FR EA

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 / promissory-note.docx
promissory-note.docx
1043-00003 · 20 clauses
High · 4 Medium · 7 Standard · 4
1. Promise to Pay Standard
⚑ Commercial term
1. Promise to Pay FOR VALUE RECEIVED, IRONHAVEN LOUDOUN EDGE LLC, a Virginia limited liability company ("Maker" or "Borrower"), having its principal office c/o Ironhaven Data Centers LLC, 1900 Dominion Tower, Suite 400, Tysons Corner, Virginia 22182, and its registered agent at Commonwealth Registered Agents Inc., 1021 E. Cary Street, Richmond, Virginia 23219 (Virginia State Corporation Commission Entity ID: S9103284
2. Advances Medium
⚑ Liability cap to check against exposure
2. Advances The principal of this Note shall be advanced by Lender from time to time in accordance with and subject to the terms, conditions, and limitations set forth in the Loan Agreement, including without limitation Article IV thereof governing Draw Requests and disbursement procedures. Borrower acknowledges and agrees that Lender shall have no obligation to make any Advance except in strict compliance with the p
3. Interest — Construction Phase Medium
⚑ Forum / governing law
3. Interest — Construction Phase (a) Construction Period Interest Rate. From and after the date of the first Advance and continuing until the Conversion Date (as defined in Section 6 hereof), interest shall accrue on the outstanding principal balance of this Note at a per annum rate equal to the Adjusted Term SOFR Rate plus two hundred seventy-five basis points (2.75%) (the "Construction Rate"). The Construction Rate
4. Interest — Permanent Phase Standard
⚑ Commercial term
4. Interest — Permanent Phase (a) Conversion to Fixed Rate. Upon the Conversion Date (as defined in Section 6 hereof), the interest rate on the outstanding principal balance of this Note (such outstanding principal balance as of the Conversion Date being the "Converted Principal") shall automatically convert from the Construction Rate to a fixed per annum rate (the "Permanent Rate"). From and after the Conversion Dat
5. Repayment of Principal — Permanent Phase Standard
⚑ Commercial term
5. Repayment of Principal — Permanent Phase (a) Amortization. Commencing on the first (1st) Business Day of the first full calendar month following the Conversion Date, and on the first (1st) Business Day of each calendar month thereafter until the Maturity Date, Borrower shall pay to Lender monthly installments of principal and interest based on a twenty-five (25)-year amortization schedule, calculated using the Con
6. Conversion Conditions Medium
⚑ Liability cap to check against exposure
6. Conversion Conditions (a) Conversion Generally. The Construction Phase shall convert to the Permanent Phase (the "Conversion") upon written confirmation by Lender to Borrower that all of the following conditions (collectively, the "Conversion Conditions") have been satisfied in full or waived in writing by Lender: (i) Certificate of Occupancy. Issuance of a final, unconditional certificate of occupancy (or its equ
7. Prepayment High
⚑ Penalty / liquidated damages
7. Prepayment (a) During Construction Phase. The outstanding principal balance of this Note may be prepaid in whole or in part at any time during the Construction Period without premium or penalty, upon not less than ten (10) Business Days' prior written notice to Lender, specifying the date on which such prepayment is to be made and the principal amount to be prepaid. (b) During Permanent Phase — Yield Maintenance P
8. Late Charges Medium
⚑ Forum / governing law
8. Late Charges If any monthly payment of principal, interest, or any other amount due under this Note is not received by Lender within five (5) calendar days after the date on which such payment is due (without regard to any applicable grace period under the Loan Agreement), Borrower shall pay to Lender, immediately upon demand, a late charge equal to five percent (5.00%) of the amount of such overdue payment. Borro
9. Security High
⚑ Indemnity / guarantee obligation
9. Security This Note is secured by, among other things, the following security instruments, documents, and agreements, each of which is dated as of the date hereof unless otherwise indicated (collectively, together with this Note and the Loan Agreement, the "Loan Documents"): (a) Deed of Trust. A Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing dated as of the date hereof (the "D
10. Events of Default; Acceleration Medium
⚑ Notice / time limit to track
10. Events of Default; Acceleration Upon the occurrence of any Event of Default under the Loan Agreement (including without limitation: (i) failure to pay any installment of principal or interest on this Note when due; (ii) breach of any financial covenant, including the minimum debt service coverage ratio of 1.30x, maximum loan-to-value ratio of seventy percent (70%), and minimum liquidity requirement of Five Millio
11. Waivers by Borrower Medium
⚑ Notice / time limit to track
11. Waivers by Borrower Borrower, and all endorsers, sureties, guarantors, and any other party now or hereafter liable for the payment of all or any part of the indebtedness evidenced by this Note, hereby jointly and severally waive, to the fullest extent permitted by applicable law: (a) presentment for payment, demand, notice of dishonor, protest, and notice of protest with respect to this Note; (b) diligence in col
12. Loan Agreement Controls Standard
⚑ Commercial term
12. Loan Agreement Controls In the event of any conflict or inconsistency between the terms and provisions of this Note and the terms and provisions of the Loan Agreement, the terms and provisions of the Loan Agreement shall govern and control in all respects; provided, however, that the foregoing shall not diminish or modify the unconditional obligation of Borrower to pay the principal sum, interest, and all other a
13. Usury Savings Clause High
⚑ Penalty / liquidated damages
13. Usury Savings Clause Notwithstanding any provision of this Note, the Loan Agreement, or any other Loan Document to the contrary, the total liability of Borrower for payments in the nature of interest, including all charges, fees, and exactions that constitute interest under applicable law, shall not exceed the limits now or hereafter imposed by the usury laws of the Commonwealth of Virginia or by applicable feder
14. Notices
14. Notices All notices, demands, requests, consents, approvals, and other communications required or permitted under this Note shall be in writing and shall be delivered in accordance with the notice provisions set forth in the Loan Agreement. Unless and until a different address is provided in accordance with the Loan Agreement, all such communications shall be directed as follows: If to Borrower: Ironhaven Loudoun
15. Governing Law; Jurisdiction High
⚑ Non-compete / exclusivity restraint
15. Governing Law; Jurisdiction This Note shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia (without giving effect to the conflict of laws principles thereof that would require the application of the laws of any other jurisdiction). Borrower hereby irrevocably and unconditionally submits to the non-exclusive jurisdiction of the federal and state courts located in the Commo
16. Waiver of Jury Trial
16. Waiver of Jury Trial BORROWER AND LENDER EACH HEREBY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVE ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS NOTE, THE LOAN AGREEMENT, ANY OTHER LOAN DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWIS
17. Amendments; Modifications
17. Amendments; Modifications This Note may not be amended, modified, supplemented, or restated except by a written instrument duly executed by Borrower and Lender. No oral agreement, course of dealing, or trade usage shall be effective to amend, modify, or supplement any provision of this Note. No waiver of any provision of this Note, and no consent to any departure by Borrower from any provision of this Note, shall
18. Successors and Assigns Medium
⚑ Assignment / subcontracting
18. Successors and Assigns This Note shall be binding upon Borrower and its successors and assigns, and shall inure to the benefit of Lender and its successors and assigns. Borrower may not assign, delegate, or transfer its rights or obligations under this Note, in whole or in part, without the prior written consent of Lender, and any purported assignment, delegation, or transfer without such consent shall be null an
19. Severability
19. Severability If any provision of this Note is held to be invalid, illegal, or unenforceable by any court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Note, and the remaining provisions of this Note shall continue in full force and effect. The parties agree that, if any provision is so held to be invalid, illegal, or unenforceable, such pr
20. Time of the Essence
20. Time of the Essence Time is of the essence with respect to each and every obligation, covenant, and agreement of Borrower under this Note, the Loan Agreement, and each of the other Loan Documents. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK — SIGNATURE PAGE FOLLOWS] IN WITNESS WHEREOF, Borrower has duly executed and delivered this Promissory Note as of the date first written above. BORROWER: IRONHAVEN LOUDOUN EDG