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 / lien-release-authorization-letter.docx
lien-release-authorization-letter.docx
High · 3
Medium · 2
Standard · 8
I. Background and Recitals
Standard
⚑ Commercial term
I. Background and Recitals Atlas Meridian Bank, N.A. ("Atlas Meridian"), in its capacity as Administrative Agent and Collateral Agent under the Existing Credit Agreement referenced above, delivers this Lien Release Authorization Letter (this "Letter") in connection with the refinancing of all outstanding obligations under the Existing Credit Agreement, as more fully described below. Capitalized terms used but not oth
II. Authorization and Release of Liens
High
⚑ Indemnity / guarantee obligation
II. Authorization and Release of Liens A. Authorization upon Receipt of Payoff Amount. Atlas Meridian, acting in its capacity as Administrative Agent and Collateral Agent under the Existing Credit Agreement, hereby authorizes, directs, and confirms the complete and unconditional release and termination of all liens, security interests, pledges, assignments, mortgages, deeds of trust, hypothecations, charges, and encu
1. Personal Property Collateral. All personal property of the Borrower and each Guarantor
1. Personal Property Collateral. All personal property of the Borrower and each Guarantor in which Liens were granted to or for the benefit of the Collateral Agent under the Security Agreement and the other Collateral Documents, including, without limitation: all accounts receivable; inventory (including raw materials, work-in-process, and finished goods); equipment (including machinery, furniture, fixtures, motor ve
2. Equity Interests. All equity interests pledged under the Pledge Agreements and the Secu
High
⚑ Uncapped liability exposure
2. Equity Interests. All equity interests pledged under the Pledge Agreements and the Security Agreement, including, without limitation: (a) one hundred percent (100%) of the issued and outstanding equity interests in Nexford Industrial Holdings Inc. pledged by Granite Peak NIH Holdings, LLC; (b) one hundred percent (100%) of the issued and outstanding equity interests in each direct domestic subsidiary of the Borrow
3. Real Property Collateral (Mortgaged Properties). All real property collateral encumbere
3. Real Property Collateral (Mortgaged Properties). All real property collateral encumbered by mortgages, deeds of trust, or similar instruments in favor of Atlas Meridian as Collateral Agent, consisting of the following four (4) mortgaged properties: (a) 1400 Industrial Parkway, Schaumburg, Illinois 60173 (Cook County, Illinois); (b) 2750 Commerce Drive, Rockford, Illinois 61101 (Winnebago County, Illinois); (c) 600
4. Intellectual Property. All patents, patent applications, trademarks, trademark applicat
4. Intellectual Property. All patents, patent applications, trademarks, trademark applications, service marks, service mark registrations, copyrights, and copyright registrations of the Borrower and the Guarantors, and all related rights, in which a security interest was recorded at the United States Patent and Trademark Office ("USPTO") and the United States Copyright Office, pursuant to the intellectual Property Se
5. Intercompany Notes. All intercompany promissory notes pledged to the Collateral Agent u
5. Intercompany Notes. All intercompany promissory notes pledged to the Collateral Agent under the Pledge Agreements or the Security Agreement, including all notes evidencing indebtedness between and among the Loan Parties and their respective subsidiaries.
6. Deposit and Securities Account Control Agreements. All rights of the Collateral Agent u
6. Deposit and Securities Account Control Agreements. All rights of the Collateral Agent under deposit account control agreements and securities account control agreements entered into in connection with the Existing Credit Agreement between the applicable Loan Party, Atlas Meridian as Collateral Agent, and the applicable depository bank or securities intermediary.
III. Authorization to File UCC-3 Termination Statements
III. Authorization to File UCC-3 Termination Statements A. UCC-3 Termination Filings. Atlas Meridian hereby authorizes the Borrower, its counsel, Calderwood & Harkness LLP ("Borrower's Counsel"), and their respective authorized agents, representatives, officers, partners, and associates to prepare, execute (to the extent required), and file UCC-3 Termination Statements (each, a "UCC-3 Termination Statement") terminat
IV. Authorization to Release Mortgages
Standard
⚑ Commercial term
IV. Authorization to Release Mortgages A. Mortgage Releases and Satisfactions. Atlas Meridian hereby authorizes and agrees to execute and deliver (or cause to be executed and delivered) mortgage releases, satisfactions of mortgage, discharges, or reconveyances, as applicable under the laws of the relevant jurisdiction, for each of the following mortgaged properties (collectively, the "Mortgage Release Documents"): (i
V. Authorization to Terminate Control Agreements
Standard
⚑ Commercial term
V. Authorization to Terminate Control Agreements Atlas Meridian hereby authorizes and directs the termination of all deposit account control agreements and securities account control agreements entered into by and among any Loan Party, Atlas Meridian as Collateral Agent, and the applicable depository banks and securities intermediaries in connection with the Existing Credit Agreement (collectively, the "Control Agree
VI. Authorization to Release Pledged Instruments and Certificates
Medium
⚑ Assignment / subcontracting
VI. Authorization to Release Pledged Instruments and Certificates Upon receipt of the Payoff Amount in full in immediately available funds, Atlas Meridian will return, or cause to be returned, to the Borrower (or as directed by the Borrower in writing) all original stock certificates, membership interest certificates, limited liability company interest certificates, partnership interest certificates, promissory notes
VII. Power of Attorney
Standard
⚑ Commercial term
VII. Power of Attorney Atlas Meridian hereby irrevocably constitutes and appoints the Borrower and Calderwood & Harkness LLP (and their respective authorized officers, partners, associates, agents, and representatives, each acting individually) as its true and lawful attorney-in-fact, effective upon the irrevocable receipt by Atlas Meridian of the Payoff Amount in full in immediately available funds, with full power
VIII. Representations and Confirmations by Atlas Meridian Bank, N.A.
Standard
⚑ Commercial term
VIII. Representations and Confirmations by Atlas Meridian Bank, N.A. Atlas Meridian hereby represents, warrants, and confirms to the Borrower, the Guarantors, Crescent Harbor, and their respective counsel as follows: (a) Authority. Atlas Meridian has the full right, power, and authority, as Administrative Agent and Collateral Agent under the Existing Credit Agreement, to authorize the release and termination of all L
IX. Conditions to Effectiveness
Standard
⚑ Commercial term
IX. Conditions to Effectiveness This Letter, and all authorizations, releases, powers of attorney, and other provisions contained herein, shall become effective upon, and only upon, the satisfaction of the following condition: The irrevocable receipt by Atlas Meridian Bank, N.A. of the Payoff Amount in full in immediately available funds, wired to the account specified in the Payoff Letter, on or before March 28, 202
X. Further Assurances
Standard
⚑ Commercial term
X. Further Assurances Atlas Meridian agrees that, following the receipt of the Payoff Amount in full, it will, at the Borrower's sole cost and expense, promptly execute and deliver such additional documents, instruments, certificates, and filings as may be reasonably requested by the Borrower or Borrower's Counsel to effect or confirm the release and termination of all Liens granted in favor of Atlas Meridian as Coll
XI. Wire Instructions for Payoff
Standard
⚑ Commercial term
XI. Wire Instructions for Payoff The Payoff Amount should be remitted by wire transfer of immediately available funds to the account designated in the wire transfer instructions provided separately by Atlas Meridian in the Payoff Letter dated March 26, 2025, and the wire instruction addendum delivered therewith (the "Wire Instructions"). The Borrower and its counsel are directed to the Payoff Letter for the complete
XII. Contact Information
XII. Contact Information For any questions, inquiries, or coordination regarding the lien releases, UCC-3 Termination Statement filings, mortgage satisfaction executions, return of pledged instruments and certificates, termination of Control Agreements, or any other matter arising under this Letter, please contact the following individuals: Atlas Meridian Bank, N.A.: Sandra Vickers Managing Director, Portfolio Manage
XIII. Governing Law
Medium
⚑ Forum / governing law
XIII. Governing Law This Letter shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the conflict of laws principles thereof (other than Section 5-1401 and Section 5-1402 of the New York General Obligations Law), consistent with the governing law provision set forth in Section 10.14 of the Existing Credit Agreement.
XIV. Miscellaneous
High
⚑ Non-compete / exclusivity restraint
XIV. Miscellaneous This Letter may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Letter by facsimile transmission or by electronic mail in portable document format (.pdf) shall be effective as delivery of a manually executed counterpart. This Letter constitutes the entire agree