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Contract analysis / promissory-note-draft.docx
promissory-note-draft.docx
High · 5
Medium · 10
Standard · 2
Section 1. Principal.
Medium
⚑ Assignment / subcontracting
Section 1. Principal. 1.1 The Borrower hereby unconditionally promises to pay to the order of the Administrative Agent, for the ratable benefit of the Lenders, the aggregate unpaid principal amount of all Loans outstanding under this Note. The principal amount of each Loan, the date of each advance, and the amount of each repayment of principal shall be recorded by the Administrative Agent in its records and, prior t
Section 2. Interest.
Medium
⚑ Forum / governing law
Section 2. Interest. 2.1 Interest Rate. All outstanding principal amounts under this Note shall bear interest at a per annum rate equal to the sum of (a) Term SOFR (as defined in the Credit Agreement) plus (b) two hundred eighty-five basis points (2.85%) per annum (the "Applicable Rate"). For purposes of this Note, "Term SOFR" shall mean the forward-looking term rate based on the Secured Overnight Financing Rate as a
Section 3. Maturity.
Standard
⚑ Commercial term
Section 3. Maturity. Unless earlier accelerated in accordance with the terms of this Note and the Credit Agreement, the entire outstanding principal balance of all Loans evidenced by this Note, together with all accrued and unpaid interest thereon, all Unused Commitment Fees, and all other fees, costs, expenses, and amounts owing hereunder and under the Credit Agreement and the other Loan Documents, shall be due and
Section 4. Payments.
High
⚑ Indemnity / guarantee obligation
Section 4. Payments. 4.1 Manner of Payment. All payments of principal, interest, Unused Commitment Fees, and all other amounts due and payable under this Note shall be made in lawful money of the United States of America, in immediately available funds, to the Administrative Agent at its office located at 1275 Avenue of Commerce, 12th Floor, McLean, Virginia 22102, or by wire transfer to such account as the Administr
Section 5. Prepayment.
High
⚑ Penalty / liquidated damages
Section 5. Prepayment. 5.1 Voluntary Prepayment. The Borrower may prepay the outstanding principal balance of the Loans evidenced by this Note, in whole or in part, at any time and from time to time, without premium or penalty (except as provided herein), upon not less than five (5) Business Days' prior irrevocable written notice to the Administrative Agent, specifying the date and amount of such prepayment. Each par
Section 6. Security.
Medium
⚑ Assignment / subcontracting
Section 6. Security. This Note is secured by, among other things, the following Collateral and security interests, each as more particularly described in the Credit Agreement and the other Loan Documents: (a) a first-priority Deed of Trust, Assignment of Leases and Rents, and Security Agreement (the "Deed of Trust") encumbering (i) that certain parcel of real property consisting of approximately sixty-two (62.0) acre
Section 7. Events of Default and Remedies.
High
⚑ Non-compete / exclusivity restraint
Section 7. Events of Default and Remedies. 7.1 Upon the occurrence and during the continuance of any Event of Default under the Credit Agreement (including, without limitation, any payment default, breach of covenant or representation, cross-default, bankruptcy or insolvency event, material adverse change, or other event or circumstance constituting an Event of Default as defined in the Credit Agreement), the Adminis
Section 8. Loan-to-Cost Ratio Covenant.
Standard
⚑ Commercial term
Section 8. Loan-to-Cost Ratio Covenant. 8.1 The Borrower acknowledges and agrees that, as more particularly set forth in the Credit Agreement, the outstanding principal amount of all Loans shall not at any time exceed sixty-five percent (65%) of the total project cost (the "Loan-to-Cost Ratio"). The total project cost is currently budgeted at Six Hundred Million and 00/100 Dollars ($600,000,000.00) (as such budget ma
Section 9. Waivers.
Medium
⚑ Notice / time limit to track
Section 9. Waivers. The Borrower hereby waives, to the fullest extent permitted by applicable law: (a) presentment for payment, demand, notice of nonpayment, notice of dishonor, protest, and notice of protest of this Note, and all other notices and demands in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note; (b) diligence in the collection or enforcement of th
Section 10. Transfer and Assignment.
Medium
⚑ Assignment / subcontracting
Section 10. Transfer and Assignment. 10.1 This Note may not be transferred, assigned, or negotiated by the Borrower without the prior written consent of the Administrative Agent and the Required Lenders, and any purported transfer or assignment by the Borrower without such consent shall be null and void and of no force or effect. 10.2 The Administrative Agent and each Lender may, in accordance with the terms and cond
Section 11. Governing Law.
High
⚑ Non-compete / exclusivity restraint
Section 11. Governing Law. 11.1 This Note shall be governed by, and construed and enforced in accordance with, the laws of the Commonwealth of Virginia, without giving effect to any choice of law or conflict of law rules or provisions (whether of the Commonwealth of Virginia or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the Commonwealth of Virginia. 11.2 The Bo
Section 12. Integration and Credit Agreement Reference.
Section 12. Integration and Credit Agreement Reference. 12.1 This Note is one of the "Loan Documents" referred to in, and is entitled to the benefits of, the Credit Agreement and the other Loan Documents. The rights and obligations of the Borrower, the Administrative Agent, and the Lenders under this Note are subject to and qualified by reference to the terms and provisions of the Credit Agreement, including, without
Section 13. Amendment.
Section 13. Amendment. This Note may not be amended, modified, supplemented, restated, or waived except by a written instrument duly executed by the Borrower and the Administrative Agent (acting at the direction of the Required Lenders, or, where applicable, all Lenders), in accordance with the amendment and waiver provisions set forth in the Credit Agreement. Any purported amendment, modification, supplement, or wai
Section 14. Severability.
Section 14. Severability. If any provision of this Note is held to be invalid, illegal, or unenforceable by any court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions of this Note shall not in any way be affected or impaired thereby, and the invalid, illegal, or unenforceable provision shall be modified to the minimum extent necessary to render it valid, legal, and enf
Section 15. Notices.
Section 15. Notices. All notices, requests, demands, consents, approvals, and other communications required or permitted to be given under this Note shall be given in accordance with the notice provisions of the Credit Agreement and shall be addressed as follows (or to such other address as a party may designate by written notice to the other parties in accordance with the Credit Agreement): If to the Borrower: Stone
Section 16. Costs and Expenses.
Medium
⚑ Forum / governing law
Section 16. Costs and Expenses. The Borrower agrees to pay on demand all reasonable and documented costs and expenses incurred by the Administrative Agent and the Lenders (including, without limitation, reasonable attorneys' fees and disbursements, court costs, expert witness fees, and all other costs and expenses of litigation or arbitration) in connection with (a) the enforcement, preservation, or protection of any
Section 17. Usury Savings.
Medium
⚑ Liability cap to check against exposure
Section 17. Usury Savings. Notwithstanding any provision of this Note, the Credit Agreement, or any other Loan Document to the contrary, in no event shall the aggregate of all interest and other amounts charged or collected pursuant to this Note, the Credit Agreement, or any other Loan Document and deemed "interest" under applicable law exceed the maximum rate of interest permitted by applicable law (the "Maximum Law
Section 18. Waiver of Jury Trial.
Medium
⚑ Forum / governing law
Section 18. Waiver of Jury Trial. THE BORROWER, THE ADMINISTRATIVE AGENT, AND EACH LENDER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS NOTE, THE CREDIT AGREEMENT, ANY OTHER LOAN DOCUMENT, OR THE TRAN
1. Credit Agreement — Construction Loan Agreement dated as of October _, 2025, among Ston
1. Credit Agreement — Construction Loan Agreement dated as of October _, 2025, among Stonebridge Campus Holdings LLC, as Borrower, Summit National Bank, N.A., as Administrative Agent, and the Lenders party thereto (Summit National Bank, N.A.; Cascade Commercial Lending Corp.; Harborview Trust Company).
2. Deed of Trust — Deed of Trust, Assignment of Leases and Rents, and Security Agreement,
Medium
⚑ Assignment / subcontracting
2. Deed of Trust — Deed of Trust, Assignment of Leases and Rents, and Security Agreement, to be recorded in the Land Records of Loudoun County, Virginia, encumbering the Stonebridge Parcel (62.0 acres; Loudoun County Tax Map Ref. /95-4A-1///) and the Meridian Parcel (19.4 acres; Loudoun County Tax Map Ref. /95-4A-2///).
3. Pledge Agreement — Pledge Agreement executed by Ironhaven Data Centers LLC, pledging 1
3. Pledge Agreement — Pledge Agreement executed by Ironhaven Data Centers LLC, pledging 100% of the membership interests in Stonebridge Campus Holdings LLC held by Ironhaven Data Centers LLC to the Administrative Agent for the benefit of the Lenders.
4. Completion Guaranty — Completion Guaranty executed by Ironhaven Data Centers LLC, as g
4. Completion Guaranty — Completion Guaranty executed by Ironhaven Data Centers LLC, as guarantor, in favor of the Administrative Agent for the benefit of the Lenders, guaranteeing the timely completion of construction of the Project in accordance with the terms of the Credit Agreement.
5. Carry Guaranty / Payment Guaranty — Carry Guaranty and Payment Guaranty executed by Ir
5. Carry Guaranty / Payment Guaranty — Carry Guaranty and Payment Guaranty executed by Ironhaven Data Centers LLC, as guarantor, in favor of the Administrative Agent for the benefit of the Lenders, guaranteeing certain payment and carry obligations of the Borrower.
6. Environmental Indemnity Agreement — Environmental Indemnity Agreement executed by the
High
⚑ Indemnity / guarantee obligation
6. Environmental Indemnity Agreement — Environmental Indemnity Agreement executed by the Borrower and Ironhaven Data Centers LLC, as indemnitors, in favor of the Administrative Agent for the benefit of the Lenders, indemnifying the Administrative Agent and the Lenders against environmental liabilities arising from or relating to the Stonebridge Parcel and the Meridian Parcel.
7. Assignment of Contracts, Permits, and Approvals — Assignment of Contracts, Permits, an
Medium
⚑ Assignment / subcontracting
7. Assignment of Contracts, Permits, and Approvals — Assignment of Contracts, Permits, and Approvals executed by the Borrower in favor of the Administrative Agent for the benefit of the Lenders, covering the EPC Agreement with Titan-McAllister Construction Group, LLC, the Large Load Service Agreement with Vantage Power Cooperative, and all other material project contracts, permits, licenses, governmental approvals, a