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Contract analysis / letter-lien-search-results.docx
letter-lien-search-results.docx
1043-00001 · 11 clauses
High · 0 Medium · 4 Standard · 1
1. Introduction and Purpose
1. Introduction and Purpose Calderwood & Harkness LLP ("Calderwood & Harkness" or the "Firm") serves as counsel to the Borrower and the other Loan Parties in connection with the Credit Facility referenced above. In that capacity, the Firm has been engaged to conduct comprehensive lien, judgment, and tax lien searches against the Loan Parties organized or qualified in the United States, as required to satisfy the cond
2. Entities Searched
2. Entities Searched The following entities were included within the scope of our United States domestic lien, judgment, and tax lien searches:
1. Ironhaven Data Centers LLC ("IHDC")
1. Ironhaven Data Centers LLC ("IHDC") • Entity Type: Limited Liability Company organized under the laws of the State of Delaware • Employer Identification Number (EIN): 84-3291057 • Delaware File Number: 7294813 • Principal Place of Business: 4500 Dominion Ridge Boulevard, Suite 300, Ashburn, Virginia 20147 • Delaware Registered Agent: Cascade Systems, 160 Greentree Drive, Suite 101, Dover, Delaware 19904 • Role in
2. Ironhaven Holdings Inc. ("IHI")
2. Ironhaven Holdings Inc. ("IHI") • Entity Type: Corporation incorporated under the laws of the State of Delaware • Employer Identification Number (EIN): 84-3291044 • Delaware File Number: 7294796 • Principal Place of Business: 4500 Dominion Ridge Boulevard, Suite 300, Ashburn, Virginia 20147 • Delaware Registered Agent: Cascade Systems, 160 Greentree Drive, Suite 101, Dover, Delaware 19904 • Role in Transaction: Pa
3. Jurisdictions Searched Medium
⚑ Forum / governing law
3. Jurisdictions Searched For each entity identified in Section 2 above, we conducted searches in the following jurisdictions and filing offices. The selection of jurisdictions reflects the state of organization, principal place of business, and location of material assets of each entity, as well as any additional jurisdictions in which filings could reasonably be expected to appear given the nature of the transactio
4. Search Methodology and Date Parameters Medium
⚑ Assignment / subcontracting
4. Search Methodology and Date Parameters All searches described in this letter were conducted by Calderwood & Harkness through certified search services, including Capitol Lien Records & Research, Inc. (for Delaware Secretary of State searches), Commonwealth Search Services (for Virginia State Corporation Commission and Loudoun County Circuit Court searches), and Pemberton Health IT (for New York Department of State
5. Search Results — Summary Table
5. Search Results — Summary Table 5.1 Tabular Summary The following table summarizes the results of all searches conducted. Except as specifically noted in the table below and described in detail in Section 6, no filings, liens, judgments, or lis pendens were found against any Loan Party in any searched jurisdiction. 5.2 Summary Conclusion Based on the foregoing searches, the total number of filings found across all
6. Description of Existing UCC Filing — Greystone Mezzanine Fund II, LP Standard
⚑ Commercial term
6. Description of Existing UCC Filing — Greystone Mezzanine Fund II, LP 6.1 Filing Details The single UCC filing identified in our searches is described in detail below: Filing Jurisdiction: Delaware Secretary of State, Division of Corporations, UCC Filing Office, John G. Townsend Building, 401 Federal Street, Suite 4, Dover, Delaware 19901 Debtor: Ironhaven Data Centers LLC, a Delaware limited liability company, 450
7. Certification
7. Certification Based on the search results described in Sections 3 through 6 above, and subject to the qualifications and limitations set forth in Section 8 below, Calderwood & Harkness LLP hereby certifies to the Administrative Agent, the Collateral Agent, and the Lenders that: (a) No UCC financing statements, federal tax liens, state tax liens, judgment liens, lis pendens, or other encumbrances of record are file
8. Qualifications and Limitations Medium
⚑ Liability cap to check against exposure
8. Qualifications and Limitations The certifications and conclusions set forth in this letter are subject to the following qualifications and limitations, which should be reviewed carefully by the Administrative Agent and Lenders' counsel: (a) Scope of Searches. The searches described herein are limited to the specific jurisdictions and filing offices identified in Section 3 above. These searches do not cover, and Ca
9. Attachments / Exhibits Medium
⚑ Confidentiality undertaking
9. Attachments / Exhibits The following materials are attached hereto and incorporated herein by reference: Exhibit A: Copies of all search reports from each jurisdiction and filing office described in Section 3 above, including certified search certificates issued by each search provider. Exhibit B: Copy of the UCC-1 financing statement (Filing No. 2022-4187356) filed by Greystone Mezzanine Fund II, LP against Ironh