PREPARED BY AND AFTER RECORDING RETURN TO:

PREPARED BY AND AFTER RECORDING RETURN TO:
Calderwood & Harkness LLP 125 Broad Street New York, New York 10004
Attention: Daniel Obi, Esq.
Matter No. 1043-00001
TAX PARCEL IDENTIFICATION NUMBERS: 087-27-1234 and 087-27-1235
CUSIP: 46283LAA5
This instrument constitutes a fixture filing under Virginia Code § 8.9A-502 and is to be filed for record in the land records of Loudoun County, Virginia. This instrument should be indexed both in the real property records and in the UCC fixture filing index maintained by the Clerk of the Circuit Court of Loudoun County, Virginia.
DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT, AND FIXTURE FILING
RECORDING INFORMATION AND COVER PAGE
DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT, AND FIXTURE FILING
THIS DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT, AND FIXTURE FILING (this "Deed of Trust") is made and entered into as of May 15, 2024, by and among:
IRONHAVEN DATA CENTERS LLC, a Delaware limited liability company (EIN: 84-3291057), having its principal place of business at 4500 Dominion Ridge Boulevard, Suite 300, Ashburn, Virginia 20147 (hereinafter referred to as the "Grantor" or the "Borrower"),
in favor of
ROBERT D. WHITFIELD, ESQ., a resident of the Commonwealth of Virginia, with offices at Calderwood & Harkness LLP, 1750 Tysons Boulevard, Suite 800, McLean, Virginia 22102 (hereinafter referred to as the "Trustee"),
for the benefit of
PINNACLE TRUST COMPANY, N.A., a national trust company organized and existing under the laws of the United States, having its principal office at 101 Constitution Avenue NW, Washington, D.C. 20001, in its capacity as Collateral Agent for the Secured Parties (as hereinafter defined) (hereinafter referred to as the "Beneficiary" or the "Collateral Agent").
RECITALS
A. The Credit Agreement. The Grantor, as Borrower, has entered into that certain Senior Secured Term Loan B Credit Agreement, dated as of May 15, 2024 (as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms, the "Credit Agreement"), among Ironhaven Data Centers LLC, a Delaware limited liability company (the "Borrower"), Ironhaven Frankfurt GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organized under the laws of the Federal Republic of Germany (the "Co-Borrower"), Ironhaven Holdings Inc., a Delaware corporation (the "Parent Guarantor"), Crescent Harbor Bank, N.A., a national banking association (the "Administrative Agent"), Pinnacle Trust Company, N.A., a national trust company (the "Collateral Agent"), and the several banks and other financial institutions from time to time party thereto as lenders (the "Lenders"). Pursuant to the Credit Agreement, the Lenders have agreed to make available to the Borrower and the Co-Borrower aggregate commitments in the amount of Nine Hundred Fifty Million Dollars ($950,000,000), consisting of (i) a USD Tranche in the aggregate principal amount of Six Hundred Seventy-Five Million Dollars ($675,000,000) and (ii) a EUR Sub-Tranche in the aggregate principal amount of the Dollar Equivalent of Two Hundred Seventy-Five Million Dollars ($275,000,000) (being Two Hundred Fifty-Three Million Five Hundred Seventy-One Thousand Four Hundred Twenty-Nine Euros (€253,571,429) based on the exchange rate as of the Signing Date). The USD Tranche bears interest at a rate per annum equal to the Adjusted Term SOFR Rate (as defined in the Credit Agreement) plus 4.25% (425 basis points), subject to a SOFR floor of 0.50%, and the EUR Sub-Tranche bears interest at a rate per annum equal to EURIBOR plus 4.25% (425 basis points). The Maturity Date of the Credit Agreement is June 3, 2031.
B. The Security Documents. In connection with the Credit Agreement, the Grantor has entered into (i) that certain Pledge and Security Agreement (US Security Agreement), dated as of May 15, 2024, by the Grantor and certain other Loan Parties in favor of the Collateral Agent (the "US Security Agreement"), (ii) the Guarantee Agreement, dated as of May 15, 2024, by the Parent Guarantor in favor of the Collateral Agent and the Secured Parties (the "Guarantee Agreement"), (iii) the Equity Interest Pledge Agreement, dated as of May 15, 2024, by the Parent Guarantor in favor of the Collateral Agent (the "Equity Interest Pledge Agreement"), and (iv) the Environmental Indemnity Agreement, dated as of May 15, 2024, by the Grantor in favor of the Collateral Agent (the "Environmental Indemnity Agreement"). This Deed of Trust is one of the "Security Documents" required to be executed and delivered by the Grantor pursuant to Section 6.14 of the Credit Agreement. Reference is also made to that certain First Lien / Super-Senior Intercreditor Agreement, dated as of May 15, 2024 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Intercreditor Agreement"), among Ironhaven Data Centers LLC, Ironhaven Holdings Inc., Crescent Harbor Bank, N.A. (in its capacities as Administrative Agent under the Credit Agreement and as agent for the lenders under the existing Super-Senior Revolving Credit Facility in the aggregate committed amount of One Hundred Million Dollars ($100,000,000) (the "Super-Senior Revolver")), and Pinnacle Trust Company, N.A., as Collateral Agent for the Secured Parties, which governs the relative rights and priorities of the Secured Parties and the lenders under the Super-Senior Revolver with respect to the collateral securing the Loan Obligations.
C. The Property. The Grantor is the owner in fee simple absolute of certain real property consisting of approximately one hundred forty-two (142) acres of land situated in Loudoun County, Commonwealth of Virginia, more particularly described in Exhibit A attached hereto and made a part hereof, and identified as Tax Parcel Nos. 087-27-1234 and 087-27-1235 in the records of the Loudoun County Commissioner of the Revenue, located at 4500–4550 Dominion Ridge Boulevard, Ashburn, Virginia 20147 (collectively, the "Land"). The Land is the site of the "Ironhaven Ashburn I" hyperscale data-center campus (the "Campus"), with a planned total capacity of one hundred twenty megawatts (120 MW) of critical IT load. Phase I of the Campus, comprising sixty megawatts (60 MW) of critical IT load, is currently under construction at an estimated total construction cost of Four Hundred Seventy-Five Million Dollars ($475,000,000), funded from the proceeds of the USD Tranche of the Credit Agreement.
D. Purpose of Deed of Trust. As a condition to the Lenders making the loans and other extensions of credit under the Credit Agreement, the Grantor is required to execute and deliver this Deed of Trust to secure all Secured Obligations (as hereinafter defined) owing by the Grantor under and in connection with the Credit Agreement and the other Loan Documents (as hereinafter defined). This Deed of Trust is made and the grant herein is being given to the Trustee, in trust, for the benefit of the Beneficiary in its capacity as Collateral Agent for the ratable benefit of the Secured Parties.
NOW, THEREFORE, for and in consideration of the premises, the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and to secure the payment and performance of the Secured Obligations, the Grantor does hereby irrevocably grant, bargain, sell, convey, assign, transfer, mortgage, pledge, set over, deliver, and confirm unto the Trustee, in trust, with power of sale, for the benefit of the Beneficiary and the Secured Parties, the property and interests described in Article II hereof, all upon the terms and conditions set forth herein.
TABLE OF CONTENTS
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ARTICLE I — DEFINITIONS
Section 1.01 — Defined Terms
As used in this Deed of Trust, the following terms shall have the respective meanings set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
"Administrative Agent" means Crescent Harbor Bank, N.A., a national banking association, in its capacity as administrative agent under the Credit Agreement, and its successors and assigns in such capacity.
"Assignment of Leases" means the absolute assignment of leases and rents set forth in Article IV of this Deed of Trust.
"Beneficiary" means Pinnacle Trust Company, N.A., a national trust company organized and existing under the laws of the United States, in its capacity as Collateral Agent for the Secured Parties under the Credit Agreement and the other Loan Documents, and its successors and assigns in such capacity.
"Borrower" or "Grantor" means Ironhaven Data Centers LLC, a Delaware limited liability company (EIN: 84-3291057), and its permitted successors and assigns.
"Campus" means the Ironhaven Ashburn I hyperscale data-center campus located on the Land.
"Closing Date" means June 3, 2024, being the date on which the initial borrowing under the Credit Agreement is funded.
"Collateral Agent" means Pinnacle Trust Company, N.A., a national trust company, in its capacity as collateral agent for the Secured Parties under the Credit Agreement and the Security Documents, and its successors and assigns in such capacity.
"Credit Agreement" means that certain Senior Secured Term Loan B Credit Agreement, dated as of May 15, 2024, among the Borrower, the Co-Borrower, the Parent Guarantor, the Administrative Agent, the Collateral Agent, and the Lenders, as the same may be amended, restated, amended and restated, supplemented, extended, renewed, refinanced, replaced, or otherwise modified from time to time in accordance with the terms thereof and of the Intercreditor Agreement.
"Deed of Trust" means this Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Environmental Indemnity Agreement" means that certain Environmental Indemnity Agreement, dated as of May 15, 2024, executed by Ironhaven Data Centers LLC in favor of the Collateral Agent for the benefit of the Secured Parties.
"Environmental Laws" means all federal, state, and local laws, statutes, ordinances, codes, rules, regulations, orders, decrees, directives, and policies relating to the protection of the environment, natural resources, or human health or safety, including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. §§ 9601 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. §§ 6901 et seq.), the Federal Water Pollution Control Act (33 U.S.C. §§ 1251 et seq.), the Clean Air Act (42 U.S.C. §§ 7401 et seq.), the Toxic Substances Control Act (15 U.S.C. §§ 2601 et seq.), the Virginia Waste Management Act (Virginia Code § 10.1-1400 et seq.), and any analogous or successor statutes or regulations.
"Event of Default" has the meaning assigned to such term in Section 7.01 of this Deed of Trust and, unless the context otherwise requires, includes any "Event of Default" as defined in the Credit Agreement.
"Fixtures" means all fixtures, fittings, apparatus, and articles of personal property that are now or hereafter attached to, installed in, or used in connection with the Land or the Improvements (or any part thereof), whether or not such fixtures are or shall be attached to the Land or the Improvements in any manner, including, without limitation, all data center infrastructure, mechanical and electrical equipment, generators, transformers, switchgear, uninterruptible power supply (UPS) systems, power distribution units (PDUs), chillers, cooling towers, computer room air handlers (CRAHs), computer room air conditioning units (CRACs), raised-floor systems, cable management systems, busways, fire suppression systems, security and surveillance systems, fuel storage tanks, elevators, and all additions, accessions, renewals, substitutions, and replacements thereof.
"Grantor" means Ironhaven Data Centers LLC, a Delaware limited liability company (EIN: 84-3291057), and its permitted successors and assigns.
"Guarantee Agreement" means that certain Guarantee Agreement, dated as of May 15, 2024, by Ironhaven Holdings Inc. (as Parent Guarantor) in favor of the Collateral Agent for the benefit of the Secured Parties.
"Hazardous Materials" means any substance, material, chemical, compound, mixture, or waste that is defined as or included within the meaning of "hazardous substance," "hazardous waste," "hazardous material," "toxic substance," "solid waste," "pollutant," "contaminant," or words of similar import under any applicable Environmental Law, including, without limitation, petroleum and petroleum products, asbestos and asbestos-containing materials, polychlorinated biphenyls, urea-formaldehyde insulation, radon, radioactive materials, and per- and polyfluoroalkyl substances (PFAS).
"Impositions" means all real property taxes, personal property taxes, assessments, water and sewer charges, utility charges, levies, fees, and all other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of every character, which at any time prior to or after the execution and delivery of this Deed of Trust may be assessed, levied, confirmed, imposed upon, or become a lien on the Property or any part thereof, or on the Rents arising therefrom, or which may be imposed upon the Grantor because of its ownership of or interest in the Property.
"Improvements" means all buildings, structures, data center facilities, data halls, power infrastructure, cooling systems, mechanical rooms, offices, parking structures, landscaping, paving, fencing, and all other improvements of every kind and description now existing or hereafter erected, constructed, placed, or located upon the Land, including, without limitation, the Ironhaven Ashburn I Campus and all phases thereof, and all additions, alterations, restorations, and replacements thereof.
"Intercreditor Agreement" means that certain First Lien / Super-Senior Intercreditor Agreement, dated as of May 15, 2024, among Ironhaven Data Centers LLC, Ironhaven Holdings Inc., Crescent Harbor Bank, N.A. (in its capacities as Administrative Agent under the Credit Agreement and as agent under the Super-Senior Revolver), and Pinnacle Trust Company, N.A. (as Collateral Agent), as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.
"Land" means the real property more particularly described in Exhibit A attached hereto and made a part hereof, consisting of the parcels identified as Tax Parcel Nos. 087-27-1234 and 087-27-1235 in the records of the Loudoun County Commissioner of the Revenue, together with all right, title, and interest of the Grantor in and to all strips, gores, and rights-of-way adjacent thereto.
"Leases" means all leases, subleases, licenses, concessions, occupancy agreements, colocation agreements, managed-services agreements, and other agreements for the use or occupancy of all or any part of the Property now existing or hereafter entered into by the Grantor or any predecessor in interest of the Grantor (or entered into by any person claiming by, through, or under the Grantor or any predecessor in interest), including, without limitation, that certain Pre-Lease Letter of Intent, dated as of April 2, 2024, between the Grantor and Stratos Cloud Services, Inc. for thirty megawatts (30 MW) of critical IT load capacity with a five (5)-year initial term and annual base rent of Fourteen Million Four Hundred Thousand Dollars ($14,400,000), together with all amendments, extensions, renewals, guarantees, and other modifications thereof and all additional leases and other occupancy agreements hereafter entered into with respect to the Property.
"Lenders" means, collectively, (i) Crescent Harbor Bank, N.A. (commitment: $200,000,000), (ii) Ridgeline National Bank (commitment: $175,000,000), (iii) Marlowe Asset Management Meridian Capital, LLC (commitment: $150,000,000), (iv) Atlas Peak Credit Partners, LP (commitment: $125,000,000), (v) NordBrücke AG (commitment: $150,000,000), (vi) Pacific Rim Institutional Lending Corp. (commitment: $75,000,000), and (vii) Osprey Insurance Capital, Ltd. (commitment: $75,000,000), and their respective successors and assigns.
"Loan Documents" means, collectively, the Credit Agreement, this Deed of Trust, the Guarantee Agreement, the US Security Agreement, the Equity Interest Pledge Agreement, the Environmental Indemnity Agreement, the Intercreditor Agreement, and all other agreements, instruments, documents, and certificates executed and delivered by or on behalf of any Loan Party in connection with any of the foregoing, as each may be amended, restated, supplemented, or otherwise modified from time to time.
"Maturity Date" means June 3, 2031, or such earlier date on which all Secured Obligations shall become due and payable (whether by acceleration or otherwise) in accordance with the terms of the Credit Agreement.
"Permitted Encumbrances" means those liens, encumbrances, easements, restrictions, reservations, and other matters affecting title to the Property as set forth in Exhibit B attached hereto and made a part hereof, together with any additional liens or encumbrances that constitute "Permitted Liens" under and as defined in the Credit Agreement.
"Personal Property" means all personal property of every kind and description, whether tangible or intangible, now or hereafter owned by the Grantor and located at, used in connection with, or arising from the Property, as more particularly described in the granting clauses of this Deed of Trust and in Article V hereof.
"Property" means, collectively, the Land, the Improvements, the Fixtures, the Personal Property, all Leases, all Rents, and all other property, rights, and interests encumbered, conveyed, or assigned by this Deed of Trust.
"Rents" means all rents, issues, income, receipts, revenues, royalties, profits, and other sums of money, whether now due or hereafter becoming due, derived or to be derived from any Lease or from the use, occupancy, or enjoyment of the Property or any part thereof, including, without limitation, minimum rent, additional rent, percentage rent, common area maintenance charges, escalation charges, tax and insurance reimbursements, parking charges, interconnection fees, cross-connect fees, and all other amounts payable under any Lease, together with all proceeds of the foregoing.
"Secured Obligations" means all "Obligations" as defined in the Credit Agreement, including, without limitation, (i) all principal of and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership, or similar proceeding, whether or not allowed or allowable as a claim in such proceeding) on the loans made under the Credit Agreement, (ii) all fees, premiums, charges, costs, expenses, and indemnities payable under the Credit Agreement and the other Loan Documents, (iii) all obligations in respect of the arrangement fee of Fourteen Million Two Hundred Fifty Thousand Dollars ($14,250,000) payable to Crescent Harbor Bank, N.A., (iv) all obligations under the Guarantee Agreement, and (v) all other obligations and liabilities of every nature of the Grantor from time to time owed to the Secured Parties under or in connection with the Credit Agreement and the other Loan Documents, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter incurred, including all obligations surviving foreclosure of this Deed of Trust (including, without limitation, environmental indemnity obligations under the Environmental Indemnity Agreement).
"Secured Parties" means, collectively, the Administrative Agent, the Collateral Agent, and the Lenders, and their respective successors and assigns.
"Signing Date" means May 15, 2024.
"Super-Senior Revolver" means that certain Super-Senior Revolving Credit Facility in the aggregate committed amount of One Hundred Million Dollars ($100,000,000), issued by Crescent Harbor Bank, N.A., as described in and subject to the Intercreditor Agreement.
"Trustee" means Robert D. Whitfield, Esq., a resident of the Commonwealth of Virginia, and any successor or substitute trustee appointed in accordance with Section 11.07 of this Deed of Trust and applicable Virginia law.
"UCC" means the Uniform Commercial Code as adopted and in effect in the Commonwealth of Virginia (Title 8.1A through Title 8.11 of the Code of Virginia), as the same may be amended from time to time.
"US Security Agreement" means that certain Pledge and Security Agreement (US Security Agreement), dated as of May 15, 2024, by the Grantor and certain other Loan Parties in favor of the Collateral Agent for the benefit of the Secured Parties.
Section 1.02 — Rules of Construction
(a) Unless the context otherwise requires, all capitalized terms used and not otherwise defined in this Deed of Trust shall have the respective meanings assigned to such terms in the Credit Agreement. In the event of any conflict between the definitions set forth in this Deed of Trust and the definitions set forth in the Credit Agreement, the definitions in this Deed of Trust shall control for purposes of this instrument, and the definitions in the Credit Agreement shall control for all other purposes.
(b) The laws of the Commonwealth of Virginia shall govern all matters relating to the real property and fixture filing aspects of this Deed of Trust, the creation, perfection, priority, and enforcement of the liens and security interests created hereby (including, without limitation, all foreclosure proceedings under Virginia Code § 55.1-321 et seq.), and the construction and interpretation of this Deed of Trust insofar as it relates to the conveyance of interests in real property. The Credit Agreement and the Secured Obligations are governed by and shall be construed in accordance with the laws of the State of New York, as more particularly set forth in Section 11.02 hereof.
(c) References herein to Virginia Code sections shall be deemed to refer to such sections as they may be amended, renumbered, or replaced from time to time, and to any successor provisions thereto.
(d) As used in this Deed of Trust, (i) the singular shall include the plural and vice versa, (ii) the masculine gender shall include the feminine and neuter genders and vice versa, (iii) "including" shall mean "including, without limitation," (iv) "herein," "hereof," "hereunder," "hereby," and similar terms shall refer to this Deed of Trust as a whole and not to any particular section or provision, (v) "shall" and "will" are used interchangeably and have the same mandatory meaning, and (vi) all references to "dollars" or "$" shall refer to the lawful currency of the United States of America.
(e) The table of contents and the headings of the articles, sections, and subsections of this Deed of Trust are for convenience of reference only and shall not limit or otherwise affect the meaning of the provisions hereof.
ARTICLE II — GRANT AND CONVEYANCE
Section 2.01 — Grant of Deed of Trust
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and to secure the prompt and complete payment and performance of the Secured Obligations, the Grantor does hereby irrevocably grant, bargain, sell, convey, assign, transfer, mortgage, pledge, set over, deliver, and confirm unto the Trustee, in trust, with power of sale, for the benefit of the Beneficiary and the Secured Parties, and their respective successors and assigns, the following described property, rights, and interests (collectively, and together with all other property encumbered or assigned by this Deed of Trust, the "Property"):
(a) The Land. All that certain tract or parcel of real property lying and being in Loudoun County, Commonwealth of Virginia, more particularly described in Exhibit A attached hereto and made a part hereof (the "Land"), being Tax Parcel Nos. 087-27-1234 and 087-27-1235 in the records of the Loudoun County Commissioner of the Revenue, comprising approximately one hundred forty-two (142) acres, together with all right, title, and interest of the Grantor in and to all strips, gores, and rights-of-way adjacent to or abutting the Land.
(b) The Improvements. All buildings, structures, data center facilities, data halls, mechanical and electrical rooms, office buildings, parking structures, paved areas, utility infrastructure, landscaping, fencing, retaining walls, stormwater management facilities, and all other improvements, structures, and facilities of every kind and description now or hereafter erected, constructed, placed, or located upon the Land (collectively, the "Improvements"), including, without limitation, the Ironhaven Ashburn I hyperscale data-center campus and all phases thereof, and all additions, alterations, modifications, restorations, renovations, and replacements of any of the foregoing.
(c) The Fixtures. All fixtures, fittings, apparatus, equipment, machinery, and articles of personal property of every kind and description that are now or hereafter affixed to, attached to, installed in, or used in connection with the Land or the Improvements, or any part thereof (collectively, the "Fixtures"), including, without limitation, all data center mechanical, electrical, plumbing, HVAC, cooling, power distribution, and structural systems, including generators, transformers, switchgear, automatic transfer switches, uninterruptible power supply (UPS) systems, battery systems, power distribution units (PDUs), chillers, cooling towers, computer room air handlers (CRAHs), computer room air conditioning units (CRACs), direct liquid cooling systems, piping, ductwork, raised-floor systems, cable trays, busways, fire detection and suppression systems (including pre-action sprinkler systems and gas-based suppression systems), security and surveillance systems (including access control, closed-circuit television, and perimeter fencing), fuel storage systems (including diesel fuel tanks for backup generators), building management systems, environmental monitoring systems, elevators, escalators, and all additions, accessions, renewals, substitutions, and replacements of any of the foregoing, together with all right, title, and interest of the Grantor in and to any such Fixtures which may be subject to any security interest, conditional sale contract, chattel mortgage, or similar lien or claim.
(d) Appurtenances. All easements, rights-of-way, licenses, privileges, hereditaments, strips, gores, water rights, riparian rights, mineral rights, air rights, development rights, and other appurtenances now or hereafter belonging or appertaining to the Land or the Improvements, including, without limitation, all rights of ingress and egress to and from the Land over adjacent property, all rights under any utility easement agreement, all rights under any reciprocal easement agreement or declaration of covenants, conditions, and restrictions, and all rights to use any roads, alleys, passages, or ways abutting the Land.
(e) Condemnation Awards. All awards, damages, compensation, settlements, and proceeds hereafter made or to be made by any governmental authority or other Person for or on account of any condemnation, taking (whether permanent or temporary), or damaging of the Land, the Improvements, the Fixtures, or any other part of the Property, or any appurtenances thereto, or for any change of grade of streets or highways, or for any other injury to or decrease in the value of the Property.
(f) Insurance Proceeds. All proceeds of any and all policies of insurance now or hereafter carried by or on behalf of the Grantor with respect to the Property or any part thereof, including, without limitation, all property insurance proceeds, business interruption insurance proceeds, rental loss insurance proceeds, and all unearned premiums, refunds, rebates, dividends, or other amounts payable with respect to any such insurance policies.
TO HAVE AND TO HOLD the above-described Property unto the Trustee, in trust, with power of sale, for the benefit of the Beneficiary and the Secured Parties, and their respective successors and assigns forever, subject only to the Permitted Encumbrances; PROVIDED, HOWEVER, that if the Grantor shall well and truly pay all of the Secured Obligations in full in cash when due and perform all of the covenants, conditions, and agreements herein and in the Credit Agreement and the other Loan Documents contained on the part of the Grantor to be performed, and the Credit Agreement shall have been terminated in accordance with its terms, then this conveyance shall be void and of no further force or effect and the estate hereby granted shall cease, and the Trustee and the Beneficiary, upon the written request and at the sole cost and expense of the Grantor, shall execute and deliver to the Grantor appropriate instruments of release and reconveyance, and shall take such other actions as may be reasonably necessary to release and discharge the lien of this Deed of Trust; but, until such payment in full and termination, this Deed of Trust shall remain in full force and effect.
Section 2.02 — Assignment of Leases and Rents
In addition to and without limitation of the grant set forth in Section 2.01, the Grantor does hereby absolutely and unconditionally assign, transfer, set over, and convey to the Beneficiary all of the Grantor's right, title, and interest in and to all Leases and all Rents, as more particularly set forth in Article IV of this Deed of Trust.
Section 2.03 — Security Interest in Personal Property and Fixtures (UCC Granting Clause)
In addition to and without limitation of the grant set forth in Sections 2.01 and 2.02, the Grantor does hereby grant to the Beneficiary a continuing first-priority security interest under the UCC in all personal property, equipment, inventory, goods, accounts, deposit accounts, general intangibles (including, without limitation, payment intangibles), instruments, chattel paper (including, without limitation, tangible chattel paper and electronic chattel paper), letter-of-credit rights, commercial tort claims, supporting obligations, investment property, software, documents, and all products and proceeds of the foregoing (including, without limitation, insurance proceeds), in each case now owned or hereafter acquired by the Grantor and now or hereafter located at, affixed to, used in connection with, or arising from the Property. This Deed of Trust constitutes and is intended to be filed as a financing statement and fixture filing under Virginia Code § 8.9A-502 with respect to all Fixtures and all other personal property in which a security interest may be perfected by the filing of a financing statement or fixture filing under the UCC. For purposes of such financing statement and fixture filing, (i) the "Debtor" is Ironhaven Data Centers LLC, a Delaware limited liability company, 4500 Dominion Ridge Boulevard, Suite 300, Ashburn, Virginia 20147 (organizational identification number: Delaware File No. 7842153, EIN: 84-3291057), (ii) the "Secured Party" is Pinnacle Trust Company, N.A., 101 Constitution Avenue NW, Washington, D.C. 20001, and (iii) the real property to which the Fixtures relate is described in Exhibit A. The record owner of such real property is the Debtor.
Section 2.04 — Secured Obligations
This Deed of Trust is made for the purpose of securing the following obligations (collectively, the "Secured Obligations"):
(a) The payment and performance of all obligations of the Grantor under the Credit Agreement, including, without limitation, (i) the repayment of the aggregate principal amount of Nine Hundred Fifty Million Dollars ($950,000,000), together with all accrued and unpaid interest thereon at the applicable rates (being SOFR + 425 basis points for the USD Tranche, subject to a SOFR floor of 0.50%, and EURIBOR + 425 basis points for the EUR Sub-Tranche), (ii) all fees, including the arrangement fee of Fourteen Million Two Hundred Fifty Thousand Dollars ($14,250,000) payable to Crescent Harbor Bank, N.A. in its capacity as sole lead arranger and bookrunner, (iii) all default interest, late charges, and prepayment premiums, and (iv) all costs, expenses, and indemnities payable under the Credit Agreement;
(b) The payment and performance of all other obligations of the Grantor under the other Loan Documents, including, without limitation, this Deed of Trust, the US Security Agreement, and the Environmental Indemnity Agreement;
(c) All obligations of the Grantor arising under or in connection with any interest rate protection agreement, currency swap agreement, or other hedging agreement entered into with any Lender or any affiliate of any Lender in connection with the Credit Agreement, to the extent constituting "Secured Hedge Obligations" under the Credit Agreement;
(d) All costs, fees, and expenses (including, without limitation, reasonable attorneys' fees and disbursements, appraisal costs, title search costs, and environmental assessment costs) incurred by the Beneficiary, the Administrative Agent, or the Trustee in connection with the enforcement, protection, or preservation of any right or remedy under this Deed of Trust, the Credit Agreement, or any other Loan Document;
(e) All obligations that survive foreclosure, sale, or other disposition of the Property, including, without limitation, environmental indemnity obligations under the Environmental Indemnity Agreement; and
(f) All renewals, extensions, modifications, supplements, replacements, consolidations, and refinancings of any of the foregoing, and all interest and other charges accruing thereon from time to time.
ARTICLE III — REPRESENTATIONS AND WARRANTIES OF GRANTOR
The Grantor hereby represents and warrants to the Beneficiary, the Administrative Agent, and the Secured Parties, as of the date hereof and as of the Closing Date, as follows:
Section 3.01 — Organization, Good Standing, and Authority
The Grantor is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, and is duly qualified to transact business and is in good standing in the Commonwealth of Virginia. The Grantor has full limited liability company power and authority to own, lease, and operate its properties and to carry on its business as now conducted. The Grantor has full power, authority, and legal right to execute, deliver, and perform its obligations under this Deed of Trust and to grant, bargain, sell, convey, assign, transfer, mortgage, pledge, and encumber the Property as provided herein. The execution, delivery, and performance of this Deed of Trust by the Grantor have been duly authorized by all necessary action on the part of the Grantor, including by the requisite resolutions of the board of managers (or equivalent governing body) and by the written consent of the sole member of the Grantor, and no other action, consent, approval, or authorization is required for the valid execution, delivery, and performance hereof. This Deed of Trust has been duly executed and delivered by the Grantor and constitutes the legal, valid, and binding obligation of the Grantor, enforceable against the Grantor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting creditors' rights generally and to general principles of equity (whether applied in a proceeding at law or in equity).
Section 3.02 — Title
The Grantor is the sole owner of and has good, marketable, and indefeasible fee simple title to the Land and the Improvements, free and clear of all liens, encumbrances, claims, charges, and restrictions, except for the Permitted Encumbrances set forth in Exhibit B attached hereto. There are no prior mortgages, deeds of trust, or other security interests encumbering the Property other than the Permitted Encumbrances. The Grantor acknowledges that the existing UCC-1 financing statement filed in the records of the Delaware Secretary of State by Greystone Mezzanine Fund II, LP (CUSIP: 39817MAB3) in connection with One Hundred Thirty Million Dollars ($130,000,000) in aggregate principal amount of mezzanine notes (together with Two Million Seven Hundred Eight Thousand Three Hundred Thirty-Three Dollars and Thirty-Three Cents ($2,708,333.33) of accrued payment-in-kind interest) shall be terminated, and a UCC-3 termination statement shall be filed, on or prior to the Closing Date upon full payoff and satisfaction of such mezzanine indebtedness from the proceeds of the initial borrowing under the Credit Agreement. The lien of this Deed of Trust, when recorded, shall constitute a valid first-priority lien on the Property (subject only to Permitted Encumbrances and the terms of the Intercreditor Agreement).
Section 3.03 — No Conflicts
The execution, delivery, and performance of this Deed of Trust by the Grantor and the granting of the lien and security interests provided for herein do not and will not (a) violate or conflict with, or result in a breach of, or require any consent under, the certificate of formation, limited liability company agreement, or other organizational documents of the Grantor, (b) violate or conflict with any applicable law, statute, ordinance, rule, regulation, order, writ, injunction, judgment, or decree of any governmental authority having jurisdiction over the Grantor or the Property, (c) conflict with, result in a breach of, or constitute a default (or any event which, with the giving of notice or lapse of time or both, would constitute a default) under any indenture, agreement, or other instrument to which the Grantor is a party or by which the Grantor or the Property may be bound, or (d) result in the creation or imposition of any lien, charge, or encumbrance on the Property (other than the lien created by this Deed of Trust and the Permitted Encumbrances).
Section 3.04 — Compliance with Law
The Property complies in all material respects with all applicable laws, ordinances, statutes, rules, regulations, orders, and requirements of all governmental authorities having jurisdiction over the Property, including, without limitation, all zoning requirements, building codes, land use regulations, subdivision regulations, and environmental laws of Loudoun County and the Commonwealth of Virginia. The Grantor has obtained or will obtain prior to the Closing Date all permits, licenses, approvals, and authorizations required for the construction, use, and operation of the Campus as contemplated, including the Loudoun County special exception approval and all required building permits for Phase I construction. No violation of any such law, ordinance, or regulation exists or has been claimed by any governmental authority with respect to the Property.
Section 3.05 — Environmental Representations
(a) To the best of the Grantor's knowledge, after due inquiry, there are no Hazardous Materials present on, in, under, or affecting the Property in violation of any Environmental Laws. No release, discharge, or threatened release of any Hazardous Materials has occurred on or from the Property. The Grantor has not received any notice, claim, demand, or order from any governmental authority or any other Person alleging that the Property is in violation of any Environmental Laws or that the Grantor may be liable under any Environmental Laws with respect to the Property.
(b) The Grantor has delivered to the Beneficiary true, complete, and correct copies of (i) the Phase I Environmental Site Assessment, dated March 12, 2024, prepared by Greenline Environmental Solutions, Inc. (Dr. Ramon Quelibo, P.E., Principal Engineer), and (ii) the Phase II Environmental Site Assessment, dated April 8, 2024, prepared by Greenline Environmental Solutions, Inc. (Dr. Ramon Quelibo, P.E., Principal Engineer), each with respect to the Property. Neither the Phase I Assessment nor the Phase II Assessment identified any recognized environmental conditions, controlled recognized environmental conditions, or historical recognized environmental conditions requiring further investigation or remediation, except as otherwise disclosed therein.
(c) There are no pending or, to the Grantor's knowledge, threatened environmental claims, environmental liens, or environmental proceedings affecting the Property or the Grantor with respect to the Property. No underground storage tanks are located on the Property other than fuel storage tanks for backup generators, which are installed and maintained in compliance with all applicable Environmental Laws.
Section 3.06 — Taxes and Assessments
All Impositions relating to the Property that are due and payable as of the date hereof have been paid in full. No Impositions are delinquent, and no assessments, levies, or charges of any governmental authority are outstanding or, to the Grantor's knowledge, threatened against the Property. The Grantor has not received any notice of any proposed increase in the assessed valuation of the Property that has not been disclosed to the Beneficiary.
Section 3.07 — Insurance
The Grantor has obtained and maintains, and will continue to maintain, the insurance policies required under Section 6.03 of this Deed of Trust and the applicable provisions of the Credit Agreement. All such insurance policies are in full force and effect as of the date hereof and comply in all respects with the requirements of the Credit Agreement. Such insurance policies have been placed through Calloway & Strand Insurance Brokers, Inc. (Patricia Calloway, Managing Director) and include, without limitation, (a) builder's risk insurance (completed value form) covering the full insurable value of Phase I construction, (b) all-risk/special form property insurance covering the full replacement cost of the Improvements and Fixtures, (c) commercial general liability insurance, and (d) business interruption and rental loss insurance. Pinnacle Trust Company, N.A., as Collateral Agent, is named as loss payee (for property insurance) and additional insured (for liability insurance) under all such policies, as required by the Credit Agreement. True and correct copies of all insurance policies (or certificates of insurance evidencing such policies) have been delivered to the Beneficiary.
Section 3.08 — Condition of Property
The Property is in good condition and repair, free from material structural, mechanical, and environmental defects. The Grantor has delivered to the Beneficiary the appraisal of the Property prepared by Meridian Valuation Group, LLC (Howard Finch, MAI, Managing Director), dated April 22, 2024, which appraisal has been prepared in accordance with the Uniform Standards of Professional Appraisal Practice (USPAP) and the requirements of the Credit Agreement. To the Grantor's knowledge, there is no material fact or circumstance that would materially and adversely affect the value of the Property or the conclusions set forth in such appraisal.
Section 3.09 — Leases
Exhibit B-1 attached hereto (to the extent delivered) sets forth a true, complete, and correct list of all existing Leases affecting the Property as of the date hereof, including, without limitation, the Pre-Lease Letter of Intent, dated as of April 2, 2024, between the Grantor and Stratos Cloud Services, Inc. for thirty megawatts (30 MW) of critical IT load capacity, with a five (5)-year initial term and annual base rent of Fourteen Million Four Hundred Thousand Dollars ($14,400,000) (the "Stratos Pre-Lease"). The Grantor has delivered to the Beneficiary true, complete, and correct copies of each existing Lease. There are no material defaults or events of default by the Grantor or, to the Grantor's knowledge, by any tenant under any existing Lease. No tenant has asserted any material claim, offset, defense, or counterclaim under any existing Lease that remains unresolved. The Grantor has not received any notice of termination from any tenant under any existing Lease.
Section 3.10 — OFAC and Sanctions Compliance
Neither the Grantor nor any of its directors, officers, managers, members, partners, employees, or, to the knowledge of the Grantor, affiliates is (a) a "Specially Designated National" or "Blocked Person" as designated by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), (b) a person or entity listed on the Sectoral Sanctions Identifications List, the Foreign Sanctions Evaders List, the Non-SDN Palestinian Legislative Council List, or any other sanctions-related list maintained by OFAC, (c) a person or entity that is the target of any sanctions administered or enforced by the United States (including by OFAC, the U.S. Department of State, and the U.S. Department of Commerce), the European Union, His Majesty's Treasury of the United Kingdom, the United Nations Security Council, or any other relevant sanctions authority (collectively, "Sanctions"), or (d) located, organized, or resident in a country or territory that is the target of comprehensive country-wide or territory-wide Sanctions (as of the date hereof, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine). The Grantor is in compliance in all material respects with all applicable Sanctions, anti-money laundering laws, and anti-corruption laws, including the USA PATRIOT Act (Title III of Pub. L. 107-56) and the Foreign Corrupt Practices Act.
Section 3.11 — No Litigation
There are no actions, suits, proceedings, claims, investigations, or governmental inquiries pending or, to the Grantor's knowledge, threatened against or affecting the Grantor or the Property, at law, in equity, or before any governmental authority, that could reasonably be expected to (a) have a material adverse effect on the business, operations, condition (financial or otherwise), or prospects of the Grantor, (b) materially impair the Grantor's ability to perform its obligations under this Deed of Trust, the Credit Agreement, or any other Loan Document, or (c) materially adversely affect the value, use, or operation of the Property.
ARTICLE IV — ASSIGNMENT OF LEASES AND RENTS
Section 4.01 — Absolute Assignment
The Grantor hereby absolutely and unconditionally assigns, transfers, sets over, and conveys to the Beneficiary, for the benefit of the Secured Parties, all of the Grantor's right, title, and interest in, to, and under all Leases and all Rents now existing or hereafter arising with respect to the Property or any part thereof. This assignment is a present, absolute, and unconditional assignment, and not merely an assignment for additional security. For the avoidance of doubt, this assignment is intended to be fully enforceable in accordance with its terms as an absolute assignment of the Grantor's interests in and to the Leases and Rents, irrespective of whether the Grantor or the Beneficiary is in possession of the Property, and irrespective of whether any Event of Default has occurred and is continuing. This assignment shall be effective as of the date hereof and shall continue in effect until the Secured Obligations have been indefeasibly paid in full in cash and the Credit Agreement has been terminated. To the extent that this assignment is characterized under applicable law as an assignment for security rather than a present, absolute assignment, the Grantor hereby grants to the Beneficiary a first-priority security interest in and to all Leases and all Rents.
Section 4.02 — License to Collect Rents
Notwithstanding the absolute assignment set forth in Section 4.01, the Beneficiary hereby grants to the Grantor a revocable license (the "Rent Collection License") to collect, receive, use, and enjoy the Rents as they become due and payable, subject to the terms and conditions of this Deed of Trust and the Credit Agreement. The Rent Collection License shall be revocable by the Beneficiary, in its sole and absolute discretion, upon or at any time after the occurrence and during the continuance of an Event of Default, and shall automatically terminate (without any notice or other action by the Beneficiary) upon the commencement of any action by the Trustee to foreclose this Deed of Trust or upon the appointment of a receiver for the Property. Upon any such revocation or termination of the Rent Collection License, the Beneficiary shall have the right, power, and authority to enter upon and take possession of the Property, to collect the Rents directly from the tenants under the Leases, and to exercise all rights and remedies of the Grantor under the Leases. Each tenant under any Lease is hereby authorized and directed by the Grantor, upon receipt of written notice from the Beneficiary that the Rent Collection License has been revoked, to pay all Rents directly to the Beneficiary, and the Grantor hereby releases each such tenant from any liability to the Grantor for any Rents so paid.
Section 4.03 — Covenants Regarding Leases
Without the prior written consent of the Beneficiary (which consent shall not be unreasonably withheld, conditioned, or delayed, subject to applicable provisions and baskets set forth in the Credit Agreement), the Grantor shall not:
(a) Enter into any new Lease with a term (including all extension and renewal options) exceeding five (5) years or providing for annual base rent in excess of Five Million Dollars ($5,000,000), except as otherwise permitted under the Credit Agreement (including in accordance with the ordinary course of business exception set forth therein);
(b) Materially modify, amend, supplement, extend, renew, or terminate any Lease, or accept a surrender of any Lease, or consent to any assignment or subletting of any Lease, in each case where such Lease provides for annual base rent in excess of Five Million Dollars ($5,000,000) or covers more than ten megawatts (10 MW) of critical IT load capacity;
(c) Collect Rents under any Lease more than one (1) month in advance of the date on which such Rents become due and payable;
(d) Waive, release, or discount any material right or claim of the Grantor under any Lease; or
(e) Consent to any subordination of any Lease to any mortgage, deed of trust, or other lien (other than this Deed of Trust and as permitted under the Intercreditor Agreement).
The Grantor shall promptly deliver to the Beneficiary true, complete, and correct copies of (i) all new Leases entered into after the date hereof, (ii) all material amendments, modifications, supplements, and extensions of any existing Lease, and (iii) all notices of default given or received by the Grantor under any Lease. The Grantor shall perform and observe all of the material terms, covenants, and conditions on the part of the landlord to be performed and observed under each Lease.
Section 4.04 — Application of Rents After Default
During the continuance of an Event of Default and following revocation of the Rent Collection License, all Rents collected by the Beneficiary or any receiver appointed with respect to the Property shall be applied in the following order of priority: (i) first, to the payment of all costs and expenses incurred by the Beneficiary or such receiver in connection with the collection of the Rents, including, without limitation, reasonable attorneys' fees, management fees, and receiver's fees; (ii) second, to the payment of all Impositions then due and owing with respect to the Property; (iii) third, to the payment of all insurance premiums then due and owing with respect to the Property; (iv) fourth, to the payment of all costs and expenses necessary for the proper maintenance, repair, and operation of the Property; and (v) fifth, the balance, if any, to the payment and satisfaction of the Secured Obligations in such order and manner as the Beneficiary shall determine in its sole and absolute discretion, in accordance with the terms of the Credit Agreement and the Intercreditor Agreement. The Beneficiary shall have no obligation to collect Rents or to exercise any rights under the Leases and shall not be liable for any failure to do so, and the exercise or non-exercise by the Beneficiary of any such right shall not release the Grantor from any of its obligations under this Deed of Trust.
ARTICLE V — SECURITY AGREEMENT AND FIXTURE FILING
Section 5.01 — Grant of Security Interest
The Grantor hereby grants to the Beneficiary, for the ratable benefit of the Secured Parties, a continuing first-priority security interest in and lien upon all of the following personal property and fixtures, whether now existing or hereafter acquired or arising, wherever located, to the extent the same is owned by or in the possession of the Grantor and is located at, affixed to, used in connection with, or arises from the Property (the "Collateral"):
(a) Equipment. All equipment, machinery, apparatus, and data center infrastructure now or hereafter located on or used in connection with the Property, including, without limitation, all servers, server racks, cabinet systems, power distribution units (PDUs), uninterruptible power supply (UPS) systems, battery storage systems, diesel generators, natural gas generators, transformers, automatic transfer switches (ATS), switchgear, electrical panels, motor control centers, variable frequency drives (VFDs), chillers, cooling towers, direct expansion (DX) cooling units, computer room air handlers (CRAHs), computer room air conditioning units (CRACs), rear-door heat exchangers, piping, valving, pumps, fire detection systems, fire suppression systems (including pre-action dry-pipe sprinkler systems, clean agent gas-based suppression systems, and very early smoke detection apparatus (VESDA)), security systems (including access control systems, biometric readers, closed-circuit television and video surveillance systems, intrusion detection systems, bollards, and perimeter fencing), building management systems (BMS), data center infrastructure management (DCIM) systems, environmental monitoring systems, and all parts, fittings, accessories, accessions, additions, attachments, components, replacements, substitutions, and spare parts therefor.
(b) Inventory. All inventory, supplies, spare parts, consumables, and other tangible personal property of every description now or hereafter located at or held for use in connection with the Property.
(c) Accounts and General Intangibles. All accounts receivable, accounts, general intangibles (including, without limitation, payment intangibles and software), contract rights, and other intangible personal property now existing or hereafter arising from or relating to the Property, the Leases, or the operation of the Campus.
(d) Deposit Accounts. All deposit accounts of the Grantor that are maintained in connection with the Property, including, without limitation, the operating accounts, reserve accounts, tax escrow accounts, insurance escrow accounts, and any construction escrow accounts.
(e) Instruments, Chattel Paper, and Other Rights. All instruments, chattel paper (including tangible and electronic chattel paper), letter-of-credit rights, commercial tort claims relating to the Property, and supporting obligations arising from or relating to the Property or the Leases.
(f) Fixtures. All Fixtures (as defined in Section 1.01 hereof), including, without limitation, all items described in Exhibit C attached hereto and made a part hereof.
(g) Proceeds and Products. All proceeds (as defined in Virginia Code § 8.9A-102(a)(64)) and products of any and all of the foregoing, in whatever form, including, without limitation, all insurance proceeds, condemnation awards, and all cash, securities, and other property received upon any collection, exchange, sale, or other disposition of the foregoing.
Section 5.02 — Fixture Filing
This Deed of Trust is intended to constitute, and shall be effective as, a fixture filing with respect to all Fixtures (as defined herein and described in Exhibit C) pursuant to Virginia Code § 8.9A-502 and § 8.9A-301. The information required for such fixture filing is as follows:
Name and Address of Debtor: Ironhaven Data Centers LLC 4500 Dominion Ridge Boulevard, Suite 300 Ashburn, Virginia 20147 Organized in: State of Delaware Delaware File No.: 7842153 EIN: 84-3291057
Name and Address of Secured Party: Pinnacle Trust Company, N.A. 101 Constitution Avenue NW Washington, D.C. 20001
Description of Collateral: All Fixtures now or hereafter attached to, installed in, or used in connection with the Land and Improvements described herein, as more particularly described in Section 5.01 hereof and in Exhibit C attached hereto.
Description of Real Property to Which Fixtures Relate: The real property described in Exhibit A attached hereto, being Tax Parcel Nos. 087-27-1234 and 087-27-1235, Loudoun County, Virginia.
Record Owner of Real Property: Ironhaven Data Centers LLC.
This Deed of Trust and this fixture filing should be indexed both in the real property records (grantor-grantee index) and in the UCC fixture filing index maintained by the Clerk of the Circuit Court of Loudoun County, Virginia.
Section 5.03 — UCC Remedies
Upon the occurrence and during the continuance of an Event of Default, in addition to all other rights and remedies available to the Beneficiary under this Deed of Trust, at law, or in equity, the Beneficiary shall have all of the rights and remedies of a secured party under the UCC (including, without limitation, Part 6 of Virginia Code Title 8.9A), including, without limitation, the right to (a) take possession of the Collateral, (b) require the Grantor to assemble the Collateral and make it available to the Beneficiary at a place to be designated by the Beneficiary, (c) sell, lease, license, or otherwise dispose of any or all of the Collateral in its then-present condition or following any commercially reasonable preparation or processing, at one or more public or private sales, as a unit or in parcels, at such time and place, upon such terms and conditions, and for such consideration as the Beneficiary deems commercially reasonable, and (d) collect, receipt for, and enjoy the income, revenue, and profits of the Collateral. Any notice of a disposition of the Collateral required by the UCC shall be deemed commercially reasonable if given not less than ten (10) days prior to such disposition. The Beneficiary may be a purchaser at any public sale.
Section 5.04 — Priority
The security interest granted herein is and shall remain a first-priority lien on and security interest in the Collateral, subject only to Permitted Encumbrances and the terms of the Intercreditor Agreement. The Grantor shall take all actions and execute and deliver all instruments, documents, and agreements, and shall make all filings, as may be requested by the Beneficiary from time to time to maintain and preserve the first-priority status of the security interest granted herein, including, without limitation, the execution and delivery of UCC financing statements and continuation statements.
ARTICLE VI — COVENANTS OF GRANTOR
The Grantor hereby covenants and agrees with the Beneficiary, the Administrative Agent, and the Secured Parties as follows:
Section 6.01 — Payment of Secured Obligations
The Grantor shall promptly and punctually pay all Secured Obligations when due, whether at stated maturity, upon acceleration, by mandatory or optional prepayment, or otherwise, in accordance with the terms of the Credit Agreement and the other Loan Documents. Without limiting the generality of the foregoing, the Grantor shall make quarterly amortization payments in the aggregate amount of Two Million Three Hundred Seventy-Five Thousand Dollars ($2,375,000) commencing on September 3, 2024, and contin