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FIRST LIEN / SUPER-SENIOR INTERCREDITOR AGREEMENT

Dated as of May 15, 2024

Among

IRONHAVEN DATA CENTERS LLC, a Delaware limited liability company, as Borrower,

IRONHAVEN FRANKFURT GmbH, a German Gesellschaft mit beschränkter Haftung, as Co-Borrower,

IRONHAVEN HOLDINGS INC., a Delaware corporation, as Parent Guarantor,

CRESCENT HARBOR BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent and Collateral Agent under the Revolving Credit Agreement, as Revolver Agent,

CRESCENT HARBOR BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent under the Term Loan Credit Agreement, as Term Loan Agent,

PINNACLE TRUST COMPANY, N.A., in its capacity as Collateral Agent under the Term Loan Credit Agreement and as Security Trustee under the German Security Documents, as Term Loan Collateral Agent and Security Trustee,

and

Each additional Authorized Representative from time to time party hereto

RECITALS

WHEREAS (A) the Company, the Co-Borrower, the Parent Guarantor, Crescent Harbor Bank, National Association, in its capacity as Administrative Agent (the "Term Loan Agent"), Pinnacle Trust Company, N.A., in its capacity as Collateral Agent and Security Trustee (the "Term Loan Collateral Agent"), and the Lenders party thereto have entered into that certain Senior Secured Term Loan B Credit Agreement, dated as of May 15, 2024 (as amended, restated, supplemented, or otherwise modified from time to time, the "Term Loan Credit Agreement"), providing for a $950,000,000 senior secured term loan facility (the "Term Loan Facility"), consisting of a $675,000,000 USD Tranche and a €253,571,429 EUR Sub-Tranche (approximately $275,000,000 equivalent at the EUR/USD exchange rate of 1.0846 as of the date hereof), CUSIP: 46283LAA5, with a final maturity date of June 3, 2031;

WHEREAS (B) the Company and Crescent Harbor Bank, National Association, in its capacity as Administrative Agent and Collateral Agent (the "Revolver Agent"), have previously entered into that certain Super-Senior Revolving Credit Agreement, dated as of March 22, 2024 (as amended, restated, supplemented, or otherwise modified from time to time, the "Revolving Credit Agreement" and, together with the Term Loan Credit Agreement, the "Credit Agreements"), providing for a $100,000,000 committed revolving credit facility (the "Revolving Credit Facility"), which is undrawn as of the date hereof;

WHEREAS (C) the obligations under both the Term Loan Facility and the Revolving Credit Facility are secured by liens on substantially all assets of the Company, the Parent Guarantor, and the Co-Borrower (collectively, the "Grantors"), including domestic collateral consisting of real and personal property located in or governed by the laws of the United States, and German-law security interests created through a parallel-debt structure (Sicherheitentreuhandvertrag) administered by Pinnacle Trust Company, N.A., acting through its London branch, as Security Trustee;

WHEREAS (D) the parties hereto desire to set forth their agreement as to the relative priority of their respective liens on the Shared Collateral (as defined herein), the terms governing enforcement of such liens, the application of proceeds derived therefrom, and certain other intercreditor matters, all as more fully set forth herein;

WHEREAS (E) the Revolving Credit Facility is referred to herein as "Super-Senior" in respect of its priority position in the application of proceeds of Shared Collateral, notwithstanding that the Term Loan Facility and the Revolving Credit Facility share first-priority liens on the same collateral, and such Super-Senior status shall be given effect in the manner provided in this Agreement; and

WHEREAS (F) each party hereto has been represented by independent legal counsel in connection with the negotiation and execution of this Agreement; the Term Loan Lenders are represented by Blackthorn & Sundial Software; the Company and the Co-Borrower are represented by Calderwood & Harkness LLP; and German-law matters have been counseled by Wendt Falkenberg Rechtsanwälte PartG mbB.

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I — DEFINITIONS

Section 1.01 — Defined Terms

As used in this Agreement, the following terms shall have the following meanings:

"Additional First Lien Obligations" means any obligations of the Company, the Co-Borrower, or any Grantor that are (a) incurred after the Signing Date, (b) permitted to be incurred under the terms of the Term Loan Credit Agreement and the Revolving Credit Agreement, (c) secured by liens on the Shared Collateral that are pari passu with the liens securing the existing First Lien Obligations, and (d) subject to a joinder to this Agreement executed in accordance with Section 2.06 and Exhibit A hereto.

"Adequate Protection" means adequate protection as that term is used in Sections 361, 362, 363, and 364 of the Bankruptcy Code or any analogous concept under the German Insolvenzordnung (InsO) or any other applicable insolvency law.

"Authorized Representative" means the Revolver Agent, the Term Loan Agent, or any successor to either of the foregoing, or any agent, trustee, or representative appointed under any Additional First Lien Obligations that has acceded to this Agreement in accordance with Section 2.06 hereof.

"Bankruptcy Code" means Title 11 of the United States Code (11 U.S.C. §§ 101 et seq.), as amended from time to time, and any successor statute.

"Change of Control" has the meaning assigned to such term in the Term Loan Credit Agreement, which, as of the Signing Date, means any event or series of events by which Thornfield Capital Partners, LP (or any of its affiliates, including any investment fund or investment vehicle managed, controlled, or advised by Thornfield Capital Partners, LP or Thornfield Capital Management LLC) ceases to hold, directly or indirectly, more than 50% of the total voting equity interests of Ironhaven Holdings Inc.

"Closing Date" means June 3, 2024.

"Co-Borrower" means Ironhaven Frankfurt GmbH, a Gesellschaft mit beschränkter Haftung organized under the laws of the Federal Republic of Germany, registered with the Amtsgericht Frankfurt am Main under registration number HRB 129457, with its registered office at Hanauer Landstraße 188, 60314 Frankfurt am Main, Germany, and its successors and assigns.

"Collateral" or "Shared Collateral" means all assets, property, and rights (whether real, personal, mixed, tangible, or intangible) that are at any time subject to liens securing both the Revolving Credit Obligations and the Term Loan Obligations, including, without limitation:

(a) the fee simple interest in approximately 142 acres of real property located in Loudoun County, Virginia (Tax Parcel Nos. 087-27-1234 and 087-27-1235), together with all improvements, fixtures, and appurtenances thereto;

(b) all fixtures, equipment, machinery, furniture, furnishings, and other tangible personal property located at the Virginia Property or the Frankfurt Property;

(c) all intellectual property owned by any Grantor, including patents, trademarks, service marks, copyrights, trade secrets, and domain names;

(d) all deposit accounts, securities accounts, and investment property of each Grantor;

(e) all accounts receivable, payment intangibles, and general intangibles of each Grantor;

(f) 100% of the membership interests in the Company held by the Parent Guarantor;

(g) 100% of the equity interests (Geschäftsanteile) in Ironhaven Frankfurt GmbH held by the Company;

(h) German-law collateral, consisting of: (i) the Grundschuld over the Frankfurt campus parcel (as recorded in the Grundbuch von Frankfurt am Main-Ost, Blatt 54321, Flur 12, Flurstück 789, comprising approximately 18.7 hectares); (ii) the global assignment of receivables (Globalzession) of all present and future receivables of the Co-Borrower; (iii) the pledge of bank accounts (Kontoverpfändung) of the Co-Borrower held at NordBrücke AG; (iv) the security transfer of movable assets (Sicherungsübereignung) of all movable assets located at the Frankfurt campus; and (v) the share pledge (Anteilsverpfändungsvertrag) over 100% of the shares in Ironhaven Frankfurt GmbH; and

(i) all proceeds (as defined in Article 9 of the Uniform Commercial Code) and products of any of the foregoing.

"Company" means Ironhaven Data Centers LLC, a Delaware limited liability company, EIN 84-3291057, with its principal place of business at 4500 Dominion Ridge Boulevard, Suite 300, Ashburn, Virginia 20147, and its successors and assigns.

"Consolidated Adjusted EBITDA" has the meaning assigned to such term in the Term Loan Credit Agreement.

"Consolidated Total Net Debt" has the meaning assigned to such term in the Term Loan Credit Agreement.

"Controlling Secured Parties" means, with respect to any parcel of Shared Collateral, the Revolving Secured Parties, which, by virtue of the Super-Senior status of the Revolving Credit Obligations as described herein, shall have the exclusive right to direct and control Enforcement Actions with respect to the Shared Collateral, subject to the provisions of Article IV.

"DACA" means a deposit account control agreement.

"DIP Financing" means debtor-in-possession financing obtained or sought to be obtained by any Grantor or any debtor in an Insolvency Proceeding pursuant to Section 364 of the Bankruptcy Code or any analogous provision of applicable insolvency law.

"Deed of Trust" means the deed of trust, assignment of leases and rents, security agreement, and fixture filing encumbering the Virginia Property for the benefit of the Secured Parties, as recorded in the land records of Loudoun County, Virginia.

"Domestic Collateral" means that portion of the Shared Collateral that is located in the United States or that is governed by the laws of any State thereof or the Uniform Commercial Code, including, without limitation, the Virginia Property and all personal property of the Grantors subject to the UCC, and all proceeds thereof.

"Enforcement Action" means any action by any Secured Party (or any Authorized Representative on its behalf) to foreclose upon, realize upon, collect, sell, lease, license, liquidate, or otherwise enforce any lien on, or security interest in, any Shared Collateral, including, without limitation, (a) the commencement or continuation of any judicial or non-judicial foreclosure action, (b) the exercise of any right of set-off, recoupment, or self-help remedy, (c) the sending of any notification of a lien to any account debtor or obligor, (d) the exercise of any remedy under any DACA or other account control agreement, (e) the commencement of any sale under Section 9-610 of the UCC, (f) the commencement of any foreclosure under a deed of trust or mortgage, (g) the enforcement of any Grundschuld through Zwangsvollstreckung or private sale, and (h) the seeking of any relief from the automatic stay (or any analogous stay or moratorium) in any Insolvency Proceeding with respect to Shared Collateral.

"Enforcement Notice" means a written notice delivered by or on behalf of the Non-Controlling Secured Parties to the Revolver Agent (in its capacity as representative of the Controlling Secured Parties) notifying the Controlling Secured Parties of the occurrence and continuance of an Event of Default under the Term Loan Credit Agreement and the Non-Controlling Secured Parties' desire to commence Enforcement Actions with respect to the Shared Collateral.

"EUR Sub-Tranche" means the euro-denominated portion of the Term Loan Facility in the aggregate original principal amount of €253,571,429.

"EURIBOR" means the Euro Interbank Offered Rate, as administered by the European Money Markets Institute (or any successor administrator), as specified in the Term Loan Credit Agreement.

"Event of Default" means, as the context requires, an "Event of Default" as defined in the Term Loan Credit Agreement or an "Event of Default" as defined in the Revolving Credit Agreement.

"Excess Cash Flow" has the meaning assigned to such term in the Term Loan Credit Agreement, and includes the mandatory prepayment mechanism requiring prepayment of 75% of Excess Cash Flow (stepping down to 50% at a Net Leverage Ratio at or below 4.50x and to 25% at a Net Leverage Ratio at or below 3.50x).

"First Lien Obligations" means, collectively, the Revolving Credit Obligations, the Term Loan Obligations, and any Additional First Lien Obligations.

"Frankfurt Property" means the real property located at Hanauer Landstraße 188, 60314 Frankfurt am Main, Germany, as more particularly described in the Grundbuch von Frankfurt am Main-Ost, Blatt 54321, Flur 12, Flurstück 789, comprising approximately 18.7 hectares, together with all improvements, buildings, structures, fixtures, and appurtenances thereto, encumbered by the Grundschuld.

"German Collateral" means that portion of the Shared Collateral that is located in the Federal Republic of Germany or that is governed by the laws of the Federal Republic of Germany, including, without limitation, the Frankfurt Property, and all security interests created under the German Security Documents.

"German Security Documents" means, collectively, (a) the German Parallel Debt and Security Trust Agreement (Sicherheitentreuhandvertrag), (b) the land charge instrument (Grundschuldbestellungsurkunde) relating to the Frankfurt Property, (c) the global assignment of receivables agreement (Globalzession), (d) the bank account pledge agreement (Kontoverpfändung), (e) the security transfer of movable assets agreement (Sicherungsübereignungsvertrag), (f) the share pledge agreement (Anteilsverpfändungsvertrag), and (g) the security purpose declaration (Sicherungszweckerklärung), in each case as amended, restated, supplemented, or otherwise modified from time to time.

"Grantors" means, collectively, the Company, the Parent Guarantor, and the Co-Borrower, and each individually a "Grantor."

"Grundschuld" means the non-accessory land charge (Grundschuld ohne Brief) registered in the land register (Grundbuch) of the Grundbuchamt Frankfurt am Main-Ost, Blatt 54321, Flur 12, Flurstück 789, in favor of the Security Trustee for the benefit of the Secured Parties.

"Insolvency Proceeding" means (a) any case, action, or proceeding before any court or governmental authority relating to bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding-up, or relief of debtors, including any proceeding under the Bankruptcy Code, (b) any proceeding under the German Insolvenzordnung (InsO), including Insolvenzverfahren, Eigenverwaltung, and Schutzschirmverfahren, or (c) any general assignment for the benefit of creditors, composition, marshalling of assets for creditors, or other similar arrangement in any jurisdiction, in each case in respect of any Grantor or any of its debts.

"Insolvenzverwalter" means an insolvency administrator appointed under the German Insolvenzordnung (InsO).

"Major Non-Controlling Secured Party Decision" means any consent, waiver, amendment, modification, or other action with respect to any Shared Collateral or any security document securing the First Lien Obligations that would (a) release all or substantially all of the Shared Collateral (except in connection with a permitted disposition or Enforcement Action), (b) release all or substantially all of the value of the guarantees provided by the Grantors, (c) subordinate the liens on the Shared Collateral to any other liens (other than Permitted Liens), or (d) otherwise materially and adversely affect the rights of the Non-Controlling Secured Parties in a manner disproportionate to the effect on the Controlling Secured Parties.

"Net Leverage Ratio" has the meaning assigned to such term in the Term Loan Credit Agreement. As of the Signing Date, the maximum permitted Net Leverage Ratio is 6.00x, calculated as the ratio of Consolidated Total Net Debt to Consolidated Adjusted EBITDA as of the last day of the most recently ended fiscal quarter for which financial statements have been delivered.

"Non-Controlling Secured Parties" means, with respect to any parcel of Shared Collateral, the Term Loan Secured Parties. For the avoidance of doubt, the Revolving Secured Parties are the Controlling Secured Parties and not Non-Controlling Secured Parties.

"OFAC" means the Office of Foreign Assets Control of the United States Department of the Treasury.

"OID" means the original issue discount of 50 basis points (reflecting an issue price of 99.50% of par) applicable to the Term Loan Facility.

"Paid in Full" means, with respect to any obligations, the indefeasible payment in full in cash of all such obligations (including all principal, interest (including any post-petition interest to the extent allowed), fees, premiums, expenses, indemnification obligations, and other amounts then due and owing) and the termination or expiration of all commitments to extend credit thereunder, and, in the case of the Revolving Credit Obligations, the cash collateralization or backstop of all outstanding letters of credit (if any) on terms acceptable to the applicable issuing bank.

"Parallel Debt" means the abstract payment obligation (abstraktes Schuldanerkenntnis) created under the German Parallel Debt and Security Trust Agreement in favor of Pinnacle Trust Company, N.A. (acting through its London branch) as Security Trustee, in an amount equal at all times to the aggregate outstanding amount of the Secured Obligations, which obligation has been created for the purpose of providing a claim (Forderung) that may be secured by the German Collateral under German law.

"Parent Guarantor" means Ironhaven Holdings Inc., a Delaware corporation, EIN 84-3291044, and its successors and assigns.

"Permitted Liens" has the meaning assigned to such term in the applicable Credit Agreement.

"Person" means any individual, corporation, limited liability company, partnership, joint venture, association, trust, unincorporated organization, governmental authority, or any other entity.

"Revolving Credit Agreement" means the Super-Senior Revolving Credit Agreement, dated as of March 22, 2024, among the Company, the Revolver Agent, and the lenders party thereto, providing for a $100,000,000 committed revolving credit facility, as amended, restated, supplemented, or otherwise modified from time to time.

"Revolving Credit Obligations" means all obligations of the Grantors arising under or in connection with the Revolving Credit Agreement, including, without limitation, all principal, interest (including any post-petition interest to the extent allowed), fees, premiums, expenses, indemnification obligations, reimbursement obligations (including with respect to letters of credit, if any), and all other amounts payable by any Grantor thereunder or in connection therewith.

"Revolving Secured Parties" means, collectively, the Revolver Agent and the lenders from time to time party to the Revolving Credit Agreement.

"Revolver Agent" means Crescent Harbor Bank, National Association, in its capacity as administrative agent and collateral agent under the Revolving Credit Agreement, and any successor in such capacity.

"Sanctioned Person" means any Person that is the subject of sanctions administered or enforced by OFAC, the United States Department of State, the United Nations Security Council, the European Union (including under Council Regulation (EU) No 269/2014), any EU member state, or the United Kingdom Office of Financial Sanctions Implementation (OFSI).

"Secured Parties" means, collectively, the Revolving Secured Parties and the Term Loan Secured Parties, and any Additional First Lien Secured Parties from time to time party hereto or bound hereby.

"Security Trustee" means Pinnacle Trust Company, N.A. (acting through its London branch), in its capacity as security trustee (Sicherheitentreuhänder) for the German-law security documents under the parallel-debt structure established by the German Parallel Debt and Security Trust Agreement, and any successor in such capacity.

"Signing Date" means May 15, 2024.

"SOFR" means the Secured Overnight Financing Rate, as administered by the Federal Reserve Bank of New York (or any successor administrator), as specified in the Term Loan Credit Agreement.

"Sponsor" means Thornfield Capital Partners, LP, a Delaware limited partnership, with its principal office at 800 Park Avenue, 22nd Floor, New York, New York 10021, whose sole general partner is Thornfield Capital Management LLC.

"Standstill Period" means the period of 180 calendar days following delivery of an Enforcement Notice by or on behalf of the Non-Controlling Secured Parties to the Revolver Agent, during which period the Non-Controlling Secured Parties may not take any independent Enforcement Action with respect to any Shared Collateral, as more fully described in Section 4.02.

"Super-Senior Obligations" means the Revolving Credit Obligations, which obligations have priority in the application of proceeds of the Shared Collateral as set forth in Article III hereof, notwithstanding that the liens securing the Revolving Credit Obligations and the liens securing the Term Loan Obligations are equal and ratable first-priority liens on the Shared Collateral.

"Term Loan Agent" means Crescent Harbor Bank, National Association, in its capacity as administrative agent under the Term Loan Credit Agreement, and any successor in such capacity.

"Term Loan Collateral Agent" means Pinnacle Trust Company, N.A., a national trust company with its principal office at 101 Constitution Avenue NW, Washington, D.C. 20001, in its capacity as collateral agent under the Term Loan Credit Agreement, and any successor in such capacity.

"Term Loan Credit Agreement" means the Senior Secured Term Loan B Credit Agreement, dated as of May 15, 2024, among the Company, the Co-Borrower, the Parent Guarantor, the Term Loan Agent, the Term Loan Collateral Agent, and the Lenders party thereto, providing for $950,000,000 in aggregate commitments (consisting of the USD Tranche and the EUR Sub-Tranche), as amended, restated, supplemented, or otherwise modified from time to time.

"Term Loan Lenders" means Crescent Harbor Bank, N.A. ($200,000,000 commitment), Ridgeline National Bank ($175,000,000 commitment), Marlowe Asset Management Meridian Capital, LLC ($150,000,000 commitment), Atlas Peak Credit Partners, LP ($125,000,000 commitment), NordBrücke AG ($150,000,000 commitment), Pacific Rim Institutional Lending Corp. ($75,000,000 commitment), and Osprey Insurance Capital, Ltd. ($75,000,000 commitment), and their respective successors and assigns, and any other lenders from time to time party to the Term Loan Credit Agreement.

"Term Loan Obligations" means all obligations of the Grantors arising under or in connection with the Term Loan Credit Agreement, including, without limitation, all principal (in the aggregate original amount of $950,000,000, consisting of the USD Tranche in the amount of $675,000,000 and the EUR Sub-Tranche in the amount of €253,571,429), interest (at SOFR + 425 basis points per annum for the USD Tranche and EURIBOR + 425 basis points per annum for the EUR Sub-Tranche, in each case as more particularly described in the Term Loan Credit Agreement), fees (including any arrangement fee, commitment fee, or other fee payable thereunder), premiums, expenses, indemnification obligations, and all other amounts payable by any Grantor thereunder or in connection therewith.

"Term Loan Secured Parties" means, collectively, the Term Loan Agent, the Term Loan Collateral Agent, and the Term Loan Lenders.

"UCC" means the Uniform Commercial Code as from time to time in effect in the State of New York or, when the laws of any other State govern the perfection or the effect of perfection or non-perfection of any security interest, the Uniform Commercial Code as in effect in such State.

"USD Tranche" means the dollar-denominated portion of the Term Loan Facility in the aggregate original principal amount of $675,000,000.

"Virginia Property" means the real property located at 4500–4550 Dominion Ridge Boulevard, Ashburn, Loudoun County, Virginia 20147, consisting of approximately 142 acres (Tax Parcel Nos. 087-27-1234 and 087-27-1235), together with all improvements, buildings, structures, fixtures, easements, and appurtenances thereto, as more particularly described in the Deed of Trust, and encumbered by the Deed of Trust.

Section 1.02 — Rules of Construction

(a) Unless the context otherwise requires, (i) references to "Articles," "Sections," "Exhibits," and "Schedules" are to the articles, sections, exhibits, and schedules of this Agreement, (ii) all references to any agreement, document, or instrument mean such agreement, document, or instrument as amended, restated, supplemented, or otherwise modified from time to time, (iii) section headings and captions are for convenience of reference only and shall not affect the interpretation of this Agreement, (iv) defined terms in the singular include the plural and vice versa, (v) the word "including" (and variations thereof) means "including, without limitation," (vi) references to any statute, law, or regulation shall be deemed to include all amendments thereto and successor provisions, (vii) references to any Person include such Person's successors and permitted assigns, and (viii) references to "dollars," "$," or "USD" mean lawful money of the United States of America, and references to "euros," "EUR," or "€" mean the single currency of the participating member states of the European Union.

(b) References to German legal concepts and instruments used herein shall be construed in accordance with the laws of the Federal Republic of Germany to the extent applicable. Without limiting the generality of the foregoing, references to security interests in respect of German Collateral shall be deemed to include, as the context may require, Grundschulden (land charges), Globalzessionen (global assignments of receivables), Kontoverpfändungen (account pledges), Sicherungsübereignungen (security transfers of movable assets), and Anteilsverpfändungen (share pledges), each as defined and governed by the applicable German Security Documents and German law.

(c) In the event of any conflict between the provisions of this Agreement and the provisions of any Credit Agreement or any security document, the provisions of this Agreement shall control as between the Authorized Representatives and the Secured Parties.

Section 1.03 — Governing Law

(a) This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without regard to the conflict of laws principles thereof (other than Section 5-1401 of the New York General Obligations Law, which shall apply).

(b) The German Security Documents and all rights and obligations thereunder shall be governed by the laws of the Federal Republic of Germany, as provided in such German Security Documents. Nothing in this Agreement shall be construed to override, supersede, or conflict with the governing law provisions contained in any German Security Document, provided that, as among the parties hereto, the relative priority, application of proceeds, and enforcement provisions of this Agreement shall control to the extent permitted by applicable law.

ARTICLE II — LIEN PRIORITY

Section 2.01 — Relative Lien Priority

(a) The liens on the Shared Collateral securing the Revolving Credit Obligations and the liens on the Shared Collateral securing the Term Loan Obligations are, and shall at all times remain, equal and ratable first-priority liens. Neither the liens securing the Revolving Credit Obligations nor the liens securing the Term Loan Obligations shall be senior or subordinate to the other with respect to their status as security interests in the Shared Collateral.

(b) Notwithstanding the foregoing equal lien priority, the Revolving Credit Obligations shall constitute "Super-Senior Obligations" and shall be entitled to priority in the application of proceeds of Shared Collateral received in connection with any Enforcement Action, Insolvency Proceeding, or other realization on Shared Collateral, as set forth in Article III hereof. Such Super-Senior status reflects an agreement among the Secured Parties regarding the allocation of proceeds and does not constitute, and shall not be construed as, a subordination of the liens securing the Term Loan Obligations to the liens securing the Revolving Credit Obligations. Both sets of liens remain first-priority liens at all times.

(c) The priorities established by this Section 2.01 shall not be altered or otherwise affected by: (i) any amendment, modification, supplement, extension, renewal, restatement, refunding, replacement, or refinancing of any First Lien Obligation or any security document; (ii) the filing date, recording date, or order of perfection of any lien securing any First Lien Obligation; (iii) any deficiency in the perfection of, or the failure to perfect, any lien securing any First Lien Obligation; (iv) the order in which the applicable Credit Agreements were executed or delivered; or (v) the taking or failure to take any action by any Secured Party.

Section 2.02 — Prohibition on Contesting Liens

(a) Each Authorized Representative, on behalf of itself and the Secured Parties it represents, hereby agrees that it shall not (and hereby waives any right to) challenge, contest, object to, question, or support any other Person in challenging, contesting, objecting to, or questioning the validity, enforceability, perfection, priority, or extent of any lien held by any other Secured Party on any Shared Collateral, whether in any Insolvency Proceeding or otherwise, in any court or tribunal, or before any governmental authority.

(b) The prohibition set forth in this Section 2.02 applies to all liens on Shared Collateral, including, without limitation:

(i) liens on Domestic Collateral perfected by (A) UCC-1 financing statements filed with the Delaware Secretary of State (for filings against the Company, as a Delaware limited liability company, and Ironhaven Holdings Inc., as a Delaware corporation) and the Loudoun County Circuit Court (for fixture filings relating to the Virginia Property), (B) recordation of the Deed of Trust in the land records of Loudoun County, Virginia, and (C) DACAs with respect to deposit accounts; and

(ii) liens on German Collateral perfected by (A) registration of the Grundschuld at the Grundbuchamt Frankfurt am Main-Ost, (B) notification and acknowledgment procedures with respect to the Globalzession, (C) notification to NordBrücke AG with respect to the Kontoverpfändung, (D) identification and marking procedures with respect to the Sicherungsübereignung, and (E) notarization and registration of the Anteilsverpfändungsvertrag.

Section 2.03 — No New Liens; Equal Security

(a) If, at any time after the Signing Date, any Grantor grants a lien on any asset to secure any First Lien Obligation (whether pursuant to a Credit Agreement, a security document, or otherwise), such Grantor shall concurrently (or, if concurrence is not practicable, as promptly as practicable thereafter) grant an equal and ratable lien on such asset to secure all other First Lien Obligations then outstanding.

(b) The obligation set forth in Section 2.03(a) applies to after-acquired property and future collateral of every kind and description, wherever located, and whether now existing or hereafter arising.

(c) Each Authorized Representative agrees to cooperate in good faith to facilitate the prompt documentation and perfection of any such additional liens, including the execution and delivery of any security agreements, financing statements, notarial instruments, or other documents reasonably necessary to effect such liens.

Section 2.04 — Perfection

(a) Each Authorized Representative is solely responsible for perfecting and maintaining the perfection of the liens securing the obligations it represents. No Authorized Representative has, and none shall be deemed to have, any duty, obligation, or responsibility to any other Authorized Representative or any other Secured Party to perfect, maintain the perfection of, or take any action with respect to the perfection of any lien on any Shared Collateral held by or for the benefit of any other Secured Party.

(b) For the avoidance of doubt, UCC-1 financing statements for the benefit of the Term Loan Secured Parties have been prepared by Calderwood & Harkness LLP for filing with (i) the Delaware Secretary of State (for filings against the Company, as debtor, and Ironhaven Holdings Inc., as debtor) and (ii) the Loudoun County Circuit Court (for fixture filings with respect to the Virginia Property). Separate UCC-1 financing statements have been, or shall be, filed for the benefit of the Revolving Secured Parties in the same filing offices.

(c) The failure of any Authorized Representative to perfect or maintain the perfection of any lien shall not affect the relative priorities established by this Agreement, which shall apply regardless of any such failure.

Section 2.05 — German Collateral — Parallel Debt Structure

(a) The parties hereto acknowledge and agree that the German-law security is held by Pinnacle Trust Company, N.A., acting through its London branch, as Security Trustee (Sicherheitentreuhänder) pursuant to the German Parallel Debt and Security Trust Agreement (Sicherheitentreuhandvertrag). The Parallel Debt has been created as an abstract payment obligation (abstraktes Schuldanerkenntnis) in order to provide the Security Trustee with a claim (Forderung) that is capable of being secured by the German Collateral under German law, which claim mirrors the aggregate outstanding Secured Obligations at all times.

(b) The Security Trustee holds the German Collateral for the benefit of all Secured Parties, including both the Revolving Secured Parties and the Term Loan Secured Parties. The Security Trustee's administration and enforcement of the German Collateral shall at all times be subject to, and governed by, the waterfall priorities established in Article III of this Agreement.

(c) To the extent required by German law, the enforcement of the German Collateral shall also be governed by the provisions of the Sicherungszweckerklärung (security purpose declaration), which shall be interpreted consistently with this Agreement. In the event of any conflict between the Sicherungszweckerklärung and this Agreement regarding the relative entitlements of the Secured Parties to proceeds of German Collateral, the provisions of this Agreement shall control as among the parties hereto, to the extent permitted by German law.

Section 2.06 — Additional First Lien Obligations

(a) If, at any time after the Signing Date, the Company, the Co-Borrower, or any other Grantor incurs additional indebtedness that (i) is permitted to be incurred under the Term Loan Credit Agreement and the Revolving Credit Agreement, (ii) is to be secured by liens on the Shared Collateral, and (iii) is intended to share equal first-priority lien status with the existing First Lien Obligations, then, as a condition precedent to any such additional indebtedness constituting Additional First Lien Obligations entitled to the benefits of this Agreement, the authorized representative of such additional obligations shall execute and deliver a joinder agreement in substantially the form attached hereto as Exhibit A.

(b) Upon execution and delivery of such joinder agreement (and satisfaction of any conditions set forth therein), such Additional First Lien Obligations shall share equal lien priority with the existing First Lien Obligations on the Shared Collateral and shall be subject to the same waterfall provisions set forth in Article III, applied in the order specified therein.

(c) No Additional First Lien Obligations shall be entitled to Super-Senior status unless expressly agreed in writing by the Term Loan Agent and the Required Lenders under the Term Loan Credit Agreement.

ARTICLE III — APPLICATION OF PROCEEDS; WATERFALL

Section 3.01 — Application of Proceeds of Shared Collateral

All proceeds of Shared Collateral received by any Authorized Representative or the Security Trustee in connection with any Enforcement Action, Insolvency Proceeding, or any other realization upon, collection of, or receipt from Shared Collateral (including any insurance proceeds treated as proceeds of Shared Collateral pursuant to Section 3.05 and any proceeds of German Collateral received pursuant to Section 3.06) shall be applied by the applicable Authorized Representative or the Security Trustee in the following order of priority:

First, to the payment of all costs and expenses of the Collateral Agents incurred in connection with such realization, collection, enforcement, or receipt, including, without limitation, (i) the reasonable fees and disbursements of counsel (including in-house counsel charges allocated to such matters), (ii) the fees and expenses of any receiver, auctioneer, appraiser, or other professional retained in connection therewith, (iii) any taxes, assessments, or other charges required to be paid in connection with such realization, and (iv) the fees and expenses of Pinnacle Trust Company, N.A. (in its capacity as Term Loan Collateral Agent and Security Trustee), which fees are payable in the aggregate amount of $200,000 per annum ($125,000 per annum for domestic collateral agent services and $75,000 per annum for German Security Trustee services), and the fees and expenses of the Revolver Agent (in its capacity as collateral agent under the Revolving Credit Agreement), in each case to the extent not previously reimbursed;

Second, to the payment in full in cash of all Super-Senior Obligations (i.e., all Revolving Credit Obligations), including all principal, interest (including default interest, if applicable), fees, premiums, expenses, indemnification obligations, and all other amounts owing under the Revolving Credit Agreement, until the Revolving Credit Obligations are Paid in Full (for the avoidance of doubt, the committed amount of the Revolving Credit Facility is $100,000,000, plus all accrued and unpaid interest, fees, expenses, and other amounts outstanding thereunder);

Third, to the payment in full in cash of all Term Loan Obligations, including all principal (in the aggregate original amount of $950,000,000), interest (at SOFR + 425 basis points per annum for the USD Tranche and EURIBOR + 425 basis points per annum for the EUR Sub-Tranche, together with any applicable default interest), fees (including any accrued and unpaid arrangement fee, administrative agent fee, or other amounts), premiums (including any prepayment premium, if applicable), expenses, indemnification obligations, and all other amounts owing under the Term Loan Credit Agreement, until the Term Loan Obligations are Paid in Full, applied ratably among the Term Loan Lenders in accordance with their respective Pro Rata Shares;

Fourth, to the payment in full in cash of all Additional First Lien Obligations (if any), in such order of priority as may be specified in the applicable joinder agreement or, if no such order is specified, ratably among the holders of such Additional First Lien Obligations; and

Fifth, after all First Lien Obligations have been Paid in Full and all commitments thereunder have been terminated, the remainder, if any, to the Grantors or as a court of competent jurisdiction may otherwise direct.

Section 3.02 — Turnover

(a) If any Term Loan Secured Party receives any proceeds of Shared Collateral (whether by way of distribution, set-off, realization, or otherwise) that should have been applied to the payment of the Super-Senior Obligations in accordance with the waterfall set forth in Section 3.01 (i.e., at a time when the Super-Senior Obligations have not been Paid in Full), then such Term Loan Secured Party shall hold such proceeds in trust for the benefit of the Revolving Secured Parties and shall promptly (and in any event within five (5) business days of receipt) turn over and pay such proceeds to the Revolver Agent for application in accordance with Section 3.01.

(b) If any Revolving Secured Party receives any proceeds of Shared Collateral that should have been applied to the prior payment of costs and expenses of the Collateral Agents in accordance with the "First" clause of Section 3.01, then such Revolving Secured Party shall hold such excess proceeds in trust and shall promptly (and in any event within five (5) business days of receipt) turn over and pay such proceeds to the applicable Collateral Agent for application in accordance with Section 3.01.

(c) Any amounts received by a Secured Party in contravention of this Article III that are required to be turned over pursuant to this Section 3.02 shall not constitute a payment on account of any obligation of any Grantor to such Secured Party.

Section 3.03 — Separate Collateral

If at any time any collateral secures only one class of First Lien Obligations (whether the Revolving Credit Obligations, the Term Loan Obligations, or any Additional First Lien Obligations) and does not secure any other class of First Lien Obligations, such collateral shall not constitute Shared Collateral and shall not be subject to the provisions of this Article III. Proceeds of any such separate collateral may be applied by the relevant Secured Parties in accordance with the terms of the applicable Credit Agreement and security documents without regard to this Agreement.

Section 3.04 — Payments on Account of First Lien Obligations

Nothing in this Agreement shall be construed to restrict, limit, or condition (a) the making or receipt of regularly scheduled payments of principal, interest, fees, or other amounts under either Credit Agreement, in each case paid from the general assets of the Grantors (as distinct from proceeds of Shared Collateral received in connection with an Enforcement Action or Insolvency Proceeding), (b) the making or receipt of any voluntary or mandatory prepayment under either Credit Agreement (including, without limitation, the 75%/50%/25% Excess Cash Flow sweep under the Term Loan Credit Agreement, any mandatory prepayment upon a sale of assets, any mandatory prepayment from the proceeds of the incurrence of indebtedness, and the mandatory prepayment at 101% of outstanding principal plus accrued interest upon a Change of Control under the Term Loan Credit Agreement), in each case paid from the general assets of the Grantors, or (c) the receipt by any Secured Party of any payment, distribution, or proceeds from the general assets of any Grantor that does not constitute proceeds of Shared Collateral received in connection with an Enforcement Action or Insolvency Proceeding.

Section 3.05 — Insurance Proceeds

(a) Insurance proceeds received from policies placed by or through Calloway & Strand Insurance Brokers, Inc. (or any successor broker or agent), including builder's risk, property (all risk), and business interruption policies, in each case naming Pinnacle Trust Company, N.A. (as Term Loan Collateral Agent) as loss payee and/or additional insured, and naming the Revolver Agent as loss payee and/or additional insured, shall be treated as proceeds of Shared Collateral and shall be applied in accordance with the waterfall set forth in Section 3.01.

(b) Notwithstanding Section 3.05(a), to the extent that the applicable Credit Agreements (or both Credit Agreements, if both contain such provisions) permit the Company or any Grantor to apply insurance proceeds to the repair, restoration, or replacement of the damaged or destroyed Shared Collateral, such insurance proceeds may be so applied by the Company without regard to the waterfall in Section 3.01, provided that the Company complies with the conditions and requirements set forth in the applicable Credit Agreement(s) for such repair, restoration, or replacement use.

Section 3.06 — Application of Proceeds of German Collateral

(a) All proceeds of German Collateral (including, without limitation, proceeds from enforcement of the Grundschuld over the Frankfurt Property, whether by court-administered foreclosure (Zwangsversteigerung) or private sale, proceeds from the realization on receivables assigned under the Globalzession, proceeds from accounts pledged under the Kontoverpfändung at NordBrücke AG, proceeds from the sale of movable assets subject to the Sicherungsübereignung, and proceeds from the enforcement of the share pledge under the Anteilsverpfändungsvertrag) shall first be received by the Security Trustee and thereafter applied in accordance with the waterfall set forth in Section 3.01.

(b) To the extent that any proceeds of German Collateral are denominated in euros, such proceeds shall be converted to U.S. dollars at the prevailing spot exchange rate (as quoted by Westmark Services Inc. or, if unavailable, by a major money center bank selected by the Revolver Agent) for purposes of determining the amount of U.S. dollar-denominated obligations satisfied thereby. The conversion shall be effected on the business day on which such proceeds are distributed in accordance with Section 3.01, or, if not practicable on such date, on the next succeeding business day.

(c) The Security Trustee shall provide prompt notice to each Authorized Representative upon receipt of any proceeds of German Collateral, specifying the amount and currency thereof.

ARTICLE IV — ENFORCEMENT

Section 4.01 — Controlling Secured Parties — Enforcement Rights

(a) The Revolving Secured Parties, acting through the Revolver Agent, shall be the "Controlling Secured Parties" with respect to all Shared Collateral. The Revolver Agent (acting at the direction of the Required Lenders under the Revolving Credit Agreement or as otherwise authorized thereunder) shall have the exclusive right to direct and control all Enforcement Actions with respect to the Shared Collateral, including, without limitation, the right to determine whether, when, and in what manner to exercise rights and remedies available under the applicable security documents, applicable law, and this Agreement, subject to the provisions of this Article IV.

(b) Without limiting the generality of the foregoing, the Controlling Secured Parties may exercise all rights and remedies available to a secured party under (i) the UCC (including the right to conduct a disposition of collateral under Section 9-610 of the UCC), (ii) Virginia law (including the right to foreclose under the Deed of Trust encumbering Tax Parcel Nos. 087-27-1234 and 087-27-1235 in Loudoun County), (iii) German law (including the right to enforce the Grundschuld over the Frankfurt Property by means of Zwangsvollstreckung or otherwise, to realize upon receivables assigned under the Globalzession, to exercise rights under the Kontoverpfändung, and to enforce the Anteilsverpfändungsvertrag), and (iv) applicable law generally.

(c) The Controlling Secured Parties shall have no duty or obligation to exercise any rights or remedies with respect to the Shared Collateral and shall not be liable to the Non-Controlling Secured Parties for any failure or delay in exercising any such rights or remedies, except as expressly provided in Section 4.02.

Section 4.02 — Standstill of Non-Controlling Secured Parties

(a) Following the occurrence and during the continuance of an Event of Default under the Term Loan Credit Agreement, the Term Loan Secured Parties (as Non-Controlling Secured Parties) shall not take any Enforcement Action with respect to any Shared Collateral unless and until:

(i) the Term Loan Agent has delivered an Enforcement Notice to the Revolver Agent notifying the Revolver Agent of the occurrence and continuance of such Event of Default and the Term Loan Secured Parties' desire to commence Enforcement Actions; and

(ii) a period of 180 calendar days (the "Standstill Period") has elapsed from the date of delivery of such Enforcement Notice, unless the Controlling Secured Parties have, prior to the expiration of such Standstill Period, commenced and are diligently pursuing an Enforcement Action with respect to all or a material portion of the Shared Collateral.

(b) If, upon expiration of the Standstill Period, the Controlling Secured Parties have not commenced and are not diligently pursuing an Enforcement Action with respect to the Shared Collateral, then the Non-Controlling Secured Parties may, subject to the remaining provisions of this Agreement (including the waterfall provisions of Article III), initiate Enforcement Actions with respect to the Shared Collateral. Any proceeds received by the Non-Controlling Secured Parties in connection with any such Enforcement Action shall be applied in accordance with the waterfall set forth in Section 3.01.

(c) If, during the Standstill Period, the Controlling Secured Parties commence and diligently pursue an Enforcement Action, a new Standstill Period shall commence and the Non-Controlling Secured Parties shall again be subject to the standstill provisions of this Section 4.02 with respect to such Enforcement Action.

(d) For purposes of this Section 4.02, the Controlling Secured Parties shall be deemed to be "diligently pursuing" an Enforcement Action if they have (i) commenced a judicial or non-judicial foreclosure, (ii) engaged a broker, auction company, or investment bank to market and sell the Shared Collateral, (iii) filed a motion for relief from stay in an Insolvency Proceeding, or (iv) taken other commercially reasonable steps to realize upon the Shared Collateral.

Section 4.03 — No Interference

(a) The Non-Controlling Secured Parties shall not take any action that would interfere with, impede, delay, hinder, or otherwise prejudice any Enforcement Action commenced or pursued by the Controlling Secured Parties, including, without limitation, (i) filing any pleading, motion, or objection in any court, administrative proceeding, or Insolvency Proceeding that challenges, opposes, or seeks to prevent any Enforcement Action by the Controlling Secured Parties, (ii) seeking or obtaining any injunction, restraining order, or other relief that would prevent, delay, or impair any Enforcement Action by the Controlling Secured Parties, or (iii) exercising any set-off or recoupment right against any account or funds held by a Grantor if such exercise would impair the Controlling Secured Parties' ability to realize upon the Shared Collateral.

(b) The Non-Controlling Secured Parties shall not object to any sale, foreclosure, disposition, or other realization directed by the Controlling Secured Parties with respect to any Shared Collateral, including the price, manner, time, or terms of any such sale, foreclosure, disposition, or realization; provided that the proceeds thereof are distributed in accordance with the waterfall set forth in Article III.

Section 4.04 — Commercially Reasonable Exercise

All Enforcement Actions with respect to the Shared Collateral, whether conducted by the Controlling Secured Parties or (following the expiration of the Standstill Period) by the Non-Controlling Secured Parties, shall be conducted in a commercially reasonable manner in compliance with (a) Article 9 of the UCC (including Section 9-610 thereof), (b) Virginia law (with respect to foreclosure under the Deed of Trust on the Virginia Property, including the requirements of Chapter 22 of Title 55.1 of the Code of Virginia, as applicable), and (c) German law (with respect to the enforcement of the German Collateral, including the provisions of the Zwangsversteigerungsgesetz (ZVG) with respect to enforcement of the Grundschuld, and any applicable requirements of the Bürgerliches Gesetzbuch (BGB) with respect to the realization on other German-law security).

Section 4.05 — Cooperation; Access to Information

(a) Each Authorized Representative shall provide reasonable cooperation to each other Authorized Representative in connection with any Enforcement Action, including, without limitation, (i) sharing copies of appraisals and valuations (including the most recent MAI appraisal of the Virginia Property and Frankfurt Property prepared by Meridian Valuation Group, LLC), (ii) sharing copies of environmental reports (including the Phase I and Phase II Environmental Site Assessments prepared by Greenline Environmental Solutions, Inc.), (iii) sharing title information (including the title insurance policy issued by Keystone Title Guaranty Company with respect to the Virginia Property and the Grundbuchauszug with respect to the Frankfurt Property), (iv) providing access to the Shared Collateral for inspection and due diligence purposes, and (v) providing such other information as may be reasonably requested in connection with the enforcement process.

(b) Each Authorized Representative shall bear its own costs and expenses in connection with any cooperation provided under this Section 4.05, unless otherwise agreed in writing by the Authorized Representatives.

Section 4.06 — Release of Liens

(a) If the Controlling Secured Parties (or, following expiration of the Standstill Period, the Non-Controlling Secured Parties) conduct a sale, disposition, or other realization of any Shared Collateral in connection with an Enforcement Action, all liens of the Non-Controlling Secured Parties on such Shared Collateral (and, if applicable, all liens of the Controlling Secured Parties) shall be automatically and unconditionally released upon the consummation of such sale, disposition, or other realization, without the need for any further action, consent, or approval by any Secured Party. The proceeds of such sale, disposition, or other realization shall be applied in accordance with the waterfall set forth in Section 3.01.

(b) Any such release shall include, without limitation, (i) the release and termination of UCC financing statements (by filing of UCC-3 termination statements), (ii) the release and reconveyance of the Deed of Trust (by recordation of a deed of release in the land records of Loudoun County, Virginia), (iii) the release of the Grundschuld (by filing a Löschungsbewilligung with the Grundbuchamt Frankfurt am Main-Ost), and (iv) the release of all other security interests in the disposed Shared Collateral, including the release of any Globalzession, Kontoverpfändung, Sicherungsübereignung, or Anteilsverpfändung, in each case as applicable to the disposed collateral.

(c) Each Authorized Representative and the Security Trustee hereby irrevocably authorize and direct each other Authorized Representative (and the Security Trustee, as applicable) to execute, deliver, and file or record all instruments, documents, and filings necessary or reasonably requested to effect any release contemplated by this Section 4.06, and each Authorized Representative and the Security Trustee hereby appoint each other Authorized Representative as its attorney-in-fact for such purpose, which appointment is coupled with an interest and shall be irrevocable until the termination of this Agreement.

Section 4.07 — German Collateral Enforcement Provisions

(a) The enforcement of the German Collateral shall be subject to the requirements and procedures of German law, including, without limitation, applicable notice periods, court-administered foreclosure proceedings (Zwangsvollstreckung, including Zwangsversteigerung for real property and Zwangsverwaltung for the administration of real property), and private sale procedures to the extent permitted under the applicable German Security Documents and German law.

(b) The Security Trustee (Pinnacle Trust Company, N.A., acting through its London branch) shall act on instructions from the Controlling Secured Parties (or, following expiration of the Standstill Period, the Non-Controlling Secured Parties, as applicable) in respect of the enforcement of the German Collateral. The Security Trustee shall not be required to take any enforcement action with respect to the German Collateral absent such instructions, and shall be entitled to rely on such instructions without independent verification.

(c) The parties hereto acknowledge and agree that Grundschuld enforcement in Germany may be subject to separate procedural requirements under the Zwangsversteigerungsgesetz (ZVG) and other applicable German law, including, without limitation, the requirement for a vollstreckbare Ausfertigung (enforceable certified copy) of the notarial deed creating the Grundschuld. The parties agree to cooperate in good faith in connection with any parallel enforcement proceedings conducted in the United States and Germany, and to take such actions as may be reasonably necessary to facilitate the orderly and efficient enforcement of the Shared Collateral in both jurisdictions.

(d) To the extent that enforcement of the German Collateral requires the involvement or cooperation of any German court, notary, Grundbuchamt, or other governmental authority, the parties shall cooperate in providing all necessary information, documents, and powers of attorney to facilitate such enforcement. All costs and expenses of such enforcement shall be treated as costs and expenses payable under the "First" clause of the waterfall in Section 3.01.

ARTICLE V — INSOLVENCY PROCEEDINGS

Section 5.01 — Filing and Voting

(a) In any Insolvency Proceeding (whether commenced under the Bankruptcy Code, the German Insolvenzordnung (InsO), or any other applicable insolvency, bankruptcy, or restructuring law in any jurisdiction), each Authorized Representative shall have the right, on behalf of itself and the Secured Parties it represents, to file proofs of claim, make motions, and take other actions in such Insolvency Proceeding as may be permitted by law.

(b) Each Authorized Representative shall have the right to vote on behalf of its Secured Parties in connection with any plan of reorganization, plan of liquidation, arrangement, composition, or similar proposal submitted in any Insolvency Proceeding. Nothing in this Agreement shall be construed to restrict or limit any Authorized Representative's right to vote to accept or reject any such plan or proposal.

(c) The Super-Senior priority and the waterfall provisions established in Article III of this Agreement shall continue to apply in full force and effect in any Insolvency Proceeding, and each Authorized Representative and each Secured Party agrees not to take any action in any Insolvency Proceeding that is inconsistent with the priorities, rights, and obligations set forth in this Agreement.

Section 5.02 — DIP Financing

If the Company, any Grantor, or any debtor in an Insolvency Proceeding seeks to obtain DIP Financing, the Non-Controlling Secured Parties shall not object to, contest, or oppose such DIP Financing if the following conditions are satisfied:

(a) the Controlling Secured Parties (acting through the Revolver Agent) have consented to such DIP Financing;

(b) the Non-Controlling Secured Parties retain their liens on the Shared Collateral (subject to the liens securing such DIP Financing and the Super-Senior Obligations, but otherwise on terms not materially less favorable than the terms of the liens existing immediately prior to the commencement of the Insolvency Proceeding); and

(c) the Non-Controlling Secured Parties are provided Adequate Protection in connection with any priming or subordination of their liens, which Adequate Protection may include, without limitation, replacement liens on the same or substantially similar collateral, superpriority administrative expense claims under Section 507(b) of the Bankruptcy Code, periodic cash interest payments, or other forms of Adequate Protection as may be ordered by the court or agreed among the par

FIRST LIEN / SUPER-SENIOR INTERCREDITOR AGREEMENT
Dated as of May 15, 2024
Among
IRONHAVEN DATA CENTERS LLC, a Delaware limited liability company, as Borrower,
IRONHAVEN FRANKFURT GmbH, a German Gesellschaft mit beschränkter Haftung, as Co-Borrower,
IRONHAVEN HOLDINGS INC., a Delaware corporation, as Parent Guarantor,
CRESCENT HARBOR BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent and Collateral Agent under the Revolving Credit Agreement, as Revolver Agent,
CRESCENT HARBOR BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent under the Term Loan Credit Agreement, as Term Loan Agent,
PINNACLE TRUST COMPANY, N.A., in its capacity as Collateral Agent under the Term Loan Credit Agreement and as Security Trustee under the German Security Documents, as Term Loan Collateral Agent and Security Trustee,
and
Each additional Authorized Representative from time to time party hereto
RECITALS
WHEREAS (A) the Company, the Co-Borrower, the Parent Guarantor, Crescent Harbor Bank, National Association, in its capacity as Administrative Agent (the "Term Loan Agent"), Pinnacle Trust Company, N.A., in its capacity as Collateral Agent and Security Trustee (the "Term Loan Collateral Agent"), and the Lenders party thereto have entered into that certain Senior Secured Term Loan B Credit Agreement, dated as of May 15, 2024 (as amended, restated, supplemented, or otherwise modified from time to time, the "Term Loan Credit Agreement"), providing for a $950,000,000 senior secured term loan facility (the "Term Loan Facility"), consisting of a $675,000,000 USD Tranche and a €253,571,429 EUR Sub-Tranche (approximately $275,000,000 equivalent at the EUR/USD exchange rate of 1.0846 as of the date hereof), CUSIP: 46283LAA5, with a final maturity date of June 3, 2031;
WHEREAS (B) the Company and Crescent Harbor Bank, National Association, in its capacity as Administrative Agent and Collateral Agent (the "Revolver Agent"), have previously entered into that certain Super-Senior Revolving Credit Agreement, dated as of March 22, 2024 (as amended, restated, supplemented, or otherwise modified from time to time, the "Revolving Credit Agreement" and, together with the Term Loan Credit Agreement, the "Credit Agreements"), providing for a $100,000,000 committed revolving credit facility (the "Revolving Credit Facility"), which is undrawn as of the date hereof;
WHEREAS (C) the obligations under both the Term Loan Facility and the Revolving Credit Facility are secured by liens on substantially all assets of the Company, the Parent Guarantor, and the Co-Borrower (collectively, the "Grantors"), including domestic collateral consisting of real and personal property located in or governed by the laws of the United States, and German-law security interests created through a parallel-debt structure (Sicherheitentreuhandvertrag) administered by Pinnacle Trust Company, N.A., acting through its London branch, as Security Trustee;
WHEREAS (D) the parties hereto desire to set forth their agreement as to the relative priority of their respective liens on the Shared Collateral (as defined herein), the terms governing enforcement of such liens, the application of proceeds derived therefrom, and certain other intercreditor matters, all as more fully set forth herein;
WHEREAS (E) the Revolving Credit Facility is referred to herein as "Super-Senior" in respect of its priority position in the application of proceeds of Shared Collateral, notwithstanding that the Term Loan Facility and the Revolving Credit Facility share first-priority liens on the same collateral, and such Super-Senior status shall be given effect in the manner provided in this Agreement; and
WHEREAS (F) each party hereto has been represented by independent legal counsel in connection with the negotiation and execution of this Agreement; the Term Loan Lenders are represented by Blackthorn & Sundial Software; the Company and the Co-Borrower are represented by Calderwood & Harkness LLP; and German-law matters have been counseled by Wendt Falkenberg Rechtsanwälte PartG mbB.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I — DEFINITIONS
Section 1.01 — Defined Terms
As used in this Agreement, the following terms shall have the following meanings:
"Additional First Lien Obligations" means any obligations of the Company, the Co-Borrower, or any Grantor that are (a) incurred after the Signing Date, (b) permitted to be incurred under the terms of the Term Loan Credit Agreement and the Revolving Credit Agreement, (c) secured by liens on the Shared Collateral that are pari passu with the liens securing the existing First Lien Obligations, and (d) subject to a joinder to this Agreement executed in accordance with Section 2.06 and Exhibit A hereto.
"Adequate Protection" means adequate protection as that term is used in Sections 361, 362, 363, and 364 of the Bankruptcy Code or any analogous concept under the German Insolvenzordnung (InsO) or any other applicable insolvency law.
"Authorized Representative" means the Revolver Agent, the Term Loan Agent, or any successor to either of the foregoing, or any agent, trustee, or representative appointed under any Additional First Lien Obligations that has acceded to this Agreement in accordance with Section 2.06 hereof.
"Bankruptcy Code" means Title 11 of the United States Code (11 U.S.C. §§ 101 et seq.), as amended from time to time, and any successor statute.
"Change of Control" has the meaning assigned to such term in the Term Loan Credit Agreement, which, as of the Signing Date, means any event or series of events by which Thornfield Capital Partners, LP (or any of its affiliates, including any investment fund or investment vehicle managed, controlled, or advised by Thornfield Capital Partners, LP or Thornfield Capital Management LLC) ceases to hold, directly or indirectly, more than 50% of the total voting equity interests of Ironhaven Holdings Inc.
"Closing Date" means June 3, 2024.
"Co-Borrower" means Ironhaven Frankfurt GmbH, a Gesellschaft mit beschränkter Haftung organized under the laws of the Federal Republic of Germany, registered with the Amtsgericht Frankfurt am Main under registration number HRB 129457, with its registered office at Hanauer Landstraße 188, 60314 Frankfurt am Main, Germany, and its successors and assigns.
"Collateral" or "Shared Collateral" means all assets, property, and rights (whether real, personal, mixed, tangible, or intangible) that are at any time subject to liens securing both the Revolving Credit Obligations and the Term Loan Obligations, including, without limitation:
(a) the fee simple interest in approximately 142 acres of real property located in Loudoun County, Virginia (Tax Parcel Nos. 087-27-1234 and 087-27-1235), together with all improvements, fixtures, and appurtenances thereto;
(b) all fixtures, equipment, machinery, furniture, furnishings, and other tangible personal property located at the Virginia Property or the Frankfurt Property;
(c) all intellectual property owned by any Grantor, including patents, trademarks, service marks, copyrights, trade secrets, and domain names;
(d) all deposit accounts, securities accounts, and investment property of each Grantor;
(e) all accounts receivable, payment intangibles, and general intangibles of each Grantor;
(f) 100% of the membership interests in the Company held by the Parent Guarantor;
(g) 100% of the equity interests (Geschäftsanteile) in Ironhaven Frankfurt GmbH held by the Company;
(h) German-law collateral, consisting of: (i) the Grundschuld over the Frankfurt campus parcel (as recorded in the Grundbuch von Frankfurt am Main-Ost, Blatt 54321, Flur 12, Flurstück 789, comprising approximately 18.7 hectares); (ii) the global assignment of receivables (Globalzession) of all present and future receivables of the Co-Borrower; (iii) the pledge of bank accounts (Kontoverpfändung) of the Co-Borrower held at NordBrücke AG; (iv) the security transfer of movable assets (Sicherungsübereignung) of all movable assets located at the Frankfurt campus; and (v) the share pledge (Anteilsverpfändungsvertrag) over 100% of the shares in Ironhaven Frankfurt GmbH; and
(i) all proceeds (as defined in Article 9 of the Uniform Commercial Code) and products of any of the foregoing.
"Company" means Ironhaven Data Centers LLC, a Delaware limited liability company, EIN 84-3291057, with its principal place of business at 4500 Dominion Ridge Boulevard, Suite 300, Ashburn, Virginia 20147, and its successors and assigns.
"Consolidated Adjusted EBITDA" has the meaning assigned to such term in the Term Loan Credit Agreement.
"Consolidated Total Net Debt" has the meaning assigned to such term in the Term Loan Credit Agreement.
"Controlling Secured Parties" means, with respect to any parcel of Shared Collateral, the Revolving Secured Parties, which, by virtue of the Super-Senior status of the Revolving Credit Obligations as described herein, shall have the exclusive right to direct and control Enforcement Actions with respect to the Shared Collateral, subject to the provisions of Article IV.
"DACA" means a deposit account control agreement.
"DIP Financing" means debtor-in-possession financing obtained or sought to be obtained by any Grantor or any debtor in an Insolvency Proceeding pursuant to Section 364 of the Bankruptcy Code or any analogous provision of applicable insolvency law.
"Deed of Trust" means the deed of trust, assignment of leases and rents, security agreement, and fixture filing encumbering the Virginia Property for the benefit of the Secured Parties, as recorded in the land records of Loudoun County, Virginia.
"Domestic Collateral" means that portion of the Shared Collateral that is located in the United States or that is governed by the laws of any State thereof or the Uniform Commercial Code, including, without limitation, the Virginia Property and all personal property of the Grantors subject to the UCC, and all proceeds thereof.
"Enforcement Action" means any action by any Secured Party (or any Authorized Representative on its behalf) to foreclose upon, realize upon, collect, sell, lease, license, liquidate, or otherwise enforce any lien on, or security interest in, any Shared Collateral, including, without limitation, (a) the commencement or continuation of any judicial or non-judicial foreclosure action, (b) the exercise of any right of set-off, recoupment, or self-help remedy, (c) the sending of any notification of a lien to any account debtor or obligor, (d) the exercise of any remedy under any DACA or other account control agreement, (e) the commencement of any sale under Section 9-610 of the UCC, (f) the commencement of any foreclosure under a deed of trust or mortgage, (g) the enforcement of any Grundschuld through Zwangsvollstreckung or private sale, and (h) the seeking of any relief from the automatic stay (or any analogous stay or moratorium) in any Insolvency Proceeding with respect to Shared Collateral.
"Enforcement Notice" means a written notice delivered by or on behalf of the Non-Controlling Secured Parties to the Revolver Agent (in its capacity as representative of the Controlling Secured Parties) notifying the Controlling Secured Parties of the occurrence and continuance of an Event of Default under the Term Loan Credit Agreement and the Non-Controlling Secured Parties' desire to commence Enforcement Actions with respect to the Shared Collateral.
"EUR Sub-Tranche" means the euro-denominated portion of the Term Loan Facility in the aggregate original principal amount of €253,571,429.
"EURIBOR" means the Euro Interbank Offered Rate, as administered by the European Money Markets Institute (or any successor administrator), as specified in the Term Loan Credit Agreement.
"Event of Default" means, as the context requires, an "Event of Default" as defined in the Term Loan Credit Agreement or an "Event of Default" as defined in the Revolving Credit Agreement.
"Excess Cash Flow" has the meaning assigned to such term in the Term Loan Credit Agreement, and includes the mandatory prepayment mechanism requiring prepayment of 75% of Excess Cash Flow (stepping down to 50% at a Net Leverage Ratio at or below 4.50x and to 25% at a Net Leverage Ratio at or below 3.50x).
"First Lien Obligations" means, collectively, the Revolving Credit Obligations, the Term Loan Obligations, and any Additional First Lien Obligations.
"Frankfurt Property" means the real property located at Hanauer Landstraße 188, 60314 Frankfurt am Main, Germany, as more particularly described in the Grundbuch von Frankfurt am Main-Ost, Blatt 54321, Flur 12, Flurstück 789, comprising approximately 18.7 hectares, together with all improvements, buildings, structures, fixtures, and appurtenances thereto, encumbered by the Grundschuld.
"German Collateral" means that portion of the Shared Collateral that is located in the Federal Republic of Germany or that is governed by the laws of the Federal Republic of Germany, including, without limitation, the Frankfurt Property, and all security interests created under the German Security Documents.
"German Security Documents" means, collectively, (a) the German Parallel Debt and Security Trust Agreement (Sicherheitentreuhandvertrag), (b) the land charge instrument (Grundschuldbestellungsurkunde) relating to the Frankfurt Property, (c) the global assignment of receivables agreement (Globalzession), (d) the bank account pledge agreement (Kontoverpfändung), (e) the security transfer of movable assets agreement (Sicherungsübereignungsvertrag), (f) the share pledge agreement (Anteilsverpfändungsvertrag), and (g) the security purpose declaration (Sicherungszweckerklärung), in each case as amended, restated, supplemented, or otherwise modified from time to time.
"Grantors" means, collectively, the Company, the Parent Guarantor, and the Co-Borrower, and each individually a "Grantor."
"Grundschuld" means the non-accessory land charge (Grundschuld ohne Brief) registered in the land register (Grundbuch) of the Grundbuchamt Frankfurt am Main-Ost, Blatt 54321, Flur 12, Flurstück 789, in favor of the Security Trustee for the benefit of the Secured Parties.
"Insolvency Proceeding" means (a) any case, action, or proceeding before any court or governmental authority relating to bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding-up, or relief of debtors, including any proceeding under the Bankruptcy Code, (b) any proceeding under the German Insolvenzordnung (InsO), including Insolvenzverfahren, Eigenverwaltung, and Schutzschirmverfahren, or (c) any general assignment for the benefit of creditors, composition, marshalling of assets for creditors, or other similar arrangement in any jurisdiction, in each case in respect of any Grantor or any of its debts.
"Insolvenzverwalter" means an insolvency administrator appointed under the German Insolvenzordnung (InsO).
"Major Non-Controlling Secured Party Decision" means any consent, waiver, amendment, modification, or other action with respect to any Shared Collateral or any security document securing the First Lien Obligations that would (a) release all or substantially all of the Shared Collateral (except in connection with a permitted disposition or Enforcement Action), (b) release all or substantially all of the value of the guarantees provided by the Grantors, (c) subordinate the liens on the Shared Collateral to any other liens (other than Permitted Liens), or (d) otherwise materially and adversely affect the rights of the Non-Controlling Secured Parties in a manner disproportionate to the effect on the Controlling Secured Parties.
"Net Leverage Ratio" has the meaning assigned to such term in the Term Loan Credit Agreement. As of the Signing Date, the maximum permitted Net Leverage Ratio is 6.00x, calculated as the ratio of Consolidated Total Net Debt to Consolidated Adjusted EBITDA as of the last day of the most recently ended fiscal quarter for which financial statements have been delivered.
"Non-Controlling Secured Parties" means, with respect to any parcel of Shared Collateral, the Term Loan Secured Parties. For the avoidance of doubt, the Revolving Secured Parties are the Controlling Secured Parties and not Non-Controlling Secured Parties.
"OFAC" means the Office of Foreign Assets Control of the United States Department of the Treasury.
"OID" means the original issue discount of 50 basis points (reflecting an issue price of 99.50% of par) applicable to the Term Loan Facility.
"Paid in Full" means, with respect to any obligations, the indefeasible payment in full in cash of all such obligations (including all principal, interest (including any post-petition interest to the extent allowed), fees, premiums, expenses, indemnification obligations, and other amounts then due and owing) and the termination or expiration of all commitments to extend credit thereunder, and, in the case of the Revolving Credit Obligations, the cash collateralization or backstop of all outstanding letters of credit (if any) on terms acceptable to the applicable issuing bank.
"Parallel Debt" means the abstract payment obligation (abstraktes Schuldanerkenntnis) created under the German Parallel Debt and Security Trust Agreement in favor of Pinnacle Trust Company, N.A. (acting through its London branch) as Security Trustee, in an amount equal at all times to the aggregate outstanding amount of the Secured Obligations, which obligation has been created for the purpose of providing a claim (Forderung) that may be secured by the German Collateral under German law.
"Parent Guarantor" means Ironhaven Holdings Inc., a Delaware corporation, EIN 84-3291044, and its successors and assigns.
"Permitted Liens" has the meaning assigned to such term in the applicable Credit Agreement.
"Person" means any individual, corporation, limited liability company, partnership, joint venture, association, trust, unincorporated organization, governmental authority, or any other entity.
"Revolving Credit Agreement" means the Super-Senior Revolving Credit Agreement, dated as of March 22, 2024, among the Company, the Revolver Agent, and the lenders party thereto, providing for a $100,000,000 committed revolving credit facility, as amended, restated, supplemented, or otherwise modified from time to time.
"Revolving Credit Obligations" means all obligations of the Grantors arising under or in connection with the Revolving Credit Agreement, including, without limitation, all principal, interest (including any post-petition interest to the extent allowed), fees, premiums, expenses, indemnification obligations, reimbursement obligations (including with respect to letters of credit, if any), and all other amounts payable by any Grantor thereunder or in connection therewith.
"Revolving Secured Parties" means, collectively, the Revolver Agent and the lenders from time to time party to the Revolving Credit Agreement.
"Revolver Agent" means Crescent Harbor Bank, National Association, in its capacity as administrative agent and collateral agent under the Revolving Credit Agreement, and any successor in such capacity.
"Sanctioned Person" means any Person that is the subject of sanctions administered or enforced by OFAC, the United States Department of State, the United Nations Security Council, the European Union (including under Council Regulation (EU) No 269/2014), any EU member state, or the United Kingdom Office of Financial Sanctions Implementation (OFSI).
"Secured Parties" means, collectively, the Revolving Secured Parties and the Term Loan Secured Parties, and any Additional First Lien Secured Parties from time to time party hereto or bound hereby.
"Security Trustee" means Pinnacle Trust Company, N.A. (acting through its London branch), in its capacity as security trustee (Sicherheitentreuhänder) for the German-law security documents under the parallel-debt structure established by the German Parallel Debt and Security Trust Agreement, and any successor in such capacity.
"Signing Date" means May 15, 2024.
"SOFR" means the Secured Overnight Financing Rate, as administered by the Federal Reserve Bank of New York (or any successor administrator), as specified in the Term Loan Credit Agreement.
"Sponsor" means Thornfield Capital Partners, LP, a Delaware limited partnership, with its principal office at 800 Park Avenue, 22nd Floor, New York, New York 10021, whose sole general partner is Thornfield Capital Management LLC.
"Standstill Period" means the period of 180 calendar days following delivery of an Enforcement Notice by or on behalf of the Non-Controlling Secured Parties to the Revolver Agent, during which period the Non-Controlling Secured Parties may not take any independent Enforcement Action with respect to any Shared Collateral, as more fully described in Section 4.02.
"Super-Senior Obligations" means the Revolving Credit Obligations, which obligations have priority in the application of proceeds of the Shared Collateral as set forth in Article III hereof, notwithstanding that the liens securing the Revolving Credit Obligations and the liens securing the Term Loan Obligations are equal and ratable first-priority liens on the Shared Collateral.
"Term Loan Agent" means Crescent Harbor Bank, National Association, in its capacity as administrative agent under the Term Loan Credit Agreement, and any successor in such capacity.
"Term Loan Collateral Agent" means Pinnacle Trust Company, N.A., a national trust company with its principal office at 101 Constitution Avenue NW, Washington, D.C. 20001, in its capacity as collateral agent under the Term Loan Credit Agreement, and any successor in such capacity.
"Term Loan Credit Agreement" means the Senior Secured Term Loan B Credit Agreement, dated as of May 15, 2024, among the Company, the Co-Borrower, the Parent Guarantor, the Term Loan Agent, the Term Loan Collateral Agent, and the Lenders party thereto, providing for $950,000,000 in aggregate commitments (consisting of the USD Tranche and the EUR Sub-Tranche), as amended, restated, supplemented, or otherwise modified from time to time.
"Term Loan Lenders" means Crescent Harbor Bank, N.A. ($200,000,000 commitment), Ridgeline National Bank ($175,000,000 commitment), Marlowe Asset Management Meridian Capital, LLC ($150,000,000 commitment), Atlas Peak Credit Partners, LP ($125,000,000 commitment), NordBrücke AG ($150,000,000 commitment), Pacific Rim Institutional Lending Corp. ($75,000,000 commitment), and Osprey Insurance Capital, Ltd. ($75,000,000 commitment), and their respective successors and assigns, and any other lenders from time to time party to the Term Loan Credit Agreement.
"Term Loan Obligations" means all obligations of the Grantors arising under or in connection with the Term Loan Credit Agreement, including, without limitation, all principal (in the aggregate original amount of $950,000,000, consisting of the USD Tranche in the amount of $675,000,000 and the EUR Sub-Tranche in the amount of €253,571,429), interest (at SOFR + 425 basis points per annum for the USD Tranche and EURIBOR + 425 basis points per annum for the EUR Sub-Tranche, in each case as more particularly described in the Term Loan Credit Agreement), fees (including any arrangement fee, commitment fee, or other fee payable thereunder), premiums, expenses, indemnification obligations, and all other amounts payable by any Grantor thereunder or in connection therewith.
"Term Loan Secured Parties" means, collectively, the Term Loan Agent, the Term Loan Collateral Agent, and the Term Loan Lenders.
"UCC" means the Uniform Commercial Code as from time to time in effect in the State of New York or, when the laws of any other State govern the perfection or the effect of perfection or non-perfection of any security interest, the Uniform Commercial Code as in effect in such State.
"USD Tranche" means the dollar-denominated portion of the Term Loan Facility in the aggregate original principal amount of $675,000,000.
"Virginia Property" means the real property located at 4500–4550 Dominion Ridge Boulevard, Ashburn, Loudoun County, Virginia 20147, consisting of approximately 142 acres (Tax Parcel Nos. 087-27-1234 and 087-27-1235), together with all improvements, buildings, structures, fixtures, easements, and appurtenances thereto, as more particularly described in the Deed of Trust, and encumbered by the Deed of Trust.
Section 1.02 — Rules of Construction
(a) Unless the context otherwise requires, (i) references to "Articles," "Sections," "Exhibits," and "Schedules" are to the articles, sections, exhibits, and schedules of this Agreement, (ii) all references to any agreement, document, or instrument mean such agreement, document, or instrument as amended, restated, supplemented, or otherwise modified from time to time, (iii) section headings and captions are for convenience of reference only and shall not affect the interpretation of this Agreement, (iv) defined terms in the singular include the plural and vice versa, (v) the word "including" (and variations thereof) means "including, without limitation," (vi) references to any statute, law, or regulation shall be deemed to include all amendments thereto and successor provisions, (vii) references to any Person include such Person's successors and permitted assigns, and (viii) references to "dollars," "$," or "USD" mean lawful money of the United States of America, and references to "euros," "EUR," or "€" mean the single currency of the participating member states of the European Union.
(b) References to German legal concepts and instruments used herein shall be construed in accordance with the laws of the Federal Republic of Germany to the extent applicable. Without limiting the generality of the foregoing, references to security interests in respect of German Collateral shall be deemed to include, as the context may require, Grundschulden (land charges), Globalzessionen (global assignments of receivables), Kontoverpfändungen (account pledges), Sicherungsübereignungen (security transfers of movable assets), and Anteilsverpfändungen (share pledges), each as defined and governed by the applicable German Security Documents and German law.
(c) In the event of any conflict between the provisions of this Agreement and the provisions of any Credit Agreement or any security document, the provisions of this Agreement shall control as between the Authorized Representatives and the Secured Parties.
Section 1.03 — Governing Law
(a) This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without regard to the conflict of laws principles thereof (other than Section 5-1401 of the New York General Obligations Law, which shall apply).
(b) The German Security Documents and all rights and obligations thereunder shall be governed by the laws of the Federal Republic of Germany, as provided in such German Security Documents. Nothing in this Agreement shall be construed to override, supersede, or conflict with the governing law provisions contained in any German Security Document, provided that, as among the parties hereto, the relative priority, application of proceeds, and enforcement provisions of this Agreement shall control to the extent permitted by applicable law.
ARTICLE II — LIEN PRIORITY
Section 2.01 — Relative Lien Priority
(a) The liens on the Shared Collateral securing the Revolving Credit Obligations and the liens on the Shared Collateral securing the Term Loan Obligations are, and shall at all times remain, equal and ratable first-priority liens. Neither the liens securing the Revolving Credit Obligations nor the liens securing the Term Loan Obligations shall be senior or subordinate to the other with respect to their status as security interests in the Shared Collateral.
(b) Notwithstanding the foregoing equal lien priority, the Revolving Credit Obligations shall constitute "Super-Senior Obligations" and shall be entitled to priority in the application of proceeds of Shared Collateral received in connection with any Enforcement Action, Insolvency Proceeding, or other realization on Shared Collateral, as set forth in Article III hereof. Such Super-Senior status reflects an agreement among the Secured Parties regarding the allocation of proceeds and does not constitute, and shall not be construed as, a subordination of the liens securing the Term Loan Obligations to the liens securing the Revolving Credit Obligations. Both sets of liens remain first-priority liens at all times.
(c) The priorities established by this Section 2.01 shall not be altered or otherwise affected by: (i) any amendment, modification, supplement, extension, renewal, restatement, refunding, replacement, or refinancing of any First Lien Obligation or any security document; (ii) the filing date, recording date, or order of perfection of any lien securing any First Lien Obligation; (iii) any deficiency in the perfection of, or the failure to perfect, any lien securing any First Lien Obligation; (iv) the order in which the applicable Credit Agreements were executed or delivered; or (v) the taking or failure to take any action by any Secured Party.
Section 2.02 — Prohibition on Contesting Liens
(a) Each Authorized Representative, on behalf of itself and the Secured Parties it represents, hereby agrees that it shall not (and hereby waives any right to) challenge, contest, object to, question, or support any other Person in challenging, contesting, objecting to, or questioning the validity, enforceability, perfection, priority, or extent of any lien held by any other Secured Party on any Shared Collateral, whether in any Insolvency Proceeding or otherwise, in any court or tribunal, or before any governmental authority.
(b) The prohibition set forth in this Section 2.02 applies to all liens on Shared Collateral, including, without limitation:
(i) liens on Domestic Collateral perfected by (A) UCC-1 financing statements filed with the Delaware Secretary of State (for filings against the Company, as a Delaware limited liability company, and Ironhaven Holdings Inc., as a Delaware corporation) and the Loudoun County Circuit Court (for fixture filings relating to the Virginia Property), (B) recordation of the Deed of Trust in the land records of Loudoun County, Virginia, and (C) DACAs with respect to deposit accounts; and
(ii) liens on German Collateral perfected by (A) registration of the Grundschuld at the Grundbuchamt Frankfurt am Main-Ost, (B) notification and acknowledgment procedures with respect to the Globalzession, (C) notification to NordBrücke AG with respect to the Kontoverpfändung, (D) identification and marking procedures with respect to the Sicherungsübereignung, and (E) notarization and registration of the Anteilsverpfändungsvertrag.
Section 2.03 — No New Liens; Equal Security
(a) If, at any time after the Signing Date, any Grantor grants a lien on any asset to secure any First Lien Obligation (whether pursuant to a Credit Agreement, a security document, or otherwise), such Grantor shall concurrently (or, if concurrence is not practicable, as promptly as practicable thereafter) grant an equal and ratable lien on such asset to secure all other First Lien Obligations then outstanding.
(b) The obligation set forth in Section 2.03(a) applies to after-acquired property and future collateral of every kind and description, wherever located, and whether now existing or hereafter arising.
(c) Each Authorized Representative agrees to cooperate in good faith to facilitate the prompt documentation and perfection of any such additional liens, including the execution and delivery of any security agreements, financing statements, notarial instruments, or other documents reasonably necessary to effect such liens.
Section 2.04 — Perfection
(a) Each Authorized Representative is solely responsible for perfecting and maintaining the perfection of the liens securing the obligations it represents. No Authorized Representative has, and none shall be deemed to have, any duty, obligation, or responsibility to any other Authorized Representative or any other Secured Party to perfect, maintain the perfection of, or take any action with respect to the perfection of any lien on any Shared Collateral held by or for the benefit of any other Secured Party.
(b) For the avoidance of doubt, UCC-1 financing statements for the benefit of the Term Loan Secured Parties have been prepared by Calderwood & Harkness LLP for filing with (i) the Delaware Secretary of State (for filings against the Company, as debtor, and Ironhaven Holdings Inc., as debtor) and (ii) the Loudoun County Circuit Court (for fixture filings with respect to the Virginia Property). Separate UCC-1 financing statements have been, or shall be, filed for the benefit of the Revolving Secured Parties in the same filing offices.
(c) The failure of any Authorized Representative to perfect or maintain the perfection of any lien shall not affect the relative priorities established by this Agreement, which shall apply regardless of any such failure.
Section 2.05 — German Collateral — Parallel Debt Structure
(a) The parties hereto acknowledge and agree that the German-law security is held by Pinnacle Trust Company, N.A., acting through its London branch, as Security Trustee (Sicherheitentreuhänder) pursuant to the German Parallel Debt and Security Trust Agreement (Sicherheitentreuhandvertrag). The Parallel Debt has been created as an abstract payment obligation (abstraktes Schuldanerkenntnis) in order to provide the Security Trustee with a claim (Forderung) that is capable of being secured by the German Collateral under German law, which claim mirrors the aggregate outstanding Secured Obligations at all times.
(b) The Security Trustee holds the German Collateral for the benefit of all Secured Parties, including both the Revolving Secured Parties and the Term Loan Secured Parties. The Security Trustee's administration and enforcement of the German Collateral shall at all times be subject to, and governed by, the waterfall priorities established in Article III of this Agreement.
(c) To the extent required by German law, the enforcement of the German Collateral shall also be governed by the provisions of the Sicherungszweckerklärung (security purpose declaration), which shall be interpreted consistently with this Agreement. In the event of any conflict between the Sicherungszweckerklärung and this Agreement regarding the relative entitlements of the Secured Parties to proceeds of German Collateral, the provisions of this Agreement shall control as among the parties hereto, to the extent permitted by German law.
Section 2.06 — Additional First Lien Obligations
(a) If, at any time after the Signing Date, the Company, the Co-Borrower, or any other Grantor incurs additional indebtedness that (i) is permitted to be incurred under the Term Loan Credit Agreement and the Revolving Credit Agreement, (ii) is to be secured by liens on the Shared Collateral, and (iii) is intended to share equal first-priority lien status with the existing First Lien Obligations, then, as a condition precedent to any such additional indebtedness constituting Additional First Lien Obligations entitled to the benefits of this Agreement, the authorized representative of such additional obligations shall execute and deliver a joinder agreement in substantially the form attached hereto as Exhibit A.
(b) Upon execution and delivery of such joinder agreement (and satisfaction of any conditions set forth therein), such Additional First Lien Obligations shall share equal lien priority with the existing First Lien Obligations on the Shared Collateral and shall be subject to the same waterfall provisions set forth in Article III, applied in the order specified therein.
(c) No Additional First Lien Obligations shall be entitled to Super-Senior status unless expressly agreed in writing by the Term Loan Agent and the Required Lenders under the Term Loan Credit Agreement.
ARTICLE III — APPLICATION OF PROCEEDS; WATERFALL
Section 3.01 — Application of Proceeds of Shared Collateral
All proceeds of Shared Collateral received by any Authorized Representative or the Security Trustee in connection with any Enforcement Action, Insolvency Proceeding, or any other realization upon, collection of, or receipt from Shared Collateral (including any insurance proceeds treated as proceeds of Shared Collateral pursuant to Section 3.05 and any proceeds of German Collateral received pursuant to Section 3.06) shall be applied by the applicable Authorized Representative or the Security Trustee in the following order of priority:
First, to the payment of all costs and expenses of the Collateral Agents incurred in connection with such realization, collection, enforcement, or receipt, including, without limitation, (i) the reasonable fees and disbursements of counsel (including in-house counsel charges allocated to such matters), (ii) the fees and expenses of any receiver, auctioneer, appraiser, or other professional retained in connection therewith, (iii) any taxes, assessments, or other charges required to be paid in connection with such realization, and (iv) the fees and expenses of Pinnacle Trust Company, N.A. (in its capacity as Term Loan Collateral Agent and Security Trustee), which fees are payable in the aggregate amount of $200,000 per annum ($125,000 per annum for domestic collateral agent services and $75,000 per annum for German Security Trustee services), and the fees and expenses of the Revolver Agent (in its capacity as collateral agent under the Revolving Credit Agreement), in each case to the extent not previously reimbursed;
Second, to the payment in full in cash of all Super-Senior Obligations (i.e., all Revolving Credit Obligations), including all principal, interest (including default interest, if applicable), fees, premiums, expenses, indemnification obligations, and all other amounts owing under the Revolving Credit Agreement, until the Revolving Credit Obligations are Paid in Full (for the avoidance of doubt, the committed amount of the Revolving Credit Facility is $100,000,000, plus all accrued and unpaid interest, fees, expenses, and other amounts outstanding thereunder);
Third, to the payment in full in cash of all Term Loan Obligations, including all principal (in the aggregate original amount of $950,000,000), interest (at SOFR + 425 basis points per annum for the USD Tranche and EURIBOR + 425 basis points per annum for the EUR Sub-Tranche, together with any applicable default interest), fees (including any accrued and unpaid arrangement fee, administrative agent fee, or other amounts), premiums (including any prepayment premium, if applicable), expenses, indemnification obligations, and all other amounts owing under the Term Loan Credit Agreement, until the Term Loan Obligations are Paid in Full, applied ratably among the Term Loan Lenders in accordance with their respective Pro Rata Shares;
Fourth, to the payment in full in cash of all Additional First Lien Obligations (if any), in such order of priority as may be specified in the applicable joinder agreement or, if no such order is specified, ratably among the holders of such Additional First Lien Obligations; and
Fifth, after all First Lien Obligations have been Paid in Full and all commitments thereunder have been terminated, the remainder, if any, to the Grantors or as a court of competent jurisdiction may otherwise direct.
Section 3.02 — Turnover
(a) If any Term Loan Secured Party receives any proceeds of Shared Collateral (whether by way of distribution, set-off, realization, or otherwise) that should have been applied to the payment of the Super-Senior Obligations in accordance with the waterfall set forth in Section 3.01 (i.e., at a time when the Super-Senior Obligations have not been Paid in Full), then such Term Loan Secured Party shall hold such proceeds in trust for the benefit of the Revolving Secured Parties and shall promptly (and in any event within five (5) business days of receipt) turn over and pay such proceeds to the Revolver Agent for application in accordance with Section 3.01.
(b) If any Revolving Secured Party receives any proceeds of Shared Collateral that should have been applied to the prior payment of costs and expenses of the Collateral Agents in accordance with the "First" clause of Section 3.01, then such Revolving Secured Party shall hold such excess proceeds in trust and shall promptly (and in any event within five (5) business days of receipt) turn over and pay such proceeds to the applicable Collateral Agent for application in accordance with Section 3.01.
(c) Any amounts received by a Secured Party in contravention of this Article III that are required to be turned over pursuant to this Section 3.02 shall not constitute a payment on account of any obligation of any Grantor to such Secured Party.
Section 3.03 — Separate Collateral
If at any time any collateral secures only one class of First Lien Obligations (whether the Revolving Credit Obligations, the Term Loan Obligations, or any Additional First Lien Obligations) and does not secure any other class of First Lien Obligations, such collateral shall not constitute Shared Collateral and shall not be subject to the provisions of this Article III. Proceeds of any such separate collateral may be applied by the relevant Secured Parties in accordance with the terms of the applicable Credit Agreement and security documents without regard to this Agreement.
Section 3.04 — Payments on Account of First Lien Obligations
Nothing in this Agreement shall be construed to restrict, limit, or condition (a) the making or receipt of regularly scheduled payments of principal, interest, fees, or other amounts under either Credit Agreement, in each case paid from the general assets of the Grantors (as distinct from proceeds of Shared Collateral received in connection with an Enforcement Action or Insolvency Proceeding), (b) the making or receipt of any voluntary or mandatory prepayment under either Credit Agreement (including, without limitation, the 75%/50%/25% Excess Cash Flow sweep under the Term Loan Credit Agreement, any mandatory prepayment upon a sale of assets, any mandatory prepayment from the proceeds of the incurrence of indebtedness, and the mandatory prepayment at 101% of outstanding principal plus accrued interest upon a Change of Control under the Term Loan Credit Agreement), in each case paid from the general assets of the Grantors, or (c) the receipt by any Secured Party of any payment, distribution, or proceeds from the general assets of any Grantor that does not constitute proceeds of Shared Collateral received in connection with an Enforcement Action or Insolvency Proceeding.
Section 3.05 — Insurance Proceeds
(a) Insurance proceeds received from policies placed by or through Calloway & Strand Insurance Brokers, Inc. (or any successor broker or agent), including builder's risk, property (all risk), and business interruption policies, in each case naming Pinnacle Trust Company, N.A. (as Term Loan Collateral Agent) as loss payee and/or additional insured, and naming the Revolver Agent as loss payee and/or additional insured, shall be treated as proceeds of Shared Collateral and shall be applied in accordance with the waterfall set forth in Section 3.01.
(b) Notwithstanding Section 3.05(a), to the extent that the applicable Credit Agreements (or both Credit Agreements, if both contain such provisions) permit the Company or any Grantor to apply insurance proceeds to the repair, restoration, or replacement of the damaged or destroyed Shared Collateral, such insurance proceeds may be so applied by the Company without regard to the waterfall in Section 3.01, provided that the Company complies with the conditions and requirements set forth in the applicable Credit Agreement(s) for such repair, restoration, or replacement use.
Section 3.06 — Application of Proceeds of German Collateral
(a) All proceeds of German Collateral (including, without limitation, proceeds from enforcement of the Grundschuld over the Frankfurt Property, whether by court-administered foreclosure (Zwangsversteigerung) or private sale, proceeds from the realization on receivables assigned under the Globalzession, proceeds from accounts pledged under the Kontoverpfändung at NordBrücke AG, proceeds from the sale of movable assets subject to the Sicherungsübereignung, and proceeds from the enforcement of the share pledge under the Anteilsverpfändungsvertrag) shall first be received by the Security Trustee and thereafter applied in accordance with the waterfall set forth in Section 3.01.
(b) To the extent that any proceeds of German Collateral are denominated in euros, such proceeds shall be converted to U.S. dollars at the prevailing spot exchange rate (as quoted by Westmark Services Inc. or, if unavailable, by a major money center bank selected by the Revolver Agent) for purposes of determining the amount of U.S. dollar-denominated obligations satisfied thereby. The conversion shall be effected on the business day on which such proceeds are distributed in accordance with Section 3.01, or, if not practicable on such date, on the next succeeding business day.
(c) The Security Trustee shall provide prompt notice to each Authorized Representative upon receipt of any proceeds of German Collateral, specifying the amount and currency thereof.
ARTICLE IV — ENFORCEMENT
Section 4.01 — Controlling Secured Parties — Enforcement Rights
(a) The Revolving Secured Parties, acting through the Revolver Agent, shall be the "Controlling Secured Parties" with respect to all Shared Collateral. The Revolver Agent (acting at the direction of the Required Lenders under the Revolving Credit Agreement or as otherwise authorized thereunder) shall have the exclusive right to direct and control all Enforcement Actions with respect to the Shared Collateral, including, without limitation, the right to determine whether, when, and in what manner to exercise rights and remedies available under the applicable security documents, applicable law, and this Agreement, subject to the provisions of this Article IV.
(b) Without limiting the generality of the foregoing, the Controlling Secured Parties may exercise all rights and remedies available to a secured party under (i) the UCC (including the right to conduct a disposition of collateral under Section 9-610 of the UCC), (ii) Virginia law (including the right to foreclose under the Deed of Trust encumbering Tax Parcel Nos. 087-27-1234 and 087-27-1235 in Loudoun County), (iii) German law (including the right to enforce the Grundschuld over the Frankfurt Property by means of Zwangsvollstreckung or otherwise, to realize upon receivables assigned under the Globalzession, to exercise rights under the Kontoverpfändung, and to enforce the Anteilsverpfändungsvertrag), and (iv) applicable law generally.
(c) The Controlling Secured Parties shall have no duty or obligation to exercise any rights or remedies with respect to the Shared Collateral and shall not be liable to the Non-Controlling Secured Parties for any failure or delay in exercising any such rights or remedies, except as expressly provided in Section 4.02.
Section 4.02 — Standstill of Non-Controlling Secured Parties
(a) Following the occurrence and during the continuance of an Event of Default under the Term Loan Credit Agreement, the Term Loan Secured Parties (as Non-Controlling Secured Parties) shall not take any Enforcement Action with respect to any Shared Collateral unless and until:
(i) the Term Loan Agent has delivered an Enforcement Notice to the Revolver Agent notifying the Revolver Agent of the occurrence and continuance of such Event of Default and the Term Loan Secured Parties' desire to commence Enforcement Actions; and
(ii) a period of 180 calendar days (the "Standstill Period") has elapsed from the date of delivery of such Enforcement Notice, unless the Controlling Secured Parties have, prior to the expiration of such Standstill Period, commenced and are diligently pursuing an Enforcement Action with respect to all or a material portion of the Shared Collateral.
(b) If, upon expiration of the Standstill Period, the Controlling Secured Parties have not commenced and are not diligently pursuing an Enforcement Action with respect to the Shared Collateral, then the Non-Controlling Secured Parties may, subject to the remaining provisions of this Agreement (including the waterfall provisions of Article III), initiate Enforcement Actions with respect to the Shared Collateral. Any proceeds received by the Non-Controlling Secured Parties in connection with any such Enforcement Action shall be applied in accordance with the waterfall set forth in Section 3.01.
(c) If, during the Standstill Period, the Controlling Secured Parties commence and diligently pursue an Enforcement Action, a new Standstill Period shall commence and the Non-Controlling Secured Parties shall again be subject to the standstill provisions of this Section 4.02 with respect to such Enforcement Action.
(d) For purposes of this Section 4.02, the Controlling Secured Parties shall be deemed to be "diligently pursuing" an Enforcement Action if they have (i) commenced a judicial or non-judicial foreclosure, (ii) engaged a broker, auction company, or investment bank to market and sell the Shared Collateral, (iii) filed a motion for relief from stay in an Insolvency Proceeding, or (iv) taken other commercially reasonable steps to realize upon the Shared Collateral.
Section 4.03 — No Interference
(a) The Non-Controlling Secured Parties shall not take any action that would interfere with, impede, delay, hinder, or otherwise prejudice any Enforcement Action commenced or pursued by the Controlling Secured Parties, including, without limitation, (i) filing any pleading, motion, or objection in any court, administrative proceeding, or Insolvency Proceeding that challenges, opposes, or seeks to prevent any Enforcement Action by the Controlling Secured Parties, (ii) seeking or obtaining any injunction, restraining order, or other relief that would prevent, delay, or impair any Enforcement Action by the Controlling Secured Parties, or (iii) exercising any set-off or recoupment right against any account or funds held by a Grantor if such exercise would impair the Controlling Secured Parties' ability to realize upon the Shared Collateral.
(b) The Non-Controlling Secured Parties shall not object to any sale, foreclosure, disposition, or other realization directed by the Controlling Secured Parties with respect to any Shared Collateral, including the price, manner, time, or terms of any such sale, foreclosure, disposition, or realization; provided that the proceeds thereof are distributed in accordance with the waterfall set forth in Article III.
Section 4.04 — Commercially Reasonable Exercise
All Enforcement Actions with respect to the Shared Collateral, whether conducted by the Controlling Secured Parties or (following the expiration of the Standstill Period) by the Non-Controlling Secured Parties, shall be conducted in a commercially reasonable manner in compliance with (a) Article 9 of the UCC (including Section 9-610 thereof), (b) Virginia law (with respect to foreclosure under the Deed of Trust on the Virginia Property, including the requirements of Chapter 22 of Title 55.1 of the Code of Virginia, as applicable), and (c) German law (with respect to the enforcement of the German Collateral, including the provisions of the Zwangsversteigerungsgesetz (ZVG) with respect to enforcement of the Grundschuld, and any applicable requirements of the Bürgerliches Gesetzbuch (BGB) with respect to the realization on other German-law security).
Section 4.05 — Cooperation; Access to Information
(a) Each Authorized Representative shall provide reasonable cooperation to each other Authorized Representative in connection with any Enforcement Action, including, without limitation, (i) sharing copies of appraisals and valuations (including the most recent MAI appraisal of the Virginia Property and Frankfurt Property prepared by Meridian Valuation Group, LLC), (ii) sharing copies of environmental reports (including the Phase I and Phase II Environmental Site Assessments prepared by Greenline Environmental Solutions, Inc.), (iii) sharing title information (including the title insurance policy issued by Keystone Title Guaranty Company with respect to the Virginia Property and the Grundbuchauszug with respect to the Frankfurt Property), (iv) providing access to the Shared Collateral for inspection and due diligence purposes, and (v) providing such other information as may be reasonably requested in connection with the enforcement process.
(b) Each Authorized Representative shall bear its own costs and expenses in connection with any cooperation provided under this Section 4.05, unless otherwise agreed in writing by the Authorized Representatives.
Section 4.06 — Release of Liens
(a) If the Controlling Secured Parties (or, following expiration of the Standstill Period, the Non-Controlling Secured Parties) conduct a sale, disposition, or other realization of any Shared Collateral in connection with an Enforcement Action, all liens of the Non-Controlling Secured Parties on such Shared Collateral (and, if applicable, all liens of the Controlling Secured Parties) shall be automatically and unconditionally released upon the consummation of such sale, disposition, or other realization, without the need for any further action, consent, or approval by any Secured Party. The proceeds of such sale, disposition, or other realization shall be applied in accordance with the waterfall set forth in Section 3.01.
(b) Any such release shall include, without limitation, (i) the release and termination of UCC financing statements (by filing of UCC-3 termination statements), (ii) the release and reconveyance of the Deed of Trust (by recordation of a deed of release in the land records of Loudoun County, Virginia), (iii) the release of the Grundschuld (by filing a Löschungsbewilligung with the Grundbuchamt Frankfurt am Main-Ost), and (iv) the release of all other security interests in the disposed Shared Collateral, including the release of any Globalzession, Kontoverpfändung, Sicherungsübereignung, or Anteilsverpfändung, in each case as applicable to the disposed collateral.
(c) Each Authorized Representative and the Security Trustee hereby irrevocably authorize and direct each other Authorized Representative (and the Security Trustee, as applicable) to execute, deliver, and file or record all instruments, documents, and filings necessary or reasonably requested to effect any release contemplated by this Section 4.06, and each Authorized Representative and the Security Trustee hereby appoint each other Authorized Representative as its attorney-in-fact for such purpose, which appointment is coupled with an interest and shall be irrevocable until the termination of this Agreement.
Section 4.07 — German Collateral Enforcement Provisions
(a) The enforcement of the German Collateral shall be subject to the requirements and procedures of German law, including, without limitation, applicable notice periods, court-administered foreclosure proceedings (Zwangsvollstreckung, including Zwangsversteigerung for real property and Zwangsverwaltung for the administration of real property), and private sale procedures to the extent permitted under the applicable German Security Documents and German law.
(b) The Security Trustee (Pinnacle Trust Company, N.A., acting through its London branch) shall act on instructions from the Controlling Secured Parties (or, following expiration of the Standstill Period, the Non-Controlling Secured Parties, as applicable) in respect of the enforcement of the German Collateral. The Security Trustee shall not be required to take any enforcement action with respect to the German Collateral absent such instructions, and shall be entitled to rely on such instructions without independent verification.
(c) The parties hereto acknowledge and agree that Grundschuld enforcement in Germany may be subject to separate procedural requirements under the Zwangsversteigerungsgesetz (ZVG) and other applicable German law, including, without limitation, the requirement for a vollstreckbare Ausfertigung (enforceable certified copy) of the notarial deed creating the Grundschuld. The parties agree to cooperate in good faith in connection with any parallel enforcement proceedings conducted in the United States and Germany, and to take such actions as may be reasonably necessary to facilitate the orderly and efficient enforcement of the Shared Collateral in both jurisdictions.
(d) To the extent that enforcement of the German Collateral requires the involvement or cooperation of any German court, notary, Grundbuchamt, or other governmental authority, the parties shall cooperate in providing all necessary information, documents, and powers of attorney to facilitate such enforcement. All costs and expenses of such enforcement shall be treated as costs and expenses payable under the "First" clause of the waterfall in Section 3.01.
ARTICLE V — INSOLVENCY PROCEEDINGS
Section 5.01 — Filing and Voting
(a) In any Insolvency Proceeding (whether commenced under the Bankruptcy Code, the German Insolvenzordnung (InsO), or any other applicable insolvency, bankruptcy, or restructuring law in any jurisdiction), each Authorized Representative shall have the right, on behalf of itself and the Secured Parties it represents, to file proofs of claim, make motions, and take other actions in such Insolvency Proceeding as may be permitted by law.
(b) Each Authorized Representative shall have the right to vote on behalf of its Secured Parties in connection with any plan of reorganization, plan of liquidation, arrangement, composition, or similar proposal submitted in any Insolvency Proceeding. Nothing in this Agreement shall be construed to restrict or limit any Authorized Representative's right to vote to accept or reject any such plan or proposal.
(c) The Super-Senior priority and the waterfall provisions established in Article III of this Agreement shall continue to apply in full force and effect in any Insolvency Proceeding, and each Authorized Representative and each Secured Party agrees not to take any action in any Insolvency Proceeding that is inconsistent with the priorities, rights, and obligations set forth in this Agreement.
Section 5.02 — DIP Financing
If the Company, any Grantor, or any debtor in an Insolvency Proceeding seeks to obtain DIP Financing, the Non-Controlling Secured Parties shall not object to, contest, or oppose such DIP Financing if the following conditions are satisfied:
(a) the Controlling Secured Parties (acting through the Revolver Agent) have consented to such DIP Financing;
(b) the Non-Controlling Secured Parties retain their liens on the Shared Collateral (subject to the liens securing such DIP Financing and the Super-Senior Obligations, but otherwise on terms not materially less favorable than the terms of the liens existing immediately prior to the commencement of the Insolvency Proceeding); and
(c) the Non-Controlling Secured Parties are provided Adequate Protection in connection with any priming or subordination of their liens, which Adequate Protection may include, without limitation, replacement liens on the same or substantially similar collateral, superpriority administrative expense claims under Section 507(b) of the Bankruptcy Code, periodic cash interest payments, or other forms of Adequate Protection as may be ordered by the court or agreed among the par

FIRST LIEN / SUPER-SENIOR INTERCREDITOR AGREEMENT

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