SURVEY AND LEGAL DESCRIPTION CERTIFICATE
Certification of ALTA/NSPS Land Title Surveys and Legal Descriptions
Loudoun County, Virginia Tax Parcel Nos. 087-27-1234 & 087-27-1235
Prepared by: Calderwood & Harkness LLP, 125 Broad Street, New York, NY 10004 Matter Number: 1043-00001
Date: June 3, 2024 (Closing Date)
This Survey and Legal Description Certificate (this "Certificate") is delivered by Calderwood & Harkness LLP ("Calderwood & Harkness" or the "Firm") in connection with that certain Senior Secured Term Loan B Credit Agreement, dated as of May 15, 2024 (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among Ironhaven Data Centers LLC, a Delaware limited liability company (the "Borrower"), Ironhaven Frankfurt GmbH, a company organized under the laws of Germany (the "Co-Borrower"), Ironhaven Holdings Inc., a Delaware corporation (the "Parent Guarantor"), Crescent Harbor Bank, N.A., a national banking association, as administrative agent (in such capacity, the "Administrative Agent"), Pinnacle Trust Company, N.A., a national banking association, as collateral agent (in such capacity, the "Collateral Agent"), and the several banks and other financial institutions from time to time party thereto as lenders (collectively, the "Lenders"), providing for aggregate commitments in the amount of Nine Hundred Fifty Million Dollars ($950,000,000) (CUSIP: 46283LAA5).
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement.
Section 1. Addressees
This Certificate is addressed and delivered to each of the following (collectively, the "Addressees"):
(a) Crescent Harbor Bank, N.A., as Administrative Agent under the Credit Agreement, 1200 Harbor Point Drive, Charlotte, North Carolina 28202, Attention: Priya Nair, Director, Data Center & Digital Infrastructure Lending;
(b) Pinnacle Trust Company, N.A., as Collateral Agent under the Credit Agreement and the Security Documents, 101 Constitution Avenue NW, Washington, D.C. 20001, Attention: William Hargrove, Senior Vice President, Corporate Trust;
(c) Each of the Lenders party to the Credit Agreement from time to time, as set forth in the Lender schedule attached as Annex A to the Credit Agreement;
(d) Blackthorn & Sundial Software, as counsel to the Administrative Agent and the Lenders, 51 West 52nd Street, New York, New York 10019, Attention: Catherine Ellsworth; and
(e) Keystone Title Guaranty Company, as title insurer, 1750 Tysons Boulevard, Suite 600, McLean, Virginia 22102, Attention: Raymond Hobbs, Vice President, National Commercial Services.
Each of the Addressees is entitled to rely upon the certifications, statements, and confirmations set forth in this Certificate, subject to the limitations and qualifications set forth in Section 8 below.
Section 2. Background Recitals
The following recitals provide context for this Certificate and the certifications made herein:
A. Pursuant to the Credit Agreement, dated as of May 15, 2024, with a closing date of June 3, 2024, the Lenders have agreed to make available to the Borrower and the Co-Borrower a senior secured term loan facility in an aggregate principal amount of Nine Hundred Fifty Million Dollars ($950,000,000). The Credit Agreement provides for, among other tranches, a USD Tranche in the aggregate principal amount of Six Hundred Seventy-Five Million Dollars ($675,000,000) (the "USD Tranche"), which is to fund, inter alia, the development, construction, and equipping of the Borrower's hyperscale data-center campus located in Ashburn, Loudoun County, Virginia (the "Virginia Campus") at a budgeted cost for Phase I of approximately Four Hundred Seventy-Five Million Dollars ($475,000,000). The remaining commitment under the USD Tranche is allocated to refinancing existing indebtedness and general corporate purposes of the Borrower, each as more particularly described in the Credit Agreement.
B. As security for the obligations of the Borrower under the Credit Agreement and the other Loan Documents, the Borrower has executed and delivered that certain Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing, dated as of June 3, 2024 (the "Deed of Trust"), in favor of Pinnacle Trust Company, N.A., as Collateral Agent for the benefit of the Secured Parties, encumbering the real property described herein, together with all improvements, fixtures, and appurtenances thereto, located in Loudoun County, Virginia, and constituting the Virginia Campus.
C. The Deed of Trust is to be recorded in the Loudoun County Circuit Court Clerk's Office, Loudoun County, Virginia (the "Recording Office"), and, upon such recording, will constitute a first-priority lien on the Property (as defined below), subject only to the Permitted Liens (as defined in the Credit Agreement).
D. Section 4.01(j) of the Credit Agreement requires, as a condition precedent to the initial funding of the USD Tranche on the Closing Date, the delivery by counsel to the Borrower of a survey and legal description certificate certifying, among other things, that (i) the ALTA/NSPS Land Title Surveys of the mortgaged property comply with the requirements of the Credit Agreement and the Deed of Trust, (ii) the legal descriptions contained in the Deed of Trust, the title insurance policy, the surveys, and the other Loan Documents are consistent in all material respects, and (iii) no material encroachments or survey deficiencies exist that would impair the Collateral Agent's security interest in the Property. This Certificate is delivered in satisfaction of such condition precedent.
E. In connection with the closing of the transactions contemplated by the Credit Agreement, Keystone Title Guaranty Company (the "Title Insurer") has issued, or has irrevocably committed to issue, that certain ALTA Lender's Title Insurance Policy (the "Title Policy"), Policy No. KTG-2024-VA-0078931, in the amount of Four Hundred Seventy-Five Million Dollars ($475,000,000), insuring the first-priority lien of the Deed of Trust in favor of Pinnacle Trust Company, N.A., as Collateral Agent, subject only to the exceptions set forth in Schedule B-II of the Title Policy, which exceptions have been reviewed and approved by the Administrative Agent and the Collateral Agent.
F. In further connection with the closing, the Borrower has executed and delivered that certain Environmental Indemnity Agreement, dated as of June 3, 2024 (the "Environmental Indemnity Agreement"), in favor of the Collateral Agent, for the benefit of the Secured Parties, covering the Virginia Campus parcels and containing, among other things, representations, warranties, and covenants of the Borrower with respect to environmental matters affecting the Property and indemnification obligations in respect thereof.
Section 3. Identification of the Surveyed Property
3.1 General Description
The real property that is the subject of this Certificate (collectively, the "Property") is commonly known as 4500–4550 Dominion Ridge Boulevard, Ashburn, Loudoun County, Virginia 20147, and is referred to in the Credit Agreement and the other Loan Documents as "Ironhaven Ashburn I" or the "Virginia Campus."
The Property is owned in fee simple by Ironhaven Data Centers LLC, a limited liability company duly organized and validly existing under the laws of the State of Delaware (Employer Identification Number: 84-3291057), with its principal offices located at 4500 Dominion Ridge Boulevard, Suite 300, Ashburn, Virginia 20147. The Borrower's registered agent in the State of Delaware is Cascade Systems, located at 160 Greentree Drive, Suite 101, Dover, Delaware 19904. The Borrower is qualified to transact business in the Commonwealth of Virginia and is in good standing with the Virginia State Corporation Commission.
3.2 Tax Parcel Identification
The Property consists of two contiguous tax parcels, identified for real estate tax purposes by the Loudoun County Commissioner of the Revenue as follows:
Parcel 1: Loudoun County Tax Parcel No. 087-27-1234, as shown on the Loudoun County real property tax assessment records and on the land books maintained by the Loudoun County Commissioner of the Revenue.
Parcel 2: Loudoun County Tax Parcel No. 087-27-1235, as shown on the Loudoun County real property tax assessment records and on the land books maintained by the Loudoun County Commissioner of the Revenue.
Both Parcels are situated in Loudoun County, Commonwealth of Virginia, within the Ashburn area and in the general vicinity of the intersection of Dominion Ridge Boulevard and Waxpool Road. The tax identification numbers set forth above have been confirmed by Calderwood & Harkness through review of the Loudoun County GIS mapping system and cross-referenced against the records of the Loudoun County Commissioner of the Revenue as of May 30, 2024.
3.3 Aggregate Acreage
The approximate total land area of the Property, as depicted on the Surveys (defined below), is as follows:
Parcels 1 and 2 are contiguous and share a common boundary along a line running in a generally north-south direction. Together, the two parcels form a single, unified development site suitable for the construction and operation of the Virginia Campus. The combined acreage of approximately 142 acres has been verified by Calderwood & Harkness through review of the ALTA/NSPS Land Title Surveys described in Section 4 below.
3.4 Planned Use
The Property is intended to be developed, constructed, and operated as a hyperscale data-center campus. The principal characteristics of the planned development are as follows:
(a) Total Planned Critical IT Load Capacity: 120 megawatts ("MW"), to be delivered in multiple phases.
(b) Phase I: The initial phase of development ("Phase I") will deliver approximately 60 MW of critical IT load capacity across two data-center buildings (Buildings A and B), together with associated electrical infrastructure, cooling systems, site improvements, and supporting facilities. Phase I is budgeted at approximately Four Hundred Seventy-Five Million Dollars ($475,000,000), to be funded primarily from the USD Tranche of the Credit Agreement.
(c) Estimated Phase I Completion: Phase I is expected to achieve substantial completion and initial occupancy readiness by the fourth quarter of 2025 (Q4 2025), subject to standard construction contingencies and permitting timelines.
(d) Anchor Tenant: The Borrower has obtained a pre-lease letter of intent from Stratos Cloud Services, Inc., a Delaware corporation ("Stratos"), for the lease of approximately 30 MW of critical IT load capacity within Phase I, on a five-year initial term, at an annual base rent of Fourteen Million Four Hundred Thousand Dollars ($14,400,000). The Stratos pre-lease letter of intent has been reviewed by Calderwood & Harkness in connection with the delivery of the closing opinion and has been delivered to the Administrative Agent and the Collateral Agent as a Loan Document under the Credit Agreement.
The planned use of the Property as a data-center campus is consistent with the applicable zoning classification for the Property, as described further in Section 4.3 below.
Section 4. Survey Information
4.1 Survey Identification
Calderwood & Harkness has reviewed the ALTA/NSPS Land Title Survey (collectively, the "Surveys," and each, a "Survey") prepared for the Property, the material details of which are set forth below:
Title of Survey: ALTA/NSPS Land Title Survey of 4500–4550 Dominion Ridge Boulevard, Ashburn, Loudoun County, Virginia 20147
Prepared For: Ironhaven Data Centers LLC; Pinnacle Trust Company, N.A., as Collateral Agent; Keystone Title Guaranty Company, as Title Insurer; and Crescent Harbor Bank, N.A., as Administrative Agent
Survey Firm: Dominion Land Surveying, P.C., 22460 Fleet Street, Suite 210, Dulles, Virginia 20166
Licensed Surveyor: Andrew R. McAllister, Licensed Land Surveyor, Commonwealth of Virginia, License No. LS-003874
Date of Field Survey: April 25–28, 2024
Date of Plat: May 6, 2024
Plat Identification: The Survey consists of four (4) sheets, identified as Sheet 1 of 4 through Sheet 4 of 4, each bearing the seal and signature of Andrew R. McAllister, Licensed Land Surveyor, Commonwealth of Virginia, License No. LS-003874.
The Virginia Professional Land Surveyor license and seal of Andrew R. McAllister are affixed to each sheet of the Survey plat. Calderwood & Harkness has confirmed that Mr. McAllister's license is active and in good standing with the Virginia Board for Architects, Professional Engineers, Land Surveyors, Certified Interior Designers, and Landscape Architects as of the date hereof, based on a review of the publicly available license verification records maintained by the Virginia Department of Professional and Occupational Regulation.
4.2 Survey Standards
The Surveys were prepared in conformity with the 2021 Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys, as adopted and jointly promulgated by the American Land Title Association ("ALTA") and the National Society of Professional Surveyors ("NSPS"), a member organization of the American Congress on Surveying and Mapping (the "2021 ALTA/NSPS Standards").
In addition to the mandatory requirements of the 2021 ALTA/NSPS Standards, the following Table A Optional Items were selected and are reflected on the Surveys, as required by Section 4.01(j)(ii) of the Credit Agreement:
Item 1: Monuments placed (or referenced) at all major corners of the boundary of the surveyed property, as established in the field.
Item 2: Address(es) of the surveyed property shown on the plat, including the street address 4500–4550 Dominion Ridge Boulevard, Ashburn, Virginia 20147.
Item 3: Flood zone designation with reference to the Federal Emergency Management Agency ("FEMA") Flood Insurance Rate Map ("FIRM"), including the community panel number and effective date of the applicable FIRM panel.
Item 4: Gross land area of each parcel, stated in both acres and square feet.
Item 5: Vertical relief with contour intervals depicted on the plat, based on field-run spot elevations and tied to the North American Vertical Datum of 1988 (NAVD 88).
Item 6(a): Setback and building restriction lines, as established by applicable zoning ordinances and recorded restrictive covenants, shown on the plat with dimensions from the property boundary.
Item 6(b): Height restrictions applicable to the Property under the Loudoun County Revised 1993 Zoning Ordinance (as amended), as noted on the plat.
Item 7(a): Exterior dimensions of all buildings at ground level. (Note: As of the date of the field survey, the Property is unimproved vacant land; accordingly, no buildings exist on the Property, and this item is noted as "N/A — Vacant Land" on the plat.)
Item 8: Substantial features observed in the process of conducting the fieldwork, including, without limitation, parking areas, drives, fencing, walls, signs, landscaping, and evidence of recent grading or construction activity.
Item 9: Location of all utilities (including, but not limited to, electric, gas, water, sewer, stormwater, and telecommunications) serving the Property or crossing the Property, as observed in the field or identified through utility locate services, shown with approximate locations on the plat.
Item 11(a): Zoning classification of the Property, applicable setback requirements, and other dimensional regulations under the Loudoun County Revised 1993 Zoning Ordinance (as amended), as noted on the plat or in the surveyor's notes.
Item 13: Names of adjoining property owners per the land books and tax records of Loudoun County, shown along each boundary of the surveyed property.
Item 16: Evidence of underground utilities, including utility markers, valve covers, manholes, junction boxes, and other surface indications of underground infrastructure, as observed in the field.
Item 17: Exterior dimensions of structures on adjacent properties within five (5) feet of the boundaries of the surveyed property. (Note: No structures on adjacent properties were observed within five feet of any boundary of Parcels 1 or 2.)
Item 18: Off-site easements or servitudes benefiting the Property, to the extent disclosed in the title commitment or recorded documents provided to the surveyor, including ingress/egress easements and utility easements that benefit the Property but are located on adjoining lands.
Item 19: Confirmation that the surveyor maintains professional liability insurance coverage in a minimum amount of Two Million Dollars ($2,000,000) per occurrence, as stated in a certificate of insurance provided by the surveyor to Calderwood & Harkness and the Addressees.
The selection of the foregoing Table A Optional Items was made in consultation with the Administrative Agent, the Collateral Agent, and Blackthorn & Sundial Software, counsel to the Administrative Agent and the Lenders, and satisfies the requirements of Section 4.01(j)(ii) and Schedule 4.01(j) of the Credit Agreement.
4.3 Survey Findings — Summary
Based upon Calderwood & Harkness's review of the Surveys, the following summary of key survey findings is provided for the benefit of the Addressees. This summary is qualified in its entirety by reference to the full Surveys, reduced copies of which are attached hereto as Exhibit B:
(a) Contiguity. Both Parcels are contiguous and share a common boundary, forming a single, unified development site. The common boundary between Parcel 1 and Parcel 2 runs in a generally north-south direction for a distance of approximately 2,187 feet, as depicted on Sheet 1 of 4 of the Survey. There are no gaps, gores, or intervening strips of land between the two Parcels.
(b) No Encroachments. No encroachments from improvements on adjacent properties onto Parcel 1 or Parcel 2 were observed or depicted on the Surveys. Similarly, no improvements on Parcel 1 or Parcel 2 encroach beyond the boundaries of such Parcels onto adjacent properties. As noted above, the Property is currently unimproved vacant land; accordingly, the encroachment analysis pertains primarily to fencing, walls, paving, and other surface features, none of which were found to extend across boundary lines.
(c) Access. Existing vehicular and pedestrian access to the Property is provided via Dominion Ridge Boulevard, a public road maintained by the Virginia Department of Transportation ("VDOT") as Route 1492. The Surveys depict two access points: (i) a primary entrance driveway at the intersection of Dominion Ridge Boulevard and the internal access road serving Parcel 1, located approximately 320 feet south of the Waxpool Road intersection; and (ii) a secondary entrance serving Parcel 2, located approximately 1,100 feet south of the primary entrance along Dominion Ridge Boulevard. Access easements benefiting the Property have been confirmed through review of the recorded easement agreements and are reflected on the Surveys.
(d) Utility Easements. The Surveys depict the following utility easements crossing portions of both Parcels, each of which is reflected as a permitted exception in Schedule B-II of the Title Policy:
(i) A 30-foot-wide electric transmission and distribution easement in favor of Northgate Partners LLC, recorded in Deed Book 7823, Page 412, Loudoun County land records, running in an east-west direction across the southern portion of Parcel 1 for a distance of approximately 1,450 feet;
(ii) A 20-foot-wide water and sewer easement in favor of Loudoun Water, recorded in Deed Book 8104, Page 229, Loudoun County land records, running in a north-south direction along the western boundary of Parcel 2 for a distance of approximately 890 feet;
(iii) A 15-foot-wide telecommunications easement in favor of Harborline Industries, recorded in Deed Book 8367, Page 118, Loudoun County land records, running in a northeast-southwest direction across the northwestern corner of Parcel 1 for a distance of approximately 620 feet; and
(iv) A 10-foot-wide stormwater management easement in favor of Loudoun County, recorded in Deed Book 7956, Page 303, Loudoun County land records, located along the southeastern boundary of Parcel 2 and encompassing an existing stormwater retention area of approximately 0.4 acres.
Each of the foregoing utility easements has been identified as a Permitted Lien under the Credit Agreement and as a permitted exception under the Title Policy.
(e) Flood Zone Designation. The Surveys reflect that both Parcels are located entirely within FEMA Flood Zone X (areas determined to be outside the 0.2% annual chance floodplain), as depicted on FEMA Flood Insurance Rate Map, Community Panel No. 51107C0285G, with an effective date of June 2, 2020. Accordingly, neither Parcel 1 nor Parcel 2 is located within a Special Flood Hazard Area, and flood insurance is not required under the National Flood Insurance Act of 1968, as amended, or the Flood Disaster Protection Act of 1973, as amended.
(f) Wetlands. No wetlands are delineated within the surveyed area of either Parcel, which is consistent with the findings set forth in the Phase I Environmental Site Assessment (the "Phase I ESA") prepared by Greenline Environmental Solutions, Inc., dated March 22, 2024 (Report No. GES-24-0415), which was delivered to the Administrative Agent and the Collateral Agent as a condition precedent to closing under Section 4.01(k) of the Credit Agreement.
(g) Zoning. Both Parcels are zoned PD-IP (Planned Development – Industrial Park) under the Loudoun County Revised 1993 Zoning Ordinance (as amended) (the "Zoning Ordinance"). Data-center use is a permitted use within the PD-IP zoning district, subject to compliance with applicable site-plan approval, building permit, and special-use conditions. The Borrower has represented to Calderwood & Harkness that all necessary zoning approvals, including the approved Concept Development Plan (CDP) and Final Development Plan (FDP) for the Virginia Campus, have been obtained from the Loudoun County Board of Supervisors and the Loudoun County Department of Building and Development, respectively. The applicable dimensional requirements under the PD-IP zoning classification, as noted on the Survey, include a minimum front setback of 50 feet, minimum side setbacks of 25 feet, a minimum rear setback of 25 feet, and a maximum building height of 75 feet.
Section 5. Legal Descriptions
5.1 Parcel 1 — Tax Parcel No. 087-27-1234
The following is the metes and bounds legal description of Parcel 1 as set forth in the Surveys and as confirmed by Calderwood & Harkness to be identical to the legal descriptions contained in the Deed of Trust, the Title Policy, and the other Loan Documents:
ALL that certain lot, piece, or parcel of land, together with all improvements thereon and all appurtenances thereunto belonging, lying and being situate in Loudoun County, Commonwealth of Virginia, and more particularly described as follows:
BEGINNING at an iron rod found at the intersection of the southerly right-of-way line of Dominion Ridge Boulevard (Route 1492, variable width right-of-way) and the easterly line of the property now or formerly of Ashburn Technology Park Investors, LLC (Loudoun County Tax Parcel No. 087-27-1199), said point having Virginia Coordinate System (South Zone, NAD 83) coordinates of North 6,978,412.38 feet, East 11,842,673.15 feet;
thence along said southerly right-of-way line of Dominion Ridge Boulevard the following courses and distances:
South 72°14'28" East, a distance of 612.34 feet to a point;
thence along a curve to the right having a radius of 1,500.00 feet, an arc length of 487.92 feet, a chord bearing of South 62°53'11" East, and a chord distance of 486.14 feet to a point;
thence South 53°31'54" East, a distance of 843.67 feet to a point;
thence leaving said right-of-way line and running along the westerly line of the property now or formerly of Loudoun Gateway Center, LLC (Loudoun County Tax Parcel No. 087-27-1301):
South 18°26'43" West, a distance of 1,412.88 feet to a point;
thence South 22°03'17" West, a distance of 967.45 feet to a point;
thence along the southerly line of the herein described parcel and the northerly line of the property now or formerly of Waxpool Road Associates, LP (Loudoun County Tax Parcel No. 087-28-0012):
North 71°38'22" West, a distance of 2,014.56 feet to a point;
thence along the common boundary with Parcel 2 (Loudoun County Tax Parcel No. 087-27-1235):
North 17°42'09" East, a distance of 1,287.33 feet to a point;
thence North 14°55'51" East, a distance of 899.72 feet to a point;
thence along the easterly line of the property now or formerly of Ashburn Technology Park Investors, LLC (Loudoun County Tax Parcel No. 087-27-1199):
North 19°08'34" East, a distance of 423.18 feet to the POINT OF BEGINNING.
CONTAINING 89.3 acres (3,889,308 square feet), more or less, as shown on the ALTA/NSPS Land Title Survey prepared by Dominion Land Surveying, P.C. (Andrew R. McAllister, LS-003874), dated May 6, 2024, Sheets 1 through 4 of 4.
All bearings are referenced to the Virginia Coordinate System, South Zone (NAD 83). All distances are horizontal ground distances.
BEING the same property conveyed to Ironhaven Data Centers LLC, a Delaware limited liability company, by deed from Ashburn Ridge Development Company, LLC, a Virginia limited liability company, dated September 14, 2023, and recorded on September 18, 2023, in the Loudoun County Circuit Court Clerk's Office as Instrument No. 20230918-0042671.
The foregoing legal description is consistent with and identical in all material respects to the legal description set forth in Schedule B-II of the ALTA Lender's Title Insurance Policy (Policy No. KTG-2024-VA-0078931) issued by Keystone Title Guaranty Company. A standalone exhibit version of this legal description is attached hereto as Exhibit C.
5.2 Parcel 2 — Tax Parcel No. 087-27-1235
The following is the metes and bounds legal description of Parcel 2 as set forth in the Surveys and as confirmed by Calderwood & Harkness to be identical to the legal descriptions contained in the Deed of Trust, the Title Policy, and the other Loan Documents:
ALL that certain lot, piece, or parcel of land, together with all improvements thereon and all appurtenances thereunto belonging, lying and being situate in Loudoun County, Commonwealth of Virginia, and more particularly described as follows:
BEGINNING at an iron rod found at the southwesterly corner of Parcel 1 (Loudoun County Tax Parcel No. 087-27-1234) and the northwesterly corner of the herein described parcel, said point being located on the easterly line of the property now or formerly of Ashburn Technology Park Investors, LLC (Loudoun County Tax Parcel No. 087-27-1199), and having Virginia Coordinate System (South Zone, NAD 83) coordinates of North 6,976,347.21 feet, East 11,841,238.47 feet;
thence along the common boundary with Parcel 1 (Loudoun County Tax Parcel No. 087-27-1234):
South 14°55'51" West, a distance of 899.72 feet to a point;
thence South 17°42'09" West, a distance of 1,287.33 feet to a point on the northerly line of the property now or formerly of Waxpool Road Associates, LP (Loudoun County Tax Parcel No. 087-28-0012);
thence along said northerly line and the southerly line of the herein described parcel:
North 71°38'22" West, a distance of 1,147.89 feet to a point;
thence along the easterly line of the property now or formerly of Dulles South Business Park, LLC (Loudoun County Tax Parcel No. 087-27-1188):
North 08°12'47" East, a distance of 1,034.56 feet to a point;
thence North 12°44'33" East, a distance of 678.21 feet to a point;
thence along the southerly right-of-way line of Dominion Ridge Boulevard (Route 1492):
South 72°14'28" East, a distance of 734.18 feet to a point;
thence along the westerly line of Parcel 1 and the easterly line of the property now or formerly of Ashburn Technology Park Investors, LLC:
South 19°08'34" West, a distance of 423.18 feet to the POINT OF BEGINNING.
CONTAINING 52.7 acres (2,295,612 square feet), more or less, as shown on the ALTA/NSPS Land Title Survey prepared by Dominion Land Surveying, P.C. (Andrew R. McAllister, LS-003874), dated May 6, 2024, Sheets 1 through 4 of 4.
All bearings are referenced to the Virginia Coordinate System, South Zone (NAD 83). All distances are horizontal ground distances.
BEING the same property conveyed to Ironhaven Data Centers LLC, a Delaware limited liability company, by deed from Ashburn Ridge Development Company, LLC, a Virginia limited liability company, dated September 14, 2023, and recorded on September 18, 2023, in the Loudoun County Circuit Court Clerk's Office as Instrument No. 20230918-0042672.
The foregoing legal description is consistent with and identical in all material respects to the legal description set forth in Schedule B-II of the ALTA Lender's Title Insurance Policy (Policy No. KTG-2024-VA-0078931) issued by Keystone Title Guaranty Company. A standalone exhibit version of this legal description is attached hereto as Exhibit D.
5.3 Confirmation of Legal Description Accuracy
Calderwood & Harkness has conducted a careful review and comparison of the legal descriptions set forth in Sections 5.1 and 5.2 above against the legal descriptions appearing in each of the following documents, and hereby confirms that such legal descriptions are identical in all material respects:
(a) the Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing, dated as of June 3, 2024, executed by Ironhaven Data Centers LLC in favor of Pinnacle Trust Company, N.A., as Collateral Agent, as set forth in Exhibit A thereto;
(b) the ALTA Lender's Title Insurance Policy (Policy No. KTG-2024-VA-0078931) issued by Keystone Title Guaranty Company in the coverage amount of Four Hundred Seventy-Five Million Dollars ($475,000,000), as set forth in Schedule B-II thereto;
(c) the ALTA/NSPS Land Title Survey, dated May 6, 2024, prepared by Dominion Land Surveying, P.C. (Andrew R. McAllister, LS-003874), Sheets 1 through 4 of 4, as depicted thereon; and
(d) the Environmental Indemnity Agreement, dated as of June 3, 2024, executed by Ironhaven Data Centers LLC in favor of the Collateral Agent, as set forth in Exhibit A thereto.
In each instance, the metes and bounds descriptions, the courses and distances, the reference monuments, the parcel areas, and the recording references are identical. No material discrepancies were identified in any of the compared documents. A cross-reference table summarizing this confirmation is attached hereto as Annex A.
Section 6. Certifications
6.1 Calderwood & Harkness Certifications
Calderwood & Harkness LLP hereby certifies to each of the Addressees identified in Section 1 above as follows:
(a) Survey Compliance. The ALTA/NSPS Land Title Surveys for Parcel 1 (Tax Parcel No. 087-27-1234) and Parcel 2 (Tax Parcel No. 087-27-1235), prepared by Dominion Land Surveying, P.C. (Andrew R. McAllister, LS-003874), dated May 6, 2024, comply with the 2021 Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys, as jointly established by the American Land Title Association and the National Society of Professional Surveyors, and include each of the Table A Optional Items listed in Section 4.2 above, as required by Section 4.01(j)(ii) and Schedule 4.01(j) of the Credit Agreement.
(b) Legal Description Consistency. The legal descriptions set forth in Sections 5.1 and 5.2 of this Certificate are identical in all material respects to the legal descriptions contained in (i) the Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing encumbering the Property, (ii) the ALTA Lender's Title Insurance Policy (Policy No. KTG-2024-VA-0078931) issued by Keystone Title Guaranty Company in the coverage amount of $475,000,000, (iii) the Environmental Indemnity Agreement delivered by the Borrower, and (iv) the UCC-1 financing statement (fixture filing) filed with the Loudoun County Circuit Court Clerk's Office. The legal descriptions have been compared on a line-by-line, course-by-course, and distance-by-distance basis, and no material discrepancies have been identified.
(c) Acreage Confirmation. The aggregate land area of Parcels 1 and 2, as shown on the Surveys, is approximately one hundred forty-two (142) acres, consisting of approximately eighty-nine and three-tenths (89.3) acres for Parcel 1 and approximately fifty-two and seven-tenths (52.7) acres for Parcel 2, in each case as depicted on the Surveys and stated in the legal descriptions.
(d) No Encroachments. Based solely upon Calderwood & Harkness's review of the Surveys, no material encroachments by improvements on adjacent properties onto Parcel 1 or Parcel 2, or by improvements on Parcel 1 or Parcel 2 onto adjacent properties, are shown on the Surveys. As of the date of the field survey (April 25–28, 2024), both Parcels were unimproved vacant land.
(e) Access. The Surveys depict adequate vehicular and pedestrian access from both Parcels to the public right-of-way, specifically Dominion Ridge Boulevard (VDOT Route 1492), which is a publicly maintained road. The Surveys depict two access points serving the Property, as described in Section 4.3(c) above.
(f) Flood Zone. The Surveys reflect that both Parcel 1 and Parcel 2 are located entirely within FEMA Flood Zone X (areas determined to be outside the 0.2% annual chance floodplain), as shown on FEMA Flood Insurance Rate Map, Community Panel No. 51107C0285G, effective June 2, 2020. Neither Parcel is located within a Special Flood Hazard Area.
(g) Tax Parcel Numbers. The tax parcel numbers for the Property are confirmed as Loudoun County Tax Parcel No. 087-27-1234 (Parcel 1) and Loudoun County Tax Parcel No. 087-27-1235 (Parcel 2), based upon Calderwood & Harkness's review of the Loudoun County real property tax records and the Surveys.
(h) Deed of Trust Recording. The Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing encumbering both Parcels is in form suitable for recording in the Loudoun County Circuit Court Clerk's Office, Loudoun County, Virginia, and, upon such recording in accordance with the applicable recording requirements of the Commonwealth of Virginia, will constitute a valid lien on the Property, subject only to the Permitted Liens described in the Credit Agreement and the permitted exceptions set forth in the Title Policy.
6.2 Surveyor's Certification
Attached hereto as Exhibit A is a true, correct, and complete copy of the surveyor's certification appearing on the face of the ALTA/NSPS Land Title Survey plat (Sheet 1 of 4), executed by Andrew R. McAllister, Licensed Land Surveyor, Commonwealth of Virginia, License No. LS-003874, of Dominion Land Surveying, P.C. The surveyor's certification is addressed to, and may be relied upon by, the following parties:
(i) Ironhaven Data Centers LLC;
(ii) Pinnacle Trust Company, N.A., as Collateral Agent;
(iii) Keystone Title Guaranty Company; and
(iv) Crescent Harbor Bank, N.A., as Administrative Agent.
The surveyor's certification confirms that the Survey was prepared in accordance with the 2021 ALTA/NSPS Minimum Standard Detail Requirements, including the applicable Table A Optional Items, and that the Survey accurately depicts the boundaries, area, dimensions, and physical features of the Property as of the date of the field survey. The full text of the surveyor's certification is set forth in Exhibit A.
Section 7. Permitted Exceptions and Easements
The legal descriptions set forth in Sections 5.1 and 5.2 above, and the Property described thereby, are subject to the following exceptions and easements, each of which is consistent with, and reflected as, a permitted exception in Schedule B-II of the ALTA Lender's Title Insurance Policy (Policy No. KTG-2024-VA-0078931) issued by Keystone Title Guaranty Company:
(a) Real estate taxes and assessments for the fiscal year commencing July 1, 2024, and all subsequent fiscal years, not yet due and payable as of the Closing Date. The Borrower has represented to Calderwood & Harkness and the Addressees that all real estate taxes and assessments for all prior fiscal years have been paid in full, and no delinquent taxes or special assessments are outstanding with respect to either Parcel.
(b) Utility easements for electric, water, sewer, stormwater, and telecommunications crossing portions of both Parcels, as more particularly described in Section 4.3(d) above and as shown on the Surveys, including, without limitation:
(i) the 30-foot-wide Northgate Partners LLC electric transmission and distribution easement (Deed Book 7823, Page 412);
(ii) the 20-foot-wide Loudoun Water water and sewer easement (Deed Book 8104, Page 229);
(iii) the 15-foot-wide Stonefield Corporation telecommunications easement (Deed Book 8367, Page 118); and
(iv) the 10-foot-wide Loudoun County stormwater management easement (Deed Book 7956, Page 303).
(c) Any matters shown on the Surveys that have been reviewed and accepted by the Collateral Agent and the Administrative Agent as not materially interfering with the current or intended use of the Property or the value thereof as security for the obligations under the Credit Agreement.
(d) Rights of tenants under the pre-lease letter of intent with Stratos Cloud Services, Inc., to the extent that such interest constitutes a permitted encumbrance under Section 7.01 of the Credit Agreement. As of the Closing Date, no lease has been executed; the pre-lease letter of intent is non-binding and does not constitute a leasehold interest in the Property. To the extent a lease is subsequently executed and delivered, such lease will be subject to the terms of the Deed of Trust and the subordination, non-disturbance, and attornment agreement to be entered into among the Borrower, Stratos, and the Collateral Agent.
Calderwood & Harkness has reviewed each of the foregoing exceptions and confirms that each constitutes a "Permitted Lien" as defined in Section 1.01 of the Credit Agreement and as set forth on Schedule 7.01(c) thereto. No exception listed above, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect (as defined in the Credit Agreement) on the value of the Property or the Collateral Agent's security interest therein.
Section 8. Reliance and Limitations
The certifications, statements, and confirmations set forth in this Certificate are subject to the following qualifications and limitations:
(a) Delivery Pursuant to Credit Agreement. This Certificate is delivered pursuant to Section 4.01(j) of the Credit Agreement as a condition precedent to the initial funding of the USD Tranche on the Closing Date (June 3, 2024). Delivery of this Certificate is intended to satisfy the requirements set forth therein and in no way expands or limits the representations and warranties made by the Borrower or the Parent Guarantor in the Credit Agreement or the other Loan Documents.
(b) Reliance by Addressees. This Certificate may be relied upon by the Addressees identified in Section 1 above and their respective successors and assigns, including any assignee of a Lender's interests under the Credit Agreement pursuant to an Assignment and Assumption Agreement or a participation agreement, provided that such reliance shall be subject to the qualifications and limitations set forth in this Section 8.
(c) Basis of Certifications. Calderwood & Harkness's certifications herein are based solely upon (i) its review of the ALTA/NSPS Land Title Surveys prepared by Dominion Land Surveying, P.C. (Andrew R. McAllister, LS-003874), dated May 6, 2024; (ii) its review of the title insurance commitment and the Title Policy issued by Keystone Title Guaranty Company; (iii) its review of the Deed of Trust, the Environmental Indemnity Agreement, the UCC-1 financing statement (fixture filing), and the other closing deliverables; and (iv) information provided by the Borrower and its representatives. Calderwood & Harkness's certifications are not based upon, and Calderwood & Harkness has not conducted, an independent physical inspection of the Property. Calderwood & Harkness has not independently verified the accuracy of the Surveys by conducting its own field survey, measurement, or boundary determination.
(d) Reliance on Surveyor and Title Insurer. Calderwood & Harkness has relied upon (i) the professional certification of Andrew R. McAllister, Licensed Land Surveyor, Commonwealth of Virginia, License No. LS-003874, as set forth on the face of the Survey plat, and (ii) the title examination and title insurance underwriting conducted by Keystone Title Guaranty Company as reflected in the title insurance commitment and the Title Policy. Calderwood & Harkness has not conducted an independent title examination of the Property.
(e) No Obligation to Update. This Certificate is given as of the Closing Date (June 3, 2024), and speaks only as of such date. Calderwood & Harkness assumes no obligation to update, supplement, or revise this Certificate after the Closing Date, whether as a result of changes in law, fact, or circumstances, or as a result of any subsequent survey, title search, physical change to the Property, or otherwise.
(f) Governing Law. This Certificate shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to principles of conflicts of law (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law).
Section 9. Signature
IN WITNESS WHEREOF, the undersigned has executed this Survey and Legal Description Certificate as of the date first set forth above.
CALDERWOOD & HARKNESS LLP
By: ________
Name: Stephanie Okafor
Title: Partner, Banking & Finance
Responsible Partner, Matter No. 1043-00001
Date: June 3, 2024
Calderwood & Harkness LLP 125 Broad Street New York, New York 10004 Telephone: (212) 555-4800 Facsimile: (212) 555-4801
Email: sokafor@calderwoodharkness.com
EXHIBIT A
SURVEYOR'S CERTIFICATION (Copy of Certification Appearing on Face of ALTA/NSPS Land Title Survey Plat)
The following is a true, correct, and complete reproduction of the surveyor's certification as it appears on Sheet 1 of 4 of the ALTA/NSPS Land Title Survey prepared by Dominion Land Surveying, P.C.:
SURVEYOR'S CERTIFICATION
To: Ironhaven Data Centers LLC; Pinnacle Trust Company, N.A. (as Collateral Agent); Keystone Title Guaranty Company; and Crescent Harbor Bank, N.A. (as Administrative Agent)
This is to certify that this map or plat and the survey on which it is based were made in accordance with the 2021 Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys, jointly established and adopted by the American Land Title Association and the National Society of Professional Surveyors, and includes Items 1, 2, 3, 4, 5, 6(a), 6(b), 7(a), 8, 9, 11(a), 13, 16, 17, 18, and 19 of Table A thereof. The fieldwork was completed on April 28, 2024.
I further certify that:
(a) The survey was made on the ground, and the plat accurately depicts the boundaries, area, dimensions, and physical features of the property surveyed, as of the date of the field survey.
(b) The property surveyed consists of two (2) contiguous parcels, identified as Parcel 1 (Loudoun County Tax Parcel No. 087-27-1234, containing approximately 89.3 acres) and Parcel 2 (Loudoun County Tax Parcel No. 087-27-1235, containing approximately 52.7 acres), with a combined area of approximately 142.0 acres.
(c) No encroachments by improvements on adjacent properties onto the surveyed parcels, or by improvements on the surveyed parcels onto adjacent properties, were observed in the course of conducting the fieldwork.
(d) The property has access to the public right-of-way (Dominion Ridge Boulevard, VDOT Route 1492) at two points as shown on the plat.
(e) The property is located in FEMA Flood Zone X (areas determined to be outside the 0.2% annual chance floodplain), as shown on FEMA FIRM Community Panel No. 51107C0285G, effective date June 2, 2020.
(f) All monuments shown on the plat were found or set as indicated.
(g) The undersigned maintains professional liability insurance coverage in a minimum amount of $2,000,000 per occurrence, as evidenced by a certificate of insurance available upon request.
Date of Certification: May 6, 2024