TELEPHONE REQUEST. The following person is authorized to request the loan payment transfer/loan advance on the advance designated account and is known to me. Authorized Requester Phone # Received By (Bank) Phone # Authorized Signature (Bank) Exhibit C – Comerica Bank Itemization of Amount Financed Disbursements Instructions Name(s): [NAME OF BORROWER(S)] Date: $ credited to deposit account No. when Advances are requested or disbursed to Borrower by cheque or wire transfer Amounts paid to others on your behalf: $ to Comerica Bank counsel fees and expenses $ to Comerica Bank for closing fee $ to $ TOTAL (AMOUNT FINANCED) Upon consummation of this transaction, this document will also serve as the authorization for COMERICA BANK to disburse the loan proceeds as stated above. [NAME OF BORROWER(S)] By: Name: — Title: — Exhibit D – Compliance Certificate Please send all Required Reporting to: Comerica Bank Technology & Life Sciences Division Suite 2210, South Tower Royal Xxxx Xxxxx, X.X. Xxx 00 Xxxxxxx, Xxxxxxx X0X 0X0 Attention: Xxxxxx X. Xxxxx, Vice President Facsimile: (000) 000-0000 FROM: PointClickCare Corp., Wescom Solutions Inc., Meal Metrics Inc., Wescom Solutions, Corp., Wescom Healthcare Solutions Corp., Accu-Med Services LLC (“Borrowers” The undersigned authorized Officer of Borrowers, hereby certifies that in accordance with the terms and conditions of the Loan Agreement among Borrowers and Bank (the “Agreement”), (i) Borrowers are in complete compliance for the period ending with all required covenants, including without limitation the ongoing registration of intellectual property rights in accordance with Section 6.8, except as noted below and (ii) all representations and warranties of Borrowers stated in the Agreement are true and correct in all material respects as of the date hereof. Attached herewith are the required documents supporting the above certification. The Officer further certifies that these are prepared in accordance with Generally Accepted Accounting Principles (GAAP) and are consistently applied from one period to the next except as explained in an accompanying letter or footnotes. Please indicate compliance status by circling Yes/No under “Complies” or “Applicable” column. REPORTING COVENANTS REQUIRED COMPLIES Company Prepared F/S Monthly, within 45 days YES NO Compliance Certificate Monthly, within 45 days YES NO CPA Audits, Unqualified F/S Annually, within 150 days of FYE YES NO Borrowing Base Cert., A/R, A/P Agings and Eligible Recurring Revenue and Collections Report Monthly, within 45 days YES NO Annual Business Plan (incl. operating budget) Annually, within 45 days of FYE YES NO Intellectual Property Report Quarterly within 45 days YES NO Audit Semi-annual YES NO If Public: 10-Q Quarterly, within 5 days of SEC filing (50 days) YES NO 10-K Annually, within 5 days of SEC filing (95 days) YES NO Total amount of Borrowers’ cash and investments Amount: $ YES NO Total amount of Borrowers’ cash and investments maintained with Bank Amount: $ YES NO DESCRIPTION APPLICABLE Legal Action > $500,000 Notify promptly upon notice YES NO Inventory Disputes > $100,000 Notify promptly upon notice YES NO Mergers & Acquisitions Notify promptly upon notice YES NO Cross default with other agreements > $500,000 Notify promptly upon notice YES NO Judgement > $500,000 Notify promptly upon notice YES NO OTHER COVENANTS REQUIRED ACTUAL COMPLIES Permitted Indebtedness for equipment leases <$3,000,000 YES NO Permitted Investments for stock repurchase <$100,000 YES NO Permitted Investments for subsidiaries <$500,000 YES NO Permitted Investments for employee loans <$500,000 YES NO Permitted Investments for joint ventures <$100,000 YES NO Permitted Liens for equipment leases <$1,000,000 YES NO Permitted Transfers <$500,000 YES NO Please Enter Below Comments Regarding Violations: The Officer further acknowledges that at any time a Borrower is not in compliance with all the terms set forth in the Agreement, including without limitation, the further covenants, no credit extensions will be made. Very truly yours, Authorized Signer Name: Title: Exhibit E – Borrowing Base Certificate (See Attached) E-1 LOAN AGREEMENT Schedule of Exceptions Permitted Indebtedness (Exhibit A-(68)) Name Name Details End date Amount ($) Currency 1 De Lage Laden Financial Services Inc. Master loan agreement 503268 Loan Schedule No 1 December 29, 2014 65,670 US 2 De Lage Laden Financial Services Inc. Master loan agreement 503268 Loan Schedule No 2 December 18, 2016 1,098,611 US 3 De Lage Laden Financial Services Inc. Master loan agreement 503268 Loan Schedule No 3 August 29, 2017 229,783 US 4 Microsoft Agreement number E9701104 November 8, 2016 2,384,148 Cdn 5 Creative Solutions Unlimited Customer Acquisition April 30, 2017 1,067,675 US 6 Galaxy Hosted Software Solutions Customer Acquisition January 31, 2016 748,302 US 7 Amex Credit Card Facility Facility Limit NA 915,000 Cdn Permitted Investments (Exhibit A-(69)) Nil. Permitted Liens (Exhibit A-(70)) Liens securing the Indebtedness listed as Items 1-3 under the heading of Permitted Indebtedness above, provided that the Lien is confined solely to the equipment listed in the master loan agreement referenced above and improvements thereon, and proceeds of such equipment. Collateral Maintained with Persons other than Bank (Section 5.3) Bank accounts maintained at Canadian Imperial Bank of Commerce solely for purposes of maintaining the cash collateral referenced in paragraph (f) of the definition of “Permitted Liens”. Equinix Operating Co., Inc. – co-location provider LOAN AGREEMENT Intellectual Property Collateral (Section 5.4) Nil. Prior Names (Section 5.5) Name Registration # Effective/Expiry Date Legal Name: PointClickCare Corp. Wescom Inc. (formerly) Legal Name: Wescom Solutions Inc. Xxxxxxxxxxxxxx.xxx 131124075 2003-10-09 to 2013-10-07 Wescom Solutions 131124059 2003-10-09 to 2013-10-07 Pointclickcare 131124067 2003-10-09 to 2008-10-08 Wescom Legal Name: RH Positive, Inc. RH Positive Computer Systems 1984-07-10 RH Positive Meal Metrics Inc. 5712131 Manitoba Ltd. (formerly) MealMetrics 6006141 2010-03-12 to 2011-07-25 Momentum Dietary Solutions 5769664 2008-11-06 to 2011-11-06 Accu-Med Services LLC Accu-Med Services Inc. (formerly) 2007-08-16 Accumed, Inc. (consent to use in the state of New Hampshire) 2007-08-16 Accumed Accucare Add On Pro Tracker Pro Tracking Cypress
Appears in 1 contract
TELEPHONE REQUEST. The following person is authorized to request the loan payment transfer/loan advance on the advance designated account and is known to me. Authorized Requester Phone # Received By (Bank) Phone # Authorized Signature (Bank) Exhibit C – Comerica Bank Itemization of Amount Financed Disbursements Instructions Name(s): [NAME EXHIBIT B EXHIBIT G FORM OF BORROWER(S)] Date: $ credited to deposit account LOAN AGREEMENT SUPPLEMENT - EQUIPMENT FACILITY ADVANCES LOAN AGREEMENT SUPPLEMENT No. when Advances are requested or disbursed to Borrower by cheque or wire transfer Amounts paid to others on your behalf: $ to Comerica Bank counsel fees and expenses $ to Comerica Bank for closing fee $ to $ TOTAL (AMOUNT FINANCED) Upon consummation of this transaction[ ] LOAN AGREEMENT SUPPLEMENT No. [ ], this document will also serve as the authorization for COMERICA BANK to disburse the loan proceeds as stated above. [NAME OF BORROWER(S)] By: Name: — Title: — Exhibit D – Compliance Certificate Please send all Required Reporting to: Comerica Bank Technology & Life Sciences Division Suite 2210dated , South Tower Royal Xxxx Xxxxx, X.X. Xxx 00 Xxxxxxx, Xxxxxxx X0X 0X0 Attention: Xxxxxx X. Xxxxx, Vice President Facsimile: (000) 000-0000 FROM: PointClickCare Corp., Wescom Solutions Inc., Meal Metrics Inc., Wescom Solutions, Corp., Wescom Healthcare Solutions Corp., Accu-Med Services LLC 200 (“Borrowers” The undersigned authorized Officer of BorrowersSupplement”), hereby certifies that in accordance with the terms and conditions of to the Loan and Security Agreement among Borrowers and Bank dated as of January 31, 2006 (as amended, restated, or otherwise modified from time to time, the “Loan Agreement”), by and between the undersigned (i“Borrower”) Borrowers and Silicon Valley Bank (“Bank”). Capitalized terms used herein but not otherwise defined herein are used with the respective meanings given to such terms in complete compliance for the period ending Loan Agreement. To secure the prompt payment by Borrower of all amounts from time to time outstanding under the Loan Agreement, and the performance by Borrower of all the terms contained in the Loan Agreement, Borrower grants Bank a first priority security interest in each item of equipment and other property described in Annex A hereto, which equipment and other property shall be deemed to be additional Financed Equipment and Collateral. The Loan Agreement is hereby incorporated by reference herein and is hereby ratified, approved and confirmed. Annex A (Equipment Schedule) and Annex B (Loan Terms Schedule) are attached hereto. The proceeds of the Loan should be transferred to Borrower’s account with all required covenantsBank set forth below: Bank Name: Silicon Valley Bank Account No.: Borrower hereby certifies that (a) the foregoing information is true and correct and authorizes Bank to endorse in its respective books and records, including without limitation the ongoing registration applicable interest rate applicable to the Funding Date of intellectual property rights the Equipment Facility Advance contemplated in accordance with Section 6.8, except as noted below this Loan Agreement Supplement and the principal amount set forth in the Loan Terms Schedule; (iib) all the representations and warranties of Borrowers stated made by Borrower in the Loan Agreement are true and correct in all material respects on the date hereof and will be true and correct in all material respects on such Funding Date; and (c) it is in compliance with Sections 6.8(a) and 6.9 of the Loan Agreement. No Event of Default has occurred and is continuing under the Loan Agreement. This Supplement may be executed by Borrower and Bank in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. This Supplement is delivered as of the date hereofday and year first above written. Attached herewith are the required documents supporting the above certificationSILICON VALLEY BANK SABA SOFTWARE, INC. The Officer further certifies that these are prepared in accordance with Generally Accepted Accounting Principles (GAAP) and are consistently applied from one period to the next except as explained in an accompanying letter or footnotes. Please indicate compliance status by circling Yes/No under “Complies” or “Applicable” column. REPORTING COVENANTS REQUIRED COMPLIES Company Prepared F/S Monthly, within 45 days YES NO Compliance Certificate Monthly, within 45 days YES NO CPA Audits, Unqualified F/S Annually, within 150 days of FYE YES NO Borrowing Base Cert., A/R, A/P Agings and Eligible Recurring Revenue and Collections Report Monthly, within 45 days YES NO Annual Business Plan (incl. operating budget) Annually, within 45 days of FYE YES NO Intellectual Property Report Quarterly within 45 days YES NO Audit Semi-annual YES NO If PublicBy: 10-Q Quarterly, within 5 days of SEC filing (50 days) YES NO 10-K Annually, within 5 days of SEC filing (95 days) YES NO Total amount of Borrowers’ cash and investments AmountBy: $ YES NO Total amount of Borrowers’ cash and investments maintained with Bank AmountName: $ YES NO DESCRIPTION APPLICABLE Legal Action > $500,000 Notify promptly upon notice YES NO Inventory Disputes > $100,000 Notify promptly upon notice YES NO Mergers & Acquisitions Notify promptly upon notice YES NO Cross default with other agreements > $500,000 Notify promptly upon notice YES NO Judgement > $500,000 Notify promptly upon notice YES NO OTHER COVENANTS REQUIRED ACTUAL COMPLIES Permitted Indebtedness for equipment leases <$3,000,000 YES NO Permitted Investments for stock repurchase <$100,000 YES NO Permitted Investments for subsidiaries <$500,000 YES NO Permitted Investments for employee loans <$500,000 YES NO Permitted Investments for joint ventures <$100,000 YES NO Permitted Liens for equipment leases <$1,000,000 YES NO Permitted Transfers <$500,000 YES NO Please Enter Below Comments Regarding Violations: The Officer further acknowledges that at any time a Borrower is not in compliance with all the terms set forth in the Agreement, including without limitation, the further covenants, no credit extensions will be made. Very truly yours, Authorized Signer Name: Title: Title: Annex A - Description of Financed Equipment Annex B - Loan Terms Schedule Annex A to Exhibit E – Borrowing Base Certificate (See Attached) E-1 LOAN AGREEMENT Schedule of Exceptions Permitted Indebtedness (Exhibit A-(68)) Name Name Details End date Amount ($) Currency 1 De Lage Laden Financial Services Inc. Master loan agreement 503268 G The Financed Equipment being financed with the Equipment Facility Advance with respect to which this Loan Schedule No 1 December 29, 2014 65,670 US 2 De Lage Laden Financial Services Inc. Master loan agreement 503268 Loan Schedule No 2 December 18, 2016 1,098,611 US 3 De Lage Laden Financial Services Inc. Master loan agreement 503268 Loan Schedule No 3 August 29, 2017 229,783 US 4 Microsoft Agreement number E9701104 November 8, 2016 2,384,148 Cdn 5 Creative Solutions Unlimited Customer Acquisition April 30, 2017 1,067,675 US 6 Galaxy Hosted Software Solutions Customer Acquisition January 31, 2016 748,302 US 7 Amex Credit Card Facility Facility Limit NA 915,000 Cdn Permitted Investments (Exhibit A-(69)) NilSupplement is being executed is listed below. Permitted Liens (Exhibit A-(70)) Liens securing Upon the Indebtedness listed as Items 1-3 under the heading of Permitted Indebtedness above, provided that the Lien is confined solely to the equipment listed in the master loan agreement referenced above and improvements thereon, and proceeds funding of such equipment. Collateral Maintained with Persons other than Bank (Section 5.3) Bank accounts maintained at Canadian Imperial Bank of Commerce solely for purposes of maintaining the cash collateral referenced in paragraph (f) Equipment Facility Advance, this schedule automatically shall be deemed to be a part of the definition Collateral. Description of “Permitted Liens”Equipment Make Xxxxx Xxxxxx # Xxxxxxx # Xxxxx X to Exhibit G LOAN TERMS SCHEDULE # Loan Funding Date: , 200 Original Loan Amount: $ Equipment Facility Interest Rate: % Scheduled Payment Dates and Amounts*: One (1) payment of $ due payment of $ due monthly in advance from through . Equinix Operating Co., Inc. – co-location provider LOAN AGREEMENT Intellectual Property Collateral One (Section 5.41) Nilpayment of $ due . Prior Names (Section 5.5) Name Registration # Effective/Expiry Maturity Date: Payment No. Payment Date Legal Name: PointClickCare Corp. Wescom Inc. (formerly) Legal Name: Wescom Solutions Inc. Xxxxxxxxxxxxxx.xxx 131124075 2003-10-09 to 2013-10-07 Wescom Solutions 131124059 2003-10-09 to 2013-10-07 Pointclickcare 131124067 2003-10-09 to 2008-10-08 Wescom Legal Name: RH Positive, Inc. RH Positive Computer Systems 1984-07-10 RH Positive Meal Metrics Inc. 5712131 Manitoba Ltd. (formerly) MealMetrics 6006141 2010-03-12 to 2011-07-25 Momentum Dietary Solutions 5769664 2008-11-06 to 2011-11-06 Accu-Med Services LLC Accu-Med Services Inc. (formerly) 2007-08-16 Accumed, Inc. (consent to use in the state of New Hampshire) 2007-08-16 Accumed Accucare Add On Pro Tracker Pro Tracking Cypress1 3 4 . . . [36]
Appears in 1 contract
TELEPHONE REQUEST. The following person is authorized to request the loan payment transfer/loan advance on the advance designated account and is known to me. Authorized Requester Phone # Received By (Bank) Phone # Authorized Signature (Bank) Exhibit EXHIBIT C – Comerica Bank Itemization of Amount Financed Disbursements Instructions Name(s): [NAME OF BORROWER(S)] DateCOMPLIANCE CERTIFICATE TO: $ credited to deposit account No. when Advances are requested or disbursed to Borrower by cheque or wire transfer Amounts paid to others on your behalf: $ to Comerica Bank counsel fees and expenses $ to Comerica Bank for closing fee $ to $ TOTAL (AMOUNT FINANCED) Upon consummation of this transaction, this document will also serve as the authorization for COMERICA SILICON VALLEY BANK to disburse the loan proceeds as stated above. [NAME OF BORROWER(S)] By: Name: — Title: — Exhibit D – Compliance Certificate Please send all Required Reporting to: Comerica Bank Technology & Life Sciences Division Suite 2210, South Tower Royal Xxxx Xxxxx, X.X. Xxx 00 Xxxxxxx, Xxxxxxx X0X 0X0 Attention: Xxxxxx X. Xxxxx, Vice President Facsimile: (000) 000-0000 FROM: PointClickCare Corp., Wescom Solutions Inc., Meal Metrics Inc., Wescom Solutions, Corp., Wescom Healthcare Solutions Corp., Accu-Med Services LLC (“Borrowers” 3D Systems Corporation 00000 Xxxxxx Xxxx Xxxxxxxx XX 91355 The undersigned authorized Officer officer of Borrowers, hereby 3D Systems Corporation (“Borrower”) certifies that in accordance with under the terms and conditions of the Loan and Security Agreement among Borrowers between Borrower and Bank (the “Agreement”), (i) Borrowers are Borrower is in complete compliance for the period ending with all required covenants, including without limitation the ongoing registration of intellectual property rights in accordance with Section 6.8, covenants except as noted below and (ii) all representations and warranties of Borrowers stated in the Agreement are true and correct in all material respects as of the date hereofof this certificate. In addition, the undersigned authorized officer of Borrower certifies that Borrower and each Subsidiary (i) has timely filed all required tax returns and paid, or made adequate provision to pay, all material taxes, except those being contested in good faith with adequate reserves under GAAP and (ii) does not have any legal actions pending or threatened against Borrower or any Subsidiary which Borrower has not previously notified in writing to Bank. Attached herewith are the required documents supporting the above certification. The Officer further certifies that these are prepared in accordance with Generally Accepted Accounting Principles (GAAP) and are consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The Officer 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. Please indicate compliance status by circling Yes/No under “Complies” or “Applicable” column. REPORTING COVENANTS REQUIRED COMPLIES Company Prepared F/S Monthly, within 45 days YES NO Compliance Certificate Monthly, within 45 days YES NO CPA Audits, Unqualified F/S Annually, within 150 days of FYE YES NO Borrowing Base Cert., A/R, A/P Agings and Eligible Recurring Revenue and Collections Report Monthly, within 45 days YES NO Annual Business Plan (incl. operating budget) Annually, within 45 days of FYE YES NO Intellectual Property Report Reporting Covenant Required Complies Quarterly financial statements + CC Quarterly within 45 days YES NO Audit Semi-annual YES NO If Public: 10-Q Quarterly, Yes No Annual (Audited) FYE within 5 90 days of SEC filing (50 days) YES NO 10-K Annually, within 5 Yes No Annual Projections Within 30 days of SEC filing (95 days) YES NO Total amount of Borrowers’ cash and investments Amount: $ YES NO Total amount of Borrowers’ cash and investments maintained with Bank Amount: $ YES NO DESCRIPTION APPLICABLE Legal Action > $500,000 Notify promptly upon notice YES NO Inventory Disputes > $100,000 Notify promptly upon notice YES NO Mergers & Acquisitions Notify promptly upon notice YES NO Cross default with other agreements > $500,000 Notify promptly upon notice YES NO Judgement > $500,000 Notify promptly upon notice YES NO OTHER COVENANTS REQUIRED ACTUAL COMPLIES Permitted Indebtedness for equipment leases <$3,000,000 YES NO Permitted Investments for stock repurchase <$100,000 YES NO Permitted Investments for subsidiaries <$500,000 YES NO Permitted Investments for employee loans <$500,000 YES NO Permitted Investments for joint ventures <$100,000 YES NO Permitted Liens for equipment leases <$1,000,000 YES NO Permitted Transfers <$500,000 YES NO Please Enter Below Comments Regarding Violations: The Officer further acknowledges that at any time a Borrower is not in compliance with all the terms set forth in the Agreement, including without limitation, the further covenants, no credit extensions will be made. Very truly yours, Authorized Signer Name: Title: Exhibit E – Borrowing Base Certificate (See Attached) E-1 LOAN AGREEMENT Schedule of Exceptions Permitted Indebtedness (Exhibit A-(68)) Name Name Details End date Amount ($) Currency 1 De Lage Laden Financial Services Inc. Master loan agreement 503268 Loan Schedule No 1 December 29, 2014 65,670 US 2 De Lage Laden Financial Services Inc. Master loan agreement 503268 Loan Schedule No 2 December 18, 2016 1,098,611 US 3 De Lage Laden Financial Services Inc. Master loan agreement 503268 Loan Schedule No 3 August 29, 2017 229,783 US 4 Microsoft Agreement number E9701104 November 8, 2016 2,384,148 Cdn 5 Creative Solutions Unlimited Customer Acquisition April 30, 2017 1,067,675 US 6 Galaxy Hosted Software Solutions Customer Acquisition January 31, 2016 748,302 US 7 Amex Credit Card Facility Facility Limit NA 915,000 Cdn Permitted Investments (Exhibit A-(69)) Nil. Permitted Liens (Exhibit A-(70)) Liens securing the Indebtedness listed as Items 1-3 under the heading of Permitted Indebtedness above, provided that the Lien is confined solely to the equipment listed in the master loan agreement referenced above and improvements thereon, and proceeds of such equipment. Collateral Maintained with Persons other than Bank (Section 5.3) Bank accounts maintained at Canadian Imperial Bank of Commerce solely for purposes of maintaining the cash collateral referenced in paragraph (f) of the definition of “Permitted Liens”. Equinix Operating Co., Inc. – co-location provider LOAN AGREEMENT Intellectual Property Collateral (Section 5.4) Nil. Prior Names (Section 5.5) Name Registration # Effective/Expiry Date Legal Name: PointClickCare Corp. Wescom Inc. (formerly) Legal Name: Wescom Solutions Inc. Xxxxxxxxxxxxxx.xxx 131124075 2003-10-09 to 2013-10-07 Wescom Solutions 131124059 2003-10-09 to 2013-10-07 Pointclickcare 131124067 2003-10-09 to 2008-10-08 Wescom Legal Name: RH Positive, Inc. RH Positive Computer Systems 1984-07-10 RH Positive Meal Metrics Inc. 5712131 Manitoba Ltd. (formerly) MealMetrics 6006141 2010-03-12 to 2011-07-25 Momentum Dietary Solutions 5769664 2008-11-06 to 2011-11-06 Accu-Med Services LLC Accu-Med Services Inc. (formerly) 2007-08-16 Accumed, Inc. (consent to use in the state of New Hampshire) 2007-08-16 Accumed Accucare Add On Pro Tracker Pro Tracking Cypressafter FYE Yes No
Appears in 1 contract
TELEPHONE REQUEST. The following person is authorized to request the loan payment transfer/loan advance on the advance designated account and is known to me. Authorized Requester Phone # Received By (Bank) Phone # Authorized Signature (Bank) Exhibit C – Comerica Bank Itemization of Amount Financed Disbursements Instructions Name(s): [NAME OF BORROWER(S)] DateB EXHIBIT D COMPLIANCE CERTIFICATE TO: $ credited to deposit account No. when Advances are requested or disbursed to Borrower by cheque or wire transfer Amounts paid to others on your behalf: $ to Comerica Bank counsel fees and expenses $ to Comerica Bank for closing fee $ to $ TOTAL (AMOUNT FINANCED) Upon consummation of this transaction, this document will also serve as the authorization for COMERICA SILICON VALLEY BANK to disburse the loan proceeds as stated above. [NAME OF BORROWER(S)] By: Name: — Title: — Exhibit D – Compliance Certificate Please send all Required Reporting to: Comerica Bank Technology & Life Sciences Division Suite 2210, South Tower Royal Xxxx 0000 Xxxxxx Xxxxx Xxxxx Xxxxx, X.X. Xxx 00 Xxxxxxx, Xxxxxxx X0X 0X0 Attention: Xxxxxx X. Xxxxx, Vice President Facsimile: (000) 000-0000 XX 00000 FROM: PointClickCare Corp.SABA SOFTWARE, Wescom Solutions Inc.INC. 0000 Xxxxxx Xxxxxxx Xxxxxxx Xxxxxx, Meal Metrics Inc., Wescom Solutions, Corp., Wescom Healthcare Solutions Corp., Accu-Med Services LLC (“Borrowers” XX 00000 The undersigned authorized Officer officer of BorrowersSABA SOFTWARE, hereby INC. (“Borrower”) certifies that in accordance with under the terms and conditions of the Amended and Restated Loan and Security Agreement among Borrowers between Borrower and Bank (as further amended, restated, or otherwise modified from time to time, the “Agreement”), (i) Borrowers are Borrower is in complete compliance for the period ending with all required covenants, including without limitation the ongoing registration of intellectual property rights in accordance with Section 6.8, covenants except as noted below and (ii) all representations and warranties of Borrowers stated in the Agreement are true and correct in all material respects as of the date hereofon this date. Attached herewith are the required documents supporting the above certification. In addition, the undersigned authorized officer of Borrower certifies that Borrower and each of its Subsidiaries (x) has timely filed all required tax returns and paid, or made adequate provision to pay, all material taxes, except those being contested in good faith with adequate reserves under Generally Accepted Accounting Principles (“GAAP”) and (y) does not have any legal actions pending or threatened against Borrower or any Subsidiary which Borrower has not previously notified in writing to Bank. The Officer further certifies that these are prepared in accordance with Generally Accepted Accounting Principles (GAAP) and are GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The Officer 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. Please indicate compliance status by circling Yes/No under “Complies” or “Applicable” column. REPORTING COVENANTS REQUIRED COMPLIES Company Prepared F/S Monthly, Reporting Covenant Required Complies Monthly financial statements + CC Monthly within 45 days YES NO Compliance Certificate Monthly, Yes No Annual (Audited) FYE within 120 days Yes No SEC Filings not available on XXXXX Within 5 days after filing with SEC Yes No Annual Financial Projections FYE within 45 days YES NO CPA Audits, Unqualified F/S Annually, within 150 days of FYE YES NO Borrowing Base Cert., A/R, A/P Agings and Eligible Recurring Revenue and Collections Report Monthly, within 45 days YES NO Annual Business Plan (incl. operating budget) Annually, within 45 days of FYE YES NO Intellectual Property Report Quarterly within 45 days YES NO Audit Semi-annual YES NO If Public: 10-Q Quarterly, within 5 days of SEC filing (50 days) YES NO 10-K Annually, within 5 days of SEC filing (95 days) YES NO Total amount of Borrowers’ cash and investments Amount: $ YES NO Total amount of Borrowers’ cash and investments maintained with Bank Amount: $ YES NO DESCRIPTION APPLICABLE Legal Action > $500,000 Notify promptly upon notice YES NO Inventory Disputes > $100,000 Notify promptly upon notice YES NO Mergers & Acquisitions Notify promptly upon notice YES NO Cross default with other agreements > $500,000 Notify promptly upon notice YES NO Judgement > $500,000 Notify promptly upon notice YES NO OTHER COVENANTS REQUIRED ACTUAL COMPLIES Permitted Indebtedness for equipment leases <$3,000,000 YES NO Permitted Investments for stock repurchase <$100,000 YES NO Permitted Investments for subsidiaries <$500,000 YES NO Permitted Investments for employee loans <$500,000 YES NO Permitted Investments for joint ventures <$100,000 YES NO Permitted Liens for equipment leases <$1,000,000 YES NO Permitted Transfers <$500,000 YES NO Please Enter Below Comments Regarding Violations: The Officer further acknowledges that at any time a Borrower is not in compliance with all the terms set forth in the Agreement, including without limitation, the further covenants, no credit extensions will be made. Very truly yours, Authorized Signer Name: Title: Exhibit E – Borrowing Base Certificate (See Attached) E-1 LOAN AGREEMENT Schedule of Exceptions Permitted Indebtedness (Exhibit A-(68)) Name Name Details End date Amount ($) Currency 1 De Lage Laden Yes No Financial Services Inc. Master loan agreement 503268 Loan Schedule No 1 December 29, 2014 65,670 US 2 De Lage Laden Financial Services Inc. Master loan agreement 503268 Loan Schedule No 2 December 18, 2016 1,098,611 US 3 De Lage Laden Financial Services Inc. Master loan agreement 503268 Loan Schedule No 3 August 29, 2017 229,783 US 4 Microsoft Agreement number E9701104 November 8, 2016 2,384,148 Cdn 5 Creative Solutions Unlimited Customer Acquisition April 30, 2017 1,067,675 US 6 Galaxy Hosted Software Solutions Customer Acquisition January 31, 2016 748,302 US 7 Amex Credit Card Facility Facility Limit NA 915,000 Cdn Permitted Investments (Exhibit A-(69)) Nil. Permitted Liens (Exhibit A-(70)) Liens securing the Indebtedness listed as Items 1-3 under the heading of Permitted Indebtedness above, provided that the Lien is confined solely to the equipment listed in the master loan agreement referenced above and improvements thereon, and proceeds of such equipment. Collateral Maintained with Persons other than Bank (Section 5.3) Bank accounts maintained at Canadian Imperial Bank of Commerce solely for purposes of maintaining the cash collateral referenced in paragraph (f) of the definition of “Permitted Liens”. Equinix Operating Co., Inc. – co-location provider LOAN AGREEMENT Intellectual Property Collateral (Section 5.4) Nil. Prior Names (Section 5.5) Name Registration # Effective/Expiry Date Legal Name: PointClickCare Corp. Wescom Inc. (formerly) Legal Name: Wescom Solutions Inc. Xxxxxxxxxxxxxx.xxx 131124075 2003-10-09 to 2013-10-07 Wescom Solutions 131124059 2003-10-09 to 2013-10-07 Pointclickcare 131124067 2003-10-09 to 2008-10-08 Wescom Legal Name: RH Positive, Inc. RH Positive Computer Systems 1984-07-10 RH Positive Meal Metrics Inc. 5712131 Manitoba Ltd. (formerly) MealMetrics 6006141 2010-03-12 to 2011-07-25 Momentum Dietary Solutions 5769664 2008-11-06 to 2011-11-06 Accu-Med Services LLC Accu-Med Services Inc. (formerly) 2007-08-16 Accumed, Inc. (consent to use in the state of New Hampshire) 2007-08-16 Accumed Accucare Add On Pro Tracker Pro Tracking CypressCovenant Required
Appears in 1 contract
TELEPHONE REQUEST. The following person is authorized to request the loan payment transfer/loan advance on the advance designated account and is known to me. __________________________________________ Authorized Requester __________________________________________ Phone # __________________________________________ Received By (Bank) __________________________________________ Phone # _______________________________________________________________ Authorized Signature (Bank) Exhibit EXHIBIT C – Comerica Bank Itemization of Amount Financed Disbursements Instructions Name(s): [NAME OF BORROWER(S)] DateCOMPLIANCE CERTIFICATE TO: $ credited to deposit account No. when Advances are requested or disbursed to Borrower by cheque or wire transfer Amounts paid to others on your behalf: $ to Comerica Bank counsel fees and expenses $ to Comerica Bank for closing fee $ to $ TOTAL (AMOUNT FINANCED) Upon consummation of this transaction, this document will also serve as the authorization for COMERICA SILICON VALLEY BANK to disburse the loan proceeds as stated above. [NAME OF BORROWER(S)] By: Name: — Title: — Exhibit D – Compliance Certificate Please send all Required Reporting to: Comerica Bank Technology & Life Sciences Division Suite 2210, South Tower Royal Xxxx Xxxxx, X.X. Xxx 00 Xxxxxxx, Xxxxxxx X0X 0X0 Attention: Xxxxxx X. Xxxxx, Vice President Facsimile: (000) 000-0000 FROM: PointClickCare Corp., Wescom Solutions Inc., Meal Metrics Inc., Wescom Solutions, Corp., Wescom Healthcare Solutions Corp., Accu-Med Services LLC (“Borrowers” KOSAN BIOSCIENCES INCORPORATED The undersigned authorized Officer officer of Borrowers, hereby Kosan Biosciences Incorporated (“Borrower”) certifies that in accordance with under the terms and conditions of the Loan and Security Agreement among Borrowers between Borrower and Bank (the “Agreement”), (i) Borrowers are Borrower is in complete compliance for the period ending with all required covenants, including without limitation the ongoing registration of intellectual property rights in accordance with Section 6.8, covenants except as noted below and (ii) all representations and warranties of Borrowers stated in the Agreement are true and correct in all material respects on this date (except that representations and warranties expressly referring to another date shall be true and correct in all material respects as of that date). In addition, the date hereofundersigned authorized officer of Borrower certifies that Borrower and each Subsidiary (i) has timely filed all required tax returns and paid, or made adequate provision to pay, all material taxes, except those being contested in good faith with adequate reserves under GAAP and (ii) does not have any legal actions pending or, to the knowledge of Borrower’s Responsible Officers threatened, against Borrower or any Subsidiary which Borrower has not previously notified in writing to Bank. Attached herewith are the required documents supporting the above certification. The Officer further certifies that these are prepared in accordance with Generally Accepted Accounting Principles (GAAP) and are consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The Officer 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. Please indicate compliance status by circling Yes/No under “Complies” or “Applicable” column. REPORTING COVENANTS REQUIRED COMPLIES Company Prepared F/S Monthly, Reporting Covenant Required Complies Monthly financial statements + CC Monthly within 30 days Yes No Quarterly* FQE within 45 days YES NO Compliance Certificate Monthly, Yes No Annual (Audited)* FYE within 45 120 days YES NO CPA Audits, Unqualified F/S Annually, within 150 days of FYE YES NO Borrowing Base Cert., Yes No A/RR Audit** Initial and Annual Yes No * May be satisfied by public records (e.g., A/P Agings and Eligible Recurring Revenue and Collections Report Monthly, within 45 days YES NO Annual Business Plan (incl. operating budgetXxxxx) Annually, within 45 days of FYE YES NO Intellectual Property Report Quarterly within 45 days YES NO Audit Semi-annual YES NO If Public: 10-Q Quarterly, within 5 days of SEC filing (50 days) YES NO 10-K Annually, within 5 days of SEC filing (95 days) YES NO Total amount of Borrowers’ cash and investments Amount: $ YES NO Total amount of Borrowers’ cash and investments maintained with Bank Amount: $ YES NO DESCRIPTION APPLICABLE Legal Action > $500,000 Notify promptly upon notice YES NO Inventory Disputes > $100,000 Notify promptly upon notice YES NO Mergers & Acquisitions Notify promptly upon notice YES NO Cross default with other agreements > $500,000 Notify promptly upon notice YES NO Judgement > $500,000 Notify promptly upon notice YES NO OTHER COVENANTS REQUIRED ACTUAL COMPLIES Permitted Indebtedness for equipment leases <$3,000,000 YES NO Permitted Investments for stock repurchase <$100,000 YES NO Permitted Investments for subsidiaries <$500,000 YES NO Permitted Investments for employee loans <$500,000 YES NO Permitted Investments for joint ventures <$100,000 YES NO Permitted Liens for equipment leases <$1,000,000 YES NO Permitted Transfers <$500,000 YES NO Please Enter Below Comments Regarding Violations: The Officer further acknowledges that at any time a Borrower is not ** Required only if accounts receivable included in RML covenant compliance with all the terms set forth in the Agreement, including without limitation, the further covenants, no credit extensions will be made. Very truly yours, Authorized Signer Name: Title: Exhibit E – Borrowing Base Certificate (See Attached) E-1 LOAN AGREEMENT Schedule of Exceptions Permitted Indebtedness (Exhibit A-(68)) Name Name Details End date Amount ($) Currency 1 De Lage Laden calculation Financial Services Inc. Master loan agreement 503268 Loan Schedule No 1 December 29, 2014 65,670 US 2 De Lage Laden Financial Services Inc. Master loan agreement 503268 Loan Schedule No 2 December 18, 2016 1,098,611 US 3 De Lage Laden Financial Services Inc. Master loan agreement 503268 Loan Schedule No 3 August 29, 2017 229,783 US 4 Microsoft Agreement number E9701104 November 8, 2016 2,384,148 Cdn 5 Creative Solutions Unlimited Customer Acquisition April 30, 2017 1,067,675 US 6 Galaxy Hosted Software Solutions Customer Acquisition January 31, 2016 748,302 US 7 Amex Credit Card Facility Facility Limit NA 915,000 Cdn Permitted Investments (Exhibit A-(69)) Nil. Permitted Liens (Exhibit A-(70)) Liens securing the Indebtedness listed as Items 1-3 under the heading of Permitted Indebtedness above, provided that the Lien is confined solely to the equipment listed in the master loan agreement referenced above and improvements thereon, and proceeds of such equipment. Collateral Maintained with Persons other than Bank (Section 5.3) Bank accounts maintained at Canadian Imperial Bank of Commerce solely for purposes of maintaining the cash collateral referenced in paragraph (f) of the definition of “Permitted Liens”. Equinix Operating Co., Inc. – co-location provider LOAN AGREEMENT Intellectual Property Collateral (Section 5.4) Nil. Prior Names (Section 5.5) Name Registration # Effective/Expiry Date Legal Name: PointClickCare Corp. Wescom Inc. (formerly) Legal Name: Wescom Solutions Inc. Xxxxxxxxxxxxxx.xxx 131124075 2003-10-09 to 2013-10-07 Wescom Solutions 131124059 2003-10-09 to 2013-10-07 Pointclickcare 131124067 2003-10-09 to 2008-10-08 Wescom Legal Name: RH Positive, Inc. RH Positive Computer Systems 1984-07-10 RH Positive Meal Metrics Inc. 5712131 Manitoba Ltd. (formerly) MealMetrics 6006141 2010-03-12 to 2011-07-25 Momentum Dietary Solutions 5769664 2008-11-06 to 2011-11-06 Accu-Med Services LLC Accu-Med Services Inc. (formerly) 2007-08-16 Accumed, Inc. (consent to use in the state of New Hampshire) 2007-08-16 Accumed Accucare Add On Pro Tracker Pro Tracking CypressCovenant Required Actual
Appears in 1 contract
Samples: Loan and Security Agreement (Kosan Biosciences Inc)
TELEPHONE REQUEST. The following person is authorized to request the loan payment transfer/loan advance on the advance designated account and is known to me. Authorized Requester Phone # Received By (Bank) Phone # Authorized Signature (Bank) Exhibit C – Comerica Bank Itemization of Amount Financed Disbursements Instructions Name(s): [NAME OF BORROWER(S)] DateEXHIBIT D COMPLIANCE CERTIFICATE TO: $ credited to deposit account No. when Advances are requested or disbursed to Borrower by cheque or wire transfer Amounts paid to others on your behalf: $ to Comerica Bank counsel fees and expenses $ to Comerica Bank for closing fee $ to $ TOTAL (AMOUNT FINANCED) Upon consummation of this transaction, this document will also serve as the authorization for COMERICA SILICON VALLEY BANK to disburse the loan proceeds as stated above. [NAME OF BORROWER(S)] By: Name: — Title: — Exhibit D – Compliance Certificate Please send all Required Reporting to: Comerica Bank Technology & Life Sciences Division Suite 2210, South Tower Royal Xxxx 0000 Xxxxxx Xxxxx Xxxxx Xxxxx, X.X. Xxx 00 Xxxxxxx, Xxxxxxx X0X 0X0 Attention: Xxxxxx X. Xxxxx, Vice President Facsimile: (000) 000-0000 XX 00000 FROM: PointClickCare Corp.SABA SOFTWARE, Wescom Solutions Inc.INC. 0000 Xxxxxx Xxxxxxx Xxxxxxx Xxxxxx, Meal Metrics Inc., Wescom Solutions, Corp., Wescom Healthcare Solutions Corp., Accu-Med Services LLC (“Borrowers” XX 00000 The undersigned authorized Officer officer of BorrowersSABA SOFTWARE, hereby INC. (“Borrower”) certifies that in accordance with under the terms and conditions of the Loan and Security Agreement among Borrowers between Borrower and Bank (the “Agreement”), (i) Borrowers are Borrower is in complete compliance for the period ending with all required covenants, including without limitation the ongoing registration of intellectual property rights in accordance with Section 6.8, covenants except as noted below and (ii) all representations and warranties of Borrowers stated in the Agreement are true and correct in all material respects as of the date hereofon this date. Attached herewith are the required documents supporting the above certification. The Officer further certifies that these are prepared in accordance with Generally Accepted Accounting Principles (GAAP) and are consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The Officer 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. Please indicate compliance status by circling Yes/No under “Complies” or “Applicable” column. REPORTING COVENANTS REQUIRED COMPLIES Company Prepared F/S Monthly, Reporting Covenant Required Complies Monthly financial statements + CC Monthly within 45 30 days YES NO Compliance Certificate Monthly, Yes No Annual (Audited) FYE within 45 120 days YES NO CPA Audits, Unqualified F/S Annually, within 150 Yes No 8-K except with respect to certifications Within 5 days of FYE YES NO Borrowing Base Cert., after filing with SEC Yes No A/R, R & A/P Agings and Eligible Recurring Revenue and Collections Report Monthly, Monthly within 45 20 days YES NO Annual Business Plan (incl. operating budget) Annually, within 45 days of FYE YES NO Intellectual Property Report Quarterly within 45 days YES NO Audit Semi-annual YES NO If Public: 10-Q Quarterly, within 5 days of SEC filing (50 days) YES NO 10-K Annually, within 5 days of SEC filing (95 days) YES NO Total amount of Borrowers’ cash and investments Amount: $ YES NO Total amount of Borrowers’ cash and investments maintained with Bank Amount: $ YES NO DESCRIPTION APPLICABLE Legal Action > $500,000 Notify promptly upon notice YES NO Inventory Disputes > $100,000 Notify promptly upon notice YES NO Mergers & Acquisitions Notify promptly upon notice YES NO Cross default with other agreements > $500,000 Notify promptly upon notice YES NO Judgement > $500,000 Notify promptly upon notice YES NO OTHER COVENANTS REQUIRED ACTUAL COMPLIES Permitted Indebtedness for equipment leases <$3,000,000 YES NO Permitted Investments for stock repurchase <$100,000 YES NO Permitted Investments for subsidiaries <$500,000 YES NO Permitted Investments for employee loans <$500,000 YES NO Permitted Investments for joint ventures <$100,000 YES NO Permitted Liens for equipment leases <$1,000,000 YES NO Permitted Transfers <$500,000 YES NO Please Enter Below Comments Regarding Violations: The Officer further acknowledges that at any time a Borrower is not in compliance with all the terms set forth in the Agreement, including without limitation, the further covenants, no credit extensions will be made. Very truly yours, Authorized Signer Name: Title: Exhibit E – Yes No Borrowing Base Certificate (See Attached) E-1 LOAN AGREEMENT Schedule of Exceptions Permitted Indebtedness (Exhibit A-(68)) Name Name Details End date Amount ($) Currency 1 De Lage Laden Monthly within 20 days Yes No Financial Services Inc. Master loan agreement 503268 Loan Schedule No 1 December 29, 2014 65,670 US 2 De Lage Laden Financial Services Inc. Master loan agreement 503268 Loan Schedule No 2 December 18, 2016 1,098,611 US 3 De Lage Laden Financial Services Inc. Master loan agreement 503268 Loan Schedule No 3 August 29, 2017 229,783 US 4 Microsoft Agreement number E9701104 November 8, 2016 2,384,148 Cdn 5 Creative Solutions Unlimited Customer Acquisition April 30, 2017 1,067,675 US 6 Galaxy Hosted Software Solutions Customer Acquisition January 31, 2016 748,302 US 7 Amex Credit Card Facility Facility Limit NA 915,000 Cdn Permitted Investments (Exhibit A-(69)) Nil. Permitted Liens (Exhibit A-(70)) Liens securing the Indebtedness listed as Items 1-3 under the heading of Permitted Indebtedness above, provided that the Lien is confined solely to the equipment listed in the master loan agreement referenced above and improvements thereon, and proceeds of such equipment. Collateral Maintained with Persons other than Bank (Section 5.3) Bank accounts maintained at Canadian Imperial Bank of Commerce solely for purposes of maintaining the cash collateral referenced in paragraph (f) of the definition of “Permitted Liens”. Equinix Operating Co., Inc. – co-location provider LOAN AGREEMENT Intellectual Property Collateral (Section 5.4) Nil. Prior Names (Section 5.5) Name Registration # Effective/Expiry Date Legal Name: PointClickCare Corp. Wescom Inc. (formerly) Legal Name: Wescom Solutions Inc. Xxxxxxxxxxxxxx.xxx 131124075 2003-10-09 to 2013-10-07 Wescom Solutions 131124059 2003-10-09 to 2013-10-07 Pointclickcare 131124067 2003-10-09 to 2008-10-08 Wescom Legal Name: RH Positive, Inc. RH Positive Computer Systems 1984-07-10 RH Positive Meal Metrics Inc. 5712131 Manitoba Ltd. (formerly) MealMetrics 6006141 2010-03-12 to 2011-07-25 Momentum Dietary Solutions 5769664 2008-11-06 to 2011-11-06 Accu-Med Services LLC Accu-Med Services Inc. (formerly) 2007-08-16 Accumed, Inc. (consent to use in the state of New Hampshire) 2007-08-16 Accumed Accucare Add On Pro Tracker Pro Tracking CypressCovenant Required Actual
Appears in 1 contract
Samples: Third Loan Modification Agreement (Saba Software Inc)
TELEPHONE REQUEST. The following person is authorized to request the loan payment transfer/loan advance on the advance designated account and is known to me. Authorized Requester Phone # Received By (Bank) Phone # Authorized Signature (Bank) Exhibit C – Comerica Bank Itemization of Amount Financed Disbursements Instructions Name(s): [NAME OF BORROWER(S)] DateB EXHIBIT D COMPLIANCE CERTIFICATE TO: $ credited to deposit account No. when Advances are requested or disbursed to Borrower by cheque or wire transfer Amounts paid to others on your behalf: $ to Comerica Bank counsel fees and expenses $ to Comerica Bank for closing fee $ to $ TOTAL (AMOUNT FINANCED) Upon consummation of this transaction, this document will also serve as the authorization for COMERICA SILICON VALLEY BANK to disburse the loan proceeds as stated above. [NAME OF BORROWER(S)] By: Name: — Title: — Exhibit D – Compliance Certificate Please send all Required Reporting to: Comerica Bank Technology & Life Sciences Division Suite 2210, South Tower Royal Xxxx 0000 Xxxxxx Xxxxx Xxxxx Xxxxx, X.X. Xxx 00 Xxxxxxx, Xxxxxxx X0X 0X0 Attention: Xxxxxx X. Xxxxx, Vice President Facsimile: (000) 000-0000 XX 00000 FROM: PointClickCare Corp.SABA SOFTWARE, Wescom Solutions Inc.INC. 0000 Xxxxxx Xxxxxxx Xxxxxxx Xxxxxx, Meal Metrics Inc., Wescom Solutions, Corp., Wescom Healthcare Solutions Corp., Accu-Med Services LLC (“Borrowers” XX 00000 The undersigned authorized Officer officer of BorrowersSABA SOFTWARE, hereby INC. (“Borrower”) certifies that in accordance with under the terms and conditions of the Amended and Restated Loan and Security Agreement among Borrowers between Borrower and Bank (as further amended, restated, or otherwise modified from time to time, the “Agreement”), (i) Borrowers are Borrower is in complete compliance for the period ending with all required covenants, including without limitation the ongoing registration of intellectual property rights in accordance with Section 6.8, covenants except as noted below and (ii) all representations and warranties of Borrowers stated in the Agreement are true and correct in all material respects as of the date hereofon this date. Attached herewith are the required documents supporting the above certification. In addition, the undersigned authorized officer of Borrower certifies that Borrower and each of its Subsidiaries (x) has timely filed all required tax returns and paid, or made adequate provision to pay, all material taxes, except those being contested in good faith with adequate reserves under Generally Accepted Accounting Principles (“GAAP”) and (y) does not have any legal actions pending or threatened against Borrower or any Subsidiary, which could result in damages or costs to Borrower or any Subsidiary of $500,000 or more and of which Borrower has not previously notified in writing to Bank. The Officer further undersigned certifies that these are prepared in accordance with Generally Accepted Accounting Principles (GAAP) and are 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. Please indicate compliance status by circling Yes/No under “Complies” or “Applicable” column. REPORTING COVENANTS REQUIRED COMPLIES Company Prepared F/S Monthly, Reporting Covenant Required Complies Monthly financial statements + CC Monthly within 45 days YES NO Compliance Certificate Monthly, Yes No Annual (Audited) FYE within 120 days Yes No SEC Filings not available on XXXXX Within 5 days after filing with SEC Yes No Annual Financial Projections FYE within 45 days YES NO CPA Audits, Unqualified F/S Annually, within 150 days of FYE YES NO Borrowing Base Cert., A/R, A/P Agings and Eligible Recurring Revenue and Collections Report Monthly, within 45 days YES NO Annual Business Plan (incl. operating budget) Annually, within 45 days of FYE YES NO Intellectual Property Report Quarterly within 45 days YES NO Audit Semi-annual YES NO If Public: 10-Q Quarterly, within 5 days of SEC filing (50 days) YES NO 10-K Annually, within 5 days of SEC filing (95 days) YES NO Total amount of Borrowers’ cash and investments Amount: $ YES NO Total amount of Borrowers’ cash and investments maintained with Bank Amount: $ YES NO DESCRIPTION APPLICABLE Legal Action > $500,000 Notify promptly upon notice YES NO Inventory Disputes > $100,000 Notify promptly upon notice YES NO Mergers & Acquisitions Notify promptly upon notice YES NO Cross default with other agreements > $500,000 Notify promptly upon notice YES NO Judgement > $500,000 Notify promptly upon notice YES NO OTHER COVENANTS REQUIRED ACTUAL COMPLIES Permitted Indebtedness for equipment leases <$3,000,000 YES NO Permitted Investments for stock repurchase <$100,000 YES NO Permitted Investments for subsidiaries <$500,000 YES NO Permitted Investments for employee loans <$500,000 YES NO Permitted Investments for joint ventures <$100,000 YES NO Permitted Liens for equipment leases <$1,000,000 YES NO Permitted Transfers <$500,000 YES NO Please Enter Below Comments Regarding Violations: The Officer further acknowledges that at any time a Borrower is not in compliance with all the terms set forth in the Agreement, including without limitation, the further covenants, no credit extensions will be made. Very truly yours, Authorized Signer Name: Title: Exhibit E – Borrowing Base Certificate (See Attached) E-1 LOAN AGREEMENT Schedule of Exceptions Permitted Indebtedness (Exhibit A-(68)) Name Name Details End date Amount ($) Currency 1 De Lage Laden Financial Services Inc. Master loan agreement 503268 Loan Schedule Yes No 1 December 29, 2014 65,670 US 2 De Lage Laden Financial Services Inc. Master loan agreement 503268 Loan Schedule No 2 December 18, 2016 1,098,611 US 3 De Lage Laden Financial Services Inc. Master loan agreement 503268 Loan Schedule No 3 August 29, 2017 229,783 US 4 Microsoft Agreement number E9701104 November 8, 2016 2,384,148 Cdn 5 Creative Solutions Unlimited Customer Acquisition April 30, 2017 1,067,675 US 6 Galaxy Hosted Software Solutions Customer Acquisition January 31, 2016 748,302 US 7 Amex Credit Card Facility Facility Limit NA 915,000 Cdn Permitted Investments (Exhibit A-(69)) Nil. Permitted Liens (Exhibit A-(70)) Liens securing the Indebtedness listed as Items 1-3 under the heading of Permitted Indebtedness above, provided that the Lien is confined solely to the equipment listed in the master loan agreement referenced above and improvements thereon, and proceeds of such equipment. Collateral Maintained with Persons other than Bank (Section 5.3) Bank accounts maintained at Canadian Imperial Bank of Commerce solely for purposes of maintaining the cash collateral referenced in paragraph (f) of the definition of “Permitted Liens”. Equinix Operating Co., Inc. – co-location provider LOAN AGREEMENT Intellectual Property Collateral (Section 5.4) Nil. Prior Names (Section 5.5) Name Registration # Effective/Expiry Date Legal Name: PointClickCare Corp. Wescom Inc. (formerly) Legal Name: Wescom Solutions Inc. Xxxxxxxxxxxxxx.xxx 131124075 2003-10-09 to 2013-10-07 Wescom Solutions 131124059 2003-10-09 to 2013-10-07 Pointclickcare 131124067 2003-10-09 to 2008-10-08 Wescom Legal Name: RH Positive, Inc. RH Positive Computer Systems 1984-07-10 RH Positive Meal Metrics Inc. 5712131 Manitoba Ltd. (formerly) MealMetrics 6006141 2010-03-12 to 2011-07-25 Momentum Dietary Solutions 5769664 2008-11-06 to 2011-11-06 Accu-Med Services LLC Accu-Med Services Inc. (formerly) 2007-08-16 Accumed, Inc. (consent to use in the state of New Hampshire) 2007-08-16 Accumed Accucare Add On Pro Tracker Pro Tracking Cypress[continued on next page]
Appears in 1 contract
TELEPHONE REQUEST. The following person is authorized to request the loan payment transfer/loan advance on the advance designated account and is known to me. Authorized Requester Phone # Received By (Bank) Phone # Authorized Signature (Bank) Exhibit EXHIBIT C – Comerica Bank Itemization of Amount Financed Disbursements Instructions Name(s): [NAME OF BORROWER(S)] DateTRANSACTION REPORT See attached. EXHIBIT D COMPLIANCE CERTIFICATE TO: $ credited to deposit account No. when Advances are requested or disbursed to Borrower by cheque or wire transfer Amounts paid to others on your behalf: $ to Comerica Bank counsel fees and expenses $ to Comerica Bank for closing fee $ to $ TOTAL (AMOUNT FINANCED) Upon consummation of this transaction, this document will also serve as the authorization for COMERICA SILICON VALLEY BANK to disburse the loan proceeds as stated above. [NAME OF BORROWER(S)] By: Name: — Title: — Exhibit D – Compliance Certificate Please send all Required Reporting to: Comerica Bank Technology & Life Sciences Division Suite 2210, South Tower Royal Xxxx Xxxxx, X.X. Xxx 00 Xxxxxxx, Xxxxxxx X0X 0X0 Attention: Xxxxxx X. Xxxxx, Vice President Facsimile: (000) 000-0000 FROM: PointClickCare Corp.DEMANDTEC, Wescom Solutions Inc., Meal Metrics Inc., Wescom Solutions, Corp., Wescom Healthcare Solutions Corp., Accu-Med Services LLC (“Borrowers” INC The undersigned authorized Officer officer of BorrowersDEMANDTEC, hereby INC. (“Borrower”) certifies that in accordance with under the terms and conditions of the Loan and Security Agreement among Borrowers between Borrower and Bank (the “Agreement”), (i) Borrowers are Borrower is in complete compliance for the period ending with all required covenants, including without limitation the ongoing registration of intellectual property rights in accordance with Section 6.8, covenants except as noted below and (ii) all representations and warranties of Borrowers stated in the Agreement are true and correct in all material respects as on this date. In addition, the undersigned authorized officer of the date hereofBorrower certifies that Borrower and each Subsidiary (i) has timely filed all required tax returns and paid, or made adequate provision to pay, all material taxes, except those being contested in good faith with adequate reserves under GAAP and (ii) does not have any legal actions pending or threatened against Borrower or any Subsidiary which Borrower has not previously notified in writing to Bank. Attached herewith are the required documents supporting the above certification. The Officer further certifies that these are prepared in accordance with Generally Accepted Accounting Principles (GAAP) and are consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The Officer 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. Please indicate Indicate compliance status by circling Yes/No under “Complies” or “Applicable” column. REPORTING COVENANTS REQUIRED COMPLIES Company Prepared F/S Monthly, Reporting Covenant Required Complies Monthly financial statements + CC Monthly within 45 30 days YES NO Compliance Certificate Monthly, Yes No Annual (Audited) FYB within 45 180 days YES NO CPA Audits, Unqualified F/S Annually, within 150 days of FYE YES NO Borrowing Base Cert., Yes No A/R, A/P Agings and Eligible Recurring Revenue and Collections Report Monthly, & Deferred Rev. Monthly within 45 30 days YES NO Annual Business Plan (incl. operating budget) Annually, within 45 days of FYE YES NO Intellectual Property Report Quarterly within 45 days YES NO Yes No A/R Audit Semi-annual YES NO Yes No Transaction Report Monthly within 30 days* Yes No Bookings Report Quarterly within 30 days Yes No Projections Annually within 30 days * During the Trigger Period, the Transaction Report is due weekly Revolving Advance Limit and Interest Rate Determination Required Actual Complies Quick Ratio (Adjusted)* 1.50: 1.00 : 1.00 Yes No * If Public: 10-Q Quarterlygreater than 1.50:1.00, within 5 days of SEC filing (50 days) YES NO 10-K Annually, within 5 days of SEC filing (95 days) YES NO Total amount of Borrowers’ cash and investments Amount: $ YES NO Total amount of Borrowers’ cash and investments maintained with Bank Amount: $ YES NO DESCRIPTION APPLICABLE Legal Action > $500,000 Notify promptly upon notice YES NO Inventory Disputes > $100,000 Notify promptly upon notice YES NO Mergers & Acquisitions Notify promptly upon notice YES NO Cross default with other agreements > $500,000 Notify promptly upon notice YES NO Judgement > $500,000 Notify promptly upon notice YES NO OTHER COVENANTS REQUIRED ACTUAL COMPLIES Permitted Indebtedness for equipment leases <the Borrowing Base includes the $3,000,000 YES NO Permitted Investments for stock repurchase <$100,000 YES NO Permitted Investments for subsidiaries <$500,000 YES NO Permitted Investments for employee loans <$500,000 YES NO Permitted Investments for joint ventures <$100,000 YES NO Permitted Liens for equipment leases <$1,000,000 YES NO Permitted Transfers <$500,000 YES NO Please Enter Below non-formula limit. If less than 1,50; 1.00, interest shall accrue at 2 percentage points above the Prime Rate. Borrower only has deposit accounts located at the following institutions: . Has Borrower filed any new Trademark, Patent or Copyright applications? Yes /No (If “yes”, please list below and complete the attached Addendum to Intellectual Property Security Agreement) Trademarks: BANK USE ONLY Patents: Received by: AUTHORIZED SIGNER Copyrights: Date: Verified: AUTHORIZED SIGNER Date: Compliance Status: Yes No Comments Regarding ViolationsExceptions: The Officer further acknowledges that at any time a Borrower is not in compliance with all the terms set forth in the Agreement, including without limitation, the further covenants, no credit extensions will be made. Very truly yours, Authorized Signer Name: Title: Exhibit E – Borrowing Base Certificate (See Attached) E-1 LOAN AGREEMENT Schedule of Exceptions Permitted Indebtedness (Exhibit A-(68)) Name Name Details End date Amount ($) Currency 1 De Lage Laden Financial Services Inc. Master loan agreement 503268 Loan Schedule No 1 December 29. Sincerely, 2014 65,670 US 2 De Lage Laden Financial Services Inc. Master loan agreement 503268 Loan Schedule No 2 December 18DEMANDTEC, 2016 1,098,611 US 3 De Lage Laden Financial Services Inc. Master loan agreement 503268 Loan Schedule No 3 August 29, 2017 229,783 US 4 Microsoft Agreement number E9701104 November 8, 2016 2,384,148 Cdn 5 Creative Solutions Unlimited Customer Acquisition April 30, 2017 1,067,675 US 6 Galaxy Hosted Software Solutions Customer Acquisition January 31, 2016 748,302 US 7 Amex Credit Card Facility Facility Limit NA 915,000 Cdn Permitted Investments (Exhibit A-(69)) NilINC. Permitted Liens (Exhibit A-(70)) Liens securing the Indebtedness listed as Items 1-3 under the heading of Permitted Indebtedness above, provided that the Lien is confined solely to the equipment listed in the master loan agreement referenced above and improvements thereon, and proceeds of such equipment. Collateral Maintained with Persons other than Bank (Section 5.3) Bank accounts maintained at Canadian Imperial Bank of Commerce solely for purposes of maintaining the cash collateral referenced in paragraph (f) of the definition of “Permitted Liens”. Equinix Operating Co., Inc. – co-location provider LOAN AGREEMENT Intellectual Property Collateral (Section 5.4) Nil. Prior Names (Section 5.5) Name Registration # Effective/Expiry Date Legal Name: PointClickCare Corp. Wescom Inc. (formerly) Legal Name: Wescom Solutions Inc. Xxxxxxxxxxxxxx.xxx 131124075 2003-10-09 to 2013-10-07 Wescom Solutions 131124059 2003-10-09 to 2013-10-07 Pointclickcare 131124067 2003-10-09 to 2008-10-08 Wescom Legal Name: RH Positive, Inc. RH Positive Computer Systems 1984-07-10 RH Positive Meal Metrics Inc. 5712131 Manitoba Ltd. (formerly) MealMetrics 6006141 2010-03-12 to 2011-07-25 Momentum Dietary Solutions 5769664 2008-11-06 to 2011-11-06 Accu-Med Services LLC Accu-Med Services Inc. (formerly) 2007-08-16 Accumed, Inc. (consent to use in the state of New Hampshire) 2007-08-16 Accumed Accucare Add On Pro Tracker Pro Tracking CypressSignature Title Date
Appears in 1 contract
