Contract analysis

ARTICLE I — DEFINITIONS As used in this Deed of Trust, the following terms shall have the meanings set forth below. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Loan Agreement. "Beneficiary" means Pinnacle Federal Savings Bank, a federally chartered savings bank, and its successors and assigns. "Completion Guaranty" means that certain Completion Guaranty dated as of Ma

Section 2.1 — Grant of Lien and Security Interest Grantor does hereby irrevocably GRANT, BARGAIN, SELL, CONVEY, ASSIGN, TRANSFER, MORTGAGE, PLEDGE, SET OVER, and DELIVER unto Trustee, IN TRUST, WITH POWER OF SALE, for the use and benefit of Beneficiary, and does hereby grant to Beneficiary a first-priority lien on and security interest in, all of Grantor's right, title, and interest in and to the following described

Section 2.2 — Purpose of Grant The grant, conveyance, assignment, and transfer made in Section 2.1 are made for the purpose of securing the following (collectively, the "Secured Obligations"): (a) The full and prompt payment by Grantor of all principal in the amount of Forty-Five Million and 00/100 Dollars ($45,000,000.00), and all interest thereon, as and when the same shall become due and payable under the Note and

Section 2.3 — Defeasance Upon the full and final payment and satisfaction of all Obligations, and provided that no further obligation of Beneficiary to advance funds under the Loan Agreement remains outstanding, Beneficiary shall request Trustee to reconvey the Property to Grantor by executing and delivering to Grantor a release or reconveyance of this Deed of Trust in form suitable for recording in the Land Records

ARTICLE III — ASSIGNMENT OF LEASES AND RENTS

Section 3.1 — Absolute Assignment Grantor hereby absolutely and unconditionally assigns, transfers, conveys, and sets over to Beneficiary all of Grantor's right, title, and interest in, to, and under all Leases and all Rents, whether now existing or hereafter arising, as further security for the Obligations. This assignment constitutes a present, absolute, and unconditional assignment, and not merely an assignment fo

Section 3.2 — Revocable License to Collect Rents Notwithstanding the absolute assignment of Leases and Rents contained in Section 3.1, Beneficiary hereby grants to Grantor a revocable license to collect, receive, use, and enjoy the Rents in accordance with the Loan Documents, subject to the terms and conditions of this Deed of Trust. Such license shall be automatically and immediately revoked, without the necessity o

Section 3.3 — Cash Management The Loan Agreement and that certain Cash Management Agreement of even date herewith (the "Cash Management Agreement"), among Grantor, Beneficiary, and the depository bank named therein, establish certain lockbox and cash management procedures governing the collection, deposit, and disbursement of Rents. Without limiting the provisions of the Cash Management Agreement, Grantor acknowledge

Section 3.4 — Restrictions on Leases Grantor shall not, without the prior written consent of Beneficiary (which consent shall not be unreasonably withheld, conditioned, or delayed, except as otherwise provided in the Loan Agreement): (a) Enter into any new lease, sublease, license, or occupancy agreement affecting the Property, or modify, amend, supplement, extend, renew, or terminate any existing Lease in any materi

Section 3.5 — Tenant Notifications Beneficiary may at any time after the occurrence and during the continuance of an Event of Default, without further consent from Grantor, (a) notify any or all tenants and other parties obligated to pay Rents under the Leases of the existence of this assignment and direct such tenants and parties to make all future payments of Rents directly to Beneficiary or its designated agent, (

Section 3.6 — Beneficiary Not a Mortgagee in Possession Neither the assignment contained in this Article III nor the exercise by Beneficiary of any of its rights or remedies hereunder shall be deemed to make Beneficiary a "mortgagee in possession" of the Property or to impose upon Beneficiary any obligation or liability of Grantor as landlord or owner of the Property, including without limitation any obligation to ma

ARTICLE IV — SECURITY AGREEMENT AND FIXTURE FILING

Section 4.1 — Grant of Security Interest As additional security for the Obligations, Grantor hereby grants to Beneficiary a first-priority security interest in and lien upon all Personal Property and Fixtures, whether now owned or hereafter acquired by Grantor, located on, affixed to, or used in connection with the Property, or the ownership, operation, management, leasing, or maintenance thereof. Without limiting th

Section 4.2 — Fixture Filing This instrument constitutes a fixture filing within the meaning of Virginia Code § 8.9A-502 with respect to all goods that are or may become Fixtures as described herein. For purposes of this fixture filing, the following information is provided: Name and address of Debtor (Grantor): Ironhaven Loudoun Edge LLC c/o Ironhaven Data Centers LLC 1900 Dominion Tower, Suite 400 Tysons Corner, Vi

Section 4.3 — UCC Financing Statements Grantor hereby authorizes Beneficiary, without any further action or consent by Grantor, to file one or more UCC-1 financing statements (and any amendments or continuations thereof) with the Virginia State Corporation Commission and any other appropriate filing office or recording office, describing the collateral subject to this security agreement, in such form as Beneficiary m

Section 4.4 — Proceeds The security interest granted hereunder extends to and covers all proceeds, products, offspring, accessions, replacements, substitutions, additions, and returns of, and to, the Personal Property, Fixtures, and all other collateral described in this Article IV, in whatever form, including without limitation cash proceeds, non-cash proceeds, insurance proceeds, condemnation awards, and any other

ARTICLE V — REPRESENTATIONS AND WARRANTIES OF GRANTOR Grantor hereby represents and warrants to Beneficiary and Trustee, as of the date hereof and as of each date on which any advance is made under the Loan Agreement, as follows:

Section 5.1 — Title Grantor holds good, marketable, and insurable fee simple title to the Land and the Improvements, subject only to the Permitted Exceptions as set forth in Exhibit B attached hereto. The Property is free and clear of all liens, claims, encumbrances, mortgages, deeds of trust, security interests, easements, restrictions, and other matters affecting title, other than (a) the Permitted Exceptions and (

Section 5.2 — Organization and Authority Grantor is a limited liability company duly organized, validly existing, and in good standing under the laws of the Commonwealth of Virginia, with Virginia State Corporation Commission Entity ID S9103284. The sole member of Grantor is Ironhaven Data Centers LLC, a Virginia limited liability company (VA SCC Entity ID: S7842196), which is in turn approximately eighty-two percent

Section 5.3 — No Conflicts The execution, delivery, and performance by Grantor of this Deed of Trust and the other Loan Documents to which Grantor is a party do not and will not (a) violate or conflict with the certificate of formation, operating agreement, or other organizational documents of Grantor, (b) violate or conflict with any law, statute, regulation, order, judgment, writ, injunction, or decree of any gover

Section 5.4 — Compliance with Laws The Property, and Grantor's ownership, use, and operation thereof, comply in all material respects with all applicable federal, state, and local laws, ordinances, rules, regulations, codes, and orders, including without limitation all building codes, fire codes, zoning ordinances, and environmental laws. Without limiting the foregoing: (a) The Property is currently zoned PD-IP (Plan

Section 5.5 — Environmental To the best of Grantor's knowledge, no Hazardous Substances (as defined in the Loan Agreement) have been used, generated, manufactured, stored, treated, released, discharged, or disposed of on, under, in, or about the Property, except in compliance with all applicable Environmental Laws (as defined in the Loan Agreement). Grantor has delivered to Beneficiary a copy of that certain Phase I

Section 5.6 — Leases True, correct, and complete copies of all existing Leases (including all amendments, supplements, and side letters thereto) have been delivered to Beneficiary. Each such Lease is in full force and effect and has not been further amended, modified, or supplemented except as disclosed to Beneficiary in writing. No default or event of default exists under any Lease on the part of Grantor (as landlor

Section 5.7 — Taxes and Assessments All real property taxes, assessments, water and sewer charges, and other governmental charges and impositions currently due and payable with respect to the Property have been paid in full. No special assessments are currently pending or, to Grantor's knowledge, threatened against the Property.

Section 5.8 — Insurance Grantor maintains all insurance coverages required under the Loan Agreement, including without limitation builder's risk insurance issued by Atlas Property & Casualty Insurance Company under Policy No. BRA-2024-00417, providing replacement cost coverage in the amount of not less than Forty-Eight Million and 00/100 Dollars ($48,000,000.00), with Beneficiary named as loss payee and additional in

Section 5.9 — Appraisal The as-stabilized appraised value of the Property is Seventy-Four Million Five Hundred Thousand and 00/100 Dollars ($74,500,000.00), as set forth in the appraisal report dated February 12, 2024, prepared by Graystone Appraisal Group LLC, a copy of which has been delivered to Beneficiary. Such appraisal was prepared in compliance with the Uniform Standards of Professional Appraisal Practice ("U

Section 5.10 — Separateness Grantor is a single-purpose entity and has at all times since its formation complied with all separateness covenants and requirements set forth in its operating agreement and in the Loan Agreement. Without limiting the foregoing, Grantor (a) has not engaged in any business or activity other than the ownership, development, construction, operation, leasing, and maintenance of the Property,

ARTICLE VI — COVENANTS OF GRANTOR Grantor hereby covenants and agrees with Beneficiary and Trustee as follows:

Section 6.1 — Payment of Obligations Grantor shall punctually pay or cause to be paid all amounts due and payable under the Note, this Deed of Trust, the Loan Agreement, and each of the other Loan Documents, at the times and in the manner specified therein, including without limitation: (a) All principal in the aggregate amount of Forty-Five Million and 00/100 Dollars ($45,000,000.00), together with all accrued and u

Section 6.2 — Maintenance and Repair Grantor shall, at its sole cost and expense, maintain and keep the Property, including all Improvements and Fixtures, in good order, condition, and repair, and in a tenantable and fully operational condition consistent with prudent industry practices for comparable data center facilities. Grantor shall not commit or permit any waste upon or about the Property, and shall not do or

Section 6.3 — Insurance Covenants Grantor shall maintain at all times, at its sole cost and expense, insurance coverages in the types, amounts, and with the carriers required under the Loan Agreement, including without limitation: (a) During the construction period, builder's risk insurance on an "all-risk" or "special form" basis, covering the full replacement cost of the Improvements under construction. As of the d

Section 6.4 — Taxes and Assessments Grantor shall pay, or cause to be paid, before the same become delinquent, all real property taxes, general and special assessments, water and sewer charges, and all other governmental charges, impositions, and levies of every kind and nature that may be assessed, levied, or imposed against the Property, or any part thereof. Grantor shall deliver to Beneficiary, promptly upon reque

Section 6.5 — Protection of Beneficiary's Security Grantor shall not, without the prior written consent of Beneficiary: (a) Create, incur, assume, or permit to exist any lien, mortgage, deed of trust, security interest, encumbrance, or other charge upon the Property or any part thereof, other than Permitted Exceptions and the lien and security interest of this Deed of Trust; (b) Sell, transfer, convey, assign, or oth

Section 6.6 — Compliance with Loan Documents Grantor shall faithfully and punctually comply with and perform all terms, covenants, conditions, agreements, and provisions contained in the Loan Agreement and each of the other Loan Documents to which Grantor is a party, and shall cause each guarantor, indemnitor, and other party to the Loan Documents to comply with and perform their respective obligations thereunder.

Section 6.7 — Construction Covenants Grantor shall cause construction of the Improvements to be prosecuted diligently and continuously, and to be completed in a good and workmanlike manner, in substantial accordance with (a) the plans and specifications approved by Beneficiary, (b) the terms and conditions of the Guaranteed Maximum Price Construction Contract with Marlowe Asset Management-Pacific Construction, Inc. (

Section 6.8 — Leasing Covenants Grantor shall comply with all restrictions on Leases set forth in Section 3.4 of this Deed of Trust and the applicable provisions of the Loan Agreement. Grantor shall use commercially reasonable efforts to lease the remaining available space within the Improvements, which as of the date hereof consists of approximately 14,000 square feet (representing approximately 26.9% of the total 5

Section 6.9 — Financial Covenants (Post-Conversion) Following the Conversion, Grantor shall comply with all financial covenants set forth in the Loan Agreement, including without limitation: (a) A minimum debt service coverage ratio of 1.30 to 1.00 (1.30x), tested quarterly on a trailing twelve-month basis; (b) A maximum loan-to-value ratio of 70%, tested annually based on an updated appraisal obtained at Beneficiary

Section 6.10 — SPE Covenants Grantor shall at all times maintain its status as a single-purpose, bankruptcy-remote entity in accordance with its operating agreement and the Loan Agreement. Without limiting the foregoing, Grantor shall: (a) Not engage in any business or activity other than the ownership, development, construction, operation, leasing, maintenance, and management of the Property and activities incidenta

Section 6.11 — Environmental Covenants Grantor shall not cause or permit any Hazardous Substances (as defined in the Loan Agreement) to be used, generated, manufactured, stored, treated, released, discharged, or disposed of on, under, in, or about the Property, or transported to or from the Property, in violation of any applicable Environmental Law (as defined in the Loan Agreement). Grantor shall promptly notify Ben

Section 6.12 — Further Assurances Grantor shall, at its sole cost and expense, execute and deliver to Beneficiary such further documents, instruments, and agreements, and take such further actions, as Beneficiary may from time to time reasonably request, in order to (a) carry out more effectively the purposes of this Deed of Trust and the other Loan Documents, (b) perfect, protect, maintain, and enforce the first-pri

ARTICLE VII — CASUALTY AND CONDEMNATION

Section 7.1 — Casualty In the event of any damage to or destruction of the Property or any part thereof, by fire, flood, wind, or any other cause or casualty, Grantor shall: (a) Promptly give written notice thereof to Beneficiary, describing the nature and extent of such damage or destruction in reasonable detail; (b) Promptly commence and diligently pursue the repair, restoration, or rebuilding of the Property to su

Section 7.2 — Condemnation Grantor shall promptly notify Beneficiary in writing of any condemnation, taking, or threatened condemnation or taking of the Property or any part thereof by any governmental authority or other entity having the power of eminent domain. Grantor hereby irrevocably assigns to Beneficiary all condemnation awards, damages, proceeds, and other compensation payable in connection with any condemna

Section 7.3 — Application of Proceeds All insurance proceeds and condemnation awards received by Beneficiary in connection with any casualty or condemnation affecting the Property may, in Beneficiary's sole discretion (subject to the applicable provisions of the Loan Agreement), be applied either (a) to the restoration, repair, or rebuilding of the Property, subject to the conditions and disbursement procedures set f

ARTICLE VIII — EVENTS OF DEFAULT

Section 8.1 — Events of Default Each of the following shall constitute an "Event of Default" under this Deed of Trust (after giving effect to any applicable notice and cure periods expressly provided in the Loan Agreement or herein): (a) Monetary Default. Failure by Grantor to pay any amount of principal, interest, fees, or any other sum when due and payable under the Note, this Deed of Trust, or any other Loan Docum