Contract analysis

Section 1.1 — Definitions. As used in this Assignment, the following terms shall have the meanings set forth below. Any term defined by reference to another document shall have the meaning ascribed to it in such document, as in effect on the date hereof or as subsequently amended in accordance with the terms of the Loan Agreement. (a) "Assigned Documents" shall mean, collectively, the Construction Contract, the Plans

ARTICLE II — COLLATERAL ASSIGNMENT

Section 2.1 — Assignment. Assignor hereby irrevocably and unconditionally assigns, transfers, conveys, pledges, and sets over to Assignee, as additional collateral security for the full and timely payment and performance of all indebtedness, liabilities, and obligations of Assignor arising under or in connection with the Loan Documents, whether now existing or hereafter arising, whether direct or indirect, absolute o

Section 2.2 — Security Assignment Only. This Assignment is made and accepted for collateral security purposes only, and shall not be construed as a present, absolute, or unconditional assignment of the Assigned Documents. Unless and until an Event of Default shall have occurred and be continuing under the Loan Agreement, Assignee shall have no obligation or liability under any of the Assigned Documents by reason of t

Section 2.3 — No Impairment of Assignor's Rights Prior to Default. Until the occurrence and continuance of an Event of Default under the Loan Agreement, Assignor shall retain all rights and benefits under the Assigned Documents, including without limitation the right to: (a) enforce the Construction Contract against Contractor and exercise all remedies available to Assignor thereunder; (b) direct, supervise, coordina

ARTICLE III — REPRESENTATIONS AND WARRANTIES OF ASSIGNOR

Section 3.1 — Representations and Warranties. Assignor hereby represents and warrants to Assignee as of the date hereof and as of the date of each advance under the Loan, that the following statements are true, correct, and complete: (a) Valid Existence. Assignor is a limited liability company duly organized, validly existing, and in good standing under the laws of the Commonwealth of Virginia, holding Virginia State

ARTICLE IV — COVENANTS OF ASSIGNOR Assignor hereby covenants and agrees with Assignee that, from and after the date hereof and until the Secured Obligations have been indefeasibly paid and performed in full and the Loan Agreement has been terminated, Assignor shall comply with the following covenants:

Section 4.1 — Performance of Construction Contract. Assignor shall diligently and faithfully perform, observe, and comply with all of its covenants, agreements, and obligations under the Construction Contract in accordance with the terms thereof. Assignor shall cause the Contractor to prosecute the work under the Construction Contract with due diligence and in a good and workmanlike manner, in accordance with the Pla

Section 4.2 — Maintenance of Permits. Assignor shall maintain all Permits in full force and effect throughout the construction period and shall promptly apply for, obtain, and maintain any additional Permits that may become required in connection with the construction, development, use, or occupancy of the Project. Assignor shall promptly renew or replace any Permit that expires or is revoked during the construction

Section 4.3 — No Amendment or Termination. Assignor shall not, without the prior written consent of Assignee (which consent shall not be unreasonably withheld, conditioned, or delayed with respect to non-material matters, but may be granted, withheld, conditioned, or delayed in Assignee's sole and absolute discretion with respect to material matters): (a) materially amend, modify, supplement, restate, or terminate th

Section 4.4 — Notice of Default. Assignor shall promptly, and in any event within five (5) business days, notify Assignee in writing of the occurrence or existence of any of the following: (a) any default or event of default by Contractor under the Construction Contract, or any written notice of default delivered to or received from Contractor; (b) any dispute, controversy, claim, or litigation between Assignor and C

Section 4.5 — Inspection Rights. Assignor shall permit Assignee and the Independent Engineer (Whitmore & Associates, PC, lead engineer: James A. Whitmore, PE) and their respective agents, representatives, and consultants to enter upon the Property and inspect the Project and the work in progress at all reasonable times during normal business hours and upon not less than twenty-four (24) hours' prior notice to Assigno

Section 4.6 — Draw Procedures. All draw requests under the Construction Contract shall be submitted by Assignor in accordance with the draw procedures set forth in the Loan Agreement, including without limitation the following requirements: (a) each draw request shall be accompanied by a certification by the Contractor as to the percentage of completion of the work and the amount of the requested draw; (b) each draw

Section 4.7 — No Liens. Assignor shall not permit any mechanic's lien, materialman's lien, judgment lien, or other lien or encumbrance to attach to, be filed against, or otherwise encumber the Property or the Project arising out of or related to the Construction Contract, the construction of the Project, or the furnishing of labor, materials, equipment, or services in connection therewith. In the event that any such

Section 4.8 — Copies of Notices and Correspondence. Assignor shall promptly deliver to Assignee copies of all material notices, correspondence, reports, change orders, requests for information, submittals, certificates of substantial or final completion, punch lists, warranty claims, and other communications given or received by Assignor under or in connection with the Construction Contract. Without limiting the fore

ARTICLE V — RIGHTS AND REMEDIES OF ASSIGNEE UPON DEFAULT

Section 5.1 — Exercise of Assignment. Upon the occurrence and during the continuance of an Event of Default (as such term is defined in the Loan Agreement), Assignee shall have the right, but not the obligation, to exercise all of the rights, powers, and privileges of Assignor under the Assigned Documents, and to take such actions as Assignee, in its sole and absolute discretion, deems necessary or appropriate to pro

Section 5.2 — No Obligation to Assume or Perform. The exercise by Assignee of any rights under this Article V, including without limitation the assumption or enforcement of the Construction Contract, shall not constitute an assumption by Assignee of any obligations, liabilities, or duties of Assignor under the Assigned Documents or otherwise, unless Assignee expressly assumes such obligations in writing. Assignee sha

Section 5.3 — Cumulative Remedies. The rights and remedies of Assignee under this Assignment are cumulative and shall be in addition to, and not in limitation of, all other rights and remedies available to Assignee under the Loan Documents, at law, in equity, or otherwise. Without limiting the generality of the foregoing, Assignee may exercise its rights and remedies under this Assignment concurrently with, or indepe

Section 5.4 — Application of Proceeds. Any and all amounts received by Assignee upon or in connection with the exercise of remedies under this Assignment, whether from Contractor, any subcontractor, any surety, any insurer, any governmental authority, or any other source, shall be applied in accordance with the terms and conditions set forth in the Loan Agreement and the other Loan Documents, including the order of a

ARTICLE VI — FURTHER ASSURANCES

Section 6.1 — Further Assurances. Assignor shall, from time to time, at Assignor's sole cost and expense, promptly execute and deliver to Assignee such additional instruments, documents, certificates, and agreements, and shall take such further actions, as Assignee may reasonably request in order to carry out the purposes and intent of this Assignment, to perfect and protect Assignee's security interest in the Assign

Section 6.2 — Power of Attorney. Assignor hereby irrevocably constitutes and appoints Assignee, and any officer or agent of Assignee, as Assignor's true and lawful attorney-in-fact, coupled with an interest, with full power of substitution, to execute, deliver, and file, in Assignor's name and on Assignor's behalf, upon the occurrence and during the continuance of an Event of Default under the Loan Agreement, any and

ARTICLE VII — MISCELLANEOUS PROVISIONS

Section 7.1 — Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given if (a) delivered personally, (b) sent by registered or certified mail, return receipt requested, postage prepaid, (c) sent by nationally recognized overnight courier service (such as Sundial Data Systems or UPS)

Section 7.2 — Governing Law. This Assignment and the rights and obligations of the Parties hereunder shall be governed by, and construed and interpreted in accordance with, the laws of the Commonwealth of Virginia (including the Virginia Uniform Commercial Code, as applicable), without giving effect to any choice of law or conflict of law provision or rule (whether of the Commonwealth of Virginia or any other jurisdi

Section 7.3 — Successors and Assigns. This Assignment shall be binding upon and shall inure to the benefit of the Parties and their respective heirs, executors, administrators, legal representatives, successors, and assigns. Assignor may not assign, transfer, or delegate its rights, interests, or obligations under this Assignment without the prior written consent of Assignee, and any purported assignment without such

Section 7.4 — Severability. If any provision of this Assignment, or the application thereof to any person, entity, or circumstance, is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions of this Assignment, and the application of such provision to other persons, entities, or circumstances, shall not i

Section 7.5 — Amendments and Waivers. No amendment, modification, supplement, restatement, or waiver of any provision of this Assignment, and no consent to any departure by Assignor therefrom, shall be effective unless the same shall be in writing and signed by Assignee, and in the case of any amendment, modification, supplement, or restatement, also signed by Assignor. Any such waiver or consent shall be effective o

Section 7.6 — Entire Agreement. This Assignment, together with the other Loan Documents and the Assigned Documents, constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior negotiations, discussions, agreements, understandings, representations, and warranties, whether oral or written, with respect to such subject matter.

Section 7.7 — Counterparts. This Assignment may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Assignment by facsimile transmission or by electronic transmission in portable document format (.pdf) shall be as effective as delivery of a manually executed original cou

Section 7.8 — Headings. The article and section headings contained in this Assignment are for convenience of reference only, are not intended to be a part of or to affect the meaning or interpretation of this Assignment, and shall not be considered in construing or interpreting any provision hereof.

Section 7.9 — Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS ASSIGNMENT, THE OTHER LOAN DOCUMENTS, THE ASSIGNED DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, WHETHER BASED ON CONTRACT,

Section 7.10 — Relationship to Loan Documents. This Assignment is one of the "Loan Documents" referred to in the Loan Agreement and is executed and delivered pursuant to the requirements thereof. This Assignment is subject to, and shall be construed in accordance with, the terms and conditions of the Loan Agreement. In the event of any conflict, inconsistency, or ambiguity between the terms and provisions of this Ass

1. Building Permit Loudoun County Building Permit No. BLD-2024-001287, issued by the Loudoun County Department of Building and Development on February 28, 2024, for the construction of a 52,000 square foot data center facility.

2. Site Plan Approval Site plan approval issued by the Loudoun County Department of Planning and Zoning for the development of the Property, including grading, stormwater management, utilities, access, and parking.

3. Grading Permit Grading permit issued by Loudoun County for earthwork, site grading, erosion and sediment control, and stormwater management in connection with the construction of the Project.

4. Electrical Permit Electrical permit issued by Loudoun County for the installation of electrical systems, including medium-voltage switchgear, uninterruptible power supply (UPS) systems, power distribution units (PDUs), and associated electrical infrastructure.

5. Mechanical Permit Mechanical permit issued by Loudoun County for the installation of heating, ventilation, and air conditioning (HVAC) systems, including precision cooling units, chilled water systems, and computer room air handling (CRAH) units.

6. Plumbing Permit Plumbing permit issued by Loudoun County for the installation of plumbing systems, including domestic water, sanitary sewer, and fire suppression water supply.

7. Fire and Life Safety Permits Fire prevention and life safety permits issued by the Loudoun County Department of