1043-00001 · Ironhaven Holdings · Security Documents/Germany

german-global-assignment-receivables.docx DOCUMENT Finance & Banking

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GLOBALZESSION

(Global Assignment of Receivables)

Global Assignment Agreement (Globale Sicherungsabtretung von Forderungen)

dated May 15, 2024

between

Ironhaven Frankfurt GmbH a Gesellschaft mit beschränkter Haftung organized under the laws of the Federal Republic of Germany, with registered office at Hanauer Landstraße 188, 60314 Frankfurt am Main, Germany, registered with the commercial register (Handelsregister) of the Amtsgericht Frankfurt am Main under HRB 129457

(the "Assignor" / Zedentin)

— and —

Pinnacle Trust Company, N.A. a national trust company organized under the laws of the United States of America, acting through its London branch, with principal offices at 101 Constitution Avenue NW, Washington, D.C. 20001, in its capacity as Security Trustee (Sicherheitentreuhänder) for and on behalf of the Secured Parties under the Parallel Debt and Security Trust Agreement

(the "Security Trustee" / Sicherheitentreuhänder)

(the Assignor and the Security Trustee, each a "Party" and together the "Parties")

RECITALS (Präambel)

(A) Pursuant to that certain Senior Secured Term Loan B Credit Agreement dated as of May 15, 2024 (CUSIP: 46283LAA5) (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 Gesellschaft mit beschränkter Haftung organized under the laws of the Federal Republic of Germany (the "Co-Borrower" and herein the "Assignor"), Ironhaven Holdings Inc., a Delaware corporation (the "Parent Guarantor"), Crescent Harbor Bank, N.A., a national banking association, as Administrative Agent (the "Administrative Agent"), Pinnacle Trust Company, N.A., a national trust company, as Collateral Agent (the "Collateral Agent"), and the financial institutions from time to time party thereto as Lenders (the "Lenders"), the Lenders have agreed to make available to the Borrower and the Co-Borrower certain term loan facilities in an aggregate principal amount of $950,000,000 (Nine Hundred Fifty Million United States Dollars), including a EUR Sub-Tranche of €253,571,429 (Two Hundred Fifty-Three Million Five Hundred Seventy-One Thousand Four Hundred Twenty-Nine Euros) (equivalent to approximately $275,000,000 at the reference exchange rate of EUR/USD 1.0846).

(B) In connection with the Credit Agreement, the Assignor and the Security Trustee have entered into a German Parallel Debt and Security Trust Agreement (Sicherheitentreuhandvertrag) dated as of May 15, 2024 (as amended, restated, supplemented, or otherwise modified from time to time, the "Parallel Debt and Security Trust Agreement"), pursuant to which the Assignor has assumed a parallel debt obligation (Parallelschuld) in favor of the Security Trustee in an amount equal to the Assignor's obligations under the Credit Agreement and the other Finance Documents.

(C) In connection with the Credit Agreement, the Assignor and the Security Trustee have further entered into a German Security Purpose Agreement (Sicherungszweckerklärung) dated as of May 15, 2024 (as amended, restated, supplemented, or otherwise modified from time to time, the "Security Purpose Agreement"), which sets forth the security purpose (Sicherungszweck) underlying the security interests granted by the Assignor in favor of the Security Trustee.

(D) It is a condition precedent to the drawdown of the EUR Sub-Tranche under the Credit Agreement that the Assignor grant a global assignment of all present and future receivables (Globalzession) in favor of the Security Trustee to secure the Secured Obligations (as defined herein).

(E) The Assignor has agreed to assign all of its present and future receivables to the Security Trustee as security for the Secured Obligations on the terms and conditions set forth in this Agreement.

(F) This Agreement is executed in the German language. An English convenience translation is provided solely for the reference of the Parties and their advisors. In the event of any discrepancy, conflict, or ambiguity between the German-language version and the English-language translation, the German-language version shall prevail in all respects.

NOW, THEREFORE, the Parties agree as follows (Die Parteien vereinbaren daher Folgendes):

Section 1: Definitions and Interpretation (*Definitionen und Auslegung*)

1.1 Definitions (*Begriffsbestimmungen*)

In this Agreement, the following terms shall have the meanings set forth below:

"Assigned Receivables" (Abgetretene Forderungen) means all present and future receivables of the Assignor against any and all third-party debtors (Drittschuldner), whether such receivables arise from or are in connection with the Assignor's business operations (Geschäftsbetrieb), including but not limited to each of the following categories of receivables:

(a) receivables arising from colocation agreements, wholesale hosting agreements, managed hosting agreements, interconnection agreements, and any and all other data center services agreements entered into by the Assignor in the ordinary course of its business;

(b) receivables arising under or in connection with the pre-lease letter of intent dated March 8, 2024, entered into between the Assignor and Euronova Digital GmbH (a Gesellschaft mit beschränkter Haftung organized under the laws of Germany, with registered office in Berlin, Germany) in respect of 20 MW of critical IT load capacity at the Frankfurt campus, providing for annual rent of €9,800,000 (Nine Million Eight Hundred Thousand Euros) over a 7-year initial term, together with any definitive lease agreement (Mietvertrag) or other agreement executed in replacement thereof or in addition thereto;

(c) trade receivables (Handelsforderungen) arising in the ordinary course of the Assignor's business, including receivables for data center services, connectivity, power supply, and ancillary services;

(d) insurance receivables (Versicherungsansprüche), including claims under property insurance, business interruption insurance, liability insurance, and any other insurance policies maintained by or for the benefit of the Assignor;

(e) intercompany receivables from affiliates of the Assignor, including without limitation any on-lending receivable (Weiterleitungsforderung) from Ironhaven Data Centers LLC to the Assignor or from the Assignor to Ironhaven Data Centers LLC, and any receivable arising from intercompany service agreements, cost-sharing arrangements, or management fee agreements;

(f) tax refund claims (Steuererstattungsansprüche), including claims for refunds of value-added tax (Umsatzsteuer) (USt-IdNr.: DE347891205), corporate income tax (Körperschaftsteuer), trade tax (Gewerbesteuer), and any other taxes;

(g) claims arising under construction contracts (Bauverträge), including warranty claims (Gewährleistungsansprüche), claims for defective performance, claims for damages, and claims for contractual penalties;

(h) claims under bank accounts maintained by the Assignor, to the extent such claims are not separately pledged under the German Account Pledge Agreement (Kontoverpfändung) dated as of May 15, 2024, between the Assignor and the Security Trustee; and

(i) any other receivable, claim, or right to payment of the Assignor against any third party, howsoever arising, whether contractual, statutory, tortious, or otherwise.

"Closing Date" means June 3, 2024, or such other date as the initial borrowing occurs under the Credit Agreement.

"Credit Agreement" means the Senior Secured Term Loan B Credit Agreement dated as of May 15, 2024, 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), Pinnacle Trust Company, N.A. (as Collateral Agent), and the Lenders from time to time party thereto, providing for aggregate commitments in the amount of $950,000,000, including the EUR Sub-Tranche of €253,571,429 (equivalent to approximately $275,000,000 at EUR/USD 1.0846), as such agreement may be amended, restated, supplemented, replaced, refinanced, or otherwise modified from time to time.

"Event of Default" has the meaning assigned to such term in the Credit Agreement.

"Finance Documents" has the meaning assigned to such term in the Credit Agreement and includes, for the avoidance of doubt, this Agreement, the Security Purpose Agreement, the Parallel Debt and Security Trust Agreement, the German Account Pledge Agreement, the German Security Transfer of Movable Assets Agreement (Sicherungsübereignungsvertrag), the German Share Pledge Agreement (Anteilsverpfändungsvertrag), the German Land Charge (Grundschuld) instruments, and each other document designated as a "Finance Document" under the Credit Agreement.

"German Security Documents" means, collectively, this Agreement, the Security Purpose Agreement, the Parallel Debt and Security Trust Agreement, the German Account Pledge Agreement (Kontoverpfändung), the German Security Transfer of Movable Assets Agreement (Sicherungsübereignungsvertrag), the German Share Pledge Agreement (Anteilsverpfändungsvertrag), and any other security document governed by German law entered into by the Assignor in connection with the Credit Agreement.

"Intercreditor Agreement" means the First Lien / Super-Senior Intercreditor Agreement dated as of May 15, 2024, among Ironhaven Data Centers LLC, Ironhaven Frankfurt GmbH, Ironhaven Holdings Inc., Crescent Harbor Bank, N.A. (in its capacity as Term Loan Agent and Revolver Agent), and Pinnacle Trust Company, N.A. (as Security Trustee), as the same may be amended, restated, supplemented, or otherwise modified from time to time.

"Parallel Debt" means the independent abstract payment obligation (selbständiges abstraktes Schuldversprechen) of the Assignor in favor of the Security Trustee created pursuant to the Parallel Debt and Security Trust Agreement, in an amount equal at all times to the aggregate amount of the Assignor's obligations under the Credit Agreement and the other Finance Documents.

"Receivables List" means the list of Assigned Receivables delivered by the Assignor to the Security Trustee in the form of Schedule 2 to this Agreement, as updated from time to time in accordance with Section 7.1.

"Secured Obligations" (Gesicherte Verbindlichkeiten) has the meaning assigned to such term in the Security Purpose Agreement and includes, without limitation, all present and future, actual and contingent, monetary and non-monetary obligations of the Assignor under or in connection with the Credit Agreement, the Parallel Debt, the Finance Documents, and all related agreements, including obligations in respect of principal, interest (including default interest), fees, costs, expenses, indemnification payments, breakage costs, and any other amounts payable thereunder.

"Secured Parties" (Gesicherte Parteien) means, collectively:

(a) the Administrative Agent, being Crescent Harbor Bank, N.A.;

(b) the Security Trustee, being Pinnacle Trust Company, N.A.;

(d) the Lenders, being:

(i) Crescent Harbor Bank, N.A. — commitment of $200,000,000;

(ii) Ridgeline National Bank — commitment of $175,000,000;

(iii) Marlowe Asset Management Meridian Capital, LLC — commitment of $150,000,000;

(iv) Atlas Peak Credit Partners, LP — commitment of $125,000,000;

(v) NordBrücke AG — commitment of $150,000,000 (allocated entirely to the EUR Sub-Tranche / Frankfurt sub-tranche);

(vi) Pacific Rim Institutional Lending Corp. — commitment of $75,000,000; and

(vii) Osprey Insurance Capital, Ltd. — commitment of $75,000,000,

together with their respective successors, assigns, and transferees, as such commitments may be increased, reduced, or reallocated in accordance with the Credit Agreement.

"Security Purpose Agreement" means the German Security Purpose Agreement (Sicherungszweckerklärung) dated as of May 15, 2024, between the Assignor and the Security Trustee, as amended, restated, supplemented, or otherwise modified from time to time.

"Security Trustee" means Pinnacle Trust Company, N.A., a national trust company organized under the laws of the United States of America, acting through its London branch, in its capacity as security trustee (Sicherheitentreuhänder) for and on behalf of the Secured Parties pursuant to the Parallel Debt and Security Trust Agreement.

All other capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings assigned to such terms in the Credit Agreement, and such definitions are hereby incorporated by reference into this Agreement as if set forth in full herein. In the event of a conflict between a definition in this Agreement and a definition in the Credit Agreement, the definition in this Agreement shall prevail to the extent relating to German-law concepts, and the definition in the Credit Agreement shall prevail in all other cases.

1.2 Interpretation (*Auslegungsregeln*)

In this Agreement, unless the context otherwise requires:

(a) references to any statutory provision (Gesetzesvorschrift) shall be deemed to include references to such provision as amended, re-enacted, or replaced from time to time, and to any subordinate legislation, regulation, or other instrument made under or pursuant to such provision;

(b) the words "including," "includes," and "include" shall mean "including but not limited to" (einschließlich, aber nicht beschränkt auf);

(c) where this Agreement uses German-language legal terms (Rechtsbegriffe), such terms shall prevail in the interpretation of German-law concepts, and the English-language terms used alongside them are for convenience of reference only;

(d) references to the Assignor's "business operations" (Geschäftsbetrieb) shall encompass all present and future commercial, operational, administrative, and ancillary activities of Ironhaven Frankfurt GmbH, including, without limitation, all activities conducted at or in connection with the Frankfurt campus located at Hanauer Landstraße 188, 60314 Frankfurt am Main, Germany (registered in the Land Register (Grundbuch) of Frankfurt am Main-Ost, Blatt 54321, Flur 12, Flurstück 789, comprising approximately 18.7 hectares), and all activities conducted by the Assignor at any other location;

(e) references to "writing" or "written" include communication by letter, fax, or email (with PDF attachment), unless a specific form requirement under German law applies (in particular the written form requirement pursuant to § 126 BGB);

(f) headings and sub-headings are inserted for convenience of reference only and shall not affect the construction or interpretation of this Agreement;

(g) references to "Sections," "Schedules," and "Annexes" are references to sections of, and schedules and annexes to, this Agreement, unless otherwise specified; and

(h) references to any Party include references to such Party's successors and permitted assigns.

Section 2: Assignment (*Abtretung*)

2.1 Global Assignment (*Globalabtretung*)

The Assignor hereby assigns (tritt hiermit ab) to the Security Trustee, and the Security Trustee hereby accepts (nimmt hiermit an) such assignment of, all present and future Assigned Receivables, as defined in Section 1.1 above.

The assignment pursuant to this Section 2.1 is made as a security assignment (Sicherungsabtretung) for the purpose of securing the Secured Obligations as defined in, and subject to, the Security Purpose Agreement. The Assignor and the Security Trustee agree that this assignment creates a non-accessory (nicht-akzessorisch) security right in favor of the Security Trustee, which is linked to the Secured Obligations solely through the Security Purpose Agreement.

The assignment made hereunder encompasses all Assigned Receivables existing as of the date of this Agreement and all Assigned Receivables arising at any time in the future during the term of this Agreement, regardless of the legal basis on which such receivables arise and regardless of the identity of the respective debtor (Drittschuldner).

For the avoidance of doubt, all future receivables (zukünftige Forderungen) falling within the scope of the Assigned Receivables are assigned in advance (Vorausabtretung). Such advance assignment shall take effect automatically upon the relevant receivable coming into existence (Entstehen der Forderung), without the requirement of any further act, declaration, agreement, or notification by any Party. The Assignor acknowledges that this advance assignment creates a present, immediate disposition (gegenwärtige Verfügung) in respect of future receivables, with the legal effect of such disposition being suspended only until the relevant receivable comes into existence.

The Parties acknowledge that this global assignment (Globalzession) is sufficiently determined (hinreichend bestimmt) within the meaning of German law, insofar as it assigns all receivables of the Assignor arising from or in connection with its business operations, and the scope of the assigned receivables can be ascertained by reference to the categories set forth in the definition of "Assigned Receivables" in Section 1.1 and the Receivables Lists to be delivered pursuant to Section 7.1.

2.2 Scope of Assignment (*Umfang der Abtretung*)

Each Assigned Receivable is assigned to the Security Trustee together with all ancillary rights (Nebenrechte), accessory security rights (akzessorische Sicherungsrechte), and related claims, including without limitation:

(a) all rights to interest (Zinsen), including contractual interest, default interest (Verzugszinsen), and statutory interest under §§ 286, 288 BGB;

(b) all rights to late payment penalties (Verspätungszuschläge), liquidated damages (Vertragsstrafen), and claims for damages (Schadensersatzansprüche) arising from the underlying legal relationships;

(c) all rights under guarantees (Bürgschaften), suretyships (Garantien), letters of comfort (Patronatserklärungen), or other personal security granted by or on behalf of the respective debtors in connection with the Assigned Receivables;

(d) all rights of retention (Zurückbehaltungsrechte) and rights of set-off (Aufrechnungsrechte) accruing to the Assignor against the respective debtors;

(e) all rights arising under reservation of title arrangements (Eigentumsvorbehaltsvereinbarungen), including extended and enlarged reservation of title;

(f) all insurance claims (Versicherungsansprüche) related to the Assigned Receivables, including claims under credit insurance, trade credit insurance, and any other insurance policies insuring the collectibility or recoverability of the Assigned Receivables;

(g) all claims arising from bills of exchange (Wechsel), promissory notes (Schuldscheine), and other instruments evidencing or securing the Assigned Receivables; and

(h) all rights to information and documentation from the respective debtors relating to the Assigned Receivables.

The assignment hereunder extends to partial receivables (Teilforderungen), conditional receivables (bedingte Forderungen), and time-limited receivables (befristete Forderungen) falling within the scope of the Assigned Receivables. Furthermore, the assignment encompasses all claims for unjust enrichment (ungerechtfertigte Bereicherung, §§ 812 ff. BGB) and claims under the rules of agency without authority (Geschäftsführung ohne Auftrag, §§ 677 ff. BGB) arising from or in connection with the underlying legal relationships giving rise to the Assigned Receivables.

2.3 Priority (*Rang*)

The Assignor represents and warrants to the Security Trustee that, as of the date of this Agreement, the Assigned Receivables are free and clear of any prior assignment (Abtretung), sub-participation, pledge (Pfandrecht), attachment (Pfändung), lien, encumbrance, or other third-party right, except as expressly permitted under the Credit Agreement (including permitted liens and encumbrances specified therein).

This assignment is intended to, and does, create a first-priority security assignment (erstrangige Sicherungsabtretung) in favor of the Security Trustee for the benefit of the Secured Parties. The Assignor shall not create, permit to exist, or suffer to be created any prior-ranking or pari passu-ranking assignment, pledge, or other encumbrance over any of the Assigned Receivables without the prior written consent of the Security Trustee (acting on the instructions of the Required Lenders under the Credit Agreement), except as expressly permitted under the Credit Agreement.

The Parties acknowledge and agree that the priority and enforcement of this assignment in relation to other security interests held by the Secured Parties shall be subject to and governed by the intercreditor provisions set forth in the First Lien / Super-Senior Intercreditor Agreement dated as of May 15, 2024, among Ironhaven Data Centers LLC, Ironhaven Frankfurt GmbH, Ironhaven Holdings Inc., Crescent Harbor Bank, N.A. (in its capacity as Term Loan Agent and Revolver Agent), and Pinnacle Trust Company, N.A. (as Security Trustee). To the extent that the Intercreditor Agreement imposes limitations on the exercise of rights under this Agreement, such limitations shall apply and the Security Trustee shall comply therewith.

Section 3: Security Purpose (*Sicherungszweck*)

3.1 Relationship to Security Purpose Agreement

The assignment of Assigned Receivables pursuant to Section 2 of this Agreement secures all Secured Obligations as defined in the Security Purpose Agreement (Sicherungszweckerklärung) dated as of May 15, 2024. The scope of the security purpose (Sicherungszweck) is determined exclusively by the Security Purpose Agreement, and any modification to the security purpose shall require an amendment to the Security Purpose Agreement in accordance with its terms.

The Parties acknowledge that the security purpose underlying this assignment is accessory (akzessorisch) to the Parallel Debt (Parallelschuld) created under the German Parallel Debt and Security Trust Agreement dated as of May 15, 2024. The Security Trustee holds the Assigned Receivables as security trustee (Sicherheitentreuhänder) on a trust basis (treuhänderisch) for the benefit of the Secured Parties. The relationship between the Security Trustee's own claims under the Parallel Debt and the claims of the individual Secured Parties under the Credit Agreement is governed by the Parallel Debt and Security Trust Agreement.

Upon the full, final, and irrevocable discharge of all Secured Obligations (including the Parallel Debt and all contingent obligations), the security purpose shall cease to exist, and the Security Trustee shall reassign (rückabtreten) the Assigned Receivables to the Assignor in accordance with Section 10 of this Agreement.

3.2 Over-Collateralization (*Übersicherung*)

The Parties agree that the Security Trustee shall not be entitled to retain security in excess of the value reasonably required to secure the Secured Obligations. Accordingly, if at any time the aggregate realizable value of all security interests granted by the Assignor in favor of the Security Trustee (including, without limitation, the assignment under this Agreement, the German Land Charge, the German Account Pledge, the German Security Transfer of Movable Assets, and the German Share Pledge) exceeds one hundred and ten percent (110%) of the aggregate outstanding amount of the Secured Obligations (as reasonably determined by the Security Trustee in consultation with the Administrative Agent), the Security Trustee shall, upon written request of the Assignor, release such security as the Security Trustee may select in its reasonable discretion (nach billigem Ermessen) so as to reduce the aggregate value of all security to not more than one hundred and ten percent (110%) of the aggregate outstanding Secured Obligations.

The determination of "realizable value" (Verwertungswert) of any security shall be made by the Security Trustee in good faith, taking into account market conditions, the nature and liquidity of the relevant collateral, and the costs of enforcement. Any dispute regarding the realizable value of security or the application of this Section 3.2 shall be resolved in accordance with Section 12.2 (Jurisdiction) of this Agreement.

For the avoidance of doubt, this Section 3.2 shall apply only after the occurrence and continuance of a demand by the Assignor and shall not impose an ongoing obligation on the Security Trustee to monitor the ratio of security to Secured Obligations in the absence of such a demand.

Section 4: Collection Authority (*Einziehungsermächtigung*)

4.1 Revocable Collection Authority

Notwithstanding the assignment of the Assigned Receivables to the Security Trustee pursuant to Section 2, the Assignor is hereby authorized and permitted to continue to collect the Assigned Receivables in the ordinary course of its business (im gewöhnlichen Geschäftsbetrieb) (the "Collection Authority" / Einziehungsermächtigung). The Collection Authority granted under this Section 4.1 is revocable and may be revoked by the Security Trustee in accordance with Section 4.2 below.

While the Collection Authority is in effect, the Assignor shall apply the proceeds of collection of the Assigned Receivables to its business operations in the ordinary course or, as required under the Credit Agreement, deposit such proceeds into accounts pledged to the Security Trustee under the German Account Pledge Agreement (Kontoverpfändung) dated as of May 15, 2024. In particular, and without limiting the generality of the foregoing, all proceeds of Assigned Receivables denominated in Euros shall be deposited into the collection accounts maintained with NordBrücke AG at Neue Mainzer Straße 72, 60311 Frankfurt am Main, Germany, as more specifically identified in Schedule 5 to this Agreement. The Assignor shall ensure that no proceeds of Assigned Receivables are deposited into any account that is not subject to a first-priority pledge in favor of the Security Trustee, except as expressly permitted under the Credit Agreement.

The Collection Authority does not confer upon the Assignor any ownership or beneficial interest in the Assigned Receivables; the Assignor collects the Assigned Receivables as agent (als Bevollmächtigte) of the Security Trustee and is obligated to account for and segregate such proceeds as may be required by the Security Trustee.

4.2 Revocation of Collection Authority

The Security Trustee may revoke the Collection Authority granted under Section 4.1, in whole or in part, by written notice (schriftliche Mitteilung) to the Assignor, at any time upon the occurrence and during the continuance of any of the following events:

(a) an Event of Default (as defined in the Credit Agreement), regardless of whether the Administrative Agent or the Required Lenders have directed enforcement under the Credit Agreement;

(b) a material deterioration in the financial condition of the Assignor, as reasonably determined by the Security Trustee (acting on the instructions of the Required Lenders), including without limitation a decline in the Assignor's debt service coverage ratio below 1.10:1.00, a breach of any financial covenant in the Credit Agreement, or the occurrence of circumstances indicating that the Assignor may not be able to meet its payment obligations as they fall due;

(c) a breach by the Assignor of any material obligation under this Agreement, which breach has not been cured within any applicable grace or cure period; or

(d) the filing of an application for the opening of insolvency proceedings (Insolvenzverfahren) in respect of the Assignor, whether by the Assignor itself or by any third party, or the occurrence of any circumstances constituting grounds for opening insolvency proceedings under §§ 16–19 InsO (inability to pay debts, imminent inability to pay debts, or over-indebtedness).

Upon receipt of a notice of revocation from the Security Trustee, the Assignor shall immediately cease all collection activities in respect of the Assigned Receivables and shall promptly (and in any event within five (5) business days) notify all debtors (Drittschuldner) of the assignment in accordance with the instructions of the Security Trustee, using the form of notification letter attached as Schedule 3 to this Agreement.

Revocation of the Collection Authority shall take effect upon receipt of the revocation notice by the Assignor (or, if sent by registered mail, on the third business day following dispatch). The revocation shall remain in effect until the Security Trustee, in its sole discretion, provides written notice to the Assignor reinstating the Collection Authority.

4.3 Direct Collection by Security Trustee

Following revocation of the Collection Authority pursuant to Section 4.2, the Security Trustee shall be entitled to collect the Assigned Receivables directly from the respective debtors, including by:

(a) issuing collection notices (Abtretungsanzeigen) to the debtors in its own name and on its own behalf, directing payment to accounts designated by the Security Trustee;

(b) negotiating, agreeing upon, and accepting payment plans, settlements, or compromises with debtors in respect of the Assigned Receivables;

(c) instructing the Assignor to endorse or assign to the Security Trustee any instruments (including bills of exchange or promissory notes) evidencing the Assigned Receivables;

(d) commencing legal proceedings (gerichtliche Maßnahmen) against debtors for the recovery of the Assigned Receivables, in the name of the Security Trustee or, if necessary, in the name of the Assignor; and

(e) exercising any and all other rights available to the Security Trustee as assignee of the Assigned Receivables under applicable law.

The Assignor shall cooperate fully with the Security Trustee in connection with the direct collection of the Assigned Receivables, including by providing to the Security Trustee, within five (5) business days of a written request therefor, all debtor contact information, complete copies of all underlying contracts and invoices, account statements, correspondence with debtors, and any other documents or information reasonably requested by the Security Trustee. The Assignor shall, at its own cost and expense, provide such further assistance as the Security Trustee may reasonably require.

Section 5: Notification of Debtors (*Anzeige an Drittschuldner*)

5.1 Silent Assignment (*Stille Zession*)

The Parties agree that the assignment effected under this Agreement is initially structured as a silent assignment (stille Zession). Accordingly, the Assignor shall not notify any debtor (Drittschuldner) of the assignment of any Assigned Receivable unless:

(a) the Assignor has been instructed to do so by the Security Trustee in writing; or

(b) such notification is required by applicable law or regulation, or by order of a court or regulatory authority of competent jurisdiction.

In order to facilitate prompt notification in the event that disclosure becomes necessary or is required, the Assignor has prepared notification letters addressed to each debtor listed on the initial Receivables List, in the form attached hereto as Schedule 3 (Form of Debtor Notification / Formular Abtretungsanzeige). Such notification letters have been signed by the Assignor and delivered to the Security Trustee on or prior to the date of this Agreement. The Security Trustee shall hold such notification letters in escrow and shall be entitled to dispatch them to the relevant debtors at any time upon and following revocation of the Collection Authority pursuant to Section 4.2, without further consent or action of the Assignor.

5.2 Duty to Notify

Upon instruction by the Security Trustee following the occurrence and during the continuance of an Event of Default, the Assignor shall, within five (5) business days of receipt of such instruction, prepare and dispatch notification letters to all debtors identified on the most recently delivered Receivables List (Forderungsliste), using the form of notification letter set forth in Schedule 3 or such other form as the Security Trustee may reasonably prescribe. Each notification letter shall:

(a) inform the relevant debtor that the receivable owed to the Assignor has been assigned to Pinnacle Trust Company, N.A., acting in its capacity as Security Trustee;

(b) instruct the debtor to make all future payments in respect of the assigned receivable exclusively to accounts designated by the Security Trustee;

(c) request the debtor to acknowledge receipt of the notification and to confirm the outstanding amount of the receivable; and

(d) include a copy of this Agreement (or relevant extracts thereof) as evidence of the assignment, if so requested by the Security Trustee.

The Assignor shall provide the Security Trustee with copies of all dispatched notification letters and any acknowledgments received from debtors within two (2) business days of receipt thereof. If the Assignor fails to comply with its obligations under this Section 5.2 within the prescribed time period, the Security Trustee shall be entitled (but not obligated) to dispatch the notification letters held in escrow pursuant to Section 5.1, or to issue its own notification letters to the debtors, and the Assignor hereby irrevocably consents to such dispatch.

Section 6: Representations and Warranties (*Zusicherungen und Gewährleistungen*)

The Assignor hereby represents and warrants (sichert zu und gewährleistet) to the Security Trustee as follows, as of the date of this Agreement and (unless a representation expressly speaks as of a specific date) as of the Closing Date:

6.1 Corporate Capacity

The Assignor is a Gesellschaft mit beschränkter Haftung (GmbH) duly organized, validly existing, and in good standing under the laws of the Federal Republic of Germany. The Assignor is duly registered with the commercial register (Handelsregister) of the Amtsgericht Frankfurt am Main under registration number HRB 129457, and maintains its registered office (Sitz) at Hanauer Landstraße 188, 60314 Frankfurt am Main, Germany.

The Assignor has the corporate power and authority to own its assets, carry on its business, and execute, deliver, and perform its obligations under this Agreement and the other German Security Documents to which it is a party. The execution, delivery, and performance of this Agreement have been duly authorized by all necessary corporate action of the Assignor.

The managing directors (Geschäftsführer) of the Assignor, being Marcus Delaine and Katarina Bremer, are duly authorized to execute this Agreement on behalf of the Assignor. Such authorization has been confirmed by shareholder resolutions (Gesellschafterbeschlüsse) of Ironhaven Data Centers LLC (as the sole quotaholder (alleiniger Gesellschafter) of the Assignor), copies of which have been provided to the Security Trustee.

The Assignor's German tax identification number (Steuernummer) is 045/127/98321, and its VAT identification number (Umsatzsteuer-Identifikationsnummer) is DE347891205.

6.2 Validity of Receivables

All Assigned Receivables listed on Schedule 1 (Initial Receivables List) as of the date hereof are, to the best knowledge of the Assignor after due inquiry, valid, legally binding, and enforceable against the respective debtors in accordance with their respective terms. The Assignor has performed, or is performing, all of its material obligations under the underlying contracts giving rise to such Assigned Receivables, and no event has occurred that would entitle any debtor to refuse payment or to assert a material defense, set-off, counterclaim, or other right of withholding.

No Assigned Receivable listed on Schedule 1 is, as of the date hereof, subject to any dispute, litigation, arbitration, or administrative proceeding known to the Assignor, other than as specifically disclosed in the column "Known Defenses/Disputes" of Schedule 1.

6.3 No Prior Assignment

The Assignor has not previously assigned, pledged, sub-participated, or otherwise encumbered or disposed of any of the Assigned Receivables, and no other person holds any right, title, or interest (whether legal or equitable, present or contingent) in or to any of the Assigned Receivables, except as:

(a) disclosed in writing to the Security Trustee prior to the date of this Agreement; and

(b) expressly permitted under the Credit Agreement (including any permitted liens described therein).

No financing statement, registration, or equivalent filing has been made or exists in respect of the Assigned Receivables other than in favor of the Security Trustee or as otherwise permitted under the Credit Agreement.

6.4 No Prohibition on Assignment

The underlying contracts, agreements, and arrangements giving rise to the Assigned Receivables do not, as of the date hereof, contain any assignment prohibition (Abtretungsverbot) within the meaning of § 399 of the German Civil Code (Bürgerliches Gesetzbuch — BGB) that would render the assignment under this Agreement invalid or unenforceable. To the extent that any such assignment prohibition exists in any underlying contract, the Assignor represents that:

(a) such prohibition is ineffective (unwirksam) with respect to the assignment of the relevant receivable pursuant to § 354a of the German Commercial Code (Handelsgesetzbuch — HGB), as the underlying transaction constitutes a commercial transaction (Handelsgeschäft) between merchants (Kaufleute); or

(b) the relevant debtor has waived or consented to the assignment, and evidence of such waiver or consent has been provided to the Security Trustee.

The Assignor shall use commercially reasonable efforts to ensure that all future contracts entered into by the Assignor do not contain assignment restrictions or prohibitions, or, where such restrictions cannot reasonably be avoided, that they include express carve-outs permitting the assignment of receivables for security purposes in favor of the Security Trustee.

6.5 Sanctions and Anti-Money Laundering Compliance

The Assignor represents and warrants that:

(a) neither the Assignor nor any of its directors, officers, employees, or agents is a person designated on, or owned or controlled by a person designated on, any sanctions list maintained by the United States Department of the Treasury, Office of Foreign Assets Control (the OFAC Specially Designated Nationals and blocked Persons List (SDN List) and the Sectoral Sanctions Identifications List (SSI List)), the European Union (including lists pursuant to Council Regulation (EU) No 269/2014, as amended), the United Kingdom (Her Majesty's Treasury / Office of Financial Sanctions Implementation (OFSI)), or any other relevant sanctions authority;

(b) the Assignor is in compliance with all applicable anti-money laundering laws and regulations, including the German Anti-Money Laundering Act (Geldwäschegesetz — GwG), the Fourth and Fifth EU Anti-Money Laundering Directives (Directives 2015/849 and 2018/843), and the US Bank Secrecy Act (to the extent applicable);

(c) the Assignor has duly filed its beneficial ownership information (Angaben zum wirtschaftlich Berechtigten) with the German Transparency Register (Transparenzregister) in accordance with the requirements of the GwG; and

(d) to the best knowledge of the Assignor, after having conducted commercially reasonable due diligence, none of the debtors (Drittschuldner) owing Assigned Receivables to the Assignor is a Sanctioned Person or is located, organized, or resident in a country or territory that is the target of comprehensive sanctions imposed by any of the authorities referenced in sub-paragraph (a) above.

6.6 Tax Matters

The Assignor represents and warrants that:

(a) the Assignor's German tax identification number (Steuernummer) is 045/127/98321 and its VAT identification number (Umsatzsteuer-Identifikationsnummer) is DE347891205;

(b) the Assignor has timely filed all German tax returns (Steuererklärungen) required to be filed as of the date hereof, including corporate income tax (Körperschaftsteuererklärung), trade tax (Gewerbesteuererklärung), and value-added tax returns (Umsatzsteuererklärung);

(c) the Assignor is not aware of any material outstanding tax liabilities, assessments, or claims by any German tax authority (Finanzbehörde) that would constitute a prior statutory claim (gesetzliches Pfandrecht) or priority claim on the Assigned Receivables or the proceeds thereof; and

(d) no tax lien, attachment, or similar claim has been asserted by any tax authority against the Assigned Receivables.

Section 7: Covenants (*Verpflichtungen*)

The Assignor hereby covenants and undertakes (verpflichtet sich hiermit) in favor of the Security Trustee as follows:

7.1 Receivables List (*Forderungsliste*)

The Assignor shall deliver to the Security Trustee a complete and accurate list of all Assigned Receivables (the "Receivables List" / Forderungsliste) in the form set forth in Schedule 2 (Form of Updated Receivables List) to this Agreement:

(a) an initial Receivables List as of the Closing Date (June 3, 2024), to be delivered no later than five (5) business days after the Closing Date; and

(b) updated Receivables Lists on a quarterly basis, within thirty (30) days after the end of each fiscal quarter of the Assignor (i.e., within thirty (30) days after March 31, June 30, September 30, and December 31 of each year during the term of this Agreement).

Each Receivables List shall identify, with respect to each Assigned Receivable, the following information:

(i) the name and address of the debtor (Drittschuldner);

(ii) the contract or invoice reference number;

(iii) the currency of the receivable;

(iv) the outstanding principal amount of the receivable (in the original currency and, if denominated in a currency other than EUR, the EUR equivalent at the exchange rate prevailing on the date of the Receivables List);

(v) the due date of the receivable;

(vi) the current status of the receivable (e.g., current, overdue, disputed, written off); and

(vii) a description of any known defenses, set-off rights, counterclaims, or disputes in respect of the receivable.

The Assignor shall certify each Receivables List through a written declaration signed by a managing director (Geschäftsführer) of the Assignor, confirming the completeness and accuracy of the information contained therein.

7.2 Notice of Material Events

The Assignor shall promptly (and in any event within five (5) business days of becoming aware thereof) notify the Security Trustee in writing of any of the following events:

(a) any dispute, defense, counterclaim, or set-off right raised by any debtor in respect of an Assigned Receivable with a value in excess of €250,000 (Two Hundred Fifty Thousand Euros);

(b) the insolvency, threatened insolvency, or filing for insolvency proceedings (Insolvenzantrag) of any debtor owing Assigned Receivables to the Assignor, to the extent known to the Assignor;

(c) any assertion by a debtor that an assignment prohibition (Abtretungsverbot) under the relevant underlying contract prevents or limits the assignment of the receivable;

(d) any attachment (Pfändung), garnishment (Drittschuldnerpfändung), or seizure of an Assigned Receivable by any third party, including by any tax authority or court;

(e) any material change in the terms of an underlying contract that gives rise to an Assigned Receivable with a value in excess of €250,000, including any amendment, extension, termination, or restructuring of such contract; and

(f) any event that could reasonably be expected to have a material adverse effect on the collectibility or enforceability of any Assigned Receivable with a value in excess of €250,000.

7.3 Preservation of Receivables

The Assignor shall manage and service the Assigned Receivables with the diligence of a prudent businessperson (Sorgfalt eines ordentlichen Kaufmanns) pursuant to § 347 HGB, and shall take all measures reasonably necessary or advisable to preserve the value, validity, and enforceability of the Assigned Receivables.

Without the prior written consent of the Security Trustee, the Assignor shall not:

(a) amend, waive, release, forgive, or otherwise modify the terms of any Assigned Receivable with a value exceeding €100,000 (One Hundred Thousand Euros);

(b) agree to any set-off (Aufrechnung), netting (Verrechnung), or reduction arrangement in respect of Assigned Receivables, except in the ordinary course of business for amounts not exceeding €50,000 (Fifty Thousand Euros) per individual transaction;

(c) grant any extension of time for payment to any debtor in respect of an Assigned Receivable with a value exceeding €100,000, except in the ordinary course of business and for a period not exceeding thirty (30) days;

(d) commence or settle any legal proceedings in respect of any Assigned Receivable with a value exceeding €250,000; or

(e) take any action, or fail to take any action, that would reasonably be expected to impair, diminish, or jeopardize the value of the Assigned Receivables or the rights of the Security Trustee hereunder.

7.4 Insurance. To the extent that insurance receivables (Versicherungsansprüche) form part of the Assigned Receivables, the Assignor shall maintain all insurance policies from which such receivables may arise in full force and effect in accordance with the requirements of the Credit Agreement and as confirmed by Calloway & Strand Insurance Brokers, Inc. (the insurance advisor to the Borrower Group). The Assignor shall promptly provide the Security Trustee with copies of all insurance policies, certificates, and endorsements upon request, and shall notify the Security Trustee of any material change in insurance coverage.

7.5 Records and Inspection

The Assignor shall maintain complete and accurate books and records (Bücher und Aufzeichnungen) relating to all Assigned Receivables at its registered office at Hanauer Landstraße 188, 60314 Frankfurt am Main, Germany, or at such other location as the Assignor may notify to the Security Trustee in advance.

The Security Trustee and its authorized agents (including auditors, accountants, and legal advisors) shall have the right, upon not less than five (5) business days' prior written notice (or without notice in the case of an Event of Default), to inspect, examine, and audit the books, records, accounts, and files of the Assignor relating to the Assigned Receivables during normal business hours. The Assignor shall provide the Security Trustee and its agents with access to all relevant documents, data, systems, and personnel, and shall cooperate fully with any such inspection or audit. All costs and expenses of such inspection or audit shall be borne by the Assignor if such inspection is triggered by an Event of Default, and otherwise by the Security Trustee.

7.6 Intercompany Receivables

GLOBALZESSION
(Global Assignment of Receivables)
Global Assignment Agreement (Globale Sicherungsabtretung von Forderungen)
dated May 15, 2024
between
Ironhaven Frankfurt GmbH a Gesellschaft mit beschränkter Haftung organized under the laws of the Federal Republic of Germany, with registered office at Hanauer Landstraße 188, 60314 Frankfurt am Main, Germany, registered with the commercial register (Handelsregister) of the Amtsgericht Frankfurt am Main under HRB 129457
(the "Assignor" / Zedentin)
— and —
Pinnacle Trust Company, N.A. a national trust company organized under the laws of the United States of America, acting through its London branch, with principal offices at 101 Constitution Avenue NW, Washington, D.C. 20001, in its capacity as Security Trustee (Sicherheitentreuhänder) for and on behalf of the Secured Parties under the Parallel Debt and Security Trust Agreement
(the "Security Trustee" / Sicherheitentreuhänder)
(the Assignor and the Security Trustee, each a "Party" and together the "Parties")
RECITALS (Präambel)
(A) Pursuant to that certain Senior Secured Term Loan B Credit Agreement dated as of May 15, 2024 (CUSIP: 46283LAA5) (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 Gesellschaft mit beschränkter Haftung organized under the laws of the Federal Republic of Germany (the "Co-Borrower" and herein the "Assignor"), Ironhaven Holdings Inc., a Delaware corporation (the "Parent Guarantor"), Crescent Harbor Bank, N.A., a national banking association, as Administrative Agent (the "Administrative Agent"), Pinnacle Trust Company, N.A., a national trust company, as Collateral Agent (the "Collateral Agent"), and the financial institutions from time to time party thereto as Lenders (the "Lenders"), the Lenders have agreed to make available to the Borrower and the Co-Borrower certain term loan facilities in an aggregate principal amount of $950,000,000 (Nine Hundred Fifty Million United States Dollars), including a EUR Sub-Tranche of €253,571,429 (Two Hundred Fifty-Three Million Five Hundred Seventy-One Thousand Four Hundred Twenty-Nine Euros) (equivalent to approximately $275,000,000 at the reference exchange rate of EUR/USD 1.0846).
(B) In connection with the Credit Agreement, the Assignor and the Security Trustee have entered into a German Parallel Debt and Security Trust Agreement (Sicherheitentreuhandvertrag) dated as of May 15, 2024 (as amended, restated, supplemented, or otherwise modified from time to time, the "Parallel Debt and Security Trust Agreement"), pursuant to which the Assignor has assumed a parallel debt obligation (Parallelschuld) in favor of the Security Trustee in an amount equal to the Assignor's obligations under the Credit Agreement and the other Finance Documents.
(C) In connection with the Credit Agreement, the Assignor and the Security Trustee have further entered into a German Security Purpose Agreement (Sicherungszweckerklärung) dated as of May 15, 2024 (as amended, restated, supplemented, or otherwise modified from time to time, the "Security Purpose Agreement"), which sets forth the security purpose (Sicherungszweck) underlying the security interests granted by the Assignor in favor of the Security Trustee.
(D) It is a condition precedent to the drawdown of the EUR Sub-Tranche under the Credit Agreement that the Assignor grant a global assignment of all present and future receivables (Globalzession) in favor of the Security Trustee to secure the Secured Obligations (as defined herein).
(E) The Assignor has agreed to assign all of its present and future receivables to the Security Trustee as security for the Secured Obligations on the terms and conditions set forth in this Agreement.
(F) This Agreement is executed in the German language. An English convenience translation is provided solely for the reference of the Parties and their advisors. In the event of any discrepancy, conflict, or ambiguity between the German-language version and the English-language translation, the German-language version shall prevail in all respects.
NOW, THEREFORE, the Parties agree as follows (Die Parteien vereinbaren daher Folgendes):
Section 1: Definitions and Interpretation (*Definitionen und Auslegung*)
1.1 Definitions (*Begriffsbestimmungen*)
In this Agreement, the following terms shall have the meanings set forth below:
"Assigned Receivables" (Abgetretene Forderungen) means all present and future receivables of the Assignor against any and all third-party debtors (Drittschuldner), whether such receivables arise from or are in connection with the Assignor's business operations (Geschäftsbetrieb), including but not limited to each of the following categories of receivables:
(a) receivables arising from colocation agreements, wholesale hosting agreements, managed hosting agreements, interconnection agreements, and any and all other data center services agreements entered into by the Assignor in the ordinary course of its business;
(b) receivables arising under or in connection with the pre-lease letter of intent dated March 8, 2024, entered into between the Assignor and Euronova Digital GmbH (a Gesellschaft mit beschränkter Haftung organized under the laws of Germany, with registered office in Berlin, Germany) in respect of 20 MW of critical IT load capacity at the Frankfurt campus, providing for annual rent of €9,800,000 (Nine Million Eight Hundred Thousand Euros) over a 7-year initial term, together with any definitive lease agreement (Mietvertrag) or other agreement executed in replacement thereof or in addition thereto;
(c) trade receivables (Handelsforderungen) arising in the ordinary course of the Assignor's business, including receivables for data center services, connectivity, power supply, and ancillary services;
(d) insurance receivables (Versicherungsansprüche), including claims under property insurance, business interruption insurance, liability insurance, and any other insurance policies maintained by or for the benefit of the Assignor;
(e) intercompany receivables from affiliates of the Assignor, including without limitation any on-lending receivable (Weiterleitungsforderung) from Ironhaven Data Centers LLC to the Assignor or from the Assignor to Ironhaven Data Centers LLC, and any receivable arising from intercompany service agreements, cost-sharing arrangements, or management fee agreements;
(f) tax refund claims (Steuererstattungsansprüche), including claims for refunds of value-added tax (Umsatzsteuer) (USt-IdNr.: DE347891205), corporate income tax (Körperschaftsteuer), trade tax (Gewerbesteuer), and any other taxes;
(g) claims arising under construction contracts (Bauverträge), including warranty claims (Gewährleistungsansprüche), claims for defective performance, claims for damages, and claims for contractual penalties;
(h) claims under bank accounts maintained by the Assignor, to the extent such claims are not separately pledged under the German Account Pledge Agreement (Kontoverpfändung) dated as of May 15, 2024, between the Assignor and the Security Trustee; and
(i) any other receivable, claim, or right to payment of the Assignor against any third party, howsoever arising, whether contractual, statutory, tortious, or otherwise.
"Closing Date" means June 3, 2024, or such other date as the initial borrowing occurs under the Credit Agreement.
"Credit Agreement" means the Senior Secured Term Loan B Credit Agreement dated as of May 15, 2024, 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), Pinnacle Trust Company, N.A. (as Collateral Agent), and the Lenders from time to time party thereto, providing for aggregate commitments in the amount of $950,000,000, including the EUR Sub-Tranche of €253,571,429 (equivalent to approximately $275,000,000 at EUR/USD 1.0846), as such agreement may be amended, restated, supplemented, replaced, refinanced, or otherwise modified from time to time.
"Event of Default" has the meaning assigned to such term in the Credit Agreement.
"Finance Documents" has the meaning assigned to such term in the Credit Agreement and includes, for the avoidance of doubt, this Agreement, the Security Purpose Agreement, the Parallel Debt and Security Trust Agreement, the German Account Pledge Agreement, the German Security Transfer of Movable Assets Agreement (Sicherungsübereignungsvertrag), the German Share Pledge Agreement (Anteilsverpfändungsvertrag), the German Land Charge (Grundschuld) instruments, and each other document designated as a "Finance Document" under the Credit Agreement.
"German Security Documents" means, collectively, this Agreement, the Security Purpose Agreement, the Parallel Debt and Security Trust Agreement, the German Account Pledge Agreement (Kontoverpfändung), the German Security Transfer of Movable Assets Agreement (Sicherungsübereignungsvertrag), the German Share Pledge Agreement (Anteilsverpfändungsvertrag), and any other security document governed by German law entered into by the Assignor in connection with the Credit Agreement.
"Intercreditor Agreement" means the First Lien / Super-Senior Intercreditor Agreement dated as of May 15, 2024, among Ironhaven Data Centers LLC, Ironhaven Frankfurt GmbH, Ironhaven Holdings Inc., Crescent Harbor Bank, N.A. (in its capacity as Term Loan Agent and Revolver Agent), and Pinnacle Trust Company, N.A. (as Security Trustee), as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Parallel Debt" means the independent abstract payment obligation (selbständiges abstraktes Schuldversprechen) of the Assignor in favor of the Security Trustee created pursuant to the Parallel Debt and Security Trust Agreement, in an amount equal at all times to the aggregate amount of the Assignor's obligations under the Credit Agreement and the other Finance Documents.
"Receivables List" means the list of Assigned Receivables delivered by the Assignor to the Security Trustee in the form of Schedule 2 to this Agreement, as updated from time to time in accordance with Section 7.1.
"Secured Obligations" (Gesicherte Verbindlichkeiten) has the meaning assigned to such term in the Security Purpose Agreement and includes, without limitation, all present and future, actual and contingent, monetary and non-monetary obligations of the Assignor under or in connection with the Credit Agreement, the Parallel Debt, the Finance Documents, and all related agreements, including obligations in respect of principal, interest (including default interest), fees, costs, expenses, indemnification payments, breakage costs, and any other amounts payable thereunder.
"Secured Parties" (Gesicherte Parteien) means, collectively:
(a) the Administrative Agent, being Crescent Harbor Bank, N.A.;
(b) the Security Trustee, being Pinnacle Trust Company, N.A.;
(c) the Collateral Agent, being Pinnacle Trust Company, N.A.; and
(d) the Lenders, being:
(i) Crescent Harbor Bank, N.A. — commitment of $200,000,000;
(ii) Ridgeline National Bank — commitment of $175,000,000;
(iii) Marlowe Asset Management Meridian Capital, LLC — commitment of $150,000,000;
(iv) Atlas Peak Credit Partners, LP — commitment of $125,000,000;
(v) NordBrücke AG — commitment of $150,000,000 (allocated entirely to the EUR Sub-Tranche / Frankfurt sub-tranche);
(vi) Pacific Rim Institutional Lending Corp. — commitment of $75,000,000; and
(vii) Osprey Insurance Capital, Ltd. — commitment of $75,000,000,
together with their respective successors, assigns, and transferees, as such commitments may be increased, reduced, or reallocated in accordance with the Credit Agreement.
"Security Purpose Agreement" means the German Security Purpose Agreement (Sicherungszweckerklärung) dated as of May 15, 2024, between the Assignor and the Security Trustee, as amended, restated, supplemented, or otherwise modified from time to time.
"Security Trustee" means Pinnacle Trust Company, N.A., a national trust company organized under the laws of the United States of America, acting through its London branch, in its capacity as security trustee (Sicherheitentreuhänder) for and on behalf of the Secured Parties pursuant to the Parallel Debt and Security Trust Agreement.
All other capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings assigned to such terms in the Credit Agreement, and such definitions are hereby incorporated by reference into this Agreement as if set forth in full herein. In the event of a conflict between a definition in this Agreement and a definition in the Credit Agreement, the definition in this Agreement shall prevail to the extent relating to German-law concepts, and the definition in the Credit Agreement shall prevail in all other cases.
1.2 Interpretation (*Auslegungsregeln*)
In this Agreement, unless the context otherwise requires:
(a) references to any statutory provision (Gesetzesvorschrift) shall be deemed to include references to such provision as amended, re-enacted, or replaced from time to time, and to any subordinate legislation, regulation, or other instrument made under or pursuant to such provision;
(b) the words "including," "includes," and "include" shall mean "including but not limited to" (einschließlich, aber nicht beschränkt auf);
(c) where this Agreement uses German-language legal terms (Rechtsbegriffe), such terms shall prevail in the interpretation of German-law concepts, and the English-language terms used alongside them are for convenience of reference only;
(d) references to the Assignor's "business operations" (Geschäftsbetrieb) shall encompass all present and future commercial, operational, administrative, and ancillary activities of Ironhaven Frankfurt GmbH, including, without limitation, all activities conducted at or in connection with the Frankfurt campus located at Hanauer Landstraße 188, 60314 Frankfurt am Main, Germany (registered in the Land Register (Grundbuch) of Frankfurt am Main-Ost, Blatt 54321, Flur 12, Flurstück 789, comprising approximately 18.7 hectares), and all activities conducted by the Assignor at any other location;
(e) references to "writing" or "written" include communication by letter, fax, or email (with PDF attachment), unless a specific form requirement under German law applies (in particular the written form requirement pursuant to § 126 BGB);
(f) headings and sub-headings are inserted for convenience of reference only and shall not affect the construction or interpretation of this Agreement;
(g) references to "Sections," "Schedules," and "Annexes" are references to sections of, and schedules and annexes to, this Agreement, unless otherwise specified; and
(h) references to any Party include references to such Party's successors and permitted assigns.
Section 2: Assignment (*Abtretung*)
2.1 Global Assignment (*Globalabtretung*)
The Assignor hereby assigns (tritt hiermit ab) to the Security Trustee, and the Security Trustee hereby accepts (nimmt hiermit an) such assignment of, all present and future Assigned Receivables, as defined in Section 1.1 above.
The assignment pursuant to this Section 2.1 is made as a security assignment (Sicherungsabtretung) for the purpose of securing the Secured Obligations as defined in, and subject to, the Security Purpose Agreement. The Assignor and the Security Trustee agree that this assignment creates a non-accessory (nicht-akzessorisch) security right in favor of the Security Trustee, which is linked to the Secured Obligations solely through the Security Purpose Agreement.
The assignment made hereunder encompasses all Assigned Receivables existing as of the date of this Agreement and all Assigned Receivables arising at any time in the future during the term of this Agreement, regardless of the legal basis on which such receivables arise and regardless of the identity of the respective debtor (Drittschuldner).
For the avoidance of doubt, all future receivables (zukünftige Forderungen) falling within the scope of the Assigned Receivables are assigned in advance (Vorausabtretung). Such advance assignment shall take effect automatically upon the relevant receivable coming into existence (Entstehen der Forderung), without the requirement of any further act, declaration, agreement, or notification by any Party. The Assignor acknowledges that this advance assignment creates a present, immediate disposition (gegenwärtige Verfügung) in respect of future receivables, with the legal effect of such disposition being suspended only until the relevant receivable comes into existence.
The Parties acknowledge that this global assignment (Globalzession) is sufficiently determined (hinreichend bestimmt) within the meaning of German law, insofar as it assigns all receivables of the Assignor arising from or in connection with its business operations, and the scope of the assigned receivables can be ascertained by reference to the categories set forth in the definition of "Assigned Receivables" in Section 1.1 and the Receivables Lists to be delivered pursuant to Section 7.1.
2.2 Scope of Assignment (*Umfang der Abtretung*)
Each Assigned Receivable is assigned to the Security Trustee together with all ancillary rights (Nebenrechte), accessory security rights (akzessorische Sicherungsrechte), and related claims, including without limitation:
(a) all rights to interest (Zinsen), including contractual interest, default interest (Verzugszinsen), and statutory interest under §§ 286, 288 BGB;
(b) all rights to late payment penalties (Verspätungszuschläge), liquidated damages (Vertragsstrafen), and claims for damages (Schadensersatzansprüche) arising from the underlying legal relationships;
(c) all rights under guarantees (Bürgschaften), suretyships (Garantien), letters of comfort (Patronatserklärungen), or other personal security granted by or on behalf of the respective debtors in connection with the Assigned Receivables;
(d) all rights of retention (Zurückbehaltungsrechte) and rights of set-off (Aufrechnungsrechte) accruing to the Assignor against the respective debtors;
(e) all rights arising under reservation of title arrangements (Eigentumsvorbehaltsvereinbarungen), including extended and enlarged reservation of title;
(f) all insurance claims (Versicherungsansprüche) related to the Assigned Receivables, including claims under credit insurance, trade credit insurance, and any other insurance policies insuring the collectibility or recoverability of the Assigned Receivables;
(g) all claims arising from bills of exchange (Wechsel), promissory notes (Schuldscheine), and other instruments evidencing or securing the Assigned Receivables; and
(h) all rights to information and documentation from the respective debtors relating to the Assigned Receivables.
The assignment hereunder extends to partial receivables (Teilforderungen), conditional receivables (bedingte Forderungen), and time-limited receivables (befristete Forderungen) falling within the scope of the Assigned Receivables. Furthermore, the assignment encompasses all claims for unjust enrichment (ungerechtfertigte Bereicherung, §§ 812 ff. BGB) and claims under the rules of agency without authority (Geschäftsführung ohne Auftrag, §§ 677 ff. BGB) arising from or in connection with the underlying legal relationships giving rise to the Assigned Receivables.
2.3 Priority (*Rang*)
The Assignor represents and warrants to the Security Trustee that, as of the date of this Agreement, the Assigned Receivables are free and clear of any prior assignment (Abtretung), sub-participation, pledge (Pfandrecht), attachment (Pfändung), lien, encumbrance, or other third-party right, except as expressly permitted under the Credit Agreement (including permitted liens and encumbrances specified therein).
This assignment is intended to, and does, create a first-priority security assignment (erstrangige Sicherungsabtretung) in favor of the Security Trustee for the benefit of the Secured Parties. The Assignor shall not create, permit to exist, or suffer to be created any prior-ranking or pari passu-ranking assignment, pledge, or other encumbrance over any of the Assigned Receivables without the prior written consent of the Security Trustee (acting on the instructions of the Required Lenders under the Credit Agreement), except as expressly permitted under the Credit Agreement.
The Parties acknowledge and agree that the priority and enforcement of this assignment in relation to other security interests held by the Secured Parties shall be subject to and governed by the intercreditor provisions set forth in the First Lien / Super-Senior Intercreditor Agreement dated as of May 15, 2024, among Ironhaven Data Centers LLC, Ironhaven Frankfurt GmbH, Ironhaven Holdings Inc., Crescent Harbor Bank, N.A. (in its capacity as Term Loan Agent and Revolver Agent), and Pinnacle Trust Company, N.A. (as Security Trustee). To the extent that the Intercreditor Agreement imposes limitations on the exercise of rights under this Agreement, such limitations shall apply and the Security Trustee shall comply therewith.
Section 3: Security Purpose (*Sicherungszweck*)
3.1 Relationship to Security Purpose Agreement
The assignment of Assigned Receivables pursuant to Section 2 of this Agreement secures all Secured Obligations as defined in the Security Purpose Agreement (Sicherungszweckerklärung) dated as of May 15, 2024. The scope of the security purpose (Sicherungszweck) is determined exclusively by the Security Purpose Agreement, and any modification to the security purpose shall require an amendment to the Security Purpose Agreement in accordance with its terms.
The Parties acknowledge that the security purpose underlying this assignment is accessory (akzessorisch) to the Parallel Debt (Parallelschuld) created under the German Parallel Debt and Security Trust Agreement dated as of May 15, 2024. The Security Trustee holds the Assigned Receivables as security trustee (Sicherheitentreuhänder) on a trust basis (treuhänderisch) for the benefit of the Secured Parties. The relationship between the Security Trustee's own claims under the Parallel Debt and the claims of the individual Secured Parties under the Credit Agreement is governed by the Parallel Debt and Security Trust Agreement.
Upon the full, final, and irrevocable discharge of all Secured Obligations (including the Parallel Debt and all contingent obligations), the security purpose shall cease to exist, and the Security Trustee shall reassign (rückabtreten) the Assigned Receivables to the Assignor in accordance with Section 10 of this Agreement.
3.2 Over-Collateralization (*Übersicherung*)
The Parties agree that the Security Trustee shall not be entitled to retain security in excess of the value reasonably required to secure the Secured Obligations. Accordingly, if at any time the aggregate realizable value of all security interests granted by the Assignor in favor of the Security Trustee (including, without limitation, the assignment under this Agreement, the German Land Charge, the German Account Pledge, the German Security Transfer of Movable Assets, and the German Share Pledge) exceeds one hundred and ten percent (110%) of the aggregate outstanding amount of the Secured Obligations (as reasonably determined by the Security Trustee in consultation with the Administrative Agent), the Security Trustee shall, upon written request of the Assignor, release such security as the Security Trustee may select in its reasonable discretion (nach billigem Ermessen) so as to reduce the aggregate value of all security to not more than one hundred and ten percent (110%) of the aggregate outstanding Secured Obligations.
The determination of "realizable value" (Verwertungswert) of any security shall be made by the Security Trustee in good faith, taking into account market conditions, the nature and liquidity of the relevant collateral, and the costs of enforcement. Any dispute regarding the realizable value of security or the application of this Section 3.2 shall be resolved in accordance with Section 12.2 (Jurisdiction) of this Agreement.
For the avoidance of doubt, this Section 3.2 shall apply only after the occurrence and continuance of a demand by the Assignor and shall not impose an ongoing obligation on the Security Trustee to monitor the ratio of security to Secured Obligations in the absence of such a demand.
Section 4: Collection Authority (*Einziehungsermächtigung*)
4.1 Revocable Collection Authority
Notwithstanding the assignment of the Assigned Receivables to the Security Trustee pursuant to Section 2, the Assignor is hereby authorized and permitted to continue to collect the Assigned Receivables in the ordinary course of its business (im gewöhnlichen Geschäftsbetrieb) (the "Collection Authority" / Einziehungsermächtigung). The Collection Authority granted under this Section 4.1 is revocable and may be revoked by the Security Trustee in accordance with Section 4.2 below.
While the Collection Authority is in effect, the Assignor shall apply the proceeds of collection of the Assigned Receivables to its business operations in the ordinary course or, as required under the Credit Agreement, deposit such proceeds into accounts pledged to the Security Trustee under the German Account Pledge Agreement (Kontoverpfändung) dated as of May 15, 2024. In particular, and without limiting the generality of the foregoing, all proceeds of Assigned Receivables denominated in Euros shall be deposited into the collection accounts maintained with NordBrücke AG at Neue Mainzer Straße 72, 60311 Frankfurt am Main, Germany, as more specifically identified in Schedule 5 to this Agreement. The Assignor shall ensure that no proceeds of Assigned Receivables are deposited into any account that is not subject to a first-priority pledge in favor of the Security Trustee, except as expressly permitted under the Credit Agreement.
The Collection Authority does not confer upon the Assignor any ownership or beneficial interest in the Assigned Receivables; the Assignor collects the Assigned Receivables as agent (als Bevollmächtigte) of the Security Trustee and is obligated to account for and segregate such proceeds as may be required by the Security Trustee.
4.2 Revocation of Collection Authority
The Security Trustee may revoke the Collection Authority granted under Section 4.1, in whole or in part, by written notice (schriftliche Mitteilung) to the Assignor, at any time upon the occurrence and during the continuance of any of the following events:
(a) an Event of Default (as defined in the Credit Agreement), regardless of whether the Administrative Agent or the Required Lenders have directed enforcement under the Credit Agreement;
(b) a material deterioration in the financial condition of the Assignor, as reasonably determined by the Security Trustee (acting on the instructions of the Required Lenders), including without limitation a decline in the Assignor's debt service coverage ratio below 1.10:1.00, a breach of any financial covenant in the Credit Agreement, or the occurrence of circumstances indicating that the Assignor may not be able to meet its payment obligations as they fall due;
(c) a breach by the Assignor of any material obligation under this Agreement, which breach has not been cured within any applicable grace or cure period; or
(d) the filing of an application for the opening of insolvency proceedings (Insolvenzverfahren) in respect of the Assignor, whether by the Assignor itself or by any third party, or the occurrence of any circumstances constituting grounds for opening insolvency proceedings under §§ 16–19 InsO (inability to pay debts, imminent inability to pay debts, or over-indebtedness).
Upon receipt of a notice of revocation from the Security Trustee, the Assignor shall immediately cease all collection activities in respect of the Assigned Receivables and shall promptly (and in any event within five (5) business days) notify all debtors (Drittschuldner) of the assignment in accordance with the instructions of the Security Trustee, using the form of notification letter attached as Schedule 3 to this Agreement.
Revocation of the Collection Authority shall take effect upon receipt of the revocation notice by the Assignor (or, if sent by registered mail, on the third business day following dispatch). The revocation shall remain in effect until the Security Trustee, in its sole discretion, provides written notice to the Assignor reinstating the Collection Authority.
4.3 Direct Collection by Security Trustee
Following revocation of the Collection Authority pursuant to Section 4.2, the Security Trustee shall be entitled to collect the Assigned Receivables directly from the respective debtors, including by:
(a) issuing collection notices (Abtretungsanzeigen) to the debtors in its own name and on its own behalf, directing payment to accounts designated by the Security Trustee;
(b) negotiating, agreeing upon, and accepting payment plans, settlements, or compromises with debtors in respect of the Assigned Receivables;
(c) instructing the Assignor to endorse or assign to the Security Trustee any instruments (including bills of exchange or promissory notes) evidencing the Assigned Receivables;
(d) commencing legal proceedings (gerichtliche Maßnahmen) against debtors for the recovery of the Assigned Receivables, in the name of the Security Trustee or, if necessary, in the name of the Assignor; and
(e) exercising any and all other rights available to the Security Trustee as assignee of the Assigned Receivables under applicable law.
The Assignor shall cooperate fully with the Security Trustee in connection with the direct collection of the Assigned Receivables, including by providing to the Security Trustee, within five (5) business days of a written request therefor, all debtor contact information, complete copies of all underlying contracts and invoices, account statements, correspondence with debtors, and any other documents or information reasonably requested by the Security Trustee. The Assignor shall, at its own cost and expense, provide such further assistance as the Security Trustee may reasonably require.
Section 5: Notification of Debtors (*Anzeige an Drittschuldner*)
5.1 Silent Assignment (*Stille Zession*)
The Parties agree that the assignment effected under this Agreement is initially structured as a silent assignment (stille Zession). Accordingly, the Assignor shall not notify any debtor (Drittschuldner) of the assignment of any Assigned Receivable unless:
(a) the Assignor has been instructed to do so by the Security Trustee in writing; or
(b) such notification is required by applicable law or regulation, or by order of a court or regulatory authority of competent jurisdiction.
In order to facilitate prompt notification in the event that disclosure becomes necessary or is required, the Assignor has prepared notification letters addressed to each debtor listed on the initial Receivables List, in the form attached hereto as Schedule 3 (Form of Debtor Notification / Formular Abtretungsanzeige). Such notification letters have been signed by the Assignor and delivered to the Security Trustee on or prior to the date of this Agreement. The Security Trustee shall hold such notification letters in escrow and shall be entitled to dispatch them to the relevant debtors at any time upon and following revocation of the Collection Authority pursuant to Section 4.2, without further consent or action of the Assignor.
5.2 Duty to Notify
Upon instruction by the Security Trustee following the occurrence and during the continuance of an Event of Default, the Assignor shall, within five (5) business days of receipt of such instruction, prepare and dispatch notification letters to all debtors identified on the most recently delivered Receivables List (Forderungsliste), using the form of notification letter set forth in Schedule 3 or such other form as the Security Trustee may reasonably prescribe. Each notification letter shall:
(a) inform the relevant debtor that the receivable owed to the Assignor has been assigned to Pinnacle Trust Company, N.A., acting in its capacity as Security Trustee;
(b) instruct the debtor to make all future payments in respect of the assigned receivable exclusively to accounts designated by the Security Trustee;
(c) request the debtor to acknowledge receipt of the notification and to confirm the outstanding amount of the receivable; and
(d) include a copy of this Agreement (or relevant extracts thereof) as evidence of the assignment, if so requested by the Security Trustee.
The Assignor shall provide the Security Trustee with copies of all dispatched notification letters and any acknowledgments received from debtors within two (2) business days of receipt thereof. If the Assignor fails to comply with its obligations under this Section 5.2 within the prescribed time period, the Security Trustee shall be entitled (but not obligated) to dispatch the notification letters held in escrow pursuant to Section 5.1, or to issue its own notification letters to the debtors, and the Assignor hereby irrevocably consents to such dispatch.
Section 6: Representations and Warranties (*Zusicherungen und Gewährleistungen*)
The Assignor hereby represents and warrants (sichert zu und gewährleistet) to the Security Trustee as follows, as of the date of this Agreement and (unless a representation expressly speaks as of a specific date) as of the Closing Date:
6.1 Corporate Capacity
The Assignor is a Gesellschaft mit beschränkter Haftung (GmbH) duly organized, validly existing, and in good standing under the laws of the Federal Republic of Germany. The Assignor is duly registered with the commercial register (Handelsregister) of the Amtsgericht Frankfurt am Main under registration number HRB 129457, and maintains its registered office (Sitz) at Hanauer Landstraße 188, 60314 Frankfurt am Main, Germany.
The Assignor has the corporate power and authority to own its assets, carry on its business, and execute, deliver, and perform its obligations under this Agreement and the other German Security Documents to which it is a party. The execution, delivery, and performance of this Agreement have been duly authorized by all necessary corporate action of the Assignor.
The managing directors (Geschäftsführer) of the Assignor, being Marcus Delaine and Katarina Bremer, are duly authorized to execute this Agreement on behalf of the Assignor. Such authorization has been confirmed by shareholder resolutions (Gesellschafterbeschlüsse) of Ironhaven Data Centers LLC (as the sole quotaholder (alleiniger Gesellschafter) of the Assignor), copies of which have been provided to the Security Trustee.
The Assignor's German tax identification number (Steuernummer) is 045/127/98321, and its VAT identification number (Umsatzsteuer-Identifikationsnummer) is DE347891205.
6.2 Validity of Receivables
All Assigned Receivables listed on Schedule 1 (Initial Receivables List) as of the date hereof are, to the best knowledge of the Assignor after due inquiry, valid, legally binding, and enforceable against the respective debtors in accordance with their respective terms. The Assignor has performed, or is performing, all of its material obligations under the underlying contracts giving rise to such Assigned Receivables, and no event has occurred that would entitle any debtor to refuse payment or to assert a material defense, set-off, counterclaim, or other right of withholding.
No Assigned Receivable listed on Schedule 1 is, as of the date hereof, subject to any dispute, litigation, arbitration, or administrative proceeding known to the Assignor, other than as specifically disclosed in the column "Known Defenses/Disputes" of Schedule 1.
6.3 No Prior Assignment
The Assignor has not previously assigned, pledged, sub-participated, or otherwise encumbered or disposed of any of the Assigned Receivables, and no other person holds any right, title, or interest (whether legal or equitable, present or contingent) in or to any of the Assigned Receivables, except as:
(a) disclosed in writing to the Security Trustee prior to the date of this Agreement; and
(b) expressly permitted under the Credit Agreement (including any permitted liens described therein).
No financing statement, registration, or equivalent filing has been made or exists in respect of the Assigned Receivables other than in favor of the Security Trustee or as otherwise permitted under the Credit Agreement.
6.4 No Prohibition on Assignment
The underlying contracts, agreements, and arrangements giving rise to the Assigned Receivables do not, as of the date hereof, contain any assignment prohibition (Abtretungsverbot) within the meaning of § 399 of the German Civil Code (Bürgerliches Gesetzbuch — BGB) that would render the assignment under this Agreement invalid or unenforceable. To the extent that any such assignment prohibition exists in any underlying contract, the Assignor represents that:
(a) such prohibition is ineffective (unwirksam) with respect to the assignment of the relevant receivable pursuant to § 354a of the German Commercial Code (Handelsgesetzbuch — HGB), as the underlying transaction constitutes a commercial transaction (Handelsgeschäft) between merchants (Kaufleute); or
(b) the relevant debtor has waived or consented to the assignment, and evidence of such waiver or consent has been provided to the Security Trustee.
The Assignor shall use commercially reasonable efforts to ensure that all future contracts entered into by the Assignor do not contain assignment restrictions or prohibitions, or, where such restrictions cannot reasonably be avoided, that they include express carve-outs permitting the assignment of receivables for security purposes in favor of the Security Trustee.
6.5 Sanctions and Anti-Money Laundering Compliance
The Assignor represents and warrants that:
(a) neither the Assignor nor any of its directors, officers, employees, or agents is a person designated on, or owned or controlled by a person designated on, any sanctions list maintained by the United States Department of the Treasury, Office of Foreign Assets Control (the OFAC Specially Designated Nationals and blocked Persons List (SDN List) and the Sectoral Sanctions Identifications List (SSI List)), the European Union (including lists pursuant to Council Regulation (EU) No 269/2014, as amended), the United Kingdom (Her Majesty's Treasury / Office of Financial Sanctions Implementation (OFSI)), or any other relevant sanctions authority;
(b) the Assignor is in compliance with all applicable anti-money laundering laws and regulations, including the German Anti-Money Laundering Act (Geldwäschegesetz — GwG), the Fourth and Fifth EU Anti-Money Laundering Directives (Directives 2015/849 and 2018/843), and the US Bank Secrecy Act (to the extent applicable);
(c) the Assignor has duly filed its beneficial ownership information (Angaben zum wirtschaftlich Berechtigten) with the German Transparency Register (Transparenzregister) in accordance with the requirements of the GwG; and
(d) to the best knowledge of the Assignor, after having conducted commercially reasonable due diligence, none of the debtors (Drittschuldner) owing Assigned Receivables to the Assignor is a Sanctioned Person or is located, organized, or resident in a country or territory that is the target of comprehensive sanctions imposed by any of the authorities referenced in sub-paragraph (a) above.
6.6 Tax Matters
The Assignor represents and warrants that:
(a) the Assignor's German tax identification number (Steuernummer) is 045/127/98321 and its VAT identification number (Umsatzsteuer-Identifikationsnummer) is DE347891205;
(b) the Assignor has timely filed all German tax returns (Steuererklärungen) required to be filed as of the date hereof, including corporate income tax (Körperschaftsteuererklärung), trade tax (Gewerbesteuererklärung), and value-added tax returns (Umsatzsteuererklärung);
(c) the Assignor is not aware of any material outstanding tax liabilities, assessments, or claims by any German tax authority (Finanzbehörde) that would constitute a prior statutory claim (gesetzliches Pfandrecht) or priority claim on the Assigned Receivables or the proceeds thereof; and
(d) no tax lien, attachment, or similar claim has been asserted by any tax authority against the Assigned Receivables.
Section 7: Covenants (*Verpflichtungen*)
The Assignor hereby covenants and undertakes (verpflichtet sich hiermit) in favor of the Security Trustee as follows:
7.1 Receivables List (*Forderungsliste*)
The Assignor shall deliver to the Security Trustee a complete and accurate list of all Assigned Receivables (the "Receivables List" / Forderungsliste) in the form set forth in Schedule 2 (Form of Updated Receivables List) to this Agreement:
(a) an initial Receivables List as of the Closing Date (June 3, 2024), to be delivered no later than five (5) business days after the Closing Date; and
(b) updated Receivables Lists on a quarterly basis, within thirty (30) days after the end of each fiscal quarter of the Assignor (i.e., within thirty (30) days after March 31, June 30, September 30, and December 31 of each year during the term of this Agreement).
Each Receivables List shall identify, with respect to each Assigned Receivable, the following information:
(i) the name and address of the debtor (Drittschuldner);
(ii) the contract or invoice reference number;
(iii) the currency of the receivable;
(iv) the outstanding principal amount of the receivable (in the original currency and, if denominated in a currency other than EUR, the EUR equivalent at the exchange rate prevailing on the date of the Receivables List);
(v) the due date of the receivable;
(vi) the current status of the receivable (e.g., current, overdue, disputed, written off); and
(vii) a description of any known defenses, set-off rights, counterclaims, or disputes in respect of the receivable.
The Assignor shall certify each Receivables List through a written declaration signed by a managing director (Geschäftsführer) of the Assignor, confirming the completeness and accuracy of the information contained therein.
7.2 Notice of Material Events
The Assignor shall promptly (and in any event within five (5) business days of becoming aware thereof) notify the Security Trustee in writing of any of the following events:
(a) any dispute, defense, counterclaim, or set-off right raised by any debtor in respect of an Assigned Receivable with a value in excess of €250,000 (Two Hundred Fifty Thousand Euros);
(b) the insolvency, threatened insolvency, or filing for insolvency proceedings (Insolvenzantrag) of any debtor owing Assigned Receivables to the Assignor, to the extent known to the Assignor;
(c) any assertion by a debtor that an assignment prohibition (Abtretungsverbot) under the relevant underlying contract prevents or limits the assignment of the receivable;
(d) any attachment (Pfändung), garnishment (Drittschuldnerpfändung), or seizure of an Assigned Receivable by any third party, including by any tax authority or court;
(e) any material change in the terms of an underlying contract that gives rise to an Assigned Receivable with a value in excess of €250,000, including any amendment, extension, termination, or restructuring of such contract; and
(f) any event that could reasonably be expected to have a material adverse effect on the collectibility or enforceability of any Assigned Receivable with a value in excess of €250,000.
7.3 Preservation of Receivables
The Assignor shall manage and service the Assigned Receivables with the diligence of a prudent businessperson (Sorgfalt eines ordentlichen Kaufmanns) pursuant to § 347 HGB, and shall take all measures reasonably necessary or advisable to preserve the value, validity, and enforceability of the Assigned Receivables.
Without the prior written consent of the Security Trustee, the Assignor shall not:
(a) amend, waive, release, forgive, or otherwise modify the terms of any Assigned Receivable with a value exceeding €100,000 (One Hundred Thousand Euros);
(b) agree to any set-off (Aufrechnung), netting (Verrechnung), or reduction arrangement in respect of Assigned Receivables, except in the ordinary course of business for amounts not exceeding €50,000 (Fifty Thousand Euros) per individual transaction;
(c) grant any extension of time for payment to any debtor in respect of an Assigned Receivable with a value exceeding €100,000, except in the ordinary course of business and for a period not exceeding thirty (30) days;
(d) commence or settle any legal proceedings in respect of any Assigned Receivable with a value exceeding €250,000; or
(e) take any action, or fail to take any action, that would reasonably be expected to impair, diminish, or jeopardize the value of the Assigned Receivables or the rights of the Security Trustee hereunder.
7.4 Insurance.  To the extent that insurance receivables (Versicherungsansprüche) form part of the Assigned Receivables, the Assignor shall maintain all insurance policies from which such receivables may arise in full force and effect in accordance with the requirements of the Credit Agreement and as confirmed by Calloway & Strand Insurance Brokers, Inc. (the insurance advisor to the Borrower Group). The Assignor shall promptly provide the Security Trustee with copies of all insurance policies, certificates, and endorsements upon request, and shall notify the Security Trustee of any material change in insurance coverage.
7.5 Records and Inspection
The Assignor shall maintain complete and accurate books and records (Bücher und Aufzeichnungen) relating to all Assigned Receivables at its registered office at Hanauer Landstraße 188, 60314 Frankfurt am Main, Germany, or at such other location as the Assignor may notify to the Security Trustee in advance.
The Security Trustee and its authorized agents (including auditors, accountants, and legal advisors) shall have the right, upon not less than five (5) business days' prior written notice (or without notice in the case of an Event of Default), to inspect, examine, and audit the books, records, accounts, and files of the Assignor relating to the Assigned Receivables during normal business hours. The Assignor shall provide the Security Trustee and its agents with access to all relevant documents, data, systems, and personnel, and shall cooperate fully with any such inspection or audit. All costs and expenses of such inspection or audit shall be borne by the Assignor if such inspection is triggered by an Event of Default, and otherwise by the Security Trustee.
7.6 Intercompany Receivables
To the extent that the Assigned Receivables include intercompany receivables (konzern-interne Forderungen), including without limitation any on-lending receivable arising from intercompany loans between Ironhaven Data Centers LLC and the Assignor, or management fees, cost-sharing allocations, or other intercompany charges, the Assignor shall ensure that:
(a) all such intercompany arrangements comply with applicable German transfer pricing requirements (Verrechnungspreisvorschriften) under §§ 1 and 1a AStG (German Foreign Tax Act / Außensteuergesetz) and the OECD Transfer Pricing Guidelines, as analyzed and documented in the Transfer Pricing / Intercompany Loan Memorandum prepared by Calderwood & Harkness LLP;
(b) all such intercompany receivables are documented by written agreements on arm's-length terms; and
(c) the Assignor provides to the Security Trustee, upon request, copies of all intercompany agreements, transfer pricing documentation, and the Transfer Pricing / Intercompany Loan Memorandum.
Section 8: Enforcement (*Verwertung*)
8.1 Enforcement Event
The Security Trustee shall be entitled to enforce the assignment effected under this Agreement upon the occurrence and during the continuance of an Event of Default under the Credit Agreement (each such occurrence, an "Enforcement Event"). Enforcement shall be conducted in accordance with the provisions of the Security Purpose Agreement, the applicable provisions of this Agreement, and the mandatory provisions of German law governing the enforcement of security assignments.
The Security Trustee shall notify the Assignor in writing prior to commencing enforcement, provided that, where the Security Trustee reasonably determines that delay would jeopardize the value of the Assigned Receivables or the interests of the Secured Parties, no prior notice shall be required.
8.2 Methods of Enforcement
Upon the occurrence and during the continuance of an Enforcement Event, the Security Trustee may, in its discretion and without being required to follow any particular sequence or combination of remedies, take any or all of the following enforcement actions:
(a) Direct Collection. Collect the Assigned Receivables directly from the respective debtors by issuing collection notices and payment instructions, and apply the proceeds of such collection to the Secured Obligations;
(b) Private Sale. Sell, assign, transfer, or otherwise dispose of the Assigned Receivables, in whole or in part, by private sale (freihändiger Verkauf) to one or more purchasers on commercially reasonable terms;
(c) Public Auction. Cause the Assigned Receivables, in whole or in part, to be sold at public auction (öffentliche Versteigerung) in accordance with applicable German law;
(d) Compromise and Settlement. Negotiate, compromise, or settle any Assigned Receivable on such terms as the Security Trustee considers appropriate in the circumstances;
(e) Appointment of Agents. Appoint agents, receivers, or other representatives to collect, manage, or enforce the Assigned Receivables on behalf of the Security Trustee; and
(f) Other Remedies. Exercise any other rights or remedies available to a secured creditor under German law, including by analogy the provisions of §§ 1279 et seq. BGB (enforcement of pledges), to the extent applicable to security assignments.
The Security Trustee shall apply the proceeds of enforcement in the following order of priority (the "Enforcement Waterfall"):
(i) first, to the payment of all costs, expenses, and liabilities incurred by the Security Trustee in connection with the enforcement, including legal fees, agent fees, and taxes;
(ii) second, to the satisfaction of the Secured Obligations in accordance with the payment waterfall provisions set forth in the Credit Agreement (including the priority of payments as between the Lenders); and
(iii) third, any surplus remaining after the full and final satisfaction of all Secured Obligations and all enforcement costs shall be paid to the Assignor.
8.3 Relationship to Other Security
The enforcement of this assignment is without prejudice to, and shall not limit or restrict, the Security Trustee's rights under any other security document or Finance Document, including without limitation:
(a) the German Land Charge (Grundschuld) registered against the Frankfurt campus property (Grundbuch von Frankfurt am Main-Ost, Blatt 54321, Flur 12, Flurstück 789);
(b) the German Account Pledge (Kontoverpfändung) over the accounts of the Assignor maintained with NordBrücke AG (Neue Mainzer Straße 72, 60311 Frankfurt am Main);
(c) the German Security Transfer of Movable Assets (Sicherungsübereignungsvertrag) in respect of all movable assets of the Assignor located at the Frankfurt campus, including data center equipment, servers, cooling infrastructure, power distribution units, and related fixtures;
(d) the German Share Pledge (Anteilsverpfändungsvertrag) over 100% of the shares (Geschäftsanteile) in Ironhaven Frankfurt GmbH held by Ironhaven Data Centers LLC;
(e) the US Pledge and Security Agreement dated as of May 15, 2024, between Ironhaven Data Centers LLC, Ironhaven Holdings Inc., and Pinnacle Trust Company, N.A. (as Collateral Agent); and
(f) the US Equity Interest Pledge Agreement dated as of May 15, 2024, in respect of the equity interests in Ironhaven Data Centers LLC.
The Security Trustee may enforce all or any of the foregoing security interests and this assignment in any order, sequence, or combination as it may determine in its sole discretion, subject only to the provisions of the Intercreditor Agreement. No enforcement of any one security interest shall be deemed a waiver or election of remedies with respect to any other security interest.
Section 9: Further Assurances (*Weitere Mitwirkungspflichten*)
The Assignor shall, at its own cost and expense, promptly execute and deliver all further documents, instruments, agreements, and declarations, and shall take all further actions, as the Security Trustee may from time to time reasonably request in writing, in order to:
(a) perfect, maintain, and protect the assignment effected under this Agreement and the rights of the Security Trustee hereunder;
(b) give effect to the transactions contemplated by this Agreement and the other German Security Documents;
(c) exercise, enforce, or protect the Security Trustee's rights in respect of the Assigned Receivables; and
(d) comply with any applicable legal, regulatory, or registration requirements in connection with the assignment.
Without limiting the generality of the foregoing, the Assignor shall, upon request of the Security Trustee:
(i) execute and deliver individual assignment agreements (Einzelabtretungsvereinbarungen) if required by the Security Trustee for specific receivables or categories of receivables, including where individual assignment is necessary to ensure enforceability against a particular debtor;
(ii) cooperate with the Security Trustee in any litigation, arbitration, administrative, or insolvency proceedings relating to the Assigned Receivables, including by providing testimony, affidavits, and documentary evidence;
(iii) execute and deliver powers of attorney (Vollmachten) in favor of the Security Trustee or its nominees in such form as the Security Trustee may reasonably prescribe;
(iv) obtain waivers of assignment prohibitions from debtors to the extent necessary or advisable to ensure the effectiveness of the assignment;
(v) register or record the assignment with any relevant court, authority, or registry, if required under applicable law; and
(vi) provide to the Security Trustee certified copies of all contracts, invoices, and other documents evidencing the Assigned Receivables.
Section 10: Release and Reassignment (*Freigabe und Rückabtretung*)
10.1 Conditions for Release
Upon the irrevocable and unconditional discharge in full (endgültige und bedingungslose vollständige Erfüllung) of all Secured Obligations (including, without limitation, the Parallel Debt, all contingent obligations, and all obligations in respect of indemnification, costs, and expenses under the Finance Documents), the security purpose underlying this Agreement shall cease to exist, and the Security Trustee shall, at the Assignor's cost, reassign (rückabtreten) all Assigned Receivables then held by the Security Trustee to the Assignor, free and clear of any right, title, or interest of the Security Trustee.
The obligation of the Security Trustee to effect reassignment shall arise automatically upon the full and final satisfaction of the Secured Obligations, and the Assignor shall be entitled to demand reassignment at that time. For the avoidance of doubt, the Secured Obligations shall not be considered to have been discharged in full for purposes of this Section 10.1 so long as any Lender remains committed to make advances under the Credit Agreement or any contingent obligation under the Finance Documents remains outstanding, unless the Administrative Agent has confirmed in writing that no further obligations remain outstanding.
The Security Trustee may, in its discretion (but shall not be obligated to), effect a partial release of Assigned Receivables prior to the full discharge of all Secured Obligations, subject to the over-collateralization provisions set forth in Section 3.2 of this Agreement and subject to the prior written consent of the Required Lenders (as defined in the Credit Agreement), unless the Credit Agreement provides otherwise.
10.2 Form of Reassignment
Reassignment of the Assigned Receivables to the Assignor shall be effected by a written declaration (schriftliche Erklärung) of the Security Trustee in the form set forth in Schedule 4 (Form of Reassignment Declaration / Formular Rückabtretungserklärung) to this Agreement, executed by an authorized signatory of the Security Trustee. Such reassignment declaration shall be delivered to the Assignor within thirty (30) days following the date on which the Security Trustee has confirmed or been notified by the Administrative Agent that all Secured Obligations have been discharged in full.
Section 11: Power of Attorney (*Vollmacht*)
The Assignor hereby grants to the Security Trustee an irrevocable power of attorney (unwiderrufliche Vollmacht), which is granted in the interest of the Security Trustee (Vollmacht im Interesse des Bevollmächtigten), to perform any and all of the following actions in the name of and on behalf of the Assignor:
(a) notify any and all debtors (Drittschuldner) of the assignment of the Assigned Receivables, whether by dispatching the notification letters held in escrow pursuant to Section 5.1, issuing new notification letters, or by any other means;
(b) collect the Assigned Receivables from the respective debtors, including by issuing payment instructions, receipts, and discharge confirmations;
(c) execute, deliver, and file assignment notices (Abtretungsanzeigen), acknowledgments, receipts, and any other documents or instruments relating to the Assigned Receivables;
(d) commence, conduct, settle, or withdraw from any legal proceedings (gerichtliche oder außergerichtliche Verfahren) for the recovery or enforcement of the Assigned Receivables;
(e) negotiate, agree upon, and execute amendments, waivers, or settlements with debtors in respect of the Assigned Receivables;
(f) open, maintain, and operate bank accounts in the name of the Assignor for the purpose of receiving proceeds of the Assigned Receivables;
(g) grant sub-powers of attorney to agents, nominees, or representatives of the Security Trustee; and
(h) take any and all other actions that the Security Trustee considers necessary, advisable, or appropriate in order to enforce, protect, preserve, or realize the value of the Assigned Receivables.
This power of attorney is irrevocable (unwiderruflich) and shall not be affected by the death, incapacity, or insolvency of the Assignor, to the fullest extent permitted by applicable law. The Parties acknowledge that this power of attorney is granted in the interest of the Security Trustee and is therefore not subject to revocation by the Assignor pursuant to § 168 sentence 2 BGB.
The power of attorney granted under this Section 11 shall remain in full force and effect until the reassignment of all Assigned Receivables to the Assignor in accordance with Section 10. The Security Trustee shall exercise the power of attorney only to the extent necessary or advisable for the purposes set forth in this Agreement and the other German Security Documents.
Section 12: Miscellaneous (*Verschiedenes*)
12.1 Governing Law
This Agreement, and all non-contractual obligations arising out of or in connection with 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.
The Parties acknowledge that the Credit Agreement is governed by and construed in accordance with the laws of the State of New York, United States of America, and that the German Security Documents (including this Agreement, the Security Purpose Agreement, the Paral

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