1043-00002 · Ironhaven Data Centers LLC · Financing

deed-of-trust-draft.docx DOCUMENT Real Estate

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RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO:

Calderwood & Harkness LLP 1900 K Street NW, Suite 800 Washington, DC 20006

Attention: Cynthia Ho, Esq.

Loan Reference No.: CL-2025-VA-04418

Tax Map References: /95-4A-1/// (Stonebridge Parcel, 62.0 acres) /95-4A-2/// (Meridian Parcel, 19.4 acres)

Grantor: Stonebridge Campus Holdings LLC, a Virginia limited liability company Trustee: Commonwealth Fiduciary Services, Inc., a Virginia corporation Beneficiary: Summit National Bank, N.A., a national banking association, as Administrative Agent for itself and the Lenders Secured Amount: $390,000,000.00 Date of Instrument: October 15, 2025

DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, AND SECURITY AGREEMENT

Stonebridge Data Center Campus Ashburn, Loudoun County, Virginia

Dated as of October 15, 2025

Made by

STONEBRIDGE CAMPUS HOLDINGS LLC, a Virginia limited liability company, as Grantor

COMMONWEALTH FIDUCIARY SERVICES, INC., a Virginia corporation, as Trustee

for the benefit of

SUMMIT NATIONAL BANK, N.A., a national banking association, as Administrative Agent for itself and the Lenders

Securing a Loan in the Original Principal Amount of $390,000,000.00

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DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, AND SECURITY AGREEMENT

THIS DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, AND SECURITY AGREEMENT (this "Deed of Trust") is made as of October 15, 2025, by STONEBRIDGE CAMPUS HOLDINGS LLC, a Virginia limited liability company ("Grantor" or "Borrower"), having its principal place of business c/o Ironhaven Data Centers LLC, 44680 Prentice Drive, Suite 200, Ashburn, Virginia 20147, to COMMONWEALTH FIDUCIARY SERVICES, INC., a Virginia corporation ("Trustee"), having its principal office at 4200 Fair Ridge Drive, Suite 100, Fairfax, Virginia 22033, for the benefit of SUMMIT NATIONAL BANK, N.A., a national banking association ("Administrative Agent" or "Beneficiary"), having an office at 1275 Avenue of Commerce, 12th Floor, McLean, Virginia 22102, acting in its capacity as Administrative Agent for itself and the Lenders (as hereinafter defined).

RECITALS

A. The Borrower. Stonebridge Campus Holdings LLC ("Grantor" or "Borrower") is a Virginia limited liability company wholly owned by Ironhaven Data Centers LLC ("IHDC"), a Delaware limited liability company headquartered at 44680 Prentice Drive, Suite 200, Ashburn, Virginia 20147. Borrower was formed as a single-purpose entity for the express and limited purpose of acquiring, developing, and operating the Stonebridge Data Center Campus (the "Campus") located in unincorporated Loudoun County, Virginia. The Campus, when fully developed, is designed to provide approximately 96 megawatts ("MW") of critical IT load capacity distributed across four purpose-built data center buildings designated as Buildings A, B, C, and D, together with a central utility plant, structured parking, a dedicated 230kV/34.5kV electrical substation, and related site improvements. The total project budget for the development of the Campus is approximately Six Hundred Million Dollars ($600,000,000).

B. The Loan. Pursuant to that certain Construction Loan Agreement of even date herewith (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Loan Agreement" or "Construction Loan Agreement"), among Borrower, as borrower, Summit National Bank, N.A. ("Summit"), as Administrative Agent, and Summit, Cascade Commercial Lending Corp. ("Cascade"), and Harborview Trust Company ("Harborview"), as lenders (collectively, the "Lenders"), the Lenders have agreed to make available to Borrower a senior secured construction loan facility (the "Loan") in the aggregate principal amount of Three Hundred Ninety Million Dollars ($390,000,000.00), with commitments allocated as follows: Summit National Bank, N.A.—One Hundred Eighty Million Dollars ($180,000,000); Cascade Commercial Lending Corp.—One Hundred Thirty Million Dollars ($130,000,000); and Harborview Trust Company—Eighty Million Dollars ($80,000,000). The Loan bears interest at a rate equal to Term SOFR (as defined in the Loan Agreement, subject to a floor of 0.50% per annum) plus 285 basis points (2.85%) per annum, and is evidenced by that certain Promissory Note of even date herewith in the original principal amount of $390,000,000.00 made by Borrower payable to the order of Administrative Agent for the ratable benefit of the Lenders (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Note"). The Loan has a draw period of thirty-six (36) months from the date of the first advance under the Loan Agreement and a stated maturity date of forty-eight (48) months from the date of closing, subject to one twelve (12)-month extension option exercisable by Borrower in accordance with the terms and conditions set forth in the Loan Agreement.

C. The Guaranties. As a condition to the making of the Loan, IHDC has executed and delivered to Administrative Agent (i) that certain Completion Guaranty of even date herewith (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Completion Guaranty"), pursuant to which IHDC has guaranteed the lien-free completion of the Improvements in accordance with the approved plans, specifications, and budget, and (ii) that certain Carry Guaranty and Payment Guaranty of even date herewith (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Carry Guaranty"), pursuant to which IHDC has guaranteed the payment of certain carrying costs, including interest, real estate taxes, insurance premiums, and other specified obligations during the term of the Loan.

D. Purpose. This Deed of Trust is executed and delivered by Grantor to Trustee for the benefit of Beneficiary in order to secure the full and timely payment and performance of all Obligations (as hereinafter defined), including, without limitation, the repayment of the principal amount of Three Hundred Ninety Million Dollars ($390,000,000.00), together with all accrued and unpaid interest thereon, all fees and charges (including, without limitation, the arrangement fee of Three Million Nine Hundred Thousand Dollars ($3,900,000) and the unused commitment fee of 0.50% per annum on undrawn commitments), and all other amounts due and payable by Borrower under the Note, the Loan Agreement, this Deed of Trust, and all other Loan Documents (as hereinafter defined).

NOW, THEREFORE, in consideration of the premises, the making of the Loan, the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantor hereby agrees as follows:

ARTICLE I — DEFINITIONS

Section 1.1 — Defined Terms

As used in this Deed of Trust, the following terms shall have the meanings set forth below:

"Administrative Agent" means Summit National Bank, N.A., a national banking association, having an office at 1275 Avenue of Commerce, 12th Floor, McLean, Virginia 22102, in its capacity as administrative agent for itself and the Lenders under the Loan Agreement, together with its successors and assigns in such capacity.

"Beneficiary" means the Administrative Agent, for the benefit of itself and the Lenders, together with their respective successors and assigns.

"Borrower" or "Grantor" means Stonebridge Campus Holdings LLC, a Virginia limited liability company formed under the laws of the Commonwealth of Virginia, together with its permitted successors and assigns.

"Carry Guaranty" has the meaning set forth in Recital C.

"Completion Guaranty" has the meaning set forth in Recital C.

"Construction Loan Agreement" or "Loan Agreement" means that certain Construction Loan Agreement dated as of October 15, 2025, among Borrower, Administrative Agent, and the Lenders, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

"Deed of Trust" means this Deed of Trust, Assignment of Leases and Rents, and Security Agreement, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

"Environmental Indemnity Agreement" means that certain Environmental Indemnity Agreement of even date herewith, executed and delivered by Borrower and IHDC in favor of Administrative Agent for the benefit of the Lenders, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

"EPC Agreement" means that certain Guaranteed Maximum Price Contract dated as of September 12, 2025, between Borrower and Titan-McAllister Construction Group, LLC, a Maryland limited liability company ("Titan-McAllister"), for the design and construction of the Improvements, with a guaranteed maximum price of Four Hundred Twelve Million Dollars ($412,000,000), as the same may be amended, supplemented, or otherwise modified from time to time in accordance with the terms of the Loan Agreement.

"Event of Default" has the meaning set forth in Article VIII hereof and, unless the context otherwise requires, includes any Event of Default as defined in the Loan Agreement.

"Guarantor" means Ironhaven Data Centers LLC, a Delaware limited liability company (EIN: 84-3291057; Virginia State Corporation Commission Entity ID: S7491283), having its principal place of business at 44680 Prentice Drive, Suite 200, Ashburn, Virginia 20147.

"IHDC" means Ironhaven Data Centers LLC, a Delaware limited liability company, the sole member of Borrower.

"Improvements" means all buildings, structures, and other improvements now existing or hereafter constructed, erected, or placed upon the Land, including, without limitation, the four (4) data center buildings designated as Buildings A, B, C, and D (each approximately 120,000 square feet of gross floor area), the central utility plant, structured parking facilities, the dedicated electrical substation, and all other structures, fixtures, systems, equipment, and improvements located or to be located on the Land, aggregating approximately 480,000 square feet of gross floor area and designed to support approximately 96 MW of critical IT load.

"Land" means, collectively, the Stonebridge Parcel and the Meridian Parcel, as more particularly described in Exhibit A attached hereto and incorporated herein by this reference.

"Leases" means all leases, subleases, licenses, occupancy agreements, and other agreements for the use or occupancy of all or any portion of the Property, whether now existing or hereafter entered into, together with all amendments, extensions, renewals, and modifications thereof, and all guaranties and other security therefor.

"Lender's Counsel" means Redmond & Calloway LLP, 8300 Greensboro Drive, Suite 1100, McLean, Virginia 22102, Attention: Victor Redmond.

"Lenders" means, collectively, Summit National Bank, N.A., Cascade Commercial Lending Corp., and Harborview Trust Company, and their respective successors and assigns.

"LLSA" means that certain Large Load Service Agreement between Borrower and Vantage Power Cooperative (VPC Service Application No. LSA-2025-0091) for 120 MVA of contracted demand, as the same may be amended, supplemented, or otherwise modified from time to time.

"Loan" has the meaning set forth in Recital B.

"Loan Documents" means, collectively, the Loan Agreement, the Note, this Deed of Trust, the Environmental Indemnity Agreement, the Completion Guaranty, the Carry Guaranty, the Pledge Agreement, the Assignment of Contracts, Permits, and Approvals, the Equity Contribution Agreement, and all other agreements, instruments, certificates, and documents executed and delivered by Borrower, Guarantor, or any other party in connection with the Loan, as each may be amended, restated, supplemented, or otherwise modified from time to time. A cross-reference list of the Loan Documents is set forth in Exhibit C attached hereto.

"Meridian Parcel" means that certain parcel of land containing approximately 19.4 acres, identified on the Loudoun County Tax Map as Parcel /95-4A-2///, located adjacent to the Stonebridge Parcel on the east, in the vicinity of Ashburn, Loudoun County, Virginia 20148, as more particularly described in Part 2 of Exhibit A attached hereto.

"Note" means the Promissory Note dated as of October 15, 2025, in the original principal amount of Three Hundred Ninety Million Dollars ($390,000,000.00), made by Borrower payable to the order of Administrative Agent for the ratable benefit of the Lenders, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

"Obligations" or "Secured Obligations" means all indebtedness, obligations, and liabilities of Borrower and Guarantor to Administrative Agent and the Lenders arising under or in connection with the Loan Documents, whether now existing or hereafter arising, whether direct or indirect, absolute or contingent, joint or several, and whether for principal, interest, fees, indemnities, costs, expenses (including attorneys' fees), or otherwise.

"Permitted Encumbrances" means those encumbrances, easements, restrictions, conditions, and exceptions to title listed on Exhibit B attached hereto, including, without limitation, the substation easement in favor of Vantage Power Cooperative on the Meridian Parcel, the cross-access and utility easements between the Stonebridge Parcel and the Meridian Parcel, and the stormwater management facility easement and maintenance agreement.

"Pledge Agreement" means that certain Pledge Agreement of even date herewith, executed by Ironhaven Data Centers LLC, pursuant to which IHDC has pledged one hundred percent (100%) of its membership interests in Borrower to Administrative Agent as additional security for the Obligations, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

"Property" means, collectively, the Land, the Improvements, and all other real and personal property described in this Deed of Trust, including all collateral described in Article II and Article IV hereof.

"Rents" means all rents, revenues, income, receipts, royalties, profits, proceeds, security deposits, and all other sums of any kind payable or receivable from or in connection with any Lease or any other use, enjoyment, or occupancy of the Property, whether now due or hereafter becoming due.

"Stonebridge Parcel" means that certain parcel of land containing approximately 62.0 acres, identified on the Loudoun County Tax Map as Parcel /95-4A-1///, located at the northeast corner of Belmont Ridge Road and Stonebridge Boulevard, Ashburn, Loudoun County, Virginia 20148, as more particularly described in Part 1 of Exhibit A attached hereto.

"Title Policy" means the lender's title insurance policy in the face amount of $390,000,000.00 issued by Sovereign Title Insurance Company through Fidelitas Title & Escrow, Inc. in favor of Administrative Agent and the Lenders, together with all endorsements thereto.

"Trustee" means Commonwealth Fiduciary Services, Inc., a Virginia corporation, serving as trustee under the provisions of Virginia Code § 55.1-300 et seq., together with any successor or substitute trustee appointed in accordance with this Deed of Trust and applicable law.

Section 1.2 — Incorporation of Loan Agreement Definitions

All capitalized terms used but not otherwise defined in this Deed of Trust shall have the respective meanings ascribed to such terms in the Loan Agreement. In the event of any conflict or inconsistency between the definitions contained in this Deed of Trust and the definitions contained in the Loan Agreement, the definitions contained in the Loan Agreement shall control, except with respect to the specific grant, conveyance, and security interest provisions of this Deed of Trust.

Section 1.3 — Rules of Construction

(a) Unless the context otherwise requires, words importing the singular number shall include the plural and vice versa, and words importing any gender shall include all genders.

(b) The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation."

(c) References to "Articles," "Sections," "Exhibits," and "Schedules" are to the Articles, Sections, Exhibits, and Schedules of this Deed of Trust, unless otherwise specified.

(d) The headings and captions used in this Deed of Trust are for convenience of reference only and shall not affect the construction or interpretation of any provision hereof.

(e) References to any statute, rule, or regulation shall include all amendments, successor provisions, and regulations promulgated thereunder.

(f) This Deed of Trust shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to principles of conflicts of laws.

(g) In the computation of periods of time from a specified date to a later specified date, the word "from" means "from and including" and the words "to" and "until" each mean "to but excluding."

(h) The terms "herein," "hereof," "hereunder," and similar terms refer to this Deed of Trust as a whole and not to any particular provision hereof.

ARTICLE II — GRANT IN TRUST

Section 2.1 — Conveyance

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in order to secure the full and timely payment and performance of all Obligations, Grantor does hereby irrevocably grant, bargain, sell, convey, assign, transfer, and confirm unto the Trustee, IN TRUST, WITH POWER OF SALE, for the benefit of the Beneficiary, all of Grantor's right, title, and interest in and to the following described property (collectively, the "Property"):

(a) The Land. The Land, being the Stonebridge Parcel (approximately 62.0 acres, Loudoun County Tax Map Reference /95-4A-1///) and the Meridian Parcel (approximately 19.4 acres, Loudoun County Tax Map Reference /95-4A-2///), together comprising approximately 81.4 acres of land located in unincorporated Loudoun County, Virginia, as more particularly described by metes and bounds in Exhibit A attached hereto and incorporated herein by this reference, together with all right, title, and interest of Grantor in and to any land lying in the bed of any street, road, highway, or alley, opened or proposed, in front of or adjoining the Land, to the center line thereof, and all right, title, and interest of Grantor in and to any strips or gores of land adjacent to or between the Land and any abutting parcels.

(b) The Improvements. All buildings, structures, and other improvements now existing or hereafter constructed, erected, or placed upon the Land, including, without limitation, Buildings A, B, C, and D (each approximately 120,000 square feet), the central utility plant, structured parking facilities, the dedicated 230kV/34.5kV electrical substation and related switchyard, and all other structures, facilities, and improvements of every kind and nature, together with all fixtures, machinery, equipment, engines, boilers, generators, uninterruptible power supply ("UPS") systems, heating, ventilation, and air conditioning ("HVAC") systems, switchgear, computer room air handling ("CRAH") units, data center cooling systems, fire suppression systems, electrical distribution systems, plumbing systems, elevators, security systems, building management systems, and all other building systems, components, and equipment attached to, incorporated into, or forming a part of any of the foregoing, whether now existing or hereafter installed.

(c) Easements, Appurtenances, and Privileges. All easements, rights-of-way, licenses, privileges, hereditaments, tenements, and appurtenances belonging or in any way appertaining to the Land or the Improvements, including, without limitation, the cross-access and utility easements between the Stonebridge Parcel and the Meridian Parcel, the stormwater management facility easement and maintenance agreement, all development rights, air rights, water rights, and mineral rights, and any other rights of Grantor in and to the Property.

(d) Fixtures and Personal Property. All fixtures, furnishings, equipment, machinery, apparatus, fittings, appliances, and articles of personal property of every kind and nature whatsoever, now or hereafter owned by Grantor and attached to, placed upon, used in connection with, or appropriated for use in connection with the Land or the Improvements, including, without limitation, all items described in Article IV hereof, and including all trade fixtures, partitions, screens, awnings, window coverings, landscaping, outdoor furniture, parking equipment, maintenance equipment, and all other items of personal property, whether tangible or intangible, affixed to or used in connection with the Property, together with all replacements, substitutions, additions, and accessions thereof and thereto.

(e) Water and Mineral Rights. All of Grantor's right, title, and interest in and to all water rights, riparian rights, littoral rights, and appropriative rights, and all mineral rights and interests, of every kind and nature, appurtenant to or associated with the Land, including, without limitation, all ground water rights and all rights to extract, divert, impound, or use water from any source on, under, or adjacent to the Land.

Section 2.2 — Habendum

TO HAVE AND TO HOLD the Property, together with all and singular the rights, privileges, and appurtenances thereunto belonging or in any way appertaining, unto the Trustee and the Trustee's successors and assigns, IN TRUST, for the benefit of the Beneficiary, forever, subject, however, to the terms and conditions of this Deed of Trust and the Permitted Encumbrances; provided, however, that this Deed of Trust shall be null and void and of no further force and effect, and the estate hereby granted shall cease, terminate, and become void, upon the full and final payment and performance of all Obligations and the written release of this Deed of Trust by Beneficiary.

Section 2.3 — Security for Obligations

This Deed of Trust and the lien and security interests created hereby are given to secure the full and timely payment and performance of all Obligations, including, without limitation: (a) the principal amount of Three Hundred Ninety Million Dollars ($390,000,000.00), together with all accrued and unpaid interest thereon (at the rate of Term SOFR plus 285 basis points per annum, subject to a SOFR floor of 0.50% per annum); (b) all fees, charges, and premiums due under the Loan Documents, including the arrangement fee of $3,900,000.00 and the unused commitment fee of 0.50% per annum on undrawn commitments; (c) all costs and expenses incurred by Beneficiary in connection with the enforcement of this Deed of Trust or any of the other Loan Documents, including reasonable attorneys' fees; (d) all future advances and re-advances made under the Loan Agreement, up to the maximum principal amount of $390,000,000.00; and (e) all other indebtedness, obligations, and liabilities of Borrower and Guarantor arising under or in connection with the Loan Documents.

ARTICLE III — ASSIGNMENT OF LEASES AND RENTS

Section 3.1 — Absolute Assignment

Grantor hereby absolutely and unconditionally assigns, transfers, and sets over to Beneficiary all of Grantor's right, title, and interest in, to, and under: (a) all Leases now existing or hereafter entered into covering all or any portion of the Property, together with all amendments, extensions, renewals, replacements, and modifications thereof, and all guaranties of the obligations of the tenants, licensees, and occupants thereunder; and (b) all Rents now due, past due, or hereafter becoming due under or by virtue of any Lease or any other use, enjoyment, or occupancy of the Property. This assignment is a present and absolute assignment, and not merely an assignment as additional security, and shall be effective immediately upon execution and delivery of this Deed of Trust; provided, however, that Beneficiary hereby grants to Grantor a revocable license to collect and receive Rents as set forth in Section 3.2 below.

Section 3.2 — License to Collect Rents

So long as no Event of Default has occurred and is continuing, Beneficiary hereby grants to Grantor a revocable license to collect, receive, and apply Rents from the Property. Such license shall be revocable by Beneficiary automatically and without notice upon the occurrence and during the continuance of any Event of Default. During the period in which such license is in effect, all Rents collected by Grantor shall be held in trust for the benefit of Beneficiary and shall be applied first to the payment of operating expenses of the Property, including real estate taxes, assessments, insurance premiums, and management fees, and second to the payment of debt service on the Obligations, all as required by and in accordance with the priority of application set forth in the Loan Agreement. Grantor shall not commingle Rents with Grantor's other funds and shall maintain such Rents in a segregated account as required by the Loan Agreement.

Section 3.3 — Beneficiary's Rights upon Default

Upon the occurrence and during the continuance of any Event of Default, Beneficiary may, without notice to Grantor (except as may be required by applicable law), exercise any or all of the following rights and remedies:

(a) Beneficiary may demand, collect, receive, and sue for all Rents directly from each tenant, licensee, or occupant of the Property, and each such tenant, licensee, or occupant is hereby authorized and directed, upon receipt of written notice from Beneficiary of the occurrence of an Event of Default, to pay all Rents directly to Beneficiary without any obligation to inquire as to whether an Event of Default has in fact occurred.

(b) Beneficiary may enter upon and take possession of the Property, or any portion thereof, and manage, operate, lease, and maintain the Property, and collect all Rents therefrom, in the name of Grantor or otherwise, and apply such Rents, after deduction of all costs and expenses of operation, management, and collection (including reasonable attorneys' fees and a reasonable management fee), to the payment of the Obligations in such order and manner as Beneficiary shall determine in its sole discretion.

(c) Beneficiary may exercise any and all rights and remedies available to an assignee of leases and rents under the laws of the Commonwealth of Virginia, including, without limitation, the rights and remedies set forth in Virginia Code § 55.1-338 et seq.

(d) Beneficiary shall incur no liability to Grantor as a result of any action taken or omitted to be taken by Beneficiary in connection with the management, operation, or collection of Rents following the occurrence of an Event of Default, except for liability arising from Beneficiary's willful misconduct or gross negligence.

Section 3.4 — No Merger

There shall be no merger of the leasehold estate created by any Lease with the fee estate in the Property by reason of the fact that such Lease or any interest therein may be held, directly or indirectly, by or for the account of any person who shall hold the fee estate in the Property or any interest in such fee estate, and no such merger shall occur unless and until all persons having an interest in the leasehold estate and all persons having an interest in the fee estate shall join in a written instrument effecting such merger and shall duly record the same. The assignment of Rents contained herein shall not be deemed to constitute an assumption by Beneficiary of any obligation or liability under any Lease, and Beneficiary shall not be obligated to perform or discharge any obligation, duty, or liability under any Lease by reason of this assignment.

ARTICLE IV — SECURITY AGREEMENT (UCC)

Section 4.1 — Grant of Security Interest

In addition to and without limiting the grant in trust set forth in Article II, Grantor hereby grants to Beneficiary a first-priority security interest in and to all personal property of Grantor now owned or hereafter acquired and located on, arising from, or used in connection with the Property, or the ownership, construction, management, maintenance, operation, or use thereof, including, without limitation, the following (collectively, the "Personal Property Collateral"):

(a) Tangible Personal Property. All furniture, fixtures, equipment, machinery, apparatus, fittings, and appliances of every kind and nature, including, without limitation, all diesel and gas generators, uninterruptible power supply ("UPS") systems and batteries, static transfer switches, automatic transfer switches, switchgear, medium-voltage and low-voltage electrical distribution equipment, transformers, power distribution units ("PDUs"), heating, ventilation, and air conditioning ("HVAC") systems, computer room air handling ("CRAH") units, chilled water systems, cooling towers, raised floor systems, fire suppression systems, security and access control systems, building management systems, elevators, cranes, and hoisting equipment, and all other tangible personal property located on, installed in, or used in connection with the Property, whether now existing or hereafter acquired, together with all replacements, substitutions, additions, and accessions thereof and thereto.

(b) Inventory, Goods, and Supplies. All inventory, goods, supplies, spare parts, consumables, and other tangible personal property held for use or consumption in connection with the ownership, construction, operation, and maintenance of the Property.

(c) Contract Rights. All rights of Grantor under and in connection with all contracts and agreements relating to the Property, including, without limitation, (i) the EPC Agreement with Titan-McAllister Construction Group, LLC (GMP of $412,000,000), (ii) the LLSA with Vantage Power Cooperative (VPC Service Application No. LSA-2025-0091) for 120 MVA of contracted demand, (iii) all architect agreements, engineering agreements, and consultant agreements, (iv) all construction management and subcontractor agreements, (v) all service, maintenance, and operating agreements, (vi) all warranty agreements, and (vii) all other contracts, agreements, and purchase orders relating to the design, construction, equipping, operation, management, maintenance, or leasing of the Property.

(d) Permits, Licenses, Entitlements, and Governmental Approvals. All permits, licenses, authorizations, entitlements, development rights, certificates of occupancy, approvals, and other governmental consents and authorizations, whether now held or hereafter obtained, relating to the construction, use, occupancy, or operation of the Property, including, without limitation, the ZMOD approval expected to be issued under Loudoun County Docket No. ZMOD-2025-0038, to the fullest extent such items may be lawfully assigned or encumbered.

(e) Accounts, Deposit Accounts, and General Intangibles. All accounts, deposit accounts (including all funds deposited in the construction draw account, the interest reserve account, the tax and insurance escrow account, and all other accounts maintained in connection with the Loan), instruments, documents, chattel paper (whether tangible or electronic), letter-of-credit rights, commercial tort claims, and general intangibles (including all payment intangibles and software) arising from or relating to the Property.

(f) Insurance Proceeds and Condemnation Awards. All insurance proceeds, condemnation awards, and other compensation arising from or relating to any casualty loss, damage, destruction, or taking of or to the Property or any part thereof.

(g) Proceeds and Products. All proceeds and products of any and all of the foregoing, in whatever form, including, without limitation, insurance proceeds, condemnation proceeds, and all cash and non-cash proceeds.

Section 4.2 — UCC Financing Statements

Grantor hereby irrevocably authorizes Beneficiary to file one or more UCC financing statements (and amendments and continuations thereof) with the Virginia State Corporation Commission and with the Clerk of the Circuit Court for Loudoun County, Virginia, and in such other filing offices as Beneficiary may deem necessary or appropriate, in order to perfect the security interest granted herein. Grantor agrees to execute and deliver to Beneficiary such additional financing statements, continuation statements, amendments, and other documents and instruments as Beneficiary may reasonably request from time to time in order to perfect, protect, and maintain the priority of the security interest granted herein. Grantor shall pay all filing fees and costs associated with the filing of any such financing statements and related documents. To the extent permitted by applicable law, Grantor hereby waives any right to receive a copy of any financing statement or amendment filed by Beneficiary.

Section 4.3 — Remedies

Upon the occurrence and during the continuance of any Event of Default, Beneficiary shall have, in addition to all other rights and remedies available hereunder or under any other Loan Document, all rights and remedies of a secured party under the Virginia Uniform Commercial Code (Virginia Code § 8.9A-101 et seq.), including, without limitation, the right to take possession of the Personal Property Collateral, to dispose of the Personal Property Collateral by public or private sale, and to exercise all other rights and remedies available under applicable law. Any notice of sale, disposition, or other intended action by Beneficiary sent to Grantor at least ten (10) days prior to such action (or such longer period as may be required by applicable law) shall constitute reasonable notification. The proceeds of any such sale or disposition shall be applied in the order set forth in Section 9.7 hereof.

ARTICLE V — REPRESENTATIONS AND WARRANTIES OF GRANTOR

Grantor hereby represents and warrants to Beneficiary and the Lenders as follows, which representations and warranties shall survive the execution and delivery of this Deed of Trust and shall be deemed remade as of each date on which a draw request is submitted under the Loan Agreement:

Section 5.1 — Organization and Authority

(a) Borrower is a limited liability company duly organized, validly existing, and in good standing under the laws of the Commonwealth of Virginia. Borrower has all requisite power and authority under its organizational documents and applicable law to own, hold, and operate the Property, to carry on its business as presently conducted and as contemplated by the Loan Documents, and to execute, deliver, and perform its obligations under this Deed of Trust and each of the other Loan Documents to which it is a party.

(b) Borrower is a single-purpose entity formed solely for the purpose of owning, developing, constructing, and operating the Property. Since the date of its formation, Borrower has not engaged in any business other than the ownership, development, construction, and operation of the Property and activities incidental thereto.

(c) The execution, delivery, and performance by Borrower of this Deed of Trust and each of the other Loan Documents to which Borrower is a party have been duly authorized by all necessary action on the part of Borrower, including, without limitation, the Board/Member Consent Resolution of IHDC, as the sole member of Borrower, dated as of October 1, 2025, and no further action, consent, or approval is required on the part of Borrower or any other person or entity for such execution, delivery, and performance.

(d) This Deed of Trust has been duly executed and delivered by Borrower and constitutes the legal, valid, and binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors' rights generally and by general principles of equity.

Section 5.2 — Ownership of Property

(a) Borrower is the sole fee simple owner of the Property, free and clear of all liens, encumbrances, claims, and security interests of every kind and nature, except for the Permitted Encumbrances and the lien of this Deed of Trust.

(b) The Stonebridge Parcel was acquired by Borrower from Blackthorn Realty Group, Inc., a Virginia corporation (EIN: 54-1987234), pursuant to that certain Special Warranty Deed recorded in the land records of Loudoun County, Virginia, for a purchase price of Fifty-Eight Million Five Hundred Thousand Dollars ($58,500,000.00).

(c) The Meridian Parcel was acquired by Borrower from Meridian Acres LLC, a Virginia limited liability company (EIN: 84-6120983, managed by Theodore Ashford), pursuant to that certain Special Warranty Deed recorded in the land records of Loudoun County, Virginia, for a purchase price of Nineteen Million Four Hundred Thousand Dollars ($19,400,000.00).

(d) The total land acquisition cost for the Property is Seventy-Seven Million Nine Hundred Thousand Dollars ($77,900,000.00).

Section 5.3 — No Liens or Encumbrances

There are no liens, encumbrances, security interests, charges, assessments, or claims of any kind or nature affecting the Property or any portion thereof, other than the Permitted Encumbrances set forth on Exhibit B attached hereto and the lien of this Deed of Trust. The lender's title insurance policy in the face amount of $390,000,000.00 issued by Sovereign Title Insurance Company through Fidelitas Title & Escrow, Inc. insures the first-priority lien of this Deed of Trust upon the Property, subject only to the Permitted Encumbrances.

Section 5.4 — Compliance with Laws

The Property and the use thereof are in compliance with all applicable federal, state, and local laws, statutes, ordinances, rules, regulations, codes, and orders, including, without limitation, the Loudoun County Zoning Ordinance. The Property is currently zoned PD-IP (Planned Development — Industrial Park), and the ZMOD approval for data center use under Loudoun County Docket No. ZMOD-2025-0038 is anticipated to be granted on or before October 31, 2025. Borrower has no knowledge of any violation of any applicable law, ordinance, rule, or regulation that would materially and adversely affect the value, use, occupancy, or development of the Property.

Section 5.5 — Environmental Representations

(a) Except as disclosed in the Phase I Environmental Site Assessment and Phase II Environmental Site Assessment prepared by Pendleton Environmental Associates, Inc. (Dr. Renata Volkov, Principal), copies of which have been delivered to Beneficiary, there are no known hazardous substances, hazardous wastes, toxic substances, or other regulated materials present on, under, or about the Property, or in any soil, groundwater, surface water, or other environmental medium at or affecting the Property.

(b) Borrower acknowledges that the Stonebridge Parcel has a history of agricultural use and that the Phase II Environmental Site Assessment, completed on July 1, 2025, identified potential residual pesticide contamination in the northwest quadrant of the Stonebridge Parcel (an area of approximately 4.2 acres). The Phase II ESA concluded that such contamination does not exceed applicable regulatory action levels and that no further remedial action is required at this time, subject to institutional controls and continued monitoring as recommended therein.

(c) No underground or aboveground storage tanks are located on the Property, and no underground or aboveground storage tanks have previously been located on the Property, except as disclosed in the Phase I ESA.

Section 5.6 — Taxes and Assessments

All real estate taxes, assessments, and governmental charges levied or assessed against the Property that are currently due and payable have been paid in full, and no such taxes, assessments, or charges are delinquent. Borrower acknowledges that the Loudoun County equipment tax rate of $1.25 per $100 of assessed value will be applicable to IT equipment installed in the data center buildings following the issuance of the certificate of occupancy for each building.

Section 5.7 — Insurance

Borrower maintains, and will continue to maintain throughout the term of the Loan, insurance coverages as required by the Loan Agreement, including, without limitation:

(a) Builder's risk insurance in the amount of Four Hundred Twelve Million Dollars ($412,000,000.00) issued by Great Basin Surety & Insurance Corp., with a deductible of Two Hundred Fifty Thousand Dollars ($250,000) per occurrence;

(b) Directors' and officers' liability insurance in the amount of Ten Million Dollars ($10,000,000.00) issued by Clearwater Specialty Underwriters, Inc.;

(d) Such additional insurance coverages as may be required by the Loan Agreement from time to time.

All required insurance policies name, or will name, Beneficiary as additional insured and/or loss payee, as applicable, and are placed through Northgate Insurance Brokerage, LLC (William Keane, Account Executive).

Section 5.8 — Single-Purpose Entity Representations

Borrower has at all times since its formation complied with all single-purpose entity and separateness covenants set forth in the Operating Agreement of Stonebridge Campus Holdings LLC and the Loan Agreement, including, without limitation, maintaining separate books and records, maintaining separate bank accounts, not commingling its assets with the assets of any other person or entity, holding itself out to creditors and the public as a separate and distinct entity, conducting business in its own name, maintaining arm's-length relationships with its affiliates, and not incurring any indebtedness other than as permitted by the Loan Documents.

Section 5.9 — No Litigation

There is no action, suit, proceeding, investigation, or inquiry pending or, to the best of Borrower's knowledge after due inquiry, threatened against or affecting Borrower, the Property, Guarantor, or any other party to the Loan Documents that, if adversely determined, would have a material adverse effect on the Property, the financial condition of Borrower or Guarantor, or the ability of Borrower or Guarantor to perform under the Loan Documents. There are no outstanding judgments, writs, injunctions, decrees, or orders of any court, arbitrator, or governmental authority against Borrower, Guarantor, or the Property.

ARTICLE VI — COVENANTS OF GRANTOR

Grantor hereby covenants and agrees with Beneficiary and the Lenders as follows:

Section 6.1 — Payment of Secured Obligations

Borrower shall pay and perform all Obligations when due in accordance with the terms of the Loan Documents, including, without limitation, the payment of (a) principal on the Note when due, whether at maturity, by acceleration, or otherwise; (b) interest on the outstanding principal balance of the Loan at the rate of Term SOFR plus 285 basis points per annum (subject to a SOFR floor of 0.50% per annum), payable monthly or as otherwise provided in the Loan Agreement; (c) all fees, including the arrangement fee, unused commitment fee, and any other fees specified in the Loan Agreement; and (d) all other amounts due under the Loan Documents, including costs and expenses of enforcement.

Section 6.2 — Maintenance and Repair of Property

Borrower shall maintain the Property, including the Land, the Improvements, and all fixtures and equipment, in good condition, order, and repair, consistent with the standards of first-class data center facilities in the Northern Virginia market. Borrower shall not commit or suffer any waste of the Property and shall not do or permit anything to be done on or about the Property that would impair the value of the Property or the security of this Deed of Trust. Borrower shall complete the construction of the Improvements in accordance with the approved plans, specifications, and budget, as set forth in the Loan Agreement and the EPC Agreement, within the applicable construction schedule milestones. The total project budget for the development of the Campus is Six Hundred Million Dollars ($600,000,000.00).

Section 6.3 — Payment of Taxes and Assessments

(a) Borrower shall pay, or cause to be paid, before delinquency, all real estate taxes, personal property taxes, assessments, governmental charges, utility charges, and impositions of every kind and nature levied or assessed against the Property or any portion thereof, or against Borrower with respect to the Property, as and when the same become due and payable and before any penalty, interest, or cost accrues thereon.

(b) If required by Beneficiary at any time during the term of the Loan, Borrower shall deposit with Beneficiary, on each date on which a payment of interest is due under the Note, an amount equal to one-twelfth (1/12) of the estimated annual real estate taxes, assessments, and insurance premiums applicable to the Property, which amounts shall be held by Beneficiary in an escrow or impound account and applied by Beneficiary to the payment of such taxes, assessments, and insurance premiums as and when the same become due. Beneficiary shall not be required to pay interest on any amounts held in any such escrow or impound account.

(c) Borrower may contest any tax, assessment, or other governmental charge in good faith by appropriate proceedings, provided that (i) Borrower gives Beneficiary prior written notice of such contest, (ii) such contest operates to prevent the collection of the contested amount and the sale or forfeiture of the Property or any portion thereof, (iii) Borrower deposits with Beneficiary, or posts a bond or other security satisfactory to Beneficiary in its reasonable discretion, in an amount equal to one hundred twenty-five percent (125%) of the contested amount, and (iv) Borrower promptly pays the contested amount and all penalties, interest, and costs upon a final determination adverse to Borrower.

Section 6.4 — Insurance Covenants

Borrower shall maintain at all times during the term of the Loan, at Borrower's sole cost and expense, insurance coverages in such types, amounts, and with such insurers as are required by the Loan Agreement, including, without limitation:

(a) Builder's Risk Insurance. Builder's risk insurance in the amount of not less than Four Hundred Twelve Million Dollars ($412,000,000.00), insuring against loss or damage to the Improvements during the course of construction, issued by Great Basin Surety & Insurance Corp. or another insurer acceptable to Beneficiary, with a deductible not exceeding Two Hundred Fifty Thousand Dollars ($250,000) per occurrence.

(b) General Liability Insurance. Commercial general liability insurance with coverage limits as specified in the Loan Agreement, including contractual liability coverage, products and completed operations coverage, and personal and advertising injury coverage.

(c) Post-COO Property Insurance. Following the issuance of a certificate of occupancy for any building on the Property, property insurance covering the Improvements and all fixtures and equipment in an amount not less than the full replacement cost of the Improvements (with a target replacement cost of Six Hundred Million Dollars ($600,000,000.00)), insuring against loss or damage by fire, windstorm, and all other risks and hazards covered by an "all-risk" or "special form" policy.

(d) Additional Coverages. Such other insurance coverages as may be required by the Loan Agreement from time to time, including flood insurance (if the Property is located in a special flood hazard area), earthquake insurance, terrorism risk insurance, environmental liability insurance, and excess umbrella liability insurance.

All insurance policies shall name Beneficiary as additional insured and/or mortgagee loss payee, as applicable, pursuant to standard mortgagee endorsements satisfactory to Beneficiary. All insurance policies shall contain provisions requiring the insurer to give Beneficiary not less than thirty (30) days' prior written notice of cancellation, non-renewal, or material modification. All insurance coverages shall be placed through Northgate Insurance Brokerage, LLC (William Keane, Account Executive), or another insurance broker acceptable to Beneficiary. Borrower shall deliver to Beneficiary certificates of insurance and, upon request, copies of all insurance policies evidencing the coverages required herein.

Section 6.5 — Compliance with Laws; Entitlements

(a) Borrower shall comply with all applicable federal, state, and local laws, statutes, ordinances, rules, regulations, codes, orders, and requirements, including, without limitation, all building codes, fire codes, environmental laws, zoning regulations, and land use requirements applicable to the Property or the construction, use, occupancy, or operation thereof.

(b) Borrower shall diligently prosecute and obtain the ZMOD approval under Loudoun County Docket No. ZMOD-2025-0038, and shall maintain such ZMOD approval and all other required permits, licenses, authorizations, and entitlements in full force and effect throughout the term of the Loan. Borrower shall promptly notify Beneficiary of any revocation, suspension, modification, or denial of the ZMOD approval or any other material governmental permit or entitlement.

(c) Borrower shall timely comply with all proffer obligations imposed in connection with the ZMOD approval, including the payment of estimated proffer contributions of approximately Two Million Four Hundred Thousand Dollars ($2,400,000.00), calculated at the rate of $5.00 per square foot of gross floor area for 480,000 square feet of gross floor area, or such other amount as may be required by the applicable proffer conditions.

Section 6.6 — Restrictions on Transfer and Encumbrance

(a) Grantor shall not sell, convey, assign, transfer, encumber, mortgage, hypothecate, pledge, or otherwise dispose of, or grant any option, right of first refusal, or other right with respect to, the Property or any part thereof, or any legal or beneficial interest therein, without the prior written consent of Beneficiary, which consent may be granted or withheld in Beneficiary's sole and absolute discretion.

(b) Any sale, conveyance, transfer, encumbrance, or other disposition of the Property or any interest therein in violation of this Section 6.6 shall constitute an Event of Default hereunder and shall entitle Beneficiary to accelerate the maturity of the Obligations and to exercise all remedies available under this Deed of Trust and the other Loan Documents.

Section 6.7 — Change of Control

(a) As more particularly set forth in the Loan Agreement, a "Change of Control" shall be deemed to have occurred if Ridgeline Capital Partners Fund IV, LP, directly or indirectly, ceases to hold at least fifty-one percent (51%) of the equity interests (whether membership interests, partnership interests, or other ownership interests) in Borrower or Guarantor, or ceases to control the management and operations of Borrower or Guarantor.

(b) A Change of Control shall constitute an Event of Default hereunder and shall trigger a mandatory prepayment of the Obligations as set forth in the Loan Agreement, unless Beneficiary shall have given its prior written consent to such Change of Control.

(c) Borrower shall promptly notify Beneficiary in writing of any proposed or anticipated Change of Control and shall provide Beneficiary with such information regarding the proposed transferee and the terms and conditions of the proposed transaction as Beneficiary may reasonably request.

Section 6.8 — Leasing Restrictions

(a) Grantor shall not enter into, amend, modify, extend, renew, terminate, accept the surrender of, or consent to any assignment or subletting of, any Lease affecting any portion of the Property without the prior written consent of Beneficiary, unless such Lease is entered into in compliance with a pre-approved leasing program established under the Loan Agreement, and all such Leases comply with the leasing parameters and tenant creditworthiness standards set forth in the Loan Agreement.

(b) All Leases shall be subordinate to the lien of this Deed of Trust, and each Lease shall contain a subordination, non-disturbance, and attornment provision reasonably satisfactory to Beneficiary, or shall be accompanied by a separate subordination, non-disturbance, and attornment agreement in form and substance reasonably satisfactory to Beneficiary.

(c) Grantor shall promptly deliver to Beneficiary a fully executed copy of each Lease and each amendment, modification, extension, or renewal thereof.

Section 6.9 — Environmental Covenants

(a) Borrower shall not cause or permit any release, spill, discharge, emission, or disposal of any hazardous substances, hazardous wastes, toxic substances, or other regulated materials on, in, under, or from the Property, except in compliance with all applicable environmental laws and in the ordinary course of the construction and operation of the data center campus (including, without limitation, the storage and use of diesel fuel for emergency generators and the use of refrigerants in HVAC and cooling systems, in each case in compliance with applicable law and in quantities that do not exceed those customarily used in comparable data center facilities).

(b) Borrower shall comply with all applicable federal, state, and local environmental laws, rules, regulations, and orders, including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA"), the Resource Conservation and Recovery Act ("RCRA"), the Clean Water Act, the Clean Air Act, the Virginia Waste Management Act, and the regulations promulgated thereunder.

(c) Borrower shall promptly notify Beneficiary in writing of any release, spill, discharge, or threatened release of any hazardous substance on, in, under, or from the Property, and of any notice, claim, action, or proceeding involving environmental contamination or violation of environmental laws affecting the Property.

(d) The provisions of this Section 6.9 are in addition to, and not in limitation of, the obligations of Borrower and Guarantor under the Environmental Indemnity Agreement.

Section 6.10 — Construction Covenants

(a) Borrower shall cause the Improvements to be designed and constructed in a good and workmanlike manner, in accordance with the plans, specifications, and budget approved by Beneficiary and in accordance with the terms of the EPC Agreement with Titan-McAllister Construction Group, LLC, at the guaranteed maximum price of Four Hundred Twelve Million Dollars ($412,000,000.00).

(b) The construction schedule for the Campus shall be as follows, subject to adjustment in accordance with the Loan Agreement:

(i) Notice to Proceed ("NTP"): target date of November 1, 2025;

(ii) Substantial Completion of Building A: target date of August 1, 2027;

(iii) Substantial Completion of Buildings B, C, and D: target date of November 1, 2027.

(c) Borrower shall maintain in full force and effect, for the duration of the construction period, the performance bond in the penal sum of Four Hundred Twelve Million Dollars ($412,000,000.00) and the payment bond in the penal sum of Four Hundred Twelve Million Dollars ($412,000,000.00), each issued by Great Basin Surety & Insurance Corp. in connection with the EPC Agreement.

(d) Borrower shall not modify, amend, supplement, terminate, or waive any material provision of the EPC Agreement without the prior written consent of Beneficiary, and shall not consent to or approve any change order under the EPC Agreement that would increase the guaranteed maximum price by more than the threshold amount specified in the Loan Agreement, without the prior written consent of Beneficiary.

(e) Borrower shall comply with all applicable building codes, safety standards, and governmental requirements in connection with the construction of the Improvements, and shall obtain all necessary building permits, inspection approvals, and certificates of occupancy in a timely manner.

Section 6.11 — Financial Covenants

Borrower shall comply with the following financial covenants at all times during the term of the Loan, as more particularly set forth in the Loan Agreement:

(a) Loan-to-Cost Ratio. The outstanding principal balance of the Loan shall not at any time exceed sixty-five percent (65%) of the total project cost, as determined in accordance with the Loan Agreement.

(b) Debt Service Coverage Ratio. Upon stabilization of the Property (as defined in the Loan Agreement), the debt service coverage ratio for the Property shall be not less than 1.25 to 1.00 (1.25x), calculated on a trailing twelve-month basis in accordance with the methodology set forth in the Loan Agreement.

(c) Minimum Equity Contribution. Prior to the first draw of Loan proceeds, Borrower shall have contributed not less than twenty-five percent (25%) of the total equity commitment, in an amount not less than Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000.00), which equity shall have been invested in the Property as verified by the construction lender's inspector.

(d) Financial Reporting. Borrower shall deliver to Beneficiary and the Lenders all financial statements, operating budgets, draw requests, construction progress reports, and other financial information as and when required by the Loan Agreement.

Section 6.12 — Preservation of Lien Priority

Borrower shall take all actions necessary to maintain the first-priority lien status of this Deed of Trust, including, without limitation: (a) the timely payment of all real estate taxes, assessments, and governmental charges affecting the Property; (b) the prompt satisfaction, discharge, or bonding of all mechanic's liens, materialmen's liens, and other claims of lien that may be filed or recorded against the Property; and (c) compliance with all requirements imposed by the Title Policy for the maintenance of the insured lien priority thereof. Borrower shall not, without the prior written consent of Beneficiary, consent to or permit the creation or existence of any lien, encumbrance, or security interest on or affecting the Property, other than Permitted Encumbrances and the lien of this Deed of Trust.

Section 6.13 — Further Assurances

Borrower shall, at Borrower's sole cost and expense, execute and deliver to Beneficiary such additional instruments, documents, agreements, certifications, and assurances, and take such further actions, as Beneficiary may from time to time reasonably request in order to carry out the intent and purposes of this Deed of Trust, to perfect and protect the lien and security interest created hereby, to facilitate the exercise of any right or remedy hereunder, and to effectuate the transactions contemplated by the Loan Documents.

Section 6.14 — Single-Purpose Entity Covenants

Borrower shall at all times maintain its status as a single-purpose entity in accordance with the separateness covenants set forth in the Operating Agreement of Stonebridge Campus Holdings LLC and the Loan Agreement. Without limiting the generality of the foregoing, Borrower shall: (a) not engage in any business or activity other than the ownership, development, construction, leasing, management, operation, and maintenance of the Property and activities incidental thereto; (b) not own any assets other than the Property and assets incidental to the ownership and operation thereof; (c) not commingle its assets or funds with those of any other person or entity; (d) maintain its own separate books of account and records; (e) maintain separate bank accounts in its own name; (f) not assume, guarantee, or otherwise become liable for the obligations or indebtedness of any other person or entity, except as expressly permitted by the Loan Documents; (g) hold itself out to creditors and the public as a separate and distinct entity; (h) conduct b

RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO:
Calderwood & Harkness LLP 1900 K Street NW, Suite 800 Washington, DC 20006
Attention: Cynthia Ho, Esq.
Loan Reference No.: CL-2025-VA-04418
Tax Map References: /95-4A-1/// (Stonebridge Parcel, 62.0 acres) /95-4A-2/// (Meridian Parcel, 19.4 acres)
Grantor: Stonebridge Campus Holdings LLC, a Virginia limited liability company Trustee: Commonwealth Fiduciary Services, Inc., a Virginia corporation Beneficiary: Summit National Bank, N.A., a national banking association, as Administrative Agent for itself and the Lenders Secured Amount: $390,000,000.00 Date of Instrument: October 15, 2025
DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, AND SECURITY AGREEMENT
Stonebridge Data Center Campus Ashburn, Loudoun County, Virginia
Dated as of October 15, 2025
Made by
STONEBRIDGE CAMPUS HOLDINGS LLC, a Virginia limited liability company, as Grantor
to
COMMONWEALTH FIDUCIARY SERVICES, INC., a Virginia corporation, as Trustee
for the benefit of
SUMMIT NATIONAL BANK, N.A., a national banking association, as Administrative Agent for itself and the Lenders
Securing a Loan in the Original Principal Amount of $390,000,000.00
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DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, AND SECURITY AGREEMENT
THIS DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, AND SECURITY AGREEMENT (this "Deed of Trust") is made as of October 15, 2025, by STONEBRIDGE CAMPUS HOLDINGS LLC, a Virginia limited liability company ("Grantor" or "Borrower"), having its principal place of business c/o Ironhaven Data Centers LLC, 44680 Prentice Drive, Suite 200, Ashburn, Virginia 20147, to COMMONWEALTH FIDUCIARY SERVICES, INC., a Virginia corporation ("Trustee"), having its principal office at 4200 Fair Ridge Drive, Suite 100, Fairfax, Virginia 22033, for the benefit of SUMMIT NATIONAL BANK, N.A., a national banking association ("Administrative Agent" or "Beneficiary"), having an office at 1275 Avenue of Commerce, 12th Floor, McLean, Virginia 22102, acting in its capacity as Administrative Agent for itself and the Lenders (as hereinafter defined).
RECITALS
A. The Borrower. Stonebridge Campus Holdings LLC ("Grantor" or "Borrower") is a Virginia limited liability company wholly owned by Ironhaven Data Centers LLC ("IHDC"), a Delaware limited liability company headquartered at 44680 Prentice Drive, Suite 200, Ashburn, Virginia 20147. Borrower was formed as a single-purpose entity for the express and limited purpose of acquiring, developing, and operating the Stonebridge Data Center Campus (the "Campus") located in unincorporated Loudoun County, Virginia. The Campus, when fully developed, is designed to provide approximately 96 megawatts ("MW") of critical IT load capacity distributed across four purpose-built data center buildings designated as Buildings A, B, C, and D, together with a central utility plant, structured parking, a dedicated 230kV/34.5kV electrical substation, and related site improvements. The total project budget for the development of the Campus is approximately Six Hundred Million Dollars ($600,000,000).
B. The Loan. Pursuant to that certain Construction Loan Agreement of even date herewith (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Loan Agreement" or "Construction Loan Agreement"), among Borrower, as borrower, Summit National Bank, N.A. ("Summit"), as Administrative Agent, and Summit, Cascade Commercial Lending Corp. ("Cascade"), and Harborview Trust Company ("Harborview"), as lenders (collectively, the "Lenders"), the Lenders have agreed to make available to Borrower a senior secured construction loan facility (the "Loan") in the aggregate principal amount of Three Hundred Ninety Million Dollars ($390,000,000.00), with commitments allocated as follows: Summit National Bank, N.A.—One Hundred Eighty Million Dollars ($180,000,000); Cascade Commercial Lending Corp.—One Hundred Thirty Million Dollars ($130,000,000); and Harborview Trust Company—Eighty Million Dollars ($80,000,000). The Loan bears interest at a rate equal to Term SOFR (as defined in the Loan Agreement, subject to a floor of 0.50% per annum) plus 285 basis points (2.85%) per annum, and is evidenced by that certain Promissory Note of even date herewith in the original principal amount of $390,000,000.00 made by Borrower payable to the order of Administrative Agent for the ratable benefit of the Lenders (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Note"). The Loan has a draw period of thirty-six (36) months from the date of the first advance under the Loan Agreement and a stated maturity date of forty-eight (48) months from the date of closing, subject to one twelve (12)-month extension option exercisable by Borrower in accordance with the terms and conditions set forth in the Loan Agreement.
C. The Guaranties. As a condition to the making of the Loan, IHDC has executed and delivered to Administrative Agent (i) that certain Completion Guaranty of even date herewith (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Completion Guaranty"), pursuant to which IHDC has guaranteed the lien-free completion of the Improvements in accordance with the approved plans, specifications, and budget, and (ii) that certain Carry Guaranty and Payment Guaranty of even date herewith (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Carry Guaranty"), pursuant to which IHDC has guaranteed the payment of certain carrying costs, including interest, real estate taxes, insurance premiums, and other specified obligations during the term of the Loan.
D. Purpose. This Deed of Trust is executed and delivered by Grantor to Trustee for the benefit of Beneficiary in order to secure the full and timely payment and performance of all Obligations (as hereinafter defined), including, without limitation, the repayment of the principal amount of Three Hundred Ninety Million Dollars ($390,000,000.00), together with all accrued and unpaid interest thereon, all fees and charges (including, without limitation, the arrangement fee of Three Million Nine Hundred Thousand Dollars ($3,900,000) and the unused commitment fee of 0.50% per annum on undrawn commitments), and all other amounts due and payable by Borrower under the Note, the Loan Agreement, this Deed of Trust, and all other Loan Documents (as hereinafter defined).
NOW, THEREFORE, in consideration of the premises, the making of the Loan, the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantor hereby agrees as follows:
ARTICLE I — DEFINITIONS
Section 1.1 — Defined Terms
As used in this Deed of Trust, the following terms shall have the meanings set forth below:
"Administrative Agent" means Summit National Bank, N.A., a national banking association, having an office at 1275 Avenue of Commerce, 12th Floor, McLean, Virginia 22102, in its capacity as administrative agent for itself and the Lenders under the Loan Agreement, together with its successors and assigns in such capacity.
"Beneficiary" means the Administrative Agent, for the benefit of itself and the Lenders, together with their respective successors and assigns.
"Borrower" or "Grantor" means Stonebridge Campus Holdings LLC, a Virginia limited liability company formed under the laws of the Commonwealth of Virginia, together with its permitted successors and assigns.
"Carry Guaranty" has the meaning set forth in Recital C.
"Completion Guaranty" has the meaning set forth in Recital C.
"Construction Loan Agreement" or "Loan Agreement" means that certain Construction Loan Agreement dated as of October 15, 2025, among Borrower, Administrative Agent, and the Lenders, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Deed of Trust" means this Deed of Trust, Assignment of Leases and Rents, and Security Agreement, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Environmental Indemnity Agreement" means that certain Environmental Indemnity Agreement of even date herewith, executed and delivered by Borrower and IHDC in favor of Administrative Agent for the benefit of the Lenders, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"EPC Agreement" means that certain Guaranteed Maximum Price Contract dated as of September 12, 2025, between Borrower and Titan-McAllister Construction Group, LLC, a Maryland limited liability company ("Titan-McAllister"), for the design and construction of the Improvements, with a guaranteed maximum price of Four Hundred Twelve Million Dollars ($412,000,000), as the same may be amended, supplemented, or otherwise modified from time to time in accordance with the terms of the Loan Agreement.
"Event of Default" has the meaning set forth in Article VIII hereof and, unless the context otherwise requires, includes any Event of Default as defined in the Loan Agreement.
"Guarantor" means Ironhaven Data Centers LLC, a Delaware limited liability company (EIN: 84-3291057; Virginia State Corporation Commission Entity ID: S7491283), having its principal place of business at 44680 Prentice Drive, Suite 200, Ashburn, Virginia 20147.
"IHDC" means Ironhaven Data Centers LLC, a Delaware limited liability company, the sole member of Borrower.
"Improvements" means all buildings, structures, and other improvements now existing or hereafter constructed, erected, or placed upon the Land, including, without limitation, the four (4) data center buildings designated as Buildings A, B, C, and D (each approximately 120,000 square feet of gross floor area), the central utility plant, structured parking facilities, the dedicated electrical substation, and all other structures, fixtures, systems, equipment, and improvements located or to be located on the Land, aggregating approximately 480,000 square feet of gross floor area and designed to support approximately 96 MW of critical IT load.
"Land" means, collectively, the Stonebridge Parcel and the Meridian Parcel, as more particularly described in Exhibit A attached hereto and incorporated herein by this reference.
"Leases" means all leases, subleases, licenses, occupancy agreements, and other agreements for the use or occupancy of all or any portion of the Property, whether now existing or hereafter entered into, together with all amendments, extensions, renewals, and modifications thereof, and all guaranties and other security therefor.
"Lender's Counsel" means Redmond & Calloway LLP, 8300 Greensboro Drive, Suite 1100, McLean, Virginia 22102, Attention: Victor Redmond.
"Lenders" means, collectively, Summit National Bank, N.A., Cascade Commercial Lending Corp., and Harborview Trust Company, and their respective successors and assigns.
"LLSA" means that certain Large Load Service Agreement between Borrower and Vantage Power Cooperative (VPC Service Application No. LSA-2025-0091) for 120 MVA of contracted demand, as the same may be amended, supplemented, or otherwise modified from time to time.
"Loan" has the meaning set forth in Recital B.
"Loan Documents" means, collectively, the Loan Agreement, the Note, this Deed of Trust, the Environmental Indemnity Agreement, the Completion Guaranty, the Carry Guaranty, the Pledge Agreement, the Assignment of Contracts, Permits, and Approvals, the Equity Contribution Agreement, and all other agreements, instruments, certificates, and documents executed and delivered by Borrower, Guarantor, or any other party in connection with the Loan, as each may be amended, restated, supplemented, or otherwise modified from time to time. A cross-reference list of the Loan Documents is set forth in Exhibit C attached hereto.
"Meridian Parcel" means that certain parcel of land containing approximately 19.4 acres, identified on the Loudoun County Tax Map as Parcel /95-4A-2///, located adjacent to the Stonebridge Parcel on the east, in the vicinity of Ashburn, Loudoun County, Virginia 20148, as more particularly described in Part 2 of Exhibit A attached hereto.
"Note" means the Promissory Note dated as of October 15, 2025, in the original principal amount of Three Hundred Ninety Million Dollars ($390,000,000.00), made by Borrower payable to the order of Administrative Agent for the ratable benefit of the Lenders, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Obligations" or "Secured Obligations" means all indebtedness, obligations, and liabilities of Borrower and Guarantor to Administrative Agent and the Lenders arising under or in connection with the Loan Documents, whether now existing or hereafter arising, whether direct or indirect, absolute or contingent, joint or several, and whether for principal, interest, fees, indemnities, costs, expenses (including attorneys' fees), or otherwise.
"Permitted Encumbrances" means those encumbrances, easements, restrictions, conditions, and exceptions to title listed on Exhibit B attached hereto, including, without limitation, the substation easement in favor of Vantage Power Cooperative on the Meridian Parcel, the cross-access and utility easements between the Stonebridge Parcel and the Meridian Parcel, and the stormwater management facility easement and maintenance agreement.
"Pledge Agreement" means that certain Pledge Agreement of even date herewith, executed by Ironhaven Data Centers LLC, pursuant to which IHDC has pledged one hundred percent (100%) of its membership interests in Borrower to Administrative Agent as additional security for the Obligations, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Property" means, collectively, the Land, the Improvements, and all other real and personal property described in this Deed of Trust, including all collateral described in Article II and Article IV hereof.
"Rents" means all rents, revenues, income, receipts, royalties, profits, proceeds, security deposits, and all other sums of any kind payable or receivable from or in connection with any Lease or any other use, enjoyment, or occupancy of the Property, whether now due or hereafter becoming due.
"Stonebridge Parcel" means that certain parcel of land containing approximately 62.0 acres, identified on the Loudoun County Tax Map as Parcel /95-4A-1///, located at the northeast corner of Belmont Ridge Road and Stonebridge Boulevard, Ashburn, Loudoun County, Virginia 20148, as more particularly described in Part 1 of Exhibit A attached hereto.
"Title Policy" means the lender's title insurance policy in the face amount of $390,000,000.00 issued by Sovereign Title Insurance Company through Fidelitas Title & Escrow, Inc. in favor of Administrative Agent and the Lenders, together with all endorsements thereto.
"Trustee" means Commonwealth Fiduciary Services, Inc., a Virginia corporation, serving as trustee under the provisions of Virginia Code § 55.1-300 et seq., together with any successor or substitute trustee appointed in accordance with this Deed of Trust and applicable law.
Section 1.2 — Incorporation of Loan Agreement Definitions
All capitalized terms used but not otherwise defined in this Deed of Trust shall have the respective meanings ascribed to such terms in the Loan Agreement. In the event of any conflict or inconsistency between the definitions contained in this Deed of Trust and the definitions contained in the Loan Agreement, the definitions contained in the Loan Agreement shall control, except with respect to the specific grant, conveyance, and security interest provisions of this Deed of Trust.
Section 1.3 — Rules of Construction
(a) Unless the context otherwise requires, words importing the singular number shall include the plural and vice versa, and words importing any gender shall include all genders.
(b) The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation."
(c) References to "Articles," "Sections," "Exhibits," and "Schedules" are to the Articles, Sections, Exhibits, and Schedules of this Deed of Trust, unless otherwise specified.
(d) The headings and captions used in this Deed of Trust are for convenience of reference only and shall not affect the construction or interpretation of any provision hereof.
(e) References to any statute, rule, or regulation shall include all amendments, successor provisions, and regulations promulgated thereunder.
(f) This Deed of Trust shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to principles of conflicts of laws.
(g) In the computation of periods of time from a specified date to a later specified date, the word "from" means "from and including" and the words "to" and "until" each mean "to but excluding."
(h) The terms "herein," "hereof," "hereunder," and similar terms refer to this Deed of Trust as a whole and not to any particular provision hereof.
ARTICLE II — GRANT IN TRUST
Section 2.1 — Conveyance
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in order to secure the full and timely payment and performance of all Obligations, Grantor does hereby irrevocably grant, bargain, sell, convey, assign, transfer, and confirm unto the Trustee, IN TRUST, WITH POWER OF SALE, for the benefit of the Beneficiary, all of Grantor's right, title, and interest in and to the following described property (collectively, the "Property"):
(a) The Land. The Land, being the Stonebridge Parcel (approximately 62.0 acres, Loudoun County Tax Map Reference /95-4A-1///) and the Meridian Parcel (approximately 19.4 acres, Loudoun County Tax Map Reference /95-4A-2///), together comprising approximately 81.4 acres of land located in unincorporated Loudoun County, Virginia, as more particularly described by metes and bounds in Exhibit A attached hereto and incorporated herein by this reference, together with all right, title, and interest of Grantor in and to any land lying in the bed of any street, road, highway, or alley, opened or proposed, in front of or adjoining the Land, to the center line thereof, and all right, title, and interest of Grantor in and to any strips or gores of land adjacent to or between the Land and any abutting parcels.
(b) The Improvements. All buildings, structures, and other improvements now existing or hereafter constructed, erected, or placed upon the Land, including, without limitation, Buildings A, B, C, and D (each approximately 120,000 square feet), the central utility plant, structured parking facilities, the dedicated 230kV/34.5kV electrical substation and related switchyard, and all other structures, facilities, and improvements of every kind and nature, together with all fixtures, machinery, equipment, engines, boilers, generators, uninterruptible power supply ("UPS") systems, heating, ventilation, and air conditioning ("HVAC") systems, switchgear, computer room air handling ("CRAH") units, data center cooling systems, fire suppression systems, electrical distribution systems, plumbing systems, elevators, security systems, building management systems, and all other building systems, components, and equipment attached to, incorporated into, or forming a part of any of the foregoing, whether now existing or hereafter installed.
(c) Easements, Appurtenances, and Privileges. All easements, rights-of-way, licenses, privileges, hereditaments, tenements, and appurtenances belonging or in any way appertaining to the Land or the Improvements, including, without limitation, the cross-access and utility easements between the Stonebridge Parcel and the Meridian Parcel, the stormwater management facility easement and maintenance agreement, all development rights, air rights, water rights, and mineral rights, and any other rights of Grantor in and to the Property.
(d) Fixtures and Personal Property. All fixtures, furnishings, equipment, machinery, apparatus, fittings, appliances, and articles of personal property of every kind and nature whatsoever, now or hereafter owned by Grantor and attached to, placed upon, used in connection with, or appropriated for use in connection with the Land or the Improvements, including, without limitation, all items described in Article IV hereof, and including all trade fixtures, partitions, screens, awnings, window coverings, landscaping, outdoor furniture, parking equipment, maintenance equipment, and all other items of personal property, whether tangible or intangible, affixed to or used in connection with the Property, together with all replacements, substitutions, additions, and accessions thereof and thereto.
(e) Water and Mineral Rights. All of Grantor's right, title, and interest in and to all water rights, riparian rights, littoral rights, and appropriative rights, and all mineral rights and interests, of every kind and nature, appurtenant to or associated with the Land, including, without limitation, all ground water rights and all rights to extract, divert, impound, or use water from any source on, under, or adjacent to the Land.
Section 2.2 — Habendum
TO HAVE AND TO HOLD the Property, together with all and singular the rights, privileges, and appurtenances thereunto belonging or in any way appertaining, unto the Trustee and the Trustee's successors and assigns, IN TRUST, for the benefit of the Beneficiary, forever, subject, however, to the terms and conditions of this Deed of Trust and the Permitted Encumbrances; provided, however, that this Deed of Trust shall be null and void and of no further force and effect, and the estate hereby granted shall cease, terminate, and become void, upon the full and final payment and performance of all Obligations and the written release of this Deed of Trust by Beneficiary.
Section 2.3 — Security for Obligations
This Deed of Trust and the lien and security interests created hereby are given to secure the full and timely payment and performance of all Obligations, including, without limitation: (a) the principal amount of Three Hundred Ninety Million Dollars ($390,000,000.00), together with all accrued and unpaid interest thereon (at the rate of Term SOFR plus 285 basis points per annum, subject to a SOFR floor of 0.50% per annum); (b) all fees, charges, and premiums due under the Loan Documents, including the arrangement fee of $3,900,000.00 and the unused commitment fee of 0.50% per annum on undrawn commitments; (c) all costs and expenses incurred by Beneficiary in connection with the enforcement of this Deed of Trust or any of the other Loan Documents, including reasonable attorneys' fees; (d) all future advances and re-advances made under the Loan Agreement, up to the maximum principal amount of $390,000,000.00; and (e) all other indebtedness, obligations, and liabilities of Borrower and Guarantor arising under or in connection with the Loan Documents.
ARTICLE III — ASSIGNMENT OF LEASES AND RENTS
Section 3.1 — Absolute Assignment
Grantor hereby absolutely and unconditionally assigns, transfers, and sets over to Beneficiary all of Grantor's right, title, and interest in, to, and under: (a) all Leases now existing or hereafter entered into covering all or any portion of the Property, together with all amendments, extensions, renewals, replacements, and modifications thereof, and all guaranties of the obligations of the tenants, licensees, and occupants thereunder; and (b) all Rents now due, past due, or hereafter becoming due under or by virtue of any Lease or any other use, enjoyment, or occupancy of the Property. This assignment is a present and absolute assignment, and not merely an assignment as additional security, and shall be effective immediately upon execution and delivery of this Deed of Trust; provided, however, that Beneficiary hereby grants to Grantor a revocable license to collect and receive Rents as set forth in Section 3.2 below.
Section 3.2 — License to Collect Rents
So long as no Event of Default has occurred and is continuing, Beneficiary hereby grants to Grantor a revocable license to collect, receive, and apply Rents from the Property. Such license shall be revocable by Beneficiary automatically and without notice upon the occurrence and during the continuance of any Event of Default. During the period in which such license is in effect, all Rents collected by Grantor shall be held in trust for the benefit of Beneficiary and shall be applied first to the payment of operating expenses of the Property, including real estate taxes, assessments, insurance premiums, and management fees, and second to the payment of debt service on the Obligations, all as required by and in accordance with the priority of application set forth in the Loan Agreement. Grantor shall not commingle Rents with Grantor's other funds and shall maintain such Rents in a segregated account as required by the Loan Agreement.
Section 3.3 — Beneficiary's Rights upon Default
Upon the occurrence and during the continuance of any Event of Default, Beneficiary may, without notice to Grantor (except as may be required by applicable law), exercise any or all of the following rights and remedies:
(a) Beneficiary may demand, collect, receive, and sue for all Rents directly from each tenant, licensee, or occupant of the Property, and each such tenant, licensee, or occupant is hereby authorized and directed, upon receipt of written notice from Beneficiary of the occurrence of an Event of Default, to pay all Rents directly to Beneficiary without any obligation to inquire as to whether an Event of Default has in fact occurred.
(b) Beneficiary may enter upon and take possession of the Property, or any portion thereof, and manage, operate, lease, and maintain the Property, and collect all Rents therefrom, in the name of Grantor or otherwise, and apply such Rents, after deduction of all costs and expenses of operation, management, and collection (including reasonable attorneys' fees and a reasonable management fee), to the payment of the Obligations in such order and manner as Beneficiary shall determine in its sole discretion.
(c) Beneficiary may exercise any and all rights and remedies available to an assignee of leases and rents under the laws of the Commonwealth of Virginia, including, without limitation, the rights and remedies set forth in Virginia Code § 55.1-338 et seq.
(d) Beneficiary shall incur no liability to Grantor as a result of any action taken or omitted to be taken by Beneficiary in connection with the management, operation, or collection of Rents following the occurrence of an Event of Default, except for liability arising from Beneficiary's willful misconduct or gross negligence.
Section 3.4 — No Merger
There shall be no merger of the leasehold estate created by any Lease with the fee estate in the Property by reason of the fact that such Lease or any interest therein may be held, directly or indirectly, by or for the account of any person who shall hold the fee estate in the Property or any interest in such fee estate, and no such merger shall occur unless and until all persons having an interest in the leasehold estate and all persons having an interest in the fee estate shall join in a written instrument effecting such merger and shall duly record the same. The assignment of Rents contained herein shall not be deemed to constitute an assumption by Beneficiary of any obligation or liability under any Lease, and Beneficiary shall not be obligated to perform or discharge any obligation, duty, or liability under any Lease by reason of this assignment.
ARTICLE IV — SECURITY AGREEMENT (UCC)
Section 4.1 — Grant of Security Interest
In addition to and without limiting the grant in trust set forth in Article II, Grantor hereby grants to Beneficiary a first-priority security interest in and to all personal property of Grantor now owned or hereafter acquired and located on, arising from, or used in connection with the Property, or the ownership, construction, management, maintenance, operation, or use thereof, including, without limitation, the following (collectively, the "Personal Property Collateral"):
(a) Tangible Personal Property. All furniture, fixtures, equipment, machinery, apparatus, fittings, and appliances of every kind and nature, including, without limitation, all diesel and gas generators, uninterruptible power supply ("UPS") systems and batteries, static transfer switches, automatic transfer switches, switchgear, medium-voltage and low-voltage electrical distribution equipment, transformers, power distribution units ("PDUs"), heating, ventilation, and air conditioning ("HVAC") systems, computer room air handling ("CRAH") units, chilled water systems, cooling towers, raised floor systems, fire suppression systems, security and access control systems, building management systems, elevators, cranes, and hoisting equipment, and all other tangible personal property located on, installed in, or used in connection with the Property, whether now existing or hereafter acquired, together with all replacements, substitutions, additions, and accessions thereof and thereto.
(b) Inventory, Goods, and Supplies. All inventory, goods, supplies, spare parts, consumables, and other tangible personal property held for use or consumption in connection with the ownership, construction, operation, and maintenance of the Property.
(c) Contract Rights. All rights of Grantor under and in connection with all contracts and agreements relating to the Property, including, without limitation, (i) the EPC Agreement with Titan-McAllister Construction Group, LLC (GMP of $412,000,000), (ii) the LLSA with Vantage Power Cooperative (VPC Service Application No. LSA-2025-0091) for 120 MVA of contracted demand, (iii) all architect agreements, engineering agreements, and consultant agreements, (iv) all construction management and subcontractor agreements, (v) all service, maintenance, and operating agreements, (vi) all warranty agreements, and (vii) all other contracts, agreements, and purchase orders relating to the design, construction, equipping, operation, management, maintenance, or leasing of the Property.
(d) Permits, Licenses, Entitlements, and Governmental Approvals. All permits, licenses, authorizations, entitlements, development rights, certificates of occupancy, approvals, and other governmental consents and authorizations, whether now held or hereafter obtained, relating to the construction, use, occupancy, or operation of the Property, including, without limitation, the ZMOD approval expected to be issued under Loudoun County Docket No. ZMOD-2025-0038, to the fullest extent such items may be lawfully assigned or encumbered.
(e) Accounts, Deposit Accounts, and General Intangibles. All accounts, deposit accounts (including all funds deposited in the construction draw account, the interest reserve account, the tax and insurance escrow account, and all other accounts maintained in connection with the Loan), instruments, documents, chattel paper (whether tangible or electronic), letter-of-credit rights, commercial tort claims, and general intangibles (including all payment intangibles and software) arising from or relating to the Property.
(f) Insurance Proceeds and Condemnation Awards. All insurance proceeds, condemnation awards, and other compensation arising from or relating to any casualty loss, damage, destruction, or taking of or to the Property or any part thereof.
(g) Proceeds and Products. All proceeds and products of any and all of the foregoing, in whatever form, including, without limitation, insurance proceeds, condemnation proceeds, and all cash and non-cash proceeds.
Section 4.2 — UCC Financing Statements
Grantor hereby irrevocably authorizes Beneficiary to file one or more UCC financing statements (and amendments and continuations thereof) with the Virginia State Corporation Commission and with the Clerk of the Circuit Court for Loudoun County, Virginia, and in such other filing offices as Beneficiary may deem necessary or appropriate, in order to perfect the security interest granted herein. Grantor agrees to execute and deliver to Beneficiary such additional financing statements, continuation statements, amendments, and other documents and instruments as Beneficiary may reasonably request from time to time in order to perfect, protect, and maintain the priority of the security interest granted herein. Grantor shall pay all filing fees and costs associated with the filing of any such financing statements and related documents. To the extent permitted by applicable law, Grantor hereby waives any right to receive a copy of any financing statement or amendment filed by Beneficiary.
Section 4.3 — Remedies
Upon the occurrence and during the continuance of any Event of Default, Beneficiary shall have, in addition to all other rights and remedies available hereunder or under any other Loan Document, all rights and remedies of a secured party under the Virginia Uniform Commercial Code (Virginia Code § 8.9A-101 et seq.), including, without limitation, the right to take possession of the Personal Property Collateral, to dispose of the Personal Property Collateral by public or private sale, and to exercise all other rights and remedies available under applicable law. Any notice of sale, disposition, or other intended action by Beneficiary sent to Grantor at least ten (10) days prior to such action (or such longer period as may be required by applicable law) shall constitute reasonable notification. The proceeds of any such sale or disposition shall be applied in the order set forth in Section 9.7 hereof.
ARTICLE V — REPRESENTATIONS AND WARRANTIES OF GRANTOR
Grantor hereby represents and warrants to Beneficiary and the Lenders as follows, which representations and warranties shall survive the execution and delivery of this Deed of Trust and shall be deemed remade as of each date on which a draw request is submitted under the Loan Agreement:
Section 5.1 — Organization and Authority
(a) Borrower is a limited liability company duly organized, validly existing, and in good standing under the laws of the Commonwealth of Virginia. Borrower has all requisite power and authority under its organizational documents and applicable law to own, hold, and operate the Property, to carry on its business as presently conducted and as contemplated by the Loan Documents, and to execute, deliver, and perform its obligations under this Deed of Trust and each of the other Loan Documents to which it is a party.
(b) Borrower is a single-purpose entity formed solely for the purpose of owning, developing, constructing, and operating the Property. Since the date of its formation, Borrower has not engaged in any business other than the ownership, development, construction, and operation of the Property and activities incidental thereto.
(c) The execution, delivery, and performance by Borrower of this Deed of Trust and each of the other Loan Documents to which Borrower is a party have been duly authorized by all necessary action on the part of Borrower, including, without limitation, the Board/Member Consent Resolution of IHDC, as the sole member of Borrower, dated as of October 1, 2025, and no further action, consent, or approval is required on the part of Borrower or any other person or entity for such execution, delivery, and performance.
(d) This Deed of Trust has been duly executed and delivered by Borrower and constitutes the legal, valid, and binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors' rights generally and by general principles of equity.
Section 5.2 — Ownership of Property
(a) Borrower is the sole fee simple owner of the Property, free and clear of all liens, encumbrances, claims, and security interests of every kind and nature, except for the Permitted Encumbrances and the lien of this Deed of Trust.
(b) The Stonebridge Parcel was acquired by Borrower from Blackthorn Realty Group, Inc., a Virginia corporation (EIN: 54-1987234), pursuant to that certain Special Warranty Deed recorded in the land records of Loudoun County, Virginia, for a purchase price of Fifty-Eight Million Five Hundred Thousand Dollars ($58,500,000.00).
(c) The Meridian Parcel was acquired by Borrower from Meridian Acres LLC, a Virginia limited liability company (EIN: 84-6120983, managed by Theodore Ashford), pursuant to that certain Special Warranty Deed recorded in the land records of Loudoun County, Virginia, for a purchase price of Nineteen Million Four Hundred Thousand Dollars ($19,400,000.00).
(d) The total land acquisition cost for the Property is Seventy-Seven Million Nine Hundred Thousand Dollars ($77,900,000.00).
Section 5.3 — No Liens or Encumbrances
There are no liens, encumbrances, security interests, charges, assessments, or claims of any kind or nature affecting the Property or any portion thereof, other than the Permitted Encumbrances set forth on Exhibit B attached hereto and the lien of this Deed of Trust. The lender's title insurance policy in the face amount of $390,000,000.00 issued by Sovereign Title Insurance Company through Fidelitas Title & Escrow, Inc. insures the first-priority lien of this Deed of Trust upon the Property, subject only to the Permitted Encumbrances.
Section 5.4 — Compliance with Laws
The Property and the use thereof are in compliance with all applicable federal, state, and local laws, statutes, ordinances, rules, regulations, codes, and orders, including, without limitation, the Loudoun County Zoning Ordinance. The Property is currently zoned PD-IP (Planned Development — Industrial Park), and the ZMOD approval for data center use under Loudoun County Docket No. ZMOD-2025-0038 is anticipated to be granted on or before October 31, 2025. Borrower has no knowledge of any violation of any applicable law, ordinance, rule, or regulation that would materially and adversely affect the value, use, occupancy, or development of the Property.
Section 5.5 — Environmental Representations
(a) Except as disclosed in the Phase I Environmental Site Assessment and Phase II Environmental Site Assessment prepared by Pendleton Environmental Associates, Inc. (Dr. Renata Volkov, Principal), copies of which have been delivered to Beneficiary, there are no known hazardous substances, hazardous wastes, toxic substances, or other regulated materials present on, under, or about the Property, or in any soil, groundwater, surface water, or other environmental medium at or affecting the Property.
(b) Borrower acknowledges that the Stonebridge Parcel has a history of agricultural use and that the Phase II Environmental Site Assessment, completed on July 1, 2025, identified potential residual pesticide contamination in the northwest quadrant of the Stonebridge Parcel (an area of approximately 4.2 acres). The Phase II ESA concluded that such contamination does not exceed applicable regulatory action levels and that no further remedial action is required at this time, subject to institutional controls and continued monitoring as recommended therein.
(c) No underground or aboveground storage tanks are located on the Property, and no underground or aboveground storage tanks have previously been located on the Property, except as disclosed in the Phase I ESA.
Section 5.6 — Taxes and Assessments
All real estate taxes, assessments, and governmental charges levied or assessed against the Property that are currently due and payable have been paid in full, and no such taxes, assessments, or charges are delinquent. Borrower acknowledges that the Loudoun County equipment tax rate of $1.25 per $100 of assessed value will be applicable to IT equipment installed in the data center buildings following the issuance of the certificate of occupancy for each building.
Section 5.7 — Insurance
Borrower maintains, and will continue to maintain throughout the term of the Loan, insurance coverages as required by the Loan Agreement, including, without limitation:
(a) Builder's risk insurance in the amount of Four Hundred Twelve Million Dollars ($412,000,000.00) issued by Great Basin Surety & Insurance Corp., with a deductible of Two Hundred Fifty Thousand Dollars ($250,000) per occurrence;
(b) Directors' and officers' liability insurance in the amount of Ten Million Dollars ($10,000,000.00) issued by Clearwater Specialty Underwriters, Inc.;
(c) Commercial general liability insurance and such other coverages as specified in the Loan Agreement; and
(d) Such additional insurance coverages as may be required by the Loan Agreement from time to time.
All required insurance policies name, or will name, Beneficiary as additional insured and/or loss payee, as applicable, and are placed through Northgate Insurance Brokerage, LLC (William Keane, Account Executive).
Section 5.8 — Single-Purpose Entity Representations
Borrower has at all times since its formation complied with all single-purpose entity and separateness covenants set forth in the Operating Agreement of Stonebridge Campus Holdings LLC and the Loan Agreement, including, without limitation, maintaining separate books and records, maintaining separate bank accounts, not commingling its assets with the assets of any other person or entity, holding itself out to creditors and the public as a separate and distinct entity, conducting business in its own name, maintaining arm's-length relationships with its affiliates, and not incurring any indebtedness other than as permitted by the Loan Documents.
Section 5.9 — No Litigation
There is no action, suit, proceeding, investigation, or inquiry pending or, to the best of Borrower's knowledge after due inquiry, threatened against or affecting Borrower, the Property, Guarantor, or any other party to the Loan Documents that, if adversely determined, would have a material adverse effect on the Property, the financial condition of Borrower or Guarantor, or the ability of Borrower or Guarantor to perform under the Loan Documents. There are no outstanding judgments, writs, injunctions, decrees, or orders of any court, arbitrator, or governmental authority against Borrower, Guarantor, or the Property.
ARTICLE VI — COVENANTS OF GRANTOR
Grantor hereby covenants and agrees with Beneficiary and the Lenders as follows:
Section 6.1 — Payment of Secured Obligations
Borrower shall pay and perform all Obligations when due in accordance with the terms of the Loan Documents, including, without limitation, the payment of (a) principal on the Note when due, whether at maturity, by acceleration, or otherwise; (b) interest on the outstanding principal balance of the Loan at the rate of Term SOFR plus 285 basis points per annum (subject to a SOFR floor of 0.50% per annum), payable monthly or as otherwise provided in the Loan Agreement; (c) all fees, including the arrangement fee, unused commitment fee, and any other fees specified in the Loan Agreement; and (d) all other amounts due under the Loan Documents, including costs and expenses of enforcement.
Section 6.2 — Maintenance and Repair of Property
Borrower shall maintain the Property, including the Land, the Improvements, and all fixtures and equipment, in good condition, order, and repair, consistent with the standards of first-class data center facilities in the Northern Virginia market. Borrower shall not commit or suffer any waste of the Property and shall not do or permit anything to be done on or about the Property that would impair the value of the Property or the security of this Deed of Trust. Borrower shall complete the construction of the Improvements in accordance with the approved plans, specifications, and budget, as set forth in the Loan Agreement and the EPC Agreement, within the applicable construction schedule milestones. The total project budget for the development of the Campus is Six Hundred Million Dollars ($600,000,000.00).
Section 6.3 — Payment of Taxes and Assessments
(a) Borrower shall pay, or cause to be paid, before delinquency, all real estate taxes, personal property taxes, assessments, governmental charges, utility charges, and impositions of every kind and nature levied or assessed against the Property or any portion thereof, or against Borrower with respect to the Property, as and when the same become due and payable and before any penalty, interest, or cost accrues thereon.
(b) If required by Beneficiary at any time during the term of the Loan, Borrower shall deposit with Beneficiary, on each date on which a payment of interest is due under the Note, an amount equal to one-twelfth (1/12) of the estimated annual real estate taxes, assessments, and insurance premiums applicable to the Property, which amounts shall be held by Beneficiary in an escrow or impound account and applied by Beneficiary to the payment of such taxes, assessments, and insurance premiums as and when the same become due. Beneficiary shall not be required to pay interest on any amounts held in any such escrow or impound account.
(c) Borrower may contest any tax, assessment, or other governmental charge in good faith by appropriate proceedings, provided that (i) Borrower gives Beneficiary prior written notice of such contest, (ii) such contest operates to prevent the collection of the contested amount and the sale or forfeiture of the Property or any portion thereof, (iii) Borrower deposits with Beneficiary, or posts a bond or other security satisfactory to Beneficiary in its reasonable discretion, in an amount equal to one hundred twenty-five percent (125%) of the contested amount, and (iv) Borrower promptly pays the contested amount and all penalties, interest, and costs upon a final determination adverse to Borrower.
Section 6.4 — Insurance Covenants
Borrower shall maintain at all times during the term of the Loan, at Borrower's sole cost and expense, insurance coverages in such types, amounts, and with such insurers as are required by the Loan Agreement, including, without limitation:
(a) Builder's Risk Insurance. Builder's risk insurance in the amount of not less than Four Hundred Twelve Million Dollars ($412,000,000.00), insuring against loss or damage to the Improvements during the course of construction, issued by Great Basin Surety & Insurance Corp. or another insurer acceptable to Beneficiary, with a deductible not exceeding Two Hundred Fifty Thousand Dollars ($250,000) per occurrence.
(b) General Liability Insurance. Commercial general liability insurance with coverage limits as specified in the Loan Agreement, including contractual liability coverage, products and completed operations coverage, and personal and advertising injury coverage.
(c) Post-COO Property Insurance. Following the issuance of a certificate of occupancy for any building on the Property, property insurance covering the Improvements and all fixtures and equipment in an amount not less than the full replacement cost of the Improvements (with a target replacement cost of Six Hundred Million Dollars ($600,000,000.00)), insuring against loss or damage by fire, windstorm, and all other risks and hazards covered by an "all-risk" or "special form" policy.
(d) Additional Coverages. Such other insurance coverages as may be required by the Loan Agreement from time to time, including flood insurance (if the Property is located in a special flood hazard area), earthquake insurance, terrorism risk insurance, environmental liability insurance, and excess umbrella liability insurance.
All insurance policies shall name Beneficiary as additional insured and/or mortgagee loss payee, as applicable, pursuant to standard mortgagee endorsements satisfactory to Beneficiary. All insurance policies shall contain provisions requiring the insurer to give Beneficiary not less than thirty (30) days' prior written notice of cancellation, non-renewal, or material modification. All insurance coverages shall be placed through Northgate Insurance Brokerage, LLC (William Keane, Account Executive), or another insurance broker acceptable to Beneficiary. Borrower shall deliver to Beneficiary certificates of insurance and, upon request, copies of all insurance policies evidencing the coverages required herein.
Section 6.5 — Compliance with Laws; Entitlements
(a) Borrower shall comply with all applicable federal, state, and local laws, statutes, ordinances, rules, regulations, codes, orders, and requirements, including, without limitation, all building codes, fire codes, environmental laws, zoning regulations, and land use requirements applicable to the Property or the construction, use, occupancy, or operation thereof.
(b) Borrower shall diligently prosecute and obtain the ZMOD approval under Loudoun County Docket No. ZMOD-2025-0038, and shall maintain such ZMOD approval and all other required permits, licenses, authorizations, and entitlements in full force and effect throughout the term of the Loan. Borrower shall promptly notify Beneficiary of any revocation, suspension, modification, or denial of the ZMOD approval or any other material governmental permit or entitlement.
(c) Borrower shall timely comply with all proffer obligations imposed in connection with the ZMOD approval, including the payment of estimated proffer contributions of approximately Two Million Four Hundred Thousand Dollars ($2,400,000.00), calculated at the rate of $5.00 per square foot of gross floor area for 480,000 square feet of gross floor area, or such other amount as may be required by the applicable proffer conditions.
Section 6.6 — Restrictions on Transfer and Encumbrance
(a) Grantor shall not sell, convey, assign, transfer, encumber, mortgage, hypothecate, pledge, or otherwise dispose of, or grant any option, right of first refusal, or other right with respect to, the Property or any part thereof, or any legal or beneficial interest therein, without the prior written consent of Beneficiary, which consent may be granted or withheld in Beneficiary's sole and absolute discretion.
(b) Any sale, conveyance, transfer, encumbrance, or other disposition of the Property or any interest therein in violation of this Section 6.6 shall constitute an Event of Default hereunder and shall entitle Beneficiary to accelerate the maturity of the Obligations and to exercise all remedies available under this Deed of Trust and the other Loan Documents.
Section 6.7 — Change of Control
(a) As more particularly set forth in the Loan Agreement, a "Change of Control" shall be deemed to have occurred if Ridgeline Capital Partners Fund IV, LP, directly or indirectly, ceases to hold at least fifty-one percent (51%) of the equity interests (whether membership interests, partnership interests, or other ownership interests) in Borrower or Guarantor, or ceases to control the management and operations of Borrower or Guarantor.
(b) A Change of Control shall constitute an Event of Default hereunder and shall trigger a mandatory prepayment of the Obligations as set forth in the Loan Agreement, unless Beneficiary shall have given its prior written consent to such Change of Control.
(c) Borrower shall promptly notify Beneficiary in writing of any proposed or anticipated Change of Control and shall provide Beneficiary with such information regarding the proposed transferee and the terms and conditions of the proposed transaction as Beneficiary may reasonably request.
Section 6.8 — Leasing Restrictions
(a) Grantor shall not enter into, amend, modify, extend, renew, terminate, accept the surrender of, or consent to any assignment or subletting of, any Lease affecting any portion of the Property without the prior written consent of Beneficiary, unless such Lease is entered into in compliance with a pre-approved leasing program established under the Loan Agreement, and all such Leases comply with the leasing parameters and tenant creditworthiness standards set forth in the Loan Agreement.
(b) All Leases shall be subordinate to the lien of this Deed of Trust, and each Lease shall contain a subordination, non-disturbance, and attornment provision reasonably satisfactory to Beneficiary, or shall be accompanied by a separate subordination, non-disturbance, and attornment agreement in form and substance reasonably satisfactory to Beneficiary.
(c) Grantor shall promptly deliver to Beneficiary a fully executed copy of each Lease and each amendment, modification, extension, or renewal thereof.
Section 6.9 — Environmental Covenants
(a) Borrower shall not cause or permit any release, spill, discharge, emission, or disposal of any hazardous substances, hazardous wastes, toxic substances, or other regulated materials on, in, under, or from the Property, except in compliance with all applicable environmental laws and in the ordinary course of the construction and operation of the data center campus (including, without limitation, the storage and use of diesel fuel for emergency generators and the use of refrigerants in HVAC and cooling systems, in each case in compliance with applicable law and in quantities that do not exceed those customarily used in comparable data center facilities).
(b) Borrower shall comply with all applicable federal, state, and local environmental laws, rules, regulations, and orders, including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA"), the Resource Conservation and Recovery Act ("RCRA"), the Clean Water Act, the Clean Air Act, the Virginia Waste Management Act, and the regulations promulgated thereunder.
(c) Borrower shall promptly notify Beneficiary in writing of any release, spill, discharge, or threatened release of any hazardous substance on, in, under, or from the Property, and of any notice, claim, action, or proceeding involving environmental contamination or violation of environmental laws affecting the Property.
(d) The provisions of this Section 6.9 are in addition to, and not in limitation of, the obligations of Borrower and Guarantor under the Environmental Indemnity Agreement.
Section 6.10 — Construction Covenants
(a) Borrower shall cause the Improvements to be designed and constructed in a good and workmanlike manner, in accordance with the plans, specifications, and budget approved by Beneficiary and in accordance with the terms of the EPC Agreement with Titan-McAllister Construction Group, LLC, at the guaranteed maximum price of Four Hundred Twelve Million Dollars ($412,000,000.00).
(b) The construction schedule for the Campus shall be as follows, subject to adjustment in accordance with the Loan Agreement:
(i) Notice to Proceed ("NTP"): target date of November 1, 2025;
(ii) Substantial Completion of Building A: target date of August 1, 2027;
(iii) Substantial Completion of Buildings B, C, and D: target date of November 1, 2027.
(c) Borrower shall maintain in full force and effect, for the duration of the construction period, the performance bond in the penal sum of Four Hundred Twelve Million Dollars ($412,000,000.00) and the payment bond in the penal sum of Four Hundred Twelve Million Dollars ($412,000,000.00), each issued by Great Basin Surety & Insurance Corp. in connection with the EPC Agreement.
(d) Borrower shall not modify, amend, supplement, terminate, or waive any material provision of the EPC Agreement without the prior written consent of Beneficiary, and shall not consent to or approve any change order under the EPC Agreement that would increase the guaranteed maximum price by more than the threshold amount specified in the Loan Agreement, without the prior written consent of Beneficiary.
(e) Borrower shall comply with all applicable building codes, safety standards, and governmental requirements in connection with the construction of the Improvements, and shall obtain all necessary building permits, inspection approvals, and certificates of occupancy in a timely manner.
Section 6.11 — Financial Covenants
Borrower shall comply with the following financial covenants at all times during the term of the Loan, as more particularly set forth in the Loan Agreement:
(a) Loan-to-Cost Ratio. The outstanding principal balance of the Loan shall not at any time exceed sixty-five percent (65%) of the total project cost, as determined in accordance with the Loan Agreement.
(b) Debt Service Coverage Ratio. Upon stabilization of the Property (as defined in the Loan Agreement), the debt service coverage ratio for the Property shall be not less than 1.25 to 1.00 (1.25x), calculated on a trailing twelve-month basis in accordance with the methodology set forth in the Loan Agreement.
(c) Minimum Equity Contribution. Prior to the first draw of Loan proceeds, Borrower shall have contributed not less than twenty-five percent (25%) of the total equity commitment, in an amount not less than Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000.00), which equity shall have been invested in the Property as verified by the construction lender's inspector.
(d) Financial Reporting. Borrower shall deliver to Beneficiary and the Lenders all financial statements, operating budgets, draw requests, construction progress reports, and other financial information as and when required by the Loan Agreement.
Section 6.12 — Preservation of Lien Priority
Borrower shall take all actions necessary to maintain the first-priority lien status of this Deed of Trust, including, without limitation: (a) the timely payment of all real estate taxes, assessments, and governmental charges affecting the Property; (b) the prompt satisfaction, discharge, or bonding of all mechanic's liens, materialmen's liens, and other claims of lien that may be filed or recorded against the Property; and (c) compliance with all requirements imposed by the Title Policy for the maintenance of the insured lien priority thereof. Borrower shall not, without the prior written consent of Beneficiary, consent to or permit the creation or existence of any lien, encumbrance, or security interest on or affecting the Property, other than Permitted Encumbrances and the lien of this Deed of Trust.
Section 6.13 — Further Assurances
Borrower shall, at Borrower's sole cost and expense, execute and deliver to Beneficiary such additional instruments, documents, agreements, certifications, and assurances, and take such further actions, as Beneficiary may from time to time reasonably request in order to carry out the intent and purposes of this Deed of Trust, to perfect and protect the lien and security interest created hereby, to facilitate the exercise of any right or remedy hereunder, and to effectuate the transactions contemplated by the Loan Documents.
Section 6.14 — Single-Purpose Entity Covenants
Borrower shall at all times maintain its status as a single-purpose entity in accordance with the separateness covenants set forth in the Operating Agreement of Stonebridge Campus Holdings LLC and the Loan Agreement. Without limiting the generality of the foregoing, Borrower shall: (a) not engage in any business or activity other than the ownership, development, construction, leasing, management, operation, and maintenance of the Property and activities incidental thereto; (b) not own any assets other than the Property and assets incidental to the ownership and operation thereof; (c) not commingle its assets or funds with those of any other person or entity; (d) maintain its own separate books of account and records; (e) maintain separate bank accounts in its own name; (f) not assume, guarantee, or otherwise become liable for the obligations or indebtedness of any other person or entity, except as expressly permitted by the Loan Documents; (g) hold itself out to creditors and the public as a separate and distinct entity; (h) conduct b

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DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, AND SECURITY AGREEMENT

DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, AND SECURITY AGREEMENT

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