PARALLEL DEBT UNDERTAKING AND SECURITY TRUST AGREEMENT

PARALLEL DEBT UNDERTAKING AND SECURITY TRUST AGREEMENT
(Sicherheitentreuhandvertrag)
Dated May 15, 2024
PARTIES
Ironhaven Frankfurt GmbH, a Gesellschaft mit beschränkter Haftung organized and existing under the laws of the Federal Republic of Germany, registered with the Amtsgericht Frankfurt am Main under HRB 129457, with its registered office at Hanauer Landstraße 188, 60314 Frankfurt am Main, Germany (the "German Borrower");
Ironhaven Data Centers LLC, a limited liability company organized and existing under the laws of the State of Delaware, United States of America, with its headquarters at 4500 Dominion Ridge Boulevard, Suite 300, Ashburn, Virginia 20147, United States (the "US Borrower" and, together with the German Borrower, the "Obligors");
Pinnacle Trust Company, N.A. (acting through its London branch), a national trust company organized under the laws of the United States of America, with its headquarters at 101 Constitution Avenue NW, Washington, D.C. 20001, United States (the "Security Trustee"); and
The financial institutions listed in Schedule 1 hereto (the "Secured Creditors").
This Agreement is entered into in connection with and pursuant to the Senior Secured Term Loan B Credit Agreement dated May 15, 2024 (CUSIP: 46283LAA5), among Ironhaven Data Centers LLC (as Borrower), Ironhaven Frankfurt GmbH (as Co-Borrower), Ironhaven Holdings Inc. (as Parent Guarantor), Crescent Harbor Bank, N.A. (as Administrative Agent, Sole Lead Arranger, and Sole Bookrunner), Pinnacle Trust Company, N.A. (as Collateral Agent), and the Lenders party thereto, providing for a senior secured term loan B facility 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) (approximately $275,000,000 at the agreed exchange rate of EUR/USD 1.0846) (the "Credit Agreement").
This Agreement is governed by the laws of the Federal Republic of Germany.
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RECITALS (*Vorbemerkungen*)
(A) The Credit Agreement
The parties hereto refer to the Senior Secured Term Loan B Credit Agreement dated May 15, 2024 (CUSIP: 46283LAA5) (the "Credit Agreement"), among Ironhaven Data Centers LLC (as Borrower), Ironhaven Frankfurt GmbH (as Co-Borrower), Ironhaven Holdings Inc. (as Parent Guarantor), Crescent Harbor Bank, N.A. (as Administrative Agent, Sole Lead Arranger, and Sole Bookrunner), Pinnacle Trust Company, N.A. (as Collateral Agent), and the Lenders party thereto. The Credit Agreement governs a Senior Secured Term Loan B facility in an aggregate principal amount of $950,000,000 (Nine Hundred Fifty Million United States Dollars).
The Term Loan consists of two tranches:
(i) the USD Tranche in an aggregate principal amount of $675,000,000 (Six Hundred Seventy-Five Million United States Dollars), bearing interest at a rate per annum equal to the Secured Overnight Financing Rate ("SOFR") plus 425 basis points, with a SOFR floor of 0.50%; and
(ii) the EUR Sub-Tranche in an aggregate principal amount 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 (Two Hundred Seventy-Five Million United States Dollars) at the agreed exchange rate of EUR/USD 1.0846, bearing interest at a rate per annum equal to the Euro Interbank Offered Rate ("EURIBOR") plus 425 basis points, with a EURIBOR floor of 0.00%.
The Term Loan has a maturity date of June 3, 2031, being seven (7) years from the Closing Date of June 3, 2024. The Credit Agreement was signed on May 15, 2024, with initial funding and closing scheduled for June 3, 2024.
(B) The Parties and Their Roles
Ironhaven Frankfurt GmbH ("IHDC Frankfurt") is a Gesellschaft mit beschränkter Haftung organized under the laws of the Federal Republic of Germany, registered with the Amtsgericht Frankfurt am Main under HRB 129457, with its registered office at Hanauer Landstraße 188, 60314 Frankfurt am Main, Germany. IHDC Frankfurt is a wholly owned subsidiary of Ironhaven Data Centers LLC. IHDC Frankfurt serves as Co-Borrower under the Credit Agreement and is responsible for the Frankfurt campus construction tranche in the amount of €253,571,429. The current managing directors (Geschäftsführer) of IHDC Frankfurt are Marcus Delaine and Katarina Bremer, each with sole power of representation.
Ironhaven Data Centers LLC ("IHDC") is a limited liability company organized under the laws of the State of Delaware, United States, with its headquarters at 4500 Dominion Ridge Boulevard, Suite 300, Ashburn, Virginia 20147. IHDC is the primary Borrower under the Credit Agreement and holds 100% of the shares (Geschäftsanteile) in IHDC Frankfurt.
Ironhaven Holdings Inc. is a corporation organized under the laws of the State of Delaware and is the Parent Guarantor under the Credit Agreement. Ironhaven Holdings Inc. is the direct owner of 100% of IHDC's membership interests.
Thornfield Capital Partners, LP is the ultimate equity sponsor, holding its interest through Thornfield Infrastructure Fund III, LP (vintage 2021; committed capital $4.8 billion). Thornfield Capital Partners, LP, through its fund vehicle, controls Ironhaven Holdings Inc. and, indirectly, IHDC and IHDC Frankfurt.
Crescent Harbor Bank, N.A., with its principal office at 1200 Harbor Point Drive, Charlotte, North Carolina 28202, serves as Administrative Agent, Sole Lead Arranger, and Sole Bookrunner under the Credit Agreement.
Pinnacle Trust Company, N.A., with its principal office at 101 Constitution Avenue NW, Washington, D.C. 20001, serves as Collateral Agent under the Credit Agreement and, through its London branch, as Security Trustee (Sicherheitentreuhänder) for the German-law security package under this Agreement.
(C) The Lender Syndicate and Frankfurt Sub-Tranche
The following financial institutions are Lenders under the Credit Agreement, with the following commitments:
(i) NordBrücke AG (Aktiengesellschaft, regulated by the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin), headquartered at Neue Mainzer Straße 72, 60311 Frankfurt am Main, Germany) — commitment of $150,000,000, allocated entirely to the Frankfurt sub-tranche;
(ii) Crescent Harbor Bank, N.A. (1200 Harbor Point Drive, Charlotte, NC 28202) — commitment of $200,000,000;
(iii) Ridgeline National Bank (500 Federal Street, Boston, MA 02110) — commitment of $175,000,000;
(iv) Marlowe Asset Management Meridian Capital, LLC (300 Madison Avenue, 40th Floor, New York, NY 10017) — commitment of $150,000,000;
(v) Atlas Peak Credit Partners, LP (2200 Sand Hill Road, Suite 150, Menlo Park, CA 94025) — commitment of $125,000,000;
(vi) Pacific Rim Institutional Lending Corp. (600 Montgomery Street, Suite 2800, San Francisco, CA 94111) — commitment of $75,000,000; and
(vii) Osprey Insurance Capital, Ltd. (Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda) — commitment of $75,000,000.
The aggregate commitments under the Credit Agreement total $950,000,000.
(D) Need for Parallel Debt Structure
German law does not readily permit a security agent or trustee to hold security interests on behalf of a syndicate of lenders in its own name where that agent does not itself hold a proprietary claim against the obligor. Under established German legal principles, accessory security interests (akzessorische Sicherheiten), such as pledges (Pfandrechte), require an identifiable creditor to whom the secured claim belongs. Similarly, while non-accessory security interests (such as a Grundschuld or security assignments) do not in principle require a corresponding underlying claim, German law requires the holder of such security to be an identifiable creditor, and the prevailing market practice for syndicated lending transactions necessitates a mechanism by which the Security Trustee holds security in its own right.
To address this structural requirement under German law, the parties have agreed to establish a Parallel Debt (Parallelverpflichtung). The Parallel Debt creates an independent, abstract payment obligation (abstraktes Schuldversprechen) within the meaning of § 780 of the German Civil Code (Bürgerliches Gesetzbuch — "BGB"), owed by each of the Obligors to the Security Trustee in its own right, in an amount equal at all times to the aggregate Secured Obligations under the Credit Agreement. This parallel obligation is separate from, but mirrors, the Secured Obligations owed by the Obligors to the Secured Creditors.
By establishing the Parallel Debt, the Security Trustee becomes a creditor in its own right, which enables the Security Trustee to hold and enforce all German-law security interests in its own name and for its own account, for the ratable benefit of all Secured Creditors. This structure is widely recognized and accepted in German syndicated lending practice and has been endorsed by leading German legal commentators as a valid and effective means of structuring security trusts in favor of multiple beneficiaries.
(E) German-Law Security Package
In connection with the Credit Agreement and to secure the Parallel Debt created under this Agreement, the following German-law security documents (the "German Security Documents") are being granted as collateral:
(i) Land Charge (*Grundschuld*): A non-certificated land charge (Buchgrundschuld) over the Frankfurt campus parcel, as recorded in the Grundbuch von Frankfurt am Main-Ost, Blatt 54321, Flur 12, Flurstück 789, an area of approximately 18.7 hectares located at Hanauer Landstraße 188, 60314 Frankfurt am Main, Germany, to be created pursuant to the Grundschuldbestellungsurkunde (Land Charge Agreement) (the "Grundschuld");
(ii) Global Assignment of Receivables (*Globalzession*): An assignment of all present and future receivables of IHDC Frankfurt arising from its business operations, to be effected pursuant to the Globalzessionsvertrag (Global Assignment Agreement) (the "Globalzession");
(iii) Account Pledge (*Kontoverpfändung*): A pledge over all bank accounts of IHDC Frankfurt maintained with NordBrücke AG, to be effected pursuant to the Kontoverpfändungsvertrag (Account Pledge Agreement) (the "Kontoverpfändung");
(iv) Security Transfer of Movable Assets (*Sicherungsübereignung*): A security transfer of all movable assets of IHDC Frankfurt located at or used in connection with the Frankfurt campus, to be effected pursuant to the Sicherungsübereignungsvertrag (Security Transfer Agreement) (the "Sicherungsübereignung"); and
(v) Share Pledge (*Anteilsverpfändung*): A notarized pledge of 100% of the shares (Geschäftsanteile) in IHDC Frankfurt held by IHDC, to be effected pursuant to the Anteilsverpfändungsvertrag (Share Pledge Agreement) (the "Anteilsverpfändung").
All German Security Documents are governed by the laws of the Federal Republic of Germany. Each of the German Security Documents is subject to, and will be executed in conjunction with, a separate Security Purpose Agreement (Sicherungszweckerklärung), which defines the secured obligations for purposes of all German Security Documents as the Parallel Debt created under Section 2 of this Agreement.
(F) Use of Proceeds (Frankfurt Campus)
The proceeds of the EUR Sub-Tranche (€253,571,429, approximately $275,000,000) are being used to finance the construction and development of the Frankfurt data center campus known as "Ironhaven Frankfurt I", located at Hanauer Landstraße 188, 60314 Frankfurt am Main, Germany. Ironhaven Frankfurt I is planned as a state-of-the-art data center facility with a total critical IT load capacity of 80 MW upon full build-out. Phase I of the project, which is being financed by the EUR Sub-Tranche, will deliver 40 MW of critical IT load capacity, with an estimated completion date of Q1 2026.
The Frankfurt campus has secured a pre-lease letter of intent with Euronova Digital GmbH for 20 MW of critical IT load capacity on a seven-year term, at an annual rent of €9,800,000 (Nine Million Eight Hundred Thousand Euros). This anchor tenancy underpins a significant portion of the projected revenue for the Frankfurt campus during the initial operating period.
(G) Regulatory and Compliance Matters
All applicable know-your-customer ("KYC") requirements under the German Anti-Money Laundering Act (Geldwäschegesetz — "GwG") have been completed with respect to IHDC Frankfurt and each Lender participating in the EUR Sub-Tranche.
Screening under the EU Sanctions Regulation (Council Regulation (EU) No 269/2014, as amended) has been completed for all parties with a nexus to the Frankfurt campus, and no Sanctioned Persons have been identified.
IHDC Frankfurt has confirmed that its beneficial ownership information has been duly filed with the German Transparency Register (Transparenzregister) in compliance with the GwG.
The German Tax ID (Steuernummer) of IHDC Frankfurt is 045/127/98321. The VAT identification number (USt-IdNr.) of IHDC Frankfurt is DE347891205.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
SECTION 1 — DEFINITIONS AND INTERPRETATION (*Begriffsbestimmungen und Auslegung*)
1.1 Definitions.  In this Agreement, the following terms shall have the meanings set forth below, unless the context otherwise requires:
"Administrative Agent" means Crescent Harbor Bank, N.A., a national banking association organized under the laws of the United States, with its principal office at 1200 Harbor Point Drive, Charlotte, North Carolina 28202, in its capacity as administrative agent under the Credit Agreement, and any successor administrative agent appointed in accordance with the terms of the Credit Agreement.
"Anteilsverpfändung" or "Share Pledge" means the notarized share pledge agreement over 100% of the shares (Geschäftsanteile) in IHDC Frankfurt held by IHDC, as more particularly described in Schedule 3.
"BaFin" means the Bundesanstalt für Finanzdienstleistungsaufsicht, the German Federal Financial Supervisory Authority.
"BGB" means the Bürgerliches Gesetzbuch, the German Civil Code, as amended from time to time.
"Closing Date" means June 3, 2024.
"Collateral Agent" means Pinnacle Trust Company, N.A., a national trust company organized under the laws of the United States, with its principal office at 101 Constitution Avenue NW, Washington, D.C. 20001, in its capacity as collateral agent under the Credit Agreement, and any successor collateral agent appointed in accordance with the terms thereof.
"Credit Agreement" means the Senior Secured Term Loan B Credit Agreement dated May 15, 2024, CUSIP 46283LAA5, among Ironhaven Data Centers LLC (as Borrower), Ironhaven Frankfurt GmbH (as Co-Borrower), Ironhaven Holdings Inc. (as Parent Guarantor), Crescent Harbor Bank, N.A. (as Administrative Agent, Sole Lead Arranger, and Sole Bookrunner), Pinnacle Trust Company, N.A. (as Collateral Agent), and the Lenders party thereto, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Enforcement Event" has the meaning given to it in Section 7.1 of this Agreement.
"EURIBOR" means the Euro Interbank Offered Rate, as published by the European Money Markets Institute (EMMI) for the applicable interest period, subject to the floor specified in the Credit Agreement.
"EUR Sub-Tranche" means the euro-denominated sub-tranche of the Term Loan in the aggregate principal amount 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 agreed exchange rate of EUR/USD 1.0846.
"Event of Default" means an Event of Default as defined in the Credit Agreement.
"Finance Documents" means, collectively, the Credit Agreement, this Agreement, the German Security Documents, the Security Purpose Agreement, the Collateral Agent Appointment Agreement, the Intercreditor Agreement, and each other document designated as a "Finance Document" under the Credit Agreement.
"Frankfurt Campus" means the real property and improvements located at Hanauer Landstraße 188, 60314 Frankfurt am Main, Germany, as described in the Grundbuch von Frankfurt am Main-Ost, Blatt 54321, Flur 12, Flurstück 789, comprising approximately 18.7 hectares, together with all buildings, structures, fixtures, improvements, and appurtenances thereon or thereto.
"German Borrower" or "IHDC Frankfurt" means Ironhaven Frankfurt GmbH, a Gesellschaft mit beschränkter Haftung organized under the laws of the Federal Republic of Germany, registered with the Amtsgericht Frankfurt am Main under HRB 129457, with its registered office at Hanauer Landstraße 188, 60314 Frankfurt am Main, Germany.
"German Security Documents" means, collectively, the Grundschuldbestellungsurkunde, the Globalzession, the Kontoverpfändung, the Sicherungsübereignungsvertrag, the Anteilsverpfändungsvertrag, and the Sicherungszweckerklärung, each as more particularly described in Schedule 3.
"Gesellschaftsvertrag" means the articles of association (Satzung) of IHDC Frankfurt, as in effect from time to time.
"Globalzession" or "Global Assignment of Receivables" means the global assignment agreement over all present and future receivables of IHDC Frankfurt, as more particularly described in Schedule 3.
"GmbHG" means the Gesetz betreffend die Gesellschaften mit beschränkter Haftung, the German Limited Liability Companies Act, as amended from time to time.
"Grundbuchamt" means the land registry office (Grundbuchamt) of Frankfurt am Main-Ost.
"Grundschuld" means the non-certificated land charge (Buchgrundschuld) over the Frankfurt Campus parcel, as more particularly described in Schedule 3.
"Grundschuldbestellungsurkunde" or "Land Charge Agreement" means the notarized instrument creating and registering the Grundschuld over the Frankfurt Campus parcel, as more particularly described in Schedule 3.
"GwG" means the Geldwäschegesetz, the German Anti-Money Laundering Act, as amended from time to time.
"Intercreditor Agreement" means the First Lien / Super-Senior Intercreditor Agreement among IHDC, Crescent Harbor Bank, N.A. (as Term Loan Agent and Revolver Agent under the Super-Senior Revolving Credit Facility), and Pinnacle Trust Company, N.A. (as Collateral Agent), as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Kontoverpfändung" or "Account Pledge" means the account pledge agreement over all bank accounts of IHDC Frankfurt maintained with NordBrücke AG, as more particularly described in Schedule 3.
"Lenders" or "Secured Creditors" means the financial institutions listed in Schedule 1, together with their respective successors and permitted assigns.
"Maturity Date" means June 3, 2031.
"Obligors" means IHDC Frankfurt and Ironhaven Data Centers LLC, jointly and severally.
"Parallel Debt" means the independent, abstract payment obligation (abstraktes Schuldversprechen) created under Section 2 of this Agreement.
"Parent Guarantor" means Ironhaven Holdings Inc., a corporation organized under the laws of the State of Delaware, United States.
"Permitted Liens" has the meaning given to such term in the Credit Agreement.
"Required Lenders" has the meaning given to such term in the Credit Agreement.
"Sanctioned Person" means any person that is the target of sanctions administered or enforced by OFAC, the European Union, Her Majesty's Treasury of the United Kingdom (OFSI), or BaFin, or that is located, organized, or resident in a country or territory that is the subject of comprehensive country-wide or territory-wide sanctions.
"Secured Obligations" means all present and future obligations of the Obligors and the Parent Guarantor under or in connection with the Credit Agreement and any other Finance Document, including, without limitation, all obligations in respect of principal, interest (including default interest), fees, costs, expenses, indemnities, and any other amounts of any kind whatsoever.
"Security Purpose Agreement" or "Sicherungszweckerklärung" means the security purpose declaration executed concurrently herewith, substantially in the form set out in Schedule 4, which defines the secured obligations for purposes of all German Security Documents as the Parallel Debt created under Section 2 of this Agreement.
"Security Trustee" means Pinnacle Trust Company, N.A., acting through its London branch, in its capacity as security trustee (Sicherheitentreuhänder) under this Agreement, and any successor security trustee appointed in accordance with Section 3.5.
"Sicherungsübereignung" or "Security Transfer of Movable Assets" means the security transfer agreement over all movable assets of IHDC Frankfurt located at or used in connection with the Frankfurt Campus, as more particularly described in Schedule 3.
"Sicherungsübereignungsvertrag" means the written agreement effecting the Sicherungsübereignung.
"Signing Date" means May 15, 2024.
"SOFR" means the Secured Overnight Financing Rate, as published by the Federal Reserve Bank of New York (or a successor administrator), subject to the floor specified in the Credit Agreement.
"Super-Senior Revolving Credit Facility" means the $100,000,000 revolving credit facility provided by Crescent Harbor Bank, N.A. (as Revolver Agent) to IHDC, as described in and governed by the Intercreditor Agreement.
"Term Loan" means the $950,000,000 Senior Secured Term Loan B facility provided under the Credit Agreement.
"Transparenzregister" means the German Transparency Register maintained pursuant to the GwG.
"US Borrower" or "IHDC" means Ironhaven Data Centers LLC, a limited liability company organized under the laws of the State of Delaware, United States, EIN 84-3291057, with its headquarters at 4500 Dominion Ridge Boulevard, Suite 300, Ashburn, Virginia 20147.
"USD Tranche" means the USD-denominated tranche of the Term Loan in the aggregate principal amount of $675,000,000 (Six Hundred Seventy-Five Million United States Dollars).
"ZPO" means the Zivilprozessordnung, the German Code of Civil Procedure, as amended from time to time.
"ZVG" means the Gesetz über die Zwangsversteigerung und die Zwangsverwaltung, the German Compulsory Auction and Receivership Act, as amended from time to time.
1.2 Interpretation Rules
In this Agreement, unless the context otherwise requires:
(a) references to German legal concepts (including but not limited to abstraktes Schuldversprechen, Buchgrundschuld, Sicherungsübereignung, Globalzession, Kontoverpfändung, Anteilsverpfändung, Treuhand, Sicherungszweckerklärung, and similar terms) shall be interpreted in accordance with the laws of the Federal Republic of Germany;
(b) headings and sub-headings are included for convenience of reference only and shall have no effect on the construction or interpretation of this Agreement;
(c) references to "Sections" are to sections of this Agreement, and references to "Schedules" and "Annexes" are to the schedules and annexes to this Agreement, in each case unless otherwise stated;
(d) references to any statutory provision (whether of German law, United States federal or state law, or European Union law) shall be construed as references to such provision as amended, re-enacted, consolidated, or replaced from time to time, and shall include any subordinate legislation made under such provision;
(e) references to any agreement or document shall be construed as references to such agreement or document as amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms thereof;
(f) words importing the singular shall include the plural, and vice versa, and words importing a gender shall include all genders;
(g) the words "include", "includes", and "including" shall be deemed to be followed by the phrase "without limitation";
(h) references to "writing" or "written" shall include any mode of reproducing words in a legible and non-transitory form, including by facsimile transmission and electronic mail (to the extent permitted by applicable law); and
(i) in the event of a conflict between the German language version and the English language version of any defined term used herein, or any provision of the German Security Documents, the German language meaning shall prevail for purposes of the interpretation and enforcement of the German-law security interests.
1.3 Currency.  The primary currency of the Parallel Debt shall be EUR (Euro) to the extent of the EUR Sub-Tranche obligations and USD (United States Dollars) to the extent of the USD Tranche obligations and all other dollar-denominated Secured Obligations. To the extent that the Parallel Debt includes obligations denominated in both EUR and USD, the Security Trustee shall maintain separate records of the EUR-denominated and USD-denominated components of the Parallel Debt.
For purposes of enforcement of the German Security Documents and any conversion required thereunder, amounts denominated in EUR and USD shall be converted at the spot rate as published by the European Central Bank (Europäische Zentralbank) on the relevant date, being the date on which the relevant payment obligation becomes due and payable or, in the case of enforcement proceeds, the date on which such proceeds are received by the Security Trustee. In the absence of a published ECB spot rate on the relevant date, the rate published on the immediately preceding business day shall be used.
SECTION 2 — PARALLEL DEBT UNDERTAKING (*Parallelverpflichtung*)
2.1 Creation of the Parallel Debt
Each Obligor hereby irrevocably and unconditionally undertakes to pay to the Security Trustee, as creditor in its own right (als eigener Gläubiger) and not as representative or agent of the Secured Creditors, amounts equal to, and simultaneously due and payable with, each and every amount payable by such Obligor under or in connection with the Secured Obligations. This undertaking constitutes an independent, abstract payment obligation (abstraktes Schuldversprechen) within the meaning of § 780 BGB.
The Parallel Debt is a separate and independent obligation from the Secured Obligations. The Security Trustee is the sole creditor of the Parallel Debt, and the Parallel Debt gives rise to a claim of the Security Trustee against each Obligor that is separate from, but at all times equal in amount to, the corresponding Secured Obligations owed by such Obligor under or in connection with the Credit Agreement and the other Finance Documents.
The parties acknowledge and confirm that the Parallel Debt constitutes an independent basis (eigenständiger Rechtsgrund) for the Security Trustee's claims against the Obligors, and that the validity, enforceability, and amount of the Parallel Debt shall be determined solely by reference to this Agreement and the corresponding Secured Obligations, without regard to any defense, set-off, counterclaim, or other right that an Obligor may have against any Secured Creditor under the Credit Agreement or any other Finance Document (save as expressly provided in Section 2.4).
2.2 Amount of the Parallel Debt
The Parallel Debt shall at all times be equal in amount to the aggregate outstanding amount of the Secured Obligations, including without limitation:
(a) Principal: all amounts of principal outstanding under the Term Loan, being $950,000,000 at inception (of which €253,571,429 relates to the EUR Sub-Tranche and $675,000,000 relates to the USD Tranche), subject to scheduled amortization at a rate of 1.00% per annum of the original principal amount, payable in equal quarterly installments of $2,375,000 in the aggregate (including €633,928.57 per quarter with respect to the EUR Sub-Tranche, based on the applicable EUR/USD conversion), and subject to any mandatory or voluntary prepayments;
(b) Interest: all accrued and unpaid interest on the Term Loan, at the applicable rates of SOFR + 425 basis points per annum for the USD Tranche (with a SOFR floor of 0.50%) and EURIBOR + 425 basis points per annum for the EUR Sub-Tranche (with a EURIBOR floor of 0.00%), including any default interest;
(c) Fees: all fees payable under the Credit Agreement or any other Finance Document, including without limitation:
(i) the arrangement fee of $14,250,000;
(ii) the administrative agent fee of $175,000 per annum;
(iii) the collateral agent fee of $200,000 per annum (comprising $125,000 for domestic collateral agent services and $75,000 for German security trustee services);
(iv) the ticking fee of $527,778; and
(v) the upfront fee/original issue discount (OID) of 50 basis points;
(d) Costs, Expenses, and Indemnities: all costs, expenses, indemnities, and other amounts payable by the Obligors or the Parent Guarantor under the Credit Agreement or any other Finance Document, including legal fees, enforcement costs, and any amounts payable on account of taxes, increased costs, or breakage costs.
2.3 Independent Obligation
The Parallel Debt is an independent obligation (selbständige Verpflichtung), separate from the underlying Secured Obligations. The following principles apply:
(a) The Security Trustee's rights under the Parallel Debt are exercisable in its own name and for its own account as creditor. The Security Trustee is entitled to demand payment of the Parallel Debt, to enforce the German Security Documents, and to take all actions necessary or advisable to protect and enforce its rights under this Agreement, in each case in its own name and without the joinder of any Secured Creditor.
(b) No Secured Creditor shall have a direct claim against the Obligors under this Agreement. The Secured Creditors' claims against the Obligors arise solely under the Credit Agreement and the other Finance Documents. The Parallel Debt does not create any direct contractual relationship between the Secured Creditors and the Obligors under this Agreement.
(c) The existence, validity, and enforceability of the Parallel Debt shall not be affected by any invalidity, unenforceability, illegality, or reduction of any Secured Obligation, or by any defense, set-off, counterclaim, or other right that an Obligor may have against any Secured Creditor. The Parallel Debt shall remain in full force and effect irrespective of any amendment, restatement, supplement, waiver, or other modification of the Credit Agreement or any other Finance Document (subject to Section 2.5).
(d) The Parallel Debt shall not be affected by any limitation on liability, capacity, or power of any Obligor or by any other matter or thing that would, but for this provision, reduce, extinguish, or affect the obligation of any Obligor under the Secured Obligations.
2.4 Reduction of the Parallel Debt
The Parallel Debt shall be reduced to the extent that the corresponding Secured Obligations are irrevocably and unconditionally paid or discharged. Any payment by an Obligor to the Administrative Agent, the Secured Creditors, or any other person in satisfaction of the Secured Obligations shall reduce the Parallel Debt by a corresponding amount.
Conversely, the Secured Obligations shall be reduced to the extent that the Security Trustee receives payment under the Parallel Debt. Any payment received by the Security Trustee under the Parallel Debt shall discharge the corresponding Secured Obligations pro tanto, and no Secured Creditor shall have the right to claim from any Obligor any amount already received by the Security Trustee under the Parallel Debt.
No double recovery: The parties expressly acknowledge and agree that the total aggregate amount recoverable under the Parallel Debt and the Secured Obligations shall at no time exceed the aggregate amount of the Secured Obligations. Any payment received by the Security Trustee under the Parallel Debt, or by any Secured Creditor under the Secured Obligations, shall correspondingly reduce both the Parallel Debt and the Secured Obligations. The purpose of the Parallel Debt is solely to enable the Security Trustee to hold and enforce the German Security Documents and not to create any additional economic liability beyond the Secured Obligations.
2.5 Increase and Fluctuation
The Parallel Debt shall automatically increase to reflect any increase in the Secured Obligations, including by reason of:
(a) the accrual of interest (at the applicable rates specified in Section 2.2(b));
(b) the accrual of fees, costs, expenses, or indemnities;
(c) the accrual of default interest (at the applicable rate under the Credit Agreement, being an additional 200 basis points per annum);
(d) any increase in the commitments or additional loans under the Credit Agreement (to the extent permitted by the terms thereof); or
(e) any other event or circumstance that results in an increase in the Secured Obligations.
To the extent the Credit Agreement is amended, restated, supplemented, or otherwise modified in accordance with its terms, the Parallel Debt shall adjust correspondingly and automatically, without the need for any amendment to this Agreement, so that the Parallel Debt at all times mirrors the Secured Obligations.
Mandatory prepayment amounts, including the Excess Cash Flow sweep (at 75% of Excess Cash Flow if the Net Leverage Ratio exceeds 4.50x, 50% if the Net Leverage Ratio exceeds 3.50x but does not exceed 4.50x, and 25% if the Net Leverage Ratio exceeds 2.50x but does not exceed 3.50x) and the change of control prepayment (at 101% of outstanding principal plus accrued and unpaid interest), shall reduce the Parallel Debt upon irrevocable receipt of such amounts by the Administrative Agent.
2.6 Acknowledgment of Nature
The parties acknowledge and confirm that the Parallel Debt structure established under this Section 2 is adopted solely to enable the Security Trustee to hold, administer, and enforce the German-law security interests in its own name for the ratable benefit of all Secured Creditors. The Parallel Debt does not create any additional economic liability of the Obligors beyond the Secured Obligations, and the aggregate amount recoverable by the Security Trustee under the Parallel Debt and by the Secured Creditors under the Secured Obligations shall at no time exceed the aggregate amount of the Secured Obligations.
The parties further acknowledge that this structure is consistent with market practice for parallel debt arrangements under German law and is intended to comply with the requirements of German law for the valid creation, holding, and enforcement of security interests by a trustee (Treuhänder) on behalf of a syndicate of creditors.
SECTION 3 — APPOINTMENT AND ROLE OF THE SECURITY TRUSTEE (*Bestellung und Rolle des Sicherheitentreuhänders*)
3.1 Appointment.  Each Secured Creditor hereby irrevocably appoints Pinnacle Trust Company, N.A. (acting through its London branch) as Security Trustee (Sicherheitentreuhänder) to hold, administer, manage, and, if necessary, enforce the German Security Documents for the ratable benefit of all Secured Creditors. The Security Trustee accepts such appointment on the terms and conditions set forth in this Agreement.
The primary contact for all matters relating to the Security Trustee's duties under this Agreement shall be:
William Hargrove Senior Vice President, Corporate Trust Pinnacle Trust Company, N.A. 101 Constitution Avenue NW Washington, D.C. 20001 United States
London branch address: as specified in Schedule 2.
The appointment of the Security Trustee is made on the terms and conditions set forth in this Agreement and, to the extent not inconsistent herewith, the Collateral Agent Appointment Agreement dated on or about the date hereof, which sets forth the general terms of appointment, duties, fees, indemnification, and related matters applicable to the Security Trustee in its capacity as Collateral Agent and German Security Trustee.
Each Obligor acknowledges and consents to the appointment of the Security Trustee and agrees to cooperate with the Security Trustee in the performance of its duties under this Agreement and the German Security Documents.
3.2 Scope of Authority
The Security Trustee shall hold all German-law security interests created pursuant to the German Security Documents in its own name as the secured creditor of the Parallel Debt. In this capacity, the Security Trustee is authorized, empowered, and entitled to:
(a) execute, deliver, amend, supplement, and waive the terms of the German Security Documents on behalf of the Secured Creditors, subject to the instructions of the Administrative Agent (acting on behalf of the Required Lenders);
(b) register the Grundschuld with the Grundbuchamt Frankfurt am Main-Ost, and take all steps necessary or desirable to perfect, maintain, and protect the Grundschuld, including filing applications, consenting to entries, and responding to requisitions from the Grundbuchamt;
(c) file, maintain, and protect the Global Assignment of Receivables, the Account Pledges, the Security Transfer of Movable Assets, and the Share Pledge, including providing notices to debtors, account banks, and the relevant company;
(d) enforce any and all German Security Documents upon the occurrence and during the continuance of an Event of Default under the Credit Agreement, in accordance with the provisions of Section 7 of this Agreement and applicable German law;
(e) release any or all of the German Security Documents upon full and final satisfaction of the Parallel Debt, or as otherwise directed by the Required Lenders in accordance with the Credit Agreement and Section 8 of this Agreement;
(f) retain external legal counsel, valuers, auctioneers, and other professional advisors in connection with the enforcement of the German Security Documents, at the cost of the Obligors;
(g) institute, conduct, and compromise legal proceedings in its own name in connection with the German Security Documents; and
(h) take all other actions that the Security Trustee reasonably considers necessary or desirable for the preservation, protection, or enforcement of the German Security Documents.
3.3 Fiduciary Duty (*Treuhandverhältnis*)
The Security Trustee holds all German-law security interests in a fiduciary capacity (treuhänderisch) for the benefit of the Secured Creditors. The relationship between the Security Trustee and the Secured Creditors in respect of the German Security Documents is governed by the principles of German fiduciary law (Treuhandverhältnis).
As fiduciary, the Security Trustee owes duties of loyalty (Treuepflicht) and care (Sorgfaltspflicht) to the Secured Creditors in the administration and enforcement of the German Security Documents. The Security Trustee shall act at all times in accordance with the instructions of the Administrative Agent, which shall in turn act on behalf of the Required Lenders as defined in the Credit Agreement.
In the absence of instructions from the Administrative Agent, the Security Trustee shall act as a prudent trustee (ordentlicher Treuhänder) would act under the circumstances, giving due consideration to the interests of the Secured Creditors as a whole and exercising reasonable care and diligence.
The Security Trustee shall hold any proceeds of enforcement or other amounts received in connection with the German Security Documents in trust for the Secured Creditors, and shall distribute such proceeds in accordance with Section 7.7 of this Agreement.
3.4 No Independent Discretion
The Security Trustee shall not exercise discretion in the enforcement, amendment, waiver, or release of any German Security Document without written instructions from the Administrative Agent (or, as applicable, the Required Lenders acting directly). The Security Trustee shall not be required or obligated to take any enforcement action absent such instructions and satisfactory indemnification and/or pre-funding of its costs and expenses.
The Security Trustee shall have no obligation to independently investigate, monitor, or verify the existence, amount, or enforceability of the Parallel Debt or the Secured Obligations, or the occurrence or continuance of any Event of Default. The Security Trustee shall be entitled to rely on certificates, notices, and instructions delivered by the Administrative Agent, and shall have no liability to any Secured Creditor for any action taken or omitted to be taken in good faith reliance on such certificates, notices, or instructions.
3.5 Successor Security Trustee
The Security Trustee may resign from its position by giving not less than thirty (30) days' prior written notice to the Administrative Agent, the Obligors, and the Secured Creditors. The resignation shall become effective upon the appointment of a successor Security Trustee.
The Security Trustee may be removed by the Administrative Agent (acting on behalf of the Required Lenders) by giving not less than thirty (30) days' prior written notice to the Security Trustee and the Obligors, provided that such removal shall only become effective upon the appointment of a successor Security Trustee.
The appointment of a successor Security Trustee shall require the prior written consent of:
(a) the Administrative Agent (acting on behalf of the Required Lenders); and
(b) the Obligors (such consent not to be unreasonably withheld, conditioned, or delayed; and provided that no consent of the Obligors shall be required during the continuance of an Event of Default).
Upon the appointment of a successor Security Trustee, the outgoing Security Trustee shall transfer all German-law security interests and related rights to the successor Security Trustee by appropriate German-law instruments, including without limitation:
(i) assignment of the Grundschuld by application to the Grundbuchamt;
(ii) assignment of the Global Assignment of Receivables;
(iii) transfer of the Account Pledge;
(iv) transfer of the Security Transfer of Movable Assets; and
(v) transfer of the Share Pledge by notarized instrument and notification to IHDC Frankfurt.
The costs and expenses of any such transfer shall be borne by the Obligors. The outgoing Security Trustee shall be released from all duties and obligations under this Agreement effective upon the completion of such transfer (save for any accrued obligations or liabilities existing prior to the effective date of such transfer).
SECTION 4 — SECURITY TRUST (*Sicherheitentreuhand*)
4.1 Security Interests Held in Trust
The Security Trustee holds, as security for the Parallel Debt, the following German-law security interests, each of which has been or will be created pursuant to the respective German Security Document listed below:
(a) Grundschuld (*Buchgrundschuld*): A non-certificated land charge over the Frankfurt Campus parcel, as recorded in the Grundbuch von Frankfurt am Main-Ost, Blatt 54321, Flur 12, Flurstück 789, comprising approximately 18.7 hectares, created and to be registered pursuant to the Grundschuldbestellungsurkunde;
(b) Global Assignment of Receivables (*Globalzession*): An assignment of all present and future receivables of IHDC Frankfurt arising from its business operations, including but not limited to receivables under the pre-lease letter of intent with Euronova Digital GmbH, created pursuant to the Globalzession agreement;
(c) Account Pledge (*Kontoverpfändung*): A pledge over all bank accounts of IHDC Frankfurt maintained with NordBrücke AG (Neue Mainzer Straße 72, 60311 Frankfurt am Main, Germany), created pursuant to the Kontoverpfändungsvertrag;
(d) Security Transfer of Movable Assets (*Sicherungsübereignung*): A security transfer of all movable assets located at or used in connection with the Frankfurt Campus, including data center equipment, IT infrastructure, generators, cooling systems, uninterruptible power supply units, and other fixtures and chattels, created pursuant to the Sicherungsübereignungsvertrag; and
(e) Share Pledge (*Anteilsverpfändung*): A notarized pledge of 100% of the shares (Geschäftsanteile) in IHDC Frankfurt (HRB 129457, Amtsgericht Frankfurt am Main) held by IHDC, created pursuant to the Anteilsverpfändungsvertrag.
Each of the foregoing security interests is governed by the laws of the Federal Republic of Germany. The Security Trustee holds each such security interest in its own name as the creditor of the Parallel Debt, on trust for the Secured Creditors in accordance with the terms of this Agreement.
4.2 Security Purpose
All German Security Documents secure solely the Parallel Debt (and not directly the Secured Obligations). The purpose of this arrangement is to ensure that the Security Trustee, as the creditor of the Parallel Debt, has a valid and enforceable security interest over each item of collateral described in Section 4.1, which security interest may be enforced by the Security Trustee in its own name for the ratable benefit of all Secured Creditors.
The Security Purpose Agreement (Sicherungszweckerklärung), substantially in the form set out in Schedule 4, defines the "Secured Claims" (gesicherte Forderungen) for purposes of all German Security Documents as the Parallel Debt created under Section 2 of this Agreement. Each German Security Document incorporates or cross-references the Security Purpose Agreement, and the scope of the security provided by each German Security Document is limited to the Parallel Debt as so defined.
For the avoidance of doubt, the German Security Documents do not directly secure the Secured Obligations owed to the Secured Creditors under the Credit Agreement. The Secured Creditors' recourse to the German-law collateral is effected exclusively through the mechanism of the Parallel Debt and the Security Trust established under this Agreement.
4.3 Ratable Benefit
The Security Trustee holds the German-law security interests for the ratable benefit of all Secured Creditors. In the event of any enforcement of the German Security Documents, the net proceeds of such enforcement (after deduction of the Security Trustee's costs, expenses, and fees in accordance with Section 7.7) shall be distributed among the Secured Creditors on a pro rata basis, in proportion to their respective shares of the Secured Obligations (corresponding to their respective commitments under the Credit Agreement).
As of the Closing Date, the commitment percentages of the Secured Creditors are as follows:
The foregoing percentages shall be adjusted from time to time to reflect any assignments, transfers, mandatory prepayments, or voluntary prepayments under the Credit Agreement, in each case as notified to the Security Trustee by the Administrative Agent.
4.4 Intercreditor Matters
The parties acknowledge and agree that the rights and obligations of the Security Trustee and the Secured Creditors under this Agreement are subject to the First Lien / Super-Senior Intercreditor Agreement (the "Intercreditor Agreement") among IHDC, Crescent Harbor Bank, N.A. (acting in its capacity as Term Loan Agent and as Revolver Agent under the existing $100,000,000 Super-Senior Revolving Credit Facility), and Pinnacle Trust Company, N.A. (as Collateral Agent).
To the extent that any security interest granted under the Super-Senior Revolving Credit Facility is secured by German-law collateral, the Intercreditor Agreement governs the relative priority of such security interest vis-à-vis the security interests held by the Security Trustee under this Agreement, as well as the sequencing and coordination of enforcement actions.
The German Security Documents described in Section 4.1 are intended to constitute first-priority security interests (erstrangige Sicherheiten) over the relevant collateral, subject only to any super-senior rights of the Revolver Agent under the Intercreditor Agreement and to Permitted Liens as defined in the Credit Agreement.
In the event of any conflict between the provisions of this Agreement and the Intercreditor Agreement with respect to the priority, enforcement, or application of proceeds of the German Security Documents, the Intercreditor Agreement shall prevail.
SECTION 5 — REPRESENTATIONS AND WARRANTIES (*Zusicherungen und Gewährleistungen*)
5.1 Representations by the German Borrower
IHDC Frankfurt hereby represents and warrants to the Security Trustee and each Secured Creditor, on the Signing Date and the Closing Date, as follows:
(a) Due Organization and Good Standing. IHDC Frankfurt is a Gesellschaft mit beschränkter Haftung duly organized, validly existing, and in good standing under the laws of the Federal Republic of Germany. IHDC Frankfurt is duly registered with the Amtsgericht Frankfurt am Main under HRB 129457. IHDC Frankfurt has all requisite corporate power and authority to own its assets, carry on its business, and perform its obligations.
(b) Corporate Power and Authority. IHDC Frankfurt has full corporate power and authority to enter into this Agreement and the German Security Documents to which it is or will be a party, and to perform its obligations hereunder and thereunder.
(c) Due Authorization. The execution, delivery, and performance of this Agreement and the German Security Documents by IHDC Frankfurt have been duly authorized by all necessary corporate actions, including all requisite shareholder resolutions of Ironhaven Data Centers LLC as sole quotaholder (Alleingesellschafter) of IHDC Frankfurt. No further corporate approval, resolution, or consent is required.
(d) Legal Validity and Binding Obligation. This Agreement constitutes the legal, valid, and binding obligation of IHDC Frankfurt, enforceable against IHDC Frankfurt in accordance with its terms under the laws of the Federal Republic of Germany, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.
(e) No Governmental Consents Required. No consent, approval, authorization, order, registration, filing, or qualification of or with any governmental authority or regulatory body is required for the execution, delivery, or performance of this Agreement or the German Security Documents by IHDC Frankfurt, other than the registration of the Grundschuld with the Grundbuchamt Frankfurt am Main-Ost and the notarization of the Grundschuldbestellungsurkunde and the Anteilsverpfändungsvertrag before a German notary public.
(f) No Violation. The entry into, and performance of, this Agreement and the German Security Documents by IHDC Frankfurt does not and will not violate or conflict with: (i) the Gesellschaftsvertrag (articles of association) of IHDC Frankfurt; (ii) any applicable law, statute, regulation, rule, or ordinance of the Federal Republic of Germany or any political subdivision thereof; or (iii) any existing contractual obligation, agreement, instrument, order, judgment, or decree to which IHDC Frankfurt is a party or by which it or its assets are bound.
(g) Ownership of Assets; No Liens. IHDC Frankfurt is the sole legal and beneficial owner of all assets that are the subject of the German Security Documents, including the Frankfurt Campus parcel, all receivables, all bank accounts maintained with NordBrücke AG, and all movable assets located at the Frankfurt Campus. All such assets are free and clear of all liens, encumbrances, charges, pledges, security interests, and other third-party rights (other than Permitted Liens as defined in the Credit Agreement).
(h) Title to Real Property. The Frankfurt Campus parcel described in the Grundbuch von Frankfurt am Main-Ost, Blatt 54321, Flur 12, Flurstück 789, is accurately described in the Grundbuch, and IHDC Frankfurt has good and marketable title thereto. There are no encumbrances, rights of way, building restrictions, or other third-party rights affecting the Frankfurt Campus parcel that would materially impair the value or use of such property as collateral, other than Permitted Liens.
(i) Tax Identification. IHDC Frankfurt's German Tax ID (Steuernummer) is 045/127/98321. IHDC Frankfurt's VAT identification number (USt-IdNr.) is DE347891205. All tax filings and payments of IHDC Frankfurt are current, and there are no outstanding tax liabilities that could give rise to a statutory lien (gesetzliches Pfandrecht) on the assets subject to the German Security Documents.
(j) Transparency Register. IHDC Frankfurt has filed its beneficial ownership information with the German Transparenzregister in compliance with the GwG. Such filing is accurate and complete in all material respects.
(k) Sanctions Compliance. Neither IHDC Frankfurt nor any of its managing directors (Marcus Delaine and Katarina Bremer) is a Sanctioned Person under OFAC, the EU Sanctions Regulation (Council Regulation (EU) No 269/2014), the UK Sanctions and Anti-Money Laundering Act 2018 (OFSI), or any other applicable sanctions regime. IHDC Frankfurt has not engaged in, and does not currently engage in, any transaction, investment, or other activity that would cause it or any other party hereto to be in violation of any applicable sanctions law.
5.2 Representations by the US Borrower
IHDC hereby represents and warrants to the Security Trustee and each Secured Creditor, on the Signing Date and the Closing Date, as follows:
(a) Due Organization and Valid Existence. IHDC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, United States. IHDC's Employer Identification Number (EIN) is 84-3291057.
(b) Sole Quotaholder; Authority. IHDC is the sole quotaholder (Alleingesellschafter) of IHDC Frankfurt and holds 100% of the shares (Geschäftsanteile) in IHDC Frankfurt. IHDC has full authority and power to cause IHDC Frankfurt to enter into this Agreement and the German Security Documents and to perform its obligations hereunder and thereunder.
(c) Due Authorization. The execution, delivery, and performance of this Agreement by IHDC have been duly authorized by all necessary corporate actions, including all requisite actions of IHDC's governing body and its parent entity, Ironhaven Holdings Inc.
(d) Sanctions and Anti-Money Laundering Compliance. Neither IHDC nor any of its directors, officers, members, or affiliates is a Sanctioned Person. IHDC has not engaged in, and does not currently engage in, any transaction, investment, or other activity that would cause it or any other party hereto to be in violation of any applicable sanctions law, anti-money laundering law, or counter-terrorist financing law, including the United States Bank Secrecy Act, the USA PATRIOT Act, and OFAC regulations. No proceedings have been commenced or threatened against IHDC in connection with any alleged violation of sanctions, anti-money laundering, or counter-terrorist financing laws.
5.3 Representations by the Security Trustee
The Security Trustee hereby represents and warrants to the Obligors and each Secured Creditor, on the Signing Date, as follows:
(a) Due Organization and Authorization. Pinnacle Trust Company, N.A. is a national trust company duly organized and validly existing under the laws of the United States, and is authorized and empowered to act as Security Trustee under this Agreement and to perform its obligations hereunder.
(b) Capacity of London Branch. Pinnacle Trust Company, N.A., acting through its London branch, has the capacity to hold German-law security interests and to act as Security Trustee (Sicherheitentreuhänder) under German law. The London branch has been duly established and authorized to conduct the business contemplated by this Agreement.
(c) No Conflict of Interest. The Security Trustee is not aware of any conflict of interest that would materially impair its ability to perform its duties under this Agreement in an impartial and objective manner. In the event any such conflict arises, the Security Trustee shall promptly disclose such conflict to the Administrative Agent and the Obligors.
SECTION 6 — COVENANTS (*Verpflichtungen*)
6.1 Information Covenants
IHDC Frankfurt hereby undertakes to provide, or cause to be provided, to the Security Trustee (with a copy to the Administrative Agent) the following information and documents:
(a) Quarterly Compliance Certificates. Copies of all quarterly compliance certificates delivered by the Obligors to the Administrative Agent under the Credit Agreement, within five (5) business days after delivery to the Administrative Agent. Such compliance certificates shall include, without limitation, calculations demonstrating compliance with the following financial covenants:
(i) Maximum Net Leverage Ratio: not to exceed 6.00:1.00, tested quarterly commencing with the fiscal quarter ending September 30, 2024; and
(ii) Minimum Interest Coverage Ratio: not less than 2.00:1.00, tested quarterly commencing with the fiscal quarter ending September 30, 2024.
(b) Event of Default Notices. Prompt written notice (and in any event within three (3) business days) of the occurrence of any Event of Default or Potential Event of Default under the Credit Agreement, together with a description of such event and the steps being taken or proposed to be taken by the Obligors in response thereto.
(c) Annual Audited Financial Statements. Copies of the annual audited financial statements of IHDC Frankfurt and, to the extent available, the consolidated financial statements of IHDC, within one hundred twenty (120) days after the end of each fiscal year. The audited financial statements of IHDC Frankfurt shall be prepared in accordance with German generally accepted accounting principles (HGB) and audited by Ashford & Mercer LLP (audit engagement partner: Angela Whitfield) or such other internationally recognized audit firm as may be approved by the Administrative Agent.
(d) Material Asset Changes. Prompt written notice of any material change in the assets or liabilities of IHDC Frankfurt, including without limitation any acquisition or disposal of assets with a value in excess of €5,000,000, any material damage to or destruction of the Frankfurt Campus, or any material litigation, arbitration, or regulatory proceedings commenced against IHDC Frankfurt.
6.2 Maintenance of Security
IHDC Frankfurt hereby undertakes, for so long as any Parallel Debt remains outstanding:
(a) Maintenance of Property. To maintain the Frankfurt Campus in good condition and repair, in accordance with all applicable building codes, safety regulations, and industry standards for data center operations.
(b) Insurance. To maintain all insurance required under the Credit Agreement, including without limitation property insurance, business interruption insurance, general liability insurance, and environmental liability insurance, in each case with financially sound and reputable insurance companies, in amounts and on terms satisfactory to the Administrative Agent. Insurance shall be procured and maintained through Calloway & Strand Insurance Brokers, Inc. (contact: Patricia Calloway) or such other reputable insurance broker as may be approved by the Administrative Agent.
(c) No Unauthorized Liens. Not to create, incur, assume, or permit to exist any lien, encumbrance, charge, pledge, security interest, or other third-party right on or in respect of any of the assets subject to the German Security Documents, other than Permitted Liens as defined in the Credit Agreement.
(d) No Unauthorized Dispositions. Not to sell, transfer, assign, lease, license, or otherwise dispose of any material asset subject to the German Security Documents (or any interest therein) without the prior written consent of the Security Trustee (acting on instructions of the Administrative Agent), unless such disposition is expressly permitted under the Credit Agreement.
(e) Regulatory Compliance. To comply in all material respects with all applicable German environmental, building, zoning, health, safety, and data protection regulations, and to maintain all permits, licenses, and approvals necessary for the construction, operation, and maint