CONFIDENTIAL TREATMENT REQUESTED Prepared by: Whitford Baines & Driscoll LLP, 1221 Avenue of the Americas, Suite 4400, New York, NY 10020 
LOAN AGREEMENT
$160,000,000 First Mortgage Loan
Dated as of December 19, 2022
by and between
CORAL PALMS RESORT HOLDINGS LLC, a Florida limited liability company, as Borrower
and
PINNACLE ATLANTIC CAPITAL, LLC, a Delaware limited liability company, as Lender
Secured by the Property known as:
CORAL PALMS GRAND RESORT & SPA 99000 Overseas Highway Key Largo, Monroe County, Florida 33037
DRAFT — FOR DISCUSSION PURPOSES ONLY — SUBJECT TO CHANGE
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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 definition, "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise. Without limiting the generality of the foregoing, Greystone Peak Asset Management LP shall be deemed an Affiliate of Lender.
"Agreement" means this Loan Agreement, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Amortization Commencement Date" means the first Payment Date occurring on or after the second (2nd) anniversary of the Closing Date, being the date on which the amortization of the Loan shall commence on the basis of a thirty (30)-year amortization schedule .
"Approved Annual Budget" means, for each fiscal year of the Property, the annual operating budget delivered by Borrower and approved (or deemed approved) by Lender in accordance with Section 9.2(d) of this Agreement.  The initial Approved Annual Budget for the fiscal year in which the Closing Date occurs is attached hereto as Schedule 4.
"Bankruptcy Code" means Title 11 of the United States Code, as amended from time to time, and any successor statute or statutes having similar purpose or effect.
"Borrower" means Coral Palms Resort Holdings LLC, a Florida limited liability company, and its successors and permitted assigns.
"Business Day" means any day other than a Saturday, Sunday, or any other day on which commercial banks in either the City of New York, New York, or the State of Florida are authorized or required by law, regulation, or executive order to close.
"Capital Reserve" means the Capital Improvement / Replacement Reserve sub-account established and maintained pursuant to the Reserve Agreement.
"Cash Management Account" has the meaning assigned to such term in the Cash Management Agreement.
"Cash Management Agreement" means that certain Cash Management Agreement of even date herewith, entered into by and among Borrower, Lender, and the depository bank party thereto, governing the lockbox and cash sweep arrangements with respect to the Property, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Cash Sweep Period" has the meaning assigned to such term in Section 11.2 of this Agreement.
"Change of Control" means (a) with respect to Borrower, any event or series of events by which (i) Guarantor ceases to own, directly or indirectly, at least fifty-one percent (51%) of the membership interests in Borrower, (ii) Guarantor ceases to be the sole managing member of Borrower, or (iii) any Person other than Guarantor acquires the power to direct or cause the direction of the management and policies of Borrower; and (b) with respect to Guarantor, any event or series of events by which any Person or group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) acquires beneficial ownership of more than thirty-five percent (35%) of the outstanding voting stock of Guarantor.
"Closing Date" means the date on which the Loan is funded and all conditions precedent set forth in Article III have been satisfied or waived by Lender.
"Commitment Fee" means an amount equal to zero and 50/100 percent (0.50%) of the Loan Amount (i.e., Eight Hundred Thousand and No/100 Dollars ($800,000.00)), payable to Lender on the Closing Date in accordance with Section 2.1. 
"Commitment Letter" means that certain Commitment Letter dated December 9, 2022, by and between Borrower and Lender, setting forth the principal terms and conditions upon which Lender agreed to make the Loan to Borrower.
"Compliance Certificate" means a certificate in the form attached hereto as Exhibit C, to be delivered by Borrower to Lender on a quarterly basis in accordance with Section 9.2(b).
"Debt Service" means the scheduled payments of interest (and, after the Amortization Commencement Date, scheduled payments of principal and interest) on the Loan required under the Note and this Agreement for the applicable period of measurement.
"Debt Service Coverage Ratio" or "DSCR" means, for any given period, the ratio of (a) Net Operating Income for such period to (b) the annual Debt Service for such period. For purposes of calculating the DSCR, (i) Debt Service shall be calculated on an  , and (ii) Net Operating Income shall be based on the trailing twelve (12)-month period ending as of the last day of the applicable fiscal quarter .
"Debt Yield" means, as of any date of determination, the ratio (expressed as a percentage) of (a)  Net Operating Income for the trailing twelve (12)-month period ending as of the last day of the most recently completed fiscal quarter to (b) the outstanding principal balance of the Loan as of such date of determination. The minimum Debt Yield shall be nine and 50/100 percent (9.50%).
"Default" means any event, act, condition, or omission that, with the giving of notice or the lapse of time, or both,  would constitute an Event of Default under this Agreement or any other Loan Document.
"Default Rate" means a rate per annum equal to the Interest Rate plus  , applicable upon the occurrence and during the continuance of an Event of Default .
"Environmental Indemnity" means that certain Environmental Indemnity Agreement of even date herewith, executed by Borrower and Guarantor in favor of Lender, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Environmental Laws" means all federal, state, and local laws, statutes, regulations, ordinances, rules, and requirements (including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (42 U.S.C. Section 9601 et seq.), the Resource Conservation and Recovery Act of 1976 (42 U.S.C. Section 6901 et seq.), the Clean Water Act (33 U.S.C. Section 1251 et seq.), the Clean Air Act (42 U.S.C. Section 7401 et seq.), the Toxic Substances Control Act (15 U.S.C. Section 2601 et seq.), the Florida Environmental Protection Act (Fla. Stat. Section 403.011 et seq.), and the Florida Pollutant Discharge Prevention and Removal Act (Fla. Stat. Section 376.011 et seq.)), as the same may be amended from time to time, relating to the protection of the environment, human health, or safety, including without limitation the generation, storage, handling, transportation, release, treatment, or disposal of any Hazardous Materials.
"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time.
"Escrow Agent" means Meridian Title & Escrow, Inc.
"Event of Default" has the meaning assigned to such term in Section 8.1.
"Extended Maturity Date" means, if applicable, the Maturity Date as extended pursuant to the exercise of one or both Extension Options in accordance with Section 2.6.
"Extension Fee" means an amount equal to zero and 25/100 percent (0.25%) of the then-outstanding principal balance of the Loan, payable to Lender upon the exercise of each Extension Option in accordance with Section 2.6.
"Extension Option" has the meaning assigned to such term in Section 2.6.
"FEMA" means the Federal Emergency Management Agency.
"FF&E Reserve" means the Furniture, Fixtures and Equipment Reserve sub-account established and maintained pursuant to the Reserve Agreement.
"Fiscal Year" means each twelve (12)-month period ending on December 31 of each calendar year, or such other fiscal year as Borrower may adopt with Lender's prior written consent.
"GAAP" means generally accepted accounting principles in the United States, as in effect from time to time.
"Good Faith Deposit" means the amount of One Million Six Hundred Thousand and No/100 Dollars ($1,600,000.00) deposited by Borrower with the Escrow Agent on December 12, 2022, pursuant to the Commitment Letter.
"Governmental Authority" means any federal, state, county, municipal, or local government, or any department, commission, board, bureau, agency, court, or instrumentality thereof (including, without limitation, the Securities and Exchange Commission, the Office of the Comptroller of the Currency, Monroe County, Florida, and the Florida Department of Business and Professional Regulation), having jurisdiction over Borrower, Guarantor, the Property, or any aspect of the transactions contemplated by the Loan Documents.
"Ground Lease" means not applicable; the Property is held in fee simple by Borrower.
"Guarantor" means Verimark Hospitality Group Inc., a Delaware corporation, and its successors and permitted assigns.
"Guaranty" means that certain Guaranty Agreement of even date herewith, executed by Guarantor in favor of Lender, providing for a limited recourse / carve-out guaranty of the Loan, as the same may be amended, restated, supplemented, or otherwise modified from time to time. 
"Hazardous Materials" means any substance, material, or waste that is regulated, classified, or otherwise characterized under any Environmental Law as hazardous, toxic, radioactive, infectious, or dangerous, including, without limitation, petroleum and petroleum products, asbestos-containing materials, polychlorinated biphenyls, lead-based paint, and mold.
"Improvements" means all buildings, structures, fixtures, and improvements now or hereafter situated on the Land, including, without limitation, the three hundred forty-two (342)-room resort hotel, approximately twenty-eight thousand five hundred (28,500) square feet of meeting and event space, approximately eighteen thousand (18,000) square feet of full-service spa, a forty-two (42)-slip marina, a one thousand two hundred (1,200)-space parking structure, three (3) food and beverage outlets, and all other ancillary structures and amenities, having a gross building area of approximately four hundred twelve thousand (412,000) square feet.
"Indebtedness" means, with respect to any Person, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, notes, debentures, or other similar instruments, (c) all obligations of such Person under conditional sale or other title retention agreements, (d) all obligations of such Person arising under any interest rate swap, cap, collar, or other hedging agreement, (e) all capital lease obligations of such Person, and (f) all guarantees and other contingent obligations of such Person in respect of the foregoing.
"Insurance Requirements" means the insurance coverages required to be maintained by Borrower under Article V of this Agreement and as further described in Exhibit E attached hereto.
"Insurance Reserve" means the Insurance Reserve sub-account established and maintained pursuant to the Reserve Agreement.
"Interest Rate" means a fixed rate of five and 35/100 percent (5.35%) per annum.
"Land" means the real property more particularly described in Exhibit A attached hereto, containing approximately twenty-two and 4/10 (22.4) acres, located at 99000 Overseas Highway, Key Largo, Monroe County, Florida 33037, being a portion of Section 27, Township 60 South, Range 39 East, Monroe County, Florida, as more particularly described in that certain Warranty Deed recorded in Official Records Book 2847, Page 1122, of the Public Records of Monroe County, Florida, together with all easements, rights-of-way, strips, and gores of land, water rights, rights of riparian and littoral ownership, and appurtenances thereto.
"Late Charge" means an amount equal to   of any payment of principal, interest, or any other amount due under the Loan Documents that is not received by Lender within   Business Days of its scheduled due date.
"Lender" means Pinnacle Atlantic Capital, LLC, a Delaware limited liability company, and its successors and assigns.
"Loan" means the loan in the principal amount of One Hundred Sixty Million and No/100 Dollars ($160,000,000.00) made by Lender to Borrower pursuant to this Agreement and the other Loan Documents.
"Loan Amount" means One Hundred Sixty Million and No/100 Dollars ($160,000,000.00).
"Loan Documents" means, collectively, this Agreement, the Note, the Mortgage, the Guaranty, the Environmental Indemnity, the Cash Management Agreement, the Reserve Agreement, and all other documents, instruments, certificates, and agreements  , as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Loan-to-Value Ratio" or "LTV" means, as of any date of determination, the ratio (expressed as a percentage) of (a) the outstanding principal balance of the Loan as of such date to (b) the appraised value of the Property as determined by the most recent appraisal obtained in accordance with this Agreement. The maximum LTV shall be sixty-eight percent (68.0%).
"Loan Year" means each successive twelve (12)-month period commencing on the Closing Date (or the anniversary thereof).
"Lockbox Account" has the meaning assigned to such term in the Cash Management Agreement.
"Material Adverse Change" means any event, circumstance, condition, or change that, individually or in the aggregate, has had or could reasonably be expected to have a material adverse effect on (a) the business, assets, financial condition, or results of operations of Borrower or Guarantor, (b) the value, condition, or operation of the Property, (c) the ability of Borrower or Guarantor to perform its obligations under the Loan Documents, or (d) the validity or enforceability of the Loan Documents or the rights and remedies of Lender thereunder.
"Maturity Date" means the date that is five (5) years from the Closing Date, subject to extension pursuant to the Extension Options in accordance with Section 2.6. If such date is not a Business Day, then the Maturity Date shall be the next succeeding Business Day.
"Mortgage" means that certain Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing of even date herewith, executed by Borrower in favor of Lender, to be recorded in the Public Records of Monroe County, Florida, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Net Operating Income" or "NOI" means, for any given period, the total revenues derived from the ownership, operation, and management of the Property during such period, minus the total operating expenses of the Property during such period (excluding debt service, capital expenditures, depreciation, amortization,  and income taxes), all as determined in accordance with  the  Approved Annual Budget. For the avoidance of doubt, Net Operating Income shall include revenue from room rentals, food and beverage operations, marina operations, spa services, event and conference fees, parking, and all other ancillary revenue sources, and shall exclude extraordinary or non-recurring items .
"NFIP" means the National Flood Insurance Program.
"Note" means that certain Promissory Note of even date herewith, made by Borrower in favor of Lender, in the principal amount of One Hundred Sixty Million and No/100 Dollars ($160,000,000.00), substantially in the form attached hereto as Exhibit B, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"OFAC" means the Office of Foreign Assets Control of the United States Department of the Treasury.
"Payment Date" means the first (1st) Business Day of each calendar month during the term of the Loan, commencing on the first such day following the Closing Date.
"Permitted Encumbrances" means those title exceptions listed on Exhibit D attached hereto, as approved or deemed approved by Lender .
"Permitted Transfers" has the meaning assigned to such term in Section 7.2.
"Person" means any individual, corporation, limited liability company, partnership, joint venture, association, trust, unincorporated organization, Governmental Authority, or any other entity.
"PIP Reserve" means the property improvement plan reserve, if any, established and maintained pursuant to the Reserve Agreement. 
"Property" means, collectively, the Land, the Improvements, and all related personal property, fixtures, equipment, inventory, intangible property, permits, licenses, contracts, accounts, rents, revenues, profits, and all other tangible and intangible assets constituting, relating to, or used in connection with the Coral Palms Grand Resort & Spa, including, without limitation, the hotel trade name, guest lists, reservation systems, websites, telephone numbers, and goodwill associated therewith.
"Rate Lock Deposit" means the amount of Eight Hundred Thousand and No/100 Dollars ($800,000.00) deposited by Borrower with the Escrow Agent on January 5, 2023, pursuant to the Commitment Letter, to secure the Interest Rate.
"Required Repairs" means those repairs, replacements, or remedial actions, if any, identified in the engineering report, property condition assessment, or appraisal delivered to Lender, which Lender requires Borrower to complete within the time frames specified by Lender. 
"Reserve Agreement" means that certain Reserve Agreement of even date herewith, entered into by and between Borrower and Lender, governing the establishment and maintenance of the Reserve Funds, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Reserve Funds" means, collectively, all amounts deposited in the Tax Reserve, Insurance Reserve, FF&E Reserve, Capital Reserve, and PIP Reserve (if applicable), including the upfront deposits totaling Four Million Eight Hundred Thousand and No/100 Dollars ($4,800,000.00) and all monthly contributions thereto.
"Servicer" means, if applicable, any loan servicer or sub-servicer designated by Lender from time to time to service the Loan on behalf of Lender.
"Springing Recourse Event" has the meaning assigned to such term in the Guaranty.
"STR Report" means the monthly performance report published by Penmark Enterprises (or its successor) comparing the Property's operating performance (occupancy, ADR, and RevPAR) to its competitive set.
"Tax Reserve" means the Tax Reserve sub-account established and maintained pursuant to the Reserve Agreement.
"Title Company" or "Escrow Agent" means Meridian Title & Escrow, Inc.
"Title Policy" means the ALTA extended coverage lender's title insurance policy issued by Meridian Title & Escrow, Inc. in the amount of the Loan Amount, insuring the lien of the Mortgage as a valid first-priority lien on the Property, with only Permitted Encumbrances as exceptions, together with such endorsements as Lender may require.
"Transfer" has the meaning assigned to such term in Section 7.1.
"UCC" means the Uniform Commercial Code as in effect from time to time in the State of Florida.
"U.S. Treasury Rate" means, as of any date of determination, the yield on United States Treasury obligations having a maturity equal to the remaining term of the Loan, as published by the U.S. Department of the Treasury or, if not so published, as determined by Lender in its reasonable discretion based on the most recent auction of comparable Treasury securities.
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," "includes," and "including" shall be deemed to be followed by the words "without limitation."
(d) References to any statute, law, regulation, or ordinance shall include all amendments, modifications, re-enactments, supplements, and successors thereto.
(e) All dollar amounts referenced in this Agreement are in lawful currency of the United States of America.
(f) Whenever any payment or performance under this Agreement would otherwise be due on a day that is not a Business Day, such payment or performance shall be due on the next succeeding Business Day, and such extension of time shall be included in computing any interest payable hereunder.
(g) References to "Articles," "Sections," "Exhibits," and "Schedules" are to Articles, Sections, Exhibits, and Schedules of this Agreement unless otherwise specified.
(h) The terms "hereof," "herein," "hereunder," and similar terms refer to this Agreement as a whole and not to any particular provision of this Agreement.
(i) This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, as more fully set forth in Section 12.1.
(j) The Loan Documents have been negotiated at arm's length and shall not be construed against any party as the drafter thereof.
ARTICLE II — THE LOAN
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 via wire transfer in immediately available funds to such accounts as may be designated by Borrower and/or the Escrow Agent in a disbursement authorization letter delivered to Lender not later than two (2) Business Days prior to the Closing Date.
(c) Uses of Proceeds. The proceeds of the Loan shall be applied on the Closing Date as follows:
(i) Payoff of Existing Indebtedness. Payment in full of all outstanding indebtedness under the existing first mortgage loan from Tidewater National Bank, N.A. (the "Existing Loan"), including the outstanding principal balance of approximately One Hundred Eighteen Million Five Hundred Thousand and No/100 Dollars ($118,500,000.00), all accrued and unpaid interest thereon, and a prepayment premium in the estimated amount of One Million One Hundred Eighty-Five Thousand and No/100 Dollars ($1,185,000.00), representing one percent (1.0%) of the outstanding principal balance of the Existing Loan;
(ii) Funding of Upfront Reserves. Deposit of upfront Reserve Funds in the aggregate amount of Four Million Eight Hundred Thousand and No/100 Dollars ($4,800,000.00) into the applicable reserve sub-accounts in accordance with Article X and the Reserve Agreement;
(iii) Payment of Closing Costs. Payment of all closing costs and expenses in the estimated aggregate amount of Three Million Two Hundred Fifty Thousand and No/100 Dollars ($3,250,000.00), including, without limitation, title insurance premiums and endorsement fees payable to Meridian Title & Escrow, Inc., recording fees, documentary stamp taxes, and intangible taxes payable to Monroe County, Florida, appraisal fees payable to Hargrove & Whitley Valuation Services LLC, environmental report fees payable to Oakridge Environmental Consulting Group, Inc., survey costs payable to Landis & Shaw Surveying, Inc., Lender's counsel fees and disbursements payable to Whitford Baines & Driscoll LLP, Borrower's counsel fees and disbursements payable to Calderwood & Harkness LLP, the Commitment Fee, UCC search and filing fees, and all other transaction costs and expenses;
(iv) Commitment Fee. Payment of the Commitment Fee in the amount of Eight Hundred Thousand and No/100 Dollars ($800,000.00) (representing 0.50% of the Loan Amount) to Lender  ; and
(v) Net Proceeds to Borrower. The remaining proceeds of the Loan, estimated at approximately Thirty-Two Million Two Hundred Sixty-Five Thousand and No/100 Dollars ($32,265,000.00), shall be disbursed to Borrower.
(d) Application of Deposits. The Good Faith Deposit in the amount of One Million Six Hundred Thousand and No/100 Dollars ($1,600,000.00) and the Rate Lock Deposit in the amount of Eight Hundred Thousand and No/100 Dollars ($800,000.00) shall be applied on the Closing Date toward closing costs and/or the Commitment Fee, as provided in the Commitment Letter. In the event the Closing Date does not occur, the Good Faith Deposit and Rate Lock Deposit shall be applied as provided in the Commitment Letter.
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 this Article II. In the event of any conflict between the terms of the Note and the terms of this Agreement, the terms of this Agreement shall control.
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 of days elapsed (calculated on a 30/360 basis). Interest shall accrue from and including the Closing Date to and including the date the Loan is repaid in full.
(c) Default Rate. Upon the occurrence and during the continuance of an Event of Default, the outstanding principal balance of the Loan shall bear interest at the Default Rate, which shall be equal to the Interest Rate plus  . Interest at the Default Rate shall accrue from the date of the Event of Default until such Event of Default is cured or the Loan is repaid in full.  The payment of interest at the Default Rate shall not constitute a waiver by Lender of any Event of Default and shall not preclude Lender from exercising any other rights or remedies available under the Loan Documents or at law or in equity.
(d) Late Charge. If any payment of principal, interest, or any other amount due under the Loan Documents is not received by Lender within   Business Days of its scheduled due date, Borrower shall pay to Lender, in addition to  a late charge equal to   of the amount of such overdue payment. The parties agree that the Late Charge represents a reasonable estimate of the costs and expenses incurred by Lender as a result of such late payment and is not a penalty. The Late Charge shall be  .
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 (the "Interest-Only Period"), Borrower shall make monthly payments of interest only at the Interest Rate on the outstanding principal balance of the Loan. For the avoidance of doubt, no payments of principal shall be required during the Interest-Only Period, which shall encompass approximately the first two (2) Loan Years.
(c) Amortization Period. Commencing on the Amortization Commencement Date and continuing on each Payment Date thereafter through and including the Maturity Date (or, if applicable, the Extended Maturity Date), Borrower shall make monthly payments of principal and interest based on a thirty (30)-year amortization schedule, calculated at the Interest Rate applied to the outstanding principal balance of the Loan as of the Amortization Commencement Date.
(d) Application of Payments. All payments received by Lender shall be applied in the following order: first, to the payment of accrued and unpaid interest (including interest at the Default Rate, if applicable); second, to the payment of principal; third, to the payment of Late Charges, if any; and fourth, to the payment of any other amounts due and payable under the Loan Documents.
(e) Final Payment. On the Maturity Date (or, if applicable, the Extended Maturity Date), or upon the earlier acceleration of the Loan, all outstanding principal, all accrued and unpaid interest,  and all other amounts due and payable under the Loan Documents shall be due and payable in full.
(f) Payments Generally. All payments shall be made in lawful money of the United States by wire transfer of immediately available funds to such account as Lender may designate from time to time. If any Payment Date falls on a day that is not a Business Day, the payment due on such date shall be due on the next succeeding Business Day.
Section 2.5 — Prepayment
(a) Lockout Period. The Loan may not be voluntarily prepaid, in whole or in part, during the first   (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.
(b) Yield Maintenance Period. After the expiration of the Lockout Period and prior to the date that is   months prior to the then-current Maturity Date (or, if applicable, the Extended Maturity Date), Borrower may prepay the Loan in whole   upon not less than thirty (30) days' prior written notice to Lender, accompanied by payment of:
(i) all outstanding principal ;
(ii) all accrued and unpaid interest through the date of prepayment;
(iii) 
  a yield maintenance premium equal to the greater of (A)   of the principal amount being prepaid, and (B) the present value of the excess of (1) the interest that would have accrued on the principal amount being prepaid at the Interest Rate from the date of prepayment through the date that is   months prior to the Maturity Date (or, if applicable, the Extended Maturity Date) over (2) the interest that would accrue on such amount at the applicable U.S. Treasury Rate for the remaining term, discounted to present value at the applicable U.S. Treasury Rate; and
  all other amounts due and payable under the Loan Documents.
(c) Defeasance. As an alternative to prepayment with a yield maintenance premium pursuant to Section 2.5(b), after the expiration of the Lockout Period, Borrower may elect to defease the Loan in accordance with this Section 2.5(c) by substituting U.S. government obligations (consisting of non-callable, direct obligations of the United States of America or obligations fully and unconditionally guaranteed as to payment by the United States of America) that provide for payments on or prior to, but as close as possible to, all successive scheduled Payment Dates in amounts sufficient to pay the scheduled Debt Service through the Maturity Date (or, if applicable, the Extended Maturity Date) and the outstanding principal balance,  and all other amounts due on the Maturity Date. Any defeasance shall be subject to the following conditions:
(i) no Event of Default or Default shall exist at the time of the defeasance;
(ii) Borrower shall deliver to Lender a certificate from an independent certified public accountant confirming that the U.S. government obligations are sufficient to make all required payments;
(iii) Borrower shall deliver to Lender an opinion of counsel satisfactory to Lender to the effect that Lender has a perfected first-priority security interest in the defeasance collateral;
(iv) Borrower shall establish or cause to be established a successor entity to assume the obligations of Borrower under the Loan Documents (except for the Mortgage), which successor entity shall hold the defeasance collateral;
(v) Borrower shall pay all costs and expenses of Lender in connection with the defeasance, including the fees of Lender's counsel and accountants ; and
(vi) Borrower shall comply with such other conditions as Lender may reasonably require.
(d) Open Period. During the period commencing on the date that is   months prior to the then-current Maturity Date (or, if applicable, the Extended Maturity Date) and ending on the Maturity Date (or Extended Maturity Date), the Loan may be prepaid in whole (but not in part) without premium or penalty, upon not less than thirty (30) days' prior written notice to Lender, accompanied by payment of all outstanding principal, all accrued and unpaid interest,  and all other amounts due and payable under the Loan Documents.
(e) Mandatory Prepayment. The Loan shall be subject to mandatory prepayment from casualty insurance proceeds or condemnation awards to the extent such proceeds or awards are not applied to restoration of the Property in accordance with Article VI. No prepayment premium  shall be due in connection with any mandatory prepayment from casualty or condemnation proceeds.
(f) Irrevocability. Any notice of prepayment given by Borrower pursuant to this Section 2.5 shall be irrevocable and the prepayment specified therein shall be due and payable on the date specified, together with all accrued interest,  and any applicable prepayment premium.
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  shall exist at the time of exercise of the Extension Option or on the commencement date of the applicable Extension Term;
(ii) Borrower shall have delivered written notice to Lender of its election to exercise the Extension Option not less than sixty (60) days and not more than one hundred twenty (120) days prior to the then-current Maturity Date;
(iii) The DSCR shall be not less than   as of the end of the fiscal quarter immediately preceding the commencement date of the applicable Extension Term, based on trailing twelve (12)-month Net Operating Income; 
(iv) Borrower shall have paid to Lender the Extension Fee equal to zero and 25/100 percent (0.25%) of the then-outstanding principal balance of the Loan;
(v)  
(vi) All representations and warranties of Borrower and Guarantor contained in the Loan Documents shall be true and correct in all material respects as of the commencement date of the applicable Extension Term ;
(vii) Borrower shall have delivered to Lender updated estoppel certificates, insurance certificates, and evidence of compliance with all Insurance Requirements; and
(viii) Borrower shall have delivered such other documents, instruments, and agreements as   in connection with the extension, including, without limitation, endorsements to the Title Policy and updated organizational documents.
(b) Determination by Lender. Lender shall notify Borrower in writing within fifteen (15) Business Days after receipt of Borrower's notice and all required deliverables whether all conditions to the Extension Option have been satisfied. If any condition has not been satisfied, Lender shall specify the unsatisfied condition(s) in reasonable detail, and Borrower shall have a period of ten (10) Business Days to satisfy such condition(s), failing which the Extension Option shall be deemed to have expired without exercise.
(c) Effect of Extension. Upon the valid exercise of an Extension Option, the Maturity Date shall be deemed to be the applicable Extended Maturity Date for all purposes under the Loan Documents, and all provisions of the Loan Documents shall continue in full force and effect during the applicable Extension Term.
Section 2.7 —  
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 Documents, Borrower shall (i) make such deduction or withholding, (ii) pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law, and (iii) pay to Lender such additional amount as is necessary to ensure that Lender receives the full amount it would have received had no such deduction or withholding been required (a "gross-up" payment).
(c) Borrower shall indemnify and hold harmless Lender from and against any taxes, penalties, interest, and other costs arising from any failure by Borrower to deduct, withhold, or remit any required taxes.
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 executed by Borrower and/or Guarantor, each in form and substance satisfactory to Lender and Lender's counsel.
(b) Note. Borrower shall have duly executed and delivered to Lender the Note in the principal amount of One Hundred Sixty Million and No/100 Dollars ($160,000,000.00).
(c) Mortgage. Borrower shall have duly executed, acknowledged, and delivered to Lender the Mortgage in recordable form for recording in the Public Records of Monroe County, Florida, together with all required certificates, affidavits, and documentary stamp tax and intangible tax payments required by the State of Florida.
(d) Guaranty. Verimark Hospitality Group Inc. shall have duly executed and delivered to Lender the Guaranty, in the form of a limited recourse / carve-out guaranty, guaranteeing Borrower's obligations under the Loan Documents with respect to the recourse carve-out liabilities set forth therein.
(e) Environmental Indemnity. Borrower and Guarantor shall have duly executed and delivered to Lender the Environmental Indemnity Agreement, providing for the full and unconditional indemnification of Lender with respect to environmental liabilities arising from or relating to the Property.
(f) Title Insurance. Meridian Title & Escrow, Inc. shall have issued (or irrevocably committed to issue) to Lender an ALTA extended coverage lender's title insurance policy (or a marked-up title commitment acceptable to Lender) insuring the lien of the Mortgage as a valid first-priority mortgage lien on the Property in the amount of One Hundred Sixty Million and No/100 Dollars ($160,000,000.00), with only Permitted Encumbrances shown as exceptions to coverage, and with such  endorsements as Lender may require , including, without limitation, comprehensive, access, contiguity (if applicable), survey, environmental protection lien, usury, variable rate (if applicable), and such other endorsements customarily required in commercial mortgage loan transactions in the State of Florida.
(g) Survey. Borrower shall have delivered to Lender an ALTA/NSPS Land Title Survey of the Property prepared by Landis & Shaw Surveying, Inc. (Robert Tran, Professional Land Surveyor, Florida License No. LS-7422), certified to Lender, Borrower, and the Title Company, dated (or re-dated or re-certified) not more than   days prior to the Closing Date, meeting the Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys as adopted and in effect on the date of the survey, including Table A optional items as specified by Lender, and showing no encroachments, overlaps, or boundary line disputes that are not acceptable to Lender.
(h) Appraisal. Borrower shall have delivered to Lender (or Lender shall have obtained) an appraisal of the Property satisfactory to Lender in all respects, prepared by Hargrove & Whitley Valuation Services LLC (or another MAI-designated appraiser approved by Lender) in compliance with the Uniform Standards of Professional Appraisal Practice (USPAP) and the requirements of the Financial Institutions Reform, Recovery, and Enforcement Act of 1989 (FIRREA), confirming an "as-is" appraised value of the Property sufficient to support the Loan Amount at a maximum Loan-to-Value Ratio of sixty-eight percent (68.0%). For the avoidance of doubt, based on a Loan Amount of $160,000,000.00 and a maximum LTV of 68.0%, the minimum required appraised value is approximately $235,294,118. 
(i) Environmental Report. Borrower shall have delivered to Lender a Phase I Environmental Site Assessment of the Property prepared by Oakridge Environmental Consulting Group, Inc. (Dr. James Whitmore, project director) in accordance with ASTM Standard Practice E 1527-21 (or the then-current version thereof), satisfactory to Lender , indicating no recognized environmental conditions requiring remediation. If the Phase I identifies any recognized environmental conditions, Borrower shall also deliver a Phase II Environmental Site Assessment and/or remediation plan satisfactory to Lender.
(j) Property Condition Report. Borrower shall have delivered to Lender a property condition assessment (PCA) of the Property, prepared by an engineering firm satisfactory to Lender , addressing the structural, mechanical, electrical, plumbing, roofing, life safety, accessibility (ADA), and other building systems of the Improvements, together with an estimate of immediate repair costs and a capital expenditure reserve schedule.
(k) Insurance. Borrower shall have delivered to Lender evidence of all insurance coverages required under Article V , including certificates of insurance, binders, and endorsements satisfactory to Lender, naming Lender (and its successors and assigns) as additional insured, mortgagee, and loss payee under a standard New York or equivalent mortgagee clause. Without limiting the foregoing, such evidence shall include proof of the following coverages:
(i) All-risk property insurance — carrier: Southland Mutual Insurance Company;
(ii) Commercial general liability insurance;
(iii) Windstorm and named storm insurance — carrier: Southland Mutual Insurance Company;
(iv) Flood insurance — NFIP maximum coverage plus supplemental excess flood coverage through Bayfront Specialty Insurance Corp.;
(v) Business interruption / loss of rents insurance;
(vi) Workers' compensation insurance as required by Florida law;
(vii) Umbrella/excess liability insurance; and
(viii) Such other coverages as required by Lender, including terrorism insurance (TRIA-certified), boiler and machinery, liquor liability, and marine/marina liability.
(l) Organizational Documents. Borrower shall have delivered to Lender the following organizational documents, each in form and substance satisfactory to Lender:
(i) Certified copies of the Articles of Organization and Operating Agreement of Coral Palms Resort Holdings LLC, as filed with and accepted by the Florida Department of State, Division of Corporations, together with all amendments thereto;
(ii) A certificate of good standing or certificate of status for Borrower issued by the Secretary of State of the State of Florida, dated not more than thirty (30) days prior to the Closing Date;
(iii) Certified copies of the Certificate of Incorporation (or equivalent formation document) and Bylaws of Verimark Hospitality Group Inc., as filed with the Secretary of State of the State of Delaware, together with all amendments thereto;
(iv) A certificate of good standing for Guarantor issued by the Secretary of State of the State of Delaware, dated not more than thirty (30) days prior to the Closing Date; and
(v) A current organizational chart showing the complete ownership structure from Guarantor through all intermediate entities to Borrower, including all direct and indirect equity holders, their respective ownership percentages, and all managers, managing members, and authorized signatories.
(m) Authorizing Resolutions. Borrower shall have delivered to Lender the following:
(i) Certified copies of resolutions of the manager(s) and/or member(s) of Coral Palms Resort Holdings LLC authorizing the execution, delivery, and performance of the Loan Documents and the consummation of the transactions contemplated thereby, together with a certificate of the secretary or other authorized officer of Borrower certifying that such resolutions are in full force and effect and have not been amended, modified, or rescinded; and
(ii) Certified copies of resolutions of the Board of Directors of Verimark Hospitality Group Inc. authorizing the execution, delivery, and performance of the Guaranty and the Environmental Indemnity, and such other Loan Documents as Guarantor is required to execute, together with a certificate of the secretary or other authorized officer of Guarantor certifying that such resolutions are in full force and effect and have not been amended, modified, or rescinded.
(n) Legal Opinions. Borrower shall have delivered to Lender a legal opinion or opinions from Calderwood & Harkness LLP, counsel to Borrower and Guarantor, addressed to Lender, dated as of the Closing Date, and in form and substance satisfactory to Lender, covering the following  matters :
(i) due organization, valid existence, and good standing of Borrower and Guarantor;
(ii) due authorization of the Loan Documents;
(iii) due execution and delivery of the Loan Documents;
(iv) enforceability of the Loan Documents against Borrower and Guarantor in accordance with their terms, subject to customary qualifications and exceptions;
(v) no conflict with organizational documents, applicable law, or material agreements; 
(vi) no governmental consents required (or, if required, that such consents have been obtained). 
(o) Financial Statements. Borrower shall have delivered to Lender the following financial statements and operating data, each in form and substance satisfactory to Lender:
(i) Audited annual financial statements (including balance sheet, income statement, statement of cash flows, and notes) of Guarantor (Verimark Hospitality Group Inc.) for the fiscal years ending December 31, 2020, and December 31, 2021, audited by Keswick & Holt LLP (Andrew Calloway, CPA, engagement partner), together with the auditor's unqualified opinion thereon;
(ii) Unaudited interim financial statements of Guarantor for the most recently completed fiscal quarter, certified by the chief financial officer of Guarantor;
(iii) Trailing twelve (12)-month operating statements for the Property for the period ending September 30, 2022 (the "T-12"), showing total revenue of approximately Sixty-Two Million Eight Hundred Thousand and No/100 Dollars ($62,800,000.00) and Net Operating Income of approximately Eighteen Million Four Hundred Thousand and No/100 Dollars ($18,400,000.00); and
(iv) A current rent roll, hotel operating data, and STR Report data for the Property, including occupancy rates, average daily rate (ADR), revenue per available room (RevPAR), and food and beverage, spa, marina, and other ancillary revenue data.
(p) Payoff of Existing Loan. Borrower shall have delivered to Lender evidence satisfactory to Lender in its sole discretion that:
(i) All indebtedness under the Existing Loan from Tidewater National Bank, N.A., including the outstanding principal balance of approximately One Hundred Eighteen Million Five Hundred Thousand and No/100 Dollars ($118,500,000.00), all accrued and unpaid interest thereon, and the prepayment premium of approximately One Million One Hundred Eighty-Five Thousand and No/100 Dollars ($1,185,000.00) (being one percent (1.0%) of the outstanding principal balance), will be paid in full on the Closing Date;
(ii) The existing mortgage encumbering the Property in favor of Tidewater National Bank, N.A., recorded in Official Records Book 2892, Page 0445, of the Public Records of Monroe County, Florida, will be satisfied and discharged of record on or promptly after the Closing Date, and a satisfaction or release instrument in recordable form will be delivered to the Title Company;
(iii) The UCC-1 Financing Statement filed in favor of Tidewater National Bank, N.A. (File No. 202219087643, Florida Secured Transaction Registry) will be terminated by the filing of a UCC-3 Termination Statement on or promptly after the Closing Date; and
(iv) A payoff letter from Tidewater National Bank, N.A., addressed to or for the benefit of Lender, confirming the payoff amount and providing wire instructions, has been received by Lender not later than three (3) Business Days prior to the Closing Date.
(q) Reserve Deposits. Borrower shall have deposited (or caused to be deposited) with Lender (or Lender's designee) the upfront Reserve Funds in the aggregate amount of Four Million Eight Hundred Thousand and No/100 Dollars ($4,800,000.00), allocated among the reserve sub-accounts as set forth in the Reserve Agreement and Schedule 3 hereto.
(r) Commitment Fee. Borrower shall have paid to Lender the Commitment Fee in the amount of Eight Hundred Thousand and No/100 Dollars ($800,000.00).
(s) Lender's Counsel Fees. Borrower shall have paid to Whitford Baines & Driscoll LLP the fees and expenses of Lender's counsel incurred in connection with the negotiation, documentation, and closing of the Loan, in an amount not to exceed Two Hundred Seventy-Five Thousand and No/100 Dollars ($275,000.00), plus disbursements . 
(t) Zoning and Permits. Borrower shall have delivered to Lender evidence satisfactory to Lender that the Property and its current use as a hotel and resort comply with all applicable zoning ordinances, land use regulations, building codes, and governmental permits and licenses, including, without limitation, all certificates of occupancy, hotel and restaurant licenses, liquor licenses, marina permits, and any other governmental authorizations required for the lawful operation of the Property.
(u) UCC Searches. Lender shall have received the results of UCC, tax lien, judgment, pending litigation, and bankruptcy searches conducted against Borrower, Guarantor, and their respective principals in all relevant jurisdictions (including, without limitation, the State of Florida and the State of Delaware), and such results shall be satisfactory to Lender.
(v) OFAC/AML Compliance. Lender shall have completed, to its satisfaction, all know-your-customer, anti-money laundering, and OFAC compliance due diligence with respect to Borrower, Guarantor, and their respective principals, officers, directors, and beneficial owners, including, without limitation, screening against the Specially Designated Nationals and blocked Persons List maintained by OFAC, and no such Person shall appear on any such list or otherwise be subject to sanctions administered by OFAC.
(w) Debt Yield. Lender shall have confirmed that the Debt Yield is not less than nine and 50/100 percent (9.50%), calculated as Net Operating Income of approximately Eighteen Million Four Hundred Thousand and No/100 Dollars ($18,400,000.00) divided by the Loan Amount of One Hundred Sixty Million and No/100 Dollars ($160,000,000.00), resulting in a Debt Yield of approximately eleven and 50/100 percent (11.50%).
(x) Other. Borrower shall have delivered to Lender such other documents, instruments, agreements, certificates, and materials as Lender or Lender's counsel may reasonably request in connection with the closing of the Loan and the transactions contemplated by the Loan Documents .
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.
(b) Disbursement of Loan Proceeds. Lender shall have funded the Loan and disbursed the Loan proceeds in accordance with Section 2.1.
(c) No Material Adverse Change in Terms. The material terms and conditions of the Loan as set forth in the Loan Documents shall not differ materially and adversely from the terms set forth in the Commitment Letter dated December 9, 2022.
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, with full power and authority to own, lease, and operate the Property and to execute, deliver, and perform its obligations under the Loan Documents. Borrower is duly qualified or registered to do business and is in good standing in each jurisdiction where the nature of its business or the ownership of its assets requires such qualification or registration.
(b) Authorization; No Conflict. The execution, delivery, and performance by Borrower of the Loan Documents have been duly authorized by all necessary action on the part of Borrower and its members. The execution, delivery, and performance of the Loan Documents do not and will not (i) violate the Articles of Organization, Operating Agreement, or other organizational documents of Borrower, (ii) violate any applicable law, rule, regulation, order, judgment, decree, or governmental authorization applicable to Borrower or the Property, (iii) conflict with, result in a breach of, or constitute a default under any material contract, agreement, or instrument to which Borrower is a party or by which the Property is bound, or (iv) result in the creation or imposition of any lien on the Property other than the liens created by the Loan Documents.
(c) Enforceability. Each Loan Document to which Borrower is a party has been duly executed and delivered by Borrower and constitutes a legal, valid, and binding obligation of Borrower, enforceable against Borrower in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting the rights of creditors generally and to general principles of equity.
(d) Title to Property. Borrower is the sole owner of and holds good, marketable, and indefeasible fee simple title to the Property, subject only to Permitted Encumbrances. The Property is legally described as a portion of Section 27, Township 60 South, Range 39 East, Monroe County, Florida, as more particularly set forth in Exhibit A hereto, and as described in that certain Warranty Deed recorded in Official Records Book 2847, Page 1122, of the Public Records of Monroe County, Florida. The Monroe County Tax Folio Number for the Property is 00460780-000100.
(e) No Liens. The Property is free and clear of all liens, mortgages, pledges, security interests, charges, and encumbrances of any kind, other than the lien of the Mortgage and Permitted Encumbrances. There are no mechanics' liens, materialmen's liens, or other construction liens filed or claimed against the Property, and no work has been performed or materials furnished that could give rise to such a lien.
(f) Compliance with Law.    Property and its operation as a hotel and resort comply in all material respects with all applicable federal, state, and local laws, rules, regulations, codes, ordinances, and requirements, including, without limitation, all environmental laws, zoning and land use regulations, building codes, fire safety codes, the Americans with Disabilities Act of 1990 (as amended), health and sanitation regulations, and all other governmental requirements applicable to the Property. All necessary certificates of occupancy, permits, licenses, and governmental approvals for the current use and operation of the Property have been obtained and are in full force and effect.
(g) No Litigation. There are no  actions, suits, claims, proceedings, or investigations (including, without limitation, any condemnation or eminent domain proceedings) pending or, to Borrower's knowledge, threatened against or affecting Borrower, Guarantor, or the Property before any court, arbitrator, administrative agency, or other Governmental Authority that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Change. Borrower has not received any notice of any such pending or threatened action, suit, claim, proceeding, or investigation.
(h) Financial Statements. All financial statements, operating statements, and other financial information delivered by Borrower or Guarantor to Lender in connection with the Loan are true, correct, and complete in all material respects as of their respective dates and have been prepared in accordance with GAAP (or such other basis as specified therein) applied consistently throughout the periods covered thereby. Since the date of the most recent financial statements delivered to Lender, there has been no Material Adverse Change in the financial condition, results of operations, or business of Borrower or Guarantor or in the condition, operation, or value of the Property .
(i) Taxes. All real property taxes, personal property taxes, assessments, and governmental charges of every kind with respect to the Property that are due and payable have been paid in full, and there are no delinquencies with respect thereto. The Monroe County Tax Folio Number for the Property is 00460780-000100. Borrower is not aware of any proposed increase in real property tax assessments or any special assessments that could reasonably be expected to materially increase the tax burden on the Property.
(j) Insurance. The Property is insured in accordance with the Insurance Requirements set forth in Article V and Exhibit E. All insurance policies are in full force and effect, all premiums due thereon have been paid, and no notice of cancellation, non-renewal, or material change has been received by Borrower with respect to any such policy.
(k) Environmental. To Borrower's actual knowledge, after due inquiry and investigation , (i) no Hazardous Materials are present on, under, or about the Property in violation of any applicable Environmental Laws, (ii) no release or threatened release of Hazardous Materials has occurred at, on, under, from, or affecting the Property, (iii) no underground storage tanks are located on the Property, (iv) the Property has never been used for the generation, treatment, storage, or disposal of Hazardous Materials, except in compliance with all applicable Environmental Laws, and (v) no environmental claims, actions, suits, demands, or investigations are pending or, to Borrower's knowledge, threatened against or affecting the Property.
(l) Leases and Occupancy Agreements. Borrower has disclosed to Lender all space leases, license agreements, concession agreements, and occupancy agreements (othe