Contract analysis

ARTICLE I — DEFINITIONS AND INTERPRETATION

Section 1.1 — Definitions 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 organized and existing under the laws of the United States of America, with its principal offices for purposes of this Agreement located at 1275 Avenue of Commerce, 12th Floor, McLean, Virginia 22102, acting in its cap

Section 1.2 — Rules of Interpretation Unless the context otherwise requires, the following rules of interpretation shall apply to this Agreement and each of the other Loan Documents: (a) All references to Articles, Sections, Schedules, and Exhibits are to Articles, Sections, Schedules, and Exhibits of this Agreement unless otherwise specified. (b) The words "hereof," "herein," "hereunder," and words of similar import

Section 1.3 — Accounting Terms All accounting terms not specifically or completely defined herein shall be interpreted, and all financial data required to be submitted pursuant to this Agreement shall be prepared, in accordance with GAAP as in effect from time to time, consistently applied. If any change in GAAP after the date hereof results in a change in the computation of any financial covenant, standard, or term

Section 2.1 — Commitments (a) Subject to the terms and conditions set forth herein, each Lender severally (and not jointly) agrees to make Advances to the Borrower during the Draw Period in an aggregate principal amount not to exceed such Lender's Commitment, as follows: (b) The obligation of each Lender to make Advances is a several obligation, and no Lender shall be responsible for the failure of any other Lender t

Section 2.2 — Note (a) The Loan shall be evidenced by a single Promissory Note substantially in the form of Exhibit A attached hereto (the "Note"), in the principal amount of Three Hundred Ninety Million and No/100 Dollars ($390,000,000), executed by the Borrower and payable to the order of the Administrative Agent, for the ratable benefit of the Lenders. (b) The Note shall bear interest at the rate set forth in Sect

Section 2.3 — Interest Rate (a) Base Rate. The Loan shall bear interest at a per annum rate equal to Term SOFR for one-month interest periods, as published by CME Group Benchmark Administration Limited (or a successor administrator acceptable to the Administrative Agent), plus the Applicable Margin. (b) SOFR Floor. In no event shall Term SOFR for any interest period be deemed to be less than zero and 50/100 percent (

Section 2.4 — Fees (a) Arrangement Fee. The Borrower shall pay to the Administrative Agent, for the pro rata account of the Lenders, an arrangement fee in an amount equal to one percent (1.00%) of the Total Commitments, which equals Three Million Nine Hundred Thousand and No/100 Dollars ($3,900,000) ($390,000,000 × 1.00% = $3,900,000). The Arrangement Fee shall be fully earned and non-refundable upon payment and shal

Section 2.5 — Advances / Draw Procedures (a) Draw Requests. The Borrower shall deliver a Draw Request to the Administrative Agent not less than five (5) Business Days prior to the requested Advance date. Each Draw Request shall be substantially in the form of Exhibit B attached hereto and shall be accompanied by the following: (i) the amount of the requested Advance; (ii) a detailed description of the purpose of the

Section 2.6 — Equity Contribution Requirements (a) Minimum Equity Contribution. The Minimum Equity Contribution of Fifty-Two Million Five Hundred Thousand and No/100 Dollars ($52,500,000), representing twenty-five percent (25%) of the total Equity Contribution of Two Hundred Ten Million and No/100 Dollars ($210,000,000), must be funded by the Borrower and verified by the Administrative Agent prior to the first Advanc

Section 2.7 — Repayment / Amortization (a) Interest-Only. During the Draw Period and any extension period, the Loan shall be interest-only, with accrued interest payable monthly in arrears as set forth in Section 2.3(g). (b) Maturity. All outstanding principal, together with all accrued and unpaid interest, fees, and all other amounts due and payable under the Loan Documents, shall be due and payable in full on the M

Section 2.8 — Prepayment (a) Voluntary Prepayment. The Borrower may prepay the Loan in whole or in part at any time upon not less than ten (10) Business Days' prior written notice to the Administrative Agent, without premium or penalty, except that the Borrower shall be responsible for any breakage costs, if any, resulting from the prepayment of a SOFR-based borrowing on a date other than the last day of the applicab

Section 2.9 — Extension Option (a) Extension. The Borrower shall have the option (the "Extension Option") to extend the Maturity Date for one (1) additional period of twelve (12) months (the "Extended Maturity Date"), subject to the satisfaction of each of the following conditions precedent: (i) No Default. No Default or Event of Default shall exist as of the date of the Borrower's extension request or as of the date

Section 2.10 — Payments Generally (a) All payments of principal, interest, fees, and other amounts due under this Agreement shall be made in United States Dollars and in immediately available funds, without setoff, counterclaim, deduction, or withholding (except as required by law). (b) All payments shall be made to the Administrative Agent at its office at 1275 Avenue of Commerce, 12th Floor, McLean, Virginia 22102,

Section 3.1 — Collateral The Loan and all obligations of the Borrower under the Loan Documents are secured by the following Collateral: (a) Deed of Trust. A first-priority Deed of Trust, Assignment of Leases and Rents, and Security Agreement executed by the Borrower as grantor, in favor of a trustee to be named therein, for the benefit of the Administrative Agent and the Lenders, encumbering all of the Borrower's rig

Section 3.2 — Title Insurance The Borrower shall deliver to the Administrative Agent, on or prior to the Closing Date, a lender's title insurance policy (the "Lender's Title Policy") in the amount of Three Hundred Ninety Million and No/100 Dollars ($390,000,000), issued by Sovereign Title Insurance Company through Fidelitas Title & Escrow, Inc., insuring the first-priority lien of the Deed of Trust on the Property, s

Section 3.3 — Guaranties The Loan is further supported by the following guaranties: (a) Completion Guaranty. The Completion Guaranty executed by IHDC in favor of the Administrative Agent, for the benefit of the Lenders, pursuant to which IHDC guarantees the full and timely completion of the construction of the Project in accordance with the Plans and Specifications, the EPC Agreement, and the Approved Budget, free an

Section 3.4 — Insurance The Borrower shall obtain and maintain, or cause to be obtained and maintained, at all times during the term of the Loan, the following insurance coverages, each in form and substance and with insurers satisfactory to the Administrative Agent: (a) Builder's Risk Insurance. A builder's risk insurance policy (the "Builder's Risk Policy") in the amount of Four Hundred Twelve Million and No/100 Do