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Insurance Company; Guaranty, dated [___________], 2026, by Vitus Group, LLC to the Bridge Lender;
Guaranty Affidavit; Blocked Account Control Agreement, dated as of [___________], 2026, between the
Borrower and the Bridge Lender; Developer Fee Subordination Agreement, dated [_____________], 2026,
by and among Vitus Development III, LLC, the Borrower, and the Bridge Lender.
“Business Day” means a day of the week, other than a Saturday or a Sunday, on which commercial
banks located in the city in which the principal corporate trust office of the Trustee is located are not
required or authorized to remain closed.
“Cash Flow Projection” means a cash flow projection prepared by an Independent firm of certified
public accountants, a financial advisory firm, a law firm or other independent third party qualified and
experienced in the preparation of cash flow projections for structured finance transactions similar to the
Bonds, designated by the Borrower and acceptable to the Remarketing Agent and the Rating Agency,
establishing, to the satisfaction of the Remarketing Agent and the Rating Agency, the sufficiency of (a) the
amounts on deposit in the Special Funds; (b) projected investment income to accrue on amounts on deposit
in the Special Funds during the applicable period; and (c) any additional Available Money delivered to the
Trustee by or on behalf of the Borrower to pay Bond Debt Service Charges and the Additional Payments,
in each instance, when due and payable, including, but not limited to, any cash flow projection prepared in
connection with (1) the initial issuance and delivery of the Bonds, (2) a proposed remarketing of the Bonds,
as provided in Section 4.05 hereof, (3) a proposed optional redemption of the Bonds, as provided in
Section 4.01 hereof, and (4) the purchase, sale, or exchange of Eligible Investments or the release of
Available Money from the Interest Account of the Bond Fund as provided in Section 5.05 hereof.
“Closing Date” means July [_], 2026, which is the date of issuance of the Bonds.
“Code” means the Internal Revenue Code of 1986, as amended, and all applicable regulations
(whether proposed, temporary or final) under the Code and the statutory predecessor of the Code, and any
official rulings and judicial determinations under the foregoing applicable to the Bonds.
“Collateral Fund” means the Collateral Fund created pursuant to Section 5.01 hereof.
“Commonwealth” shall mean the Commonwealth of Virginia.
“Completion Date” means the date of substantial completion of the Project evidenced in accordance
with the requirements of Section 3.7 of the Loan Agreement.
“Construction Period” means the period between the beginning of the rehabilitation, renovation,
improvements, construction and equipping of the Project and the Completion Date.
“Continuing Disclosure Agreement” means the Continuing Disclosure Agreement, dated as of July
1, 2026, between the Borrower and the Dissemination Agent, as it may be amended from time to time.
“Contractual Obligation” means for any Person any obligation, covenant, or condition contained
in any evidence of Indebtedness or any agreement or instrument under or pursuant to which any evidence
of Indebtedness has been issued, or any other material agreement, instrument or guaranty, to which such
Person is a party or by which such Person or any of its assets or properties are bound.
“Costs of Issuance Fund” means the Costs of Issuance Fund created pursuant to Section 5.01
hereof.
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