Contract analysis

Section 1.01 — Defined Terms As used in this Deed of Trust, the following terms shall have the respective meanings set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. "Administrative Agent" means Crescent Harbor Bank, N.A., a national banking association, in its capacity as administrative agent under the Credit Agreement, and

Section 1.02 — Rules of Construction (a) Unless the context otherwise requires, all capitalized terms used and not otherwise defined in this Deed of Trust shall have the respective meanings assigned to such terms in the Credit Agreement. In the event of any conflict between the definitions set forth in this Deed of Trust and the definitions set forth in the Credit Agreement, the definitions in this Deed of Trust shal

ARTICLE II — GRANT AND CONVEYANCE

Section 2.01 — Grant of Deed of Trust For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and to secure the prompt and complete payment and performance of the Secured Obligations, the Grantor does hereby irrevocably grant, bargain, sell, convey, assign, transfer, mortgage, pledge, set over, deliver, and confirm unto the Trustee, in trust, with power of sale, for the bene

Section 2.02 — Assignment of Leases and Rents In addition to and without limitation of the grant set forth in Section 2.01, the Grantor does hereby absolutely and unconditionally assign, transfer, set over, and convey to the Beneficiary all of the Grantor's right, title, and interest in and to all Leases and all Rents, as more particularly set forth in Article IV of this Deed of Trust.

Section 2.03 — Security Interest in Personal Property and Fixtures (UCC Granting Clause) In addition to and without limitation of the grant set forth in Sections 2.01 and 2.02, the Grantor does hereby grant to the Beneficiary a continuing first-priority security interest under the UCC in all personal property, equipment, inventory, goods, accounts, deposit accounts, general intangibles (including, without limitation,

Section 2.04 — Secured Obligations This Deed of Trust is made for the purpose of securing the following obligations (collectively, the "Secured Obligations"): (a) The payment and performance of all obligations of the Grantor under the Credit Agreement, including, without limitation, (i) the repayment of the aggregate principal amount of Nine Hundred Fifty Million Dollars ($950,000,000), together with all accrued and

ARTICLE III — REPRESENTATIONS AND WARRANTIES OF GRANTOR The Grantor hereby represents and warrants to the Beneficiary, the Administrative Agent, and the Secured Parties, as of the date hereof and as of the Closing Date, as follows:

Section 3.01 — Organization, Good Standing, and Authority The Grantor is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, and is duly qualified to transact business and is in good standing in the Commonwealth of Virginia. The Grantor has full limited liability company power and authority to own, lease, and operate its properties and to carry o

Section 3.02 — Title The Grantor is the sole owner of and has good, marketable, and indefeasible fee simple title to the Land and the Improvements, free and clear of all liens, encumbrances, claims, charges, and restrictions, except for the Permitted Encumbrances set forth in Exhibit B attached hereto. There are no prior mortgages, deeds of trust, or other security interests encumbering the Property other than the Pe

Section 3.03 — No Conflicts The execution, delivery, and performance of this Deed of Trust by the Grantor and the granting of the lien and security interests provided for herein do not and will not (a) violate or conflict with, or result in a breach of, or require any consent under, the certificate of formation, limited liability company agreement, or other organizational documents of the Grantor, (b) violate or conf

Section 3.04 — Compliance with Law The Property complies in all material respects with all applicable laws, ordinances, statutes, rules, regulations, orders, and requirements of all governmental authorities having jurisdiction over the Property, including, without limitation, all zoning requirements, building codes, land use regulations, subdivision regulations, and environmental laws of Loudoun County and the Common

Section 3.05 — Environmental Representations (a) To the best of the Grantor's knowledge, after due inquiry, there are no Hazardous Materials present on, in, under, or affecting the Property in violation of any Environmental Laws. No release, discharge, or threatened release of any Hazardous Materials has occurred on or from the Property. The Grantor has not received any notice, claim, demand, or order from any govern

Section 3.06 — Taxes and Assessments All Impositions relating to the Property that are due and payable as of the date hereof have been paid in full. No Impositions are delinquent, and no assessments, levies, or charges of any governmental authority are outstanding or, to the Grantor's knowledge, threatened against the Property. The Grantor has not received any notice of any proposed increase in the assessed valuation

Section 3.07 — Insurance The Grantor has obtained and maintains, and will continue to maintain, the insurance policies required under Section 6.03 of this Deed of Trust and the applicable provisions of the Credit Agreement. All such insurance policies are in full force and effect as of the date hereof and comply in all respects with the requirements of the Credit Agreement. Such insurance policies have been placed th

Section 3.08 — Condition of Property The Property is in good condition and repair, free from material structural, mechanical, and environmental defects. The Grantor has delivered to the Beneficiary the appraisal of the Property prepared by Meridian Valuation Group, LLC (Howard Finch, MAI, Managing Director), dated April 22, 2024, which appraisal has been prepared in accordance with the Uniform Standards of Profession

Section 3.09 — Leases Exhibit B-1 attached hereto (to the extent delivered) sets forth a true, complete, and correct list of all existing Leases affecting the Property as of the date hereof, including, without limitation, the Pre-Lease Letter of Intent, dated as of April 2, 2024, between the Grantor and Stratos Cloud Services, Inc. for thirty megawatts (30 MW) of critical IT load capacity, with a five (5)-year initia

Section 3.10 — OFAC and Sanctions Compliance Neither the Grantor nor any of its directors, officers, managers, members, partners, employees, or, to the knowledge of the Grantor, affiliates is (a) a "Specially Designated National" or "Blocked Person" as designated by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), (b) a person or entity listed on the Sectoral Sanctions Identifications

Section 3.11 — No Litigation There are no actions, suits, proceedings, claims, investigations, or governmental inquiries pending or, to the Grantor's knowledge, threatened against or affecting the Grantor or the Property, at law, in equity, or before any governmental authority, that could reasonably be expected to (a) have a material adverse effect on the business, operations, condition (financial or otherwise), or p

ARTICLE IV — ASSIGNMENT OF LEASES AND RENTS

Section 4.01 — Absolute Assignment The Grantor hereby absolutely and unconditionally assigns, transfers, sets over, and conveys to the Beneficiary, for the benefit of the Secured Parties, all of the Grantor's right, title, and interest in, to, and under all Leases and all Rents now existing or hereafter arising with respect to the Property or any part thereof. This assignment is a present, absolute, and unconditional

Section 4.02 — License to Collect Rents Notwithstanding the absolute assignment set forth in Section 4.01, the Beneficiary hereby grants to the Grantor a revocable license (the "Rent Collection License") to collect, receive, use, and enjoy the Rents as they become due and payable, subject to the terms and conditions of this Deed of Trust and the Credit Agreement. The Rent Collection License shall be revocable by the

Section 4.03 — Covenants Regarding Leases Without the prior written consent of the Beneficiary (which consent shall not be unreasonably withheld, conditioned, or delayed, subject to applicable provisions and baskets set forth in the Credit Agreement), the Grantor shall not: (a) Enter into any new Lease with a term (including all extension and renewal options) exceeding five (5) years or providing for annual base rent

Section 4.04 — Application of Rents After Default During the continuance of an Event of Default and following revocation of the Rent Collection License, all Rents collected by the Beneficiary or any receiver appointed with respect to the Property shall be applied in the following order of priority: (i) first, to the payment of all costs and expenses incurred by the Beneficiary or such receiver in connection with the

ARTICLE V — SECURITY AGREEMENT AND FIXTURE FILING

Section 5.01 — Grant of Security Interest The Grantor hereby grants to the Beneficiary, for the ratable benefit of the Secured Parties, a continuing first-priority security interest in and lien upon all of the following personal property and fixtures, whether now existing or hereafter acquired or arising, wherever located, to the extent the same is owned by or in the possession of the Grantor and is located at, affix

Section 5.02 — Fixture Filing This Deed of Trust is intended to constitute, and shall be effective as, a fixture filing with respect to all Fixtures (as defined herein and described in Exhibit C) pursuant to Virginia Code § 8.9A-502 and § 8.9A-301. The information required for such fixture filing is as follows: Name and Address of Debtor: Ironhaven Data Centers LLC 4500 Dominion Ridge Boulevard, Suite 300 Ashburn, Vi

Section 5.03 — UCC Remedies Upon the occurrence and during the continuance of an Event of Default, in addition to all other rights and remedies available to the Beneficiary under this Deed of Trust, at law, or in equity, the Beneficiary shall have all of the rights and remedies of a secured party under the UCC (including, without limitation, Part 6 of Virginia Code Title 8.9A), including, without limitation, the righ

Section 5.04 — Priority The security interest granted herein is and shall remain a first-priority lien on and security interest in the Collateral, subject only to Permitted Encumbrances and the terms of the Intercreditor Agreement. The Grantor shall take all actions and execute and deliver all instruments, documents, and agreements, and shall make all filings, as may be requested by the Beneficiary from time to time

ARTICLE VI — COVENANTS OF GRANTOR The Grantor hereby covenants and agrees with the Beneficiary, the Administrative Agent, and the Secured Parties as follows:

Section 6.01 — Payment of Secured Obligations The Grantor shall promptly and punctually pay all Secured Obligations when due, whether at stated maturity, upon acceleration, by mandatory or optional prepayment, or otherwise, in accordance with the terms of the Credit Agreement and the other Loan Documents. Without limiting the generality of the foregoing, the Grantor shall make quarterly amortization payments in the a