FORM OF PERFECTION CERTIFICATE. Reference is hereby made to (a) that certain Credit Agreement dated as of January 15, 2013 (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”) by and among Connecture, Inc., a Delaware corporation (“Connecture”), DestinationRX, Inc. (“DRX, and together with Connecture, each a “Borrower,” and together, the “Borrowers”), the lenders party thereto as “Lenders” (each of such Lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”), and XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Xxxxx Fargo”), in its capacity as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), and (b) that certain Guaranty and Security Agreement dated as of January 15, 2013 (as amended, restated, supplemented, or otherwise modified from time to time, the “Guaranty and Security Agreement”) by and among the Borrowers, the Subsidiaries of Borrower parties thereto as “Grantors,” and Agent.
FORM OF PERFECTION CERTIFICATE. Reference is herby made to (i) that certain First Lien Security Agreement dated as of November ___, 2006 (the “First Lien Security Agreement”), between GA EBS Merger LLC, a Delaware limited liability company (“Borrower”), MediFAX-EDI Holding Company, a Delaware corporation (“Additional Borrower”), EBS Master LLC, a Delaware limited liability company (“Holdings”), the guarantors party thereto (collectively, the “Guarantors”) and Citicorp USA, Inc., as first lien collateral agent (in such capacity, the “First Lien Collateral Agent”), (ii) that certain Second Lien Security Agreement dated as of November ___, 2006 (the “Second Lien Security Agreement” and, together with the First Lien Security Agreement, the “Security Agreements”), between Borrower, Holdings, the Guarantors and Citicorp USA, Inc., as second lien collateral agent (in such capacity, the “Second Lien Collateral Agent” and, together with the First Lien Collateral Agent, the “Collateral Agents”), (iii) that certain First Lien Credit Agreement dated as of November 16, 2006 (the “First Lien Credit Agreement”) among Borrower, Additional Borrower, Holdings, the Guarantors, the Lenders (as defined therein) and Agents named therein and (iv) that certain Second Lien Credit Agreement dated as of November 16, 2006 (the “Second Lien Credit Agreement” and , together with the First Lien Credit Agreement, the “Credit Agreements”) among Borrower, Additional Borrower, Holdings, the Guarantors, the Lenders (as defined therein) and Agents named therein. Capitalized terms used herein and not otherwise defined here shall have the respective meanings provided in the Credit Agreements. As used herein, the term “Companies” means Holdings, Borrower and each of its wholly owned, domestic Subsidiaries. The undersigned hereby certify to the Collateral Agent, after giving effect to the Transactions, as follows:
FORM OF PERFECTION CERTIFICATE. Reference is hereby made to (a) that certain Credit Agreement dated as of May ___, 2012 (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”) by and among UNIFI, INC., a New York corporation (“Parent”), and UNIFI MANUFACTURING, INC., a North Carolina corporation, as borrowers (collectively, “Borrowers”), the lenders party thereto as “Lenders” (each of such Lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, in its capacity as administrative agent for the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), and (b) that certain Guaranty and Security Agreement dated as of May ___, 2012 (as amended, restated, supplemented, or otherwise modified from time to time, the “Guaranty and Security Agreement”) by and among Parent and certain Domestic Subsidiaries of Parent parties thereto as “Grantors”, and Agent.
FORM OF PERFECTION CERTIFICATE. Reference is hereby made to (a) that certain Credit Agreement dated as of June 30, 2015 (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”) by and among POINTCLICKCARE CORP., an Ontario corporation (“Parent”), WESCOM SOLUTIONS INC., an Ontario corporation, as a borrower (“Borrower”); the lenders party thereto as “Lenders” (each of such Lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”), and XXXXX FARGO CAPITAL FINANCE CORPORATION CANADA (“Xxxxx Fargo”), in its capacity as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”) and sole lender, (b) that certain US Guaranty and Security Agreement dated as of June 30, 2015 (as amended, restated, supplemented, or otherwise modified from time to time, the “US Guaranty and Security Agreement”), and (c) that certain Canadian Guarantee and Security Agreement dated as of June 30, 2015 (as amended, restated, supplemented, or otherwise modified from time to time, the “Canadian Guarantee and Security Agreement”; the Canadian Guarantee and Security Agreement and the US Guaranty and Security Agreement are collectively, the “Guaranty and Security Agreements” and individually, a “Guaranty and Security Agreement”) by and among Parent and the Subsidiaries and/or Affiliates of the Parent parties thereto as “Grantors”, and Agent.
FORM OF PERFECTION CERTIFICATE. The undersigned is a duly authorized officer of each of the entities listed on Schedule 1 hereto (each such entity, a “Grantor”). With reference to (i) the First-Lien Security Agreement dated as of October 2, 2012 (the “First-Lien Security Agreement”) among X. Xxxxxxxxx Enterprises, Inc. (the “Issuer”), the Guarantors party thereto and Wilmington Trust, National Association, as collateral agent (the “Collateral Agent”) and (ii) the Second-Lien Security Agreement dated as of October 2, 2012 (the “Second-Lien Security Agreement”; and, together with the First-Lien Security Agreement, the “Security Agreements”) among the Issuer, the Guarantors party thereto and the Collateral Agent (terms defined in the Security Agreements being used herein as therein defined), each of the undersigned certifies to the Collateral Agent and each other Secured Party as follows:
FORM OF PERFECTION CERTIFICATE. The undersigned, the of, a [corporation/limited liability company/limited partnership] (the “Company”), hereby certifies as follows on behalf of the Company:
FORM OF PERFECTION CERTIFICATE. Each of the undersigned, hereby certifies with reference to the Guarantee and Collateral Agreement dated as of [ ], 201[___] among Noranda Aluminum Holding Corporation, a corporation incorporated under the laws of the State of Delaware (“Holdings”), Noranda Aluminum Acquisition Corporation (the “Company”), the subsidiary guarantors referred to therein (the “Subsidiary Guarantors”, and with Holdings and the Company, the “Obligors”), and Bank of America, N.A., as Collateral Agent (the “Collateral Agent”) (terms defined therein being used herein as therein defined) to the Collateral Agent and the Secured Parties as follows:
FORM OF PERFECTION CERTIFICATE. Reference is made to the Loan, Security and Guaranty Agreement dated as of January 12, 2011, as amended (“Loan Agreement”), among Transport Corporation of America, Inc., a Minnesota corporation (“TCAM”), TCA of Ohio, Inc., a Minnesota corporation (“TCAO”), TA Logistics, Inc., a Minnesota corporation (“TA Logistics”), FV Leasing Company, a Minnesota corporation (“FV Leasing”), Southern Cal Transport, Inc. (f/k/a Saints Acquisition, Inc.), an Alabama corporation (“SoCal”), Xxxxx Leasing, LLC, an Alabama limited liability company (“Xxxxx;” TCAM, TCAO, TA Logistics, FV Leasing, SoCal and Xxxxx each, individually, a “Borrower” and, collectively, “Borrowers”), Patriot Holding Corp., a Minnesota corporation (the “Parent” and together with the Borrowers and such other persons as may from time to time be parties to the Loan Agreement as “Borrowers” and/or “Guarantors,” the “Grantors”), the lending institutions party thereto (the “Lenders”), and Bank of America, N.A., as agent for the Lenders (in such capacity, “Agent”) and as Issuing Bank. Capitalized terms used but not defined herein have the meanings set forth in the Loan Agreement. The undersigned Authorized Officers of the Grantors hereby certify to Agent, each Lender and the Issuing Bank follows:
FORM OF PERFECTION CERTIFICATE. Reference is hereby made to (a) that certain Credit Agreement dated as of March 3, 2016 (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”) by and among THE MANITOWOC COMPANY, INC., a Wisconsin corporation (“Parent”), MANITOWOC CRANES, LLC, a Wisconsin limited liability company (“Cranes”), GROVE U.S. L.L.C., a Delaware limited liability company (“Grove”), Manitowoc Crane Group Germany GmbH (“Cranes Germany”; Parent, Cranes, Grove and Cranes Germany are collectively “Borrowers” and individually, a “Borrower”), the lenders party thereto as “Lenders” (each of such Lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”), and XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Xxxxx Fargo”), in its capacity as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”) and (b) that certain Guaranty and Security Agreement dated as of 3, 2016 (as amended, restated, supplemented, or otherwise modified from time to time, the “Guaranty and Security Agreement”) by and among Parent and certain of Parent’s Subsidiaries, each as “Grantor”, and Agent.
FORM OF PERFECTION CERTIFICATE. 2017 Reference is hereby made to (i) that certain Amended and Restated Security Agreement, dated as of September 29, 2017 (the “Security Agreement”), among X.X. Xxxxxxxxx & Sons Company, a Delaware corporation (“Borrower”), the guarantors party thereto and the Administrative Agent (as hereinafter defined), (ii) that certain Pledge Agreement dated as of September 29, 2017 among the Specified Pledgors and the Administrative Agent and (ii) that certain Second Amended and Restated Credit Agreement dated as of September 29, 2017 (the “Credit Agreement”) among the Borrower, guarantors party thereto (the “Guarantors”), certain other parties thereto and Bank of America, N.A., as collateral agent and as administrative agent (in such capacities, the “Administrative Agent”). Capitalized terms used but not defined herein have the meanings assigned in the Credit Agreement. Pledged Collateral has the meaning assigned to such term in the Security Agreement. This Perfection Certificate constitutes a Perfection Certificate (as defined in the Security Agreement).
