Contract analysis

1. Defined Terms As used in this Note, the following terms shall have the following meanings: "Business Day" means any day other than a Saturday, a Sunday, or a day on which national banking associations in New York, New York are authorized or required by law, regulation, or executive order to close. For purposes of any determination of Term SOFR or any calculation or payment related thereto, the term "Business Day"

2. Interest Rate 2.1 Applicable Rate Interest shall accrue on the outstanding principal balance of this Note at the Interest Rate, which shall be equal to Term SOFR (subject to the SOFR Floor of 1.00% per annum) plus four hundred twenty-five (425) basis points (4.25%) per annum. Interest shall be calculated on the basis of a three hundred sixty (360)-day year for the actual number of days elapsed during each Interest

3. Payment Terms 3.1 Interest-Only Payments The Loan shall be interest-only for the entire term hereof, including any Extension Period (as defined in Section 5 hereof). No scheduled amortization of principal shall be required. Monthly payments of accrued and unpaid interest shall be due and payable in arrears on the fifteenth (15th) day of each calendar month (or, if such day is not a Business Day, the next succeedin

4. Prepayment 4.1 Voluntary Prepayment Maker may prepay the outstanding principal balance of this Note, in whole or in part, at any time, upon not less than thirty (30) days' prior irrevocable written notice to Agent specifying the date of such prepayment and the principal amount to be prepaid, subject to (a) payment of the Exit Fee as set forth in Section 4.2 hereof, and (b) payment of any Breakage Costs as set fort

5. Extension Options 5.1 First Extension Option Maker shall have the option (the "First Extension Option") to extend the Initial Maturity Date of June 15, 2029 for one (1) additional period of twelve (12) months, such that the Maturity Date of this Note shall be extended to June 15, 2030 (the "First Extended Maturity Date"), subject to the timely satisfaction of all of the conditions precedent set forth in Section 5.

6. Events of Default The occurrence of any one or more of the Events of Default described in the Loan Agreement shall constitute an "Event of Default" under this Note. Without limiting the generality of the foregoing, an Event of Default shall include, but not be limited to, the failure of Maker to pay any amount due under this Note on the date when due (whether at stated maturity, by acceleration, by mandatory or op

7. Remedies Upon the occurrence and during the continuance of any Event of Default, Agent may exercise any and all rights and remedies available to it under this Note, the Loan Agreement, the Mortgage, and the Other Loan Documents, and under applicable law (including, without limitation, the Uniform Commercial Code as in effect in the State of New York). No failure on the part of Agent or any Lender to exercise, and

8. Waivers by Maker Maker hereby waives presentment for payment, demand, notice of dishonor, notice of nonpayment, protest, notice of protest, and all other notices and demands of every kind and nature in connection with the delivery, acceptance, performance, default, and enforcement of this Note, and assents to any extension of time of payment or forbearance or other indulgence granted by Agent or any Lender from ti

9. Loan Documents; Security This Note has been executed and delivered by Maker pursuant to and in accordance with the terms and conditions of the Loan Agreement, and is entitled to all of the benefits and security provided for therein and in the Other Loan Documents. This Note is one of the "Notes" referred to in the Loan Agreement. The indebtedness evidenced by this Note is secured by, among other things: (a) the Mo

10. Recourse / Non-Recourse Provisions Subject to the exceptions expressly set forth in this Section 10 and in the Loan Agreement (including Section [__] thereof), Agent and the Lenders agree to look solely to the Property and the other Collateral for the payment and satisfaction of Maker's obligations evidenced by this Note, the Loan Agreement, and the Other Loan Documents. Notwithstanding the foregoing, and except

11. Governing Law This Note shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without regard to principles of conflict of laws that would require the application of the law of any other jurisdiction; provided, however, that Section 5-1401 and Section 5-1402 of the New York General Obligations Law shall apply. Maker hereby irrevocably and unconditionally submits to

12. 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 in any respect by a court of competent jurisdiction, the validity, legality, and enforceability of the remaining terms, provisions, covenants, and conditions of this Note, and the application of such term, provision, cov

13. 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 given in the manner and to the addresses specified in the Loan Agreement. For informational purposes, the current addresses for notices are as follows: If to Agent: Ironclad National Bank, N.A. 277 Park Avenue New York, New York 10172 Attention: K

14. Successors and Assigns This Note shall be binding upon Maker and Maker's heirs, executors, administrators, successors, and assigns, and shall inure to the benefit of Agent, the Lenders, and their respective successors, endorsees, transferees, and assigns. Maker may not assign this Note or any of its rights or obligations hereunder without the prior written consent of Agent, which consent may be withheld in Agent'

15. Amendments and Modifications This Note may not be amended, modified, supplemented, restated, or otherwise changed except by a written instrument duly executed by Maker and Agent (acting on behalf of the requisite Lenders under the Loan Agreement as required by the terms thereof). No oral agreement or course of dealing among the parties shall be effective to amend, modify, or waive any provision of this Note.

16. Conflict with Loan Agreement In the event of any conflict or inconsistency between the terms and provisions of this Note and the terms and provisions of the Loan Agreement, the terms and provisions of the Loan Agreement shall govern, control, and prevail in all respects; provided, however, that the unconditional promise to pay set forth in this Note and the Maker's obligation to pay the principal sum, interest, a

17. Lost, Stolen, or Destroyed Note Upon receipt by Maker of (a) an affidavit of Agent (or any Lender) in form and substance reasonably satisfactory to Maker, stating the circumstances of the loss, theft, or destruction of this Note (or any replacement note previously issued pursuant to this Section 17), and (b) an indemnity from Agent (or such Lender) in form and substance reasonably satisfactory to Maker, indemnify

18. WAIVER OF JURY TRIAL MAKER AND AGENT EACH HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS NOTE, THE LOAN AGREEMENT, ANY OTHER LOAN DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, OR

19. Time of the Essence Time is of the essence with respect to each and every obligation, covenant, agreement, and undertaking of Maker under this Note, the Loan Agreement, and the Other Loan Documents.

20. Entire Agreement This Note, together with the Loan Agreement and the Other Loan Documents, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, agreements, and understandings, whether oral or written, relating to such subject matter. There are no oral agreements or other understandings between or