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 any Excluded Property. TO: SILICON VALLEY BANK Date: FROM: MAVENIR SYSTEMS, INC., et al. The undersigned authorized officer of MAVENIR SYSTEMS, INC., et al. (“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 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 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 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 (including income statement and statement of cash flows) with Compliance Certificate and Deferred Revenue Report 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 Bi-Weekly and with each Credit Extension (Monthly within 30 days when a Streamline period is in effect or no outstanding Advances —other than Short Term Advances) 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, state “None”)
Appears in 1 contract
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, 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, 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 any Excluded Property. TO: SILICON VALLEY BANK Date: FROM: MAVENIR SYSTEMSFLUX POWER, INC.. FLUX POWER HOLDINGS, et alINC. The undersigned authorized officer of MAVENIR SYSTEMSFlux Power, INC.Inc. (“Flux”) and Flux Power Holdings, et al. Inc. (“Holdings”, and together with Flux, the “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 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 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 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 (including income statement and statement of cash flows) with Compliance Certificate and Deferred Revenue Report Monthly within 30 days Yes No Annual financial statement statements (CPA Audited) + XX XXX FYE within 150 180 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings Monthly within 20 days Yes No Transaction Reports BiAgings, transaction reports, Deferred Revenue report, detailed debtor listing, general ledger, and perpetual inventory reports for Inventory valued on a first-Weekly and in, first-out basis at the lower of cost or market (in accordance with each Credit Extension (GAAP) or such other inventory reports as are requested by Bank Monthly within 30 days when a Streamline period is in effect or no outstanding Advances —other than Short Term Advances) Yes No Projections/Operating Budgets Earlier of Borrowing Base Reports(including an accounts receivable ledger report and any schedules related thereto and including any other information requested by Bank with respect to Borrower’s Accounts) (i) 15 days after approval by board of directors or with each request for an Advance; and (ii) January 31st monthly within 7 days of each fiscal year month end Yes No Board approved projections FYE within 30 days and as amended/updated Yes No The following Intellectual Property was registered after financial covenant analyses and information set forth in Schedule 1 attached hereto are true and accurate as of the Effective Date date of this Certificate. The following are the exceptions with respect to the certification above: (if If no registrationsexceptions exist, state “NoneNo exceptions to note.”)) Flux Power, Inc. BANK USE ONLY Flux Power Holdings, Inc. Received by: By: Date: Name: Title: Verified: Date: Compliance Status: Yes No
Appears in 1 contract
Samples: Loan and Security Agreement (Flux Power Holdings, 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 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 Excluded Property. TOFax To: SILICON VALLEY BANK Date: FROMFrom Account # To Account # (Deposit Account #) (Loan Account #) Principal $ and/or Interest $ Authorized Signature: MAVENIR SYSTEMS, INC., et al. The undersigned authorized officer of MAVENIR SYSTEMS, INC., et al. (“Borrower”) certifies that under the terms and conditions Phone Number: Print Name/Title: Complete Outgoing Wire Request section below if all or a portion of the Amended and Restated funds from this loan advance are for an outgoing wire. From Account # To Account # (Loan and Security Agreement between Borrower and Bank Account #) (the “Agreement”), (1Deposit Account #) Borrower is in complete compliance for the period ending with all required covenants except as noted below, (2) there are no Events Amount of Default, (3) all Advance $ All Borrower’s representations and warranties in the Loan and Security Agreement are true true, correct and correct complete in all material respects on this the date except as noted belowof 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, (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 5.9 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 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 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 (including income statement and statement of cash flows) with Compliance Certificate and Deferred Revenue Report Monthly within 30 days Yes No Annual financial statement (CPA Audited) + XX XXX within 150 days Yes No A: Authorized Signature: Phone Number: Print Name/R & A/P Agings Monthly within 20 days Yes No Transaction Reports Bi-Weekly and with each Credit Extension (Monthly within 30 days when a Streamline period is in effect or no outstanding Advances —other than Short Term Advances) 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, state “None”)Title:
Appears in 1 contract
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 “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 Excluded PropertyForeign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter. TODEADLINE FOR SAME DAY PROCESSING IS NOON P.S.T.* Fax To: SILICON VALLEY BANK Date: FROMLOAN PAYMENT: MAVENIR SYSTEMS, INC., et al. The undersigned authorized officer of MAVENIR SYSTEMS, INC., et al. From Account # To Account # (“Borrower”Deposit Account #) certifies that under the terms and conditions (Loan Account #) Principal $ and/or Interest $ Authorized Signature: Phone Number: Print Name/Title: LOAN ADVANCE: Complete Outgoing Wire Request section below if all or a portion of the Amended and Restated Loan and Security Agreement between Borrower and Bank (the “Agreement”), (1) Borrower is in complete compliance funds from this loan advance are for the period ending with all required covenants except as noted below, (2) there are no Events an outgoing wire. From Account # To Account # Amount of Default, (3) all Advance $ All Borrower’s representations and warranties in the Loan and Security Agreement are true true, correct and correct complete in all material respects on this the date except as noted belowof the request for an advance; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date: Authorized Signature: Phone Number: Print Name/Title: OUTGOING WIRE REQUEST: Complete only if all or a portion of funds from the loan advance above is to be wired. Deadline for same day processing is noon, P.S.T. Beneficiary Name: Amount of Wire: $ Beneficiary Bank: Account Number: City and State: Beneficiary Bank Transit (4ABA) Borrower has timely filed all required tax returns and reports#: Beneficiary Bank Code (Swift, and Borrower has timely paid all foreignSort, federalChip, state and local taxesetc.): Intermediary Bank: Transit (ABA) #: For Further Credit to: Special Instruction: * Unless otherwise provided for an Advance bearing interest at LIBOR. Authorized Signature: 2nd Signature (if required): Print Name/Title: Print Name/Title: Telephone #: Telephone #: BORROWER: Ramtron International Corporation DATE: February 29, assessments2012 BANK: Silicon Valley Bank I hereby certify as follows, 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 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 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 (including income statement and statement of cash flows) with Compliance Certificate and Deferred Revenue Report 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 Bi-Weekly and with each Credit Extension (Monthly within 30 days when a Streamline period is in effect or no outstanding Advances —other than Short Term Advances) 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, state “None”)set forth above:
Appears in 1 contract
Samples: Loan and Security Agreement (Ramtron International 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 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 any Excluded Property. TO: SILICON VALLEY BANK BIA DIGITAL PARTNERS Date: FROM: MAVENIR SYSTEMSGLOBAL TELECOM & TECHNOLOGY, INC., . et al. The undersigned authorized officer of MAVENIR SYSTEMSGlobal Telecom and Technology, INC., et al. (Inc. ( a “Borrower”) certifies that under the terms and conditions of the Amended and Restated Loan and Security Note Purchase Agreement between Borrower and Bank Purchaser (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 each Borrower, and each of its respective Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state state, national and local taxesTaxes, 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 BankPurchaser. 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 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 (including income statement and statement of cash flows) with Compliance Certificate and Deferred Revenue Report 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 Bi-Weekly and with each Credit Extension (Monthly within 30 days when a Streamline period is in effect or no outstanding Advances —other than Short Term Advances) 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, state “None”).
Appears in 1 contract
Samples: Note Purchase Agreement (Global Telecom & Technology, 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 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 more than 66% of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Excluded PropertyForeign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter. TO: SILICON VALLEY BANK Date: FROM: MAVENIR SYSTEMSCALIX NETWORKS, INC., et al. The undersigned authorized officer of MAVENIR SYSTEMSCalix Networks, INC., et al. Inc. (“Borrower”) certifies that under the terms and conditions of the Amended and Restated Loan and Security Agreement between Borrower and Bank (as amended from time to time, 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, (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 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, Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. 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 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 Loan Agreement. Monthly financial statements (including income statement and statement of cash flows) with Compliance Certificate and Deferred Revenue Report Monthly within 30 days Yes No Annual financial statement (CPA Audited) + XX XXX within 150 days Yes No Transaction Report, A/R & A/P Agings Monthly within 20 days or weekly if the Modified Quick Ratio as of the most recent month end is less than the Asset Based Threshold Yes No Transaction Reports Bi-Weekly and with each Credit Extension (Monthly within 30 days when a Streamline period is in effect or no outstanding Advances —other than Short Term Advances) 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 (or a registration application submitted) after the Effective Date (if no registrations, state “None”)None”)]1
Appears in 1 contract
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 “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 Excluded Propertyforeign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter. TOFax To: SILICON VALLEY BANK Date: FROMFrom Account # To Account # (Deposit Account #) (Loan Account #) Principal $ and/or Interest $ Authorized Signature: MAVENIR SYSTEMS, INC., et al. The undersigned authorized officer of MAVENIR SYSTEMS, INC., et al. (“Borrower”) certifies that under the terms and conditions Phone Number: Print Name/Title: Complete Outgoing Wire Request section below if all or a portion of the Amended and Restated funds from this loan advance are for an outgoing wire. From Account # To Account # (Loan and Security Agreement between Borrower and Bank Account #) (the “Agreement”), (1Deposit Account #) Borrower is in complete compliance for the period ending with all required covenants except as noted below, (2) there are no Events Amount of Default, (3) all Advance $ All Borrowers’ representations and warranties in the Loan and Security Agreement are true true, correct and correct complete in all material respects on this the date except as noted belowof 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: Deadline for same day processing is noon, P.S.T. Beneficiary Name: Amount of Wire: $ Beneficiary Bank: Account Number: City and State: Beneficiary Bank Transit (4ABA) Borrower has timely filed all required tax returns #: 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 #: * Unless otherwise provided for an Advance bearing interest at LIBOR. Date: TO: SILICON VALLEY BANK 0000 Xxxxxx Xxxxx Xxxxx Xxxxx, XX 00000 Attention: Corporate Services Department RE: Loan and reportsSecurity Agreement dated as of October 7, 2008 (as amended, modified, supplemented or restated from time to time, the “Loan Agreement”), by and between INTERNET BRANDS, INC., AUTODATA, INC., AUTODATA SOLUTIONS, INC., CARSDIRECT MORTGAGE SERVICES, INC., XX0XXXXXXXXX.XXX, LLC, INTERNET MEDIA SOLUTIONS, INC. AND LOANAPP, INC. (each a “Borrower” and, collectively, “Borrowers”), and Borrower has timely paid all foreignSilicon Valley Bank (the “Bank”) Ladies and Gentlemen: The undersigned refers to the Loan Agreement, federalthe terms defined therein and used herein as so defined, state and local taxeshereby gives you notice irrevocably, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 3.4(a) of the Loan 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 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 determination that Borrower is not in compliance with any of the terms borrowing 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 (including income statement and statement of cash flows) with Compliance Certificate and Deferred Revenue Report 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 Bi-Weekly and with each Credit Extension (Monthly within 30 days when a Streamline period is in effect or no outstanding Advances —other than Short Term Advances) 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, state “None”)an Advance.
Appears in 1 contract
Samples: Loan and Security Agreement (Internet Brands, 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 Intangibles, commercial tort claims, documentsDocuments, instruments Instruments (including any promissory notes), chattel paper Chattel Paper (whether tangible or electronic), cash, deposit accountsDeposit Accounts, fixturesFixtures, letters Letters of credit rights Credit Rights (whether or not the letter of credit is evidenced by a writing), securitiesSecurities, and all other investment propertyInvestment Property, supporting obligationsSupporting Obligations, and financial assetsFinancial 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 any of the other provisions set forth in herein, this Agreement shall not constitute a grant of a security interest in in any Excluded Property; provided, that, notwithstanding the foregoing, a security interest shall be granted in, and shall attach to (x) any property immediately upon such property ceasing to be Excluded Property and (y) any and all proceeds, products, substitutions and replacements of Excluded Property to the Collateral does extent such proceeds, products, substitutions and replacements do not include any themselves constitute Excluded Property. TO: SILICON VALLEY BANK Date: FROM: MAVENIR DELCATH SYSTEMS, INC., et al. The undersigned authorized officer of MAVENIR SYSTEMSDelcath Systems, INC., et al. Inc. (“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 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. date 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 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 (including income statement and statement of cash flows) with Compliance Certificate and Deferred Revenue Report 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 Bi-Weekly and with each Credit Extension (Monthly within 30 days when a Streamline period is in effect or no outstanding Advances —other than Short Term Advances) 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, state “None”).
Appears in 1 contract
