Common use of COLLATERAL DESCRIPTION Clause in Contracts

COLLATERAL DESCRIPTION. The word "Collateral" as used in this Agreement means the following described property, whether now owned or hereafter acquired, whether now existing or hereafter arising, and wherever located, in which Grantor is giving to Lender a security interest for the payment of the Indebtedness and performance of all other obligations under the Note and this Agreement: All inventory, equipment, accounts (including but not limited to all health-care-insurance receivables), chattel paper, instruments (including but not limited to all promissory notes), letter-of-credit rights, letters of credit, documents, deposit accounts, investment property, money, other rights to payment and performance, and general intangibles (including but not limited to all software and all payment intangibles); all oil, gas and other minerals before extraction; all oil, gas, other minerals and accounts constituting as-extracted collateral; all fixtures; all timber to be cut; all attachments, accessions, accessories, fittings, increases, tools, parts, repairs, supplies, and commingled goods relating to the foregoing property, and all additions, replacements of and substitutions for all or any part of the foregoing property; all insurance refunds relating to the foregoing property; all good will relating to the foregoing property; all records and data and embedded software relating to the foregoing property, and all equipment, inventory and software to utilize, create, maintain and process any such records and data on electronic media; and all supporting obligations relating to the foregoing property; all whether now existing or hereafter arising, whether now owned or hereafter acquired or whether now or hereafter subject to any rights in the foregoing property; and all products and proceeds (including but not limited to all insurance payments) of or relating to the foregoing property. In addition, the word "Collateral" also includes all the following, whether now owned or hereafter acquired, whether now existing or hereafter arising, and wherever located:

Appears in 2 contracts

Samples: Commercial Security Agreement (Amexdrug Corp), Commercial Security Agreement (Husker Ag Processing LLC)

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COLLATERAL DESCRIPTION. The word "Collateral" as used Collateral consists of all of Borrower’s right, title and interest in this Agreement means and to the following described personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights (except as provided below) or rights to payment of money, leases, license agreements (except as provided below), franchise agreements, General Intangibles (except as provided below), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, whether now existing or hereafter arisingwherever located; and all Borrower’s Books relating to the foregoing, and wherever locatedany and all claims, rights and interests in which Grantor is giving to Lender a security interest for the payment any of the Indebtedness and performance of all other obligations under the Note and this Agreement: All inventory, equipment, accounts (including but not limited to all health-care-insurance receivables), chattel paper, instruments (including but not limited to all promissory notes), letter-of-credit rights, letters of credit, documents, deposit accounts, investment property, money, other rights to payment and performance, and general intangibles (including but not limited to all software above and all payment intangibles); all oilsubstitutions for, gas and other minerals before extraction; all oiladditions, gas, other minerals and accounts constituting as-extracted collateral; all fixtures; all timber to be cut; all attachments, accessions, accessories, fittingsaccessions and improvements to and replacements, increasesproducts, toolsproceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, partsthe Collateral does not include any Intellectual Property; provided however, repairsthe Collateral shall include all Accounts and all proceeds of Intellectual Property. Pursuant to the terms of a certain negative pledge arrangement with Bank, suppliesBorrower has agreed not to encumber any of its Intellectual Property without Bank’s prior written consent. TO: SILICON VALLEY BANK Date: FROM: ASPEN AEROGELS, INC. The undersigned authorized officer of Aspen Aerogels, Inc. (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”), (1) Borrower is in complete compliance for the period ending with all required covenants except as noted below, (2) there are no Events of Default, (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, (4) Borrower, and commingled goods each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement, and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries, if any, relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the foregoing propertyrequired documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and all additions, replacements of and substitutions for all or any part of that compliance is determined not just at the foregoing property; all insurance refunds relating to date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the foregoing property; all good will relating to meanings given them in the foregoing property; all records and data and embedded software relating to the foregoing property, and all equipmentAgreement. 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 (including EXIM), inventory reports and software to utilize, create, maintain Borrowing Base Certificate* Monthly within 15 days (quarterly within 15 days if no outstanding Credit Extensions) Yes No Transaction Reports Weekly (monthly within 15 days when Borrower has achieved Liquidity Threshold) and process any such records and data on electronic media; and all supporting obligations relating to with each request for a Credit Extension) Yes No Invoices for 10% of outstanding balance of EXIM A/R* Within 15 days after the foregoing property; all whether now existing or hereafter arising, whether now owned or hereafter acquired or whether now or hereafter subject to any rights in the foregoing property; and all products and proceeds (including but not limited to all insurance payments) end of or relating to the foregoing property. In addition, the word "Collateral" also includes all the following, whether now owned or hereafter acquired, whether now existing or hereafter arising, and wherever located:each quarter Yes No

Appears in 2 contracts

Samples: Loan and Security Agreement (Aspen Aerogels Inc), Loan and Security Agreement (Aspen Aerogels Inc)

COLLATERAL DESCRIPTION. The word "Collateral" as used in this Agreement means the following described property, whether now owned or hereafter acquired, whether now existing or hereafter arising, and wherever located, in which Grantor is giving to Lender a security interest for the payment of the Indebtedness and performance of all other obligations under the Note and this Agreement: All inventory, equipment, accounts (including but not limited to all health-care-insurance receivables), chattel paper, instruments (including but not limited to all promissory notes), letter-of-credit rights, letters of credit, documents, deposit accounts, investment property, money, other rights to payment and performance, and general intangibles (including but not limited to all software and all payment intangibles); all oil, gas and other minerals before extraction; all oil, gas, other minerals and accounts constituting as-extracted collateral; all fixtures; all timber to be cut; all attachments, accessions, accessories, fittings, increases, tools, parts, repairs, supplies, and commingled goods relating to the foregoing property, and all additions, replacements of and substitutions for all or any part of the foregoing property; all insurance refunds relating to the foregoing property; all good will relating to the foregoing property; all records and data and embedded software relating to the foregoing property, and all equipment, inventory and software to utilize, create, maintain and process any such records and data on electronic media; and all supporting obligations relating to the foregoing property; all whether now existing or hereafter arising, whether now owned or hereafter acquired or whether now or hereafter subject to any rights in the foregoing property; and all products and proceeds (including but not limited to all insurance payments) of or relating to the foregoing property. In additionThe word collateral shall not include any accounts, chattel paper, instructions of, or equity interests in, any special purpose vehicle in which HG Capital has an equity interest but only to the word "Collateral" also includes all the following, whether now owned or hereafter acquired, whether now existing or hereafter arising, and wherever located:extent such assets have been pledged as collateral securing an obligation made by a person with an interest in such special purpose vehicle.

Appears in 2 contracts

Samples: Commercial Security Agreement (Heritage Global Inc.), Commercial Security Agreement (Heritage Global Inc.)

COLLATERAL DESCRIPTION. The word "Collateral" as used Collateral consists of all of Borrower’s right, title and interest in this Agreement means and to the following described personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles, commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, whether now existing or hereafter arisingwherever located; and All Borrower’s Books relating to the foregoing, and wherever locatedany and all claims, rights and interests in which Grantor is giving to Lender a security interest for the payment any of the Indebtedness and performance of all other obligations under the Note and this Agreement: All inventory, equipment, accounts (including but not limited to all health-care-insurance receivables), chattel paper, instruments (including but not limited to all promissory notes), letter-of-credit rights, letters of credit, documents, deposit accounts, investment property, money, other rights to payment and performance, and general intangibles (including but not limited to all software above and all payment intangibles); all oilsubstitutions for, gas and other minerals before extraction; all oiladditions, gas, other minerals and accounts constituting as-extracted collateral; all fixtures; all timber to be cut; all attachments, accessions, accessories, fittingsaccessions and improvements to and replacements, increasesproducts, toolsproceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, partsthe Collateral does not include (a) more than sixty-five percent (65.0%) of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter; (b) any intent-to-use trademarks at all times prior to the first use thereof, repairswhether by the actual use thereof in commerce, suppliesthe recording of a statement of use with the United States Patent and Trademark Office or otherwise; or (c) rights held under a license (with respect to which Borrower is the licensee) that are not assignable by their terms without the consent of the licensor thereof (but only to the extent such restriction on assignment is enforceable under applicable law). TO: SILICON VALLEY BANK Date: FROM: ROKU, INC. The undersigned authorized officer of ROKU, INC. (“Borrower”) certifies that under the terms and conditions of (a) the Amended and Restated Loan and Security Agreement between Borrower and Bank dated as of November 18, 2014 (as amended and as may be further amended, supplemented, replaced, restated, amended and restated or otherwise modified from time to time, the “Senior Agreement”), and commingled goods relating (b) the Subordinated Loan and Security Agreement between Borrower, Bank and the other lenders party thereto dated as of June 9, 2017 (as may be amended, supplemented, replaced, restated, amended and restated or otherwise modified from time to the foregoing property, and all additions, replacements of and substitutions for all or any part of the foregoing property; all insurance refunds relating to the foregoing property; all good will relating to the foregoing property; all records and data and embedded software relating to the foregoing property, and all equipment, inventory and software to utilize, create, maintain and process any such records and data on electronic media; and all supporting obligations relating to the foregoing property; all whether now existing or hereafter arising, whether now owned or hereafter acquired or whether now or hereafter subject to any rights in the foregoing property; and all products and proceeds (including but not limited to all insurance payments) of or relating to the foregoing property. In additiontime, the word "Collateral" also includes all “Subordinated Loan Agreement”) (the followingSenior Loan Agreement and the Subordinated Loan Agreement are, whether now owned or hereafter acquiredcollectively, whether now existing or hereafter arising, and wherever located:the “Agreement”):

Appears in 2 contracts

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

COLLATERAL DESCRIPTION. The word "Collateral" as used Collateral consists of all of Borrower’s right, title and interest in this Agreement means and to the following described personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles (except as provided below), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, whether now existing or hereafter arisingwherever located; and all Borrower’s Books relating to the foregoing, and wherever locatedany and all claims, rights and interests in which Grantor is giving to Lender a security interest for the payment any of the Indebtedness and performance of all other obligations under the Note and this Agreement: All inventory, equipment, accounts (including but not limited to all health-care-insurance receivables), chattel paper, instruments (including but not limited to all promissory notes), letter-of-credit rights, letters of credit, documents, deposit accounts, investment property, money, other rights to payment and performance, and general intangibles (including but not limited to all software above and all payment intangibles); all oilsubstitutions for, gas and other minerals before extraction; all oiladditions, gas, other minerals and accounts constituting as-extracted collateral; all fixtures; all timber to be cut; all attachments, accessions, accessories, fittingsaccessions and improvements to and replacements, increasesproducts, toolsproceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, partsthe Collateral does not include more than 65% of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter. TO: SILICON VALLEY BANK FROM: ADAPTIVE INSIGHTS, repairsINC. Date: The undersigned authorized officer of Adaptive Insights, suppliesInc. (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”), (1) Borrower is in complete compliance for the period ending with all required covenants except as noted below, (2) there are no Events of Default except as noted below, (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, (4) Borrower, and commingled goods each of its Subsidiaries, have timely filed all required tax returns and reports, or extensions therefor, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement, and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries, if any, relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the foregoing propertyrequired documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes, except, with respect to unaudited financial statements, for the absence of footnotes and subject to year-end adjustments. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and all additions, replacements of and substitutions for all or any part of that compliance is determined not just at the foregoing property; all insurance refunds relating to date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the foregoing property; all good will relating to the foregoing property; all records and data and embedded software relating to the foregoing property, and all equipment, inventory and software to utilize, create, maintain and process any such records and data on electronic media; and all supporting obligations relating to the foregoing property; all whether now existing or hereafter arising, whether now owned or hereafter acquired or whether now or hereafter subject to any rights meanings given them in the foregoing property; Agreement. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) + XX XXX within 270 days Yes No 10-Q, 10-K and all products 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings, Borrowing Base Certificate Monthly within 30 days Yes No Annual financial projections Within 10 days of Board approval and proceeds (including but not limited to all insurance payments) of or relating to the foregoing property. In addition, the word "Collateral" also includes all the following, whether now owned or hereafter acquired, whether now existing or hereafter arising, and wherever located:as modified Yes No

Appears in 2 contracts

Samples: Loan and Security Agreement (Adaptive Insights Inc), Loan and Security Agreement (Adaptive Insights Inc)

COLLATERAL DESCRIPTION. The word "Collateral" as used Collateral consists of all of Borrower’s right, title and interest in this Agreement means and to the following described personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles, commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and all Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, the Collateral shall not include any of the Debtor’s right, title and interest in, to and under the following property, in each case whether tangible or intangible, wherever located, and whether now owned by the Debtor or hereafter acquired and whether now existing or hereafter arisingcoming into existence (collectively, the “Pledged Collateral”): the Excluded Shares now owned or hereinafter acquired; all rights and wherever located, in which Grantor is giving to Lender a security interest for the payment privileges of the Indebtedness and performance of all other obligations under the Note and this Agreement: All inventory, equipment, accounts (including but not limited to all health-care-insurance receivables), chattel paper, instruments (including but not limited to all promissory notes), letter-of-credit rights, letters of credit, documents, deposit accounts, investment property, money, other rights to payment and performance, and general intangibles (including but not limited to all software and all payment intangibles); all oil, gas and other minerals before extraction; all oil, gas, other minerals and accounts constituting as-extracted collateral; all fixtures; all timber to be cut; all attachments, accessions, accessories, fittings, increases, tools, parts, repairs, supplies, and commingled goods relating Debtor with respect to the foregoing property, membership interests and all additions, replacements of and substitutions for all or any part of the foregoing property; all insurance refunds relating other property referred to the foregoing property; all good will relating to the foregoing property; all records and data and embedded software relating to the foregoing property, and all equipment, inventory and software to utilize, create, maintain and process any such records and data on electronic mediaas Excluded Shares; and all supporting obligations relating to Proceeds of any of the foregoing property; all whether now existing or hereafter arising, whether now owned or hereafter acquired or whether now or hereafter subject to any rights in the foregoing property; and all products and proceeds (including but not limited to all insurance payments) of or relating to the foregoing property. In addition, the word "Pledged Collateral" also includes all the following, whether now owned or hereafter acquired, whether now existing or hereafter arising, and wherever located:.

Appears in 2 contracts

Samples: Loan Modification Agreement (Real Goods Solar, Inc.), Loan and Security Agreement (Real Goods Solar, Inc.)

COLLATERAL DESCRIPTION. The word "Collateral" as used Collateral consists of all of Borrower’s right, title and interest in this Agreement means and to the following described personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles, commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, whether now existing or hereafter arisingwherever located; and All Borrower’s Books relating to the foregoing, and wherever locatedany and all claims, rights and interests in which Grantor is giving to Lender a security interest for the payment any of the Indebtedness and performance of all other obligations under the Note and this Agreement: All inventory, equipment, accounts (including but not limited to all health-care-insurance receivables), chattel paper, instruments (including but not limited to all promissory notes), letter-of-credit rights, letters of credit, documents, deposit accounts, investment property, money, other rights to payment and performance, and general intangibles (including but not limited to all software above and all payment intangibles); all oilsubstitutions for, gas and other minerals before extraction; all oiladditions, gas, other minerals and accounts constituting as-extracted collateral; all fixtures; all timber to be cut; all attachments, accessions, accessories, fittingsaccessions and improvements to and replacements, increasesproducts, toolsproceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, partsthe Collateral does not include more than 65% of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter. EXHIBIT B COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK Date: FROM: ROKU, repairsINC. The undersigned authorized officer of ROKU, suppliesINC. (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”): (1) Borrower is in complete compliance for the period ending with all required covenants except as noted below; (2) there are no Events of Default except as noted below; (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; (4) Borrower, and commingled goods each of its Subsidiaries, have timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the foregoing propertyrequired documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and all additions, replacements of and substitutions for all or any part of that compliance is determined not just at the foregoing property; all insurance refunds relating to date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the foregoing property; all good will relating to the foregoing property; all records and data and embedded software relating to the foregoing property, and all equipment, inventory and software to utilize, create, maintain and process any such records and data on electronic media; and all supporting obligations relating to the foregoing property; all whether now existing or hereafter arising, whether now owned or hereafter acquired or whether now or hereafter subject to any rights meanings given them in the foregoing property; and all products and proceeds (including but not limited to all insurance payments) of or relating to the foregoing property. In addition, the word "Collateral" also includes all the following, whether now owned or hereafter acquired, whether now existing or hereafter arising, and wherever located:Agreement.

Appears in 2 contracts

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

COLLATERAL DESCRIPTION. The word "Collateral" as used Collateral consists of all of Borrower’s right, title and interest in this Agreement means and to the following described personal property: All Accounts, whether now owned or hereafter acquiredcash, whether now existing or hereafter arisingCash Equivalents, all bank accounts including, without limitation, all operating accounts, depository accounts, and wherever locatedsavings’ accounts, in which Grantor is giving (but excluding investment accounts and securities accounts and cash and Cash Equivalents contained therein, except to Lender a security interest for the payment extent that proceeds of the Indebtedness and performance other Collateral have been deposited into such accounts in violation of, or in a manner inconsistent with, Section 4 of all other obligations under the Note and this Intercreditor Agreement: All inventory, equipment, accounts (including but not limited to all health-care-insurance receivables), chattel paper, instruments (including but not limited to all promissory notes), letter-of-credit rights, letters of credit, documents, deposit accounts, investment property, money, other rights to payment and performance, and general intangibles (including but not limited to all software ) and all payment intangibles); all oilproperty contained therein, gas and other minerals before extraction; all oil, gas, other minerals and accounts constituting as-extracted collateral; all fixtures; all timber to be cut; all attachments, accessions, accessories, fittings, increases, tools, parts, repairs, supplies, and commingled goods relating to the foregoing property, and all additions, replacements of and substitutions for all or any part of the foregoing property; all insurance refunds relating to the foregoing property; all good will relating to the foregoing property; all records and data and embedded software relating to the foregoing property, and all equipment, inventory and software to utilize, create, maintain and process any such records and data on electronic media; and all supporting obligations relating to the foregoing property; all whether now existing or hereafter arising, whether now owned or hereafter acquired or whether now or hereafter subject to any rights in the foregoing property; and all products and proceeds arising out of any of the foregoing. TO: SILICON VALLEY BANK Date: FROM: HEALTH CATALYST, INC. MEDICITY LLC The undersigned, solely in his or her capacity as an authorized officer of HEALTH CATALYST, INC. and MEDICITY LLC (including collectively, “Borrower”) certifies that under the terms and conditions of the Amended and Restated Loan and Security Agreement between Borrower and Bank (as amended, the “Loan Agreement”), (1) Borrower is in complete compliance for the period ending with all required covenants except as noted below, (2) there are no Events of Default (except as noted below), (3) all representations and warranties in the Loan Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Loan Agreement or as otherwise noted below, and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries, if any, relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank, except as noted below. Attached are the required documents supporting the certification. The undersigned, solely in his or her capacity as an authorized officer of Borrower, certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned, solely in his or her capacity as an authorized officer of Borrower, acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not limited to all insurance payments) of or relating to otherwise defined herein shall have the foregoing property. In addition, meanings given them in the word "Collateral" also includes all the following, whether now owned or hereafter acquired, whether now existing or hereafter arising, and wherever located:Agreement.

Appears in 2 contracts

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

COLLATERAL DESCRIPTION. The word "Collateral" as used Collateral consists of all of Borrower’s right, title and interest in this Agreement means and to the following described personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles, commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, whether now existing or hereafter arisingwherever located; and all Borrower’s Books relating to the foregoing, and wherever locatedany and all claims, rights and interests in which Grantor is giving to Lender a security interest for the payment any of the Indebtedness and performance of all other obligations under the Note and this Agreement: All inventory, equipment, accounts (including but not limited to all health-care-insurance receivables), chattel paper, instruments (including but not limited to all promissory notes), letter-of-credit rights, letters of credit, documents, deposit accounts, investment property, money, other rights to payment and performance, and general intangibles (including but not limited to all software above and all payment intangibles); all oilsubstitutions for, gas and other minerals before extraction; all oiladditions, gas, other minerals and accounts constituting as-extracted collateral; all fixtures; all timber to be cut; all attachments, accessions, accessories, fittingsaccessions and improvements to and replacements, increasesproducts, toolsproceeds and insurance proceeds of any or all of the foregoing. TO: SILICON VALLEY BANK Date: FROM: NXSTAGE MEDICAL, partsINC. EIR MEDICAL, repairsINC. MEDISYSTEMS CORPORATION MEDISYSTEMS SERVICES CORPORATION The undersigned authorized officer of NXSTAGE MEDICAL, suppliesINC., EIR MEDICAL, INC., MEDISYSTEMS CORPORATION and MEDISYSTEMS SERVICES CORPORATION (individually and collectively, jointly and severally, the “Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”), (1) Borrower is in compliance for the period ending ___with all required covenants except as noted below, (2) there are no Events of Default, (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, (4) Borrower, and commingled goods each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement, and (5) no Liens (other than Permitted Liens) have been levied or claims made against Borrower or any of its Subsidiaries, if any, relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the foregoing propertyrequired documents supporting the certification. The undersigned certifies that the monthly and quarterly financial statements are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes and subject to year end adjustments and the absence of footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and all additionsthat compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly consolidated and consolidating financial statements with Compliance Certificate Monthly within 30 days Yes No Quarterly consolidated financial certificates Quarterly within 45 days Yes No Annual financial statement (CPA Audited) + XX XXX within 120 days Yes No A/R & A/P Agings, replacements of and substitutions for all or any part of the foregoing property; all insurance refunds relating to the foregoing property; all good will relating to the foregoing property; all records and data and embedded software relating to the foregoing propertyDeferred Revenue report, and all equipmentbookings report, inventory and software to utilizereport Monthly within 30 days, createor as otherwise required Yes No Transaction Reports Bi-weekly (Monthly within 30 days during a Streamline Period) Yes No Projections FYE with 60 days Yes No The following Intellectual Property was registered after the Effective Date (report on a quarterly basis) (if no registrations, maintain and process any such records and data on electronic media; and all supporting obligations relating to the foregoing property; all whether now existing or hereafter arising, whether now owned or hereafter acquired or whether now or hereafter subject to any rights in the foregoing property; and all products and proceeds (including but not limited to all insurance payments) of or relating to the foregoing property. In addition, the word "Collateral" also includes all the following, whether now owned or hereafter acquired, whether now existing or hereafter arising, and wherever located:state “None”)

Appears in 2 contracts

Samples: Loan and Security Agreement (NxStage Medical, Inc.), Loan and Security Agreement (NxStage Medical, Inc.)

COLLATERAL DESCRIPTION. The word "Collateral" as used Collateral consists of all of Borrower’s right, title and interest in this Agreement means and to the following described personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles, commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, whether now existing or hereafter arisingwherever located; and all Borrower’s Books relating to the foregoing, and wherever locatedany and all claims, rights and interests in which Grantor is giving to Lender a security interest for the payment any of the Indebtedness and performance of all other obligations under the Note and this Agreement: All inventory, equipment, accounts (including but not limited to all health-care-insurance receivables), chattel paper, instruments (including but not limited to all promissory notes), letter-of-credit rights, letters of credit, documents, deposit accounts, investment property, money, other rights to payment and performance, and general intangibles (including but not limited to all software above and all payment intangibles); all oilsubstitutions for, gas and other minerals before extraction; all oiladditions, gas, other minerals and accounts constituting as-extracted collateral; all fixtures; all timber to be cut; all attachments, accessions, accessories, fittingsaccessions and improvements to and replacements, increasesproducts, toolsproceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, partsthe Collateral does not include any Excluded Property. TO: SILICON VALLEY BANK Date: FROM: MAVENIR SYSTEMS, repairsINC. The undersigned authorized officer of MAVENIR SYSTEMS, suppliesINC. (“Borrower”) certifies that under the terms and conditions of the Senior Loan and Security Agreement between Borrower and Bank (the “Agreement”), (1) Borrower is in complete compliance for the period ending with all required covenants except as noted below, (2) there are no Events of Default, (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, (4) Borrower has timely filed all required tax returns and reports, and commingled goods Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement, and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries, if any, relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the foregoing propertyrequired documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and all additionsthat compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly financial statements (including income statement and statement of cash flows) with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) + XX XXX within 150 days Yes No A/R & A/P Agings Monthly within 20 days Yes No Transaction Reports Weekly and with each Credit Extension (Monthly within 20 days under Streamline) Yes No Projections/Operating Budgets Earlier of (i) 15 days after approval by board of directors or (ii) January 31st of each fiscal year Yes No The following Intellectual Property was registered after the Effective Date (if no registrations, replacements of state “None”) Tangible Net Worth ³ $14,500,000 Yes No Tangible Net Worth < $14,500,000 Yes No The following financial covenant analyses and substitutions for all or any part information set forth in Schedule 1 attached hereto are true and accurate as of the foregoing property; all insurance refunds relating date of this Certificate. The following are the exceptions with respect to the foregoing property; all good will relating certification above: (If no exceptions exist, state “No exceptions to the foregoing property; all records and data and embedded software relating to the foregoing property, and all equipment, inventory and software to utilize, create, maintain and process any such records and data on electronic media; and all supporting obligations relating to the foregoing property; all whether now existing or hereafter arising, whether now owned or hereafter acquired or whether now or hereafter subject to any rights in the foregoing property; and all products and proceeds (including but not limited to all insurance paymentsnote.”) of or relating to the foregoing property. In addition, the word "Collateral" also includes all the following, whether now owned or hereafter acquired, whether now existing or hereafter arising, and wherever located:By: Received by: Name: AUTHORIZED SIGNER Title: Date: Verified: Date: Compliance Status: Yes No

Appears in 2 contracts

Samples: Senior Loan and Security Agreement (Mavenir Systems Inc), Senior Loan and Security Agreement (Mavenir Systems Inc)

COLLATERAL DESCRIPTION. The word "Collateral" as used in this Agreement means the following described property, whether now owned or hereafter acquired, whether now existing or hereafter arising, and wherever located, in which Grantor is giving to Lender a security interest for the payment of the Indebtedness and performance of all other obligations under the Note and this Agreement: All inventory, equipment, accounts (including but not limited to all health-health- care-insurance receivables), chattel paper, instruments (including but not limited to all promissory notes), letter-of-credit rights, letters of credit, documents, deposit accounts, investment property, money, other rights to payment and performance, and general intangibles (including but not limited to all software and all payment intangibles); all oil, gas and other minerals before extraction; all oil, gas, other minerals and accounts constituting as-as- extracted collateral; all fixtures; all timber to be cut; all attachments, accessions, accessories, fittings, increases, tools, parts, repairs, supplies, and commingled goods relating to the foregoing property, and all additions, replacements of and substitutions for all or any part of the foregoing property; all insurance refunds relating to the foregoing property; all good will relating to the foregoing property; all records and data and embedded software relating to the foregoing property, and all equipment, inventory and software to utilize, create, maintain and process any such records and data on electronic media; and all supporting obligations relating to the foregoing property; all whether now existing or hereafter arising, . whether now owned or hereafter acquired or whether now or hereafter subject to any rights in the foregoing property; and all products and proceeds (including but not limited to all insurance payments) of or relating to the foregoing property. In addition, the word "Collateral" also includes all the following, whether now owned or hereafter acquired, whether now existing or hereafter arising, and wherever located:

Appears in 2 contracts

Samples: Commercial Security Agreement (Auto Graphics Inc), Commercial Security Agreement (Auto Graphics Inc)

COLLATERAL DESCRIPTION. The word "Collateral" as used Collateral consists of all of Borrower’s right, title and interest in this Agreement means and to the following described personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles (except as provided below), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, whether now existing or hereafter arisingwherever located; and all Borrower’s Books relating to the foregoing, and wherever locatedany and all claims, rights and interests in which Grantor any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, the Collateral does not include (a) any interest of Borrower as a lessee or sublessee under a real property lease; (b) rights held under a license that are not assignable by their terms without the consent of the licensor thereof (but only to the extent such restriction on assignment is giving to Lender enforceable under applicable law); (c) any interest of Borrower as a lessee under an Equipment lease if Borrower is prohibited by the terms of such lease from granting a security interest for in such lease or under which such an assignment or Lien would cause a default to occur under such lease; provided, however, that upon termination of such prohibition, such interest shall immediately become Collateral without any action by Borrower or Agent or the payment Lenders; (d) with respect to stock in Foreign Subsidiaries, more than sixty-five percent (65.0%) of the Indebtedness presently existing and performance hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter; and (e) any Intellectual Property; provided, however, the Collateral shall include all other obligations under the Note and this Agreement: All inventory, equipment, accounts (including but not limited to all health-care-insurance receivables), chattel paper, instruments (including but not limited to all promissory notes), letter-of-credit rights, letters of credit, documents, deposit accounts, investment property, money, other rights to payment and performance, and general intangibles (including but not limited to all software Accounts and all payment intangibles); all oil, gas and other minerals before extraction; all oil, gas, other minerals and accounts constituting as-extracted collateral; all fixtures; all timber to be cut; all attachments, accessions, accessories, fittings, increases, tools, parts, repairs, supplies, and commingled goods relating to the foregoing property, and all additions, replacements proceeds of and substitutions for all or any part of the foregoing property; all insurance refunds relating to the foregoing property; all good will relating to the foregoing property; all records and data and embedded software relating to the foregoing property, and all equipment, inventory and software to utilize, create, maintain and process any such records and data on electronic media; and all supporting obligations relating to the foregoing property; all whether now existing or hereafter arising, whether now owned or hereafter acquired or whether now or hereafter subject to any rights in the foregoing property; and all products and proceeds (including but not limited to all insurance payments) of or relating to the foregoing property. In addition, the word "Collateral" also includes all the following, whether now owned or hereafter acquired, whether now existing or hereafter arising, and wherever located:Intellectual Property.

Appears in 2 contracts

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

COLLATERAL DESCRIPTION. The word "Collateral" as used Collateral consists of all of Borrower’s right, title and interest in this Agreement means and to the following described personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles, commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, whether now existing or hereafter arisingwherever located; and all Borrower’s Books relating to the foregoing, and wherever locatedany and all claims, rights and interests in which Grantor is giving to Lender a security interest for the payment any of the Indebtedness and performance of all other obligations under the Note and this Agreement: All inventory, equipment, accounts (including but not limited to all health-care-insurance receivables), chattel paper, instruments (including but not limited to all promissory notes), letter-of-credit rights, letters of credit, documents, deposit accounts, investment property, money, other rights to payment and performance, and general intangibles (including but not limited to all software above and all payment intangibles); all oilsubstitutions for, gas and other minerals before extraction; all oiladditions, gas, other minerals and accounts constituting as-extracted collateral; all fixtures; all timber to be cut; all attachments, accessions, accessories, fittingsaccessions and improvements to and replacements, increasesproducts, toolsproceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, partsthe Collateral does not include more than 65% of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Subsidiary organized outside of the United States which shares entitle the holder thereof to vote for directors or any other matter. TO: SILICON VALLEY BANK Date: FROM: XXXX INNOVATIONS INCORPORATED, repairset al The undersigned authorized officer of Xxxx Innovations Incorporated, suppliesXxxx Technologies, Inc., Advance Photonix, Inc., and commingled goods Picometrix, LLC (individually and collectively, jointly and severally, the “Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”), (1) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below, (2) there are no Events of Default, (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement, and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries, if any, relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the foregoing propertyrequired documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and all additions, replacements of and substitutions for all or any part of that compliance is determined not just at the foregoing property; all insurance refunds relating to date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the foregoing property; all good will relating to the foregoing property; all records and data and embedded software relating to the foregoing property, and all equipment, inventory and software to utilize, create, maintain and process any such records and data on electronic media; and all supporting obligations relating to the foregoing property; all whether now existing or hereafter arising, whether now owned or hereafter acquired or whether now or hereafter subject to any rights meanings given them in the foregoing property; and all products and proceeds (including but not limited to all insurance payments) of or relating to the foregoing property. In addition, the word "Collateral" also includes all the following, whether now owned or hereafter acquired, whether now existing or hereafter arising, and wherever located:Agreement.

Appears in 1 contract

Samples: Loan Modification Agreement (Luna Innovations Inc)

COLLATERAL DESCRIPTION. The word "Collateral" as used in this Agreement means the following described property, whether now owned or hereafter acquired, whether now existing or hereafter arising, and wherever located, in which Grantor is Grantors are giving to Lender a security interest for the payment of the Indebtedness and performance of all other obligations under the Note and this Agreement: All inventory, equipment, accounts (including but not limited to all health-care-insurance receivables), chattel paper, instruments (including but not limited to all promissory notes), letter-of-credit rights, letters of credit, documents, deposit accounts, investment property, money, other rights to payment and performance, and general intangibles (including but not limited to all software and all payment intangibles); all oil, gas and other minerals before extraction; all oil, gas, other minerals and accounts constituting as-extracted collateral; all fixtures; all timber to be cut; all attachments, accessions, accessories, fittings, increases, tools, parts, repairs, supplies, and commingled goods relating to the foregoing property, and all additions, replacements of and substitutions for all or any part of the foregoing property; all insurance refunds relating to the foregoing property; all good will relating to the foregoing property; all records and data and embedded software relating to the foregoing property, and all equipment, inventory and software to utilize, create, maintain and process any such records and data on electronic media; and all supporting obligations relating to the foregoing property; all rents, leases, easements, servitudes, after-acquired property, improvements, additional lands, contracts, permits, franchises and personal property; all whether now existing or hereafter arising, whether now owned or hereafter acquired or whether now or hereafter subject to any rights in the foregoing property; and all products and proceeds (including but not limited to all insurance payments) of or relating to the foregoing property. In addition, the word "Collateral" also includes all the following, whether now owned or hereafter acquired, whether now existing or hereafter arising, and wherever located:

Appears in 1 contract

Samples: Commercial Security Agreement (Sports Field Holdings, Inc.)

COLLATERAL DESCRIPTION. The word "Collateral" as used Collateral consists of all of Borrower’s right, title and interest in this Agreement means and to the following described personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles, commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, whether now existing or hereafter arisingwherever located; and all Borrower’s Books relating to the foregoing, and wherever locatedany and all claims, rights and interests in which Grantor is giving to Lender a security interest for the payment any of the Indebtedness and performance of all other obligations under the Note and this Agreement: All inventory, equipment, accounts (including but not limited to all health-care-insurance receivables), chattel paper, instruments (including but not limited to all promissory notes), letter-of-credit rights, letters of credit, documents, deposit accounts, investment property, money, other rights to payment and performance, and general intangibles (including but not limited to all software above and all payment intangibles); all oilsubstitutions for, gas and other minerals before extraction; all oiladditions, gas, other minerals and accounts constituting as-extracted collateral; all fixtures; all timber to be cut; all attachments, accessions, accessories, fittingsaccessions and improvements to and replacements, increasesproducts, toolsproceeds and insurance proceeds of any or all of the foregoing. TO: SILICON VALLEY BANK Date: FROM: MAXPOINT INTERACTIVE, partsINC. The undersigned authorized officer of MaxPoint Interactive, repairsInc., suppliesa Delaware corporation (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”), (1) Borrower is in complete compliance for the period ending with all required covenants except as noted below, (2) there are no Events of Default, (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, (4) Borrower, and commingled goods each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement, and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries, if any, relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the foregoing propertyrequired documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. 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 Annual Operating Budget With 10 days after Board approval, but at least annually Yes No Transaction Reports (i) with each request for an Advance, (ii) on the 15th day (or the immediately preceding Business Day if the 15th is not a Business Day) and on the last Business Day of each month when a Streamline Period is not Yes No in effect, and (iii) within thirty (30) days after the end of each month when a Streamline Period is in effect 409A Valuation Within 15 days after compilation, but at least annually Yes No The following Intellectual Property was registered after the Effective Date (if no registrations, state “None”) Cash and Availability > $7,500,000 Streamline Period in Effect; Prime Rate on all additions, replacements of Advances Yes No Cash and substitutions for Availability < $7,500,000 Streamline Period NOT in Effect; Prime Rate plus 1.00% on all or any part Advances Yes No The following financial covenant analyses and information set forth in Schedule 1 attached hereto are true and accurate as of the foregoing property; all insurance refunds relating date of this Certificate. The following are the exceptions with respect to the foregoing property; all good will relating certification above: (If no exceptions exist, state “No exceptions to the foregoing property; all records and data and embedded software relating to the foregoing propertynote.”) MaxPoint Interactive, and all equipment, inventory and software to utilize, create, maintain and process any such records and data on electronic media; and all supporting obligations relating to the foregoing property; all whether now existing or hereafter arising, whether now owned or hereafter acquired or whether now or hereafter subject to any rights in the foregoing property; and all products and proceeds (including but not limited to all insurance payments) of or relating to the foregoing property. In addition, the word "Collateral" also includes all the following, whether now owned or hereafter acquired, whether now existing or hereafter arising, and wherever located: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 and Security Agreement (MaxPoint Interactive, Inc.)

COLLATERAL DESCRIPTION. The word "Collateral" as used Collateral consists of all of Borrower’s right, title and interest in this Agreement means and to the following described personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights (except as provided below) or rights to payment of money, leases, license agreements (except as provided below), franchise agreements, General Intangibles (except as provided below), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, whether now existing or hereafter arisingwherever located; and all Borrower’s Books relating to the foregoing, and wherever locatedany and all claims, rights and interests in which Grantor is giving to Lender a security interest for the payment any of the Indebtedness and performance of all other obligations under the Note and this Agreement: All inventory, equipment, accounts (including but not limited to all health-care-insurance receivables), chattel paper, instruments (including but not limited to all promissory notes), letter-of-credit rights, letters of credit, documents, deposit accounts, investment property, money, other rights to payment and performance, and general intangibles (including but not limited to all software above and all payment intangibles); all oilsubstitutions for, gas and other minerals before extraction; all oiladditions, gas, other minerals and accounts constituting as-extracted collateral; all fixtures; all timber to be cut; all attachments, accessions, accessories, fittingsaccessions and improvements to and replacements, increasesproducts, toolsproceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, partsthe Collateral does not include any Intellectual Property; provided however, repairsthe Collateral shall include all Accounts and all proceeds of Intellectual Property. Pursuant to the terms of a certain negative pledge arrangement with Bank, suppliesBorrower has agreed not to encumber any of its Intellectual Property without Bank’s prior written consent. TO: SILICON VALLEY BANK Date: FROM: ASPEN AEROGELS, INC. The undersigned authorized officer of Aspen Aerogels, Inc. (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”), (1) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below, (2) there are no Events of Default, (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, (4) Borrower, and commingled goods each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement, and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries, if any, relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the foregoing propertyrequired documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and all additions, replacements of and substitutions for all or any part of that compliance is determined not just at the foregoing property; all insurance refunds relating to date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the foregoing property; all good will relating to the foregoing property; all records and data and embedded software relating to the foregoing property, and all equipment, inventory and software to utilize, create, maintain and process any such records and data on electronic media; and all supporting obligations relating to the foregoing property; all whether now existing or hereafter arising, whether now owned or hereafter acquired or whether now or hereafter subject to any rights meanings given them in the foregoing property; and all products and proceeds (including but not limited to all insurance payments) of or relating to the foregoing property. In addition, the word "Collateral" also includes all the following, whether now owned or hereafter acquired, whether now existing or hereafter arising, and wherever located:Agreement.

Appears in 1 contract

Samples: Loan and Security Agreement (Aspen Aerogels Inc)

COLLATERAL DESCRIPTION. The word "Collateral" as used Collateral consists of all of Borrower’s right, title and interest in this Agreement means and to the following described personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles including Intellectual Property, commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, whether now existing or hereafter arisingwherever located; and all Borrower’s Books relating to the foregoing, and wherever locatedany and all claims, rights and interests in which Grantor is giving to Lender a security interest for the payment any of the Indebtedness and performance of all other obligations under the Note and this Agreement: All inventory, equipment, accounts (including but not limited to all health-care-insurance receivables), chattel paper, instruments (including but not limited to all promissory notes), letter-of-credit rights, letters of credit, documents, deposit accounts, investment property, money, other rights to payment and performance, and general intangibles (including but not limited to all software above and all payment intangibles); all oilsubstitutions for, gas and other minerals before extraction; all oiladditions, gas, other minerals and accounts constituting as-extracted collateral; all fixtures; all timber to be cut; all attachments, accessions, accessories, fittingsaccessions and improvements to and replacements, increasesproducts, toolsproceeds and insurance proceeds of any or all of the foregoing. TO: EASTWARD FUND MANAGEMENT, partsLLC Date: FROM: AUGMEDIX, repairsINC. AUGMEDIX OPERATING CORPORATION The undersigned authorized officers of Augmedix, suppliesInc. and Augmedix Operating Corporation (individually and collectively, jointly and severally, “Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Lender (the “Agreement”): (1) Borrower is in complete compliance for the period ending______________ with all required covenants except as noted below; (2) there are no Events of Default; (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; (4) Borrower, and commingled goods each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.8 of the Agreement; and (5) no Liens have been levied or claims made against Borrower relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Lender. Attached are the foregoing propertyrequired documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and all additions, replacements of and substitutions for all or any part of that compliance is determined not just at the foregoing property; all insurance refunds relating to date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the foregoing property; all good will relating to the foregoing property; all records and data and embedded software relating to the foregoing property, and all equipment, inventory and software to utilize, create, maintain and process any such records and data on electronic media; and all supporting obligations relating to the foregoing property; all whether now existing or hereafter arising, whether now owned or hereafter acquired or whether now or hereafter subject to any rights meanings given them in the foregoing property; Agreement. Annual financial statement (CPA Audited) FYE within 180 days Yes No Quarterly financial statements with Compliance Certificate Quarterly within 45 days Yes No Monthly financial statements with Compliance Certificate Monthly within 40 days Yes No Board statements, reports and all products notices Within 5 days Yes No 10-Q, 10-K and proceeds (including but not limited to all insurance payments) of or relating to the foregoing property. In addition, the word "Collateral" also includes all the following, whether now owned or hereafter acquired, whether now existing or hereafter arising, and wherever located:8-K Within 5 days after filing with SEC Yes No

Appears in 1 contract

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

COLLATERAL DESCRIPTION. The word "Collateral" as used Collateral consists of all of Borrower’s right, title and interest in this Agreement means and to the following described personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles, commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, whether now existing or hereafter arisingwherever located; and all Borrower’s Books relating to the foregoing, and wherever locatedany and all claims, rights and interests in which Grantor is giving to Lender a security interest for the payment any of the Indebtedness and performance of all other obligations under the Note and this Agreement: All inventory, equipment, accounts (including but not limited to all health-care-insurance receivables), chattel paper, instruments (including but not limited to all promissory notes), letter-of-credit rights, letters of credit, documents, deposit accounts, investment property, money, other rights to payment and performance, and general intangibles (including but not limited to all software above and all payment intangibles); all oilsubstitutions for, gas and other minerals before extraction; all oiladditions, gas, other minerals and accounts constituting as-extracted collateral; all fixtures; all timber to be cut; all attachments, accessions, accessories, fittingsaccessions and improvements to and replacements, increasesproducts, toolsproceeds and insurance proceeds of any or all of the foregoing. TO: SILICON VALLEY BANK Date: FROM: GLOBAL TELECOM & TECHNOLOGY, partsINC. et al. The undersigned authorized officer of Global Telecom and Technology, repairsInc. ( a “Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (as amended, suppliesthe “Agreement”), (1) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below, (2) there are no Events of Default, (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, (4) each Borrower, and commingled goods each of its respective Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state, national and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement, and (5) no Liens have been levied or claims made against any Borrower or any of its respective Subsidiaries, if any, relating to unpaid employee payroll or benefits of which any Borrower has not previously provided written notification to Bank. Attached are the foregoing propertyrequired documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and all additions, replacements of and substitutions for all or any part of that compliance is determined not just at the foregoing property; all insurance refunds relating to date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the foregoing property; all good will relating to the foregoing property; all records and data and embedded software relating to the foregoing property, and all equipment, inventory and software to utilize, create, maintain and process any such records and data on electronic media; and all supporting obligations relating to the foregoing property; all whether now existing or hereafter arising, whether now owned or hereafter acquired or whether now or hereafter subject to any rights meanings given them in the foregoing property; and all products and proceeds (including but not limited to all insurance payments) of or relating to the foregoing property. In addition, the word "Collateral" also includes all the following, whether now owned or hereafter acquired, whether now existing or hereafter arising, and wherever located:Agreement.

Appears in 1 contract

Samples: Loan Modification Agreement (Global Telecom & Technology, Inc.)

COLLATERAL DESCRIPTION. The word "Collateral" as used Collateral consists of all of Borrower’s right, title and interest in this Agreement means and to the following described personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles, Intellectual Property, commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, whether now existing or hereafter arisingwherever located; and all Borrower’s Books relating to the foregoing, and wherever locatedany and all claims, rights and interests in which Grantor is giving any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to Lender and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, the Collateral does not include United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant, attachment, or enforcement of a security interest therein would be contrary to applicable federal law. TO: SILICON VALLEY BANK Date: FROM: APPIAN CORPORATION The undersigned authorized officer of APPIAN CORPORATION (“Borrower”) certifies that under the terms and conditions of the Subordinated Loan and Security Agreement between Borrower and Bank (the “Agreement”), (1) Borrower is in complete compliance for the payment period ending with all required covenants except as noted below, (2) there are no Events of Default, (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, (4) Borrower has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.8 of the Indebtedness Agreement, and performance (5) no Liens have been levied or claims made against Borrower, if any, relating to unpaid employee payroll or benefits of all other obligations under which Borrower has not previously provided written notification to Bank. Attached are the Note required documents supporting the certification. The undersigned certifies that such documents are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this Agreement: All inventory, equipment, accounts (including certificate is delivered. Capitalized terms used but not limited to all health-care-insurance receivables), chattel paper, instruments (including but not limited to all promissory notes), letter-of-credit rights, letters of credit, documents, deposit accounts, investment property, money, other rights to payment and performance, and general intangibles (including but not limited to all software and all payment intangibles); all oil, gas and other minerals before extraction; all oil, gas, other minerals and accounts constituting as-extracted collateral; all fixtures; all timber to be cut; all attachments, accessions, accessories, fittings, increases, tools, parts, repairs, supplies, and commingled goods relating to otherwise defined herein shall have the foregoing property, and all additions, replacements of and substitutions for all or any part meanings given them in the Agreement. Monthly Financial Statements with Compliance Certificate Monthly within 30 days after the end of the foregoing property; all insurance refunds relating to the foregoing property; all good will relating to the foregoing property; all records and data and embedded software relating to the foregoing propertymonth Yes No Annual financial statement (CPA Audited) FYE within 180 days Yes Xx 00-X, and all equipment, inventory and software to utilize, create, maintain and process any such records and data on electronic media; and all supporting obligations relating to the foregoing property; all whether now existing or hereafter arising, whether now owned or hereafter acquired or whether now or hereafter 00-X xxx 0-X (xx Xxxxxxxx is subject to any rights in Exchange Act reporting requirements) Within 5 days after filing with SEC Yes No Annual Financial Projections Earlier of (a) within 10 days of approval by board of directors and (b) January 31 Yes No Deferred Revenue Report (prepared both on a consolidated basis and with respect to Borrower alone) Monthly within 20 days after the foregoing property; end of the month unless there were no Obligations outstanding during the period commencing on the first day of such month through and all products and proceeds including the 20th day after the last day of such month Yes No 409A Valuation Report Annually or as updated Yes No Recurring Revenue Reports Monthly within 30 days after the end of the month Yes No The following Intellectual Property was registered after the Effective Date (including but not limited to all insurance payments) of or relating to the foregoing property. In additionif no registrations, the word "Collateral" also includes all the following, whether now owned or hereafter acquired, whether now existing or hereafter arising, and wherever located:state “None”)

Appears in 1 contract

Samples: Subordinated Loan and Security Agreement (Appian Corp)

COLLATERAL DESCRIPTION. The word "Collateral" as used Collateral consists of all of Borrower’s right, title and interest in this Agreement means and to the following described personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles, commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, fixtures, letter of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, whether now existing or hereafter arisingwherever located; and all Borrower’s Books relating to the foregoing, and wherever locatedany and all claims, rights and interests in which Grantor is giving to Lender a security interest for the payment any of the Indebtedness and performance of all other obligations under the Note and this Agreement: All inventory, equipment, accounts (including but not limited to all health-care-insurance receivables), chattel paper, instruments (including but not limited to all promissory notes), letter-of-credit rights, letters of credit, documents, deposit accounts, investment property, money, other rights to payment and performance, and general intangibles (including but not limited to all software above and all payment intangibles); all oilsubstitutions for, gas and other minerals before extraction; all oiladditions, gas, other minerals and accounts constituting as-extracted collateral; all fixtures; all timber to be cut; all attachments, accessions, accessories, fittingsaccessions and improvements to and replacements, increasesproducts, toolsproceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, partsthe Collateral does not include more than sixty-five percent (65%) of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter. TO: SILICON VALLEY BANK Date: FROM: STEREOTAXIS, repairsINC. and STEREOTAXIS INTERNATIONAL, suppliesINC. The undersigned authorized officer of STEREOTAXIS, INC., a Delaware corporation and STEREOTAXIS INTERNATIONAL, INC., a Delaware corporation (collectively, jointly and severally, the “Borrower”) certifies that under the terms and conditions of the Third Amended and Restated Loan and Security Agreement between Borrower and Bank (as amended, the “Agreement”), (1) Borrower is in complete compliance for the period ending with all required covenants except as noted below, (2) there are no Events of Default, (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, (4) Borrower, and commingled goods each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement, and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries, if any, relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the foregoing propertyrequired documents supporting the certification. The undersigned certifies that these are prepared in accordance with generally GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and all additionsthat compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) + XX XXX within 120 days Yes No 10-Q, replacements of 10-K and substitutions 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings, Deferred Revenue and Inventory Reports Monthly within 30 days Yes No Borrowing Base Report (and an A/R ledger agings report together with any schedules related thereto and including any other information requested by Bank with respect to Borrower’s Accounts) Monthly within 30 days and with each request for all or any part a Credit Extension Yes No Projections Annually within 30 days prior to FYE Yes No The following Intellectual Property was registered after the Effective Date (if no registrations, state “None”) * See Section 6.9(a) of the foregoing property; all insurance refunds relating Loan Agreement The following financial covenant analyses and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate. The following are the exceptions with respect to the foregoing property; all good will relating certification above: (If no exceptions exist, state “No exceptions to the foregoing property; all records and data and embedded software relating to the foregoing propertynote.”) STEREOTAXIS, and all equipmentINC. BANK USE ONLY STEREOTAXIS INTERNATIONAL, inventory and software to utilize, create, maintain and process any such records and data on electronic media; and all supporting obligations relating to the foregoing property; all whether now existing or hereafter arising, whether now owned or hereafter acquired or whether now or hereafter subject to any rights in the foregoing property; and all products and proceeds (including but not limited to all insurance payments) of or relating to the foregoing propertyINC. In addition, the word "Collateral" also includes all the following, whether now owned or hereafter acquired, whether now existing or hereafter arising, and wherever locatedReceived by: By: AUTHORIZED SIGNER Name: Date: Title: Verified: Date: Compliance Status: Yes No Dated:

Appears in 1 contract

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

COLLATERAL DESCRIPTION. The word "Collateral" as used Collateral consists of all of Borrower’s right, title and interest in this Agreement means and to the following described personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles (except as provided below), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, whether now existing or hereafter arisingwherever located; and All Borrower’s Books relating to the foregoing, and wherever locatedany and all claims, rights and interests in which Grantor any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, the Collateral does not include (a) any interest of Borrower as a lessee or sublessee under a real property lease; (b) rights held under a license that are not assignable by their terms without the consent of the licensor thereof (but only to the extent such restriction on assignment is giving to Lender enforceable under applicable law); (c) any interest of Borrower as a lessee under an Equipment lease if Borrower is prohibited by the terms of such lease from granting a security interest for in such lease or under which such an assignment or Lien would cause a default to occur under such lease; provided, however, that upon termination of such prohibition, such interest shall immediately become Collateral without any action by Borrower or Bank; (d) any Intellectual Property; provided, however, the payment Collateral shall include all Accounts and all proceeds of Intellectual Property; or (e) with respect to stock owned by Borrower of any Foreign Subsidiary, more than sixty-five percent (65.0%) of the Indebtedness presently existing and performance hereafter arising issued and outstanding shares of all capital stock owned by Borrower of such Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other obligations matter. TO: SILICON VALLEY BANK Date: FROM: ACHAOGEN, INC. The undersigned authorized officer of Achaogen, Inc. (“Borrower”) certifies, solely in his or her capacity as an officer of Borrower and not in his or her individual capacity, that under the Note terms and this Agreement: All inventory, equipment, accounts (including but not limited to all health-care-insurance receivables), chattel paper, instruments (including but not limited to all promissory notes), letter-of-credit rights, letters of credit, documents, deposit accounts, investment property, money, other rights to payment and performance, and general intangibles (including but not limited to all software and all payment intangibles); all oil, gas and other minerals before extraction; all oil, gas, other minerals and accounts constituting as-extracted collateral; all fixtures; all timber to be cut; all attachments, accessions, accessories, fittings, increases, tools, parts, repairs, supplies, and commingled goods relating to the foregoing property, and all additions, replacements of and substitutions for all or any part conditions of the foregoing property; all insurance refunds relating to Loan and Security Agreement between Borrower and Bank (the foregoing property; all good will relating to the foregoing property; all records and data and embedded software relating to the foregoing property, and all equipment, inventory and software to utilize, create, maintain and process any such records and data on electronic media; and all supporting obligations relating to the foregoing property; all whether now existing or hereafter arising, whether now owned or hereafter acquired or whether now or hereafter subject to any rights in the foregoing property; and all products and proceeds (including but not limited to all insurance payments) of or relating to the foregoing property. In addition, the word "Collateral" also includes all the following, whether now owned or hereafter acquired, whether now existing or hereafter arising, and wherever located:“Agreement”):

Appears in 1 contract

Samples: Loan and Security Agreement (Achaogen Inc)

COLLATERAL DESCRIPTION. The word "Collateral" as used Collateral consists of all of Borrower’s right, title and interest in this Agreement means and to the following described personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles, commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, whether now existing or hereafter arisingwherever located; and all Borrower’s Books relating to the foregoing, and wherever locatedany and all claims, rights and interests in which Grantor is giving to Lender a security interest for the payment any of the Indebtedness and performance of all other obligations under the Note and this Agreement: All inventory, equipment, accounts (including but not limited to all health-care-insurance receivables), chattel paper, instruments (including but not limited to all promissory notes), letter-of-credit rights, letters of credit, documents, deposit accounts, investment property, money, other rights to payment and performance, and general intangibles (including but not limited to all software above and all payment intangibles); all oilsubstitutions for, gas and other minerals before extraction; all oiladditions, gas, other minerals and accounts constituting as-extracted collateral; all fixtures; all timber to be cut; all attachments, accessions, accessories, fittingsaccessions and improvements to and replacements, increasesproducts, toolsproceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, partsthe Collateral does not include more than 65% of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter. SILICON VALLEY BANK Date: ______________________ FROM: GLOBAL TELECOM & TECHNOLOGY, repairsINC. et al. The undersigned authorized officer of Global Telecom and Technology, suppliesInc. ( a “Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (as amended, the “Agreement”), (1) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below, (2) there are no Events of Default, (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, (4) each Borrower, and commingled goods each of its respective Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state, national and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement, and (5) no Liens have been levied or claims made against any Borrower or any of its respective Subsidiaries, if any, relating to unpaid employee payroll or benefits of which any Borrower has not previously provided written notification to Bank. Attached are the foregoing propertyrequired documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and all additions, replacements of and substitutions for all or any part of that compliance is determined not just at the foregoing property; all insurance refunds relating to date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the foregoing property; all good will relating to the foregoing property; all records and data and embedded software relating to the foregoing property, and all equipment, inventory and software to utilize, create, maintain and process any such records and data on electronic media; and all supporting obligations relating to the foregoing property; all whether now existing or hereafter arising, whether now owned or hereafter acquired or whether now or hereafter subject to any rights meanings given them in the foregoing property; and all products and proceeds (including but not limited to all insurance payments) of or relating to the foregoing property. In addition, the word "Collateral" also includes all the following, whether now owned or hereafter acquired, whether now existing or hereafter arising, and wherever located:Agreement.

Appears in 1 contract

Samples: Loan and Security Agreement (Global Telecom & Technology, Inc.)

COLLATERAL DESCRIPTION. The word "Collateral" as used Collateral consists of all of Borrower’s right, title and interest in this Agreement means and to the following described personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles, commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, whether now existing or hereafter arisingwherever located; and all of Borrower’s Books relating to the foregoing, and wherever locatedany and all claims, rights and interests in which Grantor is giving to Lender a security interest for the payment any of the Indebtedness and performance of all other obligations under the Note and this Agreement: All inventory, equipment, accounts (including but not limited to all health-care-insurance receivables), chattel paper, instruments (including but not limited to all promissory notes), letter-of-credit rights, letters of credit, documents, deposit accounts, investment property, money, other rights to payment and performance, and general intangibles (including but not limited to all software above and all payment intangibles); all oilsubstitutions for, gas and other minerals before extraction; all oiladditions, gas, other minerals and accounts constituting as-extracted collateral; all fixtures; all timber to be cut; all attachments, accessions, accessories, fittingsaccessions and improvements to and replacements, increasesproducts, toolsproceeds and insurance proceeds of any or all of the foregoing. TO: SILICON VALLEY BANK, partsAS AGENT Date: FROM: TELECOMMUNICATION SYSTEMS, repairsINC. LONGHORN ACQUISITION, suppliesLLC SOLVERN INNOVATIONS, INC. QUASAR ACQUISITION, LLC NETWORKS IN MOTION, INC. The undersigned authorized officer of each of TELECOMMUNICATION SYSTEMS, INC., LONGHORN ACQUISITION, LLC, SOLVERN INNOVATIONS, INC., QUASAR ACQUISITION, LLC and NETWORKS IN MOTION, INC. (jointly and severally, individually and collectively, the “Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement, dated as of December 31, 2009, among Borrower, Lenders and Agent (the “Agreement”), (1) Borrower is in complete compliance for the period ending _________ with all required covenants except as noted below, (2) there are no Events of Default, (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, (4) Borrower, and commingled goods each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement, and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries, if any, relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Agent. Attached are the foregoing propertyrequired documents supporting the certification. The undersigned certifies that these are prepared in accordance with generally GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and all additions, replacements of and substitutions for all or any part of that compliance is determined not just at the foregoing property; all insurance refunds relating to date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the foregoing property; all good will relating to the foregoing property; all records and data and embedded software relating to the foregoing property, and all equipment, inventory and software to utilize, create, maintain and process any such records and data on electronic media; and all supporting obligations relating to the foregoing property; all whether now existing or hereafter arising, whether now owned or hereafter acquired or whether now or hereafter subject to any rights meanings given them in the foregoing property; Agreement. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Quarterly consolidated and all products consolidating financial statements (management prepared) Quarterly within 45 days Yes No Annual financial statement (CPA Audited) + XX XXX within 120 days Yes No A/R & A/P Agings Monthly within 15 days Yes No Projections 60 days prior to FYE and proceeds as amended Yes No Transaction Reports Weekly (including but not limited to all insurance paymentsmonthly within 30 days if no Event of Default) of or relating to and with each request for a Credit Extension Yes No The following Intellectual Property was registered after the foregoing property. In additionEffective Date (if no registrations, state “None”) The following Collateral Accounts were established after the word "Collateral" also includes all the followingEffective Date (if no such Collateral Accounts, whether now owned or hereafter acquired, whether now existing or hereafter arising, and wherever located:state “None”):

Appears in 1 contract

Samples: Loan and Security Agreement (Telecommunication Systems Inc /Fa/)

COLLATERAL DESCRIPTION. The word "Collateral" as used Collateral consists of all of Borrower’s right, title and interest in this Agreement means and to the following described personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles, commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, whether now existing or hereafter arisingwherever located; and all Borrower’s Books relating to the foregoing, and wherever locatedany and all claims, rights and interests in which Grantor is giving to Lender a security interest for the payment any of the Indebtedness and performance of all other obligations under the Note and this Agreement: All inventory, equipment, accounts (including but not limited to all health-care-insurance receivables), chattel paper, instruments (including but not limited to all promissory notes), letter-of-credit rights, letters of credit, documents, deposit accounts, investment property, money, other rights to payment and performance, and general intangibles (including but not limited to all software above and all payment intangibles); all oilsubstitutions for, gas and other minerals before extraction; all oiladditions, gas, other minerals and accounts constituting as-extracted collateral; all fixtures; all timber to be cut; all attachments, accessions, accessories, fittingsaccessions and improvements to and replacements, increasesproducts, toolsproceeds and insurance proceeds of any or all of the foregoing. TO: SILICON VALLEY BANK Date: FROM: AUXILIUM PHARMACEUTICALS, partsINC. AUXILIUM INTERNATIONAL HOLDINGS, repairsINC. AUXILIUM US HOLDINGS, suppliesLLC The undersigned authorized officer of Auxilium Pharmaceuticals, Inc., Auxilium International Holdings, Inc. and Auxilium US Holdings, LLC (individually and collectively, jointly and severally, the “Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”), (1) Borrower is in complete compliance for the period ending with all required covenants except as noted below, (2) there are no Events of Default, (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, (4) Borrower, and commingled goods each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement, and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries, if any, relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the foregoing propertyrequired documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and all additions, replacements of that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly financial statements with Compliance Certificate Monthly within 30 days/ quarterly within 45 days during Streamline Reporting Period Yes No Annual financial statement (CPA Audited) + XX XXX within 150 days Yes No A/R & A/P Agings; deferred revenue reports and substitutions for all or any part of the foregoing property; all insurance refunds relating general ledger Monthly within 30 days/ waived during Streamline Reporting Period Yes No Borrowing Base Certificate Monthly within 30 days when Net Liquidity is < $20,000,000 Yes No Transaction Reports Weekly when Net Liquidity is < $7,500,000 Yes No Projections 30 days prior to the foregoing property; all good will relating to the foregoing property; all records and data and embedded software relating to the foregoing propertyFYE, and all equipmentas amended Yes No Sell-through reports Monthly within 30 days during Stage 2 and as requested by Bank Yes No The following Intellectual Property was registered after the Effective Date (if no registrations, inventory and software to utilize, create, maintain and process any such records and data on electronic media; and all supporting obligations relating to the foregoing property; all whether now existing or hereafter arising, whether now owned or hereafter acquired or whether now or hereafter subject to any rights in the foregoing property; and all products and proceeds (including but not limited to all insurance payments) of or relating to the foregoing property. In addition, the word "Collateral" also includes all the following, whether now owned or hereafter acquired, whether now existing or hereafter arising, and wherever located:state “None”)

Appears in 1 contract

Samples: Loan and Security Agreement (Auxilium Pharmaceuticals Inc)

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COLLATERAL DESCRIPTION. The word "Collateral" as used Collateral consists of all of Borrower’s right, title and interest in this Agreement means and to the following described personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles (except as provided below), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, whether now existing or hereafter arisingwherever located; and All Borrower’s Books relating to the foregoing, and wherever locatedany and all claims, rights and interests in which Grantor any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, the Collateral does not include (a) any interest of Borrower as a lessee or sublessee under a real property lease; (b) rights held under a license that are not assignable by their terms without the consent of the licensor thereof (but only to the extent such restriction on assignment is giving to Lender enforceable under applicable law); (c) any interest of Borrower as a lessee under an Equipment lease if Borrower is prohibited by the terms of such lease from granting a security interest for the payment in such lease or under which such an assignment or Lien would cause a default to occur under such lease; provided, however, that, upon termination of such prohibition, such interest shall immediately become Collateral without any action by Borrower or Bank; (d) more than sixty-five percent (65%) of the Indebtedness presently existing and performance hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary, which shares entitle the holder thereof to vote for directors or any other matter; or (e) from and after the IP Release Date (if applicable), any Intellectual Property; provided, however, the Collateral shall include all other obligations under the Note Accounts and this Agreement: All inventory, equipment, accounts all proceeds of Intellectual Property. If a judicial authority (including but not limited a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to all health-care-insurance receivableshave a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Bank’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property. THIS THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into this 9th day of September, 2020, by and among SILICON VALLEY BANK, a California corporation (“Bank”), chattel paperEARGO, instruments INC., a Delaware corporation (including but not limited to all promissory notes“Eargo”), letter-of-credit rightsand EARGO HEARING, letters of creditINC., documents, deposit accounts, investment property, money, other rights to payment and performancea California corporation (“Eargo Hearing”, and general intangibles (including but not limited to all software together with Eargo, individually and all payment intangiblescollectively, “Borrower”); all oil, gas and other minerals before extraction; all oil, gas, other minerals and accounts constituting as-extracted collateral; all fixtures; all timber to be cut; all attachments, accessions, accessories, fittings, increases, tools, parts, repairs, supplies, and commingled goods relating to the foregoing property, and all additions, replacements of and substitutions for all or any part of the foregoing property; all insurance refunds relating to the foregoing property; all good will relating to the foregoing property; all records and data and embedded software relating to the foregoing property, and all equipment, inventory and software to utilize, create, maintain and process any such records and data on electronic media; and all supporting obligations relating to the foregoing property; all whether now existing or hereafter arising, whether now owned or hereafter acquired or whether now or hereafter subject to any rights in the foregoing property; and all products and proceeds (including but not limited to all insurance payments) of or relating to the foregoing property. In addition, the word "Collateral" also includes all the following, whether now owned or hereafter acquired, whether now existing or hereafter arising, and wherever located:.

Appears in 1 contract

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

COLLATERAL DESCRIPTION. The word "Collateral" as used Collateral consists of all of Borrower’s right, title and interest in this Agreement means and to the following described personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles (except as provided below), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, whether now existing or hereafter arisingwherever located; and all Borrower’s Books relating to the foregoing, and wherever locatedany and all claims, rights and interests in which Grantor any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, the Collateral does not include (i) any rights held under a license that are not assignable by their terms without the consent of the licensor thereof (but only to the extent such restriction on assignment is giving to Lender enforceable under applicable law), (ii) any interest of Borrower as a lessee or sublessee under a real property lease, (iii) any interest of Borrower as a lessee under an Equipment lease if Borrower is prohibited by the terms of such lease from granting a security interest for the payment in such lease or under which such an assignment or Lien would cause a default to occur under such lease; provided, however, that upon termination of such prohibition, such interest shall immediately become Collateral without any action by Borrower or Bank, (iv) with respect to stock in Foreign Subsidiaries, more than sixty-five percent (65.0%) of the Indebtedness presently existing and performance hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter, or (v) any Intellectual Property; provided, however, the Collateral shall include all other obligations under the Note Accounts and this Agreement: All inventory, equipment, accounts all proceeds of Intellectual Property. If a judicial authority (including but not limited a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to all health-care-insurance receivables)have a security interest in such Accounts and such property that are proceeds of Intellectual Property, chattel paper, instruments (including but not limited to all promissory notes), letter-of-credit rights, letters of credit, documents, deposit accounts, investment property, money, other rights to payment and performancethen the Collateral shall automatically, and general intangibles (including but not limited to all software and all payment intangibles); all oileffective as of the Effective Date, gas and other minerals before extraction; all oil, gas, other minerals and accounts constituting as-extracted collateral; all fixtures; all timber to be cut; all attachments, accessions, accessories, fittings, increases, tools, parts, repairs, supplies, and commingled goods relating include the Intellectual Property to the foregoing property, extent necessary to permit perfection of Bank’s security interest in such Accounts and all additions, replacements such other property of and substitutions for all or any part Borrower that are proceeds of the foregoing property; all insurance refunds relating to the foregoing property; all good will relating to the foregoing property; all records and data and embedded software relating to the foregoing property, and all equipment, inventory and software to utilize, create, maintain and process any such records and data on electronic media; and all supporting obligations relating to the foregoing property; all whether now existing or hereafter arising, whether now owned or hereafter acquired or whether now or hereafter subject to any rights in the foregoing property; and all products and proceeds (including but not limited to all insurance payments) of or relating to the foregoing property. In addition, the word "Collateral" also includes all the following, whether now owned or hereafter acquired, whether now existing or hereafter arising, and wherever located:Intellectual Property.

Appears in 1 contract

Samples: Loan and Security Agreement (Sentinel Labs, Inc.)

COLLATERAL DESCRIPTION. The word "Collateral" as used Collateral consists of all of Borrower’s right, title and interest in this Agreement means and to the following described personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles, commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, whether now existing or hereafter arisingwherever located; and all Borrower’s Books relating to the foregoing, and wherever locatedany and all claims, rights and interests in which Grantor is giving to Lender a security interest for the payment any of the Indebtedness and performance of all other obligations under the Note and this Agreement: All inventory, equipment, accounts (including but not limited to all health-care-insurance receivables), chattel paper, instruments (including but not limited to all promissory notes), letter-of-credit rights, letters of credit, documents, deposit accounts, investment property, money, other rights to payment and performance, and general intangibles (including but not limited to all software above and all payment intangibles); all oilsubstitutions for, gas and other minerals before extraction; all oiladditions, gas, other minerals and accounts constituting as-extracted collateral; all fixtures; all timber to be cut; all attachments, accessions, accessories, fittingsaccessions and improvements to and replacements, increasesproducts, toolsproceeds and insurance proceeds of any or all of the foregoing. TO: BIA DIGITAL PARTNERS, partsAS AGENT TO: EACH PURCHASER PARTY TO THE NOTE PURCHASE AGREEMENT Date: ________________________________ FROM: GLOBAL TELECOM & TECHNOLOGY, repairsINC. et al. The undersigned authorized officer of Global Telecom and Technology, suppliesInc. ( a “Borrower”) certifies that under the terms and conditions of the Amended and Restated Note Purchase Agreement between Borrower, Agent and the financial institutions from time to time party thereto as Purchasers (the “Agreement”), (1) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below, (2) there are no Events of Default, (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, (4) each Borrower, and commingled goods each of its respective Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state, national and local Taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement, and (5) no Liens have been levied or claims made against any Borrower or any of its respective Subsidiaries, if any, relating to unpaid employee payroll or benefits of which any Borrower has not previously provided written notification to Purchasers. Attached are the foregoing propertyrequired documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and all additions, replacements of and substitutions for all or any part of that compliance is determined not just at the foregoing property; all insurance refunds relating to date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the foregoing property; all good will relating to the foregoing property; all records and data and embedded software relating to the foregoing property, and all equipment, inventory and software to utilize, create, maintain and process any such records and data on electronic media; and all supporting obligations relating to the foregoing property; all whether now existing or hereafter arising, whether now owned or hereafter acquired or whether now or hereafter subject to any rights meanings given them in the foregoing property; and all products and proceeds (including but not limited to all insurance payments) of or relating to the foregoing property. In addition, the word "Collateral" also includes all the following, whether now owned or hereafter acquired, whether now existing or hereafter arising, and wherever located:Agreement.

Appears in 1 contract

Samples: Note Purchase Agreement (Global Telecom & Technology, Inc.)

COLLATERAL DESCRIPTION. The word "Collateral" as used Collateral consists of all of Borrower’s right, title and interest in this Agreement means and to the following described personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles, commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, whether now existing or hereafter arisingwherever located; and all Borrower’s Books relating to the foregoing, and wherever locatedany and all claims, rights and interests in which Grantor is giving to Lender a security interest for the payment any of the Indebtedness and performance of all other obligations under the Note and this Agreement: All inventory, equipment, accounts (including but not limited to all health-care-insurance receivables), chattel paper, instruments (including but not limited to all promissory notes), letter-of-credit rights, letters of credit, documents, deposit accounts, investment property, money, other rights to payment and performance, and general intangibles (including but not limited to all software above and all payment intangibles); all oilsubstitutions for, gas and other minerals before extraction; all oiladditions, gas, other minerals and accounts constituting as-extracted collateral; all fixtures; all timber to be cut; all attachments, accessions, accessories, fittingsaccessions and improvements to and replacements, increasesproducts, toolsproceeds and insurance proceeds of any or all of the foregoing. TO: SILICON VALLEY BANK Date: FROM: WIRELESS RONIN TECHNOLOGIES, partsINC The undersigned authorized officer of Wireless Ronin Technologies, repairsInc. (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”), supplies(1) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below, (2) there are no Events of Default, (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, (4) Borrower, and commingled goods each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement, and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries, if any, relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the foregoing propertyrequired documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and all additionsthat compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) + XX XXX within 120 days Yes No 10-Q, replacements of 10-K and substitutions 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings, Inventory reports, Deferred Revenue reports and general ledger Weekly (Monthly within 15 days during a Streamline Period) Yes No Transaction Reports Weekly (Monthly within 15 days during a Streamline Period) and with each request for all or any part a Credit Extension Yes No Projections 30 days prior to FYE, and as amended Yes No The following Intellectual Property was registered after the Effective Date (if no registrations, state “None”) ____________________________________________________________________________ *See Section 6.9(a) The following financial covenant analyses and information set forth in Schedule 1 attached hereto are true and accurate as of the foregoing property; all insurance refunds relating date of this Certificate. The following are the exceptions with respect to the foregoing property; all good will relating certification above: (If no exceptions exist, state “No exceptions to the foregoing property; all records and data and embedded software relating to the foregoing propertynote.”) -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- Wireless Ronin Technologies, and all equipment, inventory and software to utilize, create, maintain and process any such records and data on electronic media; and all supporting obligations relating to the foregoing property; all whether now existing or hereafter arising, whether now owned or hereafter acquired or whether now or hereafter subject to any rights in the foregoing property; and all products and proceeds (including but not limited to all insurance payments) of or relating to the foregoing property. In addition, the word "Collateral" also includes all the following, whether now owned or hereafter acquired, whether now existing or hereafter arising, and wherever located:Inc. By: Name: Title: BANK USE ONLY Received by: _____________________ authorized signer Date: _________________________ Verified: ________________________ authorized signer Date: _________________________ Compliance Status: Yes No

Appears in 1 contract

Samples: Loan and Security Agreement (Wireless Ronin Technologies Inc)

COLLATERAL DESCRIPTION. The word "Collateral" as used Collateral consists of all of Borrower’s right, title and interest in this Agreement means and to the following described personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles, commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, whether now existing or hereafter arisingwherever located; and all Borrower’s Books relating to the foregoing, and wherever locatedany and all claims, rights and interests in which Grantor is giving to Lender a security interest for the payment any of the Indebtedness and performance of all other obligations under the Note and this Agreement: All inventory, equipment, accounts (including but not limited to all health-care-insurance receivables), chattel paper, instruments (including but not limited to all promissory notes), letter-of-credit rights, letters of credit, documents, deposit accounts, investment property, money, other rights to payment and performance, and general intangibles (including but not limited to all software above and all payment intangibles); all oilsubstitutions for, gas and other minerals before extraction; all oiladditions, gas, other minerals and accounts constituting as-extracted collateral; all fixtures; all timber to be cut; all attachments, accessions, accessories, fittingsaccessions and improvements to and replacements, increasesproducts, toolsproceeds and insurance proceeds of any or all of the foregoing. TO: SILICON VALLEY BANK Date: FROM: GLOBAL TELECOM & TECHNOLOGY, partsINC. et al. The undersigned authorized officer of Global Telecom and Technology, repairsInc. ( a “Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”), supplies(1) Borrower is in complete compliance for the period ending with all required covenants except as noted below, (2) there are no Events of Default, (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, (4) each Borrower, and commingled goods each of its respective Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state, national and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement, and (5) no Liens have been levied or claims made against any Borrower or any of its respective Subsidiaries, if any, relating to unpaid employee payroll or benefits of which any Borrower has not previously provided written notification to Bank. Attached are the foregoing propertyrequired documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and all additionsthat compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) + XX XXX within 150 days Yes No A/R & A/P Agings, replacements of Deferred Revenue report Monthly within 15 days Yes No Transaction Reports Monthly within 20 days and substitutions with each request for all a Credit Extension Yes No Projections FYE within 45 days and as amended or any part updated Yes No The following Intellectual Property was registered and/or the following Governmental Approvals were obtained after the Effective Date (if no registrations or approvals, state “None”) The following financial covenant analyses and information set forth in Schedule 1 attached hereto are true and accurate as of the foregoing property; all insurance refunds relating date of this Certificate. The following are the exceptions with respect to the foregoing property; all good will relating certification above: (If no exceptions exist, state “No exceptions to the foregoing property; all records and data and embedded software relating to the foregoing propertynote.”) GLOBAL TELECOM & TECHNOLOGY, and all equipment, inventory and software to utilize, create, maintain and process any such records and data on electronic media; and all supporting obligations relating to the foregoing property; all whether now existing or hereafter arising, whether now owned or hereafter acquired or whether now or hereafter subject to any rights in the foregoing property; and all products and proceeds (including but not limited to all insurance payments) of or relating to the foregoing propertyINC. In addition, the word "Collateral" also includes all the following, whether now owned or hereafter acquired, whether now existing or hereafter arising, and wherever located:et al. BANK USE ONLY By: Received by: Name: authorized signer Title: Date: Verified: Date: Compliance Status: Yes No

Appears in 1 contract

Samples: Loan and Security Agreement (Global Telecom & Technology, Inc.)

COLLATERAL DESCRIPTION. The word "Collateral" as used Collateral consists of all of each Borrower’s right, title and interest in this Agreement means and to the following described personal property wherever located, whether now owned or existing or hereafter acquired, created or arising: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles (including all Intellectual Property), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, whether now existing or hereafter arisingwherever located; and all such Borrower’s Books relating to the foregoing, and wherever locatedany and all claims, rights and interests in which Grantor is giving to Lender a security interest for the payment any of the Indebtedness and performance of all other obligations under the Note and this Agreement: All inventory, equipment, accounts (including but not limited to all health-care-insurance receivables), chattel paper, instruments (including but not limited to all promissory notes), letter-of-credit rights, letters of credit, documents, deposit accounts, investment property, money, other rights to payment and performance, and general intangibles (including but not limited to all software above and all payment intangibles); all oilsubstitutions for, gas and other minerals before extraction; all oiladditions, gas, other minerals and accounts constituting as-extracted collateral; all fixtures; all timber to be cut; all attachments, accessions, accessories, fittingsaccessions and improvements to and replacements, increasesproducts, toolsproceeds (both cash and non-cash) and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, partsthe Collateral does not include more than sixty-five percent (65%) of the total combined voting power of all classes of stock entitled to vote the shares of capital stock (the “Shares”) of any Foreign Subsidiary in existence as of June __, repairs2022. Pursuant to the terms of a certain negative pledge arrangement with Agent and the Lenders, suppliesBxxxxxxx has agreed not to encumber any of its Intellectual Property. RUNWAY GROWTH FINANCE CORP. Date: Legal Reporting 200 X Xxxxxxxx Xxx, Xxxxx 0000 Chicago, IL 60601 Email: lxxxxxxxxxxxxx@xxxxxxxxxxxx.xxx; Reference is made to that certain Loan and Security Agreement, dated June __, 2022 (as amended, restated, supplemented or otherwise modified, from time to time, the “Agreement”), among EBR SYSTEMS, INC., a Delaware corporation (“Borrower Representative”), and commingled goods relating each Person party thereto as a borrower from time to time, the lenders from time to time party thereto (collectively, “Lenders”), and RUNWAY GROWTH FINANCE CORP., a Maryland corporation, as administrative agent and collateral agent for Lenders (in such capacity, “Agent”). Capitalized terms have meanings as defined in the Agreement. Borrower Representative hereby requests a Loan in the amount of $[ ] on [ ] (the “Funding Date”) pursuant to the foregoing propertyAgreement, and all additions, replacements of and substitutions for all or any part of the foregoing property; all insurance refunds relating to the foregoing property; all good will relating to the foregoing property; all records and data and embedded software relating to the foregoing property, and all equipment, inventory and software to utilize, create, maintain and process any such records and data on electronic media; and all supporting obligations relating to the foregoing property; all whether now existing or hereafter arising, whether now owned or hereafter acquired or whether now or hereafter subject to any rights in the foregoing property; and all products and proceeds (including but not limited to all insurance payments) of or relating to the foregoing property. In addition, the word "Collateral" also includes all the following, whether now owned or hereafter acquired, whether now existing or hereafter arising, and wherever locatedauthorizes Agent to:

Appears in 1 contract

Samples: Loan and Security Agreement (EBR Systems, Inc.)

COLLATERAL DESCRIPTION. The word "Collateral" as used Collateral consists of all of Borrower’s right, title and interest in this Agreement means and to the following described personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles, Intellectual Property, commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, whether now existing or hereafter arisingwherever located; and all Borrower’s Books relating to the foregoing, and wherever locatedany and all claims, rights and interests in which Grantor is giving to Lender a security interest for the payment any of the Indebtedness and performance of all other obligations under the Note and this Agreement: All inventory, equipment, accounts (including but not limited to all health-care-insurance receivables), chattel paper, instruments (including but not limited to all promissory notes), letter-of-credit rights, letters of credit, documents, deposit accounts, investment property, money, other rights to payment and performance, and general intangibles (including but not limited to all software above and all payment intangibles); all oilsubstitutions for, gas and other minerals before extraction; all oiladditions, gas, other minerals and accounts constituting as-extracted collateral; all fixtures; all timber to be cut; all attachments, accessions, accessories, fittingsaccessions and improvements to and replacements, increasesproducts, toolsproceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, partsthe Collateral does not include any of the following: (a) more than sixty-five percent (65%) of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter, repairs(b) any security deposits provided to landlords in the ordinary course of business, supplies(c) the CD Accounts, or (c) motor vehicles. TO: SILICON VALLEY BANK Date: FROM: CANCER GENETICS, INC. AND GENTRIS, LLC The undersigned authorized officer of CANCER GENETICS, INC. AND GENTRIS, LLC (“Borrower”) certifies that under the terms and conditions of the Amended and Restated Loan and Security Agreement between Borrower and Bank (the “Agreement”), (1) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below, (2) there are no Events of Default, (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, (4) Borrower, and commingled goods each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement, and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries, if any, relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the foregoing propertyrequired documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and all additions, replacements of and substitutions for all or any part of that compliance is determined not just at the foregoing property; all insurance refunds relating to date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the foregoing property; all good will relating to the foregoing property; all records and data and embedded software relating to the foregoing property, and all equipment, inventory and software to utilize, create, maintain and process any such records and data on electronic media; and all supporting obligations relating to the foregoing property; all whether now existing or hereafter arising, whether now owned or hereafter acquired or whether now or hereafter subject to any rights meanings given them in the foregoing property; and all products and proceeds (including but not limited to all insurance payments) of or relating to the foregoing property. In addition, the word "Collateral" also includes all the following, whether now owned or hereafter acquired, whether now existing or hereafter arising, and wherever located:Agreement.

Appears in 1 contract

Samples: Loan and Security Agreement (Cancer Genetics, Inc)

COLLATERAL DESCRIPTION. The word "Collateral" as used in this Agreement means the following described property, whether now owned or hereafter acquired, whether now existing or hereafter arising, and wherever located, in which Grantor is giving to Lender a security interest for the payment of the Indebtedness and performance of all other obligations under the Note and this Agreement: All inventory, equipment, accounts (including but not limited to all health-care-insurance receivables), chattel paper, instruments (including but not limited to all promissory notes), letter-of-credit rights, letters of credit, documents, deposit accounts, investment property, money, other rights to payment and performance, and general intangibles (including but not limited to all software and all payment intangibles); all oil, gas and other minerals before extraction; all oil, gas, other minerals and accounts constituting as-extracted collateral; all fixtures; all timber to be cut; all attachments, accessions, accessories, fittings, increases, tools, parts, repairs, supplies, and commingled goods relating to the foregoing property, and all additions, . replacements of and substitutions for all or any part of the foregoing property; all insurance refunds relating to the foregoing property; all good will relating to the foregoing property; all records and data and embedded software relating to the foregoing property, and all equipment, inventory and software to utilize, create, maintain and process any such records and data on electronic media; and all supporting obligations relating to the foregoing property; all whether now existing or hereafter arising, whether now owned or hereafter acquired or whether now or hereafter subject to any rights in the foregoing property; and all products and proceeds (including but not limited to all insurance payments) of or relating to the foregoing property. Exclusive Patent License Agreement dated June 17, 2009 by and between M & R Development Inc., formerly known as American Power Group, Inc. and American Power Group Corporation, formerly known as XxxxxXxx Technologies, Inc. In addition, the word "Collateral" also includes all the following, whether now owned or hereafter acquired, whether now existing or hereafter arising, and wherever located:

Appears in 1 contract

Samples: Commercial Security Agreement (AMERICAN POWER GROUP Corp)

COLLATERAL DESCRIPTION. The word "Collateral" as used Collateral consists of all of Borrower’s right, title and interest in this Agreement means and to the following described personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles (except as provided below), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, whether now existing or hereafter arisingwherever located; and all Borrower’s Books relating to the foregoing, and wherever locatedany and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, the Collateral does not include (a) more than 65% of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which Grantor shares entitle the holder thereof to vote for directors or any other matter; (b) any interest of Borrower as a lessee or sublessee under a real property lease; (c) rights held under a license or other agreement that are not assignable by their terms without the consent of the licensor thereof (but only to the extent such restriction on assignment is giving to Lender enforceable under applicable law); (d) any interest of Borrower as a lessee under an Equipment lease if Borrower is prohibited by the terms of such lease from granting a security interest for in such lease or under which such an assignment or Lien would cause a default to occur under such lease (but only to the payment extent that such restriction on granting a security interest is enforceable under applicable law); provided, however, that upon termination of such prohibition, such interest shall immediately become Collateral without any action by Borrower or Collateral Agent; or (e) any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Indebtedness and performance of all other obligations under Effective Date, include the Note and this Agreement: All inventory, equipment, accounts (including but not limited to all health-care-insurance receivables), chattel paper, instruments (including but not limited to all promissory notes), letter-of-credit rights, letters of credit, documents, deposit accounts, investment property, money, other rights to payment and performance, and general intangibles (including but not limited to all software and all payment intangibles); all oil, gas and other minerals before extraction; all oil, gas, other minerals and accounts constituting as-extracted collateral; all fixtures; all timber to be cut; all attachments, accessions, accessories, fittings, increases, tools, parts, repairs, supplies, and commingled goods relating Intellectual Property to the foregoing property, extent necessary to permit perfection of Collateral Agent’s security interest in such Accounts and all additions, replacements such other property of and substitutions for all or any part Borrower that are proceeds of the foregoing property; all insurance refunds relating Intellectual Property. Pursuant to the foregoing property; all good will relating terms of a certain negative pledge arrangement with Collateral Agent and the Lenders, Borrower has agreed not to encumber any of its Intellectual Property. BORROWER: IGNYTA, INC. DATE: , 2016 LENDERS: SILICON VALLEY BANK, as Collateral Agent and Lender OXFORD FINANCE LLC, as Lender I hereby certify as follows, solely in my capacity as an officer of Borrower and not in my individual capacity, as of the foregoing property; all records and data and embedded software relating to the foregoing property, and all equipment, inventory and software to utilize, create, maintain and process any such records and data on electronic media; and all supporting obligations relating to the foregoing property; all whether now existing or hereafter arising, whether now owned or hereafter acquired or whether now or hereafter subject to any rights in the foregoing property; and all products and proceeds (including but not limited to all insurance payments) of or relating to the foregoing property. In addition, the word "Collateral" also includes all the following, whether now owned or hereafter acquired, whether now existing or hereafter arising, and wherever locateddate set forth above:

Appears in 1 contract

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

COLLATERAL DESCRIPTION. The word "Collateral" as used Collateral consists of all of each Credit Party’s right, title and interest in this Agreement means and to the following described personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles (except as provided below), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, whether now existing or hereafter arisingwherever located; and All Books relating to the foregoing, and wherever locatedany and all claims, rights and interests in which Grantor is giving to Lender a security interest for the payment any of the Indebtedness and performance of all other obligations under the Note and this Agreement: All inventory, equipment, accounts (including but not limited to all health-care-insurance receivables), chattel paper, instruments (including but not limited to all promissory notes), letter-of-credit rights, letters of credit, documents, deposit accounts, investment property, money, other rights to payment and performance, and general intangibles (including but not limited to all software above and all payment intangibles); all oilsubstitutions for, gas and other minerals before extraction; all oiladditions, gas, other minerals and accounts constituting as-extracted collateral; all fixtures; all timber to be cut; all attachments, accessions, accessories, fittingsaccessions and improvements to and replacements, increasesproducts, toolsproceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, partsthe Collateral shall not include any “intent-to-use” trademarks at all times prior to the first use thereof, repairswhether by the actual use thereof in commerce, suppliesthe recording of a statement of use with the United States Patent and Trademark Office or otherwise. Fax To: Date: April 1, 2010 Horizon Pharma USA, Inc. and (“Borrowers”) Nitec Pharma AG From Account # n/a To Account # n/a Principal $ n/a and/or Interest $ n/a Authorized Signature: Phone Number: Print Name/Title: 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 # See attached Flow of Funds Memorandum To Account # See attached Flow of Funds Memorandum Amount of Advance $ $7,000,000 All Borrowers’ 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: Horizon Pharma USA, Inc. By: /s/ Xxxxxxx X. Xxxxxxx Its: Nitec Pharma AG By: /s/ Xxxxxx Xxxxxxxxxx /s/ Xxxxxx Xxxxxx Its: CEO Xxxxxx Xxxxxx EVP Complete only if all or a portion of funds from the loan advance above is to be wired. Deadline for same day processing is noon, Eastern Time Beneficiary Name: See attached Flow of Funds Memorandum Amount of Wire: $ Beneficiary Bank: Account Number: City and State: Beneficiary Bank Transit (ABA) #: Beneficiary Bank Code (Swift, Sort, Chip, etc.): Intermediary Bank: Transit (ABA) #: For Further Credit to: Special Instruction: Authorized Signature: Horizon Pharma USA, Inc. Authorized Signature: Nitec Pharma AG By: /s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxxxx Xxxxxxxxxx Print Name/Title: CEO Print Name/Title: XXXXXX XXXXXXXXXX Telephone #: 000 000 0000 Telephone #: +0000 000 0000 /s/ Xxxxxx Xxxxxx Xxxxxx Xxxxxx EVP TO: KREOS CAPITAL III (UK) LIMITED Date: FROM: HORIZON PHARMA, INC. The undersigned authorized officer of Horizon Pharma, Inc., a Delaware corporation (“Guarantor”), certifies on behalf of Guarantor and Horizon Pharma USA, Inc., a Delaware corporation (“Horizon”) and Nitec Pharma AG, a company formed under the laws of Switzerland (“Nitec” and together with Horizon, “Borrowers”), that under the terms and conditions of the Loan and Security Agreement among Guarantor, Borrowers, Kreos Capital III (UK) Limited, as administrative agent (“Administrative Agent”), and commingled goods relating the Lenders party thereto from time to time (the foregoing property, and all additions, replacements of and substitutions for all or any part of the foregoing property; all insurance refunds relating to the foregoing property; all good will relating to the foregoing property; all records and data and embedded software relating to the foregoing property, and all equipment, inventory and software to utilize, create, maintain and process any such records and data on electronic media; and all supporting obligations relating to the foregoing property; all whether now existing or hereafter arising, whether now owned or hereafter acquired or whether now or hereafter subject to any rights in the foregoing property; and all products and proceeds (including but not limited to all insurance payments) of or relating to the foregoing property. In addition, the word "Collateral" also includes all the following, whether now owned or hereafter acquired, whether now existing or hereafter arising, and wherever located:“Agreement”):

Appears in 1 contract

Samples: Loan and Security Agreement (Horizon Pharma, Inc.)

COLLATERAL DESCRIPTION. The word "Collateral" as used Collateral consists of all of Borrower’s right, title and interest in this Agreement means and to the following described personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles, commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, whether now existing or hereafter arisingwherever located; and all Borrower’s Books relating to the foregoing, and wherever locatedany and all claims, rights and interests in which Grantor is giving to Lender a security interest for the payment any of the Indebtedness and performance of all other obligations under the Note and this Agreement: All inventory, equipment, accounts (including but not limited to all health-care-insurance receivables), chattel paper, instruments (including but not limited to all promissory notes), letter-of-credit rights, letters of credit, documents, deposit accounts, investment property, money, other rights to payment and performance, and general intangibles (including but not limited to all software above and all payment intangibles); all oilsubstitutions for, gas and other minerals before extraction; all oiladditions, gas, other minerals and accounts constituting as-extracted collateral; all fixtures; all timber to be cut; all attachments, accessions, accessories, fittingsaccessions and improvements to and replacements, increasesproducts, toolsproceeds and insurance proceeds of any or all of the foregoing. TO: SILICON VALLEY BANK Date: __________________________ FROM: GTT-EMEA, partsLTD. et al. The undersigned authorized officer of GTT-EMEA, repairsLTD. (a “Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”), supplies(1) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below, (2) there are no Events of Default, (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, (4) each Borrower, and commingled goods each of its respective Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state, national and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement, and (5) no Liens have been levied or claims made against any Borrower or any of its respective Subsidiaries, if any, relating to unpaid employee payroll or benefits of which any Borrower has not previously provided written notification to Bank. Attached are the foregoing propertyrequired documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and all additionsthat compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly consolidated unaudited financial statements of EMEA and its direct and indirect Subsidiaries with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) + XX XXX within150 days Yes No A/R & A/P Agings, replacements of Deferred Revenue report Monthly within 15 days Yes No Transaction Reports Monthly within 20 days and substitutions with each request for all a Credit Extension Yes No Projections FYE within 45 days and as amended or any part updated Yes No The following Intellectual Property was registered and/or the following Governmental Approvals were obtained after the Effective Date (if no registrations or approvals, state “None”) ____________________________________________________________________________ * See Section 6.9(a) of the foregoing property; all insurance refunds relating Loan Agreement The following financial covenant analyses and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate. The following are the exceptions with respect to the foregoing property; all good will relating certification above: (If no exceptions exist, state “No exceptions to the foregoing property; all records and data and embedded software relating to the foregoing propertynote.”) --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- GTT-EMEA, and all equipment, inventory and software to utilize, create, maintain and process any such records and data on electronic media; and all supporting obligations relating to the foregoing property; all whether now existing or hereafter arising, whether now owned or hereafter acquired or whether now or hereafter subject to any rights in the foregoing property; and all products and proceeds (including but not limited to all insurance payments) of or relating to the foregoing propertyLTD. In addition, the word "Collateral" also includes all the following, whether now owned or hereafter acquired, whether now existing or hereafter arising, and wherever locatedet al. 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 (Global Telecom & Technology, Inc.)

COLLATERAL DESCRIPTION. The word "Collateral" as used Collateral consists of all of New Borrower’s right, title and interest in this Agreement means and to the following described personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles, commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, whether now existing or hereafter arisingwherever located; and all of New Borrower’s Books relating to the foregoing, and wherever locatedany and all claims, rights and interests in which Grantor is giving to Lender a security interest for the payment any of the Indebtedness and performance of all other obligations under the Note and this Agreement: All inventory, equipment, accounts (including but not limited to all health-care-insurance receivables), chattel paper, instruments (including but not limited to all promissory notes), letter-of-credit rights, letters of credit, documents, deposit accounts, investment property, money, other rights to payment and performance, and general intangibles (including but not limited to all software above and all payment intangibles); all oilsubstitutions for, gas and other minerals before extraction; all oiladditions, gas, other minerals and accounts constituting as-extracted collateral; all fixtures; all timber to be cut; all attachments, accessions, accessories, fittingsaccessions and improvements to and replacements, increasesproducts, toolsproceeds and insurance proceeds of any or all of the foregoing. TO: SILICON VALLEY BANK, partsAS AGENT Date: ____________ FROM: TELECOMMUNICATION SYSTEMS, repairsINC. SOLVERN INNOVATIONS, suppliesINC. NETWORKS IN MOTION, INC. MICRODATA GIS, INC. MICRODATA, LLC The undersigned authorized officer of each of TELECOMMUNICATION SYSTEMS, INC., SOLVERN INNOVATIONS, INC., NETWORKS IN MOTION, INC., MICRODATA GIS, INC., AND MICRODATA, LLC (jointly and severally, individually and collectively, the “Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement, dated as of December 31, 2009, among Borrower, Lenders and Agent (as amended, amended and restated, modified or supplemented from time to time, the “Agreement”), (1) Borrower is in complete compliance for the period ending with all required covenants except as noted below, (2) there are no Events of Default, (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, (4) Borrower, and commingled goods each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement, and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries, if any, relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Agent. Attached are the foregoing propertyrequired documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and all additions, replacements of and substitutions for all or any part of that compliance is determined not just at the foregoing property; all insurance refunds relating to date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the foregoing property; all good will relating to the foregoing property; all records and data and embedded software relating to the foregoing property, and all equipment, inventory and software to utilize, create, maintain and process any such records and data on electronic media; and all supporting obligations relating to the foregoing property; all whether now existing or hereafter arising, whether now owned or hereafter acquired or whether now or hereafter subject to any rights meanings given them in the foregoing property; Agreement. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Quarterly consolidated and all products consolidating financial statements (management prepared) Quarterly within 45 days Yes No Annual financial statement (CPA Audited) + XX XXX within 120 days Yes No 10-Q, 10-K and proceeds 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings Monthly within 15 days Yes No Projections 60 days prior to FYE and as amended Yes No Transaction Reports Weekly (including but not limited to all insurance paymentsmonthly within 30 days if no Event of Default) of or relating to and with each request for a Credit Extension Yes No The following Intellectual Property was registered after the foregoing property. In additionEffective Date (if no registrations, state “None”) The following Collateral Accounts were established after the word "Collateral" also includes all the followingEffective Date (if no such Collateral Accounts, whether now owned or hereafter acquired, whether now existing or hereafter arising, and wherever located:state “None”):

Appears in 1 contract

Samples: Loan and Security Agreement (Telecommunication Systems Inc /Fa/)

COLLATERAL DESCRIPTION. The word "Collateral" as used Collateral consists of all of Borrower’s right, title and interest in this Agreement means and to the following described personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles, Intellectual Property, commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, whether now existing or hereafter arisingwherever located; and all Borrower’s Books relating to the foregoing, and wherever locatedany and all claims, rights and interests in which Grantor is giving to Lender a security interest for the payment any of the Indebtedness and performance of all other obligations under the Note and this Agreement: All inventory, equipment, accounts (including but not limited to all health-care-insurance receivables), chattel paper, instruments (including but not limited to all promissory notes), letter-of-credit rights, letters of credit, documents, deposit accounts, investment property, money, other rights to payment and performance, and general intangibles (including but not limited to all software above and all payment intangibles); all oilsubstitutions for, gas and other minerals before extraction; all oiladditions, gas, other minerals and accounts constituting as-extracted collateral; all fixtures; all timber to be cut; all attachments, accessions, accessories, fittingsaccessions and improvements to and replacements, increasesproducts, toolsproceeds and insurance proceeds of any or all of the foregoing. TO: SILICON VALLEY BANK Date: FROM: SYNACOR, partsINC., repairsNTV INTERNET HOLDINGS, suppliesLLC and SYNC HOLDINGS, LLC The undersigned authorized officer of SYNACOR, INC., NTV INTERNET HOLDINGS, LLC and SYNC HOLDINGS, LLC (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (as amended, the “Agreement”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”), (1) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below, (2) there are no Events of Default, (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, (4) Borrower, and commingled goods each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement, and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries, if any, relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the foregoing propertyrequired documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and all additions, replacements that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of and substitutions for all or determination that Borrower is not in compliance with any part of the foregoing property; all insurance refunds relating to terms of the foregoing property; all good will relating to the foregoing property; all records and data and embedded software relating to the foregoing propertyAgreement, and all equipment, inventory and software to utilize, create, maintain and process any such records and data on electronic media; and all supporting obligations relating to that compliance is determined not just at the foregoing property; all whether now existing or hereafter arising, whether now owned or hereafter acquired or whether now or hereafter subject to any rights date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the foregoing property; and all products and proceeds (including but not limited to all insurance payments) of or relating to the foregoing property. In addition, the word "Collateral" also includes all the following, whether now owned or hereafter acquired, whether now existing or hereafter arising, and wherever located:Agreement.

Appears in 1 contract

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

COLLATERAL DESCRIPTION. The word "Collateral" as used in this Agreement means the following described property, whether now owned or hereafter acquired, whether now existing or hereafter arising, and wherever located, in which Grantor is giving to Lender a security interest for the payment of the Indebtedness and performance of all other obligations under the Note and this Agreement: All equipment, machinery, fixtures, goods, inventory, equipment, accounts (including but not limited to all health-care-insurance loan receivables), chattel paperdeposit accounts, money, general intangibles, documents, documents of title, instruments (including but not limited to all promissory notes), letter-of-credit rights, letters of credit, documents, deposit accounts, investment property, money, other rights to payment and performance, and general intangibles (including but not limited to all software and all payment intangibles); all oil) and chattel paper, gas and other minerals before extraction; all oilas those terms are defined in the Delaware Uniform Commercial Code, gas, other minerals and accounts constituting as-extracted collateral; all fixtures; all timber to be cut; all attachments, accessions, accessories, fittings, increases, tools, parts, repairs, supplies, and commingled goods relating to the foregoing property, and all additions, replacements of and substitutions for all or any part of the foregoing property; all insurance refunds relating to the foregoing property; all good will relating to the foregoing property; all records and data and embedded software relating to the foregoing property, and all equipment, inventory and software to utilize, create, maintain and process any such records and data on electronic media; and all supporting obligations relating to the foregoing property; all whether now existing or hereafter arising, whether now owned or hereafter acquired or whether now or hereafter subject to any rights in the foregoing property; and all products and proceeds (including but not limited to all insurance payments) of or relating to the foregoing property; and all proceeds of any of the foregoing, including, without limitation, proceeds of any voluntary or involuntary disposition or claim respecting any thereof (pursuant to judgment, condemnation award or otherwise) and all goods, documents, instruments, general intangibles, chattel paper and accounts, wherever located, acquired with cash proceeds of any of the foregoing or proceeds thereof. In addition, the word "Collateral" also includes all the following, whether now owned or hereafter acquired, whether now existing or hereafter arising, and wherever located:

Appears in 1 contract

Samples: Security Agreement

COLLATERAL DESCRIPTION. The word "Collateral" as used Collateral consists of all of Borrower’s right, title and interest in this Agreement means and to the following described personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles, commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, whether now existing or hereafter arisingwherever located; and all Borrower’s Books relating to the foregoing, and wherever locatedany and all claims, rights and interests in which Grantor is giving to Lender a security interest for the payment any of the Indebtedness and performance of all other obligations under the Note and this Agreement: All inventory, equipment, accounts (including but not limited to all health-care-insurance receivables), chattel paper, instruments (including but not limited to all promissory notes), letter-of-credit rights, letters of credit, documents, deposit accounts, investment property, money, other rights to payment and performance, and general intangibles (including but not limited to all software above and all payment intangibles); all oilsubstitutions for, gas and other minerals before extraction; all oiladditions, gas, other minerals and accounts constituting as-extracted collateral; all fixtures; all timber to be cut; all attachments, accessions, accessories, fittingsaccessions and improvements to and replacements, increasesproducts, toolsproceeds and insurance proceeds of any or all of the foregoing. TO: SILICON VALLEY BANK Date: FROM: XATA CORPORATION The undersigned authorized officer of XATA CORPORATION (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”), parts(1) Borrower is in complete compliance for the period ending with all required covenants except as noted below, repairs(2) there are no Events of Default, supplies(3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, (4) Borrower, and commingled goods each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement, and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries, relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the foregoing propertyrequired documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and all additionsthat compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) + XX XXX within 90 days Yes No 10-Q, replacements of 10-K and substitutions 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings/Deferred Revenue Monthly within 20 days Yes No Transaction Reports Weekly (monthly within 20 days during Streamline Period) and with each request for all Credit Extension Yes No Projections (as described in Section 6.2(a)(v)) FYE within 60 days and as materially amended or any part materially updated Yes No The following Intellectual Property was registered after the Effective Date (if no registrations, state “None”) * See Section 6.9(a) of the foregoing property; all insurance refunds relating Loan Agreement unrestricted cash at Bank plus the Availability Amount > [$3,000,000] [$8,000,000] Prime + 1.00 % Yes No unrestricted cash at Bank plus the Availability Amount £ [$3,000,000] [$8,000,000] Prime + 1.25 % Yes No The following financial covenant analyses and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate. The following are the exceptions with respect to the foregoing property; all good will relating certification above: (If no exceptions exist, state “No exceptions to the foregoing property; all records and data and embedded software relating to the foregoing property, and all equipment, inventory and software to utilize, create, maintain and process any such records and data on electronic media; and all supporting obligations relating to the foregoing property; all whether now existing or hereafter arising, whether now owned or hereafter acquired or whether now or hereafter subject to any rights in the foregoing property; and all products and proceeds (including but not limited to all insurance paymentsnote.”) of or relating to the foregoing property. In addition, the word "Collateral" also includes all the following, whether now owned or hereafter acquired, whether now existing or hereafter arising, and wherever located:XATA CORPORATION BANK USE ONLY By: Received by: Name: AUTHORIZED SIGNER Title: Date: Verified: AUTHORIZED SIGNER Date: Compliance Status: Yes No

Appears in 1 contract

Samples: Loan and Security Agreement (Xata Corp /Mn/)

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