KONTOVERPFÄNDUNGSVERTRAG

KONTOVERPFÄNDUNGSVERTRAG
ACCOUNT PLEDGE AGREEMENT
Pledge over Bank Accounts of Ironhaven Frankfurt GmbH
in favor of
Pinnacle Trust Company, N.A. (acting through its London branch)
as Security Trustee (Sicherheitentreuhänder)
Dated May 15, 2024
(Effective as of the Closing Date, June 3, 2024)
Governed by the laws of the Federal Republic of Germany
This Agreement is executed in both English and German language versions. In the event of any discrepancy between the English language version and the German language version, the German language version shall prevail. A parallel German-language execution copy (Deutschsprachige Ausfertigung) has been prepared and executed simultaneously herewith. German legal terms are retained in parenthetical throughout this English language version for reference and precision.
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PREAMBLE AND PARTIES (*PRÄAMBEL UND PARTEIEN*)
THIS ACCOUNT PLEDGE AGREEMENT (Kontoverpfändungsvertrag) (this "Agreement" or "Vereinbarung") is entered into on May 15, 2024 (the "Signing Date" or "Unterzeichnungsdatum") and shall become effective as of June 3, 2024 (the "Closing Date" or "Vollzugstag"),
BY AND BETWEEN:
(1) Ironhaven Frankfurt GmbH
a limited liability company (Gesellschaft mit beschränkter Haftung) organized and existing under the laws of the Federal Republic of Germany, having its registered office at Hanauer Landstraße 188, 60314 Frankfurt am Main, Germany, registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Frankfurt am Main under registration number HRB 129457, represented by its managing directors (Geschäftsführer) Marcus Delaine and Katarina Bremer, each authorized to represent the company jointly or individually in accordance with the company's articles of association (Gesellschaftsvertrag),
German Tax Identification Number (Steuernummer): 045/127/98321 VAT Identification Number (USt-IdNr.): DE347891205
(hereinafter referred to as the "Pledgor" or "Verpfänder");
AND
(2) Pinnacle Trust Company, N.A.
a national trust company organized and existing under the laws of the United States of America, with its headquarters at 101 Constitution Avenue NW, Washington, D.C. 20001, United States of America, acting through its London branch, in its capacity as Security Trustee (Sicherheitentreuhänder) under the German Parallel Debt and Security Trust Agreement (Sicherheitentreuhandvertrag) dated May 15, 2024 (as defined below),
Key contact: William Hargrove, Senior Vice President, Corporate Trust,
(hereinafter referred to as the "Pledgee" or "Pfandgläubiger", or the "Security Trustee" or "Sicherheitentreuhänder");
WITH THE PARTICIPATION OF:
(3) NordBrücke AG
a stock corporation (Aktiengesellschaft) organized and existing under the laws of the Federal Republic of Germany, having its registered office at Neue Mainzer Straße 72, 60311 Frankfurt am Main, Germany, and being a licensed credit institution (Kreditinstitut) regulated by the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, "BaFin"),
Key contact: Dr. Stefan Kleinhans, Head of Structured & Acquisition Finance,
(hereinafter referred to as the "Account Bank" or "Kontoführende Bank").
The Pledgor, the Pledgee, and the Account Bank are hereinafter collectively referred to as the "Parties" ("Parteien") and each individually as a "Party" ("Partei").
RECITALS (*VORBEMERKUNGEN*)
The Parties set forth the following recitals, which form an integral part of this Agreement:
(A) Ironhaven Frankfurt GmbH is a wholly-owned subsidiary (hundertprozentige Tochtergesellschaft) of Ironhaven Data Centers LLC, a limited liability company organized under the laws of the State of Delaware, United States of America, with its principal offices at 4500 Dominion Ridge Boulevard, Suite 300, Ashburn, Virginia 20147, United States of America (the "Borrower"). The Borrower is wholly owned by Ironhaven Holdings Inc., a corporation organized under the laws of the State of Delaware, United States of America (the "Parent Guarantor"), which is in turn wholly owned by Thornfield Capital Partners, LP through Thornfield Infrastructure Fund III, LP (together, the "Sponsor").
(B) The Pledgor is the Co-Borrower (Mit-Darlehensnehmer) under the Senior Secured Term Loan B Credit Agreement dated May 15, 2024 (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), entered into among Ironhaven Data Centers LLC (as Borrower), Ironhaven Frankfurt GmbH (as Co-Borrower), Ironhaven Holdings Inc. (as Parent Guarantor), Crescent Harbor Bank, N.A. (as Administrative Agent, Sole Lead Arranger, and Sole Bookrunner) (the "Administrative Agent"), Pinnacle Trust Company, N.A. (as Collateral Agent), and the lenders from time to time party thereto (the "Lenders"). The Credit Agreement bears CUSIP number 46283LAA5.
(C) The aggregate facility amount under the Credit Agreement is Nine Hundred Fifty Million United States Dollars ($950,000,000), of which a EUR Sub-Tranche in the amount of Two Hundred Fifty-Three Million Five Hundred Seventy-One Thousand Four Hundred Twenty-Nine Euros (€253,571,429) (equivalent to approximately Two Hundred Seventy-Five Million United States Dollars ($275,000,000) at an exchange rate of EUR/USD 1.0846 as of the date hereof) has been allocated to fund the construction and development of the Pledgor's Frankfurt campus data center facility (the "Frankfurt Campus"). The EUR Sub-Tranche bears interest at EURIBOR plus 425 basis points per annum, with an EURIBOR floor of 0.00%. The USD Tranche bears interest at SOFR plus 425 basis points per annum. The maturity date under the Credit Agreement is June 3, 2031 (the "Maturity Date").
(D) NordBrücke AG is a Lender under the Credit Agreement with a commitment of One Hundred Fifty Million United States Dollars ($150,000,000), allocated entirely to the Frankfurt sub-tranche of the EUR Sub-Tranche. NordBrücke AG also serves as the Frankfurt Escrow Bank under the Escrow Agreement — Frankfurt Campus Construction dated May 15, 2024 (the "Escrow Agreement").
(E) The Pledgor is entering into this Account Pledge Agreement to secure all Secured Obligations (as defined herein and in the German Parallel Debt and Security Trust Agreement (Sicherheitentreuhandvertrag) dated May 15, 2024, entered into between the Pledgor, the Security Trustee, and the other parties thereto (the "German Parallel Debt and Security Trust Agreement")), including the parallel debt claim (Parallelschuld) of the Security Trustee created thereunder.
(F) This Account Pledge Agreement forms part of the German-law security package granted by the Pledgor in connection with the Credit Agreement, which security package includes the following instruments:
(i) the Land Charge (Grundschuld) over the Frankfurt Campus parcel, as recorded in the land register (Grundbuch) of Frankfurt am Main-Ost, Sheet (Blatt) 54321, Land Parcel (Flur) 12, Plot (Flurstück) 789;
(ii) the Global Assignment of Receivables (Globalzession) dated May 15, 2024;
(iii) the Security Transfer of Movable Assets (Sicherungsübereignung) dated May 15, 2024;
(iv) the Share Pledge (Anteilsverpfändung) dated May 15, 2024, over 100% of the shares (Geschäftsanteile) in Ironhaven Frankfurt GmbH;
(v) the Security Purpose Agreement (Sicherungszweckerklärung) dated May 15, 2024; and
(vi) this Account Pledge Agreement (Kontoverpfändungsvertrag).
(G) The German Parallel Debt and Security Trust Agreement establishes a parallel debt (Parallelschuld) obligation of the Pledgor in favor of the Security Trustee in an amount equal to the Secured Obligations, which parallel debt constitutes an independent and abstract payment obligation of the Pledgor and which serves as the secured claim (gesicherte Forderung) for the purposes of the security interests granted under German law, including the pledge created under this Agreement.
NOW, THEREFORE, the Parties agree as follows:
SECTION 1: DEFINITIONS (*BEGRIFFSBESTIMMUNGEN*)
1.1 In this Agreement, the following terms shall have the meanings set out below, unless the context otherwise requires:
"Account(s)" or "Konten" means all present and future bank accounts of the Pledgor maintained with the Account Bank (NordBrücke AG), including but not limited to the accounts identified and described in Schedule 1 (Anlage 1) hereto, together with all sub-accounts (Unterkonten), renewal accounts (Erneuerungskonten), replacement accounts (Ersatzkonten), and any accounts opened in continuation or substitution of any of the foregoing, regardless of the currency in which such accounts are denominated.
"Account Bank" or "Kontoführende Bank" means NordBrücke AG, a stock corporation (Aktiengesellschaft) organized under the laws of the Federal Republic of Germany, licensed as a credit institution (Kreditinstitut) and regulated by BaFin, and including any successor institution or any entity to which NordBrücke AG may transfer the relevant account relationships.
"Administrative Agent" means Crescent Harbor Bank, N.A., in its capacity as administrative agent under the Credit Agreement, or any successor administrative agent appointed thereunder.
"BGB" means the German Civil Code (Bürgerliches Gesetzbuch), as published in the Federal Law Gazette (Bundesgesetzblatt) and as amended from time to time.
"Closing Date" means June 3, 2024, being the date on which the conditions precedent to the initial borrowing under the Credit Agreement are satisfied or waived and the initial funding occurs.
"Collateral Agent" means Pinnacle Trust Company, N.A., in its capacity as collateral agent under the Credit Agreement, or any successor collateral agent appointed thereunder.
"Credit Agreement" has the meaning given to it in Recital (B) above.
"Enforcement Event" means the occurrence and continuance of an Event of Default (as defined in the Credit Agreement), following which the Administrative Agent has delivered a notice to the Security Trustee directing the enforcement of security.
"EUR Sub-Tranche" means the sub-tranche of the term loan facility under the Credit Agreement denominated in Euros in the aggregate principal amount of €253,571,429.
"Event of Default" has the meaning given to it in the Credit Agreement.
"Frankfurt Campus" means the data center campus being developed by the Pledgor at the site located at the land parcel registered in the land register of Frankfurt am Main-Ost, Sheet 54321, Land Parcel 12, Plot 789.
"German Parallel Debt and Security Trust Agreement" or "Sicherheitentreuhandvertrag" means the German Parallel Debt and Security Trust Agreement dated May 15, 2024, entered into between the Pledgor, the Borrower, the Parent Guarantor, the Security Trustee, and the other parties thereto, as amended, restated, supplemented, or otherwise modified from time to time.
"GmbHG" means the German Limited Liability Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung), as published in the Federal Law Gazette and as amended from time to time.
"Insolvency Code" or "InsO" means the German Insolvency Code (Insolvenzordnung), as published in the Federal Law Gazette and as amended from time to time.
"Intercreditor Agreement" means the First Lien / Super-Senior Intercreditor Agreement dated May 15, 2024, governing, inter alia, the enforcement priority and waterfall provisions as between the term loan obligations under the Credit Agreement and the obligations under the Super-Senior Revolving Credit Facility.
"Loan Documents" has the meaning given to it in the Credit Agreement and includes, without limitation, the Credit Agreement, the Guarantee Agreement, the Security Purpose Agreement, the German Parallel Debt and Security Trust Agreement, this Agreement, and each other document designated as a "Loan Document" thereunder.
"Loan Party" has the meaning given to it in the Credit Agreement.
"Parallel Debt" or "Parallelschuld" means the parallel debt claim of the Security Trustee created under Section 2 of the German Parallel Debt and Security Trust Agreement.
"Permitted Liens" has the meaning given to it in the Credit Agreement.
"Pledged Claims" or "Verpfändete Forderungen" means all present and future claims (Forderungen) of the Pledgor against the Account Bank arising from or in connection with the Accounts, including without limitation: (a) claims for repayment of credit balances (Ansprüche auf Rückzahlung von Kontoguthaben); (b) claims to interest (Zinsansprüche), including accrued and future interest; (c) claims arising from the termination of any account relationship (Ansprüche aus der Beendigung der Kontobeziehung); (d) claims for damages (Schadensersatzansprüche); (e) all ancillary rights (Nebenrechte), including rights to information (Auskunftsrechte); and (f) all claims arising upon renewal, replacement, continuation, or restructuring of any Account or any deposit made from or through the Accounts.
"Pledgee" or "Pfandgläubiger" means Pinnacle Trust Company, N.A., acting through its London branch, in its capacity as Security Trustee under the German Parallel Debt and Security Trust Agreement, or any successor Security Trustee appointed thereunder.
"Pledgor" or "Verpfänder" means Ironhaven Frankfurt GmbH.
"Required Lenders" has the meaning given to it in the Credit Agreement.
"Sanctioned Person" means any person that is the target of sanctions administered or enforced by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), the European Union (including under Council Regulation (EU) No 269/2014 or any successor regulation), the United Nations Security Council, the government of the Federal Republic of Germany, or Her Majesty's Treasury of the United Kingdom.
"Secured Obligations" or "Gesicherte Verbindlichkeiten" means all present and future, actual and contingent, due and not yet due obligations of the Pledgor and any other Loan Party under or in connection with the Credit Agreement, the Guarantee Agreement, and each other Loan Document, as more particularly described in Section 3 of the Security Purpose Agreement, including without limitation: (a) all amounts of principal, interest, fees, costs, expenses, and indemnities payable thereunder; (b) all obligations arising from hedging transactions entered into with Hedge Counterparties (as defined in the Credit Agreement); and (c) the Parallel Debt. The term "Secured Obligations" shall also include any obligation that would have been a Secured Obligation but for the operation of applicable insolvency, bankruptcy, or similar laws.
"Security Purpose Agreement" or "Sicherungszweckerklärung" means the overarching security purpose declaration of even date herewith, entered into between the Pledgor, the Borrower, the Parent Guarantor, and the Security Trustee.
"Security Trustee" or "Sicherheitentreuhänder" means Pinnacle Trust Company, N.A., acting through its London branch, in its capacity as trustee for the Secured Parties under the German Parallel Debt and Security Trust Agreement, or any successor security trustee appointed thereunder.
"Signing Date" means May 15, 2024.
"Super-Senior Revolving Credit Facility" means the revolving credit facility in the aggregate amount of One Hundred Million United States Dollars ($100,000,000) provided under the Super-Senior Revolving Credit Agreement dated May 15, 2024.
1.2 Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the Credit Agreement, the German Parallel Debt and Security Trust Agreement, or the Security Purpose Agreement, as applicable, which definitions are incorporated herein by reference and shall apply mutatis mutandis unless the context otherwise requires or unless a different meaning is expressly provided herein.
1.3 In this Agreement, unless the context otherwise requires: (a) references to Sections, Schedules, and Recitals are references to sections of, schedules to, and recitals of this Agreement; (b) the headings are for convenience of reference only and shall not affect the interpretation of this Agreement; (c) references to any agreement or document include references to such agreement or document as amended, restated, supplemented, or otherwise modified from time to time; (d) references to any law or statutory provision include references to any law or statutory provision that amends, extends, re-enacts, or replaces that law or provision; and (e) words importing the singular include the plural and vice versa.
SECTION 2: PLEDGE (*VERPFÄNDUNG*)
2.1 Grant of Pledge (*Bestellung des Pfandrechts*)
The Pledgor hereby pledges (verpfändet hiermit) to the Pledgee, and the Pledgee hereby accepts (nimmt hiermit an) the pledge of, all of the Pledgor's present and future claims against the Account Bank arising from or in connection with the Accounts (including, without limitation, all credit balances, interest, fees, and other amounts standing to the credit of or accruing on the Accounts from time to time) as security for the due and punctual payment and performance of the Secured Obligations.
The pledge extends to all amounts standing to the credit of the Accounts from time to time, whether such amounts are denominated in Euros (EUR), United States Dollars (USD), or any other currency, and regardless of whether such amounts are held on a current account (Girokonto), a fixed-term deposit account (Festgeldkonto), a savings account (Sparkonto), a construction escrow account (Baukonto), a foreign currency account (Fremdwährungskonto), or any other type of account.
2.2 Scope of Pledge (*Umfang des Pfandrechts*)
Without limiting the generality of Section 2.1, the pledge created hereunder covers the following claims of the Pledgor against the Account Bank in their entirety:
(a) all claims for repayment of credit balances (Ansprüche auf Rückzahlung von Kontoguthaben) standing to the credit of the Accounts at any time;
(b) all claims to interest (Zinsansprüche), including accrued interest, future interest, default interest, and any compensation for negative interest charged;
(c) all claims arising from the termination (Kündigung) of any Account, the termination of any individual deposit, or the termination of the entire account relationship between the Pledgor and the Account Bank;
(d) all claims for damages (Schadensersatzansprüche), including claims arising from breach of duty, negligence, or any other basis of liability of the Account Bank;
(e) all ancillary rights (Nebenrechte), including rights to information (Auskunftsrechte), rights to account statements (Kontoauszüge), and all procedural and substantive rights attaching to the Pledged Claims;
(f) all claims arising upon the renewal (Erneuerung), replacement (Ersetzung), continuation (Fortführung), or restructuring (Umstrukturierung) of any Account, including where an Account is closed and a new account is opened in its place or where the Account Bank merges with or is succeeded by another institution;
(g) all claims in respect of time deposits (Termineinlagen), fixed deposits (Festgelder), overnight deposits (Tagesgelder), call deposits (Kündigungsgelder), and any other deposits made with the Account Bank from, through, or in connection with the Accounts; and
(h) all claims arising from unjust enrichment (ungerechtfertigte Bereicherung) or any other legal basis in connection with the Accounts.
The pledge shall rank as a first-priority pledge (erstrangiges Pfandrecht). The Pledgor represents and warrants that no prior-ranking or pari passu ranking pledges, assignments, or other encumbrances exist over the Pledged Claims or the Accounts, except as expressly disclosed in this Agreement.
2.3 Future Accounts (*Zukünftige Konten*)
The pledge created hereunder extends, without the need for any further agreement, instrument, or action (but subject to the notification requirements set out in Section 4 and Section 7.5 below), to all bank accounts that the Pledgor may at any time in the future open, maintain, or hold with the Account Bank, including any accounts that may be opened in replacement of or in addition to the Accounts listed in Schedule 1. The pledge over any such future account shall attach at the time such future account is opened or such future claim comes into existence, provided that the applicable notification to the Account Bank has been duly given in accordance with Section 4.
The Pledgor undertakes to promptly, and in any event within five (5) business days of opening any new account with the Account Bank, notify the Pledgee and the Account Bank of any new account and to ensure that each such new account is subject to this pledge. The Pledgor shall provide the Pledgee with updated information regarding the new account, including the account number, currency, type, and initial balance.
2.4 Extension to Surpluses and Proceeds (*Erstreckung auf Überschüsse und Erlöse*)
The pledge extends to any and all proceeds (Erlöse), surpluses (Überschüsse), or replacement assets (Ersatzgegenstände) received by the Pledgor or credited to the Accounts in connection with or as a result of the Pledged Claims, including any amounts received from the Account Bank by way of payment, set-off, or distribution in any insolvency or liquidation proceedings affecting the Account Bank, and any insurance proceeds or guarantee payments received in respect of the Account Bank's obligations.
SECTION 3: SECURED OBLIGATIONS (*GESICHERTE VERBINDLICHKEITEN*)
3.1 The pledge created under this Agreement secures all Secured Obligations as defined in and more particularly described in Section 3 of the Security Purpose Agreement, including without limitation:
(a) all amounts of principal owing under the Credit Agreement, including the EUR Sub-Tranche in the principal amount of €253,571,429, and the Pledgor's joint and several liability (gesamtschuldnerische Haftung) for the full aggregate facility amount of $950,000,000 in its capacity as Co-Borrower under the Credit Agreement;
(b) all interest payable on the loans under the Credit Agreement, including interest at the rate of EURIBOR plus 425 basis points per annum (with an EURIBOR floor of 0.00%) on the EUR Sub-Tranche, and interest at the rate of SOFR plus 425 basis points per annum on the USD Tranche, together with any default interest and interest on overdue amounts;
(c) all fees, commissions, costs, expenses, indemnities, tax gross-up amounts, increased costs, breakage costs, prepayment premiums, and other amounts payable by the Pledgor or any other Loan Party under or in connection with any Loan Document;
(d) all obligations arising from or in connection with any hedging transactions (Sicherungsgeschäfte) entered into with Hedge Counterparties (as defined in the Credit Agreement) to the extent such obligations constitute Secured Obligations under the Credit Agreement;
(e) the Parallel Debt as created and maintained under Section 2 of the German Parallel Debt and Security Trust Agreement, which constitutes an independent and abstract payment obligation of the Pledgor in favor of the Security Trustee in an amount equal to the aggregate of all Secured Obligations from time to time outstanding; and
(f) all other amounts, liabilities, and obligations (whether present or future, actual or contingent, liquidated or unliquidated) that are designated as "Secured Obligations" under any Loan Document.
3.2 The reference in Section 3.1 above to the Security Purpose Agreement is for purposes of completeness only. The definitive description of the Secured Obligations is contained in Section 3 of the Security Purpose Agreement, and in the event of any inconsistency between the description of the Secured Obligations in this Agreement and the Security Purpose Agreement, the Security Purpose Agreement shall prevail.
3.3 The Security Trustee holds the benefit of the pledge created hereunder: (a) for its own account, in respect of the Parallel Debt; and (b) in its capacity as trustee (Treuhänder) for the benefit of the Secured Parties (being the Administrative Agent, the Lenders, the Collateral Agent, and any other persons designated as "Secured Parties" under the Credit Agreement or the German Parallel Debt and Security Trust Agreement), in each case in accordance with the terms and conditions of the German Parallel Debt and Security Trust Agreement.
SECTION 4: NOTIFICATION TO THE ACCOUNT BANK (*ANZEIGE AN DIE KONTOFÜHRENDE BANK*)
4.1 Notification (*Anzeige*)
The Pledgor shall, immediately upon execution of this Agreement and in any event not later than the Closing Date, notify the Account Bank (NordBrücke AG) of the pledge created hereunder in writing, substantially in the form set out in Schedule 2 (Anlage 2) hereto (the "Pledge Notification" or "Verpfändungsanzeige"). The Pledge Notification shall identify the Accounts subject to the pledge, the identity of the Pledgee, and a description of the Secured Obligations, and shall request that the Account Bank acknowledge receipt of the notification and consent to the pledge by counter-signing the Pledge Notification.
4.2 Acknowledgment by the Account Bank (*Bestätigung durch die Kontoführende Bank*)
NordBrücke AG, by counter-signing the Pledge Notification in the form set out in Schedule 2, hereby:
(a) acknowledges (bestätigt) receipt of the notification of the pledge created under this Agreement and confirms that it has taken note of the pledge;
(b) consents (stimmt zu) to the pledge and irrevocably waives (verzichtet unwiderruflich auf) any and all rights of set-off (Aufrechnungsrechte), rights of retention (Zurückbehaltungsrechte), and counterclaims (Gegenansprüche) against the Pledged Claims that may now or hereafter exist, whether arising by operation of law, by contract, or otherwise, except for fees and costs arising in connection with the ordinary administration and maintenance of the Accounts (including customary account maintenance fees, transaction fees, and similar charges);
(c) confirms (bestätigt) that the details of the Accounts as set out in Schedule 1 are complete and accurate as of the Signing Date, and that the balances stated therein are correct;
(d) undertakes (verpflichtet sich) not to agree to any assignment (Abtretung), pledge (Verpfändung), or other encumbrance (Belastung) of the Pledged Claims or any of the Accounts with any third party without the prior written consent of the Pledgee;
(e) undertakes (verpflichtet sich) not to agree to any change in the terms and conditions of the Accounts or to terminate any Account without the prior written consent of the Pledgee;
(f) undertakes (verpflichtet sich) to provide the Pledgee, promptly upon request, with account statements (Kontoauszüge) and balance information (Saldenbestätigungen) for each of the Accounts; and
(g) undertakes (verpflichtet sich) to comply with the provisions of this Agreement relating to the Account Bank, including the obligation to follow the instructions of the Pledgee upon receipt of an enforcement notice in accordance with Section 5 and Schedule 3.
4.3 Perfection (*Entstehung des Pfandrechts*)
The pledge created under this Agreement shall become effective (wirksam) and perfected (entstanden) upon notification to the Account Bank in accordance with Section 1280 of the BGB (Anzeige der Verpfändung an den Drittschuldner). The Parties acknowledge that the requirement for notification to the debtor of the pledged claim (here, the Account Bank as the debtor of the Pledgor's claims for repayment of account balances) is a constitutive requirement for the creation of a valid pledge over claims (Forderungspfandrecht) under German law.
The perfection of the pledge over future claims (including claims arising from future accounts opened with the Account Bank) shall occur at the time the respective claim comes into existence (mit Entstehung der jeweiligen Forderung), provided that the notification to the Account Bank has been duly given in respect of such future claims or accounts at or prior to the time such claims arise.
The Account Bank hereby confirms that it has received the notification of the pledge and that the pledge has been duly noted in its records.
SECTION 5: REALIZATION / ENFORCEMENT (*VERWERTUNG*)
5.1 Enforcement Event (*Verwertungsfall*)
The Pledgee shall be entitled to enforce the pledge created under this Agreement upon the occurrence and during the continuance of an Event of Default (as defined in the Credit Agreement) and following receipt by the Security Trustee of a written notice from the Administrative Agent (Crescent Harbor Bank, N.A.) directing the enforcement of the security granted hereunder (an "Enforcement Notice"). The Pledgee shall provide a copy of the Enforcement Notice to the Pledgor and to the Account Bank substantially in the form set out in Schedule 3 (Anlage 3) hereto.
The enforcement of the pledge shall be subject to and governed by the intercreditor provisions set forth in the Intercreditor Agreement, which governs, inter alia, the priority of enforcement as between the term loan obligations under the Credit Agreement and the obligations under the Super-Senior Revolving Credit Facility in the aggregate amount of $100,000,000. To the extent the Intercreditor Agreement imposes any standstill periods, consultation requirements, or enforcement sequencing obligations on the Security Trustee, the Security Trustee shall comply with such requirements prior to or in the course of enforcing the pledge.
5.2 Method of Enforcement (*Art der Verwertung*)
Upon the occurrence of an Enforcement Event:
(a) Collection Right (*Einziehungsrecht*): The Pledgee shall be entitled to collect (einziehen) all Pledged Claims directly from the Account Bank. The Pledgee may instruct the Account Bank, by written notice, to pay all amounts standing to the credit of the Accounts directly to the Pledgee or to such other account or person as the Pledgee may direct. The Account Bank shall comply with any such instruction without the need for any further consent or instruction from the Pledgor.
(b) Instruction to Freeze Accounts: The Pledgee may instruct the Account Bank to freeze (sperren) all Accounts and to refuse to accept or execute any further instructions from the Pledgor regarding the Accounts until further notice from the Pledgee.
(c) Sale of Pledged Claims (*Verkauf*): As an alternative or in addition to the exercise of the collection right, the Pledgee may enforce the pledge by way of sale (Verkauf) of the Pledged Claims in accordance with Sections 1228 et seq. BGB. The Pledgor hereby waives, to the extent permitted by law, any right to require that such sale be effected by public auction (öffentliche Versteigerung) and consents to private sale (freihändiger Verkauf) of the Pledged Claims.
(d) Appropriation (*Aneignung*): To the extent permitted by applicable law, the Pledgee may, as a further alternative, appropriate (sich aneignen) the Pledged Claims in satisfaction (in whole or in part) of the Secured Obligations, in accordance with the applicable provisions of the BGB.
The foregoing remedies are cumulative and not exclusive, and the Pledgee may exercise one or more of such remedies simultaneously or sequentially, at its sole discretion.
5.3 Application of Proceeds (*Verwendung der Erlöse*)
All amounts collected, realized, or recovered by the Pledgee in connection with the enforcement of the pledge shall be applied in accordance with the waterfall provisions set forth in Section 2.18 of the Credit Agreement and the relevant provisions of the Intercreditor Agreement. In the event that the waterfall provisions of the Credit Agreement and the Intercreditor Agreement conflict, the Intercreditor Agreement shall prevail.
Any surplus proceeds remaining after the full and irrevocable satisfaction of all Secured Obligations (including the Parallel Debt) and the payment of all costs and expenses of enforcement shall be returned to the Pledgor or to such other person as may be legally entitled thereto.
SECTION 6: REPRESENTATIONS AND WARRANTIES OF THE PLEDGOR (*ZUSICHERUNGEN UND GEWÄHRLEISTUNGEN*)
The Pledgor hereby makes the following representations and warranties (Zusicherungen und Gewährleistungen) to the Pledgee as of the Signing Date and as of the Closing Date, and such representations and warranties shall be deemed to be repeated on each date on which a representation is deemed repeated under the Credit Agreement:
6.1 Corporate Matters (*Gesellschaftsrechtliche Angelegenheiten*)
(a) The Pledgor is duly incorporated (ordnungsgemäß errichtet) and validly existing (rechtswirksam bestehend) as a limited liability company (Gesellschaft mit beschränkter Haftung) under the laws of the Federal Republic of Germany, registered with the commercial register of the Amtsgericht Frankfurt am Main under HRB 129457.
(b) The Pledgor has full corporate power and authority (Geschäftsfähigkeit und Vertretungsmacht) to enter into, execute, deliver, and perform its obligations under this Agreement.
(c) All necessary shareholder resolutions (Gesellschafterbeschlüsse), managing director approvals (Geschäftsführerbeschlüsse), and other corporate authorizations required for the execution, delivery, and performance of this Agreement have been duly obtained, including the shareholder resolution of Ironhaven Data Centers LLC, acting as the sole quotaholder (Alleingesellschafter) of Ironhaven Frankfurt GmbH, authorizing the granting of the pledge hereunder.
(d) The managing directors Marcus Delaine and Katarina Bremer are duly appointed and authorized to represent the Pledgor and to execute this Agreement on its behalf.
6.2 Accounts (*Konten*)
(a) The Accounts listed in Schedule 1 represent all bank accounts currently maintained by the Pledgor with the Account Bank as of the Signing Date. The Pledgor does not maintain any other bank accounts with the Account Bank that are not listed in Schedule 1.
(b) All credit balances standing to the credit of the Accounts are free and clear of any third-party rights, liens, pledges, assignments, or other encumbrances (Rechte Dritter, Pfandrechte, Abtretungen oder sonstige Belastungen), other than: (i) the pledge granted under this Agreement; and (ii) any banker's lien (Pfandrecht des Kreditinstituts) arising by operation of law or under the general terms and conditions (Allgemeine Geschäftsbedingungen) of the Account Bank, which the Account Bank has agreed to waive pursuant to Section 4.2 above (except for fees and costs arising in connection with ordinary account administration).
(c) The Pledgor is the sole and lawful owner (alleiniger und rechtmäßiger Inhaber) of all Pledged Claims and has full power to pledge such claims.
(d) The balances shown in Schedule 1 are true and accurate as of the date stated therein.
6.3 No Conflict (*Kein Verstoß*)
The execution, delivery, and performance of this Agreement by the Pledgor does not and will not:
(a) violate, conflict with, or constitute a default under the Pledgor's articles of association (Gesellschaftsvertrag) or any resolution of its shareholders or managing directors;
(b) violate any applicable law, statute, regulation, order, judgment, or decree of any governmental authority or court having jurisdiction over the Pledgor or its assets, including any applicable provisions of German corporate law, banking law, or insolvency law; or
(c) result in a breach of, or default under, any contractual obligation of the Pledgor, including any credit agreement, security agreement, lease, license, or other material contract to which the Pledgor is a party.
6.4 Enforceability (*Durchsetzbarkeit*)
This Agreement constitutes the legal, valid, and binding obligation of the Pledgor, enforceable against the Pledgor in accordance with its terms, subject to: (a) applicable insolvency laws (Insolvenzrecht), reorganization laws (Sanierungsrecht), moratorium laws, and other laws of general application affecting the enforcement of creditors' rights; and (b) general principles of equity and good faith (Treu und Glauben) under German law.
6.5 Sanctions Compliance (*Einhaltung von Sanktionsvorschriften*)
(a) The Pledgor confirms that neither it, nor any of its managing directors, officers, employees, or agents, nor any person holding a direct or indirect beneficial interest of twenty-five percent (25%) or more in the Pledgor, is a Sanctioned Person under: (i) the regulations administered by OFAC, including the Specially Designated Nationals and blocked Persons List (SDN List); (ii) EU sanctions regulations, including Council Regulation (EU) No 269/2014 and any related or successor regulations; (iii) sanctions imposed by the United Nations Security Council; or (iv) any other applicable sanctions regime.
(b) The Pledgor confirms that no funds credited to or standing in the Accounts originate from, or are connected with, any Sanctioned Person, any sanctioned jurisdiction, or any activity that would violate applicable sanctions laws or regulations.
(c) The Pledgor confirms that it is in compliance with all applicable requirements under the German Anti-Money Laundering Act (Geldwäschegesetz, "GwG") and the regulations and supervisory guidance issued by BaFin in connection therewith, including beneficial ownership reporting and customer due diligence obligations.
6.6 No Insolvency (*Keine Insolvenz*)
(a) No insolvency proceedings (Insolvenzverfahren), including provisional insolvency proceedings (vorläufiges Insolvenzverfahren), have been commenced, applied for, or are pending against the Pledgor.
(b) No circumstances exist that would require the managing directors of the Pledgor to file for the commencement of insolvency proceedings (Insolvenzantragspflicht) under Sections 15a, 17, 18, or 19 of the Insolvency Code (Insolvenzordnung, InsO), including due to illiquidity (Zahlungsunfähigkeit), imminent illiquidity (drohende Zahlungsunfähigkeit), or over-indebtedness (Überschuldung).
(c) The Pledgor is able to meet its payment obligations as they fall due, and its assets exceed its liabilities (taking into account the going-concern value of the enterprise).
SECTION 7: UNDERTAKINGS OF THE PLEDGOR (*VERPFLICHTUNGEN DES VERPFÄNDERS*)
The Pledgor hereby undertakes and covenants as follows for the benefit of the Pledgee, and such undertakings shall remain in force until the Release Conditions (as defined in Section 9) are fully satisfied:
7.1 Maintenance of Accounts (*Aufrechterhaltung der Konten*)
(a) The Pledgor shall maintain the Accounts with the Account Bank and shall not close, terminate, or consolidate any Account, or transfer any Account to another bank or financial institution, without the prior written consent of the Pledgee.
(b) The Pledgor shall not open any additional bank accounts with any bank or financial institution other than the Account Bank without the prior written consent of the Pledgee. In the event that the Pledgor opens any additional bank account with any bank or financial institution (whether with or without the consent of the Pledgee), the Pledgor shall immediately notify the Pledgee and, upon the Pledgee's request, procure an equivalent account pledge agreement over such additional account in favor of the Pledgee, in form and substance satisfactory to the Pledgee and its legal advisors.
(c) The Pledgor shall use commercially reasonable efforts to ensure that the Account Bank does not unilaterally close, terminate, or restrict any Account without the prior written consent of the Pledgee.
7.2 No Further Encumbrances (*Keine weiteren Belastungen*)
The Pledgor shall not create or permit to subsist any lien (Pfandrecht), pledge (Verpfändung), assignment (Abtretung), security transfer (Sicherungsübereignung), or other encumbrance (Belastung) over the Pledged Claims, the Accounts, or any amounts standing to the credit of the Accounts, other than: (a) the pledge created under this Agreement; and (b) Permitted Liens as defined in the Credit Agreement, to the extent any such Permitted Liens would apply to the Accounts.
7.3 Information and Cooperation (*Information und Mitwirkung*)
(a) The Pledgor shall provide the Pledgee with copies of all account statements (Kontoauszüge) received by the Pledgor in respect of the Accounts within five (5) business days of receipt by the Pledgor.
(b) The Pledgor shall promptly, and in any event within two (2) business days, inform the Pledgee in writing of any attachment (Pfändung), garnishment (Zwangsvollstreckungsmaßnahme), seizure, or other enforcement measure by any third party affecting or purporting to affect any of the Accounts or the Pledged Claims, and shall provide the Pledgee with copies of any related court orders, enforcement notices, or other documents.
(c) The Pledgor shall promptly inform the Pledgee of any circumstances that could materially and adversely affect the validity, enforceability, priority, or value of the pledge created hereunder.
(d) The Pledgor shall cooperate fully with the Pledgee in any enforcement or realization proceedings and shall execute and deliver all further documents, instruments, and agreements as the Pledgee may reasonably request to perfect, protect, maintain, or enforce the pledge or to give effect to the provisions of this Agreement.
7.4 Dispositions (*Verfügungen*)
(a) Prior to the occurrence of an Enforcement Event, the Pledgor may operate the Accounts in the ordinary course of business and make withdrawals, transfers, and payments as required for the Pledgor's normal business operations, subject at all times to any restrictions on the use of funds set forth in the Credit Agreement, the Escrow Agreement, and other Loan Documents (including any cash sweep or cash trap mechanisms).
(b) Upon the occurrence and during the continuance of an Enforcement Event, the Pledgor shall not make any withdrawals, transfers, dispositions, or other dealings with the Accounts or the amounts standing to the credit of the Accounts without the prior written consent of the Pledgee. Any instruction given by the Pledgor to the Account Bank in violation of this Section 7.4(b) shall be void and of no effect, and the Account Bank shall disregard any such instruction upon receipt of the Enforcement Notice from the Pledgee.
7.5 Notification of New Accounts (*Anzeige neuer Konten*)
The Pledgor shall immediately, and in any event within five (5) business days, notify the Pledgee and the Account Bank in writing of any new bank account opened by the Pledgor with the Account Bank. The Pledgor shall ensure that the pledge created hereunder extends automatically to each such new account in accordance with Section 2.3, and shall provide such supplemental notifications and documentation as may be necessary to perfect the pledge over such new account.
7.6 KYC and Regulatory Compliance (*KYC und regulatorische Compliance*)
(a) The Pledgor shall maintain current and accurate filings with the German Transparency Register (Transparenzregister) in accordance with the requirements of the GwG and shall promptly update such filings in the event of any change in the Pledgor's beneficial ownership structure.
(b) The Pledgor shall cooperate in a timely manner with any know-your-customer ("KYC"), anti-money laundering ("AML"), or counter-terrorist financing ("CTF") requests from the Pledgee, the Administrative Agent, the Collateral Agent, or any Lender participating in the EUR Sub-Tranche, and shall provide all documentation and information reasonably requested for such purposes, including certified copies of the Pledgor's articles of association, commercial register extracts, managing director identifications, and beneficial ownership declarations.
(c) The Pledgor shall comply in all material respects with all applicable laws and regulations relating to data protection, including the General Data Protection Regulation (EU) 2016/679 ("GDPR"), to the extent relevant to the transactions contemplated by this Agreement.
SECTION 8: RIGHTS OF THE PLEDGEE PRIOR TO ENFORCEMENT (*RECHTE DES PFANDGLÄUBIGERS VOR DER VERWERTUNG*)
8.1 Prior to the occurrence of an Enforcement Event, the Pledgee shall not exercise its enforcement or collection rights under the pledge, and the Pledgor shall be entitled to operate the Accounts in the ordinary course of business in accordance with Section 7.4(a).
8.2 Notwithstanding Section 8.1, the Pledgee shall at all times (whether or not an Enforcement Event has occurred) be entitled to:
(a) receive information from the Account Bank regarding the Accounts, including account statements, balance confirmations, and any other information that the Pledgee may reasonably request;
(b) request from the Account Bank written confirmation of the current balance of each Account at any time;
(c) receive notice from the Account Bank of any third-party attachments, enforcement measures, or other material events affecting the Accounts; and
(d) verify that the representations and warranties made by the Pledgor under Section 6 remain true and correct, and that the Pledgor is in compliance with its undertakings under Section 7.
8.3 The Account Bank hereby confirms that it will provide the information and confirmations described in Section 8.2 to the Pledgee upon request, without the need for any further authorization or instruction from the Pledgor.
SECTION 9: RELEASE OF PLEDGE (*FREIGABE*)
9.1 The pledge created under this Agreement shall be released (freigegeben) upon the full and irrevocable satisfaction (vollständige und unwiderrufliche Erfüllung) of all Secured Obligations (including the Parallel Debt) and the irrevocable termination or expiry of all commitments and other obligations under the Credit Agreement and all other Loan Documents (the "Release Conditions" or "Freigabebedingungen"). For the avoidance of doubt, the pledge shall not be released merely by reason of the Accounts having a zero balance at any time if any Secured Obligations remain outstanding or any commitments under the Credit Agreement remain in effect.
9.2 Upon satisfaction of the Release Conditions, the Pledgee shall, at the cost and expense of the Pledgor, execute and deliver such documents, instruments, and notices and take such actions as are reasonably necessary to evidence and effect the release of the pledge, including the issuance of a written notification to the Account Bank confirming that the pledge has been released and that the Account Bank is no longer bound by any restrictions or obligations arising from or in connection with this Agreement.
9.3 The Pledgee may, at its discretion and upon the written direction of the Required Lenders (as defined in the Credit Agreement), release individual Accounts from the pledge, provided that such release is consistent with the terms and conditions of the Credit Agreement, the Intercreditor Agreement, and the Security Purpose Agreement. Any such partial release shall be evidenced in writing and notified to the Account Bank. For the avoidance of doubt, no such partial release shall affect the continuing validity and enforceability of the pledge over the remaining Accounts and Pledged Claims.
SECTION 10: POWER OF ATTORNEY (*VOLLMACHT*)
10.1 The Pledgor hereby irrevocably authorizes (bevollmächtigt hiermit unwiderruflich) the Pledgee, upon the occurrence and during the continuance of an Enforcement Event, to:
(a) give instructions to the Account Bank regarding the Accounts, including instructions to freeze, block, or close any Account, to transfer funds from any Account, and to pay any amounts standing to the credit of any Account to the Pledgee or as the Pledgee may direct;
(b) collect (einziehen) all Pledged Claims in the name of the Pledgor or in the name of the Pledgee, as the Pledgee may determine;
(c) exercise all rights of the Pledgor in relation to the Accounts, including the right to request account statements, balance confirmations, and other information, and the right to terminate any Account;
(d) execute any documents, instruments, notices, or agreements on behalf of the Pledgor as may be necessary or desirable for the enforcement or realization of the pledge or for the protection of the Pledgee's rights hereunder; and
(e) take any other action that the Pledgee considers necessary or appropriate in connection with the enforcement of the pledge or the preservation of its rights under this Agreement.
10.2 This power of attorney is granted in the interest of the Pledgee (im Interesse des Bevollmächtigten) and is irrevocable (unwiderruflich) to the extent permitted by applicable law. It shall not be affected by and shall survive the legal incapacity (Geschäftsunfähigkeit), dissolution (Auflösung), or liquidation (Liquidation) of the Pledgor, to the maximum extent permitted by law. The power of attorney shall terminate upon the satisfaction of the Release Conditions as set out in Section 9.
10.3 The Pledgor undertakes not to revoke or restrict this power of attorney and not to grant any conflicting power of attorney to any third party in relation to the Accounts while any Secured Obligations remain outstanding.
SECTION 11: CONTINUATION AND INDEPENDENCE OF SECURITY (*FORTBESTAND UND UNABHÄNGIGKEIT DER SICHERHEIT*)
11.1 Continuing Security (*Fortlaufende Sicherheit*)
This pledge constitutes a continuing security (fortlaufende Sicherheit) for the due payment and performance of the Secured Obligations and shall not be discharged, reduced, or otherwise affected by any intermediate payment, repayment, settlement, or fluctuation in the balance of any Account or in the amount of the Secured Obligations outstanding from time to time. The pledge shall remain in full force and effect until the Release Conditions specified in Section 9 are fully and irrevocably satisfied.
11.2 Independence (*Unabhängigkeit*)
The pledge created under this Agreement is independent of, and in addition to, any other security granted or to be granted by the Pledgor, any other Loan Party, or any third party in connection with the Secured Obligations, including without limitation:
(a) the Land Charge (Grundschuld) over the Frankfurt Campus parcel;
(b) the Global Assignment of Receivables (Globalzession);
(c) the Security Transfer of Movable Assets (Sicherungsübereignung);
(d) the Share Pledge (Anteilsverpfändung) over 100% of the shares in Ironhaven Frankfurt GmbH; and
(e) any guarantees, indemnities, or other security interests granted under any Loan Document.
The Pledgee shall not be obligated to proceed against, exhaust, or enforce any other security or any claim against any other person before enforcing the pledge created hereunder. The Pledgee may enforce the pledge at any time following the occurrence of an Enforcement Event, regardless of whether any other security has been enforced, realized, or released, and regardless of whether any demand has been made on any other obligor.
11.3 Reinstatement (*Wiederaufleben*)
If any payment or distribution received by the Pledgee or any other Secured Party in respect of the Secured Obligations is subsequently set aside, avoided, declared void, rescinded, or clawed back (angefochten) pursuant to any applicable insolvency law (including Sections 129 through 147 of the Insolvency Code) or any other applicable law, or is required to be returned or repaid to the Pledgor, any trustee in insolvency (Insolvenzverwalter), or any other person, the pledge shall be reinstated (wieder aufleben) to the extent of such set-aside, avoidance, or clawback as if such payment or distribution had not been made. The Pledgor's obligations under this Agreement shall continue and survive any such event.
SECTION 12: LIMITATION ON ENFORCEMENT — CAPITAL MAINTENANCE (*KAPITALERHALTUNG*)
12.1 To the extent that enforcement of the pledge created under this Agreement would, if it results in a payment or distribution to the Pledgee or any other Secured Party, cause a violation of the capital maintenance rules (Kapitalerhaltungsvorschriften) under Sections 30 and 31 of the GmbHG — that is, to the extent that such enforcement would cause the Pledgor's net assets (Reinvermögen / Nettovermögen), determined on the basis of a balance sheet prepared in accordance with the principles of German commercial law (Handelsbilanz nach den Grundsätzen ordnungsgemäßer Buchführung), to fall below the amount of its registered share capital (Stammkapital) as registered with the commercial register of the Amtsgericht Frankfurt am Main — the enforcement of the pledge shall be limited to the amount by which the Pledgor's net assets exceed its registered share capital at the time of enforcement.
12.2 The limitation set forth in Section 12.1 shall apply only to the extent required by mandatory provisions of German law (zwingendes Recht) and shall be interpreted narrowly in order to preserve the validity, enforceability, and economic value of the pledge to the greatest extent possible. In determining the Pledgor's net assets for the purposes of this Section 12, the following adjustments shall be made:
(a) any increase in the Pledgor's net assets resulting from a revaluation of its assets to fair market value (Verkehrswert) shall be taken into account;
(b) any claims of the Pledgor against its direct or indirect shareholders for the repayment of upstream loans or similar intercompany claims shall be valued at their realizable value;
(c) any provisions (Rückstellungen) for contingent liabilities that, on a proper assessment, are unlikely to materialize shall be disregarded; and
(d) the Pledgor shall have the burden of demonstrating that the enforcement limitation applies and shall provide the Pledgee with a reasonably detailed computation of its net assets, certified by its auditors, within fifteen (15) business days of the Pledgee's request.
12.3 This Section 12 reflects the standard limitation language (Standardbeschränkungsklausel) for upstream and cross-stream security granted by a German GmbH, as customarily included in German secured financing transactions.
SECTION 13: COSTS AND EXPENSES (*KOSTEN UND AUSLAGEN*)
13.1 All costs, fees, and expenses incurred in connection with the preparation, negotiation, execution, perfection, registration, administration, and enforcement of this Agreement shall be borne exclusively by the Pledgor, including without limitation:
(a) legal fees and disbursements of counsel to the Pledgee and counsel to the Administrative Agent in connection with the preparation, negotiation, and review of this Agreement, including the fees of Blackthorn & Sundial Software (Frankfurt) as agent's German counsel;
(b) notarial fees (Notargebühren), if any, incurred in connection with any notarization or certification of signatures required under this Agreement or applicable law;
(c) any processing fees, administrative charges, or other costs charged by the Account Bank (NordBrücke AG) in connection with the acknowledgment and administration of the pledge;
(d) all costs of delivering notifications under this Agreement, including the Pledge Notification and any Enforcement Notice; and
(e) all stamp duties, registration fees, and similar taxes or governmental charges, if any, payable in connection with this Agreement.
13.2 The Pledgor shall reimburse the Pledgee on demand for all costs and expenses incurred by the Pledgee in connection with the enforcement, preservation, or protection of the pledge or the exercise of any rights or remedies under this Agreement, including legal fees, collection costs, and costs of court proceedings.
SECTION 14: NOTICES (*MITTEILUNGEN*)
14.1 All notices, requests, demands, consents, waivers, and other communications under this Agreement shall be in writing (which shall include electronic mail, provided that any enforcement notices under Section 5 shall also be sent by courier or registered mail) and shall be delivered to the respective Party at the following addresses:
Pledgor (*Verpfänder*):
Ironhaven Frankfurt GmbH Hanauer Landstraße 188 60314 Frankfurt am Main, Germany
Attention: Katarina Bremer, Managing Director
Email: k.bremer@ironhaven-fra.de
With a copy (which shall not constitute notice) to:
Jonathan Pryce-Williams General Counsel & Secretary Ironhaven Data Centers LLC 4500 Dominion Ridge Boulevard, Suite 300 Ashburn, Virginia 20147, United States of America
Email: j.pryce-williams@ironhavendc.com
Pledgee / Security Trustee (*Pfandgläubiger / Sicherheitentreuhänder*):
Pinnacle Trust Company, N.A. (London Branch) 101 Constitution Avenue NW Washington, D.C. 20001, United States of America
Attention: William Hargrove, Senior Vice President, Corporate Trust
Email: w.hargrove@pinnacletrust.com
Account Bank (*Kontoführende Bank*):
NordBrücke AG Neue Mainzer Straße 72 60311 Frankfurt am Main, Germany
Attention: Dr. Stefan Kleinhans, Head of Structured & Acquisition Finance
Email: s.kleinhans@nordbruecke.de
Borrower's Counsel (for information purposes only):
Calderwood & Harkness LLP 125 Broad Street New York, New York 10004, United States of America
Attention: Stephanie Okafor / Daniel Obi
Email: sokafor@calderwoodharkness.com / dobi@calderwoodharkness.com
Borrower's German Local Counsel (for information purposes only):
Wendt Falkenberg Rechtsanwälte PartG mbB Mainzer Landstraße 46 60325 Frankfurt am Main, Germany
Attention: Dr. Lukas Wendt / Julia Falkenberg
Email: l.wendt@wendtfalkenberg.de / j.falkenberg@wendtfalkenberg.de
Agent's Counsel (for information purposes only):
Blackthorn & Sundial Software (Frankfurt) Bockenheimer Landstraße 24 60323 Frankfurt am Main, Germany
Attention: Maximilian Roth
Email: m.roth@blackthornsage.com
14.2 Any notice delivered by hand or courier shall be deemed received upon delivery. Any notice sent by registered mail shall be deemed received on the third (3rd) business day following the date of posting. Any notice sent by electronic mail shall be deemed received upon confirmation of receipt by the recipient or, in the absence of such confirmation, on the next business day following the date of sending.
14.3 Any Party may change its address or contact details for the purposes of this Section 14 by giving written notice to the other Parties in accordance with this Section.
SECTION 15: GOVERNING LAW AND JURISDICTION (*ANWENDBARES RECHT UND GERICHTSSTAND*)
15.1 Governing Law (*Anwendbares Recht*)
This Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Germany, without regard to its conflict of laws principles to the extent such principles would result in the application of the laws of any other jurisdiction.
15.2 Jurisdiction (*Gerichtsstand*)
(a) The courts of Frankfurt am Main, Germany, shall have non-exclusive jurisdiction (nicht ausschließliche Zuständigkeit) over any disputes arising out of or in connection with this Agreement, including disputes regarding the existence, validity, interpretation, performance, breach, or termination of this Agreement.
(b) The submission to the jurisdiction of the courts of Frankfurt am Main is made for the benefit of the Pledgee. Accordingly, nothing in this Section 15.2 shall limit the right of the Pledgee to commence proceedings relating to any dispute in any other court of competent jurisdiction, nor shall the commencement of proceedings in any one or more jurisdictions preclude the commencement of proceedings in any other jurisdiction, whether concurrently or not, to the extent permitted by applicable law.
15.3 Service of Process (*Zustellung*)
(a) The Pledgor appoints Wendt Falkenberg Rechtsanwälte PartG mbB, Mainzer Landstraße 46, 60325 Frankfurt am Main, Germany, Attention: Dr. Lukas Wendt, as its process agent (Zustellungsbevollmächtigter) for service of process in any proceedings before the courts of Frankfurt am Main.
(b) The Pledgee may be served at the address set out in Section 14 above. The Pledgee's acceptance of service at such address shall not limit any right to effect service in any other manner permitted by applicable law.
(c) The designation of a process agent shall not affect any right to serve process in any other manner permitted by applicable law.
SECTION 1