Contract analysis

Section 1.1 — Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the Recitals above. (a) "Agreement" means this Cross-Access and Utility Easement Agreement, including all exhibits attached hereto and incorporated herein by reference, as the same may be amen

Section 1.2 — Rules of Construction. In this Agreement, except as otherwise expressly provided or unless the context otherwise requires: (a) This Agreement shall be governed by, construed, and enforced in accordance with the laws of the Commonwealth of Virginia, without regard to its conflict of laws principles. (b) References to any statute, law, ordinance, or regulation include all amendments, re-enactments, replac

ARTICLE 2 — GRANT OF ACCESS EASEMENTS

Section 2.1 — Reciprocal Vehicular and Pedestrian Access Easement. The Declarant, as the fee simple owner of both the Stonebridge Parcel and the Meridian Parcel, hereby grants, declares, and establishes a perpetual, non-exclusive, reciprocal easement for vehicular and pedestrian ingress and egress over, across, upon, and through the Common Access Areas of each Parcel for the benefit of the other Parcel (the "Access E

Section 2.2 — Construction Access Easement. In addition to the perpetual Access Easement established in Section 2.1, the Declarant hereby grants, declares, and establishes a temporary, non-exclusive easement (the "Construction Access Easement") across both the Stonebridge Parcel and the Meridian Parcel for purposes of construction staging, material storage and laydown, heavy equipment routing, crane placement and ope

Section 2.3 — Emergency Access Easement. The Declarant hereby grants, declares, and establishes a perpetual, non-exclusive easement (the "Emergency Access Easement") across both the Stonebridge Parcel and the Meridian Parcel for emergency vehicle access, including without limitation access by fire apparatus, emergency medical services vehicles, law enforcement vehicles, and hazardous materials response vehicles. The

Section 2.4 — Location and Depiction. The Common Access Areas, construction staging areas, and emergency access routes described in Sections 2.1 through 2.3 are depicted on the Easement Plat attached hereto as Exhibit B, which was prepared by Lumen Ridge Engineering, PLLC (Carlos Esteban, PE, Virginia Registration No. 0402-048712), the civil and site design engineer of record for the Campus. The Declarant reserves th

ARTICLE 3 — GRANT OF UTILITY EASEMENTS

Section 3.1 — Reciprocal Utility Easement. The Declarant hereby grants, declares, and establishes a perpetual, non-exclusive, reciprocal easement (the "Utility Easement") across each Parcel for the installation, construction, operation, maintenance, repair, replacement, upgrade, and removal of Utility Systems serving the Campus. The Utility Easement shall constitute an easement appurtenant, shall run with the land, a

Section 3.2 — Utility Easement Corridors. The utility easement corridors within which the Utility Systems described in Section 3.1 are to be installed, or within which they are permitted to be installed, are depicted on the Easement Plat attached hereto as Exhibit B and on the Utility Plan attached hereto as Exhibit C, each prepared by Lumen Ridge Engineering, PLLC (Carlos Esteban, PE). The minimum widths of the util

Section 3.3 — Electrical Distribution from Substation. Without limiting the generality of the Utility Easement granted in Section 3.1, the Declarant hereby grants, declares, and establishes a specific perpetual, non-exclusive easement (the "Electrical Distribution Easement") for the installation, construction, operation, maintenance, repair, replacement, upgrade, and removal of electrical distribution lines, cables,

Section 3.4 — Telecommunications Pathway Easement. Without limiting the generality of the Utility Easement granted in Section 3.1, the Declarant hereby grants, declares, and establishes a specific perpetual, non-exclusive easement (the "Telecommunications Pathway Easement") for the installation, construction, operation, maintenance, repair, replacement, upgrade, and removal of diverse-path fiber optic and telecommuni

Section 3.5 — Right to Install, Maintain, and Repair. The Owner of the Benefited Parcel, and its designated agents, contractors, employees, and utility providers (including, without limitation, VPC, Loudoun Water, and any telecommunications carriers), shall have the right at all reasonable times to enter upon the Burdened Parcel within the designated utility easement corridors for the purpose of installing, construct

Section 3.6 — Reservation for Future Utility Needs. The Declarant hereby reserves the right, for itself and its successors and assigns as Owner of either Parcel, to designate additional utility easement corridors on either Parcel as may be reasonably necessary for future campus expansion, additional utility capacity, or additional utility services not contemplated as of the Effective Date. Such designation shall be m

ARTICLE 4 — GRANT OF INFRASTRUCTURE AND SHARED FACILITIES EASEMENTS

Section 4.1 — Central Utility Plant Easement. The central utility plant for the Campus is to be constructed on the Stonebridge Parcel. The central utility plant is designed to provide chilled water, condenser water, and other central mechanical plant services to all data center buildings on the Campus. The Declarant hereby grants, declares, and establishes a perpetual, non-exclusive easement (the "Central Utility Pla

Section 4.2 — Stormwater Conveyance Easement. The Declarant hereby grants, declares, and establishes a perpetual, non-exclusive, reciprocal easement (the "Stormwater Conveyance Easement") across both the Stonebridge Parcel and the Meridian Parcel for the conveyance of stormwater runoff across the parcel boundary, including without limitation the passage of stormwater through detention and retention facilities, stormw

Section 4.3 — Signage and Wayfinding Easement. The Declarant hereby grants, declares, and establishes a perpetual, non-exclusive easement (the "Signage and Wayfinding Easement") across both the Stonebridge Parcel and the Meridian Parcel for the installation, maintenance, repair, replacement, illumination, and removal of campus identification signage, directional signage, wayfinding markers, address markers, and secur

Section 4.4 — Parking and Loading Easement. The Declarant hereby grants, declares, and establishes a perpetual, non-exclusive, reciprocal easement (the "Parking and Loading Easement") across both the Stonebridge Parcel and the Meridian Parcel for the use of structured parking areas, surface parking areas, and loading dock areas located on either Parcel by the users, occupants, employees, contractors, and invitees of

ARTICLE 5 — TERMS AND CONDITIONS OF EASEMENTS

Section 5.1 — Easements Run with the Land. All easements granted in this Agreement are appurtenant easements and shall run with the land, binding upon and inuring to the benefit of the Stonebridge Parcel and the Meridian Parcel, and their respective Owners, heirs, successors, and assigns, in perpetuity. The Declarant hereby declares that the easements established herein are intended to constitute covenants running wi

Section 5.2 — Non-Exclusive Nature. All easements granted in this Agreement are non-exclusive. The Owner of the Burdened Parcel retains the right to use the easement areas located on its Parcel for any purpose that is not inconsistent with, and does not materially interfere with, the easement rights granted herein. Without limiting the foregoing, the Owner of the Burdened Parcel may construct, install, and maintain i

Section 5.3 — No Interference. Neither the Declarant nor any successor Owner of either Parcel shall construct improvements, install landscaping, park vehicles, store materials or equipment, erect fencing or barriers, or take any other action that would materially obstruct, interfere with, or impair the easement rights granted in this Agreement. Without limiting the generality of the foregoing: (a) No Owner shall perm

Section 5.4 — Relocation of Easements. Subject to the terms and conditions set forth in this Section, the Owner of the Burdened Parcel may, from time to time, relocate any easement area established in this Agreement (other than the Substation Area, which is governed by the separate Substation Easement Agreement with VPC) to a different location on the Burdened Parcel, provided that all of the following conditions are

Section 5.5 — Duration. Each easement granted in this Agreement is perpetual and shall remain in full force and effect unless and until terminated by a written instrument executed by all then-current Owners of both the Stonebridge Parcel and the Meridian Parcel and consented to by all Lenders then holding a lien on either Parcel, which written instrument shall be recorded in the land records of Loudoun County, Virgin

ARTICLE 6 — MAINTENANCE AND REPAIR OBLIGATIONS

Section 6.1 — Common Access Areas. So long as both the Stonebridge Parcel and the Meridian Parcel are owned by the same Owner (including the Declarant), the Owner shall be solely responsible for the maintenance, repair, and replacement of all Common Access Areas on both Parcels, including without limitation internal campus roadways, fire lanes, shared parking areas, sidewalks, lighting, curbing, and related improveme

Section 6.2 — Utility Systems. Each Owner shall be responsible for the maintenance, repair, replacement, and operation of Utility Systems located within its own Parcel boundaries, except as follows: (a) If a specific utility line, conduit, pipe, or system located on one Parcel exclusively serves the other Parcel (and does not serve the Parcel on which it is located), the Owner of the served (Benefited) Parcel shall b

Section 6.3 — Shared Cost Mechanism. If the Stonebridge Parcel and the Meridian Parcel are at any time held by different Owners, the shared maintenance costs described in this Article 6 shall be allocated and collected as follows: (a) Budget. On or before December 1 of each calendar year, the Owner of the Stonebridge Parcel (or such other party as the Owners may designate as the "Managing Owner") shall prepare and de

Section 6.4 — Failure to Maintain — Self-Help. If an Owner fails to perform its maintenance obligations under this Article 6 within thirty (30) days after receipt of written notice from the other Owner specifying the nature of the deficiency and requesting that it be cured (the "Maintenance Cure Period"), or immediately in the case of an emergency condition (defined for purposes of this Section as a condition posing

Section 7.1 — Insurance Requirements. Each Owner shall maintain, or shall cause to be maintained, the following insurance coverages with respect to the Common Access Areas and easement corridors located on its Parcel: (a) Commercial General Liability Insurance. Comprehensive or commercial general liability insurance covering bodily injury, death, and property damage occurring in or about the Common Access Areas and e