Contract analysis

Section 1.1 — Defined Terms As used in this Assignment, 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 for the Lenders under the Loan Agreement, and its successors and assigns in such capacity. "Architect Agreement" means any agreement between the Borrower and any architect, e

Section 1.2 — Rules of Construction Capitalized terms used but not defined in this Assignment shall have the respective meanings given to such terms in the Loan Agreement. Unless the context otherwise requires: (a) references to "Sections," "Articles," and "Exhibits" are to the Sections, Articles, and Exhibits of this Assignment; (b) the words "herein," "hereof," "hereto," "hereunder," and words of similar import ref

Section 2.1 — Grant of Collateral Assignment As collateral security for the prompt and complete payment and performance of all Obligations, the Borrower hereby irrevocably assigns, transfers, and sets over to the Administrative Agent, for the benefit of the Administrative Agent and the Lenders, all of the Borrower's right, title, and interest in, to, and under the following (collectively, the "Assigned Interests"): (

Section 2.2 — Nature of Assignment; Security Interest This Assignment is made as collateral security only and shall not be construed as imposing on the Administrative Agent or any Lender any obligation, liability, or duty under any Assigned Contract, Governmental Approval, or Permit, or making the Administrative Agent or any Lender responsible or liable for any of the representations, warranties, covenants, or obliga

Section 2.3 — UCC Security Interest To the extent that any Assigned Contract, Governmental Approval, or any right, interest, or benefit arising thereunder constitutes personal property or a general intangible within the meaning of the Uniform Commercial Code as in effect in the Commonwealth of Virginia (the "UCC"), this Assignment shall also constitute a security agreement under Article 9 of the UCC, and the Borrower

ARTICLE 3 — REPRESENTATIONS AND WARRANTIES The Borrower hereby represents and warrants to the Administrative Agent and the Lenders as follows, as of the date hereof and as of the date of each advance under the Loan:

Section 3.1 — Organization and Authority The Borrower is a limited liability company duly organized, validly existing, and in good standing under the laws of the Commonwealth of Virginia, and has all requisite power and authority to own and operate the Property, to develop the Project, and to execute, deliver, and perform its obligations under this Assignment and each of the other Loan Documents to which it is a part

Section 3.2 — Enforceability of Assigned Contracts Each Assigned Contract is in full force and effect and constitutes a valid and binding obligation of the Borrower and, to the Borrower's knowledge, of each other party thereto, enforceable in accordance with its respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to gen

Section 3.3 — No Prior Assignment The Borrower has not previously assigned, transferred, pledged, hypothecated, or otherwise encumbered any of its right, title, or interest in or to any Assigned Contract or Governmental Approval, except as disclosed to the Administrative Agent in writing prior to the date hereof. No Assigned Contract or Governmental Approval is subject to any lien, security interest, or encumbrance o

Section 3.4 — Consents All consents, approvals, and authorizations required for the execution and delivery of this Assignment and the collateral assignment of the Assigned Contracts hereunder have been obtained or will be obtained prior to the initial advance under the Loan, including, without limitation, any consent required under the EPC Agreement. The Borrower specifically acknowledges that the EPC Agreement conta

Section 3.5 — Governmental Approvals The Borrower has obtained or will obtain prior to the commencement of the applicable phase of construction all Governmental Approvals necessary for the development, construction, and operation of the Project as contemplated by the Loan Agreement. Without limiting the generality of the foregoing, the Borrower represents that: (a) the ZMOD Approval under Docket No. ZMOD-2025-0038 ha

Section 3.6 — Accuracy of Exhibits The contracts listed on Exhibit A and the Governmental Approvals listed on Exhibit B are true, correct, and complete in all material respects as of the date of this Assignment, and together represent all material contracts, agreements, and Governmental Approvals relating to the Project as of the date hereof. No material Assigned Contract or Governmental Approval has been omitted fro

Section 3.7 — Insurance All insurance required under the Assigned Contracts and the Loan Agreement is in full force and effect, with coverage amounts and terms meeting or exceeding the requirements set forth in the Loan Agreement and the applicable Assigned Contracts. Without limiting the foregoing, the Borrower represents and warrants that: (a) a builder's risk policy in the amount of Four Hundred Twelve Million Dol

ARTICLE 4 — COVENANTS The Borrower hereby covenants and agrees with the Administrative Agent and the Lenders as follows:

Section 4.1 — Performance of Assigned Contracts The Borrower shall duly and punctually perform and observe all of its obligations, covenants, and agreements under each Assigned Contract in accordance with the terms thereof and in a diligent and commercially reasonable manner. The Borrower shall not suffer or permit any default or event of default to occur under any Assigned Contract and shall take all actions necessa

Section 4.2 — No Modification, Termination, or Waiver Without Consent The Borrower shall not, without the prior written consent of the Administrative Agent (acting with requisite Lender approval under the Loan Agreement): (a) amend, modify, supplement, restate, or waive any material term or provision of any Assigned Contract (for purposes of this Section, the materiality threshold shall be as defined in and consisten

Section 4.3 — No Additional Assignment The Borrower shall not assign, transfer, pledge, hypothecate, encumber, or otherwise dispose of any Assigned Contract or Governmental Approval, or any right, title, or interest therein, to any person other than the Administrative Agent, without the prior written consent of the Administrative Agent. Any purported assignment, transfer, pledge, hypothecation, encumbrance, or dispos

Section 4.4 — Delivery of Copies The Borrower shall promptly deliver to the Administrative Agent true, correct, and complete copies of all Assigned Contracts (including all amendments, modifications, change orders, supplements, addenda, and side letters), all Governmental Approvals, and all correspondence and notices received or given in connection therewith. In addition, the Borrower shall deliver to the Administrat

Section 4.5 — Notice of Default or Dispute The Borrower shall promptly (and in any event within five (5) business days) notify the Administrative Agent in writing of: (a) any default or alleged default by any party under any Assigned Contract, or any event that, with the giving of notice or the lapse of time, or both, would constitute a default under any Assigned Contract; (b) any material dispute, controversy, or cl

Section 4.6 — Maintenance of Governmental Approvals The Borrower shall maintain in full force and effect all Governmental Approvals necessary for the development, construction, and operation of the Project, and shall timely apply for and obtain all additional Governmental Approvals as required by applicable law or the Loan Agreement. The Borrower shall comply with all conditions, requirements, and restrictions of the

Section 4.7 — Further Assurances The Borrower shall, at its sole cost and expense, execute and deliver such additional instruments, documents, certificates, and agreements, and take such additional actions, as the Administrative Agent may from time to time reasonably request to evidence, perfect, maintain, or protect the Administrative Agent's interest in the Assigned Contracts, Governmental Approvals, and Permits, a

Section 4.8 — Change of Control The Borrower hereby incorporates by reference the change of control provisions set forth in the Loan Agreement. Without limiting the foregoing, any direct or indirect transfer, conveyance, assignment, pledge, or other disposition (whether voluntary or involuntary) of equity interests in the Borrower or the Guarantor resulting in Ridgeline Capital Partners Fund IV, LP (directly or indir

ARTICLE 5 — RIGHTS OF THE ADMINISTRATIVE AGENT

Section 5.1 — Right to Perform If the Borrower fails to perform any obligation under any Assigned Contract, or fails to maintain any Governmental Approval in full force and effect, the Administrative Agent may (but shall not be obligated to), after giving the Borrower not less than five (5) business days' prior written notice (or such shorter period as may be necessary to avoid the lapse, cancellation, or termination

Section 5.2 — Right to Enforce Upon Event of Default Upon the occurrence and during the continuance of an Event of Default under the Loan Agreement or this Assignment, the Administrative Agent shall have the right, in its sole discretion, to exercise any or all of the following rights and remedies: (a) to exercise, in the name of the Borrower or in the Administrative Agent's own name, all rights and remedies of the B

Section 5.3 — No Obligation to Assume Nothing in this Assignment shall be construed as obligating the Administrative Agent or any Lender to assume any Assigned Contract, or to perform any obligation of the Borrower thereunder, unless and until the Administrative Agent expressly elects to do so by written notice to the Borrower and the applicable counterparty. The Administrative Agent and the Lenders shall not, by rea

Section 5.4 — Notices to Counterparties The Administrative Agent shall have the right, at any time following the occurrence of an Event of Default, to send written notice to any counterparty under any Assigned Contract, notifying such counterparty of this Assignment and directing such counterparty to render future performance, payments, or communications to the Administrative Agent or its designee. The form of such n

Section 6.1 — Events of Default Each of the following shall constitute an "Event of Default" under this Assignment: (a) the occurrence of an "Event of Default" as defined in and under the Loan Agreement (which Events of Default are hereby incorporated herein by reference in their entirety), including, without limitation, the change of control mandatory prepayment trigger described in Section 4.8 hereof; (b) any repre

Section 7.1 — Remedies Upon Event of Default Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may, in its sole discretion, exercise any or all of the rights and remedies described in Article 5 of this Assignment, and any other remedies available to the Administrative Agent under the Loan Documents, at law, or in equity, all of which rights and remedies shall be cumulativ

Section 7.2 — Application of Proceeds All proceeds received by the Administrative Agent in connection with the exercise of its rights and remedies under this Assignment, including, without limitation, insurance proceeds, liquidated damages, damage payments, warranty payments, refunds, credits, and all other sums collected or received by the Administrative Agent, shall be applied in accordance with the order of priori

Section 7.3 — Cumulative Remedies All rights and remedies of the Administrative Agent under this Assignment are cumulative and not exclusive of any other rights or remedies provided under the Loan Agreement, any other Loan Document, at law, or in equity. No exercise of any right or remedy shall constitute a waiver of any other right or remedy, and no delay or failure to exercise any right or remedy shall constitute a

ARTICLE 8 — MISCELLANEOUS PROVISIONS

Section 8.1 — Governing Law This Assignment shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to its conflicts of law principles (other than Section 8.01-346.1 of the Code of Virginia) that would result in the application of the laws of any other jurisdiction. To the extent that the UCC is applicable, the laws of the Commonwealth of Virginia governing the U

Section 8.2 — Notices All notices, requests, demands, consents, approvals, and other communications required or permitted to be given under this Assignment shall be in writing and shall be delivered in accordance with the notice provisions of the Loan Agreement, to the following addresses (or to such other addresses as the parties may designate in writing from time to time): If to the Borrower: Stonebridge Campus Hol

Section 8.3 — Binding Effect; Successors and Assigns This Assignment shall be binding upon and inure to the benefit of the Borrower, the Administrative Agent, and the Lenders and their respective successors, transferees, and permitted assigns. The Borrower may not assign or transfer any of its rights or obligations under this Assignment without the prior written consent of the Administrative Agent. The Administrative

Section 8.4 — Severability If any provision of this Assignment is held to be invalid, illegal, or unenforceable by any court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions of this Assignment shall not be affected or impaired thereby, and such remaining provisions shall remain in full force and effect. To the extent permitted by applicable law, the parties hereby waiv

Section 8.5 — Amendments and Waivers No amendment, modification, supplement, or waiver of any provision of this Assignment shall be effective unless the same shall be in writing and signed by the Borrower and the Administrative Agent (acting with requisite Lender consent as required under the Loan Agreement). No waiver of any provision of this Assignment, and no consent to any departure therefrom, shall be effective

Section 8.6 — Termination and Release Upon the indefeasible payment in full of all Obligations (including all principal, interest, fees, costs, expenses, and other amounts owing under the Loan Documents) and the termination of all commitments of the Lenders under the Loan Agreement, this Assignment shall automatically terminate, and the Administrative Agent shall, at the Borrower's sole cost and expense, execute and

Section 8.7 — Counterparts; Electronic Execution This Assignment may be executed in any number of counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this Assignment by facsimile transmission, electronic mail in portable document format (.pdf), or by any other electronic means intended to preser

Section 8.8 — No Third-Party Beneficiaries This Assignment is solely for the benefit of the Borrower, the Administrative Agent, and the Lenders, and their respective successors and permitted assigns. No counterparty to any Assigned Contract, no governmental authority, and no other person or entity shall be deemed a third-party beneficiary of this Assignment or shall have any right to enforce any provision hereof.

Section 8.9 — Integration This Assignment, together with the Loan Agreement and the other Loan Documents, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, among the parties with respect to such subject matter. There are no warranties, representations, conditio

Section 8.10 — Conflict with Loan Agreement In the event of any conflict or inconsistency between the terms and provisions of this Assignment and the terms and provisions of the Loan Agreement, the terms and provisions of the Loan Agreement shall govern and control; provided, however, that the inclusion of additional rights, remedies, representations, warranties, or covenants in this Assignment that are not addressed