Prepared by and after recording return to: Calderwood & Harkness LLP 1900 K Street NW, Suite 800 Washington, DC 20006
Attention: Cynthia Ho
Property: Loudoun County Tax Map Reference /95-4A-2/// Ashburn, Virginia 20148
Grantor: Stonebridge Campus Holdings LLC, a Virginia limited liability company Grantee: Vantage Power Cooperative, a Virginia electric cooperative
Consideration: $10.00 and other good and valuable consideration
This instrument was prepared by Calderwood & Harkness LLP on behalf of the Grantor.
SUBSTATION EASEMENT AGREEMENT
THIS SUBSTATION EASEMENT AGREEMENT (this "Agreement") is made and entered into as of the _ day of ___, 2025, by and between STONEBRIDGE CAMPUS HOLDINGS LLC, a Virginia limited liability company ("Grantor"), and VANTAGE POWER COOPERATIVE, a Virginia electric cooperative ("Grantee" or "VPC").
RECITALS
A. Grantor and the Meridian Parcel. Stonebridge Campus Holdings LLC is a Virginia limited liability company (to be formed and, upon formation, wholly owned by Ironhaven Data Centers LLC, a Delaware limited liability company headquartered in Ashburn, Virginia) that is or will be the fee simple owner of a certain 19.4-acre parcel of real property located in unincorporated Loudoun County, Virginia, adjacent to the Stonebridge Parcel on the east, and more particularly described as Loudoun County Tax Map Reference /95-4A-2///, as legally described in Exhibit A attached hereto and incorporated herein by reference (the "Meridian Parcel" or "Property"). The Meridian Parcel was acquired from Meridian Acres LLC, a Virginia limited liability company managed by Theodore Ashford, pursuant to that certain Purchase and Sale Agreement dated April 22, 2025, for a purchase price of Nineteen Million Four Hundred Thousand Dollars ($19,400,000). The Meridian Parcel forms part of the Stonebridge Data Center Campus (the "Campus"), an approximately 81.4-acre data center development comprising the Meridian Parcel and an adjacent 62.0-acre parcel known as the Stonebridge Parcel, Loudoun County Tax Map Reference /95-4A-1///, located at the intersection of Belmont Ridge Road and Stonebridge Boulevard, Ashburn, Virginia 20148.
B. Grantee and Utility Service. Vantage Power Cooperative ("VPC") is a Virginia electric cooperative providing electric service in western Loudoun County, Virginia, with its principal office located at 601 Sycolin Road SE, Leesburg, Virginia 20175. VPC will supply primary utility power to the Stonebridge Data Center Campus under a Large Load Service Agreement (VPC Service Application No. LSA-2025-0091) for a contracted demand of 120 MVA (consisting of approximately 96 MW of critical IT load plus mechanical and site overhead) over a ten (10)-year term commencing from substation energization (the "LLSA").
C. Purpose of Easement. The Campus requires the construction and operation of a dedicated 230kV/34.5kV step-down substation (the "Substation") on a portion of the Meridian Parcel to deliver utility power to the Campus. VPC's contractor will construct the Substation with funding provided by Grantor (or its affiliate, Ironhaven Data Centers LLC) pursuant to a Line Extension Funding Agreement, under which Grantor and/or Ironhaven Data Centers LLC will contribute Eighteen Million Five Hundred Thousand Dollars ($18,500,000) toward the construction of the dedicated power line extension and Substation infrastructure. Upon completion of construction, the Substation and all associated equipment, structures, and improvements within the Easement Area (as defined herein) will be owned, operated, and maintained by VPC. The target substation energization date is June 1, 2027. Grantor desires to grant to VPC a non-exclusive easement over a portion of the Meridian Parcel for the construction, operation, maintenance, repair, replacement, and removal of the Substation and related facilities, all on the terms and conditions set forth in this Agreement.
D. Relationship to Other Agreements. This Agreement is being entered into in connection with and to support the following agreements: (i) the Large Load Service Agreement between Stonebridge Campus Holdings LLC and VPC (VPC Service Application No. LSA-2025-0091); (ii) the Line Extension Funding Agreement between Stonebridge Campus Holdings LLC (or Ironhaven Data Centers LLC) and VPC; and (iii) that certain Construction Loan Agreement dated on or about October 15, 2025, among Stonebridge Campus Holdings LLC, as Borrower, Summit National Bank, N.A., as Administrative Agent, Cascade Commercial Lending Corp., and Harborview Trust Company, providing for a Three Hundred Ninety Million Dollar ($390,000,000) senior secured construction loan facility, and the related Deed of Trust, Assignment of Leases and Rents, and Security Agreement encumbering both the Stonebridge Parcel and the Meridian Parcel (collectively, the "Construction Loan Documents").
NOW, THEREFORE, in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties agree as follows:
ARTICLE 1 — DEFINITIONS
Section 1.1 — Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined in this Article 1 shall have the meanings ascribed to them elsewhere in this Agreement.
(a) "Agreement" means this Substation Easement Agreement, including all Exhibits attached hereto and incorporated herein by reference, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof.
(b) "Campus" means the Stonebridge Data Center Campus, consisting of approximately 81.4 acres, comprising the 62.0-acre Stonebridge Parcel (Loudoun County Tax Map Reference /95-4A-1///) and the 19.4-acre Meridian Parcel (Loudoun County Tax Map Reference /95-4A-2///), located at the intersection of Belmont Ridge Road and Stonebridge Boulevard, Ashburn, Loudoun County, Virginia 20148.
(c) "Easement Area" means that certain portion of the Meridian Parcel depicted and described on the survey plat attached hereto as Exhibit B and further described by metes and bounds in Exhibit C, which Easement Area includes the Substation footprint, equipment pads, access drives within the Easement Area, perimeter security fencing, drainage facilities, and a surrounding buffer zone, the approximate area of which shall be determined upon completion of the final survey by Lumen Ridge Engineering, PLLC (Carlos Esteban, PE, Project Principal).
(d) "Grantor" means Stonebridge Campus Holdings LLC, a Virginia limited liability company (to be formed), and its successors and assigns as fee simple owner of the Meridian Parcel.
(e) "Grantee" or "VPC" means Vantage Power Cooperative, a Virginia electric cooperative organized and existing under the laws of the Commonwealth of Virginia, and its successors and assigns.
(f) "Improvements" means all structures, equipment, transformers, switchgear, control buildings, foundations, fencing, grounding systems, grounding grids, poles, conductors, cables, conduits, manholes, junction boxes, communication facilities, metering equipment, lightning protection systems, drainage structures, and any and all other facilities and appurtenances constructed, installed, or placed by or on behalf of VPC within the Easement Area, whether now existing or hereafter constructed or installed.
(g) "LLSA" means the Large Load Service Agreement between Grantor and VPC, identified as VPC Service Application No. LSA-2025-0091, as the same may be amended, restated, or supplemented from time to time.
(h) "Line Extension Funding Agreement" means the agreement between Grantor (or Ironhaven Data Centers LLC, as applicable) and VPC providing for Grantor's (or Ironhaven Data Centers LLC's) contribution of Eighteen Million Five Hundred Thousand Dollars ($18,500,000) toward the cost of the dedicated power line extension and Substation construction, as the same may be amended, restated, or supplemented from time to time.
(i) "Meridian Parcel" or "Property" means that certain 19.4-acre parcel of real property located in unincorporated Loudoun County, Virginia, more particularly described in Exhibit A attached hereto.
(j) "Permitted Exceptions" means the existing easements, encumbrances, restrictions, reservations, and other exceptions of record affecting the Meridian Parcel as of the date hereof, as identified in the title commitment (Commitment No. FTE-2025-04917) issued by Fidelitas Title & Escrow, Inc. (underwritten by Sovereign Title Insurance Company) with an effective date of April 10, 2025.
(k) "Substation" means the dedicated 230kV/34.5kV step-down electrical substation and all associated Improvements to be constructed, installed, and operated by or on behalf of VPC within the Easement Area.
(l) "Temporary Construction Area" means those portions of the Meridian Parcel adjacent to the Easement Area designated for temporary construction use as depicted on Exhibit B.
Section 1.2 — Rules of Construction. The headings and captions used in this Agreement are for convenience of reference only and shall not affect the construction or interpretation of any provision hereof. Unless the context otherwise requires, words importing the singular number shall include the plural, and vice versa, and words importing one gender shall include all genders. All references to "Articles," "Sections," and "Exhibits" are to articles, sections, and exhibits of this Agreement. All references to statutes, laws, and regulations shall be deemed to include all amendments, supplements, replacements, and successor statutes, laws, and regulations. This Agreement shall be construed and interpreted in accordance with the laws of the Commonwealth of Virginia without regard to its conflict of laws principles. The words "include," "including," and similar expressions shall be construed as though followed by the phrase "without limitation." Each party acknowledges that it has been represented by competent legal counsel in the negotiation and drafting of this Agreement, and accordingly, no presumption or rule of construction shall apply against any party as the drafter hereof.
ARTICLE 2 — GRANT OF EASEMENT
Section 2.1 — Easement Grant. Grantor hereby grants, conveys, and warrants to Grantee a non-exclusive, perpetual easement (subject to the termination provisions set forth in Article 9 of this Agreement) in, on, over, under, across, and through the Easement Area for the following purposes:
(a) Construction and Installation. The construction, installation, erection, and commissioning of the Substation and all Improvements within the Easement Area, including all equipment, structures, foundations, and appurtenances described in the Substation specifications attached hereto as Exhibit D or otherwise contemplated by the Line Extension Funding Agreement.
(b) Operation and Use. The operation, use, and energization of the Substation for the generation, transmission, transformation, distribution, and delivery of electrical power and energy, and for the operation of associated communication and control systems.
(c) Maintenance, Repair, and Replacement. The maintenance, inspection, testing, repair, rebuilding, upgrading, modification, and replacement of the Substation and all Improvements within the Easement Area, including the right to perform vegetation management, drainage maintenance, and all other activities necessary to keep the Substation and Improvements in good working order and condition consistent with prudent utility practices.
(d) Removal. The removal of the Substation and all Improvements from the Easement Area upon termination of this Agreement in accordance with Article 9.
(e) Ingress, Egress, and Access. Ingress, egress, and access over and across the Meridian Parcel via the access routes designated on Exhibit B to and from the Easement Area for all of the foregoing purposes, including access with vehicles, heavy equipment, cranes, and personnel, as more particularly described in Article 6.
(f) Utility Interconnection Lines. The installation, maintenance, operation, repair, and replacement of utility interconnection lines, including electrical conductors, communication lines, and fiber optic cables, running from the Easement Area to the Campus building pads and central utility plant, in accordance with the provisions of Article 7.
The foregoing grant shall be for the benefit of VPC, its officers, directors, employees, agents, contractors, subcontractors, successors, and assigns, and all persons acting by, through, or under VPC in connection with the purposes described herein.
Section 2.2 — Nature of Easement. The easement granted herein is appurtenant to VPC's utility operations within the service territory of VPC and shall run with the land comprising the Meridian Parcel, binding Grantor and all successors and assigns of Grantor in the ownership of the Meridian Parcel. The easement is non-exclusive in nature; Grantor retains the right to use the Meridian Parcel, including the Easement Area, for all purposes not inconsistent with VPC's rights under this Agreement. The easement granted herein is not a fee simple interest in land, and VPC does not, by virtue of this Agreement, acquire any title to or fee interest in the underlying land within the Easement Area. Notwithstanding the foregoing, VPC shall own all Improvements (including the Substation and all associated equipment and structures) constructed or installed within the Easement Area, as more particularly described in Article 3.
Section 2.3 — Temporary Construction Easement. In addition to the perpetual easement granted in Section 2.1, Grantor hereby grants to VPC a temporary construction easement over the Temporary Construction Area, as depicted on Exhibit B, for purposes of staging, laydown, material storage, equipment marshaling, and construction access during the Substation construction period. The Temporary Construction Easement shall commence upon the date VPC or its designated contractor first mobilizes on the Meridian Parcel and begins Substation construction activities, and shall terminate upon the earlier of: (i) the date VPC delivers written notice to Grantor that construction of the Substation is complete and the Temporary Construction Area is no longer needed for construction purposes; or (ii) the date that is twenty-four (24) months from the commencement of construction. Upon termination of the Temporary Construction Easement, VPC shall, at its sole cost and expense, restore the Temporary Construction Area to substantially its pre-construction condition, including removal of all equipment, materials, and debris, regrading and stabilization of disturbed soils, and reseeding or replanting of vegetation as reasonably necessary. VPC shall complete such restoration within ninety (90) days following the termination of the Temporary Construction Easement.
Section 2.4 — Reservation of Rights by Grantor. Grantor expressly reserves all rights in and to the Meridian Parcel not expressly granted to VPC under this Agreement. Without limiting the generality of the foregoing, Grantor reserves the following rights:
(a) General Use. The right to use the surface and subsurface of the Easement Area in any manner that does not unreasonably interfere with VPC's easement rights or the construction, operation, maintenance, or security of the Substation and Improvements.
(b) Structures. Provided, however, that Grantor shall not construct or permit the construction of any permanent buildings, structures, or other improvements within the Easement Area without the prior written consent of VPC, which consent may be withheld in VPC's sole and absolute discretion.
(c) Utility and Road Crossings. Grantor retains the right to cross the Easement Area with utilities, roadways, driveways, sidewalks, and other infrastructure serving the Campus, subject to VPC's prior written approval of the location, depth, method, and manner of any such crossing, which approval shall not be unreasonably withheld, conditioned, or delayed. Any crossing approved by VPC shall be designed and installed in accordance with the clearance and separation requirements specified by VPC.
ARTICLE 3 — OWNERSHIP OF SUBSTATION AND IMPROVEMENTS
Section 3.1 — Ownership. All Improvements, including without limitation the Substation, transformers, switchgear, control buildings, foundations, fencing, grounding systems, and all other associated equipment and structures, constructed, installed, or placed within the Easement Area by or on behalf of VPC, shall be and remain at all times the sole and exclusive property of VPC. Notwithstanding the fact that Grantor (or Ironhaven Data Centers LLC, Grantor's sole member) is funding the construction cost of the Substation and related infrastructure through the Eighteen Million Five Hundred Thousand Dollar ($18,500,000) Line Extension Contribution provided under the Line Extension Funding Agreement, title to all Improvements shall vest in VPC immediately upon installation thereof. The Improvements are and shall be deemed trade fixtures and personal property of VPC, and shall not be deemed part of the real property constituting the Meridian Parcel for any purpose, including for purposes of any deed of trust, mortgage, lien, judgment, tax assessment, or other encumbrance affecting the Meridian Parcel. Grantor shall not grant or permit any lien, security interest, or encumbrance to attach to the Improvements, and Grantor shall use commercially reasonable efforts to ensure that any lender or other party holding a security interest in the Meridian Parcel acknowledges and agrees that the Improvements are the personal property of VPC and are not subject to such security interest.
Section 3.2 — Taxes and Assessments on Improvements. VPC shall be responsible for the timely payment of all personal property taxes, if any, assessed by Loudoun County, the Commonwealth of Virginia, or any other governmental authority against the Improvements owned by VPC within the Easement Area. Grantor shall be responsible for the timely payment of all real property taxes, assessments, and governmental charges assessed against the underlying land within the Easement Area. For the avoidance of doubt, the Loudoun County data center equipment tax (currently assessed at the rate of $1.25 per $100 of assessed value) shall be applicable, if at all, solely to Grantor's data center equipment located on the Campus outside the Easement Area, and shall not be assessed against VPC's Substation equipment or Improvements. In the event any taxing authority assesses real property taxes against any Improvements owned by VPC as if such Improvements were part of the real property, Grantor shall promptly notify VPC, and the parties shall cooperate in good faith to cause such assessment to be corrected.
ARTICLE 4 — CONSTRUCTION OF SUBSTATION
Section 4.1 — Construction Obligations. VPC, or VPC's designated contractor, shall construct the Substation in accordance with: (i) the specifications, engineering drawings, and construction plans approved by VPC and Grantor under the Line Extension Funding Agreement, a summary of which specifications is attached hereto as Exhibit D; (ii) all applicable codes, ordinances, laws, rules, and regulations of the Commonwealth of Virginia, Loudoun County, and any other governmental authority having jurisdiction; and (iii) prudent utility practices as generally accepted in the electric utility industry for substation construction projects of comparable scope and complexity. VPC shall provide Grantor not fewer than thirty (30) days' advance written notice prior to commencing construction of the Substation within the Easement Area or the Temporary Construction Area. VPC shall coordinate construction activities with Grantor's overall Campus construction schedule and shall consult with Kestrel Infrastructure Advisors, LLC (Grantor's owner's representative; contact: Diane Prescott) and Titan-McAllister Construction Group, LLC (EPC general contractor for the Campus; contact: Michelle Tran, SVP Data Center Programs) to minimize interference with Campus construction activities. Such coordination shall include, without limitation, scheduling of heavy equipment deliveries, management of shared access routes, sequencing of utility tie-in activities, and compliance with site-wide safety protocols established by Grantor for the Campus.
Section 4.2 — Construction Timeline. Construction of the Substation shall commence on the date specified in the Line Extension Funding Agreement or such other date as VPC and Grantor may agree in writing. The target date for completion of construction and energization of the Substation is June 1, 2027. VPC shall use commercially reasonable efforts to complete construction and achieve energization by such target date, subject to the provisions of Section 15.10 (Force Majeure). VPC shall provide Grantor with monthly written construction progress reports, including a summary of work completed, updated construction schedule, identification of any material issues or delays, and estimated completion date. Such reports shall be delivered to Grantor's owner's representative, Kestrel Infrastructure Advisors, LLC, no later than the tenth (10th) day of each calendar month during the construction period.
Section 4.3 — Permits and Approvals. VPC shall obtain, at its sole cost and expense (to the extent such costs are not covered by the Line Extension Contribution under the Line Extension Funding Agreement), all governmental permits, licenses, approvals, and authorizations necessary for the construction, installation, and operation of the Substation and all Improvements within the Easement Area, including without limitation any required approvals, site plan reviews, or special use permits from Loudoun County, Virginia, and any required certificates, authorizations, or approvals from the Virginia State Corporation Commission. Grantor shall cooperate with VPC in obtaining such permits and approvals, including by executing applications, owner authorizations, consent forms, and other documents as may be reasonably requested by VPC, provided that such cooperation shall not require Grantor to incur any material cost or expense except as may be provided in the Line Extension Funding Agreement.
Section 4.4 — Site Conditions and Geotechnical. Grantor acknowledges that geotechnical investigations have been performed on the Meridian Parcel by Brannigan Geotechnical Engineering, LLC (project engineer: Neil Brannigan, PE). Grantor shall make available to VPC, promptly following the date of this Agreement, all geotechnical reports, boring logs, soil analyses, and environmental assessments (including without limitation the Phase I Environmental Site Assessment conducted by Pendleton Environmental Associates, Inc., led by Dr. Renata Volkov, with a target completion date of June 1, 2025) that are relevant to the Easement Area and the Temporary Construction Area. VPC acknowledges that it will review such reports and assessments and assumes responsibility for any additional geotechnical investigation, testing, or analysis required specifically for the Substation foundation design and engineering. VPC shall bear the cost of any such additional investigation. Grantor makes no warranty or representation regarding the suitability of the soils, subsurface conditions, or bearing capacity within the Easement Area for VPC's intended use, except that Grantor shall disclose to VPC any known adverse conditions not reflected in the geotechnical reports delivered to VPC.
Section 4.5 — Compliance with Environmental Requirements. VPC shall comply with all applicable federal, state, and local environmental laws, regulations, and ordinances in the construction, operation, maintenance, repair, and removal of the Substation and all Improvements within the Easement Area. VPC shall not introduce, use, store, generate, treat, or dispose of any hazardous materials, hazardous substances, hazardous wastes, petroleum products, or toxic substances (collectively, "Hazardous Materials") on, in, under, or about the Easement Area, except to the extent reasonably necessary for the construction and operation of the Substation, including without limitation transformer oil (mineral oil or equivalent dielectric fluid), lubricants, battery electrolyte, and other materials customarily used in the operation of electrical substation facilities. VPC shall manage, store, and dispose of all such Hazardous Materials in strict compliance with all applicable environmental laws, including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA), the Resource Conservation and Recovery Act (RCRA), the Virginia Waste Management Act, and all regulations promulgated thereunder. VPC acknowledges that Grantor has entered into an Environmental Indemnity Agreement with Summit National Bank, N.A., as Administrative Agent, in connection with the Construction Loan Documents, and VPC shall not take any action within the Easement Area that would cause Grantor to be in breach of its obligations under such Environmental Indemnity Agreement.
ARTICLE 5 — MAINTENANCE, REPAIR, AND REPLACEMENT
Section 5.1 — VPC's Maintenance Obligations. VPC shall, at its sole cost and expense, maintain, repair, and keep in good working order and condition the Substation and all Improvements within the Easement Area throughout the term of this Agreement. Such maintenance obligations shall include, without limitation, the following: (a) regular inspection, testing, and preventive maintenance of all electrical equipment, transformers, switchgear, control systems, and protective devices; (b) vegetation management within the Easement Area, including mowing, trimming, and removal of trees, brush, and other vegetation that may pose a risk to the Substation or Improvements; (c) maintenance of drainage facilities, stormwater management structures, and grading within the Easement Area to ensure proper drainage and prevent erosion; (d) maintenance and repair of perimeter security fencing, gates, and access controls around the Substation; and (e) maintenance and repair of access drives and paved surfaces within the Easement Area. All maintenance activities shall be performed in a manner consistent with prudent utility practices and applicable laws, codes, and regulations.
Section 5.2 — Right to Upgrade and Replace. VPC shall have the right, from time to time and at its sole discretion, to upgrade, modify, rebuild, reconfigure, or replace the Substation and any or all of the Improvements within the Easement Area as VPC deems necessary or appropriate for the safe and reliable delivery of electric service. Any such upgrade, modification, rebuild, or replacement shall be performed in accordance with applicable laws, codes, and regulations and prudent utility practices. Provided, however, that any material expansion of the Substation footprint or the installation of equipment or structures beyond the boundaries of the Easement Area shall require the prior written consent of Grantor, which consent shall not be unreasonably withheld, conditioned, or delayed. In the event VPC desires to expand the Easement Area, the parties shall negotiate in good faith an amendment to this Agreement to include such expanded area, which amendment shall be recorded in the land records of Loudoun County. Any replacement, upgraded, or additional equipment installed by VPC within the Easement Area shall become and remain the sole property of VPC.
Section 5.3 — Emergency Access. VPC, its employees, agents, and contractors shall have the right of access to the Easement Area at all times, twenty-four (24) hours per day, seven (7) days per week, three hundred sixty-five (365) days per year, for purposes of emergency maintenance, repair, restoration of service, or response to any condition that VPC, in its reasonable judgment, deems to pose a risk to public safety, the reliability of electric service, or the integrity of the Substation or Improvements. For non-emergency maintenance, inspection, testing, repair, or other access to the Easement Area, VPC shall provide Grantor with reasonable advance written or electronic notice of not fewer than forty-eight (48) hours prior to entering the Easement Area, specifying the nature and estimated duration of the planned work. Notwithstanding the foregoing notice requirement, VPC may access the Easement Area without advance notice in any emergency or urgent situation, provided that VPC shall notify Grantor as soon as reasonably practicable following such emergency access.
Section 5.4 — Grantor's Obligations. Grantor shall not take any action, or permit any third party to take any action, that would materially interfere with VPC's access to or use of the Easement Area, the Improvements, or the access routes depicted on Exhibit B. Without limiting the generality of the foregoing, Grantor shall not block, obstruct, or permit the blocking or obstruction of any access route to the Easement Area. Grantor shall maintain any access roads located on the Meridian Parcel outside the Easement Area that provide ingress and egress to the Easement Area (as depicted on Exhibit B) in passable condition for vehicles and equipment of the types reasonably used by VPC in its utility operations. Grantor shall not store materials, park vehicles, or place any objects within the Easement Area or on the designated access routes that would impede VPC's access or use.
ARTICLE 6 — ACCESS AND INGRESS/EGRESS
Section 6.1 — Access Easement. In addition to the access rights granted as part of the easement under Section 2.1(e), Grantor hereby grants to VPC a non-exclusive easement for vehicular and pedestrian ingress and egress over the designated access routes on the Meridian Parcel, as depicted on the survey plat attached hereto as Exhibit B, extending from the nearest public right-of-way (Belmont Ridge Road or Stonebridge Boulevard, as applicable) to the Easement Area. Such access easement shall permit the passage of VPC vehicles, including without limitation utility trucks, service vehicles, cranes, flatbed trailers, oversized and overweight vehicles, and other heavy equipment as may be reasonably necessary for the construction, operation, maintenance, repair, replacement, and removal of the Substation and Improvements. VPC shall exercise its access rights in a reasonable manner and shall comply with all posted weight limits, speed limits, and traffic control measures applicable to the Campus to the extent consistent with VPC's operational needs.
Section 6.2 — Coordination with Campus Access. The access routes designated for VPC's use under this Article 6 shall be coordinated with the terms and conditions of any Cross-Access and Utility Easement Agreement entered into between the owners of the Stonebridge Parcel and the Meridian Parcel, and VPC's exercise of its access rights shall not unreasonably interfere with Campus operations, including data center construction and operations activities, delivery and logistics operations, and tenant access. VPC acknowledges that the site design for the Campus has been prepared by Lumen Ridge Engineering, PLLC (Carlos Esteban, PE, Project Principal), and VPC shall coordinate with Lumen Ridge Engineering and with Grantor's owner's representative, Kestrel Infrastructure Advisors, LLC, to ensure that VPC's designated access routes are integrated with the overall Campus site plan and traffic management plan. In the event that changes to the Campus site plan necessitate a modification of VPC's designated access routes, Grantor shall work cooperatively with VPC to identify alternative access routes that provide VPC with substantially equivalent access to the Easement Area, and the parties shall execute an amendment to this Agreement reflecting any such modification.
Section 6.3 — Road Damage. VPC shall, at its sole cost and expense, promptly repair any damage to Grantor's access roads, driveways, curbing, paving, sidewalks, landscaping, or other improvements on the Meridian Parcel caused by VPC's vehicles, equipment, personnel, or construction activities. Such repairs shall restore the affected roads and improvements to substantially their pre-damage condition. VPC shall commence repairs within thirty (30) days following written notice from Grantor identifying the damage (or such shorter period as may be necessary to maintain safe and passable conditions), and shall complete such repairs within a commercially reasonable time thereafter.
ARTICLE 7 — UTILITIES WITHIN THE EASEMENT AREA
Section 7.1 — Utility Interconnections. VPC shall have the right to install, operate, maintain, repair, replace, and remove electrical transmission and distribution lines, communication lines, fiber optic cables, and associated conduits, poles, manholes, junction boxes, and appurtenances extending from the Substation to the Campus electrical interconnection points, including the main switchgear rooms and central utility plant of the data center buildings on the Stonebridge Parcel and the Meridian Parcel. The routing of such interconnection lines within the Easement Area shall be at VPC's sole discretion, consistent with the approved Substation site plan. The routing of interconnection lines outside the Easement Area and across the Meridian Parcel shall be subject to Grantor's prior written approval, which approval shall not be unreasonably withheld, conditioned, or delayed, and shall be shown on an updated Exhibit B to be recorded as an amendment to this Agreement.
Section 7.2 — Grantor's Utility Crossings. Grantor shall have the right to install, operate, and maintain utilities (including without limitation water, sanitary sewer, stormwater, telecommunications, and other electrical service lines) across, over, or under the Easement Area, provided that Grantor shall obtain VPC's prior written consent before commencing any such installation. VPC's consent shall not be unreasonably withheld, conditioned, or delayed, provided that any such crossing or installation: (a) is designed and installed so as not to interfere with the safe and reliable operation of the Substation or any Improvements; (b) complies with all minimum clearance, depth, and separation requirements specified by VPC in writing; (c) is installed in a manner that will not compromise the integrity of the grounding grid, foundations, or drainage systems within the Easement Area; and (d) includes provisions for future access and maintenance that do not require disturbance of VPC's Improvements without VPC's prior written approval. VPC shall specify its clearance and separation requirements in writing within fifteen (15) business days of receiving Grantor's request for consent.
ARTICLE 8 — INSURANCE AND INDEMNIFICATION
Section 8.1 — VPC's Insurance Obligations. VPC shall maintain, or shall cause its contractors and subcontractors to maintain during the period of construction, the following insurance coverages:
(a) Commercial General Liability Insurance. Commercial general liability insurance, including coverage for bodily injury, personal injury, property damage, and contractual liability, with a combined single limit of not less than Five Million Dollars ($5,000,000) per occurrence and Ten Million Dollars ($10,000,000) in the annual aggregate.
(b) Workers' Compensation Insurance. Workers' compensation insurance as required by the laws of the Commonwealth of Virginia, with statutory limits, and employer's liability insurance with limits of not less than One Million Dollars ($1,000,000) per accident, One Million Dollars ($1,000,000) for disease per employee, and One Million Dollars ($1,000,000) for disease in the aggregate.
(c) Property Insurance. Property insurance covering the Substation and all Improvements within the Easement Area against loss or damage by fire, lightning, windstorm, and other perils customarily covered by "all risk" or "special form" property insurance policies, in an amount not less than the full replacement cost of the Substation and Improvements.
Grantor (Stonebridge Campus Holdings LLC) and Ironhaven Data Centers LLC shall be named as additional insureds on VPC's commercial general liability insurance policy with respect to VPC's activities within the Easement Area and the Temporary Construction Area. VPC shall deliver to Grantor certificates of insurance evidencing the coverages required by this Section 8.1 prior to commencing construction and annually thereafter, and shall provide Grantor not less than thirty (30) days' advance written notice of any cancellation, non-renewal, or material modification of such coverages.
Section 8.2 — VPC's Indemnification. VPC shall indemnify, defend, and hold harmless Grantor and its members, managers, officers, directors, employees, agents, affiliates (including without limitation Ironhaven Data Centers LLC, RCP Digital Holdings LLC, and Ridgeline Capital Partners Fund IV, LP), successors, and assigns (collectively, the "Grantor Indemnified Parties") from and against any and all claims, demands, actions, suits, proceedings, judgments, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to:
(a) VPC's construction, installation, operation, maintenance, repair, replacement, or removal of the Substation or any Improvements within the Easement Area or the Temporary Construction Area;
(b) VPC's use of the Easement Area, the Temporary Construction Area, or the designated access routes on the Meridian Parcel;
(c) Any release, discharge, spill, or emission of Hazardous Materials by VPC, its employees, agents, contractors, or subcontractors within or from the Easement Area; or
(d) Any personal injury, death, or property damage occurring within the Easement Area or the Temporary Construction Area to the extent caused by the acts, omissions, or negligence of VPC or its employees, agents, contractors, or subcontractors;
except to the extent such claims, damages, or losses are caused by the gross negligence or willful misconduct of Grantor or any Grantor Indemnified Party or their respective agents or employees. VPC's indemnification obligations under this Section 8.2 shall survive the termination or expiration of this Agreement.
Section 8.3 — Grantor's Indemnification. Grantor shall indemnify, defend, and hold harmless VPC, its officers, directors, employees, agents, and representatives (collectively, the "VPC Indemnified Parties") from and against any and all claims, demands, actions, suits, proceedings, judgments, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to Grantor's activities on the Meridian Parcel to the extent causing damage or injury to VPC's Improvements within the Easement Area or to VPC's employees, agents, or contractors while present within the Easement Area, except to the extent such claims, damages, or losses are caused by the negligence or willful misconduct of VPC or any VPC Indemnified Party or their respective agents or employees. Grantor's indemnification obligations under this Section 8.3 shall survive the termination or expiration of this Agreement.
Section 8.4 — Waiver of Subrogation. Each party hereby waives, and shall cause its insurers to waive, any and all rights of subrogation against the other party and its officers, directors, employees, agents, and affiliates with respect to any loss or damage covered (or required to be covered) by insurance maintained by the waiving party under this Agreement. Each party shall cause its insurance policies to contain an endorsement reflecting such waiver of subrogation.
ARTICLE 9 — TERM AND TERMINATION
Section 9.1 — Term. The easement granted under this Agreement is perpetual in duration and shall run with the land comprising the Meridian Parcel, subject to the termination provisions set forth in this Article 9. The easement shall not terminate upon the expiration or termination of the LLSA or the Line Extension Funding Agreement, provided that VPC continues to use the Substation for the provision of utility service to the Campus, to other customers of VPC in the area, or for any other lawful utility purpose.
Section 9.2 — Termination by Mutual Agreement. The easement granted under this Agreement may be terminated at any time by written agreement of Grantor and VPC, which agreement shall be executed by both parties and recorded in the land records of the Clerk of the Circuit Court of Loudoun County, Virginia. No termination by mutual agreement shall be effective until such recording has occurred.
Section 9.3 — Termination upon Abandonment. If VPC ceases to use the Substation for the provision of utility service for a continuous period of thirty-six (36) consecutive months (the "Abandonment Period"), and VPC fails to resume use of the Substation within one hundred eighty (180) days after receipt of written notice from Grantor stating that Grantor believes VPC has abandoned the Substation and requesting that VPC resume operations or confirm abandonment, then the easement granted under this Agreement shall terminate automatically upon the expiration of such 180-day notice period. For purposes of this Section, "use" shall include active operation of the Substation for utility service, as well as the performance of maintenance, repair, upgrading, or reconstruction activities on the Substation during the relevant period. Upon termination due to abandonment, VPC shall remove all Improvements from the Easement Area and restore the Easement Area to substantially its pre-construction condition within twelve (12) months following the date of termination, in accordance with Section 9.4.
Section 9.4 — Effect of Termination on Ownership. Upon termination of this Agreement for any reason, VPC shall have a period of twelve (12) months from the effective date of termination to remove all of its Improvements from the Easement Area at VPC's sole cost and expense. VPC shall restore the Easement Area to substantially its pre-construction condition, including removal of all equipment, structures, foundations (to a depth of not less than three (3) feet below final grade), fencing, and debris, and regrading and stabilization of the site. Any Improvements not removed by VPC within twelve (12) months of termination shall, at Grantor's sole election exercised by written notice to VPC: (a) become the property of Grantor, free and clear of any claim of VPC; or (b) be removed by Grantor at VPC's sole cost and expense, and VPC shall reimburse Grantor for all reasonable costs and expenses incurred in connection with such removal within thirty (30) days following Grantor's written demand therefor, accompanied by reasonable documentation of such costs.
ARTICLE 10 — SUBORDINATION AND LENDER PROVISIONS
Section 10.1 — Subordination to Deed of Trust. This Easement Agreement and the easement rights granted herein shall be subordinate to the Deed of Trust, Assignment of Leases and Rents, and Security Agreement (the "Deed of Trust") granted by Stonebridge Campus Holdings LLC, as grantor, in favor of Summit National Bank, N.A., as Administrative Agent for the benefit of the lenders party to the Construction Loan Agreement (Summit National Bank, N.A.: $180,000,000; Cascade Commercial Lending Corp.: $130,000,000; Harborview Trust Company: $80,000,000), securing the Three Hundred Ninety Million Dollar ($390,000,000) senior secured construction loan facility, as the same may be amended, restated, or supplemented from time to time. Provided, however, that VPC's easement rights under this Agreement shall survive any foreclosure, trustee's sale, or deed-in-lieu of foreclosure under the Deed of Trust, and the Administrative Agent (on behalf of the lenders under the Construction Loan Agreement) shall execute and deliver to VPC a Subordination, Non-Disturbance, and Attornment Agreement (an "SNDA") in form and substance reasonably acceptable to VPC, confirming that (i) the lenders shall not disturb VPC's rights under this Agreement so long as VPC is not in default hereunder, and (ii) VPC shall attorn to any successor owner of the Meridian Parcel following foreclosure or deed-in-lieu. Grantor shall use commercially reasonable efforts to cause the Administrative Agent to deliver the SNDA to VPC concurrently with or promptly following the execution of this Agreement.
Section 10.2 — Lender Consent. Grantor represents and warrants that it shall obtain the written consent of Summit National Bank, N.A., as Administrative Agent under the Construction Loan Agreement, to the grant of the easement set forth in this Agreement, or shall cause this easement to be designated a "Permitted Exception" or "Permitted Encumbrance" under the Construction Loan Documents and the Deed of Trust, such that the existence of this easement shall not constitute a default or event of default under the Construction Loan Documents. VPC acknowledges that the Deed of Trust constitutes a lien and encumbrance on the Meridian Parcel and that the lenders' security interest in the Meridian Parcel is not impaired by this easement, subject to VPC's receipt of the SNDA described in Section 10.1.
Section 10.3 — Estoppel Certificates. Each party agrees, within twenty (20) business days following written request from the other party (or from any lender, prospective lender, purchaser, or transferee of the requesting party), to execute and deliver an estoppel certificate in form reasonably acceptable to the requesting party, certifying as to the following: (a) this Agreement is in full force and effect and has not been amended (or specifying any amendments); (b) the certifying party has no knowledge of any default by the other party under this Agreement (or specifying any known defaults); (c) the easement granted herein has not been terminated; and (d) such other customary matters as may be reasonably requested. A party's failure to deliver an estoppel certificate within the required time period shall not be deemed an admission of any default or give rise to any right of termination.
ARTICLE 11 — CONDEMNATION
Section 11.1 — Total Condemnation of Easement Area. In the event that all of the Easement Area is taken by eminent domain, condemnation, or any other exercise of the power of eminent domain by any governmental authority (a "Total Taking"), this Agreement shall terminate as of the date of such Total Taking, and VPC shall be entitled to receive, out of the total condemnation award or settlement, a portion attributable to: (a) the fair market value of VPC's Improvements (including the Substation and all associated equipment, structures, and facilities) located within the Easement Area; and (b) the value of VPC's easement rights under this Agreement, including any damages for loss of use. Grantor shall be entitled to the balance of the condemnation award attributable to the value of the underlying fee interest in the land and any other interests of Grantor in the Easement Area not allocated to VPC under this Section.
Section 11.2 — Partial Condemnation. In the event that only a portion of the Easement Area is taken by eminent domain or condemnation (a "Partial Taking"), this Agreement shall continue in full force and effect as to the remaining portion of the Easement Area, and VPC and Grantor shall cooperate in good faith to relocate any Improvements affected by the Partial Taking to the remaining portion of the Easement Area or to an alternative location on the Meridian Parcel acceptable to both parties, if feasible. The costs of any such relocation shall be allocated between the parties in a manner consistent with the allocation of the condemnation award. If the remaining portion of the Easement Area, after the Partial Taking, is insufficient to permit VPC to operate the Substation in a safe and reliable manner, VPC may, at its option, treat the Partial Taking as a Total Taking for purposes of this Agreement.
Section 11.3 — Separate Claims. Each party shall have the right to appear in any condemnation proceeding and to file and prosecute its own claim for compensation or damages for its respective interests in the Easement Area. Neither party shall be entitled to any portion of the condemnation award or settlement allocated to the other party's interests as described in this Article 11.
ARTICLE 12 — ASSIGNMENT AND TRANSFER
Section 12.1 — VPC's Assignment. VPC may, without the prior consent of Grantor, assign, transfer, or convey its rights and obligations under this Agreement to: (a) any successor electric cooperative or utility providing electric service in the area served by VPC; (b) any entity acquiring the Substation or VPC's interest in the Improvements from VPC; or (c) any affiliate or subsidiary of VPC. VPC shall provide Grantor with written notice of any such assignment within thirty (30) days following the effective date of the assignment, together with the name and address of the assignee and evidence that the assignee has assumed VPC's obligations under this Agreement. Any assignment by VPC to a party other than those described in clauses (a), (b), or (c) above shall require the prior written consent of Grantor, which consent shall not be unreasonably withheld, conditioned, or delayed. No assignment by VPC shall relieve VPC of its obligations under this Agreement unless the assignee expressly assumes such obligations in writing and Grantor consents to such release, which consent shall not be unreasonably withheld.
Section 12.2 — Grantor's Transfer. The easement granted under this Agreement runs with the land and is binding upon Grantor and all successors, assigns, heirs, and transferees of Grantor as fee simple owner of the Meridian Parcel. In the event of any sale, transfer, conveyance, or other disposition of the Meridian Parcel (or any portion thereof that encompasses or includes all or part of the Easement Area), Grantor shall ensure that any such transferee takes the Meridian Parcel subject to this Agreement and all of the easement rights granted herein, and Grantor shall include a reference to this Agreement (by recording information) in the deed or other instrument of conveyance. The grant of this easement shall not be affected by any change of control of Grantor, Ironhaven Data Centers LLC, or any upstream owner or equity holder of Grantor, and the easement shall continue to burden the Meridian Parcel regardless of any changes in the ownership or control of the entity holding title to the Meridian Parcel.
ARTICLE 13 — DEFAULT AND REMEDIES
Section 13.1 — Events of Default. An "Event of Default" under this Agreement shall mean the failure by either party to perform any material obligation required to be performed by such party under this Agreement, which failure continues for a period of thirty (30) days after written notice thereof from the non-defaulting party to the defaulting party specifying the nature of the default in reasonable detail. Provided, however, that if such default is of a nature that cannot reasonably be cured within thirty (30) days, the defaulting party shall not be deemed in default if the defaulting party commences the cure of such default within the thirty (30)-day notice period and thereafter diligently and continuously prosecutes such cure to completion within a reasonable time, but in no event longer than one hundred twenty (120) days from the date of the non-defaulting party's notice.
Section 13.2 — Remedies. Upon the occurrence of an Event of Default that is continuing beyond the applicable cure period, the non-defaulting party shall have the following remedies:
(a) Specific Performance. The non-defaulting party shall be entitled to seek and obtain specific performance of the defaulting party's obligations under this Agreement. The parties acknowledge and agree that monetary damages may be inadequate to compensate the non-defaulting party for a breach of this Agreement and that specific performance is an appropriate and available remedy.
(b) Injunctive Relief. The non-defaulting party shall be entitled to seek and obtain temporary, preliminary, or permanent injunctive relief to restrain or prevent any actual or threatened breach of this Agreement, without the necessity of posting a bond or proving actual damages.
(c) Damages. The non-defaulting party shall be entitled to recover its actual damages resulting from the Event of Default, subject to the limitation on liability set forth in Section 13.3.
(d) Attorneys' Fees. In any action or proceeding arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees, court costs, expert witness fees, and other litigation expenses from the non-prevailing party.
The remedies set forth in this Section 13.2 are cumulative and not exclusive and are in addition to any other remedies available to the non-defaulting party at law or in equity.
Section 13.3 — Limitation on Liability. Notwithstanding anything to the contrary in this Agreement, neither party shall be liable to the other party for any consequential, incidental, indirect, special, or punitive damages arising out of or in connection with this Agreement or any breach hereof, regardless of whether such damages are based on contract, tort, strict liability, or any other theory, except in cases of willful misconduct by the party from whom such damages are sought. Nothing in this Section 13.3 shall limit either party's indemnification obligations under Article 8 with respect to third-party claims.
ARTICLE 14 — REPRESENTATIONS AND WARRANTIES
Section 14.1 — Grantor's Representations. Grantor hereby represents and warrants to VPC as follows, as of the date of this Agreement (or, with respect to clauses (a) and (b), as of the date of Grantor's formation as a Virginia limited liability company, if later):
(a) Organization and Existence. Grantor is, or upon its formation will be, duly organized, validly existing, and in good standing as a limited liability company under the laws of the Commonwealth of Virginia.
(b) Power and Authority. Grantor has, or upon its formation will have, full power, authority, and legal right to execute and deliver this Agreement, to perform its obligations hereunder, and to grant the easement described herein, and the execution, delivery, and performance of this Agreement have been duly authorized by all necessary action on the part of Grantor and its sole member, Ironhaven Data Centers LLC.
(c) No Conflicts. The execution, delivery, and performance of this Agreement by Grantor does not and will not (i) violate any provision of Grantor's articles of organization, operating agreement, or other organizational documents, (ii) constitute a default under, or result in a breach of, any material agreement or instrument to which Grantor is a party or by which Grantor or the Meridian Parcel is bound, subject to the receipt of lender consent as described in Section 10.2, or (iii) violate any applicable law, rule, regulation, judgment, order, or decree.
(d) Title and Encumbrances. The Meridian Parcel is, or upon Grantor's acquisition will be, free and clear of all liens, encumbrances, restrictions, and claims of any kind whatsoever, except for the Permitted Exceptions and the Deed of Trust.
(e) Environmental Disclosure. Grantor has disclosed to VPC all environmental conditions on or affecting the Meridian Parcel that are known to Grantor as of the date hereof, including without limitation the results and findings of the Phase I Environmental Site Assessment conducted by Pendleton Environmental Associates, Inc. (led by Dr. Renata Volkov), and Grantor is not aware of any environmental contamination, release, or disposal of Hazardous Materials on the Meridian Parcel that has not been disclosed to VPC.
Section 14.2 — VPC's Representations. VPC hereby represents and warrants to Grantor as follows, as of the date of this Agreement:
(a) Organization and Existence. VPC is duly organized, validly existing, and in good standing as an electric cooperative under the laws of the Commonwealth of Virginia, including the Virginia Electric Cooperative Act (Code of Virginia § 56-209 et seq.).
(b) Power and Authority. VPC has full power, authority, and legal right to execute and deliver this Agreement and to perform its obligations hereunder, and the execution, delivery, and performance of this Agreement have been duly authorized by all necessary action on the part of VPC, including approval by VPC's board of directors to the extent required by VPC's bylaws and applicable law.
(c) Compliance with Laws. VPC will construct, install, and operate the Substation and all Improvements in compliance with all applicable federal, state, and local laws, codes, ordinances, rules, regulations, and orders, including without limitation the National Electrical Safety Code (NESC), the applicable provisions of the National Electrical Code (NEC), Virginia Department of Environmental Quality regulations, and all requirements of the Virginia State Corporation Commission.
ARTICLE 15 — MISCELLANEOUS
Section 15.1 — Governing Law. This Agreement shall be governed by, construed in accordance with, and enforced under the laws of the Commonwealth of Virginia, without regard to its principles of conflict of laws. Any action or proceeding arising out of or relating to this Agreement shall be brought in the Circuit Court of Loudoun County, Virginia, or, if federal jurisdiction exists, the United States District Court for the Eastern District of Virginia, Alexandria Division, and each party hereby consents to the exclusive jurisdiction of such courts.
Section 15.2 — Recordation. This Agreement shall be recorded in the land records of the Clerk of the Circuit Court of Loudoun County, Virginia, promptly following execution and delivery by both parties. All recording fees, transfer taxes (if any), and costs associated with the recordation of this Agreement shall be borne by Grantor. Upon recordation, this Agreement shall constitute notice to all persons of VPC's easement rights over the Easement Area and the Meridian Parcel as described herein.
Section 15.3 — Notices. All notices, requests, demands, consents, approvals, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed duly given and effective: (a) upon delivery, if delivered by hand; (b) on the next business day after deposit with a nationally recognized overnight courier service, prepaid, for next-business-day delivery; or (c) on the third (3rd) business day following deposit in the United States mail, certified mail, return receipt requested, postage prepaid, in each case addressed to the parties at the following addresses (or at such other address as a party may designate by written notice to the other party in accordance with this Section):
If to Grantor:
Stonebridge Campus Holdings LLC c/o Ironhaven Data Centers LLC 44680 Prentice Drive, Suite 200 Ashburn, Virginia 20147
Attention: Leonard Castellano, EVP Development
With a copy to (which shall not constitute notice):
Calderwood & Harkness LLP 1900 K Street NW, Suite 800 Washington, DC 20006
Attention: Douglas Fairchild
If to Grantee (VPC):
Vantage Power Cooperative 601 Sycolin Road SE Leesburg, Virginia 20175
Attention: General Manager
With a copy to (which shall not constitute notice):
________________________________________
________________________________________
________________________________________
Attention: ________
Section 15.4 — Amendments. This Agreement may not be amended, modified, supplemented, or restated except by a written instrument duly executed by both Grantor and VPC (or their respective succes