Exhibit 10.25


 


AMENDED AND RESTATED PROMISSORY NOTE


 


	U.S. $53,154,600.00	As of December 31, 2014


 


FOR VALUE RECEIVED, the
undersigned, having an address at 189 South Orange Avenue, Suite 1700, Orlando, Florida 32801 (“Maker”), hereby
promises to pay to the order of KEYBANK NATIONAL ASSOCIATION, a national banking association (“Payee”),
having an address at 4910 Tiedeman Road, 3rd Floor, Brooklyn, Ohio 44144, the principal sum of Fifty-Three Million One
Hundred Fifty-Four Thousand Six Hundred and No/100 Dollars ($53,154,600.00) or so much thereof as may be advanced from time to
time pursuant to the Loan Agreement (as defined below), and interest from the date hereof on the balance of principal from time
to time outstanding, in United States currency, at the rates and at the times hereinafter described.


 


This Note is issued by
Maker pursuant to that certain Secured Loan Agreement of even date herewith (the “Loan Agreement”) entered into
among Borrowers, Payee, individually and as administrative agent for itself and certain other lenders from time to time a party
thereto (collectively, the “Lenders”), and the other Lenders. This Note evidences the Loan (as defined in the
Loan Agreement). Payment of this Note is governed by the Loan Agreement, the terms of which are incorporated herein by express
reference as if fully set forth herein. Capitalized terms used and not otherwise defined herein shall have the meanings given to
them in the Loan Agreement.


 


1.          Interest.
The principal amount hereof outstanding from time to time shall bear interest until paid in full at the Applicable Rate.


 


2.          Monthly
Payments. Interest only shall be payable in arrears on the tenth (10th) day of each calendar month after the
date hereof up to and including the Final Maturity Date in the amount of all interest accrued during the immediately preceding
calendar month. In addition to, and not in lieu of, each monthly interest payment required hereunder, commencing on January 10,
2018, and continuing on the tenth (10th) day of each successive month thereafter until the Extended Maturity Date, principal under
this Note shall be due payable in monthly installments. Each such installment shall be in an amount sufficient to fully amortize
the Loan on a thirty (30) year amortization schedule at per annum interest rate of six and one-half percent (6.5%). All payments
on account of the indebtedness evidenced by this Note shall be made to Payee not later than 1:00 p.m. Cleveland, Ohio time on the
day when due in lawful money of the United States and shall be first applied to late charges, costs of collection or enforcement
and other similar amounts due, if any, under this Note and any of the other Loan Documents, then to interest due and payable hereunder
and the remainder to principal due and payable hereunder.


 


3.          Final
Maturity Date. The indebtedness evidenced hereby shall mature on the Final Maturity Date. On the Final Maturity Date, the
entire outstanding principal balance hereof, together with accrued and unpaid interest and all other sums evidenced by this Note,
shall, if not sooner paid, become due and payable.


 


4.          General
Provisions.


 


(a)          Regardless
of whether an Adjusted LIBOR Rate would otherwise then be in effect, in the event (i) the principal balance hereof is not paid
when due whether by acceleration or upon the Final Maturity Date or (ii) an Event of Default exists, then the principal balance
hereof shall bear interest from and after at the Default Rate. In addition, for any installment (exclusive of the payment due upon
the Final Maturity Date) which is not paid within ten (10) days of the date when due a late charge as set forth in the Loan Agreement
shall be also due and payable.


 


(b)          Maker
shall have no right to prepay this Note except as set forth in Section 4.4 of the Loan Agreement.


 


(c)          Maker
agrees that the obligation evidenced by this Note is an exempt transaction under the Truth-in-Lending Act, 15 U.S.C.
§ 1601, et seq.





 






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(d)          The
parties hereto intend and believe that each provision in this Note comports with all applicable local, state and federal laws and
judicial decisions. However, if any provision or provisions, or if any portion of any provision or provisions, in this Note is
found by a court of law to be in violation of any applicable local, state or federal ordinance, statute, law, administrative or
judicial decision, or public policy, and if such court should declare such portion, provision or provisions of this Note to be
illegal, invalid, unlawful, void or unenforceable as written, then it is the intent of all parties hereto that such portion, provision
or provisions shall be given force to the fullest possible extent that they are legal, valid and enforceable, that the remainder
of this Note shall be construed as if such illegal, invalid, unlawful, void or unenforceable portion, provision or provisions were
not contained therein, and that the rights, obligations and interest of Maker and the holder or holders hereof under the remainder
of this Note shall continue in full force and effect. All agreements herein are expressly limited so that in no contingency or
event whatsoever, whether by reason of advancement of the proceeds hereof, acceleration of maturity of the unpaid principal balance
hereof, or otherwise, shall the amount paid or agreed to be paid to the holders hereof for the use, forbearance or detention of
the money to be advanced hereunder exceed the highest lawful rate permissible under applicable usury laws. If, from any circumstances
whatsoever, the fulfillment of any provision hereof, at the time performance of such provision shall be due, shall involve transcending
the limit of validity prescribed by law which a court of competent jurisdiction may deem applicable hereto, then, ipso facto,
the obligation to be fulfilled shall be reduced to the limit of such validity and if from any circumstance the holder hereof shall
ever receive as interest an amount which would exceed the highest lawful rate, such amount which would be excessive interest shall
be applied to the reduction of the unpaid principal balance due hereunder and not to the payment of interest.


 


(e)          This
Note and all provisions hereof shall be binding upon Maker and all persons claiming under or through Maker, and shall inure to
the benefit of Payee, together with its successors and assigns, including each owner and holder from time to time of this Note.


 


(f)          Time
is of the essence as to all dates set forth herein.


 


(g)          Maker
agrees that its liability shall not be in any manner affected by any indulgence, extension of time, renewal, waiver, or modification
granted or consented to by Payee; and Maker consents to any indulgences and all extensions of time, renewals, waivers, or modifications
that may be granted by Payee with respect to the payment or other provisions of this Note, and to any substitution, exchange or
release of the collateral, or any part thereof, with or without substitution, and agrees to the addition or release of any makers,
endorsers, guarantors, or sureties, all whether primarily or secondarily liable, without notice to Maker and without affecting
its liability hereunder.


 


(h)          Maker
hereby waives and renounces for itself, its successors and assigns, all rights to the benefits of any statute of limitations and
any moratorium, reinstatement, marshalling, forbearance, valuation, stay, extension, redemption, appraisement, or exemption and
homestead laws now provided, or which may hereafter be provided, by the laws of the United States and of any state thereof against
the enforcement and collection of the obligations evidenced by this Note.


 


(i)          If
this Note is placed in the hands of attorneys for collection or is collected through any legal proceedings, Maker promises and
agrees to pay, in addition to the principal, interest and other sums due and payable hereon, all costs of collecting or attempting
to collect this Note, including all reasonable attorneys’ fees and disbursements.


 


(j)          All
parties now or hereafter liable with respect to this Note, whether Maker, principal, surety, guarantor, endorsee or otherwise hereby
severally waive presentment for payment, demand, notice of nonpayment or dishonor, protest and notice of protest. No failure to
accelerate the indebtedness evidenced hereby, acceptance of a past due installment following the expiration of any cure period
provided by this Note, any Loan Document or applicable law, or indulgences granted from time to time shall be construed (i) as
a novation of this Note or as a reinstatement of the indebtedness evidenced hereby or as a waiver of such right of acceleration
or of the right of Payee thereafter to insist upon strict compliance with the terms of this Note, or (ii) to prevent the exercise
of such right of acceleration or any other right granted hereunder or by the laws of the State. Maker hereby expressly waives the
benefit of any statute or rule of law or equity now provided, or which may hereafter be provided, which would produce a result
contrary to or in conflict with the foregoing.


 






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(k)          THIS
NOTE IS A RENEWAL, MODIFICATION AND INCREASE, AS WELL AS AN AMENDMENT AND RESTATEMENT IN ITS ENTIRETY, BUT NOT AN EXTINGUISHMENT,
OF (I) THAT CERTAIN PROMISSORY NOTE DATED AS APRIL 17, 2013, IN THE MAXIMUM PRINCIPAL AMOUNT OF $7,000,000.00 EXECUTED BY RETIREMENT
ONE, LLC AND PAYABLE TO COMMUNITY & SOUTHERN BANK (“C&S BANK”), AS INCREASED TO $8,000,000.00 PURSUANT
TO NOTE MODIFICATION AGREEMENT DATED NOVEMBER 21, 2013, AND (II) THAT CERTAIN PROMISSORY NOTE DATED AS NOVEMBER 21, 2013, IN THE
MAXIMUM PRINCIPAL AMOUNT OF $16,900,000.00 EXECUTED BY RETIREMENT ONE, LLC AND PAYABLE TO C&S BANK. THE AFOREMENTIONED NOTES
HAVE BEEN ASSIGNED TO PAYEE PURSUANT TO THAT CERTAIN ASSIGNMENT OF NOTES, MORTGAGE, SECURITY AGREEMENT AND FINANCING STATEMENT
AND ASSIGNMENT OF LEASES AND RENTS, DATED OF EVEN DATE HEREWITH, EXECUTED BY C&S BANK IN FAVOR OF PAYEE.


 


(l)          THIS
NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK AND ANY APPLICABLE LAWS OF THE UNITED
STATES OF AMERICA.


 


Maker has delivered this
Note as of the day and year first set forth above.


 


Signature Page Follows


 




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	 	MAKER:
	 	 
	 	SUMTER PLACE OWNER, LLC, a Delaware limited liability company
	 	 
	 	By: 	/s/ John Mark Ramsey
	 	 	John Mark Ramsey, Authorized Signatory


 






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