Contract analysis

Section 1 — Recitals and Identification of Certifying Officer The undersigned, Rebecca Sung, hereby certifies that she is the duly elected, qualified, and acting Chief Financial Officer of Ironhaven Data Centers LLC, a Delaware limited liability company, with its principal place of business at 4500 Dominion Ridge Boulevard, Suite 300, Ashburn, Virginia 20147 (the "Borrower" or "IHDC"). The undersigned has served in s

Section 2 — Description of Transactions In connection with the initial borrowing under the Credit Agreement, the following transactions have been consummated, or are to be consummated substantially contemporaneously with the delivery of this Solvency Certificate, on the Closing Date (collectively, the "Transactions"). The solvency determinations set forth in Section 4 below are made after giving effect to each and al

Section 3 — Basis of Determination; Financial Information Reviewed In reaching the determinations and certifications set forth in Section 4 below, the undersigned has reviewed and considered, among other things, the following information and materials: (a) Audited Financial Statements. The audited consolidated financial statements of the Consolidated Group for the fiscal year ended December 31, 2023, including the co

Section 4 — Solvency Certifications Based on and subject to the foregoing, and after giving effect to the Transactions on the Closing Date, the undersigned hereby certifies, in her capacity as Chief Financial Officer of the Borrower and not in her individual capacity, that as of the date hereof and immediately after giving effect to the Transactions: 4.1 — Fair Value (Balance Sheet Test) The fair value of the assets

Section 5 — Definitions and Interpretive Provisions For purposes of this Solvency Certificate, the following terms shall have the meanings set forth below: (a) "debt" means any liability on a claim; (b) "claim" means any right to payment, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured; (c)

Section 6 — Limitations and Qualifications The undersigned sets forth the following limitations and qualifications with respect to the certifications contained in this Solvency Certificate: (a) No Bankruptcy Law Determination. The determinations with respect to financial matters set forth herein were not made for the purpose of, and should not be construed as, establishing compliance with any provision of the Federal

Section 7 — Governing Law This Solvency Certificate shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the conflict of laws principles thereof (other than Section 5-1401 and Section 5-1402 of the New York General Obligations Law). [Signature Page Follows] [SIGNATURE PAGE TO SOLVENCY CERTIFICATE] IN WITNESS WHEREOF, the undersigned has executed and delivered th