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-qpf-debtor-qrh-secured-party-draft.docx
ucc-1-qpf-debtor-qrh-secured-party-draft.docx
1025-00007 · 17 clauses
High · 0 Medium · 1 Standard · 1
I. Filing Instructions Medium
⚑ Assignment / subcontracting
I. Filing Instructions The following instructions are provided for the filing of the attached UCC-1 financing statement with the Delaware Secretary of State. Filing should proceed only upon receipt of express written authorization from the deal team. Filing Office: Delaware Secretary of State, Division of Corporations, UCC Filing Section, John G. Townsend Building, 401 Federal Street, Suite 4, Dover, DE 19901. Filing
II. Context and Purpose of Filing
II. Context and Purpose of Filing This UCC-1 financing statement is the first in a chain of three UCC-1 financing statements required to establish and perfect the security interests (or, in the case of true sale transfers, precautionary security interests) at each transfer level in the Quorum Receivables Funding 2022-1 LLC securitization structure. The three filings in the chain are as follows: Filing 1 (This Filing)
III. Coordination Notes
III. Coordination Notes The following coordination requirements should be observed in connection with this filing:
1. Simultaneous Filing. This financing statement (Filing 1: QPF → QRH) should be filed si
1. Simultaneous Filing. This financing statement (Filing 1: QPF → QRH) should be filed simultaneously with the other two UCC-1 financing statements in the perfection chain (Filing 2: QRH → QRF 2022-1 and Filing 3: QRF 2022-1 → Calvoneth Trust Company, N.A.) on the closing date of the transaction. All three filings should be submitted to the Delaware Secretary of State at the same time, or as close in time as practica
2. Consistent Collateral Descriptions. The collateral descriptions in all three UCC-1 fin
2. Consistent Collateral Descriptions. The collateral descriptions in all three UCC-1 financing statements should be reviewed for consistency prior to filing. While the precise scope of collateral may differ slightly at each transfer level (reflecting the fact that each successive transferee acquires only the interests that were transferred to it by its transferor), the core receivables description and the related ri
3. UCC-3 Amendments. If the collateral description, party information, or any other mater
3. UCC-3 Amendments. If the collateral description, party information, or any other material term of this financing statement changes between the date of this draft and the closing date, a UCC-3 amendment may be required to update the filed financing statement. In particular, the following items should be confirmed and, if necessary, updated prior to filing or promptly after filing: (a) The debtor's exact legal name,
4. Cross-Reference to Legal Analysis. The filing team should review and reference the Mem
4. Cross-Reference to Legal Analysis. The filing team should review and reference the Memorandum on UCC Perfection and Priority Analysis dated September 19, 2022 (prepared by Carlos Espinoza), which provides a detailed legal analysis supporting this filing, including analysis of the choice-of-law rules applicable to perfection, the sufficiency of the collateral description, the true sale / precautionary filing analys
5. UCC Lien Search. Prior to filing, a current UCC lien search should be conducted agains
5. UCC Lien Search. Prior to filing, a current UCC lien search should be conducted against the debtor (Quorum Premium Finance LLC) in the records of the Delaware Secretary of State to confirm that no prior financing statements have been filed covering the same or substantially similar collateral. The results of the lien search should be reviewed by the deal team and reported to the secured party's counsel. Any prior
IV. Status.
IV. Status. DRAFT — NOT FILED This filing instruction memorandum and the attached UCC-1 financing statement are in draft form and have not been authorized for filing. The underlying transaction — Quorum Receivables Funding 2022-1 LLC, $500,000,000 Insurance Premium Finance Asset-Backed Securities — has been placed in indefinite dormant status pursuant to the following timeline: • November 14, 2022: The Board of Direc
1. Confirm the debtor's current exact legal name, organizational status, and organization
1. Confirm the debtor's current exact legal name, organizational status, and organizational identification number against the current records of the Delaware Secretary of State.
2. Confirm that the debtor and the secured party remain in good standing in Delaware and
2. Confirm that the debtor and the secured party remain in good standing in Delaware and in all jurisdictions in which they are qualified to do business.
3. Confirm the current mailing addresses of the debtor and the secured party.
3. Confirm the current mailing addresses of the debtor and the secured party.
4. Review and, if necessary, update the collateral description to reflect any changes to
4. Review and, if necessary, update the collateral description to reflect any changes to the eligible receivables criteria, the scope of collateral covered by the Receivables Sale Agreement, or the structure of the securitization transaction.
5. Conduct a current UCC lien search against the debtor in the records of the Delaware Se
5. Conduct a current UCC lien search against the debtor in the records of the Delaware Secretary of State and review the results for any intervening filings or competing liens.
6. Confirm the current Delaware Secretary of State filing fee schedule. Standard
⚑ Commercial term
6. Confirm the current Delaware Secretary of State filing fee schedule.
7. Coordinate with the deal team to ensure that all three UCC-1 filings in the perfection
7. Coordinate with the deal team to ensure that all three UCC-1 filings in the perfection chain are updated and ready for simultaneous filing on the new closing date.
8. Obtain express written filing authorization from the deal team prior to submission of
8. Obtain express written filing authorization from the deal team prior to submission of the financing statement to the filing office. — End of Draft UCC-1 Financing Statement and Filing Instruction Cover Memorandum — DRAFT — NOT FOR FILING Calderwood & Harkness LLP — Matter No. 1025-00007 Field | Entry Initial Financing Statement Filing Number | [To be assigned by the Delaware Secretary of State upon filing] Filing