promissory-note-borrower-markup.docx

1021-00007 · Verimark Hospitality Group · Loan Documents

promissory-note-borrower-markup.docx DOCUMENT Real Estate

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Prepared By and When Recorded Return To: Whitford Baines & Driscoll LLP 1221 Avenue of the Americas, Suite 4400 New York, NY 10020

Attention: Philip Tarrant Corporation

DRAFT — FOR DISCUSSION PURPOSES ONLY

PROMISSORY NOTE

$160,000,000.00

[__, 20__]

New York, New York

FOR VALUE RECEIVED, CORAL PALMS RESORT HOLDINGS LLC, a Florida limited liability company, having an address at 99000 Overseas Highway, Key Largo, Monroe County, Florida 33037 (hereinafter referred to as the "Maker" or "Borrower"), hereby to pay to the order of PINNACLE ATLANTIC CAPITAL, LLC, a Delaware limited liability company, having an address at 200 Lexington Avenue, 38th Floor, New York, New York 10016 (hereinafter referred to as the "Lender" or "Holder"), or at such other place as the Lender may from time to time designate in writing, the principal sum of ONE HUNDRED SIXTY MILLION AND NO/100 DOLLARS ($160,000,000.00), together with interest thereon as hereinafter provided, in lawful money of the United States of America, all in accordance with the terms and conditions set forth herein.

This Promissory Note (this "Note") is executed and delivered pursuant to that certain Loan Agreement of even date herewith by and between Maker and Lender (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Loan Agreement"), and is the "Note" referred to therein. This Note is secured by, among other things, that certain Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing of even date herewith (the "Mortgage") executed by Maker in favor of Lender and encumbering the property located at 99000 Overseas Highway, Key Largo, Monroe County, Florida 33037 (the "Property"), which Mortgage is to be recorded in the Public Records of Monroe County, Florida. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Loan Agreement.

The terms, covenants, and conditions of this Note are as follows:

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 funds, without setoff, counterclaim, deduction, defense, or abatement of any kind, to Lender at its address set forth above, or at such other place or to such other account as Lender may from time to time designate in writing to Maker.

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 on which the outstanding principal balance is repaid in full.

2.2 Default Rate. Upon the occurrence and during the continuance of an Event of Default (as defined in Section 9 hereof and in the Loan Agreement), interest shall accrue on the entire outstanding principal balance at a rate per annum (the "Default Rate") equal to the lesser of (a) the Interest Rate plus per annum (i.e., per annum) or (b) the maximum rate of interest permitted by applicable law. Default interest shall accrue from the date of the occurrence of such Event of Default until such Event of Default is cured or waived in writing by Lender, or until all amounts due hereunder and under the other Loan Documents are paid in full. The accrual of interest at the Default Rate shall not constitute a waiver by Lender of the underlying Event of Default giving rise to such accrual, nor shall it limit, restrict, or otherwise affect any of Lender's rights or remedies hereunder, under the Loan Agreement, or under any of the other Loan Documents, at law, or in equity.

2.3 Usury Savings Clause. Notwithstanding anything to the contrary contained herein or in any of the other Loan Documents, in no event shall the aggregate of all interest and other charges constituting interest under applicable law and contracted for, charged, received, or collected by Lender pursuant to the terms of this Note or any of the other Loan Documents exceed the maximum rate of interest permitted by applicable law (the "Maximum Lawful Rate"). If any interest payment or other charge constituting interest under applicable law that is payable hereunder or under any of the other Loan Documents would, but for this Section 2.3, exceed the Maximum Lawful Rate, then such interest or charge shall automatically be reduced to the Maximum Lawful Rate, and any excess amount that has been paid by Maker shall be applied first to the reduction of the outstanding principal balance hereunder and, if no principal remains outstanding, shall be refunded to Maker. In determining whether the amount of interest contracted for, charged, received, or collected exceeds the Maximum Lawful Rate, all interest and charges shall be amortized, prorated, allocated, and spread throughout the full stated term of this Note (and any renewals or extensions thereof) to the extent permitted by applicable law. This Section 2.3 shall control every other provision of this Note and of the other Loan Documents.

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 required during the Interest-Only Period.

3.2 Amortization Period. Commencing on the first Payment Date following the expiration of the Interest-Only Period and continuing on each Payment Date thereafter through and including the Maturity Date (as defined in Section 3.4 below), Maker shall make monthly payments of principal and interest in an amount sufficient to amortize the then-outstanding principal balance over a thirty (30) year amortization schedule, calculated at the Interest Rate applied to the then-outstanding principal balance as of the first day of the applicable amortization period. The monthly payment amount for the amortization period shall be recalculated by Lender as of the first Payment Date following the expiration of the Interest-Only Period and shall be communicated to Maker in writing not less than ten (10) days prior to such Payment Date. An amortization schedule reflecting the foregoing is attached hereto as Exhibit B and incorporated herein by reference (or shall be attached upon determination of the funding date, as applicable).

3.3 Payment Dates. Each installment of interest (during the Interest-Only Period) and each installment of principal and interest (during the amortization period) shall be due and payable on the first (1st) Business Day of each calendar month during the term of this Note (each such date, a "Payment Date"). The first Payment Date shall be the first (1st) Business Day of the first full calendar month following the date of this Note. As used herein, "Business Day" means any day other than a Saturday, Sunday, or any other day on which commercial banks in New York, New York or Miami, Florida are authorized or required by law or executive order to close.

3.4 Maturity Date. The entire outstanding principal balance of this Note, together with all accrued and unpaid interest thereon (including, without limitation, any interest accrued at the Default Rate) and all other amounts due and payable hereunder and under the other Loan Documents, shall be due and payable in full on the date that is five (5) years from the date hereof (the "Maturity Date"), as such date may be extended pursuant to Section 3.5 below. If the Maturity Date (or any extended Maturity Date) falls on a day that is not a Business Day, then the Maturity Date shall be the Business Day immediately such date.

3.5 Extension Options. Subject to and in accordance with the terms and conditions set forth in the Loan Agreement, Maker shall have the right to extend the Maturity Date for two (2) successive periods of one (1) year each (each such period, an "Extension Term"). The exercise of each Extension Term shall be conditioned upon the satisfaction of each of the following conditions, as determined by Lender in its reasonable discretion:

(a) No Event of Default shall have occurred and be continuing as of the date of Maker's request for extension or as of the then-current Maturity Date;

(b) The Debt Service Coverage Ratio (as defined in the Loan Agreement) for the Property shall be not less than 1.25 to 1.00 (1.25x) as of the date of extension, calculated ;

(c) Maker shall have paid to Lender an extension fee in an amount equal to twenty-five hundredths of one percent (0.25%) of the then-outstanding principal balance for each Extension Term, which fee shall be fully earned when paid and shall be non-refundable under any circumstances; and

(d) Maker shall have satisfied all other conditions and requirements for the applicable Extension Term as

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

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 priority as Lender determines, without regard to the priority set forth above. No application of payments in a manner inconsistent with the foregoing priority shall be deemed a waiver of any Event of Default or of any right or remedy of Lender hereunder or under any of the other Loan Documents.

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 defined in and calculated in accordance with the Loan Agreement) and (b) the Exit Fee set forth in Section 5.2 below. Any voluntary prepayment shall be accompanied by accrued and unpaid interest on the principal amount being prepaid through and including the date of prepayment.

5.2 Exit Fee. Upon any repayment of the outstanding principal balance of this Note in full, whether Maker shall pay to Lender, simultaneously with such repayment, an exit fee in an amount equal to twenty-five hundredths of one percent (0.25%) of the outstanding principal balance being repaid at such time (the "Exit Fee"). The Exit Fee shall be fully earned when due and payable and shall be non-refundable under any circumstances.

No partial prepayment of the outstanding principal balance of this Note shall relieve Maker of the obligation to make all remaining scheduled monthly payments of principal and interest as they become due hereunder, unless and until all amounts due and payable under this Note and the other Loan Documents have been indefeasibly paid in full in cash. Any partial prepayment shall be applied to the outstanding principal balance in inverse order of maturity (i.e., to the last-maturing installments of principal first) or in such other manner as Lender may determine in its reasonable discretion.

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 the administrative costs and expenses that Lender will incur as a result of such late payment and that the exact amount of such costs and expenses would be extremely difficult and impractical to determine. The Late Charge shall be in addition to, and not in lieu of, any interest accruing at the Default Rate pursuant to Section 2.2 hereof

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, Florida, as more particularly described in the Mortgage. The Monroe County, Florida Tax Folio Number for the Property is 00460780-000100.

This Note is additionally secured by the other Loan Documents, including, without limitation, the Loan Agreement, the Cash Management Agreement of even date herewith, the Reserve Agreement of even date herewith, the Environmental Indemnity Agreement of even date herewith, and all other instruments, agreements, and documents now or hereafter executed and delivered by Maker, Guarantor, or any other party in connection with the loan evidenced by this Note. This Note is further supported by that certain Guaranty Agreement of even date herewith (the "Guaranty") executed by Verimark Hospitality Group Inc., a Delaware corporation (the "Guarantor"), in favor of Lender. The Guaranty provides for, among other things, certain

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 subject to and governed by all of the terms and conditions of the Loan Agreement and the other Loan Documents.

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 control and govern; provided, however, that with respect to (a) the to pay set forth in Section 1 hereof, (b) the Interest Rate set forth in Section 2.1 hereof, and (c) the Maturity Date set forth in Section 3.4 hereof, the terms and provisions of this Note shall control and govern to the extent of any such conflict or inconsistency

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 (subject to any applicable notice and cure period expressly set forth in the Loan Agreement with respect to such payment obligation, and

(b) The occurrence of any default or event of default under any of the other Loan Documents, including, without limitation, the Loan Agreement, the Mortgage, the Guaranty, the Cash Management Agreement, the Reserve Agreement, and the Environmental Indemnity Agreement (each such default or event of default constituting a cross-default hereunder).

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 interest thereon (including any interest accrued at the Default Rate), and all other amounts due and payable under this Note, the Loan Agreement, and the other Loan Documents, to be immediately due and payable in full, In the event of certain bankruptcy, insolvency, receivership, dissolution, or reorganization events affecting Maker, Guarantor, or the Property, as more particularly described in the Loan Agreement, all such amounts shall become immediately and automatically due and payable without any declaration, notice, or other action by Lender.

The exercise by Lender of its right to accelerate the maturity of this Note shall not constitute an election of remedies, and Lender shall be entitled to pursue all other rights and remedies available to Lender under this Note, the Loan Agreement, the Mortgage, and the other Loan Documents, at law, or in equity, concurrently or successively, in any order that Lender may determine.

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;

(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 provided in the Loan Agreement or as required by applicable law that cannot be waived ;

(f) diligence in collecting any amounts due hereunder or in commencing or pursuing any action or proceeding to collect amounts due hereunder;

any right to assert any statute of limitations as a defense to the enforcement of this Note or the other Loan Documents to the extent permitted by applicable law.

No failure or delay by Lender in exercising any right, power, or privilege hereunder or under any of the other Loan Documents shall operate as a waiver thereof, and no single or partial exercise of any such right, power, or privilege shall preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. The rights and remedies of Lender under this Note and the other Loan Documents are cumulative and are not exclusive of any other rights or remedies that Lender may have at law or in equity.

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 Agreement are incorporated herein by reference and shall apply to any action, proceeding, or counterclaim arising out of or relating to this Note with the same force and effect as if set forth herein in full.

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. Maker hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that Maker may now or hereafter have to the laying of venue of any such action, suit, or proceeding in any such court. Maker hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of any such action, suit, or proceeding in any such court. Maker agrees that a final judgment in any such action, suit, or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment or in any other manner provided by applicable law.

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 WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE. MAKER AND LENDER EACH ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT FOR EACH PARTY TO ENTER INTO THE TRANSACTIONS CONTEMPLATED BY THE LOAN DOCUMENTS, THAT EACH PARTY HAS BEEN REPRESENTED BY LEGAL COUNSEL IN CONNECTION WITH THE NEGOTIATION AND EXECUTION OF THIS NOTE AND THE OTHER LOAN DOCUMENTS, AND THAT THIS WAIVER HAS BEEN KNOWINGLY AND VOLUNTARILY MADE BY EACH PARTY AFTER CONSULTATION WITH SUCH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS, OR MODIFICATIONS OF THIS NOTE, THE LOAN AGREEMENT, THE MORTGAGE, OR ANY OF THE OTHER LOAN DOCUMENTS. IN THE EVENT OF LITIGATION, THIS NOTE MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT WITHOUT A JURY.**

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 Boulevard, Suite 2200 Miami, Florida 33131

Attention: Derek Huang, SVP – Capital Markets & Treasury

With a copy to (which shall not constitute notice):

Calderwood & Harkness LLP 100 Southeast Second Street, Suite 3800 Miami, Florida 33131

Attention: Douglas Fairchild

If to Lender:

Pinnacle Atlantic Capital, LLC 200 Lexington Avenue, 38th Floor New York, New York 10016

Attention: Martin Drubeck, Managing Director – Real Estate Lending

With a copy to (which shall not constitute notice):

Whitford Baines & Driscoll LLP 1221 Avenue of the Americas, Suite 4400 New York, New York 10020

Attention: Philip Tarrant Corporation

Either party may change its notice address by giving written notice to the other party in accordance with the Loan Agreement.

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 any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which it is given.

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, covenants, and conditions of this Note shall continue in full force and effect and shall in no way be affected, impaired, or invalidated thereby To the extent permitted by applicable law, the parties hereto hereby waive any provision of law that renders any such term, provision, covenant, or condition invalid, illegal, or unenforceable in any respect.

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 and absolute discretion. Any purported assignment by Maker without such consent shall be null, void, and of no force or effect. Lender may freely assign, transfer, negotiate, pledge, hypothecate, or endorse this Note, in whole or in part, to any person or entity without the consent of or notice to Maker, and any such assignee, transferee, or endorsee shall thereupon become vested with all of the rights and remedies of Lender hereunder with respect to the portion of this Note so assigned, transferred, or endorsed.

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 RESORT HOLDINGS LLC, a Florida limited liability company

By: Verimark Hospitality Group Inc.,

a Delaware corporation, its sole member

By: ________

Name: [____]

Title: [____]

ACKNOWLEDGED AND AGREED by Lender solely for purposes of the mutual waiver of jury trial set forth in Section 14 of this Note:

LENDER:

PINNACLE ATLANTIC CAPITAL, LLC, a Delaware limited liability company

By: ________

Name: Martin Drubeck

Title: Managing Director – Real Estate Lending

EXHIBIT A

LEGAL DESCRIPTION OF THE PROPERTY

The real property encumbered by the Mortgage is located in Monroe County, Florida, and is more particularly described as follows:

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.

Monroe County, Florida Tax Folio No.: 00460780-000100

Property Commonly Known As:

Coral Palms Grand Resort & Spa 99000 Overseas Highway Key Largo, Monroe County, Florida 33037

Together with all of the right, title, and interest of Maker in and to all improvements now or hereafter erected on the above-described land, and all easements, rights-of-way, privileges, hereditaments, and appurtenances thereunto belonging or in anywise appertaining thereto, and all fixtures, equipment, and personal property attached to or used in connection with the operation of the above-described land and improvements, all as more particularly described in the Mortgage.

EXHIBIT B

AMORTIZATION SCHEDULE

[To be attached upon determination of the funding date.]

The amortization schedule to be attached hereto shall reflect the following payment structure for the loan evidenced by this Note:

Years 1 through 2 (Interest-Only Period): Monthly payments of interest only on the outstanding principal balance of $160,000,000.00 at the Interest Rate of 5.35% per annum, calculated on a 30/360 day count basis. The estimated monthly interest-only payment during this period shall be approximately $713,333.33 per month (subject to adjustment based on actual days elapsed in each interest accrual period).

Years 3 through 5 (Amortization Period): Monthly payments of principal and interest based on a thirty (30) year amortization schedule at the Interest Rate of 5.35% per annum, applied to the then-outstanding principal balance as of the first day of the amortization period. The monthly amortization payment amount will be calculated and communicated to Maker in accordance with Section 3.2 of this Note.

Maturity Date Balloon Payment: On the Maturity Date (or, if extended, on the last day of the applicable Extension Term), the entire remaining outstanding principal balance, together with all accrued and unpaid interest, the Exit Fee, and all other amounts due and payable under this Note and the other Loan Documents, shall be due and payable in full. Given the thirty (30) year amortization schedule applied over a three (3) year amortization period (years 3 through 5), a substantial balloon payment of remaining principal will be due on the Maturity Date.

DRAFT — FOR DISCUSSION PURPOSES ONLY Whitford Baines & Driscoll LLP December 19, 2022

Prepared By and When Recorded Return To: Whitford Baines & Driscoll LLP 1221 Avenue of the Americas, Suite 4400 New York, NY 10020
Attention: Philip Tarrant Corporation
DRAFT — FOR DISCUSSION PURPOSES ONLY
PROMISSORY NOTE
$160,000,000.00
[__, 20__]
New York, New York
FOR VALUE RECEIVED, CORAL PALMS RESORT HOLDINGS LLC, a Florida limited liability company, having an address at 99000 Overseas Highway, Key Largo, Monroe County, Florida 33037 (hereinafter referred to as the "Maker" or "Borrower"), hereby   to pay to the order of PINNACLE ATLANTIC CAPITAL, LLC, a Delaware limited liability company, having an address at 200 Lexington Avenue, 38th Floor, New York, New York 10016 (hereinafter referred to as the "Lender" or "Holder"), or at such other place as the Lender may from time to time designate in writing, the principal sum of ONE HUNDRED SIXTY MILLION AND NO/100 DOLLARS ($160,000,000.00), together with interest thereon as hereinafter provided, in lawful money of the United States of America, all in accordance with the terms and conditions set forth herein.
This Promissory Note (this "Note") is executed and delivered pursuant to that certain Loan Agreement of even date herewith by and between Maker and Lender (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Loan Agreement"), and is the "Note" referred to therein. This Note is secured by, among other things, that certain Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing of even date herewith (the "Mortgage") executed by Maker in favor of Lender and encumbering the property located at 99000 Overseas Highway, Key Largo, Monroe County, Florida 33037 (the "Property"), which Mortgage is to be recorded in the Public Records of Monroe County, Florida. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Loan Agreement.
The terms, covenants, and conditions of this Note are as follows:
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 funds, without setoff, counterclaim, deduction, defense, or abatement of any kind, to Lender at its address set forth above, or at such other place or to such other account as Lender may from time to time designate in writing to Maker.
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 on which the outstanding principal balance is repaid in full.
2.2 Default Rate. Upon the occurrence and during the continuance of an Event of Default (as defined in Section 9 hereof and in the Loan Agreement), interest shall accrue on the entire outstanding principal balance  at a rate per annum (the "Default Rate") equal to the lesser of (a) the Interest Rate plus   per annum (i.e.,   per annum) or (b) the maximum rate of interest permitted by applicable law. Default interest shall accrue from the date of the occurrence of such Event of Default until such Event of Default is cured or waived in writing by Lender, or until all amounts due hereunder and under the other Loan Documents are paid in full. The accrual of interest at the Default Rate shall not constitute a waiver by Lender of the underlying Event of Default giving rise to such accrual, nor shall it limit, restrict, or otherwise affect any of Lender's rights or remedies hereunder, under the Loan Agreement, or under any of the other Loan Documents, at law, or in equity.
2.3 Usury Savings Clause. Notwithstanding anything to the contrary contained herein or in any of the other Loan Documents, in no event shall the aggregate of all interest and other charges constituting interest under applicable law and contracted for, charged, received, or collected by Lender pursuant to the terms of this Note or any of the other Loan Documents exceed the maximum rate of interest permitted by applicable law (the "Maximum Lawful Rate").  If any interest payment or other charge constituting interest under applicable law that is payable hereunder or under any of the other Loan Documents would, but for this Section 2.3, exceed the Maximum Lawful Rate, then such interest or charge shall automatically be reduced to the Maximum Lawful Rate, and any excess amount that has been paid by Maker shall be applied first to the reduction of the outstanding principal balance hereunder and, if no principal remains outstanding, shall be refunded to Maker.  In determining whether the amount of interest contracted for, charged, received, or collected exceeds the Maximum Lawful Rate, all interest and charges shall be amortized, prorated, allocated, and spread throughout the full stated term of this Note (and any renewals or extensions thereof) to the extent permitted by applicable law. This Section 2.3 shall control every other provision of this Note and of the other Loan Documents.
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 required during the Interest-Only Period.
3.2 Amortization Period. Commencing on the first Payment Date following the expiration of the Interest-Only Period and continuing on each Payment Date thereafter through and including the Maturity Date (as defined in Section 3.4 below), Maker shall make monthly payments of principal and interest in an amount sufficient to amortize the then-outstanding principal balance over a thirty (30) year amortization schedule, calculated at the Interest Rate applied to the then-outstanding principal balance as of the first day of the applicable amortization period. The monthly payment amount for the amortization period shall be recalculated by Lender as of the first Payment Date following the expiration of the Interest-Only Period and shall be communicated to Maker in writing not less than ten (10) days prior to such Payment Date. An amortization schedule reflecting the foregoing is attached hereto as Exhibit B and incorporated herein by reference (or shall be attached upon determination of the funding date, as applicable).
3.3 Payment Dates. Each installment of interest (during the Interest-Only Period) and each installment of principal and interest (during the amortization period) shall be due and payable on the first (1st) Business Day of each calendar month during the term of this Note (each such date, a "Payment Date"). The first Payment Date shall be the first (1st) Business Day of the first full calendar month following the date of this Note. As used herein, "Business Day" means any day other than a Saturday, Sunday, or any other day on which commercial banks in New York, New York or Miami, Florida are authorized or required by law or executive order to close.
3.4 Maturity Date. The entire outstanding principal balance of this Note, together with all accrued and unpaid interest thereon (including, without limitation, any interest accrued at the Default Rate) and all other amounts due and payable hereunder and under the other Loan Documents, shall be due and payable in full on the date that is five (5) years from the date hereof (the "Maturity Date"), as such date may be extended pursuant to Section 3.5 below. If the Maturity Date (or any extended Maturity Date) falls on a day that is not a Business Day, then the Maturity Date shall be the Business Day immediately   such date.
3.5 Extension Options. Subject to and in accordance with the terms and conditions set forth in the Loan Agreement, Maker shall have the right to extend the Maturity Date for two (2) successive periods of one (1) year each (each such period, an "Extension Term"). The exercise of each Extension Term shall be conditioned upon the satisfaction of each of the following conditions, as determined by Lender in its reasonable discretion:
(a) No Event of Default shall have occurred and be continuing  as of the date of Maker's request for extension or as of the then-current Maturity Date;
(b) The Debt Service Coverage Ratio (as defined in the Loan Agreement) for the Property shall be not less than 1.25 to 1.00 (1.25x) as of the date of extension, calculated  ;
(c) Maker shall have paid to Lender an extension fee in an amount equal to twenty-five hundredths of one percent (0.25%) of the then-outstanding principal balance  for each Extension Term, which fee shall be  fully earned when paid and shall be non-refundable under any circumstances; and
(d) Maker shall have satisfied all other conditions and requirements for the applicable Extension Term as  
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 priority as Lender determines, without regard to the priority set forth above. No application of payments in a manner inconsistent with the foregoing priority shall be deemed a waiver of any Event of Default or of any right or remedy of Lender hereunder or under any of the other Loan Documents.
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 defined in and calculated in accordance with the Loan Agreement) and (b) the Exit Fee set forth in Section 5.2 below.  Any voluntary prepayment shall be accompanied by accrued and unpaid interest on the principal amount being prepaid through and including the date of prepayment.
5.2 Exit Fee. Upon any repayment of the outstanding principal balance of this Note in full, whether   Maker shall pay to Lender, simultaneously with such repayment, an exit fee in an amount equal to twenty-five hundredths of one percent (0.25%) of the outstanding principal balance being repaid at such time (the "Exit Fee"). The Exit Fee shall be fully earned when due and payable and shall be non-refundable under any circumstances. 
  No partial prepayment of the outstanding principal balance of this Note shall relieve Maker of the obligation to make all remaining scheduled monthly payments of principal and interest as they become due hereunder, unless and until all amounts due and payable under this Note and the other Loan Documents have been indefeasibly paid in full in cash. Any partial prepayment shall be applied to the outstanding principal balance in inverse order of maturity (i.e., to the last-maturing installments of principal first) or in such other manner as Lender may determine in its reasonable discretion. 
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 the administrative costs and expenses that Lender will incur as a result of such late payment and that the exact amount of such costs and expenses would be extremely difficult and impractical to determine.  The Late Charge shall be in addition to, and not in lieu of, any interest accruing at the Default Rate pursuant to Section 2.2 hereof 
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, Florida, as more particularly described in the Mortgage. The Monroe County, Florida Tax Folio Number for the Property is 00460780-000100.
This Note is additionally secured by the other Loan Documents, including, without limitation, the Loan Agreement, the Cash Management Agreement of even date herewith, the Reserve Agreement of even date herewith, the Environmental Indemnity Agreement of even date herewith, and all other instruments, agreements, and documents now or hereafter executed and delivered by Maker, Guarantor, or any other party in connection with the loan evidenced by this Note. This Note is further supported by that certain  Guaranty Agreement of even date herewith (the "Guaranty") executed by Verimark Hospitality Group Inc., a Delaware corporation (the "Guarantor"), in favor of Lender. The Guaranty provides for, among other things, certain  
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 subject to and governed by all of the terms and conditions of the Loan Agreement and the other Loan Documents.
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 control and govern; provided, however, that with respect to (a) the   to pay set forth in Section 1 hereof, (b) the Interest Rate set forth in Section 2.1 hereof, and (c) the Maturity Date set forth in Section 3.4 hereof, the terms and provisions of this Note shall control and govern to the extent of any such conflict or inconsistency 
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 (subject to any applicable notice and cure period expressly set forth in the Loan Agreement with respect to such payment obligation,   and
(b) The occurrence of any default or event of default under any of the other Loan Documents, including, without limitation, the Loan Agreement, the Mortgage, the Guaranty, the Cash Management Agreement, the Reserve Agreement, and the Environmental Indemnity Agreement (each such default or event of default constituting a cross-default hereunder).
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 interest thereon (including any interest accrued at the Default Rate),   and all other amounts due and payable under this Note, the Loan Agreement, and the other Loan Documents, to be immediately due and payable in full,   In the event of certain bankruptcy, insolvency, receivership, dissolution, or reorganization events affecting Maker, Guarantor, or the Property, as more particularly described in the Loan Agreement, all such amounts shall become immediately and automatically due and payable without any declaration, notice, or other action by Lender.
The exercise by Lender of its right to accelerate the maturity of this Note shall not constitute an election of remedies, and Lender shall be entitled to pursue all other rights and remedies available to Lender under this Note, the Loan Agreement, the Mortgage, and the other Loan Documents, at law, or in equity, concurrently or successively, in any order that Lender may determine.
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 provided in the Loan Agreement or as required by applicable law that cannot be waived ;
(f) diligence in collecting any amounts due hereunder or in commencing or pursuing any action or proceeding to collect amounts due hereunder;
  any right to assert any statute of limitations as a defense to the enforcement of this Note or the other Loan Documents to the extent permitted by applicable law.
No failure or delay by Lender in exercising any right, power, or privilege hereunder or under any of the other Loan Documents shall operate as a waiver thereof, and no single or partial exercise of any such right, power, or privilege shall preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. The rights and remedies of Lender under this Note and the other Loan Documents are cumulative and are not exclusive of any other rights or remedies that Lender may have at law or in equity.
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 Agreement are incorporated herein by reference and shall apply to any action, proceeding, or counterclaim arising out of or relating to this Note with the same force and effect as if set forth herein in full.
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. Maker hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that Maker may now or hereafter have to the laying of venue of any such action, suit, or proceeding in any such court. Maker hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of any such action, suit, or proceeding in any such court. Maker agrees that a final judgment in any such action, suit, or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment or in any other manner provided by applicable law.
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 WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE. MAKER AND LENDER EACH ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT FOR EACH PARTY TO ENTER INTO THE TRANSACTIONS CONTEMPLATED BY THE LOAN DOCUMENTS, THAT EACH PARTY HAS BEEN REPRESENTED BY LEGAL COUNSEL IN CONNECTION WITH THE NEGOTIATION AND EXECUTION OF THIS NOTE AND THE OTHER LOAN DOCUMENTS, AND THAT THIS WAIVER HAS BEEN KNOWINGLY AND VOLUNTARILY MADE BY EACH PARTY AFTER CONSULTATION WITH SUCH LEGAL COUNSEL.  THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS, OR MODIFICATIONS OF THIS NOTE, THE LOAN AGREEMENT, THE MORTGAGE, OR ANY OF THE OTHER LOAN DOCUMENTS. IN THE EVENT OF LITIGATION, THIS NOTE MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT WITHOUT A JURY.**
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 Boulevard, Suite 2200 Miami, Florida 33131
Attention: Derek Huang, SVP – Capital Markets & Treasury
With a copy to (which shall not constitute notice):
Calderwood & Harkness LLP 100 Southeast Second Street, Suite 3800 Miami, Florida 33131
Attention: Douglas Fairchild
If to Lender:
Pinnacle Atlantic Capital, LLC 200 Lexington Avenue, 38th Floor New York, New York 10016
Attention: Martin Drubeck, Managing Director – Real Estate Lending
With a copy to (which shall not constitute notice):
Whitford Baines & Driscoll LLP 1221 Avenue of the Americas, Suite 4400 New York, New York 10020
Attention: Philip Tarrant Corporation
Either party may change its notice address by giving written notice to the other party in accordance with the Loan Agreement.
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 any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which it is given.  
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, covenants, and conditions of this Note shall continue in full force and effect and shall in no way be affected, impaired, or invalidated thereby  To the extent permitted by applicable law, the parties hereto hereby waive any provision of law that renders any such term, provision, covenant, or condition invalid, illegal, or unenforceable in any respect.
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 and absolute discretion. Any purported assignment by Maker without such consent shall be null, void, and of no force or effect. Lender may freely assign, transfer, negotiate, pledge, hypothecate, or endorse this Note, in whole or in part, to any person or entity without the consent of or notice to Maker, and any such assignee, transferee, or endorsee shall thereupon become vested with all of the rights and remedies of Lender hereunder with respect to the portion of this Note so assigned, transferred, or endorsed. 
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 RESORT HOLDINGS LLC, a Florida limited liability company
By: Verimark Hospitality Group Inc.,
a Delaware corporation, its sole member
By: ________
Name: [____]
Title: [____]
ACKNOWLEDGED AND AGREED by Lender solely for purposes of the mutual waiver of jury trial set forth in Section 14  of this Note:
LENDER:
PINNACLE ATLANTIC CAPITAL, LLC, a Delaware limited liability company
By: ________
Name: Martin Drubeck
Title: Managing Director – Real Estate Lending
EXHIBIT A
LEGAL DESCRIPTION OF THE PROPERTY
The real property encumbered by the Mortgage is located in Monroe County, Florida, and is more particularly described as follows:
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.
Monroe County, Florida Tax Folio No.: 00460780-000100
Property Commonly Known As:
Coral Palms Grand Resort & Spa 99000 Overseas Highway Key Largo, Monroe County, Florida 33037
Together with all of the right, title, and interest of Maker in and to all improvements now or hereafter erected on the above-described land, and all easements, rights-of-way, privileges, hereditaments, and appurtenances thereunto belonging or in anywise appertaining thereto, and all fixtures, equipment, and personal property attached to or used in connection with the operation of the above-described land and improvements, all as more particularly described in the Mortgage.
EXHIBIT B
AMORTIZATION SCHEDULE
[To be attached upon determination of the funding date.]
The amortization schedule to be attached hereto shall reflect the following payment structure for the loan evidenced by this Note:
Years 1 through 2 (Interest-Only Period): Monthly payments of interest only on the outstanding principal balance of $160,000,000.00 at the Interest Rate of 5.35% per annum, calculated on a 30/360 day count basis. The estimated monthly interest-only payment during this period shall be approximately $713,333.33 per month (subject to adjustment based on actual days elapsed in each interest accrual period).
Years 3 through 5 (Amortization Period): Monthly payments of principal and interest based on a thirty (30) year amortization schedule at the Interest Rate of 5.35% per annum, applied to the then-outstanding principal balance as of the first day of the amortization period. The monthly amortization payment amount will be calculated and communicated to Maker in accordance with Section 3.2 of this Note.
Maturity Date Balloon Payment: On the Maturity Date (or, if extended, on the last day of the applicable Extension Term), the entire remaining outstanding principal balance, together with all accrued and unpaid interest, the Exit Fee, and all other amounts due and payable under this Note and the other Loan Documents, shall be due and payable in full. Given the thirty (30) year amortization schedule applied over a three (3) year amortization period (years 3 through 5), a substantial balloon payment of remaining principal will be due on the Maturity Date.
DRAFT — FOR DISCUSSION PURPOSES ONLY Whitford Baines & Driscoll LLP December 19, 2022

PROMISSORY NOTE

LENDER:

EXHIBIT A

LEGAL DESCRIPTION OF THE PROPERTY

EXHIBIT B

AMORTIZATION SCHEDULE

Record

Parties

Dates

Amounts