Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: "Administrative Agent" means Summit National Bank, N.A., a national banking association, in its capacity as administrative agent under the Loan Agreement for the benefit of the Lenders, and its successors and assigns in such capacity. "Agreement" means this Environmental Indemnity Agreement, as the same

Section 1.2 — Rules of Construction (a) Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Loan Agreement. In the event of any conflict between the definitions set forth in this Agreement and those set forth in the Loan Agreement, the definitions in this Agreement shall control with respect to the subject matter hereof. (b) All reference

ARTICLE II — ENVIRONMENTAL REPRESENTATIONS AND WARRANTIES Each Indemnitor hereby makes the following representations and warranties to the Indemnitees as of the date hereof and as of the date of each advance under the Loan Agreement:

Section 2.1 — Compliance with Environmental Laws The Indemnitors represent and warrant that, to their knowledge (after due inquiry, including a thorough review of the Phase I ESA and the Phase II ESA conducted by Pendleton Environmental Associates, Inc., Dr. Renata Volkov, PE, LSRP, serving as lead environmental scientist, and after inquiry of the Indemnitors' officers, employees, agents, and consultants with knowled

Section 2.2 — No Pending or Threatened Environmental Claims The Indemnitors represent and warrant that: (a) No Environmental Claim is pending or, to the knowledge of the Indemnitors (after due inquiry), threatened against the Property, the Borrower, the Guarantor, or any previous owner or operator of the Property. (b) No notice of violation, compliance order, administrative order, consent decree, consent order, warni

Section 2.3 — Environmental Reports The Indemnitors represent and warrant that: (a) The Indemnitors have provided to the Administrative Agent and the Lenders true, correct, and complete copies of the following environmental reports and assessments: (i) The Phase I Environmental Site Assessment for the Stonebridge Parcel, prepared by Pendleton Environmental Associates, Inc. (Dr. Renata Volkov, PE, LSRP), dated June 1,

Section 2.4 — Prior Use Disclosure The Indemnitors make the following disclosures regarding the prior use and environmental history of the Property: (a) Stonebridge Parcel. The Stonebridge Parcel was formerly used for agricultural purposes, including crop cultivation and associated activities. As a result of such former agricultural use, there exists the potential for residual pesticide contamination in the soils of

Section 2.5 — Permits The Indemnitors represent and warrant that: (a) All environmental permits, licenses, approvals, registrations, and authorizations that are necessary for the current condition of the Property have been obtained and are in full force and effect, or, with respect to permits required for the contemplated development of the Property, will be obtained prior to the commencement of the applicable activi

Section 2.6 — No Asbestos, PCBs, or Lead-Based Paint To the knowledge of the Indemnitors (after due inquiry, including review of the Phase I ESA and the Phase II ESA), no asbestos-containing materials, polychlorinated biphenyls (PCBs) or PCB-containing equipment, or lead-based paint are present on, in, or at the Property. Neither the Indemnitors nor any agent, contractor, or representative of the Indemnitors has caus

ARTICLE III — ENVIRONMENTAL COVENANTS Each Indemnitor covenants and agrees with the Indemnitees as follows:

Section 3.1 — Compliance Covenant The Indemnitors shall comply, and shall cause all contractors (including, without limitation, Titan-McAllister Construction Group, LLC (the "EPC Contractor"), and all subcontractors, sub-subcontractors, material suppliers, and consultants engaged in connection with the development of the Stonebridge Data Center Campus), tenants, licensees, invitees, and all other occupants and users

Section 3.2 — No Hazardous Substances (a) The Indemnitors shall not cause or permit any Hazardous Substance to be brought onto, generated, manufactured, refined, produced, processed, stored, treated, discharged, released, or disposed of on, in, under, or from the Property, except for Permitted Hazardous Substances used, stored, and handled in strict compliance with all applicable Environmental Laws and in accordance

Section 3.3 — Remediation Obligations If any Hazardous Substance is discovered on, in, or under the Property (whether as a result of the Phase II ESA for the Stonebridge Parcel northwest quadrant, during the course of construction activities, through routine monitoring, or otherwise), the Indemnitors shall promptly take the following actions: (a) Notification. Notify the Administrative Agent in writing within five (5

Section 3.4 — Environmental Assessments by Indemnitees (a) The Administrative Agent shall have the right, at any time during the term of the Loan, to cause environmental assessments, investigations, and audits of the Property to be conducted (including Phase I Environmental Site Assessments, Phase II Environmental Site Assessments, compliance audits, and other investigations), at the Indemnitors' expense, if the Admi

Section 3.5 — Notice of Environmental Claims The Indemnitors shall promptly (and in any event within five (5) business days) notify the Administrative Agent in writing of: (a) Any Environmental Claim that is filed, commenced, threatened, or otherwise asserted against the Property, the Borrower, the Guarantor, or any tenant, contractor, or other occupant of the Property; (b) Any release, discharge, spill, leak, emissi

Section 3.6 — Underground Storage Tanks The Indemnitors shall not install, use, maintain, or permit the installation, use, or maintenance of any underground storage tank (as defined in 40 C.F.R. Part 280 and the Virginia Underground Storage Tank Regulations, 9 VAC 25-580) on the Property without the prior written consent of the Administrative Agent. Any such consent, if granted, shall be conditioned upon compliance w

Section 3.7 — Coordination with EPC Contractor (a) The Indemnitors shall ensure that the EPC Agreement with Titan-McAllister Construction Group, LLC (the "EPC Contractor") includes provisions requiring the EPC Contractor and all subcontractors and sub-subcontractors to: (i) comply with all applicable Environmental Laws in the performance of their work on the Property; (ii) manage, store, use, transport, and dispose o

Section 4.1 — General Indemnification The Indemnitors, jointly and severally, hereby agree to indemnify, protect, defend (with counsel reasonably acceptable to the Administrative Agent), and hold harmless each Indemnitee from and against any and all Environmental Liabilities arising from, relating to, or in connection with: (a) The presence, existence, release, threatened release, discharge, disposal, generation, sto

Section 4.2 — Scope of Indemnification Without limiting the generality of Section 4.1, the Environmental Liabilities for which the Indemnitors are obligated to indemnify the Indemnitees hereunder include: (a) All costs and expenses of investigation, assessment, characterization, sampling, testing, monitoring, removal, containment, treatment, neutralization, decontamination, restoration, closure, post-closure care, an

Section 4.3 — Independent Obligations The indemnification obligations of the Indemnitors under this Agreement are independent of, and in addition to, all other obligations of the Indemnitors under the Loan Documents, including without limitation the Completion Guaranty, the Carry Guaranty, and any environmental indemnification, representation, warranty, or covenant provisions contained in the Deed of Trust, the Loan

Section 4.4 — No Limitation by Loan Amount The indemnification obligations of the Indemnitors under this Agreement are not limited by the principal amount of the Loan ($390,000,000), any outstanding balance thereof, or any other amount, and shall extend to and cover the full amount of all Environmental Liabilities, without limitation as to amount. The Indemnitors acknowledge that the potential Environmental Liabiliti

Section 4.5 — Subrogation Each Indemnitor hereby waives and releases any and all rights of subrogation, contribution, reimbursement, indemnity, or other right of recovery that such Indemnitor may now or hereafter have against any Indemnitee in connection with any Environmental Liabilities indemnified hereunder. No Indemnitor shall assert any claim, counterclaim, defense, or set-off against any Indemnitee based upon o

ARTICLE V — SURVIVAL AND DURATION

Section 5.1 — Survival The environmental representations, warranties, covenants, and indemnification obligations of the Indemnitors under this Agreement shall survive, without limitation as to time, each of the following events and circumstances: (a) The repayment, satisfaction, or discharge in full of the Loan and all other obligations under the Loan Documents; (b) The release, reconveyance, or discharge of the Deed

Section 5.2 — Continuing Obligation The obligations of the Indemnitors under this Agreement are continuing, absolute, and unconditional and shall not be discharged, impaired, reduced, released, or otherwise affected by any of the following, whether or not the Indemnitors shall have notice or knowledge thereof: (a) Any amendment, modification, restatement, supplement, extension, renewal, or waiver of the Loan Agreemen

ARTICLE VI — ADDITIONAL PROVISIONS RELATING TO INDEMNITORS

Section 6.1 — Joint and Several Liability The obligations of Stonebridge Campus Holdings LLC and Ironhaven Data Centers LLC under this Agreement are joint and several. Each Indemnitor acknowledges that it is independently liable for the full amount of all Environmental Liabilities, without regard to the obligations of the other Indemnitor. The Indemnitees may proceed against either or both Indemnitors, in any order,

Section 6.2 — Waivers by Indemnitors Each Indemnitor hereby irrevocably waives, to the fullest extent permitted by applicable law: (a) Any defense based on the adequacy, sufficiency, or value of the Indemnitees' security, collateral, or other property pledged to secure the Loan or any other obligation under the Loan Documents; (b) Any defense based on the failure of the Indemnitees to pursue remedies against any othe

Section 6.3 — Indemnitors' Obligations Not Affected by Transfer (a) The obligations of the Indemnitors under this Agreement shall not be released, diminished, impaired, reduced, or otherwise affected by any sale, transfer, assignment, conveyance, encumbrance, or other disposition of the Property, whether by the Borrower, by foreclosure, deed-in-lieu of foreclosure, trustee's sale, judicial sale, or otherwise, and reg

Section 6.4 — Authority Each Indemnitor represents and warrants to the Indemnitees that: (a) Such Indemnitor has full power and authority to execute, deliver, and perform this Agreement and all obligations contemplated hereby. The execution, delivery, and performance of this Agreement have been duly authorized by all necessary action on the part of such Indemnitor, and this Agreement constitutes the legal, valid, and

ARTICLE VII — ENFORCEMENT AND REMEDIES

Section 7.1 — Remedies Cumulative The rights and remedies of the Indemnitees under this Agreement are cumulative and are in addition to, and not in substitution for, all other rights and remedies available to the Indemnitees under the Loan Agreement, the Deed of Trust, the Completion Guaranty, the Carry Guaranty, and all other Loan Documents, at law, or in equity. No failure or delay by any Indemnitee in exercising a

Section 7.2 — Right to Perform If the Indemnitors fail to perform any obligation under this Agreement, including without limitation any Remediation obligation under Section 3.3, any obligation to obtain or maintain environmental permits under Section 2.5 or Section 3.1, or any notification obligation under Section 3.5, the Administrative Agent may (but shall not be obligated to), upon ten (10) days' prior written not

Section 7.3 — Specific Performance The Indemnitors acknowledge and agree that monetary damages may be inadequate to compensate the Indemnitees for a breach of this Agreement, and that the Indemnitees shall be entitled to seek and obtain specific performance, injunctive relief, and any other equitable remedy available under applicable law, in addition to all other rights and remedies available at law or in equity, wit

Section 7.4 — Attorneys' Fees In any action, proceeding, or dispute arising out of or relating to this Agreement or the enforcement of any obligation hereunder, the Indemnitors shall pay all reasonable and documented costs and expenses (including attorneys' fees, paralegals' fees, expert witness fees, consultants' fees, court costs, and other litigation expenses) incurred by any Indemnitee in connection with the enfo

Section 8.1 — Governing Law This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia (excluding any principles of conflicts of law that would result in the application of the laws of any other jurisdiction). To the extent that any Environmental Law of the United States applies to the subject matter hereof, such federal law shall apply.

Section 8.2 — Jurisdiction and Venue Each Indemnitor hereby irrevocably and unconditionally: (a) submits to the exclusive jurisdiction of the state courts of the Commonwealth of Virginia sitting in Loudou