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 / good-standing-certificates-all-loan-parties.docx
good-standing-certificates-all-loan-parties.docx
1005-00001 · 13 clauses
High · 2 Medium · 1 Standard · 2
I. PURPOSE AND BACKGROUND Standard
⚑ Commercial term
I. PURPOSE AND BACKGROUND A. Purpose of This Memorandum This memorandum serves as a cover memorandum and comprehensive index for the good standing certificates (also referred to as certificates of existence, certificates of status, or certificates of good standing, depending on the nomenclature and conventions of the issuing jurisdiction) obtained from the respective Secretaries of State or equivalent state filing au
II. SUMMARY TABLE OF GOOD STANDING CERTIFICATES
II. SUMMARY TABLE OF GOOD STANDING CERTIFICATES The following table summarizes the good standing certificates obtained for all thirteen (13) Loan Parties. Each certificate is attached to this memorandum behind the corresponding tab number indicated in the first column. Original certificates have been included in the closing binder delivered to the Administrative Agent; copies are maintained in the Calderwood & Harkne
III. DETAILED CERTIFICATE DESCRIPTIONS High
⚑ Uncapped liability exposure
III. DETAILED CERTIFICATE DESCRIPTIONS The following section provides a detailed description of each good standing certificate, organized by tab number. For each Loan Party, additional identifying information is provided, including entity type, jurisdiction of organization, filing authority, relevant filing or entity identification numbers, registered agent information, and the role of such entity in the credit facil
IV. NOTES ON CERTIFICATE PROCUREMENT Standard
⚑ Commercial term
IV. NOTES ON CERTIFICATE PROCUREMENT A. Timing and Compliance with Conditions Precedent All good standing certificates compiled herein are dated within five (5) business days of the Closing Date of March 28, 2025, thereby satisfying the conditions precedent to closing set forth in Section 4.01(a)(iv) of the Credit Agreement. The five-business-day lookback period, counting backward from March 28, 2025, commenced on Ma
V. ENTITIES EXCLUDED FROM THIS COMPILATION
V. ENTITIES EXCLUDED FROM THIS COMPILATION For the avoidance of doubt, the following entities are not Loan Parties under the Credit Agreement, and accordingly, no good standing certificates have been obtained or included in this compilation for such entities. A. Foreign Subsidiaries (Not Loan Parties) The following entities are foreign subsidiaries of the Borrower and are expressly excluded from the definition of "Lo
1. Nexford Canada Holdings ULC — An unlimited liability company organized under the laws High
⚑ Uncapped liability exposure
1. Nexford Canada Holdings ULC — An unlimited liability company organized under the laws of the Province of British Columbia, Canada. Principal address: 1055 West Georgia Street, Suite 1500, Vancouver, British Columbia V6E 4N7, Canada. Nexford Canada Holdings ULC is a wholly owned subsidiary of Nexford International Holdings, Inc. (Tab 8) and serves as the intermediate holding company for the Nexford group's Canadian
2. Nexford Canada Manufacturing, Inc. — A corporation organized under the laws of the Pro
2. Nexford Canada Manufacturing, Inc. — A corporation organized under the laws of the Province of Ontario, Canada. Principal address: 400 Industrial Road, Mississauga, Ontario L5T 2R3, Canada. Nexford Canada Manufacturing, Inc. is a wholly owned subsidiary of Nexford Canada Holdings ULC and operates the Nexford group's Canadian manufacturing facility in Mississauga, Ontario. B. Sponsor and Fund Entities (Not Loan Par
1. Granite Peak Capital Partners, LP — A Delaware limited partnership. Principal address:
1. Granite Peak Capital Partners, LP — A Delaware limited partnership. Principal address: 600 Steamboat Road, Suite 300, Greenwich, Connecticut 06830. Granite Peak Capital Partners, LP is the sponsor and investment management firm overseeing the Nexford investment.
2. Granite Peak Capital Fund IV, LP — A Delaware limited partnership. Granite Peak Capita
2. Granite Peak Capital Fund IV, LP — A Delaware limited partnership. Granite Peak Capital Fund IV, LP is the primary investment fund that holds approximately 92% of the membership interests in Granite Peak NIH Holdings, LLC (Holdings).
3. GP Fund IV Co-Invest, LP — A Delaware limited partnership. GP Fund IV Co-Invest, LP is
3. GP Fund IV Co-Invest, LP — A Delaware limited partnership. GP Fund IV Co-Invest, LP is the co-investment vehicle that holds approximately 8% of the membership interests in Granite Peak NIH Holdings, LLC (Holdings).
4. Granite Peak Capital GP IV, LLC — A Delaware limited liability company. Granite Peak C
4. Granite Peak Capital GP IV, LLC — A Delaware limited liability company. Granite Peak Capital GP IV, LLC serves as the general partner of Granite Peak Capital Fund IV, LP and GP Fund IV Co-Invest, LP.
VI. INDEX OF ATTACHMENTS
VI. INDEX OF ATTACHMENTS The following good standing certificates are attached to this memorandum and are organized behind the tab numbers indicated below. Each certificate is an original or certified copy obtained from the relevant filing authority. Tab 1: Good Standing Certificate — Nexford Industrial Holdings Inc. (Delaware Secretary of State, dated March 24, 2025) Tab 2: Good Standing Certificate — Granite Peak N
VII. PREPARER CERTIFICATION Medium
⚑ Confidentiality undertaking
VII. PREPARER CERTIFICATION Prepared by: ________________________________________ Sophie Tremblay Associate, Banking & Finance Group Calderwood & Harkness LLP 425 Lexington Avenue New York, New York 10017 Telephone: (212) 555-4800 Email: stremblay@calderwoodharkness.com Date: March 28, 2025 Reviewed by: ________________________________________ Marcus Leung Lead Associate, Banking & Finance Group Calderwood & Harkness