Common use of EXHIBIT A – COLLATERAL DESCRIPTION Clause in Contracts

EXHIBIT A – COLLATERAL DESCRIPTION. The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles, 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 does not include (i) equipment (and any accessions, attachments, replacements or improvements thereon) that is subject to a lien securing the financing of the purchase of such equipment (and any accessions, attachments, replacements or improvements thereon) or is leased by Borrower from a third party, to the extent that either Borrower is prohibited by the terms of such equipment financing or lease from granting a security interest in such equipment (or any accessions, attachments, replacements or improvements thereon) or die granting of a security interest in favor of Bank would cause a default under such equipment financing or lease (other than to the extent that any such prohibition or default provision would be rendered ineffective pursuant to Section 9-407(a) of the Code), provided, that, upon the release of any such prohibition or default provision, such equipment (and any accessions, attachments, replacements or improvements thereon) shall be deemed to be Collateral hereunder and shall be subject to the security interest granted herein without any action by Borrower or Bank: (ii) more than 65% of the voting securities of any Subsidiary that is not organized under the laws of the United States or any of its states; or (iii) any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Bank’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property. DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax To: 000-000-0000 Date: LOAN PAYMENT: From Account # To Account # Principal $ and or Interest $ Authorized Signature: Phone Number: Print Name/Title: LOAN ADVANCE: Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. From Account # To Account # Amount of Advance $ All Borrower’s representations and warranties in the Loan and Security Agreement are true, correct and complete in all material respects on the date of the request for an advance; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date: Authorized Signature: Phone Number: Print Name/Title: OUTGOING WIRE REQUEST: Deadline for same day processing is noon, Pacific Time Beneficiary Name: Amount of Wire: $ Beneficiary Bank: Account Number: City and State: Beneficiary Bank Transit (ABA) #: Beneficiary Bank Code (Swift. Sort. Chip, etc.): Intermediary Bank: Transit (ABA) #: For Further Credit to: Special Instruction: Authorized Signature: 2nd Signature (if required): Print Name/Title: Print Name/Title: Telephone #: Telephone #: TO: SILICON VALLEY BANK Date: FROM: GIGAMON LLC The undersigned authorized officer of Gigamon LLC (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”):

Appears in 3 contracts

Samples: Loan and Security Agreement (Gigamon LLC), Loan and Security Agreement (Gigamon LLC), Loan and Security Agreement (Gigamon LLC)

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EXHIBIT A – COLLATERAL DESCRIPTION. The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General IntangiblesIntangibles (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, 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. Collateral shall exclude (i) Borrower’s interest as a lessee under that certain lease between Borrower and ASB Fortune Data Center, LLC, (ii) any permit or other property right to the extent that any applicable Requirement of Law prohibits the granting of a security interest therein, and (iii) any interest of Borrower as a lessee under an equipment lease in such lease or the Equipment leased thereunder, in the cases of (i) and (iii) to the extent that any applicable term therein prohibits or requires the consent of any Person other than Borrower as a condition to the creation of a security interest therein (other than to the extent that any such term would be rendered ineffective pursuant to any of Sections 9406, 9407, 9408 or 9409 of the Code, or any successor provision or provisions of any relevant jurisdiction or any other applicable law, including any debtor relief laws or principles of equity). Notwithstanding the foregoing, the Collateral does not include (i) equipment (and any accessions, attachments, replacements or improvements thereon) that is subject to a lien securing the financing of the purchase of such equipment (and any accessions, attachments, replacements or improvements thereon) or is leased by Borrower from a third party, to the extent that either Borrower is prohibited by the terms of such equipment financing or lease from granting a security interest in such equipment (or any accessions, attachments, replacements or improvements thereon) or die granting of a security interest in favor of Bank would cause a default under such equipment financing or lease (other than to the extent that any such prohibition or default provision would be rendered ineffective pursuant to Section 9-407(a) of the Code), provided, that, upon the release of any such prohibition or default provision, such equipment (and any accessions, attachments, replacements or improvements thereon) shall be deemed to be Collateral hereunder and shall be subject to the security interest granted herein without any action by Borrower or Bank: (ii) more than 65% of the voting securities of any Subsidiary that is not organized under the laws of the United States or any of its states; or (iii) any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Bank’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property. Pursuant to the terms of a certain negative pledge arrangement with Bank, Borrower has agreed not to encumber any of its Intellectual Property without Bank’s prior written consent. DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax To: 000-000-0000 ( ) Date: LOAN PAYMENT: From Account # To Account # (Deposit Account #) (Loan Account #) Principal $ and or and/or Interest $ Authorized Signature: Phone Number: Print Name/Title: LOAN ADVANCE: Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. From Account # To Account # Amount of Advance $ All Borrower’s representations and warranties in the Loan and Security Agreement are true, correct and complete in all material respects on the date of the request for an advance; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; , and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date: Authorized Signature: Phone Number: Print Name/Title: OUTGOING WIRE REQUEST: Deadline for same day processing is noon, Pacific Time Beneficiary Name: Amount of Wire: $ Beneficiary Bank: Account Number: City and State: Beneficiary Bank Transit (ABA) #: Beneficiary Bank Code (Swift. , Sort. , Chip, etc.): Intermediary Bank: Transit (ABA) #: For Further Credit to: Special Instruction: Authorized Signature: 2nd Signature (if required): Print Name/Title: Print Name/Title: Telephone #: Telephone #: TO: SILICON VALLEY BANK DateDATE: FROM: GIGAMON LLC ZOOSK, INC. The undersigned authorized officer of Gigamon LLC ZOOSK, INC. (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”):

Appears in 3 contracts

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

EXHIBIT A – COLLATERAL DESCRIPTION. The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General IntangiblesIntangibles (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, wherever located; and all Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, the Collateral does not include (i) equipment property (and any all substitutions, accessions, additions, attachments, replacements or improvements thereonaccessories, improvements, replacements, products and proceeds thereto) that is subject to a lien securing the financing described in clause (c) of the purchase definition of such equipment (and any accessions, attachments, replacements or improvements thereon) or is leased by Borrower from a third party, to Permitted Liens in which the extent that either Borrower is prohibited by the terms of such equipment financing or lease from granting a security interest in such equipment (or any accessions, attachments, replacements or improvements thereon) or die granting of a security interest in favor of Bank such property or equipment is prohibited by or would cause constitute a default under any agreement or document governing such equipment financing property, provided that upon the termination or lease (other than to the extent that lapsing of any such prohibition or default provision would prohibition, such property shall automatically be rendered ineffective pursuant to Section 9part of the Collateral; (ii) property that constitutes the capital stock of a controlled foreign corporation (as defined in the Internal Revenue Code of 1986, as amended) in excess of sixty-407(afive percent (65%) of the Code)voting power of all classes of capital stock of such controlled foreign corporation entitled to vote. A Member of SVB Financial Group BORROWER: TRUECAR, providedINC. (F/K/A XXX.XXX INC.) DATE: June 13, that2012 BANK: Silicon Valley Bank I hereby certify as follows, upon the release of any such prohibition or default provision, such equipment (and any accessions, attachments, replacements or improvements thereon) shall be deemed to be Collateral hereunder and shall be subject to the security interest granted herein without any action by Borrower or Bank: (ii) more than 65% of the voting securities of any Subsidiary that is not organized under the laws of the United States or any of its states; or (iii) any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Bank’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property. DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax To: 000-000-0000 Date: LOAN PAYMENT: From Account # To Account # Principal $ and or Interest $ Authorized Signature: Phone Number: Print Name/Title: LOAN ADVANCE: Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. From Account # To Account # Amount of Advance $ All Borrower’s representations and warranties in the Loan and Security Agreement are true, correct and complete in all material respects on the date of the request for an advance; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date: Authorized Signature: Phone Number: Print Name/Title: OUTGOING WIRE REQUEST: Deadline for same day processing is noon, Pacific Time Beneficiary Name: Amount of Wire: $ Beneficiary Bank: Account Number: City and State: Beneficiary Bank Transit (ABA) #: Beneficiary Bank Code (Swift. Sort. Chip, etc.): Intermediary Bank: Transit (ABA) #: For Further Credit to: Special Instruction: Authorized Signature: 2nd Signature (if required): Print Name/Title: Print Name/Title: Telephone #: Telephone #: TO: SILICON VALLEY BANK Date: FROM: GIGAMON LLC The undersigned authorized officer of Gigamon LLC (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”):set forth above:

Appears in 2 contracts

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

EXHIBIT A – COLLATERAL DESCRIPTION. The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General IntangiblesIntangibles (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, wherever located; and all Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, the Collateral does not include (i) equipment (and any accessions, attachments, replacements or improvements thereon) that is subject to a lien securing the financing of the purchase of such equipment (and any accessions, attachments, replacements or improvements thereon) or is leased by Borrower from a third party, to the extent that either Borrower is prohibited by the terms of such equipment financing or lease from granting a security interest in such equipment (or any accessions, attachments, replacements or improvements thereon) or die granting of a security interest in favor of Bank would cause a default under such equipment financing or lease (other than to the extent that any such prohibition or default provision would be rendered ineffective pursuant to Section 9-407(a) of the Code), provided, that, upon the release of any such prohibition or default provision, such equipment (and any accessions, attachments, replacements or improvements thereon) shall be deemed to be Collateral hereunder and shall be subject to the security interest granted herein without any action by Borrower or Bank: (ii) more than 65% of the voting securities presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any foreign Subsidiary that is not organized under which shares entitle the laws holder thereof to vote for directors or any other matter, (ii) nonassignable licenses or contracts, which by their terms require the consent of the United States licensor thereof or another party (but only to the extent such prohibition on transfer is enforceable under applicable law, including, without limitation, Sections 9406 and 9408 of the UCC), (iii) contracts where the granting of a security interest therein is contrary to applicable law, provided that upon the cessation of any such restriction or prohibition, such property shall automatically become part of its statesthe Collateral; provided that in no case shall the definition of Collateral exclude any Accounts, proceeds of the disposition of any property, or general intangibles consisting of rights to payment; or (iiiiv) any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Bank’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property. Pursuant to the terms of a certain negative pledge arrangement with Bank, Borrower has agreed not to encumber any of its Intellectual Property without Bank’s prior written consent. DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME TIME* Fax To: 000-000-0000 Date: LOAN PAYMENT: PAYMENT From Account # To (Deposit Account # #) Principal $ and or Interest $ Authorized Signature: Phone Number: Print Name/Title: LOAN ADVANCE: Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. From Account # To Account # Amount of Advance and/or Interest $ All Borrower’s representations and warranties in the Loan and Security Agreement are true, correct and complete in all material respects on the date of the request for an advance; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date: Authorized Signature: Phone Number: Print Name/Title: OUTGOING WIRE REQUEST: Deadline for same day processing is noon, Pacific Time Beneficiary Name: Amount of Wire: $ Beneficiary Bank: Account Number: City and State: Beneficiary Bank Transit (ABA) #: Beneficiary Bank Code (Swift. Sort. Chip, etc.): Intermediary Bank: Transit (ABA) #: For Further Credit to: Special Instruction: Authorized Signature: 2nd Signature (if required): Print Name/Title: Print Name/Title: Telephone #: Telephone #: TO: SILICON VALLEY BANK Date: FROM: GIGAMON LLC The undersigned authorized officer of Gigamon LLC (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”):LOAN ADVANCE:

Appears in 2 contracts

Samples: Loan and Security Agreement (Evoke Pharma Inc), Loan and Security Agreement (Evoke Pharma Inc)

EXHIBIT A – COLLATERAL DESCRIPTION. The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General IntangiblesIntangibles (except as provided below), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and all Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, the Collateral does not include (ia) equipment with respect to stock in Foreign Subsidiaries, more than sixty-five percent (and any accessions, attachments, replacements or improvements thereon) that is subject to a lien securing the financing of the purchase of such equipment (and any accessions, attachments, replacements or improvements thereon) or is leased by Borrower from a third party, to the extent that either Borrower is prohibited by the terms of such equipment financing or lease from granting a security interest in such equipment (or any accessions, attachments, replacements or improvements thereon) or die granting of a security interest in favor of Bank would cause a default under such equipment financing or lease (other than to the extent that any such prohibition or default provision would be rendered ineffective pursuant to Section 9-407(a65.0%) of the Code), provided, that, upon the release presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any such prohibition or default provision, such equipment (and any accessions, attachments, replacements or improvements thereon) shall be deemed Foreign Subsidiary which shares entitle the holder thereof to be Collateral hereunder and shall be subject to the security interest granted herein without any action by Borrower or Bank: (ii) more than 65% of the voting securities of any Subsidiary that is not organized under the laws of the United States vote for directors or any of its states; other matter or (iiib) any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Bank’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property. DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax To: 000-000-0000 Date: LOAN PAYMENT: From Account # To Account # Principal $ and or Interest $ Authorized Signature: Phone Number: Print Name/Title: LOAN ADVANCE: Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. From Account # To Account # Amount of Advance $ All Borrower’s representations and warranties in the Loan and Security Agreement are true, correct and complete in all material respects on the date of the request for an advance; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date: Authorized Signature: Phone Number: Print Name/Title: OUTGOING WIRE REQUEST: Deadline for same day processing is noon, Pacific Time Beneficiary Name: Amount of Wire: $ Beneficiary Bank: Account Number: City and State: Beneficiary Bank Transit (ABA) #: Beneficiary Bank Code (Swift. Sort. Chip, etc.): Intermediary Bank: Transit (ABA) #: For Further Credit to: Special Instruction: Authorized Signature: 2nd Signature (if required): Print Name/Title: Print Name/Title: Telephone #: Telephone #: TO: SILICON VALLEY BANK Date: FROM: GIGAMON LLC The undersigned authorized officer of Gigamon LLC (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”):

Appears in 2 contracts

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

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EXHIBIT A – COLLATERAL DESCRIPTION. The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles, 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 All Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, the Collateral does not include any of the following, whether now owned or hereafter acquired: (i) any Intellectual Property, provided, however, the Collateral shall include all Accounts, license fees and royalty fees and other revenues, proceeds, or income arising out of or relating to any of the Intellectual Property, (ii) any of the outstanding capital stock or other equity interests of any Subsidiary of Borrower organized under the laws of any jurisdiction other than the United States, any State thereof or the District of Columbia in excess of 65% of the voting power of all classes of such capital stock or other equity interests of such Subsidiary entitled to vote, (iii) Borrower’s cash collateral account maintained at Comerica Bank to secure certain lease obligations, provided that the principal amount of such cash collateral account shall not exceed $250,000, but only for such times as Borrower is obligated to maintain such cash collateral account in respect of such lease obligations. Borrower shall make appropriate entries upon its financial statements and its books and records disclosing Lender’s security interest in the Collateral, or (iv) equipment (and any accessions, attachments, replacements or improvements thereon) that is subject to a lien Lien securing the financing of the purchase price of such equipment (and any accessions, attachments, replacements or improvements thereon) or is leased by Borrower from a third party, to the extent that either Borrower is prohibited by the terms of such equipment financing or lease from granting a security interest in such equipment (or any accessions, attachments, replacements or improvements thereon) or die granting of a security interest made in favor of Bank would cause a default under such equipment financing or lease (other than to the extent that any such prohibition or default provision would be rendered ineffective pursuant to Section 9-407(a) of the Code)US Bancorp Business Equipment Finance Group, provided, that, that (x) the Indebtedness secured by such lien shall not exceed Seventy Thousand Dollars ($70,000); and (y) upon the release of any such prohibition or default provisionLien, such equipment (and any accessions, attachments, replacements or improvements thereon) property shall be deemed to be Collateral hereunder and shall be subject to the security interest granted herein without any action by Borrower or Bank: (ii) more than 65% Lender. Pursuant to the terms of the voting securities of any Subsidiary that is a certain negative pledge arrangement with Lender, Borrower has agreed not organized under the laws of the United States or to encumber any of its states; or (iii) any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the except for Permitted 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 PropertyLicenses. DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax To: 000-000-0000 Date: LOAN PAYMENT: From Account # To Account # Principal $ and or Interest $ Authorized Signature: Phone Number: Print Name/Title: LOAN ADVANCE: Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. From Account # To Account # Amount of Advance $ All Borrower’s representations and warranties in the Loan and Security Agreement are true, correct and complete in all material respects on the date of the request for an advance; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date: Authorized Signature: Phone Number: Print Name/Title: OUTGOING WIRE REQUEST: Deadline for same day processing is noon, Pacific Time Beneficiary Name: Amount of Wire: $ Beneficiary Bank: Account Number: City and State: Beneficiary Bank Transit (ABA) #: Beneficiary Bank Code (Swift. Sort. Chip, etc.): Intermediary Bank: Transit (ABA) #: For Further Credit to: Special Instruction: Authorized Signature: 2nd Signature (if required): Print Name/Title: Print Name/Title: Telephone #: Telephone #: TO: SILICON VALLEY BANK OXFORD FINANCE CORPORATION Date: FROM: GIGAMON LLC OMEROS CORPORATION The undersigned authorized officer of Gigamon LLC OMEROS CORPORATION (“Borrower”) hereby certifies that under in accordance with the terms and conditions of the Loan and Security Agreement between Borrower and Bank Lender (the “Agreement”):),

Appears in 1 contract

Samples: Loan and Security Agreement (Omeros Corp)

EXHIBIT A – COLLATERAL DESCRIPTION. The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General IntangiblesIntangibles (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, the Myalept Intellectual Property, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and all Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, the Collateral does not include (i) equipment (and any accessions, attachments, replacements or improvements thereon) that is subject to a lien securing the financing of the purchase of such equipment (and any accessions, attachments, replacements or improvements thereon) or is leased by Borrower from a third party, to the extent that either Borrower is prohibited by the terms of such equipment financing or lease from granting a security interest in such equipment (or any accessions, attachments, replacements or improvements thereon) or die granting of a security interest in favor of Bank would cause a default under such equipment financing or lease (Intellectual Property other than to the extent that Myalept Intellectual Property or (ii) any such prohibition voting equity interests of any direct or default provision would be rendered ineffective pursuant to Section 9indirect Foreign Subsidiaries of Borrower in excess of sixty-407(afive percent (65.0%) of the Code), provided, that, upon the release total voting equity interests of any such prohibition or default provision, such equipment (and any accessions, attachments, replacements or improvements thereon) shall be deemed to be Collateral hereunder and shall be subject to the security interest granted herein without any action by Borrower or Bank: (ii) more than 65% of the voting securities of any Subsidiary that is not organized under the laws of the United States or any of its states; or (iii) any Intellectual PropertyForeign Subsidiaries; provided, howeverfurther, the Collateral shall include all Accounts and all proceeds of Intellectual Property. If that if a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Bank’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property. DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax To: 000-000-0000 Date: LOAN PAYMENT: From Account # To Account # Principal $ and or Interest $ Authorized Signature: Phone Number: Print Name/Title: LOAN ADVANCE: Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. From Account # To Account # Amount of Advance $ All Borrower’s representations and warranties in the Loan and Security Agreement are true, correct and complete in all material respects on the date of the request for an advance; provided, however, that such materiality qualifier shall not be applicable Pursuant to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date: Authorized Signature: Phone Number: Print Name/Title: OUTGOING WIRE REQUEST: Deadline for same day processing is noon, Pacific Time Beneficiary Name: Amount of Wire: $ Beneficiary Bank: Account Number: City and State: Beneficiary Bank Transit (ABA) #: Beneficiary Bank Code (Swift. Sort. Chip, etc.): Intermediary Bank: Transit (ABA) #: For Further Credit to: Special Instruction: Authorized Signature: 2nd Signature (if required): Print Name/Title: Print Name/Title: Telephone #: Telephone #: TO: SILICON VALLEY BANK Date: FROM: GIGAMON LLC The undersigned authorized officer of Gigamon LLC (“Borrower”) certifies that under the terms and conditions Section 7.5 of the Loan and Security Agreement between Agreement, Borrower and Bank has agreed not to encumber any of its Intellectual Property (the “Agreement”):other than in respect of Permitted Liens) without Bank’s prior written consent. MYALEPT Registered United States 85/484,675 4,589,120 MYALEPT LOGO Registered United States 86/043,958 4,607,022 MYALEPT Pending Argentina 3.434.857 MYALEPT Registered Australia 1489472 MYALEPT LOGO Registered Australia 1607431 MYALEPT Pending Brazil 840579845 MYALEPT Registered Canada 1576839 TMA930,412 MYALEPT LOGO Accepted - Declaration of Use Required Canada 1664588 MYALEPT Registered Chile 1.168.266 1.190.345 MYALEPT Allowed China 13364976 MYALEPT LOGO Registered China 14052029 MYALEPT Pending Colombia 00000000 MYALEPT Pending Ecuador 2015-36280 MYALEPT Registered Europe 10858454 MYALEPT LOGO Registered Europe 12623682 MYALEPT Pending India 2543005 (objected) MYALEPT LOGO Pending India 2684451 MYALEPT Registered Japan 2012-042755 5507673 MYALEPT LOGO Registered Japan 2014-013119 5729874 MYALEPT Pending Mexico 1,649,550 1595782 MYALEPT Pending Peru 630758 MYALEPT Abandoned Turkey 2012/44923 MYALEPT LOGO Abandoned Turkey 2014/14790 MYALEPT Registered Taiwan 101024566 1543918 MYALEPT LOGO Registered Taiwan 103009459 1675336 MYALEPT Pending Venezuela 12704-15 MYALEPT Pending Vietnam 0-0000-00000 LEPTREEV Abandoned United States 85/484,680 MYMLEP Abandoned United States 85/484,672 MYMLEP Registered Australia 1490035 MYMLEP Accepted - Declaration of Use Required Canada 1577140 MYMLEP Registered Europe 10874031 MYMLEP Registered Japan 2012-042756 5507674 MYMLEP Registered Korea 00-0000-00000 40-978892 MYMLEP Registered Turkey 2012/44934 MYMLEP Registered Taiwan 101025081 1549982 PAZLEP Abandoned United States 85/484,679 PAZLEP Registered Europe 10874014 BY MY SIDE Abandoned Australia 1376822 BY MY SIDE Abandoned China 8899984

Appears in 1 contract

Samples: Loan Modification Agreement (Aegerion Pharmaceuticals, Inc.)

EXHIBIT A – COLLATERAL DESCRIPTION. The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General IntangiblesIntangibles (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, wherever located; and all All Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, the Collateral does not include (i) equipment property (and any all substitutions, accessions, additions, attachments, replacements or improvements thereonaccessories, improvements, replacements, products and proceeds thereto) that is subject to a lien securing the financing described in clause (c) of the purchase definition of such equipment (and any accessions, attachments, replacements or improvements thereon) or is leased by Borrower from a third party, to Permitted Liens in which the extent that either Borrower is prohibited by the terms of such equipment financing or lease from granting a security interest in such equipment (or any accessions, attachments, replacements or improvements thereon) or die granting of a security interest in favor of Bank such property or equipment is prohibited by or would cause constitute a default under any agreement or documents governing such equipment financing property, provided that upon the termination or lease (other than to the extent that lapsing of any such prohibition or default provision would prohibition, such property shall automatically be rendered ineffective pursuant to Section 9part of the Collateral; (ii) property that constitutes the capital stock of a controlled foreign corporation (as defined in the Internal Revenue Code of 1986, as amended) in excess of sixty-407(afive percent (65%) of the Code), provided, that, upon the release voting power of any all classes of capital stock of such prohibition or default provision, such equipment (controlled foreign corporation entitled to vote; and any accessions, attachments, replacements or improvements thereon) shall be deemed to be Collateral hereunder and shall be subject to the security interest granted herein without any action by Borrower or Bank: (ii) more than 65% of the voting securities of any Subsidiary that is not organized under the laws of the United States or any of its states; or (iii) any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Bank’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property. DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax To: 000-000-0000 Date: LOAN PAYMENT: From Account # To Account # Principal $ and or Interest $ Authorized Signature: Phone Number: Print Name/Title: LOAN ADVANCE: Complete Outgoing Wire Request section below if all or a portion Borrower has agreed not to encumber any of the funds from this loan advance are for an outgoing wireits Intellectual Property without Bank’s prior written consent. From Account # To Account # Amount of Advance $ All Borrower’s representations and warranties in the Loan and Security Agreement are true, correct and complete in all material respects on the date of the request for an advance; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date: Authorized Signature: Phone Number: Print Name/Title: OUTGOING WIRE REQUEST: Deadline for same day processing is noon, Pacific Time Beneficiary Name: Amount of Wire: $ Beneficiary Bank: Account Number: City and State: Beneficiary Bank Transit (ABA) #: Beneficiary Bank Code (Swift. Sort. Chip, etc.): Intermediary Bank: Transit (ABA) #: For Further Credit to: Special Instruction: Authorized Signature: 2nd Signature (if required): Print Name/Title: Print Name/Title: Telephone #: Telephone #: TO: SILICON VALLEY BANK Date: FROM: GIGAMON LLC IRIDEX CORPORATION The undersigned authorized officer of Gigamon LLC IRIDEX CORPORATION (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”):

Appears in 1 contract

Samples: Loan and Security Agreement (Iridex Corp)

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