exv10w11






Exhibit 10.11




PROMISSORY NOTE




			
	$80,000,000
	 	November 17,2005






          FOR VALUE RECEIVED, BRICKMAN DURHAM LLC, a Delaware limited liability company, having an
address at c/o Brickman Associates, 712 Fifth Avenue, New York, New York 10019  (“Maker”), hereby
promises to pay to the order of GREENWICH CAPITAL FINANCIAL PRODUCTS, INC., a Delaware corporation,
at its principal place of business at 600 Steamboat Road, Greenwich, Connecticut 06830 (together
with its successors and assigns “Payee”) or at such place as the holder hereof may from time to
time designate in writing, the principal sum of EIGHTY MILLION DOLLARS AND 00100 ($80,000,000)
(the “Principal”), in lawful money of the United States of America, with interest on the unpaid
principal balance from time to time outstanding at the Interest Rate, in installments as follows:




     A. A payment of $235,600 on the date hereof, representing interest from the date of funding
through December 5, 2005;



     B. On January 6, 2006 (which shall be the first Payment Date hereunder) and each Payment Date
thereafter through and including the Payment Date immediately preceding the Amortization
Commencement Date, Maker shall pay interest on the unpaid Principal accrued at the Interest Rate
during the immediately preceding Interest Period (the “Monthly Interest Payment Amount”). On the
Amortization Commencement Date and each Payment Date thereafter through and including November 6,
2015 (as such date may be changed in accordance with Section 2.2.4 of the Loan Agreement), the
Principal and interest thereon at the Interest Rate shall be payable in equal monthly installments
of $458,254.77 (the “Monthly Debt Service Payment Amount”); which is based on the Interest Rate and
a 30-year amortization schedule; each of such payments, subject to the provisions of Section 3.11
of the Loan Agreement (hereinafter defined), to be applied (a) to the payment of interest computed
at the rate aforesaid; and (b) the balance applied toward the reduction of the principal sum; and



     C. The balance of the principal sum of this Note together with all accrued and unpaid interest
thereon shall be due and payable on the Maturity Date.



     1. Definitions. Capitalized terms used but not otherwise defined herein shall have the
meanings given in that certain Loan Agreement (the “Loan Agreement”) dated the date hereof between
Maker and Payee. The following terms have the meanings set forth below:



          Amortization Commencement Date: January 6, 2011, as such date may be changed in accordance
with Section 2.2.4 of the Loan Agreement.




          Business Day: any day other than a Saturday, Sunday or any day on which commercial banks in
New York, New York are authorized or required to close.











 









 








          Default
Rate: a rate per annum equal to the lesser of (i) the maximum rate permitted by
applicable law, or (ii) 5% above the Interest Rate, compounded monthly.




          Interest Period: (i) the period from the date hereof through the first day thereafter that is
the 5th day of a calendar month and (ii) each period thereafter from the 6th
day of each calendar month through the 5th day of the following calendar month;
except that the Interest Period, if any, that would otherwise commence before and end after the
Maturity Date shall end on the Maturity Date. Notwithstanding the foregoing, if Payee exercises its
right to change the Payment Date to a New Payment Date in accordance with Section 2.2.4 of the Loan
Agreement, then from and after such election, each Interest Period shall be the period from the New
Payment Date in each calendar month through the day in the next succeeding calendar month
immediately preceding the New Payment Date in such calendar month.




          Interest Rate: a rate of interest equal to 5.58% per annum, (or, when applicable pursuant to
this Note or any other Loan Document, the Default Rate).




          Maturity Date: the date on which the final payment of principal of this Note (or the Defeased
Note, if applicable) becomes due and payable as therein provided, whether at the Stated Maturity
Date, by declaration of acceleration, or otherwise.




          Payment Date: the 6th day of each calendar month or, upon Payee’s exercise of its
right to change the Payment Date in accordance with Section 2.2.4 of the Loan Agreement, the New
Payment Date (in either case, if such day is not a Business Day, the Payment Date shall be the
first Business Day thereafter). The first Payment Date hereunder shall be January 6, 2006.




          Stated Maturity Date: December 6, 2015, as such date may be changed in accordance with Section
2.2.4 of the Loan Agreement.




          Yield Maintenance Premium: an amount which, when added to the outstanding Principal, would be
sufficient to purchase U.S. Obligations which provide payments (a) on or prior to, but as close as
possible to, all successive scheduled payment dates under this Note through the Stated Maturity
Date and (b) in amounts equal to the Monthly Debt Service Payment Amount and/or Monthly Interest
Payment Amount, as the case may be, required under this Note through the Stated Maturity Date
together with the outstanding principal balance of this Note as of the Stated Maturity Date
assuming payments of all such Monthly Debt Service Payment Amounts and/or Monthly Interest Payment
Amounts, as the case may be, are made (including any servicing costs associated therewith). In no
event shall the Yield Maintenance Premium be less than zero.




     2. Payments and Computations. Interest on the unpaid Principal shall be computed on
the basis of the actual number of days elapsed over a 360-day year. All amounts due under this Note
shall be payable without setoff, counterclaim or any other deduction whatsoever and are payable
without relief from valuation and appraisement laws and with all costs and charges incurred in the
collection or enforcement hereof, including, attorneys’ fees and court costs.


     3. Loan Documents. This Note is evidence of that certain loan made by Payee to Maker
contemporaneously herewith and is executed pursuant to the terms and conditions of the



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Loan Agreement. This Note is secured by and entitled to the benefits of, among other things,
the Mortgage and the other Loan Documents. Reference is made to the Loan Documents for a
description of the nature and extent of the security afforded thereby, the rights of the holder
hereof in respect of such security, the terms and conditions upon which this Note is secured and
the rights and duties of the holder of this Note. No reference herein to and no provision of any
other Loan Document shall alter or impair the obligation of Maker, which is absolute and
unconditional (except for Section 10.1 of the Loan Agreement), to pay the principal of and
interest on this Note at the time and place and at the rates and in the monies and funds described
herein. All of the agreements, conditions, covenants, provisions and stipulations contained in the
Loan Documents to be kept and performed by Maker are by this reference hereby made part of this
Note to the same extent and with the same force and effect as if they were fully set forth in this
Note, and Maker covenants and agrees to keep and perform the same, or cause the same to be kept
and performed, in accordance with their terms.




     4. Loan Acceleration; Prepayment. The Debt, shall without notice become immediately
due and payable at the option of Payee if any payment required in this Note is not paid on the
date on which it is due, subject to all applicable notice and grace periods provided for in the
Loan Agreement (if any), or upon the happening of any Event of Default. Maker shall have no right
to prepay or defease all or any portion of the Principal except in accordance with Sections 2.3.2,
2.3.3, 2.3.4, 2.4 and 7.4.2 of the Loan Agreement. If prior to the third Payment Date prior to the
Stated Maturity Date (i) Maker shall (notwithstanding such prohibition of prepayment) tender, and
Payee shall, in its sole discretion, elect to accept, payment of the Debt, or (ii) the Debt is
accelerated by reason of an Event of Default, then the Debt shall include, and Payee shall be
entitled to receive, in addition to the outstanding principal and accrued interest and other sums
due under the Loan Documents, an amount equal to the Yield Maintenance Premium, if any, that would
be required pursuant to the Loan Agreement. The principal balance of this Note is subject to
mandatory prepayment, without premium or penalty, in certain instances of Insured Casualty or
Condemnation, as more particularly set forth in Sections 2.3.2 and 7.4.2 of the Loan Agreement.
Except during the continuance of an Event of Default, all proceeds of any repayment, including
permitted prepayments, of Principal shall be applied in accordance with Section 2.3.1 of the Loan
Agreement. During the continuance of an Event of Default, all proceeds of repayment, including any
payment or recovery on the Property (whether through foreclosure, deed-in-lieu of foreclosure, or
otherwise) shall, unless otherwise provided in the Loan Documents, be applied in such order and in
such manner as Payee shall elect in Payee’s discretion.



     5. Default Rate. After the occurrence and during the continuance of an Event of
Default, the entire unpaid Debt shall bear interest at the Default Rate, and shall be payable upon
demand from time to time, to the extent permitted by applicable law.



     6. Late Payment Charge. If any Principal (other than the balloon payment of
Principal payable on the Stated Maturity Date), interest or other sum due under any Loan Document
is not paid by Maker on the date on which it is due, Maker shall pay to Payee upon demand an amount
equal to the lesser of 5% of such unpaid sum or the maximum amount permitted by applicable law, in
order to defray the expense incurred by Payee in handling and processing such delinquent payment
and to compensate Payee for the loss of the use of such delinquent payment.



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     7. Amendments. This Note may not be modified, amended, waived, extended, changed,
discharged or terminated orally or by any act or failure to act on the part of Maker or Payee, but
only by an agreement in writing signed by the party against whom enforcement of any modification,
amendment, waiver, extension, change, discharge or termination is sought. Whenever used, the
singular number shall include the plural, the plural the singular, and the words “Payee” and
“Maker” shall include their respective successors, assigns, heirs, executors and administrators. If
Maker consists of more than one person or party, the obligations and liabilities of each such
person or party shall be joint and several.



     8. Waiver. Maker and all others who may become liable for the payment of all or any
part of the Debt do hereby severally waive (except as may otherwise be provided in the Loan
Agreement) presentment and demand for payment, notice of dishonor, protest, notice of protest,
notice of nonpayment, notice of intent to accelerate the maturity hereof and of acceleration. No
release of any security for the Debt or any person liable for payment of the Debt, no extension of
time for payment of this Note or any installment hereof, and no alteration, amendment or waiver of
any provision of the Loan Documents made by agreement between Payee and any other person or party
shall release, modify, amend, waive, extend, change, discharge, terminate or affect the liability
of Maker, and any other person or party who may become liable under the Loan Documents, for the
payment of all or any part of the Debt.



     9. Exculpation. It is expressly agreed that recourse against Maker for failure to
perform and observe its obligations contained in this Note shall be limited as and to the extent
provided in Section 10.1 of the Loan Agreement.



     10. Notices. All notices or other communications required or permitted to be given
pursuant hereto shall be given in the manner specified in the Loan Agreement directed to the
parties at their respective addresses as provided therein.



     11. No Conflicts. In the event of any conflict between the provisions of this Note and
any provision of the Loan Agreement, then the provisions of the Loan Agreement shall control.



     12. Governing Law. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS) AND THE
APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.



[Signature Page Follows]







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          IN WITNESS WHEREOF, Maker has executed this Promissory Note as of
the day and year first written.




	 	 	 	 	 
	 	MAKER:




BRICKMAN DURHAM LLC,

A Delaware limited liability company

 	 
	 	By:  	/s/ Kathleen F. Cortan
 	 
	 	 	Name:  	Kathleen F. Cortan 	 
	 	 	Its: Manager 	 
	 




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