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. 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. 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. 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. 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. 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. GUARANTEE AND COLLATERAL AGREEMENT (this "Agreement"), dated as of January 3, 2005, among THE DRESS BARN, INC., a Connecticut corporation, the subsidiaries of THE DRESS BARN, INC. identified herein and JPMORGAN CHASE BANK, N.A. ("JPMCB"), as Collateral Agent (in such capacity, the "Collateral Agent"). Reference is made to the Credit Agreement dated as of January 3, 2005 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among The Dress Barn, Inc. (the "Borrower"), the Lenders party thereto and JPMCB, as Administrative Agent. The Lenders have agreed to extend credit to the Borrower subject to the terms and conditions set forth in the Credit Agreement. The obligations of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. The Subsidiary Parties (as defined below) are affiliates of the Borrower, will derive substantial benefits from the extension of credit to the Borrower pursuant to the Credit Agreement and are willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows:
FORM OF PERFECTION CERTIFICATE. June 2, 2021
