Contract analysis

ARTICLE I — DEFINITIONS AND INTERPRETATION

Section 1.1 — Definitions As used in this Agreement, the following capitalized terms shall have the meanings set forth below. All other capitalized terms used in this Agreement that are not defined in this Section 1.1 shall have the meanings assigned to them elsewhere in this Agreement or in the other Loan Documents. "Advance" or "Draw" means each disbursement of Loan proceeds made by Lender to or for the benefit of

Section 1.2 — Rules of Interpretation For purposes of this Agreement and the other Loan Documents, unless the context otherwise requires: (a) The terms "herein," "hereof," "hereto," "hereunder," and similar terms refer to this Agreement as a whole and not to any particular section or provision hereof. The term "including" means "including, without limitation." (b) References to the singular include the plural, and re

Section 1.3 — Exhibits and Schedules The following Exhibits and Schedules are attached hereto and incorporated herein by reference and made a part of this Agreement as though fully set forth at length: • Exhibit A — Approved Project Budget • Exhibit B — Form of Draw Request • Exhibit C — Form of Compliance Certificate • Exhibit D — Permitted Exceptions • Exhibit E — Description of the Property (Legal Description) • E

Section 2.1 — Commitment; Maximum Loan Amount Subject to and upon the terms and conditions set forth in this Agreement, Lender hereby agrees to make the Loan to Borrower in a maximum aggregate principal amount not to exceed Forty-Five Million Dollars ($45,000,000.00) (the "Maximum Loan Amount" or "Commitment"). The Loan shall be evidenced by the Note. The proceeds of the Loan shall be advanced to Borrower during the

Section 2.2 — Equity Contribution; Equity-First Requirement (a) Equity Contribution. Prior to the submission by Borrower of the first Draw Request hereunder, Cobalt Ridge Capital Partners, LP shall have contributed the full Equity Contribution of Twelve Million Dollars ($12,000,000.00) (representing approximately 21.1% of the Total Project Cost) in immediately available funds into an escrow account established with a

Section 2.3 — Interest Rate — Construction Period (a) Construction Loan Interest Rate. During the Construction Period, the outstanding principal balance of the Loan shall bear interest at a variable rate per annum equal to SOFR (as determined on each Interest Determination Date) plus two hundred seventy-five basis points (2.75%) (the "Construction Loan Interest Rate"). (b) SOFR Floor. In no event shall SOFR be deemed

Section 2.4 — Interest Rate — Permanent Loan Period (a) Permanent Loan Interest Rate. From and after the Conversion Date, the outstanding principal balance of the Loan shall bear interest at a fixed rate per annum equal to the yield on the 5-Year U.S. Treasury Note (as published by the U.S. Department of the Treasury) as of the Conversion Date, plus two hundred twenty-five basis points (2.25%) (the "Permanent Loan In

Section 2.5 — Repayment and Amortization (a) Construction Period. During the Construction Period, the Loan shall be interest-only. No scheduled principal payments shall be required during the Construction Period, except as otherwise provided in connection with a prepayment under Section 2.6 or an acceleration under Article IX. (b) Permanent Loan Period. From and after the Conversion Date, the outstanding principal ba

Section 2.6 — Prepayment (a) Construction Period Prepayments. During the Construction Period, Borrower may prepay the outstanding principal balance of the Loan, in whole or in part, at any time, without premium, penalty, or other charge, upon not less than five (5) Business Days' prior written notice to Lender. (b) Permanent Loan Period Prepayments. During the Permanent Loan Period, the Loan may be prepaid, in whole

Section 2.7 — Fees (a) Origination Fee. Borrower shall pay to Lender an origination fee in the amount of seventy-five one-hundredths of one percent (0.75%) of the Maximum Loan Amount, equal to Three Hundred Thirty-Seven Thousand Five Hundred Dollars ($337,500.00) (the "Origination Fee"). The Origination Fee shall be fully earned as of the Closing Date and shall be due and payable on the Final Closing Date (March 29,

Section 2.8 — Conversion to Permanent Loan; Conversion Conditions (a) Conversion. Upon written request by Borrower delivered to Lender not less than thirty (30) days prior to the requested Conversion Date, and subject to the satisfaction (or written waiver by Lender in its sole discretion) of all Conversion Conditions set forth in subsection (b) below, the Loan shall convert from a construction loan to a permanent am

Section 2.9 — Extension of Construction Period (a) If Substantial Completion has not occurred by the Construction Period Expiration Date, Borrower may request a one-time extension of the Construction Period for an additional period of up to six (6) months (extending the Construction Period Expiration Date to March 29, 2026), by delivering written notice to Lender not less than thirty (30) days prior to the then-curre

Section 2.10 — Use of Proceeds The proceeds of the Loan shall be used by Borrower solely and exclusively for the costs of development and construction of the Project in accordance with the Approved Budget and the Plans and Specifications. No proceeds of the Loan shall be used for any purpose other than the Project, including, without limitation, for distributions to members, investments in other properties or busines

ARTICLE III — ADVANCES AND DISBURSEMENT PROCEDURES

Section 3.1 — Draw Requests (a) Frequency. Borrower may submit Draw Requests to Lender no more frequently than once per calendar month during the Construction Period. (b) Form. Each Draw Request shall be in the form attached hereto as Exhibit B, or in such other form as may be approved by Lender, and shall be signed by an authorized representative of Borrower. (c) Timing. Each Draw Request must be submitted to Lender

Section 3.2 — Independent Engineer Certification (a) Each Draw Request (other than Advances solely for Soft Costs, Interest Reserve, the Origination Fee, or other non-construction items) shall require an on-site inspection and written certification by the Independent Engineer (Whitmore & Associates, PC; James A. Whitmore, PE). (b) The Independent Engineer shall inspect the Project site and certify in writing to Lende

Section 3.3 — Retainage (a) Lender shall retain ten percent (10%) of each Advance attributable to Hard Costs under the Construction Contract (the "Retainage"). Retainage funds shall be held in a subaccount maintained by Lender or the Escrow Agent and shall not bear interest. (b) Retainage shall be released to the General Contractor (or to Borrower for payment to the General Contractor) upon satisfaction of all of the