TERM LOAN AGREEMENT by and among CJUF II STRATUS BLOCK 21 LLC, a Delaware limited liability company, as Borrower, and BANK OF AMERICA, N.A., a national banking association, as Administrative Agent, and the Lenders party hereto from time to time with...Term Loan Agreement • October 3rd, 2013 • Stratus Properties Inc • Land subdividers & developers (no cemeteries)
Table of Contents Page Article I General Information 1 Section 1.1 Conditions to Closing 1 Section 1.2 Schedules 1 Section 1.3 Defined Terms 1 Article II Terms of the Loan 1 Section 2.1 The Loan 1 Section 2.2 Loan Advance 2 Section 2.3 Reserve Funds 2 Section 2.4 Automatic Deduction 3 Article III Representations and Warranties 4 Section 3.1 Organization, Power and Authority of Borrower; Loan Documents 4 Section 3.2 Other Documents; Laws 4 Section 3.3 Taxes 4 Section 3.4 Legal Actions 4 Section 3.5 Nature of Loan 5 Section 3.6 Trade Names 5 Section 3.7 Financial Statements 5 Section 3.8 No Material Adverse Change 5 Section 3.9 ERISA and Prohibited Transactions 5 Section 3.10 Compliance with Laws and Zoning and Other Requirements; Encroachments 6 Section 3.11 Certificates of Occupancy 6 Section 3.12 Utilities; Roads; Access 6 Section 3.13 Other Liens 6 Section 3.14 No Defaults 6 Section 3.15 Organizational Documents 7 Section 3.16 Condomi
PROMISSORY NOTEStratus Properties Inc • October 3rd, 2013 • Land subdividers & developers (no cemeteries)
FOR VALUE RECEIVED, CJUF II Stratus Block 21 LLC, a Delaware limited liability company (“Borrower”), hereby unconditionally promises to pay to the order of Bank of America, N.A., a national banking association, as administrative agent for the lenders from time to time party to the Loan Agreement as hereinafter defined (as more particularly defined in the Loan Agreement, “Administrative Agent”), without offset, in immediately available funds in lawful money of the United States of America, at Administrative Agent’s Office, the principal sum of One Hundred Million and 00/100 Dollars ($100,000,000) (or the unpaid balance of all principal advanced against this Note (as hereinafter defined), if that amount is less), together with interest on the unpaid principal balance of this Note from day to day outstanding as hereinafter provided.
