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Contract analysis / ucc-1-qrf-debtor-haverford-secured-party-draft.docx
ucc-1-qrf-debtor-haverford-secured-party-draft.docx
1025-00007 · 19 clauses
High · 0 Medium · 3 Standard · 4
I. FILING JURISDICTION AND METHOD Standard
⚑ Commercial term
I. FILING JURISDICTION AND METHOD This UCC-1 Financing Statement is to be filed with the following filing office: Delaware Secretary of State Division of Corporations — UCC Filing Section John G. Townsend Building 401 Federal Street, Suite 4 Dover, Delaware 19901 The filing method anticipated for this UCC-1 is electronic filing via the Delaware Secretary of State's online portal for UCC filings. Calderwood & Harkness
II. RELATIONSHIP TO OTHER UCC-1 FILINGS IN THIS TRANSACTION
II. RELATIONSHIP TO OTHER UCC-1 FILINGS IN THIS TRANSACTION This UCC-1 Financing Statement is one of three precautionary UCC-1 financing statements prepared by this firm in connection with the QRF 2022-1 transaction. The three filings, taken together, are designed to perfect security interests at each level of the two-step transfer structure from the Originator through the Depositor to the Issuer, as well as the gran
1. UCC-1 #1: QPF (Debtor) / QRH (Secured Party) Medium
⚑ Assignment / subcontracting
1. UCC-1 #1: QPF (Debtor) / QRH (Secured Party) Debtor: Quorum Premium Finance LLC ("QPF"), a Delaware limited liability company (the "Originator") Secured Party: Quorum Receivables Holding LLC ("QRH"), a Delaware limited liability company (the "Depositor") Collateral: All insurance premium finance receivables transferred by QPF to QRH pursuant to the Receivables Sale Agreement dated as of [●], 2022, between QPF, as
2. UCC-1 #2: QRH (Debtor) / QRF 2022-1 (Secured Party) Medium
⚑ Assignment / subcontracting
2. UCC-1 #2: QRH (Debtor) / QRF 2022-1 (Secured Party) Debtor: Quorum Receivables Holding LLC ("QRH"), a Delaware limited liability company (the "Depositor") Secured Party: Quorum Receivables Funding 2022-1 LLC ("QRF 2022-1"), a Delaware limited liability company (the "Issuer") Collateral: All insurance premium finance receivables transferred by QRH to QRF 2022-1 pursuant to the Receivables Transfer Agreement dated a
3. UCC-1 #3 (This Filing): QRF 2022-1 (Debtor) / Calvoneth Trust Company, N.A. (Secured Pa
3. UCC-1 #3 (This Filing): QRF 2022-1 (Debtor) / Calvoneth Trust Company, N.A. (Secured Party) Debtor: Quorum Receivables Funding 2022-1 LLC ("QRF 2022-1"), a Delaware limited liability company (the "Issuer") Secured Party: Calvoneth Trust Company, National Association, as Indenture Trustee for the benefit of the Noteholders Collateral: All assets of the Issuer, including without limitation the Receivables, collectio
III. PURPOSE AND PRECAUTIONARY NATURE Medium
⚑ Assignment / subcontracting
III. PURPOSE AND PRECAUTIONARY NATURE A. Security Interest Structure This UCC-1 Financing Statement (UCC-1 #3) perfects the security interest granted by the Issuer (QRF 2022-1) in favor of Calvoneth Trust Company, National Association, as Indenture Trustee, under the Grant of Security Interest (Pledge Agreement) dated as of [●], 2022. The security interest secures the obligations of the Issuer under the Indenture and
IV. STATUS Standard
⚑ Commercial term
IV. STATUS DRAFT — NOT FILED. This draft UCC-1 Financing Statement was prepared on or about October 12, 2022, by Carlos Espinoza, Working Associate, under the supervision of Yuki Nakamura, Lead Associate, and Douglas Carmichael, Responsible Partner. The underlying transaction — the proposed $500,000,000 insurance premium finance receivables-backed notes issuance by Quorum Receivables Funding 2022-1 LLC — was shelved
V. RESPONSIBLE ATTORNEYS
V. RESPONSIBLE ATTORNEYS The following attorneys at Calderwood & Harkness LLP are responsible for this filing and the related UCC perfection work in connection with the QRF 2022-1 transaction: All inquiries regarding this draft filing or the status of the QRF 2022-1 transaction should be directed to Douglas Carmichael in the first instance.
VI. NOTES FOR FUTURE RELAUNCH
VI. NOTES FOR FUTURE RELAUNCH In the event that the QRF 2022-1 transaction is reactivated for a potential future issuance, the following items must be reviewed, updated, and confirmed prior to the filing of this UCC-1 Financing Statement:
1. Debtor Good Standing. Confirm that Quorum Receivables Funding 2022-1 LLC remains in go
1. Debtor Good Standing. Confirm that Quorum Receivables Funding 2022-1 LLC remains in good standing with the Delaware Secretary of State (DE SOS File No. 7894231). Obtain a current good standing certificate and certificate of status from the Delaware Secretary of State. If the entity has been dissolved, cancelled, or its status has otherwise lapsed, appropriate corrective action must be taken prior to filing.
2. Lien Search. Conduct a comprehensive UCC lien search against the Debtor (Quorum Receiv
2. Lien Search. Conduct a comprehensive UCC lien search against the Debtor (Quorum Receivables Funding 2022-1 LLC) in Delaware to confirm that no intervening UCC financing statements have been filed against the Debtor during the period of dormancy. Any unexpected filings must be investigated and, if necessary, terminated or subordinated prior to filing this UCC-1.
3. Transaction Document Dates. Update all dates in the collateral description referencing
3. Transaction Document Dates. Update all dates in the collateral description referencing Transaction Documents. The current draft contains placeholder dates designated as "[●], 2022." Upon execution of the definitive Transaction Documents, all such placeholder dates must be replaced with the actual execution dates. If the transaction is relaunched in a subsequent calendar year, the date references should reflect the
4. Closing Mechanics and Filing Timing. Coordinate the timing of the filing of this UCC-1
4. Closing Mechanics and Filing Timing. Coordinate the timing of the filing of this UCC-1 with the closing mechanics and funding schedule for the notes offering. The financing statement should be filed on or immediately prior to the closing date, and a bring-down lien search should be conducted following filing to confirm the absence of any competing filings. The filing should be sequenced to occur after the filing o
5. Collateral Description Consistency. Verify that the collateral description set forth i
5. Collateral Description Consistency. Verify that the collateral description set forth in box 4 and Addendum box 12 remains consistent with the final executed versions of the Indenture, the Grant of Security Interest (Pledge Agreement), and related Transaction Documents. Any changes to the defined terms, the scope of the collateral grant, or the identity of the Transaction Documents must be reflected in an updated c
6. Secured Party Confirmation. Confirm that Calvoneth Trust Company, National Association
6. Secured Party Confirmation. Confirm that Calvoneth Trust Company, National Association remains willing and able to serve as Indenture Trustee, Paying Agent, Calculation Agent, Securities Intermediary, and Custodian for the transaction. The primary contact at Calvoneth Trust Company, N.A. is Gerald K. Fontaine, Senior Trust Officer. If Calvoneth Trust Company, N.A. is no longer willing to serve or if the sponsor ha
7. Filing Fee Confirmation. Confirm the current Delaware UCC-1 filing fee at the time of Standard
⚑ Commercial term
7. Filing Fee Confirmation. Confirm the current Delaware UCC-1 filing fee at the time of relaunch, as fees are subject to periodic adjustment by the Delaware Secretary of State.
8. Organizational Identification Number. Confirm that the Delaware Secretary of State Fil
8. Organizational Identification Number. Confirm that the Delaware Secretary of State File Number for the Debtor (currently 7894231) remains accurate and has not been changed or reassigned.
9. Registered Agent. Confirm that Ashgrove Services Inc. remains the Debtor's registered
9. Registered Agent. Confirm that Ashgrove Services Inc. remains the Debtor's registered agent in Delaware and that the registered agent's address is current.
10. Independent Manager. Confirm that Timothy R. Callan continues to serve as the Indepen Standard
⚑ Commercial term
10. Independent Manager. Confirm that Timothy R. Callan continues to serve as the Independent Manager of the Debtor and that Fortbridge Corporate Services LLC remains in good standing and continues to provide independent manager services. If a replacement independent manager is required, the limited liability company agreement of the Debtor must be amended and the information in Addendum box 13 updated. — END OF DRAF