ENVIRONMENTAL INDEMNITY AGREEMENT
Dated as of October 15, 2025
by and among
STONEBRIDGE CAMPUS HOLDINGS LLC, a Virginia limited liability company ("Indemnitor-Borrower")
IRONHAVEN DATA CENTERS LLC, a Delaware limited liability company ("Indemnitor-Guarantor," and together with Indemnitor-Borrower, the "Indemnitors")
and
SUMMIT NATIONAL BANK, N.A., as Administrative Agent for the Lenders ("Administrative Agent," and together with the Lenders, the "Indemnitees")
________________________________________
In connection with the Construction Loan Agreement of even date hereof among Stonebridge Campus Holdings LLC, as Borrower, Summit National Bank, N.A., as Administrative Agent, and the Lenders party thereto (Summit National Bank, N.A., Cascade Commercial Lending Corp., and Harborview Trust Company), providing for a senior secured construction loan facility in the aggregate principal amount of $390,000,000
________________________________________
TABLE OF CONTENTS
Right-click to update Table of Contents
ENVIRONMENTAL INDEMNITY AGREEMENT
THIS ENVIRONMENTAL INDEMNITY AGREEMENT (this "Agreement") is made and entered into as of October 15, 2025, by and among STONEBRIDGE CAMPUS HOLDINGS LLC, a Virginia limited liability company (the "Indemnitor-Borrower" or the "Borrower"), IRONHAVEN DATA CENTERS LLC, a Delaware limited liability company (the "Indemnitor-Guarantor" or the "Guarantor," and together with Indemnitor-Borrower, each an "Indemnitor" and collectively, the "Indemnitors"), and SUMMIT NATIONAL BANK, N.A., a national banking association, in its capacity as administrative agent for the Lenders (as defined below) (the "Administrative Agent," and together with the Lenders, the "Indemnitees").
RECITALS
A. The Loan. Stonebridge Campus Holdings LLC, as borrower (the "Borrower"), Summit National Bank, N.A., as administrative agent (the "Administrative Agent"), and Summit National Bank, N.A. (commitment: $180,000,000), Cascade Commercial Lending Corp. (commitment: $130,000,000), and Harborview Trust Company (commitment: $80,000,000) (collectively, the "Lenders"), have entered into 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"), pursuant to which the Lenders have agreed to provide a senior secured construction loan facility to the Borrower in the aggregate principal amount of Three Hundred Ninety Million and No/100 Dollars ($390,000,000) (the "Loan") for the purpose of financing the development of the Stonebridge Data Center Campus located in Loudoun County, Virginia, as more particularly described herein and in the Loan Agreement.
B. The Property. The Loan is secured by, among other things, that certain Deed of Trust, Assignment of Leases and Rents, and Security Agreement of even date herewith (the "Deed of Trust"), executed by the Borrower in favor of the Administrative Agent for the benefit of the Lenders, encumbering the following real property (together with all improvements, fixtures, and appurtenances thereto):
(i) The "Stonebridge Parcel": approximately sixty-two (62.0) acres, Loudoun County Tax Map Reference No. /95-4A-1///, located at the northeast corner of Belmont Ridge Road and Stonebridge Boulevard, Ashburn, Virginia 20148; and
(ii) The "Meridian Parcel": approximately nineteen and four-tenths (19.4) acres, Loudoun County Tax Map Reference No. /95-4A-2///, adjacent to the Stonebridge Parcel on the east, Ashburn, Virginia 20148;
together, the "Property" (approximately eighty-one and four-tenths (81.4) acres in the aggregate), as more particularly described in Exhibit A attached hereto and incorporated herein by reference. The Property is being developed as the Stonebridge Data Center Campus, consisting of four (4) data center buildings (Buildings A through D, each approximately 120,000 square feet), a central utility plant, structured parking, and related infrastructure, designed to support ninety-six megawatts (96 MW) of critical IT load capacity, with a total project budget of approximately Six Hundred Million and No/100 Dollars ($600,000,000).
C. The Indemnitors. Stonebridge Campus Holdings LLC is a Virginia limited liability company formed as a single-purpose borrower entity for the purpose of holding, developing, and operating the Property, and is wholly owned by Ironhaven Data Centers LLC. Ironhaven Data Centers LLC ("IHDC") is a Delaware limited liability company headquartered at 44680 Prentice Drive, Suite 200, Ashburn, Virginia 20147 (EIN: 84-3291057; Virginia State Corporation Commission Entity ID: S7491283), and is the guarantor under the Completion Guaranty and Carry Guaranty delivered in connection with the Loan. IHDC is a portfolio company of Ridgeline Capital Partners Fund IV, LP, which holds a ninety-two percent (92%) equity interest in IHDC through RCP Digital Holdings LLC, a Delaware limited liability company.
D. Requirement of Environmental Indemnity. The Administrative Agent and the Lenders require execution and delivery of this Environmental Indemnity Agreement as a condition precedent to the closing of the Loan and the making of advances thereunder pursuant to the Loan Agreement. The Indemnitors acknowledge that the Indemnitees are relying on the environmental representations, warranties, covenants, and indemnities set forth herein in making the Loan available to the Borrower, and that the Indemnitees would not have made the Loan absent receipt of this Agreement.
E. Environmental Assessments. In connection with the underwriting and closing of the Loan, the following environmental assessments have been prepared for the Property: (i) a Phase I Environmental Site Assessment for both the Stonebridge Parcel and the Meridian Parcel, prepared by Pendleton Environmental Associates, Inc. (lead environmental scientist: Dr. Renata Volkov, PE, LSRP), dated June 1, 2025 (collectively, the "Phase I ESA"); and (ii) a Phase II Environmental Site Assessment for the Stonebridge Parcel, specifically addressing the former agricultural use of the property and potential residual pesticide contamination in the northwest quadrant (approximately 4.2 acres), prepared by Pendleton Environmental Associates, Inc. (lead environmental scientist: Dr. Renata Volkov, PE, LSRP), dated July 1, 2025 (the "Phase II ESA"). The Indemnitors acknowledge that the Indemnitees have relied on these environmental assessments in evaluating the environmental condition of the Property and in underwriting and approving the Loan.
NOW, THEREFORE, in consideration of the foregoing Recitals, the making of the Loan, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I — DEFINITIONS
Section 1.1 — Defined Terms
As used in this Agreement, the following terms shall have the meanings set forth below:
"Administrative Agent" means Summit National Bank, N.A., a national banking association, in its capacity as administrative agent under the Loan Agreement for the benefit of the Lenders, and its successors and assigns in such capacity.
"Agreement" means this Environmental Indemnity Agreement, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof.
"Borrower" means Stonebridge Campus Holdings LLC, a Virginia limited liability company, and its permitted successors and assigns.
"Deed of Trust" means that certain Deed of Trust, Assignment of Leases and Rents, and Security Agreement of even date herewith, executed by the Borrower in favor of the Administrative Agent for the benefit of the Lenders, encumbering the Property and securing the obligations arising under the Loan Agreement and the other Loan Documents, as recorded or to be recorded among the land records of Loudoun County, Virginia, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Environmental Claim" means any and all claims, demands, actions, suits, causes of action, investigations, inquiries, notices of violation, notices of potential liability, requests for information, administrative proceedings, judicial proceedings, compliance orders, directives, or other proceedings of any kind or nature whatsoever (whether brought by a governmental authority, a private party, or otherwise) relating to or arising under any Environmental Law, or relating to any Hazardous Substance or any actual, alleged, or potential environmental condition of, on, under, at, or migrating from the Property, including any claim for contribution, cost recovery, or damages under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended.
"Environmental Law" means any and all present and future federal, state (including the Commonwealth of Virginia), and local statutes, laws, regulations, rules, ordinances, codes, standards, permits, licenses, orders, consent decrees, directives, judgments, and common law requirements, in each case as amended from time to time, relating to the protection of human health, safety, natural resources, or the environment, or to the use, generation, handling, storage, treatment, transportation, release, discharge, disposal, or cleanup of Hazardous Substances, including without limitation: (a) the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (42 U.S.C. § 9601 et seq.) ("CERCLA"); (b) the Resource Conservation and Recovery Act, as amended (42 U.S.C. § 6901 et seq.) ("RCRA"); (c) the Federal Water Pollution Control Act (Clean Water Act), as amended (33 U.S.C. § 1251 et seq.); (d) the Clean Air Act, as amended (42 U.S.C. § 7401 et seq.); (e) the Toxic Substances Control Act, as amended (15 U.S.C. § 2601 et seq.) ("TSCA"); (f) the Federal Insecticide, Fungicide, and Rodenticide Act, as amended (7 U.S.C. § 136 et seq.) ("FIFRA"); (g) the Safe Drinking Water Act, as amended (42 U.S.C. § 300f et seq.); (h) the Emergency Planning and Community Right-to-Know Act, as amended (42 U.S.C. § 11001 et seq.); (i) the Virginia Waste Management Act (Virginia Code § 10.1-1400 et seq.); (j) the Virginia Water Control Law (Virginia Code § 62.1-44.2 et seq.); (k) the Virginia Air Pollution Control Law (Virginia Code § 10.1-1300 et seq.); (l) the Virginia State Superfund Program; (m) the Virginia Voluntary Remediation Program (Virginia Code § 10.1-1429.1 et seq.); and (n) all other applicable federal, state, and local environmental statutes, regulations, ordinances, and common law.
"Environmental Liabilities" means any and all losses, liabilities, obligations, penalties, fines, assessments, costs, charges, expenses (including reasonable and documented attorneys' fees, consultants' fees, engineering fees, laboratory fees, expert witness fees, and court costs), damages, claims, demands, judgments, liens, and causes of action of every kind and character whatsoever, whether direct or indirect, known or unknown, foreseen or unforeseen, arising from or relating to: (a) any Hazardous Substance or environmental condition at, on, in, under, emanating from, or affecting the Property; (b) any violation or alleged violation of any Environmental Law with respect to the Property; (c) any Environmental Claim relating to the Property; or (d) any breach of any environmental representation, warranty, covenant, or obligation set forth in this Agreement or any other Loan Document.
"EPC Agreement" means that certain Engineering, Procurement, and Construction Agreement dated on or about the date hereof between Stonebridge Campus Holdings LLC and Titan-McAllister Construction Group, LLC for the design and construction of the Stonebridge Data Center Campus.
"Guarantor" means Ironhaven Data Centers LLC, a Delaware limited liability company, in its capacity as guarantor under the Completion Guaranty and the Carry Guaranty and as the Indemnitor-Guarantor hereunder.
"Hazardous Substance" means any and all pollutants, contaminants, hazardous wastes, hazardous materials, hazardous substances, toxic substances, special wastes, radioactive materials, petroleum, petroleum products, petroleum by-products, crude oil, natural gas, synthetic gas, and any components, fractions, or derivatives thereof, asbestos and asbestos-containing materials, polychlorinated biphenyls ("PCBs"), lead-based paint, mold, mildew, fungus, microbial matter, pesticides, herbicides, insecticides, rodenticides, fungicides, fumigants, urea-formaldehyde foam insulation, per- and polyfluoroalkyl substances ("PFAS"), and any other substance, material, waste, or chemical that is regulated, classified, listed, defined, or otherwise subject to liability or cleanup requirements under any Environmental Law. Without limiting the generality of the foregoing, the term "Hazardous Substance" specifically includes pesticides and agricultural chemicals, given the former agricultural use of the Stonebridge Parcel, and diesel fuel, battery electrolyte, cleaning solvents, and transformer oils associated with data center construction and operation.
"Indemnitees" means, collectively, the Administrative Agent and each Lender party to the Loan Agreement, and their respective successors, assigns, participants, officers, directors, employees, agents, contractors, advisors, consultants, and representatives.
"Indemnitors" means, jointly and severally, Stonebridge Campus Holdings LLC and Ironhaven Data Centers LLC, and their respective successors, assigns, heirs, and legal representatives.
"Lenders" means Summit National Bank, N.A. (commitment: $180,000,000), Cascade Commercial Lending Corp. (commitment: $130,000,000), and Harborview Trust Company (commitment: $80,000,000), each in its capacity as a lender under the Loan Agreement, and their respective successors and assigns.
"Loan" means the senior secured construction loan facility in the aggregate principal amount of Three Hundred Ninety Million and No/100 Dollars ($390,000,000) made or to be made by the Lenders to the Borrower pursuant to the Loan Agreement.
"Loan Agreement" means the Construction Loan Agreement of even date herewith among the Borrower, the Administrative Agent, and the Lenders, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Loan Documents" means, collectively, the Loan Agreement, the Promissory Note in the principal amount of $390,000,000, the Deed of Trust, the Completion Guaranty, the Carry Guaranty, the Pledge Agreement, the Assignment of Contracts, Permits, and Approvals, this Agreement, and all other documents, instruments, certificates, and agreements executed and delivered in connection with the Loan, as each may be amended, restated, supplemented, or otherwise modified from time to time.
"Meridian Parcel" means the real property consisting of approximately nineteen and four-tenths (19.4) acres located in Ashburn, Loudoun County, Virginia, identified as Loudoun County Tax Map Reference No. /95-4A-2///, as more particularly described in Exhibit A attached hereto.
"Permitted Hazardous Substances" means Hazardous Substances that are customarily used in the ordinary course of data center construction, operation, and maintenance, including without limitation diesel fuel for backup generators (configured in a 2N redundancy arrangement per building), battery electrolyte for uninterruptible power supply systems, cleaning solvents, transformer oils and dielectric fluids, refrigerants for cooling systems, and small quantities of laboratory chemicals, in each case: (a) used, stored, and handled in compliance with all applicable Environmental Laws; (b) maintained in quantities that are customary for facilities of a similar type, size, and use; and (c) stored and managed in accordance with all applicable permits and manufacturer specifications.
"Phase I ESA" means, collectively, (a) the Phase I Environmental Site Assessment for the Stonebridge Parcel, and (b) the Phase I Environmental Site Assessment for the Meridian Parcel, each prepared by Pendleton Environmental Associates, Inc. (lead environmental scientist: Dr. Renata Volkov, PE, LSRP), each dated June 1, 2025, as listed on Exhibit B attached hereto.
"Phase II ESA" means the Phase II Environmental Site Assessment for the Stonebridge Parcel, specifically addressing the northwest quadrant (approximately 4.2 acres) and potential residual pesticide contamination related to the former agricultural use of the property, prepared by Pendleton Environmental Associates, Inc. (lead environmental scientist: Dr. Renata Volkov, PE, LSRP), dated July 1, 2025, as listed on Exhibit B attached hereto.
"Property" means, collectively, the Stonebridge Parcel and the Meridian Parcel, comprising approximately eighty-one and four-tenths (81.4) acres in the aggregate, together with all improvements, fixtures, structures, buildings, appurtenances, easements, rights-of-way, and other rights and interests appurtenant thereto, as more particularly described in Exhibit A attached hereto.
"Remediation" or "Remedial Action" means any and all investigation, assessment, characterization, monitoring, sampling, testing, analysis, cleanup, removal, response, containment, abatement, treatment, neutralization, decontamination, restoration, closure, post-closure care, or other corrective action that is required, necessary, or appropriate under any Environmental Law or that is ordered or directed by any governmental authority having jurisdiction, in each case in connection with any Hazardous Substance or environmental condition at, on, in, under, emanating from, or affecting the Property.
"Stonebridge Parcel" means the real property consisting of approximately sixty-two (62.0) acres located in Ashburn, Loudoun County, Virginia, identified as Loudoun County Tax Map Reference No. /95-4A-1///, as more particularly described in Exhibit A attached hereto.
Section 1.2 — Rules of Construction
(a) Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Loan Agreement. In the event of any conflict between the definitions set forth in this Agreement and those set forth in the Loan Agreement, the definitions in this Agreement shall control with respect to the subject matter hereof.
(b) All references to Environmental Laws shall be deemed to include all amendments, reauthorizations, extensions, successor statutes, and implementing regulations promulgated thereunder, in each case as in effect from time to time.
(c) Unless the context otherwise requires: (i) words in the singular include the plural and vice versa; (ii) the words "include," "includes," and "including" are not limiting and shall be deemed to be followed by the phrase "without limitation"; (iii) the words "herein," "hereof," "hereby," "hereunder," and words of similar import refer to this Agreement as a whole and not to any particular section, subsection, paragraph, or clause hereof; (iv) the word "or" is not exclusive; and (v) references to sections, articles, exhibits, and schedules are references to the sections, articles, exhibits, and schedules of this Agreement unless otherwise specified.
(d) This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, consistent with the governing law provisions of the Loan Agreement and the Deed of Trust.
(e) The headings and captions in this Agreement are inserted for convenience of reference only and shall not define, limit, or affect the construction or interpretation of any provision hereof.
ARTICLE II — ENVIRONMENTAL REPRESENTATIONS AND WARRANTIES
Each Indemnitor hereby makes the following representations and warranties to the Indemnitees as of the date hereof and as of the date of each advance under the Loan Agreement:
Section 2.1 — Compliance with Environmental Laws
The Indemnitors represent and warrant that, to their knowledge (after due inquiry, including a thorough review of the Phase I ESA and the Phase II ESA conducted by Pendleton Environmental Associates, Inc., Dr. Renata Volkov, PE, LSRP, serving as lead environmental scientist, and after inquiry of the Indemnitors' officers, employees, agents, and consultants with knowledge of the environmental condition of the Property):
(a) The Property is in compliance in all material respects with all applicable Environmental Laws, including without limitation CERCLA, RCRA, the Virginia Waste Management Act, the Virginia Water Control Law, and all other federal, state, and local environmental statutes, regulations, and ordinances.
(b) No Hazardous Substances are present on, in, under, or emanating from the Property in violation of any Environmental Law, except as specifically disclosed in the Phase I ESA and the Phase II ESA. In particular, the Phase II ESA identified potential residual pesticide contamination in the northwest quadrant of the Stonebridge Parcel (approximately 4.2 acres), which the Indemnitors attribute to the former agricultural use of that portion of the Stonebridge Parcel, and which is specifically disclosed and acknowledged herein.
(c) No underground storage tanks (whether active, inactive, or abandoned) are located on, in, or under the Property. No underground storage tanks have previously been installed, used, or removed from the Property, except as may be disclosed in the Phase I ESA.
(d) No above-ground storage tanks are located on the Property as of the date hereof. Any above-ground storage tanks to be installed in connection with the development of the Stonebridge Data Center Campus (including diesel fuel storage for backup generators) shall be installed and maintained in compliance with all applicable Environmental Laws, including applicable Spill Prevention, Control, and Countermeasure ("SPCC") Plan requirements.
Section 2.2 — No Pending or Threatened Environmental Claims
The Indemnitors represent and warrant that:
(a) No Environmental Claim is pending or, to the knowledge of the Indemnitors (after due inquiry), threatened against the Property, the Borrower, the Guarantor, or any previous owner or operator of the Property.
(b) No notice of violation, compliance order, administrative order, consent decree, consent order, warning letter, citation, corrective action directive, or other administrative or judicial action has been issued, entered, or is pending or, to the knowledge of the Indemnitors, threatened by any federal, state, or local governmental authority with respect to the environmental condition of the Property, the presence or release of Hazardous Substances on, at, or from the Property, or the compliance of the Property with Environmental Laws.
(c) Neither the Property nor any portion thereof is listed or, to the knowledge of the Indemnitors, proposed for listing on the National Priorities List maintained by the United States Environmental Protection Agency pursuant to CERCLA, the Virginia Hazardous Waste Sites Inventory, or any comparable state or local list of contaminated or potentially contaminated properties.
Section 2.3 — Environmental Reports
The Indemnitors represent and warrant that:
(a) The Indemnitors have provided to the Administrative Agent and the Lenders true, correct, and complete copies of the following environmental reports and assessments:
(i) The Phase I Environmental Site Assessment for the Stonebridge Parcel, prepared by Pendleton Environmental Associates, Inc. (Dr. Renata Volkov, PE, LSRP), dated June 1, 2025;
(ii) The Phase I Environmental Site Assessment for the Meridian Parcel, prepared by Pendleton Environmental Associates, Inc. (Dr. Renata Volkov, PE, LSRP), dated June 1, 2025;
(iii) The Phase II Environmental Site Assessment for the Stonebridge Parcel (northwest quadrant, approximately 4.2 acres, addressing residual pesticide investigation related to former agricultural use), prepared by Pendleton Environmental Associates, Inc. (Dr. Renata Volkov, PE, LSRP), dated July 1, 2025; and
(iv) All other environmental reports, studies, assessments, audits, sampling results, correspondence with governmental authorities, and other documentation in the Indemnitors' possession or under their control relating to the environmental condition of the Property.
(b) A complete list of environmental reports delivered to the Administrative Agent and the Lenders is set forth on Exhibit B attached hereto and incorporated herein by reference.
(c) To the knowledge of the Indemnitors, no material facts or conditions relating to the environmental condition of the Property have been omitted from such reports, and the information contained therein is accurate and complete in all material respects as of the dates of such reports.
(d) The Indemnitors have not withheld, concealed, or failed to disclose any material environmental information relating to the Property that is known to the Indemnitors or that is in the Indemnitors' possession or control.
Section 2.4 — Prior Use Disclosure
The Indemnitors make the following disclosures regarding the prior use and environmental history of the Property:
(a) Stonebridge Parcel. The Stonebridge Parcel was formerly used for agricultural purposes, including crop cultivation and associated activities. As a result of such former agricultural use, there exists the potential for residual pesticide contamination in the soils of the northwest quadrant of the Stonebridge Parcel (approximately 4.2 acres). This area was specifically investigated in the Phase II ESA. The Indemnitors acknowledge this condition and accept full responsibility therefor as set forth in Article IV hereof.
(b) Meridian Parcel. To the knowledge of the Indemnitors (after due inquiry, including review of historical records, aerial photographs, fire insurance maps, and other information sources examined in the Phase I ESA), the Meridian Parcel has no history of prior uses involving the generation, storage, treatment, disposal, or release of Hazardous Substances.
(c) Current Zoning. Both the Stonebridge Parcel and the Meridian Parcel are currently zoned PD-IP (Planned Development — Industrial Park) under the Loudoun County Revised 1993 Zoning Ordinance, as amended. The Indemnitors have submitted a zoning modification application (Docket No. ZMOD-2025-0038) to the Loudoun County Department of Planning and Zoning to authorize data center use on the Property.
Section 2.5 — Permits
The Indemnitors represent and warrant that:
(a) All environmental permits, licenses, approvals, registrations, and authorizations that are necessary for the current condition of the Property have been obtained and are in full force and effect, or, with respect to permits required for the contemplated development of the Property, will be obtained prior to the commencement of the applicable activities for which such permits are required.
(b) Without limiting the generality of the foregoing, the Indemnitors shall obtain (or shall cause to be obtained), prior to commencement of the applicable activities, all environmental permits necessary for: (i) stormwater management in accordance with the Virginia Stormwater Management Act and the Virginia Stormwater Management Program ("VSMP") regulations; (ii) erosion and sediment control in accordance with the Virginia Erosion and Sediment Control Law and the Loudoun County Erosion and Sediment Control Ordinance; (iii) diesel generator fuel storage, including any applicable SPCC Plan requirements under 40 C.F.R. Part 112; (iv) air quality permits or registrations for backup diesel generators, including any applicable permits under the Clean Air Act and Virginia Air Pollution Control Board regulations (9 VAC 5); (v) any required permits relating to the management of construction and demolition debris and other waste streams; and (vi) any other environmental permits required under applicable federal, state, or local law.
(c) The ZMOD application (Docket No. ZMOD-2025-0038) for data center use on the Property is pending before the Loudoun County Department of Planning and Zoning. The Indemnitors shall promptly notify the Administrative Agent of the status and disposition of such application.
Section 2.6 — No Asbestos, PCBs, or Lead-Based Paint
To the knowledge of the Indemnitors (after due inquiry, including review of the Phase I ESA and the Phase II ESA), no asbestos-containing materials, polychlorinated biphenyls (PCBs) or PCB-containing equipment, or lead-based paint are present on, in, or at the Property. Neither the Indemnitors nor any agent, contractor, or representative of the Indemnitors has caused or permitted the installation of any such materials on the Property.
ARTICLE III — ENVIRONMENTAL COVENANTS
Each Indemnitor covenants and agrees with the Indemnitees as follows:
Section 3.1 — Compliance Covenant
The Indemnitors shall comply, and shall cause all contractors (including, without limitation, Titan-McAllister Construction Group, LLC (the "EPC Contractor"), and all subcontractors, sub-subcontractors, material suppliers, and consultants engaged in connection with the development of the Stonebridge Data Center Campus), tenants, licensees, invitees, and all other occupants and users of the Property to comply, with all applicable Environmental Laws at all times during the term of the Loan and until all obligations under the Loan Documents have been fully satisfied and discharged. Without limiting the foregoing, the Indemnitors shall maintain in full force and effect all environmental permits, licenses, approvals, and registrations required under applicable Environmental Laws for the construction, development, and operation of the Property.
Section 3.2 — No Hazardous Substances
(a) The Indemnitors shall not cause or permit any Hazardous Substance to be brought onto, generated, manufactured, refined, produced, processed, stored, treated, discharged, released, or disposed of on, in, under, or from the Property, except for Permitted Hazardous Substances used, stored, and handled in strict compliance with all applicable Environmental Laws and in accordance with the requirements of this Agreement.
(b) Without limiting the generality of the foregoing, the Indemnitors acknowledge that the development and operation of the Stonebridge Data Center Campus will involve the storage and use of certain Hazardous Substances, including diesel fuel for backup generators (configured in a 2N redundancy arrangement across four buildings), battery electrolyte for uninterruptible power supply systems, transformer oils, dielectric fluids, refrigerants, and cleaning solvents. The Indemnitors shall ensure that all such substances are stored, used, managed, and disposed of in compliance with all applicable Environmental Laws and in quantities customary for data center facilities of similar type and scale.
(c) The Indemnitors shall not permit any Hazardous Substance to be disposed of, dumped, or abandoned on the Property or in any drainage system, septic system, or sewer system serving the Property, except in compliance with applicable Environmental Laws.
Section 3.3 — Remediation Obligations
If any Hazardous Substance is discovered on, in, or under the Property (whether as a result of the Phase II ESA for the Stonebridge Parcel northwest quadrant, during the course of construction activities, through routine monitoring, or otherwise), the Indemnitors shall promptly take the following actions:
(a) Notification. Notify the Administrative Agent in writing within five (5) business days of discovery of the condition, providing a detailed description of the nature, extent, and location of the Hazardous Substance, the circumstances of its discovery, and the Indemnitors' proposed course of action.
(b) Investigation and Remediation. Investigate, assess, characterize, and remediate the contamination in accordance with all applicable Environmental Laws and to the standards required by the applicable governmental authorities, at the Indemnitors' sole cost and expense. The Indemnitors shall retain qualified environmental consultants reasonably acceptable to the Administrative Agent to perform such investigation and remediation.
(c) Reporting. Provide the Administrative Agent with copies of all reports, work plans, sampling results, risk assessments, remedial action plans, correspondence with governmental authorities, and governmental orders, directives, and approvals relating to such contamination, promptly upon the Indemnitors' receipt or preparation thereof.
(d) Completion. Complete remediation to the satisfaction of the applicable governmental authorities and to the reasonable satisfaction of the Administrative Agent, including, where applicable, the receipt of a No-Further-Action letter, closure letter, or similar written confirmation from the applicable governmental authority that remediation has been satisfactorily completed.
(e) Administrative Agent Approval. The Indemnitors shall not enter into any consent decree, consent order, voluntary cleanup agreement, or similar arrangement with any governmental authority with respect to environmental conditions on the Property without the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, conditioned, or delayed.
Section 3.4 — Environmental Assessments by Indemnitees
(a) The Administrative Agent shall have the right, at any time during the term of the Loan, to cause environmental assessments, investigations, and audits of the Property to be conducted (including Phase I Environmental Site Assessments, Phase II Environmental Site Assessments, compliance audits, and other investigations), at the Indemnitors' expense, if the Administrative Agent has a reasonable basis for concern regarding environmental conditions at, on, under, or affecting the Property. Such reasonable basis shall include, without limitation, the receipt of any Environmental Claim, notice from a governmental authority, report of a release of Hazardous Substances, discovery of contamination during construction, or material change in the environmental condition of the Property.
(b) Following an Event of Default under the Loan Agreement or any other Loan Document, or if Hazardous Substances are discovered on, in, or under the Property in violation of Environmental Laws or in excess of applicable regulatory standards, the Administrative Agent may conduct or commission environmental assessments, investigations, sampling, and testing of the Property at any time and without limitation, at the Indemnitors' expense, and the Indemnitors shall cooperate fully with the Administrative Agent and its consultants in connection therewith.
(c) The Indemnitors shall provide the Administrative Agent and its consultants with reasonable access to the Property, all buildings and structures thereon, and all relevant records and documentation for purposes of conducting such assessments.
(d) All costs and expenses incurred by the Administrative Agent in connection with environmental assessments conducted pursuant to this Section 3.4 (including consultants' fees, laboratory fees, and travel expenses) shall constitute additional Environmental Liabilities indemnified by the Indemnitors hereunder and shall be payable by the Indemnitors upon demand.
Section 3.5 — Notice of Environmental Claims
The Indemnitors shall promptly (and in any event within five (5) business days) notify the Administrative Agent in writing of:
(a) Any Environmental Claim that is filed, commenced, threatened, or otherwise asserted against the Property, the Borrower, the Guarantor, or any tenant, contractor, or other occupant of the Property;
(b) Any release, discharge, spill, leak, emission, or threatened release of any Hazardous Substance on, from, under, or affecting the Property, in any quantity exceeding applicable reportable quantities under Environmental Laws;
(c) Any notice, order, directive, citation, complaint, or other communication received from any federal, state, or local governmental authority regarding (i) any actual or alleged violation of any Environmental Law with respect to the Property, (ii) any required Remediation or corrective action with respect to the Property, or (iii) any potential liability of the Borrower or the Guarantor under any Environmental Law in connection with the Property;
(d) Any change in the environmental condition of the Property that could reasonably be expected to have a material adverse effect on the value of the Property, the ability of the Borrower to perform its obligations under the Loan Documents, or the Indemnitees' security interest in the Property; and
(e) Any material change in the storage, use, or management of Hazardous Substances on the Property, including any increase in the types or quantities of Hazardous Substances stored or used on the Property beyond the scope of Permitted Hazardous Substances.
Section 3.6 — Underground Storage Tanks
The Indemnitors shall not install, use, maintain, or permit the installation, use, or maintenance of any underground storage tank (as defined in 40 C.F.R. Part 280 and the Virginia Underground Storage Tank Regulations, 9 VAC 25-580) on the Property without the prior written consent of the Administrative Agent. Any such consent, if granted, shall be conditioned upon compliance with all applicable Environmental Laws governing the installation, operation, monitoring, and closure of underground storage tanks, including the provision of financial assurance as required by applicable regulations.
Section 3.7 — Coordination with EPC Contractor
(a) The Indemnitors shall ensure that the EPC Agreement with Titan-McAllister Construction Group, LLC (the "EPC Contractor") includes provisions requiring the EPC Contractor and all subcontractors and sub-subcontractors to: (i) comply with all applicable Environmental Laws in the performance of their work on the Property; (ii) manage, store, use, transport, and dispose of all Hazardous Substances in accordance with applicable Environmental Laws and in a manner designed to prevent any release, discharge, or contamination; (iii) promptly report to the Borrower and the Indemnitors any discovery of contamination, Hazardous Substances, or environmental conditions during the course of construction activities, including any discovery of unknown underground storage tanks, contaminated soils, or groundwater contamination; (iv) implement and maintain appropriate spill prevention, containment, and cleanup measures; and (v) maintain adequate insurance coverage for environmental liabilities.
(b) The Indemnitors acknowledge that the EPC Agreement is subject to the collateral assignment to the Administrative Agent for the benefit of the Lenders pursuant to the Assignment of Contracts, Permits, and Approvals delivered in connection with the Loan. The Indemnitors shall not amend, modify, or waive any environmental compliance provisions of the EPC Agreement without the prior written consent of the Administrative Agent.
(c) The Indemnitors shall provide the Administrative Agent with copies of any environmental incident reports, spill reports, or notices of environmental non-compliance received from the EPC Contractor within five (5) business days of receipt thereof.
ARTICLE IV — INDEMNIFICATION
Section 4.1 — General Indemnification
The Indemnitors, jointly and severally, hereby agree to indemnify, protect, defend (with counsel reasonably acceptable to the Administrative Agent), and hold harmless each Indemnitee from and against any and all Environmental Liabilities arising from, relating to, or in connection with:
(a) The presence, existence, release, threatened release, discharge, disposal, generation, storage, treatment, transportation, or migration of any Hazardous Substance on, in, under, at, from, or affecting the Property, whenever occurring, whether such presence or release occurred or occurs before, during, or after the term of the Loan, and regardless of whether such presence or release was caused by or is attributable to the Indemnitors, any predecessor-in-interest to the Property, any tenant, contractor, subcontractor, agent, or invitee, or any third party;
(b) Any violation or alleged violation of any Environmental Law with respect to the Property, the Borrower, or the Guarantor, whether arising from the construction, development, operation, maintenance, or use of the Property, or from conditions existing prior to the Borrower's acquisition of the Property;
(c) Any Environmental Claim relating to the Property, including any claim for contribution, cost recovery, natural resource damages, or personal injury or property damage arising from exposure to Hazardous Substances;
(d) Any breach by any Indemnitor of any environmental representation, warranty, covenant, or obligation set forth in this Agreement or in any other Loan Document;
(e) Any Remedial Action required, ordered, directed, or undertaken with respect to the Property under any Environmental Law or by any governmental authority;
(f) The former agricultural use of the Stonebridge Parcel and any residual pesticide contamination in the northwest quadrant (approximately 4.2 acres) or elsewhere on the Property, including all costs of investigation, characterization, monitoring, removal, treatment, disposal, and remediation thereof;
(g) The storage, use, handling, transportation, release, or disposal of diesel fuel, battery electrolyte, transformer oils, dielectric fluids, refrigerants, cleaning solvents, or any other Hazardous Substances associated with the construction, development, or operation of the Stonebridge Data Center Campus, including without limitation the backup diesel generators (configured in a 2N redundancy arrangement), uninterruptible power supply systems, cooling systems, and the central utility plant; and
(h) Any lien, encumbrance, or claim arising under any Environmental Law that is or may be imposed on the Property or any portion thereof.
Section 4.2 — Scope of Indemnification
Without limiting the generality of Section 4.1, the Environmental Liabilities for which the Indemnitors are obligated to indemnify the Indemnitees hereunder include:
(a) All costs and expenses of investigation, assessment, characterization, sampling, testing, monitoring, removal, containment, treatment, neutralization, decontamination, restoration, closure, post-closure care, and any other Remedial Action with respect to any Hazardous Substance or environmental condition at, on, in, under, from, or affecting the Property;
(b) All fines, penalties, assessments, and other amounts imposed by any federal, state, or local governmental authority in connection with any violation of Environmental Laws or any Environmental Claim relating to the Property;
(c) All costs of compliance with any governmental order, directive, consent decree, consent order, corrective action plan, or other requirement issued by any governmental authority in connection with the environmental condition of the Property;
(d) All damages to natural resources, including any natural resource damage assessments and restoration costs imposed under CERCLA, the Virginia Water Control Law, or any other Environmental Law;
(e) All diminution in the fair market value of the Property resulting from or attributable to any Hazardous Substance or environmental condition;
(f) All reasonable and documented attorneys' fees, consultants' fees, engineering fees, laboratory fees, expert witness fees, court costs, arbitration fees, mediation costs, and other litigation and dispute resolution expenses incurred by any Indemnitee in connection with any Environmental Claim, Remedial Action, or the enforcement of this Agreement;
(g) All amounts paid by any Indemnitee in settlement of any Environmental Claim with the Administrative Agent's prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed;
(h) All costs and expenses incurred by the Indemnitees in exercising their rights under Section 3.4 of this Agreement, including the costs of environmental assessments, investigations, and audits;
(i) All costs of medical monitoring and health surveillance, if any, required by applicable Environmental Laws or governmental authorities in connection with exposure to Hazardous Substances at, on, from, or affecting the Property; and
(j) All other losses, liabilities, damages, costs, and expenses of whatever kind or nature incurred by any Indemnitee as a result of, arising from, or relating to any Environmental Liability.
Section 4.3 — Independent Obligations
The indemnification obligations of the Indemnitors under this Agreement are independent of, and in addition to, all other obligations of the Indemnitors under the Loan Documents, including without limitation the Completion Guaranty, the Carry Guaranty, and any environmental indemnification, representation, warranty, or covenant provisions contained in the Deed of Trust, the Loan Agreement, or any other Loan Document. The Indemnitees may exercise their rights under this Agreement independently of, and without regard to, any other rights or remedies available to the Indemnitees under the Loan Documents, at law, or in equity. The Indemnitors acknowledge that this Agreement is not a guaranty of the Loan, and the obligations of the Indemnitors hereunder are direct, primary obligations and not secondary or derivative in nature.
Section 4.4 — No Limitation by Loan Amount
The indemnification obligations of the Indemnitors under this Agreement are not limited by the principal amount of the Loan ($390,000,000), any outstanding balance thereof, or any other amount, and shall extend to and cover the full amount of all Environmental Liabilities, without limitation as to amount. The Indemnitors acknowledge that the potential Environmental Liabilities associated with the Property may exceed the principal amount of the Loan, and the Indemnitors accept such potential exposure as a condition of the Indemnitees' agreement to make the Loan.
Section 4.5 — Subrogation
Each Indemnitor hereby waives and releases any and all rights of subrogation, contribution, reimbursement, indemnity, or other right of recovery that such Indemnitor may now or hereafter have against any Indemnitee in connection with any Environmental Liabilities indemnified hereunder. No Indemnitor shall assert any claim, counterclaim, defense, or set-off against any Indemnitee based upon or arising from any Environmental Liability for which the Indemnitors are obligated to indemnify the Indemnitees under this Agreement.
ARTICLE V — SURVIVAL AND DURATION
Section 5.1 — Survival
The environmental representations, warranties, covenants, and indemnification obligations of the Indemnitors under this Agreement shall survive, without limitation as to time, each of the following events and circumstances:
(a) The repayment, satisfaction, or discharge in full of the Loan and all other obligations under the Loan Documents;
(b) The release, reconveyance, or discharge of the Deed of Trust and any other security instrument encumbering the Property in connection with the Loan;
(c) Any foreclosure of the Deed of Trust, any trustee's sale, any judicial sale, any deed-in-lieu of foreclosure, or any other exercise of remedies by the Indemnitees with respect to the Property or any other collateral for the Loan;
(d) Any bankruptcy, insolvency, reorganization, composition, arrangement, dissolution, liquidation, receivership, assignment for the benefit of creditors, or similar proceeding involving either Indemnitor, the Borrower, the Guarantor, or any other obligor under the Loan Documents, whether voluntary or involuntary;
(e) Any transfer, assignment, conveyance, encumbrance, or other disposition of the Property or any interest therein, whether by the Borrower, the Indemnitees, or any other party; and
(f) The termination, expiration, or cancellation of the Loan Agreement or any other Loan Document.
Section 5.2 — Continuing Obligation
The obligations of the Indemnitors under this Agreement are continuing, absolute, and unconditional and shall not be discharged, impaired, reduced, released, or otherwise affected by any of the following, whether or not the Indemnitors shall have notice or knowledge thereof:
(a) Any amendment, modification, restatement, supplement, extension, renewal, or waiver of the Loan Agreement, the Deed of Trust, or any other Loan Document, regardless of the nature or extent thereof;
(b) Any release of any collateral or any guarantor, surety, or other obligor under the Loan Documents, or any failure to perfect or maintain the perfection or priority of any security interest or lien created by the Loan Documents;
(c) Any extension of time for payment or performance of any obligation under the Loan Documents, or any forbearance, indulgence, or other action or inaction by any Indemnitee with respect to any default or Event of Default under the Loan Documents;
(d) The invalidity, illegality, or unenforceability of any provision of this Agreement, the Loan Agreement, or any other Loan Document;
(e) The failure or delay by any Indemnitee to exercise any right, remedy, or power available to it under this Agreement, the Loan Documents, at law, or in equity;
(f) Any defense, counterclaim, set-off, recoupment, or other right that either Indemnitor may have against any Indemnitee;
(g) The making of additional advances under the Loan Agreement or any increase or decrease in the outstanding principal balance of the Loan;
(h) The acceptance of additional or substitute collateral for the Loan; and
(i) Any other circumstance, event, or condition that might otherwise constitute a legal or equitable defense to or discharge of the obligations of the Indemnitors hereunder, whether similar or dissimilar to the foregoing.
ARTICLE VI — ADDITIONAL PROVISIONS RELATING TO INDEMNITORS
Section 6.1 — Joint and Several Liability
The obligations of Stonebridge Campus Holdings LLC and Ironhaven Data Centers LLC under this Agreement are joint and several. Each Indemnitor acknowledges that it is independently liable for the full amount of all Environmental Liabilities, without regard to the obligations of the other Indemnitor. The Indemnitees may proceed against either or both Indemnitors, in any order, and the exercise of any right or remedy against one Indemnitor shall not impair, reduce, or affect the right of the Indemnitees to proceed against the other Indemnitor. No election by any Indemnitee to proceed against one Indemnitor shall constitute a release, discharge, or waiver of the obligations of the other Indemnitor.
Section 6.2 — Waivers by Indemnitors
Each Indemnitor hereby irrevocably waives, to the fullest extent permitted by applicable law:
(a) Any defense based on the adequacy, sufficiency, or value of the Indemnitees' security, collateral, or other property pledged to secure the Loan or any other obligation under the Loan Documents;
(b) Any defense based on the failure of the Indemnitees to pursue remedies against any other person or entity, including the other Indemnitor, any guarantor, any surety, or any other party liable for any Environmental Liability;
(c) Any right to require the marshaling of assets or the application of collateral in any particular order;
(d) Any statute of limitations defense or any defense based on laches, estoppel, or passage of time, to the extent permitted by applicable law;
(e) Notice of acceptance of this Agreement, presentment, demand, protest, notice of dishonor, and any other notice not specifically required by this Agreement;
(f) Any and all suretyship defenses and defenses in the nature of a surety's rights, including any defense based on the impairment of the surety's rights of subrogation, reimbursement, indemnity, or contribution;
(g) Any defense arising from the lack of authority of any person purporting to act on behalf of either Indemnitor;
(h) Any defense arising from or relating to the application of the anti-deficiency laws of the Commonwealth of Virginia or any other jurisdiction, to the extent such defenses might otherwise be available to the Indemnitors; and
(i) Any other defense, whether at law or in equity, that might otherwise be available to any Indemnitor as a defense to the obligations arising under this Agreement, other than the defense of payment and performance in full of such obligations.
Section 6.3 — Indemnitors' Obligations Not Affected by Transfer
(a) The obligations of the Indemnitors under this Agreement shall not be released, diminished, impaired, reduced, or otherwise affected by any sale, transfer, assignment, conveyance, encumbrance, or other disposition of the Property, whether by the Borrower, by foreclosure, deed-in-lieu of foreclosure, trustee's sale, judicial sale, or otherwise, and regardless of whether such sale or transfer is made with or without the consent of the Administrative Agent or the Lenders.
(b) In the event that the Borrower entity (Stonebridge Campus Holdings LLC) is dissolved, wound up, terminated, or otherwise ceases to exist, the obligations of Ironhaven Data Centers LLC under this Agreement shall continue in full force and effect, undiminished and unaffected by such dissolution, winding up, termination, or cessation.
(c) In the event that the Property or any portion thereof is acquired by any Indemnitee through foreclosure, deed-in-lieu of foreclosure, or otherwise, the Indemnitors' obligations under this Agreement shall continue unabated, and the Indemnitees shall not be deemed to have assumed or become liable for any Environmental Liability by reason of such acquisition.
Section 6.4 — Authority
Each Indemnitor represents and warrants to the Indemnitees that:
(a) Such Indemnitor has full power and authority to execute, deliver, and perform this Agreement and all obligations contemplated hereby. The execution, delivery, and performance of this Agreement have been duly authorized by all necessary action on the part of such Indemnitor, and this Agreement constitutes the legal, valid, and binding obligation of such Indemnitor, enforceable against such Indemnitor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.
(b) Stonebridge Campus Holdings LLC is duly organized, validly existing, and in good standing under the laws of the Commonwealth of Virginia. The execution and delivery of this Agreement by Stonebridge Campus Holdings LLC has been authorized by its sole member, Ironhaven Data Centers LLC, pursuant to a Member Consent Resolution and Secretary's Certificate delivered to the Administrative Agent on or before the date hereof.
(c) Ironhaven Data Centers LLC is duly organized, validly existing, and in good standing under the laws of the State of Delaware and is registered and authorized to transact business in the Commonwealth of Virginia. The execution and delivery of this Agreement by Ironhaven Data Centers LLC has been authorized by resolutions of its members. Marcus Thorne, Chief Executive Officer, and Priya Dasgupta, Chief Financial Officer, are the duly authorized signatories for Ironhaven Data Centers LLC, and each is authorized to execute and deliver this Agreement on behalf of Ironhaven Data Centers LLC.
(d) The execution, delivery, and performance of this Agreement by each Indemnitor does not and will not: (i) violate or conflict with the organizational documents of such Indemnitor; (ii) violate or conflict with any applicable law, regulation, order, judgment, or decree; or (iii) result in a breach of, or default under, any material agreement, instrument, or obligation to which such Indemnitor is a party or by which such Indemnitor or its assets may be bound.
ARTICLE VII — ENFORCEMENT AND REMEDIES
Section 7.1 — Remedies Cumulative
The rights and remedies of the Indemnitees under this Agreement are cumulative and are in addition to, and not in substitution for, all other rights and remedies available to the Indemnitees under the Loan Agreement, the Deed of Trust, the Completion Guaranty, the Carry Guaranty, and all other Loan Documents, at law, or in equity. No failure or delay by any Indemnitee in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any right or remedy shall preclude any other or further exercise thereof or the exercise of any other right or remedy.