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 Article 1 shall have the meanings ascribed to them elsewhere in this Agreement. (a) "Agreement" means this Substation Easement Agreement, including all Exhibits attached hereto and incorporated herein by reference, as the same may be amended, res

Section 1.2 — Rules of Construction. The headings and captions used in this Agreement are for convenience of reference only and shall not affect the construction or interpretation of any provision hereof. Unless the context otherwise requires, words importing the singular number shall include the plural, and vice versa, and words importing one gender shall include all genders. All references to "Articles," "Sections,

Section 2.1 — Easement Grant. Grantor hereby grants, conveys, and warrants to Grantee a non-exclusive, perpetual easement (subject to the termination provisions set forth in Article 9 of this Agreement) in, on, over, under, across, and through the Easement Area for the following purposes: (a) Construction and Installation. The construction, installation, erection, and commissioning of the Substation and all Improveme

Section 2.2 — Nature of Easement. The easement granted herein is appurtenant to VPC's utility operations within the service territory of VPC and shall run with the land comprising the Meridian Parcel, binding Grantor and all successors and assigns of Grantor in the ownership of the Meridian Parcel. The easement is non-exclusive in nature; Grantor retains the right to use the Meridian Parcel, including the Easement Ar

Section 2.3 — Temporary Construction Easement. In addition to the perpetual easement granted in Section 2.1, Grantor hereby grants to VPC a temporary construction easement over the Temporary Construction Area, as depicted on Exhibit B, for purposes of staging, laydown, material storage, equipment marshaling, and construction access during the Substation construction period. The Temporary Construction Easement shall c

Section 2.4 — Reservation of Rights by Grantor. Grantor expressly reserves all rights in and to the Meridian Parcel not expressly granted to VPC under this Agreement. Without limiting the generality of the foregoing, Grantor reserves the following rights: (a) General Use. The right to use the surface and subsurface of the Easement Area in any manner that does not unreasonably interfere with VPC's easement rights or t

ARTICLE 3 — OWNERSHIP OF SUBSTATION AND IMPROVEMENTS

Section 3.1 — Ownership. All Improvements, including without limitation the Substation, transformers, switchgear, control buildings, foundations, fencing, grounding systems, and all other associated equipment and structures, constructed, installed, or placed within the Easement Area by or on behalf of VPC, shall be and remain at all times the sole and exclusive property of VPC. Notwithstanding the fact that Grantor (

Section 3.2 — Taxes and Assessments on Improvements. VPC shall be responsible for the timely payment of all personal property taxes, if any, assessed by Loudoun County, the Commonwealth of Virginia, or any other governmental authority against the Improvements owned by VPC within the Easement Area. Grantor shall be responsible for the timely payment of all real property taxes, assessments, and governmental charges ass

ARTICLE 4 — CONSTRUCTION OF SUBSTATION

Section 4.1 — Construction Obligations. VPC, or VPC's designated contractor, shall construct the Substation in accordance with: (i) the specifications, engineering drawings, and construction plans approved by VPC and Grantor under the Line Extension Funding Agreement, a summary of which specifications is attached hereto as Exhibit D; (ii) all applicable codes, ordinances, laws, rules, and regulations of the Commonwea

Section 4.2 — Construction Timeline. Construction of the Substation shall commence on the date specified in the Line Extension Funding Agreement or such other date as VPC and Grantor may agree in writing. The target date for completion of construction and energization of the Substation is June 1, 2027. VPC shall use commercially reasonable efforts to complete construction and achieve energization by such target date,

Section 4.3 — Permits and Approvals. VPC shall obtain, at its sole cost and expense (to the extent such costs are not covered by the Line Extension Contribution under the Line Extension Funding Agreement), all governmental permits, licenses, approvals, and authorizations necessary for the construction, installation, and operation of the Substation and all Improvements within the Easement Area, including without limit

Section 4.4 — Site Conditions and Geotechnical. Grantor acknowledges that geotechnical investigations have been performed on the Meridian Parcel by Brannigan Geotechnical Engineering, LLC (project engineer: Neil Brannigan, PE). Grantor shall make available to VPC, promptly following the date of this Agreement, all geotechnical reports, boring logs, soil analyses, and environmental assessments (including without limit

Section 4.5 — Compliance with Environmental Requirements. VPC shall comply with all applicable federal, state, and local environmental laws, regulations, and ordinances in the construction, operation, maintenance, repair, and removal of the Substation and all Improvements within the Easement Area. VPC shall not introduce, use, store, generate, treat, or dispose of any hazardous materials, hazardous substances, hazard

ARTICLE 5 — MAINTENANCE, REPAIR, AND REPLACEMENT

Section 5.1 — VPC's Maintenance Obligations. VPC shall, at its sole cost and expense, maintain, repair, and keep in good working order and condition the Substation and all Improvements within the Easement Area throughout the term of this Agreement. Such maintenance obligations shall include, without limitation, the following: (a) regular inspection, testing, and preventive maintenance of all electrical equipment, tra

Section 5.2 — Right to Upgrade and Replace. VPC shall have the right, from time to time and at its sole discretion, to upgrade, modify, rebuild, reconfigure, or replace the Substation and any or all of the Improvements within the Easement Area as VPC deems necessary or appropriate for the safe and reliable delivery of electric service. Any such upgrade, modification, rebuild, or replacement shall be performed in acco

Section 5.3 — Emergency Access. VPC, its employees, agents, and contractors shall have the right of access to the Easement Area at all times, twenty-four (24) hours per day, seven (7) days per week, three hundred sixty-five (365) days per year, for purposes of emergency maintenance, repair, restoration of service, or response to any condition that VPC, in its reasonable judgment, deems to pose a risk to public safety

Section 5.4 — Grantor's Obligations. Grantor shall not take any action, or permit any third party to take any action, that would materially interfere with VPC's access to or use of the Easement Area, the Improvements, or the access routes depicted on Exhibit B. Without limiting the generality of the foregoing, Grantor shall not block, obstruct, or permit the blocking or obstruction of any access route to the Easement

ARTICLE 6 — ACCESS AND INGRESS/EGRESS

Section 6.1 — Access Easement. In addition to the access rights granted as part of the easement under Section 2.1(e), Grantor hereby grants to VPC a non-exclusive easement for vehicular and pedestrian ingress and egress over the designated access routes on the Meridian Parcel, as depicted on the survey plat attached hereto as Exhibit B, extending from the nearest public right-of-way (Belmont Ridge Road or Stonebridge

Section 6.2 — Coordination with Campus Access. The access routes designated for VPC's use under this Article 6 shall be coordinated with the terms and conditions of any Cross-Access and Utility Easement Agreement entered into between the owners of the Stonebridge Parcel and the Meridian Parcel, and VPC's exercise of its access rights shall not unreasonably interfere with Campus operations, including data center const

Section 6.3 — Road Damage. VPC shall, at its sole cost and expense, promptly repair any damage to Grantor's access roads, driveways, curbing, paving, sidewalks, landscaping, or other improvements on the Meridian Parcel caused by VPC's vehicles, equipment, personnel, or construction activities. Such repairs shall restore the affected roads and improvements to substantially their pre-damage condition. VPC shall commenc

ARTICLE 7 — UTILITIES WITHIN THE EASEMENT AREA

Section 7.1 — Utility Interconnections. VPC shall have the right to install, operate, maintain, repair, replace, and remove electrical transmission and distribution lines, communication lines, fiber optic cables, and associated conduits, poles, manholes, junction boxes, and appurtenances extending from the Substation to the Campus electrical interconnection points, including the main switchgear rooms and central util

Section 7.2 — Grantor's Utility Crossings. Grantor shall have the right to install, operate, and maintain utilities (including without limitation water, sanitary sewer, stormwater, telecommunications, and other electrical service lines) across, over, or under the Easement Area, provided that Grantor shall obtain VPC's prior written consent before commencing any such installation. VPC's consent shall not be unreasonab

ARTICLE 8 — INSURANCE AND INDEMNIFICATION

Section 8.1 — VPC's Insurance Obligations. VPC shall maintain, or shall cause its contractors and subcontractors to maintain during the period of construction, the following insurance coverages: (a) Commercial General Liability Insurance. Commercial general liability insurance, including coverage for bodily injury, personal injury, property damage, and contractual liability, with a combined single limit of not less t

Section 8.2 — VPC's Indemnification. VPC shall indemnify, defend, and hold harmless Grantor and its members, managers, officers, directors, employees, agents, affiliates (including without limitation Ironhaven Data Centers LLC, RCP Digital Holdings LLC, and Ridgeline Capital Partners Fund IV, LP), successors, and assigns (collectively, the "Grantor Indemnified Parties") from and against any and all claims, demands, a

Section 8.3 — Grantor's Indemnification. Grantor shall indemnify, defend, and hold harmless VPC, its officers, directors, employees, agents, and representatives (collectively, the "VPC Indemnified Parties") from and against any and all claims, demands, actions, suits, proceedings, judgments, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or rela

Section 8.4 — Waiver of Subrogation. Each party hereby waives, and shall cause its insurers to waive, any and all rights of subrogation against the other party and its officers, directors, employees, agents, and affiliates with respect to any loss or damage covered (or required to be covered) by insurance maintained by the waiving party under this Agreement. Each party shall cause its insurance policies to contain an

ARTICLE 9 — TERM AND TERMINATION

Section 9.1 — Term. The easement granted under this Agreement is perpetual in duration and shall run with the land comprising the Meridian Parcel, subject to the termination provisions set forth in this Article 9. The easement shall not terminate upon the expiration or termination of the LLSA or the Line Extension Funding Agreement, provided that VPC continues to use the Substation for the provision of utility servic

Section 9.2 — Termination by Mutual Agreement. The easement granted under this Agreement may be terminated at any time by written agreement of Grantor and VPC, which agreement shall be executed by both parties and recorded in the land records of the Clerk of the Circuit Court of Loudoun County, Virginia. No termination by mutual agreement shall be effective until such recording has occurred.

Section 9.3 — Termination upon Abandonment. If VPC ceases to use the Substation for the provision of utility service for a continuous period of thirty-six (36) consecutive months (the "Abandonment Period"), and VPC fails to resume use of the Substation within one hundred eighty (180) days after receipt of written notice from Grantor stating that Grantor believes VPC has abandoned the Substation and requesting that VP

Section 9.4 — Effect of Termination on Ownership. Upon termination of this Agreement for any reason, VPC shall have a period of twelve (12) months from the effective date of termination to remove all of its Improvements from the Easement Area at VPC's sole cost and expense. VPC shall restore the Easement Area to substantially its pre-construction condition, including removal of all equipment, structures, foundations

ARTICLE 10 — SUBORDINATION AND LENDER PROVISIONS

Section 10.1 — Subordination to Deed of Trust. This Easement Agreement and the easement rights granted herein shall be subordinate to the Deed of Trust, Assignment of Leases and Rents, and Security Agreement (the "Deed of Trust") granted by Stonebridge Campus Holdings LLC, as grantor, in favor of Summit National Bank, N.A., as Administrative Agent for the benefit of the lenders party to the Construction Loan Agreemen

Section 10.2 — Lender Consent. Grantor represents and warrants that it shall obtain the written consent of Summit National Bank, N.A., as Administrative Agent under the Construction Loan Agreement, to the grant of the easement set forth in this Agreement, or shall cause this easement to be designated a "Permitted Exception" or "Permitted Encumbrance" under the Construction Loan Documents and the Deed of Trust, such t

Section 10.3 — Estoppel Certificates. Each party agrees, within twenty (20) business days following written request from the other party (or from any lender, prospective lender, purchaser, or transferee of the requesting party), to execute and deliver an estoppel certificate in form reasonably acceptable to the requesting party, certifying as to the following: (a) this Agreement is in full force and effect and has no

Section 11.1 — Total Condemnation of Easement Area. In the event that all of the Easement Area is taken by eminent domain, condemnation, or any other exercise of the power of eminent domain by any governmental authority (a "Total Taking"), this Agreement shall terminate as of the date of such Total Taking, and VPC shall be entitled to receive, out of the total condemnation award or settlement, a portion attributable

Section 11.2 — Partial Condemnation. In the event that only a portion of the Easement Area is taken by eminent domain or condemnation (a "Partial Taking"), this Agreement shall continue in full force and effect as to the remaining portion of the Easement Area, and VPC and Grantor shall cooperate in good faith to relocate any Improvements affected by the Partial Taking to the remaining portion of the Easement Area or

Section 11.3 — Separate Claims. Each party shall have the right to appear in any condemnation proceeding and to file and prosecute its own claim for compensation or damages for its respective interests in the Easement Area. Neither party shall be entitled to any portion of the condemnation award or settlement allocated to the other party's interests as described in this Article 11.

ARTICLE 12 — ASSIGNMENT AND TRANSFER

Section 12.1 — VPC's Assignment. VPC may, without the prior consent of Grantor, assign, transfer, or convey its rights and obligations under this Agreement to: (a) any successor electric cooperative or utility providing electric service in the area served by VPC; (b) any entity acquiring the Substation or VPC's interest in the Improvements from VPC; or (c) any affiliate or subsidiary of VPC. VPC shall provide Grantor

Section 12.2 — Grantor's Transfer. The easement granted under this Agreement runs with the land and is binding upon Grantor and all successors, assigns, heirs, and transferees of Grantor as fee simple owner of the Meridian Parcel. In the event of any sale, transfer, conveyance, or other disposition of the Meridian Parcel (or any portion thereof that encompasses or includes all or part of the Easement Area), Grantor s

ARTICLE 13 — DEFAULT AND REMEDIES

Section 13.1 — Events of Default. An "Event of Default" under this Agreement shall mean the failure by either party to perform any material obligation required to be performed by such party under this Agreement, which failure continues for a period of thirty (30) days after written notice thereof from the non-defaulting party to the defaulting party specifying the nature of the default in reasonable detail. Provided,

Section 13.2 — Remedies. Upon the occurrence of an Event of Default that is continuing beyond the applicable cure period, the non-defaulting party shall have the following remedies: (a) Specific Performance. The non-defaulting party shall be entitled to seek and obtain specific performance of the defaulting party's obligations under this Agreement. The parties acknowledge and agree that monetary damages may be inadeq

Section 13.3 — Limitation on Liability. Notwithstanding anything to the contrary in this Agreement, neither party shall be liable to the other party for any consequential, incidental, indirect, special, or punitive damages arising out of or in connection with this Agreement or any breach hereof, regardless of whether such damages are based on contract, tort, strict liability, or any other theory, except in cases of w

ARTICLE 14 — REPRESENTATIONS AND WARRANTIES

Section 14.1 — Grantor's Representations. Grantor hereby represents and warrants to VPC as follows, as of the date of this Agreement (or, with respect to clauses (a) and (b), as of the date of Grantor's formation as a Virginia limited liability company, if later): (a) Organization and Existence. Grantor is, or upon its formation will be, duly organized, validly existing, and in good standing as a limited liability co

Section 14.2 — VPC's Representations. VPC hereby represents and warrants to Grantor as follows, as of the date of this Agreement: (a) Organization and Existence. VPC is duly organized, validly existing, and in good standing as an electric cooperative under the laws of the Commonwealth of Virginia, including the Virginia Electric Cooperative Act (Code of Virginia § 56-209 et seq.). (b) Power and Authority. VPC has ful

Section 15.1 — Governing Law. This Agreement shall be governed by, construed in accordance with, and enforced under the laws of the Commonwealth of Virginia, without regard to its principles of conflict of laws. Any action or proceeding arising out of or relating to this Agreement shall be brought in the Circuit Court of Loudoun County, Virginia, or, if federal jurisdiction exists, the United States District Court fo

Section 15.2 — Recordation. This Agreement shall be recorded in the land records of the Clerk of the Circuit Court of Loudoun County, Virginia, promptly following execution and delivery by both parties. All recording fees, transfer taxes (if any), and costs associated with the recordation of this Agreement shall be borne by Grantor. Upon recordation, this Agreement shall constitute notice to all persons of VPC's ease