Contract analysis
Clause-by-clause risk read on any document of the firm. Pick a contract, or open any document from a matter.
Contract analysis / closing-checklist.xlsx
closing-checklist.xlsx
High · 1
Medium · 4
Standard · 1
I. LOAN DOCUMENTS
High
⚑ Indemnity / guarantee obligation
I. LOAN DOCUMENTS 1.1 | Loan Documents | Construction Loan Agreement between Ironhaven Loudoun Edge LLC (Borrower) and Pinnacle Federal Savings Bank (Lender) — execution version | C&H / HLP | 03/18/2024 | Complete | 03/18/2024 | SOFR + 275 bps construction phase; 5-Yr Treasury + 225 bps permanent phase; 25-yr amortization; 7-yr maturity; Virginia law 1.2 | Loan Documents | Promissory Note ($45,000,000) executed by Ir
II. BORROWER DELIVERABLES
Medium
⚑ Notice / time limit to track
II. BORROWER DELIVERABLES 2.1 | Borrower Deliverables | Borrower's Closing Certificate and Secretary's Certificate of Ironhaven Loudoun Edge LLC | C&H / Borrower | 03/18/2024 | Complete | 03/18/2024 | Certifies R&Ws, no default, conditions precedent satisfied, incumbency, specimen signatures, attached org docs and resolutions 2.2 | Borrower Deliverables | Articles of Organization of Ironhaven Loudoun Edge LLC — certi
III. TITLE AND SURVEY
Standard
⚑ Commercial term
III. TITLE AND SURVEY 3.1 | Title and Survey | Title Insurance Commitment issued by Meridian Surety & Title Company for lender's policy — proposed insured: Pinnacle Federal Savings Bank; amount: $45,000,000 | C&H / Meridian Title | 03/18/2024 | Complete | 02/20/2024 | Title officer: Karen Pavelka; reviewed per C&H internal memo dated 02/26/2024 (prepared by Cynthia Ho, reviewed by Rafael Dominguez) 3.2 | Title and Su
IV. OPINIONS AND LEGAL DELIVERABLES
IV. OPINIONS AND LEGAL DELIVERABLES 4.1 | Opinions | Opinion Letter of Borrower's Counsel (Calderwood & Harkness LLP) addressed to Pinnacle Federal Savings Bank | C&H (Angela Fontaine) | 03/18/2024 | Complete | 03/18/2024 | Covers due organization/good standing (IHDC & SPE), due authorization/execution/delivery, enforceability (customary qualifications), no conflicts, no govt consents (other than recordation), perfec
V. THIRD-PARTY REPORTS
V. THIRD-PARTY REPORTS 5.1 | Third-Party Reports | Appraisal Report — Graystone Appraisal Group LLC (David Huang, MAI); 'as-stabilized' and 'as-is' valuations | Graystone | 03/18/2024 | Complete | 02/12/2024 | As-stabilized appraised value: $74,500,000; LTV 60.4% 5.2 | Third-Party Reports | Phase I Environmental Site Assessment of project site | Borrower / Environmental Consultant | 03/18/2024 | Complete | 02/16/2024
VI. LEASING
VI. LEASING 6.1 | Leasing | Executed Lease — Sentinel Cloud Services, Inc. (10-year NNN lease, 22,000 SF / 1.9 MW, $225/SF annual base rent) | Borrower | 03/18/2024 | Complete | 01/15/2024 | Annual rent: $4,950,000; executed 01/15/2024 6.2 | Leasing | Executed Lease — Ridgeline Federal Solutions LLC (7-year NNN lease, 16,000 SF / 1.4 MW, $210/SF annual base rent) | Borrower | 03/18/2024 | Complete | 02/05/2024 | Annu
VII. GOVERNMENTAL / PERMITS
VII. GOVERNMENTAL / PERMITS 7.1 | Governmental | Building Permit — Loudoun County Building Permit No. BLD-2024-001287 | Borrower / FGS | 03/18/2024 | Complete | 02/28/2024 | Issued February 28, 2024 7.2 | Governmental | Zoning Compliance Letter — prepared by Fenwick, Gallo & Stein LLP (Patricia Gallo); confirms PD-IP zoning permits data center use | FGS | 03/18/2024 | Complete | 02/28/2024 | Also see Item 4.3 7.3 | G
VIII. FINANCIAL / FUNDING
Medium
⚑ Liability cap to check against exposure
VIII. FINANCIAL / FUNDING 8.1 | Financial | Evidence of $12,000,000 equity contribution funded into escrow at Meridian Surety & Title Company by Cobalt Ridge Capital Partners, LP | Borrower / Cobalt Ridge / Meridian Title | 03/22/2024 | Complete | 03/22/2024 | Equity funded first per loan requirement; 21.1% of total project cost 8.2 | Financial | Approved Project Budget ($57,000,000 total project cost) — Exhibit A to
IX. UCC FILINGS
IX. UCC FILINGS 9.1 | UCC Filings | UCC-1 Financing Statement — filed with VA SCC covering all personal property, equipment, and fixtures of Ironhaven Loudoun Edge LLC | C&H | 03/18/2024 | Complete | 03/18/2024 | Debtor: Ironhaven Loudoun Edge LLC; Secured Party: Pinnacle Federal Savings Bank 9.2 | UCC Filings | UCC-1 Financing Statement (Fixture Filing) — filed in Loudoun County land records | C&H | 03/18/2024 | Com
X. RECORDING AND FILING
Medium
⚑ Assignment / subcontracting
X. RECORDING AND FILING 10.1 | Recording | Recording of Deed of Trust in Loudoun County Circuit Court Clerk's Office | C&H / Meridian Title | 03/29/2024 | Complete | 03/29/2024 10.2 | Recording | Recording of Assignment of Leases and Rents (if separate instrument) | C&H / Meridian Title | 03/29/2024 | Complete | 03/29/2024
XI. POST-CLOSING ITEMS
Medium
⚑ Liability cap to check against exposure
XI. POST-CLOSING ITEMS 11.1 | Post-Closing | Recorded Deed of Trust — return of original recorded instrument with Loudoun County recording stamps | Meridian Title | 04/15/2024 | Pending | Expected within 2–4 weeks of recording 11.2 | Post-Closing | Filed UCC-1 Financing Statement — acknowledgment copy from VA SCC | C&H | 04/15/2024 | Pending 11.3 | Post-Closing | Final marked-up title policy from Meridian Surety & Ti