STORMWATER MANAGEMENT FACILITY EASEMENT AND MAINTENANCE AGREEMENT
Stonebridge Data Center Campus Loudoun County, Virginia
Tax Map Reference /95-4A-1/// (Stonebridge Parcel, 62.0 acres) Tax Map Reference /95-4A-2/// (Meridian Parcel, 19.4 acres)
DRAFT — For Discussion Purposes Only
Prepared by: Calderwood & Harkness LLP 1900 K Street NW, Suite 800 Washington, DC 20006 Matter No. 1043-00002
This instrument is to be recorded among the land records of Loudoun County, Virginia.
Recording Information (Reserved for Clerk's Use):
After recording, return to: Calderwood & Harkness LLP 1900 K Street NW, Suite 800 Washington, DC 20006
Attention: Douglas Fairchild
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STORMWATER MANAGEMENT FACILITY EASEMENT AND MAINTENANCE AGREEMENT
THIS STORMWATER MANAGEMENT FACILITY EASEMENT AND MAINTENANCE AGREEMENT (this "Agreement") is made and entered into as of the _ day of ____, 2025 (the "Effective Date"), by STONEBRIDGE CAMPUS HOLDINGS LLC, a Virginia limited liability company ("Owner" or "Grantor"), with a principal office at 44680 Prentice Drive, Suite 200, Ashburn, Virginia 20147.
This Agreement is made for the benefit of LOUDOUN COUNTY, VIRGINIA (the "County"), a political subdivision of the Commonwealth of Virginia, acting through its Department of Building and Development, as the governmental authority requiring this Agreement as a condition of site plan approval under the applicable provisions of the Loudoun County Zoning Ordinance and the Loudoun County Facilities Standards Manual.
This Agreement is also entered into with the knowledge, consent, and acknowledgment of SUMMIT NATIONAL BANK, N.A., a national banking association, in its capacity as Administrative Agent (the "Lender" or "Administrative Agent") under that certain Credit Agreement dated on or about October 15, 2025 (the "Credit Agreement"), among Stonebridge Campus Holdings LLC, as Borrower, Summit National Bank, N.A., as Administrative Agent, and the syndicate of lenders party thereto, including Cascade Commercial Lending Corp. and Harborview Trust Company, providing a $390,000,000 senior secured construction loan facility (the "Construction Loan"), which Construction Loan is or will be secured by, among other things, a first-priority deed of trust on the Campus Property (as hereinafter defined). The Lender is a party in interest to this Agreement, and this Agreement is intended to be coordinated with the deed of trust and related loan documents securing the Construction Loan.
RECITALS
A. Ownership of the Property. Owner is the owner (or will be the owner upon closing of the acquisitions described herein) of two parcels of real property located in unincorporated Loudoun County, Virginia, consisting of: (i) a parcel of approximately 62.0 acres, identified as Loudoun County Tax Map Reference /95-4A-1///, located at the northeast corner of Belmont Ridge Road (Virginia Route 659) and Stonebridge Boulevard, Ashburn, Virginia 20148, to be acquired from Blackthorn Realty Group, Inc., a Virginia corporation, for a purchase price of $58,500,000 (the "Stonebridge Parcel"); and (ii) a parcel of approximately 19.4 acres, identified as Loudoun County Tax Map Reference /95-4A-2///, located adjacent to the Stonebridge Parcel on the east, Ashburn, Virginia 20148, to be acquired from Meridian Acres LLC, a Virginia limited liability company, for a purchase price of $19,400,000 (the "Meridian Parcel" and, together with the Stonebridge Parcel, the "Campus Property" or the "Property," totaling approximately 81.4 acres). The Stonebridge Parcel and the Meridian Parcel are more particularly described in Exhibit A attached hereto and incorporated herein by reference.
B. Development of the Stonebridge Data Center Campus. Owner is developing the Property as a ground-up data center campus to be known as the "Stonebridge Data Center Campus" or the "Stonebridge Campus." The total project budget for the Stonebridge Campus is approximately $600,000,000. Upon full build-out, the Stonebridge Campus will consist of four (4) data center buildings designated as Buildings A, B, C, and D (each approximately 120,000 square feet, with a critical IT load capacity of 24 MW per building), a central utility plant, structured parking facilities, and associated site infrastructure improvements, including stormwater management facilities, utilities, roadways, landscaping, and security improvements. The total campus capacity at full build-out will be approximately 96 MW of critical IT load, with a total gross floor area of approximately 480,000 square feet. The civil and site design engineer for the Stonebridge Campus is Lumen Ridge Engineering, PLLC, with Carlos Esteban, PE, serving as the project principal.
C. Zoning and Entitlement. The Property is currently zoned PD-IP (Planned Development – Industrial Park) under the Loudoun County Zoning Ordinance. Owner has filed, or intends to file by May 30, 2025, a Zoning Modification Application (a "ZMOD") for data center use on the Property, which application is expected to be assigned Docket No. ZMOD-2025-0038 and is anticipated to receive approval from the Loudoun County Board of Supervisors in October 2025. Owner has engaged Ashcroft & Wynn, P.C. (Thomas Ashcroft, lead partner), located in Leesburg, Virginia, as local zoning counsel, and Cornerstone Land Use Consulting, LLC (Alan Mercer, principal consultant) as land use consultant, to assist with the zoning and entitlement process for the Stonebridge Campus.
D. Stormwater Management Requirement. As a condition of site plan approval for the Stonebridge Campus, the County requires the establishment, construction, and perpetual maintenance of stormwater management facilities (the "SWM Facilities") on portions of the Property, in accordance with the Loudoun County Facilities Standards Manual (the "FSM"), the Virginia Stormwater Management Act, Virginia Code §§ 62.1-44.15:24 et seq. (the "VSMA"), and applicable regulations promulgated by the Virginia Department of Environmental Quality ("DEQ"). The SWM Facilities to be constructed on the Property include, without limitation, detention basins, retention basins, bioretention facilities, underground storage structures, storm drain conveyance systems, outfalls, rip-rap energy dissipaters, swales, berms, and related infrastructure, all as depicted on the site plan prepared by Lumen Ridge Engineering, PLLC. The County requires that Owner grant permanent easements over those portions of the Property on which the SWM Facilities are located and commit to ongoing maintenance obligations with respect to the SWM Facilities, all to be memorialized in a recorded instrument satisfactory to the County.
E. Lender Acknowledgment. Owner's lender, Summit National Bank, N.A., in its capacity as Administrative Agent for a syndicate of lenders including Cascade Commercial Lending Corp. and Harborview Trust Company, holds or will hold a first-priority Deed of Trust, Assignment of Leases and Rents, and Security Agreement (the "Deed of Trust") on the Property, securing the $390,000,000 Construction Loan. This Agreement is being entered into with the knowledge, consent, and written acknowledgment of the Lender and its counsel, Redmond & Calloway LLP (Victor Redmond), and is intended to be subordinate to and coordinated with the Deed of Trust and the related loan documents.
F. Purpose. Owner desires to grant the easements, establish the maintenance obligations, and make the covenants set forth herein to satisfy the conditions of the County's site plan approval for the Stonebridge Campus and to comply with the VSMA, the FSM, and all other applicable laws and regulations relating to stormwater management on the Property.
NOW, THEREFORE, in consideration of the foregoing recitals (which are incorporated herein by reference), the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Owner hereby declares, covenants, and agrees as follows:
ARTICLE I — DEFINITIONS
Section 1.1 — Defined Terms
As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined herein shall have the meanings ascribed to them elsewhere in this Agreement or in the Recitals.
"Agreement" means this Stormwater Management Facility Easement and Maintenance Agreement, as it may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the provisions hereof.
"BMP" or "Best Management Practice" means a practice, technique, measure, or structural control that is used to manage the quality and quantity of stormwater runoff, as defined under applicable Virginia stormwater management regulations, including without limitation those promulgated by DEQ pursuant to the VSMA.
"Campus Property" or "Property" means the Stonebridge Parcel and the Meridian Parcel, collectively, as more particularly described in Exhibit A attached hereto, comprising a total of approximately 81.4 acres of real property located in unincorporated Loudoun County, Virginia.
"County" means Loudoun County, Virginia, a political subdivision of the Commonwealth of Virginia, acting through its Department of Building and Development or such other department, office, or agency as may from time to time have jurisdiction over stormwater management and site plan approval matters.
"Credit Agreement" means the Credit Agreement dated on or about October 15, 2025, among Stonebridge Campus Holdings LLC, as Borrower, Summit National Bank, N.A., as Administrative Agent, and the syndicate of lenders party thereto, providing for the Construction Loan.
"Construction Loan" means the $390,000,000 senior secured construction loan facility provided under the Credit Agreement.
"Deed of Trust" means the Deed of Trust, Assignment of Leases and Rents, and Security Agreement from Owner in favor of the Lender, as Administrative Agent, securing the Construction Loan, as recorded or to be recorded among the land records of Loudoun County, Virginia, together with any amendments, modifications, supplements, consolidations, extensions, renewals, or replacements thereof.
"DEQ" means the Virginia Department of Environmental Quality, or any successor agency.
"Easement Areas" means those portions of the Property depicted and cross-hatched on the survey plat attached hereto as Exhibit B, on which the SWM Facilities are or will be located, including reasonable access corridors for maintenance, inspection, and repair of the SWM Facilities.
"EPC Agreement" means the Engineering, Procurement, and Construction Agreement between Owner and Titan-McAllister Construction Group, LLC, providing for the design and construction of the Stonebridge Campus, including all site civil work encompassing stormwater infrastructure.
"Facilities Standards Manual" or "FSM" means the Loudoun County Facilities Standards Manual, as adopted by the Loudoun County Board of Supervisors and as amended, supplemented, or replaced from time to time.
"Lender" means Summit National Bank, N.A., in its capacity as Administrative Agent under the Credit Agreement, and its successors and assigns in such capacity. References to the "Lender" shall include any successor Administrative Agent and any purchaser or assignee of the Lender's interest in the Construction Loan or the Deed of Trust.
"Maintenance Plan" means the Stormwater Facility Maintenance Plan attached hereto as Exhibit C and incorporated herein by reference, as the same may be amended or supplemented from time to time with the approval of the County.
"Meridian Parcel" means that certain parcel of real property consisting of approximately 19.4 acres, identified as Loudoun County Tax Map Reference /95-4A-2///, located adjacent to the Stonebridge Parcel on the east, in the Ashburn area of unincorporated Loudoun County, Virginia, as more particularly described in Part 2 of Exhibit A.
"Owner" means Stonebridge Campus Holdings LLC, a Virginia limited liability company, and its successors and assigns as owner of all or any portion of the Property. Stonebridge Campus Holdings LLC is a single-purpose borrower entity that is wholly owned by Ironhaven Data Centers LLC, a Delaware limited liability company headquartered in Ashburn, Virginia.
"Permitted Encumbrances" means the Deed of Trust, the Cross-Access and Utility Easement Agreement covering the Stonebridge Parcel and the Meridian Parcel, the substation easement in favor of Vantage Power Cooperative, and such other recorded instruments, easements, restrictions, covenants, and encumbrances as may be disclosed in the title commitments issued in connection with Owner's acquisition of the Property and as accepted by the Lender.
"Site Plan" means the site plan for the Stonebridge Data Center Campus prepared by Lumen Ridge Engineering, PLLC, as submitted to and approved by the County in connection with site plan approval for the development of the Stonebridge Campus, together with all amendments and revisions thereto approved by the County.
"Stonebridge Campus" or "Stonebridge Data Center Campus" means the data center campus development being constructed on the Property, consisting of Buildings A through D, the central utility plant, structured parking, and all associated site infrastructure.
"Stonebridge Parcel" means that certain parcel of real property consisting of approximately 62.0 acres, identified as Loudoun County Tax Map Reference /95-4A-1///, located at the northeast corner of Belmont Ridge Road (Virginia Route 659) and Stonebridge Boulevard, in the Ashburn area of unincorporated Loudoun County, Virginia, as more particularly described in Part 1 of Exhibit A.
"SWM Facilities" or "Stormwater Management Facilities" means all detention basins, retention basins, bioretention areas, dry ponds, wet ponds, underground storage systems, storm drain conveyance pipes, outfalls, rip-rap energy dissipaters, swales, berms, dams, weirs, inlet structures, outlet structures, vegetated filter strips, underdrains, filter media, and all other related improvements, structures, and infrastructure located within the Easement Areas that are designed, constructed, and maintained for the purpose of managing, conveying, detaining, retaining, treating, or discharging stormwater runoff from the Property, all as depicted on Exhibit B and described in the Maintenance Plan attached as Exhibit C.
"VPDES" means the Virginia Pollutant Discharge Elimination System, the state-administered permit program under the Clean Water Act and applicable Virginia law governing the discharge of pollutants to waters of the Commonwealth.
"VSMA" means the Virginia Stormwater Management Act, Virginia Code §§ 62.1-44.15:24 et seq., as amended from time to time, together with all regulations promulgated thereunder by DEQ or any successor agency.
ARTICLE II — GRANT OF EASEMENTS
Section 2.1 — Stormwater Management Easement
Owner hereby grants, declares, and establishes a perpetual, non-exclusive easement and right-of-way over, upon, across, under, and through the Easement Areas for the construction, installation, operation, use, inspection, monitoring, maintenance, repair, replacement, removal, and reconstruction of the SWM Facilities (the "Stormwater Management Easement"). The Stormwater Management Easement shall run with the land in perpetuity and shall be binding upon Owner and all successors, assigns, heirs, personal representatives, and subsequent purchasers, transferees, and owners of any portion of the Property. The Stormwater Management Easement is granted for the benefit of the County, the general public health, safety, and welfare, and any applicable state agency, including DEQ, having jurisdiction over stormwater management on the Property. The Stormwater Management Easement shall not be extinguished, abandoned, or released except in accordance with Section 13.2 of this Agreement.
Section 2.2 — Access Easement for Inspection and Maintenance
In addition to the Stormwater Management Easement, Owner hereby grants a perpetual, non-exclusive easement of access over and across the Property, including reasonable and practicable routes of ingress and egress from public rights-of-way, specifically Belmont Ridge Road (Virginia Route 659) and Stonebridge Boulevard, to and from each Easement Area, for the purpose of accessing, inspecting, monitoring, maintaining, repairing, replacing, and reconstructing the SWM Facilities (the "Access Easement"). The Access Easement shall benefit Owner, its agents, employees, contractors, and subcontractors, as well as the County and its authorized representatives, agents, consultants, and contractors. Access routes shall be coordinated with the cross-access and utility easement corridors established under the Cross-Access and Utility Easement Agreement referenced in Section 10.1 hereof, to the extent practicable and consistent with the design and operation of the Stonebridge Campus. Owner and its successors and assigns shall ensure that reasonable vehicular and pedestrian access to each Easement Area is maintained at all times and shall not obstruct, block, or otherwise impede access to any Easement Area.
Section 2.3 — Drainage Easement
Owner hereby grants a perpetual, non-exclusive drainage easement across, over, under, and through the Easement Areas and all related stormwater conveyance corridors located on the Property for the collection, conveyance, detention, retention, treatment, and discharge of stormwater runoff generated by the Property, in accordance with the approved Site Plan, the FSM, the VSMA, and all applicable permits, including any VPDES permits (the "Drainage Easement"). The Drainage Easement shall include the right of stormwater to flow by gravity or under pressure through all storm drain pipes, swales, channels, and other conveyance systems located within the Easement Areas, and to be detained, retained, treated, and discharged through the SWM Facilities, all in accordance with the design and operational parameters set forth in the approved Site Plan and the Maintenance Plan.
Section 2.4 — Easement Areas — Description and Depiction
The Easement Areas are more particularly described and depicted on the survey plat attached hereto as Exhibit B, which survey plat has been prepared by Lumen Ridge Engineering, PLLC (Carlos Esteban, PE, project principal), based upon the ALTA/NSPS Land Title Survey of the Property to be completed on or before June 15, 2025. The legal descriptions of the Stonebridge Parcel and the Meridian Parcel, on which the Easement Areas are located, are set forth in Exhibit A. Upon completion of construction of the SWM Facilities and the preparation of a final as-built survey of the Easement Areas and SWM Facilities, the as-built survey shall be incorporated into this Agreement as an amendment to Exhibit B and shall supersede the preliminary depiction of the Easement Areas to the extent of any discrepancies. Owner shall cause such amended Exhibit B to be recorded in the land records of Loudoun County, Virginia, at Owner's expense, promptly following completion of the as-built survey.
Section 2.5 — Reservation of Rights
Notwithstanding the grant of the easements set forth in this Article II, Owner expressly reserves the right to use the Easement Areas for purposes that are not inconsistent with the construction, operation, maintenance, and function of the SWM Facilities, including without limitation landscaping, passive open space, pedestrian walkways, and signage, provided that such use does not in any way impair, diminish, or interfere with the design function, storage capacity, conveyance capacity, treatment capacity, structural integrity, or maintenance access of the SWM Facilities. Owner further reserves the right to construct, operate, and maintain the data center campus improvements, including Buildings A through D, the central utility plant, structured parking facilities, utility infrastructure, roadways, and all other improvements, on those portions of the Property that are located outside of the Easement Areas, without any restriction or limitation arising from this Agreement. Any proposed use of the Easement Areas by Owner that may affect the function or maintenance of the SWM Facilities shall require the prior written consent of the County.
Section 2.6 — Prohibition on Encumbrance of Easement Areas
No structures, buildings, permanent improvements (other than the SWM Facilities themselves and appurtenances thereto), fill material, pavement, impervious surfaces, fences, walls, or other obstructions shall be placed, constructed, installed, or maintained within the Easement Areas without the prior written consent of the County. No alteration to the existing grading, contours, elevations, drainage patterns, or vegetation within the Easement Areas shall be made that would impair, diminish, or interfere with the design function, capacity, or performance of the SWM Facilities, except in connection with authorized maintenance, repair, replacement, or reconstruction activities performed in accordance with this Agreement and the Maintenance Plan. Without limiting the generality of the foregoing, no stockpiling of materials, equipment, or debris shall be permitted within the Easement Areas, and no wells, septic systems, or underground utilities (other than those forming part of the SWM Facilities or approved in the Site Plan) shall be installed within the Easement Areas without the prior written consent of the County.
ARTICLE III — CONSTRUCTION OF SWM FACILITIES
Section 3.1 — Initial Construction
Owner shall construct the SWM Facilities in accordance with the approved Site Plan, the FSM, the VSMA, and all applicable DEQ regulations and permit conditions. Construction of the SWM Facilities shall be performed as part of the overall site civil work for the Stonebridge Campus under the Engineering, Procurement, and Construction Agreement (the "EPC Agreement") between Owner and Titan-McAllister Construction Group, LLC, which EPC Agreement provides for a Guaranteed Maximum Price ("GMP") of $412,000,000 for the construction of the Stonebridge Campus, inclusive of all site civil work encompassing stormwater infrastructure, grading, utilities, roadways, and related improvements. Owner's representative overseeing construction of the Stonebridge Campus, including the SWM Facilities, is Kestrel Infrastructure Advisors, LLC, with Diane Prescott serving as the engagement lead. The civil engineer of record for the design and construction of the SWM Facilities is Lumen Ridge Engineering, PLLC, with Carlos Esteban, PE, serving as the project principal and engineer of record.
Section 3.2 — Compliance with Approved Plans
The SWM Facilities shall be constructed in strict compliance with the stormwater management plan and the erosion and sediment control plan approved by the County Department of Building and Development and DEQ as part of the site plan approval process for the Stonebridge Campus. Owner shall ensure that all construction activities within the Easement Areas are performed in accordance with the approved plans, specifications, and design details, and in compliance with all applicable erosion and sediment control requirements, VPDES construction general permit conditions, and stormwater pollution prevention plan ("SWPPP") requirements. Any material deviation from the approved stormwater management plan or the approved design of any SWM Facility shall require the prior written approval of the County Department of Building and Development before any such deviation is implemented. For purposes of this Section, a "material deviation" shall include, without limitation, any change in the location, size, storage capacity, treatment volume, peak discharge rate, or outfall location of any SWM Facility component.
Section 3.3 — As-Built Certification
Upon completion of the construction of the SWM Facilities (or upon completion of each phase of the SWM Facilities if constructed in phases pursuant to Section 3.4), Owner shall submit to the County Department of Building and Development a complete set of as-built plans and drawings depicting the SWM Facilities as actually constructed, together with a written certification from a professional engineer licensed in the Commonwealth of Virginia (Lumen Ridge Engineering, PLLC, or a successor engineering firm reasonably acceptable to the County) confirming that the SWM Facilities have been constructed in substantial conformance with the approved stormwater management plan, the approved Site Plan, and all applicable design specifications and permit conditions. The as-built certification shall include, at a minimum, the following information for each SWM Facility component: actual dimensions, elevations, storage volumes, conveyance capacities, material specifications, and any deviations from the approved plans (together with an explanation of the basis for such deviations). The as-built survey and certification shall be incorporated as an amendment to Exhibit B hereto upon acceptance by the County and shall be recorded in the land records of Loudoun County, Virginia, at Owner's expense.
Section 3.4 — Phasing
The SWM Facilities may be constructed in phases consistent with the phased development of the Stonebridge Campus, provided that each phase of construction shall include SWM Facilities sufficient to manage, detain, retain, treat, and discharge the stormwater runoff generated by the impervious area and land disturbance associated with that phase, as certified by the civil engineer of record. The anticipated phasing of the Stonebridge Campus is as follows:
(a) Phase 1: Building A and associated site infrastructure — Substantial Completion target: August 1, 2027. Phase 1 SWM Facilities shall be designed and constructed to manage stormwater runoff from all impervious areas associated with Building A, the central utility plant (if constructed in Phase 1), and related site improvements.
(b) Phase 2: Buildings B, C, and D and remaining site infrastructure — Substantial Completion target: November 1, 2027. Phase 2 SWM Facilities shall be designed and constructed to manage stormwater runoff from all remaining impervious areas associated with Buildings B, C, and D, structured parking, and all other remaining site improvements.
Each phase of SWM Facility construction shall be subject to the as-built certification requirements of Section 3.3. The County shall have the right to require that additional or modified SWM Facilities be constructed in connection with any phase if the County determines, in its reasonable discretion, that the SWM Facilities constructed in a prior phase are insufficient to manage the stormwater runoff generated by the cumulative impervious area and land disturbance on the Property.
ARTICLE IV — MAINTENANCE OBLIGATIONS
Section 4.1 — Owner's Duty to Maintain
Owner shall maintain the SWM Facilities in good working order, condition, and repair at all times, in compliance with the Maintenance Plan attached as Exhibit C, the FSM, the VSMA, and all other applicable laws, regulations, permits, and approvals. The maintenance obligations set forth in this Article IV shall run with the land in perpetuity and shall be binding upon Owner and all successors, assigns, heirs, personal representatives, and subsequent purchasers, transferees, and owners of any portion of the Property. Owner acknowledges and agrees that the perpetual maintenance of the SWM Facilities is a material condition of the County's approval of the Site Plan for the Stonebridge Campus and that the failure to maintain the SWM Facilities in accordance with this Agreement may result in enforcement action by the County, including the exercise of the County's rights under Article VI hereof.
Section 4.2 — Scope of Maintenance
Owner's maintenance obligations shall include, without limitation, the following activities and tasks, which are described in greater detail in the Maintenance Plan attached as Exhibit C:
(a) Mowing and Vegetation Management. Mowing, trimming, and management of all vegetation within the Easement Areas, including turf grass, native plantings, and wetland vegetation, at a minimum frequency of semi-annually (spring and fall), or more frequently as needed to prevent overgrowth, establishment of invasive species, or interference with the function of the SWM Facilities.
(b) Debris, Sediment, and Trash Removal. Removal of debris, litter, trash, fallen branches, and accumulated organic matter from all SWM Facility components, including basins, swales, inlets, outlets, weirs, and conveyance structures, on at least a quarterly basis or as needed to prevent obstruction, clogging, or impairment of the SWM Facilities.
(c) Inlet and Outlet Structure Maintenance. Inspection, cleaning, and maintenance of all inlet structures, outlet structures, weirs, orifice plates, trash racks, overflow spillways, and related appurtenances to ensure proper function and unobstructed flow.
(d) Sediment Removal from Detention/Retention Basins. Measurement of sediment accumulation in all detention and retention basins at least annually, and removal of accumulated sediment when sediment levels exceed the design threshold, which is typically defined as fifty percent (50%) of the design sediment storage capacity of the basin. Removed sediment shall be disposed of in accordance with all applicable environmental regulations.
(e) Erosion Repair. Repair of erosion damage, slope failures, bank instability, rill formation, gully formation, and embankment deterioration within and adjacent to the Easement Areas. Erosion repair shall include, as applicable, regrading, revegetation, installation of erosion control blankets, and stabilization of outfall areas and discharge points.
(f) Bioretention Facility Maintenance. Maintenance of bioretention areas and rain gardens, including replacement of filter media when infiltration rates fall below design specifications, cleaning and repair of underdrains, removal of accumulated sediment and debris from the surface of the bioretention area, and replacement of dead or failing vegetation.
(g) Underground Storage System Maintenance. Inspection and maintenance of all underground detention and storage systems, including flushing and cleaning of internal chambers, inspection of structural integrity, removal of accumulated sediment and debris, and verification of proper function of all inlets, outlets, and overflow connections.
(h) Vegetated Buffer and Riparian Area Maintenance. Maintenance of all vegetated buffers, riparian areas, and filter strips within the Easement Areas, including management of invasive species, replanting as needed to maintain design vegetation density, and prevention of encroachment by impervious surfaces or structures.
(i) Rodent and Burrowing Animal Damage Repair. Inspection of berms, embankments, dams, and other earthen structures within the Easement Areas for evidence of damage caused by rodents, burrowing animals, or other wildlife, and prompt repair of any such damage to restore the structural integrity and design function of the affected structures.
Section 4.3 — Maintenance Plan
The specific maintenance tasks, schedules, performance standards, and inspection protocols for each SWM Facility component are set forth in the Stormwater Facility Maintenance Plan prepared by Lumen Ridge Engineering, PLLC, which is attached hereto as Exhibit C and incorporated herein by reference. The Maintenance Plan has been reviewed and approved (or is to be reviewed and approved) by the County as part of the site plan approval process for the Stonebridge Campus. Owner shall comply with the Maintenance Plan in all respects and shall update or amend the Maintenance Plan as necessary to reflect any changes in applicable law, regulations, or County requirements, or to address changed conditions on the Property. Any amendment to the Maintenance Plan shall require the prior written approval of the County.
Section 4.4 — Maintenance Records and Reporting
Owner shall maintain complete and accurate written records of all maintenance activities, inspections, repairs, and replacement work performed on the SWM Facilities and within the Easement Areas. Such records shall include, at a minimum, the following information for each maintenance activity or inspection:
(a) the date on which the activity or inspection was performed;
(b) a description of the work performed or the inspection findings, including identification of the specific SWM Facility component(s) involved;
(c) the name, affiliation, and qualifications of the contractor, subcontractor, or personnel who performed the work or conducted the inspection;
(d) representative photographs documenting the condition of the SWM Facilities before and after the work or inspection; and
(e) the cost of the work performed, including labor, materials, and equipment.
All maintenance records shall be maintained by Owner at its principal office and shall be made available to the County upon written request within ten (10) business days of such request. In addition, Owner shall prepare and submit to the County Department of Building and Development an annual maintenance report covering all maintenance activities, inspections, and repairs performed on the SWM Facilities during the prior calendar year. The annual maintenance report shall be submitted on or before January 31 of each calendar year, commencing with the first January 31 following completion of the initial construction of the SWM Facilities (or the first phase thereof). The annual maintenance report shall be in a form reasonably acceptable to the County and shall include, at a minimum, a summary of all maintenance activities performed, a description of the current condition of each SWM Facility component, identification of any deficiencies or needed repairs, and a plan for addressing any outstanding maintenance issues.
Section 4.5 — Emergency Repairs
In the event of a failure, breach, or imminent failure of any SWM Facility, or any condition affecting the SWM Facilities that poses an immediate threat to public health, safety, welfare, or to downstream property, Owner shall undertake emergency repairs and stabilization measures immediately, without waiting for prior authorization from the County. Emergency repairs may include, without limitation, temporary stabilization of embankments, emergency sediment removal, bypass pumping, installation of temporary erosion controls, and any other measures necessary to prevent or mitigate harm. Owner shall notify the County Department of Building and Development of any emergency repair by telephone or electronic mail within forty-eight (48) hours of commencing such repair, and shall provide a written report to the County describing the nature of the emergency, the work performed, and the timeline for permanent repairs within ten (10) business days of the commencement of the emergency repair.
Section 4.6 — Replacement and Reconstruction
If any SWM Facility or component thereof reaches the end of its useful life, suffers catastrophic failure, or is damaged beyond the point at which reasonable repair can restore the facility to its design function and capacity, Owner shall reconstruct or replace such SWM Facility in accordance with the then-current provisions of the FSM, the VSMA, and all other applicable regulations and permit conditions. Plans for the replacement or reconstruction of any SWM Facility shall be prepared by a professional engineer licensed in the Commonwealth of Virginia and shall be submitted to the County Department of Building and Development for review and approval prior to commencement of any replacement or reconstruction work. Owner shall commence replacement or reconstruction work within a reasonable period following County approval and shall complete such work with due diligence. Upon completion of replacement or reconstruction, Owner shall submit an updated as-built certification in accordance with Section 3.3 of this Agreement.
ARTICLE V — INSPECTION RIGHTS
Section 5.1 — County's Right to Inspect
The County, acting through its Department of Building and Development or its authorized designee (including any consultant, engineer, or contractor retained by the County for such purpose), shall have the right, at any reasonable time and upon reasonable prior notice to Owner of not less than forty-eight (48) hours, to enter upon the Easement Areas and the Property to inspect the SWM Facilities and the Easement Areas for compliance with this Agreement, the Maintenance Plan, the FSM, the VSMA, and all other applicable laws, regulations, and permit conditions. Notwithstanding the foregoing, in the event of an emergency, including any situation involving an actual or imminent failure of an SWM Facility, a threat to public health, safety, or welfare, or a condition requiring immediate attention to prevent environmental contamination or downstream property damage, the County shall have the right to enter upon the Easement Areas and the Property to inspect the SWM Facilities without prior notice to Owner. The County's inspection rights under this Section are in addition to, and not in limitation of, any inspection rights held by the County under the Loudoun County Zoning Ordinance, the FSM, or any other applicable law or regulation.
Section 5.2 — Owner's Obligation to Cooperate
Owner shall provide the County and its authorized representatives with reasonable access to the Easement Areas and the Property for the purpose of conducting inspections under this Article V. Owner shall cooperate fully with the County during any inspection, including by making available all maintenance records, reports, and other documentation required to be maintained under this Agreement, and by providing the County with access to Owner's maintenance personnel and contractors. Owner shall not obstruct, delay, or otherwise interfere with the County's exercise of its inspection rights under this Agreement.
Section 5.3 — Inspection by Lender
Summit National Bank, N.A., as Administrative Agent, and its successors and assigns, shall have the right (but not the obligation) to enter upon the Easement Areas and the Property to inspect the SWM Facilities and the Easement Areas in connection with the Lender's security interest in the Property under the Deed of Trust and the Construction Loan documents. Such inspection rights are supplemental to the Lender's rights under the Deed of Trust and the Credit Agreement and shall be exercised upon reasonable prior notice to Owner. Nothing in this Section shall be construed to impose upon the Lender any obligation to inspect the SWM Facilities or to assume any liability with respect to the condition or maintenance of the SWM Facilities.
ARTICLE VI — COUNTY'S RIGHT TO PERFORM MAINTENANCE
Section 6.1 — Notice of Default in Maintenance
If the County determines, following an inspection conducted pursuant to Article V or based upon other information available to the County, that Owner has failed to maintain any SWM Facility in accordance with this Agreement, the Maintenance Plan, the FSM, or applicable law, the County shall provide Owner with written notice specifying in reasonable detail the nature and extent of the deficiency or noncompliance (a "Maintenance Default Notice"). The Maintenance Default Notice shall provide Owner with a cure period of not less than thirty (30) days from the date of receipt of the notice within which to cure the identified deficiency or noncompliance. Notwithstanding the foregoing, in the event of an emergency where the County reasonably determines that immediate action is necessary to protect public health, safety, welfare, or downstream property from harm arising from a deficiency or failure of the SWM Facilities, the County may provide a shorter cure period or require immediate corrective action, as the circumstances warrant.
Section 6.2 — County's Right to Cure
If Owner fails to cure the deficiency or noncompliance identified in a Maintenance Default Notice within the cure period specified therein (or within such shorter period as may be required in an emergency), the County shall have the right (but not the obligation) to enter upon the Easement Areas and the Property and to perform, or cause to be performed, the necessary maintenance, repair, replacement, or reconstruction work required to bring the SWM Facilities into compliance with this Agreement, the Maintenance Plan, the FSM, and applicable law. The County may engage its own employees, agents, consultants, or contractors to perform such work. Owner shall reimburse the County for all reasonable costs and expenses incurred by the County in performing or causing to be performed such maintenance, repair, replacement, or reconstruction work, including without limitation the cost of labor, materials, equipment, engineering and consulting fees, and legal fees, plus an administrative fee equal to fifteen percent (15%) of the total amount of such costs and expenses. The County shall provide Owner with an itemized invoice setting forth the costs and expenses incurred, and Owner shall pay such invoice within thirty (30) days of receipt.
Section 6.3 — Lien for Unreimbursed Costs
Any costs and expenses incurred by the County under Section 6.2 that are not reimbursed by Owner within the thirty (30)-day payment period specified therein, together with the administrative fee, shall constitute a lien on the Property, which lien shall be enforceable by the County in the same manner and with the same priority as a lien for unpaid real estate taxes under the laws of the Commonwealth of Virginia, including Virginia Code § 58.1-3340 et seq., or any successor provision. The County may record a notice or certificate of lien in the land records of Loudoun County, Virginia, setting forth the amount of unreimbursed costs and expenses, the date(s) on which the work was performed, and a description of the Property. Notwithstanding the foregoing, the lien created under this Section 6.3 shall be subordinate to the first-priority Deed of Trust held by Summit National Bank, N.A., as Administrative Agent (or its successors and assigns), to the extent required by the Construction Loan documents, unless otherwise agreed in writing by the Lender.
ARTICLE VII — INSURANCE
Section 7.1 — Owner's Insurance Obligations
Owner shall obtain and maintain, at its sole cost and expense, comprehensive general liability insurance covering the SWM Facilities and the Easement Areas with combined single limits of not less than One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) in the aggregate per policy period. Such insurance shall be issued by an insurance carrier or carriers rated "A-" or better by A.M. Best Company (or an equivalent rating by a nationally recognized rating agency) and authorized to do business in the Commonwealth of Virginia.
During the construction phase of the Stonebridge Campus, coverage for the SWM Facilities may be provided under the builder's risk insurance policy maintained in connection with the EPC Agreement (with a total insured value of $412,000,000, issued by Great Basin Surety & Insurance Corp., with a per-occurrence deductible of $250,000) and/or the Owner-Controlled Insurance Program ("OCIP") arranged through Northgate Insurance Brokerage, LLC (William Keane, account executive). Upon completion of construction and commencement of operations of the Stonebridge Campus, coverage for the SWM Facilities shall be provided under Owner's operational property and casualty insurance program, which shall provide replacement cost coverage for the Stonebridge Campus with a target total insured value of $600,000,000 (carrier to be determined).
The County shall be named as an additional insured under the comprehensive general liability insurance policy or policies required by this Section 7.1 with respect to the SWM Facilities and the Easement Areas. Owner shall provide the County with certificates of insurance evidencing the coverage required by this Section 7.1, together with copies of all additional insured endorsements, promptly upon request by the County and in any event not less than annually. Owner shall provide the County with not less than thirty (30) days' prior written notice of any cancellation, non-renewal, or material reduction in coverage of any insurance policy required by this Section.
ARTICLE VIII — ENVIRONMENTAL MATTERS
Section 8.1 — Environmental Compliance
Owner shall operate and maintain the SWM Facilities in compliance with all applicable environmental laws, statutes, regulations, ordinances, and permit conditions, including without limitation the VSMA, the Virginia Erosion and Sediment Control Law (Virginia Code §§ 62.1-44.15:51 et seq.), the federal Clean Water Act (33 U.S.C. §§ 1251 et seq.), and all regulations promulgated thereunder by DEQ or the United States Environmental Protection Agency ("EPA"). Owner shall obtain and maintain in good standing all environmental permits required for the construction, operation, and maintenance of the SWM Facilities, including any VPDES permits and any general permits for stormwater discharges associated with construction activity or industrial activity, as applicable.
Owner acknowledges that environmental due diligence with respect to the Property is being conducted by Pendleton Environmental Associates, Inc. (Dr. Renata Volkov, lead environmental scientist), including a Phase I Environmental Site Assessment ("Phase I ESA") of the Property (target completion date: June 1, 2025) and a Phase II Environmental Site Assessment ("Phase II ESA") for the Stonebridge Parcel (target completion date: July 1, 2025). The Phase II ESA is being conducted to address the former agricultural use of the Stonebridge Parcel and the potential for residual pesticide contamination in the northwest quadrant of the Stonebridge Parcel, an area of approximately 4.2 acres (the "Area of Environmental Concern"). If any SWM Facility or Easement Area is located within or adjacent to the Area of Environmental Concern, Owner shall implement appropriate engineering controls, monitoring protocols, and mitigation measures as recommended in the Phase II ESA and as required by applicable law, to ensure that the construction, operation, and maintenance of the SWM Facilities does not exacerbate, mobilize, or spread any existing contamination and does not result in the discharge of contaminated stormwater or sediment to waters of the Commonwealth or to downstream properties.
Section 8.2 — Prohibited Discharges
No hazardous materials, hazardous wastes, petroleum products, toxic substances, pollutants, or non-stormwater discharges shall be introduced into, stored within, or discharged through the SWM Facilities, except as expressly permitted by applicable law and the VPDES permits held by Owner with respect to the Property. Owner shall implement appropriate spill prevention and response measures to prevent the introduction of hazardous materials or pollutants into the SWM Facilities. In the event that any prohibited discharge occurs within or into the SWM Facilities, Owner shall immediately take all necessary steps to contain and remediate the discharge, shall notify the County and DEQ within twenty-four (24) hours of discovery of the discharge, and shall implement any corrective action required by applicable law or by direction of the County or DEQ.
Section 8.3 — Coordination with Environmental Indemnity
This Agreement is to be coordinated with the Environmental Indemnity Agreement to be executed and delivered by Stonebridge Campus Holdings LLC and Ironhaven Data Centers LLC in favor of Summit National Bank, N.A., as Administrative Agent, in connection with the closing of the Construction Loan (target closing date: October 15, 2025). The environmental indemnification obligations set forth in such Environmental Indemnity Agreement are separate from and in addition to the environmental compliance obligations and indemnification obligations set forth in this Agreement. Nothing in this Agreement shall be construed to limit, modify, or supersede the obligations of Owner or Ironhaven Data Centers LLC under the Environmental Indemnity Agreement.
ARTICLE IX — COVENANTS RUNNING WITH THE LAND
Section 9.1 — Binding Effect
All easements, rights, obligations, restrictions, and covenants set forth in this Agreement shall run with the land in perpetuity, shall be binding upon and inure to the benefit of Owner and its successors, assigns, heirs, personal representatives, and subsequent purchasers, transferees, and owners of any portion of the Property (including, without limitation, any purchaser at a foreclosure sale under the Deed of Trust, any transferee pursuant to a deed in lieu of foreclosure, or any receiver appointed with respect to the Property), and shall survive any transfer, conveyance, assignment, or other disposition of all or any portion of the Property. The easements, obligations, and covenants set forth herein are intended to be and shall be construed as covenants running with the land pursuant to the laws of the Commonwealth of Virginia, and are intended to touch and concern the land constituting the Property.
Section 9.2 — Successors and Assigns
Any successor owner of all or any portion of the Property, including without limitation the Lender or any purchaser at a foreclosure sale under the Deed of Trust, shall be bound by and subject to all of the obligations, covenants, and restrictions of Owner under this Agreement. The assumption of such obligations by a successor owner shall be automatic and shall not require any separate assumption agreement, although Owner shall include in any deed, deed of trust, ground lease, or other conveyance instrument affecting all or any portion of the Property a reference to this Agreement and a statement that the grantee, lessee, or transferee takes title subject to the terms and conditions of this Agreement. Owner's failure to include such reference in a conveyance instrument shall not relieve the successor owner of its obligations hereunder.
Section 9.3 — No Merger
The easements, obligations, and covenants set forth in this Agreement shall not merge with any fee simple interest, leasehold interest, or other estate or interest in the Property, regardless of whether any such interest is held by the same person or entity that holds the easement or other rights under this Agreement. The grant of the easements hereunder shall not be extinguished by, or deemed merged with, any conveyance, transfer, or consolidation of interests in the Property.
ARTICLE X — RELATIONSHIP TO OTHER EASEMENTS AND AGREEMENTS
Section 10.1 — Cross-Access and Utility Easement Agreement
This Agreement is to be coordinated with the Cross-Access and Utility Easement Agreement covering both the Stonebridge Parcel and the Meridian Parcel, which is to be recorded concurrently with this Agreement among the land records of Loudoun County, Virginia. The Cross-Access and Utility Easement Agreement establishes reciprocal access, utility, and infrastructure easements across both parcels for the purpose of unified campus operations, including shared vehicular and pedestrian access, utility connections, and infrastructure corridors. The access routes to the Easement Areas and the SWM Facilities established under this Agreement shall be coordinated with the cross-access easement corridors established under the Cross-Access and Utility Easement Agreement to avoid conflicts and to ensure efficient and unimpeded access for maintenance, inspection, and repair of the SWM Facilities.
Section 10.2 — Substation Easement
This Agreement is also to be coordinated with the substation easement agreement granting Vantage Power Cooperative a non-exclusive easement on a designated portion of the Meridian Parcel for the construction, operation, maintenance, repair, and replacement of a dedicated 230kV/34.5kV electrical substation and associated interconnection facilities serving the Stonebridge Campus. The SWM Facilities and the Easement Areas established under this Agreement shall not conflict with, encumber, obstruct, or interfere with the substation easement area, and Owner shall ensure that the design and layout of the SWM Facilities and the Easement Areas provide adequate separation and buffering from the substation easement area in accordance with the applicable utility design standards and safety requirements of Vantage Power Cooperative.
Section 10.3 — Deed of Trust
This Agreement is subordinate to and coordinated with the first-priority Deed of Trust, Assignment of Leases and Rents, and Security Agreement from Stonebridge Campus Holdings LLC in favor of Summit National Bank, N.A., as Administrative Agent, securing the $390,000,000 Construction Loan facility. In the event of a foreclosure under the Deed of Trust or a transfer of the Property pursuant to a deed in lieu of foreclosure, the purchaser at the foreclosure sale or the transferee under the deed in lieu of foreclosure shall assume all of the obligations of Owner under this Agreement, and such obligations shall be binding upon such purchaser or transferee as a successor owner of the Property in accordance with Article IX hereof. Nothing in this Agreement shall be construed to impair or limit the rights and remedies of the Lender under the Deed of Trust or the Credit Agreement.
Section 10.4 — Proffers
Owner has submitted, or intends to submit, a proffer statement in connection with the Zoning Modification Application designated as ZMOD-2025-0038, which proffer statement is anticipated to include cash proffers in an estimated total amount of $2,400,000 (based on a proffer rate of $5.00 per square foot of gross floor area applied to a total of approximately 480,000 square feet of gross floor area), together with any conditions, restrictions, or commitments relating to stormwater management, environmental protection, or other matters. The SWM Facility obligations and maintenance covenants set forth in this Agreement are in addition to, and not in lieu of, any stormwater management, environmental, or infrastructure-related proffers or conditions imposed in connection with ZMOD-2025-0038 or any other zoning approval applicable to the Property. To the extent of any conflict between the provisions of this Agreement and the proffer conditions, Owner shall comply with both, and the more restrictive requirement shall control.
ARTICLE XI — INDEMNIFICATION
Section 11.1 — Owner's Indemnification
Owner shall indemnify, defend, and hold harmless the County, its elected and appointed officials, officers, directors, agents, employees, representatives, and contractors (collectively, the "County Indemnitees") from and against any and all claims, demands, actions, causes of action, suits, proceedings, judgments, damages, losses, liabilities, fines, penalties, costs, and expenses (including, without limitation, reasonable attorneys' fees, expert witness fees, court costs, and costs of investigation and litigation) arising from, related to, or in connection with:
(a) the design, construction, installation, operation, use, inspection, maintenance, repair, replacement, removal, or reconstruction of the SWM Facilities or any component thereof;
(b) Owner's failure to comply with any of its obligations, covenants, or agreements under this Agreement, including without limitation the failure to maintain the SWM Facilities in accordance with the Maintenance Plan and applicable law;
(c) any personal injury (including bodily injury or death), property damage, or environmental contamination occurring within, upon, or related to the Easement Areas or the SWM Facilities, whether caused by the acts or omissions of Owner, its agents, employees, contractors, subcontractors, licensees, or invitees; or
(d) any violation of applicable environmental laws, stormwater management regulations, or permit conditions in connection with the SWM Facilities or the Easement Areas.
The indemnification obligations set forth in this Section 11.1 shall not apply to claims, damages, losses, or liabilities to the extent caused by the sole negligence or willful misconduct of a County Indemnitee.
Section 11.2 — Survival
The indemnification obligations set forth in this Article XI shall survive the termination or expiration (if any) of this Agreement, the release of any Easement Area pursuant to Section 13.2, and any transfer, conveyance, or other disposition of all or any portion of the Property. The indemnification obligations of Owner shall be binding upon Owner's successors and assigns.
ARTICLE XII — DEFAULT AND REMEDIES
Section 12.1 — Events of Default
Each of the following shall constitute an "Event of Default" under this Agreement:
(a) the failure of Owner to maintain any SWM Facility in accordance with the Maintenance Plan, the FSM, or applicable law, which failure continues for more than thirty (30) days after written notice thereof from the County to Owner (or such shorter period as may be required in an emergency pursuant to Section 6.1);
(b) the failure of Owner to prepare and submit the annual maintenance report required by Section 4.4 by the January 31 deadline, which failure continues for more than fifteen (15) days after written notice thereof from the County to Owner;
(c) any material alteration, modification, or disturbance of the SWM Facilities, the Easement Areas, or the grading, contours, elevations, or drainage patterns within the Easement Areas without the prior written consent of the County;
(d) the failure of Owner to obtain or maintain the insurance coverage required by Article VII, which failure continues for more than ten (10) days after written notice thereof from the County to Owner;
(e) the placement of any structure, improvement, fill, pavement, or obstruction within the Easement Areas in violation of Section 2.6, which is not removed within thirty (30) days after written notice from the County to Owner; and
(f) any other material breach of Owner's obligations under this Agreement that is not cured within the applicable cure period following written notice from the County.
Section 12.2 — Remedies
Upon the occurrence and continuance of an Event of Default, the County shall be entitled to exercise any one or more of the following remedies, all of which are cumulative and not exclusive and may be exercised concurrently or successively:
(a) Self-Help and Cost Recovery. The County may exercise its right to cure under Article VI and recover all costs and expenses incurred, plus the fifteen percent (15%) administrative fee, as provided in Sections 6.2 and 6.3.
(b) Specific Performance and Injunctive Relief. The County, or any other aggrieved party having standing, may institute an action in any court of competent jurisdiction seeking specific performance of Owner's obligations under this Agreement or injunctive relief (including temporary restraining orders and preliminary and permanent injunctions) to compel Owner's compliance with this Agreement, without the necessity of proving actual damages or posting any bond or other security. Owner acknowledges that the SWM Facilities are essential to the management of stormwater runoff on the Property and the protection of public health, safety, and welfare, and that monetary damages would be an inadequate remedy for Owner's failure to perform its obligations hereunder.
(c) Lien. The County may impose a lien on the Property for unreimbursed costs and expenses incurred in performing maintenance, repair, or replacement work under Article VI, as provided in Section 6.3.
(d) Other Remedies. The County may exercise any other rights or remedies available at law or in equity, including without limitation any rights or remedies available under the Loudoun County Zoning Ordinance, the FSM, or applicable Virginia law.
No delay or