1043-00001 · Ironhaven Holdings · Sanctions & KYC

lender-kyc-ofac-certificate-form.docx DOCUMENT Finance & Banking

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FORM OF LENDER KYC / OFAC COMPLIANCE CERTIFICATE

Exhibit F to the Credit Agreement

CUSIP: [__]

Delivered pursuant to Section 9.14 of the Credit Agreement, dated as of May 15, 2024 (as amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"), among Ironhaven Data Centers LLC, a Delaware limited liability company (the "Borrower"), Ironhaven Frankfurt GmbH, a German Gesellschaft mit beschränkter Haftung (the "Co-Borrower"), Ironhaven Holdings Inc., a Delaware corporation (the "Parent Guarantor"), Crescent Harbor Bank, N.A., as Administrative Agent (in such capacity, together with its successors and assigns in such capacity, the "Administrative Agent"), Pinnacle Trust Company, N.A., as Collateral Agent (in such capacity, together with its successors and assigns in such capacity, the "Collateral Agent"), and the Lenders from time to time party thereto.

[This certificate is to be executed and delivered by each Lender (or assignee) (i) on or prior to the Closing Date, (ii) on the date of any Assignment and Assumption Agreement, or (iii) upon the reasonable request of the Administrative Agent or the Borrower.]

SECTION 1: DEFINITIONS AND INTERPRETIVE PROVISIONS

1.1 Credit Agreement Definitions. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. The rules of interpretation set forth in Section 1.02 of the Credit Agreement shall apply mutatis mutandis to this Certificate.

1.2 Additional Definitions. As used in this Certificate, the following terms shall have the meanings set forth below, to the extent not already defined in the Credit Agreement:

(a) "Anti-Money Laundering Laws" means, collectively, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. No. 107-56, as amended, the "USA PATRIOT Act"), the Bank Secrecy Act (31 U.S.C. §§ 5311–5332 and 12 U.S.C. §§ 1818(s), 1829b, and 1951–1959, as amended), the Currency and Foreign Transactions Reporting Act, the German Anti-Money Laundering Act (Geldwäschegesetz, "GwG"), Directive (EU) 2015/849 (the Fourth Anti-Money Laundering Directive, as amended by Directive (EU) 2018/843, the Fifth Anti-Money Laundering Directive), the UK Proceeds of Crime Act 2002, the UK Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (as amended), and any other applicable anti-money laundering statutes, rules, regulations, and guidance of any Governmental Authority having jurisdiction over the undersigned Lender.

(b) "Beneficial Owner" means, with respect to the undersigned Lender, each Person who directly or indirectly owns more than 25% of the equity interests in, or otherwise Controls, the undersigned Lender, determined in accordance with the requirements of 31 C.F.R. § 1010.230 (the "CDD Rule") and, to the extent applicable, the German Transparenzregister requirements under the GwG. For the avoidance of doubt, with respect to any Lender that is a legal entity, "Beneficial Owner" includes each natural person who, whether acting alone or together with others, (i) exercises ultimate effective control over the undersigned Lender, whether through ownership of voting rights, agreement, or other means, or (ii) on whose behalf a transaction or activity is being conducted.

(c) "Sanctioned Country" means any country, territory, or region that is, or whose government is, the subject of comprehensive Sanctions broadly prohibiting dealings with such country, territory, or region, which as of the date hereof include Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, the so-called Donetsk People's Republic, and the so-called Luhansk People's Republic (each as may be updated or amended by the applicable sanctions authority from time to time).

(d) "Sanctioned Person" means any Person that is: (i) listed on OFAC's Specially Designated Nationals and blocked Persons List (the "SDN List"), the Sectoral Sanctions Identifications List (the "SSI List"), the Non-SDN Menu-Based Sanctions List, the Foreign Sanctions Evaders List, the Non-SDN Palestinian Legislative Council List, or any other OFAC sanctions list; (ii) listed on the EU Consolidated List of Persons, Groups, and Entities Subject to EU Financial Sanctions maintained pursuant to Council Regulation (EU) No 269/2014, Council Regulation (EC) No 881/2002, or any other applicable EU sanctions regulation; (iii) listed on the UK Office of Financial Sanctions Implementation ("OFSI") Consolidated List of Financial Sanctions Targets; (iv) listed on the BaFin sanctions list or any list maintained under the GwG; (v) located, organized, or resident in a Sanctioned Country; or (vi) 50% or more owned, directly or indirectly, or controlled by, any Person or Persons described in clauses (i) through (v) above (applying the OFAC "50 Percent Rule" set forth in OFAC's Revised Guidance on Entities Owned by Persons Whose Property and Interests in Property Are blocked, dated August 13, 2014, and any successor guidance).

(e) "Sanctions" means all economic or financial sanctions or trade embargoes imposed, administered, or enforced from time to time by (i) the Office of Foreign Assets Control of the U.S. Department of the Treasury ("OFAC"), (ii) the U.S. Department of State, (iii) the U.S. Department of Commerce (Bureau of Industry and Security), (iv) the United Nations Security Council, (v) the European Union (including as implemented by any EU Member State), (vi) His Majesty's Treasury of the United Kingdom (including OFSI), (vii) the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, "BaFin"), or (viii) any other relevant Governmental Authority having jurisdiction over any Loan Party, any Lender, or the transactions contemplated by the Credit Agreement.

1.3 Interpretive Provisions. References in this Certificate to "Sections" are to sections of this Certificate unless otherwise specified. The words "hereof," "herein," "hereunder," and words of similar import when used in this Certificate refer to this Certificate as a whole and not to any particular provision hereof. The use of the word "including" herein shall mean "including, without limitation."

SECTION 2: IDENTIFICATION OF THE LENDER

The undersigned Lender hereby provides the following identifying information:

SECTION 3: REPRESENTATIONS AND WARRANTIES REGARDING SANCTIONS COMPLIANCE

[Each of the following representations and warranties is made as of the date hereof and, if this certificate is delivered on the Closing Date, shall be deemed repeated as of the Closing Date (June 3, 2024). Each representation and warranty shall be deemed repeated on the date of each borrowing under the Credit Agreement, unless the undersigned Lender shall have delivered a written notice to the contrary to the Administrative Agent prior to such date.]

3.1 OFAC Compliance

The undersigned Lender hereby represents and warrants to the Administrative Agent, the Borrower, the Co-Borrower, the Parent Guarantor, and the Collateral Agent as follows:

(a) Neither the undersigned Lender nor any of its Beneficial Owners is a Sanctioned Person or is listed on the SDN List, the SSI List, the Non-SDN Menu-Based Sanctions List, the Foreign Sanctions Evaders List, or any other list of sanctioned or blocked persons maintained by OFAC.

(b) The undersigned Lender is not located, organized, or resident in a Sanctioned Country. No branch, office, or affiliate of the undersigned Lender through which any Commitment or Loan will be made, funded, or booked is located in a Sanctioned Country.

(c) The undersigned Lender is not acting directly or indirectly on behalf of, or for the benefit of, any Sanctioned Person in connection with the Credit Agreement or any transaction contemplated thereunder. The undersigned Lender has not entered into, and will not enter into, any arrangement or understanding pursuant to which any Sanctioned Person would acquire a direct or indirect interest in any Commitment or Loan.

(d) No proceeds of any Loan advanced to the Borrower or the Co-Borrower will be used by the undersigned Lender, directly or indirectly, to fund or facilitate any transaction or activity with or involving any Sanctioned Person or any Sanctioned Country, in each case to the extent that such use would violate any applicable Sanctions. The undersigned Lender will not, directly or indirectly, use, lend, contribute, or otherwise make available any funds derived from its Commitment or participation in the Loans to any Person for the purpose of financing the activities or business of any Sanctioned Person or in any Sanctioned Country in violation of Sanctions.

3.2 EU Sanctions Compliance

The undersigned Lender hereby represents and warrants to the Administrative Agent, the Borrower, the Co-Borrower, the Parent Guarantor, and the Collateral Agent as follows:

(a) Neither the undersigned Lender nor any of its Beneficial Owners is listed on the EU Consolidated List of Persons, Groups, and Entities Subject to EU Financial Sanctions, including pursuant to Council Regulation (EU) No 269/2014, Council Regulation (EC) No 881/2002, Council Regulation (EC) No 753/2011, or any other applicable EU sanctions regulation. The undersigned Lender is not an entity owned or controlled (within the meaning of the relevant EU sanctions regulations and applicable guidance issued by the European Commission) by any Person so listed.

(b) The undersigned Lender is not otherwise the target of any EU sanctions measure that would prohibit or restrict the making, funding, or maintenance of any Commitment or Loan, or the performance of any obligation, under the Credit Agreement. No transaction contemplated by the Credit Agreement, including any disbursement, payment, or transfer of funds to or from the Co-Borrower's accounts maintained with any EU-regulated financial institution, will be prohibited or restricted as a result of EU Sanctions applicable to the undersigned Lender or any of its Beneficial Owners.

[This Section 3.2 is particularly relevant for Lenders participating in the EUR Sub-Tranche and/or having a nexus to the Frankfurt campus of IHDC Frankfurt. Lenders participating solely in the USD Tranche with no EU nexus should nonetheless complete this Section 3.2 if any of their Beneficial Owners are EU persons or EU-organized entities.]

3.3 UK / OFSI Sanctions Compliance

The undersigned Lender hereby represents and warrants to the Administrative Agent, the Borrower, the Co-Borrower, the Parent Guarantor, and the Collateral Agent as follows:

(a) Neither the undersigned Lender nor any of its directors, officers, or Beneficial Owners who are "relevant persons" within the meaning of UK sanctions legislation (including the Sanctions and Anti-Money Laundering Act 2018 and any statutory instruments made thereunder) is listed on the OFSI Consolidated List of Financial Sanctions Targets. For purposes of this representation, a "relevant person" includes any individual who is a UK national, an individual who is located in the United Kingdom, and any entity incorporated or constituted under the laws of the United Kingdom or any British Overseas Territory (including Bermuda, the British Virgin Islands, the Cayman Islands, Gibraltar, and the Turks and Caicos Islands) or any Crown Dependency (including Jersey, Guernsey, and the Isle of Man).

(b) The undersigned Lender has not engaged, and will not engage, in any transaction in connection with the Credit Agreement that would cause any Loan Party, the Administrative Agent, the Collateral Agent, or any other Secured Party to violate any UK financial sanctions. The undersigned Lender has implemented reasonable policies and procedures designed to ensure ongoing compliance with applicable UK sanctions requirements.

[This Section 3.3 is particularly relevant for Lenders organized in the UK, any British Overseas Territory (including Bermuda), or Crown Dependency, or that have directors, officers, or key personnel who are UK persons. Lenders that do not have any UK nexus should nonetheless complete this Section 3.3 to confirm no applicable UK sanctions exposure.]

3.4 BaFin / GwG Compliance

The undersigned Lender hereby represents and warrants to the Administrative Agent, the Borrower, the Co-Borrower, the Parent Guarantor, and the Collateral Agent as follows:

(a) The undersigned Lender is in compliance in all material respects with all applicable requirements of the German Anti-Money Laundering Act (Geldwäschegesetz, GwG), including the enhanced due diligence requirements set forth in §§ 15–17 GwG, to the extent applicable to it by reason of its jurisdiction of organization, its regulatory status, or its participation in the EUR Sub-Tranche or any other transaction involving the Co-Borrower or any assets located in the Federal Republic of Germany.

(b) The undersigned Lender has made all required filings with the German Transparenzregister or equivalent beneficial ownership register in its jurisdiction of organization, and all information contained in such filings is accurate and complete in all material respects as of the date hereof. To the extent that the undersigned Lender is not required to make such filings (whether because it is not organized in Germany, is exempt from such requirements, or otherwise), it has confirmed that equivalent beneficial ownership information has been filed with the applicable register in its jurisdiction of organization (if any such register exists).

[This Section 3.4 applies to Lenders participating in the EUR Sub-Tranche and Lenders that are credit institutions regulated by BaFin. All other Lenders should complete this Section 3.4 to the extent applicable and, if no provisions of the GwG apply, so state in the margin or in a supplemental note.]

3.5 General Sanctions Representation

The undersigned Lender represents and warrants that it is in compliance in all material respects with all applicable Sanctions, including those administered or enforced by OFAC, the U.S. Department of State, the United Nations Security Council, the European Union, OFSI, and BaFin. No action, suit, proceeding, or investigation by any Governmental Authority or sanctions authority with respect to Sanctions or Anti-Money Laundering Laws is pending or, to the knowledge of the undersigned Lender (after due inquiry), threatened against the undersigned Lender, any of its Beneficial Owners, or any of its Affiliates. The undersigned Lender has not received any written notice, citation, directive, or letter from any Governmental Authority alleging that the undersigned Lender has violated or failed to comply with any applicable Sanctions or Anti-Money Laundering Laws.

SECTION 4: REPRESENTATIONS AND WARRANTIES REGARDING ANTI-MONEY LAUNDERING COMPLIANCE

4.1 AML Program

The undersigned Lender represents and warrants that it has established and maintains an anti-money laundering compliance program (including internal policies, procedures, and controls) that complies in all material respects with all applicable Anti-Money Laundering Laws, including the USA PATRIOT Act (including the customer identification program requirements of Section 326 thereof), the Bank Secrecy Act (including the suspicious activity reporting and currency transaction reporting requirements thereunder), and, to the extent applicable, the GwG (including the risk-based due diligence requirements set forth therein). Such anti-money laundering compliance program includes, without limitation: (a) the designation of a compliance officer responsible for day-to-day oversight of anti-money laundering compliance; (b) written internal policies and procedures reasonably designed to detect and report suspicious transactions; (c) an ongoing employee training program; and (d) an independent audit function to test the effectiveness of the program.

4.2 Customer Identification / Know-Your-Customer

The undersigned Lender represents and warrants that it has conducted, or caused to be conducted, customer identification and know-your-customer procedures with respect to itself and each of its Beneficial Owners in accordance with all applicable Anti-Money Laundering Laws, including the CDD Rule. Such procedures have included, at a minimum: (a) the collection and verification of the legal name, date of birth (for natural persons), address, and identification number (such as taxpayer identification number, passport number, or equivalent) of each Beneficial Owner; (b) the screening of each Beneficial Owner against applicable sanctions lists (as further described in Section 5.3 below); and (c) the assessment of the risk profile of the undersigned Lender and its Beneficial Owners in accordance with the undersigned Lender's internal risk-rating methodology.

4.3 No Money Laundering

The undersigned Lender represents and warrants that no part of the funds used by it to acquire its Commitment or fund any Loan, or that will be used by it to make any payment or perform any obligation under the Credit Agreement, constitutes or will constitute the proceeds of any unlawful activity, including money laundering, under any applicable Anti-Money Laundering Law or other applicable law, rule, or regulation. The undersigned Lender further represents that no funds advanced or to be advanced by it in connection with the Credit Agreement have been or will be derived, directly or indirectly, from any activity that would constitute a violation of any Anti-Money Laundering Law or any Sanctions.

SECTION 5: BENEFICIAL OWNERSHIP DISCLOSURE

[Complete the following schedules identifying each Beneficial Owner (i.e., each Person who directly or indirectly owns more than 25% of the equity interests in, or otherwise Controls, the undersigned Lender). If no Person meets this threshold, so indicate by checking the applicable box below. For upstream fund investors holding more than 10% economic interest in the Lender entity, complete the supplemental schedule in Section 5.2 below, as required by the OFAC screening provisions of the Credit Agreement. All information provided below will be treated as confidential by the Administrative Agent and the Borrower in accordance with Section 9.08 of the Credit Agreement.]

5.1 Beneficial Owners (>25% Ownership or Control)

No Person directly or indirectly owns more than 25% of the equity interests in, or otherwise Controls, the undersigned Lender.

5.2 upstream Fund Investors (>10% Economic Interest)

The undersigned Lender is not a fund vehicle, CLO, or similar pooled investment entity, and this Section 5.2 is not applicable.

No upstream fund investor holds more than 10% economic interest in the undersigned Lender.

[If the undersigned Lender is a subsidiary of a Cayman-domiciled CLO vehicle or similar structure, identify the CLO manager and any investor(s) holding more than 10% of the economic interest in the CLO. Attach additional pages if necessary.]

5.3 Confirmation of Screening

The undersigned Lender confirms that it has screened (or caused to be screened) each Beneficial Owner identified in Section 5.1 and each upstream fund investor identified in Section 5.2 against the following sanctions lists:

(a) the OFAC SDN List and SSI List (and, to the extent available through the same screening process, the Non-SDN Menu-Based Sanctions List, the Foreign Sanctions Evaders List, and other consolidated OFAC lists);

(b) the EU Consolidated List of Persons, Groups, and Entities Subject to EU Financial Sanctions;

(d) any other applicable sanctions list, including the BaFin/GwG lists (to the extent applicable) and the United Nations Security Council Consolidated List.

The undersigned Lender confirms that, based on such screening, no Beneficial Owner identified in Section 5.1 and no upstream fund investor identified in Section 5.2 is a Sanctioned Person. The detailed results of such screening are set forth in Annex A attached hereto.

SECTION 6: COVENANTS

6.1 Ongoing Compliance

The undersigned Lender hereby covenants and agrees that, for so long as it holds any Commitment or Loan (or any participation therein) under the Credit Agreement, it shall maintain compliance in all material respects with all applicable Sanctions and Anti-Money Laundering Laws. The undersigned Lender shall maintain its anti-money laundering compliance program and sanctions screening procedures in a manner consistent with the representations set forth in Sections 3 and 4 of this Certificate and shall conduct periodic re-screening of its Beneficial Owners and upstream fund investors against applicable sanctions lists at intervals consistent with its internal compliance policies (and in any event not less frequently than annually).

6.2 Notification of Changes

The undersigned Lender hereby covenants and agrees that it shall promptly (and in any event within five (5) Business Days) notify the Administrative Agent and the Borrower in writing if:

(a) any representation or warranty made by the undersigned Lender in this Certificate becomes untrue or inaccurate in any material respect at any time after the date hereof;

(b) any Beneficial Owner or upstream fund investor identified in Section 5.1 or Section 5.2, or any other Person who becomes a Beneficial Owner or upstream fund investor after the date hereof, becomes a Sanctioned Person or becomes the subject of any action, investigation, or proceeding by any Governmental Authority relating to Sanctions or Anti-Money Laundering Laws;

(c) the undersigned Lender becomes aware of any investigation, proceeding, enforcement action, civil penalty, or criminal proceeding by any sanctions authority, anti-money laundering authority, or other Governmental Authority relating to the undersigned Lender, any of its Beneficial Owners, or any of its Affiliates in connection with any alleged violation of Sanctions or Anti-Money Laundering Laws; or

(d) there is any material change in the beneficial ownership or control of the undersigned Lender (including any change that results in a new Person owning more than 25% of the equity interests in, or otherwise Controlling, the undersigned Lender).

6.3 Updated Certifications

The undersigned Lender hereby covenants and agrees that it shall deliver an updated certificate in substantially the form of this Certificate (together with updated Annexes A and B, as applicable) upon the reasonable request of the Administrative Agent or the Borrower, and in any event:

(a) upon any assignment or transfer of all or any portion of its Commitment or Loans pursuant to Section 9.05 of the Credit Agreement (in which case the assignee Lender shall deliver a new certificate);

(b) upon any material change in the beneficial ownership or control of the undersigned Lender;

(c) upon designation by OFAC, the European Union, OFSI, or any other applicable sanctions authority of any country, territory, entity, or individual as a new Sanctioned Country or Sanctioned Person, to the extent such designation could reasonably be expected to affect the accuracy of the representations made herein; and

(d) annually, on or before the anniversary of the Closing Date, if requested by the Administrative Agent.

SECTION 7: SUPPORTING DOCUMENTATION

[Attach or deliver the following documents together with this Certificate, to the extent not previously delivered to the Administrative Agent. Check the applicable boxes to indicate which documents are being delivered herewith or have been previously delivered.]

Certified copy of certificate of formation, certificate of incorporation, certificate of organization, or equivalent organizational document of the undersigned Lender, as filed with the applicable Governmental Authority in its jurisdiction of organization.

Certified copy of the current organizational documents of the undersigned Lender (including, as applicable, operating agreement, limited liability company agreement, bylaws, articles of association, partnership agreement, or equivalent), certified by an authorized officer or secretary of the undersigned Lender as being true, correct, and complete as of the date hereof.

Certificate of good standing, certificate of existence, or equivalent certificate issued by the applicable Governmental Authority in the undersigned Lender's jurisdiction of organization, dated not earlier than thirty (30) days prior to the date hereof.

Copies of government-issued identification for each Beneficial Owner identified in Section 5.1 (passport, national identity card, or equivalent), together with any additional documentation required under the CDD Rule.

Beneficial ownership register extract or equivalent filing confirmation, including (as applicable): German Transparenzregister extract, UK Companies House confirmation statement, or CDD Rule certification (FinCEN Beneficial Ownership Information Report or equivalent).

Evidence of regulatory status, including (as applicable): BaFin license or registration confirmation, OCC national bank charter, state banking department license, FCA authorization, or equivalent regulatory authorization from the applicable financial regulatory authority.

IRS Form W-9 (if the undersigned Lender is a United States person within the meaning of Section 7701(a)(30) of the Internal Revenue Code) or IRS Form W-8BEN-E (if the undersigned Lender is not a United States person), as applicable, properly completed and executed.

Such other documents, certifications, or information as the Administrative Agent or the Borrower may reasonably request in connection with applicable Sanctions, Anti-Money Laundering Laws, or "know-your-customer" requirements.

SECTION 8: INDEMNIFICATION

The undersigned Lender hereby agrees to indemnify and hold harmless each of the Borrower, the Co-Borrower, the Parent Guarantor, the Administrative Agent, and the Collateral Agent, and each of their respective Affiliates, directors, officers, employees, agents, advisors, and representatives (each, an "Indemnified Person"), from and against any and all losses, claims, damages, liabilities, costs, and expenses (including reasonable and documented out-of-pocket fees and expenses of counsel) arising out of, resulting from, or relating to (a) any breach of, or any inaccuracy in, any of the representations or warranties made by the undersigned Lender in this Certificate, (b) any breach of any covenant made by the undersigned Lender in this Certificate, or (c) any claim, action, suit, investigation, or proceeding brought by any Governmental Authority or third party against any Indemnified Person to the extent arising from or relating to any such breach or inaccuracy.

The indemnification obligations of the undersigned Lender under this Section 8 shall survive the termination of the Credit Agreement, the repayment of all Loans, and the termination of all Commitments thereunder.

[Note: For Lenders delivering enhanced representations under a separate side letter (e.g., Lenders organized in British Overseas Territories with UK-person nexus), the indemnification provisions of such side letter shall supplement, and not replace, this Section 8. In the event of any conflict between the indemnification provisions of such side letter and this Section 8, the more protective provision (from the perspective of the Indemnified Persons) shall control.]

SECTION 9: MISCELLANEOUS PROVISIONS

9.1 Governing Law

This Certificate, and any claim, controversy, dispute, or cause of action (whether in contract, tort, or otherwise) based upon, arising out of, or relating to this Certificate, shall be governed by, and construed in accordance with, the laws of the State of New York without regard to conflicts of law principles that would result in the application of any law other than the law of the State of New York. The undersigned Lender hereby submits to the exclusive jurisdiction of the courts of the State of New York sitting in the Borough of Manhattan of the City of New York and the United States District Court for the Southern District of New York, in each case for purposes of all legal proceedings arising out of or relating to this Certificate.

9.2 Delivery. This Certificate shall be delivered (together with all supporting documentation, schedules, and annexes attached hereto) to the following:

(a) Administrative Agent:

Crescent Harbor Bank, N.A.

Attention: Loan Operations & Agency Services

Address: 600 Crescent Harbor Plaza, 22nd Floor, New York, New York 10005

Email: loanops@crescentharbor.com

(b) Borrower (with a copy to):

Ironhaven Data Centers LLC

Attention: General Counsel

Address: 1200 Ironhaven Campus Drive, Suite 800, Ashburn, Virginia 20147

Email: legalnotices@ironhaven.com

Blackthorn & Sundial Software

Attention: Credit Finance Group

Address: 1700 Pennsylvania Avenue NW, Suite 600, Washington, D.C. 20006

Email: creditfinance@blackthornsage.com

Delivery of this Certificate may be made by email transmission of a PDF copy, with an original to follow by overnight courier. A Certificate so transmitted by email shall be deemed delivered upon receipt by the applicable recipient, provided that an original executed counterpart is delivered within five (5) Business Days thereafter.

9.3 Amendment. This Certificate may not be amended, modified, supplemented, or waived except by a written instrument signed by the undersigned Lender, the Administrative Agent, and the Borrower. No failure or delay by any party in exercising any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof.

9.4 Integration with Credit Agreement

This Certificate is delivered pursuant to, and is subject to, the terms and conditions of the Credit Agreement. This Certificate is intended to supplement, and not to supersede or replace, the representations, warranties, covenants, and other provisions of the Credit Agreement. In the event of any conflict or inconsistency between the terms of this Certificate and the terms of the Credit Agreement, the terms of the Credit Agreement shall control. Nothing in this Certificate shall be construed to limit, waive, or otherwise affect any right, remedy, or obligation of any party under the Credit Agreement or any other Loan Document.

[SIGNATURE PAGE FOLLOWS]

[Signature to be executed by an authorized officer of the Lender. If the Lender is a partnership or fund vehicle, the general partner or managing member should execute on behalf of the Lender. Specify capacity.]

IN WITNESS WHEREOF, the undersigned Lender has caused this KYC / OFAC Compliance Certificate to be executed and delivered by its duly authorized officer as of the date set forth below.

________________________________________

[NAME OF LENDER]

By: ________

Name: ________

Title: ________

Date: ________

If executed by a general partner, managing member, or equivalent on behalf of the Lender, complete the following:

________________________________________

[NAME OF GENERAL PARTNER / MANAGING MEMBER] acting on behalf of [NAME OF LENDER]

By: ________

Name: ________

Title: ________

Date: ________

Capacity: ________

ANNEX A

FORM OF SANCTIONS SCREENING CONFIRMATION

[To be completed by the compliance officer, designated AML/sanctions officer, or outside counsel of the undersigned Lender. This Annex A should summarize the results of the sanctions screening conducted with respect to the undersigned Lender and each of its Beneficial Owners and upstream fund investors identified in Sections 5.1 and 5.2 of the Certificate.]

Certification: I, the undersigned, confirm that the above screening was conducted with respect to the Lender, each of its Beneficial Owners (as identified in Section 5.1 of the Certificate), and each upstream fund investor (as identified in Section 5.2 of the Certificate), and that no unresolved matches were identified. To the extent any potential matches were identified during the screening process, such matches were investigated and resolved as "false positive" matches, and the basis for such resolution is documented in the compliance files of the Lender.

Name: ________

Title: ________

Organization: ________

Date: ________

ANNEX B

SUPPLEMENTAL QUESTIONNAIRE FOR NON-US LENDERS AND FUND VEHICLES

[To be completed by (i) any Lender organized outside the United States, (ii) any Lender that is a fund vehicle, CLO, or similar pooled investment entity, or (iii) any Lender organized in a British Overseas Territory (including Bermuda, the British Virgin Islands, the Cayman Islands, Gibraltar, and the Turks and Caicos Islands) or Crown Dependency (including Jersey, Guernsey, and the Isle of Man). If none of the foregoing categories applies to the undersigned Lender, mark "N/A" in the space provided below and sign at the bottom of this Annex B.]

Not Applicable. The undersigned Lender confirms that none of the categories described above applies, and this Annex B is being submitted as "N/A."

If applicable, please respond to each of the following questions:

1. Is the Lender organized in or a tax resident of a jurisdiction outside the United States? If yes, identify the jurisdiction(s):

Response: ________

2. Is the Lender regulated by a non-US financial regulatory authority? If yes, identify the authority and provide the applicable license or registration number:

Regulatory Authority: ________

License / Registration Number: ________

3. Is the Lender, or any of its directors, officers, or Beneficial Owners, a "UK person" (i.e., a UK national, UK resident, or entity incorporated in the United Kingdom or a British Overseas Territory)?

Yes No

If yes, provide details (including name, nationality/jurisdiction, and nature of relationship to the Lender):

________________________________________

4. Is the Lender a fund vehicle, CLO, managed account, or similar pooled investment entity?

Yes No

If yes, identify the fund manager or CLO manager and its jurisdiction of organization:

Fund Manager / CLO Manager Name: ________

Jurisdiction of Organization: ________

5. Does the Lender have any investors, limited partners, or noteholders who are Sanctioned Persons or who are located, organized, or resident in a Sanctioned Country?

Yes No

If yes, provide details (including name, jurisdiction, and nature of interest):

________________________________________

6. Does the Lender participate in the EUR Sub-Tranche?

Yes No

If yes, confirm that EU Sanctions and BaFin/GwG screening has been completed for the Lender and its Beneficial Owners:

Confirmed — EU Sanctions and BaFin/GwG screening completed.

Not Yet Completed — Expected completion date: ________

7. Has the Lender made all required filings with the German Transparenzregister (to the extent applicable)?

Yes No Not Applicable

If yes, provide filing reference number: ________

IN WITNESS WHEREOF, the undersigned Lender has caused this Supplemental Questionnaire (Annex B) to be executed and delivered by its duly authorized officer as of the date set forth below.

[NAME OF LENDER]

By: ________

Name: ________

Title: ________

Date: ________

Item	Response
Full legal name of Lender:	__________
Entity type (e.g., national banking association, limited partnership, LLC, GmbH, etc.):	__________
Jurisdiction of organization or incorporation:	__________
Principal place of business / headquarters address:	__________

__________

Aggregate Commitment amount:	$_________
Allocation to USD Tranche (if applicable):	$_________
Allocation to EUR Sub-Tranche (if applicable):	€_________
Primary contact — Name:	__________
Primary contact — Title:	__________
Primary contact — Email:	__________
Primary contact — Telephone:	__________
Legal Entity Identifier (LEI), if applicable:	__________
If the Lender is an assignee, date and reference number of the applicable Assignment and Assumption Agreement:	__________
Name of Beneficial Owner	Nature of Ownership / Control Interest	Percentage of Ownership	Jurisdiction of Organization / Nationality	Address
_____	_____	___%	_____	_____
_____	_____	___%	_____	_____
_____	_____	___%	_____	_____
_____	_____	___%	_____	_____
Name of Investor	Nature of Interest	Approximate Percentage of Economic Interest	Jurisdiction of Organization / Nationality
_____	_____	___%	_____
_____	_____	___%	_____
_____	_____	___%	_____
_____	_____	___%	_____
List Screened	Date of Screening	Screening Provider / Database	Result (Clear / Match / False Positive — Resolved)	Notes
OFAC SDN List	____	____	____	____
OFAC SSI List	____	____	____	____
OFAC Non-SDN Lists (consolidated)	____	____	____	____
EU Consolidated Sanctions List	____	____	____	____
UK/OFSI Consolidated List	____	____	____	____

BaFin / GwG lists (if applicable)	____	____	____	____
UN Security Council Consolidated List	____	____	____	____
Other: ____	____	____	____	____

FORM OF LENDER KYC / OFAC COMPLIANCE CERTIFICATE
Exhibit F to the Credit Agreement
CUSIP: [__]
Delivered pursuant to Section 9.14 of the Credit Agreement, dated as of May 15, 2024 (as amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"), among Ironhaven Data Centers LLC, a Delaware limited liability company (the "Borrower"), Ironhaven Frankfurt GmbH, a German Gesellschaft mit beschränkter Haftung (the "Co-Borrower"), Ironhaven Holdings Inc., a Delaware corporation (the "Parent Guarantor"), Crescent Harbor Bank, N.A., as Administrative Agent (in such capacity, together with its successors and assigns in such capacity, the "Administrative Agent"), Pinnacle Trust Company, N.A., as Collateral Agent (in such capacity, together with its successors and assigns in such capacity, the "Collateral Agent"), and the Lenders from time to time party thereto.
[This certificate is to be executed and delivered by each Lender (or assignee) (i) on or prior to the Closing Date, (ii) on the date of any Assignment and Assumption Agreement, or (iii) upon the reasonable request of the Administrative Agent or the Borrower.]
SECTION 1: DEFINITIONS AND INTERPRETIVE PROVISIONS
1.1 Credit Agreement Definitions. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. The rules of interpretation set forth in Section 1.02 of the Credit Agreement shall apply mutatis mutandis to this Certificate.
1.2 Additional Definitions. As used in this Certificate, the following terms shall have the meanings set forth below, to the extent not already defined in the Credit Agreement:
(a) "Anti-Money Laundering Laws" means, collectively, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. No. 107-56, as amended, the "USA PATRIOT Act"), the Bank Secrecy Act (31 U.S.C. §§ 5311–5332 and 12 U.S.C. §§ 1818(s), 1829b, and 1951–1959, as amended), the Currency and Foreign Transactions Reporting Act, the German Anti-Money Laundering Act (Geldwäschegesetz, "GwG"), Directive (EU) 2015/849 (the Fourth Anti-Money Laundering Directive, as amended by Directive (EU) 2018/843, the Fifth Anti-Money Laundering Directive), the UK Proceeds of Crime Act 2002, the UK Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (as amended), and any other applicable anti-money laundering statutes, rules, regulations, and guidance of any Governmental Authority having jurisdiction over the undersigned Lender.
(b) "Beneficial Owner" means, with respect to the undersigned Lender, each Person who directly or indirectly owns more than 25% of the equity interests in, or otherwise Controls, the undersigned Lender, determined in accordance with the requirements of 31 C.F.R. § 1010.230 (the "CDD Rule") and, to the extent applicable, the German Transparenzregister requirements under the GwG. For the avoidance of doubt, with respect to any Lender that is a legal entity, "Beneficial Owner" includes each natural person who, whether acting alone or together with others, (i) exercises ultimate effective control over the undersigned Lender, whether through ownership of voting rights, agreement, or other means, or (ii) on whose behalf a transaction or activity is being conducted.
(c) "Sanctioned Country" means any country, territory, or region that is, or whose government is, the subject of comprehensive Sanctions broadly prohibiting dealings with such country, territory, or region, which as of the date hereof include Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, the so-called Donetsk People's Republic, and the so-called Luhansk People's Republic (each as may be updated or amended by the applicable sanctions authority from time to time).
(d) "Sanctioned Person" means any Person that is: (i) listed on OFAC's Specially Designated Nationals and blocked Persons List (the "SDN List"), the Sectoral Sanctions Identifications List (the "SSI List"), the Non-SDN Menu-Based Sanctions List, the Foreign Sanctions Evaders List, the Non-SDN Palestinian Legislative Council List, or any other OFAC sanctions list; (ii) listed on the EU Consolidated List of Persons, Groups, and Entities Subject to EU Financial Sanctions maintained pursuant to Council Regulation (EU) No 269/2014, Council Regulation (EC) No 881/2002, or any other applicable EU sanctions regulation; (iii) listed on the UK Office of Financial Sanctions Implementation ("OFSI") Consolidated List of Financial Sanctions Targets; (iv) listed on the BaFin sanctions list or any list maintained under the GwG; (v) located, organized, or resident in a Sanctioned Country; or (vi) 50% or more owned, directly or indirectly, or controlled by, any Person or Persons described in clauses (i) through (v) above (applying the OFAC "50 Percent Rule" set forth in OFAC's Revised Guidance on Entities Owned by Persons Whose Property and Interests in Property Are blocked, dated August 13, 2014, and any successor guidance).
(e) "Sanctions" means all economic or financial sanctions or trade embargoes imposed, administered, or enforced from time to time by (i) the Office of Foreign Assets Control of the U.S. Department of the Treasury ("OFAC"), (ii) the U.S. Department of State, (iii) the U.S. Department of Commerce (Bureau of Industry and Security), (iv) the United Nations Security Council, (v) the European Union (including as implemented by any EU Member State), (vi) His Majesty's Treasury of the United Kingdom (including OFSI), (vii) the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, "BaFin"), or (viii) any other relevant Governmental Authority having jurisdiction over any Loan Party, any Lender, or the transactions contemplated by the Credit Agreement.
1.3 Interpretive Provisions. References in this Certificate to "Sections" are to sections of this Certificate unless otherwise specified. The words "hereof," "herein," "hereunder," and words of similar import when used in this Certificate refer to this Certificate as a whole and not to any particular provision hereof. The use of the word "including" herein shall mean "including, without limitation."
SECTION 2: IDENTIFICATION OF THE LENDER
The undersigned Lender hereby provides the following identifying information:
SECTION 3: REPRESENTATIONS AND WARRANTIES REGARDING SANCTIONS COMPLIANCE
[Each of the following representations and warranties is made as of the date hereof and, if this certificate is delivered on the Closing Date, shall be deemed repeated as of the Closing Date (June 3, 2024). Each representation and warranty shall be deemed repeated on the date of each borrowing under the Credit Agreement, unless the undersigned Lender shall have delivered a written notice to the contrary to the Administrative Agent prior to such date.]
3.1 OFAC Compliance
The undersigned Lender hereby represents and warrants to the Administrative Agent, the Borrower, the Co-Borrower, the Parent Guarantor, and the Collateral Agent as follows:
(a) Neither the undersigned Lender nor any of its Beneficial Owners is a Sanctioned Person or is listed on the SDN List, the SSI List, the Non-SDN Menu-Based Sanctions List, the Foreign Sanctions Evaders List, or any other list of sanctioned or blocked persons maintained by OFAC.
(b) The undersigned Lender is not located, organized, or resident in a Sanctioned Country. No branch, office, or affiliate of the undersigned Lender through which any Commitment or Loan will be made, funded, or booked is located in a Sanctioned Country.
(c) The undersigned Lender is not acting directly or indirectly on behalf of, or for the benefit of, any Sanctioned Person in connection with the Credit Agreement or any transaction contemplated thereunder. The undersigned Lender has not entered into, and will not enter into, any arrangement or understanding pursuant to which any Sanctioned Person would acquire a direct or indirect interest in any Commitment or Loan.
(d) No proceeds of any Loan advanced to the Borrower or the Co-Borrower will be used by the undersigned Lender, directly or indirectly, to fund or facilitate any transaction or activity with or involving any Sanctioned Person or any Sanctioned Country, in each case to the extent that such use would violate any applicable Sanctions. The undersigned Lender will not, directly or indirectly, use, lend, contribute, or otherwise make available any funds derived from its Commitment or participation in the Loans to any Person for the purpose of financing the activities or business of any Sanctioned Person or in any Sanctioned Country in violation of Sanctions.
3.2 EU Sanctions Compliance
The undersigned Lender hereby represents and warrants to the Administrative Agent, the Borrower, the Co-Borrower, the Parent Guarantor, and the Collateral Agent as follows:
(a) Neither the undersigned Lender nor any of its Beneficial Owners is listed on the EU Consolidated List of Persons, Groups, and Entities Subject to EU Financial Sanctions, including pursuant to Council Regulation (EU) No 269/2014, Council Regulation (EC) No 881/2002, Council Regulation (EC) No 753/2011, or any other applicable EU sanctions regulation. The undersigned Lender is not an entity owned or controlled (within the meaning of the relevant EU sanctions regulations and applicable guidance issued by the European Commission) by any Person so listed.
(b) The undersigned Lender is not otherwise the target of any EU sanctions measure that would prohibit or restrict the making, funding, or maintenance of any Commitment or Loan, or the performance of any obligation, under the Credit Agreement. No transaction contemplated by the Credit Agreement, including any disbursement, payment, or transfer of funds to or from the Co-Borrower's accounts maintained with any EU-regulated financial institution, will be prohibited or restricted as a result of EU Sanctions applicable to the undersigned Lender or any of its Beneficial Owners.
[This Section 3.2 is particularly relevant for Lenders participating in the EUR Sub-Tranche and/or having a nexus to the Frankfurt campus of IHDC Frankfurt. Lenders participating solely in the USD Tranche with no EU nexus should nonetheless complete this Section 3.2 if any of their Beneficial Owners are EU persons or EU-organized entities.]
3.3 UK / OFSI Sanctions Compliance
The undersigned Lender hereby represents and warrants to the Administrative Agent, the Borrower, the Co-Borrower, the Parent Guarantor, and the Collateral Agent as follows:
(a) Neither the undersigned Lender nor any of its directors, officers, or Beneficial Owners who are "relevant persons" within the meaning of UK sanctions legislation (including the Sanctions and Anti-Money Laundering Act 2018 and any statutory instruments made thereunder) is listed on the OFSI Consolidated List of Financial Sanctions Targets. For purposes of this representation, a "relevant person" includes any individual who is a UK national, an individual who is located in the United Kingdom, and any entity incorporated or constituted under the laws of the United Kingdom or any British Overseas Territory (including Bermuda, the British Virgin Islands, the Cayman Islands, Gibraltar, and the Turks and Caicos Islands) or any Crown Dependency (including Jersey, Guernsey, and the Isle of Man).
(b) The undersigned Lender has not engaged, and will not engage, in any transaction in connection with the Credit Agreement that would cause any Loan Party, the Administrative Agent, the Collateral Agent, or any other Secured Party to violate any UK financial sanctions. The undersigned Lender has implemented reasonable policies and procedures designed to ensure ongoing compliance with applicable UK sanctions requirements.
[This Section 3.3 is particularly relevant for Lenders organized in the UK, any British Overseas Territory (including Bermuda), or Crown Dependency, or that have directors, officers, or key personnel who are UK persons. Lenders that do not have any UK nexus should nonetheless complete this Section 3.3 to confirm no applicable UK sanctions exposure.]
3.4 BaFin / GwG Compliance
The undersigned Lender hereby represents and warrants to the Administrative Agent, the Borrower, the Co-Borrower, the Parent Guarantor, and the Collateral Agent as follows:
(a) The undersigned Lender is in compliance in all material respects with all applicable requirements of the German Anti-Money Laundering Act (Geldwäschegesetz, GwG), including the enhanced due diligence requirements set forth in §§ 15–17 GwG, to the extent applicable to it by reason of its jurisdiction of organization, its regulatory status, or its participation in the EUR Sub-Tranche or any other transaction involving the Co-Borrower or any assets located in the Federal Republic of Germany.
(b) The undersigned Lender has made all required filings with the German Transparenzregister or equivalent beneficial ownership register in its jurisdiction of organization, and all information contained in such filings is accurate and complete in all material respects as of the date hereof. To the extent that the undersigned Lender is not required to make such filings (whether because it is not organized in Germany, is exempt from such requirements, or otherwise), it has confirmed that equivalent beneficial ownership information has been filed with the applicable register in its jurisdiction of organization (if any such register exists).
[This Section 3.4 applies to Lenders participating in the EUR Sub-Tranche and Lenders that are credit institutions regulated by BaFin. All other Lenders should complete this Section 3.4 to the extent applicable and, if no provisions of the GwG apply, so state in the margin or in a supplemental note.]
3.5 General Sanctions Representation
The undersigned Lender represents and warrants that it is in compliance in all material respects with all applicable Sanctions, including those administered or enforced by OFAC, the U.S. Department of State, the United Nations Security Council, the European Union, OFSI, and BaFin. No action, suit, proceeding, or investigation by any Governmental Authority or sanctions authority with respect to Sanctions or Anti-Money Laundering Laws is pending or, to the knowledge of the undersigned Lender (after due inquiry), threatened against the undersigned Lender, any of its Beneficial Owners, or any of its Affiliates. The undersigned Lender has not received any written notice, citation, directive, or letter from any Governmental Authority alleging that the undersigned Lender has violated or failed to comply with any applicable Sanctions or Anti-Money Laundering Laws.
SECTION 4: REPRESENTATIONS AND WARRANTIES REGARDING ANTI-MONEY LAUNDERING COMPLIANCE
4.1 AML Program
The undersigned Lender represents and warrants that it has established and maintains an anti-money laundering compliance program (including internal policies, procedures, and controls) that complies in all material respects with all applicable Anti-Money Laundering Laws, including the USA PATRIOT Act (including the customer identification program requirements of Section 326 thereof), the Bank Secrecy Act (including the suspicious activity reporting and currency transaction reporting requirements thereunder), and, to the extent applicable, the GwG (including the risk-based due diligence requirements set forth therein). Such anti-money laundering compliance program includes, without limitation: (a) the designation of a compliance officer responsible for day-to-day oversight of anti-money laundering compliance; (b) written internal policies and procedures reasonably designed to detect and report suspicious transactions; (c) an ongoing employee training program; and (d) an independent audit function to test the effectiveness of the program.
4.2 Customer Identification / Know-Your-Customer
The undersigned Lender represents and warrants that it has conducted, or caused to be conducted, customer identification and know-your-customer procedures with respect to itself and each of its Beneficial Owners in accordance with all applicable Anti-Money Laundering Laws, including the CDD Rule. Such procedures have included, at a minimum: (a) the collection and verification of the legal name, date of birth (for natural persons), address, and identification number (such as taxpayer identification number, passport number, or equivalent) of each Beneficial Owner; (b) the screening of each Beneficial Owner against applicable sanctions lists (as further described in Section 5.3 below); and (c) the assessment of the risk profile of the undersigned Lender and its Beneficial Owners in accordance with the undersigned Lender's internal risk-rating methodology.
4.3 No Money Laundering
The undersigned Lender represents and warrants that no part of the funds used by it to acquire its Commitment or fund any Loan, or that will be used by it to make any payment or perform any obligation under the Credit Agreement, constitutes or will constitute the proceeds of any unlawful activity, including money laundering, under any applicable Anti-Money Laundering Law or other applicable law, rule, or regulation. The undersigned Lender further represents that no funds advanced or to be advanced by it in connection with the Credit Agreement have been or will be derived, directly or indirectly, from any activity that would constitute a violation of any Anti-Money Laundering Law or any Sanctions.
SECTION 5: BENEFICIAL OWNERSHIP DISCLOSURE
[Complete the following schedules identifying each Beneficial Owner (i.e., each Person who directly or indirectly owns more than 25% of the equity interests in, or otherwise Controls, the undersigned Lender). If no Person meets this threshold, so indicate by checking the applicable box below. For upstream fund investors holding more than 10% economic interest in the Lender entity, complete the supplemental schedule in Section 5.2 below, as required by the OFAC screening provisions of the Credit Agreement. All information provided below will be treated as confidential by the Administrative Agent and the Borrower in accordance with Section 9.08 of the Credit Agreement.]
5.1 Beneficial Owners (>25% Ownership or Control)
No Person directly or indirectly owns more than 25% of the equity interests in, or otherwise Controls, the undersigned Lender.
5.2 upstream Fund Investors (>10% Economic Interest)
The undersigned Lender is not a fund vehicle, CLO, or similar pooled investment entity, and this Section 5.2 is not applicable.
No upstream fund investor holds more than 10% economic interest in the undersigned Lender.
[If the undersigned Lender is a subsidiary of a Cayman-domiciled CLO vehicle or similar structure, identify the CLO manager and any investor(s) holding more than 10% of the economic interest in the CLO. Attach additional pages if necessary.]
5.3 Confirmation of Screening
The undersigned Lender confirms that it has screened (or caused to be screened) each Beneficial Owner identified in Section 5.1 and each upstream fund investor identified in Section 5.2 against the following sanctions lists:
(a) the OFAC SDN List and SSI List (and, to the extent available through the same screening process, the Non-SDN Menu-Based Sanctions List, the Foreign Sanctions Evaders List, and other consolidated OFAC lists);
(b) the EU Consolidated List of Persons, Groups, and Entities Subject to EU Financial Sanctions;
(c) the UK/OFSI Consolidated List of Financial Sanctions Targets; and
(d) any other applicable sanctions list, including the BaFin/GwG lists (to the extent applicable) and the United Nations Security Council Consolidated List.
The undersigned Lender confirms that, based on such screening, no Beneficial Owner identified in Section 5.1 and no upstream fund investor identified in Section 5.2 is a Sanctioned Person. The detailed results of such screening are set forth in Annex A attached hereto.
SECTION 6: COVENANTS
6.1 Ongoing Compliance
The undersigned Lender hereby covenants and agrees that, for so long as it holds any Commitment or Loan (or any participation therein) under the Credit Agreement, it shall maintain compliance in all material respects with all applicable Sanctions and Anti-Money Laundering Laws. The undersigned Lender shall maintain its anti-money laundering compliance program and sanctions screening procedures in a manner consistent with the representations set forth in Sections 3 and 4 of this Certificate and shall conduct periodic re-screening of its Beneficial Owners and upstream fund investors against applicable sanctions lists at intervals consistent with its internal compliance policies (and in any event not less frequently than annually).
6.2 Notification of Changes
The undersigned Lender hereby covenants and agrees that it shall promptly (and in any event within five (5) Business Days) notify the Administrative Agent and the Borrower in writing if:
(a) any representation or warranty made by the undersigned Lender in this Certificate becomes untrue or inaccurate in any material respect at any time after the date hereof;
(b) any Beneficial Owner or upstream fund investor identified in Section 5.1 or Section 5.2, or any other Person who becomes a Beneficial Owner or upstream fund investor after the date hereof, becomes a Sanctioned Person or becomes the subject of any action, investigation, or proceeding by any Governmental Authority relating to Sanctions or Anti-Money Laundering Laws;
(c) the undersigned Lender becomes aware of any investigation, proceeding, enforcement action, civil penalty, or criminal proceeding by any sanctions authority, anti-money laundering authority, or other Governmental Authority relating to the undersigned Lender, any of its Beneficial Owners, or any of its Affiliates in connection with any alleged violation of Sanctions or Anti-Money Laundering Laws; or
(d) there is any material change in the beneficial ownership or control of the undersigned Lender (including any change that results in a new Person owning more than 25% of the equity interests in, or otherwise Controlling, the undersigned Lender).
6.3 Updated Certifications
The undersigned Lender hereby covenants and agrees that it shall deliver an updated certificate in substantially the form of this Certificate (together with updated Annexes A and B, as applicable) upon the reasonable request of the Administrative Agent or the Borrower, and in any event:
(a) upon any assignment or transfer of all or any portion of its Commitment or Loans pursuant to Section 9.05 of the Credit Agreement (in which case the assignee Lender shall deliver a new certificate);
(b) upon any material change in the beneficial ownership or control of the undersigned Lender;
(c) upon designation by OFAC, the European Union, OFSI, or any other applicable sanctions authority of any country, territory, entity, or individual as a new Sanctioned Country or Sanctioned Person, to the extent such designation could reasonably be expected to affect the accuracy of the representations made herein; and
(d) annually, on or before the anniversary of the Closing Date, if requested by the Administrative Agent.
SECTION 7: SUPPORTING DOCUMENTATION
[Attach or deliver the following documents together with this Certificate, to the extent not previously delivered to the Administrative Agent. Check the applicable boxes to indicate which documents are being delivered herewith or have been previously delivered.]
Certified copy of certificate of formation, certificate of incorporation, certificate of organization, or equivalent organizational document of the undersigned Lender, as filed with the applicable Governmental Authority in its jurisdiction of organization.
Certified copy of the current organizational documents of the undersigned Lender (including, as applicable, operating agreement, limited liability company agreement, bylaws, articles of association, partnership agreement, or equivalent), certified by an authorized officer or secretary of the undersigned Lender as being true, correct, and complete as of the date hereof.
Certificate of good standing, certificate of existence, or equivalent certificate issued by the applicable Governmental Authority in the undersigned Lender's jurisdiction of organization, dated not earlier than thirty (30) days prior to the date hereof.
Copies of government-issued identification for each Beneficial Owner identified in Section 5.1 (passport, national identity card, or equivalent), together with any additional documentation required under the CDD Rule.
Beneficial ownership register extract or equivalent filing confirmation, including (as applicable): German Transparenzregister extract, UK Companies House confirmation statement, or CDD Rule certification (FinCEN Beneficial Ownership Information Report or equivalent).
Evidence of regulatory status, including (as applicable): BaFin license or registration confirmation, OCC national bank charter, state banking department license, FCA authorization, or equivalent regulatory authorization from the applicable financial regulatory authority.
IRS Form W-9 (if the undersigned Lender is a United States person within the meaning of Section 7701(a)(30) of the Internal Revenue Code) or IRS Form W-8BEN-E (if the undersigned Lender is not a United States person), as applicable, properly completed and executed.
Such other documents, certifications, or information as the Administrative Agent or the Borrower may reasonably request in connection with applicable Sanctions, Anti-Money Laundering Laws, or "know-your-customer" requirements.
SECTION 8: INDEMNIFICATION
The undersigned Lender hereby agrees to indemnify and hold harmless each of the Borrower, the Co-Borrower, the Parent Guarantor, the Administrative Agent, and the Collateral Agent, and each of their respective Affiliates, directors, officers, employees, agents, advisors, and representatives (each, an "Indemnified Person"), from and against any and all losses, claims, damages, liabilities, costs, and expenses (including reasonable and documented out-of-pocket fees and expenses of counsel) arising out of, resulting from, or relating to (a) any breach of, or any inaccuracy in, any of the representations or warranties made by the undersigned Lender in this Certificate, (b) any breach of any covenant made by the undersigned Lender in this Certificate, or (c) any claim, action, suit, investigation, or proceeding brought by any Governmental Authority or third party against any Indemnified Person to the extent arising from or relating to any such breach or inaccuracy.
The indemnification obligations of the undersigned Lender under this Section 8 shall survive the termination of the Credit Agreement, the repayment of all Loans, and the termination of all Commitments thereunder.
[Note: For Lenders delivering enhanced representations under a separate side letter (e.g., Lenders organized in British Overseas Territories with UK-person nexus), the indemnification provisions of such side letter shall supplement, and not replace, this Section 8. In the event of any conflict between the indemnification provisions of such side letter and this Section 8, the more protective provision (from the perspective of the Indemnified Persons) shall control.]
SECTION 9: MISCELLANEOUS PROVISIONS
9.1 Governing Law
This Certificate, and any claim, controversy, dispute, or cause of action (whether in contract, tort, or otherwise) based upon, arising out of, or relating to this Certificate, shall be governed by, and construed in accordance with, the laws of the State of New York without regard to conflicts of law principles that would result in the application of any law other than the law of the State of New York. The undersigned Lender hereby submits to the exclusive jurisdiction of the courts of the State of New York sitting in the Borough of Manhattan of the City of New York and the United States District Court for the Southern District of New York, in each case for purposes of all legal proceedings arising out of or relating to this Certificate.
9.2 Delivery.  This Certificate shall be delivered (together with all supporting documentation, schedules, and annexes attached hereto) to the following:
(a) Administrative Agent:
Crescent Harbor Bank, N.A.
Attention: Loan Operations & Agency Services
Address: 600 Crescent Harbor Plaza, 22nd Floor, New York, New York 10005
Email: loanops@crescentharbor.com
(b) Borrower (with a copy to):
Ironhaven Data Centers LLC
Attention: General Counsel
Address: 1200 Ironhaven Campus Drive, Suite 800, Ashburn, Virginia 20147
Email: legalnotices@ironhaven.com
(c) Agent's Counsel (with a copy to):
Blackthorn & Sundial Software
Attention: Credit Finance Group
Address: 1700 Pennsylvania Avenue NW, Suite 600, Washington, D.C. 20006
Email: creditfinance@blackthornsage.com
Delivery of this Certificate may be made by email transmission of a PDF copy, with an original to follow by overnight courier. A Certificate so transmitted by email shall be deemed delivered upon receipt by the applicable recipient, provided that an original executed counterpart is delivered within five (5) Business Days thereafter.
9.3 Amendment.  This Certificate may not be amended, modified, supplemented, or waived except by a written instrument signed by the undersigned Lender, the Administrative Agent, and the Borrower. No failure or delay by any party in exercising any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof.
9.4 Integration with Credit Agreement
This Certificate is delivered pursuant to, and is subject to, the terms and conditions of the Credit Agreement. This Certificate is intended to supplement, and not to supersede or replace, the representations, warranties, covenants, and other provisions of the Credit Agreement. In the event of any conflict or inconsistency between the terms of this Certificate and the terms of the Credit Agreement, the terms of the Credit Agreement shall control. Nothing in this Certificate shall be construed to limit, waive, or otherwise affect any right, remedy, or obligation of any party under the Credit Agreement or any other Loan Document.
[SIGNATURE PAGE FOLLOWS]
[Signature to be executed by an authorized officer of the Lender. If the Lender is a partnership or fund vehicle, the general partner or managing member should execute on behalf of the Lender. Specify capacity.]
IN WITNESS WHEREOF, the undersigned Lender has caused this KYC / OFAC Compliance Certificate to be executed and delivered by its duly authorized officer as of the date set forth below.
________________________________________
[NAME OF LENDER]
By: ________
Name: ________
Title: ________
Date: ________
If executed by a general partner, managing member, or equivalent on behalf of the Lender, complete the following:
________________________________________
[NAME OF GENERAL PARTNER / MANAGING MEMBER] acting on behalf of [NAME OF LENDER]
By: ________
Name: ________
Title: ________
Date: ________
Capacity: ________
ANNEX A
FORM OF SANCTIONS SCREENING CONFIRMATION
[To be completed by the compliance officer, designated AML/sanctions officer, or outside counsel of the undersigned Lender. This Annex A should summarize the results of the sanctions screening conducted with respect to the undersigned Lender and each of its Beneficial Owners and upstream fund investors identified in Sections 5.1 and 5.2 of the Certificate.]
Certification: I, the undersigned, confirm that the above screening was conducted with respect to the Lender, each of its Beneficial Owners (as identified in Section 5.1 of the Certificate), and each upstream fund investor (as identified in Section 5.2 of the Certificate), and that no unresolved matches were identified. To the extent any potential matches were identified during the screening process, such matches were investigated and resolved as "false positive" matches, and the basis for such resolution is documented in the compliance files of the Lender.
Name: ________
Title: ________
Organization: ________
Date: ________
ANNEX B
SUPPLEMENTAL QUESTIONNAIRE FOR NON-US LENDERS AND FUND VEHICLES
[To be completed by (i) any Lender organized outside the United States, (ii) any Lender that is a fund vehicle, CLO, or similar pooled investment entity, or (iii) any Lender organized in a British Overseas Territory (including Bermuda, the British Virgin Islands, the Cayman Islands, Gibraltar, and the Turks and Caicos Islands) or Crown Dependency (including Jersey, Guernsey, and the Isle of Man). If none of the foregoing categories applies to the undersigned Lender, mark "N/A" in the space provided below and sign at the bottom of this Annex B.]
Not Applicable. The undersigned Lender confirms that none of the categories described above applies, and this Annex B is being submitted as "N/A."
If applicable, please respond to each of the following questions:
1. Is the Lender organized in or a tax resident of a jurisdiction outside the United States? If yes, identify the jurisdiction(s):
Response: ________
2. Is the Lender regulated by a non-US financial regulatory authority? If yes, identify the authority and provide the applicable license or registration number:
Regulatory Authority: ________
License / Registration Number: ________
3. Is the Lender, or any of its directors, officers, or Beneficial Owners, a "UK person" (i.e., a UK national, UK resident, or entity incorporated in the United Kingdom or a British Overseas Territory)?
Yes  No
If yes, provide details (including name, nationality/jurisdiction, and nature of relationship to the Lender):
________________________________________
________________________________________
4. Is the Lender a fund vehicle, CLO, managed account, or similar pooled investment entity?
Yes  No
If yes, identify the fund manager or CLO manager and its jurisdiction of organization:
Fund Manager / CLO Manager Name: ________
Jurisdiction of Organization: ________
5. Does the Lender have any investors, limited partners, or noteholders who are Sanctioned Persons or who are located, organized, or resident in a Sanctioned Country?
Yes  No
If yes, provide details (including name, jurisdiction, and nature of interest):
________________________________________
________________________________________
6. Does the Lender participate in the EUR Sub-Tranche?
Yes  No
If yes, confirm that EU Sanctions and BaFin/GwG screening has been completed for the Lender and its Beneficial Owners:
Confirmed — EU Sanctions and BaFin/GwG screening completed.
Not Yet Completed — Expected completion date: ________
7. Has the Lender made all required filings with the German Transparenzregister (to the extent applicable)?
Yes  No  Not Applicable
If yes, provide filing reference number: ________
IN WITNESS WHEREOF, the undersigned Lender has caused this Supplemental Questionnaire (Annex B) to be executed and delivered by its duly authorized officer as of the date set forth below.
[NAME OF LENDER]
By: ________
Name: ________
Title: ________
Date: ________
Item | Response
Full legal name of Lender: | __________
Entity type (e.g., national banking association, limited partnership, LLC, GmbH, etc.): | __________
Jurisdiction of organization or incorporation: | __________
Principal place of business / headquarters address: | __________
__________
__________
Aggregate Commitment amount: | $_________
Allocation to USD Tranche (if applicable): | $_________
Allocation to EUR Sub-Tranche (if applicable): | €_________
Primary contact — Name: | __________
Primary contact — Title: | __________
Primary contact — Email: | __________
Primary contact — Telephone: | __________
Legal Entity Identifier (LEI), if applicable: | __________
If the Lender is an assignee, date and reference number of the applicable Assignment and Assumption Agreement: | __________
Name of Beneficial Owner | Nature of Ownership / Control Interest | Percentage of Ownership | Jurisdiction of Organization / Nationality | Address
_____ | _____ | ___% | _____ | _____
_____ | _____ | ___% | _____ | _____
_____ | _____ | ___% | _____ | _____
_____ | _____ | ___% | _____ | _____
Name of Investor | Nature of Interest | Approximate Percentage of Economic Interest | Jurisdiction of Organization / Nationality
_____ | _____ | ___% | _____
_____ | _____ | ___% | _____
_____ | _____ | ___% | _____
_____ | _____ | ___% | _____
List Screened | Date of Screening | Screening Provider / Database | Result (Clear / Match / False Positive — Resolved) | Notes
OFAC SDN List | ____ | ____ | ____ | ____
OFAC SSI List | ____ | ____ | ____ | ____
OFAC Non-SDN Lists (consolidated) | ____ | ____ | ____ | ____
EU Consolidated Sanctions List | ____ | ____ | ____ | ____
UK/OFSI Consolidated List | ____ | ____ | ____ | ____
BaFin / GwG lists (if applicable) | ____ | ____ | ____ | ____
UN Security Council Consolidated List | ____ | ____ | ____ | ____
Other: ____ | ____ | ____ | ____ | ____

FORM OF LENDER KYC / OFAC COMPLIANCE CERTIFICATE

SECTION 1: DEFINITIONS AND INTERPRETIVE PROVISIONS

SECTION 2: IDENTIFICATION OF THE LENDER

SECTION 3: REPRESENTATIONS AND WARRANTIES REGARDING SANCTIONS COMPLIANCE

SECTION 5: BENEFICIAL OWNERSHIP DISCLOSURE

SECTION 6: COVENANTS

SECTION 7: SUPPORTING DOCUMENTATION

SECTION 8: INDEMNIFICATION

SECTION 9: MISCELLANEOUS PROVISIONS

ANNEX A

FORM OF SANCTIONS SCREENING CONFIRMATION

ANNEX B

SUPPLEMENTAL QUESTIONNAIRE FOR NON-US LENDERS AND FUND VEHICLES

Record

Parties

Dates

Amounts