GRUNDSCHULDBESTELLUNGSURKUNDE
(Deed of Creation of a Land Charge)
— English Translation for Reference Purposes Only — In the event of any discrepancy between the German original and this English translation, the German-language version shall prevail in all respects.
Notarial Reference Number (UR-Nr.): E 0847/2024
Date of Notarization: May 15, 2024
Place of Notarization: Frankfurt am Main, Germany
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I. NOTARIAL PROTOCOL HEADER (URKUNDSVORBLATT)
Notarial Deed No. E 0847/2024
On the fifteenth day of May, two thousand and twenty-four (May 15, 2024), there appeared before me, the undersigned notary public,
Dr. Friedrich Engelbrecht Notary Public (Notar) with office at Bockenheimer Anlage 44, 60322 Frankfurt am Main, Germany appointed by the President of the Oberlandesgericht Frankfurt am Main Member of the Notarkammer Frankfurt am Main
at my notarial office located at the above address in the city of Frankfurt am Main, Federal Republic of Germany, the persons identified in Section II below.
I, the notary, hereby confirm that I have verified the identities of all appearing persons by means of valid government-issued photographic identification documents (Personalausweis or Reisepass), and I have further verified the authority of each appearing person to act on behalf of the respective legal entity they represent by reviewing the relevant commercial register extracts (Handelsregisterauszüge), corporate resolutions, and powers of attorney, each as described herein and attached to this deed as exhibits.
This deed is executed in the German language. The notary has satisfied himself that all appearing persons either have sufficient command of the German language to understand this deed in its entirety or have been provided with the assistance of a qualified interpreter or translator in accordance with Section XII.A below.
This notarial deed (Urkunde) constitutes the formal instrument for the creation of a book land charge (Buchgrundschuld) over the real property described herein, together with associated submissions to immediate enforcement, all as more particularly set forth in the following sections.
The deed shall become effective upon its execution before the notary. The land charge created hereunder shall become effective as against third parties upon its registration in Section III (Abteilung III) of the land register (Grundbuch) maintained by the competent land registry (Grundbuchamt) at the Amtsgericht Frankfurt am Main.
II. PARTIES APPEARING BEFORE THE NOTARY (ERSCHIENENE)
II.A. The Land Owner / Grantor
The following entity appears as the owner of the encumbered property and grantor of the land charge:
Ironhaven Frankfurt GmbH ("IHDC Frankfurt" or the "Grantor")
Full legal name: Ironhaven Frankfurt GmbH
Registered office: Hanauer Landstraße 188, 60314 Frankfurt am Main, Germany
Legal form: Gesellschaft mit beschränkter Haftung (limited liability company) organized under the laws of the Federal Republic of Germany
Commercial register: Amtsgericht Frankfurt am Main, HRB 129457
German Tax ID (Steuernummer): 045/127/98321
VAT Identification Number (USt-IdNr.): DE347891205
Sole quotaholder (Alleingesellschafterin): Ironhaven Data Centers LLC, a limited liability company organized under the laws of the State of Delaware, United States of America, with its principal office at 4500 Dominion Ridge Boulevard, Suite 300, Ashburn, VA 20147, USA
IHDC Frankfurt is represented before this notary by:
1. Katarina Bremer, born on March 14, 1978, business address: Hanauer Landstraße 188, 60314 Frankfurt am Main, Germany, identified by Personalausweis (German national identity card) number T724N3R821, issued by the Stadtverwaltung Frankfurt am Main. Ms. Bremer serves as Managing Director (Geschäftsführerin) of IHDC Frankfurt and is authorized to represent the company individually (einzelvertretungsberechtigt) pursuant to the company's articles of association and as confirmed by the commercial register extract (Handelsregisterauszug) attached hereto as Exhibit B.
2. Marcus Delaine, born on July 22, 1981, business address: 4500 Dominion Ridge Boulevard, Suite 300, Ashburn, VA 20147, USA, identified by United States Passport number 578214963, issued by the United States Department of State. Mr. Delaine serves as Managing Director (Geschäftsführer) of IHDC Frankfurt and is likewise authorized to represent the company individually (einzelvertretungsberechtigt) pursuant to the company's articles of association and as confirmed by the commercial register extract attached hereto as Exhibit B.
The notary hereby confirms that he has reviewed a current extract from the commercial register (Handelsregisterauszug) of the Amtsgericht Frankfurt am Main for IHDC Frankfurt (HRB 129457), dated May 8, 2024, which confirms that both Ms. Bremer and Mr. Delaine are duly registered as managing directors of IHDC Frankfurt, each with sole power of representation (Einzelvertretungsbefugnis), and are exempt from the restrictions of Section 181 of the German Civil Code (BGB) regarding self-dealing. A copy of this extract is attached hereto as Exhibit B.
Both managing directors appear jointly before the notary for purposes of this deed, though either would have been authorized to act individually.
II.B. The Security Trustee / Beneficiary
The following entity appears as the beneficiary of the land charge and the Security Trustee under the relevant security documentation:
Pinnacle Trust Company, N.A. ("Pinnacle Trust" or the "Security Trustee")
Full legal name: Pinnacle Trust Company, N.A.
Legal form: National banking association organized under the laws of the United States of America and chartered by the Office of the Comptroller of the Currency
Headquarters: 101 Constitution Avenue NW, Washington, D.C. 20001, United States of America
Acting through: Its London branch, located at 25 Cabot Square, Canary Wharf, London E14 4QA, United Kingdom
Capacity: Collateral Agent and Security Trustee under the Credit Agreement dated May 15, 2024 (as defined below), and the German Parallel Debt and Security Trust Agreement (Sicherheitentreuhandvertrag) entered into in connection therewith
Pinnacle Trust Company, N.A. is represented before this notary by:
William Hargrove, born on November 5, 1975, business address: 25 Cabot Square, Canary Wharf, London E14 4QA, United Kingdom, identified by United Kingdom Passport number 512847630, issued by Her Majesty's Passport Office. Mr. Hargrove serves as Senior Vice President, Corporate Trust, of Pinnacle Trust Company, N.A. and acts in this capacity under a duly executed power of attorney (Vollmacht) dated May 3, 2024, granted to him by the authorized signatories of Pinnacle Trust Company, N.A.
The notary has reviewed the power of attorney, which has been apostilled in accordance with the Hague Convention Abolishing the Requirement of Legalisation for Foreign Public Documents of October 5, 1961. A certified copy of the power of attorney, together with the apostille, is attached hereto as Exhibit C. The notary is satisfied that the power of attorney is valid and sufficient to authorize Mr. Hargrove to act on behalf of Pinnacle Trust Company, N.A. in connection with the execution and acceptance of this deed.
Mr. Hargrove confirmed before the notary that Pinnacle Trust Company, N.A. accepts its appointment as Security Trustee and the creation of the land charge in its favor as set forth in this deed.
III. RECITALS (VORBEMERKUNGEN)
The appearing parties make the following preliminary statements by way of background to this deed:
III.A. Background of the Transaction
The parties hereto note and refer to the Senior Secured Term Loan B Credit Agreement dated as of May 15, 2024 (the "Credit Agreement"), entered into among:
(a) Ironhaven Data Centers LLC, a limited liability company organized under the laws of the State of Delaware, United States of America, with its principal office at 4500 Dominion Ridge Boulevard, Suite 300, Ashburn, VA 20147, USA, as Borrower;
(b) Ironhaven Frankfurt GmbH (IHDC Frankfurt), as Co-Borrower under the EUR Sub-Tranche (as defined below);
(c) Ironhaven Holdings Inc., a corporation organized under the laws of the State of Delaware, United States of America, as Parent Guarantor;
(d) Crescent Harbor Bank, N.A., a national banking association organized under the laws of the United States of America, with its principal office at 600 Travis Street, Suite 4500, Houston, TX 77002, USA, as Administrative Agent;
(e) Pinnacle Trust Company, N.A., acting through its London branch, as Collateral Agent and Security Trustee; and
(f) The several lenders from time to time party thereto (collectively, the "Lenders").
Pursuant to the Credit Agreement, the Lenders have agreed to extend senior secured term loan facilities to the Borrower and the Co-Borrower in an aggregate principal amount of Nine Hundred Fifty Million United States Dollars (USD 950,000,000), comprising the following tranches:
(i) a USD Tranche in the aggregate principal amount of Six Hundred Seventy-Five Million United States Dollars (USD 675,000,000); and
(ii) a EUR Sub-Tranche in the aggregate principal amount of Two Hundred Fifty-Three Million Five Hundred Seventy-One Thousand Four Hundred Twenty-Nine Euros (€253,571,429), equivalent to approximately Two Hundred Seventy-Five Million United States Dollars (USD 275,000,000) at an EUR/USD exchange rate of 1.0846 as of the date of the Credit Agreement.
IHDC Frankfurt participates in the Credit Agreement as the Co-Borrower under the EUR Sub-Tranche. The proceeds of the EUR Sub-Tranche are designated to fund the development, design, engineering, construction, equipping, and commissioning of a hyperscale data center campus located at Hanauer Landstraße 188, 60314 Frankfurt am Main, Germany, known as the "Ironhaven Frankfurt I" or the "Frankfurt Campus." The estimated total cost of Phase I of the Frankfurt Campus is approximately €253.6 million (approximately USD 275 million), encompassing land preparation, shell and core construction, mechanical, electrical, and plumbing infrastructure, fiber connectivity, and initial tenant fit-out for an anticipated 40 MW critical IT load capacity.
The Credit Agreement is governed by the laws of the State of New York, United States of America. This land charge (Grundschuld) and all matters relating to its creation, perfection, priority, and enforcement are governed exclusively by the laws of the Federal Republic of Germany.
The CUSIP reference number for the term loan facility is 46283LAA5.
III.B. Security Context
In connection with the Credit Agreement, the following parties have entered into a German Parallel Debt and Security Trust Agreement (Sicherheitentreuhandvertrag) (the "Parallel Debt Agreement"):
(a) Ironhaven Frankfurt GmbH (IHDC Frankfurt);
(b) Pinnacle Trust Company, N.A., acting through its London branch, as Security Trustee; and
(c) The Lenders party to the Credit Agreement.
Under the Parallel Debt Agreement, IHDC Frankfurt has assumed an abstract payment obligation (abstraktes Schuldversprechen) in favor of the Security Trustee (the "Parallel Debt"). The Parallel Debt mirrors, in amount and timing, the obligations of IHDC Frankfurt under the Credit Agreement and creates an independent claim of the Security Trustee against IHDC Frankfurt that exists alongside, but independently of, the claims of the individual Lenders under the Credit Agreement. The purpose of the Parallel Debt is to enable the creation of German-law security interests, including this land charge, in favor of a single creditor (the Security Trustee) for the benefit of all Secured Parties, in accordance with customary German security structuring practice.
The land charge created under this deed is a non-accessory land charge (nicht-akzessorische Grundschuld) within the meaning of Sections 1191 and 1192 of the German Civil Code (BGB). As a matter of German property law, the existence, validity, and enforceability of the land charge are independent of the existence, validity, or enforceability of the underlying secured obligations. The relationship between the land charge and the underlying secured obligations is governed solely by the German Security Purpose Agreement (Sicherungszweckerklärung) referenced in Section III.D below. This means that the land charge continues to exist as a matter of property law even if the underlying secured obligations are satisfied, discharged, or otherwise cease to exist, until such time as the land charge is itself formally released and cancelled from the land register.
The appearing parties are aware of the non-accessory nature of the land charge and the implications thereof, including the requirement that any enforcement of the land charge must comply with the terms and conditions set forth in the Security Purpose Agreement.
III.C. Syndicate Lenders Benefiting from the Security
The Security Trustee holds the land charge created hereunder for the benefit of all "Secured Parties" as defined in the Credit Agreement and the Parallel Debt Agreement. As of the date of the Credit Agreement, the Lenders comprising the syndicate and their respective allocated commitments under the Credit Agreement are as follows:
For the avoidance of doubt, NordBrücke AG's commitment of $150,000,000 is allocated entirely to the Frankfurt sub-tranche (EUR Sub-Tranche) as the German relationship bank for the Frankfurt Campus project.
The internal relationship among the Secured Parties, including the allocation of proceeds realized from the enforcement of the land charge and the ranking of claims among the Lenders, is governed exclusively by the Credit Agreement, the Parallel Debt Agreement, and the Intercreditor Agreement (as defined below). The registration of the land charge in favor of the Security Trustee as a single registered holder does not create any direct claim of the individual Lenders against the encumbered property; rather, the individual Lenders' interests are protected through the fiduciary arrangements established under the Parallel Debt Agreement.
III.D. Related German Security Documents
This land charge is one of several security interests created under German law in connection with the Credit Agreement. The following German-law security documents have been or will be entered into in connection with the transactions contemplated by the Credit Agreement (collectively, together with this deed, the "German Security Documents"):
(a) German Parallel Debt and Security Trust Agreement (Sicherheitentreuhandvertrag) — establishing the parallel debt and the trust structure for the benefit of the Secured Parties;
(b) German Security Purpose Agreement (Sicherungszweckerklärung) — defining the purpose, scope, and conditions under which the security interests (including this land charge) may be enforced, and governing the return of security upon satisfaction of the secured obligations;
(c) German Global Assignment of Receivables (Globalzession) — assigning present and future receivables of IHDC Frankfurt to the Security Trustee by way of security;
(d) German Account Pledge Agreement (Kontoverpfändung) — pledging bank accounts held by IHDC Frankfurt at NordBrücke AG, Frankfurt am Main branch, to the Security Trustee;
(e) German Security Transfer of Movable Assets (Sicherungsübereignungsvertrag) — transferring by way of security the ownership of movable assets (including data center equipment, generators, cooling systems, and other tangible personal property) located at the Frankfurt Campus to the Security Trustee; and
(f) German Share Pledge Agreement (Anteilsverpfändungsvertrag) — pledging the quota (Geschäftsanteil) in IHDC Frankfurt held by Ironhaven Data Centers LLC to the Security Trustee.
Each of the foregoing German Security Documents is governed by the laws of the Federal Republic of Germany. The enforcement and realization of all German Security Documents, including this land charge, is subject to the terms and conditions of the Security Purpose Agreement and the Intercreditor Agreement.
IV. DESCRIPTION OF THE ENCUMBERED PROPERTY (GRUNDSTÜCKSBESCHREIBUNG)
IV.A. Land Register Information
The land charge created under this deed encumbers the following real property:
Land registry (*Grundbuchamt*): Amtsgericht Frankfurt am Main
Land register folio (*Grundbuch*): Grundbuch von Frankfurt am Main-Ost, Blatt 54321
Cadastral district (*Gemarkung*): Frankfurt am Main-Ost
Plot section (*Flur*): 12
Plot number (*Flurstück*): 789
Approximate area: 18.7 hectares (approximately 46.2 acres)
Location / street address: Hanauer Landstraße 188, 60314 Frankfurt am Main, Germany
The above land register data corresponds to the current Grundbuchauszug (land register extract) obtained by the notary from the Grundbuchamt at the Amtsgericht Frankfurt am Main, dated May 6, 2024, a copy of which is attached hereto as Exhibit A.
IV.B. Current State of the Property
As of the date of this deed, the property described above consists of undeveloped and partially developed industrial land (Industriegelände) designated under the applicable zoning plan (Bebauungsplan) of the City of Frankfurt am Main for commercial and industrial use. The property is situated in the eastern industrial corridor of Frankfurt am Main, with proximity to major fiber optic routes, electrical substations (operated by Halcyon Holdings), and the Frankfurt Internet Exchange (DE-CIX).
The property has been designated for the development of a hyperscale data center campus under the project designation "Ironhaven Frankfurt I" (the "Frankfurt Campus"). The planned specifications and development status of the Frankfurt Campus are as follows:
Total planned capacity: 80 MW critical IT load (at full build-out across multiple phases)
Phase I planned capacity: 40 MW critical IT load, to be delivered through two data halls (Data Halls A and B), each with 20 MW capacity, supported by on-site power infrastructure including medium-voltage switchgear, diesel rotary uninterruptible power supply (DRUPS) systems, and N+1 redundant cooling infrastructure
Estimated Phase I completion date: Q1 2026
Anchor tenant: A pre-lease letter of intent has been executed with Euronova Digital GmbH, a Frankfurt-based cloud services provider, for the lease of 20 MW of critical IT load capacity in Data Hall A, on a seven (7) year initial term, with projected annual rent of €9,800,000 (approximately €490,000 per MW per year), subject to the execution of a definitive lease agreement
As of the date of this deed, site preparation activities have commenced, including geotechnical surveys, environmental assessments, and initial earthwork. No permanent structures have yet been erected on the property.
The notary confirms that Section III (Abteilung III) of the land register for the property is currently free and clear of any existing land charges (Grundschulden), mortgages (Hypotheken), or other encumbrances (Belastungen). No prior-ranking encumbrances exist or are pending registration. The Grantor has confirmed, and the notary has verified by reference to the Grundbuchauszug attached as Exhibit A, that there are no undisclosed liens, charges, or claims of any nature registered against the property in Section III of the land register.
IV.C. Ownership Confirmation
IHDC Frankfurt is the sole registered owner (Eigentümerin) of the property as recorded in Section I (Abteilung I) of the Grundbuch von Frankfurt am Main-Ost, Blatt 54321. Ownership was acquired by IHDC Frankfurt pursuant to a purchase agreement (Kaufvertrag) notarized on September 28, 2023 (UR-Nr. E 0412/2023, Notar Dr. Friedrich Engelbrecht, Frankfurt am Main), and ownership was registered in the land register on December 15, 2023.
The notary has reviewed the current Grundbuchauszug (attached as Exhibit A) and confirms that IHDC Frankfurt is recorded as the sole owner of the entire property with no limitations on or challenges to its title.
Section II (Abteilung II) of the land register contains the following entries, which the notary has reviewed and which, in the opinion of the Security Trustee's German legal counsel, do not materially impair the value or enforceability of the land charge created hereunder:
(i) A utility easement (Grunddienstbarkeit) in favor of Halcyon Holdings for the routing and maintenance of underground electrical conduits across the northwestern portion of the property, registered on April 3, 2019; and
(ii) A public right-of-way easement (beschränkte persönliche Dienstbarkeit) in favor of the City of Frankfurt am Main for pedestrian and vehicular access along the eastern boundary of the property, registered on June 12, 2020.
No rights of first refusal (Vorkaufsrechte), usufructs (Nießbrauch), or other encumbrances are registered in Section II of the land register other than the above-described customary utility and access easements.
V. CREATION OF THE LAND CHARGE (BESTELLUNG DER GRUNDSCHULD)
V.A. Type and Amount of Land Charge
IHDC Frankfurt, acting through its Managing Directors Ms. Bremer and Mr. Delaine, hereby creates, grants, and establishes a book land charge without certificate (Buchgrundschuld ohne Brief) in accordance with Sections 1191 and 1192 of the German Civil Code (BGB) over the property described in Section IV above.
The issuance of a land charge certificate (Grundschuldbrief) is hereby expressly excluded (Briefausschluss). The land charge shall be registered in the land register as a book land charge (Buchgrundschuld) in accordance with Section 1116, paragraph 2, sentence 3 of the German Civil Code.
The land charge is created in the following principal amount:
Principal amount (*Nennbetrag*): €253,571,429.00 (in words: two hundred fifty-three million five hundred seventy-one thousand four hundred twenty-nine euros and zero cents)
This principal amount corresponds to the aggregate principal amount of the EUR Sub-Tranche under the Credit Agreement.
The appearing parties acknowledge that the registered amount of the land charge, together with the registered interest rate and one-time additional charge specified in Sections V.B below, provides headroom for the enforcement of the land charge in respect of accrued interest, default interest, costs, fees, and other amounts that may become due and payable under the secured obligations. The registered interest rate and one-time additional charge are registration-level amounts (eingetragene Beträge) intended to ensure that the Security Trustee's enforcement rights are not limited by the nominal principal amount of the land charge; they do not reflect the actual contractual interest rate under the Credit Agreement, which is three-month EURIBOR plus 425 basis points per annum (with a EURIBOR floor of 0.00%).
Ranking: The land charge shall be registered at first priority (erstrangig) in Section III (Abteilung III) of the land register. As of the date of this deed, there are no prior-ranking encumbrances in Section III of the land register, and IHDC Frankfurt covenants that no such prior-ranking encumbrances shall be created or permitted to be created prior to the registration of this land charge.
V.B. Interest on the Land Charge (Grundschuldzinsen)
The land charge shall bear interest at the following rate:
Annual interest rate (*Jahreszinsen*): 18% (eighteen percent) per annum on the registered principal amount of €253,571,429.00
This annual interest rate of 18% is the registered rate (eingetragener Zinssatz) under the land charge. It is customary in German secured lending practice to register a land charge with an interest rate significantly higher than the contractual interest rate under the underlying credit agreement. The purpose of this elevated registered rate is to ensure that, in the event of enforcement, the land charge provides adequate coverage for the recovery of not only the principal amount but also accrued contractual interest, default interest, costs of enforcement, fees, and other amounts that may become due and payable. The actual contractual interest rate under the Credit Agreement (EURIBOR + 425 bps) is substantially lower than this registered rate. The relationship between the registered rate and the actual amounts secured is governed by the Security Purpose Agreement (Sicherungszweckerklärung).
In addition to the annual interest, the land charge includes the following one-time additional charge:
One-time additional charge (*einmalige Nebenleistung*): 5% (five percent) of the registered principal amount of €253,571,429.00, equaling €12,678,571.45, for the coverage of enforcement costs, legal fees, court costs, and other expenses incurred in connection with the realization of the land charge
V.C. Beneficiary
The land charge is created in favor of:
Pinnacle Trust Company, N.A., acting through its London branch located at 25 Cabot Square, Canary Wharf, London E14 4QA, United Kingdom, in its capacity as Security Trustee under the German Parallel Debt and Security Trust Agreement (Sicherheitentreuhandvertrag)
Pinnacle Trust Company, N.A. holds the land charge in its capacity as Security Trustee for the benefit of all Secured Parties as defined in the Credit Agreement and the Parallel Debt Agreement. The Secured Parties include, without limitation, the Administrative Agent, the Collateral Agent, the Security Trustee, and each of the Lenders from time to time party to the Credit Agreement.
The internal relationship between the Security Trustee and the Secured Parties, including the allocation and distribution of any proceeds realized from the enforcement of the land charge, is governed exclusively by the Parallel Debt Agreement and the Intercreditor Agreement. The registration of the land charge in favor of Pinnacle Trust Company, N.A. as a single holder does not create any direct proprietary interest of the individual Lenders in the land charge or in the encumbered property.
V.D. Enforcement Provisions
V.D.1. Submission to Immediate Enforcement Against the Property (§ 800 ZPO)
IHDC Frankfurt, acting through its Managing Directors, hereby submits to immediate enforcement (sofortige Zwangsvollstreckung) of the land charge created under this deed against the encumbered property described in Section IV above, in accordance with Section 800 of the German Code of Civil Procedure (Zivilprozessordnung — ZPO).
This submission to enforcement means that Pinnacle Trust Company, N.A., as Security Trustee and holder of the land charge, may, without first obtaining a court judgment or other enforceable title, apply directly to the competent enforcement court for the compulsory sale (Zwangsversteigerung) or compulsory administration (Zwangsverwaltung) of the encumbered property, or for the appointment of a receiver, in each case in accordance with the German Compulsory Auction and Receivership Act (Zwangsversteigerungsgesetz — ZVG), provided that the conditions for enforcement under the Security Purpose Agreement are met.
The notary has advised IHDC Frankfurt, through its Managing Directors, of the full legal significance and consequences of this submission to immediate enforcement. In particular, the notary has explained that:
(a) this submission enables the Security Trustee to enforce the land charge without prior judicial proceedings;
(b) enforcement may result in the compulsory sale of the property at public auction;
(c) IHDC Frankfurt retains the right to raise objections (Vollstreckungsgegenklage) to enforcement on the merits, including on the basis that the conditions for enforcement under the Security Purpose Agreement have not been met; however, such objections must be raised by way of separate court proceedings and do not automatically stay enforcement; and
(d) the submission to enforcement is effective as against IHDC Frankfurt and any successor in title to the encumbered property.
IHDC Frankfurt, having been so advised, confirms that it consents to and accepts this submission to immediate enforcement.
V.D.2. Personal Liability and Submission to Enforcement Against All Assets (§ 794 Abs. 1 Nr. 5 ZPO)
In addition to the in rem submission to enforcement against the encumbered property, IHDC Frankfurt hereby assumes personal liability (persönliche Haftungsübernahme) in respect of the land charge amount (principal, interest, and one-time additional charge as specified in Sections V.A and V.B above) and submits to immediate enforcement against all of its assets (Zwangsvollstreckungsunterwerfung in das gesamte Vermögen) in accordance with Section 794, paragraph 1, number 5 of the German Code of Civil Procedure (ZPO).
This personal submission to enforcement is abstract (abstrakt) and is not limited to the nominal amount of the land charge unless explicitly capped. It enables the Security Trustee, upon the conditions for enforcement being met under the Security Purpose Agreement, to levy execution against any and all assets of IHDC Frankfurt, including but not limited to bank accounts, receivables, movable assets, and other property, without first obtaining a court judgment.
The notary has advised IHDC Frankfurt, through its Managing Directors, of the full legal significance and consequences of this personal submission to enforcement. In particular, the notary has explained that:
(a) this submission creates an independent enforcement title against the personal assets of IHDC Frankfurt, in addition to the enforcement title against the encumbered property;
(b) a separate court judgment is not required for the Security Trustee to proceed with enforcement against IHDC Frankfurt's personal assets;
(c) enforcement may include the attachment and seizure of bank accounts, the garnishment of receivables owed to IHDC Frankfurt by third parties, and the seizure and sale of movable assets;
(d) IHDC Frankfurt's liability under this personal submission is not limited to the value of the encumbered property and extends to IHDC Frankfurt's entire assets (gesamtes Vermögen); and
(e) IHDC Frankfurt retains the right to raise objections (Vollstreckungsgegenklage) to enforcement on the merits, but such objections must be raised by way of separate court proceedings and do not automatically stay enforcement.
IHDC Frankfurt, having been so advised, confirms that it consents to and accepts this personal submission to immediate enforcement.
V.E. Relationship to the Parallel Debt
The appearing parties hereby clarify and confirm that the land charge created under this deed secures the parallel debt claim (Parallelschuld) of the Security Trustee as created under the Parallel Debt Agreement. The land charge does not directly secure the underlying claims of the individual Lenders against IHDC Frankfurt under the Credit Agreement. Rather, the Security Trustee's parallel debt claim mirrors the obligations of IHDC Frankfurt under the Credit Agreement in amount and timing, and enforcement of the land charge is undertaken by the Security Trustee in its own name but for the account of all Secured Parties.
The scope of the secured obligations, the circumstances under which the Security Trustee may enforce the land charge, and the conditions under which the land charge must be released and cancelled upon satisfaction of the secured obligations are all governed by the Security Purpose Agreement (Sicherungszweckerklärung), which has been entered into as a separate agreement between IHDC Frankfurt and the Security Trustee and is referenced in Section III.D above. A copy of the Security Purpose Agreement is attached hereto as Exhibit G.
For the avoidance of doubt, the Security Trustee may only enforce the land charge in accordance with, and subject to the conditions and limitations set forth in, the Security Purpose Agreement. Upon the full and final satisfaction of all secured obligations (as defined in the Security Purpose Agreement), the Security Trustee is obligated under the Security Purpose Agreement to consent to the release and cancellation of the land charge from the land register.
VI. REPRESENTATIONS AND WARRANTIES OF THE GRANTOR
IHDC Frankfurt, acting through its Managing Directors Ms. Bremer and Mr. Delaine, hereby makes the following representations and warranties to the Security Trustee as of the date of this deed:
VI.A. Corporate Authority
IHDC Frankfurt is a limited liability company (Gesellschaft mit beschränkter Haftung) duly organized, validly existing, and in good standing under the laws of the Federal Republic of Germany. IHDC Frankfurt has the corporate power and authority to own and operate its assets and to carry on its business as currently conducted and as contemplated by the Credit Agreement.
The execution and delivery of this deed, including the creation of the land charge, the assumption of personal liability, and the submission to immediate enforcement as set forth herein, have been duly authorized by all necessary corporate action on the part of IHDC Frankfurt, including:
(a) a shareholders' resolution (Gesellschafterbeschluss) of Ironhaven Data Centers LLC, as the sole quotaholder of IHDC Frankfurt, dated May 10, 2024, expressly authorizing the Managing Directors of IHDC Frankfurt to execute this deed and to submit to enforcement in the manner set forth herein — a copy of this resolution is attached hereto as Exhibit D; and
(b) the general authority of the Managing Directors under the articles of association (Gesellschaftsvertrag) of IHDC Frankfurt and their registration in the commercial register as sole representatives with individual power of representation.
The Managing Directors appearing before this notary have full power and authority to act on behalf of IHDC Frankfurt in connection with this deed. No further approvals, consents, or authorizations are required for the valid execution and delivery of this deed and the creation of the security interests contemplated herein.
VI.B. Title and Encumbrances
IHDC Frankfurt represents and warrants that:
(a) It is the sole registered owner (Eigentümerin) of the property described in Section IV above, as confirmed by the Grundbuchauszug attached as Exhibit A;
(b) The property is free and clear from any land charges (Grundschulden), mortgages (Hypotheken), or other encumbrances in Section III (Abteilung III) of the land register, other than those expressly disclosed in this deed and approved in writing by the Security Trustee;
(c) No rights of first refusal (Vorkaufsrechte), usufructs (Nießbrauch), easements (Grunddienstbarkeiten or beschränkte persönliche Dienstbarkeiten), or other encumbrances are registered in Section II (Abteilung II) of the land register that would materially impair the value of the property or the enforceability of the land charge created hereunder, other than the customary utility and access easements described in Section IV.C above;
(d) There are no unregistered claims, liens, or rights of third parties that could affect the property or the priority of the land charge created hereunder; and
(e) IHDC Frankfurt has not entered into any agreements or arrangements that would create or give rise to any conflicting security interest, lien, charge, or encumbrance over the property.
VI.C. No Insolvency / Enforcement Proceedings
IHDC Frankfurt represents and warrants that:
(a) No insolvency proceedings (Insolvenzverfahren), including preliminary insolvency proceedings (vorläufiges Insolvenzverfahren), have been opened, applied for, or threatened against IHDC Frankfurt;
(b) IHDC Frankfurt is not over-indebted (überschuldet) within the meaning of Section 19 of the German Insolvency Code (InsO) and is not unable to pay its debts as they become due (zahlungsunfähig) within the meaning of Section 17 of the InsO;
(c) No enforcement proceedings (Zwangsvollstreckungsmaßnahmen) are pending or threatened against the property or against any other material assets of IHDC Frankfurt; and
(d) No attachment, seizure, or garnishment orders have been issued or applied for in respect of the property or any other material assets of IHDC Frankfurt.
VI.D. Sanctions and Anti-Money Laundering Compliance
IHDC Frankfurt represents and warrants that:
(a) Neither IHDC Frankfurt, nor any of its direct or indirect beneficial owners, managing directors, officers, employees, or affiliates, is a person or entity that is listed on, or is owned or controlled by a person or entity listed on:
(i) the EU Consolidated List of Persons, Groups, and Entities Subject to EU Financial Sanctions, as maintained by the European Commission;
(ii) the Specially Designated Nationals and blocked Persons List (SDN List) maintained by the Office of Foreign Assets Control (OFAC) of the United States Department of the Treasury;
(iii) the UK Sanctions List maintained by His Majesty's Treasury;
(iv) the United Nations Security Council Consolidated List; or
(v) any other applicable sanctions list maintained by a governmental authority with jurisdiction over the parties or the transactions contemplated by the Credit Agreement;
(b) IHDC Frankfurt has complied in all material respects with the German Anti-Money Laundering Act (Geldwäschegesetz — GwG), including the requirement to file accurate and complete information with the German Transparency Register (Transparenzregister) regarding its beneficial owners;
(c) The funds used in connection with the acquisition and development of the property, and the proceeds of the loans under the Credit Agreement, are not and will not be used, directly or indirectly, for any purpose that would violate applicable anti-money laundering laws, anti-terrorism financing laws, or sanctions laws; and
(d) IHDC Frankfurt maintains internal policies and procedures reasonably designed to ensure ongoing compliance with applicable sanctions and anti-money laundering laws.
VII. CONDITIONS AND COVENANTS
IHDC Frankfurt hereby covenants and agrees with the Security Trustee as follows, each covenant to remain in full force and effect until the land charge has been released and cancelled from the land register in accordance with the terms of the Security Purpose Agreement:
VII.A. Negative Pledge
IHDC Frankfurt covenants that it shall not, without the prior written consent of the Security Trustee (acting upon the instructions of the Required Lenders as defined in the Credit Agreement), create, grant, permit, or suffer to exist any additional liens, land charges, mortgages, pledges, encumbrances, or other security interests over or affecting the property that would rank equal to (gleichrangig) or senior to (vorrangig) the land charge created hereunder.
This negative pledge applies to all forms of real property security, including but not limited to additional land charges (Grundschulden), mortgages (Hypotheken), easements (Dienstbarkeiten) that would materially impair the value of the property, usufructs (Nießbrauch), and any contractual or statutory liens or claims that could achieve priority over or rank pari passu with this land charge.
For the avoidance of doubt, this negative pledge does not restrict the creation of customary easements or rights-of-way in favor of utility providers to the extent necessary for the operation and development of the Frankfurt Campus, provided that such easements do not materially impair the value of the property or the Security Trustee's enforcement rights, and provided that the Security Trustee has been given prior written notice of the proposed easement and has not objected within fifteen (15) business days of receipt of such notice.
VII.B. Insurance Obligations
IHDC Frankfurt covenants that it shall, at all times during the term of the land charge:
(a) During the construction phase, maintain builder's risk insurance (Bauleistungsversicherung), comprehensive general liability insurance, and environmental liability insurance in respect of the property and the Frankfurt Campus construction project, each in amounts and with terms that meet or exceed the requirements set forth in Schedule 7.04 of the Credit Agreement;
(b) Upon commencement of operations, maintain comprehensive property insurance (including coverage for fire, flood, storm, earthquake, and other customary perils), business interruption insurance, and comprehensive general liability insurance in respect of the property and the Frankfurt Campus operations, each in amounts and with terms that meet or exceed the requirements set forth in Schedule 7.04 of the Credit Agreement;
(c) Ensure that Pinnacle Trust Company, N.A., as Security Trustee, is noted as loss payee (Begünstigter) and additional insured on all insurance policies maintained in respect of the property, to the extent required by the Credit Agreement;
(d) Provide the Security Trustee with copies of all insurance policies, endorsements, and certificates of insurance, and with prompt notice of any material change, cancellation, or non-renewal of any such policy; and
(e) Place all insurance coverage through Calloway & Strand Insurance Brokers, Inc. (Patricia Calloway, Managing Director), the insurance broker appointed under the Credit Agreement, or such other broker as may be approved by the Security Trustee.
All insurance policies shall be placed with insurers of recognized financial standing, with an A.M. Best rating of A- or better (or equivalent international rating), and shall contain customary terms and conditions for insurance covering properties and operations of the type and scale of the Frankfurt Campus.
VII.C. Obligation to Maintain Property
IHDC Frankfurt covenants that it shall: