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Venture Debt Perfection Certificate and Collateral Disclosure Schedules

Matter Completion Sheet

PERFECTION CERTIFICATE

1 Reference, Parties and Purpose

1.1 Reference to the Loan Agreement

Reference is made to the Loan and Security Agreement dated as of [DATE] (as amended, restated, supplemented or otherwise modified in accordance with its terms, the Loan Agreement) among [BORROWER LEGAL NAME], a [JURISDICTION] [ENTITY TYPE] (the Borrower), each other Grantor party thereto, and [LENDER LEGAL NAME], as lender [and as collateral agent for the Secured Parties] (in such capacities, the Lender). Capitalized terms used but not defined in this certificate have the meanings given in the Loan Agreement. If this certificate and the Loan Agreement conflict, the Loan Agreement controls.

1.2 Purpose

This Perfection Certificate (this Certificate) is delivered under [§] °Úâ—® of the Loan Agreement as a condition to the initial Credit Extension. Its purposes are to (a) supply the factual information the Lender and its counsel require to prepare UCC financing statements, federal recordations, control agreements, landlord and bailee agreements and other perfection steps; (b) support the Grantors’ representations in the Loan Agreement concerning names, locations, Collateral, Liens and related matters; and (c) establish the baseline against which post-closing changes are reported under [§] 19.

1.3 No Expansion of Collateral

No response in this Certificate expands the Collateral, waives an exclusion in the Loan Documents, or constitutes an admission that any described asset is Collateral, is owned by a Grantor, or is subject to a valid or perfected Lien. Where a schedule lists an asset that the Loan Documents exclude from Collateral (an Excluded Asset), the listing is for disclosure and search purposes only.

2 Definitions

For purposes of this Certificate, in addition to terms defined elsewhere in it:

Certificate Date means [DATE], the date as of which the responses speak unless a schedule states another date.

Certifying Officer means the individual identified in [§] 3.1 who signs this Certificate on behalf of each Grantor.

Collateral Location means any address at which tangible Collateral (including Inventory, Equipment, fixtures and original books and records) with an aggregate book value at that address exceeding $[THRESHOLD] is located, whether owned, leased or held by a third party.

Control Agreement means a deposit account control agreement, securities account control agreement or commodity account control agreement, in each case in form reasonably acceptable to the Lender, giving the Lender control under UCC [§] 9-104, 9-106 or 8-106.

Excluded Account means a Deposit Account or Securities Account that the Loan Agreement excludes from the Control Agreement requirement, which typically includes (a) accounts used exclusively for payroll, payroll taxes and employee benefits in amounts not exceeding the next payroll cycle; (b) withholding, trust, escrow, fiduciary and customer-funds accounts holding funds not owned by a Grantor; (c) zero-balance disbursement accounts; and (d) accounts with an aggregate balance not exceeding $[THRESHOLD] at any time.

Grantor means the Borrower, each Guarantor and each other Person that has granted a Lien on its assets to the Lender under the Loan Documents, each identified on Schedule 1.

IP Agreement means the intellectual property security agreement delivered under the Loan Documents for recordation with the United States Patent and Trademark Office (USPTO) or the United States Copyright Office, as applicable.

Knowledge means the actual knowledge of the Certifying Officer and the Responsible Persons after the inquiry described in [§] 3.2.

Lookback Period means the period of [FIVE] years ending on the Certificate Date.

Material Agreement means any agreement of a Grantor that (a) is a Material Contract under the Loan Agreement; (b) generated or is expected to generate revenue or expense exceeding $[THRESHOLD] in any fiscal year; (c) licenses in or out Intellectual Property material to the business; or (d) contains a provision restricting assignment, the grant of a Lien or a change of control.

Perfection Action means a filing, recordation, Control Agreement, delivery, possession, notation, acknowledgment, notice or other step listed on Schedule 22 to perfect or protect the Lender’s Lien.

Responsible Persons means the persons identified on the inquiry log under [§] 3.2 who were consulted in preparing this Certificate, including at minimum the heads of finance, legal, people operations, engineering and facilities (or persons performing those functions).

UCC means the Uniform Commercial Code as in effect in the State of [GOVERNING LAW STATE], or, where perfection or priority is governed by the law of another jurisdiction, the Uniform Commercial Code as in effect in that jurisdiction.

Undefined UCC terms such as Account, Chattel Paper, Commercial Tort Claim, Deposit Account, Document, Equipment, General Intangible, Instrument, Inventory, Investment Property, Letter-of-Credit Right, Payment Intangible, Proceeds, Securities Account and Supporting Obligation have the meanings given in Articles 8 and 9 of the UCC.

3 Certifying Officer, Knowledge Standard and Reliance

3.1 Certifying Officer and Capacity

This Certificate is executed by [NAME], the [TITLE] of the Borrower and [TITLE OR AUTHORIZED SIGNATORY] of each other Grantor, acting solely in that capacity and not individually. The Certifying Officer’s authority derives from [BOARD RESOLUTIONS DATED °Úâ—® / THE SECRETARY’S CERTIFICATE DELIVERED AT CLOSING]. The Certifying Officer confirms that he or she has the authority to deliver this Certificate on behalf of each Grantor and that no individual liability is assumed by signing.

3.2 Knowledge and Inquiry Standard

Each response is made to the Knowledge of the Grantors after reasonable inquiry. Reasonable inquiry means, at minimum, that the Certifying Officer or persons acting under his or her direction (a) reviewed each Grantor’s organizational documents as filed with its jurisdiction of organization and obtained a current good-standing certificate or online status record; (b) reviewed the fixed-asset ledger, general ledger, bank and payment-processor dashboards, cap table, IP docket, contract repository, insurance schedule, tax filings and litigation files; (c) obtained and reviewed UCC, federal and state tax lien, judgment lien, USPTO, Copyright Office, litigation and bankruptcy search results under the names and in the jurisdictions described in [§] 17; (d) interviewed each Responsible Person; and (e) recorded the sources consulted and the persons interviewed on the inquiry log below.

A response based solely on a prior financing certificate, a spreadsheet or an unverified data-room export must be identified as such in the relevant schedule and updated before delivery.

3.3 Reliance by Lender

The Grantors acknowledge that the Lender and its counsel will rely on this Certificate in (a) preparing and filing UCC financing statements and amendments, IP Agreements and other recordations; (b) preparing Control Agreements, landlord and bailee agreements and other third-party documents; (c) ordering and evaluating lien searches; (d) determining the Perfection Actions on Schedule 22; and (e) evaluating the accuracy of the representations and warranties in the Loan Agreement. The Grantors agree that the Lender may furnish this Certificate to its counsel, filing agents, participants, assignees and regulators, subject to the confidentiality provisions of the Loan Agreement. Lender counsel does not represent the Grantors and does not undertake to verify the responses.

4 Instructions for Completion

4.1 Entity-Specific Responses

Identify the Grantor to which each response applies. Do not combine entities where doing so obscures ownership, location, debtor name or chain of title. If a consolidated schedule is used, add a “Grantor” column and complete it for every row.

4.2 Response Conventions

Write None only after the inquiry described in [§] 3.2 confirms there is nothing to list. Write Not Applicable only when the category cannot apply to the Grantor (for example, aircraft for a software company with no aircraft). Write See attachment °Úâ—® where a tabular entry would be misleading and attach the explanatory material. Every schedule must be completed; a blank cell is treated as an omission, not as a negative response. Mask account numbers to the last four digits in the circulated version and deliver the unmasked schedule separately through the secure channel.

4.3 Materiality Thresholds

Unless the Loan Agreement supplies a threshold, respond with complete information, without any materiality threshold, for: exact legal names and name history (Schedule 1); jurisdiction of organization, organizational identification number and chief executive office (Schedules 1 and 2); every Deposit Account, Securities Account and Commodity Account (Schedule 5); every registered or applied-for patent, trademark and copyright (Schedules 6A through 6C); every equity interest in a subsidiary (Schedule 4); every Commercial Tort Claim, Letter-of-Credit Right and Instrument (Schedules 7 through 9); and every Lien of record (Schedule 13). Where a schedule permits a threshold, the threshold is stated in that schedule’s instructions. A threshold used in a response must be the one stated or one approved in writing by Lender counsel.

4.4 Dates and Supporting Material

Responses speak as of the Certificate Date unless a schedule states another date. Lien-search results must show the search through-date. Attach or link (through the secure data room) copies of: formation documents and good-standing certificates; UCC, tax lien, judgment and IP search reports; existing Control Agreements, landlord and bailee agreements; insurance certificates and endorsements; and payoff letters for Liens to be released at closing.

4.5 Order of Completion

Complete Schedule 1 first and have Lender counsel confirm each exact legal name before any other schedule is finalized, because the debtor name drives the UCC search strategy in [§] 17 and every filing on Schedule 22. Complete Schedule 18 (transactions outside the ordinary course) second, because it identifies predecessor names that must be added to the search list. Complete the remaining schedules in any order, then reconcile Schedules 13, 19 and 22 so that every Lien to remain, be released or be subordinated appears consistently in each.

5 Grantor Identity and Debtor-Name Accuracy

5.1 Exact Legal Name

For each Grantor, Schedule 1 must state the exact legal name as it appears on the public organic record most recently filed with or issued by the Grantor’s jurisdiction of organization (the certificate of incorporation or formation as amended, not the bylaws, the cap table, a tax return, an invoice or a website). Reproduce punctuation, spacing, abbreviations and designators exactly (“Inc.” versus “Incorporated”; “LLC” versus “L.L.C.”; a comma or its absence before the designator). Attach the organizational document relied on.

5.2 Name History, Trade Names and Jurisdictional Data

Schedule 1 must also list every prior legal name used during the Lookback Period with the effective date of each change; every trade name, fictitious name, assumed name or “doing business as” designation, registered or not; the jurisdiction of organization, entity type, organizational identification number assigned by that jurisdiction and federal employer identification number (delivered through the secure channel); the date of formation; and current good-standing status. Identify each foreign qualification and each registered agent.

5.3 Why the Name Matters: UCC 9-503 and 9-506

A UCC financing statement is effective only if it sufficiently provides the debtor’s name. For a registered organization, UCC [§] 9-503(a)(1) requires the name shown on the public organic record; a trade name alone is insufficient (UCC [§] 9-503(c)). Under UCC [§] 9-506(b), a financing statement that fails to provide the debtor’s name sufficiently is seriously misleading and therefore ineffective, even if the secured party acted in good faith and even if the error is one character. The only safe harbor (UCC [§] 9-506(c)) is that a search of the filing office’s records under the debtor’s correct name, using the filing office’s standard search logic, would disclose the financing statement. Because search logic differs by state and many offices use exact-match logic that ignores only noise words, punctuation and designators, counsel cannot assume that a near-miss will be found.

If a debtor changes its name after filing so that the filed financing statement becomes seriously misleading, UCC [§] 9-507(c) preserves the filing for collateral acquired before, and within four months after, the change; collateral acquired more than four months after the change is unperfected unless an amendment adding the new name is filed within that period. A change of the debtor’s jurisdiction of organization triggers the separate four-month re-perfection period of UCC [§] 9-316(a); a merger or other transaction in which a new debtor located in another jurisdiction becomes bound by the security agreement triggers a one-year period under UCC [§] 9-316(a)(3) and the new-debtor rules of UCC [§] 9-508.

An inaccurate name on Schedule 1 therefore has three consequences for the Grantor: the Lender’s Lien may be unperfected, the Grantor is in breach of its representation that its legal name is as stated, and the Lender may have the right to treat the breach as an Event of Default.

6 Chief Executive Office, Prior Locations and Collateral Locations

6.1 Chief Executive Office

Schedule 2 must state each Grantor’s current chief executive office (the place from which the Grantor manages the main part of its business operations), its principal place of business if different, its mailing address, its registered office in its jurisdiction of organization and the address where original books and records are kept. For the Lookback Period, list each prior chief executive office with the dates occupied.

6.2 Collateral Locations

Schedule 3 must list each Collateral Location, classified by type of Collateral (Inventory, Equipment, fixtures, books and records, servers or other), with the street address, the record owner of the premises, whether the premises are owned, leased, licensed (including co-working and data-center arrangements) or held by a third party, the identity of any landlord, bailee, warehouse operator, contract manufacturer, fulfillment provider, repair vendor or colocation provider, the approximate book value at the location, and whether a landlord waiver, bailee acknowledgment, warehouse receipt or collateral access agreement exists or is required.

Remote-employee equipment must be addressed in a single aggregated row stating the aggregate book value and the number of jurisdictions, unless the Loan Agreement treats such equipment as a Collateral Location.

7 Subsidiaries, Equity Interests and Pledge Status

Schedule 4 must list each subsidiary and every other equity interest owned by a Grantor: the issuer’s exact legal name, jurisdiction and entity type; the class and number of shares, units or other interests and the percentage of each class and of total voting power owned; whether the interest is certificated or uncertificated; each certificate number and the name in which it is registered; whether the issuer’s organizational documents opt into UCC Article 8 (so that limited liability company or partnership interests are Securities rather than General Intangibles); any transfer restriction, right of first refusal, buy-sell or voting agreement; any existing Lien; whether the interest is pledged, excluded or subject to a limited (for example, 65 percent) pledge; and whether the issuer is a Guarantor or an Excluded Subsidiary.

8 Deposit, Securities, Commodity and Payment-Processor Accounts

8.1 Accounts

Schedule 5 must list every Deposit Account, Securities Account and Commodity Account in the name of or for the benefit of a Grantor, including money-market, sweep, certificate-of-deposit, treasury-management, foreign-currency, cash-collateral and lockbox accounts: the depositary bank or securities intermediary and the office where the account is maintained; account type; masked account number; the Grantor that owns it; purpose; approximate balance on the Certificate Date; whether a Control Agreement exists, is required or is waived; whether the account is designated an Excluded Account and under which clause of the definition; and any existing lien, setoff right, sweep or blocked-account arrangement in favor of another Person.

8.2 Payment Processors, Merchant Accounts and Platforms

Schedule 5 must separately list each merchant-acquirer, payment-processor, payment-facilitator, marketplace, app-store, digital-wallet, stablecoin or other platform arrangement through which funds owed to a Grantor are collected or settled: the counterparty, the Grantor, the settlement bank account on Schedule 5, settlement timing, reserve or holdback rights, chargeback exposure, and any Lien or setoff right the processor asserts.

8.3 Carve-Out Accounts

Payroll, payroll-tax, employee-benefit, withholding, sales-tax, trust, escrow, fiduciary and customer-funds accounts must be labeled as such and the reason for the label stated. Their treatment as Excluded Accounts is governed by the Loan Agreement, not by the label.

9 Intellectual Property

9.1 Registered and Applied-For IP

Schedules 6A (patents and patent applications), 6B (trademarks, service marks and applications) and 6C (copyrights and copyright registrations and applications) must list every item owned by or applied for in the name of a Grantor, in the United States and in each foreign jurisdiction: owner of record, jurisdiction, registration or application number, filing and registration dates, title or mark, status, next maintenance or renewal deadline, recorded security interests or assignments, and whether record title matches actual ownership. Where an item was acquired from or developed by a founder, employee, contractor or predecessor, state whether the assignment to the Grantor is recorded.

9.2 Domains, Software, Licenses and Encumbered IP

Schedule 6D must list material domain names and social-media handles with registrar or platform, registrant of record and expiry. Schedule 6E must describe material proprietary software, source code and data sets by product name, repository and ownership, without disclosing source code. Schedule 6F must list material inbound licenses; Schedule 6G, material outbound licenses, including every exclusive license and every license granting a right of first refusal, most-favored-customer or non-compete restriction. Schedule 6H must list open-source components distributed under copyleft or network-copyleft licenses that are incorporated in or linked to Grantor products. Schedule 6I must list IP developed with federal or state government funding, under a university or research-institution agreement, or subject to march-in, licensing or reporting obligations.

9.3 Legal Conclusions Reserved

IP ownership, the effect of any license on the Lender’s Lien, and the method of perfection and recordation are legal conclusions reserved to counsel. This Certificate supplies facts only.

10 Commercial Tort Claims, Letter-of-Credit Rights, Instruments and Chattel Paper

10.1 Commercial Tort Claims

Schedule 7 must identify each Commercial Tort Claim of a Grantor (a claim arising in tort, other than for personal injury or death of an individual, where the claimant is an organization or the claim arose in the claimant’s business): claimant Grantor, defendant, court or forum, case number if filed, general nature of the claim and estimated amount, described with sufficient specificity to satisfy UCC [§] 9-108(e). Do not disclose privileged analysis or settlement strategy.

10.2 Letter-of-Credit Rights

Schedule 8 must list each letter of credit under which a Grantor is beneficiary: issuer, applicant, number, face amount, expiry, underlying obligation supported, whether the proceeds have been assigned, and whether the issuer has consented to an assignment of proceeds.

10.3 Instruments, Chattel Paper and Promissory Notes

Schedule 9 must list each Instrument, tangible or electronic Chattel Paper, promissory note (including intercompany and employee notes), negotiable Document and warehouse receipt held by or payable to a Grantor: obligor, face and outstanding amount, date, maturity, whether the original is in the Grantor’s possession and where, endorsement status, subordination, and whether the Loan Documents require delivery to the Lender.

11 Titled Goods, Fixtures and Real Property

11.1 Titled Goods, Vehicles, Aircraft and Vessels

Schedule 10 must list each motor vehicle, trailer, aircraft, airframe, engine, vessel, boat and other good covered by a certificate of title or federal registry: type, year, make and model, masked identification or serial number, title jurisdiction and title number, registered owner, lienholder noted on the title, whether the item is held as Inventory for sale or lease, and location.

11.2 Real Property

Schedule 11 must list each parcel of real property owned by a Grantor (address, county, record owner, legal description reference, mortgagee) and each lease, sublease or license of real property to which a Grantor is a party (address, landlord, lease date, term and expiry, renewal options, whether the lease prohibits a Lien on the leasehold or on Grantor property at the premises, whether the landlord holds a contractual or statutory lien, and whether a landlord waiver or collateral access agreement is executed, requested or refused). Identify any Grantor property that is or may become a fixture and the record owner and address of the real property to which it is attached.

12 Insurance

Schedule 12 must list each insurance policy maintained by or for a Grantor: carrier and A.M. Best or equivalent rating, policy type (property, general liability, product liability, cyber and privacy, business interruption, directors and officers, employment practices, key person, workers’ compensation, automobile, international package), policy number, policy period and expiry, limits and deductibles or retentions, broker, whether the Lender is named lender’s loss payee (property and business interruption) or additional insured (liability), whether a notice-of-cancellation endorsement in favor of the Lender is in place, and any pending claim exceeding $[THRESHOLD] and whether proceeds have been assigned.

13 Existing Liens, UCC Filings, Judgments and Indebtedness

13.1 Liens of Record

Schedule 13 must list every Lien on any property of a Grantor known after the inquiry in [§] 3.2 and every Lien disclosed by the searches described in [§] 17, whether or not the Grantor believes it to be valid: secured party of record, debtor name as filed (exactly as it appears on the filing), filing office, filing number, filing date, lapse date, collateral description (quote or accurately summarize; state whether “all assets”), related obligation and outstanding amount, whether the Lien is a Permitted Lien and under which clause, and the required closing treatment (remain, release at closing, release post-closing, subordinate, amend, or investigate). Include UCC financing statements, fixture filings, federal and state tax liens, judgment liens, mechanic’s and materialman’s liens, USPTO and Copyright Office recordations, equipment lessor filings, consignor filings, landlord Liens, bank setoff rights and any Lien asserted but unfiled.

13.2 Search Exceptions

Each search result must be classified as (a) a Permitted Lien that remains; (b) a Lien to be released at closing against payoff; (c) a lapsed or terminated filing that remains of record; (d) a filing against a different Person with a similar name; (e) a precautionary filing by a lessor or consignor; or (f) requiring further investigation. A termination statement may be filed only by or with the authority of the secured party of record or under UCC [§] 9-509(d)(2) after a proper demand under UCC [§] 9-513.

13.3 Existing Indebtedness, Equipment Leases and Merchant Advances

Schedule 19 must list each item of Indebtedness of a Grantor, including bank and venture debt, convertible notes and SAFEs with debt features, equipment leases and equipment financing, capital and finance leases, purchase-money financing, merchant cash advances and revenue-based financing, factoring and receivables-purchase arrangements, corporate credit cards and charge cards, letters of credit and reimbursement obligations, guarantees, earn-outs and deferred purchase price, and intercompany loans: creditor, instrument, original and outstanding principal, interest rate, maturity, security, guarantor, whether it is Permitted Indebtedness and under which clause, and closing treatment.

14 Government Contracts, Material Agreements and Regulated Rights

14.1 Government Contracts and Receivables

Schedule 14 must list each contract, grant, cooperative agreement, subcontract or purchase order under which a Grantor is entitled to payment from the United States, a state or local government, or a foreign government or instrumentality: contracting agency, contract number, prime or subcontract, period of performance, contract value, outstanding receivable, whether the contract permits assignment of claims, whether a notice of assignment under the Assignment of Claims Act (31 U.S.C. 3727 and 41 U.S.C. 6305) has been or will be delivered, and whether the contract contains a no-setoff commitment.

14.2 Material Agreements with Anti-Assignment or Change-of-Control Provisions

Schedule 15 must list each Material Agreement that (a) prohibits or conditions assignment or the grant of a Lien; (b) treats a change of control, a financing or the grant of a Lien as a default or termination event; (c) grants the counterparty an exclusive license, right of first refusal, most-favored-customer term or non-compete; or (d) permits the counterparty to set off, recoup or withhold payment. State the counterparty, agreement title and date, the relevant clause reference, whether consent has been requested or obtained, and whether UCC [§] 9-406 or 9-408 is expected to override the restriction for purposes of attachment of the Lender’s Lien.

14.3 Regulated and Special Rights

Schedule 15 must also identify material permits, licenses, franchises, export-controlled technology, healthcare or financial-services authorizations, spectrum rights, data sets subject to transfer restrictions under privacy law or contract, and property held under grant conditions, with a statement of whether a Lien or an enforcement transfer is prohibited or requires consent.

15 Litigation, Taxes and Transactions Outside the Ordinary Course

15.1 Litigation and Claims

Schedule 16 must list each pending or, to the Knowledge of the Grantors, threatened action, suit, arbitration, investigation, audit or governmental proceeding by or against a Grantor, and each unsatisfied judgment, order or settlement obligation: parties, forum, case number, nature, amount claimed, insurance coverage and reservation of rights, stage and counsel. Include employment claims, demand letters alleging IP infringement, regulatory inquiries and disputes with former founders.

15.2 Taxes

Schedule 17 must state, for each Grantor and each jurisdiction, whether all federal, state, local and foreign income, franchise, sales and use, payroll and property tax returns due have been filed; each return on extension and the extended due date; each tax audit, examination or notice of deficiency pending or threatened; each tax Lien filed or threatened; each tax installment agreement; unpaid taxes (other than those being contested in good faith with adequate reserves) by jurisdiction and amount; and any state in which the Grantor has employees, property or revenue but has not registered for tax.

15.3 Transactions Outside the Ordinary Course

Schedule 18 must list each transaction during the Lookback Period by which a Grantor (a) was formed by conversion, domestication, merger or consolidation; (b) changed its name, entity type or jurisdiction of organization; (c) acquired all or substantially all of the assets, a business line or a material asset of another Person, or acquired equity of another Person; (d) merged with another Person; or (e) sold, spun off or discontinued a business line. For each, state the counterparty, its exact legal name and jurisdiction, the transaction date, the structure, whether the Grantor assumed liabilities, and whether the counterparty’s Liens were released.

16 Employees, Contractors and Foreign Operations

16.1 IP Assignment Status

Schedule 20 must list, by category and headcount (not by name in the circulated version), employees, officers, founders, advisers, consultants and contractors who have contributed to the development of material Intellectual Property, and for each category the number who have executed an invention-assignment and confidentiality agreement with present-tense assignment language, the number who have not, the form of agreement used, any excluded-invention schedules of significance, and whether any development was performed in a jurisdiction whose law limits assignment of employee inventions. Identify by role each individual whose contribution is material and whose assignment is missing or defective, with the remediation plan.

16.2 Foreign Operations and Foreign Subsidiaries

Schedule 21 must list each jurisdiction outside the United States in which a Grantor or subsidiary has employees, contractors, an office, assets, a bank account, registered IP or revenue, and each foreign subsidiary (cross-referenced to Schedule 4): entity name, jurisdiction, function (sales, engineering, employer of record), headcount, assets by category, bank accounts, whether it is a Guarantor or an Excluded Subsidiary, whether its equity is pledged and the percentage, whether a local-law security document or filing is contemplated, and any exchange-control, thin-capitalization or financial-assistance restriction known to the Grantors.

17 UCC and Lien Search Strategy

17.1 Names to Search

Search each of the following, in each applicable jurisdiction, for each Grantor: (a) the exact legal name on Schedule 1; (b) each prior legal name within the Lookback Period; (c) each trade name and “doing business as” name; (d) each predecessor by merger, conversion or domestication identified on Schedule 18; (e) each seller of material assets identified on Schedule 18, as a successor-liability target; (f) reasonable variants that a filer might have used (with and without the entity designator, with “and” and ampersand, with and without punctuation), because a misfiled Lien against the Grantor may still be asserted and must be evaluated; and (g) for each founder or individual who transferred material assets to a Grantor, that individual’s name in the state of his or her principal residence.

17.2 Jurisdictions and Filing Offices

17.3 Through-Dates and Bring-Down

Each search report states a through-date, the date through which the filing office’s index is certified as current, which may lag the search order date by several days to several weeks depending on the office. Order initial searches early enough to resolve exceptions before closing, order bring-down searches with a through-date as close to the closing date as the office permits, and record the gap between the final through-date and the funding date as a known risk on Schedule 22. A Lien filed during the gap would be revealed only by a post-closing search; the Loan Agreement’s representations and post-closing covenants allocate that risk, and the lender may require a post-closing search.

17.4 Reading the Results

For each hit, record on Schedule 13: the debtor name as filed (compare it character by character with Schedule 1); the secured party of record and any assignee; the initial filing date and the lapse date (five years from filing unless continued, UCC [§] 9-515); each amendment, assignment, continuation and termination; and the collateral description. Interpret as follows: a filing marked terminated remains of record for one year after lapse and does not require action; a lapsed but unterminated filing is ineffective but may confuse later searchers and should be terminated by the secured party if cooperative; an “all assets” or “all personal property” description is a blanket Lien that must be released or subordinated; a description limited to specific equipment or leased goods is typically a Permitted Lien; a filing against a similar but different name should be documented and dismissed with the evidence; a filing under the Grantor’s correct name by an unknown secured party requires inquiry with the Grantor and, if unexplained, a UCC [§] 9-210 request for an accounting. Treat the search report as evidence only; a search does not reveal unfiled Liens, possessory Liens, Liens perfected by control, federal registry Liens outside the office searched, or Liens filed after the through-date.

18 Filing and Control Authorization; Perfection Action Register

18.1 Authorization

Subject to the Loan Documents, each Grantor authorizes the Lender to file the UCC financing statements, fixture filings, IP Agreements, amendments and other recordations specifically described on Schedule 22, in the filing offices and with the debtor names and collateral descriptions stated there. This authorization does not extend to a debtor name, collateral description, jurisdiction or amendment that is inconsistent with Schedule 22 or with the grant in the Loan Documents, and it does not authorize a description of Collateral that includes an Excluded Asset. Any later change requires the Grantor’s authorization under the Loan Documents, which the Grantor agrees not to withhold unreasonably where the change is required to maintain perfection of a Lien the Loan Documents grant.

18.2 Perfection Action Register

Schedule 22 must map each asset class and each item of special Collateral to a Perfection Action, distinguishing: UCC filing; fixture filing; possession or delivery; Control Agreement (deposit, securities or commodity); control of electronic Chattel Paper or controllable electronic records; certificate-of-title notation; federal recordation (USPTO, Copyright Office, FAA, Coast Guard); foreign filing; notice (Assignment of Claims Act, letter-of-credit issuer, bailee); landlord or bailee agreement; and no action required. For each, identify responsible counsel, filing office or counterparty, form, debtor name to be used, collateral description, target date, evidence of completion and post-closing follow-up.

19 Update Obligation and Post-Closing Change Protocol

19.1 Update Obligation

The Grantors shall update this Certificate when and as required by the Loan Agreement and, in any event, as provided in the protocol below. Each update must be delivered as a Certificate Supplement that (a) identifies the schedule and row affected; (b) states the prior response and the new response; (c) states the effective date of the change; (d) identifies the Perfection Action, if any, the change requires; and (e) is signed by a Certifying Officer under the standard in [§] 3. Unchanged responses need not be restated. A Certificate Supplement does not cure a breach of a covenant requiring prior notice or consent.

19.2 Post-Closing Change Protocol

19.3 Internal Calendar

The Borrower shall designate an internal owner for each change event, calendar the contractual deadline and an internal preparation date, and record each Certificate Supplement and its delivery evidence in the post-closing register maintained under the closing checklist.

20 Certification, Reliance and Signature

20.1 Certification

The undersigned Certifying Officer, solely in his or her capacity as an officer or authorized signatory of each Grantor identified on Schedule 1 and not individually, certifies that (a) he or she is authorized to deliver this Certificate on behalf of each such Grantor; (b) the inquiry described in [§] 3.2 has been made and the inquiry log is complete; (c) to the Knowledge of the Grantors, the factual information set forth in this Certificate and its schedules is true, correct and complete in all material respects as of the Certificate Date, except that the information in Schedule 1 (exact legal name, jurisdiction of organization, entity type and organizational identification number), Schedule 4 (equity interests), Schedule 5 (accounts) and Schedule 13 (Liens of record) is true, correct and complete without materiality qualification; and (d) the Grantors understand that the Lender is relying on this Certificate as described in [§] 3.3.

20.2 Limitations

This certification is subject to the thresholds, qualifications and exceptions stated in the schedules. It does not certify any legal conclusion concerning attachment, perfection, priority or enforceability of any Lien; ownership of any asset beyond the factual statements made; the sufficiency of any description; the effect of any license or contract; or compliance with law. Nothing in this Certificate amends the Loan Documents.

20.3 Signature Block

IN WITNESS WHEREOF, the undersigned has executed this Perfection Certificate as of the Certificate Date.

[BORROWER LEGAL NAME], for itself and on behalf of each other Grantor identified on Schedule 1

By: °Úâ—®
Name: °Úâ—®
Title: °Úâ—®
Date: °Úâ—®

[GUARANTOR LEGAL NAME] (if executing separately)

By: °Úâ—®
Name: °Úâ—®
Title: °Úâ—®
Date: °Úâ—®

Acknowledged for purposes of [§] 3.3 and [§] 18.1 only:
[LENDER LEGAL NAME], as Lender [and Collateral Agent]

By: °Úâ—®
Name: °Úâ—®
Title: °Úâ—®
Date: °Úâ—®

COLLATERAL DISCLOSURE SCHEDULES

Each schedule below is delivered as part of the Certificate, speaks as of the Certificate Date unless otherwise stated, and is subject to [§] 1.3, [§] 3.2 and [§] 4. Add rows as needed. Where a schedule is consolidated across Grantors, the “Grantor” column must be completed for every row.

Schedule 1 — Legal Names, Organizational Data and Name History

Instructions. One row per Grantor for current data; one additional row per prior legal name, trade name or “doing business as” name used during the Lookback Period. Copy the exact legal name from the most recently filed charter document, including punctuation and designator. State the organizational identification number assigned by the jurisdiction of organization (not the EIN) and deliver the EIN through the secure channel. “Prior name” rows must state the effective date of the change and the filing that effected it (certificate of amendment, certificate of conversion, certificate of merger). Trade names must be listed whether or not registered, with the state of registration if any. No materiality threshold applies.

Schedule 2 — Chief Executive Office and Prior Locations

Instructions. One row per Grantor for the current chief executive office and one row per prior chief executive office during the Lookback Period. State the full street address (not a mailbox or registered-agent address), the dates occupied, and whether original books and records are kept there. Include the registered office and mailing address if different. No materiality threshold applies.

Schedule 3 — Locations of Collateral

Instructions. One row per Collateral Location per Collateral type. Threshold: locations with aggregate book value of Collateral exceeding $[THRESHOLD], plus every location of original books and records and every third-party location regardless of value. Include leased premises, co-working space, data centers and colocation facilities, contract manufacturers, fulfillment centers, warehouses, repair vendors, consignees and any site where Inventory or Equipment is stored for more than [30] days. Aggregate remote-employee equipment in one row. Waiver status values: Executed, Requested, Refused, Not Required, To Be Requested.

Schedule 4 — Subsidiaries and Equity Interests

Instructions. One row per issuer per class of interest. Include every subsidiary (direct and indirect), joint venture, minority investment, SAFE or convertible instrument held in another company, and any equity received in a commercial transaction. State whether the issuer’s organizational documents opt into UCC Article 8. Certificate numbers must be listed for every certificated interest; if certificates have been lost, state that fact and the replacement plan. Pledge status values: Pledged (100 percent), Pledged ([65] percent), Excluded, To Be Pledged Post-Closing. No materiality threshold applies.

Schedule 5 — Deposit, Securities, Commodity and Payment-Processor Accounts

Instructions. Part A: one row per Deposit Account, Securities Account and Commodity Account, including money-market, sweep, certificate-of-deposit, treasury, lockbox, foreign-currency, cash-collateral and credit-card collateral accounts. Part B: one row per payment processor, merchant acquirer, marketplace, app store, payment facilitator or wallet through which Grantor funds are collected or settled. Mask account numbers to the last four digits; deliver unmasked numbers through the secure channel. Excluded Account designation must cite the clause of the Loan Agreement definition relied on. Control status values: Control Agreement Executed, Control Agreement Required, Maintained with Lender, Excluded Account, Waived in Writing, To Be Closed. No materiality threshold applies.

Part A — Accounts

Part B — Payment processors, merchant accounts and platforms

Schedule 6 — Intellectual Property (Index to Parts 6A through 6I)

Instructions. Schedule 6 is delivered in nine parts. Complete every part; write None in a part only after review of the IP docket, the code repository inventory, the domain registrar accounts, the contract repository and the open-source scan, and after inquiry of engineering leadership and IP counsel. Record the source consulted and the date for each part below so that the inquiry log in [§] 3.2 can be reconciled.

Schedule 6A — Patents and Patent Applications

Instructions. One row per patent, application, provisional, continuation, divisional or foreign counterpart owned by or applied for in the name of a Grantor or any predecessor whose IP was assigned to a Grantor. Include abandoned applications only if the abandonment is less than one year old or revival is contemplated. State whether record title at the USPTO or foreign office matches actual ownership and whether each inventor assignment is recorded. No materiality threshold applies.

Schedule 6B — Trademarks, Service Marks and Applications

Instructions. One row per registration or application, United States (federal and state) and foreign, including intent-to-use applications. For intent-to-use applications, state whether an amendment to allege use or statement of use has been filed. Include unregistered marks material to the business in a separate section with first-use dates. State whether the applicant of record is the Grantor, a predecessor, a founder or outside counsel’s docketing entity.

Schedule 6C — Copyrights, Registrations and Applications

Instructions. One row per registered copyright or pending application, including software releases, documentation, content libraries and mask works. List material unregistered copyrighted works (for example, the current production code base) by work title and category in a separate section without disclosing content. State whether any work was created by a contractor without a written assignment.

Schedule 6D — Domain Names and Social-Media Handles

Instructions. One row per domain name and per social-media or app-store account material to the business. State the registrar or platform, the registrant or account holder of record (and whether it is the Grantor, an employee or a vendor), auto-renew status and expiry, and whether privacy or proxy registration is used.

Schedule 6E — Material Software, Source Code and Data Sets

Instructions. One row per material proprietary software product, platform, model, data set or database. Describe at the level of product name, function, repository location and ownership basis; do not disclose source code or trade-secret content. State whether any source-code escrow exists and in whose favor, and whether any customer or partner holds a source-code license or release trigger.

Schedule 6F — Inbound Licenses

Instructions. One row per material inbound license of Intellectual Property, including software licenses above $[THRESHOLD] in annual fees, data licenses, patent licenses, university or research-institution licenses, and licenses of a founder’s or affiliate’s IP. Exclude off-the-shelf software licensed on standard terms unless it is embedded in a Grantor product. State whether the license may be assigned or pledged, and whether a change of control or bankruptcy terminates it.

Schedule 6G — Outbound Licenses and Exclusivity

Instructions. One row per material outbound license, including every exclusive license regardless of value, every license granting a right of first refusal, most-favored-customer or non-compete restriction, every source-code license and every perpetual or irrevocable license. Exclude standard non-exclusive end-user and SaaS subscriptions below $[THRESHOLD] annual value unless they contain the restrictions above.

Schedule 6H — Open-Source Components Under Copyleft Licenses

Instructions. One row per open-source component licensed under a copyleft or network-copyleft license (for example, GPL, LGPL, AGPL, MPL, EPL, SSPL or similar) that is incorporated in, linked to or distributed with a Grantor product, or that is used in a hosted service where the license imposes network-use obligations. Permissive-licensed components (MIT, BSD, Apache) need not be listed unless the Loan Agreement requires it. State how the component is used and whether a compliance review has been performed.

Schedule 6I — IP Subject to Government Funding or University Rights

Instructions. One row per item of Intellectual Property developed in whole or part with federal, state or foreign government funding (grants, SBIR or STTR awards, cooperative agreements, procurement contracts) or under an agreement with a university, hospital or research institution, and per agreement imposing march-in rights, government-use licenses, domestic-manufacturing requirements, reporting obligations or institutional ownership or license-back rights.

Schedule 7 — Commercial Tort Claims

Instructions. One row per Commercial Tort Claim held by a Grantor, whether or not a complaint has been filed, where the claim has been asserted in writing or the Grantor has determined to assert it. Describe each claim with enough specificity to satisfy UCC [§] 9-108(e): the parties, the forum and case number if filed, the general nature of the claim (for example, misappropriation of trade secrets, tortious interference, business defamation, fraud) and the events giving rise to it, by date. Do not disclose privileged analysis, settlement authority or litigation strategy. Write None if there are no such claims after inquiry of management and litigation counsel. No materiality threshold applies unless the Loan Agreement supplies one.

Schedule 8 — Letter-of-Credit Rights

Instructions. One row per letter of credit, bank guarantee or similar independent undertaking under which a Grantor is beneficiary (not applicant). Include standby letters of credit supporting customer payment obligations, lease-related letters of credit posted by sublessees or counterparties, and performance guarantees. State whether the right to proceeds has been assigned and whether the issuer has consented. Write None if applicable.

Schedule 9 — Instruments, Chattel Paper and Promissory Notes Held

Instructions. One row per promissory note, negotiable instrument, certificate of deposit in instrument form, tangible or electronic Chattel Paper (including equipment leases and installment sales contracts under which a Grantor is lessor or seller), negotiable Document and warehouse receipt held by or payable to a Grantor. Include intercompany notes, employee and founder notes (including notes for option exercises or stock purchases), notes from customers and from purchasers of divested assets. State where the original is held and whether it is endorsed. Threshold for employee notes: individual face amount exceeding $[THRESHOLD]; otherwise aggregate in one row.

Schedule 10 — Titled Goods, Vehicles, Aircraft and Vessels

Instructions. One row per motor vehicle, trailer, aircraft, airframe, aircraft engine, vessel or other good covered by a certificate-of-title statute or a federal registry. Mask vehicle identification and serial numbers to the last six characters in the circulated version. State whether the item is held as Inventory for sale or lease (which changes the perfection method). Threshold: items with fair market value exceeding $[THRESHOLD]; aggregate lower-value items in one row by type and count. Write None if applicable.

Schedule 11 — Real Property Owned and Leased

Instructions. Part A: one row per parcel of real property owned by a Grantor. Part B: one row per lease, sublease, license or occupancy agreement under which a Grantor occupies real property (including co-working memberships above $[THRESHOLD] per month and data-center colocation agreements). State whether the lease prohibits a Lien on the leasehold or on Grantor property at the premises, whether the landlord asserts a contractual or statutory lien on Grantor property, and the status of any landlord waiver or collateral access agreement. Cross-reference Schedule 3.

Part A — Owned

Part B — Leased

Schedule 12 — Insurance

Instructions. One row per policy. Include policies maintained through a professional employer organization or captive and policies for foreign subsidiaries. State the Lender’s status on each property and liability policy and the notice-of-cancellation period. Attach certificates and the lender’s loss payee and additional insured endorsements. List pending claims above $[THRESHOLD] in the final column.

Schedule 13 — Existing Liens, UCC Filings, Tax Liens and Judgments

Instructions. One row per Lien, filing or search hit, whether or not the Grantor believes it valid. Populate from the search reports described in [§] 17 and from the Grantors’ own records (including unfiled Liens such as bank setoff rights, landlord Liens and processor holdbacks). Copy the debtor name exactly as it appears on the filing. Collateral description: quote “all assets” descriptions verbatim; summarize specific descriptions. Classification values per [§] 13.2: Permitted Lien (cite clause); Release at Closing; Release Post-Closing; Subordinate; Lapsed or Terminated of Record; Similar-Name Non-Match; Precautionary Lessor or Consignor Filing; Investigate. No materiality threshold applies. Attach the search reports.

Schedule 14 — Government Contracts and Receivables

Instructions. One row per contract, grant, cooperative agreement, subcontract, task order or purchase order under which a Grantor is entitled to payment from the United States or any agency, a state or local government, a public university or hospital, a foreign government or a government-sponsored enterprise, with contract value or expected receivables exceeding $[THRESHOLD]. For federal prime contracts, state whether the contract includes the assignment-of-claims clause and whether a notice of assignment under the Assignment of Claims Act has been or will be delivered. Include SBIR, STTR and other grant awards and cross-reference Schedule 6I for resulting IP rights.

Schedule 15 — Material Agreements with Anti-Assignment, Change-of-Control or Lien Restrictions; Regulated Rights

Instructions. Part A: one row per Material Agreement that (a) prohibits or conditions assignment, including by operation of law or change of control; (b) prohibits or conditions the grant of a Lien; (c) permits the counterparty to terminate, accelerate or re-price on a financing, change of control or Lien; (d) grants exclusivity, right of first refusal, most-favored-customer or non-compete rights; or (e) permits setoff, recoupment or withholding. Include customer, vendor, cloud-platform, marketplace, reseller, partnership, settlement and investor agreements. Cross-reference Schedules 6F and 6G for IP licenses rather than duplicating them. Part B: one row per material permit, license, franchise, authorization or regulated asset. Threshold for Part A: agreements with annual value exceeding $[THRESHOLD], plus every agreement in categories (c) and (d) regardless of value.

Part A — Material Agreements

Part B — Permits, Licenses and Regulated Rights

Schedule 16 — Litigation and Claims

Instructions. One row per pending or, to the Knowledge of the Grantors, threatened action, suit, arbitration, mediation, governmental investigation, regulatory inquiry, audit or demand letter by or against a Grantor, any subsidiary or (in his or her capacity as such) any officer or director, and per unsatisfied judgment, order, consent decree or settlement obligation. Include employment claims, IP infringement demands (received or sent), privacy and consumer complaints, and disputes with former founders or investors. Threshold: matters with claimed or estimated exposure exceeding $[THRESHOLD], plus every governmental proceeding and every matter seeking injunctive relief regardless of amount. Do not disclose privileged assessments.

Schedule 17 — Taxes

Instructions. One row per Grantor per tax type per jurisdiction in which the Grantor files or is required to file. State whether all returns due have been filed; each return on extension and its extended due date; each audit, examination, notice of deficiency or information request pending or threatened; each tax Lien filed or threatened; each installment or voluntary-disclosure agreement; and unpaid taxes (other than those contested in good faith with adequate reserves). Separately list each state or country where the Grantor has employees, property, inventory or revenue but has not registered for tax, with the reason.

Schedule 18 — Transactions Outside the Ordinary Course During the Lookback Period

Instructions. One row per transaction during the Lookback Period in which a Grantor (a) was formed or reorganized by conversion, domestication, merger, consolidation or division; (b) changed its name, entity type or jurisdiction of organization; (c) acquired all or substantially all assets, a business line, a product, a material asset or equity of another Person (including acqui-hires structured as asset purchases and IP assignments from a founder’s prior company); (d) merged with another Person; or (e) sold, spun off, contributed or discontinued a business line or material asset. State the counterparty’s exact legal name and jurisdiction as of the transaction date so that it can be searched as a successor-liability target under [§] 17.1(d) and (e). No materiality threshold applies to categories (a), (b) and (d); threshold for (c) and (e): transaction value exceeding $[THRESHOLD].

Schedule 19 — Existing Indebtedness, Equipment Leases and Merchant Advances

Instructions. One row per item of Indebtedness, including: bank and venture debt; convertible notes and SAFEs with debt characteristics; equipment leases and equipment financing (state whether a capital or finance lease or an operating lease); purchase-money financing; merchant cash advances, revenue-based financing and receivables-purchase or factoring arrangements (whether or not booked as debt); corporate credit and charge cards (state the credit limit and any cash-collateral or personal guarantee); letters of credit for which a Grantor is applicant and reimbursement obligations; guarantees of others’ obligations; earn-outs and deferred purchase price; and intercompany loans. Threshold: individual obligations exceeding $[THRESHOLD]; aggregate smaller items by category. Cross-reference each secured item to Schedule 13.

Schedule 20 — Employees and Contractors: IP-Assignment Status

Instructions. Part A: by category, state headcount and the number who have and have not executed an enforceable invention-assignment and confidentiality agreement with present-tense assignment language (“hereby assigns”), the form used and its date, and the jurisdictions of employment. Part B: one row per individual (identified by role, not name, in the circulated version; names through the secure channel) whose contribution to material IP is significant and whose assignment is missing, defective, subject to a material excluded-inventions schedule, or governed by a jurisdiction that limits assignment of employee inventions. State the remediation plan and target date. Include founders, former founders, advisers, interns, agencies and offshore development vendors.

Part A — Summary by category

Part B — Exceptions requiring remediation

Schedule 21 — Foreign Operations and Foreign Subsidiaries

Instructions. Part A: one row per jurisdiction outside the United States in which a Grantor or subsidiary has employees or contractors (including through an employer of record), an office, tangible assets, a bank account, registered IP, customers generating revenue above $[THRESHOLD], or a tax registration. Part B: one row per foreign subsidiary (cross-reference Schedule 4), stating function, headcount, assets, accounts, Guarantor or Excluded Subsidiary status, pledge status and percentage, whether a local-law security document or filing is contemplated, and any exchange-control, thin-capitalization, financial-assistance, works-council or similar restriction known to the Grantors.

Part A — Foreign footprint by jurisdiction

Part B — Foreign subsidiaries

Schedule 22 — Perfection Action Register and Filing Authorization

Instructions. One row per Perfection Action, derived from Schedules 1 through 21 and the Collateral grant in the Loan Documents. Method values: UCC-1 Filing; UCC-3 Amendment; Fixture Filing; Possession or Delivery; Deposit Account Control Agreement; Securities Account Control Agreement; Commodity Account Control Agreement; Electronic Chattel Paper or Controllable Electronic Record Control; Certificate-of-Title Notation; USPTO Recordation; Copyright Office Recordation; FAA or International Registry Filing; Coast Guard Filing; Foreign Filing or Local-Law Security; Assignment of Claims Act Notice; Letter-of-Credit Issuer Consent; Landlord Waiver or Bailee Letter; Issuer Acknowledgment; No Action Required. The debtor name and collateral description columns for each filing must match Schedule 1 and the Loan Documents exactly; this schedule constitutes the authorization under [§] 18.1 and no filing outside it is authorized.

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What this form is for

This certificate and schedule set gives founders and transaction counsel a disciplined way to gather, verify and certify the factual information a venture lender needs to design and execute a perfection plan: exact debtor names, jurisdictions, locations, accounts, equity, intellectual property, special collateral, existing Liens, contracts, litigation, taxes, transaction history, people and foreign footprint. It pairs each schedule with instructions on what counts and a founder-side drafting note explaining what the lender does with the information and what disclosures are commonly missed. It also supplies the UCC search strategy, the debtor-name accuracy analysis under UCC 9-503 and 9-506, the filing authorization and a post-closing change protocol with market and founder-protective notice periods.

Completion checklist

• Confirm the Certifying Officer, capacity and authority source, and complete the inquiry log before populating any schedule.
• Complete Schedule 1 first from the filed charter documents and have Lender counsel confirm each exact legal name; then complete Schedule 18 to identify predecessor search targets.
• Order UCC, tax lien, judgment, litigation, USPTO and Copyright Office searches under every name and in every jurisdiction identified in Section 17; record through-dates and plan bring-downs.
• Populate Schedules 2 through 21 from source systems (charter, ledger, bank and processor dashboards, cap table, IP docket, contract repository, insurance schedule, tax filings, HR records), not from a prior certificate.
• Reconcile Schedules 13, 19 and 22 to the Loan Agreement’s Permitted Liens and Permitted Indebtedness definitions so that nothing disclosed is an Event of Default at closing.
• Review Schedule 22 for over-broad descriptions and for filings or Control Agreements on assets or accounts meant to be excluded.
• Negotiate the Knowledge standard, thresholds, notice periods and cure rights in Sections 3, 4 and 19 into the Loan Agreement.
• Deliver EINs, unmasked account numbers, employee names and other sensitive data only through the secure channel.
• Calendar every post-closing change event and UCC four-month window with an accountable owner.

AI completion prompt

Three pass review

Pass 1 Completeness. Confirm every Grantor appears on Schedule 1; every schedule 1 through 22 is completed with None, Not Applicable or data; every schedule referenced in Sections 5 through 19 exists; the inquiry log is complete; and the signature block identifies capacity.
Pass 2 Risk. Test exact legal names against filed charters; prior names and conversions against Schedule 18; every account against bank and processor dashboards; every Lien against the search reports and the Permitted Liens definition; IP record title against actual ownership; exclusive licenses and copyleft components; employee and contractor assignments; foreign accounts and subsidiaries; search through-date gaps; and the notice periods in Section 19 against the Loan Agreement.
Pass 3 Publication. Remove entity identifiers, EINs, account data, certificate numbers, contract counterparties, litigation details, employee information, search reports and privileged notes; preserve only the blank structure, instructions and drafting notes.

Attorney review warning

This certificate is a factual collection and disclosure tool. It is not a legal opinion and does not substitute for a current analysis of attachment, perfection, priority and enforceability under the UCC and federal, state, foreign and local law by counsel responsible for the transaction. Debtor-name sufficiency, filing jurisdiction, control requirements, federal recordation, title-notation and foreign-law steps must be confirmed by counsel for each Grantor and each asset class before closing and after every change reported under Section 19.