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Contract analysis / borrower-beneficial-ownership-certification.docx
borrower-beneficial-ownership-certification.docx
1043-00001 · 11 clauses
High · 2 Medium · 0 Standard · 0
1. Direct Ownership Level. IHDC is 100% owned by Ironhaven Holdings Inc. Ironhaven Holdin
1. Direct Ownership Level. IHDC is 100% owned by Ironhaven Holdings Inc. Ironhaven Holdings Inc. is a Delaware corporation and is not a natural person. No natural person holds any direct equity interest in IHDC.
2. Intermediate Ownership Level. Ironhaven Holdings Inc. is 100% owned by Thornfield Infr
2. Intermediate Ownership Level. Ironhaven Holdings Inc. is 100% owned by Thornfield Infrastructure Fund III, LP. Thornfield Infrastructure Fund III, LP is a Delaware limited partnership and is not a natural person. No natural person holds any direct equity interest in Ironhaven Holdings Inc. outside of Thornfield Infrastructure Fund III, LP.
3. Fund Level — Limited Partners. Thornfield Infrastructure Fund III, LP is a pooled inve
3. Fund Level — Limited Partners. Thornfield Infrastructure Fund III, LP is a pooled investment vehicle with diversified institutional limited partners, including public and private pension funds, sovereign wealth funds, insurance companies, university endowments, and family offices. No single limited partner holds 25% or more of the fund's total committed capital of approximately $4.8 billion. The largest single lim
4. Fund Level — General Partner and Carried Interest. David Thornfield, as Founder & Mana
4. Fund Level — General Partner and Carried Interest. David Thornfield, as Founder & Managing Partner of Thornfield Capital Partners, LP and as a principal of the General Partner (Thornfield Capital Management LLC), holds an indirect economic interest in IHDC through (a) the General Partner's carried interest allocation in Thornfield Infrastructure Fund III, LP (which is 20% of net profits, subject to an 8% preferred
5. Other Principals. Similarly, no other principal of Thornfield Capital Management LLC —
5. Other Principals. Similarly, no other principal of Thornfield Capital Management LLC — including Elena Marchetti and Robert Sang-Hwan Kim — holds an indirect economic interest of 25% or more in IHDC through the carried interest allocation or the GP commitment. C. Conclusion. Based on the foregoing analysis, zero (0) individuals are identified as beneficial owners of Ironhaven Data Centers LLC under the Ownership P
1. Accuracy. All information provided in this Certification is true, correct, and complet
1. Accuracy. All information provided in this Certification is true, correct, and complete in all material respects as of the date hereof and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained herein not misleading.
2. Diligent Inquiry. The certifying individual has conducted a diligent inquiry into the
2. Diligent Inquiry. The certifying individual has conducted a diligent inquiry into the ownership structure of Ironhaven Data Centers LLC in preparation for the delivery of this Certification. Such inquiry included, without limitation, a review of (a) the Amended and Restated Limited Liability Company Agreement of Ironhaven Data Centers LLC, dated as of September 12, 2021, as most recently amended on April 22, 2024;
3. No Omissions Under the Ownership Prong. No individual who meets the 25% ownership thre
3. No Omissions Under the Ownership Prong. No individual who meets the 25% ownership threshold under the CDD Rule has been omitted from this Certification. The certifying individual has applied a look-through analysis consistent with the guidance set forth in 31 C.F.R. § 1010.230 and FinCEN's published interpretive guidance and has concluded that no natural person directly or indirectly owns 25% or more of the equity
4. Control Prong Identification. The individual identified under the Control Prong in Par
4. Control Prong Identification. The individual identified under the Control Prong in Part V above — Marcus Delaine, Chief Executive Officer — is the individual with the most significant responsibility to control, manage, or direct IHDC, and no other individual should be identified in his place for purposes of the CDD Rule.
5. Federal Law Acknowledgment. The certifying individual acknowledges that this Certifica High
⚑ Penalty / liquidated damages
5. Federal Law Acknowledgment. The certifying individual acknowledges that this Certification is being relied upon by the Administrative Agent and the Lenders in connection with the Credit Agreement and the transactions contemplated thereby, and that making a false statement or providing misleading information in connection with this Certification may constitute a violation of federal law, including, without limitati
6. Obligation to Update. The certifying individual, on behalf of Ironhaven Data Centers L High
⚑ Penalty / liquidated damages
6. Obligation to Update. The certifying individual, on behalf of Ironhaven Data Centers LLC, undertakes to notify the Administrative Agent promptly (and in any event within thirty (30) calendar days) of any change in the information provided in this Certification, including, without limitation, (a) any change in the ownership structure of IHDC that would result in a natural person meeting the 25% ownership threshold