exhibit10-9.htm






POST-CLOSING AGREEMENT


 


THIS POST-CLOSING AGREEMENT (“Agreement”) is dated as of June 12, 2014 between TOTB North, LLC, a Florida limited liability company (“Borrower”) and BANK OF THE OZARKS, an Arkansas state bank (“Bank”).


 


W I T N E S S E T H :







WHEREAS, Bank is making a loan to Borrower in the original principal amount of up to $21,304,000.00 (the “Loan”), the proceeds of which will be used for the construction of improvements on parcels of real property located in Miami-Dade County, Florida (the “Project”); and


 


WHEREAS, the Loan is evidenced by Borrower’s promissory note dated the date hereof in the original amount of the Loan (the “Note”), and is secured by, among other collateral, a mortgage, security agreement and fixture filing (the “Mortgage”) encumbering the Project (the Note, the Mortgage and all other documents evidencing, securing or relating to the Loan are collectively referred to as the “Loan Documents”); and


 


WHEREAS, although Borrower has not satisfied all conditions and requirements to the closing of the Loan in accordance with the requirements of the Loan Documents, Borrower has requested that Bank agree to close the Loan; and







WHEREAS, notwithstanding the fact that Borrower has not satisfied all conditions and requirements to the first disbursement described in the Loan Documents, Bank has agreed to close the Loan on and subject to the condition that Borrower agree to satisfy the requirements set forth on Exhibit A attached hereto (the “Outstanding Closing Requirements”) within the date deadlines set forth on Exhibit A.


 


NOW, THEREFORE, in order to induce Bank to close the Loan and make disbursements thereunder, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower agrees as follows:


 



	
1.  

	
Delivery.  Borrower shall deliver each of the Outstanding Closing Requirements to Bank (each in form and substance satisfactory to Bank) on or before the respective date deadlines for each such Outstanding Closing Requirement as set forth on Exhibit A.







 



	
2.  

	
Default.  If Borrower fails to furnish any of the Outstanding Closing Requirement on or before the respective deadline for such outstanding closing requirement set forth on Exhibit A, such failure shall constitute an event of default under the Note, the Mortgage and the other Loan Documents, and shall entitle Bank to exercise all its rights and remedies under the Note, the Mortgage and other Loan Documents.







 



	
3.  

	
Miscellaneous.  This Agreement may be executed in several counterparts, each of which shall constitute an original but which, collectively, shall constitute one agreement.  This Agreement shall be governed by and interpreted in accordance with the laws of the State of Texas.  This Agreement may be amended or modified or its provisions waived only as provided in the Loan Agreement.







 




  






POST CLOSING AGREEMENT


641959; Miami-Dade County, Florida


23000.6466













  










[SIGNATURE PAGE TO POST CLOSING AGREEMENT]


 


WITNESS the following signature and seal:


 


TOTB North, LLC, a Florida limited liability company



	
  

	
 


 


 


By:_________________________________


      William C. Owens, President









 




 


BANK OF THE OZARKS,


an Arkansas state bank


 


By: ________________________________                                                                          


Name:  Dan Thomas


Title:  President – Real Estate Specialties Group







POST CLOSING AGREEMENT


641959; Miami-Dade County, Florida


23000.6466




  





  











  













EXHIBIT A













	
OUTSTANDING CLOSING REQUIREMENTS

	
DELIVERY DATE


	  	  
	
Demolition Permit

	
July 15, 2014


	
Final Plans and Specifications

	
October 31, 2014


	
GMAX Construction Contract

	
November 24, 2014


	
Consent of Contractor

	
November 24, 2014


	
Consent of Architect

	
November 24, 2014


	
Consent of Engineer

	
November 24, 2014


	
Payment and Performance Bond

	
November 30, 2014


	
Building Permit

	
December 31, 2014


	
Approval of Plans and Specifications by Architectural Review Board and Master Association

	
November 30, 2014


	
Standard Form of Lease in form previously submitted and approved by Bank

	
    December 31, 2014






















POST CLOSING AGREEMENT


641959; Miami-Dade County, Florida


23000.6466