Contract analysis

Section 1.1 — Defined Terms As used in this Deed of Trust, the following terms shall have the meanings set forth below: "Administrative Agent" means Summit National Bank, N.A., a national banking association, having an office at 1275 Avenue of Commerce, 12th Floor, McLean, Virginia 22102, in its capacity as administrative agent for itself and the Lenders under the Loan Agreement, together with its successors and assi

Section 1.2 — Incorporation of Loan Agreement Definitions All capitalized terms used but not otherwise defined in this Deed of Trust shall have the respective meanings ascribed to such terms in the Loan Agreement. In the event of any conflict or inconsistency between the definitions contained in this Deed of Trust and the definitions contained in the Loan Agreement, the definitions contained in the Loan Agreement sha

Section 1.3 — Rules of Construction (a) Unless the context otherwise requires, words importing the singular number shall include the plural and vice versa, and words importing any gender shall include all genders. (b) The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation." (c) References to "Articles," "Sections," "Exhibits," and "Schedules" are to the Artic

Section 2.1 — Conveyance For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in order to secure the full and timely payment and performance of all Obligations, Grantor does hereby irrevocably grant, bargain, sell, convey, assign, transfer, and confirm unto the Trustee, IN TRUST, WITH POWER OF SALE, for the benefit of the Beneficiary, all of Grantor's right, title, an

Section 2.2 — Habendum TO HAVE AND TO HOLD the Property, together with all and singular the rights, privileges, and appurtenances thereunto belonging or in any way appertaining, unto the Trustee and the Trustee's successors and assigns, IN TRUST, for the benefit of the Beneficiary, forever, subject, however, to the terms and conditions of this Deed of Trust and the Permitted Encumbrances; provided, however, that this

Section 2.3 — Security for Obligations This Deed of Trust and the lien and security interests created hereby are given to secure the full and timely payment and performance of all Obligations, including, without limitation: (a) the principal amount of Three Hundred Ninety Million Dollars ($390,000,000.00), together with all accrued and unpaid interest thereon (at the rate of Term SOFR plus 285 basis points per annum,

ARTICLE III — ASSIGNMENT OF LEASES AND RENTS

Section 3.1 — Absolute Assignment Grantor hereby absolutely and unconditionally assigns, transfers, and sets over to Beneficiary all of Grantor's right, title, and interest in, to, and under: (a) all Leases now existing or hereafter entered into covering all or any portion of the Property, together with all amendments, extensions, renewals, replacements, and modifications thereof, and all guaranties of the obligation

Section 3.2 — License to Collect Rents So long as no Event of Default has occurred and is continuing, Beneficiary hereby grants to Grantor a revocable license to collect, receive, and apply Rents from the Property. Such license shall be revocable by Beneficiary automatically and without notice upon the occurrence and during the continuance of any Event of Default. During the period in which such license is in effect,

Section 3.3 — Beneficiary's Rights upon Default Upon the occurrence and during the continuance of any Event of Default, Beneficiary may, without notice to Grantor (except as may be required by applicable law), exercise any or all of the following rights and remedies: (a) Beneficiary may demand, collect, receive, and sue for all Rents directly from each tenant, licensee, or occupant of the Property, and each such tena

Section 3.4 — No Merger There shall be no merger of the leasehold estate created by any Lease with the fee estate in the Property by reason of the fact that such Lease or any interest therein may be held, directly or indirectly, by or for the account of any person who shall hold the fee estate in the Property or any interest in such fee estate, and no such merger shall occur unless and until all persons having an int

ARTICLE IV — SECURITY AGREEMENT (UCC)

Section 4.1 — Grant of Security Interest In addition to and without limiting the grant in trust set forth in Article II, Grantor hereby grants to Beneficiary a first-priority security interest in and to all personal property of Grantor now owned or hereafter acquired and located on, arising from, or used in connection with the Property, or the ownership, construction, management, maintenance, operation, or use thereo

Section 4.2 — UCC Financing Statements Grantor hereby irrevocably authorizes Beneficiary to file one or more UCC financing statements (and amendments and continuations thereof) with the Virginia State Corporation Commission and with the Clerk of the Circuit Court for Loudoun County, Virginia, and in such other filing offices as Beneficiary may deem necessary or appropriate, in order to perfect the security interest g

Section 4.3 — Remedies Upon the occurrence and during the continuance of any Event of Default, Beneficiary shall have, in addition to all other rights and remedies available hereunder or under any other Loan Document, all rights and remedies of a secured party under the Virginia Uniform Commercial Code (Virginia Code § 8.9A-101 et seq.), including, without limitation, the right to take possession of the Personal Prop

ARTICLE V — REPRESENTATIONS AND WARRANTIES OF GRANTOR Grantor hereby represents and warrants to Beneficiary and the Lenders as follows, which representations and warranties shall survive the execution and delivery of this Deed of Trust and shall be deemed remade as of each date on which a draw request is submitted under the Loan Agreement:

Section 5.1 — Organization and Authority (a) Borrower is a limited liability company duly organized, validly existing, and in good standing under the laws of the Commonwealth of Virginia. Borrower has all requisite power and authority under its organizational documents and applicable law to own, hold, and operate the Property, to carry on its business as presently conducted and as contemplated by the Loan Documents,

Section 5.2 — Ownership of Property (a) Borrower is the sole fee simple owner of the Property, free and clear of all liens, encumbrances, claims, and security interests of every kind and nature, except for the Permitted Encumbrances and the lien of this Deed of Trust. (b) The Stonebridge Parcel was acquired by Borrower from Blackthorn Realty Group, Inc., a Virginia corporation (EIN: 54-1987234), pursuant to that cert

Section 5.3 — No Liens or Encumbrances There are no liens, encumbrances, security interests, charges, assessments, or claims of any kind or nature affecting the Property or any portion thereof, other than the Permitted Encumbrances set forth on Exhibit B attached hereto and the lien of this Deed of Trust. The lender's title insurance policy in the face amount of $390,000,000.00 issued by Sovereign Title Insurance Com

Section 5.4 — Compliance with Laws The Property and the use thereof are in compliance with all applicable federal, state, and local laws, statutes, ordinances, rules, regulations, codes, and orders, including, without limitation, the Loudoun County Zoning Ordinance. The Property is currently zoned PD-IP (Planned Development — Industrial Park), and the ZMOD approval for data center use under Loudoun County Docket No.

Section 5.5 — Environmental Representations (a) Except as disclosed in the Phase I Environmental Site Assessment and Phase II Environmental Site Assessment prepared by Pendleton Environmental Associates, Inc. (Dr. Renata Volkov, Principal), copies of which have been delivered to Beneficiary, there are no known hazardous substances, hazardous wastes, toxic substances, or other regulated materials present on, under, or

Section 5.6 — Taxes and Assessments All real estate taxes, assessments, and governmental charges levied or assessed against the Property that are currently due and payable have been paid in full, and no such taxes, assessments, or charges are delinquent. Borrower acknowledges that the Loudoun County equipment tax rate of $1.25 per $100 of assessed value will be applicable to IT equipment installed in the data center

Section 5.7 — Insurance Borrower maintains, and will continue to maintain throughout the term of the Loan, insurance coverages as required by the Loan Agreement, including, without limitation: (a) Builder's risk insurance in the amount of Four Hundred Twelve Million Dollars ($412,000,000.00) issued by Great Basin Surety & Insurance Corp., with a deductible of Two Hundred Fifty Thousand Dollars ($250,000) per occurren

Section 5.8 — Single-Purpose Entity Representations Borrower has at all times since its formation complied with all single-purpose entity and separateness covenants set forth in the Operating Agreement of Stonebridge Campus Holdings LLC and the Loan Agreement, including, without limitation, maintaining separate books and records, maintaining separate bank accounts, not commingling its assets with the assets of any ot

Section 5.9 — No Litigation There is no action, suit, proceeding, investigation, or inquiry pending or, to the best of Borrower's knowledge after due inquiry, threatened against or affecting Borrower, the Property, Guarantor, or any other party to the Loan Documents that, if adversely determined, would have a material adverse effect on the Property, the financial condition of Borrower or Guarantor, or the ability of

ARTICLE VI — COVENANTS OF GRANTOR Grantor hereby covenants and agrees with Beneficiary and the Lenders as follows:

Section 6.1 — Payment of Secured Obligations Borrower shall pay and perform all Obligations when due in accordance with the terms of the Loan Documents, including, without limitation, the payment of (a) principal on the Note when due, whether at maturity, by acceleration, or otherwise; (b) interest on the outstanding principal balance of the Loan at the rate of Term SOFR plus 285 basis points per annum (subject to a

Section 6.2 — Maintenance and Repair of Property Borrower shall maintain the Property, including the Land, the Improvements, and all fixtures and equipment, in good condition, order, and repair, consistent with the standards of first-class data center facilities in the Northern Virginia market. Borrower shall not commit or suffer any waste of the Property and shall not do or permit anything to be done on or about the

Section 6.3 — Payment of Taxes and Assessments (a) Borrower shall pay, or cause to be paid, before delinquency, all real estate taxes, personal property taxes, assessments, governmental charges, utility charges, and impositions of every kind and nature levied or assessed against the Property or any portion thereof, or against Borrower with respect to the Property, as and when the same become due and payable and befor

Section 6.4 — Insurance Covenants Borrower shall maintain at all times during the term of the Loan, at Borrower's sole cost and expense, insurance coverages in such types, amounts, and with such insurers as are required by the Loan Agreement, including, without limitation: (a) Builder's Risk Insurance. Builder's risk insurance in the amount of not less than Four Hundred Twelve Million Dollars ($412,000,000.00), insur

Section 6.5 — Compliance with Laws; Entitlements (a) Borrower shall comply with all applicable federal, state, and local laws, statutes, ordinances, rules, regulations, codes, orders, and requirements, including, without limitation, all building codes, fire codes, environmental laws, zoning regulations, and land use requirements applicable to the Property or the construction, use, occupancy, or operation thereof. (b)

Section 6.6 — Restrictions on Transfer and Encumbrance (a) Grantor shall not sell, convey, assign, transfer, encumber, mortgage, hypothecate, pledge, or otherwise dispose of, or grant any option, right of first refusal, or other right with respect to, the Property or any part thereof, or any legal or beneficial interest therein, without the prior written consent of Beneficiary, which consent may be granted or withhel

Section 6.7 — Change of Control (a) As more particularly set forth in the Loan Agreement, a "Change of Control" shall be deemed to have occurred if Ridgeline Capital Partners Fund IV, LP, directly or indirectly, ceases to hold at least fifty-one percent (51%) of the equity interests (whether membership interests, partnership interests, or other ownership interests) in Borrower or Guarantor, or ceases to control the m

Section 6.8 — Leasing Restrictions (a) Grantor shall not enter into, amend, modify, extend, renew, terminate, accept the surrender of, or consent to any assignment or subletting of, any Lease affecting any portion of the Property without the prior written consent of Beneficiary, unless such Lease is entered into in compliance with a pre-approved leasing program established under the Loan Agreement, and all such Lease

Section 6.9 — Environmental Covenants (a) Borrower shall not cause or permit any release, spill, discharge, emission, or disposal of any hazardous substances, hazardous wastes, toxic substances, or other regulated materials on, in, under, or from the Property, except in compliance with all applicable environmental laws and in the ordinary course of the construction and operation of the data center campus (including,

Section 6.10 — Construction Covenants (a) Borrower shall cause the Improvements to be designed and constructed in a good and workmanlike manner, in accordance with the plans, specifications, and budget approved by Beneficiary and in accordance with the terms of the EPC Agreement with Titan-McAllister Construction Group, LLC, at the guaranteed maximum price of Four Hundred Twelve Million Dollars ($412,000,000.00). (b)

Section 6.11 — Financial Covenants Borrower shall comply with the following financial covenants at all times during the term of the Loan, as more particularly set forth in the Loan Agreement: (a) Loan-to-Cost Ratio. The outstanding principal balance of the Loan shall not at any time exceed sixty-five percent (65%) of the total project cost, as determined in accordance with the Loan Agreement. (b) Debt Service Coverag

Section 6.12 — Preservation of Lien Priority Borrower shall take all actions necessary to maintain the first-priority lien status of this Deed of Trust, including, without limitation: (a) the timely payment of all real estate taxes, assessments, and governmental charges affecting the Property; (b) the prompt satisfaction, discharge, or bonding of all mechanic's liens, materialmen's liens, and other claims of lien tha

Section 6.13 — Further Assurances Borrower shall, at Borrower's sole cost and expense, execute and deliver to Beneficiary such additional instruments, documents, agreements, certifications, and assurances, and take such further actions, as Beneficiary may from time to time reasonably request in order to carry out the intent and purposes of this Deed of Trust, to perfect and protect the lien and security interest crea

Section 6.14 — Single-Purpose Entity Covenants Borrower shall at all times maintain its status as a single-purpose entity in accordance with the separateness covenants set forth in the Operating Agreement of Stonebridge Campus Holdings LLC and the Loan Agreement. Without limiting the generality of the foregoing, Borrower shall: (a) not engage in any business or activity other than the ownership, development, construc