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Extract to table / german-parallel-debt-security-trust.docx
german-parallel-debt-security-trust.docx
Parties
PARTIES Ironhaven Frankfurt GmbH
Ironhaven Data Centers LLC
Ironhaven Frankfurt GmbH
Ironhaven Holdings Inc
Their Roles Ironhaven Frankfurt GmbH
Pacific Rim Institutional Lending Corp
Euronova Digital GmbH
Mercer LLP
Dates
May 15, 2024
June 3, 2031
June 3, 2024
September 30, 2024
Amounts
$950,000,000
€253,571,429
$275,000,000
USD 1.0846
$675,000,000
$4.8
$150,000,000
$200,000,000
$175,000,000
$125,000,000
Obligations
In this Agreement, the following terms shall have the meanings set forth below, unless the context otherwise requires: "Administrative Agent" means Crescent Harbor Bank, N
2 Interpretation Rules In this Agreement, unless the context otherwise requires: (a) references to German legal concepts (including but not limited to abstraktes Schuldversprechen, Buchgrundschuld, Sicherungsübereignung, Globalzession, Kontoverpfändung, Anteilsverpfändung, Treuhand, Sicherungszweckerklärung, and similar terms) shall be interpreted in accordance with the laws of the Federal Republic of Germany; (b) headings and sub-headings are included for convenience of reference only and shall have no effect on the construction or interpretation of this Agreement; (c) references to "Sections" are to sections of this Agreement, and references to "Schedules" and "Annexes" are to the schedules and annexes to this Agreement, in each case unless otherwise stated; (d) references to any statutory provision (whether of German law, United States federal or state law, or European Union law) shall be construed as references to such provision as amended, re-enacted, consolidated, or replaced from time to time, and shall include any subordinate legislation made under such provision; (e) references to any agreement or document shall be construed as references to such agreement or document as amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms thereof; (f) words importing the singular shall include the plural, and vice versa, and words importing a gender shall include all genders; (g) the words "include", "includes", and "including" shall be deemed to be followed by the phrase "without limitation"; (h) references to "writing" or "written" shall include any mode of reproducing words in a legible and non-transitory form, including by facsimile transmission and electronic mail (to the extent permitted by applicable law); and (i) in the event of a conflict between the German language version and the English language version of any defined term used herein, or any provision of the German Security Documents, the German language meaning shall prevail for purposes of the interpretation and enforcement of the German-law security interests
To the extent that the Parallel Debt includes obligations denominated in both EUR and USD, the Security Trustee shall maintain separate records of the EUR-denominated and USD-denominated components of the Parallel Debt
In the absence of a published ECB spot rate on the relevant date, the rate published on the immediately preceding business day shall be used
(b) No Secured Creditor shall have a direct claim against the Obligors under this Agreement
4 Reduction of the Parallel Debt The Parallel Debt shall be reduced to the extent that the corresponding Secured Obligations are irrevocably and unconditionally paid or discharged