Contract analysis

Section 1. Promise to Pay; Principal Amount Maker hereby to pay to the order of Lender the principal sum of ONE HUNDRED SIXTY MILLION AND NO/100 DOLLARS ($160,000,000.00) (the "Principal"), together with interest thereon as hereinafter provided, in lawful money of the United States of America, at the times and in the manner set forth in this Note. All amounts payable hereunder shall be paid in immediately available f

Section 2. Interest Rate 2.1 Fixed Interest Rate. The outstanding principal balance of this Note shall bear interest at a fixed rate of five and thirty-five hundredths percent (5.35%) per annum (the "Interest Rate"). Interest shall be calculated on the basis of a three-hundred-sixty (360) day year (30/360 day count convention). Interest shall accrue from and including the date of this Note to but excluding the date o

Section 3. Payment Terms 3.1 Interest-Only Period. During the period commencing on the date hereof and continuing through and including the second (2nd) anniversary of the date hereof (the "Interest-Only Period"), Maker shall make monthly payments of accrued interest only on the outstanding principal balance at the Interest Rate on each Payment Date (as defined in Section 3.3 below). No payments of principal shall be

Section 4. Application of Payments All payments received by Lender under this Note shall be applied in the following order of priority: (a) first, to the payment of (b) second, to the payment of and (c) third, to the Notwithstanding the foregoing, during the continuance of an Event of Default, Lender may, in its discretion, apply any and all payments received from Maker or from any other source in such order and prio

Section 5. Prepayment 5.1 Voluntary Prepayment. Maker may prepay the outstanding principal balance of this Note in whole or in part, at any time and from time to time, upon not less than days' prior written notice to Lender (which notice, once given, shall be irrevocable and shall obligate Maker to make such prepayment on the date specified therein), subject to the payment of (a) any applicable Prepayment Premium (as

Section 6. Late Charge If any monthly payment of principal, interest, or any other amount due under this Note is not received by Lender within calendar days after the applicable Payment Date on which such payment is due, Maker shall pay to Lender, immediately upon demand, a late charge equal to of the overdue amount (the "Late Charge"). Maker acknowledges and agrees that the Late Charge is a reasonable estimate of th

Section 7. Security This Note is secured by, among other things, the Mortgage encumbering the Property located at 99000 Overseas Highway, Key Largo, Monroe County, Florida 33037, which Property is more particularly described on Exhibit A attached hereto and incorporated herein by reference. The legal description of the Property is as follows: a portion of Section 27, Township 60 South, Range 39 East, Monroe County, F

Section 8. Loan Documents This Note is one of the "Loan Documents" as defined in the Loan Agreement. All of the terms, conditions, covenants, representations, warranties, and provisions contained in the Loan Agreement and each of the other Loan Documents are hereby incorporated into this Note by this reference as if fully set forth herein. Maker acknowledges and agrees that Maker's obligations under this Note are sub

Section 9. Events of Default The occurrence of any "Event of Default" as defined in the Loan Agreement shall constitute an Event of Default under this Note. Without limiting the generality of the foregoing, each of the following shall constitute an Event of Default hereunder: (a) Maker's failure to make any payment of principal, interest, the Exit Fee, the Late Charge, or any other amount when due under this Note (su

Section 10. Acceleration Upon the occurrence and during the continuance of an Event of Default, Lender may, at its sole option, by written notice to Maker (or, in the case of certain bankruptcy or insolvency events described in the Loan Agreement, automatically and without any notice or other action by Lender), declare the entire outstanding principal balance of this Note, together with all accrued and unpaid interes

Section 11. Waivers by Maker Maker , to the fullest extent permitted by applicable law: (a) presentment for payment of this Note; (b) notice of dishonor of this Note; (c) protest and notice of protest of this Note; (d) demand for payment of this Note; (e) all other notices in connection with the delivery, acceptance, performance, default, or enforcement of this Note or any of the Loan Documents, except as expressly p

Section 12. Governing Law This Note shall be governed by, and construed and interpreted in accordance with, the laws of the State of Florida, without regard to or application of any conflicts of law principles that would cause the application of the laws of any jurisdiction other than the State of Florida. The parties hereto acknowledge and agree that the forum selection and jurisdiction provisions of the Loan Agreem

Section 13. Jurisdiction and Venue Maker hereby submits to the exclusive jurisdiction of (a) the United States District Court for the Southern District of Florida and (b) any court of the State of Florida sitting in Miami-Dade County, Florida, and any appellate court from any thereof, in any action, suit, or proceeding arising out of or relating to this Note, the Loan Agreement, or any of the other Loan Documents. Ma

Section 14. Waiver of Jury Trial **MAKER AND LENDER EACH HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS NOTE, THE LOAN AGREEMENT, THE MORTGAGE, OR ANY OF THE OTHER LOAN DOCUMENTS, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHET

Section 15. Notices All notices, demands, requests, consents, approvals, and other communications required or permitted to be given under this Note shall be in writing and shall be delivered in accordance with the notice provisions set forth in the Loan Agreement. The notice addresses for the parties are as follows: If to Maker: Coral Palms Resort Holdings LLC c/o Verimark Hospitality Group Inc. 1400 Bayshore Bouleva

Section 16. Amendments and Modifications This Note may not be amended, modified, restated, supplemented, or otherwise changed except by a written instrument executed and delivered by Maker and Lender. No waiver by Lender of any provision of this Note, or consent by Lender to any departure by Maker from any provision of this Note, shall be effective unless such waiver or consent is in writing and signed by Lender, and

Section 17. Severability If any term, provision, covenant, or condition of this Note, or the application thereof to any person, entity, or circumstance, shall be held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, (a) such invalidity, illegality, or unenforceability shall not affect any other term, provision, covenant, or condition of this Note, the remaining terms, provisions, covenan

Section 18. Successors and Assigns This Note shall be binding upon Maker and its heirs, executors, administrators, legal representatives, successors, and assigns, and shall inure to the benefit of Lender and its successors and assigns. Maker shall not assign this Note or any of its rights or obligations hereunder without the prior written consent of Lender, which consent may be granted or withheld in Lender's sole an

Section 19. Joint and Several Liability If Maker consists of more than one person or entity, all obligations of Maker under this Note shall be the joint and several obligations of each such person or entity constituting Maker. In the event that Maker is a single entity, this Section 19 shall not be construed to create any additional obligations not otherwise set forth herein.

Section 20. Time of the Essence Time is of the essence with respect to all dates, deadlines, time periods, and performance obligations set forth in this Note. Maker acknowledges and agrees that any failure by Maker to perform its obligations hereunder strictly within the time periods specified herein shall constitute a material breach of this Note.

Section 21. Captions The section headings and captions appearing in this Note are inserted for convenience of reference only and shall not be construed to define, limit, or otherwise affect the scope, meaning, or interpretation of any provision of this Note. [Signature Pages Follow] IN WITNESS WHEREOF, Maker has duly executed and delivered this Promissory Note as of the date first above written. MAKER: CORAL PALMS RE