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 defined herein shall have the meanings ascribed to them elsewhere in this Agreement or in the Recitals. "Agreement" means this Stormwater Management Facility Easement and Maintenance Agreement, as it may be amended, restated, supplemented, or otherwise modified from time t

ARTICLE II — GRANT OF EASEMENTS

Section 2.1 — Stormwater Management Easement Owner hereby grants, declares, and establishes a perpetual, non-exclusive easement and right-of-way over, upon, across, under, and through the Easement Areas for the construction, installation, operation, use, inspection, monitoring, maintenance, repair, replacement, removal, and reconstruction of the SWM Facilities (the "Stormwater Management Easement"). The Stormwater Ma

Section 2.2 — Access Easement for Inspection and Maintenance In addition to the Stormwater Management Easement, Owner hereby grants a perpetual, non-exclusive easement of access over and across the Property, including reasonable and practicable routes of ingress and egress from public rights-of-way, specifically Belmont Ridge Road (Virginia Route 659) and Stonebridge Boulevard, to and from each Easement Area, for the

Section 2.3 — Drainage Easement Owner hereby grants a perpetual, non-exclusive drainage easement across, over, under, and through the Easement Areas and all related stormwater conveyance corridors located on the Property for the collection, conveyance, detention, retention, treatment, and discharge of stormwater runoff generated by the Property, in accordance with the approved Site Plan, the FSM, the VSMA, and all ap

Section 2.4 — Easement Areas — Description and Depiction The Easement Areas are more particularly described and depicted on the survey plat attached hereto as Exhibit B, which survey plat has been prepared by Lumen Ridge Engineering, PLLC (Carlos Esteban, PE, project principal), based upon the ALTA/NSPS Land Title Survey of the Property to be completed on or before June 15, 2025. The legal descriptions of the Stonebr

Section 2.5 — Reservation of Rights Notwithstanding the grant of the easements set forth in this Article II, Owner expressly reserves the right to use the Easement Areas for purposes that are not inconsistent with the construction, operation, maintenance, and function of the SWM Facilities, including without limitation landscaping, passive open space, pedestrian walkways, and signage, provided that such use does not

Section 2.6 — Prohibition on Encumbrance of Easement Areas No structures, buildings, permanent improvements (other than the SWM Facilities themselves and appurtenances thereto), fill material, pavement, impervious surfaces, fences, walls, or other obstructions shall be placed, constructed, installed, or maintained within the Easement Areas without the prior written consent of the County. No alteration to the existing

ARTICLE III — CONSTRUCTION OF SWM FACILITIES

Section 3.1 — Initial Construction Owner shall construct the SWM Facilities in accordance with the approved Site Plan, the FSM, the VSMA, and all applicable DEQ regulations and permit conditions. Construction of the SWM Facilities shall be performed as part of the overall site civil work for the Stonebridge Campus under the Engineering, Procurement, and Construction Agreement (the "EPC Agreement") between Owner and T

Section 3.2 — Compliance with Approved Plans The SWM Facilities shall be constructed in strict compliance with the stormwater management plan and the erosion and sediment control plan approved by the County Department of Building and Development and DEQ as part of the site plan approval process for the Stonebridge Campus. Owner shall ensure that all construction activities within the Easement Areas are performed in a

Section 3.3 — As-Built Certification Upon completion of the construction of the SWM Facilities (or upon completion of each phase of the SWM Facilities if constructed in phases pursuant to Section 3.4), Owner shall submit to the County Department of Building and Development a complete set of as-built plans and drawings depicting the SWM Facilities as actually constructed, together with a written certification from a p

Section 3.4 — Phasing The SWM Facilities may be constructed in phases consistent with the phased development of the Stonebridge Campus, provided that each phase of construction shall include SWM Facilities sufficient to manage, detain, retain, treat, and discharge the stormwater runoff generated by the impervious area and land disturbance associated with that phase, as certified by the civil engineer of record. The a

ARTICLE IV — MAINTENANCE OBLIGATIONS

Section 4.1 — Owner's Duty to Maintain Owner shall maintain the SWM Facilities in good working order, condition, and repair at all times, in compliance with the Maintenance Plan attached as Exhibit C, the FSM, the VSMA, and all other applicable laws, regulations, permits, and approvals. The maintenance obligations set forth in this Article IV shall run with the land in perpetuity and shall be binding upon Owner and a

Section 4.2 — Scope of Maintenance Owner's maintenance obligations shall include, without limitation, the following activities and tasks, which are described in greater detail in the Maintenance Plan attached as Exhibit C: (a) Mowing and Vegetation Management. Mowing, trimming, and management of all vegetation within the Easement Areas, including turf grass, native plantings, and wetland vegetation, at a minimum freq

Section 4.3 — Maintenance Plan The specific maintenance tasks, schedules, performance standards, and inspection protocols for each SWM Facility component are set forth in the Stormwater Facility Maintenance Plan prepared by Lumen Ridge Engineering, PLLC, which is attached hereto as Exhibit C and incorporated herein by reference. The Maintenance Plan has been reviewed and approved (or is to be reviewed and approved) b

Section 4.4 — Maintenance Records and Reporting Owner shall maintain complete and accurate written records of all maintenance activities, inspections, repairs, and replacement work performed on the SWM Facilities and within the Easement Areas. Such records shall include, at a minimum, the following information for each maintenance activity or inspection: (a) the date on which the activity or inspection was performed;

Section 4.5 — Emergency Repairs In the event of a failure, breach, or imminent failure of any SWM Facility, or any condition affecting the SWM Facilities that poses an immediate threat to public health, safety, welfare, or to downstream property, Owner shall undertake emergency repairs and stabilization measures immediately, without waiting for prior authorization from the County. Emergency repairs may include, witho

Section 4.6 — Replacement and Reconstruction If any SWM Facility or component thereof reaches the end of its useful life, suffers catastrophic failure, or is damaged beyond the point at which reasonable repair can restore the facility to its design function and capacity, Owner shall reconstruct or replace such SWM Facility in accordance with the then-current provisions of the FSM, the VSMA, and all other applicable r

Section 5.1 — County's Right to Inspect The County, acting through its Department of Building and Development or its authorized designee (including any consultant, engineer, or contractor retained by the County for such purpose), shall have the right, at any reasonable time and upon reasonable prior notice to Owner of not less than forty-eight (48) hours, to enter upon the Easement Areas and the Property to inspect t

Section 5.2 — Owner's Obligation to Cooperate Owner shall provide the County and its authorized representatives with reasonable access to the Easement Areas and the Property for the purpose of conducting inspections under this Article V. Owner shall cooperate fully with the County during any inspection, including by making available all maintenance records, reports, and other documentation required to be maintained u

Section 5.3 — Inspection by Lender Summit National Bank, N.A., as Administrative Agent, and its successors and assigns, shall have the right (but not the obligation) to enter upon the Easement Areas and the Property to inspect the SWM Facilities and the Easement Areas in connection with the Lender's security interest in the Property under the Deed of Trust and the Construction Loan documents. Such inspection rights a

ARTICLE VI — COUNTY'S RIGHT TO PERFORM MAINTENANCE

Section 6.1 — Notice of Default in Maintenance If the County determines, following an inspection conducted pursuant to Article V or based upon other information available to the County, that Owner has failed to maintain any SWM Facility in accordance with this Agreement, the Maintenance Plan, the FSM, or applicable law, the County shall provide Owner with written notice specifying in reasonable detail the nature and

Section 6.2 — County's Right to Cure If Owner fails to cure the deficiency or noncompliance identified in a Maintenance Default Notice within the cure period specified therein (or within such shorter period as may be required in an emergency), the County shall have the right (but not the obligation) to enter upon the Easement Areas and the Property and to perform, or cause to be performed, the necessary maintenance,

Section 6.3 — Lien for Unreimbursed Costs Any costs and expenses incurred by the County under Section 6.2 that are not reimbursed by Owner within the thirty (30)-day payment period specified therein, together with the administrative fee, shall constitute a lien on the Property, which lien shall be enforceable by the County in the same manner and with the same priority as a lien for unpaid real estate taxes under the

Section 7.1 — Owner's Insurance Obligations Owner shall obtain and maintain, at its sole cost and expense, comprehensive general liability insurance covering the SWM Facilities and the Easement Areas with combined single limits of not less than One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) in the aggregate per policy period. Such insurance shall be issued by an insurance carrier

ARTICLE VIII — ENVIRONMENTAL MATTERS

Section 8.1 — Environmental Compliance Owner shall operate and maintain the SWM Facilities in compliance with all applicable environmental laws, statutes, regulations, ordinances, and permit conditions, including without limitation the VSMA, the Virginia Erosion and Sediment Control Law (Virginia Code §§ 62.1-44.15:51 et seq.), the federal Clean Water Act (33 U.S.C. §§ 1251 et seq.), and all regulations promulgated t

Section 8.2 — Prohibited Discharges No hazardous materials, hazardous wastes, petroleum products, toxic substances, pollutants, or non-stormwater discharges shall be introduced into, stored within, or discharged through the SWM Facilities, except as expressly permitted by applicable law and the VPDES permits held by Owner with respect to the Property. Owner shall implement appropriate spill prevention and response me

Section 8.3 — Coordination with Environmental Indemnity This Agreement is to be coordinated with the Environmental Indemnity Agreement to be executed and delivered by Stonebridge Campus Holdings LLC and Ironhaven Data Centers LLC in favor of Summit National Bank, N.A., as Administrative Agent, in connection with the closing of the Construction Loan (target closing date: October 15, 2025). The environmental indemnific

ARTICLE IX — COVENANTS RUNNING WITH THE LAND

Section 9.1 — Binding Effect All easements, rights, obligations, restrictions, and covenants set forth in this Agreement shall run with the land in perpetuity, shall be binding upon and inure to the benefit of Owner and its successors, assigns, heirs, personal representatives, and subsequent purchasers, transferees, and owners of any portion of the Property (including, without limitation, any purchaser at a foreclosu

Section 9.2 — Successors and Assigns Any successor owner of all or any portion of the Property, including without limitation the Lender or any purchaser at a foreclosure sale under the Deed of Trust, shall be bound by and subject to all of the obligations, covenants, and restrictions of Owner under this Agreement. The assumption of such obligations by a successor owner shall be automatic and shall not require any sep

Section 9.3 — No Merger The easements, obligations, and covenants set forth in this Agreement shall not merge with any fee simple interest, leasehold interest, or other estate or interest in the Property, regardless of whether any such interest is held by the same person or entity that holds the easement or other rights under this Agreement. The grant of the easements hereunder shall not be extinguished by, or deemed

ARTICLE X — RELATIONSHIP TO OTHER EASEMENTS AND AGREEMENTS

Section 10.1 — Cross-Access and Utility Easement Agreement This Agreement is to be coordinated with the Cross-Access and Utility Easement Agreement covering both the Stonebridge Parcel and the Meridian Parcel, which is to be recorded concurrently with this Agreement among the land records of Loudoun County, Virginia. The Cross-Access and Utility Easement Agreement establishes reciprocal access, utility, and infrastru

Section 10.2 — Substation Easement This Agreement is also to be coordinated with the substation easement agreement granting Vantage Power Cooperative a non-exclusive easement on a designated portion of the Meridian Parcel for the construction, operation, maintenance, repair, and replacement of a dedicated 230kV/34.5kV electrical substation and associated interconnection facilities serving the Stonebridge Campus. The

Section 10.3 — Deed of Trust This Agreement is subordinate to and coordinated with the first-priority Deed of Trust, Assignment of Leases and Rents, and Security Agreement from Stonebridge Campus Holdings LLC in favor of Summit National Bank, N.A., as Administrative Agent, securing the $390,000,000 Construction Loan facility. In the event of a foreclosure under the Deed of Trust or a transfer of the Property pursuant

Section 10.4 — Proffers Owner has submitted, or intends to submit, a proffer statement in connection with the Zoning Modification Application designated as ZMOD-2025-0038, which proffer statement is anticipated to include cash proffers in an estimated total amount of $2,400,000 (based on a proffer rate of $5.00 per square foot of gross floor area applied to a total of approximately 480,000 square feet of gross floor

Section 11.1 — Owner's Indemnification Owner shall indemnify, defend, and hold harmless the County, its elected and appointed officials, officers, directors, agents, employees, representatives, and contractors (collectively, the "County Indemnitees") from and against any and all claims, demands, actions, causes of action, suits, proceedings, judgments, damages, losses, liabilities, fines, penalties, costs, and expens

Section 11.2 — Survival The indemnification obligations set forth in this Article XI shall survive the termination or expiration (if any) of this Agreement, the release of any Easement Area pursuant to Section 13.2, and any transfer, conveyance, or other disposition of all or any portion of the Property. The indemnification obligations of Owner shall be binding upon Owner's successors and assigns.

ARTICLE XII — DEFAULT AND REMEDIES

Section 12.1 — Events of Default Each of the following shall constitute an "Event of Default" under this Agreement: (a) the failure of Owner to maintain any SWM Facility in accordance with the Maintenance Plan, the FSM, or applicable law, which failure continues for more than thirty (30) days after written notice thereof from the County to Owner (or such shorter period as may be required in an emergency pursuant to S

Section 12.2 — Remedies Upon the occurrence and continuance of an Event of Default, the County shall be entitled to exercise any one or more of the following remedies, all of which are cumulative and not exclusive and may be exercised concurrently or successively: (a) Self-Help and Cost Recovery. The County may exercise its right to cure under Article VI and recover all costs and expenses incurred, plus the fifteen p