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Contract analysis / officers-closing-certificate.docx
officers-closing-certificate.docx
1043-00001 · 12 clauses
High · 0 Medium · 4 Standard · 2
Section 1 — Identification of Certifying Officer
Section 1 — Identification of Certifying Officer The undersigned, Jonathan Pryce-Williams, in his capacity as General Counsel & Secretary of Ironhaven Data Centers LLC, a Delaware limited liability company, hereby certifies as follows:
1. I am a duly authorized officer of the Borrower. I am delivering this Certificate solel
1. I am a duly authorized officer of the Borrower. I am delivering this Certificate solely in my capacity as an authorized officer of the Borrower and not in my individual or personal capacity.
2. This Certificate is delivered pursuant to Section 4.01(e) of the Credit Agreement as a
2. This Certificate is delivered pursuant to Section 4.01(e) of the Credit Agreement as a condition precedent to the initial borrowing under the Credit Agreement on the Closing Date, June 3, 2024.
3. I am familiar with the transactions contemplated by the Credit Agreement and the other
3. I am familiar with the transactions contemplated by the Credit Agreement and the other Loan Documents (as defined in the Credit Agreement), and I have made or caused to be made such investigation and inquiry as I have deemed necessary or appropriate to enable me to make the certifications, representations, and statements set forth herein. In making such investigation and inquiry, I have reviewed the Credit Agreeme
4. The principal office of the Borrower is located at:
4. The principal office of the Borrower is located at: Ironhaven Data Centers LLC 4500 Dominion Ridge Boulevard, Suite 300 Ashburn, Virginia 20147 Based upon the foregoing, I hereby certify to the Administrative Agent, the Collateral Agent, and the Lenders as follows:
Section 2 — Representations and Warranties Medium
⚑ Notice / time limit to track
Section 2 — Representations and Warranties I hereby certify that each of the representations and warranties made by the Borrower (Ironhaven Data Centers LLC), the Co-Borrower (Ironhaven Frankfurt GmbH), and the Parent Guarantor (Ironhaven Holdings Inc.) in the Credit Agreement and in each other Loan Document to which such Loan Party is a party is true and correct in all material respects (or, in the case of represent
Section 3 — No Default or Event of Default Medium
⚑ Liability cap to check against exposure
Section 3 — No Default or Event of Default I hereby certify that no Default or Event of Default (as each such term is defined in the Credit Agreement) has occurred and is continuing as of the Closing Date, June 3, 2024, or would result from the initial borrowing contemplated on the Closing Date under the Credit Agreement. Without limiting the generality of the foregoing, I specifically confirm that the Borrower is in
Section 4 — Satisfaction of Conditions Precedent Medium
⚑ Confidentiality undertaking
Section 4 — Satisfaction of Conditions Precedent I hereby certify that all conditions precedent to the initial borrowing under the Credit Agreement set forth in Section 4.01 thereof have been satisfied (or, where expressly permitted, waived in accordance with the terms of the Credit Agreement) as of the Closing Date, June 3, 2024, including without limitation each of the following: (a) Execution and Delivery of Loan
Section 5 — No Material Adverse Change
Section 5 — No Material Adverse Change I hereby certify that, since March 31, 2024 (the date of the most recent financial statements of the Borrower and its subsidiaries delivered to the Administrative Agent prior to the Closing Date), there has been no change, event, occurrence, condition, or development that has had or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect
Section 6 — Solvency Confirmation Standard
⚑ Commercial term
Section 6 — Solvency Confirmation Reference is made to the separate Solvency Certificate delivered by Rebecca Sung, Chief Financial Officer of the Borrower, dated June 3, 2024, certifying the solvency of the Borrower and its subsidiaries on a consolidated basis after giving effect to the transactions contemplated by the Credit Agreement, including without limitation the incurrence of the Term Loan, the payoff of the
Section 7 — Post-Closing Items Acknowledgment Medium
⚑ Forum / governing law
Section 7 — Post-Closing Items Acknowledgment I hereby acknowledge that the following post-closing items remain outstanding as of the Closing Date and are to be completed within the timeframes specified in the Credit Agreement (including, where applicable, Schedule 6.14 thereto): (i) German *Grundbuch* Registration: Registration of the Grundschuld over the Frankfurt campus parcel (Grundbuch von Frankfurt am Main-Ost,
Section 8 — Miscellaneous Provisions Standard
⚑ Commercial term
Section 8 — Miscellaneous Provisions This Certificate is being delivered to the Administrative Agent at the following address: Crescent Harbor Bank, N.A. 1200 Harbor Point Drive Charlotte, North Carolina 28202 Attention: Martin Gallagher, Managing Director, Syndicated Loan Agency / Thomas Beckett, Vice President, Loan Operations & Agency Services and to the Collateral Agent at the following address: Pinnacle Trust Co