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Contract analysis / ucc-3-termination-statements.docx
ucc-3-termination-statements.docx
1041-00003 · 21 clauses
High · 1 Medium · 4 Standard · 3
I. INTRODUCTORY MEMORANDUM High
⚑ Non-compete / exclusivity restraint
I. INTRODUCTORY MEMORANDUM 1.1 Purpose and Background This package (the "UCC-3 Termination Package") contains the UCC-3 Financing Statement Amendments (Termination) filed on July 9, 2024, to terminate all Uniform Commercial Code financing statements previously filed by or on behalf of Atlas Commercial Lending Corp., a New York corporation ("Atlas" or the "Secured Party"), as administrative agent and secured party of
II. SCHEDULE OF UCC-3 TERMINATION FILINGS Medium
⚑ Notice / time limit to track
II. SCHEDULE OF UCC-3 TERMINATION FILINGS 2.1 Summary Table of All Filings The following table provides a summary of all UCC-3 Financing Statement Amendments (Termination) filed in connection with the payoff and discharge of the Existing Credit Agreement. Each filing is designed to terminate the corresponding original UCC-1 financing statement (and all amendments and continuation statements filed in respect thereof)
III. FORM UCC-3 FINANCING STATEMENT AMENDMENTS Medium
⚑ Assignment / subcontracting
III. FORM UCC-3 FINANCING STATEMENT AMENDMENTS Set forth below are the completed UCC-3 Financing Statement Amendment forms (based on the National UCC Financing Statement Amendment form, UCC3, Rev. 04/20/11, promulgated by the International Association of Commercial Administrators) for each of the termination filings described in Section II above. Each form has been completed in accordance with the requirements of the
IV. FILING CONFIRMATIONS AND ACKNOWLEDGMENTS Standard
⚑ Commercial term
IV. FILING CONFIRMATIONS AND ACKNOWLEDGMENTS 4.1 Filing Office Acknowledgments This section will be populated with stamped, acknowledged copies of each UCC-3 Financing Statement Amendment (Termination) as returned by the applicable filing office. Twenty-four (24) hour expedited filing and processing was requested in all jurisdictions at the time of submission on July 9, 2024. The following filing office acknowledgmen
V. RELATED LIEN TERMINATION ACTIONS (CROSS-REFERENCE) Medium
⚑ Assignment / subcontracting
V. RELATED LIEN TERMINATION ACTIONS (CROSS-REFERENCE) 5.1 USPTO / USCO Filings In connection with the security interests granted by Cloudium Technologies plc and its domestic subsidiaries under the Security Agreement (as defined in the Existing Credit Agreement), certain filings were made with the United States Patent and Trademark Office ("USPTO") and the United States Copyright Office ("USCO") to record Atlas Comme
VI. UCC SEARCH RESULTS (PRE-FILING VERIFICATION)
VI. UCC SEARCH RESULTS (PRE-FILING VERIFICATION) 6.1 Summary of UCC Searches Conducted Prior to the closing of the Acquisition and the filing of the UCC-3 termination statements described herein, Calderwood & Harkness LLP, through its retained search agent (Pemberton Industries, or "Pemberton"), conducted comprehensive UCC lien searches against Cloudium Technologies plc and each of its domestic subsidiary guarantors
VII. SIGNATURE PAGES / FILER INFORMATION Standard
⚑ Commercial term
VII. SIGNATURE PAGES / FILER INFORMATION Each UCC-3 Financing Statement Amendment (Termination) included in this package contains the following filer information: Filer / Authorized Representative: Calderwood & Harkness LLP (as authorized representative of the Debtor(s), with the consent and authorization of the Secured Party of Record) Filer Contact Information: Contact Person: Tiffany Rosenthal, Lead Associate Cald
VIII. EXHIBITS AND ATTACHMENTS Standard
⚑ Commercial term
VIII. EXHIBITS AND ATTACHMENTS Exhibit A — Payoff Letter from Atlas Commercial Lending Corp. (July 5, 2024) [EXHIBIT A] PAYOFF LETTER ATLAS COMMERCIAL LENDING CORP. Dated: July 5, 2024 Attached hereto is a complete copy of the Payoff Letter issued by Atlas Commercial Lending Corp., in its capacity as administrative agent under the Existing Credit Agreement, dated July 5, 2024, and addressed to Cloudium Technologies p
1. Delaware Secretary of State — Search against Cloudium Technologies plc (dated July 1,
1. Delaware Secretary of State — Search against Cloudium Technologies plc (dated July 1, 2024)
2. Delaware Secretary of State — Search against Cloudium Data Services Inc. (dated July 1
2. Delaware Secretary of State — Search against Cloudium Data Services Inc. (dated July 1, 2024)
3. Delaware Secretary of State — Search against Cloudium Infrastructure Holdings LLC (dat
3. Delaware Secretary of State — Search against Cloudium Infrastructure Holdings LLC (dated July 1, 2024)
4. Delaware Secretary of State — Search against Cloudium Federal Solutions Inc. (dated Ju
4. Delaware Secretary of State — Search against Cloudium Federal Solutions Inc. (dated July 1, 2024)
5. California Secretary of State — Search against Cloudium Technologies plc (dated July 2
5. California Secretary of State — Search against Cloudium Technologies plc (dated July 2, 2024)
6. New York Department of State — Search against Cloudium Technologies plc (dated July 3,
6. New York Department of State — Search against Cloudium Technologies plc (dated July 3, 2024) The search reports confirmed the complete set of outstanding UCC financing statements filed by Atlas Commercial Lending Corp. against the Debtors, as enumerated in Section II and Section VI of this package. The search reports also identified two equipment lease filings by third-party lessors constituting Permitted Liens, a
1. UCC-1 Financing Statement, Filing No. 2021-1234567 — Filed with the Delaware Secretary
1. UCC-1 Financing Statement, Filing No. 2021-1234567 — Filed with the Delaware Secretary of State on March 15, 2021 (Cloudium Technologies plc — blanket lien), together with: (a) UCC-3 Continuation Statement, Filing No. 2024-0456789, filed with the Delaware Secretary of State on January 22, 2024
2. UCC-1 Financing Statement, Filing No. 2021-1234890 — Filed with the Delaware Secretary
2. UCC-1 Financing Statement, Filing No. 2021-1234890 — Filed with the Delaware Secretary of State on March 15, 2021 (Cloudium Technologies plc — IP supplement)
3. UCC-1 Financing Statement, Filing No. 2021-CA7865432 — Filed with the California Secre
3. UCC-1 Financing Statement, Filing No. 2021-CA7865432 — Filed with the California Secretary of State on March 15, 2021 (Cloudium Technologies plc — precautionary blanket lien)
4. UCC-1 Financing Statement, Filing No. 2021-NY0398214 — Filed with the New York Departm
4. UCC-1 Financing Statement, Filing No. 2021-NY0398214 — Filed with the New York Department of State on March 22, 2021 (Cloudium Technologies plc — precautionary deposit accounts/investment property)
5. UCC-1 Financing Statement, Filing No. 2021-1235001 — Filed with the Delaware Secretary
5. UCC-1 Financing Statement, Filing No. 2021-1235001 — Filed with the Delaware Secretary of State on March 15, 2021 (Cloudium Data Services Inc. — blanket lien)
6. UCC-1 Financing Statement, Filing No. 2021-1235002 — Filed with the Delaware Secretary
6. UCC-1 Financing Statement, Filing No. 2021-1235002 — Filed with the Delaware Secretary of State on March 15, 2021 (Cloudium Infrastructure Holdings LLC — blanket lien)
7. UCC-1 Financing Statement, Filing No. 2021-1235003 — Filed with the Delaware Secretary Medium
⚑ Confidentiality undertaking
7. UCC-1 Financing Statement, Filing No. 2021-1235003 — Filed with the Delaware Secretary of State on March 15, 2021 (Cloudium Federal Solutions Inc. — blanket lien) Cross-reference: Original stamped copies of the UCC-1 financing statements and amendments are maintained in the closing binder at Tab 16. PREPARED BY: CALDERWOOD & HARKNESS LLP By: ________ Name: Tiffany Rosenthal Title: Lead Associate Date: July 9, 2024