EXHIBIT A – COLLATERAL DESCRIPTION. The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles, commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and all Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, the Collateral does not include (i) equipment (and any accessions, attachments, replacements or improvements thereon) that is subject to a lien securing the financing of the purchase of such equipment (and any accessions, attachments, replacements or improvements thereon) or is leased by Borrower from a third party, to the extent that either Borrower is prohibited by the terms of such equipment financing or lease from granting a security interest in such equipment (or any accessions, attachments, replacements or improvements thereon) or die granting of a security interest in favor of Bank would cause a default under such equipment financing or lease (other than to the extent that any such prohibition or default provision would be rendered ineffective pursuant to Section 9-407(a) of the Code), provided, that, upon the release of any such prohibition or default provision, such equipment (and any accessions, attachments, replacements or improvements thereon) shall be deemed to be Collateral hereunder and shall be subject to the security interest granted herein without any action by Borrower or Bank: (ii) more than 65% of the voting securities of any Subsidiary that is not organized under the laws of the United States or any of its states; or (iii) any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Bank’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property. DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax To: ▇▇▇-▇▇▇-▇▇▇▇ Date: LOAN PAYMENT: From Account # To Account # Principal $ and or Interest $ Authorized Signature: Phone Number: Print Name/Title: LOAN ADVANCE: Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. From Account # To Account # Amount of Advance $ All Borrower’s representations and warranties in the Loan and Security Agreement are true, correct and complete in all material respects on the date of the request for an advance; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date: Authorized Signature: Phone Number: Print Name/Title: OUTGOING WIRE REQUEST: Deadline for same day processing is noon, Pacific Time Beneficiary Name: Amount of Wire: $ Beneficiary Bank: Account Number: City and State: Beneficiary Bank Transit (ABA) #: Beneficiary Bank Code (Swift. Sort. Chip, etc.): Intermediary Bank: Transit (ABA) #: For Further Credit to: Special Instruction: Authorized Signature: 2nd Signature (if required): Print Name/Title: Print Name/Title: Telephone #: Telephone #: TO: SILICON VALLEY BANK Date: FROM: GIGAMON LLC The undersigned authorized officer of Gigamon LLC (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”):
Appears in 3 contracts
Sources: Loan and Security Agreement (Gigamon LLC), Loan and Security Agreement (Gigamon LLC), Loan and Security Agreement (Gigamon LLC)
EXHIBIT A – COLLATERAL DESCRIPTION. The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General IntangiblesIntangibles (except as provided below), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and all Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. Collateral shall exclude (i) Borrower’s interest as a lessee under that certain lease between Borrower and ASB Fortune Data Center, LLC, (ii) any permit or other property right to the extent that any applicable Requirement of Law prohibits the granting of a security interest therein, and (iii) any interest of Borrower as a lessee under an equipment lease in such lease or the Equipment leased thereunder, in the cases of (i) and (iii) to the extent that any applicable term therein prohibits or requires the consent of any Person other than Borrower as a condition to the creation of a security interest therein (other than to the extent that any such term would be rendered ineffective pursuant to any of Sections 9406, 9407, 9408 or 9409 of the Code, or any successor provision or provisions of any relevant jurisdiction or any other applicable law, including any debtor relief laws or principles of equity). Notwithstanding the foregoing, the Collateral does not include (i) equipment (and any accessions, attachments, replacements or improvements thereon) that is subject to a lien securing the financing of the purchase of such equipment (and any accessions, attachments, replacements or improvements thereon) or is leased by Borrower from a third party, to the extent that either Borrower is prohibited by the terms of such equipment financing or lease from granting a security interest in such equipment (or any accessions, attachments, replacements or improvements thereon) or die granting of a security interest in favor of Bank would cause a default under such equipment financing or lease (other than to the extent that any such prohibition or default provision would be rendered ineffective pursuant to Section 9-407(a) of the Code), provided, that, upon the release of any such prohibition or default provision, such equipment (and any accessions, attachments, replacements or improvements thereon) shall be deemed to be Collateral hereunder and shall be subject to the security interest granted herein without any action by Borrower or Bank: (ii) more than 65% of the voting securities of any Subsidiary that is not organized under the laws of the United States or any of its states; or (iii) any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Bank’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property. Pursuant to the terms of a certain negative pledge arrangement with Bank, Borrower has agreed not to encumber any of its Intellectual Property without Bank’s prior written consent. DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax To: ▇▇▇-▇▇▇-▇▇▇▇ ( ) Date: LOAN PAYMENT: From Account # To Account # (Deposit Account #) (Loan Account #) Principal $ and or and/or Interest $ Authorized Signature: Phone Number: Print Name/Title: LOAN ADVANCE: Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. From Account # To Account # Amount of Advance $ All Borrower’s representations and warranties in the Loan and Security Agreement are true, correct and complete in all material respects on the date of the request for an advance; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; , and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date: Authorized Signature: Phone Number: Print Name/Title: OUTGOING WIRE REQUEST: Deadline for same day processing is noon, Pacific Time Beneficiary Name: Amount of Wire: $ Beneficiary Bank: Account Number: City and State: Beneficiary Bank Transit (ABA) #: Beneficiary Bank Code (Swift. , Sort. , Chip, etc.): Intermediary Bank: Transit (ABA) #: For Further Credit to: Special Instruction: Authorized Signature: 2nd Signature (if required): Print Name/Title: Print Name/Title: Telephone #: Telephone #: TO: SILICON VALLEY BANK DateDATE: FROM: GIGAMON LLC ZOOSK, INC. The undersigned authorized officer of Gigamon LLC ZOOSK, INC. (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”):
Appears in 3 contracts
Sources: Loan and Security Agreement (Zoosk, Inc), Loan and Security Agreement (Zoosk, Inc), Loan and Security Agreement (Zoosk, Inc)
EXHIBIT A – COLLATERAL DESCRIPTION. The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General 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 (ia) equipment more than sixty-five percent (65.0%) of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any accessionsForeign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter; (b) any intent-to-use trademarks at all times prior to the first use thereof, attachmentswhether by the actual use thereof in commerce, replacements the recording of a statement of use with the United States Patent and Trademark Office or improvements thereonotherwise; or (c) rights held under a license (with respect to which Borrower is the licensee) that is subject to a lien securing are not assignable by their terms without the financing consent of the purchase of such equipment licensor thereof (and any accessions, attachments, replacements or improvements thereon) or is leased by Borrower from a third party, but only to the extent that either Borrower such restriction on assignment is prohibited by the terms of such equipment financing or lease from granting a security interest in such equipment (or any accessions, attachments, replacements or improvements thereon) or die granting of a security interest in favor of Bank would cause a default enforceable under such equipment financing or lease (other than to the extent that any such prohibition or default provision would be rendered ineffective pursuant to Section 9-407(a) of the Codeapplicable law), provided, that, upon the release of any such prohibition or default provision, such equipment (and any accessions, attachments, replacements or improvements thereon) shall be deemed to be Collateral hereunder and shall be subject to the security interest granted herein without any action by Borrower or Bank: (ii) more than 65% of the voting securities of any Subsidiary that is not organized under the laws of the United States or any of its states; or (iii) any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Bank’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property. DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax To: ▇▇▇-▇▇▇-▇▇▇▇ Date: LOAN PAYMENT: From Account # To Account # Principal $ and or Interest $ Authorized Signature: Phone Number: Print Name/Title: LOAN ADVANCE: Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. From Account # To Account # Amount of Advance $ All Borrower’s representations and warranties in the Loan and Security Agreement are true, correct and complete in all material respects on the date of the request for an advance; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date: Authorized Signature: Phone Number: Print Name/Title: OUTGOING WIRE REQUEST: Deadline for same day processing is noon, Pacific Time Beneficiary Name: Amount of Wire: $ Beneficiary Bank: Account Number: City and State: Beneficiary Bank Transit (ABA) #: Beneficiary Bank Code (Swift. Sort. Chip, etc.): Intermediary Bank: Transit (ABA) #: For Further Credit to: Special Instruction: Authorized Signature: 2nd Signature (if required): Print Name/Title: Print Name/Title: Telephone #: Telephone #: EXHIBIT B COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK Date: FROM: GIGAMON LLC ROKU, INC. The undersigned authorized officer of Gigamon LLC ROKU, INC. (“Borrower”) certifies that under the terms and conditions of the Subordinated Loan and Security Agreement between Borrower and Bank (the “Agreement”):
Appears in 2 contracts
Sources: Subordinated Loan and Security Agreement (Roku, Inc), Subordinated Loan and Security Agreement (Roku, Inc)
EXHIBIT A – COLLATERAL DESCRIPTION. The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General IntangiblesIntangibles (except as provided below), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and all Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, the Collateral does not include (ia) equipment with respect to stock in Foreign Subsidiaries, more than sixty-five percent (and any accessions, attachments, replacements or improvements thereon) that is subject to a lien securing the financing of the purchase of such equipment (and any accessions, attachments, replacements or improvements thereon) or is leased by Borrower from a third party, to the extent that either Borrower is prohibited by the terms of such equipment financing or lease from granting a security interest in such equipment (or any accessions, attachments, replacements or improvements thereon) or die granting of a security interest in favor of Bank would cause a default under such equipment financing or lease (other than to the extent that any such prohibition or default provision would be rendered ineffective pursuant to Section 9-407(a65.0%) of the Code), provided, that, upon the release presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any such prohibition or default provision, such equipment (and any accessions, attachments, replacements or improvements thereon) shall be deemed Foreign Subsidiary which shares entitle the holder thereof to be Collateral hereunder and shall be subject to the security interest granted herein without any action by Borrower or Bank: (ii) more than 65% of the voting securities of any Subsidiary that is not organized under the laws of the United States vote for directors or any of its states; other matter or (iiib) any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Bank’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property. DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax To: ▇▇▇-▇▇▇-▇▇▇▇ Date: LOAN PAYMENT: From Account # To Account # Principal $ and or Interest $ Authorized Signature: Phone Number: Print Name/Title: LOAN ADVANCE: Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. From Account # To Account # Amount of Advance $ All Borrower’s representations and warranties in the Loan and Security Agreement are true, correct and complete in all material respects on the date of the request for an advance; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date: Authorized Signature: Phone Number: Print Name/Title: OUTGOING WIRE REQUEST: Deadline for same day processing is noon, Pacific Time Beneficiary Name: Amount of Wire: $ Beneficiary Bank: Account Number: City and State: Beneficiary Bank Transit (ABA) #: Beneficiary Bank Code (Swift. Sort. Chip, etc.): Intermediary Bank: Transit (ABA) #: For Further Credit to: Special Instruction: Authorized Signature: 2nd Signature (if required): Print Name/Title: Print Name/Title: Telephone #: Telephone #: TO: SILICON VALLEY BANK Date: FROM: GIGAMON LLC The undersigned authorized officer of Gigamon LLC (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”):
Appears in 2 contracts
Sources: Loan and Security Agreement (Pubmatic, Inc.), Loan and Security Agreement (Pubmatic, Inc.)
EXHIBIT A – COLLATERAL DESCRIPTION. The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General IntangiblesIntangibles (except as provided below), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and all Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, the Collateral does not include (i) equipment property (and any all substitutions, accessions, additions, attachments, replacements or improvements thereonaccessories, improvements, replacements, products and proceeds thereto) that is subject to a lien securing the financing described in clause (c) of the purchase definition of such equipment (and any accessions, attachments, replacements or improvements thereon) or is leased by Borrower from a third party, to Permitted Liens in which the extent that either Borrower is prohibited by the terms of such equipment financing or lease from granting a security interest in such equipment (or any accessions, attachments, replacements or improvements thereon) or die granting of a security interest in favor of Bank such property or equipment is prohibited by or would cause constitute a default under any agreement or document governing such equipment financing property, provided that upon the termination or lease (other than to the extent that lapsing of any such prohibition or default provision would prohibition, such property shall automatically be rendered ineffective pursuant to Section 9part of the Collateral; (ii) property that constitutes the capital stock of a controlled foreign corporation (as defined in the Internal Revenue Code of 1986, as amended) in excess of sixty-407(afive percent (65%) of the Code)voting power of all classes of capital stock of such controlled foreign corporation entitled to vote. A Member of SVB Financial Group BORROWER: TRUECAR, providedINC. (F/K/A ▇▇▇.▇▇▇ INC.) DATE: June 13, that2012 BANK: Silicon Valley Bank I hereby certify as follows, upon the release of any such prohibition or default provision, such equipment (and any accessions, attachments, replacements or improvements thereon) shall be deemed to be Collateral hereunder and shall be subject to the security interest granted herein without any action by Borrower or Bank: (ii) more than 65% of the voting securities of any Subsidiary that is not organized under the laws of the United States or any of its states; or (iii) any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Bank’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property. DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax To: ▇▇▇-▇▇▇-▇▇▇▇ Date: LOAN PAYMENT: From Account # To Account # Principal $ and or Interest $ Authorized Signature: Phone Number: Print Name/Title: LOAN ADVANCE: Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. From Account # To Account # Amount of Advance $ All Borrower’s representations and warranties in the Loan and Security Agreement are true, correct and complete in all material respects on the date of the request for an advance; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date: Authorized Signature: Phone Number: Print Name/Title: OUTGOING WIRE REQUEST: Deadline for same day processing is noon, Pacific Time Beneficiary Name: Amount of Wire: $ Beneficiary Bank: Account Number: City and State: Beneficiary Bank Transit (ABA) #: Beneficiary Bank Code (Swift. Sort. Chip, etc.): Intermediary Bank: Transit (ABA) #: For Further Credit to: Special Instruction: Authorized Signature: 2nd Signature (if required): Print Name/Title: Print Name/Title: Telephone #: Telephone #: TO: SILICON VALLEY BANK Date: FROM: GIGAMON LLC The undersigned authorized officer of Gigamon LLC (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”):set forth above:
Appears in 2 contracts
Sources: Loan and Security Agreement (TrueCar, Inc.), Loan and Security Agreement (TrueCar, Inc.)
EXHIBIT A – COLLATERAL DESCRIPTION. The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General IntangiblesIntangibles (except as provided below), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, 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 of the following, whether now owned or hereafter acquired, (i) equipment (and any accessions, attachments, replacements or improvements thereon) that is subject to a lien securing the financing of the purchase of such equipment (and any accessions, attachments, replacements or improvements thereon) or is leased by Borrower from a third party, to the extent that either Borrower is prohibited by the terms of such equipment financing or lease from granting a security interest in such equipment (or any accessions, attachments, replacements or improvements thereon) or die granting of a security interest in favor of Bank would cause a default under such equipment financing or lease (other than to the extent that any such prohibition or default provision would be rendered ineffective pursuant to Section 9-407(a) of the Code), provided, that, upon the release of any such prohibition or default provision, such equipment (and any accessions, attachments, replacements or improvements thereon) shall be deemed to be Collateral hereunder and shall be subject to the security interest granted herein without any action by Borrower or Bank: (ii) more than 65% of the voting securities presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Subsidiary that is not organized under outside the laws United Stats which shares entitle the holder thereof to vote for directors or any other matter; and (ii) any copyright rights, copyright applications, copyright registrations and like protections in each work of authorship and derivative work, whether published or unpublished, any patents, patent applications and like protections, including improvements, divisions, continuations, renewals, reissues, extensions, continuations-in-part and Supplementary Protection Certificates (in effect in the European Union) of the United States same, trademarks, service marks and, to the extent permitted under applicable law, any applications therefor, whether registered or not, and the goodwill of the business of Borrower connected with and symbolized thereby, know-how, operating manuals, trade secret rights, rights to unpatented inventions, and any claims for damage by way of any past, present, or future infringement of any of its states; or (iii) any Intellectual Propertythe foregoing; provided, however, the Collateral shall include all Accounts Accounts, license and all proceeds royalty fees and other revenues, proceeds, or income arising out of Intellectual Propertyor relating to any of the foregoing. If Pursuant to the terms of a judicial authority (certain negative pledge arrangement with Lender, Borrower has agreed not to encumber any of its copyright rights, copyright applications, copyright registrations and like protections in each work of authorship and derivative work, whether published or unpublished, any patents, patent applications and like protections, including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Propertyimprovements, then the Collateral shall automaticallydivisions, continuations, renewals, reissues, extensions, and effective as continuations-in-part of the Effective Datesame, include the Intellectual Property trademarks, service marks and, to the extent necessary to permit perfection permitted under applicable law, any applications therefor, whether registered or not, and the goodwill of Bank’s security interest in such Accounts and such other property the business of Borrower that are proceeds connected with and symbolized thereby, know-how, operating manuals, trade secret rights, rights to unpatented inventions, and any claims for damage by way of any past, present, or future infringement of any of the Intellectual Propertyforegoing, without Lender’s prior written consent. DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax To: ▇▇▇-▇▇▇-▇▇▇▇ Date: LOAN PAYMENT: From Account # To Account # Principal $ and or Interest $ Authorized Signature: Phone Number: Print Name/Title: LOAN ADVANCE: Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. From Account # To Account # Amount of Advance $ All Borrower’s representations and warranties in the Loan and Security Agreement are true, correct and complete in all material respects on the date of the request for an advance; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date: Authorized Signature: Phone Number: Print Name/Title: OUTGOING WIRE REQUEST: Deadline for same day processing is noon, Pacific Time Beneficiary Name: Amount of Wire: $ Beneficiary Bank: Account Number: City and State: Beneficiary Bank Transit (ABA) #: Beneficiary Bank Code (Swift. Sort. Chip, etc.): Intermediary Bank: Transit (ABA) #: For Further Credit to: Special Instruction: Authorized Signature: 2nd Signature (if required): Print Name/Title: Print Name/Title: Telephone #: Telephone #: TO: SILICON VALLEY BANK OXFORD FINANCE CORPORATION Date: FROM: GIGAMON LLC CERUS CORPORATION The undersigned authorized officer of Gigamon LLC CERUS CORPORATION (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank Oxford Finance Corporation (the “Agreement”):
Appears in 2 contracts
Sources: Loan and Security Agreement (Cerus Corp), Loan and Security Agreement (Cerus 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 include: (ia) equipment (and any accessions, attachments, replacements or improvements thereon) that is subject to a lien securing the financing more than 65% of the purchase presently existing and hereafter arising issued and outstanding shares of such equipment (and any accessions, attachments, replacements or improvements thereon) or is leased capital stock owned by Borrower from of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter; (b) any interest of Borrower as a third party, lessee or sublessee under a real property lease; (c) rights held under a license that are not assignable by their terms without the consent of the licensor thereof (but only to the extent that either such transfer is unenforceable under applicable law); (d) any interest of Borrower as a lessee under an Equipment lease if Borrower is prohibited by the terms of such equipment financing or lease from granting a security interest in such equipment (lease or any accessions, attachments, replacements under which such an assignment or improvements thereon) or die granting of a security interest in favor of Bank Lien would cause a default to occur under such equipment financing or lease (other than to the extent that any such prohibition or default provision would be rendered ineffective pursuant to Section 9-407(a) of the Code), lease; provided, thathowever, that upon the release termination of any such prohibition or default provisionprohibition, such equipment (and any accessions, attachments, replacements or improvements thereon) interest shall be deemed to be immediately become Collateral hereunder and shall be subject to the security interest granted herein without any action by Borrower or Bank: (ii) more than 65% of the voting securities of any Subsidiary that is not organized under the laws of the United States or any of its states; or (iiie) any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Bank’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property. DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax To: (▇▇▇-) ▇▇▇-▇▇▇▇ Date: LOAN PAYMENT: _____________________ From Account # #________________________________ To Account # #__________________________________________________ (Deposit Account #) (Loan Account #) Principal $ and or $____________________________________ and/or Interest $ $________________________________________________ Authorized Signature: Phone Number: Print Name/Title: LOAN ADVANCE: Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. From Account # #________________________________ To Account # #__________________________________________________ (Loan Account #) (Deposit Account #) Amount of Advance $ $___________________________ All Borrower’s representations and warranties in the Loan and Security Agreement are true, correct and complete in all material respects on the date of the request for an advance; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date: Authorized Signature: Phone Number: Print Name/Title: OUTGOING WIRE REQUEST: Deadline for same day processing is noon, Pacific Time Beneficiary Name: _____________________________ Amount of Wire: $ Beneficiary Bank: ______________________________ Account Number: City and State: Beneficiary Bank Transit (ABA) #: Beneficiary Bank Code (Swift. , Sort. , Chip, etc.): Intermediary Bank: Transit (ABA) #: For Further Credit to: Special Instruction: Authorized Signature: ___________________________ 2nd Signature (if required): _______________________________________ Print Name/Title: ______________________________ Print Name/Title: ______________________________________________ Telephone #: Telephone #: TO: SILICON VALLEY BANK Date: FROM: GIGAMON LLC INTERMOLECULAR, INC. The undersigned authorized officer of Gigamon LLC Intermolecular, Inc. (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”):
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 IntangiblesIntangibles (except as provided below), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and all All Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, the Collateral does not include any of the following, whether now owned or hereafter acquired (ia) equipment (and any accessions, attachments, replacements Equipment or improvements thereon) that is other property subject to a lien securing the financing Permitted Lien described in paragraphs (c) and (d) of the purchase definition of such equipment Permitted Lien, or (b) any copyright rights, copyright applications, copyright registrations and like protections in each work of authorship and derivative work, whether published or unpublished, any accessionspatents, attachmentspatent applications and like protections, replacements or improvements thereon) or is leased by Borrower from a third partyincluding improvements, divisions, continuations, renewals, reissues, extensions, and continuations-in-part of the same, trademarks, service marks and, to the extent that either Borrower is prohibited by permitted under applicable law, any applications therefor, whether registered or not, and the terms of such equipment financing or lease from granting a security interest in such equipment (or any accessions, attachments, replacements or improvements thereon) or die granting of a security interest in favor of Bank would cause a default under such equipment financing or lease (other than to the extent that any such prohibition or default provision would be rendered ineffective pursuant to Section 9-407(a) goodwill of the Code)business of Borrower connected with and symbolized thereby, providedknow-how, thatoperating manuals, upon the release trade secret rights, rights to unpatented inventions, and any claims for damage by way of any such prohibition past, present, or default provision, such equipment (and future infringement of any accessions, attachments, replacements or improvements thereon) shall be deemed to be Collateral hereunder and shall be subject to the security interest granted herein without any action by Borrower or Bank: (ii) more than 65% of the voting securities of any Subsidiary that is not organized under the laws of the United States or any of its states; or (iii) any Intellectual Propertyforegoing; provided, however, the Collateral shall include all Accounts Accounts, license and all proceeds royalty fees and other revenues, proceeds, or income arising out of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary or relating to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as any of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Bank’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Propertyforegoing. DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax To: ▇▇▇-▇▇▇-▇▇▇▇ Date: LOAN PAYMENT: From Account # (Deposit Account #) Principal $ To Account # Principal $ and or (Loan Account #) and/or Interest $ Authorized Signature: Phone Number: Print Name/Title: LOAN ADVANCE: Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. From Account # (Loan Account #) To Account # (Deposit Account #) Amount of Advance Term Loan $ All Borrower’s representations and warranties in the Loan and Security Agreement are true, correct and complete in all material respects on the date of the request for an advance; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date: Authorized Signature: Phone Number: Print Name/Title: OUTGOING WIRE REQUESTOutgoing Wire Request: Complete only if all or a portion of funds from the loan advance above is to be wired. Deadline for same day processing is noon, Pacific Time P.S.T. Beneficiary Name: Amount of Wire: $ Beneficiary Bank: Account Number: City and State: Beneficiary Bank Transit (ABA) #: Beneficiary Bank Code (Swift. , Sort. , Chip, etc.): Intermediary Bank: Transit (ABA) #: For Further Credit to: Special Instruction: Authorized Signature: 2nd Signature (if required): Print Name/Title: Print Name/Title: Telephone #: Telephone #: EXHIBIT C - COMPLIANCE CERTIFICATE TO: :SILICON VALLEY BANK Date: FROM: GIGAMON LLC The undersigned authorized officer of Gigamon LLC TRUBION PHARMACEUTICLS, INC, (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”):), (1) Borrower is in complete compliance for the period ending with all required covenants except as noted below, (2) there are no Events of Default, (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, (4) Borrower, and 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 5.10 of the Agreement, and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the 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 with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) + ▇▇ ▇▇▇ within 120 days Yes No Annual Budget FYE with 45 days Yes No
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, 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 the foregoing, the Collateral does not include (i) equipment (and any accessions, attachments, replacements or improvements thereon) that is subject to a lien securing the financing of the purchase of such equipment (and any accessionsother provisions set forth in herein, attachments, replacements or improvements thereon) or is leased by Borrower from this Agreement shall not constitute a third party, to the extent that either Borrower is prohibited by the terms of such equipment financing or lease from granting a security interest in such equipment (or any accessions, attachments, replacements or improvements thereon) or die granting grant of a security interest in favor of Bank would cause a default under such equipment financing or lease (other than to the extent that in any such prohibition or default provision would be rendered ineffective pursuant to Section 9-407(a) of the Code), Excluded Property; provided, that, upon notwithstanding the release of any such prohibition or default provisionforegoing, such equipment (and any accessions, attachments, replacements or improvements thereon) shall be deemed to be Collateral hereunder and shall be subject to the security interest granted herein without any action by Borrower or Bank: (ii) more than 65% of the voting securities of any Subsidiary that is not organized under the laws of the United States or any of its states; or (iii) any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary shall be granted in, and shall attach to have a security interest in such Accounts and (x) any property immediately upon such property that are proceeds ceasing to be Excluded Property and (y) any and all proceeds, products, substitutions and replacements of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Excluded Property to the extent necessary to permit perfection such proceeds, products, substitutions and replacements do not themselves constitute Excluded Property. TO: SILICON VALLEY BANK Date: FROM: DELCATH SYSTEMS, INC. The undersigned authorized officer of Bank’s security interest in such Accounts Delcath Systems, Inc. (“Borrower”) certifies that under the terms and such other property of Borrower that are proceeds conditions of the Intellectual Property. DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax To: ▇▇▇-▇▇▇-▇▇▇▇ Date: LOAN PAYMENT: From Account # To Account # Principal $ Loan and or Interest $ Authorized Signature: Phone Number: Print Name/Title: LOAN ADVANCE: Complete Outgoing Wire Request section below if Security Agreement between Borrower and Bank (the “Agreement”), (1) Borrower is in complete compliance for the period ending _______________ with all or a portion required covenants except as noted below, (2) there are no Events of the funds from this loan advance are for an outgoing wire. From Account # To Account # Amount of Advance $ All Borrower’s Default, (3) all representations and warranties in the Loan and Security Agreement are true, true and correct and complete in all material respects on the this date of the request for an advanceexcept 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: Authorized Signature: Phone Number: Print Name/Title: OUTGOING WIRE REQUEST: Deadline for same day processing is noon, Pacific Time Beneficiary Name: Amount of Wire: $ Beneficiary Bank: Account Number: City and State: Beneficiary Bank Transit (ABA) #: Beneficiary Bank Code (Swiftdate Attached are the required documents supporting the certification. Sort. Chip, etc.): Intermediary Bank: Transit (ABA) #: For Further Credit to: Special Instruction: Authorized Signature: 2nd Signature (if required): Print Name/Title: Print Name/Title: Telephone #: Telephone #: TO: SILICON VALLEY BANK Date: FROM: GIGAMON LLC The undersigned authorized officer of Gigamon LLC (“Borrower”) certifies that under 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 and conditions of the Loan Agreement, and Security Agreement between Borrower and Bank (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”):.
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 All Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, the Collateral does not include any of the following, whether now owned or hereafter acquired: (i) any Intellectual Property, provided, however, the Collateral shall include all Accounts, license fees and royalty fees and other revenues, proceeds, or income arising out of or relating to any of the Intellectual Property, (ii) any of the outstanding capital stock or other equity interests of any Subsidiary of Borrower organized under the laws of any jurisdiction other than the United States, any State thereof or the District of Columbia in excess of 65% of the voting power of all classes of such capital stock or other equity interests of such Subsidiary entitled to vote, (iii) Borrower’s cash collateral account maintained at Comerica Bank to secure certain lease obligations, provided that the principal amount of such cash collateral account shall not exceed $250,000, but only for such times as Borrower is obligated to maintain such cash collateral account in respect of such lease obligations. Borrower shall make appropriate entries upon its financial statements and its books and records disclosing Lender’s security interest in the Collateral, or (iv) equipment (and any accessions, attachments, replacements or improvements thereon) that is subject to a lien Lien securing the financing of the purchase price of such equipment (and any accessions, attachments, replacements or improvements thereon) or is leased by Borrower from a third party, to the extent that either Borrower is prohibited by the terms of such equipment financing or lease from granting a security interest in such equipment (or any accessions, attachments, replacements or improvements thereon) or die granting of a security interest made in favor of Bank would cause a default under such equipment financing or lease (other than to the extent that any such prohibition or default provision would be rendered ineffective pursuant to Section 9-407(a) of the Code)US Bancorp Business Equipment Finance Group, provided, that, that (x) the Indebtedness secured by such lien shall not exceed Seventy Thousand Dollars ($70,000); and (y) upon the release of any such prohibition or default provisionLien, such equipment (and any accessions, attachments, replacements or improvements thereon) property shall be deemed to be Collateral hereunder and shall be subject to the security interest granted herein without any action by Borrower or Bank: (ii) more than 65% Lender. Pursuant to the terms of the voting securities of any Subsidiary that is a certain negative pledge arrangement with Lender, Borrower has agreed not organized under the laws of the United States or to encumber any of its states; or (iii) any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the except for Permitted Intellectual Property to the extent necessary to permit perfection of Bank’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual PropertyLicenses. DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax To: ▇▇▇-▇▇▇-▇▇▇▇ Date: LOAN PAYMENT: From Account # To Account # Principal $ and or Interest $ Authorized Signature: Phone Number: Print Name/Title: LOAN ADVANCE: Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. From Account # To Account # Amount of Advance $ All Borrower’s representations and warranties in the Loan and Security Agreement are true, correct and complete in all material respects on the date of the request for an advance; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date: Authorized Signature: Phone Number: Print Name/Title: OUTGOING WIRE REQUEST: Deadline for same day processing is noon, Pacific Time Beneficiary Name: Amount of Wire: $ Beneficiary Bank: Account Number: City and State: Beneficiary Bank Transit (ABA) #: Beneficiary Bank Code (Swift. Sort. Chip, etc.): Intermediary Bank: Transit (ABA) #: For Further Credit to: Special Instruction: Authorized Signature: 2nd Signature (if required): Print Name/Title: Print Name/Title: Telephone #: Telephone #: TO: SILICON VALLEY BANK OXFORD FINANCE CORPORATION Date: FROM: GIGAMON LLC OMEROS CORPORATION The undersigned authorized officer of Gigamon LLC OMEROS CORPORATION (“Borrower”) hereby certifies that under in accordance with the terms and conditions of the Loan and Security Agreement between Borrower and Bank Lender (the “Agreement”):),
Appears in 1 contract
EXHIBIT A – COLLATERAL DESCRIPTION. The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property, whether now owned or hereafter acquired: All goods, Accounts (including health-care care-insurance receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General IntangiblesIntangibles (except as provided below), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, certificates of deposit, guaranteed investment certificates, 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 interest of Borrower (a) in any Excluded Account, (b) in assets as to which granting or perfecting security interest in such Collateral would violate any applicable law, rule or regulation or contract, (c) as a lessee under (i) equipment any lease of real property, or (and any accessions, attachments, replacements ii) an Equipment or improvements thereon) that is subject to a lien securing the financing of the purchase of such equipment (and any accessions, attachments, replacements other personal property lease or improvements thereon) or is leased by Borrower from a third party, to the extent that either license if Borrower is prohibited by the terms of such equipment financing lease or lease license from granting a security interest in such equipment (lease or any accessions, attachments, replacements license or improvements thereon) under which such an assignment or die granting of a security interest in favor of Bank Lien would cause a default to occur under such equipment financing lease or lease (other than to the extent that any such prohibition or default provision would be rendered ineffective pursuant to Section 9-407(a) of the Code), license; provided, thathowever, that upon the release termination of any such prohibition or default provisionprohibition, such equipment (and interest in any accessions, attachments, replacements Equipment or improvements thereon) other personal property lease or license shall be deemed to be immediately become Collateral hereunder and shall be subject to the security interest granted herein without any action by Borrower or Bank: , (iid) more than 65% in any assets as to which Bank and Borrower agree in writing that the costs of obtaining a Lien therein are excessive in relation to the value to Bank of the voting securities of security afforded thereby, including any Subsidiary that is not organized under the laws of the United States or any of its states; or assets located in Quebec, and (iiie) any Intellectual Property; provided, provided however, (i) the Collateral shall include all Accounts acquired from the sale, lease, license or other disposition of, and all other proceeds of Intellectual Property. If , and (ii) if a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Bank’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property. DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax To: ▇▇▇-▇▇▇-▇▇▇▇ Date: LOAN PAYMENT: From Account # To Account # Principal $ and or Interest $ Authorized Signature: Phone Number: Print Name/Title: LOAN ADVANCE: Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. From Account # To Account # Amount of Advance $ All Borrower’s representations and warranties in the Loan and Security Agreement are true, correct and complete in all material respects on the date of the request for an advance; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date: Authorized Signature: Phone Number: Print Name/Title: OUTGOING WIRE REQUEST: Deadline for same day processing is noon, Pacific Time Beneficiary Name: Amount of Wire: $ Beneficiary Bank: Account Number: City and State: Beneficiary Bank Transit (ABA) #: Beneficiary Bank Code (Swift. Sort. Chip, etc.): Intermediary Bank: Transit (ABA) #: For Further Credit to: Special Instruction: Authorized Signature: 2nd Signature (if required): Print Name/Title: Print Name/Title: Telephone #: Telephone #: TO: SILICON VALLEY BANK Date: FROM: GIGAMON LLC The undersigned authorized officer of Gigamon LLC (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”):
Appears in 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 IntangiblesIntangibles (except as provided below), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and all All Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, the Collateral does not include (i) equipment (and any accessions, attachments, replacements or improvements thereon) that is subject to a lien securing the financing of the purchase following, whether now owned or hereafter acquired: (a) presently existing and hereafter arising issued and outstanding shares of such equipment (and any accessions, attachments, replacements or improvements thereon) or is leased capital stock owned by Borrower from a third party, to the extent that either Borrower is prohibited by the terms of such equipment financing or lease from granting a security interest in such equipment (or any accessions, attachments, replacements or improvements thereon) or die granting of a security interest in favor of Bank would cause a default under such equipment financing or lease (other than to the extent that any such prohibition or default provision would be rendered ineffective pursuant to Section 9-407(a) of the Code), provided, that, upon the release of any such prohibition or default provision, such equipment (and any accessions, attachments, replacements or improvements thereon) shall be deemed to be Collateral hereunder and shall be subject to the security interest granted herein without any action by Borrower or Bank: (ii) more than 65% of the voting securities of any Subsidiary that which is not organized under the laws of a jurisdiction other than the United States or any state or territory thereof or the District of its states; Columbia, or (iiib) any Intellectual Propertycopyright rights, copyright applications, copyright registrations and like protections in each work of authorship and derivative work, whether published or unpublished, any patents, patent applications and like protections, including improvements, divisions, continuations, renewals, reissues, extensions, and continuations-in-part of the same, trademarks, service marks and, to the extent permitted under applicable law, any applications therefor, whether registered or not, and the goodwill of the business of Borrower connected with and symbolized thereby, know-how, operating manuals, trade secret rights, rights to unpatented inventions, and any claims for damage by way of any past, present, or future infringement of any of the foregoing; provided, however, the Collateral shall include all Accounts Accounts, license and all proceeds royalty fees and other revenues, proceeds, or income arising out of Intellectual Propertyor relating to any of the intellectual property described in clause (b). If a judicial authority (Borrower has agreed not to encumber any of its copyright rights, copyright applications, copyright registrations and like protections in each work of authorship and derivative work, whether published or unpublished, any patents, patent applications and like protections, including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Propertyimprovements, then the Collateral shall automaticallydivisions, continuations, renewals, reissues, extensions, and effective as continuations-in-part of the Effective Datesame, include the Intellectual Property trademarks, service marks and, to the extent necessary permitted under applicable law, any applications therefor, whether registered or not, and the goodwill of the business of Borrower connected with and symbolized thereby, know-how, operating manuals, trade secret rights, rights to permit perfection unpatented inventions, and any claims for damage by way of any past, present, or future infringement of any of the foregoing, without Bank’s security interest in such Accounts and such other property prior written consent; provided that Borrower may sell, transfer or otherwise dispose of non-core patents that are not material to the business of Borrower and may license intellectual property in the ordinary course of business consistent with the past business practices of Borrower. TO: SILICON VALLEY BANK Date: FROM: MINDSPEED TECHNOLOGIES, INC. The undersigned authorized officer of MINDSPEED TECHNOLOGIES, INC., a Delaware corporation (“Borrower”), certifies that are proceeds under the terms and conditions of the Intellectual Property. DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax To: ▇▇▇-▇▇▇-▇▇▇▇ Date: LOAN PAYMENT: From Account # To Account # Principal $ Loan and or Interest $ Authorized Signature: Phone Number: Print Name/Title: LOAN ADVANCE: Complete Outgoing Wire Request section below if Security Agreement dated as of September 30, 2008 (the “Agreement”) between Borrower and Silicon Valley Bank (“Bank”), (1) Borrower is in compliance for the period ended with all or a portion required covenants except as noted below, (2) there are no Events of the funds from this loan advance are for an outgoing wire. From Account # To Account # Amount of Advance $ All Borrower’s Default, (3) all representations and warranties in the Loan and Security Agreement are true, true and correct and complete in all material respects on this date except as noted below (with any such exception not constituting an Event of Default hereunder in and of itself solely in connection with the date delivery of this Compliance Certificate unless the fact or occurrence giving rise to any such exception otherwise constitutes an Event of Default under the Loan Agreement pursuant to any other term, condition, covenant or provision of the Agreement, including without limitation in connection with the request for an advanceand the making of a Credit Extension pursuant to Section 3.2 of the Agreement); 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 specific date, (4) Borrower, and each of its Subsidiaries have timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except in each case as otherwise permitted pursuant to the terms of Section 6.5 of the Agreement, and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank, other than those Liens or claims that constitute Permitted Liens. Attached are the required documents supporting the certifications relating to compliance with the specific financial covenants and financial measurements as set forth specifically below. The undersigned certifies that the financial statements pertaining thereto are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes (if any). 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 for each month Monthly within 30 days Yes No Quarterly compliance certificates Quarterly within 30 days Yes No 10-Q (including Quarterly financial statements), 10-K (including Annual financial statements), and 8-K Within 5 days after so filing with the SEC Yes No A/R & A/P Agings, outstanding or held check registers (if any), monthly reconciliations, general ledger, per Section 6.2(a)(ii) Monthly within 15 days Yes No Transaction Report If Borrower has not met the Net Cash Test as of the end of the fiscal quarter most recently ended and/or if there is Excess Credit Exposure, Weekly and when an Advance request is made, in each case per §6.2(a)(i). Otherwise: Authorized Signaturewithin 15 days of each month end and when an Advance request is made. Yes No Annual Projections Within 90 days of the beginning of each fiscal year Yes No The following copyrights of Borrower were registered after the Effective Date (if no registrations, state “None”) To be Tested on a Quarterly Basis: Phone NumberMinimum Tangible Net Worth The sum of: Print $12,500,000; plus 50% of Net Income on a quarterly basis commencing with Net Income in the quarter ending after October 3, 2008 and continuing with respect to each fiscal quarter thereafter; plus 50% of issuances of equity and 50% of the principal amount of Subordinated Debt, issued after October 3, 2008, effective on the date of such issuances, other than for issuances of Subordinated Debt the proceeds of which are used to refinance outstanding Subordinated Debt substantially concurrently with the issuance thereof, up to the amount of the original principal amount the Subordinated Debt being so replaced; which sum equals: $ $ Yes No Total Credit Extensions $ minus Cash and Cash Equivalents in Deposit Accounts at Bank or Securities Accounts at a Bank Affiliate as of the last day of the preceding fiscal quarter per the requirements of the Agreement $ equals $ Amount on preceding line not to be greater than $4,000,000 Complies Does not comply Quick Ratio as of the quarter most recently ended to 1.00 Greater than 1.00 to 1.00 Less than 1.00 to 1.00 but greater than or equal to 0.85 to 1.00 Less than 0.85 to 1.00 The following financial covenant and performance pricing analyses and information set forth in Schedule 1 attached hereto are true and accurate as of the date identified in clause (1) above. The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”) MINDSPEED TECHNOLOGIES, INC. BANK USE ONLY Received by: By: AUTHORIZED SIGNER Name/: Date: Title: OUTGOING WIRE REQUESTVerified: Deadline for same day processing is noon, Pacific Time Beneficiary Name: Amount of Wire: $ Beneficiary Bank: Account Number: City and State: Beneficiary Bank Transit (ABA) #: Beneficiary Bank Code (Swift. Sort. Chip, etc.): Intermediary Bank: Transit (ABA) #: For Further Credit to: Special Instruction: Authorized Signature: 2nd Signature (if required): Print Name/Title: Print Name/Title: Telephone #: Telephone #: TO: SILICON VALLEY BANK Date: FROMCompliance Status: GIGAMON LLC The undersigned authorized officer of Gigamon LLC (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”):Yes No
Appears in 1 contract
Sources: Loan and Security Agreement (Mindspeed Technologies, 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)Accounts, 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 66% of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter. The security interest granted by Debtor to Secured Party in the Axcelis Licensed Intellectual Property (ias defined in the SEN License) equipment (and any accessions, attachments, replacements or improvements thereon) that is subject to a lien securing the financing of the purchase of such equipment (and any accessions, attachments, replacements or improvements thereon) or is leased by Borrower from a third party, license granted to the extent that either Borrower is prohibited by SEN Corporation pursuant to the terms of such equipment financing or lease from granting a security interest the SEN License in such equipment accordance with that certain Consent and Agreement dated as of March 30, 2009 among the Debtor, the Secured Party, SEN Corporation and others. TO: SILICON VALLEY BANK Date: FROM: Axcelis Technologies, Inc. and Axcelis Technologies CCS Corporation The undersigned authorized officer of Axcelis Technologies, Inc. and Axcelis Technologies CCS Corporation (or any accessions, attachments, replacements or improvements thereon“Borrower”) or die granting of a security interest in favor of Bank would cause a default certifies that under such equipment financing or lease (other than to the extent that any such prohibition or default provision would be rendered ineffective pursuant to Section 9-407(a) terms and conditions of the CodeLoan and Security Agreement between, inter alia, Borrower and Bank (the “Agreement”), provided(1) Borrower is in complete compliance for the period ending with all required covenants except as noted below, that(2) there are no Events of Default, upon the release of any such prohibition or default provision, such equipment (and any accessions, attachments, replacements or improvements thereon3) shall be deemed to be Collateral hereunder and shall be subject to the security interest granted herein without any action by Borrower or Bank: (ii) more than 65% of the voting securities of any Subsidiary that is not organized under the laws of the United States or any of its states; or (iii) any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Bank’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property. DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax To: ▇▇▇-▇▇▇-▇▇▇▇ Date: LOAN PAYMENT: From Account # To Account # Principal $ and or Interest $ Authorized Signature: Phone Number: Print Name/Title: LOAN ADVANCE: Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. From Account # To Account # Amount of Advance $ All Borrower’s representations and warranties in the Loan and Security Agreement are true, true and correct and complete in all material respects on the this date of the request for an advanceexcept 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: Authorized Signature: Phone Number: Print Name, (4) Borrower, and each of its Domestic 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 Domestic 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 Agreement. Quarterly consolidated and consolidating and financial statements with Compliance Certificate Quarterly within 45 days Yes No Annual financial statement (CPA Audited) + ▇▇ ▇▇▇ within 120 days Yes No A/Title: OUTGOING WIRE REQUEST: Deadline for same day processing is noonR & A/P Agings, Pacific Time Beneficiary Name: Amount of Wire: $ Beneficiary Bank: Account Number: City Inventory reports, Backlog Reports Monthly within 30 days Yes No Transaction Report Monthly within 30 days (bi-weekly if borrowing based on formula) Yes No Monthly consolidated financial statements and State: Beneficiary Bank Transit (ABA) #: Beneficiary Bank Code (Swift. Sort. Chip, etc.): Intermediary Bank: Transit (ABA) #: For Further Credit to: Special Instruction: Authorized Signature: 2nd Signature Compliance Certificate Monthly within 45 days (if required): Print Name/Title: Print Name/Title: Telephone #: Telephone #: TO: SILICON VALLEY BANK Date: FROM: GIGAMON LLC borrowing based on formula) Yes No The undersigned authorized officer of Gigamon LLC following Intellectual Property was registered (or a registration application submitted) after the Effective Date (if no registrations, state “BorrowerNone”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”):)
Appears in 1 contract
Sources: Loan and Security Agreement (Axcelis Technologies 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 (i) equipment (and any accessions, attachments, replacements or improvements thereon) that is subject to a lien securing the financing of the purchase of such equipment (and any accessions, attachments, replacements or improvements thereon) or is leased by Borrower from a third party, to the extent that either Borrower is prohibited by the terms of such equipment financing or lease from granting a security interest in such equipment (or any accessions, attachments, replacements or improvements thereon) or die granting of a security interest in favor of Bank would cause a default under such equipment financing or lease (other than to the extent that any such prohibition or default provision would be rendered ineffective pursuant to Section 9-407(a) of the Code), provided, that, upon the release of any such prohibition or default provision, such equipment (and any accessions, attachments, replacements or improvements thereon) shall be deemed to be Collateral hereunder and shall be subject to the security interest granted herein without any action by Borrower or Bank: (ii) more than 6566% of the voting securities presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter. TO: SILICON VALLEY BANK Date: FROM: CALIX NETWORKS, INC. The undersigned authorized officer of Calix Networks, Inc. (“Borrower”) certifies that is not organized under the laws terms and conditions of the United States or any of its states; or Amended and Restated Loan and Security Agreement between Borrower and Bank (iii) any Intellectual Property; provided, howeveras amended from time to time, the Collateral shall include “Loan Agreement”), (1) Borrower is in complete compliance for the period ending with all Accounts and required covenants except as noted below, (2) there are no Events of Default, (3) all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Bank’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property. DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax To: ▇▇▇-▇▇▇-▇▇▇▇ Date: LOAN PAYMENT: From Account # To Account # Principal $ and or Interest $ Authorized Signature: Phone Number: Print Name/Title: LOAN ADVANCE: Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. From Account # To Account # Amount of Advance $ All Borrower’s representations and warranties in the Loan and Security Agreement are true, true and correct and complete in all material respects on the this date of the request for an advanceexcept 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: Authorized Signature: Phone Number: Print Name, (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement, and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries 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 with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) + ▇▇ ▇▇▇ within 150 days Yes No Transaction Report, A/Title: OUTGOING WIRE REQUEST: Deadline for same day processing R & A/P Agings Monthly within 20 days or weekly if the Modified Quick Ratio as of the most recent month end is noon, Pacific Time Beneficiary Name: Amount of Wire: $ Beneficiary Bank: Account Number: City and State: Beneficiary Bank Transit less than the Asset Based Threshold Yes No [The following Intellectual Property was registered (ABAor a registration application submitted) #: Beneficiary Bank Code (Swift. Sort. Chip, etc.): Intermediary Bank: Transit (ABA) #: For Further Credit to: Special Instruction: Authorized Signature: 2nd Signature after the Effective Date (if required): Print Name/Title: Print Name/Title: Telephone #: Telephone #: TO: SILICON VALLEY BANK Date: FROM: GIGAMON LLC The undersigned authorized officer of Gigamon LLC (no registrations, state “Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”):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)Accounts, 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 (i) equipment (and any accessions, attachments, replacements or improvements thereon) that is subject to a lien securing the financing more than 66% of the purchase presently existing and hereafter arising issued and outstanding shares of such equipment (and any accessions, attachments, replacements or improvements thereon) or is leased capital stock owned by Borrower from a third party, of any Foreign Subsidiary which shares entitle the holder thereof to the extent that either Borrower is prohibited by the terms of such equipment financing or lease from granting a security interest in such equipment (vote for directors or any accessions, attachments, replacements or improvements thereon) or die granting of a security interest in favor of Bank would cause a default under such equipment financing or lease (other than to the extent that any such prohibition or default provision would be rendered ineffective pursuant to Section 9-407(a) of the Code), provided, that, upon the release of any such prohibition or default provision, such equipment (matter and any accessions, attachments, replacements or improvements thereon) shall be deemed to be Collateral hereunder and shall be subject to the security interest granted herein without any action by Borrower or Bank: (ii) more than 65% any of Borrower’s rights, title and interest in SEN Corporation, an SHI and Axcelis Company. TO: SILICON VALLEY BANK Date: FROM: Axcelis Technologies, Inc. and Axcelis Technologies CCS Corporation The undersigned authorized officer of Axcelis Technologies, Inc. and Axcelis Technologies CCS Corporation (“Borrower”) certifies that under the terms and conditions of the voting securities Loan and Security Agreement between, inter alia, 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 any Subsidiary that is not organized under the laws of the United States or any of its states; or Default, (iii3) any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Bank’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property. DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax To: ▇▇▇-▇▇▇-▇▇▇▇ Date: LOAN PAYMENT: From Account # To Account # Principal $ and or Interest $ Authorized Signature: Phone Number: Print Name/Title: LOAN ADVANCE: Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. From Account # To Account # Amount of Advance $ All Borrower’s representations and warranties in the Loan and Security Agreement are true, true and correct and complete in all material respects on the this date of the request for an advanceexcept 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: Authorized Signature: Phone Number: Print Name/Title: OUTGOING WIRE REQUEST: Deadline for same day processing is noon, Pacific Time Beneficiary Name: Amount (4) Borrower, and each of Wire: $ Beneficiary its Domestic 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 Domestic Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank: Account Number: City and State: Beneficiary Bank Transit (ABA) #: Beneficiary Bank Code (Swift. SortAttached are the required documents supporting the certification. Chip, etc.): Intermediary Bank: Transit (ABA) #: For Further Credit to: Special Instruction: Authorized Signature: 2nd Signature (if required): Print Name/Title: Print Name/Title: Telephone #: Telephone #: TO: SILICON VALLEY BANK Date: FROM: GIGAMON LLC The undersigned authorized officer of Gigamon LLC (“Borrower”) certifies that under 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 and conditions of the Loan Agreement, and Security Agreement between Borrower and Bank (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”):.
Appears in 1 contract
Sources: Loan and Security Agreement (Axcelis Technologies Inc)
EXHIBIT A – COLLATERAL DESCRIPTION. The Collateral consists of all of Borrower’s right, title and interest in and to the following personal propertyfollowing: All goods, Accounts (including health-care receivables)equipment, Equipment, Inventoryinventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles, commercial tort claimsgeneral intangibles (including payment intangibles) accounts (including health-care receivables), 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), commercial tort claims, securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and all any copyright rights, copyright applications, copyright registrations and like protections in each work of authorship and derivative work, whether published or unpublished, now owned or later acquired; any patents, trademarks, service marks and applications therefor; trade styles, trade names, any trade secret rights, including any rights to unpatented inventions, know-how, operating manuals, license rights and agreements and confidential information, now owned or hereafter acquired; or any claims for damages by way of any past, present and future infringement of any of the foregoing; and All Borrower’s Books books relating to the foregoing, 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 shall not be deemed to include (i) equipment (and any accessions, attachments, replacements or improvements thereon) that is subject to a lien securing the financing more than 65% of the purchase presently existing and hereafter arising issued and outstanding shares of such equipment (and any accessions, attachments, replacements or improvements thereon) or is leased capital stock owned by Borrower from or any Subsidiary of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter, (ii) any copyrights (including computer programs, blueprints and drawings), copyright applications, copyright registration and like protection in each work of authorship and derivative work thereof, whether published or unpublished, now owned or hereafter acquired; any design rights; any patents, patent applications and like protections including without limitation improvements, divisions, continuations, renewals, reissues, extensions and continuations-in-part of the same, trademarks, servicemarks and applications therefor, whether registered or not, except that the Collateral shall include all accounts, license and royalty fees and other revenues, proceeds, or income arising out of or relating to any of the foregoing, or (iii) any interest of Borrower as a third partylessee or licensee under a lease, to the extent that either license, sublicense or any agreement if Borrower is prohibited by the terms of such equipment financing lease, license, sublicense or lease agreement from granting a security interest in such equipment interest (and such prohibition is legally enforceable) or under which such an assignment or Lien would cause a legally enforceable default to occur under such lease, license, sublicense or any accessionsagreement. Borrower and Bank are parties to that certain negative pledge arrangement whereby Borrower, attachmentsin connection with Bank’s loan(s) to Borrower, replacements or improvements thereon) or die granting of has agreed not to sell, transfer, assign, mortgage, pledge, lease grant a security interest in favor of Bank would cause a default under such equipment financing in, or lease (other than to the extent that any such prohibition or default provision would be rendered ineffective pursuant to Section 9-407(a) of the Code), provided, that, upon the release of any such prohibition or default provision, such equipment (and any accessions, attachments, replacements or improvements thereon) shall be deemed to be Collateral hereunder and shall be subject to the security interest granted herein without any action by Borrower or Bank: (ii) more than 65% of the voting securities of any Subsidiary that is not organized under the laws of the United States or encumber any of its states; or (iii) any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such intellectual property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of without Bank’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Propertyprior written consent. DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME TIME* Fax To: ▇▇▇-▇▇▇-▇▇▇▇ Date: LOAN PAYMENT: ULTHERA, INC. From Account # To Account # Principal $ and or and/or Interest $ Authorized Signature: Phone Number: Print Name/Title: LOAN ADVANCE: Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. From Account # To Account # Amount of Advance $ All Borrower’s representations and warranties in the Second Amended and Restated Loan and Security Agreement are true, correct and complete in all material respects on the date of the request for an advance; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date: Authorized Signature: Phone Number: Print Name/Title: OUTGOING WIRE REQUEST: Deadline for same day processing is noon, Pacific Time Beneficiary Name: Amount of Wire: $ Beneficiary Bank: Account Number: City and State: Beneficiary Bank Transit (ABA) #: Beneficiary Bank Code (Swift. , Sort. , Chip, etc.): Intermediary Bank: Transit (ABA) #: For Further Credit to: Special Instruction: Authorized Signature: 2nd Signature (if required): Print Name/Title: Print Name/Title: Telephone #: Telephone #: TO: SILICON VALLEY BANK Date: FROM: GIGAMON LLC The undersigned authorized officer of Gigamon LLC (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”):* Unless otherwise provided for an Advance bearing interest at LIBOR.
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 propertyproperty (excluding that certain investment account (Account Number ▇▇▇▇▇▇▇▇) of Borrower at ▇▇▇▇▇ Fargo Bank, National Association), supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and all Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, the Collateral does not include (i) equipment (and any accessions, attachments, replacements or improvements thereon) that is subject to a lien securing the financing of the purchase of such equipment (and any accessions, attachments, replacements or improvements thereon) or is leased by Borrower from a third party, to the extent that either Borrower is prohibited by the terms of such equipment financing or lease from granting a security interest in such equipment (or any accessions, attachments, replacements or improvements thereon) or die granting of a security interest in favor of Bank would cause a default under such equipment financing or lease (other than to the extent that any such prohibition or default provision would be rendered ineffective pursuant to Section 9-407(a) of the Code), provided, that, upon the release of any such prohibition or default provision, such equipment (and any accessions, attachments, replacements or improvements thereon) shall be deemed to be Collateral hereunder and shall be subject to the security interest granted herein without any action by Borrower or Bank: (ii) more than 65% of the voting securities presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary that is not organized under which shares entitle the laws of the United States holder thereof to vote for directors or any of its states; or (iii) any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Propertyother matter. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Bank’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property. DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax To: ▇▇▇-▇▇▇-Silicon Valley Bank ▇▇▇▇ Date▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: LOAN PAYMENTCorporate Services Department Re: From Account # To Account # Principal $ and or Interest $ Authorized Signature: Phone Number: Print Name/Title: LOAN ADVANCE: Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. From Account # To Account # Amount of Advance $ All Borrower’s representations and warranties in the Loan and Security Agreement are true, correct and complete in all material respects on the date of the request for an advance; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects dated as of such date: Authorized Signature: Phone Number: Print Name/Title: OUTGOING WIRE REQUEST: Deadline for same day processing is noonSeptember 13, Pacific Time Beneficiary Name: Amount of Wire: $ Beneficiary Bank: Account Number: City 2010 (as amended, modified, supplemented or restated from time to time, the “Loan Agreement”), by and State: Beneficiary Bank Transit (ABA) #: Beneficiary Bank Code (Swift. Sort. Chip, etc.): Intermediary Bank: Transit (ABA) #: For Further Credit to: Special Instruction: Authorized Signature: 2nd Signature (if required): Print Name/Title: Print Name/Title: Telephone #: Telephone #: TO: SILICON VALLEY BANK Date: FROM: GIGAMON LLC The undersigned authorized officer of Gigamon LLC between Cray Inc. (“Borrower”), and Silicon Valley Bank (“SVB”) certifies that under Ladies and Gentlemen: The undersigned refers to the Loan Agreement, the terms defined therein and conditions used herein as so defined, and hereby gives you notice irrevocably, pursuant to Section 3.5 of the Loan and Security Agreement between Borrower and Bank (the “Agreement”):, of its request for an Advance.
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 does not include (i) equipment (and any accessions, attachments, replacements or improvements thereon) that is subject to a lien securing the financing of the purchase of such equipment (and any accessions, attachments, replacements or improvements thereon) or is leased by Borrower from a third party, to the extent that either Borrower is prohibited by the terms of such equipment financing or lease from granting a security interest in such equipment (or any accessions, attachments, replacements or improvements thereon) or die granting of a security interest in favor of Bank would cause a default under such equipment financing or lease (other than to the extent that any such prohibition or default provision would be rendered ineffective pursuant to Section 9-407(a) of the Code), provided, that, upon the release of any such prohibition or default provision, such equipment (and any accessions, attachments, replacements or improvements thereon) shall be deemed to be Collateral hereunder and shall be subject to the security interest granted herein without any action by Borrower or Bankinclude: (iia) more than 65% of the voting securities presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary that is not organized under which shares entitle the laws holder thereof to vote for directors or any other matter, (b) the Pledged ARS or (c) the outstanding shares of capital stock of the United States or any of its states; or (iii) any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual PropertyInactive Subsidiaries. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Bank’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property. DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax To: ▇▇▇-▇▇▇-▇▇▇▇ Date: LOAN PAYMENT: From Account # To Account # Principal $ and or Interest $ Authorized Signature: Phone Number: Print Name/Title: LOAN ADVANCE: Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. From Account # To Account # Amount of Advance $ All Borrower’s representations and warranties in the Loan and Security Agreement are true, correct and complete in all material respects on the date of the request for an advance; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date: Authorized Signature: Phone Number: Print Name/Title: OUTGOING WIRE REQUEST: Deadline for same day processing is noon, Pacific Time Beneficiary Name: Amount of Wire: $ Beneficiary Bank: Account Number: City and State: Beneficiary Bank Transit (ABA) #: Beneficiary Bank Code (Swift. Sort. Chip, etc.): Intermediary Bank: Transit (ABA) #: For Further Credit to: Special Instruction: Authorized Signature: 2nd Signature (if required): Print Name/Title: Print Name/Title: Telephone #: Telephone #: TO: SILICON VALLEY BANK DateOne Newton Executive Park, Suite 200 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: FROM▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇ RE: GIGAMON LLC The undersigned authorized officer Loan and Security Agreement dated as of Gigamon LLC February 12, 2010 (as amended, modified, supplemented or restated from time to time, the “Loan Agreement”), by and between Mercury Computer Systems, Inc. (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Silicon Valley Bank (the “Bank”) Ladies and Gentlemen: The undersigned refers to the Loan Agreement”):, the terms defined therein and used herein as so defined, and hereby gives you notice irrevocably, pursuant to Section 3.4(a) of the Loan Agreement, of the borrowing of an Advance and/or Acquisition Loan.
Appears in 1 contract
Sources: Loan and Security Agreement (Mercury Computer Systems Inc)
EXHIBIT A – COLLATERAL DESCRIPTION. The Collateral consists of all of Borrower’s Borrowers’ right, title and interest in and to the following personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles, commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and all All Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, the Collateral does not include any of the following, whether now owned or hereafter acquired: (i) equipment more than sixty-five percent (and any accessions, attachments, replacements or improvements thereon) that is subject to a lien securing the financing of the purchase of such equipment (and any accessions, attachments, replacements or improvements thereon) or is leased by Borrower from a third party, to the extent that either Borrower is prohibited by the terms of such equipment financing or lease from granting a security interest in such equipment (or any accessions, attachments, replacements or improvements thereon) or die granting of a security interest in favor of Bank would cause a default under such equipment financing or lease (other than to the extent that any such prohibition or default provision would be rendered ineffective pursuant to Section 9-407(a65%) of the Code)issued and outstanding capital stock, providedmembership units or other securities owned or held of record by any Borrower in WaferGen Malaysia, that, upon the release WaferGen Luxemburg or any other Subsidiary of any such prohibition or default provision, such equipment (and any accessions, attachments, replacements or improvements thereon) shall be deemed to be Collateral hereunder and shall be subject to the security interest granted herein without any action by a Borrower or Bank: Subsidiary which (iia) more than 65% of the voting securities of any Subsidiary that is not an entity organized under the laws of the United States or any territory thereof and (b) does not at any time have cash and/or book value assets in excess of its statesFifty Thousand Dollars ($50,000); (ii) property (including any attachments, accessions or replacements) that is subject to a Lien that is permitted pursuant to clause (a) or clause (c) of the definition of Permitted Liens, if the grant of a security interest with respect to such property pursuant to this Agreement would be prohibited by the agreement creating such Permitted Lien or would otherwise constitute a default thereunder, provided that such property will be deemed “Collateral” hereunder upon the termination and release of such Permitted Lien; and (iii) any copyright rights, copyright applications, copyright registrations and like protections in each work of authorship and derivative work, whether published or unpublished; any patents, patent applications and like protections, including improvements, divisions, continuations, renewals, reissues, extensions, and continuations-in-part of the same; trademarks, trade names, service marks, mask works, rights of use of any name or domain names and, to the extent permitted under applicable law, any applications therefor, whether registered or not; and the goodwill of the business of Borrower connected with and symbolized thereby, know-how, operating manuals, trade secret rights, clinical and non-clinical data, rights to unpatented inventions; and any claims for damage by way of any past, present, or future infringement of any of the foregoing (collectively, the “Intellectual Property”); provided, however, the Collateral shall include all Accounts Accounts, license and all proceeds royalty fees and other revenues, proceeds, or income arising out of or relating to any of the foregoing. Pursuant to the terms of a certain negative pledge arrangement with Lender, Borrower has agreed not to encumber any of its Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Bank’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property. DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax ToTO: ▇▇▇-▇▇▇-▇▇▇▇ OXFORD FINANCE CORPORATION Date: LOAN PAYMENT: From Account # To Account # Principal $ and or Interest $ Authorized Signature: Phone Number: Print Name/Title: LOAN ADVANCE: Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. From Account # To Account # Amount of Advance $ All Borrower’s representations and warranties in the Loan and Security Agreement are true, correct and complete in all material respects on the date of the request for an advance; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date: Authorized Signature: Phone Number: Print Name/Title: OUTGOING WIRE REQUEST: Deadline for same day processing is noon, Pacific Time Beneficiary Name: Amount of Wire: $ Beneficiary Bank: Account Number: City and State: Beneficiary Bank Transit (ABA) #: Beneficiary Bank Code (Swift. Sort. Chip, etc.): Intermediary Bank: Transit (ABA) #: For Further Credit to: Special Instruction: Authorized Signature: 2nd Signature (if required): Print Name/Title: Print Name/Title: Telephone #: Telephone #: TO: SILICON VALLEY BANK Date: ___________________ FROM: GIGAMON LLC WAFERGEN, INC. The undersigned authorized officer of Gigamon LLC WAFERGEN, INC., for itself and on behalf of WAFERGEN BIO-SYSTEMS, INC. (collectively, “Borrower”) hereby certifies that under in accordance with the terms and conditions of the Loan and Security Agreement between Borrower and Bank Lender (the “Agreement”):),
Appears in 1 contract
Sources: Loan and Security Agreement (WaferGen Bio-Systems, Inc.)
EXHIBIT A – COLLATERAL DESCRIPTION. The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General IntangiblesIntangibles (except as provided below), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and all Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, the Collateral does not include include: (i) equipment property (and any all substitutions, accessions, additions, attachments, replacements or improvements thereonaccessories, improvements, replacements, products and proceeds thereto) that is subject to a lien securing the financing described in clause (c) of the purchase definition of such equipment (and any accessions, attachments, replacements or improvements thereon) or is leased by Borrower from a third party, to Permitted Liens in which the extent that either Borrower is prohibited by the terms of such equipment financing or lease from granting a security interest in such equipment (or any accessions, attachments, replacements or improvements thereon) or die granting of a security interest in favor of Bank such property or equipment is prohibited by or would cause constitute a default under any agreement or document governing such equipment financing or lease (other than to the extent property, provided that any such prohibition or default provision would be rendered ineffective pursuant to Section 9-407(a) of the Code), provided, that, upon the release termination or lapsing of any such prohibition or default provisionprohibition, such equipment (property shall automatically be part of the Collateral; and any accessions, attachments, replacements or improvements thereon) shall be deemed to be Collateral hereunder and shall be subject to the security interest granted herein without any action by Borrower or Bank: (ii) more than sixty-five percent (65% %) of the voting securities presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary that is not organized under which shares entitle the laws of the United States holder thereof to vote for directors or any of its states; or (iii) any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Propertyother matter. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Bank’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property. DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax To: (▇▇▇-) ▇▇▇-▇▇▇▇ Date: LOAN PAYMENT: From Account # To Account # Principal $ and or and/or Interest $ Authorized Signature: Phone Number: Print Name/Title: LOAN ADVANCE: Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. From Account # To Account # Amount of Advance $ All Borrower’s representations and warranties in the Third Amended and Restated Loan and Security Agreement are true, correct and complete in all material respects on the date of the request for an advance; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date: Authorized Signature: Phone Number: Print Name/Title: OUTGOING WIRE REQUEST: Deadline for same day processing is noon, Pacific Time Beneficiary Name: Amount of Wire: $ Beneficiary Bank: Account Number: City and State: Beneficiary Bank Transit (ABA) #: Beneficiary Bank Code (Swift. , Sort. , Chip, etc.): Intermediary Bank: Transit (ABA) #: For Further Credit to: Special Instruction: Authorized Signature: 2nd Signature (if required): Print Name/Title: Print Name/Title: Telephone #: Telephone #: TO: SILICON VALLEY BANK Date: FROM: GIGAMON LLC TRUECAR, INC., ▇▇▇▇▇▇▇.▇▇▇, INC. and ALG, INC. The undersigned authorized officer of Gigamon LLC TrueCar, Inc., on behalf of TrueCar, Inc., ▇▇▇▇▇▇▇.▇▇▇, Inc. and ALG, Inc. (individually and collectively, jointly and severally, “Borrower”) certifies that under the terms and conditions of the Third Amended and Restated Loan and Security Agreement between Borrower and Bank (the “Agreement”):
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 IntangiblesIntangibles (except as provided below), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and all Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, the Collateral does not include (i) equipment more than sixty-six percent (66.0%) of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any accessionsForeign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter, attachments, replacements or improvements thereon(ii) any Equipment that is subject to a lien securing the financing Lien that is permitted pursuant to clause (c) of the purchase definition of such equipment (and any accessionsPermitted Liens, attachments, replacements or improvements thereon) or is leased by Borrower from a third party, to if the extent that either Borrower is prohibited by the terms of such equipment financing or lease from granting a security interest in such equipment (or any accessions, attachments, replacements or improvements thereon) or die granting grant of a security interest in favor of Bank with respect to such Equipment pursuant to this Agreement would cause be prohibited by the agreement creating such Permitted Lien or would otherwise constitute a default under such equipment financing or lease (other than to the extent that any such prohibition or default provision would be rendered ineffective pursuant to Section 9-407(a) of the Code)thereunder, provided, that, that such Equipment will be deemed Collateral hereunder upon the termination and release of any such prohibition or default provisionPermitted Lien, such equipment (and any accessions, attachments, replacements or improvements thereon) shall be deemed to be Collateral hereunder and shall be subject to the security interest granted herein without any action by Borrower or Bank: (ii) more than 65% of the voting securities of any Subsidiary that is not organized under the laws of the United States or any of its states; or (iii) any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Bank’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property. DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax To: ▇▇▇-▇▇▇-▇▇▇▇ Pursuant to the terms of a certain negative pledge arrangement with Bank, Borrower has agreed not to encumber any of its Intellectual Property without Bank’s prior written consent. Date: LOAN PAYMENT: From Account # To Account # Principal $ and or Interest $ Authorized Signature: Phone Number: Print Name/Title: LOAN ADVANCE: Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. From Account # To Account # Amount of Advance $ All Borrower’s representations and warranties in the Loan and Security Agreement are true___________ ___, correct and complete in all material respects on the date of the request for an advance; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date: Authorized Signature: Phone Number: Print Name/Title: OUTGOING WIRE REQUEST: Deadline for same day processing is noon, Pacific Time Beneficiary Name: Amount of Wire: $ Beneficiary Bank: Account Number: City and State: Beneficiary Bank Transit (ABA) #: Beneficiary Bank Code (Swift. Sort. Chip, etc.): Intermediary Bank: Transit (ABA) #: For Further Credit to: Special Instruction: Authorized Signature: 2nd Signature (if required): Print Name/Title: Print Name/Title: Telephone #: Telephone #: 20___ TO: SILICON VALLEY BANK Date▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: FROMCFD Operations Email: GIGAMON LLC The undersigned authorized officer ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇ ▇▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇ RE: Loan and Security Agreement dated as of Gigamon LLC November 1, 2016 (as amended, modified, supplemented or restated from time to time, the “Loan Agreement”), by and between A10 Networks, Inc., a Delaware corporation (“Borrower”), and Silicon Valley Bank, a California banking corporation (the “Bank”) certifies that under Ladies and Gentlemen: The undersigned refers to the Loan Agreement, the terms defined therein and conditions used herein as so defined, and hereby gives you notice irrevocably, pursuant to Section 3.5(a) of the Loan and Security Agreement between Borrower and Bank (Agreement, of the “Agreement”):borrowing of an Advance.
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)Accounts, 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 66% of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter. The security interest granted by Debtor to Secured Party in the Axcelis Licensed Intellectual Property (ias defined in the SEN License) equipment (and any accessions, attachments, replacements or improvements thereon) that is subject to a lien securing the financing of the purchase of such equipment (and any accessions, attachments, replacements or improvements thereon) or is leased by Borrower from a third party, license granted to the extent that either Borrower is prohibited by SEN Corporation pursuant to the terms of such equipment financing or lease from granting a security interest the SEN License in such equipment accordance with that certain Consent and Agreement dated as of March 30, 2009 among the Debtor, the Secured Party, SEN Corporation and others. TO: SILICON VALLEY BANK Date: FROM: Axcelis Technologies, Inc. and Axcelis Technologies CCS Corporation The undersigned authorized officer of Axcelis Technologies, Inc. and Axcelis Technologies CCS Corporation (or any accessions, attachments, replacements or improvements thereon“Borrower”) or die granting of a security interest in favor of Bank would cause a default certifies that under such equipment financing or lease (other than to the extent that any such prohibition or default provision would be rendered ineffective pursuant to Section 9-407(a) terms and conditions of the CodeLoan and Security Agreement between, inter alia, Borrower and Bank (the “Agreement”), provided(1) Borrower is in complete compliance for the period ending with all required covenants except as noted below, that(2) there are no Events of Default, upon the release of any such prohibition or default provision, such equipment (and any accessions, attachments, replacements or improvements thereon3) shall be deemed to be Collateral hereunder and shall be subject to the security interest granted herein without any action by Borrower or Bank: (ii) more than 65% of the voting securities of any Subsidiary that is not organized under the laws of the United States or any of its states; or (iii) any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Bank’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property. DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax To: ▇▇▇-▇▇▇-▇▇▇▇ Date: LOAN PAYMENT: From Account # To Account # Principal $ and or Interest $ Authorized Signature: Phone Number: Print Name/Title: LOAN ADVANCE: Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. From Account # To Account # Amount of Advance $ All Borrower’s representations and warranties in the Loan and Security Agreement are true, true and correct and complete in all material respects on the this date of the request for an advanceexcept 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: Authorized Signature: Phone Number: Print Name, (4) Borrower, and each of its Domestic 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 Domestic 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 Agreement. Quarterly consolidated and consolidating and financial statements with Compliance Certificate Quarterly within 45 days Yes No Annual financial statement (CPA Audited) + ▇▇ ▇▇▇ within 120 days Yes No A/Title: OUTGOING WIRE REQUEST: Deadline for same day processing is noonR & A/P Agings (including EXIM), Pacific Time Beneficiary Name: Amount of Wire: $ Beneficiary Bank: Account Number: City and State: Beneficiary Bank Transit Inventory reports Monthly within 30 days Yes No Transaction Report Monthly within 30 days (ABAbi-weekly if borrowing) #: Beneficiary Bank Code (Swift. Sort. Chip, etc.): Intermediary Bank: Transit (ABA) #: For Further Credit to: Special Instruction: Authorized Signature: 2nd Signature Yes No Monthly consolidated financial statements Monthly within 45 days (if required): Print Name/Title: Print Name/Title: Telephone #: Telephone #: TO: SILICON VALLEY BANK Date: FROM: GIGAMON LLC borrowing) Yes No The undersigned authorized officer of Gigamon LLC following Intellectual Property was registered (or a registration application submitted) after the Effective Date (if no registrations, state “BorrowerNone”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”):)
Appears in 1 contract
Sources: Loan and Security Agreement (Axcelis Technologies Inc)
EXHIBIT A – COLLATERAL DESCRIPTION. The Collateral consists of all of Borrower’s '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 '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 include: (ia) equipment (and any accessions, attachments, replacements or improvements thereon) that is subject to a lien securing the financing more than 65% of the purchase presently existing and hereafter arising issued and outstanding shares of such equipment (and any accessions, attachments, replacements or improvements thereon) or is leased capital stock owned by Borrower from of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter; (b) any interest of Borrower as a third party, lessee or sublessee under a real property lease; (c) rights held under a license that are not assignable by their terms without the consent of the licensor thereof (but only to the extent that either such transfer is unenforceable under applicable law); (d) any interest of Borrower as a lessee under an Equipment lease if Borrower is prohibited by the terms of such equipment financing or lease from granting a security interest in such equipment (lease or any accessions, attachments, replacements under which such an assignment or improvements thereon) or die granting of a security interest in favor of Bank Lien would cause a default to occur under such equipment financing or lease (other than to the extent that any such prohibition or default provision would be rendered ineffective pursuant to Section 9-407(a) of the Code), lease; provided, thathowever, that upon the release termination of any such prohibition or default provisionprohibition, such equipment (and any accessions, attachments, replacements or improvements thereon) interest shall be deemed to be immediately become Collateral hereunder and shall be subject to the security interest granted herein without any action by Borrower or Bank: (ii) more than 65% of the voting securities of any Subsidiary that is not organized under the laws of the United States or any of its states; or (iiie) any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Bank’s 's security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property. DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax To: (▇▇▇-) ▇▇▇-▇▇▇▇ Date: LOAN PAYMENT: _____________________ From Account # #________________________________ To Account # #__________________________________________________ (Deposit Account #) (Loan Account #) Principal $ and or $____________________________________ and/or Interest $ $________________________________________________ Authorized Signature: Phone Number: Print Name/Title: LOAN ADVANCE: Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. From Account # #________________________________ To Account # #__________________________________________________ (Loan Account #) (Deposit Account #) Amount of Advance $ $___________________________ All Borrower’s 's representations and warranties in the Loan and Security Agreement are true, correct and complete in all material respects on the date of the request for an advance; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date: Authorized Signature: Phone Number: Print Name/Title: OUTGOING WIRE REQUEST: Deadline for same day processing is noon, Pacific Time Beneficiary Name: _____________________________ Amount of Wire: $ Beneficiary Bank: ______________________________ Account Number: City and State: Beneficiary Bank Transit (ABA) #: Beneficiary Bank Code (Swift. , Sort. , Chip, etc.): Intermediary Bank: Transit (ABA) #: For Further Credit to: Special Instruction: Authorized Signature: ___________________________ 2nd Signature (if required): _______________________________________ Print Name/Title: ______________________________ Print Name/Title: ______________________________________________ Telephone #: Telephone #: TO: SILICON VALLEY BANK Date: FROM: GIGAMON LLC INTERMOLECULAR, INC. The undersigned authorized officer of Gigamon LLC Intermolecular, Inc. (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”):
Appears in 1 contract
EXHIBIT A – COLLATERAL DESCRIPTION. The Collateral consists of all of Borrower’s right, right title and interest in and to the following personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles, commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and all Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, the Collateral does not include (i) equipment (and any accessions, attachments, replacements or improvements thereon) that is subject to a lien securing the financing of the purchase of such equipment (and any accessions, attachments, replacements or improvements thereon) or is leased by Borrower from a third party, to the extent that either Borrower is prohibited by the terms of such equipment financing or lease from granting a security interest in such equipment (or any accessions, attachments, replacements or improvements thereon) or die granting of a security interest in favor of Bank would cause a default under such equipment financing or lease (other than to the extent that any such prohibition or default provision would be rendered ineffective pursuant to Section 9-407(a) of the Code), provided, that, upon the release of any such prohibition or default provision, such equipment (and any accessions, attachments, replacements or improvements thereon) shall be deemed to be Collateral hereunder and shall be subject to the security interest granted herein without any action by Borrower or Bank: (ii) more than 65% of the voting securities presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary that is not organized under which shares entitle the laws of the United States holder thereof to vote for directors or any of its states; or (iii) any Intellectual Property; providedother matter. IKANOS COMMUNICATIONS, however, the Collateral shall include all Accounts and all proceeds of Intellectual PropertyINC. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Bank’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property. DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax To: ▇▇▇-▇▇▇-▇▇▇▇ Date: LOAN PAYMENT: From Account # To Account # Principal $ and or Interest $ Authorized Signature: Phone Number: Print Name/Title: LOAN ADVANCE: Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. From Account # To Account # Amount of Advance $ All Borrower’s representations and warranties in the Loan and Security Agreement are true, correct and complete in all material respects on the date of the request for an advance; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date: Authorized Signature: Phone Number: Print Name/Title: OUTGOING WIRE REQUEST: Deadline for same day processing is noon, Pacific Time Beneficiary Name: Amount of Wire: $ Beneficiary Bank: Account Number: City and State: Beneficiary Bank Transit (ABA) #: Beneficiary Bank Code (Swift. Sort. Chip, etc.): Intermediary Bank: Transit (ABA) #: For Further Credit to: Special Instruction: Authorized Signature: 2nd Signature (if required): Print Name/Title: Print Name/Title: Telephone #: Telephone #: TO: SILICON VALLEY BANK Date▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: FROMCorporateServices Department RE: GIGAMON LLC The undersigned authorized officer First Amended and Restated Loan and Security Agreement dated as of Gigamon LLC October 3, 2014 (as amended, modified, supplemented or restated from time to time, the “Loan Agreement”), between IKANOS COMMUNICATIONS, INC. (“Borrower”), and SILICON VALLEY BANK (“Bank”) certifies that under Ladies and Gentlemen: The undersigned refer to the Loan Agreement, the terms defined therein and conditions used herein as so defined, and hereby give you notice irrevocably, pursuant to Section 3.5(a) of the Loan and Security Agreement between Borrower and Bank (Agreement, of the “Agreement”):borrowing of an Advance.
Appears in 1 contract
Sources: Loan and Security Agreement (Ikanos Communications, Inc.)
EXHIBIT A – COLLATERAL DESCRIPTION. The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General IntangiblesIntangibles (except as provided below), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and all All Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, the Collateral does not include (i) equipment property (and any all substitutions, accessions, additions, attachments, replacements or improvements thereonaccessories, improvements, replacements, products and proceeds thereto) that is subject to a lien securing the financing described in clause (c) of the purchase definition of such equipment (and any accessions, attachments, replacements or improvements thereon) or is leased by Borrower from a third party, to Permitted Liens in which the extent that either Borrower is prohibited by the terms of such equipment financing or lease from granting a security interest in such equipment (or any accessions, attachments, replacements or improvements thereon) or die granting of a security interest in favor of Bank such property or equipment is prohibited by or would cause constitute a default under any agreement or documents governing such equipment financing property, provided that upon the termination or lease (other than to the extent that lapsing of any such prohibition or default provision would prohibition, such property shall automatically be rendered ineffective pursuant to Section 9part of the Collateral; (ii) property that constitutes the capital stock of a controlled foreign corporation (as defined in the Internal Revenue Code of 1986, as amended) in excess of sixty-407(afive percent (65%) of the Code), provided, that, upon the release voting power of any all classes of capital stock of such prohibition or default provision, such equipment (controlled foreign corporation entitled to vote; and any accessions, attachments, replacements or improvements thereon) shall be deemed to be Collateral hereunder and shall be subject to the security interest granted herein without any action by Borrower or Bank: (ii) more than 65% of the voting securities of any Subsidiary that is not organized under the laws of the United States or any of its states; or (iii) any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Bank’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property. DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax To: ▇▇▇-▇▇▇-▇▇▇▇ Date: LOAN PAYMENT: From Account # To Account # Principal $ and or Interest $ Authorized Signature: Phone Number: Print Name/Title: LOAN ADVANCE: Complete Outgoing Wire Request section below if all or a portion Borrower has agreed not to encumber any of the funds from this loan advance are for an outgoing wireits Intellectual Property without Bank’s prior written consent. From Account # To Account # Amount of Advance $ All Borrower’s representations and warranties in the Loan and Security Agreement are true, correct and complete in all material respects on the date of the request for an advance; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date: Authorized Signature: Phone Number: Print Name/Title: OUTGOING WIRE REQUEST: Deadline for same day processing is noon, Pacific Time Beneficiary Name: Amount of Wire: $ Beneficiary Bank: Account Number: City and State: Beneficiary Bank Transit (ABA) #: Beneficiary Bank Code (Swift. Sort. Chip, etc.): Intermediary Bank: Transit (ABA) #: For Further Credit to: Special Instruction: Authorized Signature: 2nd Signature (if required): Print Name/Title: Print Name/Title: Telephone #: Telephone #: TO: SILICON VALLEY BANK Date: FROM: GIGAMON LLC IRIDEX CORPORATION The undersigned authorized officer of Gigamon LLC IRIDEX CORPORATION (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”):
Appears in 1 contract
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 TO: BIA DIGITAL PARTNERS Date: FROM: GLOBAL TELECOM & TECHNOLOGY, INC. et al. The undersigned authorized officer of Global Telecom and Technology, Inc. ( a “Borrower”) certifies that under the foregoing, the Collateral does not include (i) equipment (terms and any accessions, attachments, replacements or improvements thereon) that is subject to a lien securing the financing conditions of the purchase of such equipment Note Purchase Agreement between Borrower and Purchaser (and any accessionsthe “Agreement”), attachments, replacements or improvements thereon(1) or is leased by Borrower from a third party, to the extent that either Borrower is prohibited by in complete compliance for the terms period ending _______________ with all required covenants except as noted below, (2) there are no Events of such equipment financing or lease from granting a security interest in such equipment Default, (or any accessions, attachments, replacements or improvements thereon3) or die granting of a security interest in favor of Bank would cause a default under such equipment financing or lease (other than to the extent that any such prohibition or default provision would be rendered ineffective pursuant to Section 9-407(a) of the Code), provided, that, upon the release of any such prohibition or default provision, such equipment (and any accessions, attachments, replacements or improvements thereon) shall be deemed to be Collateral hereunder and shall be subject to the security interest granted herein without any action by Borrower or Bank: (ii) more than 65% of the voting securities of any Subsidiary that is not organized under the laws of the United States or any of its states; or (iii) any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Bank’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property. DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax To: ▇▇▇-▇▇▇-▇▇▇▇ Date: LOAN PAYMENT: From Account # To Account # Principal $ and or Interest $ Authorized Signature: Phone Number: Print Name/Title: LOAN ADVANCE: Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. From Account # To Account # Amount of Advance $ All Borrower’s representations and warranties in the Loan and Security Agreement are true, true and correct and complete in all material respects on the this date of the request for an advanceexcept 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: Authorized Signature: Phone Number: Print Name/Title: OUTGOING WIRE REQUEST: Deadline for same day processing is noon, Pacific Time Beneficiary Name: Amount (4) each Borrower, and each of Wire: $ Beneficiary Bank: Account Number: City its respective Subsidiaries, has timely filed all required tax returns and State: Beneficiary Bank Transit reports, and Borrower has timely paid all foreign, federal, state, national and local Taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement, and (ABA5) #: Beneficiary Bank Code (Swiftno 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 Purchaser. SortAttached are the required documents supporting the certification. Chip, etc.): Intermediary Bank: Transit (ABA) #: For Further Credit to: Special Instruction: Authorized Signature: 2nd Signature (if required): Print Name/Title: Print Name/Title: Telephone #: Telephone #: TO: SILICON VALLEY BANK Date: FROM: GIGAMON LLC The undersigned authorized officer of Gigamon LLC (“Borrower”) certifies that under 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 and conditions of the Loan Agreement, and Security Agreement between Borrower and Bank (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”):.
Appears in 1 contract
Sources: 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, Equipment, Inventoryinventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles, commercial tort claimsgeneral intangibles (including payment intangibles) accounts (including health-care receivables), 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), commercial tort claims, securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and all any copyright rights, copyright applications, copyright registrations and like protections in each work of authorship and derivative work, whether published or unpublished, now owned or later acquired; any patents, trademarks, service marks and applications therefor; trade styles, trade names, any trade secret rights, including any rights to unpatented inventions, know-how, operating manuals, license rights and agreements and confidential information, now owned or hereafter acquired; or any claims for damages by way of any past, present and future infringement of any of the foregoing; and All Borrower’s Books books relating to the foregoing, 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 shall not be deemed to include (ia) equipment any ownership interest in Everyday Health India Private Limited, (and b) any accessions, attachments, replacements or improvements thereon) that is subject to a lien securing the financing ownership interest in any other Foreign Subsidiary in excess of 65% of the purchase of total outstanding voting interest in such equipment Foreign Subsidiary, or (c) the Security Deposits (as defined in the Subordinated Loan and any accessionsSecurity Agreement among Borrower, attachments, replacements or improvements thereonAgent and the Lenders) or is leased by Borrower from a third party, but only to the extent that either Borrower is prohibited by the terms of such equipment financing or lease from granting a security interest in such equipment (or any accessions, attachments, replacements or improvements thereon) or die granting of a security interest lien to Agent in favor of Bank the Security Deposits would cause result in a default under such equipment financing or lease (other than to the extent that any such prohibition or default provision would be rendered ineffective pursuant to Section 9-407(a) of the Code), provided, that, upon the release of any such prohibition or default provision, such equipment (and any accessions, attachments, replacements or improvements thereon) shall be deemed to be Collateral hereunder and shall be subject to the security interest granted herein without any action by Borrower or Bank: (ii) more than 65% of the voting securities of any Subsidiary that is not organized under the laws of the United States or any of its states; or (iii) any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Propertydocuments evidencing such Security Deposits. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Bank’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property. DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax To: ▇▇▇-▇▇▇-▇▇▇▇ Date: LOAN PAYMENT: From Account # __________________________ To Account # _______________________________ Principal $ and or ______________________________ and/or Interest $ ______________________________ Authorized Signature: :__________________________ Phone Number: _____________________________ Print Name/Title: LOAN ADVANCE: _____________________________ Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. From Account # __________________________ To Account # __________________________ Amount of Advance Credit Extension: $ _____________________________ All Borrower’s representations and warranties in the Subordinated Loan and Security Agreement are true, correct and complete in all material respects on the date of the request for an advance; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date: Authorized Signature: __________________________ Phone Number: __________________________ Print Name/Title: OUTGOING WIRE REQUEST: __________________________ Deadline for same day processing is noon, Pacific Eastern Time Beneficiary Name: __________________________ Amount of Wire: $ _____________________________ Beneficiary Bank: __________________________ Account Number: ______________________________ City and State: ____________________________ Beneficiary Bank Transit (ABA) #: _____________ Beneficiary Bank Code (Swift. , Sort. , Chip, etc.): ________ Intermediary Bank: __________________________ Transit (ABA) #: __________________________ For Further Credit to: ___________________________________________________________________________________ Special Instruction: _____________________________________________________________________________________ Authorized Signature: __________________________ 2nd Signature (if required): __________________________ Print Name/Title: ______________________________ Print Name/Title: ______________________________ Telephone #: __________________________________ Telephone #: __________________________________ TO: SILICON VALLEY BANK Date: _______________ FROM: GIGAMON LLC EVERYDAY HEALTH, INC.; EVERYDAY HEALTH MEDIA, LLC; and MEDPAGE TODAY, L.L.C. The undersigned authorized officer of Gigamon LLC EVERYDAY HEALTH, INC.; EVERYDAY HEALTH MEDIA, LLC; and MEDPAGE TODAY, L.L.C. (jointly and severally, individually and collectively, “Borrower”) certifies that under the terms and conditions of the Subordinated Loan and Security Agreement between Borrower among Borrower, Agent and Bank Lenders (as amended, the “Agreement”):
Appears in 1 contract
Sources: Subordinated Loan and Security Agreement (Everyday Health, Inc.)
EXHIBIT A – COLLATERAL DESCRIPTION. The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General IntangiblesIntangibles (except as provided below), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and all Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, the Collateral does not include (i) equipment (and any accessions, attachments, replacements or improvements thereon) that is subject to a lien securing the financing of the purchase of such equipment (and any accessions, attachments, replacements or improvements thereon) or is leased by Borrower from a third party, to the extent that either Borrower is prohibited by the terms of such equipment financing or lease from granting a security interest in such equipment (or any accessions, attachments, replacements or improvements thereon) or die granting of a security interest in favor of Bank would cause a default under such equipment financing or lease (other than to the extent that any such prohibition or default provision would be rendered ineffective pursuant to Section 9-407(a) of the Code), provided, that, upon the release of any such prohibition or default provision, such equipment (and any accessions, attachments, replacements or improvements thereon) shall be deemed to be Collateral hereunder and shall be subject to the security interest granted herein without any action by Borrower or Bank: (iia) more than 65% of the voting securities presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary that is not organized a Guarantor, which shares entitle the holder thereof to vote for directors or any other matter, (b) any property (including accessions, additions, parts, replacements, fixtures, improvements and attachments thereto, and the proceeds thereof), the purchase or acquisition of which was financed by a third party that has a Permitted Lien on such property (including accessions, additions, parts, replacements, fixtures, improvements and attachments thereto, and the proceeds thereof) and was not financed by the Bank, to the extent the grant of a security interest therein is prohibited by or would constitute a default under the laws third party’s loan, lease or other financing documents, provided that upon the termination or lapsing of any such prohibition or payment in full of such third party, such property will at all times constitute Collateral, (c) any property to the United States extent that such grant of a security interest is prohibited by any Requirements of Law of a Governmental Authority except to the extent that such Requirement of Law or any of its states; the term in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination is ineffective under applicable law, or (iiid) any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Bank’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property. DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax To: ▇▇▇-▇▇▇-▇▇▇▇ Date: LOAN PAYMENT: From Account # To Account # Principal $ and or Interest $ Authorized Signature: Phone Number: Print Name/Title: LOAN ADVANCE: Complete Outgoing Wire Request section below if all or Pursuant to the terms of a portion certain negative pledge arrangement with Bank, Borrower has agreed not to encumber any of the funds from this loan advance are for an outgoing wireits Intellectual Property without Bank’s prior written consent. From Account # To Account # Amount of Advance $ All Borrower’s representations and warranties in the Loan and Security Agreement are true, correct and complete in all material respects on the date of the request for an advance; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date: Authorized Signature: Phone Number: Print Name/Title: OUTGOING WIRE REQUEST: Deadline for same day processing is noon, Pacific Time Beneficiary Name: Amount of Wire: $ Beneficiary Bank: Account Number: City and State: Beneficiary Bank Transit (ABA) #: Beneficiary Bank Code (Swift. Sort. Chip, etc.): Intermediary Bank: Transit (ABA) #: For Further Credit to: Special Instruction: Authorized Signature: 2nd Signature (if required): Print Name/Title: Print Name/Title: Telephone #: Telephone #: EXHIBIT B-1 TO: SILICON VALLEY BANK Date▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: FROMCorporate Services Department RE: GIGAMON LLC The undersigned authorized officer Loan and Security Agreement dated as of Gigamon LLC February __, 2012 (as amended, modified, supplemented or restated from time to time, the “Loan Agreement”), by and between MINDSPEED TECHNOLOGIES, INC. (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Silicon Valley Bank (the “Bank”) Ladies and Gentlemen: The undersigned refers to the Loan Agreement”):, the terms defined therein and used herein as so defined, and hereby gives you notice irrevocably, pursuant to Section 3.4(a) of the Loan Agreement, of the borrowing of Loans.
Appears in 1 contract
Sources: Loan and Security Agreement (Mindspeed Technologies, Inc)
EXHIBIT A – COLLATERAL DESCRIPTION. The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General IntangiblesIntangibles (except as provided below), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and all Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, the Collateral does not include (ia) more than sixty-five percent (65.0%) of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower in any Foreign Subsidiary or Foreign Subsidiary Holdco which shares entitle the holder thereof to vote for directors or any other matter; (b) rights held under a license that are not assignable by their terms without the consent of the licensor thereof (but only to the extent such restriction on assignment is enforceable under applicable law); (c) equipment (and any accessions, attachments, replacements or improvements thereon) that is subject to a lien securing the financing of the purchase of such equipment (and any accessions, attachments, replacements or improvements thereon) or is leased by Borrower from a third party, to the extent that either Borrower is prohibited by the terms of such equipment financing or lease from granting a security interest in such equipment (or any accessions, attachments, replacements or improvements thereon) or die granting of a security interest in favor of Bank would cause a default under such equipment financing or lease (other than to the extent that any such prohibition or default provision would be rendered ineffective pursuant to Section 9-407(a) of the Code), provided, that, upon the release of any such prohibition or default provisionlien, such equipment (and any accessions, attachments, replacements or improvements thereon) shall be deemed to be Collateral hereunder and shall be subject to the security interest granted herein without any action by Borrower or Bank: (ii) more than 65% of the voting securities of any Subsidiary that is not organized under the laws of the United States or any of its states; herein, or (iiid) any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Bank’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property. DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax ToPursuant to the terms of a certain negative pledge arrangement with Bank, Borrower has agreed not to encumber any of its Intellectual Property without Bank’s prior written consent. TO: ▇▇▇-▇▇▇-▇▇▇▇ DateSILICON VALLEY BANKDate: LOAN PAYMENTFROM: From Account # To Account # Principal $ IRHYTHM TECHNOLOGIES, INC. The undersigned authorized officer of IRHYTHM TECHNOLOGIES, INC. (“Borrower”) certifies that under the terms and or Interest $ Authorized Signature: Phone Number: Print Name/Title: LOAN ADVANCE: Complete Outgoing Wire Request section below if all or a portion conditions of the funds from this loan advance Third 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 for an outgoing wire. From Account # To Account # Amount no Events of Advance $ All Borrower’s Default, (3) all representations and warranties in the Loan and Security Agreement are true, true and correct and complete in all material respects on the this date of the request for an advanceexcept 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: Authorized Signature: Phone Number: Print Name/Title: OUTGOING WIRE REQUEST: Deadline for same day processing is noon, Pacific Time Beneficiary Name: Amount (4) Borrower, and each of Wire: $ Beneficiary 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, in each case, 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: Account Number: City and State: Beneficiary Bank Transit (ABA) #: Beneficiary Bank Code (Swift. SortAttached are the required documents supporting the certification. Chip, etc.): Intermediary Bank: Transit (ABA) #: For Further Credit to: Special Instruction: Authorized Signature: 2nd Signature (if required): Print Name/Title: Print Name/Title: Telephone #: Telephone #: TO: SILICON VALLEY BANK Date: FROM: GIGAMON LLC The undersigned authorized officer of Gigamon LLC (“Borrower”) certifies that under the attached financial statements are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes and except in the case of unaudited financial statements, for the absence of footnotes and subject to year-end adjustments. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms and conditions of the Loan Agreement, and Security Agreement between Borrower and Bank (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”):.
Appears in 1 contract
Sources: Loan and Security Agreement (iRhythm Technologies, Inc.)
EXHIBIT A – COLLATERAL DESCRIPTION. The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General IntangiblesIntangibles (except as provided below), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and all Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, the Collateral does not include (i) equipment (and any accessions, attachments, replacements or improvements thereon) that is subject to a lien securing the financing of the purchase of such equipment (and any accessions, attachments, replacements or improvements thereon) or is leased by Borrower from a third party, to the extent that either Borrower is prohibited by the terms of such equipment financing or lease from granting a security interest in such equipment (or any accessions, attachments, replacements or improvements thereon) or die granting of a security interest in favor of Bank would cause a default under such equipment financing or lease (other than to the extent that any such prohibition or default provision would be rendered ineffective pursuant to Section 9-407(a) of the Code), provided, that, upon the release of any such prohibition or default provision, such equipment (and any accessions, attachments, replacements or improvements thereon) shall be deemed to be Collateral hereunder and shall be subject to the security interest granted herein without any action by Borrower or Bank: (ii) more than 65% of the voting securities of any Subsidiary that is not organized under the laws of the United States or any of its states; or (iii) any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in Subject to Section 7.5 of the underlying Loan and Security Agreement, Borrower has agreed not to encumber any of its Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of without Bank’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Propertyprior written consent. DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME EASTERN TIME* Fax To: ▇▇▇-▇▇▇-▇▇▇▇ Date: LOAN PAYMENT: PAYMENT From Account # To Account # Principal $ and or and/or Interest $ Authorized Signature: Phone Number: Print Name/Title: LOAN ADVANCE: Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. From Account # To Account # Amount of Advance $ All Borrower’s representations and warranties in the Loan and Security Agreement are true, correct and complete in all material respects on the date of the request for an advance; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date: Authorized Signature: Phone Number: Print Name/Title: * Unless otherwise provided for an Advance bearing interest at LIBOR. OUTGOING WIRE REQUEST: Deadline for same day processing is noon, Pacific Time Beneficiary Name: Amount of Wire: $ Beneficiary Bank: Account Number: City and State: Beneficiary Bank Transit (ABA) #: Beneficiary Bank Code (Swift. , Sort. , Chip, etc.): (For International Wire Only) Intermediary Bank: Transit (ABA) #: For Further Credit to: Special Instruction: Authorized Signature: 2nd Signature (if required): Print Name/Title: Print Name/Title: Telephone #: Telephone #: TO: SILICON VALLEY BANK Date: FROM: GIGAMON LLC ELEVEN BIOTHERAPEUTICS, INC. The undersigned authorized officer of Gigamon LLC ELEVEN BIOTHERAPEUTICS, INC. (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”):
Appears in 1 contract
Sources: Loan and Security Agreement (Eleven Biotherapeutics, Inc.)