ALTA LENDER'S TITLE INSURANCE POLICY
KEYSTONE TITLE GUARANTY COMPANY
Virginia Campus — Ironhaven Data Centers LLC
$950,000,000 Senior Secured Term Loan B Credit Agreement
Policy No. LTP-2024-VA-007892 Coverage Amount: $475,000,000.00 Effective Date: June 3, 2024
This document package consists of two parts: Part One — Calderwood & Harkness LLP Review Letter and Transmittal; and Part Two — ALTA Lender's Title Insurance Policy issued by Keystone Title Guaranty Company.
PART ONE
CALDERWOOD & HARKNESS LLP
REVIEW LETTER AND TRANSMITTAL
CALDERWOOD & HARKNESS LLP Attorneys at Law 125 Broad Street New York, New York 10004 Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com
June 3, 2024
VIA EMAIL AND OVERNIGHT COURIER
Pinnacle Trust Company, N.A. as Collateral Agent 101 Constitution Avenue NW Washington, D.C. 20001
Attention: William Hargrove, Senior Vice President, Corporate Trust
Crescent Harbor Bank, N.A. as Administrative Agent 1200 Harbor Point Drive Charlotte, North Carolina 28202
Attention: Thomas Beckett, Vice President, Loan Operations & Agency Services
Re: ALTA Lender's Title Insurance Policy — Virginia Campus Ironhaven Data Centers LLC $950,000,000 Senior Secured Term Loan B Credit Agreement dated May 15, 2024 Calderwood & Harkness Matter No. 1043-00001
Dear Mr. Hargrove and Mr. Beckett:
I. Introduction and Scope of Review
Calderwood & Harkness LLP ("Calderwood & Harkness" or "we") serves as borrower's counsel to Ironhaven Data Centers LLC, a Delaware limited liability company (the "Borrower" or "IHDC"), 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 the Borrower, Ironhaven Frankfurt GmbH (as Co-Borrower), Ironhaven Holdings Inc. (as Parent Guarantor), Crescent Harbor Bank, N.A. (as Administrative Agent), Pinnacle Trust Company, N.A. (as Collateral Agent), and the Lenders party thereto. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement.
We have reviewed the ALTA Lender's Title Insurance Policy No. LTP-2024-VA-007892 (the "Policy"), issued by Keystone Title Guaranty Company ("Keystone" or the "Title Company"), effective as of June 3, 2024, at 2:30 p.m. Eastern Time. The Policy insures the first-priority lien of Pinnacle Trust Company, N.A. ("Pinnacle"), as Collateral Agent for the benefit of the Secured Parties under the Credit Agreement, in the aggregate amount of Four Hundred Seventy-Five Million Dollars ($475,000,000.00).
The insured lien arises under the Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing (the "Deed of Trust"), dated as of June 3, 2024, executed by the Borrower, as Grantor, for the benefit of the Collateral Agent, and recorded on June 3, 2024 in the land records of Loudoun County, Virginia. The Deed of Trust encumbers certain real property consisting of two contiguous parcels identified as Tax Parcel Nos. 087-27-1234 and 087-27-1235, containing in the aggregate approximately 142 acres and located at 4500–4550 Dominion Ridge Boulevard, Ashburn, Loudoun County, Virginia 20147 (collectively, the "Property" or the "Virginia Campus").
Our review of the Policy has been conducted for the purpose of confirming that the title insurance deliverable satisfies the requirements set forth in the Credit Agreement in connection with the conditions precedent to the initial funding of the Virginia campus Phase I construction disbursements. This letter sets forth our findings and conclusions.
II. Summary of Review Findings
Based upon our review of the Policy, its schedules, endorsements, and associated documentation, we confirm the following:
1. Compliance with Credit Agreement Conditions Precedent. The Policy conforms in all material respects to the requirements of the Credit Agreement governing the delivery of title insurance as a condition precedent to the initial funding under the Virginia campus controlled disbursement escrow. The Policy has been issued in the form, amount, and substance required by the Credit Agreement and is satisfactory to us in our capacity as borrower's counsel.
2. Named Insured. The Policy correctly identifies the named insured as Pinnacle Trust Company, N.A., a national trust company, as Collateral Agent for the benefit of the Secured Parties under the Credit Agreement. The insured capacity of Pinnacle as Collateral Agent is consistent with the security structure contemplated by the Credit Agreement and the related Collateral Agency Agreement.
3. Coverage Amount. The amount of insurance under the Policy is $475,000,000.00, which corresponds to the Virginia campus Phase I construction funding amount under the use of proceeds provisions of the Credit Agreement. This amount represents the portion of the aggregate $950,000,000 facility that is allocable to the Virginia campus and is the appropriate coverage amount for the insured Deed of Trust.
4. Policy Form. The Policy is issued on the ALTA Loan Policy form (06-17-06), as approved for use in the Commonwealth of Virginia by the Virginia State Corporation Commission, Bureau of Insurance. This is the most recent approved form for lender's title insurance policies in Virginia and is the form required under the Credit Agreement.
5. Effective Date. The effective date of the Policy is June 3, 2024, at 2:30 p.m. Eastern Time, which is the date and time of recording of the Deed of Trust in the land records of Loudoun County, Virginia. This effective date is consistent with the Closing Date as defined in the Credit Agreement.
6. Estate Insured. The Policy insures a fee simple estate in the Property, vested in Ironhaven Data Centers LLC, a Delaware limited liability company. We have independently confirmed through our review of the organizational documents that the Borrower is duly organized, validly existing, and in good standing under the laws of the State of Delaware and is registered to transact business in the Commonwealth of Virginia.
III. Analysis of Schedule B Exceptions
We have reviewed each exception set forth in Schedule B — Part I (Exceptions from Coverage) of the Policy. Our analysis confirms that all exceptions fall within the categories of "Permitted Liens" or "Permitted Encumbrances" as defined in the Credit Agreement. No exception constitutes a material defect in title, and no exception would reasonably be expected to materially impair the Collateral Agent's first-priority lien position or the Borrower's ability to develop, operate, and maintain the Virginia Campus as a hyperscale data center facility. Our specific analysis of each exception is set forth below:
Exception 1 — Standard Pre-Printed General Exceptions. The standard ALTA general exceptions (items 1 through 5) have been deleted from the Policy. Extended coverage has been provided based upon the delivery of (a) the ALTA/NSPS survey dated May 20, 2024, (b) the affidavit of possession executed by the Borrower, and (c) the gap indemnity delivered by the Borrower in favor of the Title Company. No further action is required with respect to this item.
Exception 2 — Real Property Taxes. Real property taxes and assessments levied by Loudoun County, Virginia, for the current fiscal year (2024) are noted as a lien not yet due and payable. We have confirmed that all prior years' taxes through fiscal year 2023 have been paid in full and that no delinquent tax liens exist against the Property. This is a standard and customary exception that is expressly included within the definition of "Permitted Liens" under the Credit Agreement. We approve this exception.
Exception 3 — Utility Easements of Record. Two utility easements are identified: (a) an easement for electrical transmission lines granted to Northgate Partners LLC, affecting a strip of land approximately 50 feet in width along the eastern boundary of Parcel 1; and (b) an easement for water and sewer infrastructure granted to Loudoun Water Authority, running through the northern portion of Parcel 2, approximately 30 feet in width. We have reviewed both easements against the ALTA/NSPS survey dated May 20, 2024 and confirmed that neither easement encroaches upon or materially impairs the planned building locations, access roads, or utility corridors as depicted on the Borrower's approved site plan for the Phase I development. The Ostrander Enterprises easement is, in fact, essential to the delivery of electrical power to the campus. Both easements are approved as Permitted Encumbrances under the Credit Agreement.
Exception 4 — Declaration of Restrictive Covenants. A Declaration of Restrictive Covenants for the Ashburn Technology Park, recorded in the Loudoun County land records, imposes general development standards including building height, setback, landscaping, and signage requirements. We have reviewed the declaration in its entirety and confirmed that the covenants do not prohibit or restrict data center use, colocation services, or the ancillary support functions contemplated for the campus. The development standards are consistent with the Borrower's planned Phase I construction. We approve this exception as a Permitted Encumbrance.
Exception 5 — Rights of Tenants. The rights of tenants or parties in possession under unrecorded leases or occupancy arrangements are noted, including the pre-lease letter of intent with Stratos Cloud Services, Inc. (30 MW capacity, 5-year initial term, approximately $14,400,000 in annual base rent). All such rights are identified as being subordinate to the insured Deed of Trust, without any option to purchase. We note that the Stratos Cloud Services pre-lease arrangement was reviewed and approved by the Administrative Agent in connection with the credit approval process and is specifically identified as a Permitted Lease in the Credit Agreement. This exception is approved.
Exception 6 — Mineral Rights Reservation. A possible reservation or exception of mineral rights under instruments of record predating the current chain of title is noted. This exception is mitigated by the ALTA 35 endorsement (Minerals and Other Subsurface Substances — Virginia), which provides affirmative coverage against damage to improvements arising from the exercise of any such mineral rights. We have reviewed the ALTA 35 endorsement and are satisfied that it adequately addresses the risk. This exception is approved.
Exception 7 — Matters Shown on Survey. Matters disclosed by the ALTA/NSPS survey dated May 20, 2024 are excepted, limited to those items specifically identified in the surveyor's notes. The survey confirmed no encroachments, no boundary discrepancies, and adequate vehicular and pedestrian access to and from Dominion Ridge Boulevard. The ALTA 25 (Same as Survey) endorsement ties the legal description to the surveyed boundaries. This exception is approved.
Affirmative Confirmation Regarding Prior Liens. We note with approval that the Policy does not contain any exception for any lien, security interest, or encumbrance in favor of Greystone Mezzanine Fund II, LP (CUSIP 39817MAB3) or any of its affiliates. We have independently confirmed that all liens previously held by Greystone Mezzanine Fund II, LP against the Property have been released, including (a) the release of any prior deed of trust recorded in the Loudoun County land records, and (b) the filing of UCC-3 termination statements with the Delaware Secretary of State as of the Closing Date. The title records are clear of all such prior encumbrances.
IV. Endorsements Confirmed
We have confirmed that the following ALTA endorsements have been obtained and are attached to the Policy, as required by the Credit Agreement:
(a) ALTA 3.1 — Zoning (with Parking and Loading). This endorsement confirms that the Property is zoned under the Loudoun County zoning ordinance in a classification that permits data center and colocation facility use and that the Property complies with applicable parking and loading requirements.
(b) ALTA 9 — Restrictions, Encroachments, Minerals (Comprehensive). This endorsement provides affirmative coverage against loss arising from existing violations of covenants, conditions, and restrictions; encroachments; and mineral reservations affecting the Property.
(c) ALTA 11 — Modification of Mortgage. This endorsement insures the continuation of lien priority in the event of future modifications to the Deed of Trust, including amendments related to the Credit Agreement. This endorsement is essential to the transaction structure, which contemplates possible future amendments and extensions.
(d) ALTA 17 — Access and Entry. This endorsement insures that the Property has direct and unimpeded vehicular and pedestrian access to and from Dominion Ridge Boulevard, a publicly maintained road in Loudoun County, Virginia.
(e) ALTA 25 — Same as Survey. This endorsement confirms that the legal description set forth in Schedule A of the Policy is the same as the land depicted on the ALTA/NSPS survey dated May 20, 2024, prepared for the transaction and certified to the insured, the Borrower, and the Title Company.
(f) ALTA 28.1 — Easement — Damage or Enforced Removal. This endorsement provides coverage against damage to improvements or enforced removal resulting from the exercise of easement rights by Northgate Partners LLC and Loudoun Water Authority under the easements identified as Schedule B exceptions.
(g) ALTA 35 — Minerals and Other Subsurface Substances (Virginia). This endorsement provides affirmative coverage against damage to improvements arising from the exercise of mineral rights referenced in Exception 6 of Schedule B.
(h) Environmental Protection Lien Endorsement (Virginia-Specific). This endorsement provides coverage against the priority of any environmental protection lien that may arise under Virginia law, including liens arising under the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA), the Virginia Waste Management Act, or similar state or federal environmental statutes.
(i) Variable Rate Endorsement. This endorsement covers the insured mortgage securing a variable-rate obligation, specifically the term loan bearing interest at SOFR plus 425 basis points with a SOFR floor of 0.50%, as set forth in the Credit Agreement.
(j) Revolving Credit / Future Advance Endorsement. This endorsement insures the priority of the Deed of Trust with respect to future advances, including controlled disbursements from the $475,000,000 Virginia campus construction escrow established under the Escrow Agreement among the Borrower, Crescent Harbor Bank, N.A., and Pinnacle Trust Company, N.A. This endorsement is critical to the controlled disbursement structure, under which funds are drawn down in stages as construction milestones are achieved.
(k) Contiguity Endorsement. This endorsement confirms that Tax Parcel Nos. 087-27-1234 and 087-27-1235 are contiguous, share a common boundary, and together form a single integrated tract of approximately 142 acres constituting the Virginia Campus.
We have reviewed each endorsement for compliance with the specific requirements of the Credit Agreement and the related closing checklist. All endorsements are in the form and substance required by the Credit Agreement, and no additional endorsements are required to satisfy the conditions precedent to funding.
V. Recommendation
Based upon the foregoing review and analysis, Calderwood & Harkness LLP confirms that the ALTA Lender's Title Insurance Policy No. LTP-2024-VA-007892, issued by Keystone Title Guaranty Company, satisfies the title insurance conditions precedent to initial funding under the Credit Agreement. The Policy provides the Collateral Agent and the Secured Parties with the requisite assurance of a first-priority lien on the Virginia Campus, subject only to the Permitted Liens and Permitted Encumbrances identified above and approved in accordance with the terms of the Credit Agreement.
We recommend that the Administrative Agent and the Collateral Agent accept the Policy for the purposes of satisfying the applicable conditions precedent to the initial funding under the controlled disbursement escrow for the Virginia campus Phase I construction.
This letter is furnished solely for the benefit of the addressees identified herein and their successors and assigns in their respective capacities under the Credit Agreement. This letter may not be relied upon by any other party without our prior written consent. Our analysis is based upon the laws of the Commonwealth of Virginia and the State of New York in effect as of the date hereof, and we assume no obligation to update this letter for changes in law occurring after the date hereof.
We remain available to discuss any questions regarding the Policy or the matters addressed in this letter.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Stephanie Okafor
Title: Partner, Banking & Finance
Calderwood & Harkness LLP
By: ________
Name: Daniel Obi
Title: Associate, Banking & Finance
Calderwood & Harkness LLP
cc:
Catherine Ellsworth, Esq. Blackthorn & Sundial Software 51 West 52nd Street New York, New York 10019
Jonathan Pryce-Williams, Esq. General Counsel & Secretary Ironhaven Data Centers LLC 4500 Dominion Ridge Boulevard, Suite 300 Ashburn, Virginia 20147
Enclosures: ALTA Lender's Title Insurance Policy No. LTP-2024-VA-007892 (with Schedules and Endorsements)
PART TWO
ALTA LENDER'S TITLE INSURANCE POLICY
KEYSTONE TITLE GUARANTY COMPANY
KEYSTONE TITLE GUARANTY COMPANY 1750 Tysons Boulevard, Suite 600 McLean, Virginia 22102 Telephone: (703) 448-7500
ALTA LOAN POLICY (06-17-06)
POLICY OF TITLE INSURANCE
Issued by
KEYSTONE TITLE GUARANTY COMPANY
POLICY COVER PAGE
Named Insured:
Pinnacle Trust Company, N.A., a national trust company organized and existing under the laws of the United States, as Collateral Agent for the benefit of the Secured Parties under that certain Senior Secured Term Loan B Credit Agreement, dated as of May 15, 2024 (the "Credit Agreement"), among Ironhaven Data Centers LLC, a Delaware limited liability company (as Borrower), Ironhaven Frankfurt GmbH, a company organized under the laws of the Federal Republic of Germany (as Co-Borrower), Ironhaven Holdings Inc., a Delaware corporation (as Parent Guarantor), Crescent Harbor Bank, N.A. (as Administrative Agent), and the Lenders party thereto from time to time.
Address for Notices to Named Insured:
Pinnacle Trust Company, N.A. 101 Constitution Avenue NW Washington, D.C. 20001
Attention: William Hargrove, Senior Vice President, Corporate Trust
Telephone: (202) 555-7100
Email: william.hargrove@pinnacletrust.com
Covered Mortgage / Insured Instrument:
The mortgage or deed of trust (hereinafter referred to as the "Insured Mortgage") described in this Policy is:
That certain Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing (the "Deed of Trust"), dated as of June 3, 2024, executed by Ironhaven Data Centers LLC, a Delaware limited liability company (EIN: 84-3291057), as Grantor, to Commonwealth Land Trustees, Inc., a Virginia corporation, as Trustee, for the benefit of Pinnacle Trust Company, N.A., as Collateral Agent, recorded on June 3, 2024 in the land records of Loudoun County, Virginia, as Instrument No. 20240603-001487.
The Insured Mortgage secures the indebtedness of the Borrower under the Credit Agreement in the maximum principal amount of Nine Hundred Fifty Million Dollars ($950,000,000.00), of which Four Hundred Seventy-Five Million Dollars ($475,000,000.00) is allocable to the Virginia campus and constitutes the coverage amount of this Policy. The Insured Mortgage also secures all interest, fees, expenses, and other obligations arising under the Credit Agreement and the related Loan Documents.
SCHEDULE A
DESCRIPTION OF THE ESTATE OR INTEREST, TITLE, AND INSURED MORTGAGE
Section 1 — Type of Estate or Interest in the Land:
Fee Simple
Section 2 — Title to the Estate or Interest in the Land is Vested In:
Ironhaven Data Centers LLC, a Delaware limited liability company
Address: 4500 Dominion Ridge Boulevard, Suite 300, Ashburn, Virginia 20147
State of Organization: Delaware Registered to Transact Business in the Commonwealth of Virginia: Yes (Virginia State Corporation Commission ID No. S8724319)
Section 3 — The Insured Mortgage and Assignments Thereof, if Any, Are Identified as Follows:
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, as Grantor, to Commonwealth Land Trustees, Inc., as Trustee, for the benefit of Pinnacle Trust Company, N.A., as Collateral Agent, recorded on June 3, 2024 in the land records of Loudoun County, Virginia, as Instrument No. 20240603-001487.
Section 4 — The Land Referred to in this Policy is Described as Follows:
The land described herein consists of two parcels located in Loudoun County, Virginia, which together form a single contiguous tract of approximately 142 acres, more particularly described as follows:
Parcel 1 — Tax Parcel No. 087-27-1234
ALL THAT certain lot or parcel of land, together with all improvements thereon and all rights, privileges, easements, and appurtenances thereunto belonging, situate, lying and being in the Ashburn Magisterial District, Loudoun County, Virginia, and being more particularly described as follows:
BEGINNING at a point on the southerly right-of-way line of Dominion Ridge Boulevard (Route 643), said point being the northeast corner of the herein described parcel and the northwest corner of Lot 15A, Ashburn Technology Park, Section 4, as shown on plat of subdivision recorded in Deed Book 3847, Page 2156, among the land records of Loudoun County, Virginia; thence departing said right-of-way line and running with the eastern boundary of the herein described parcel and the western boundary of said Lot 15A:
S 04° 22' 38" E, a distance of 2,147.62 feet to an iron pin found; thence
S 85° 37' 22" W, a distance of 1,985.41 feet to an iron pin set; thence
N 04° 18' 15" W, a distance of 873.29 feet to an iron pin found; thence
N 52° 14' 33" W, a distance of 412.67 feet to an iron pin set; thence
N 04° 22' 38" W, a distance of 1,031.85 feet to a point on the southerly right-of-way line of Dominion Ridge Boulevard; thence with said right-of-way line
N 85° 37' 22" E, a distance of 2,287.14 feet to the POINT OF BEGINNING.
Containing 98.04 acres, more or less, as shown on that certain plat of survey entitled "ALTA/NSPS Land Title Survey for Ironhaven Data Centers LLC, Parcel 1 — Tax Parcel No. 087-27-1234, Ashburn, Loudoun County, Virginia," dated May 20, 2024, prepared by Dominion Survey Associates, P.C., and recorded among the land records of Loudoun County, Virginia.
Street Address: 4500 Dominion Ridge Boulevard, Ashburn, Virginia 20147
Reference to Recorded Subdivision Plat: Plat of Ashburn Technology Park, Section 4, Lots 14 and 14A, recorded in Deed Book 3847, Page 2156, Loudoun County land records, as modified by Boundary Line Adjustment Plat recorded in Deed Book 4215, Page 887.
Parcel 2 — Tax Parcel No. 087-27-1235
ALL THAT certain lot or parcel of land, together with all improvements thereon and all rights, privileges, easements, and appurtenances thereunto belonging, situate, lying and being in the Ashburn Magisterial District, Loudoun County, Virginia, and being more particularly described as follows:
BEGINNING at a point on the southerly right-of-way line of Dominion Ridge Boulevard (Route 643), said point being the northwest corner of the herein described parcel and the northeast corner of Parcel 1 (Tax Parcel No. 087-27-1234) as described above; thence departing said right-of-way line and running with the western boundary of the herein described parcel and the eastern boundary of said Parcel 1:
S 04° 22' 38" E, a distance of 2,147.62 feet to an iron pin found, said pin being the southeast corner of Parcel 1; thence departing the boundary of Parcel 1 and running with the southern boundary of the herein described parcel
N 85° 37' 22" E, a distance of 892.73 feet to an iron pin set; thence
N 04° 18' 15" W, a distance of 2,143.18 feet to a point on the southerly right-of-way line of Dominion Ridge Boulevard; thence with said right-of-way line
S 85° 37' 22" W, a distance of 896.29 feet to the POINT OF BEGINNING.
Containing 44.12 acres, more or less, as shown on that certain plat of survey entitled "ALTA/NSPS Land Title Survey for Ironhaven Data Centers LLC, Parcel 2 — Tax Parcel No. 087-27-1235, Ashburn, Loudoun County, Virginia," dated May 20, 2024, prepared by Dominion Survey Associates, P.C., and recorded among the land records of Loudoun County, Virginia.
Street Address: 4550 Dominion Ridge Boulevard, Ashburn, Virginia 20147
Reference to Recorded Subdivision Plat: Plat of Ashburn Technology Park, Section 4, Lot 15, recorded in Deed Book 3847, Page 2156, Loudoun County land records, as modified by Boundary Line Adjustment Plat recorded in Deed Book 4215, Page 893.
Combined Total Acreage: Approximately 142.16 acres (98.04 + 44.12), consistent with the ALTA/NSPS survey certified for the transaction and the Survey and Legal Description Certificate delivered at closing.
Note: Parcels 1 and 2 are contiguous and share a common boundary along the eastern boundary of Parcel 1 and the western boundary of Parcel 2, running north-south for a distance of approximately 2,147.62 feet. Together, these parcels form the site of the planned "Ironhaven Ashburn I" hyperscale data-center campus.
SCHEDULE B — PART I
EXCEPTIONS FROM COVERAGE
This Policy does not insure against loss or damage, and the Company will not pay costs, attorneys' fees, or expenses that arise by reason of the following exceptions:
Standard Exceptions. The standard ALTA pre-printed general exceptions numbered 1 through 5 (relating to rights of parties in possession not shown by the public records, encroachments and boundary discrepancies not shown by the public records, easements or claims of easements not shown by the public records, liens for services, labor, or materials not shown by the public records, and unpaid taxes, assessments, and unredeemed tax sales) are hereby DELETED from this Policy. Extended coverage is provided based upon the delivery of (a) the ALTA/NSPS Land Title Survey dated May 20, 2024, prepared by Dominion Survey Associates, P.C., certified to the insured, the Borrower, and the Title Company; (b) the Affidavit of Possession and Non-Imputation executed by the Borrower and dated June 3, 2024; and (c) the Gap Indemnity Agreement executed by the Borrower and dated June 3, 2024.
Specific Exceptions. The following matters are excepted from the coverage of this Policy:
Exception 1: Real Property Taxes
Real property taxes and assessments levied by Loudoun County, Virginia, for the fiscal year commencing January 1, 2024, which constitute a lien on the Land but are not yet due and payable as of the Date of Policy.
Note: Real property taxes for all prior fiscal years through and including fiscal year 2023 have been confirmed paid in full. No delinquent tax liens, tax sale certificates, or pending tax foreclosure proceedings exist against the Land as of the Date of Policy.
Exception 2: Electrical Transmission Easement
Easement for electrical transmission lines and related facilities granted to Northgate Partners LLC (formerly Virginia Electric and Power Company), its successors and assigns, as set forth in that certain Deed of Easement recorded in Deed Book 2784, Page 1143, among the land records of Loudoun County, Virginia, dated March 14, 1998, affecting a strip of land approximately 50 feet in width along the eastern boundary of Parcel 1 (Tax Parcel No. 087-27-1234), as shown on the ALTA/NSPS survey dated May 20, 2024.
Title Company Note: This easement has been located on the survey and does not encroach upon planned building locations, access roads, or parking areas as depicted on the Borrower's approved site plan for the Phase I development.
Exception 3: Water and Sewer Easement
Easement for water main, sanitary sewer, and related infrastructure granted to Loudoun Water Authority (formerly Loudoun County Sanitation Authority), its successors and assigns, as set forth in that certain Deed of Easement recorded in Deed Book 3102, Page 467, among the land records of Loudoun County, Virginia, dated September 22, 2003, running through the northern portion of Parcel 2 (Tax Parcel No. 087-27-1235), approximately 30 feet in width, as shown on the ALTA/NSPS survey dated May 20, 2024.
Title Company Note: This easement provides for the delivery of water and sewer services to the Property and surrounding parcels. The easement has been located on the survey and is consistent with the planned utility corridor for the campus development.
Exception 4: Declaration of Restrictive Covenants
Declaration of Restrictive Covenants for the Ashburn Technology Park, recorded in Deed Book 2945, Page 2231, among the land records of Loudoun County, Virginia, dated July 8, 2000, as amended by that certain First Amendment to Declaration of Restrictive Covenants recorded in Deed Book 3516, Page 1074, dated April 15, 2010, imposing general development standards including, without limitation, building height restrictions (maximum 85 feet), building setback requirements, landscaping standards, signage restrictions, and exterior lighting requirements applicable to all parcels within the Ashburn Technology Park.
Title Company Note: The Declaration does not prohibit or restrict data center, colocation, or technology infrastructure uses. The development standards contained therein have been reviewed and are consistent with the Borrower's planned Phase I construction as described in the project description provided to the Title Company.
Exception 5: Rights of Tenants
Rights of tenants or parties in possession under unrecorded leases, license agreements, or occupancy arrangements, including, without limitation, the pre-lease letter of intent dated February 12, 2024, between Ironhaven Data Centers LLC and Stratos Cloud Services, Inc. (providing for the lease of approximately 30 MW of data center capacity for a 5-year initial term at an annual base rent of approximately $14,400,000), as tenants only, and without any option to purchase or right of first refusal with respect to the Land or any portion thereof.
Title Company Note: All such tenant rights are subordinate to the lien of the insured Deed of Trust by operation of Virginia law, as the Deed of Trust was recorded prior to the execution and delivery of any lease.
Exception 6: Mineral Rights Reservation
Possible reservation or exception of mineral rights, including, without limitation, rights to coal, oil, gas, and other subsurface minerals, under instruments of record predating the current chain of title, including but not limited to the following:
(a) Reservation of mineral rights contained in Deed from Ashburn Land Company to Piedmont Development Corporation, recorded in Deed Book 1247, Page 89, among the land records of Loudoun County, Virginia, dated August 3, 1952.
(b) Any and all mineral rights, if any, reserved or excepted in prior instruments of record affecting the Land.
Title Company Note: This exception is mitigated by the ALTA 35 endorsement (Minerals and Other Subsurface Substances — Virginia) attached to this Policy, which provides affirmative coverage against damage to existing and future improvements on the Land arising from the exercise of any such mineral rights.
Exception 7: Matters Shown on Survey
Matters disclosed by the ALTA/NSPS Land Title Survey dated May 20, 2024, prepared by Dominion Survey Associates, P.C. (Virginia License No. 2402-001987), certified to the insured, the Borrower, and the Title Company, limited to those items specifically identified in the surveyor's notes and field notations appearing on the face of the survey, including:
(a) The location and extent of the utility easements described in Exceptions 2 and 3 above;
(b) The presence of an existing gravel access road connecting Parcel 1 to Dominion Ridge Boulevard;
(c) Concrete survey monuments and iron pins marking parcel boundaries; and
(d) Existing topographic contours and drainage patterns.
Title Company Note: The survey confirmed: (i) no encroachments by improvements on adjoining properties onto the Land or by improvements on the Land onto adjoining properties; (ii) no boundary line discrepancies between the legal descriptions of record and the surveyed boundaries; and (iii) adequate vehicular and pedestrian access to and from Dominion Ridge Boulevard, a publicly dedicated and maintained road. All matters shown on the survey are also addressed by the ALTA 25 (Same as Survey) endorsement attached to this Policy.
Affirmative Notation. The Title Company affirmatively confirms that this Policy does not contain, and there exists no basis for, any exception for any lien, deed of trust, security interest, assignment, or other encumbrance in favor of Greystone Mezzanine Fund II, LP (CUSIP 39817MAB3), or any of its affiliates, successors, or assigns. All such liens previously encumbering the Land have been released and discharged of record, including:
(a) Release of Deed of Trust executed by Greystone Mezzanine Fund II, LP, recorded in Deed Book 4087, Page 1532, Loudoun County land records, recorded on May 31, 2024; and
(b) UCC-3 Financing Statement Amendment (Termination) filed with the Delaware Secretary of State on May 30, 2024, File No. 2024-3281954, terminating UCC-1 Financing Statement File No. 2021-7842316 in favor of Greystone Mezzanine Fund II, LP.
The Land is free and clear of all liens and encumbrances other than the specific exceptions enumerated above and the insured Deed of Trust.
SCHEDULE B — PART II
ADDITIONAL ITEMS
Conditions and Stipulations
This Policy is subject to the ALTA Loan Policy Conditions and Stipulations (2006 form), which are incorporated herein by reference and made a part of this Policy as if fully set forth herein. A copy of the Conditions and Stipulations is printed on the reverse side of the policy jacket and is available upon request from the Title Company.
The Conditions and Stipulations include, without limitation, provisions relating to:
(a) Definition of terms used in this Policy;
(b) Continuation of insurance after conveyance of title or payment of indebtedness;
(c) Notice of claim and defense of the insured;
(d) Proof of loss and settlement of claims;
(e) Determination and extent of liability;
(f) Liability limited to the amount of insurance;
(g) Reduction of insurance and reduction or termination of liability;
(h) Payment of loss;
(i) Company's right of subrogation and contribution;
(j) Arbitration provisions (to the extent permitted under the laws of the Commonwealth of Virginia); and
(k) Aggregation of claims arising under multiple policies issued in connection with the same transaction.
Arbitration. The arbitration provisions contained in the Conditions and Stipulations shall apply to the extent permitted under the laws of the Commonwealth of Virginia. Nothing in this Policy shall be construed to require arbitration of any claim or dispute to the extent that mandatory arbitration is prohibited by applicable Virginia law or regulation.
Aggregation of Claims
In the event that the Title Company has issued multiple policies in connection with the transactions evidenced by the Credit Agreement and the related Loan Documents, the aggregate liability of the Title Company under all such policies shall not exceed the highest single policy amount, unless otherwise agreed in writing by the Title Company.
ALTA ENDORSEMENTS
The following endorsements are attached to and made a part of the ALTA Loan Policy No. LTP-2024-VA-007892, issued by Keystone Title Guaranty Company. Each endorsement is effective as of the Date of Policy unless otherwise indicated therein.
Endorsement 1: ALTA 3.1 — Zoning (with Parking and Loading)
ALTA ENDORSEMENT FORM 3.1 ZONING — UNIMPROVED LAND (With Parking and Loading)
Attached to and forming a part of Policy No. LTP-2024-VA-007892 Issued by Keystone Title Guaranty Company
The Company insures against loss or damage sustained by the Insured by reason of the existence, on the Date of Policy, of any of the following:
1. The failure of the Land to be classified under the applicable zoning ordinances or land use regulations of Loudoun County, Virginia, in a zoning district or classification that permits data center, colocation facility, technology infrastructure, and ancillary support uses as a matter of right or as a conditional use permitted under the applicable zoning district.
2. The current zoning classification of the Land is: PD-TRC (Planned Development — Technology/Research Center), as designated under the Loudoun County Revised 1993 Zoning Ordinance (as amended through the Date of Policy).
3. The failure of the Land, as of the Date of Policy, to comply with the minimum parking and loading requirements imposed by the applicable zoning ordinances and land use regulations for the permitted use described above, including requirements for the number, location, and dimensional standards of parking spaces and loading docks.
This endorsement is issued as part of the Policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the Policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the Policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the Policy and of any prior endorsements.
KEYSTONE TITLE GUARANTY COMPANY
By: ________
Name: Raymond Hobbs
Title: Vice President, National Commercial Services
Date: June 3, 2024