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Contract analysis / closing-binder-index.docx
closing-binder-index.docx
1005-00001 · 24 clauses
High · 1 Medium · 1 Standard · 0
I. COMPILATION INSTRUCTIONS FOR PARALEGAL TEAM
I. COMPILATION INSTRUCTIONS FOR PARALEGAL TEAM The following instructions govern the compilation, assembly, formatting, and distribution of the closing binder for the above-referenced matter. All members of the paralegal team assigned to this matter should review these instructions in their entirety prior to commencing any compilation work. Any questions regarding document sourcing, execution status, or the treatment
1. Number of Sets. Compile four (4) complete sets of the closing binder, each containing
1. Number of Sets. Compile four (4) complete sets of the closing binder, each containing originals or conformed copies as specified herein. The four sets shall be distributed as follows: (i) Calderwood & Harkness LLP (File Copy) — One original set to be retained in the firm's client file room at 425 Lexington Avenue, New York, NY 10017. This set should be delivered to the attention of Claudia Merritt, Partner, Bankin
2. Binder Specifications. Each binder set should be housed in black three-ring binders (D
2. Binder Specifications. Each binder set should be housed in black three-ring binders (D-ring, 3-inch capacity preferred) with printed spine labels and front cover labels. Spine labels should read: "Nexford Industrial Holdings Inc. — $1,400,000,000 Term Loan B — Closing Binder — [Volume Number]" Front cover labels should include the full matter description, the closing date (March 28, 2025), the matter number (1005-
3. Number of Volumes. The anticipated number of volumes is five (5), organized as follows
3. Number of Volumes. The anticipated number of volumes is five (5), organized as follows: • Volume I: Transaction Documents (Tabs 1–5) • Volume II: Security & Collateral Documents (Tabs 6–17) • Volume III: UCC Filings & Lien Release Documents (Tabs 18–21) • Volume IV: Certificates, Opinions & Resolutions (Tabs 22–40) • Volume V: Ancillary Documents, Funds Flow & Post-Closing (Tabs 41–55) If any individual volume exc
4. Originals and Conformed Copies. All documents included in the closing binder should be
4. Originals and Conformed Copies. All documents included in the closing binder should be original executed copies or conformed copies as noted in the index below. Where originals are not available for inclusion in a particular binder set, use high-quality copies clearly marked "Conformed Copy" on the first page of the document (upper right-hand corner, in blue ink or by affixing a "Conformed Copy" stamp). For confor
5. Closing Date. The closing date for this transaction is March 28, 2025. All documents s
5. Closing Date. The closing date for this transaction is March 28, 2025. All documents should reflect this date unless otherwise noted in the index below.
6. Credit Agreement Naming Convention. The Credit Agreement executed in connection with t
6. Credit Agreement Naming Convention. The Credit Agreement executed in connection with this transaction is referred to throughout these compilation instructions and the closing binder index as the "NIH Credit Agreement — Execution Version." This convention should be used consistently on all cover sheets, tab labels, and electronic file names referencing the Credit Agreement. B. Tab Numbering Convention
1. Sequential Numbering. Tabs should be numbered sequentially from Tab 1 through the fina
1. Sequential Numbering. Tabs should be numbered sequentially from Tab 1 through the final tab (anticipated to be approximately Tab 55, subject to adjustment as additional documents are finalized or post-closing items are delivered). The numbering follows the categorical organization set forth in the index below.
2. Tab Labels. Each tab should be labeled with both the tab number and an abbreviated doc
2. Tab Labels. Each tab should be labeled with both the tab number and an abbreviated document title. Tab labels should be printed on standard tab divider inserts (Avery-style or equivalent). For example: • Tab 1 — Credit Agreement (Execution Version) • Tab 6 — Guarantee Agreement (Execution Version) • Tab 18 — UCC-1 Financing Statements — New Filings
3. Sub-Tabs. Sub-tabs (e.g., Tab 4.1, Tab 4.2, Tab 10.1, Tab 10.2, etc.) should be used f
3. Sub-Tabs. Sub-tabs (e.g., Tab 4.1, Tab 4.2, Tab 10.1, Tab 10.2, etc.) should be used for groups of similar documents, such as individual subsidiary pledge agreements, individual lender joinder agreements, individual UCC-1 filings, and individual deposit account control agreements. Sub-tab dividers should be a different color or style from the primary tab dividers to allow for easy differentiation within each secti
4. Consistency. Ensure that tab numbering is consistent across all four binder sets and t
4. Consistency. Ensure that tab numbering is consistent across all four binder sets and that the electronic closing binder mirrors the same tab structure. C. Document Formatting and Quality
1. Cover Sheets. Each tab should begin with a printed cover sheet listing the following i Medium
⚑ Confidentiality undertaking
1. Cover Sheets. Each tab should begin with a printed cover sheet listing the following information: • Tab number • Full document title • Date of execution or delivery • Parties to the document • Any special notation (e.g., "POST-CLOSING ITEM," "CONFIDENTIAL — RESTRICTED DISTRIBUTION") Cover sheets should be printed on firm letterhead or on a standardized closing binder cover sheet template. A copy of the approved te
2. Signature Pages. All signature pages should be included behind the applicable document
2. Signature Pages. All signature pages should be included behind the applicable document. Prior to inclusion, verify that all signature blocks are fully executed by all required parties. If any signature page is missing or incomplete, flag the issue immediately and escalate to Sophie Tremblay or Marcus Leung for resolution. Under no circumstances should an unsigned or partially signed document be included in the clo
3. Execution Versions Only. Blacklines, comparison drafts, marked-up versions, and intern
3. Execution Versions Only. Blacklines, comparison drafts, marked-up versions, and internal working drafts are NOT to be included in the closing binder. Only execution versions, final forms, and conformed copies of executed documents should be included. If there is any question as to whether a particular version of a document constitutes the final execution version, confirm with Sophie Tremblay before including the d
4. Post-Closing Placeholders. If a document is a post-closing deliverable that has not ye
4. Post-Closing Placeholders. If a document is a post-closing deliverable that has not yet been completed or received as of the date of binder compilation, include a placeholder page in lieu of the document. The placeholder page should be printed on the firm's standardized placeholder template and should be clearly marked: "POST-CLOSING ITEM — To Be Delivered by [Deadline]" The placeholder should also include the tab
5. Document Quality. All documents included in the closing binder should be clean, legibl
5. Document Quality. All documents included in the closing binder should be clean, legible, and free of extraneous markings, sticky notes, or handwritten annotations (other than original signatures). Double-sided printing is acceptable for documents exceeding ten (10) pages, provided that the document remains legible and that signature pages fall on the front of a page. D. Electronic Closing Binder
1. Electronic Copies. In addition to the four physical binder sets, compile an electronic
1. Electronic Copies. In addition to the four physical binder sets, compile an electronic closing binder containing PDF copies of all documents included in the physical binders. The electronic closing binder should be organized in folders mirroring the tab structure of the physical binders.
2. Media. The electronic closing binder should be prepared in two formats:
2. Media. The electronic closing binder should be prepared in two formats: (a) USB Drives. Prepare six (6) USB drives containing the complete electronic closing binder. Label each USB drive with the matter name, matter number, and closing date. One USB drive should be included with each physical binder set (four total), one USB drive should be delivered to Whitfield & Gage LLP (Margaret Ashby, 51 West 52nd Street, Ne
3. File Naming Convention. All electronic files should be named according to the followin
3. File Naming Convention. All electronic files should be named according to the following convention: "[Tab#]_[abbreviated Title]_[Date].pdf" For example: • 01CreditAgreementExecution03282025.pdf • 04.1LenderJoinderIronwood03282025.pdf • 16.1MortgageSchaumburgILPOST_CLOSING.pdf For sub-tabs, include the sub-tab number (e.g., "04.1," "10.3," "18.7"). Dates should be formatted as MMDDYYYY. Abbreviated titles should be
4. PDF Quality. All PDFs should be searchable (OCR processed where necessary), bookmarked
4. PDF Quality. All PDFs should be searchable (OCR processed where necessary), bookmarked by document section for documents exceeding twenty-five (25) pages, and scanned at a minimum resolution of 300 DPI for any documents converted from hard copy originals. E. Deadline
1. Physical Binder Compilation Target. The target date for completion of the physical clo
1. Physical Binder Compilation Target. The target date for completion of the physical closing binder compilation is the end of April 2025. Given the volume of documents and the need to coordinate receipt of certain post-closing items, the paralegal team should plan to commence assembly no later than April 7, 2025, and should target completion of all four sets by April 25, 2025, to allow for quality review prior to di
2. Electronic Closing Binder Target. The electronic closing binder should be compiled con
2. Electronic Closing Binder Target. The electronic closing binder should be compiled concurrently with the physical binders and should be finalized and uploaded by the same target date.
3. Coordination. Coordinate with Sophie Tremblay (ext. 4-7231; stremblay@calderwoodharkne
3. Coordination. Coordinate with Sophie Tremblay (ext. 4-7231; stremblay@calderwoodharkness.com) for any questions regarding document sourcing, status of post-closing items, or delivery logistics. For questions regarding billing or administrative matters, contact the matter coordinator, Jennifer Yun (ext. 4-8856; jyun@calderwoodharkness.com).
II. CLOSING BINDER INDEX High
⚑ Uncapped liability exposure
II. CLOSING BINDER INDEX The following index sets forth all documents to be included in the closing binder, organized by volume and tab number. For each document, the index provides the full document title, date of execution or delivery, parties, and any special notations regarding status or distribution restrictions. VOLUME I: TRANSACTION / CREDIT DOCUMENTS Tab 1 — Credit Agreement (Execution Version) Full Title: Cr