Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: "Administrative Agent" means Summit National Bank, N.A., a national banking association, acting in its capacity as administrative agent for the Lenders under the Credit Agreement, together with its successors and assigns in such capacity. "Agreement" means this Pledge Agreement, as the same may be amend

Section 1.2 — Rules of Construction (a) Terms defined in the Credit Agreement and not otherwise defined herein shall have the meanings ascribed to them therein. (b) All references herein to Articles, Sections, Schedules, and Exhibits are to Articles, Sections, Schedules, and Exhibits of this Agreement, unless otherwise specified. (c) The words "include," "includes," and "including" shall be deemed to be followed by t

Section 1.3 — Credit Agreement Incorporation The terms and conditions of the Credit Agreement are incorporated herein by reference to the extent applicable and not inconsistent with the express terms of this Agreement, including without limitation the definitions of "Event of Default," "Maturity Date" (being 48 months from the date of closing, with one twelve-month extension option subject to the satisfaction of cert

ARTICLE II — PLEDGE AND GRANT OF SECURITY INTEREST

Section 2.1 — Grant of Security Interest As security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration, or otherwise) of all Obligations, the Pledgor hereby pledges, assigns, transfers, and grants to the Administrative Agent, for the ratable benefit of the Lenders, a continuing first-priority security interest in and to all of the following property, whether now

Section 2.2 — Security for Obligations The Collateral secures the prompt and complete payment and performance of all Obligations under the Loan Documents, including without limitation (a) the $390,000,000 construction loan under the Credit Agreement, (b) all obligations of the Pledgor under the Completion Guaranty, (c) all obligations of the Pledgor under the Carry Guaranty/Payment Guaranty, (d) all interest, fees, c

Section 2.3 — Delivery of Pledged Interests (a) If the Pledged Interests are at any time evidenced by a certificate, instrument, or other document, Pledgor shall promptly deliver such certificate, instrument, or document to the Administrative Agent, duly endorsed in blank or accompanied by membership interest powers or other instruments of transfer duly executed in blank by Pledgor, in form and substance satisfactory

ARTICLE III — REPRESENTATIONS AND WARRANTIES OF PLEDGOR Pledgor hereby represents and warrants to the Administrative Agent and each of the Lenders as follows:

Section 3.1 — Organization and Good Standing Pledgor is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. Pledgor has all requisite limited liability company power and authority to own, lease, and operate its properties and assets and to carry on its business as now conducted. Pledgor is duly qualified to do business and is in good standing in

Section 3.2 — Authorization and Enforceability The execution, delivery, and performance of this Pledge Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary limited liability company action on the part of Pledgor, including the member consent resolution adopted by the members of IHDC authorizing IHDC to enter into the Stonebridge Campus development and finan

Section 3.3 — Ownership of Pledged Interests Pledgor is the sole and record owner of 100% of the issued and outstanding membership interests in the Borrower. Pledgor holds the Pledged Interests free and clear of all liens, encumbrances, pledges, security interests, charges, claims, options, preemptive rights, rights of first refusal, restrictions on transfer, and other adverse interests of any nature, except for (a)

Section 3.4 — No Conflicts The execution, delivery, and performance of this Agreement, and the creation of the security interest herein granted, do not and will not: (a) violate or conflict with, or result in a breach of, any provision of the certificate of formation, limited liability company agreement, or other organizational documents of Pledgor or the Borrower (including the Operating Agreement); (b) violate or c

Section 3.5 — Borrower Organization (a) The Borrower (Stonebridge Campus Holdings LLC) is a limited liability company duly organized (or to be duly organized on or prior to the date of the initial advance under the Credit Agreement) and validly existing under the laws of the Commonwealth of Virginia. (b) The Borrower is a single-purpose entity formed solely for the purpose of owning and developing the Stonebridge Dat

Section 3.6 — Consents and Approvals No consent, approval, authorization, license, permit, registration, or filing with, or notice to, any governmental authority, regulatory body, or other third party is required in connection with the execution, delivery, performance, or enforcement of this Agreement or the creation, perfection, or maintenance of the security interest herein granted, except for: (a) the filing of UC

Section 3.7 — No Prior Assignment Pledgor has not previously pledged, assigned, hypothecated, transferred, or otherwise encumbered any of the Pledged Interests to any person or entity other than the Administrative Agent pursuant to this Agreement. There are no outstanding agreements, arrangements, or understandings pursuant to which any person or entity has or may acquire any right, title, or interest in or to the Pl

Section 3.8 — Organizational Identification The following information regarding Pledgor is true, correct, and complete as of the date hereof: (a) Pledgor's exact legal name: Ironhaven Data Centers LLC. (b) Pledgor's jurisdiction of organization: State of Delaware. (c) Pledgor's Employer Identification Number (EIN): 84-3291057. (d) Pledgor's principal place of business: 44680 Prentice Drive, Suite 200, Ashburn, Virgin

Section 3.9 — No Certificated Interests The Pledged Interests are not currently evidenced by any certificate, instrument, or other document. The Operating Agreement does not provide for the issuance of certificated membership interests. Pledgor has not requested or authorized, and no person or entity has issued, any certificate or instrument representing any of the Pledged Interests.

Section 3.10 — Operating Agreement Compliance Pledgor has delivered to the Administrative Agent a true, correct, and complete copy of the Operating Agreement, including all amendments, supplements, and side letters thereto (if any) as of the date hereof. The Operating Agreement expressly permits the pledge, assignment, and transfer of the Pledged Interests as contemplated by this Agreement and the exercise by the Adm

ARTICLE IV — COVENANTS OF PLEDGOR Pledgor covenants and agrees with the Administrative Agent and each of the Lenders as follows:

Section 4.1 — Maintenance of Pledged Interests Pledgor shall maintain its 100% ownership interest in the Borrower at all times during the term of this Agreement. Pledgor shall not sell, transfer, assign, exchange, convey, hypothecate, or otherwise dispose of any of the Pledged Interests (or any interest therein, whether legal, beneficial, or otherwise) without the prior written consent of the Administrative Agent (ac

Section 4.2 — Restriction on Liens Pledgor shall not create, incur, assume, or permit to exist any lien, security interest, encumbrance, charge, pledge, hypothecation, assignment, preference, priority, or other adverse interest of any nature on or with respect to the Pledged Interests or any other Collateral, other than (a) the first-priority security interest created under this Agreement in favor of the Administrati

Section 4.3 — Further Assurances and Perfection (a) Pledgor shall, at its own cost and expense, execute and deliver such additional documents, instruments, agreements, and certificates (including UCC financing statements, UCC financing statement amendments, and UCC continuation statements) and take such further actions as the Administrative Agent may from time to time reasonably request in order to create, perfect, m

Section 4.4 — Change of Name, Jurisdiction, or Structure Pledgor shall not (a) change its legal name, (b) change its jurisdiction of organization, (c) change its organizational structure (including by merger, consolidation, conversion, or reorganization), (d) change its organizational identification number, or (e) change the location of its principal place of business or chief executive office, in each case without p

Section 4.5 — Change of Control (a) Pledgor shall comply in all respects with the change of control provisions set forth in the Credit Agreement. The Credit Agreement includes a mandatory prepayment trigger upon any "Change of Control" of the Borrower or the Pledgor (as guarantor), defined as any direct or indirect transfer, sale, assignment, or other disposition of equity interests (whether by operation of law or ot

Section 4.6 — Operating Agreement Amendments Pledgor shall not amend, modify, supplement, restate, terminate, or waive any provision of the Operating Agreement without the prior written consent of the Administrative Agent (acting on behalf of the Required Lenders), to the extent such amendment, modification, supplement, restatement, termination, or waiver would: (a) materially adversely affect the rights, interests,

Section 4.7 — Distributions (a) During the continuance of an Event of Default, Pledgor shall not accept, receive, or retain any distributions, dividends, payments, returns of capital, or other amounts from the Borrower without the prior written consent of the Administrative Agent. Any such distributions received by Pledgor during the continuance of an Event of Default shall be held in trust for the benefit of the Adm

Section 4.8 — Information and Inspection Rights (a) Pledgor shall furnish to the Administrative Agent true, correct, and complete copies of any amendment, supplement, restatement, or waiver of the Operating Agreement promptly upon execution thereof (and in any event within five (5) business days following such execution). (b) Pledgor shall provide the Administrative Agent with such financial statements, reports, memb

Section 4.9 — Insurance Pledgor shall maintain, or shall cause the Borrower to maintain, all insurance required under the Credit Agreement, the EPC Agreement, and any other Loan Document, including without limitation: (a) builder's risk insurance in an amount of not less than $412,000,000, as currently placed through Great Basin Surety & Insurance Corp. (or such other insurer as may be approved by the Administrative

Section 4.10 — Voting Rights (a) Until the occurrence of an Event of Default, Pledgor shall retain the right to exercise all voting, consent, approval, management, and other governance rights with respect to the Pledged Interests; provided, however, that Pledgor shall not exercise any such right in a manner that would (i) violate or be inconsistent with the terms of this Agreement, the Credit Agreement, or any other

ARTICLE V — RIGHTS AND REMEDIES OF ADMINISTRATIVE AGENT

Section 5.1 — Remedies Upon Event of Default Upon the occurrence and during the continuance of an Event of Default (as defined in the Credit Agreement), the Administrative Agent shall have, in addition to all other rights and remedies provided by law or equity, the following rights and remedies, which may be exercised without further notice to or consent of Pledgor (except as otherwise expressly required by this Agre

Section 5.2 — Notice of Sale To the extent that notice is required by applicable law, the Administrative Agent shall provide Pledgor with at least ten (10) business days' prior written notice of the time and place of any public sale of the Pledged Interests and of the time after which any private sale or other intended disposition thereof is to be made. Pledgor hereby agrees and acknowledges that ten (10) business da

Section 5.3 — Application of Proceeds The cash proceeds actually received from any sale, disposition, or other realization upon the Collateral, and any other cash amounts received by the Administrative Agent in respect of the Collateral, shall be applied by the Administrative Agent in the following order of priority: First, to the payment of all costs, fees, and expenses of the Administrative Agent incurred in connec

Section 5.4 — Waiver of Defenses Pledgor hereby waives, to the fullest extent permitted by applicable law, all defenses available to a guarantor, surety, or accommodation party, including without limitation (a) any right to require the Administrative Agent to proceed against any other person, to proceed against or exhaust any other collateral, or to pursue any other remedy; (b) any defense arising by reason of the in

Section 5.5 — Administrative Agent's Duties The Administrative Agent shall have no obligation to exercise any right, power, or remedy hereunder or to preserve, protect, or maintain the Collateral or any value therein. The Administrative Agent shall not be liable for any loss or damage to the Collateral arising from the Administrative Agent's failure to exercise any right, power, or remedy hereunder, except to the ext

Section 5.6 — Power of Attorney Pledgor hereby irrevocably constitutes and appoints the Administrative Agent as Pledgor's true and lawful attorney-in-fact, with full power of substitution and delegation, effective upon the occurrence and during the continuance of an Event of Default, and coupled with an interest, to execute, deliver, acknowledge, file, and record, in the name and on behalf of Pledgor, any and all doc

ARTICLE VI — ADDITIONAL PROVISIONS REGARDING THE COLLATERAL

Section 6.1 — UCC Financing Statements (a) Pledgor hereby authorizes the Administrative Agent to prepare, execute (to the extent permitted without Pledgor's signature under applicable law), and file UCC-1 financing statements, UCC-1 financing statement amendments, and UCC-3 continuation statements in any applicable jurisdiction describing the Collateral, naming Pledgor as debtor and the Administrative Agent as secure

Section 6.2 — Pledgor's Liability Nothing in this Agreement shall be construed to relieve Pledgor from, or in any way limit, modify, or impair, Pledgor's obligations under the Completion Guaranty or the Carry Guaranty/Payment Guaranty delivered in connection with the Credit Agreement, the Environmental Indemnity Agreement, or any other Loan Document to which Pledgor is a party. The Administrative Agent's and the Lend

Section 6.3 — Collateral Relationship to Other Loan Documents This Pledge Agreement is in addition to, and not in substitution for, the other collateral security provided under the Loan Documents, including without limitation: (a) the first-priority Deed of Trust, Assignment of Leases and Rents, and Security Agreement encumbering the Stonebridge Parcel (approximately 62.0 acres, Loudoun County Tax Map Reference /95-4

Section 6.4 — No Assumption of Obligations Neither the Administrative Agent nor any Lender shall have any obligation, duty, or liability, by reason of their security interest in the Pledged Interests or by reason of any exercise of rights or remedies hereunder, to perform or fulfill any of Pledgor's obligations under the Operating Agreement or to make any payment, capital contribution, capital call, advance, or other

ARTICLE VII — TERMINATION AND RELEASE

Section 7.1 — Termination This Agreement and the security interest granted herein shall terminate and be of no further force or effect upon the first date on which all of the following conditions have been satisfied: (a) the indefeasible payment in full, in cash, of all Obligations under the Credit Agreement and all other Loan Documents (including all principal, interest, fees, costs, expenses, indemnification obliga

Section 7.2 — Release of Collateral Upon the termination of this Agreement in accordance with Section 7.1, the Administrative Agent shall, at Pledgor's sole cost and expense, promptly execute and deliver to Pledgor: (a) UCC-3 termination statements with respect to all UCC financing statements filed by or on behalf of the Administrative Agent naming Pledgor as debtor and covering the Collateral; (b) such other instrum

Section 7.3 — Survival The indemnification obligations of Pledgor set forth in Article VIII of this Agreement, and any other obligations expressly stated herein to survive termination, shall survive the termination of this Agreement and the release of the Collateral.

ARTICLE VIII — INDEMNIFICATION

Section 8.1 — Indemnification by Pledgor Pledgor shall indemnify, defend, and hold harmless the Administrative Agent, each Lender, and their respective officers, directors, employees, agents, advisors, representatives, successors, assigns, and affiliates (each, an "Indemnified Party") from and against any and all losses, claims, damages, liabilities, judgments, penalties, fines, costs, and expenses (including without

Section 9.1 — Notices All notices, requests, demands, consents, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given when (a) delivered personally, (b) sent by registered or certified mail, return receipt requested, postage prepaid, (c) sent by nationally recognized overnight courier service, or (d) sent by electronic mail (wit

Section 9.2 — Governing Law This Agreement and the rights and obligations of the parties hereunder shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without giving effect to any choice of law or conflict of law rules or provisions (whether of the Commonwealth of Virginia or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than

Section 9.3 — Jurisdiction and Venue (a) Each of the parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of (i) the Circuit Court of Fairfax County, Virginia, (ii) the courts of the Commonwealth of Virginia located in Loudoun County, Virginia, and (iii) the United States District Court for the Eastern District of Virginia, Alexandria Division, in each case for the purpose of any actio

Section 9.4 — Amendments and Waivers This Agreement may not be amended, modified, supplemented, restated, or waived except by a written instrument duly executed by the Pledgor and the Administrative Agent (the Administrative Agent acting on behalf of the Required Lenders as defined in the Credit Agreement). No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power, or re

Section 9.5 — Successors and Assigns This Agreement shall be binding upon and inure to the benefit of the Pledgor, the Administrative Agent, and the Lenders, and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns. The Administrative Agent may assign, transfer, or delegate its rights, interests, and obligations hereunder, in whole or in part, to any person or en