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Contract analysis / mortgage-recording-cover-letters-filing-instructions.docx
mortgage-recording-cover-letters-filing-instructions.docx
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I. INTRODUCTION AND OVERVIEW
Medium
⚑ Assignment / subcontracting
I. INTRODUCTION AND OVERVIEW A. Purpose of This Package This package contains four cover letters and accompanying filing instructions for the recording of mortgages (and, in the case of the Texas property, a deed of trust), assignments of leases and rents, security agreements, and fixture filings (collectively, the "Mortgage Instruments") in connection with the $1,400,000,000 senior secured Term Loan B facility (the
II. COVER LETTER NO. 1 — COOK COUNTY, ILLINOIS (SCHAUMBURG PROPERTY)
Medium
⚑ Assignment / subcontracting
II. COVER LETTER NO. 1 — COOK COUNTY, ILLINOIS (SCHAUMBURG PROPERTY) A. Addressee and Filing Office The filing package for the Schaumburg Property will be submitted to: Cook County Recorder of Deeds 118 North Clark Street, Room 120 Chicago, Illinois 60602 B. Transmittal Information The cover letter for the Cook County filing shall be substantially in the form set forth below: April __, 2025 Cook County Recorder of De
1. Original executed Mortgage, Assignment of Leases and Rents, Security Agreement and Fix
Medium
⚑ Assignment / subcontracting
1. Original executed Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing (the "Schaumburg Mortgage"), in favor of Crescent Harbor Bank, N.A., as Collateral Agent, encumbering the property described above — _ counterpart original(s), together with _ copies for certification and return.
2. State of Illinois Real Estate Transfer Declaration (Form PTAX-203), if applicable, or
Standard
⚑ Commercial term
2. State of Illinois Real Estate Transfer Declaration (Form PTAX-203), if applicable, or a notation of the basis for exemption from the State of Illinois real estate transfer tax. If the transaction qualifies for an exemption from the Illinois real estate transfer tax (35 ILCS 200/31-45), the applicable exemption is noted on the enclosed form. Note: The enclosed Mortgage Instrument does not convey fee title and accor
3. Cook County-specific recording cover sheet, completed in accordance with the Recorder'
3. Cook County-specific recording cover sheet, completed in accordance with the Recorder's current formatting and information requirements, identifying the Grantor (Nexford Properties, LLC), the Grantee (Crescent Harbor Bank, N.A., as Collateral Agent), the return address, and the applicable Permanent Index Number(s).
4. Check in the amount of $________ payable to the "Cook County Recorder of Deeds" for re
Standard
⚑ Commercial term
4. Check in the amount of $________ payable to the "Cook County Recorder of Deeds" for recording fees. This amount has been calculated based on the Cook County Recorder's current fee schedule and includes applicable per-page recording charges and any applicable surcharges.
5. Self-addressed stamped return envelope (or pre-paid return shipping label) for the ret
Standard
⚑ Commercial term
5. Self-addressed stamped return envelope (or pre-paid return shipping label) for the return of the recorded original instrument to: Calderwood & Harkness LLP Attention: Sophie Tremblay 425 Lexington Avenue New York, New York 10017 Note Regarding Illinois Mortgage Recording Tax. The State of Illinois does not impose a standalone "mortgage recording tax" in the manner of certain other states (such as New York). Howeve
1. Recording. Please record the enclosed Schaumburg Mortgage in the official real propert
1. Recording. Please record the enclosed Schaumburg Mortgage in the official real property records of Cook County, Illinois, and assign a document recording number, recording date, and book/page reference (if applicable) to the recorded instrument.
2. Return of Recorded Original. Following recording, please return the recorded original
2. Return of Recorded Original. Following recording, please return the recorded original instrument, bearing the Recorder's filing stamp, document number, and recording date, to the address indicated on the enclosed self-addressed stamped return envelope: Calderwood & Harkness LLP Attention: Sophie Tremblay 425 Lexington Avenue New York, New York 10017
3. Certified Copies. Please provide __ certified recorded copies of the Schaumburg Mortga
Standard
⚑ Commercial term
3. Certified Copies. Please provide __ certified recorded copies of the Schaumburg Mortgage in addition to the recorded original. The fee for such certified copies is included in the enclosed recording fee payment.
4. Illinois Local Counsel Review. Hargrove & Whitmore LLP (Robert Kimura, Lead Partner) h
4. Illinois Local Counsel Review. Hargrove & Whitmore LLP (Robert Kimura, Lead Partner) has reviewed the Schaumburg Mortgage instrument for compliance with Illinois recording requirements, including compliance with the Illinois Mortgage Act (765 ILCS 5/11), proper form of notarial acknowledgment, legal description formatting, and other applicable requirements. Hargrove & Whitmore LLP will assist with any Cook County-
5. IDOR / Transfer Tax Exemption Certificate. If the Cook County Recorder of Deeds requir
5. IDOR / Transfer Tax Exemption Certificate. If the Cook County Recorder of Deeds requires submission of an Illinois Department of Revenue (IDOR) form or a transfer tax exemption certificate in connection with the recording of the enclosed mortgage instrument, the applicable form is enclosed with this filing package. If any additional forms or certifications are required, please contact Marcus Leung at Calderwood &
1. Sophie Tremblay will forward copies of the recorded instrument (including the recordin
1. Sophie Tremblay will forward copies of the recorded instrument (including the recording stamp page reflecting the document number, recording date, and book/page reference) to Crescent Harbor Bank, N.A. (Collateral Agent), to the attention of Elaine Prescott, 320 Federal Street, Boston, Massachusetts 02110.
2. Copies will be forwarded to Landmark Title Assurance Company to facilitate the issuanc
2. Copies will be forwarded to Landmark Title Assurance Company to facilitate the issuance of the final lender's mortgagee title insurance policy for the Schaumburg Property.
3. Copies will be forwarded to Whitfield & Gage LLP (Margaret Ashby / Jonathan Ferris), c
3. Copies will be forwarded to Whitfield & Gage LLP (Margaret Ashby / Jonathan Ferris), counsel to the Administrative Agent and Collateral Agent.
4. Sophie Tremblay will update the Post-Closing Checklist and Tracker to reflect the reco
4. Sophie Tremblay will update the Post-Closing Checklist and Tracker to reflect the recording confirmation information for the Schaumburg Property. We respectfully request that the Cook County Recorder of Deeds confirm the recording information (document number, recording date, and book/page reference, if applicable) by return correspondence or by notation on the recorded instrument. If available, email confirmation
III. COVER LETTER NO. 2 — WINNEBAGO COUNTY, ILLINOIS (ROCKFORD PROPERTY)
Medium
⚑ Assignment / subcontracting
III. COVER LETTER NO. 2 — WINNEBAGO COUNTY, ILLINOIS (ROCKFORD PROPERTY) A. Addressee and Filing Office The filing package for the Rockford Property will be submitted to: Winnebago County Recorder's Office 404 Elm Street Rockford, Illinois 61101 B. Transmittal Information The cover letter for the Winnebago County filing shall be substantially in the form set forth below: April __, 2025 Winnebago County Recorder's Off
1. Original executed Mortgage, Assignment of Leases and Rents, Security Agreement and Fix
Medium
⚑ Assignment / subcontracting
1. Original executed Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing (the "Rockford Mortgage"), in favor of Crescent Harbor Bank, N.A., as Collateral Agent, encumbering the property described above — _ counterpart original(s), together with _ copies for certification and return.
2. State of Illinois Real Estate Transfer Declaration (Form PTAX-203), if applicable, or
Standard
⚑ Commercial term
2. State of Illinois Real Estate Transfer Declaration (Form PTAX-203), if applicable, or a notation of the basis for exemption from the State of Illinois real estate transfer tax. As with the Cook County filing, the recording of a mortgage lien, as opposed to a conveyance of fee title, is generally not subject to the Illinois real estate transfer tax.
3. Winnebago County recording cover sheet, completed in accordance with the Recorder's cu
3. Winnebago County recording cover sheet, completed in accordance with the Recorder's current formatting and information requirements, identifying the Grantor, the Grantee (Crescent Harbor Bank, N.A., as Collateral Agent), the return address, and the applicable Permanent Index Number(s).
4. Check in the amount of $________ payable to the "Winnebago County Recorder" for record
Standard
⚑ Commercial term
4. Check in the amount of $________ payable to the "Winnebago County Recorder" for recording fees. This amount has been calculated based on the Winnebago County Recorder's current fee schedule.
5. Self-addressed stamped return envelope (or pre-paid return shipping label) for the ret
5. Self-addressed stamped return envelope (or pre-paid return shipping label) for the return of the recorded original instrument to: Calderwood & Harkness LLP Attention: Sophie Tremblay 425 Lexington Avenue New York, New York 10017 Note Regarding Illinois Mortgage Recording Tax. The same analysis regarding Illinois real estate transfer taxes and mortgage recording taxes applicable to the Cook County filing applies eq
1. Recording. Please record the enclosed Rockford Mortgage in the official real property
1. Recording. Please record the enclosed Rockford Mortgage in the official real property records of Winnebago County, Illinois, and assign a document recording number, recording date, and book/page reference (if applicable) to the recorded instrument.
2. Return of Recorded Original. Following recording, please return the recorded original
2. Return of Recorded Original. Following recording, please return the recorded original instrument to Calderwood & Harkness LLP, Attention: Sophie Tremblay, 425 Lexington Avenue, New York, New York 10017, using the enclosed self-addressed stamped return envelope.
3. Certified Copies. Please provide __ certified recorded copies of the Rockford Mortgage
3. Certified Copies. Please provide __ certified recorded copies of the Rockford Mortgage in addition to the recorded original.
4. Illinois Local Counsel Review. Hargrove & Whitmore LLP (Robert Kimura, Lead Partner) h
4. Illinois Local Counsel Review. Hargrove & Whitmore LLP (Robert Kimura, Lead Partner) has reviewed the Rockford Mortgage instrument for compliance with Illinois recording requirements. Any questions regarding Illinois law compliance may be directed to Robert Kimura at Hargrove & Whitmore LLP.
5. IDOR / Transfer Tax Exemption Certificate. If the Winnebago County Recorder requires s
5. IDOR / Transfer Tax Exemption Certificate. If the Winnebago County Recorder requires submission of an Illinois Department of Revenue (IDOR) form or a transfer tax exemption certificate, the applicable form is enclosed with this filing package. If additional documentation is required, please contact Marcus Leung at Calderwood & Harkness LLP. F. Return and Confirmation The return, distribution, and confirmation prot
1. Sophie Tremblay will forward copies of the recorded instrument to Crescent Harbor Bank
1. Sophie Tremblay will forward copies of the recorded instrument to Crescent Harbor Bank, N.A. (Collateral Agent), Landmark Title Assurance Company, and Whitfield & Gage LLP.
2. Sophie Tremblay will update the Post-Closing Checklist and Tracker to reflect the reco
2. Sophie Tremblay will update the Post-Closing Checklist and Tracker to reflect the recording confirmation information for the Rockford Property.
3. Recording information (document number, recording date, book/page) should be confirmed
3. Recording information (document number, recording date, book/page) should be confirmed to Sophie Tremblay at Calderwood & Harkness LLP via email or return correspondence. We thank you for your assistance with this recording and appreciate your prompt attention to this matter. If you have any questions regarding the enclosed filing package, please do not hesitate to contact Marcus Leung at Calderwood & Harkness LLP
IV. COVER LETTER NO. 3 — GREENVILLE COUNTY, SOUTH CAROLINA (GREENVILLE PROPERTY)
Medium
⚑ Assignment / subcontracting
IV. COVER LETTER NO. 3 — GREENVILLE COUNTY, SOUTH CAROLINA (GREENVILLE PROPERTY) A. Addressee and Filing Office The filing package for the Greenville Property will be submitted to: Greenville County Register of Deeds 301 University Ridge, Suite 1300 Greenville, South Carolina 29601 B. Transmittal Information The cover letter for the Greenville County filing shall be substantially in the form set forth below: April __
1. Original executed Mortgage, Assignment of Leases and Rents, Security Agreement and Fix
Medium
⚑ Assignment / subcontracting
1. Original executed Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing (the "Greenville Mortgage"), in favor of Crescent Harbor Bank, N.A., as Collateral Agent, encumbering the property described above — _ counterpart original(s), together with _ copies for certification and return.
2. Recording fee: Check in the amount of $__ payable to the "Greenville County Register o
Standard
⚑ Commercial term
2. Recording fee: Check in the amount of $__ payable to the "Greenville County Register of Deeds" for recording fees. This amount has been calculated based on the Greenville County Register of Deeds' current fee schedule and includes the applicable recording fee per South Carolina law.
3. Self-addressed stamped return envelope (or pre-paid return shipping label) for the ret
3. Self-addressed stamped return envelope (or pre-paid return shipping label) for the return of the recorded original instrument to: Calderwood & Harkness LLP Attention: Sophie Tremblay 425 Lexington Avenue New York, New York 10017
4. South Carolina recording forms, if required. If the Greenville County Register of Deed
Standard
⚑ Commercial term
4. South Carolina recording forms, if required. If the Greenville County Register of Deeds requires the filing of an affidavit of consideration, a mortgage tax affidavit, or an exemption certification in connection with the recording of the enclosed mortgage, the applicable form is enclosed. Note Regarding South Carolina Deed Recording Fees and Mortgage Recording Tax. South Carolina imposes a deed recording fee under
1. Recording. South Carolina law requires the recording of mortgages in the county where
1. Recording. South Carolina law requires the recording of mortgages in the county where the mortgaged real property is located. S.C. Code Ann. § 30-7-10 et seq. The Greenville Property is located in Greenville County, South Carolina, and accordingly the enclosed Greenville Mortgage is being submitted for recording with the Greenville County Register of Deeds. Please record the enclosed instrument in the official rea
2. South Carolina-Specific Execution Requirements. South Carolina law requires that a mor
2. South Carolina-Specific Execution Requirements. South Carolina law requires that a mortgage be signed by the mortgagor and witnessed by two witnesses, one of whom must be a notary public. S.C. Code Ann. § 30-5-30. The enclosed Greenville Mortgage has been executed in compliance with these requirements. The execution page of the instrument reflects the signature of the authorized officer of the Mortgagor entity, to
3. Return of Recorded Original. Following recording, please return the recorded original
3. Return of Recorded Original. Following recording, please return the recorded original instrument to Calderwood & Harkness LLP, Attention: Sophie Tremblay, 425 Lexington Avenue, New York, New York 10017, using the enclosed self-addressed stamped return envelope.
4. Certified Copies. Please provide __ certified recorded copies of the Greenville Mortga
Standard
⚑ Commercial term
4. Certified Copies. Please provide __ certified recorded copies of the Greenville Mortgage in addition to the recorded original. The fee for such certified copies is included in the enclosed recording fee payment. F. Return and Confirmation The return, distribution, and confirmation protocol for the Greenville Mortgage is consistent with the general protocol described in Section I.E above:
1. Sophie Tremblay will forward copies of the recorded instrument to Crescent Harbor Bank
1. Sophie Tremblay will forward copies of the recorded instrument to Crescent Harbor Bank, N.A. (Collateral Agent), to the attention of Elaine Prescott.
2. Copies will be forwarded to Landmark Title Assurance Company for issuance of the final
2. Copies will be forwarded to Landmark Title Assurance Company for issuance of the final lender's mortgagee title insurance policy for the Greenville Property.
3. Copies will be forwarded to Whitfield & Gage LLP (Margaret Ashby / Jonathan Ferris).
3. Copies will be forwarded to Whitfield & Gage LLP (Margaret Ashby / Jonathan Ferris).
4. Sophie Tremblay will update the Post-Closing Checklist and Tracker to reflect the reco
4. Sophie Tremblay will update the Post-Closing Checklist and Tracker to reflect the recording confirmation information for the Greenville Property.
5. Recording information (document number, recording date, book/page) should be confirmed
5. Recording information (document number, recording date, book/page) should be confirmed to Sophie Tremblay at Calderwood & Harkness LLP via email or return correspondence. We thank you for your assistance with this recording and appreciate your prompt attention to this matter. If you have any questions regarding the enclosed filing package, please do not hesitate to contact Marcus Leung at Calderwood & Harkness LLP
V. COVER LETTER NO. 4 — HARRIS COUNTY, TEXAS (HOUSTON PROPERTY)
Medium
⚑ Assignment / subcontracting
V. COVER LETTER NO. 4 — HARRIS COUNTY, TEXAS (HOUSTON PROPERTY) A. Addressee and Filing Office The filing package for the Houston Property will be submitted to: Harris County Clerk's Office Real Property Records Division 201 Caroline Street Houston, Texas 77002 B. Transmittal Information The cover letter for the Harris County filing shall be substantially in the form set forth below: April __, 2025 Harris County Cler
1. Original executed Deed of Trust, Assignment of Leases and Rents, Security Agreement an
Medium
⚑ Assignment / subcontracting
1. Original executed Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing (the "Houston Deed of Trust"), in favor of Crescent Harbor Bank, N.A., as Beneficiary (in its capacity as Collateral Agent), encumbering the property described above — _ counterpart original(s), together with _ copies for certification and return.
2. Recording fee: Check in the amount of $__ payable to the "Harris County Clerk" for rec
Standard
⚑ Commercial term
2. Recording fee: Check in the amount of $__ payable to the "Harris County Clerk" for recording fees. This amount has been calculated based on the Harris County Clerk's current fee schedule and reflects the applicable per-page recording charges and any additional filing surcharges.
3. Self-addressed stamped return envelope (or pre-paid return shipping label) for the ret
Standard
⚑ Commercial term
3. Self-addressed stamped return envelope (or pre-paid return shipping label) for the return of the recorded original instrument to: Calderwood & Harkness LLP Attention: Sophie Tremblay 425 Lexington Avenue New York, New York 10017 Note Regarding Texas Recording Taxes. The State of Texas does not impose a mortgage recording tax, deed recording tax, intangible tax, or documentary stamp tax on the recording of deeds of
1. Recording. Please record the enclosed Houston Deed of Trust in the official real prope
1. Recording. Please record the enclosed Houston Deed of Trust in the official real property records of Harris County, Texas, maintained by the Harris County Clerk's Office, Real Property Records Division, and assign a county clerk's file number, recording date, and volume/page reference to the recorded instrument.
2. Texas Property Code Compliance. The enclosed Houston Deed of Trust has been prepared i
2. Texas Property Code Compliance. The enclosed Houston Deed of Trust has been prepared in compliance with the requirements of the Texas Property Code (Tex. Prop. Code Ann. § 13.001 et seq.) and other applicable provisions of Texas law governing the recording of deeds of trust. The instrument has been executed by the authorized representative of the Grantor and contains a proper notarial acknowledgment.
3. Notarial Acknowledgment — Texas Long-Form Format. The notarial acknowledgment on the e
3. Notarial Acknowledgment — Texas Long-Form Format. The notarial acknowledgment on the enclosed Houston Deed of Trust is in the proper Texas long-form acknowledgment format, as required by the Texas Civil Practice and Remedies Code (Tex. Civ. Prac. & Rem. Code Ann. § 121.004) and as recognized by the Harris County Clerk's Office for recording purposes. The acknowledgment has been taken before a notary public duly co
4. Trustee. The Trustee under the Houston Deed of Trust is the individual or entity desig
4. Trustee. The Trustee under the Houston Deed of Trust is the individual or entity designated in the instrument as Trustee, in accordance with standard Texas deed of trust practice. The identity of the Trustee is set forth on the first page of the Deed of Trust and in the definitions section thereof. The Trustee serves for the benefit of the Beneficiary (Crescent Harbor Bank, N.A., as Collateral Agent) and has been
5. Beneficiary. The Beneficiary under the Houston Deed of Trust is:
5. Beneficiary. The Beneficiary under the Houston Deed of Trust is: Crescent Harbor Bank, N.A., as Collateral Agent 320 Federal Street Boston, Massachusetts 02110
6. Return of Recorded Original. Following recording, please return the recorded original
6. Return of Recorded Original. Following recording, please return the recorded original instrument to Calderwood & Harkness LLP, Attention: Sophie Tremblay, 425 Lexington Avenue, New York, New York 10017, using the enclosed self-addressed stamped return envelope.
7. Certified Copies. Please provide __ certified recorded copies of the Houston Deed of T
Standard
⚑ Commercial term
7. Certified Copies. Please provide __ certified recorded copies of the Houston Deed of Trust in addition to the recorded original. The fee for such certified copies is included in the enclosed recording fee payment. F. Return and Confirmation The return, distribution, and confirmation protocol for the Houston Deed of Trust is consistent with the general protocol described in Section I.E above:
1. Sophie Tremblay will forward copies of the recorded instrument to Crescent Harbor Bank
1. Sophie Tremblay will forward copies of the recorded instrument to Crescent Harbor Bank, N.A. (Collateral Agent), to the attention of Elaine Prescott.
2. Copies will be forwarded to Landmark Title Assurance Company for issuance of the final
2. Copies will be forwarded to Landmark Title Assurance Company for issuance of the final lender's mortgagee title insurance policy for the Houston Property.
3. Copies will be forwarded to Whitfield & Gage LLP (Margaret Ashby / Jonathan Ferris).
3. Copies will be forwarded to Whitfield & Gage LLP (Margaret Ashby / Jonathan Ferris).
4. Sophie Tremblay will update the Post-Closing Checklist and Tracker to reflect the reco
4. Sophie Tremblay will update the Post-Closing Checklist and Tracker to reflect the recording confirmation information for the Houston Property.
5. Recording information (county clerk's file number, recording date, volume/page) should
5. Recording information (county clerk's file number, recording date, volume/page) should be confirmed to Sophie Tremblay at Calderwood & Harkness LLP via email or return correspondence. We thank you for your assistance with this recording and appreciate your prompt attention to this matter. If you have any questions regarding the enclosed filing package, please do not hesitate to contact Marcus Leung at Calderwood &