FR EA

Contract analysis

Clause-by-clause risk read on any document of the firm. Pick a contract, or open any document from a matter.

Contract analysis / ucc-1-financing-statements.docx
ucc-1-financing-statements.docx
1016-00003 · 11 clauses
High · 0 Medium · 2 Standard · 2
1. Filing Jurisdiction and Office. Each of the four enclosed UCC-1 Financing Statements is
1. Filing Jurisdiction and Office. Each of the four enclosed UCC-1 Financing Statements is to be filed with the Delaware Secretary of State, Division of Corporations, John G. Townsend Building, 401 Federal Street, Suite 4, Dover, Delaware 19901. All four statements are to be filed under the Uniform Commercial Code filing system maintained by the Delaware Secretary of State pursuant to 6 Del. C. Article 9.
2. Filing Fees. The standard Delaware UCC filing fee is applicable to each financing state Standard
⚑ Commercial term
2. Filing Fees. The standard Delaware UCC filing fee is applicable to each financing statement. Please advance the applicable filing fees for all four statements and submit an invoice to Calderwood & Harkness LLP, Attention: Accounts Payable, 425 Lexington Avenue, New York, New York 10017, referencing Matter No. 1016-00003.
3. Timing — Expedited Filing. These filings are time-sensitive. The Closing Date for the N Standard
⚑ Commercial term
3. Timing — Expedited Filing. These filings are time-sensitive. The Closing Date for the Notes offering is May 15, 2025. Each UCC-1 Financing Statement must be filed on or before the Closing Date. Please arrange for expedited filing to ensure that each statement is accepted and processed by the Delaware Secretary of State no later than the close of business on May 15, 2025. If same-day or next-day expedited filing se
4. Certified File-Stamped Copies. Please request and obtain certified file-stamped copies
4. Certified File-Stamped Copies. Please request and obtain certified file-stamped copies of each filed UCC-1 Financing Statement from the Delaware Secretary of State. We require two (2) certified file-stamped copies of each statement — one for the closing binder to be maintained by Calderwood & Harkness LLP and one for delivery to the Collateral Agent. Please also obtain acknowledgment copies reflecting the filing d
5. Filing Confirmations. Upon receipt of filing confirmation from the Delaware Secretary o
5. Filing Confirmations. Upon receipt of filing confirmation from the Delaware Secretary of State, including file stamp numbers and filing dates, please promptly transmit such confirmations to the following persons: (a) Calderwood & Harkness LLP 425 Lexington Avenue New York, New York 10017 Attention: Eric Johannsen, Lead Associate Attention: Claire Dempsey, Working Associate Telephone: (212) 558-4000 Email: ejohanss
6. Cross-Reference to Master Closing Checklist. These UCC filings correspond to Item 14(a)
6. Cross-Reference to Master Closing Checklist. These UCC filings correspond to Item 14(a) of the Master Closing Checklist for the Notes offering, which requires delivery of evidence of the filing of UCC-1 Financing Statements with respect to each U.S. Debtor as a condition to closing. Upon receipt of filing confirmations, please confirm completion of this checklist item with the undersigned.
7. Document Retention. Please retain copies of all filed UCC-1 Financing Statements, filin
7. Document Retention. Please retain copies of all filed UCC-1 Financing Statements, filing receipts, and certified file-stamped copies in your records for a period of not less than seven (7) years from the filing date, or such longer period as may be required by applicable document retention policies.
8. Non-U.S. Security Filings — Not Covered. Please note that corresponding security filing Medium
⚑ Assignment / subcontracting
8. Non-U.S. Security Filings — Not Covered. Please note that corresponding security filings for the Issuers and Guarantors organized in jurisdictions other than the State of Delaware are being addressed through separate security filings under applicable local law and are not included in this filing package. Specifically: (a) Dunmore Energy Holdings Ltd. (Cayman Islands exempted company) — Security interests in the Is
9. Questions. If you have any questions regarding these filing instructions or the enclose Medium
⚑ Liability cap to check against exposure
9. Questions. If you have any questions regarding these filing instructions or the enclosed financing statements, please contact Eric Johannsen or Claire Dempsey at Calderwood & Harkness LLP at (212) 558-4000. UCC-1 FINANCING STATEMENT NO. 1 DUNMORE UPSTREAM FINANCE CORP. (Debtor) Filed with the Delaware Secretary of State Division of Corporations UCC FINANCING STATEMENT — FORM UCC1 Filing Office Copy The undersigned
1. Calderwood & Harkness LLP
1. Calderwood & Harkness LLP Calderwood & Harkness LLP 425 Lexington Avenue New York, New York 10017 Attention: Eric Johannsen, Lead Associate Attention: Claire Dempsey, Working Associate Telephone: (212) 558-4000 Facsimile: (212) 558-3588 Email: ejohanssen@calderwoodharkness.com; cdempsey@calderwoodharkness.com Matter No.: 1016-00003 Delivery Instructions: Please deliver one (1) certified file-stamped copy of each o
2. Northgate Trust Company, N.A.
2. Northgate Trust Company, N.A. Northgate Trust Company, N.A. 100 Wall Street, Suite 1600 New York, New York 10005 Attention: William Kerrigan, Vice President — Corporate Trust Telephone: (212) 720-5500 Facsimile: (212) 720-5501 Email: william.kerrigan@northgatetrust.com Delivery Instructions: Please deliver one (1) certified file-stamped copy of each of the four UCC-1 Financing Statements, together with filing rece