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Contract analysis

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Contract analysis / borrower-closing-certificate.docx
borrower-closing-certificate.docx
1043-00003 · 16 clauses
High · 2 Medium · 6 Standard · 4
Section 1. Representations and Warranties Medium
⚑ Assignment / subcontracting
Section 1. Representations and Warranties The undersigned hereby certifies that each of the representations and warranties made by the Borrower in Article V of the Loan Agreement and in each of the other Loan Documents (including, without limitation, the Promissory Note dated as of March 18, 2024, in the principal amount of $45,000,000, the Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixtur
Section 2. No Default Medium
⚑ Forum / governing law
Section 2. No Default No Default or Event of Default (as each such term is defined in the Loan Agreement) under the Loan Agreement or any other Loan Document has occurred and is continuing as of the date hereof. No event, condition, or circumstance exists that, with the giving of notice, the lapse of time, or both, would constitute a Default or an Event of Default under the Loan Agreement or any other Loan Document.
Section 3. Conditions Precedent Medium
⚑ Forum / governing law
Section 3. Conditions Precedent The undersigned hereby certifies that all conditions precedent to the obligations of the Lender to make the Loan, as set forth in Article IV of the Loan Agreement, have been satisfied or waived in writing by the Lender as of the date hereof, including, without limitation, each of the following: (a) Execution and Delivery of Loan Documents. Each of the following Loan Documents has been
Section 4. Equity Contribution Standard
⚑ Commercial term
Section 4. Equity Contribution The undersigned certifies that Cobalt Ridge Capital Partners, LP, as the equity sponsor of the Project, has committed to provide a cash equity contribution of Twelve Million and No/100 Dollars ($12,000,000) (representing approximately twenty-one and one-tenth percent (21.1%) of the total project cost of $57,000,000) to the Borrower, to be funded into escrow with Meridian Surety & Title
Section 5. Project Budget Certification High
⚑ Non-compete / exclusivity restraint
Section 5. Project Budget Certification The Borrower hereby certifies that the total project cost budget of Fifty-Seven Million and No/100 Dollars ($57,000,000), as set forth in Exhibit A to the Loan Agreement and approved by the Lender and the independent engineer, is accurate and complete as of the date hereof. The total project cost budget consists of the following line items: The Borrower further certifies that a
Section 6. Material Adverse Change
Section 6. Material Adverse Change Since the date of the most recent audited financial statements of Ironhaven Data Centers LLC, prepared by Calder & Baines, PLLC (Nina Ashford, CPA, Engagement Partner), for the fiscal year ended December 31, 2023, reflecting, among other things, the following financial metrics: • Total Revenue: $68,400,000 • EBITDA: $22,100,000 • Total Assets: $310,000,000 • Total Debt: $185,000,000
Section 7. Litigation Medium
⚑ Forum / governing law
Section 7. Litigation No action, suit, claim, proceeding, arbitration, investigation, or inquiry (whether civil, criminal, administrative, or otherwise) is pending or, to the knowledge of the undersigned after due and diligent inquiry, threatened against or affecting the Borrower, IHDC, Cobalt Ridge Capital Partners, LP, or the Project Site before any court, governmental agency, regulatory body, or arbitral tribunal,
Section 8. Ownership Confirmation Standard
⚑ Commercial term
Section 8. Ownership Confirmation The Borrower hereby confirms the following ownership structure and related matters: (a) Ironhaven Data Centers LLC is the sole member of Ironhaven Loudoun Edge LLC, holding a one hundred percent (100%) membership interest therein. (b) Cobalt Ridge Capital Partners, LP holds an eighty-two percent (82%) membership interest in Ironhaven Data Centers LLC. (c) Cobalt Ridge GP LLC, a Delaw
Section 9. Project Status Standard
⚑ Commercial term
Section 9. Project Status The Borrower hereby provides the following certification regarding the status and description of the Project: The Project consists of a single-story, approximately fifty-two thousand (52,000) square foot data center shell facility with approximately 4.5 megawatts (MW) of critical IT load capacity. The facility is designed with N+1 redundancy on both power distribution and cooling systems to
Section 10. Incumbency and Authorized Signatories
Section 10. Incumbency and Authorized Signatories The undersigned, in the capacity of authorized representative of Ironhaven Loudoun Edge LLC, acting on behalf of Ironhaven Data Centers LLC as the sole member of the Borrower, hereby certifies the names, titles, and genuine signatures of each person duly authorized to execute and deliver the Loan Documents and any other documents, instruments, certificates, draw reque
Section 11. Organizational Documents — Certified Copies Attached
Section 11. Organizational Documents — Certified Copies Attached The undersigned hereby certifies that the following documents, attached hereto as the exhibits identified below, are true, correct, and complete copies of the organizational documents of the Borrower and IHDC, as applicable. Each such document is in full force and effect as of the date hereof and has not been further amended, modified, supplemented, or
Section 12. Resolutions of Sole Member High
⚑ Indemnity / guarantee obligation
Section 12. Resolutions of Sole Member The undersigned certifies that attached hereto as Exhibit G is a true, correct, and complete copy of the written consent and resolutions (the "Resolutions") of Ironhaven Data Centers LLC, as the sole member of Ironhaven Loudoun Edge LLC, duly adopted in accordance with the Borrower's Operating Agreement and the Virginia Limited Liability Company Act, effective as of March 14, 20
Section 13. Single-Purpose Entity / Bankruptcy-Remote Covenants
Section 13. Single-Purpose Entity / Bankruptcy-Remote Covenants The undersigned hereby certifies that the Borrower has, at all times since its formation on January 8, 2024, complied in all respects with the single-purpose entity and separateness covenants set forth in its Operating Agreement (the SPE Operating Agreement attached as Exhibit B) and in the Loan Agreement, including, without limitation, the following cov
Section 14. Fee Structure Acknowledgment Medium
⚑ Liability cap to check against exposure
Section 14. Fee Structure Acknowledgment The Borrower hereby acknowledges and confirms the following fee obligations under the Loan Agreement, and certifies that the Borrower is prepared to satisfy each such fee obligation in accordance with the terms and conditions of the Loan Agreement: (a) Origination Fee: Three Hundred Thirty-Seven Thousand Five Hundred and No/100 Dollars ($337,500), representing seventy-five bas
Section 15. Insurance Confirmation Standard
⚑ Commercial term
Section 15. Insurance Confirmation The Borrower hereby certifies that all insurance coverage required under the Loan Agreement and the other Loan Documents is in full force and effect as of the date hereof, including, without limitation, the following: (a) Builder's Risk Insurance: Issued by Atlas Property & Casualty Insurance Company, Policy No. BRA-2024-00417, providing all-risk coverage in the amount of Forty-Eigh
Section 16. Construction Contract Confirmation Medium
⚑ Assignment / subcontracting
Section 16. Construction Contract Confirmation The Borrower hereby confirms the execution and delivery of the Guaranteed Maximum Price (GMP) construction contract with Marlowe Asset Management-Pacific Construction, Inc. (Robert Castellano, President), with principal offices at 22600 Gateway Center Drive, Suite 300, Sterling, Virginia 20166, in the guaranteed maximum price of Thirty-Three Million Seven Hundred Fifty T