY Received by: By: AUTHORIZED SIGNER Name: Date: Title: Verified: AUTHORIZED SIGNER Date: Compliance Status: Yes No

Appears in 2 contracts

Samples: Loan Modification Agreement (Aspen Aerogels Inc), Loan Modification Agreement (Aspen Aerogels Inc)

Reporting Covenant Required Complies. Borrowing Base Report (in connection with Advance) With each request for an Advance Yes No Monthly Borrowing Base Report Within 30 days of month end when Streamline Period is in effect Yes No Weekly 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 Monthly within Within 30 days of month end Yes No Monthly Borrowing Base Reports Within 30 days of month end 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) + XX XXX within 180 Compliance Certificate Within 5 days of filings with the SEC but no later than 90 days after FYE Yes No A/R & A/P Agings Monthly within 30 10‑Q, 10‑K and 8-K Within 5 days after filing with SEC Yes No Deferred Revenue (if applicable) Monthly within 30 Annual operating budgets for upcoming fiscal year and board approval of such annual operating budgets Within the earlier to occur of 45 days after FYE or 10 days after approval by Parent’s Board of Directors Yes No Borrowing Base Certificate (if Borrowing Base Eligible and Report of any Advances are outstanding) Monthly within 30 days 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 Board Projections FYE within 30 days of 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 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 Affiliates** $25,000,000 $ Yes No * Commencing with the month ending November 30, 2017 ** Through October 31, 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 existing Event of Default. Sincerely, TINTRI, INC. Signature Title DateNo

Appears in 2 contracts

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

Reporting Covenant Required Complies. Monthly financial statements with Borrowing Base Certificate With each request for an Advance, and monthly within 45 days Yes No Compliance Certificate Monthly within 30 45 days Yes No Annual financial statement (CPA Audited) + XX XXX Borrower Servicer Report Monthly within 180 45 days Yes No A/R & A/P Agings Monthly Quarterly internal portfolio review package Quarterly within 30 60 days (other than with respect to Q4), within 120 days of Q4 Yes No Deferred Revenue (if applicable) Monthly Notice of material changes to credit policy or risk rating system, or any risk rating changes within 30 days Borrower’s portfolio as reflected in the borrower service reports Immediately upon the occurrence thereof Yes No Borrowing Base Certificate Borrower’s Financial Covenants (if Borrowing Base Eligible and any Advances are outstandingtested quarterly) Monthly within 30 days Required Actual Complies Minimum Cash at Bank $750,000 $_______________ Yes No Board Projections FYE within 30 days of Board Approval Minimum Net Assets $275,000,000* $_________ Yes No Performance Pricing Net Cash Applicable Rate Applies Borrowing Base Eligible Net Cash ³ $15,000,000* WSJ Prime + 0.35Minimum Asset Coverage 200% 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 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 Affiliates** $25,000,000 $ _________ Yes No * Commencing with the month ending November 30, 2017 ** Through October 31, 2017 The following financial covenant analysis and other information set forth in Schedule 1 attached hereto are true and accurate 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 fiscal 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 Certificate. All other Supplement and the Advance Request and the principal amount set forth below; (b) the representations and warranties made by Borrower in this the Loan Agreement are true and correct in all material respects on this date, the date hereof and Borrower represents that there is no existing shall be true and correct on such Funding Date. No Event of DefaultDefault has occurred and is continuing under the Loan Agreement. SincerelyThis Supplement may be executed by Borrower and Bank in separate counterparts, TINTRIeach of which when so executed and delivered shall be an original, INCbut all such counterparts shall together constitute but one and the same instrument. Signature Title Advance Funding Date: _____________, 20____ Advance Amount: $____________ Interest Rate: ______% This Supplement is delivered as of this day and year first above written. EAST WEST BANK OAKTREE STRATEGIC INCOME CORPORATION By: By: Name: Name: Title: Title: Annex A -- Description of Loans 154431683 v1

Appears in 1 contract

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

Reporting Covenant Required Complies. Monthly Compliance Certificate With monthly, 10Q and 10K financial statements and with Compliance Cash Holding Report and Deferred Revenue Report Yes No Borrower prepared monthly financial statements Within 30 days of month end Yes No 10Q, 10K (Audited) with financial statements Within earlier of 5 days of issuance or 50 days of quarter end for 10Q and 90 days for 10K Yes No A/R and A/P Aging Report and Borrowing Base Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) + XX XXX Forecast along with business forecast, quarterly projected balance sheets, income statements and cash flow statements Annually within 180 45 days of FYE Yes No A/R & A/P Agings Monthly within 30 days Any other information regarding the operations, business affairs or financial condition of the Borrower or any Subsidiary as Bank may request Promptly after Bank requests Yes No Deferred Revenue (if applicable) Monthly within 30 days Yes No Borrowing Base Certificate (if Borrowing Base Eligible and any Advances are outstanding) Monthly within 30 days Yes No Board Projections FYE within 30 days of 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 Financial Covenant Required Actual Compliance Adjusted Quick Complies Maintain (at month end): Minimum Liquidity Ratio (monthly)* 1.25:1.00 1.5:1.00 :1.00 Yes No Maintain (at quarter end): Minimum Tangible Net Cash* Worth $15,000,000 600,000 (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 any positive net income for each fiscal quarter thereafter $ Yes No Unrestricted Cash and Cash Equivalents Borrower has deposit accounts located at the following institutions only: Silicon Valley Bank and Bank Affiliates** $25,000,000 $ 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 * Commencing with the month ending November 30, 2017 ** Through October 31, 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 existing Event of Default. Sincerely, TINTRI, INC. Signature Title Date

Appears in 1 contract

Samples: Loan and Security Agreement (Sipex Corp)

Reporting Covenant Required Complies. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) + 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 (if Borrowing Base Eligible and any Advances are outstanding) Monthly within 30 days Yes No Board Projections FYE within 30 days of 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 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 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 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 existing Event of Default. Sincerely, TINTRI, INC. Signature Title Date

Appears in 1 contract

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

Reporting Covenant Required Complies. Monthly Quarterly financial statements with Compliance Certificate Monthly Certificate* Quarterly within 30 days days* Yes No Annual financial statement 10-Q, 10-K and 8-K + CC (CPA Auditedwith 10-Q and 10-K) + XX XXX within 180 Within 5 days Yes No A/R & A/P Agings Monthly within 30 days Yes No Deferred Revenue (if applicable) Monthly within 30 days after filing with SEC Yes No Borrowing Base Certificate A/R and A/P Agings and Inventory reports Monthly within 20 days** Yes No * If the Credit Extensions at any time exceed the sum of permitted Non-Formula Advances plus seventy percent (if Borrowing Base 70%) of Eligible and any Advances are outstanding) Monthly Accounts, then Borrower shall thereafter provide monthly financial statements within 30 days Yes No Board Projections FYE within 30 days after the end of Board Approval Yes No Performance Pricing Net Cash Applicable Rate Applies Borrowing Base Eligible Net Cash ³ $15,000,000each month ** WSJ Prime + 0.35% Yes No Yes Net Cash < $15,000,000* WSJ Prime + 1.75% Yes No No Only if Advances (including any Credit Extensions pursuant to the provisions of Sections 2.1.2, 2.1.3, 2.1.4 and 2.1.5) exceed permitted Non-Formula Loans Net Cash Advances or have exceeded permitted 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 Advances or an Event of Default has occurred Financial Covenant Required Actual Compliance Complies Maintain on a Quarterly Basis:*** Minimum Adjusted Quick Ratio (monthly)* 1.25:1.00 .75:1.0 _____:1.00 1.0 Yes No Net CashMaximum EBITDA Loss**** $15,000,000 $ 1,000,000 $ _______ Yes No Unrestricted Cash and Cash Equivalents at Bank and Bank Affiliates*** $25,000,000 $ Yes No * Commencing with If the Credit Extensions at any time exceed the sum of 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 ending November 30, 2017 **** Through October 31Beginning April 1, 2017 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 analysis analyses 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 The following are true and correct in all material respects on this datethe exceptions with respect to the certification above: (If no exceptions exist, and Borrower represents that there is no existing Event of Default. Sincerelystate “No exceptions to note.”) Sonic Innovations, TINTRIInc. BANK USE ONLY By: Received by: Name: AUTHORIZED SIGNER TITLE: DATE: HEARINGLife USA, INC. Signature Title 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. Yes No Annual Operating Projections Annually, at least 30 days prior to FYE ¨ ¨ Monthly financial statements with Financial Statements Monthly, within 25 days ¨ ¨ Compliance Certificate Monthly Monthly, within 30 days Yes No Annual financial statement (CPA Audited) + XX XXX within 180 ¨ ¨ 10K, 10Q and 8K Within 5 days Yes No of filing with the SEC ¨ ¨ A/R & and A/P Agings Monthly Agings, Statement of Deferred Revenues Monthly, within 30 25 days Yes No Deferred Revenue (if applicable) Monthly within 30 days Yes No ¨ ¨ Borrowing Base Certificate (if Borrowing Base Eligible Monthly, within 25 days ¨ ¨ A/R Audit Initial and any Advances are outstanding) Monthly within 30 days Yes No Board Projections FYE within 30 days of 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 NonSemi-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 Annually ¨ ¨ Deposit balances with Bank $ ______________________ Deposit balances outside Bank $ ______________________ Financial Covenant Required Actual Compliance Complies Yes No Minimum Monthly Adjusted Quick Ratio (monthly)* 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 Status Yes No Net Cash* $15,000,000 $ Yes No Unrestricted Cash 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 DOCUMENT CAPTURE TECHNOLOGIES, INC. (the “Corporation”), HEREBY CERTIFY that the Corporation is organized and Cash Equivalents at Bank existing under and Bank Affiliates** $25,000,000 $ Yes No * Commencing with by virtue of the month ending November 30, 2017 ** Through October 31, 2017 The following financial covenant analysis and other information set forth in Schedule 1 laws of the State of Delaware. I FURTHER CERTIFY that attached hereto as Attachments 1 and 2 are true and accurate as complete copies of the date Certificate of this Certificate. All other representations and warranties in this Agreement are true and correct in all material respects on this dateIncorporation, as amended, and Borrower represents that there the Bylaws of the Corporation, each of which is no existing Event of Default. Sincerely, TINTRI, INC. Signature Title Datein full force and effect on the date hereof.

Appears in 1 contract

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

Reporting Covenant Required Complies. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) + XX XXX within 180 days (for FYE December 31, 2012, on or before July 31, 2013) Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings (including EXIM), inventory reports and Borrowing Base Certificate Monthly within 15 days (quarterly within 15 days if no outstanding Credit Extensions) Yes No Transaction Reports 15th and last Business Day and with each request for a Credit Extension Yes No Invoices for 10% of outstanding balance of EXIM A/R Within 15 days after the end of each quarter Yes No Projections FYE within 30 days Yes No Deferred Revenue (if applicable) Monthly within 30 days Yes No Borrowing Base Certificate (if Borrowing Base Eligible and any Advances are outstanding) Monthly within 30 days Yes No Board Projections FYE within 30 days of 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 Financial Covenant Required Actual Compliance Adjusted Quick Ratio Complies Maintain as indicated: Liquidity (at all times, certified monthly)* 1.25:1.00 :1.00 Yes No Net Cash* $15,000,000 ) $ 3,000,000 $ Yes No Unrestricted Adjusted Free Cash and Cash Equivalents at Bank and Bank Affiliates*Flow (quarterly) * $25,000,000 $ Yes No * Commencing with See Section 6.9(b) of the month ending November 30Loan and Security Agreement The following Intellectual Property was registered after the Effective Date (if no registrations, 2017 ** Through October 31, 2017 state “None”) The following financial covenant analysis analyses 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 The following are true and correct in all material respects on this datethe exceptions with respect to the certification above: (If no exceptions exist, and Borrower represents that there is no existing Event of Default. Sincerelystate “No exceptions to note.”) Aspen Aerogels, TINTRI, INC. Signature Title 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: Loan Modification Agreement (Aspen Aerogels Inc)

Reporting Covenant Required Complies. Transaction Reports Non-Streamline: Weekly; Streamline: monthly within 15 days Yes No Monthly payable & receivable items, check registers, general ledger, & reconciliations Monthly within 15 days Yes No Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) + XX XXX FYE within 180 120 days Yes No A/R & A/P Agings Monthly within 30 days Annual budgets and projections Prior to FYE Yes No Deferred Revenue (if applicable) Monthly within 30 days Yes No Borrowing Base Certificate (if Borrowing Base Eligible and any Advances are outstanding) Monthly within 30 days Yes No Board Projections FYE within 30 days of 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 Financial Covenant Covenants Required Actual Compliance Adjusted Quick Complies Maintain on a Monthly Basis: Minimum Liquidity Ratio (monthly)* 1.25:1.00 when required) 1.75:1.00 :1.00 Yes No Net CashMaximum Capital Expenditures * $15,000,000 $ Yes No Unrestricted Cash and Cash Equivalents at Bank and Bank Affiliates*Minimum Fixed Charge Coverage Ratio (when required) 1.50:1.00 :1.00 Yes No Minimum EBITDA * $25,000,000 $ Yes No * Commencing 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 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 ending November 30, 2017 ** Through October 31, 2017 of each fiscal quarter): . The following financial covenant analysis analyses 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 The following are true and correct in all material respects on this datethe exceptions with respect to the certification above: (If no exceptions exist, and Borrower represents that there is no existing Event of Default. Sincerely, TINTRIstate “No exceptions to note.”) ATRICURE, INC. Signature Title 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. Annual financial statements (CPA Audited) FYE within 180 days (beginning FYE 2020) Yes No Monthly financial statements with and Compliance Certificate Monthly within 30 days Yes No 10K and 10Q Within 10 days of filing with SEC Yes No Annual financial statement (CPA Audited) + XX XXX operating budget approved by board of directors FYE within 180 30 days and within 10 days of Board approved updates thereto Yes No A/R & A/P Agings Monthly within 30 days Yes No Deferred Revenue The following Intellectual Property Collateral was registered after the Closing Date (if applicableno registrations, state “None”) Monthly within 30 days Deposit balance with PacWest $ __________________ Yes No Borrowing Base Certificate (if Borrowing Base Eligible and any Advances are outstanding) Monthly within 30 days Deposit balance with First Republic Bank $ __________________ Yes No Board Projections FYE within 30 days of 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 Deposit balance with Bank $ __________________ Financial Covenant Required Actual Compliance Complies Maximum EBDA Deviation ($500,000.00) $__________ Yes No Adjusted Quick Ratio (monthly)* 1.25:1.00 _____:1.00 Yes No Net Cash* $15,000,000 $ 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 Unrestricted Cash and Cash Equivalents at 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 Lake Forest Bank and Bank Affiliates** $25,000,000 $ Yes No * Commencing with the month ending November 30& Trust Company, 2017 ** Through October 31N.A. pursuant to that certain Premium Finance Agreement, 2017 The following financial covenant analysis and other information set forth in Schedule 1 attached hereto are true and accurate dated as of the date of this CertificateAugust 5, 2021 Inbound Licenses (Section 5.6) None. 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 DefaultPrior Names (Section 5.7) None. Sincerely, TINTRI, INC. Signature Title DateLitigation (Section 5.8) None.

Appears in 1 contract

Samples: Loan and Security Agreement (iSpecimen Inc.)

Reporting Covenant Required Complies. Monthly A/R and A/P agings, reconciliations and Transaction Report, deferred revenue schedule, inventory report and Consigned Collateral report Monthly within 20 days Yes No Monthly financial statements with Compliance Certificate Certificate; with information sufficient to permit Bank to calculate AQR Monthly within 30 days Yes No Annual financial statement (CPA Audited) + XX XXX within 180 days Yes No A/R & A/P Agings Monthly within 30 Annual projections 60 days after FYE Yes No Deferred Revenue Transaction Report (if applicableAQR is less than [***]) Monthly within 30 days More frequent of weekly or with each request for an Advance Yes No Borrowing Base Certificate (if Borrowing Base Eligible 10-Q, 10-K and any Advances are outstanding) Monthly within 30 8-K Within 5 days after filing with SEC Yes No Board Projections FYE within 30 days of 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 Financial Covenant Required Actual Compliance Complies Maintain at all times, measured monthly: Minimum Adjusted Quick Ratio (monthly)* 1.25:1.00 as follows: From 6/30/2011 through 9/29/2011 [ ***] ____:1.00 Yes No Net Cash* $15,000,000 From 9/30/2011 through 12/30/2011 [ ***] ____:1.00 Yes No From and 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 Unrestricted Cash From and Cash Equivalents at Bank and Bank Affiliatesafter 1/1/2012 [ ** $25,000,000 **] $ Yes No * Commencing Portions of this Exhibit were omitted and have been filed separately with the month ending November 30Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, 2017 ** Through October 31, 2017 as amended. The following financial covenant are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”) The following 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 existing Event of Default. Sincerely, TINTRIALPHATEC SPINE, INC. Signature Title LENDERS’ USE ONLY By: Received by: Name: AUTHORIZED SIGNER Title: Date: Verified: AUTHORIZED SIGNER DATE: Compliance Status: Yes No Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, 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 date set forth above:

Appears in 1 contract

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

Reporting Covenant Required Complies. Monthly Compliance Certificate With 10Q and 10K financial statements and with Compliance Cash Holding Report and Deferred Revenue Report Yes No 10Q, 10K (Audited) with financial statements Within earlier of 5 days of issuance or 50 days of quarter end for 10Q and 90 days for 10K Yes No A/R and A/P Aging Report and Borrowing Base Certificate Monthly Quarterly unless Credit Extensions (other than Term Loans) exceed $2,000,000, then monthly, each within 30 days Yes No Annual financial statement (CPA Audited) + XX XXX Forecast along with business forecast, quarterly projected balance sheets, income statements and cash flow statements Annually within 180 45 days of FYE Yes No A/R & A/P Agings Monthly within 30 days Any other information regarding the operations, business affairs or financial condition of the Borrower or any Subsidiary as Bank may request Promptly after Bank requests Yes No Deferred Revenue (if applicable) Monthly within 30 days Yes No Borrowing Base Certificate (if Borrowing Base Eligible and any Advances are outstanding) Monthly within 30 days Yes No Board Projections FYE within 30 days of 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 Financial Covenant Required Actual Compliance Adjusted Quick Complies Maintain (at quarter end): Minimum Liquidity Ratio (monthly)* 1.25:1.00 2.5:1.00 :1.00 Yes No Maintain (at quarter end): Minimum Tangible Net Cash* Worth $15,000,000 600,000 (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 any positive net income (with no adjustment for losses) and 50% of any new equity raised, each quarter thereafter $ Yes No Unrestricted Cash and Cash Equivalents Borrower has deposit accounts located at the following institutions only: Silicon Valley Bank and Bank Affiliates** $25,000,000 $ 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 * Commencing 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 this is true, complete and correct, and that the information in this Borrowing Base Certificate complies with the month ending November 30, 2017 ** Through October 31, 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 the Loan and Security Agreement are true between the undersigned and correct in all material respects on this dateSilicon 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, 2005 (as amended from time to time, the “Loan Agreement”) between Silicon Valley Bank (“Bank”) and Sipex Corporation, a Delaware corporation (“Borrower”), and Borrower represents that there forms a part of and is no existing Event of Defaultincorporated by reference into the Loan Agreement. Sincerely, TINTRI, INC. Signature Title DateCapitalized 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 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 Monthly 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) + XX XXX within 180 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 A/R & A/P Agings Monthly within 30 10‑Q, 10‑K and 8-K Within 5 days after filing with SEC Yes No Deferred Revenue (if applicable) Monthly within 30 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 Borrowing Base Certificate (if Borrowing Base Eligible and Report of any Advances are outstanding) Monthly within 30 days 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 Board Projections FYE within 30 days of 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 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 Affiliates** $25,000,000 $ Yes No * Commencing with the month ending November 30, 2017 ** Through October 31, 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 existing Event of Default. Sincerely, TINTRI, INC. Signature Title DateNo

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 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 Monthly 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) + 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 Compliance Certificate (if Borrowing Base Eligible and any Advances are outstanding) Monthly within 30 days Yes No Board Projections FYE within 30 Within 5 days of 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 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 Affiliates** $25,000,000 $ Yes No * Commencing filings with the month ending November 30SEC 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, 2017 ** Through 2014, which must be delivered on or before October 31, 2017 The following financial covenant analysis 2014) Yes No 10‑Q, 10‑K and other information set forth 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 Schedule 1 attached hereto are true and accurate as 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 date of this Certificate. All other representations and warranties in this Agreement are true and correct in all material respects on this dateaggregate, and Borrower represents that there is no existing Event of Default. Sincerely, TINTRI, INC. Signature Title Date$1,000,000 or more Promptly Yes No

Appears in 1 contract

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

Reporting Covenant Required Complies. Annual financial statements (CPA Audited) FYE within 180 days Yes No Monthly financial statements with (consolidated), Compliance Certificate and deferred revenue report Monthly within 30 days Yes No Quarterly financial statements (consolidating) Quarterly within 30 days Yes No 10K and 10Q (as applicable) Yes No Annual financial statement (CPA Audited) + XX XXX within 180 operating budget, sales projections and operating plans approved by board of directors Annually no later than 30 days after the end of each fiscal year Yes No A/R & A/P Agings Monthly Agings, Inventory Report, Borrowing Base Certificate Prior to each Credit Extension, and monthly within 30 20 days Yes No Deferred Revenue A/R Audit Initial (if applicable) Monthly within 30 days Yes No Borrowing Base Certificate (if Borrowing Base Eligible and any Advances are outstanding) Monthly within 30 days Yes No Board Projections FYE within 30 days of Board Approval close) and Semi-Annual thereafter Yes No Performance Pricing Net Cash Applicable Rate Applies Borrowing Base Inventory Exam Prior to any Advance on “Eligible Net Cash ³ $15,000,000* WSJ Prime + 0.35% Inventory” and Annually thereafter Yes No Yes Net Cash < $15,000,000* WSJ Prime + 1.75% IP Report Annually within 30 days, and promptly after filings with the USPTO and/or Copyright Office Yes No No Non-Formula Loans Net 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 Non-Formula Applicable Rate Applies Non-Formula Loan Eligible Net Cash ³ $15,000,000 WSJ Prime + 1.25% maintained with foreign subsidiaries $ /% (may not exceed 5%) Yes No Yes Net Cash < $15,000,000 WSJ Prime + 1.25% Yes No No Financial Covenant Covenants Required Actual Compliance Adjusted Quick Complies Minimum Asset Coverage Ratio (monthly)* 1.25:1.00 ) 1.50: 1.00 :1.00 Yes No Minimum Tangible Net CashWorth (quarterly) $9,875,000* $15,000,000 $ Yes No Minimum Unrestricted Cash in DDA at each of Bridge and Cash Equivalents at Bank and Bank AffiliatesComerica $2,000,000** $25,000,000 $ 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 * Commencing increasing by (i) 25% of New Equity, (ii) 25% of the principal amount of the Investors’ Indebtedness actually advanced to Borrower after the Second Modification Date, and (iii) 70% of quarterly net profit after tax (determined in accordance with the month ending November 30, 2017 GAAP). ** Through October 31, 2017 The following financial covenant analysis to increase to $4,000,000 at Bridge and other information set forth $4,000,000 at Comerica in Schedule 1 attached hereto are true and accurate as the event Borrower’s quarterly revenue is < 80% of the date of this CertificateBoard-approved forecast delivered to Lenders in accordance with Section 6.3. All other representations EXHIBIT C BORROWING BASE CERTIFICATE BRIDGE BANK 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, TINTRICOMERICA BANK ENPHASE ENERGY, INC. Signature Title .: ACCOUNTS RECEIVABLE BORROWING BASE CALCULATION: As of Date: _______

Appears in 1 contract

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

Reporting Covenant Required Complies. Monthly financial statements 10-Q, 10-K and 8-K Within 5 days after filing with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) + 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 (if Borrowing Base Eligible and any Advances are outstanding) Monthly within 30 days SEC Yes No Board Projections Approved Budget Annually within 60 days after FYE within 30 days of 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 Financial Covenant Required Actual Compliance Adjusted Quick Ratio (monthly)* 1.25:1.00 :1.00 Yes No Net Cash* $15,000,000 Complies Maintain at all times prior to the Qualified Financing Minimum Cash at SVB $ Yes No Unrestricted Cash and Cash Equivalents at Bank and Bank Affiliates** $25,000,000 $ The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”) COLLATERAL AGENT USE ONLY SOMAXON PHARMACEUTICALS, INC. Received by: By: authorized signer Name: Date: Title: Verified: authorized signer Date: Compliance Status: Yes No * Commencing EXHIBIT D SECURED PROMISSORY NOTE $ Dated: , 2008 FOR VALUE RECEIVED, the undersigned, SOMAXON PHARMACEUTICALS, INC., a corporation (“Borrower”), HEREBY PROMISES TO PAY to the order of [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 in accordance with the month ending November 30terms of the Loan and Security Agreement by and between Borrower and Silicon Valley Bank, 2017 ** Through October 31as Collateral Agent, 2017 The following financial covenant analysis and other information the Lenders, including without limitation, Oxford Finance Corporation, and SVB (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 Schedule 1 attached hereto are true and accurate as of the Loan Agreement. Borrower agrees to pay any initial partial month interest payment from the date of this CertificateNote to the first Payment Date (“Interim Interest”) on the first Payment Date. All Principal, interest and all other representations 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 warranties in this Agreement are true Secured Promissory Note. The principal amount of this Note and correct in all material respects on this datethe interest rate applicable thereto, and Borrower represents that there all payments made with respect thereto, shall be recorded by Lender and, prior to any transfer hereof, endorsed on the grid attached hereto which is no existing Event part of Defaultthis Note. SincerelyThe Loan Agreement, TINTRIamong other things, INC. Signature Title Date(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.

Appears in 1 contract

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

Reporting Covenant Required Complies. Monthly Annual audited consolidated and consolidating financial statements with and Compliance Certificate FYE within 180 days Yes No Monthly balance sheet , income statements and statements of cash (Borrower prepared) Monthly within 30 days after each month Yes No Recurring revenue report Monthly within 30 days after each month Yes No Annual financial projections Annually, within 45 days after the start of each fiscal year Yes No Compliance Certificate Monthly within 30 days after each month Yes No Annual financial statement (CPA Audited) + XX XXX within 180 days Financial Covenants Required Complies Minimum Adjusted EBITDA $_______2 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 (if Borrowing Base Eligible and any Advances are outstanding) Monthly within 30 days Yes No Board Projections FYE within 30 days of Board Approval Yes No Performance Pricing Net Cash Applicable Churn Rate Applies Borrowing Base Eligible Net Cash ³ $15,000,000* WSJ Prime + 0.35– one month period Not < -1% Yes No Yes Net Cash Churn Rate – trailing three month period Not < $15,000,000* WSJ Prime + 1.75-2% Yes No No Non-Formula Loans Net Minimum Cash Non-Formula Applicable Rate Applies Non-Formula Loan Eligible Net Cash ³ Amount $15,000,000 WSJ Prime + 1.25% _______3 Yes No Yes Net Cash < Minimum Liquidity $15,000,000 WSJ Prime + 1.25% 2,000,000 Yes No No Financial Covenant Required Actual Comments Regarding Exceptions: See Attached. BANK USE ONLY Verified: SIGNATURE AUTHORIZED SIGNER Date: TITLE Compliance Adjusted Quick Ratio (monthly)* 1.25:1.00 :1.00 Status Yes No Net Cash* $15,000,000 $ Yes No Unrestricted Cash 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 Cash Equivalents at acting ________________ of 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 Affiliates** $25,000,000 $ Yes No * Commencing with (as amended, restated, supplemented or otherwise modified from time to time, the month ending November 30“Loan Agreement”). The terms used herein that are defined in the Loan Agreement have the same respective meanings herein as ascribed to them in the Loan Agreement. Borrower requests on ______________, 2017 ** Through October 31, 2017 The following financial covenant analysis and other information set forth in Schedule 1 attached hereto are true and accurate 201_ a LIBOR Loan (the “Loan”) 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 existing Event of Default. Sincerely, TINTRI, INC. Signature Title Datefollows:

Appears in 1 contract

Samples: Loan and Security Agreement (NTN Buzztime Inc)

Reporting Covenant Required Complies. Monthly Quarterly consolidated and consolidating financial statements with Compliance Certificate The earlier of (i) quarterly, within 45 days and (ii) within 5 days after filing with the SEC Yes No Compliance Certificate Monthly within 30 25 days for each month that is not a quarter-end Yes No Annual financial statement (CPA Audited) + XX XXX within 180 120 days Yes No A/R & A/P Agings Agings, Borrowing Base and Transaction Reports Monthly within 30 days 15 days* Yes No Deferred Revenue Other filings with the SEC or any other regulatory agency Within 10 days after filing Yes No Projections Annually within FYE and 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 Bank (if applicableno registrations, state “None”) Monthly within 30 days Yes No Borrowing Base Certificate (if Borrowing Base Eligible and any Advances are outstanding) Monthly within 30 days Yes No Board Projections FYE within 30 days of 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 Financial Covenant Required Actual Compliance Complies Maintain: Minimum Adjusted Quick Ratio (monthly)* 1.25:1.00 Quarterly) 0.80:1.0 :1.00 1.0 Yes No Net Cash* $15,000,000 Minimum Consolidated EBITDA minus Capital Expenditures (Quarterly) $ $ Yes No Unrestricted Cash and Cash Equivalents at Bank and Bank Affiliates** $25,000,000 Minimum Liquidity (Monthly) $ $ Yes No * Commencing with the month ending November 30, 2017 ** Through October 31, 2017 The following financial covenant analysis analyses and other information set forth in Schedule 1 I attached hereto are true and accurate as of the date of this Certificate. All other representations and warranties in this Agreement The following are true and correct in all material respects on this datethe exceptions with respect to the certification above: (If no exceptions exist, and Borrower represents that there is no existing Event of Default. Sincerely, TINTRIstate “No exceptions to note.”) IBASIS, INC. Signature Title 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 Dated:

Appears in 1 contract

Samples: Third Loan Modification Agreement (Ibasis Inc)

Reporting Covenant Required Complies. Monthly financial statements with Financial Statements Monthly within 30 days Yes No Audited Financial Statements Annually within 120 days after FYE Yes No Board Approved Projections NLT 30 days after completion no later than 90 days after FYE Yes No Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA AuditedMinimum Liquidity Ratio Per Section 6.9(a) + XX XXX within 180 days of the Loan Agreement Yes No A/R & A/P Agings Monthly within 30 days Minimum Net Revenue Per Section 6.9(b) of the Loan Agreement Yes No Deferred Revenue The following are the exceptions with respect to the certification above: (if applicableIf no exceptions exist, state "No exceptions to note.") Monthly within 30 days TRANSGENOMIC, INC. AGENT USE ONLY By: Received by: Name: AUTHORIZED SIGNER Title: Date: Verified: AUTHORIZED SIGNER Date: Compliance Status Yes No Borrowing Base Certificate EXHIBIT C Form of Secured Promissory Note (if Borrowing Base Eligible 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 any Advances are outstanding) Monthly within 30 days Yes No Board Projections FYE within 30 days of 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 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 Affiliates** $25,000,000 $ Yes No * Commencing in accordance with the month ending November 30terms of the Loan and Security Agreement dated as of March _--, 2017 ** Through October 312013 by and among Borrower and Third Security Senior Staff 2008 LLC, 2017 The following financial covenant analysis as Agent, and other information 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 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 Schedule 1 attached hereto are true and accurate as of the Loan Agreement. Borrower agrees to pay any initial partial month interest payment from the date of this CertificateSecured Promissory Note (this "Note") to the first Payment Date ("Interim Interest") on the first Payment Date. All Principal, interest and all other representations 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 warranties in this Agreement are true Note. The principal amount of this Note and correct in all material respects on this datethe 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 grid attached hereto which is part of 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 prepaid except as set forth in Section 2.2(c) and Section 2.2(d) of the Loan Agreement. This Note and the obligation of Borrower represents that there 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 no existing Event secured under the Loan Agreement. Presentment for payment, demand, notice of Defaultprotest and all other demands and notices of any kind in connection with the execution, delivery, performance and enforcement of this Note are hereby waived. SincerelyBorrower shall pay all reasonable fees and expenses, TINTRIincluding, INCwithout limitation, reasonable attorneys' fees and costs, incurred by Lender in the enforcement or attempt to enforce any of Borrower's obligations hereunder not performed when due. Signature Title DateThis Note shall be governed by, and construed and interpreted in accordance with, the laws of the State of California.

Appears in 1 contract

Samples: Loan and Security Agreement (Transgenomic Inc)

Reporting Covenant Required Complies. Monthly financial statements with Financial Statements Monthly within 45 days Yes No Audited Financial Statements Annually within 150 days after FYE Yes No Board Approved Projections Annually within 90 days after FYE Yes No Compliance Certificate Monthly within 30 45 days Yes No Annual financial statement The following are the exceptions with respect to the certification above: (CPA AuditedIf no exceptions exist, state “No exceptions to note.”) + XX XXX within 180 days [NAME OF BORROWER] By: Name: Title: AGENT USE ONLY Received by: authorized signer Date: Verified: authorized signer Date: Compliance Status: Yes No A/R & A/P Agings Monthly within 30 days Yes No Deferred Revenue 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 (if applicableeither individually or collectively as the context may require, the “Borrower”) Monthly within 30 days Yes No Borrowing Base Certificate hereby promises to pay to the order of [_______________], or the holder of this Note (if Borrowing Base Eligible “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 any Advances are outstanding) Monthly within 30 days Yes No Board Projections FYE within 30 days of Board Approval Yes No Performance Pricing Net Cash Applicable Rate Applies Borrowing Base Eligible Net Cash ³ No/100 Dollars ($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 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 Affiliates** $25,000,000 $ Yes No * Commencing , 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 ending November 30until 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, 2017 ** Through October 312012 by and among Borrower, 2017 The following financial covenant analysis MidCap Funding III, LLC, as agent for Lenders, and Lender, and the other information set forth lenders named therein from time to time (as the same may from time to time be amended, modified, restated or supplemented in Schedule 1 attached hereto are true accordance with its terms, the “Loan Agreement”), and accurate as is entitled to the benefit and security of the date Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of this Certificateall of the terms and conditions thereof. All other representations and warranties 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 Agreement are true and correct in all material respects on this datePromissory Note, and Borrower represents that there is no existing 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. SincerelyReference to the Loan Agreement shall not affect or impair the absolute and unconditional obligation of Borrower to pay all principal and interest and premium, TINTRIif any, INCunder 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. Signature Title DateBorrower agrees to make all payments under this Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Promissory Note has been negotiated and delivered to Lender and is payable in the State of Maryland. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the State of Maryland, excluding any conflicts of law rules or principles 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. Monthly financial statements with Monthly within 30 days Yes No Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) + XX XXX FYE within 180 days Yes No A/R & A/P Agings Monthly 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Board approved projections FYE within 30 days and contemporaneously with any updates or changes Yes No Deferred Revenue (if applicable) Monthly within 30 days Yes No Borrowing Base Certificate (if Borrowing Base Eligible and any Advances are outstanding) Monthly within 30 days Yes No Board Projections FYE 409A Reports Annually, within 30 days of Board Approval approval Yes No Performance Pricing Net Cash Applicable Rate Applies Borrowing Base Eligible Net Cash ³ $15,000,000* WSJ Prime + 0.35% 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 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 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 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 Financial Covenant Required Actual Compliance Adjusted Quick Ratio (monthly)* 1.25:1.00 Account #) Principal $ and/or Interest $ Authorized Signature: Phone Number: Print Name/Title: LOAN ADVANCE:1.00 Yes No Net Cash* $15,000,000 $ Yes No Unrestricted Cash and Cash Equivalents at Bank and Bank Affiliates** $25,000,000 $ Yes No * Commencing with the month ending November 30, 2017 ** Through October 31, 2017 The following financial covenant analysis and other information set forth in Schedule 1 attached hereto are true and accurate as Complete Outgoing Wire Request section below if all or a portion of the date funds from this loan advance are for an outgoing wire. From Account # To Account # (Loan Account #) (Deposit Account #) Amount of this Certificate. Term Loan Advance $ All other Borrower’s representations and warranties in this the Mezzanine Loan and Security Agreement are true true, correct and correct complete in all material respects on this the date of the request for an advance; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date: Authorized Signature: Phone Number: Print Name/Title: OUTGOING WIRE REQUEST: Complete only if all or a portion of funds from the loan advance above is to be wired. Deadline for same day processing is noon, Pacific Time Beneficiary Name: Amount of Wire: Beneficiary Bank: Account Number: City and State: Beneficiary Bank Transit (ABA) #: Beneficiary Bank Code (Swift, Sort, Chip, etc.): (For International Wire Only) Intermediary Bank: Transit (ABA) #: For Further Credit to: Special Instruction: By signing below, I (we) acknowledge and agree that my (our) funds transfer request shall be processed in accordance with and subject to the terms and conditions set forth in the agreements(s) covering funds transfer service(s), which agreements(s) were previously received and executed by me (us). Authorized Signature: 2nd Signature (if required): Print Name/Title: Print Name/Title: Telephone #: Telephone #: EXHIBIT D BORROWING RESOLUTIONS BE IT RESOLVED, that any one (1) of the above named officers or employees 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 represents that there is no existing Event and Bank, such sum or sums of Default. Sincerely, TINTRI, INC. Signature Title Datemoney as in their judgment should be borrowed.

Appears in 1 contract

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

Reporting Covenant Required Complies. Monthly financial statements with Compliance Certificate Interim Financial Statements + CC Monthly within 30 days Yes No YES / NO Annual financial statement F/S (CPA AuditedAUDITED) FYE within 90 days YES / NO 10-X, 00-X & 0-X Xxxxxx 0 xxxs after filing with SEC YES / NO AR & AP Agings + XX XXX within 180 days Yes No A/R & A/P Agings BBC Monthly within 30 20 days Yes No Deferred Revenue (if applicable) Monthly within 30 days Yes No Borrowing Base Certificate (if Borrowing Base Eligible and any Advances are outstanding) Monthly within 30 days Yes No Board Projections FYE within 30 days of Board Approval Yes No Performance Pricing Net Cash Applicable Rate Applies Borrowing Base Eligible Net Cash ³ $15,000,000YES / NO FINANCIAL COVENANT REQUIRED ACTUAL COMPLIES ------------------ -------- ------ -------- TO BE TESTED ON A MONTHLY BASIS, UNLESS OTHERWISE NOTED: Minimum Quick Ratio* 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 Financial Covenant Required Actual Compliance Adjusted Quick Ratio (monthly)* 1.25:1.00 1.50:1.00 ____:1.00 Yes No Net Cash* $15,000,000 $ Yes No Unrestricted Cash and Cash Equivalents at Bank and Bank AffiliatesYES / 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 $25,000,000 $ Yes No * Commencing ___________ YES / NO Maximum Losses not to exceed****: $1,200,000 for 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 equity prior to June 30, 1998). *net of deferred revenue (maintenance and support) **Liquidity to be 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 month ending November 30, 2017 Debt Service Coverage covenant. ** Through October 31, 2017 The following financial covenant analysis and other information set forth in Schedule 1 attached hereto are true and accurate as **To be maintained upon replacement of the date Liquidity Coverage covenant. Debt Service Coverage is defined as earnings before interest, taxes, depreciation and amortization minus capital expenditures and capitalized software divided by current maturities of this Certificatelong term debt. All other representations and warranties ****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 increases in this Agreement are true and correct in all material respects on this datecapitalized software. COMMENTS REGARDING FINANCIAL COVENANTS: ================================ BANK USE ONLY RECEIVED BY: _________________ DATE: ________________________ REVIEWED BY: _________________ COMPLIANCE STATUS: YES / NO ================================ 32 Very truly yours, and Borrower represents that there is no existing Event of DefaultSALESLOGIX 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 $200.00 ---------- ======= { } A CHECK FOR THE TOTAL AMOUNT IS ATTACHED. Sincerely, TINTRI, INC{X} DEBIT DDA# 3300016396 FOR THE TOTAL AMOUNT. Signature Title Date{ } LOAN PROCEEDS BORROWER:

Appears in 1 contract

Samples: Loan and Security Agreement (Saleslogix Corp)

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Reporting Covenant Required Complies. Borrowing Base Report, Domestic A/R Agings, A/P Agings, Deferred Revenue Report, transaction reports, and unbilled accounts report (i) with each request for an Advance, (ii) when a Streamline Period is in effect and (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, within thirty (30) days after the last day of each month, and (iii) when a Streamline Period is not in 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 (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, 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 Monthly (i) when no Advances are outstanding under the Revolving Line or have been requested, within 30 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 Yes No Annual financial statement (CPA Audited) + XX XXX within 180 Compliance Certificate, 10Q, 10K and 8-K Within 5 days of filings with the SEC but no later than 90 days after FYE Yes No A/R & A/P Agings Monthly within 30 Annual operating budgets for upcoming fiscal year and board approval of such annual operating budgets Within the earlier to occur of 45 days after FYE or 10 days after approval by Parent’s Board of Directors Yes No Deferred Revenue (if applicable) Monthly within 30 days 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 Borrowing Base Certificate (if Borrowing Base Eligible and any Advances are outstanding) Monthly within 30 days Yes No Board Projections FYE within 30 days of 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 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 Affiliates** $25,000,000 $ Yes No * Commencing with the month ending November 30, 2017 ** Through October 31, 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 existing Event of Default. Sincerely, TINTRI, INC. Signature Title DateNo

Appears in 1 contract

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

Reporting Covenant Required Complies. Monthly consolidating financial statements Monthly within 15 days if Advances or Letters of 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 + Compliance Certificate Monthly 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 30 45 days Yes No Annual financial statement (CPA Audited) + XX XXX Compliance Certificate1 FYE audited within 180 90 days Yes No A/R & A/P Agings 10Q, 10K and 8K + Compliance Certificate1 Within 5 days after filing with SEC, but, (i) in case of 10Qs, no later than within 45 days of the last day of the first three fiscal quarter ends of 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 30 15 days if Advances or Letters of Credit are outstanding at month-end Yes No Deferred Revenue Transaction Report (if applicableand schedules attached thereto) Monthly (i) with each request for an Advance, (ii) no later than 5:00 p.m. Pacific time Monday of each week immediately following a week when Liquidity is less than the Liquidity Threshold, and (iii) within 30 twenty (20) days after the end of each month when Liquidity is greater than or equal to the Liquidity Threshold. Yes No Borrowing Base Certificate (if Borrowing Base Eligible and any Advances are outstanding) Monthly Material Litigation report Promptly Yes* No Annual board approved financial projections Annually within 30 60 days of fiscal year end Yes No Board Projections FYE within 30 days of 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 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 Affiliates** $25,000,000 $ Yes No * Commencing with the month ending November 30If yes, 2017 ** Through October 31, 2017 The following financial covenant analysis and other information set forth in Schedule 1 attached hereto are true and accurate as is a summary of the date Material Litigation not previously disclosed by Borrower or any 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 existing Event of Default. Sincerely, TINTRI, INC. Signature Title Dateits Subsidiaries.

Appears in 1 contract

Samples: Loan and Security Agreement (Radisys Corp)

Reporting Covenant Required Complies. Transaction Reports Weekly* Yes No Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) + XX XXX within 180 days Yes No A/R & A/P Agings and Deferred Revenue Report Monthly within 20 days Yes No Annual Board Approved Financial Projections FYE within 30 days Yes No Deferred Revenue (if applicable) Monthly within 30 days Yes No Borrowing Base Certificate (if Borrowing Base Eligible * Required monthly during any Streamline Period and not required at any Advances time when no Obligations are outstanding) Monthly within 30 days Yes No Board Projections FYE within 30 days of 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 outstanding Financial Covenant Required Actual Compliance 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 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 (monthly)* 1.25:1.00 :1.00 ³ 1.50:1.00 Greater of Prime or 4% Yes No Net Cash* $15,000,000 $ Adjusted Quick Ratio < 1.50:1.00 (a) Greater of Prime or 4% +(b) 0.25% Yes No Unrestricted Cash and Cash Equivalents at Bank and Bank Affiliates** $25,000,000 $ Yes No * Commencing with the month ending November 30, 2017 ** Through October 31, 2017 The following financial covenant analysis analyses 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 The following are true and correct in all material respects on this datethe exceptions with respect to the certification above: (If no exceptions exist, and Borrower represents that there is no existing Event of Default. Sincerely, TINTRI, state “No exceptions to note.”) BECEEM COMMUNICATIONS INC. Signature Title 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. Monthly financial statements with Financial Statements Monthly within 45 days Yes No Audited Financial Statements Annually within 120 days after FYE Yes No Board Approved Projections Annually within 30 days after FYE Yes No Compliance Certificate Monthly within 30 45 days Yes No Annual financial statement The following are the exceptions with respect to the certification above: (CPA AuditedIf no exceptions exist, state “No exceptions to note.”) + XX XXX within 180 days --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- NUPATHE INC. AGENT USE ONLY Received by: By: AUTHORIZED SIGNER Name: Date: Title: Verified: AUTHORIZED SIGNER Date: Compliance Status: Yes No A/R & A/P Agings Monthly within 30 days Yes No Deferred Revenue EXHIBIT D – SECURED PROMISSORY NOTE SECURED PROMISSORY NOTE $ Dated: , 20 FOR VALUE RECEIVED, the undersigned, NUPATHE INC., a Delaware corporation (if applicable“Borrower”) Monthly within 30 days Yes No Borrowing Base Certificate HEREBY PROMISES TO PAY to the order of MIDCAP FUNDING III, LLC (if Borrowing Base Eligible “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 any Advances are outstanding) Monthly within 30 days Yes No Board Projections FYE within 30 days of 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 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 Affiliates** $25,000,000 $ Yes No * Commencing in accordance with the month ending November 30terms of the Loan and Security Agreement by and between Borrower and Midcap Funding III, 2017 ** Through October 31LLC, 2017 The following financial covenant analysis as Agent, and other information 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 Schedule 1 attached hereto are true and accurate as of the Loan Agreement. Borrower agrees to pay any initial partial month interest payment from the date of this CertificateSecured Promissory Note (this “Note”) to the first Payment Date (“Interim Interest”) on the first Payment Date. All Principal, interest and all other representations 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 warranties in this Agreement are true Note. The principal amount of this Note and correct in all material respects on this datethe 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 grid attached hereto which is part of 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 prepaid except as set forth in Section 2.2(c) and Section 2.2(d) of the Loan Agreement. This Note and the obligation of Borrower represents that there 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 no existing Event secured under the Loan Agreement. Presentment for payment, demand, notice of Defaultprotest and all other demands and notices of any kind in connection with the execution, delivery, performance and enforcement of this Note are hereby waived. SincerelyBorrower shall pay all reasonable fees and expenses, TINTRIincluding, INCwithout limitation, reasonable attorneys’ fees and costs, incurred by Lender in the enforcement or attempt to enforce any of Borrower’s obligations hereunder not performed when due. Signature Title DateThis Note shall be governed by, and construed and interpreted in accordance with, the laws of the State of Maryland.

Appears in 1 contract

Samples: Loan and Security Agreement (Nupathe Inc.)

Reporting Covenant Required Complies. Monthly Quarterly financial statements with Compliance Certificate Monthly Quarterly within 30 45 days Yes No Annual financial statement (CPA Audited) + XX XXX FYE within 180 120 days Yes No A/R & A/P Agings Monthly within 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Annual Projections 30 days after FYE Yes No Deferred Revenue (if applicable) Monthly within 30 days Yes No Borrowing Base Certificate (if Borrowing Base Eligible and any Advances are outstanding) Monthly within 30 days Yes No Board Projections FYE within 30 days of 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 Financial Covenant Required Actual Compliance Adjusted Quick Ratio Complies Maintain at all times (monthlymeasured quarterly)* 1.25:1.00 :1.00 Yes No Net Cash* $15,000,000 Adjusted EBITDA Loss (on a trailing twelve (12) month basis) See Section6.7 $ Yes No Unrestricted Cash and Cash Equivalents at Liquidity > 1.50 : 1.00 :1.0 * Applicable only when Borrower’s Bank and Bank Affiliates** Liquidity is less than the Liquidity Threshold Performance Pricing for Advances Applies Trailing 12-month Adjusted EBITDA ≥ $25,000,000 $ 0.00 LIBOR Rate + 2.75%/Prime Rate + 0.00% Yes No * Commencing with 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 ending November 30, 2017 ** Through October 31, 2017 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 analysis analyses 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 The following are true and correct in all material respects on this datethe exceptions with respect to the certification above: (If no exceptions exist, and Borrower represents that there is no existing Event of Default. Sincerely, TINTRIstate “No exceptions to note.”) IMPINJ, INC. Signature Title 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. Monthly consolidated and consolidating financial statements with Compliance Certificate - Borrower prepared Monthly within 30 days when not on a Quarterly Streamline Period Yes No Quarterly consolidated financial statements Quarter end within 30 days 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 a Quarterly Streamline Period Yes No Compliance Certificate (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 Annual financial statement (CPA Audited) + XX XXX (on a consolidated basis) FYE within 180 120 days for each FYE in which Borrower is not required to file with the SEC Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings Monthly (i) during a Quarterly Streamline Period, within 30 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 Deferred Revenue Transaction Reports (i) with each request for 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 (iii) weekly, on the last business Day of each week when a Streamline Period is not in effect Yes No Projections within thirty (30) days prior to the end of each fiscal year of Borrower and as updated and/or amended Yes No The following Intellectual Property was registered after the Effective Date (if applicableno registrations, state “None”) Monthly within 30 days Yes No Borrowing Base Certificate (if Borrowing Base Eligible and any Advances are outstanding) Monthly within 30 days Yes No Board Projections FYE within 30 days of 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 Financial Covenant Required Actual Compliance Adjusted Quick Ratio (monthly)Complies Maintain as indicated: Minimum Tangible Net Worth * 1.25:1.00 :1.00 Yes No Net Cash* $15,000,000 $ Yes No Unrestricted Cash and Cash Equivalents at Bank and Bank AffiliatesMaximum Capital Expenditures ** $25,000,000 $ Yes No * Commencing with See Section 6.9(a) of the month ending November 30, 2017 Loan and Security Agreement ** Through October 31, 2017 The following financial covenant analysis and other information set forth in Schedule 1 attached hereto are true and accurate as See Section 6.9(b) of the date of this Certificate. All other representations Loan 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, TINTRI, INC. Signature Title DateSecurity Agreement

Appears in 1 contract

Samples: Loan and Security Agreement (Planar Systems Inc)

Reporting Covenant Required Complies. Monthly financial statements Transaction reports and schedules of collections Weekly and with Compliance Certificate requests for Credit Extensions, but not if the Streamline Option is in 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 within 30 days of month end, but not if the Streamline Option is in effect Yes No Annual financial statement (CPA Audited) + XX XXX within 180 days Yes No AN/R & A/P Agings 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 Option is in effect Yes No Deferred Revenue N/A Perpetual inventory reports for Inventory valued on a first-in, first-out basis at the lower of cost or market (if applicablein accordance with GAAP) Monthly within 30 days of month end, but not if the Streamline Option is in effect Yes No Borrowing Base Certificate (if Borrowing Base Eligible and any Advances are outstanding) N/A Monthly unaudited financial statements + CC Monthly within 30 days of month end Yes No Board Projections FYE within 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 of Board Approval prior to FYE Yes No Performance Pricing Net Cash Applicable Rate Applies Borrowing Base Eligible Net Cash ³ $15,000,000* WSJ Prime + 0.35% N/A Annual financial statements certified by, and with an unqualified opinion of, independent CPA Annually, within 120 days after FYE 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 N/A Financial Covenant Required Actual Compliance Adjusted Quick Ratio Complies Tangible Net Worth (monthly)* 1.25:1.00 :1.00 Yes No Net Cash* month end) From the Effective Date through December 31, 2005: $15,000,000 10,000,000 plus 50% of all consideration received after the Effective Date for equity securities and Subordinated Debt and 25% of quarterly net income $ Yes No Unrestricted Cash From January 1, 2006 and Cash Equivalents at Bank thereafter: $8,500,000 plus 50% of all consideration received after the Effective Date for equity securities and Bank Affiliates** $25,000,000 Subordinated Debt and 25% of quarterly net income $ Yes No Outstanding Obligations under Loan Agreement* Commencing with the month ending November 30, 2017 ** Through October 31, 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 existing Event of Default$0 $ Yes No N/A Comments Regarding Exceptions: See Attached. Sincerely, TINTRIBANK USE ONLY FiberStars, INC. Signature Title 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. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) + XX XXX FYE within 180 120 days Yes No A/R & A/P Agings Aging Monthly within 30 20 days Yes No Deferred Revenue (if applicable) Monthly within 30 days A/R Audit Annual Yes No Borrowing Base Certificate (if Borrowing Base Eligible and any Advances are outstanding) FINANCIAL COVENANT REQUIRED ACTUAL COMPLIES ------------------ -------- ---------- -------- Maintain on a Monthly within 30 days Basis: Minimum Quick Ratio 1.5:1.0 ______:1.0 Yes No Board Projections FYE within 30 days of Board Approval Minimum Tangible Net Worth $4,500,000 $_________ Yes No Performance Pricing Net Cash Applicable Rate Applies Borrowing Base Eligible Net Cash ³ $15,000,000* WSJ Prime + 0.35% COMMENTS REGARDING EXCEPTIONS: SEE ATTACHED BANK USE ONLY Received By: ---------------------- Date: ----------------------------- Verified: ------------------------- Date: ----------------------------- T/R SYSTEMS, INC. Compliance Status: Yes No Yes Net Cash < By: --------------------------------- Name: ------------------------------- Title: ------------------------------ AMENDED AND RESTATED REVOLVING PROMISSORY NOTE $15,000,000* WSJ Prime + 1.75% Yes No No Non2,000,000.00 October 16, 1998 FOR VALUE RECEIVED, the undersigned, T/R SYSTEMS, INC., a Georgia corporation ("Borrower"), promises to pay to the order of Silicon Valley Bank, a California-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 Financial Covenant Required Actual Compliance Adjusted Quick Ratio chartered bank (monthly"Bank")* 1.25:1.00 :1.00 Yes No Net Cash* $15,000,000 $ Yes No Unrestricted Cash and Cash Equivalents , at Bank and Bank Affiliates** $25,000,000 $ Yes No * Commencing such place as the holder hereof may designate, in accordance with the month ending November 30Loan and Security Agreement dated October 17, 2017 ** Through October 1997, as amended by that certain Loan Modification Agreement dated as of March 31, 2017 The following financial covenant analysis 1998 and other information set forth in Schedule 1 attached hereto are true and accurate 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 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 to pay interest in like money at such office or place from the date hereof to the date of 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 payable monthly in arrears on the sixteenth (16th) calendar day of each month, commencing on November 16, 1998 until maturity, and thereafter on demand. Interest shall be calculated on the basis of actual days elapsed over a 360-day year. The unpaid principal amount of this Certificate. All other representations and warranties in this Agreement are true and correct in all material respects on this dateNote, and Borrower represents that there is no existing Event accrued interest thereon, shall be payable on the Revolving Maturity Date, under and as defined in the Loan Agreement referred to hereinabove or earlier as hereinafter provided. Bank's computation of Default. Sincerelyamounts outstanding hereunder from time to time shall be, TINTRIas between Bank and Borrower, INC. Signature Title Datefinal, 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. Monthly financial statements Quarterly 10Q with Compliance Certificate Monthly within 30 days Within 5 Business Days after filing with the SEC, unless available on XXXXX Yes No Annual financial statement (CPA Audited) + XX XXX within 180 days 10-K and 8-K Within 5 Business Days after filing with SEC, unless available on XXXXX Yes No A/R & A/P Agings Monthly Console Location List Quarterly, within 30 days 15 Business Days Yes No Deferred Revenue The following are the exceptions with respect to the certification above: (if applicableIf no exceptions exist, state “No exceptions to note.”) Monthly within 30 days CryoCor, Inc. APGENT USE ONLY By: Name: Received by: Title: AUTHORIZED SIGNER Date: Verified: AUTHORIZED SIGNER Date: Compliance Status: Yes No Borrowing Base Certificate EXHIBIT D SECURED PROMISSORY NOTE $ Dated: , 2007 FOR VALUE RECEIVED, the undersigned, CRYOCOR, INC., a corporation (if Borrowing Base Eligible “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 any Advances are outstanding) Monthly within 30 days Yes No Board Projections FYE within 30 days of 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 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 Affiliates** $25,000,000 $ Yes No * Commencing in accordance with the month ending November 30terms of the Loan and Security Agreement by and between Borrower and Silicon Valley Bank, 2017 ** Through October 31as Agent, 2017 The following financial covenant analysis and other information 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 Schedule 1 attached hereto are true the Loan Agreement. Beginning on , 2007, and accurate 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 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 CertificateNote to the first Payment Date (“Interim Interest”) on the first Payment Date. All Principal, interest and all other representations 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 warranties in this Agreement are true Secured Promissory Note. The principal amount of this Note and correct in all material respects on this datethe interest rate applicable thereto, and Borrower represents that there all payments made with respect thereto, shall be recorded by Lender and, prior to any transfer hereof, endorsed on the grid attached hereto which is no existing Event part of Defaultthis Note. SincerelyThe Loan Agreement, TINTRIamong other things, INC. Signature Title Date(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.

Appears in 1 contract

Samples: Loan and Security Agreement (Cryocor Inc)

Reporting Covenant Required Complies. Monthly Quarterly financial statements with Compliance Certificate Monthly Quarterly within 30 days Yes No Quarterly audits of Net Financed Balances Quarterly within 30 days Yes No Annual financial statement statements (CPA Audited) + XX XXX FYE within 180 120 days Yes No A/R & A/P Agings 10K and 10Q As applicable Yes No Borrowing Base Cert. – Estimated Remaining Collections Monthly within 30 days Yes No Deferred Revenue (if applicableContinued on Next Page) Monthly within 30 days Yes No Borrowing Base Compliance Certificate (if Borrowing Base Eligible and any Advances are outstandingContinued from Previous Page) Monthly within 30 days Yes No Board Projections FYE within 30 days of 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 Financial Covenant Required Actual Compliance Adjusted Quick Ratio (monthly)* 1.25:1.00 :1.00 Complies Funded Debt to EBITDA Not more than 2.0 to 1.0 to _ Yes No Tangible Net Cash* Worth Equal to at least 100% of Tangible Net Worth reported by Borrower at September 30, 2005, plus 25% of cumulative positive net income accrued since the end of such fiscal 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 $15,000,000 $ 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 Unrestricted Cash and Cash Equivalents at Bank and Bank Affiliates** $25,000,000 $ (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 * Commencing with the month ending November 30, 2017 ** Through October 31, 2017 The following financial covenant analysis and other information set forth in Schedule 1 attached hereto are true and accurate as EXHIBIT F Form 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 existing Event of Default. Sincerely, TINTRI, INC. Signature Title DateAsset Pool Report 11

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 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 Monthly 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) + XX XXX within 180 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 A/R & A/P Agings Monthly within 30 10‑Q, 10‑K and 8-K Within 5 days after filing with SEC Yes No Deferred Revenue (if applicable) Monthly within 30 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 Borrowing Base Certificate (if Borrowing Base Eligible and Report of any Advances are outstanding) Monthly within 30 days 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 Board Projections FYE within 30 days of 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 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 Affiliates** $25,000,000 $ Yes No * Commencing with the month ending November 30, 2017 ** Through October 31, 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 existing Event of Default. Sincerely, TINTRI, INC. Signature Title DateNo

Appears in 1 contract

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

Reporting Covenant Required Complies. Monthly financial statements (consolidated and consolidating Borrower and Subsidiaries; balance sheets and funds flow (including note amount) to/from RSPEs) with Compliance Certificate Monthly within 30 days 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 Quarterly within 30 days Yes No Annual financial statement (consolidated and consolidating Borrower and Subsidiaries; combined with RSPEs) (CPA Audited) + XX XXX with Compliance Certificate FYE within 180 days Yes No A/R & A/P Agings Monthly within 30 Annual Board Approved Financial Projections Earlier of 7 days of board approval or 60 days after FYE Yes No Deferred Revenue How much is Borrower’s Consolidated Cash (if applicablei.e. combined with Related Special Purpose Entities): $ Aggregate RSPE Loans made in immediately preceding fiscal quarter: $ (Maximum Permitted $2,000,000 per fiscal quarter) Monthly Has any RSPE failed to make payments of at least 85% of the applicable RSPE Loan within 30 90 days following funding of such RSPE Loan? Yes No. If Yes, please explain: The following are the exceptions with 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 Borrowing Base Certificate FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT This First Amendment to Loan and Security Agreement (if Borrowing Base Eligible and any Advances are outstandingthis “Amendment”) Monthly within 30 days Yes No Board Projections FYE within 30 days of 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 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 Affiliates** $25,000,000 $ Yes No * Commencing with the month ending November 30, 2017 ** Through October 31, 2017 The following financial covenant analysis and other information set forth in Schedule 1 attached hereto are true and accurate is entered into as of the date of this Certificate. All other representations July 24, 2013, by and warranties in this Agreement are true between Silicon Valley Bank (“Bank”) and correct in all material respects on this dateaTyr Pharma, and Borrower represents that there Inc., a Delaware corporation (“Borrower”) whose address is no existing Event of Default. Sincerely3500 Xxxx Xxxxxxx Court, TINTRI#250, INC. Signature Title DateSan Diego, CA 92121.

Appears in 1 contract

Samples: Loan and Security Agreement (aTYR PHARMA INC)

Reporting Covenant Required Complies. Monthly financial statements with Compliance Certificate Monthly within 30 days (except as set forth in the Loan Agreement) Yes No Quarterly financial statements with Compliance Certificate Quarterly within 45 days Yes No Annual financial statement (CPA Audited) + XX XXX within 180 90 days Yes No A/R & A/P Agings Monthly within 30 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Deferred Revenue (if applicable) Monthly within 30 days Yes No Borrowing Base Certificate (if Borrowing Base Eligible and any Advances are outstanding) Monthly within 30 days Yes No Board Projections FYE within 30 days of 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 Financial Covenant Required Actual Compliance Adjusted Quick Ratio (monthly)Complies Performance to Plan; Revenues 80% of Projected Revenues* 1.25:1.00 :1.00 Yes No Net Cash* $15,000,000 $ Yes No Unrestricted Cash and Cash Equivalents at Bank and Bank Affiliates** $25,000,000 $ % Yes No * Commencing with the month ending November 30, 2017 [** Through October 31, 2017 ] The following financial covenant analysis are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”) CERUS CORPORATION LENDER USE ONLY By: Received by: Name: AUTHORIZED SIGNER Title: Date: Verified: AUTHORIZED SIGNER Date: Compliance Status: Yes No [ * ] = 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 other information set forth acting President and CEO of CERUS CORPORATION, a Delaware corporation (“Borrower”), does hereby certify to OXFORD FINANCE CORPORATION, (“Lender”) in Schedule 1 attached hereto are true connection with that certain Loan and accurate as of Security Agreement dated on or about the date of this Certificate. All hereof by and between Borrower and Lender (the “Loan Agreement”; with other representations and warranties capitalized terms used below having the meanings ascribed thereto 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, TINTRI, INC. Signature Title Datethe Loan Agreement) that:

Appears in 1 contract

Samples: Loan and Security Agreement (Cerus Corp)

Reporting Covenant Required Complies. Monthly Annual financial statements with (CPA Audited) FYE within 270 days (by 6/30/21 for FY 2019) Yes No Monthly/quarterly financial statements and Compliance Certificate Monthly within 30 days or quarterly within 45 days, as applicable Yes No 10K and 10Q (as applicable) Yes No Annual financial statement (CPA Audited) + XX XXX within 180 operating budget, sales projections and operating plans approved by board of directors Annually no later than 90 days after to the beginning of each fiscal year Yes No A/R & A/P Agings Monthly within 30 days or quarterly within 45 days, as applicable Yes No Deferred Revenue (if applicable) Monthly within 30 days A/R Audit Initial and Annual Yes No Borrowing Base Certificate 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 (if Borrowing Base Eligible 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 one (1) of the following named officers, employees, or 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 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 Advances are outstanding) Monthly within 30 days Yes No Board Projections FYE within 30 days of 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 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 Affiliates** $25,000,000 $ Yes No * Commencing other agreement, document or instrument entered into in connection with the month ending November 30, 2017 ** Through October 31, 2017 The following financial covenant analysis Loan and other information set forth in Schedule 1 attached hereto are true and accurate 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 date of this Certificate. All other representations and warranties in this Agreement are true and correct in all material respects on this date“Loan Documents”), and Borrower represents that there is no existing Event of Default. Sincerelyalso to execute and deliver to Bank one or more renewals, TINTRIextensions, INC. Signature Title Datemodifications, refinancings, consolidations, or substitutions for the Loan Documents, or any portion thereof.

Appears in 1 contract

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

Reporting Covenant Required Complies. Monthly consolidated and consolidating financial statements with Compliance Certificate – Borrower prepared Monthly within 30 days when not on a Quarterly Streamline Period Yes No Quarterly consolidated financial statements Quarter end within 30 days 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 a Quarterly Streamline Period Yes No Compliance Certificate (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 Annual financial statement (CPA Audited) + XX XXX (on a consolidated basis) FYE within 180 120 days for each FYE in which Borrower is not required to file with the SEC Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings Monthly (i) during a Quarterly Streamline Period, within 30 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 Deferred Revenue Transaction Reports (i) with each request for 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 (iii) weekly, on the last business Day of each week when a Streamline Period is not in effect Yes No Projections within thirty (30) days prior to the end of each fiscal year of Borrower and as updated and/or amended Yes No The following Intellectual Property was registered after the Effective Date (if applicableno registrations, state “None”) Monthly within 30 days Yes No Borrowing Base Certificate (if Borrowing Base Eligible and any Advances are outstanding) Monthly within 30 days Yes No Board Projections FYE within 30 days of 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 Financial Covenant Required Actual Compliance Adjusted Quick Ratio (monthly)Complies Maintain as indicated: Minimum Tangible Net Worth * 1.25:1.00 :1.00 $_______ Yes No Net Cash* $15,000,000 $ Yes No Unrestricted Cash and Cash Equivalents at Bank and Bank AffiliatesMaximum Capital Expenditures ** $25,000,000 $ ________ Yes No * Commencing with See Section 6.9(a) of the month ending November 30, 2017 Loan and Security Agreement ** Through October 31, 2017 The following financial covenant analysis and other information set forth in Schedule 1 attached hereto are true and accurate as See Section 6.9(b) of the date of this Certificate. All other representations Loan 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, TINTRI, INC. Signature Title DateSecurity Agreement

Appears in 1 contract

Samples: Loan and Security Agreement (Planar Systems Inc)

Reporting Covenant Required Complies. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) + XX XXX within 180 120 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Transaction Reports Monthly within 30 days** A/R & A/P Agings Agings, reconciliations Monthly within 30 days Yes No Deferred Revenue (if applicable) Monthly within Annual operating budget and projections Annually no later than 30 days prior to year-end Yes No Borrowing Base Certificate (if Borrowing Base Eligible and any Advances are outstanding) Monthly within 30 days Yes No Board Projections FYE within 30 days of 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 Financial Covenant Required Actual Compliance Adjusted Quick Ratio (monthly)Complies Maintain on a Quarterly Basis: Minimum Tangible Net Worth $_______ $27,000,000* 1.25:1.00 :1.00 Yes No Net Cash* $15,000,000 $ Liquidity Coverage The last day of March, June, September and December of each year 1.50:1.0 __:1.0 Yes No Unrestricted Cash and Cash Equivalents at Bank and Bank Affiliates** $25,000,000 $ The last day of all other months 1.75:1.0 __:1.0 Yes No * Commencing with the month ending November 30plus 50% of quarterly Net Income, 2017 50% of new equity and 50% of new Subordinated Debt ** Through October 31, 2017 weekly at all times that Borrower is a Net Borrower The following financial covenant analysis analyses 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 The following are true and correct in all material respects on this datethe exceptions with respect to the certification above: (If no exceptions exist, and Borrower represents that there is no existing Event of Default. Sincerely, TINTRIstate “No exceptions to note.”) Borrower: BANK USE ONLY AIRSPAN NETWORKS, INC. Signature Title Received by: AIRSPAN COMMUNICATIONS LIMITED authorized signer Date: Verified: By: authorized signer Name: Date: Title: authorized signer Compliance Status: Yes No SCHEDULE 1 TO COMPLIANCE CERTIFICATE FINANCIAL COVENANTS OF BORROWER Dated: ____________________

Appears in 1 contract

Samples: Loan and Security Agreement (Airspan Networks Inc)

Reporting Covenant Required Complies. Monthly Quarterly financial statements with Compliance Certificate Monthly Quarterly within 30 days (40 days for Borrower’s second fiscal quarter) Yes No Fiscal year end financials + CC Within 5 days of being publicly available but no later than 55 days FYE Yes No Annual financial statement (CPA Audited) + XX XXX within 180 days Yes No A/R & A/P Agings Agings, Deferred Revenue report Monthly within 30 days Yes No Deferred Revenue (if applicable) Monthly within Quarterly Invoices/Purchase Orders As soon as available Yes No Annual Financial Projections Within 30 days Yes No Borrowing Base Certificate (if Borrowing Base Eligible and any Advances are outstanding) Monthly within 30 days Yes No Board Projections FYE within 30 days of after Board Approval Yes No Performance Pricing Net Cash Applicable Rate Reduction Applies Borrowing Base Eligible Net Cash ³ $15,000,000* WSJ Revenue ≥ 70% of Plan Prime + 0.35– 0.50% Yes No Revenue < 70% of Plan Prime + 0.75% Yes No Net Cash ≥ $0.00 CHF = 0.20% Yes No Net Cash < $15,000,000* WSJ Prime + 1.75% 0.00 No CHF 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 Financial Covenant Pricing Reduction Trigger Required Actual Compliance Adjusted Quick Ratio Eligible for Reduction Revenue $__________ (monthly)* 1.25:1.00 :1.00 70% of Plan) $__________ Yes No Net Cash* Cash $15,000,000 $ 0.00 $__________ Yes No Unrestricted Cash and Cash Equivalents at Bank and Bank Affiliates** $25,000,000 $ Yes No * Commencing with the month ending November 30, 2017 ** Through October 31, 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. [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, TINTRI, INC. AEHR TEST SYSTEMS ________________________ Signature ________________________ Title Date________________________ Date EXHIBIT C BORROWING RESOLUTIONS [see attached] EXHIBIT D BORROWING BASE CERTIFICATE Borrower: Aehr Test Systems Lender: Silicon Valley Bank Commitment Amount: $1,500,000 ACCOUNTS RECEIVABLE

Appears in 1 contract

Samples: Loan and Security Agreement (Aehr Test Systems)

Reporting Covenant Required Complies. Quarterly financial statements with Compliance Certificate Quarterly within 30 days (40 days for Borrower’s second fiscal quarter) Yes No Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Fiscal year end financials + CC Within 5 days of being publicly available but no later than 55 days FYE Yes No Annual financial statement (CPA Audited) + XX XXX within 180 days Yes No A/R & A/P Agings Agings, Deferred Revenue report Monthly within 30 days Yes No Deferred Revenue (if applicable) Monthly within Quarterly Invoices/Purchase Orders As soon as available Yes No Annual Financial Projections Within 30 days Yes No Borrowing Base Certificate (if Borrowing Base Eligible and any Advances are outstanding) Monthly within 30 days Yes No Board Projections FYE within 30 days of after Board Approval Yes No Performance Pricing Reduction Applies Net Cash Applicable Rate Applies Borrowing Base Eligible Net Cash ³ > $15,000,000* WSJ 1,000,000 Prime + 0.35– 0.50% Yes No Yes Net Cash < $15,000,000* WSJ 1,000,000 Prime + 1.750.75% Yes No No Non-Formula Loans Net Cash Non-Formula Applicable Rate Applies Non-Formula Loan Eligible > $0.00 No CHF Yes No Net Cash ³ $15,000,000 WSJ Prime + 1.250.00 CHF = 0.20% Yes No Yes Pricing Reduction Trigger Required Actual Eligible for Reduction Net Cash < $15,000,000 WSJ Prime + 1.25% 0.00/$1,000,000 $__________ Yes No No 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 Affiliates** $25,000,000 $ Yes No * Commencing with the month ending November 30, 2017 ** Through October 31, 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. [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, TINTRI, INC. AEHR TEST SYSTEMS ________________________ Signature ________________________ Title Date________________________ 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)

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