Form 9-22

Perfection Certificate

Basic Information

Date:

Borrower:

Borrower’s Mailing Address:

Guarantor[s]:

[Guarantor’s/Gurantors’] Mailing Address[es]:

Secured Party:

Secured Party’s Mailing Address:

The undersigned, [title] of [name of borrower/guarantor] (the “Company”), hereby rep­resents and warrants to you on behalf of the Company as follows:

A.Names of the Company

A.1.The name of the Company as it appears in its current [Articles/Certificate of Incorporation/Operating Agreement/Certificate of Formation] as in effect on this date is ______________________________________.

A.2.The federal employer identification number of the Company is ______________________________________.

A.3.The Company is formed under the laws of the [State/Country] of [Texas/[state]/[country]].

A.4.The organizational identification number of the Company issued by its jurisdic­tion of formation is ________________.

A.5.The Company transacts business in the following jurisdictions: [list jurisdic­tions other than jurisdiction of formation].

A.6.The Company is duly qualified to transact business as a foreign entity in the fol­lowing jurisdictions: [list jurisdictions other than jurisdiction of formation].

A.7.The following is a list of all other names (including fictitious names, d/b/a’s, trade names, or similar names, as well as former legal names) currently used by the Company or used within the past five years:

A.8.The following is a list of the names of all entities that have been merged into the Company during the past five years:

A.9.The following is a list of the names and addresses of all entities from which the Company has acquired any personal property in transactions not in the ordinary course of business during the past five years, together with the acquisition dates and the types of per­sonal property acquired (e.g., equipment, inventory, etc.):

B. Parent and Subsidiaries of the Company

B.1.A “parent” is an entity owning more than 50 percent of the outstanding capital stock of the Company.

B.2.A “subsidiary” is an entity of which 50 percent or more of the outstanding capi­tal stock is owned by the Company.

B.3.The legal name and information of any parent and each subsidiary of the Com­pany are as follows:

B.4.The following is a list of all other names (including fictitious names, d/b/a’s, trade names, or similar names, as well as former legal names) currently used by each subsidi­ary of the Company or used within the past five years:

B.5.The following is a list of the names of all the corporations that have been merged into a subsidiary of the Company during the past five years:

B.6.The following is a list of the names and addresses of all entities from which each subsidiary of the Company has acquired any personal property in a transaction not in the ordinary course of business during the past five years, together with the date of the acquisition and the type of personal property acquired (e.g., equipment, inventory, etc.):

C.Location of the Company and Its Subsidiaries

C.1.The chief executive offices of the Company and its subsidiaries are presently located at the following addresses:

C.2.The Company’s books and records and those of its subsidiaries are located at the following additional addresses (if different from above):

 

C.3.The following is a list of all the locations where the Company and its subsidiar­ies own, lease, or occupy any real property, and attached to this Perfection Certificate are cop­ies of all deeds, leases, title policies, and other applicable documentation:

C.4.The following is a list of all the locations where the Company and its subsidiar­ies maintain any inventory, equipment, or other property:

C.5.The following is a list of the names and addresses of all the warehousemen, bailees, or other third parties who have possession of any of the Company’s inventory or equipment or any of its subsidiaries’ inventory or equipment:

C.6.The following is a list of all other offices or facilities (other than those described above) where the Company or its subsidiaries have done business within the United States and Canada during the past five years:

D.Intellectual Property

D.1.The following is a list of all patents, copyrights, trademarks, trade names, and service marks registered or for which applications are pending in the name of the Company or any of its subsidiaries, including, for each, the name of the intellectual property, the grant date or application date, as applicable, the registration or application number, as applicable, and the country of the registration or application.

D.2.The following is a list of all licenses, franchises, or other agreements relating to trademarks, patents, copyrights, and other know-how to which the Company or any subsidiary is a party and that require annual payments in excess of $____________ individually.

E.Investment Property; Instruments; Accounts; LLC or Partnership Interests

E.1.The following is a list of all stocks, bonds, debentures, notes, commodity con­tracts, and other securities and interests in other companies, such as limited liability compa­nies or partnerships owned by the Company and any subsidiary:

E.2.The following is a list of all financial institutions at which the Company and its subsidiaries maintain deposit accounts, lockbox accounts, or any similar bank accounts:

E.3.The following is a list of all the financial institutions at which the Company and its subsidiaries maintain securities accounts:

F.Letters of Credit

F.1.Does the Company, or is it contemplated that the Company will, regularly receive letters of credit from customers or other third parties to secure payments of sums owed to the Company? __________

F.2.The following is a list of letters of credit naming the Company as beneficiary:

G.Controllable Electronic Records (CERs)

The following is a list of all controllable electronic records, electronic accounts, elec­tronic payment intangibles, electronic money, cryptocurrencies, and NFTs that the Company owns or controls:

H.Indebtedness

The following is a list of, and attached to this Perfection Certificate are copies of, all agreements, promissory notes, indentures, and other documents relating to any indebtedness of the Company and its subsidiaries, including, without limitation, loan agreements, note indentures, letters of credit, reimbursement agreements, mortgages, and guaranties of the indebtedness of others:

I.Encumbrances

The following is a list of liens or encumbrances to which the Company’s and its subsid­iaries’ property are subject:

J.Material Agreements

The following is a list of, and attached to this Perfection Certificate are copies of, all agreements, the breach or termination of which would materially restrict the ability of the Company to conduct its business:

K.Litigation and Commercial Tort Claims

K.1.The following is a list of pending and threatened litigation or claims involving amounts claimed against the Company in an indefinite amount or in excess of $__________ in each case:

K.2.The following is a list of the only claims (including, without limitation, com­mercial tort claims) that the Company has against others (other than claims on accounts receivable), that the Company is asserting or intends to assert, and in which the potential recovery exceeds $____________:

L.Taxes

The following is a list of tax assessments that are currently outstanding and unpaid:

M.Insurance Broker

The following broker(s) handle(s) the Company’s property, liability, flood, and cyber­security insurance, as well as any other insurance needs:

N.The Company agrees to advise you of any change or modification to any of the forego­ing information or any supplemental information provided on any continuation pages attached to this Perfection Certificate, and, until such notice is received by you, you shall be entitled to rely on such information and presume it is correct. The Company acknowledges that your acceptance of this Perfection Certificate and any continuation pages does not imply any com­mitment on your part to enter into a loan transaction with the Company, and that any such commitment may be made only by an express written loan commitment, signed by one of your authorized officers.

COMPANY:

   
[Name of company]

By:      
     Printed Name:
     Title:
     Date: