海角黑料

Venture Debt Borrowing Request and Funding Conditions Certificate

Matter Completion Sheet

BORROWING REQUEST

Date of request: [DATE AND TIME, TIME ZONE]
Requested funding date: [DATE]
Borrower: [BORROWER LEGAL NAME], a [JURISDICTION] [ENTITY TYPE]
Lender: [LENDER LEGAL NAME] [, as agent for the Lenders]
Loan Agreement: [TITLE], dated as of [DATE], as amended by [LIST EACH AMENDMENT, CONSENT AND WAIVER BY TITLE AND DATE]
Tranche: [TRANCHE NAME AND AGREEMENT SECTION]
Advance type: [INITIAL ADVANCE / DELAYED-DRAW ADVANCE / REVOLVING ADVANCE / INCREMENTAL ADVANCE]
Request reference: [BORROWER REFERENCE NUMBER] / Version 摆鈼庐

Borrower requests an advance under the Loan Agreement on the terms stated below. Capitalized terms used but not defined in this request have the meanings given in the Loan Agreement. This request is delivered by an Authorized Representative listed on Schedule 1, is irrevocable once the contractual notice deadline passes except as stated in Section 11, and incorporates each Schedule and Exhibit attached to it.

1 Definitions and Interpretation

1.1 Defined Terms

The following terms are used in this request with the meanings below. Where a term is also defined in the Loan Agreement, the Loan Agreement definition controls and the definition below is a description only.

1.2 Interpretation

References to a Section or Schedule are to a Section or Schedule of this request unless the reference is to the Loan Agreement. “Including” means including without limitation. A requirement that a matter be “disclosed” means disclosed in writing on the relevant Schedule; a verbal disclosure, email outside this request or disclosure to a different Lender team does not satisfy the requirement. Times are stated in the time zone specified in the Loan Agreement notice provision, Section 摆搂闭, and if none, in [TIME ZONE].

2 Requested Advance

2.1 Advance Terms

2.2 Availability Arithmetic

Borrower confirms that each of the following tests is satisfied and that the supporting calculation appears on Schedule 8:

(a) Tranche test: Advance plus gross prior Advances under the Tranche, less any repayments that restore availability under the Loan Agreement, does not exceed the Tranche Commitment.

(b) Aggregate test: Advance plus all principal outstanding under every Tranche does not exceed the aggregate facility Commitment.

(c) Increment test: Advance is at least the minimum advance amount and is an integral multiple of the required increment, or equals the entire remaining Available Commitment where the Loan Agreement permits a final draw of the remainder.

(d) Period test: The requested funding date falls within the Tranche availability period, including any Milestone-triggered extension evidenced on Schedule 7.

(e) Draw-count test: Where the Loan Agreement limits the number of Advances per Tranche or per period, this Advance is number 摆鈼庐 of 摆鈼庐 permitted, Loan Agreement 摆搂闭.

(f) Debt Cap test: Aggregate indebtedness after the Advance does not exceed the Debt Cap.

If any test fails, the Advance must be reduced or re-timed before delivery; a Lender decision to fund an Advance that fails a test is a waiver requiring written authorization under Section 3.6 and does not establish a course of dealing.

2.3 Netting Instruction

If this is a revolving Advance that will repay a maturing Advance, cover an overdraft, or be applied against interest or fees due on the Funding Date, Borrower instructs Lender to net the amounts as shown on Schedule 3, Part C, and to wire only the Net Proceeds. Netting does not change the principal amount of the Advance for purposes of interest accrual, availability or the Debt Cap.

3 Notice Mechanics

3.1 Notice Period

The Loan Agreement requires a borrowing request to be received by [TIME, TIME ZONE] at least [NUMBER] Business Days before the requested funding date for [RATE OPTION] advances and [NUMBER] Business Days for [RATE OPTION] advances, Loan Agreement 摆搂闭. Borrower has delivered this request at the date and time stated in Section 2.1. A request received after the cutoff time is deemed received on the next Business Day unless Lender waives the deadline in writing under Section 3.6.

3.2 Delivery Method

This request is delivered by [EMAIL TO THE ADDRESSES BELOW WITH PDF SIGNED COPY / UPLOAD TO SECURE CHANNEL / OTHER METHOD PERMITTED BY LOAN AGREEMENT 搂]. The Loan Agreement notice provision, Section 摆搂闭, governs when a notice is effective. If the Loan Agreement permits electronic delivery only to designated addresses, a request sent to any other address is not effective even if a Lender employee acknowledges it.

3.3 Recipients

3.4 Cutoff Times and Same-Day Funding

Lender’s wire cutoff is [TIME, TIME ZONE]. A request that satisfies the notice period but is approved after the wire cutoff on the Funding Date will be funded on the next Business Day with a corresponding shift in the Funding Date, the interest start date and the first payment date, unless the parties agree otherwise in writing. Borrower should not commit Net Proceeds to a time-sensitive payment (such as payroll or a payoff with a good-through date) that assumes receipt on the requested funding date without first confirming the approved release time under Section 9.

3.5 Deficient Notice

If Lender determines that this request is incomplete, inconsistent with the Loan Agreement or unsupported by required evidence, Lender will notify the Authorized Representative identified in Section 3.3 by [TIME] on [DATE] and identify each deficiency. The notice period does not restart for a corrected request unless the Loan Agreement so provides. Lender’s failure to identify a deficiency is not a waiver of the underlying condition.

3.6 Waiver of Notice Requirements

Lender may waive the notice period, cutoff time or delivery formality only in a writing signed by a person with authority to grant waivers under the Loan Agreement, Section 摆搂闭. An email from a relationship manager stating that Lender “can work with” a late request is an accommodation, not a waiver, unless that person holds waiver authority and the email states that it is a waiver. Any waiver is recorded on Schedule 6, Part C.

4 Account and Wire Verification

4.1 Funding Only to the Scheduled Account

Funding shall be made only to the Funding Account identified on Schedule 2. Full account numbers, routing numbers, SWIFT or IBAN identifiers and intermediary-bank details must be delivered through the Secure Channel and must not appear in this request, in any email body or attachment outside the Secure Channel, or in any public, broadly circulated or website version of this form. Schedule 2 shows only the masked account identifier (last [FOUR] digits) and the Secure Channel reference.

4.2 Callback Procedure

Lender or its closing agent will verify the Funding Account before the first Advance to that account and whenever any element of the instructions has changed since the last verified Advance. Verification is made by Callback to an Authorized Representative using a Known Contact Method and following the script in Exhibit A. The Callback confirms, at minimum: beneficiary legal name; receiving bank name and location; masked account number; the Advance amount; the Funding Date; and that the Authorized Representative initiated or is aware of the request. The Callback must be made to a different individual than the person who sent the instructions where Schedule 1 lists more than one Authorized Representative.

4.3 Dual Approval

No wire of Net Proceeds may be released without approval by two individuals at Lender, one of whom must be independent of the relationship team, and the approvals must be recorded in Lender’s payment system or on Schedule 9. Borrower’s internal controls should likewise require two Authorized Representatives to approve the delivery of any new or changed instruction before it is sent to Lender. An exception to dual approval is permitted only under a written exception policy identified in the record.

4.4 Change Control

Any change to the Funding Account, beneficiary name, bank, intermediary bank or Secure Channel after the initial verification is treated as a new instruction. A change requires: (a) a written change request signed by two Authorized Representatives and delivered through the Secure Channel; (b) a Callback to an Authorized Representative other than the requester; (c) a [NUMBER]-Business-Day cooling period before the first Advance to the changed account, unless waived in writing by Lender’s operations lead for documented reasons; and (d) an updated Schedule 2 with a new version number and change history entry. A change request received by email alone, or one that asks the recipient to call a number contained in that same message, must be treated as a suspected compromise under Section 4.5 until verified.

4.5 Suspected-Compromise Stop Rule

If any Callback element cannot be confirmed, the Authorized Representative reached does not recognize the request, the instructions have changed without a compliant change request, the requesting email address differs from Schedule 1 in any character, the message contains unusual urgency or secrecy language, or either party otherwise suspects a business-email-compromise event, the following rules apply:

(a) Neither party will release or request the release of funds until the incident protocol is completed and the Secure Channel and Schedule 1 contacts are re-verified from a clean device.

(b) The party that detected the indicator will notify the other party’s designated security contact by telephone using a Known Contact Method, not by replying to the suspect message.

(c) Neither party will forward the suspect message to its own treasury or payment team as an instruction.

(d) If funds have already been released to an unverified account, Lender will immediately request a recall through its bank and the parties will notify law enforcement and their cyber insurers within the time required by their policies.

(e) Delay caused by compliance with this Section does not waive contractual deadlines, but the parties must document any agreed extension of the Funding Date, interest-period start or Milestone deadline on Schedule 6, Part C.

5 Conditions Classification

5.1 Advance Type

Select one: [INITIAL ADVANCE] [DELAYED-DRAW ADVANCE] [REVOLVING ADVANCE] [INCREMENTAL ADVANCE]. Only the Conditions Set that the Loan Agreement designates for that Advance Type applies to this request. Schedule 4 must quote or accurately summarize each applicable condition, identify its Loan Agreement section, and state the objective evidence, responsible reviewer, waiver authority and status.

5.2 Rule Against General Satisfaction Statements

No person should use a general statement that all conditions are satisfied unless the conditions matrix on Schedule 4 is complete and the signer has received the evidence reasonably necessary for the certification. Matters reserved to Lender discretion (“satisfactory to Lender,” “in Lender’s sole discretion,” “Lender shall have completed its diligence”) must be identified on Schedule 4 as Lender determinations rather than treated as Borrower-certified facts. Where the Loan Agreement requires Borrower to certify satisfaction of conditions generally, the certification is given “to the extent such conditions are within Borrower’s knowledge and control, as detailed on Schedule 4.”

5.3 Conditions That Do Not Repeat

Conditions to the initial Advance that are in the nature of one-time deliverables (executed Loan Documents, legal opinions, perfection filings, good-standing certificates, closing fees, insurance endorsements) are not conditions to later Advances unless the Loan Agreement expressly repeats them. Schedule 4, Part D, lists the initial conditions that Borrower confirms do not apply to this request so that the record shows a conscious classification rather than an omission.

6 Borrower Certifications

The undersigned certifies for Borrower, solely in an official capacity and not individually, as of the date of this request and, where the Loan Agreement requires, as of the Funding Date immediately before and after giving effect to the Advance:

6.1 Authority

The undersigned is an Authorized Representative permitted to deliver this request and to approve the Funding Account under the authority source identified on Schedule 1. The resolutions, incumbency certificate or other authority evidence listed on Schedule 1 remain in full force and have not been rescinded, modified or superseded, except as disclosed on Schedule 1. The board or other governing-body approval of the facility, dated [DATE], remains effective and either authorizes this Advance specifically or authorizes Advances up to the Debt Cap shown on Schedule 8.

6.2 Repeated Representations

The representations and warranties identified on Schedule 5 as repeating on the Funding Date are true and correct under the Repetition Standard. Schedule 5 identifies for each representation: the exact Loan Agreement section; whether it speaks only as of the closing date or repeats; any materiality, knowledge or Material Adverse Effect qualifier; any schedule that has been updated and the date of the update; and any disclosed exception. No representation is repeated merely because this certificate contains a general reference, and no representation that the Loan Agreement states is made only as of the closing date is repeated by this certificate.

6.3 No Default

[No Default or Event of Default exists on the date of this request, and none would result from the making of the Advance or the application of its proceeds] under the standard in Loan Agreement Section 摆搂闭, except the matters specifically described on Schedule 6, Part A, each of which is covered by an effective written waiver or amendment identified on Schedule 6, Part C and attached to this request. A request for or discussion of a waiver is not an effective waiver and does not permit a clean no-default certification. A Default that is within its cure period is still a Default and must be disclosed.

6.4 Use of Proceeds

Borrower intends to use the proceeds of the Advance for the purpose stated in Section 2.1 and Schedule 3, which is [GENERAL WORKING CAPITAL AND GENERAL CORPORATE PURPOSES / THE SPECIFIC PERMITTED USE]. Based on reasonable inquiry, that use is permitted by Loan Agreement Section 摆搂闭, by the board and investor approvals identified on Schedule 1, and by applicable law, and no part of the proceeds will be used for a purpose prohibited by Loan Agreement Section 摆搂闭, including [DIVIDENDS OR DISTRIBUTIONS / REPAYMENT OF SUBORDINATED DEBT / ACQUISITIONS NOT PERMITTED / PURCHASE OF MARGIN STOCK / ANY SANCTIONED PERSON OR JURISDICTION]. This certification does not predict future expenditure where funds are deposited into a general operating account, but Borrower will maintain records reasonably sufficient to trace any specially restricted use for [NUMBER] months after the Funding Date.

6.5 Milestones

Each Milestone identified on Schedule 7 as a condition to this Advance has been achieved, measured using the definition, method, period and evidence stated in the Loan Agreement and reproduced on Schedule 7. Any estimate, normalization, one-time adjustment, dispute or reliance on third-party data is disclosed on Schedule 7. A Milestone that is subject to Lender approval or verification remains pending until written approval is recorded on Schedule 7, and Borrower does not certify Lender’s approval.

6.6 Commitment and Debt Limits

The Advance is within the Available Commitment and, after giving effect to the Advance, aggregate indebtedness of Borrower and its subsidiaries does not exceed the Debt Cap. Schedule 8 shows the calculation and identifies the remaining cushion under each limit. This is a factual calculation based on Borrower’s books and the governing documents identified on Schedule 8, not a legal opinion concerning the interpretation of those documents.

6.7 Closing Deliverables and Post-Closing Items

Each deliverable listed as required for this Advance on Schedule 4 has been delivered and remains effective, or is subject to an attached written waiver or deferral identified on Schedule 6, Part C. Each post-closing item from the closing or a prior Advance that was due on or before the date of this request has been completed, or is listed on Schedule 6, Part D with its original due date, current status and any written extension.

6.8 Solvency (if required by the Loan Agreement)

[If Loan Agreement Section 摆搂闭 requires a solvency certification for each Advance:] After giving effect to the Advance and the application of its proceeds, Borrower, on a consolidated basis, is Solvent as defined in Loan Agreement Section 摆搂闭. This certification is made on the basis of Borrower’s most recent [MONTHLY / QUARTERLY] financial statements, its current cash forecast and the assumptions identified on Schedule 8, Part D, and the undersigned has no knowledge of any fact that would make those assumptions unreasonable. [If no solvency certification is required for this Advance Type:] Not applicable; the Loan Agreement requires a solvency certification only at [THE INITIAL ADVANCE].

6.9 No Material Adverse Change

Since [THE DATE OF THE MOST RECENT AUDITED FINANCIAL STATEMENTS / THE CLOSING DATE / THE DATE OF THE LAST ADVANCE], no event or circumstance has occurred that has had or would reasonably be expected to have a Material Adverse Effect as defined in Loan Agreement Section 摆搂闭. [If the Loan Agreement includes an “investor abandonment” or “lender’s reasonable judgment” clause in the Material Adverse Effect definition:] Borrower does not certify matters within Lender’s judgment and instead confirms on Schedule 6, Part B the facts within Borrower’s knowledge that are relevant to that judgment.

6.10 Matters the Officer Should Refuse to Certify

An Authorized Representative should refuse to certify, and this form is drafted so as not to request, any of the following:

(a) satisfaction of a condition that the Loan Agreement reserves to Lender’s discretion or determination;

(b) a legal conclusion, including the validity, enforceability or priority of any Loan Document or lien, or the interpretation of a governing document;

(c) a representation that the Loan Agreement states is made only as of the closing date;

(d) absence of a Default when a waiver has been requested but not granted, or granted orally or by an unauthorized person;

(e) achievement of a Milestone that has not been measured under the contractual method or that remains subject to Lender verification;

(f) a future fact, including the actual expenditure of general-purpose proceeds;

(g) the accuracy of a Lender-prepared ledger or statement, other than that it matches Borrower’s records;

(h) any matter in a personal capacity, as a guarantor or with a personal indemnity; and

(i) any matter the officer has not personally reviewed or received evidence of from a responsible person.

7 Interest Election

7.1 Election for This Advance

Borrower elects the interest option stated in Section 2.1 for the Advance. If Borrower elects a benchmark-based option, it confirms the selected option and interest period are available under Loan Agreement Section 摆搂闭 on the date of this request. If the option becomes unavailable before the Funding Date because of a benchmark-unavailability, illegality or market-disruption event under Loan Agreement Section 摆搂闭, the fallback or replacement provision in the Loan Agreement controls. Lender may not substitute a different rate, margin or period solely through its review of this form.

7.2 Later Elections

Elections for interest periods after the initial interest period, and conversions between available options, are made by delivering an Interest Election Notice in the form of Schedule 10 within the notice period stated in Loan Agreement Section 摆搂闭. If no election is timely delivered, the Loan Agreement default convention in Section 摆搂闭 applies, which is [AUTOMATIC CONTINUATION FOR THE SAME PERIOD / CONVERSION TO BASE RATE]. Borrower should calendar each election deadline on its covenant calendar.

8 Funds Flow

8.1 Reconciliation Requirement

Schedule 3 must reconcile the gross Advance to each use, fee, payoff, reserve, holdback and the Net Proceeds. Each deduction must identify its contractual basis, its payee and the evidence supporting its amount. Lender legal fees, origination or facility fees, final-payment or end-of-term fees that are prepaid, and other charges must not be deducted twice, must not exceed any cap in the Loan Agreement or fee letter, and must be calculated on a base consistent with the Loan Agreement (for example, a facility fee on the Tranche Commitment versus on the Advance amount).

8.2 Summary Funds Flow

Total sources must equal total uses. Any change after delivery of this request requires a revised, versioned Schedule 3 and, if the change affects any payee or account, repeat verification under Section 4.

9 Lender Review and Funding Confirmation

9.1 Nature of Lender Review

Lender’s review of this request and its decision to fund do not amend the Loan Agreement, validate any legal conclusion, confirm the accuracy of any Borrower certification or waive any condition, representation or Default that is not expressly waived in a writing identified on Schedule 6, Part C. Funding is not an acknowledgment that any Milestone has been achieved except as recorded on Schedule 7.

9.2 Lender Review Record

Before funding, Lender or the closing coordinator should complete the following record:

9.3 Funding Confirmation

Within [ONE] Business Day after release, Lender shall deliver to Borrower a Funding Confirmation in the form of Schedule 9 stating the gross Advance, Funding Date, value date, each fee or amount deducted, Net Proceeds wired, interest option and initial rate, interest period, first payment date, the Available Commitment after the Advance and the bank transaction reference. Borrower will compare the Funding Confirmation to this request and Schedule 3 and will notify Lender of any discrepancy within [NUMBER] Business Days under Section 10.

10 Post-Funding Reconciliation

10.1 Reconciliation Items

Within [NUMBER] Business Days after the Funding Date, Borrower and Lender will reconcile and record agreement on each of the following:

10.2 Discrepancy Resolution

A discrepancy will be escalated to the notice contacts on Schedule 1 and Section 3.3 and corrected without changing the agreed economics of the Advance. If the Lender’s ledger shows a larger principal balance, smaller Available Commitment or different rate than this request and the Funding Confirmation, the request and Funding Confirmation control until a written correction signed by both parties is issued. Neither party’s internal booking entry is evidence of the agreed terms.

10.3 Record Retention

Borrower will retain the executed request, each Schedule and Exhibit, the Callback record, the Funding Confirmation and the reconciliation record in its debt file for at least [NUMBER] years after the facility is repaid, and will update its debt schedule, capitalization records (for any warrant triggered), board reporting and accounting entries to reflect the Advance.

11 Reliance and Capacity

11.1 Reliance and Revocation

Lender may rely on this request until Borrower revokes or replaces it in writing delivered to the recipients in Section 3.3 before Lender has released funds. After the contractual notice deadline, Borrower may revoke only with Lender’s consent and may be responsible for breakage or funding costs under Loan Agreement Section 摆搂闭 if Lender has incurred them. A revised request supersedes the prior version in its entirety and must carry a new version number.

11.2 Capacity

The undersigned signs only as an officer or other Authorized Representative of Borrower and does not make a personal guaranty, representation, warranty or fiduciary undertaking. Nothing in this request creates personal liability of the undersigned to Lender under any theory other than for a certification the undersigned knows to be false when made.

11.3 No Expansion of Loan Documents

This request does not expand the Loan Documents, waive a defense, amend any term, create a representation not expressly made in the Loan Agreement or on Schedule 5, or create any obligation of Lender to fund that the Loan Agreement does not already impose. If a statement in this request conflicts with the Loan Agreement, the Loan Agreement controls and the statement is read as limited to what the Loan Agreement requires.

11.4 Counterparts and Electronic Signature

This request may be executed and delivered electronically in accordance with Loan Agreement Section 摆搂闭. A PDF of the signed request delivered through the method in Section 3.2 is an original for all purposes.

12 Signature Block

BORROWER: [BORROWER LEGAL NAME]
By: [SIGNATURE]
Name: [NAME OF AUTHORIZED REPRESENTATIVE]
Title: [TITLE]
Date and time: [DATE, TIME, TIME ZONE]
Authority source: Schedule 1, Item 摆鈼庐

Second Authorized Representative (where dual approval of wire instructions is required under Section 4.3):
By: [SIGNATURE]
Name: [NAME]
Title: [TITLE]
Date and time: [DATE, TIME, TIME ZONE]

Attachments delivered with this request: Schedules 1 through 8; waivers and amendments listed on Schedule 6, Part C; Milestone evidence listed on Schedule 7; [OTHER].

Schedule 1 鈥� Authorized Representatives

Part A 鈥� Current Authorized Representatives

Part B 鈥� Authority Source Detail

Part C 鈥� Revocations and Changes Since Last Advance

Instructions: Any person who has departed Borrower or whose role has changed must be removed from Part A and listed in Part C before the next request is delivered. A revocation is effective against Lender only when written notice is received at the address in Loan Agreement Section 摆搂闭. Lender may continue to rely on a listed Authorized Representative until it receives that notice. Known Contact Methods must be recorded through the Secure Channel and must never be supplied in the same message as a wire instruction. Full telephone numbers appear only in the secure record.

Schedule 2 鈥� Funding Account

Part A 鈥� Verified Account Information

Part B 鈥� Verification History

Part C 鈥� Change History

Instructions: Only one Funding Account may be designated for an Advance unless the Loan Agreement permits a split and each account is separately verified. If the Loan Agreement requires the Funding Account to be subject to a control agreement in Lender’s favor, confirm the agreement is in effect before requesting funds to that account; funding into an uncontrolled account may itself be a covenant breach. Any field in Part A that differs from the prior verified version must appear in Part C and triggers Section 4.4.

Schedule 3 鈥� Funds Flow and Netting

Version: 摆鈼庐 Dated: [DATE AND TIME, TIME ZONE] Prepared by: [NAME] Reviewed by Lender: [NAME AND DATE] Supersedes Version: 摆鈼庐

Part A 鈥� Sources

Part B 鈥� Uses and Deductions

Total sources (Part A) must equal total uses (Part B). Any line that is an estimate must be marked “ESTIMATE” with the date by which the final figure will be provided and the mechanism for truing up (refund to Borrower, additional deduction from a later Advance, or invoice).

Part C 鈥� Netting Mechanics (Revolving Rollovers and Same-Day Offsets)

Netting rules: (1) Netting is a payment mechanic only; the Advance is booked at its gross amount for interest, availability and Debt Cap purposes. (2) If the maturing Advance exceeds the new Advance, Borrower must wire the difference to Lender by [TIME] on the Funding Date and Lender will not release any Net Proceeds. (3) If Lender declines to fund the new Advance, the maturing Advance remains due in full on its maturity date and netting does not occur. (4) Netting of fees that are disputed is not permitted; disputed amounts must be reserved on Schedule 6 and resolved separately.

Part D 鈥� Versioning Rule

(1) Each Schedule 3 carries a version number and timestamp. Version 1 is delivered with the request. (2) Any change to any amount, payee, account, basis or timing requires a new version; strike-through edits to a circulated version are not permitted. (3) A new version that changes a payee or account triggers repeat Callback verification under Section 4.4 for that payee. (4) Lender funds only against the version it has countersigned or acknowledged in writing; the version number appears on the Funding Confirmation. (5) Superseded versions are retained in the file but marked “SUPERSEDED 鈥� DO NOT FUND.”

Schedule 4 鈥� Funding Conditions Matrix

Advance Type for this request: [INITIAL / DELAYED-DRAW / REVOLVING / INCREMENTAL]. Complete only the Part that applies; mark the others “Not applicable to this Advance Type.” Status values: Satisfied, Waived in Writing (identify Schedule 6, Part C item), Lender Determination (not a Borrower certification), Open, Not Applicable.

Part A 鈥� Initial Advance Conditions

Part B 鈥� Delayed-Draw Advance Conditions

Part C 鈥� Revolving Advance Conditions

Part D 鈥� Initial Conditions Confirmed Not to Repeat for This Advance

Schedule 5 鈥� Repeated Representations Matrix

Repetition Standard (copy exactly from Loan Agreement Section 摆搂闭): “摆鈼庐”

Measurement time: [DATE OF REQUEST AND FUNDING DATE, IMMEDIATELY BEFORE AND AFTER GIVING EFFECT TO THE ADVANCE]

Part A 鈥� Representations That Typically Repeat on Each Advance

Part B 鈥� Representations That Typically Do Not Repeat (Closing-Date Only)

Part C 鈥� Schedule Updates Delivered With This Request

Instructions: Enter “Yes,” “No” or “Closing only” in the Repeats column based on the Loan Agreement text, not on this master. Where the Loan Agreement permits updated schedules at each Advance, list each update in Part C and state whether Lender’s acceptance is required for the update to cure the representation. A representation that a schedule is “true and complete” repeats as to the most recently delivered version of that schedule unless the Loan Agreement says otherwise.

Schedule 6 鈥� Default, Disclosure and Overdue Post-Closing Items

Part A 鈥� Defaults and Events of Default

Part B 鈥� Potential Defaults, Material Adverse Effect Facts and Other Disclosures

Instructions for Part B: Disclose any fact that a reasonable lender would consider relevant to the no-default or Material Adverse Effect certification even if Borrower concludes no Default exists. Describe facts, state Borrower’s position separately, and do not characterize the Lender’s view. A disclosure in Part B does not concede a Default and does not waive any Borrower position.

Part C 鈥� Waivers, Amendments, Consents and Extensions

Rules for Part C: (1) A waiver that is “Requested, not granted” does not permit a clean certification in Section 6.3; the underlying matter must appear in Part A as uncured. (2) A waiver granted orally, by email from a person without authority, or by course of dealing is recorded as “not effective” and treated as not granted. (3) A waiver is effective only for the matters, sections and periods stated in it; a waiver of a covenant breach for one test period does not waive the next. (4) A notice-period waiver under Section 3.6 and any Funding Date extension under Section 4.5(e) are recorded here. (5) If the Loan Agreement requires a fee or condition for the waiver, record whether it has been satisfied.

Part D 鈥� Overdue Post-Closing Items From Closing or Prior Advances

Instructions for Part D: An overdue post-closing item is typically both a covenant breach (and therefore a Default) and, under many agreements, an express condition to further Advances. If any item is overdue without a written extension, it must also appear in Part A. Items blocked by a third party (for example, a bank that has not returned a control agreement) are still overdue unless the Loan Agreement excuses delays outside Borrower’s control.

Schedule 7 鈥� Milestone Evidence

Tranche: 摆鈼庐 Milestone condition section: Loan Agreement 摆搂闭 Milestone deadline: [DATE] Verification right: [LENDER MAY VERIFY / LENDER APPROVAL REQUIRED / SELF-CERTIFIED]

Part A 鈥� Milestone Matrix

Part B 鈥� Worked Example Rows (illustrative only; replace with actual Loan Agreement definitions)

Part C 鈥� Milestone Failure or Partial Achievement

Instructions: Copy the Milestone definition verbatim from the Loan Agreement; do not paraphrase. State every adjustment, estimate, exclusion and judgment call, including those that favor Borrower, so that the Lender’s verification can focus on the disclosed items. Where the definition includes a Lender-acceptability standard, mark the status “Lender Determination Required” and do not certify achievement. Attach the evidence in the order listed and reference each document by title and date.

Schedule 8 鈥� Commitment Availability and Debt-Limit Calculation

As of: [DATE OF REQUEST] Prepared by: [NAME, TITLE] Lender ledger reference: [STATEMENT DATED 鈼廬

Part A 鈥� Tranche Availability

Part B 鈥� Aggregate Facility Availability

Part C 鈥� Debt Cap Calculation

Consent obtained where limit would otherwise be exceeded: [NONE REQUIRED / CONSENT OF 鈼� DATED 鈼� ATTACHED]

Part D 鈥� Indebtedness Inventory After This Advance

Solvency assumptions (if Section 6.8 applies): cash forecast dated 摆鈼庐; assumed equity closings $摆鈼庐 on 摆鈼庐; assumed collections $摆鈼庐; assumptions reviewed by 摆鈼庐.

Instructions: Attach the Lender’s most recent commitment or loan statement and reconcile any difference between it and Borrower’s ledger before delivering this request. Read each limit’s definition of “indebtedness” separately; charter definitions often exclude trade payables and equipment leases while investor-agreement definitions may not. Where a limit is expressed as a formula (for example, a multiple of ARR or a percentage of total assets), show the inputs and their source. If any limit would be exceeded, the Advance must be reduced or the required consent obtained and attached before delivery.

Schedule 9 鈥� Lender Funding Confirmation

(Form to be completed and returned by Lender within [ONE] Business Day after release of funds under Section 9.3.)

To: [BORROWER LEGAL NAME], attention [AUTHORIZED REPRESENTATIVE]
From: [LENDER LEGAL NAME], [LOAN OPERATIONS]
Re: Funding Confirmation 鈥� Borrowing Request Reference 摆鈼庐, Version 摆鈼庐, dated [DATE]
Loan Agreement: [TITLE AND DATE]

Lender confirms that it has funded the Advance requested in the above-referenced Borrowing Request on the following terms:

This confirmation records the terms on which Lender funded the Advance for reconciliation purposes under Section 10. It does not amend the Loan Agreement, waive any condition or Default not expressly identified above, or constitute an acknowledgment that any Milestone has been achieved except as recorded on Schedule 7. In the event of a conflict between this confirmation and the Loan Agreement, the Loan Agreement controls.

LENDER: [LENDER LEGAL NAME]
By: [SIGNATURE]
Name: 摆鈼庐
Title: 摆鈼庐
Date and time: 摆鈼庐

Borrower acknowledgment of receipt and reconciliation (Section 10): [NAME, DATE] 鈥� [AGREED / DISCREPANCY NOTED, SEE ATTACHED]

Schedule 10 鈥� Interest Election Notice

(Standalone form for interest-period continuations and conversions after the initial election; deliver within the notice period in Loan Agreement Section 摆搂闭.)

Date of notice: [DATE AND TIME, TIME ZONE]
To: [LENDER LEGAL NAME], [LOAN OPERATIONS AND RELATIONSHIP MANAGER ADDRESSES PER SECTION 3.3]
From: [BORROWER LEGAL NAME]
Loan Agreement: [TITLE AND DATE, AS AMENDED]
Election reference: 摆鈼庐

Borrower, by its undersigned Authorized Representative, gives notice under Loan Agreement Section 摆搂闭 of the following interest election:

Borrower confirms that: (a) the elected option and period are available under the Loan Agreement; (b) [no Default or Event of Default exists, if the Loan Agreement conditions continuation at a benchmark rate on the absence of a Default 鈥� delete if not applicable]; (c) this notice is delivered within the required notice period; and (d) if the elected benchmark is unavailable or a benchmark-transition event has occurred, the fallback in Loan Agreement Section 摆搂闭 applies and Lender will notify Borrower of the resulting rate. This notice makes no representation other than those expressly stated, is delivered solely in the undersigned’s official capacity, and does not amend the Loan Agreement.

If no timely election is delivered, Borrower acknowledges that the Loan Agreement default convention in Section 摆搂闭 applies: [AUTOMATIC CONTINUATION FOR THE SAME PERIOD / CONVERSION TO BASE RATE].

BORROWER: [BORROWER LEGAL NAME]
By: [SIGNATURE]
Name: 摆鈼庐
Title: 摆鈼庐
Schedule 1 reference: Item 摆鈼庐

Lender acknowledgment: Received [DATE AND TIME] by [NAME]; election [ACCEPTED / REJECTED FOR THE FOLLOWING REASON: 鈼廬; resulting all-in rate 摆鈼庐% for period [DATE] to [DATE].

Exhibit A 鈥� Wire-Verification Callback Script

Purpose: This script is used by Lender or its closing agent when verifying the Funding Account under Section 4.2 and whenever instructions have changed under Section 4.4. It is also used by Borrower when verifying any payee account it will fund from Net Proceeds. Complete every field; do not skip elements because the caller knows the person being called.

Part A 鈥� Pre-Call Checklist (caller completes before dialing)

Part B 鈥� Call Script

Caller: “This is [NAME] from [LENDER OR CLOSING AGENT]. I am calling [AUTHORIZED REPRESENTATIVE NAME] at the telephone number we have on file to verify wire instructions for a funding under the [BORROWER LEGAL NAME] loan facility. Am I speaking with [NAME]?”

If not the named person, or if the call is answered by an assistant who offers to relay: end the call and retry the Known Contact Method; do not accept a call-back number offered by the person who answered.

Caller: “Please confirm your title and that you are authorized to approve wire instructions for [BORROWER LEGAL NAME].” Record response: 摆鈼庐

Caller: “Are you aware of a borrowing request dated [DATE] in the amount of [AMOUNT] with a requested funding date of [DATE]?” Record response: 摆鈼庐

Caller: “I am going to read the beneficiary name and bank name from our records. Please confirm each is correct. I will not read the full account number; instead, please tell me the last four digits of the account to which funds should be sent.”

Caller: “Have you or anyone at the company received any communication in the past [NUMBER] days asking to change wire instructions, requesting urgency or confidentiality, or purporting to come from us or your counsel that you did not expect?” Record response: 摆鈼庐

Caller: “Thank you. I am recording this verification at [TIME, TIME ZONE]. If anything changes before funding, we will require a new verification by telephone to a Schedule 1 contact. Please do not act on any email that claims our instructions have changed.”

Part C 鈥� Post-Call Record

Part D 鈥� Red Flags Requiring the Stop Rule (Section 4.5)

Invoke the stop rule and do not release funds if any of the following occurs: the person reached does not recognize the request or the amount; any element does not match; the last four digits stated differ from Schedule 2; the Representative is unreachable at the Known Contact Method and someone else offers to “confirm on their behalf”; the Representative asks the caller to use a different number “going forward” during the same call; the instruction being verified arrived with urgency, secrecy or “the CFO is traveling” language; the sending email domain differs from the Schedule 1 domain by any character, including look-alike characters; the instruction changes the beneficiary name to a person, a title company, a “payment processor” or any entity other than Borrower; or the receiving bank is in a jurisdiction unrelated to Borrower’s operations.

Website Posting README 鈥� Not Part of the Agreement

What this form is for

This form coordinates a venture-debt draw from the borrower’s request through notice mechanics, wire verification, condition classification, officer certification, funds-flow reconciliation, funding and ledger reconciliation. It replaces the one-paragraph borrowing request found in most loan agreement exhibits with a schedule-driven record in which each condition, representation, Default, Milestone and limit is identified, evidenced and classified. It reduces the risk that a short email request unintentionally repeats every representation, certifies a lender’s discretionary determination, omits a condition, overstates availability, breaches a charter debt limit or sends funds under compromised instructions. Schedules 9 and 10 give the borrower a form of funding confirmation to request from the lender and a standalone interest election notice for later periods.

Completion checklist

• Classify the advance (initial, delayed-draw, revolving, incremental) and populate only the Schedule 4 Part that applies; list non-repeating initial conditions in Part D.
• Copy the exact Repetition Standard, no-default standard and Material Adverse Effect definition from the signed Loan Agreement into Sections 6.2, 6.3 and 6.9 and Schedule 5.
• Complete Schedule 8 before every advance: tranche math, aggregate math, board cap, charter limit, investor-agreement limit and permitted-debt baskets; attach the lender’s latest statement.
• Verify authority on Schedule 1, including revocations since the last advance and the Known Contact Method for each representative.
• Keep full banking instructions in the Secure Channel only; complete Exhibit A for the first advance and for every change.
• Reconcile every fee and deduction on Schedule 3 to its basis document, label estimates, and version the schedule.
• Disclose every Default, potential Default, pending waiver and overdue post-closing item on Schedule 6; never certify no-default on an unsigned waiver.
• Copy Milestone definitions verbatim to Schedule 7 and disclose every adjustment and judgment call.
• Request the Schedule 9 Funding Confirmation and reconcile within the Section 10 period; calendar each Schedule 10 election deadline.
• Preserve the released version, evidence, Callback record and Funding Confirmation in the debt file.

AI completion prompt

Three pass review

Pass 1 Completeness. Confirm advance type, amount, availability math, notice timing, rate election, use of proceeds, account verification, applicable conditions, repeating representations, default and waiver status, milestones, debt limits, funds flow reconciliation, signatures and attachments; confirm every Schedule and Exhibit referenced in the body is attached and populated.
Pass 2 Risk. Test a compromised email, a changed instruction received the day before funding, a request after the cutoff, an unavailable benchmark, a disputed milestone, a waiver requested but not granted, an overdue control agreement, a charter debt limit consumed by other debt, a facility fee calculated on the wrong base, a departed officer still on Schedule 1, and a general “all conditions satisfied” sentence certifying lender discretion.
Pass 3 Publication. Remove account data, telephone numbers, parties, amounts, contacts, transaction references, evidence links and private evidence while preserving the blank control structure, drafting notes and worked-example rows.

Attorney review warning

This form must be conformed to the signed loan agreement and its amendments before any use. It is not an independent funding right, waiver, legal opinion or personal officer certification, and completing it does not establish that any condition has been satisfied or that any advance will be funded. The drafting notes describe typical market positions and are not advice about any particular facility. An attorney admitted in the relevant jurisdiction should review every certification, schedule and exception before delivery.