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-mezzanine-membership-interests.docx
ucc-1-mezzanine-membership-interests.docx
1031-00004 · 8 clauses
High · 1 Medium · 0 Standard · 1
1. Filing Jurisdiction
1. Filing Jurisdiction The appropriate filing jurisdiction for this UCC-1 Financing Statement is the Delaware Secretary of State. The Debtor, Hudson Yards West Mezzanine LLC, is organized as a limited liability company under the laws of the State of Delaware. Pursuant to Section 9-301(1) of the Uniform Commercial Code, while a debtor is located in a jurisdiction, the local law of that jurisdiction governs perfection,
2. Filing Fee Standard
⚑ Commercial term
2. Filing Fee The standard Delaware UCC-1 filing fee is currently $181.00 for filing by mail or courier (including one page of the financing statement plus an addendum). If the filing is made electronically through a registered service provider, the fee may differ. The current fee schedule of the Delaware Secretary of State, Division of Corporations, should be confirmed at the time of filing. Any additional pages bey
3. Pre-Filing Lien Search
3. Pre-Filing Lien Search Prior to the filing of this UCC-1 Financing Statement, a comprehensive UCC lien search should be conducted against the exact legal name of the Debtor — "Hudson Yards West Mezzanine LLC" — through the Delaware Secretary of State. The search should also include reasonably similar variations and misspellings of the Debtor's name to ensure completeness. The purpose of this search is to confirm t
4. Timing and Coordination with Closing
4. Timing and Coordination with Closing This UCC-1 Financing Statement should be filed simultaneously with the closing of the Mezzanine Loan on June 15, 2025. Filing should be coordinated with Sentinel Title & Escrow Company (contact: Patricia Eng, Senior Escrow Officer) to ensure that disbursement of the mezzanine loan proceeds is conditioned upon receipt of confirmation that this UCC-1 Financing Statement has been
5. Distribution of File-Stamped Copies
5. Distribution of File-Stamped Copies Upon receipt of the file-stamped acknowledgment copy from the Delaware Secretary of State, copies should be distributed as follows: (a) Granite Peak Capital Partners, LP — Attn: Victor Salinas, Managing Director, and Rebecca Thornton, Vice President — 9 West 57th Street, Suite 4200, New York, NY 10019. Provide two (2) copies of the file-stamped UCC-1 Financing Statement and Adde
6. Continuation Statement — Five-Year Calendar Reminder
6. Continuation Statement — Five-Year Calendar Reminder Pursuant to UCC Section 9-515(a), a filed financing statement is effective for a period of five (5) years after the date of filing unless a continuation statement is filed within six (6) months before the expiration of that five-year period. Accordingly, the following dates should be calendared in the firm's UCC diary system and communicated to the client: A rem
7. Cross-Reference — Senior Mortgage Lender UCC Filing
7. Cross-Reference — Senior Mortgage Lender UCC Filing This UCC-1 Financing Statement secures the mezzanine lender's (Granite Peak Capital Partners, LP) security interest in the membership interests of Hudson Yards West Mortgage LLC (the "Mortgage Borrower"). It is a pledge-level filing — the collateral consists of equity interests in the Mortgage Borrower, not the underlying real property or personal property assets
8. Intercreditor Agreement — Compliance Confirmation High
⚑ Non-compete / exclusivity restraint
8. Intercreditor Agreement — Compliance Confirmation The filing of this UCC-1 Financing Statement is consistent with, and expressly contemplated by, the Intercreditor Agreement, dated as of June 15, 2025, by and between Ironclad National Bank, N.A. (as senior lender) and Granite Peak Capital Partners, LP (as mezzanine lender) (the "Intercreditor Agreement"). Specifically, the Intercreditor Agreement provides, among o