Examples of Main Term in a sentence
All three UCC‐3s were filed with the Delaware Secretary of State, including the UCC‐3 that erroneously identified for termination the Main Term Loan UCC‐1, which was entirely unrelated to the Synthetic Lease.
The third, UCC‐1 number 6416808 4, related instead to the Term Loan.When Mayer Brown prepared a Closing Checklist of the actions required to unwind the Synthetic Lease, it identified the Main Term Loan UCC‐1 for termination alongside the security interests that actually did need to be terminated.
On appeal to this Court, the parties offered competing interpretations of UCC § 9‐509(d)(1), which provides that a UCC‐3 termination statement is effective only if “the secured party of record authorizes the filing.” JPMorgan reasoned that it cannot have “authorize[d] the filing” of the UCC‐3 that identified the Main Term Loan UCC‐1 for termination because JPMorgan neither intended to terminate the security interest nor instructed anyone else to do so on its behalf.
The Committee further argued that even if JPMorgan never intentionally instructed anyone to terminate the Main Term Loan UCC‐1, JPMorgan did literally “authorize[] the filing”—even if mistakenly—of a UCC‐3 termination statement that had that effect.In our prior certification opinion we recognized that this appeal presents two closely related questions.
And when Mayer Brown prepared draft UCC‐3 statements to terminate the three security interests identified in the Closing Checklist, it prepared a UCC‐3 statement to terminate the Main Term Loan UCC‐1 as well as those related to the Synthetic Lease.No one at General Motors, Mayer Brown, JPMorgan, or its counsel, Simpson Thacher & Bartlett LLP, noticed the error, even though copies of the Closing Checklist and draft UCC‐3 termination statements were sent to individuals at each organization for review.