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Contract analysis / survey-legal-description-certificate.docx
survey-legal-description-certificate.docx
High · 1
Medium · 5
Standard · 1
Section 1. Addressees
Section 1. Addressees This Certificate is addressed and delivered to each of the following (collectively, the "Addressees"): (a) Crescent Harbor Bank, N.A., as Administrative Agent under the Credit Agreement, 1200 Harbor Point Drive, Charlotte, North Carolina 28202, Attention: Priya Nair, Director, Data Center & Digital Infrastructure Lending; (b) Pinnacle Trust Company, N.A., as Collateral Agent under the Credit Agr
Section 2. Background Recitals
High
⚑ Indemnity / guarantee obligation
Section 2. Background Recitals The following recitals provide context for this Certificate and the certifications made herein: A. Pursuant to the Credit Agreement, dated as of May 15, 2024, with a closing date of June 3, 2024, the Lenders have agreed to make available to the Borrower and the Co-Borrower a senior secured term loan facility in an aggregate principal amount of Nine Hundred Fifty Million Dollars ($950,00
Section 3. Identification of the Surveyed Property
Standard
⚑ Commercial term
Section 3. Identification of the Surveyed Property 3.1 General Description The real property that is the subject of this Certificate (collectively, the "Property") is commonly known as 4500–4550 Dominion Ridge Boulevard, Ashburn, Loudoun County, Virginia 20147, and is referred to in the Credit Agreement and the other Loan Documents as "Ironhaven Ashburn I" or the "Virginia Campus." The Property is owned in fee simple
Section 4. Survey Information
Medium
⚑ Liability cap to check against exposure
Section 4. Survey Information 4.1 Survey Identification Calderwood & Harkness has reviewed the ALTA/NSPS Land Title Survey (collectively, the "Surveys," and each, a "Survey") prepared for the Property, the material details of which are set forth below: Title of Survey: ALTA/NSPS Land Title Survey of 4500–4550 Dominion Ridge Boulevard, Ashburn, Loudoun County, Virginia 20147 Prepared For: Ironhaven Data Centers LLC; P
Section 5. Legal Descriptions
Medium
⚑ Assignment / subcontracting
Section 5. Legal Descriptions 5.1 Parcel 1 — Tax Parcel No. 087-27-1234 The following is the metes and bounds legal description of Parcel 1 as set forth in the Surveys and as confirmed by Calderwood & Harkness to be identical to the legal descriptions contained in the Deed of Trust, the Title Policy, and the other Loan Documents: ALL that certain lot, piece, or parcel of land, together with all improvements thereon a
Section 6. Certifications
Medium
⚑ Assignment / subcontracting
Section 6. Certifications 6.1 Calderwood & Harkness Certifications Calderwood & Harkness LLP hereby certifies to each of the Addressees identified in Section 1 above as follows: (a) Survey Compliance. The ALTA/NSPS Land Title Surveys for Parcel 1 (Tax Parcel No. 087-27-1234) and Parcel 2 (Tax Parcel No. 087-27-1235), prepared by Dominion Land Surveying, P.C. (Andrew R. McAllister, LS-003874), dated May 6, 2024, compl
Section 7. Permitted Exceptions and Easements
Section 7. Permitted Exceptions and Easements The legal descriptions set forth in Sections 5.1 and 5.2 above, and the Property described thereby, are subject to the following exceptions and easements, each of which is consistent with, and reflected as, a permitted exception in Schedule B-II of the ALTA Lender's Title Insurance Policy (Policy No. KTG-2024-VA-0078931) issued by Keystone Title Guaranty Company: (a) Real
Section 8. Reliance and Limitations
Medium
⚑ Forum / governing law
Section 8. Reliance and Limitations The certifications, statements, and confirmations set forth in this Certificate are subject to the following qualifications and limitations: (a) Delivery Pursuant to Credit Agreement. This Certificate is delivered pursuant to Section 4.01(j) of the Credit Agreement as a condition precedent to the initial funding of the USD Tranche on the Closing Date (June 3, 2024). Delivery of thi
Section 9. Signature
Medium
⚑ Assignment / subcontracting
Section 9. Signature IN WITNESS WHEREOF, the undersigned has executed this Survey and Legal Description Certificate as of the date first set forth above. CALDERWOOD & HARKNESS LLP By: ________ Name: Stephanie Okafor Title: Partner, Banking & Finance Responsible Partner, Matter No. 1043-00001 Date: June 3, 2024 Calderwood & Harkness LLP 125 Broad Street New York, New York 10004 Telephone: (212) 555-4800 Facsimile: (21