Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: "Borrower" means Ironhaven Loudoun Edge LLC, a Virginia limited liability company (Virginia State Corporation Commission Entity ID S9103284; Federal Employer Identification Number 93-4178226), and its permitted successors and assigns under the Loan Documents. "Environmental Law" means any and all federa

Section 1.2 — Rules of Construction The rules of construction and interpretive provisions set forth in Article I of the Loan Agreement are hereby incorporated herein by reference, mutatis mutandis, and shall apply to this Agreement as though set forth in full herein. Without limiting the generality of the foregoing: (a) the singular shall include the plural, and the plural shall include the singular; (b) all referenc

ARTICLE II — REPRESENTATIONS AND WARRANTIES OF INDEMNITORS Each Indemnitor hereby represents and warrants to Indemnitee, as of the date hereof, as follows:

Section 2.1 — Phase I ESA To the actual knowledge of each Indemnitor, after reasonable inquiry and investigation, the Phase I ESA dated February 16, 2024 is accurate and complete in all material respects as of its effective date, and no material changes in the environmental conditions at the Property have occurred since the date thereof. Each Indemnitor has reviewed the Phase I ESA and is not aware of any facts, circ

Section 2.2 — No Known Hazardous Substances Except as disclosed in the Phase I ESA, to the actual knowledge of each Indemnitor, after reasonable inquiry and investigation: (a) no Hazardous Substances are present on, under, in, or at the Property in quantities or concentrations that exceed applicable regulatory standards or screening levels or that would reasonably be expected to give rise to liability under any Envir

Section 2.3 — Compliance with Environmental Laws To the actual knowledge of each Indemnitor, after reasonable inquiry and investigation, the Property is in compliance in all material respects with all applicable Environmental Laws, and Borrower's intended development and operation of the Project, as described in the plans and specifications delivered to Indemnitee, will comply in all material respects with all applic

Section 2.4 — No Pending Actions There are no pending or, to the actual knowledge of each Indemnitor, after reasonable inquiry, threatened actions, suits, claims, investigations, inquiries, proceedings, or orders by any Governmental Authority or any third party relating to Hazardous Substances or any Environmental Law with respect to the Property. No Indemnitor has received any written or oral communication from any

Section 2.5 — No Liens No environmental lien, superlien, or other lien arising under any Environmental Law has been imposed on the Property or on any portion thereof. No Governmental Authority has filed or recorded, or threatened to file or record, any notice of lien, notice of violation, or notice of potential liability against the Property or any Indemnitor under any Environmental Law. No Indemnitor has received an

Section 2.6 — Permits All environmental permits, licenses, approvals, authorizations, registrations, and certifications required under applicable Environmental Laws for the current use and condition of the Property have been obtained and are in full force and effect. All environmental permits, licenses, approvals, authorizations, registrations, and certifications required under applicable Environmental Laws for the d

Section 2.7 — Organizational Authority Each Indemnitor represents and warrants that: (a) Such Indemnitor has the full legal power, authority, and capacity to execute, deliver, and perform its obligations under this Agreement. The execution, delivery, and performance of this Agreement by such Indemnitor have been duly authorized by all necessary action on the part of such Indemnitor and do not and will not conflict wi

ARTICLE III — COVENANTS OF INDEMNITORS Each Indemnitor hereby covenants and agrees with Indemnitee as follows:

Section 3.1 — Compliance Each Indemnitor shall cause Borrower to comply, and shall itself comply, with all applicable Environmental Laws with respect to the Property and the Project. Without limiting the generality of the foregoing, each Indemnitor shall cause Borrower to: (a) maintain all environmental permits, licenses, and approvals required for the development, construction, and operation of the Project in full f

Section 3.2 — No Hazardous Substances Each Indemnitor shall not cause or permit, and shall cause Borrower not to cause or permit, the use, generation, manufacture, production, storage, treatment, processing, transport, release, discharge, emission, or disposal of any Hazardous Substance on, under, in, or about the Property, except for the following (each of which must be in strict compliance with all applicable Envir

Section 3.3 — Notices Each Indemnitor shall promptly notify Indemnitee in writing (and in any event within five (5) business days after obtaining knowledge thereof) of any of the following: (a) any release or threatened release of any Hazardous Substance on, from, under, or affecting the Property, regardless of quantity or concentration, other than releases that are clearly de minimis in nature and do not require rep

Section 3.4 — Remediation If any Hazardous Substance is found on, under, in, or at the Property in violation of any Environmental Law or in quantities or concentrations that exceed applicable regulatory standards or screening levels or that could reasonably be expected to give rise to liability under any Environmental Law, each Indemnitor shall promptly, at the sole cost and expense of the Indemnitors, and without co

Section 3.5 — No Environmental Liens No Indemnitor shall permit any environmental lien, superlien, or other lien arising under any Environmental Law to be imposed on the Property or on any portion thereof. If any such lien is filed or recorded against the Property, the applicable Indemnitor shall cause such lien to be discharged of record, bonded over, or otherwise removed within thirty (30) days after the earlier of

Section 3.6 — Access and Inspection Each Indemnitor shall cause Borrower to permit Indemnitee and its authorized agents, employees, consultants, and contractors to enter upon and access the Property at any reasonable time, upon not less than two (2) business days' prior written or electronic notice to the applicable Indemnitor (except in the case of an emergency or a reasonably suspected violation of Environmental La

Section 3.7 — Additional Assessments Indemnitee may, at any time and from time to time, require the Indemnitors, at the Indemnitors' sole cost and expense, to obtain and deliver to Indemnitee a Phase II Environmental Site Assessment, supplemental environmental investigation, or other environmental study or report with respect to the Property, prepared by a qualified environmental consultant approved by Indemnitee (su

Section 4.1 — General Indemnification The Indemnitors, jointly and severally, hereby agree to indemnify, defend (with counsel selected by the Indemnitors and reasonably acceptable to Indemnitee), and hold harmless each of the Indemnitee Parties from and against any and all Environmental Liabilities arising out of, relating to, resulting from, or in connection with any of the following, whether arising before, during,

Section 4.2 — Scope of Indemnity The Environmental Liabilities covered by the indemnification obligations set forth in Section 4.1 include, without limitation, the following: (a) all costs and expenses of Remediation, investigation, monitoring, sampling, testing, and response actions, whether required by any Governmental Authority, ordered by any court, or undertaken voluntarily in accordance with applicable Environm

Section 4.3 — Unsecured Obligation The obligations of the Indemnitors under this Agreement are unsecured, recourse obligations of the Indemnitors and are not secured by the Deed of Trust, the Assignment of Leases and Rents, or any other Loan Document. This Agreement does not create, and shall not be construed as creating, a mortgage, lien, security interest, or other encumbrance on the Property or on any other asset

Section 4.4 — Non-Recourse Carve-Out Character The indemnification obligations of the Indemnitors under this Agreement constitute non-recourse carve-out obligations of the type customarily excepted from the non-recourse provisions of commercial real estate loan documents. Notwithstanding any provision of the Note, the Loan Agreement, the Deed of Trust, or any other Loan Document to the contrary, the obligations of th

Section 4.5 — Joint and Several Liability The obligations of IHDC and Cobalt Ridge under this Agreement are joint and several. Indemnitee may proceed against either or both Indemnitors, in any order and in any combination, without first proceeding against Borrower, any other person, or any collateral securing the Loan, and without exhausting any other right or remedy available to Indemnitee. The liability of each Ind

ARTICLE V — SURVIVAL AND DURATION

Section 5.1 — Survival The representations, warranties, covenants, and indemnification obligations of the Indemnitors under this Agreement shall survive, and shall remain in full force and effect notwithstanding, any of the following events or circumstances: (a) the repayment in full of the Loan, the cancellation of the Note, or the satisfaction or discharge of all obligations of Borrower under the Loan Documents; (b

Section 5.2 — Statute of Limitations The obligations of the Indemnitors under this Agreement shall not be subject to any statute of limitations defense that might otherwise be applicable to the Loan, the Loan Documents, or any guaranty or surety obligation, and no Indemnitor shall assert or rely upon any statute of limitations as a defense to any claim or obligation arising under this Agreement, except that the appli

ARTICLE VI — LIMITATION ON LIABILITY; CERTAIN RIGHTS AND WAIVERS

Section 6.1 — No Limitation by Loan Documents The liability of the Indemnitors under this Agreement shall not be limited, reduced, impaired, or otherwise affected by any non-recourse, exculpatory, or limitation-of-liability provision contained in the Loan Agreement, the Note, the Deed of Trust, or any other Loan Document. The non-recourse provisions of the Loan Agreement, including, without limitation, any provision

Section 6.2 — Waivers by Indemnitors Each Indemnitor hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable law: (a) any defense based on the non-recourse nature of the Loan or any non-recourse or exculpatory provision contained in any Loan Document; (b) any right to require Indemnitee to proceed against Borrower, any collateral, any guarantor, or any other person before proceedi

Section 6.3 — No Duty to marshal Indemnitee shall have no obligation to marshal any assets, collateral, guaranties, or security, and no obligation to pursue any particular order of enforcement, before or in connection with enforcing this Agreement against any Indemnitor. Indemnitee may enforce this Agreement in any order and in any manner that Indemnitee, in its sole discretion, determines to be appropriate.

Section 6.4 — Subrogation No Indemnitor shall be entitled to exercise or enforce, and each Indemnitor hereby irrevocably waives, any right of subrogation, contribution, reimbursement, or indemnity against Borrower or the Property, or any right to participate in or benefit from any collateral or security held by Indemnitee, until the Loan has been repaid in full, all obligations of Borrower under the Loan Documents ha

ARTICLE VII — ADDITIONAL PROVISIONS

Section 7.1 — Notices All notices, requests, demands, consents, approvals, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if (a) delivered personally, (b) sent by nationally recognized overnight courier (with tracking capability), or (c) sent by certified mail, return receipt requested, postage prepaid, in each case addre

Section 7.2 — Governing Law This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the Commonwealth of Virginia, without regard to its conflicts-of-law principles that would require or permit the application of the laws of any other jurisdiction. To the extent that any Environmental Law of the United States is applicable to any matter arising under this Agreement, such federal

Section 7.3 — Jurisdiction and Venue Each Indemnitor hereby irrevocably and unconditionally: (a) submits to the exclusive jurisdiction of the courts of the Commonwealth of Virginia and the United States District Court for the Eastern District of Virginia for any action, suit, or proceeding arising out of or relating to this Agreement; (b) agrees that venue for any such action, suit, or proceeding shall lie in the Cir

Section 7.4 — Waiver of Jury Trial EACH INDEMNITOR AND INDEMNITEE HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. THIS WAIVER IS KNOWINGLY, WILLINGLY, AND VOLUNT

Section 7.5 — Amendments This Agreement may not be amended, modified, supplemented, restated, or waived except by a written instrument signed by all Parties hereto. No waiver of any provision of this Agreement, and no consent to any departure by any Indemnitor from any provision of this Agreement, shall be effective unless in writing and signed by Indemnitee, and any such waiver or consent shall be effective only in

Section 7.6 — Successors and Assigns This Agreement shall be binding upon the Indemnitors and their respective heirs, executors, administrators, legal representatives, successors, and assigns, and shall inure to the benefit of Indemnitee and its successors, assigns, and participants. Indemnitee may, without the consent of, and without notice to, the Indemnitors, sell, assign, transfer, or grant participations in the

Section 7.7 — Severability If any provision of this Agreement, or the application of any provision to any Party or circumstance, is held to be invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and the remaining provisions of this Agreement shall continue in full force and effe

Section 7.8 — Entire Agreement This Agreement, together with the other Loan Documents, constitutes the entire agreement among the Parties with respect to environmental indemnification relating to the Property and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, among the Parties with respect to such subject matter. No Party has relied on any

Section 7.9 — No Third-Party Beneficiaries Except for the Indemnitee Parties, who are intended third-party beneficiaries of Section 4.1 and Section 4.2 of this Agreement with the right to enforce the provisions thereof, no person or entity that is not a Party to this Agreement shall have any rights, benefits, claims, or remedies under this Agreement, and nothing in this Agreement shall be construed to create any duty

Section 7.10 — Counterparts; Electronic Signatures This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument. This Agreement may be executed and delivered by facsimile, portable document format (PDF), or other electronic means (including, without limitation, Brightwater Software or other c

Section 7.11 — Attorneys' Fees In the event of any action, suit, or proceeding to enforce, interpret, or construe any provision of this Agreement, including, without limitation, any action to recover Environmental Liabilities or to compel performance of any obligation hereunder, the prevailing party shall be entitled to recover from the non-prevailing party its reasonable attorneys' fees, expert and consultant fees,

Section 7.12 — Relationship to Other Loan Documents This Agreement is in addition to, and not in substitution for, any environmental representations, warranties, covenants, indemnities, or other obligations contained in the Loan Agreement, the Deed of Trust, or any other Loan Document. The rights and remedies of Indemnitee under this Agreement are cumulative and are in addition to, and not in lieu of, any rights and

Section 7.13 — Recitals The recitals set forth above are incorporated herein by reference and made a part of this Agreement for all purposes. Each Indemnitor acknowledges and agrees that the recitals are true, accurate, and complete. IN WITNESS WHEREOF, the Parties have executed this Environmental Indemnity Agreement as of the date first written above. INDEMNITORS: IRONHAVEN DATA CENTERS LLC, a Virginia limited liabi