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Contract analysis / ucc-1-pennsylvania-clearfield.docx
ucc-1-pennsylvania-clearfield.docx
High · 0
Medium · 3
Standard · 1
1. Transaction Context.
Standard
⚑ Commercial term
1. Transaction Context. This Financing Statement is filed in connection with the Credit Agreement dated as of March 28, 2025 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among: • Nexford Industrial Holdings Inc., a Delaware corporation, as Borrower; • The Guarantors party thereto (including Clearfield Tool & Die, Inc., as a Subsidiary Guarantor
2. Information Regarding the Debtor.
2. Information Regarding the Debtor. Clearfield Tool & Die, Inc. is a corporation organized and existing under the laws of the Commonwealth of Pennsylvania. The Debtor was originally incorporated in Pennsylvania in 1987 and was acquired by Nexford Industrial Holdings Inc. in 2021. As of the date of this filing, the Debtor is a wholly-owned direct subsidiary of Nexford Industrial Holdings Inc. The Debtor serves as a S
3. Information Regarding the Secured Party.
Medium
⚑ Forum / governing law
3. Information Regarding the Secured Party. Crescent Harbor Bank, N.A. is a national banking association organized and existing under the laws of the United States, with its principal office located at 320 Federal Street, Boston, Massachusetts 02110. In connection with this Financing Statement, Crescent Harbor Bank, N.A. acts solely in its capacity as Collateral Agent for the benefit of the Secured Parties as defined
4. Security Agreement Reference.
4. Security Agreement Reference. The security interest perfected by this Financing Statement was granted pursuant to the Security Agreement dated as of March 28, 2025, among the Debtor (as a grantor), the other grantors party thereto, and Crescent Harbor Bank, N.A., as Collateral Agent. The Security Agreement grants a security interest in substantially all personal property of each grantor (including the Debtor) to s
5. Authorization.
Medium
⚑ Forum / governing law
5. Authorization. This Financing Statement is filed pursuant to the authorization granted by the Debtor under Section 14.3 of the Security Agreement, which provides that each grantor authorizes the Collateral Agent to file one or more financing statements (and amendments thereto and continuation statements thereof) in any UCC filing jurisdiction, covering the collateral described in the Security Agreement, without th
1. Filing Context.
1. Filing Context. This UCC-1 Financing Statement is one of a total of thirteen (13) UCC-1 Financing Statements being filed across six (6) filing jurisdictions as part of the closing deliverables for the Nexford Industrial Holdings Inc. Term Loan B transaction. The filing jurisdictions are as follows:
2. Jurisdictional Basis.
2. Jurisdictional Basis. Pennsylvania is the proper filing jurisdiction for Clearfield Tool & Die, Inc. because the Debtor is a corporation organized under the laws of the Commonwealth of Pennsylvania. Under UCC § 9-301(1) (codified in Pennsylvania at 13 Pa.C.S. § 9301(a)(1)), the law governing perfection and the effect of perfection or nonperfection of a security interest in collateral is the local law of the jurisd
3. Existing UCC Filings — Termination.
3. Existing UCC Filings — Termination. A UCC search conducted by Pemberton Industries on March 15, 2025, identified one (1) existing UCC-1 Financing Statement on file against Clearfield Tool & Die, Inc. with the Pennsylvania Department of State, filed by Atlas Meridian Bank, N.A. (initial filing number PA-2019-0472831, filed September 12, 2019). This filing relates to a prior revolving credit facility that is being r
4. Closing Binder.
4. Closing Binder. The original or file-stamped copy of this Financing Statement, together with confirmation of the assigned filing number and filing date, is to be included in the closing binder for the Nexford Industrial Holdings Inc. Term Loan B transaction under the tab designated "UCC Financing Statements — Pennsylvania." A copy shall also be maintained in the Calderwood & Harkness LLP matter file (Matter No. 10
5. Continuation Statement.
5. Continuation Statement. The effectiveness of this Financing Statement will lapse five (5) years from the date of filing unless a UCC-3 Continuation Statement is timely filed within the six-month window preceding the lapse date, as provided in 13 Pa.C.S. § 9515. A docket reminder for the continuation filing has been set for September 28, 2029 (six months prior to the anticipated lapse date of March 28, 2030).
6. Contact Information.
Medium
⚑ Confidentiality undertaking
6. Contact Information. For questions regarding this filing, contact: Sophie Tremblay Calderwood & Harkness LLP 425 Lexington Avenue New York, NY 10017 Telephone: (212) 558-4000 Email: stremblay@calderwoodharkness.com For questions regarding the Borrower's transaction documents, contact: Jonathan Ferris Whitfield & Gage LLP 51 West 52nd Street New York, NY 10019 Telephone: (212) 403-1000 Email: jferris@whitfieldgage.