DEPOSIT ACCOUNT CONTROL AGREEMENTS

DEPOSIT ACCOUNT CONTROL AGREEMENTS
IRONHAVEN DATA CENTERS LLC
Calderwood & Harkness LLP Banking & Finance
June 3, 2024
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CALDERWOOD & HARKNESS LLP Attorneys at Law
125 Broad Street New York, New York 10004 Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com
June 3, 2024
TRANSMITTAL OF DEPOSIT ACCOUNT CONTROL AGREEMENTS
VIA HAND DELIVERY AND ELECTRONIC MAIL
Pinnacle Trust Company, National Association 101 Constitution Avenue NW Washington, D.C. 20001
Attention: William Hargrove, Senior Vice President, Corporate Trust
cc: Crescent Harbor Bank, National Association 1200 Harbor Point Drive Charlotte, North Carolina 28202
Attention: Thomas Beckett, Vice President, Loan Operations & Agency Services
cc: Blackthorn & Sundial Software 51 West 52nd Street New York, New York 10019
Attention: Catherine Ellsworth
cc: Ironhaven Data Centers LLC 4500 Dominion Ridge Boulevard, Suite 300 Ashburn, Virginia 20147
Attention: Natasha Greenfeld, VP, Treasury & Capital Markets
Re: Deposit Account Control Agreements — Ironhaven Data Centers LLC; Senior Secured Term Loan B Credit Agreement dated May 15, 2024; C&H Matter No. 1043-00001
Dear Mr. Hargrove:
Enclosed please find the executed originals of (i) the Deposit Account Control Agreement (Operating Account) and (ii) the Deposit Account Control Agreement (Reserve Account), each dated as of June 3, 2024, among Ironhaven Data Centers LLC, a Delaware limited liability company (the "Debtor"), Crescent Harbor Bank, National Association, as Depositary Bank (the "Depositary Bank"), and Pinnacle Trust Company, National Association, as Collateral Agent (the "Secured Party" or "Collateral Agent"). These agreements are delivered in satisfaction of the conditions precedent set forth in Section 4.01(k) of the Credit Agreement dated as of May 15, 2024 (the "Credit Agreement") among Ironhaven Data Centers LLC, Ironhaven Frankfurt GmbH, Ironhaven Holdings Inc., Crescent Harbor Bank, N.A. as Administrative Agent, Pinnacle Trust Company, N.A. as Collateral Agent, and the Lenders party thereto.
The following documents are enclosed herewith:
1.  Deposit Account Control Agreement (Operating Account), dated as of June 3, 2024, consisting of twenty-three (23) pages inclusive of the signature pages and two (2) exhibits (Exhibit A — Form of Activation Notice; Exhibit B — Form of Termination Notice). Three (3) originally executed counterparts are enclosed.
2.  Deposit Account Control Agreement (Reserve Account), dated as of June 3, 2024, consisting of twenty-four (24) pages inclusive of the signature pages and two (2) exhibits (Exhibit A — Form of Activation Notice; Exhibit B — Form of Termination Notice). Three (3) originally executed counterparts are enclosed.
3.  Schedule of Accounts (Summary), for cross-reference purposes, consisting of one (1) page.
4.  Cross-Reference Annex, identifying related transaction documents, consisting of two (2) pages.
Each of the above-referenced documents has been executed by all three parties and is delivered in original form. We have retained conformed copies of all documents for our files. Please countersign the attached acknowledgment of receipt and return a copy to our office at your earliest convenience.
We note that the Depositary Bank has executed each agreement in its capacity as depositary institution and not in its capacity as Administrative Agent under the Credit Agreement. The dual-capacity acknowledgment provisions set forth in Recital D of each agreement are intended to address this distinction.
Should you have any questions or require additional copies, please do not hesitate to contact the undersigned at (212) 558-4127 or daniel.obi@calderwoodharkness.com.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Daniel Obi
Title: Lead Associate, Banking & Finance
Direct Dial: (212) 558-4127
Email: daniel.obi@calderwoodharkness.com
Enclosures (as described above)
CONFIDENTIAL — This transmittal letter and the enclosed documents contain information that is privileged and confidential. If you are not the intended recipient, please notify the sender immediately and destroy all copies.
DEPOSIT ACCOUNT CONTROL AGREEMENT
(OPERATING ACCOUNT)
dated as of
June 3, 2024
among
IRONHAVEN DATA CENTERS LLC as Debtor
CRESCENT HARBOR BANK, NATIONAL ASSOCIATION as Depositary Bank
and
PINNACLE TRUST COMPANY, NATIONAL ASSOCIATION as Secured Party / Collateral Agent
DEPOSIT ACCOUNT CONTROL AGREEMENT (OPERATING ACCOUNT)
THIS DEPOSIT ACCOUNT CONTROL AGREEMENT (OPERATING ACCOUNT) (this "Agreement") is made and entered into as of June 3, 2024, by and among:
(1) IRONHAVEN DATA CENTERS LLC, a Delaware limited liability company (the "Debtor" or the "Customer"), with its principal office at 4500 Dominion Ridge Boulevard, Suite 300, Ashburn, Virginia 20147, Employer Identification Number: 84-3291057;
(2) CRESCENT HARBOR BANK, NATIONAL ASSOCIATION (the "Depositary Bank"), a national banking association organized and existing under the laws of the United States, with its principal office at 1200 Harbor Point Drive, Charlotte, North Carolina 28202; and
(3) PINNACLE TRUST COMPANY, NATIONAL ASSOCIATION (the "Secured Party" or the "Collateral Agent"), a national trust company organized and existing under the laws of the United States, with its principal office at 101 Constitution Avenue NW, Washington, D.C. 20001.
Each of the Debtor, the Depositary Bank, and the Secured Party may be referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS.  WHEREAS:
A. Ironhaven Data Centers LLC (as Borrower), Ironhaven Frankfurt GmbH (as Co-Borrower), Ironhaven Holdings Inc. (as Parent Guarantor), Crescent Harbor Bank, National Association (as Administrative Agent), Pinnacle Trust Company, National Association (as Collateral Agent), and the Lenders from time to time party thereto (the "Lenders") have entered into that certain Senior Secured Term Loan B Credit Agreement, dated as of May 15, 2024 (as may be amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), pursuant to which the Lenders have agreed to extend credit facilities to the Borrower and the Co-Borrower in an aggregate principal amount of Nine Hundred Fifty Million Dollars ($950,000,000);
B. In connection with the Credit Agreement, the Debtor, Ironhaven Holdings Inc., and Pinnacle Trust Company, National Association, as Collateral Agent, have entered into that certain Pledge and Security Agreement, dated as of June 3, 2024 (as may be amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the "Security Agreement"), pursuant to which the Debtor has granted to the Collateral Agent, for the benefit of the Secured Parties (as defined in the Credit Agreement), a first-priority security interest in, among other things, all deposit accounts of the Debtor, whether now existing or hereafter acquired, and all funds on deposit therein and all proceeds thereof;
C. The Debtor maintains one or more deposit accounts with the Depositary Bank, including the Account (as defined herein), and the Parties wish to enter into this Agreement in order to perfect the Collateral Agent's security interest in the Account by "control" within the meaning of Section 9-104 of the Uniform Commercial Code as in effect in the State of New York (the "UCC"), and to establish the rights and obligations of the Parties with respect to the Account;
D. The Depositary Bank is also acting in its capacity as Administrative Agent under the Credit Agreement, and the Parties acknowledge and agree that this Agreement is entered into by the Depositary Bank solely in its separate and distinct capacity as a depositary institution maintaining the Account, and not in its capacity as Administrative Agent under the Credit Agreement. Nothing in this Agreement shall be construed to impose upon the Depositary Bank any obligations or duties in its capacity as Administrative Agent, and the rights and obligations of the Depositary Bank hereunder are solely those of a depositary bank holding the Account; and
E. Pinnacle Trust Company, National Association has been appointed as Collateral Agent for the benefit of the Secured Parties under the Credit Agreement pursuant to that certain Collateral Agent Appointment Agreement, dated as of June 3, 2024 (the "Collateral Agent Appointment Agreement"), among the Borrower, the Administrative Agent, and the Collateral Agent, and has been duly authorized to execute and deliver this Agreement and to exercise the rights and remedies of the Collateral Agent hereunder.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
SECTION 1. DEFINITIONS
As used in this Agreement, the following terms shall have the following meanings:
"Account" means the specific deposit account maintained by the Debtor at the Depositary Bank, identified as follows:
Account Name: Ironhaven Data Centers LLC — Operating Account
Account Number: XXXX-XXXX-8741
ABA Routing Number: XXXX-6023
Type: Demand deposit / commercial checking account
Branch: Crescent Harbor Bank, N.A., Charlotte Corporate Banking Division
together with all funds now or hereafter on deposit therein, all interest and other earnings thereon, and all proceeds thereof.
"Activation Notice" means a written notice delivered by the Secured Party to the Depositary Bank, substantially in the form attached hereto as Exhibit A, instructing the Depositary Bank to comply exclusively with instructions originated by the Secured Party with respect to the Account, without further consent of the Debtor, in accordance with Section 4.4 of this Agreement.
"Bank Charges" has the meaning set forth in Section 5.1 of this Agreement.
"Credit Agreement" has the meaning set forth in Recital A.
"Collateral Agent Appointment Agreement" has the meaning set forth in Recital E.
"Entitlement Order" has the meaning set forth in Section 8-102(a)(8) of the UCC.
"Event of Default" means an "Event of Default" as defined in the Credit Agreement.
"Lien" means any mortgage, pledge, hypothecation, assignment, security interest, encumbrance, lien (statutory or otherwise), charge, or preference of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, and any lease in the nature of any of the foregoing).
"Obligations" means the "Obligations" as defined in the Security Agreement, including, without limitation, all obligations of the Loan Parties (as defined in the Credit Agreement) under the Credit Agreement, the notes issued thereunder, and all other Loan Documents (as defined in the Credit Agreement), whether for principal, interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership, or other similar proceeding, regardless of whether allowed or allowable in such proceeding), fees, expenses, indemnification, or otherwise.
"Permitted Investments" means investments permitted under Section 7.06 of the Credit Agreement.
"Person" means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, governmental authority, or other entity.
"Security Agreement" has the meaning set forth in Recital B.
"Termination Notice" means a written notice delivered by the Secured Party to the Depositary Bank, substantially in the form attached hereto as Exhibit B, notifying the Depositary Bank that this Agreement is terminated.
"UCC" means the Uniform Commercial Code as in effect from time to time in the State of New York.
Unless otherwise defined herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in the Credit Agreement.
SECTION 2. THE ACCOUNT
The Depositary Bank hereby confirms that the Account described in Section 1 has been established and is currently maintained on the books and records of the Depositary Bank. The Depositary Bank shall maintain the Account throughout the term of this Agreement in accordance with its standard terms and conditions for deposit accounts of the type described herein, except as expressly modified by the terms of this Agreement.
SECTION 3. CONTROL
3.1 Establishment and Maintenance of Account. The Depositary Bank hereby confirms and agrees that:
(a) the Account has been duly established and is maintained in the name of the Debtor on the books and records of the Depositary Bank at the branch identified in Section 1;
(b) the Account is a "deposit account" within the meaning of Section 9-102(a)(29) of the UCC;
(c) the Depositary Bank is a "bank" within the meaning of Section 9-102(a)(8) of the UCC with respect to the Account; and
(d) the Depositary Bank maintains the Account in the ordinary course of its banking business and has assigned the Account the account number and routing number set forth in Section 1.
3.2 Control by Secured Party. The Depositary Bank hereby agrees that it will comply with instructions originated by the Secured Party directing the disposition of funds in the Account without further consent of the Debtor. The Depositary Bank acknowledges that this provision is intended to, and does, grant the Secured Party "control" of the Account within the meaning of Section 9-104(a)(2) of the UCC. The Depositary Bank shall not require the Secured Party to provide any evidence or certification of the occurrence of an Event of Default or any other condition precedent as a condition to the Depositary Bank's compliance with any instruction originated by the Secured Party pursuant to this Section 3.2. Instructions from the Secured Party may include, without limitation, instructions to transfer funds from the Account to any account designated by the Secured Party, to pay funds to any Person designated by the Secured Party, or to hold funds in the Account pending further instruction.
3.3 Debtor's Rights Prior to Activation. Unless and until the Depositary Bank receives an Activation Notice from the Secured Party in accordance with Section 3.4 of this Agreement, the Debtor shall be entitled to issue instructions to the Depositary Bank with respect to the Account and to withdraw, transfer, and otherwise direct the disposition of funds in the Account in the ordinary course of its business, subject in all respects to the terms and conditions of the Credit Agreement, the Security Agreement, and any other applicable Loan Documents. The Debtor's rights under this Section 3.3 shall be exercised in accordance with the Depositary Bank's standard operating procedures for the Account, including all customary authentication and verification procedures. Nothing in this Section 3.3 shall limit the Secured Party's right to issue instructions with respect to the Account at any time, or the Depositary Bank's obligation to comply with such instructions in accordance with Section 3.2.
3.4 Effect of Activation Notice. Upon receipt by the Depositary Bank of an Activation Notice from the Secured Party:
(a) the Depositary Bank shall immediately and without further inquiry cease to comply with any and all instructions originated by or on behalf of the Debtor regarding the disposition of funds in the Account;
(b) the Depositary Bank shall comply solely and exclusively with instructions originated by the Secured Party (or any Person designated by the Secured Party in writing) regarding the disposition of funds in the Account, including instructions to transfer, withdraw, or apply funds in the Account as directed by the Secured Party;
(c) the Depositary Bank shall not permit the Debtor, or any Person acting on behalf of the Debtor, to withdraw, transfer, or otherwise dispose of any funds in the Account without the prior written consent of the Secured Party; and
(d) the Depositary Bank shall promptly confirm receipt of the Activation Notice to the Secured Party in writing (which may be by email to the address set forth in Section 14).
The Depositary Bank shall not be required to verify or confirm that an Event of Default has occurred or is continuing under the Credit Agreement, or that any other condition or event has occurred, before complying with an Activation Notice. The Depositary Bank shall be entitled to rely conclusively on any Activation Notice that appears on its face to be duly executed by an authorized officer of the Secured Party.
3.5 Form and Delivery of Activation Notice. The Activation Notice shall be substantially in the form of Exhibit A attached hereto, signed by an authorized officer of the Secured Party, and may be delivered to the Depositary Bank by any of the following methods:
(a) hand delivery;
(b) nationally recognized overnight courier service (such as Sundial Data Systems or UPS);
(c) United States mail, postage prepaid, certified or registered, return receipt requested; or
(d) electronic mail (with PDF attachment of the signed Activation Notice) to the Depositary Bank at the email address set forth in Section 14 (Notices).
An Activation Notice shall be deemed effective upon receipt by the Depositary Bank at the address or email address set forth in Section 14, regardless of the method of delivery. If delivered by electronic mail, the Activation Notice shall be effective upon transmission, provided that the Secured Party shall use commercially reasonable efforts to confirm receipt with the Depositary Bank by telephone within two (2) Business Days following transmission. The Depositary Bank shall be entitled to rely on an Activation Notice delivered by electronic mail pending receipt of the original or a hard copy thereof.
SECTION 4. PRIORITY AND SUBORDINATION
4.1 Subordination of Bank's Rights. The Depositary Bank hereby acknowledges that the Debtor has granted a first-priority security interest in the Account and all funds on deposit therein to the Secured Party pursuant to the Security Agreement. The Depositary Bank hereby subordinates, and agrees not to assert, any Lien, security interest, right of setoff, right of recoupment, banker's lien, or other claim that the Depositary Bank may now or hereafter have in, to, or against the Account or the funds on deposit therein to the first-priority Lien of the Secured Party, except for the Depositary Bank's right to charge the Account for the following items (collectively, "Bank Charges"):
(a) the Depositary Bank's customary and standard fees and charges for establishing, maintaining, and administering the Account, as set forth in the Depositary Bank's published fee schedule as in effect from time to time, or as otherwise agreed in writing between the Depositary Bank and the Debtor;
(b) the amount of any checks, drafts, or other items deposited in the Account that are returned unpaid or are otherwise dishonored, together with any associated returned item fees or charges; and
(c) any overdraft or negative balance in the Account that has been incurred in the ordinary course of the Depositary Bank's standard operating procedures, including any overdraft arising from the processing of automated clearing house (ACH) transactions, wire transfers, or other payment orders initiated by the Debtor prior to the Depositary Bank's receipt of an Activation Notice.
For the avoidance of doubt, the Depositary Bank's right to debit the Account for Bank Charges shall be senior in priority to the Secured Party's Lien in the Account, but only to the extent of the amount of such Bank Charges.
4.2 No Other Claims. The Depositary Bank represents and warrants that, as of the date hereof, it does not know of, and has not received written notice of, any claim to or interest in the Account, other than the claims and interests of the Debtor (as the account holder) and the Secured Party (pursuant to the Security Agreement and this Agreement). The Depositary Bank agrees that, except as otherwise provided in Section 4.1, it will not assert any Lien, security interest, right of setoff, or other claim against the Account or the funds on deposit therein, whether arising by operation of law, by contract, or otherwise.
4.3 No Other Control Agreements. The Depositary Bank will not enter into any other agreement with any third party (other than the Secured Party) pursuant to which the Depositary Bank agrees to comply with instructions from such third party with respect to the Account, or pursuant to which the Depositary Bank grants any third party "control" (within the meaning of UCC Section 9-104) of the Account, without the prior written consent of the Secured Party. The Depositary Bank represents and warrants that, as of the date hereof, no such agreement with any third party is in effect with respect to the Account.
SECTION 5. DEPOSITARY BANK'S OBLIGATIONS
5.1 Account Maintenance. The Depositary Bank shall maintain the Account in accordance with its standard terms and conditions for deposit accounts of the type described herein, except to the extent that such standard terms and conditions are inconsistent with the express provisions of this Agreement, in which case the provisions of this Agreement shall control.
5.2 Account Statements. The Depositary Bank shall provide the Secured Party with copies of all periodic account statements for the Account, with the same frequency and containing the same level of detail as account statements provided to the Debtor with respect to the Account. Account statements shall be provided to the Secured Party no less frequently than monthly and shall include, at a minimum, the opening and closing balance for the statement period, a listing of all deposits and credits to the Account, a listing of all withdrawals, debits, and charges to the Account, and the daily ledger balance for each Business Day during the statement period. Account statements may be delivered to the Secured Party by United States mail or by electronic mail (in PDF format) to the address set forth in Section 14.
5.3 Notices to Secured Party. The Depositary Bank shall promptly (and in any event within two (2) Business Days) notify the Secured Party in writing if:
(a) any writ of attachment, garnishment, execution, levy, or similar legal process is served upon the Depositary Bank with respect to the Account or the funds on deposit therein;
(b) the Depositary Bank becomes aware that any Person (other than the Secured Party or the Debtor) claims an interest in the Account or the funds on deposit therein, including any claim of a governmental authority, taxing authority, judgment creditor, or other third party;
(c) the Account is closed, whether voluntarily or involuntarily, or the account number is changed for any reason;
(d) the Depositary Bank intends to exercise any right of setoff, recoupment, or similar right against the Account (other than for Bank Charges as permitted hereunder); or
(e) the Depositary Bank receives any instruction or direction from the Debtor (or any Person claiming to act on behalf of the Debtor) that the Depositary Bank reasonably believes to be inconsistent with the terms of this Agreement.
5.4 Changes to Account. The Depositary Bank shall not change the name, account number, or type of the Account, or transfer the Account to a different branch or office of the Depositary Bank, without at least fifteen (15) Business Days' prior written notice to the Secured Party and the Debtor. Any such change shall not affect the validity or enforceability of this Agreement, and references to the Account herein shall be deemed to refer to the Account as so changed.
5.5 Account Closure. The Depositary Bank shall not permit the Account to be closed without the prior written consent of the Secured Party, except that the Depositary Bank may close the Account without the Secured Party's consent if (i) the balance of the Account is zero, (ii) the Depositary Bank has received a Termination Notice from the Secured Party, and (iii) no further Obligations remain outstanding under the Credit Agreement. In the event the Depositary Bank determines that applicable law or regulation requires the closure of the Account, the Depositary Bank shall provide the Secured Party with at least thirty (30) days' prior written notice and shall cooperate with the Secured Party and the Debtor to establish a replacement account subject to a deposit account control agreement on substantially the same terms as this Agreement.
SECTION 6. REPRESENTATIONS AND WARRANTIES
6.1 Representations and Warranties of Debtor. The Debtor hereby represents and warrants to the Secured Party and the Depositary Bank as of the date hereof as follows:
(a) The Account identified in Section 1 has been duly established and is maintained at the Depositary Bank, and the Account contains the funds described in the most recent account statement provided to the Debtor.
(b) The Debtor has not assigned or granted, and will not assign or grant, any Lien on the Account or the funds on deposit therein, other than the first-priority security interest in favor of the Secured Party granted pursuant to the Security Agreement.
(c) The execution, delivery, and performance of this Agreement by the Debtor has been duly authorized by all necessary limited liability company action on the part of the Debtor, and this Agreement constitutes the legal, valid, and binding obligation of the Debtor, enforceable against the Debtor 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.
(d) The Debtor's exact legal name as shown on the public records of the Secretary of State of the State of Delaware is "Ironhaven Data Centers LLC," and the Debtor has not changed its legal name, jurisdiction of organization, or organizational identification number within the past five (5) years.
(e) The Debtor's Employer Identification Number (EIN) is 84-3291057.
(f) The execution and delivery of this Agreement by the Debtor does not and will not (i) violate any provision of the Debtor's certificate of formation or limited liability company agreement, (ii) violate any applicable law, rule, or regulation, or (iii) result in the creation or imposition of any Lien on the Account (other than the Lien in favor of the Secured Party).
6.2 Representations and Warranties of Depositary Bank. The Depositary Bank hereby represents and warrants to the Secured Party and the Debtor as of the date hereof as follows:
(a) The Account is a demand deposit account in the name of the Debtor, duly established and maintained on the books and records of the Depositary Bank at the branch identified in Section 1.
(b) The Depositary Bank has not received written notice of, and does not have actual knowledge of, any Lien, security interest, claim, or encumbrance with respect to the Account or the funds on deposit therein, other than (i) the security interest of the Secured Party as described herein and (ii) the Depositary Bank's rights with respect to Bank Charges as set forth in Section 4.1.
(c) The Account is not a "securities account" within the meaning of Section 8-501 of the UCC and is not a "commodity account" within the meaning of Section 9-102(a)(14) of the UCC.
(d) For purposes of Section 9-304 of the UCC, the bank's jurisdiction (within the meaning of Section 9-304(b) of the UCC) with respect to the Account is the State of New York.
(e) The Depositary Bank is a national banking association duly organized, validly existing, and in good standing under the laws of the United States, and has full power and authority to execute, deliver, and perform its obligations under this Agreement.
(f) The Depositary Bank has not entered into any other deposit account control agreement, blocked account agreement, or similar agreement with any third party with respect to the Account.
6.3 Representations and Warranties of Secured Party. The Secured Party hereby represents and warrants to the Debtor and the Depositary Bank as of the date hereof as follows:
(a) The Secured Party has been duly appointed as Collateral Agent under the Collateral Agent Appointment Agreement and has full power and authority to enter into this Agreement and to exercise the rights and perform the obligations of the Secured Party hereunder for the benefit of the Secured Parties under the Credit Agreement.
(b) The execution, delivery, and performance of this Agreement by the Secured Party has been duly authorized by all necessary corporate or trust action on the part of the Secured Party, and this Agreement constitutes the legal, valid, and binding obligation of the Secured Party, enforceable against the Secured Party 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.
SECTION 7. DEBTOR COVENANTS
7.1 No Closure or New Accounts. The Debtor shall not close the Account or open any new deposit account at the Depositary Bank or at any other depositary bank or financial institution without simultaneously delivering (or causing to be delivered) a deposit account control agreement in favor of the Secured Party with respect to such new account, in form and substance reasonably satisfactory to the Secured Party, as required under the Security Agreement and the Credit Agreement. The Debtor acknowledges that the failure to deliver a deposit account control agreement with respect to any such new account may constitute an Event of Default under the Credit Agreement.
7.2 Maintenance of Account. The Debtor shall maintain the Account at all times during the term of this Agreement and shall not permit the Account to be suspended, restricted, or otherwise rendered inactive, except as required by applicable law or regulation.
7.3 No Additional Liens. The Debtor shall not grant, create, or permit to exist any Lien on the Account or the funds on deposit therein, other than the first-priority Lien in favor of the Secured Party pursuant to the Security Agreement and this Agreement.
7.4 Notice of Changes. The Debtor shall provide the Secured Party with prompt written notice (and in any event within five (5) Business Days) of any change in the Debtor's legal name, jurisdiction of organization, organizational identification number, Employer Identification Number, or principal place of business, and shall take all actions necessary to maintain the perfection and priority of the Secured Party's security interest in the Account following any such change, including the filing of any amended UCC financing statements.
7.5 Compliance with Credit Agreement. The Debtor shall comply with all covenants and obligations set forth in the Credit Agreement, the Security Agreement, and the other Loan Documents relating to the Account, including any applicable cash management provisions, sweep arrangements, or reporting obligations.
SECTION 8. DEPOSITARY BANK PROTECTIONS AND EXCULPATION
8.1 No Duty to Inquire. The Depositary Bank shall have no duty or obligation to inquire into or investigate the validity, enforceability, perfection, or priority of the Secured Party's security interest in the Account. The Depositary Bank shall have no responsibility for, and shall incur no liability in connection with, any failure of the Secured Party's security interest in the Account to be properly perfected, to have the priority intended by the Parties, or to be enforceable against any third party.
8.2 Limitation of Liability. The Depositary Bank shall not be liable for:
(a) complying in good faith with instructions originated by the Secured Party in accordance with the terms of this Agreement, whether or not an Event of Default has in fact occurred under the Credit Agreement;
(b) any loss, damage, cost, or expense arising from or related to the Depositary Bank's compliance with an Activation Notice, including any loss or damage to the Debtor arising from the Depositary Bank's refusal to comply with the Debtor's instructions following receipt of an Activation Notice;
(c) any claim by the Debtor, any Lender, or any other Person arising out of or in connection with the Depositary Bank's compliance with instructions of the Secured Party after receipt of an Activation Notice;
(d) the adequacy, validity, or enforceability of any Activation Notice, Termination Notice, or other communication received by the Depositary Bank from the Secured Party; or
(e) any indirect, special, consequential, or punitive damages of any kind, regardless of the form of action and whether or not such damages were foreseeable.
8.3 No Obligation to Verify Events of Default. The Depositary Bank shall not be required or expected to determine, investigate, or verify whether any Event of Default has occurred or is continuing under the Credit Agreement, the Security Agreement, or any other Loan Document prior to acting on an Activation Notice or any other instruction from the Secured Party. The Depositary Bank shall have no liability to the Debtor or any other Person for acting on an Activation Notice or any other instruction from the Secured Party in good faith, regardless of whether an Event of Default has in fact occurred.
8.4 Reliance on Communications. The Depositary Bank may rely upon any communication, notice, instruction, certificate, statement, instrument, or other document believed by it in good faith to be genuine, correct, and duly authorized, and to have been signed, sent, or presented by the proper Person or Persons. The Depositary Bank may rely upon the signatures appearing on any Activation Notice, Termination Notice, or other instruction as being the genuine signatures of the Persons purporting to have signed the same, without independent verification.
8.5 Legal Compliance. Notwithstanding any other provision of this Agreement, the Depositary Bank may refuse to comply with any instruction (whether from the Debtor or the Secured Party) if the Depositary Bank reasonably determines that compliance with such instruction would violate any applicable law, rule, regulation, or court order (including any requirements under the Bank Secrecy Act, the USA PATRIOT Act, or any regulations administered by the Office of Foreign Assets Control). The Depositary Bank shall promptly notify the Secured Party and the Debtor of any such refusal and the reasons therefor.
SECTION 9. INDEMNIFICATION
9.1 Indemnification by Debtor. The Debtor shall indemnify, defend, and hold harmless the Depositary Bank and its officers, directors, employees, agents, and affiliates (each, an "Indemnified Bank Party") from and against any and all losses, claims, damages, liabilities, penalties, costs, and expenses (including reasonable fees and disbursements of counsel) (collectively, "Losses") arising out of, resulting from, or in connection with this Agreement or the Depositary Bank's performance of its obligations hereunder, including, without limitation, Losses arising from (a) any breach by the Debtor of its representations, warranties, or covenants under this Agreement, (b) the Depositary Bank's compliance with any Activation Notice or instruction from the Secured Party, (c) any dispute between the Debtor and the Secured Party regarding the Account or the funds on deposit therein, or (d) any third-party claims relating to the Account; provided, however, that the Debtor shall not be required to indemnify any Indemnified Bank Party for any Losses to the extent that a court of competent jurisdiction determines in a final, non-appealable judgment that such Losses resulted directly from the gross negligence or willful misconduct of such Indemnified Bank Party.
9.2 Limitation of Secured Party's Liability. The Secured Party's liability under this Agreement, if any, shall be limited to acts or omissions constituting its own gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final, non-appealable judgment. In no event shall the Secured Party be liable for any indirect, special, consequential, or punitive damages arising out of or in connection with this Agreement.
9.3 Survival. The indemnification obligations set forth in this Section 9 shall survive the termination of this Agreement and the closing of the Account.
SECTION 10. TERMINATION
10.1 Termination Events. This Agreement shall terminate upon the earliest to occur of:
(a) the Depositary Bank's receipt of a Termination Notice from the Secured Party, substantially in the form of Exhibit B attached hereto, stating that this Agreement is terminated;
(b) the date on which all Obligations under the Credit Agreement have been irrevocably paid and satisfied in full in cash, all commitments of the Lenders under the Credit Agreement have been terminated, and all letters of credit issued under the Credit Agreement (if any) have expired or been cash collateralized; and
(c) the closing of the Account in accordance with Section 5.5 of this Agreement.
10.2 Effect of Termination. Upon termination of this Agreement:
(a) the Depositary Bank shall have no further obligation to comply with instructions of the Secured Party with respect to the Account;
(b) the Debtor's right to issue instructions with respect to the Account shall be fully restored (to the extent the Account remains open), subject to the Depositary Bank's standard terms and conditions for the Account;
(c) the Secured Party's security interest in the Account perfected by this Agreement shall cease, without prejudice to any other method of perfection that may then be in effect; and
(d) the Depositary Bank shall, at the written direction of the Secured Party, transfer or release any remaining funds in the Account to the Debtor or as otherwise directed by the Secured Party in the Termination Notice.
10.3 Survival of Certain Provisions. Notwithstanding the termination of this Agreement, the provisions of Section 8 (Depositary Bank Protections and Exculpation), Section 9 (Indemnification), Section 14 (Governing Law; Jurisdiction), and this Section 10.3 shall survive the termination of this Agreement and the closing of the Account.
SECTION 11. CONFLICT WITH OTHER AGREEMENTS
11.1 Supremacy of This Agreement. In the event of any conflict or inconsistency between the terms and conditions of this Agreement and the terms and conditions of any other agreement between the Debtor and the Depositary Bank relating to the Account (including, without limitation, the Depositary Bank's standard deposit account terms and conditions, any account agreement, treasury management services agreement, online banking agreement, or cash management agreement), the terms and conditions of this Agreement shall govern and control to the extent of such conflict or inconsistency.
11.2 Supersession. This Agreement supersedes any and all prior agreements, understandings, and arrangements among the Parties concerning the subject matter hereof. To the extent that any prior agreement between the Debtor and the Depositary Bank grants the Depositary Bank rights with respect to the Account that are inconsistent with the terms of this Agreement, such prior agreement is hereby amended and modified to the extent necessary to give full effect to this Agreement.
SECTION 12. AMENDMENTS; WAIVERS
12.1 Amendments. This Agreement may not be amended, modified, supplemented, or restated except by a written instrument duly executed by all three Parties (the Debtor, the Depositary Bank, and the Secured Party). No oral modification or amendment of this Agreement shall be effective for any purpose.
12.2 Waivers. No failure or delay on the part of the Secured Party or any other Party in exercising any right, power, or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom such waiver is sought to be enforced.
SECTION 13. NOTICES
All notices, requests, demands, consents, instructions, and other communications under this Agreement shall be in writing and shall be delivered (a) by hand, (b) by nationally recognized overnight courier service, (c) by United States mail, postage prepaid, certified or registered, return receipt requested, or (d) by electronic mail (with PDF attachment) to the Parties at the following addresses (or to such other address as a Party may designate by written notice to the other Parties in accordance with this Section 13):
If to the Debtor:
Ironhaven Data Centers LLC 4500 Dominion Ridge Boulevard, Suite 300 Ashburn, Virginia 20147
Attention: Natasha Greenfeld, VP, Treasury & Capital Markets
Email: ngreenfeld@ironhavendc.com
with a copy to:
Jonathan Pryce-Williams, General Counsel & Secretary Ironhaven Data Centers LLC 4500 Dominion Ridge Boulevard, Suite 300 Ashburn, Virginia 20147
Email: jprycewilliams@ironhavendc.com
with a copy to:
Calderwood & Harkness LLP 125 Broad Street New York, New York 10004
Attention: Daniel Obi
Email: daniel.obi@calderwoodharkness.com
If to the Depositary Bank:
Crescent Harbor Bank, National Association 1200 Harbor Point Drive Charlotte, North Carolina 28202
Attention: Thomas Beckett, Vice President, Loan Operations & Agency Services
Email: thomas.beckett@crescentharbor.com
If to the Secured Party:
Pinnacle Trust Company, National Association 101 Constitution Avenue NW Washington, D.C. 20001
Attention: William Hargrove, Senior Vice President, Corporate Trust
Email: william.hargrove@pinnacletrust.com
Notices shall be deemed delivered and effective (i) if delivered by hand, upon delivery, (ii) if sent by nationally recognized overnight courier, on the next Business Day following the date of deposit with such courier, (iii) if sent by certified or registered mail, on the third (3rd) Business Day following the date of mailing, and (iv) if sent by electronic mail, upon transmission (provided that no automated "bounce back" or delivery failure notification is received by the sender within twenty-four (24) hours of transmission).
SECTION 14. GOVERNING LAW; JURISDICTION
14.1 Governing Law. This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York (without regard to the conflicts of law principles thereof, other than Section 5-1401 of the New York General Obligations Law, which shall apply).
14.2 Bank's Jurisdiction. For purposes of Section 9-304 of the UCC, the Depositary Bank's jurisdiction (i.e., the jurisdiction whose law governs the perfection, the effect of perfection or non-perfection, and the priority of a security interest in the Account) is the State of New York. The Depositary Bank agrees not to change its jurisdiction (within the meaning of Section 9-304(b) of the UCC) with respect to the Account without at least thirty (30) days' prior written notice to the Secured Party.
14.3 Submission to Jurisdiction. Each Party hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the courts of the State of New York sitting in the Borough of Manhattan, City of New York, and of the United States District Court for the Southern District of New York, in any action or proceeding arising out of or relating to this Agreement. Each Party hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any such action or proceeding in any such court, and any claim that any such action or proceeding brought in any such court has been brought in an inconvenient forum.
14.4 Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
SECTION 15. MISCELLANEOUS
15.1 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile, portable document format (.pdf), or other electronic imaging means shall be effective as delivery of a manually executed counterpart. The words "execution," "execute," "signed," "signature," and words of like import in or related to this Agreement shall be deemed to include electronic signatures, deliveries, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity, or enforceability as a manually executed signature, physical delivery thereof, or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, and any other similar state laws based on the Uniform Electronic Transactions Act.
15.2 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and assigns; provided, however, that:
(a) the Debtor may not assign its rights or obligations under this Agreement without the prior written consent of the Secured Party and the Depositary Bank;
(b) the Secured Party may assign its rights and obligations under this Agreement to a successor Collateral Agent appointed in accordance with the terms of the Credit Agreement and the Collateral Agent Appointment Agreement, and upon such assignment, the successor Collateral Agent shall succeed to all of the rights of the Secured Party hereunder; and
(c) in the event that the Depositary Bank merges with or is acquired by another financial institution, or transfers substantially all of its deposit account business to another entity, this Agreement shall be binding upon such successor institution with respect to the Account.
15.3 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party.
15.4 Entire Agreement. This Agreement, together with the Credit Agreement, the Security Agreement, and the other Loan Documents, constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior agreements, negotiations, representations, and understandings of the Parties with respect thereto.
15.5 Headings. Section headings and captions used in this Agreement are inserted for convenience of reference only and shall not affect the meaning, interpretation, or construction of this Agreement.
15.6 Relationship to Credit Agreement and Security Agreement. Nothing in this Agreement shall be deemed to limit, modify, or otherwise affect the rights of the Secured Party, the Administrative Agent, or the Lenders under the Credit Agreement, the Security Agreement, or any other Loan Document. This Agreement is entered into in addition to, and not in limitation or substitution of, any rights and remedies available to the Secured Party under the Credit Agreement, the Security Agreement, the UCC, or applicable law. Defined terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
15.7 No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to confer upon any Person other than the Parties and their respective successors and permitted assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement; provided, however, that the Lenders under the Credit Agreement are intended third-party beneficiaries of the Secured Party's rights hereunder (acting through the Collateral Agent as their representative).
[Signature Pages Follow]
IN WITNESS WHEREOF, the Parties have caused this Deposit Account Control Agreement (Operating Account) to be duly executed and delivered by their respective authorized officers as of the date first written above.
IRONHAVEN DATA CENTERS LLC, a Delaware limited liability company
By: ________
Name: Rebecca Sung
Title: Chief Financial Officer
Date: June 3, 2024
CRESCENT HARBOR BANK, NATIONAL ASSOCIATION, as Depositary Bank
By: ________
Name: Thomas Beckett
Title: Vice President, Loan Operations & Agency Services
Date: June 3, 2024
PINNACLE TRUST COMPANY, NATIONAL ASSOCIATION, as Secured Party / Collateral Agent
By: ________
Name: William Hargrove
Title: Senior Vice President, Corporate Trust
Date: June 3, 2024
EXHIBIT A
FORM OF ACTIVATION NOTICE
(Operating Account)
[Date]
Crescent Harbor Bank, National Association 1200 Harbor Point Drive Charlotte, North Carolina 28202
Attention: Thomas Beckett, Vice President, Loan Operations & Agency Services
Re: Deposit Account Control Agreement (Operating Account) dated as of June 3, 2024 (the "DACA") — Ironhaven Data Centers LLC — Account No. XXXX-XXXX-8741
Ladies and Gentlemen:
Reference is made to the Deposit Account Control Agreement (Operating Account), dated as of June 3, 2024 (the "DACA"), among Ironhaven Data Centers LLC, a Delaware limited liability company (the "Debtor"), Crescent Harbor Bank, National Association (the "Depositary Bank"), and Pinnacle Trust Company, National Association, as Secured Party and Collateral Agent (the "Secured Party"). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the DACA.
Pursuant to Section 3.4 of the DACA, the undersigned, as Secured Party, hereby notifies and directs the Depositary Bank as follows:
1.  Effective immediately upon receipt of this Activation Notice, the Depositary Bank shall cease complying with any and all instructions originated by or on behalf of the Debtor regarding the disposition of funds in the Account (Account No. XXXX-XXXX-8741).
2.  Effective immediately upon receipt of this Activation Notice, the Depositary Bank shall comply solely and exclusively with instructions originated by the Secured Party (or any Person designated by the Secured Party in writing) regarding the disposition of all funds in the Account.
3.  The Depositary Bank shall not permit the Debtor, or any Person acting on behalf of the Debtor, to withdraw, transfer, or otherwise dispose of any funds in the Account without the prior written consent of the Secured Party.
Please confirm receipt of this Activation Notice by providing written confirmation (which may be by email) to the Secured Party at the address set forth in Section 13 of the DACA.
PINNACLE TRUST COMPANY, NATIONAL ASSOCIATION, as Secured Party / Collateral Agent
By: ________
Name: ________
Title: ________
Date: ________
EXHIBIT B
FORM OF TERMINATION NOTICE
(Operating Account)
[Date]
Crescent Harbor Bank, National Association 1200 Harbor Point Drive Charlotte, North Carolina 28202
Attention: Thomas Beckett, Vice President, Loan Operations & Agency Services
Re: Deposit Account Control Agreement (Operating Account) dated as of June 3, 2024 (the "DACA") — Ironhaven Data Centers LLC — Account No. XXXX-XXXX-8741 — Termination
Ladies and Gentlemen:
Reference is made to the Deposit Account Control Agreement (Operating Account), dated as of June 3, 2024 (the "DACA"), among Ironhaven Data Centers LLC, a Delaware limited liability company (the "Debtor"), Crescent Harbor Bank, National Association (the "Depositary Bank"), and Pinnacle Trust Company, National Association, as Secured Party and Collateral Agent (the "Secured Party"). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the DACA.
The Secured Party hereby notifies the Depositary Bank that:
1.  All Obligations under the Credit Agreement (as defined in the DACA) have been irrevocably paid and satisfied in full, and all commitments of the Lenders under the Credit Agreement have been terminated.
2.  The DACA is hereby terminated in its entirety in accordance with Section 10.1(a) of the DACA, effective upon receipt of this Termination Notice by the Depositary Bank.
3.  The Depositary Bank is hereby directed to resume exclusive compliance with instructions originated by the Debtor with respect to the Account.
4.  Any remaining funds in the Account shall be released to the Debtor or disbursed in accordance with the Debtor's instructions.
5.  The Secured Party hereby releases and relinquishes any and all rights to control the Account pursuant to the DACA.
This Termination Notice is irrevocable. Following receipt of this Termination Notice, the Depositary Bank shall have no further obligation to comply with instructions from the Secured Party with respect to the Account.
PINNACLE TRUST COMPANY, NATIONAL ASSOCIATION, as Secured Party / Collateral Agent
By: ________
Name: ________
Title: ________
Date: ________
DEPOSIT ACCOUNT CONTROL AGREEMENT
(RESERVE ACCOUNT)
dated as of
June 3, 2024
among
IRONHAVEN DATA CENTERS LLC as Debtor
CRESCENT HARBOR BANK, NATIONAL ASSOCIATION as Depositary Bank
and
PINNACLE TRUST COMPANY, NATIONAL ASSOCIATION as Secured Party / Collateral Agent
DEPOSIT ACCOUNT CONTROL AGREEMENT (RESERVE ACCOUNT)
THIS DEPOSIT ACCOUNT CONTROL AGREEMENT (RESERVE ACCOUNT) (this "Agreement") is made and entered into as of June 3, 2024, by and among:
(1) IRONHAVEN DATA CENTERS LLC, a Delaware limited liability company (the "Debtor" or the "Customer"), with its principal office at 4500 Dominion Ridge Boulevard, Suite 300, Ashburn, Virginia 20147, Employer Identification Number: 84-3291057;
(2) CRESCENT HARBOR BANK, NATIONAL ASSOCIATION (the "Depositary Bank"), a national banking association organized and existing under the laws of the United States, with its principal office at 1200 Harbor Point Drive, Charlotte, North Carolina 28202; and
(3) PINNACLE TRUST COMPANY, NATIONAL ASSOCIATION (the "Secured Party" or the "Collateral Agent"), a national trust company organized and existing under the laws of the United States, with its principal office at 101 Constitution Avenue NW, Washington, D.C. 20001.
Each of the Debtor, the Depositary Bank, and the Secured Party may be referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS.  WHEREAS:
A. Ironhaven Data Centers LLC (as Borrower), Ironhaven Frankfurt GmbH (as Co-Borrower), Ironhaven Holdings Inc. (as Parent Guarantor), Crescent Harbor Bank, National Association (as Administrative Agent), Pinnacle Trust Company, National Association (as Collateral Agent), and the Lenders from time to time party thereto (the "Lenders") have entered into that certain Senior Secured Term Loan B Credit Agreement, dated as of May 15, 2024 (as may be amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), pursuant to which the Lenders have agreed to extend credit facilities to the Borrower and the Co-Borrower in an aggregate principal amount of Nine Hundred Fifty Million Dollars ($950,000,000);
B. In connection with the Credit Agreement, the Debtor, Ironhaven Holdings Inc., and Pinnacle Trust Company, National Association, as Collateral Agent, have entered into that certain Pledge and Security Agreement, dated as of June 3, 2024 (as may be amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the "Security Agreement"), pursuant to which the Debtor has granted to the Collateral Agent, for the benefit of the Secured Parties (as defined in the Credit Agreement), a first-priority security interest in, among other things, all deposit accounts of the Debtor, whether now existing or hereafter acquired, and all funds on deposit therein and all proceeds thereof;
C. The Debtor maintains one or more deposit accounts with the Depositary Bank, including the Account (as defined herein), and the Parties wish to enter into this Agreement in order to perfect the Collateral Agent's security interest in the Account by "control" within the meaning of Section 9-104 of the Uniform Commercial Code as in effect in the State of New York (the "UCC"), and to establish the rights and obligations of the Parties with respect to the Account;
D. The Depositary Bank is also acting in its capacity as Administrative Agent under the Credit Agreement, and the Parties acknowledge and agree that this Agreement is entered into by the Depositary Bank solely in its separate and distinct capacity as a depositary institution maintaining the Account, and not in its capacity as Administrative Agent under the Credit Agreement. Nothing in this Agreement shall be construed to impose upon the Depositary Bank any obligations or duties in its capacity as Administrative Agent, and the rights and obligations of the Depositary Bank hereunder are solely those of a depositary bank holding the Account;
E. Pinnacle Trust Company, National Association has been appointed as Collateral Agent for the benefit of the Secured Parties under the Credit Agreement pursuant to that certain Collateral Agent Appointment Agreement, dated as of June 3, 2024 (the "Collateral Agent Appointment Agreement"), among the Borrower, the Administrative Agent, and the Collateral Agent, and has been duly authorized to execute and deliver this Agreement and to exercise the rights and remedies of the Collateral Agent hereunder; and
F. The Account is established and maintained as a debt service reserve and construction reserve account in connection with the $950,000,000 Senior Secured Term Loan B under the Credit Agreement, and funds deposited in the Account are restricted in their use and may only be disbursed in accordance with the disbursement, reserve, and cash management provisions set forth in the Credit Agreement and the related Loan Documents.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
SECTION 1. DEFINITIONS
As used in this Agreement, the following terms shall have the following meanings:
"Account" means the specific deposit account maintained by the Debtor at the Depositary Bank, identified as follows:
Account Name: Ironhaven Data Centers LLC — Reserve Account
Account Number: XXXX-XXXX-8756
ABA Routing Number: XXXX-6023
Type: Interest-bearing money market / reserve deposit account
Branch: Crescent Harbor Bank, N.A., Charlotte Corporate Banking Division
together with all funds now or hereafter on deposit therein, all interest and other earnings thereon, and all proceeds thereof. For the avoidance of doubt, the funds in this Account are restricted and may only be disbursed in accordance with the Credit Agreement's disbursement and reserve provisions. The Debtor's rights to direct the disposition of funds in the Account prior to receipt of an Activation Notice by the Depositary Bank are limited as set forth in Section 3.3 of this Agreement.
"Activation Notice" means a written notice delivered by the Secured Party to the Depositary Bank, substantially in the form attached hereto as Exhibit A, instructing the Depositary Bank to comply exclusively with instructions originated by the Secured Party with respect to the Account, without further consent of the Debtor, in accordance with Section 3.4 of this Agreement.
"Bank C