Contract analysis

ARTICLE 1 — DEFINITIONS AND INTERPRETATION

Section 1.1 — Definitions As used in this Agreement, the following terms shall have the meanings set forth below: "Advance" means each disbursement of Project Loan proceeds made by Agent on behalf of the Lenders to or for the account of Borrower pursuant to this Agreement. "Agent" means Ironclad National Bank, N.A., a national banking association, in its capacity as administrative agent for the Lenders under this Agr

Section 1.2 — Rules of Interpretation In this Agreement, unless the context otherwise requires: (a) Headings and captions are included for convenience of reference only and shall not be considered in interpreting or construing this Agreement. (b) The singular includes the plural and vice versa, and words importing one gender include the other genders. (c) The word "including" (and its correlatives, such as "include"

Section 1.3 — New York Lien Law Compliance (a) This Agreement constitutes a "project loan" and not a "building loan" within the meaning of Article 2 of the Lien Law of the State of New York. The Project Loan evidenced by this Agreement is made to finance costs and expenses of the Project that do not constitute costs of "improvement" as defined in Section 2(4) of the Lien Law. (b) No proceeds of the Project Loan shall

Section 1.4 — Relationship to Building Loan Agreement (a) The Project Loan and the Building Loan are separate obligations of Borrower, evidenced by separate promissory notes and secured by separate mortgages on the Property. Notwithstanding such separation, the Project Loan and the Building Loan are cross-defaulted, such that an Event of Default under the Building Loan Agreement shall constitute an Event of Default h

Section 2.1 — Project Loan Commitment (a) Subject to the terms and conditions of this Agreement, each Lender severally (and not jointly) agrees to make its Pro Rata Share of Advances of the Project Loan to Borrower, from time to time during the period from the Closing Date to the Maturity Date, in an aggregate principal amount not to exceed such Lender's Commitment as set forth on Schedule 2.1 attached hereto. The ag

Section 2.2 — Project Loan Note (a) The Project Loan shall be evidenced by one or more promissory notes (collectively, the "Project Loan Note") executed by Borrower and payable to the order of each Lender in the principal amount of such Lender's Commitment under this Agreement. Each Project Loan Note shall be substantially in the form of Exhibit B attached hereto. (b) Each Lender is hereby authorized to record on the

Section 2.3 — Purpose and Use of Proceeds (a) The proceeds of the Project Loan shall be used solely for the following purposes, as itemized in the Project Budget attached hereto as Exhibit A, and for no other purpose: (i) Land acquisition costs, including costs associated with the acquisition of the leasehold interest under the Ground Lease, allocated at One Hundred Eighty-Five Million Dollars ($185,000,000); (ii) In

Section 2.4 — Interest Rate (a) Rate. The outstanding principal balance of the Project Loan shall bear interest at a rate per annum equal to Term SOFR (determined for Interest Periods of one (1) month, unless Borrower shall have elected, with Agent's prior written approval, Interest Periods of three (3) months) plus four and one-quarter percent (4.25%) per annum (425 basis points). The Interest Rate shall be reset on

Section 2.5 — Term; Maturity Date (a) The initial term of the Project Loan shall be four (4) years from the Closing Date, commencing on June 15, 2025 and maturing on June 15, 2029 (the "Initial Maturity Date"), unless earlier terminated or accelerated in accordance with the terms hereof or extended pursuant to Section 2.6. (b) Subject to Section 2.6, all outstanding principal, accrued and unpaid interest, fees, and a

Section 2.6 — Extension Options Borrower shall have the right to extend the Maturity Date for two (2) successive periods of one (1) year each, subject to the satisfaction of all of the following conditions precedent with respect to each such extension: First Extension (extending the Initial Maturity Date from June 15, 2029 to June 15, 2030): (a) No Event of Default or Potential Default shall exist as of the date of t

Section 2.7 — Origination Fee (a) Borrower shall pay to Agent, for the pro rata benefit of the Lenders, an origination fee in the aggregate amount of Four Million Seven Hundred Fifty Thousand Dollars ($4,750,000), which represents one percent (1.00%) of the aggregate Four Hundred Seventy-Five Million Dollar ($475,000,000) Senior Mortgage Loan. The Origination Fee shall be allocated between the Building Loan and the P

Section 2.8 — Exit Fee (a) Upon any prepayment (whether voluntary or mandatory, in whole or in part) or repayment at the Maturity Date of any portion of the outstanding principal balance of the Combined Loan, Borrower shall pay to Agent, for the pro rata benefit of the Lenders, an exit fee equal to twenty-five one-hundredths of one percent (0.25%) of the outstanding principal balance being repaid or prepaid. The Exit

ARTICLE 3 — ADVANCES AND DISBURSEMENTS

Section 3.1 — Advance Procedures (a) Borrower shall submit a written draw request to Agent (substantially in the form of Exhibit C attached hereto) not less than ten (10) Business Days prior to the date on which Borrower requests that the Advance be made. (b) Each draw request shall specify: (i) the aggregate amount of the requested Advance; (ii) the specific line items from the Project Budget to which the requested

Section 3.2 — Conditions to Initial Advance Agent and the Lenders shall have no obligation to make the initial Advance unless Agent shall have received, in form and substance satisfactory to Agent and its counsel, Clearfield & Associates LLP, each of the following: (a) Fully executed counterparts of this Agreement, the Building Loan Agreement, and all other Loan Documents, each duly authorized, executed, and delivere

Section 3.3 — Conditions to Subsequent Advances In addition to the conditions set forth in Section 3.2 (which must remain satisfied on a continuing basis), each subsequent Advance shall be subject to satisfaction of the following conditions: (a) All representations and warranties made by Borrower in this Agreement and the other Loan Documents shall be true and correct in all material respects as of the date of such A