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. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the other Loan Documents. "Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with such Person. For purposes of this defi

Section 1.2 — Rules of Interpretation (a) The headings and captions contained in this Agreement are for convenience of reference only and shall not be used in the interpretation or construction of this Agreement. (b) Whenever the context requires, the singular shall include the plural and the plural shall include the singular, and each gender shall include every other gender. (c) References herein to "include," "incl

Section 2.1 — Loan Amount and Disbursement (a) Agreement to Lend. Subject to and upon the terms and conditions set forth in this Agreement, Lender agrees to make a loan to Borrower in the principal amount of One Hundred Sixty Million and No/100 Dollars ($160,000,000.00). (b) Single Advance. The Loan shall be advanced in a single disbursement on the Closing Date. The proceeds of the Loan shall be disbursed by Lender v

Section 2.2 — The Note The Loan shall be evidenced by the Note, in the form attached hereto as Exhibit B, which Note shall be duly executed and delivered by Borrower to Lender on the Closing Date. The Note shall be in the principal amount of One Hundred Sixty Million and No/100 Dollars ($160,000,000.00), shall bear interest at the Interest Rate, and shall provide for payments of principal and interest as set forth in

Section 2.3 — Interest Rate; Interest Computation (a) Interest Rate. The outstanding principal balance of the Loan shall bear interest at a fixed rate of five and 35/100 percent (5.35%) per annum (the "Interest Rate") for the entire term of the Loan, including any Extension Term. (b) Interest Computation. Interest on the Loan shall be computed on the basis of a three hundred sixty (360)-day year and the actual number

Section 2.4 — Payments; Amortization (a) Payment Dates. Monthly payments of Debt Service shall be due and payable on the first (1st) Business Day of each calendar month (each, a "Payment Date"), commencing on the first such day following the Closing Date. (b) Interest-Only Period. During the period from the Closing Date through and including the Payment Date immediately preceding the Amortization Commencement Date (t

Section 2.5 — Prepayment (a) Lockout Period. The Loan may not be voluntarily prepaid, in whole or in part, during the first two (2) Loan Years (the "Lockout Period"). Any prepayment made during the Lockout Period (other than mandatory prepayments resulting from casualty or condemnation as provided in Article VI) shall be void and of no effect, and Lender shall have no obligation to accept or apply any such prepayment

Section 2.6 — Extension Options (a) Extension Options. Borrower shall have two (2) successive options (each, an "Extension Option") to extend the Maturity Date by one (1) year each (each, an "Extension Term"), upon satisfaction of all of the following conditions with respect to each such Extension Option: (i) No Event of Default or Default shall exist at the time of exercise of the Extension Option or on the commence

Section 2.7 — Exit Fee Upon repayment of the Loan in full (whether at the Maturity Date, upon prepayment, or upon acceleration following an Event of Default), Borrower shall pay to Lender the Exit Fee, which shall be equal to zero and 25/100 percent (0.25%) of the outstanding principal balance of the Loan immediately prior to such repayment. The Exit Fee shall be fully earned by Lender and shall not be subject to ref

Section 2.8 — Taxes on Payments (a) All payments by Borrower under this Agreement and the other Loan Documents shall be made free and clear of, and without deduction or withholding for, any taxes, duties, levies, imposts, assessments, or other charges of any kind, except as required by applicable law. (b) If Borrower is required by applicable law to deduct or withhold any taxes from any payment under the Loan Documen

ARTICLE III — CONDITIONS PRECEDENT TO CLOSING

Section 3.1 — Conditions to Lender's Obligation to Fund The obligation of Lender to advance the Loan on the Closing Date is subject to the prior satisfaction (or written waiver by Lender in its sole discretion) of each of the following conditions precedent on or before the Closing Date: (a) Loan Documents. Borrower and Guarantor shall have duly executed and delivered to Lender all Loan Documents required to be execut

Section 3.2 — Conditions to Borrower's Obligation to Close The obligation of Borrower to close the Loan on the Closing Date is subject to the satisfaction of each of the following conditions precedent on or before the Closing Date: (a) Execution by Lender. Lender shall have duly executed and delivered to Borrower (or to the Escrow Agent for the benefit of Borrower) all Loan Documents required to be executed by Lender

ARTICLE IV — REPRESENTATIONS AND WARRANTIES

Section 4.1 — Representations and Warranties of Borrower Borrower hereby represents and warrants to Lender as of the Closing Date and, except as otherwise expressly provided herein, as of each Payment Date during the term of the Loan, as follows: (a) Organization and Good Standing. Borrower is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Florida, wi