Actions in Concert. Anything in this Agreement to the contrary notwithstanding, each Lender hereby agrees with each other Lender that no Lender shall take any action to protect or enforce its rights arising out of any Loan Document (including exercising any rights of setoff) without first obtaining the prior written consent of Collateral Agent or Required Lenders, it being the intent of Lenders that any such action to protect or enforce rights under any Loan Document shall be taken in concert and at the direction or with the consent of Collateral Agent or Required Lenders. EXHIBIT C Loan Payment Request Form Fax To: (000) 000-0000 Date: _____________________ Loan Payment: ALIMERA SCIENCES, INC. From Account #___________________________To Account #_____________________________________________ (Deposit Account #)(Loan Account #) Principal $_______________________________and/or Interest $__________________________________________ Authorized Signature: Phone Number: Print Name/Title: Loan Advance: Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. From Account #_____________________________To Account #_________________________________________ (Loan Account #)(Deposit Account #) Amount of Advance $___________________________ All Borrower’s representations and warranties in the Loan and Security Agreement are true, correct and complete in all material respects on the date of the request for an advance; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date: Authorized Signature: Phone Number: Print Name/Title: Outgoing Wire Request: Complete only if all or a portion of funds from the loan advance above is to be wired. 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 Compliance Certificate TO: SLR INVESTMENT CORP., as Collateral Agent and Lender FROM: ALIMERA SCIENCES, INC. The undersigned authorized officer (“Officer”) of Alimera Sciences, Inc. (“Borrower”), hereby certifies that in accordance with the terms and conditions of the Loan and Security Agreement dated as of December 31, 2019, by and among Borrower, Collateral Agent, and the Lenders from time to time party thereto (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Loan Agreement”; capitalized terms used but not otherwise defined herein shall have the meanings given them in the Loan Agreement),
Appears in 2 contracts
Samples: Loan and Security Agreement (Alimera Sciences Inc), Loan and Security Agreement (Alimera Sciences Inc)
Actions in Concert. Anything in this Agreement to the contrary notwithstanding, each Lender hereby agrees with each other Lender that no Lender shall take any action to protect or enforce its rights arising out of any Loan Document (including exercising any rights of setoff) without first obtaining the prior written consent of Collateral Agent or Required Lenders, it being the intent of Lenders that any such action to protect or enforce rights under any Loan Document shall be taken in concert and at the direction or with the consent of Collateral Agent or Required Lenders. US-DOCS\70949198.14 EXHIBIT C Loan Payment Request Form Fax To: (000) 000-0000 Date: _____________________ Loan PaymentLOAN PAYMENT: ALIMERA SCIENCESSCYNEXIS, INC. From Account #________________________________ To Account #__________________________________________________ (Deposit Account #)) (Loan Account #) Principal $____________________________________ and/or Interest $________________________________________________ Authorized Signature: Phone Number: Print Name/Title: Loan AdvanceLOAN ADVANCE: Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. From Account #________________________________ To Account #__________________________________________________ (Loan Account #)) (Deposit Account #) Amount of Advance $___________________________ All Borrower’s representations and warranties in the Loan and Security Agreement are true, correct and complete in all material respects on the date of the request for an advance; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date: Authorized Signature: Phone Number: Print Name/Title: Outgoing Wire RequestOUTGOING WIRE REQUEST: Complete only if all or a portion of funds from the loan advance above is to be wired. 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: ______________________________Print Name/Title: ______________________________________ Telephone #: Telephone #: ] US-DOCS\70949198.14 EXHIBIT D Compliance Certificate TO: SLR INVESTMENT CORPSOLAR CAPITAL LTD., as Collateral Agent and Lender FROM: ALIMERA SCIENCESSCYNEXIS, INC. The undersigned authorized officer (“Officer”) of Alimera SciencesScynexis, Inc. (“Borrower”), hereby certifies that in accordance with the terms and conditions of the Loan and Security Agreement dated as of December 31September 30, 20192016, by and among Borrower, Collateral Agent, and the Lenders from time to time party thereto (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Loan Agreement”; ;” capitalized terms used but not otherwise defined herein shall have the meanings given them in the Loan Agreement),
Appears in 1 contract
Actions in Concert. Anything in this Agreement to the contrary notwithstanding, each Lender hereby agrees with each other Lender that no Lender shall take any action to protect or enforce its rights arising out of any Loan Document (including exercising any rights of setoff) without first obtaining the prior written consent of Collateral Agent or Required Lenders, it being the intent of Lenders that any such action to protect or enforce rights under any Loan Document shall be taken in concert and at the direction or with the consent of Collateral Agent or Required Lenders. EXHIBIT C Loan Payment Request Form Fax To: (000) 000-0000 Date: _____________________ Loan Payment: ALIMERA SCIENCESIMPRIMIS PHARMACEUTICALS, INC. From Account #___________________________To Account #_____________ To Account #_________________________________ (Deposit Account #)) (Loan Account #) Principal $____________________________________ and/or Interest $________________________________ Authorized Signature: Phone Number:___________________________ Print Name/Title:____________________________________ Authorized Signature: Phone Number: Print Name/Title: Loan Advance: Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. From Account #________________________________ To Account #_________________________________________ (Loan Account #)) (Deposit Account #) Amount of Advance $___________________________ All Borrower’s representations and warranties in the Loan and Security Agreement are true, correct and complete in all material respects on the date of the request for an advance; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date: Authorized Signature: Phone Number: _____________________ Print Name/Title: :_____________________________ Outgoing Wire Request: Complete only if all or a portion of funds from the loan advance above is to be wired. Beneficiary Name: _____________________________ Amount of Wire: $ $________________________________ Beneficiary Bank: ______________________________ Account Number: :________________________________ City and State: Beneficiary :________________________________ eneficiary 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: ______________________________Print Name/Title_______ Telephone #: _________________________________Telephone #:______________________________________ Telephone #: Telephone #: EXHIBIT D ____] Compliance Certificate TO: SLR INVESTMENT CORP.SWK FUNDING LLC, as Collateral Agent and Lender HI IMPRIMIS, LLC AND SR-IMPRIMIS, LLC, each as Lender FROM: ALIMERA SCIENCESIMPRIMIS PHARMACEUTICALS, INC., IMPRIMIS NJOF, LLC, IMPRIMISRX CA, INC. and IMPRIMISRX NJ, LLC (individually and collectively, jointly and severally, “Borrower”) The undersigned authorized officer (“Officer”) of Alimera SciencesImprimis Pharmaceuticals, Inc. (“Borrower”)Inc., on behalf of each Borrower hereby certifies that in accordance with the terms and conditions of the Loan and Security Agreement dated as of December 31July 19, 20192017, by and among Borrower, Collateral Agent, and the Lenders from time to time party thereto (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Loan Agreement”; ;” capitalized terms used but not otherwise defined herein shall have the meanings given them in the Loan Agreement),
Appears in 1 contract
Samples: Loan and Security Agreement (Imprimis Pharmaceuticals, Inc.)
Actions in Concert. Anything in this Agreement to the contrary notwithstanding, each Lender hereby agrees with each other Lender that no Lender shall take any action to protect or enforce its rights arising out of any Loan Document (including exercising any rights of setoff) without first obtaining the prior written consent of Collateral Agent or Required Lenders, it being the intent of Lenders that any such action to protect or enforce rights under any Loan Document shall be taken in concert and at the direction or with the consent of Collateral Agent or Required Lenders. 62 EXHIBIT C Loan Payment Request Form Fax To: (000) 000-0000 Date: _____________________ Loan PaymentLOAN PAYMENT: ALIMERA SCIENCESApollo Endosurgery US, INC. Inc. From Account #___________________________# To Account #_____________________________________________ : (Deposit Account #)) (Loan Account #) Principal $_______________________________$ and/or Interest $__________________________________________ $ Authorized Signature: Phone Number: Print Name/Title: Loan AdvanceLOAN ADVANCE: Complete Outgoing Outstanding Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. From Account #_____________________________: To Account #_________________________________________ : (Loan Account #)) (Deposit Account #) Amount of Advance $___________________________ $ All Borrowerof each Loan Party’s representations and warranties in the Loan and Security Agreement are true, correct and complete in all material respects on the date of the request for an advance; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date: Authorized Signature: Phone Number: Print Name/Title: Outgoing Wire RequestOUTGOING WIRE REQUEST: Complete only if all or a portion of funds from the loan advance above is to be wired. Beneficiary Name: _____________________________ Amount of Wire: $ Beneficiary Bank: ______________________________ Account Number: City and State: Beneficiary Bank Transit (ABA) #: Beneficiary Bank Code (Swift, SortSoft, 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 Compliance Certificate TO: SLR INVESTMENT CORPSOLAR CAPITAL LTD., as Collateral Agent and Lender FROM: ALIMERA SCIENCESApollo Endosurgery US, INC. Inc. The undersigned authorized officer (“Officer”) of Alimera SciencesApollo Endosurgery US, Inc. (“Borrower”), hereby certifies that in accordance with the terms and conditions of the Loan and Security Agreement dated as of December 31March 15, 2019, by and among Borrower, Apollo Endosurgery, Inc., Apollo Endosurgery International LLC, Lpath Therapeutics Inc., Apollo Endosurgery UK Ltd, Apollo Endosurgery Costa Rica S.R.L., Collateral Agent, and the Lenders from time to time party thereto (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Loan Agreement”; ;” capitalized terms used but not otherwise defined herein shall have the meanings given them in the Loan Agreement),
Appears in 1 contract
Samples: Loan and Security Agreement (Apollo Endosurgery, Inc.)
Actions in Concert. Anything in this Agreement to the contrary notwithstanding, each Lender hereby agrees with each other Lender that no Lender shall take any action to protect or enforce its rights arising out of any Loan Document (including exercising any rights of setoff) without first obtaining the prior written consent of Collateral Agent or Required Lenders, it being the intent of Lenders that any such action to protect or enforce rights under any Loan Document shall be taken in concert and at the direction or with the consent of Collateral Agent or Required Lenders. EXHIBIT C Loan Payment Request Form Fax To: (000) 000-0000 Date: _____________________ Loan PaymentLOAN PAYMENT: ALIMERA SCIENCESTetraphase Pharmaceuticals, INC. Inc. From Account #_______________________________ To Account #_____________________________________________ (Deposit Account #)) (Loan Account #) Principal $___________________________________ and/or Interest $__________________________________________ Authorized Signature: :__________________________ Phone Number: :___________________________________ Print Name/Title: Loan Advance_____________________________ LOAN ADVANCE: Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. From Account #______________________________ To Account #____________________________________________ (Loan Account #)) (Deposit Account #) Amount of Advance $___________________________ All Borrower’s representations and warranties in the Loan and Security Agreement are true, correct and complete in all material respects on the date of the request for an advance; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date: Authorized Signature: Phone Number: Print Name/Title: Outgoing Wire Request: Complete only if all or a portion of funds from the loan advance above is to be wired. Beneficiary Name: ___:__________________________ Amount of Wire: $ Beneficiary Bank: Phone Number:______________________________ 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: _____________________________ OUTGOING WIRE REQUEST: Complete only if all or a portion of funds from the loan advance above is to be wired. 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 #: Telephone #: :_______________] EXHIBIT D Compliance Certificate TO: SLR INVESTMENT CORPSOLAR CAPITAL LTD., as Collateral Agent and Lender SCP Private Credit Income Fund L.P., as Lender Crystal Financial LLC, as Lender FROM: ALIMERA SCIENCESTetraphase Pharmaceuticals, INC. Inc. The undersigned authorized officer (“Officer”) of Alimera SciencesTetraphase Pharmaceuticals, Inc. (“Borrower”), hereby certifies that in accordance with the terms and conditions of the Loan and Security Agreement dated as of December 31November 2, 20192018 , by and among Borrower, Collateral Agent, and the Lenders from time to time party thereto (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Loan Agreement”; ;” capitalized terms used but not otherwise defined herein shall have the meanings given them in the Loan Agreement),
Appears in 1 contract
Samples: Loan and Security Agreement (Tetraphase Pharmaceuticals Inc)
Actions in Concert. Anything in this Agreement to the contrary notwithstanding, each Lender hereby agrees with each other Lender that no Lender shall take any action to protect or enforce its rights arising out of any Loan Document (including exercising any rights of setoff) without first obtaining the prior written consent of Collateral Agent or Required Lenders, it being the intent of Lenders that any such action to protect or enforce rights under any Loan Document shall be taken in concert and at the direction or with the consent of Collateral Agent or Required Lenders. EXHIBIT C Loan Payment Request Form Fax To: (000) 000-0000 Date: _____________________ Loan PaymentLOAN PAYMENT: ALIMERA SCIENCES, INC. From Account #____________________________ To Account #_____________________________________________ (Deposit Account #)) (Loan Account #) Principal $________________________________ and/or Interest $__________________________________________ Authorized Signature: Phone Number: Print Name/Title: Loan AdvanceLOAN ADVANCE: Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. From Account #______________________________ To Account #_________________________________________ (Loan Account #)) (Deposit Account #) Amount of Advance $___________________________ All Borrower’s representations and warranties in the Loan and Security Agreement are true, correct and complete in all material respects on the date of the request for an advance; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date: Authorized Signature: Phone Number: Print Name/Title: Outgoing Wire RequestOUTGOING WIRE REQUEST: Complete only if all or a portion of funds from the loan advance above is to be wired. 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 Compliance Certificate TO: SLR INVESTMENT CORPSOLAR CAPITAL LTD., as Collateral Agent and Lender FROM: ALIMERA SCIENCES, INC. The undersigned authorized officer (“Officer”) of Alimera Sciences, Inc. (“Borrower”), hereby certifies that in accordance with the terms and conditions of the Loan and Security Agreement dated as of December 31, 2019, by and among Borrower, Collateral Agent, and the Lenders from time to time party thereto (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Loan Agreement”; capitalized terms used but not otherwise defined herein shall have the meanings given them in the Loan Agreement),
Appears in 1 contract
Actions in Concert. Anything in this Agreement to the contrary notwithstanding, each Lender hereby agrees with each other Lender that no Lender shall take any action to protect or enforce its rights arising out of any Loan Document (including exercising any rights of setoff) without first obtaining the prior written consent of Collateral Agent or Required Lenders, it being the intent of Lenders that any such action to protect or enforce rights under any Loan Document shall be taken in concert and at the direction or with the consent of Collateral Agent or Required Lenders. EXHIBIT C Loan Payment Request Form Fax To: (000) 000-0000 Date: _____________________ Loan Payment: ALIMERA SCIENCES, INC. [_______________________] From Account #________________________________ To Account #__________________________________________________ (Deposit Account #)) (Loan Account #) Principal $____________________________________ and/or Interest $________________________________________________ Authorized Signature: Phone Number: Print Name/Title: Loan Advance: Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. From Account #________________________________ To Account #__________________________________________________ (Loan Account #)) (Deposit Account #) Amount of Advance $___________________________ All Borrower’s representations and warranties in the Loan and Security Agreement are true, correct and complete in all material respects on the date of the request for an advance; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date: Authorized Signature: Phone Number: Print Name/Title: Outgoing Wire Request: Complete only if all or a portion of funds from the loan advance above is to be wired. 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: ______________________________Print Name/Title: ______________________________________ Telephone #: Telephone #: ] EXHIBIT D Compliance Certificate TO: SLR INVESTMENT CORPSOLAR CAPITAL LTD., as Collateral Agent and Lender FROM: ALIMERA SCIENCESACHAOGEN, INC. The undersigned authorized officer (“Officer”) of Alimera SciencesAchaogen, Inc. (“Borrower”), hereby certifies solely in his/her capacity as an officer of Borrower and not in his/her individual capacity, that in accordance with the terms and conditions of the Loan and Security Agreement dated as of December 31August __, 20192015, by and among Borrower, Collateral Agent, and the Lenders from time to time party thereto (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Loan Agreement”; ;” capitalized terms used but not otherwise defined herein shall have the meanings given them in the Loan Agreement),
Appears in 1 contract
Actions in Concert. Anything in this Agreement to the contrary notwithstanding, each Lender hereby agrees with each other Lender that no Lender shall take any action to protect or enforce its rights arising out of any Loan Document (including exercising any rights of setoff) without first obtaining the prior written consent of Collateral Agent or Required Lenders, it being the intent of Lenders that any such action to protect or enforce rights under any Loan Document shall be taken in concert and at the direction or with the consent of Collateral Agent or Required Lenders. EXHIBIT C Loan Payment Request Form Fax To: (000) 000-0000 Date: _____________________ Loan PaymentLOAN PAYMENT: ALIMERA SCIENCES, INC. [_______________________] From Account #____________________________ To Account #_____________________________________________ (Deposit Account #)) (Loan Account #) Principal $________________________________ and/or Interest $__________________________________________ Authorized Signature: Phone Number: Print Name/Title: Loan AdvanceLOAN ADVANCE: Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. From Account #______________________________ To Account #_________________________________________ (Loan Account #)) (Deposit Account #) Amount of Advance $___________________________ All Borrower’s representations and warranties in the Loan and Security Agreement are true, correct and complete in all material respects on the date of the request for an advance; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date: Authorized Signature: Phone Number: Print Name/Title: Outgoing Wire RequestOUTGOING WIRE REQUEST: Complete only if all or a portion of funds from the loan advance above is to be wired. 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 Compliance Certificate TO: SLR INVESTMENT CORPSOLAR CAPITAL LTD., as Collateral Agent and Lender FROM: ALIMERA SCIENCES, INC. [______________] The undersigned authorized officer (“Officer”) of Alimera Sciences, Inc. (“Borrower”), hereby certifies that in accordance with the terms and conditions of the Loan and Security Agreement dated as of December 31January 5, 20192018, by and among Borrower, Collateral Agent, and the Lenders from time to time party thereto (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Loan Agreement”; capitalized terms used but not otherwise defined herein shall have the meanings given them in the Loan Agreement),
Appears in 1 contract
Actions in Concert. Anything in this Agreement to the contrary notwithstanding, each Lender hereby agrees with each other Lender that no Lender shall take any action to protect or enforce its rights arising out of any Loan Document (including exercising any rights of setoff) without first obtaining the prior written consent of Collateral Agent or Required Lenders, it being the intent of Lenders that any such action to protect or enforce rights under any Loan Document shall be taken in concert and at the direction or with the consent of Collateral Agent or Required Lenders. EXHIBIT C Loan Payment Request Form Fax To: (000) 000-0000 Date: _____________________ Loan PaymentLOAN PAYMENT: ALIMERA SCIENCESGenMark Diagnostics, INC. Inc. From Account #________________________________ To Account #__________________________________________________ (Deposit Account #)) (Loan Account #) Principal $____________________________________ and/or Interest $________________________________________________ Authorized Signature: Phone Number: Print Name/Title: Loan AdvanceLOAN ADVANCE: Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. From Account #________________________________ To Account #__________________________________________________ (Loan Account #)) (Deposit Account #) Amount of Advance $___________________________ All Borrower’s representations and warranties in the Loan and Security Agreement are true, correct and complete in all material respects on the date of the request for an advance; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date: Authorized Signature: Phone Number: Print Name/Title: Outgoing Wire RequestOUTGOING WIRE REQUEST: Complete only if all or a portion of funds from the loan advance above is to be wired. 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: ______________________________Print Name/Title: ______________________________________ Telephone #: Telephone #: ] EXHIBIT D Compliance Certificate TO: SLR INVESTMENT CORPSOLAR CAPITAL LTD., as Collateral Agent and Lender FROM: ALIMERA SCIENCESGENMARK DIAGNOSTICS, INC., CLINICAL MICRO SENSORS, INC., and OSMETECH INC. The undersigned authorized officer (“Officer”) of Alimera SciencesGenMark Diagnostics, Inc. (“BorrowerGenMark”), hereby certifies that in accordance with the terms and conditions of the Loan and Security Agreement dated as of December 31February 1, 2019, by and among GenMark, Clinical Micro Sensors, Inc. (“CMS”), Osmetech Inc. (“Osmetech”, and together with GenMark and CMS, individually and collectively, jointly and severally, “Borrower”), Collateral Agent, and the Lenders from time to time party thereto (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Loan Agreement”; ;” capitalized terms used but not otherwise defined herein shall have the meanings given them in the Loan Agreement),
Appears in 1 contract
Samples: Loan and Security Agreement (GenMark Diagnostics, Inc.)
