**Exhibit 10.21**PROMISSORY NOTE$30,500,000.00 November 28, 2001     FOR VALUE RECEIVED, and upon the terms and conditions set forth herein, LOCKE SOVRAN I L.L.C.,a New York limited liability company having an address at 6467 Main Street, Buffalo, New York 14221(“Borrower”), promises to pay to the order of GMAC COMMERCIAL MORTGAGE CORPORATION, a Californiacorporation (“Lender”), at Lender’s office located at 200 Witmer Road, P.O. Box 809, Horsham,Pennsylvania 19044-0809, Attn: Servicing — Accounting Manager, or at such other place as Lender maydesignate to Borrower in writing from time to time, the principal sum of THIRTY MILLION FIVEHUNDRED THOUSAND AND 00/100 DOLLARS ($30,500,000.00), or so much thereof as is outstanding andunpaid, together with interest thereon at the rate of seven and eight-tenths percent (7.8%) perannum (“Interest Rate”), in lawful money of the United States of America, which, at the time ofpayment, shall be legal tender in payment of all debts and dues, public and private.     1. COMPUTATION OF INTEREST. Interest under this Note shall be paid in arrears and shall becalculated based on a 360-day year and paid for the actual number of days elapsed for any whole orpartial month in which interest is being calculated. Interest shall accrue from the date on whichfunds are advanced (regardless of the time of day such advance is made) through and including theday on which funds are repaid, unless payment is received by Lender prior to the time set forth inSection 2.03 hereof.     2. PAYMENT OF PRINCIPAL AND INTEREST.          2.01 Principal and Interest Payments. Borrower shall pay principal and interest dueunder this Note as follows:          Borrower shall pay consecutive monthly installments of principal and interest in the amount of$219,560.50 (each a “Monthly Amount”), beginning on the fifth day of January, 2002, and continuingon the fifth day of each and every successive month thereafter (each a “Payment Date”) through andincluding the Payment Date immediately prior to the Maturity Date (as defined below); and          On the fifth day of December, 2011 (“Maturity Date”), the entire outstanding principal balancehereof, together with all accrued but unpaid interest thereon and any other amounts due under theNote or the other Loan Documents (hereafter defined) shall be due and payable in full.          2.02 Payment of Short Interest. If this Note is executed on a date other than the fifth day ofa calendar month, Borrower shall pay to Lender, contemporaneously with the execution of this Note,an interest payment calculated by multiplying (a) the number of days from and including the date ofthis Note to and including the fourth day of such month (or if the date of this Note is after thefourth day of the month, then the next following month) (b) by a daily rate based on the InterestRate calculated for a 360 day year.          2.03 Method of Payment. Each payment due hereunder shall not be deemed received byLender until received on a Business Day (as hereafter defined) in Federal funds immediatelyavailable to Lender prior to 2:00 p.m. local time at the place then designated by Lender. Anypayment received on a Business Day after the time established by the preceding sentence, shall bedeemed to have been received on the immediately following Business Day for all purposes, including,without limitation, the accrual of interest on principal. “Business Day” for purposes of this noteshall mean a day on which commercial banks are not authorized or required by law to close in theState of New York.          2.04 Application of Payments. Payments under this Note shall be applied first to thepayment
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of late fees and other costs and charges due in connection with this Note, as Lenderdetermines in its sole discretion, then to the payment of accrued but unpaid interest, and then toreduction of the outstanding principal balance (in inverse order of maturity whether or not thendue), but such application shall not reduce the amount of the fixed monthly installments requiredto be paid hereunder unless partial prepayments are expressly permitted in the event of partialrelease of collateral under Section 2.05 (b) below. No principal amount repaid may be reborrowed.All amounts due under this Note shall be payable without setoff, counterclaim or any otherdeduction whatsoever.          2.05 Loan Repayment and Defeasance.               (a) Repayment. Other than as set forth in this Section 2.05, or as required orpermitted pursuant hereto in connection with a casualty or condemnation, Borrower shall have noright to prepay all or any portion of the indebtedness evidenced by this Note (sometimes referredto in this Section 2.05 as “Loan”) prior to November 5, 2011 (the “Optional Prepayment Date”). Fromand after the Optional Prepayment Date, provided no Event of Default exists, the principal balanceof this Note may be prepaid, in whole but not in part, except as provided in Section 2.05(g), upon:(i) not less than thirty (30) days’ prior written notice to Lender specifying the scheduled PaymentDate on which prepayment is to be made (the “Prepayment Date”); (ii) payment of all accrued andunpaid interest on the outstanding principal balance of this Note through and including thePrepayment Date and, if the Prepayment Date is not a Payment Date, then a payment of all interestwhich would have accrued on the principal balance of this Note through and including the fifth dayof the calendar month immediately following the calendar month in which the Prepayment Date occurs;and (iii) payment of all other sums then due under this Note, the Security Instrument and the otherLoan Documents. Lender shall not be obligated to accept any prepayment of the principal balance ofthis Note unless it is accompanied by all sums due in connection therewith.               (b) Voluntary Defeasance of the Note. On or after that date (“Optional DefeasanceDate”) which is the earlier to occur of (i) three years after the date of this Note or (ii) twoyears after the Loan is sold into a securitization (“Securitization”), and subject to confirmationfrom applicable rating agencies (“Rating Agencies”) having been obtained therefor and to the termsand conditions set forth in this Section 2.05(b), Borrower may defease all (but not less than all)of the Loan (hereinafter, “Defeasance”). Defeasance shall be subject to satisfaction of each of thefollowing conditions precedent:                    (i) Borrower shall provide not less than thirty (30) days prior written notice to Lenderspecifying a date (“Defeasance Date”) which shall be a Payment Date, on which the amount requiredto defease the Loan (“Defeasance Deposit”) is to be made and on which the Defeasance is to occur,as well as the anticipated outstanding principal amount of this Note as of the Defeasance Date.                    (ii) Borrower shall pay to Lender all accrued and unpaid interest on the outstanding principalbalance of this Note to but not including the Defeasance Date.                    (iii) Borrower shall pay to Lender all other sums, not including scheduled interest orprincipal payments, then due under this Note, the Security Instrument and any of the other LoanDocuments.                    (iv) No Event of Default shall exist on the Defeasance Date.                    (v) Borrower shall pay to Lender the required Defeasance Deposit for the Defeasance.                    (vi) Borrower shall execute and deliver one or more security agreements in form and substancesatisfactory to Lender (collectively, “Security Agreement”), creating a first priority lien on, andsecurity interest in, the Defeasance Deposit and the U.S. Government Securities purchased with theDefeasance Deposit in accordance with the provisions of Section 2.05(c).                    (vii) Borrower shall deliver to Lender an opinion of Borrower’s counsel, which opinion shallbe in form and substance satisfactory to Lender in its sole discretion, stating, among other
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things, that Lender has a perfected first priority security interest in the U.S. GovernmentSecurities purchased with the Defeasance Deposit.                    (viii) If required by the applicable Rating Agencies, Borrower also shall deliver or cause tobe delivered from Borrower’s counsel a non-consolidation opinion with respect to the SuccessorBorrower (as defined below), if any, which opinion shall be in form and substance satisfactory toLender in its sole discretion and to the applicable Rating Agencies. In addition, if the Loan isincluded in any REMIC formed pursuant to a Securitization, Borrower also shall deliver or cause tobe delivered an opinion of Borrower’s counsel, which opinion shall be in form and substancesatisfactory to Lender in its sole discretion, stating that (A) after a Defeasance, the Loan willcontinue to be a “qualified mortgage” within the meaning of Section 860G of the United StatesInternal Revenue Code (as now or hereafter amended, “Code”) and (B) the REMIC will not fail tomaintain its status as a “real estate mortgage investment conduit” within the meaning of Section860D of the Code as a result of such Defeasance.                    (ix) Borrower shall deliver to Lender a certification from Borrower, in form and substancesatisfactory to Lender, certifying that the requirements set forth in this Section 2.05(b) havebeen satisfied.                    (x) Borrower shall deliver such other certificates, documents or instruments as Lender mayreasonably request, all of which shall be in form and substance acceptable to Lender.                    (xi) Borrower shall pay all reasonable costs and expenses of Lender incurred in connectionwith the Defeasance, including any costs and expenses associated with the Release Instruments (asdefined in Section 2.05(f) hereof) and reasonable attorneys fees and expenses.                    (xii) Borrower shall deliver to Lender a confirmation, in form and substance satisfactory toLender, by a “Big Five” independent certified public accounting firm, that the Defeasance Depositis sufficient to pay all Scheduled Defeasance Payments and other amounts required to be paid byBorrower hereunder in connection with the proposed Defeasance.                    (xiii) Borrower shall deliver to Lender confirmation, in form and substance satisfactory toLender, that all conditions to Defeasance have been met from any applicable Rating Agency that hasrequired as a condition to Defeasance that such conditions have been met.          (c) Purchase of U.S. Government Securities. In connection with the Defeasance of thisNote, Borrower hereby appoints Lender as its agent and attorney-in-fact for the purpose of usingthe Defeasance Deposit to purchase U.S. Government Securities (which purchases, if made by Lender,shall be made on an arms-length basis at then prevailing market rates) which provide payments on orprior to, but as close as possible to, all successive Payment Dates after the Defeasance Date,(including the outstanding principal balance of this Note due on the Maturity Date), and in amountsequal to the full amounts due on each Payment Date under this Note (“Scheduled DefeasancePayments”). Borrower, pursuant to the Security Agreement or other appropriate document, shallirrevocably authorize and direct that the payments received from the U.S. Government Securities maybe made directly to Lender and applied to satisfy the obligations of the Borrower under this Note.In connection with the Defeasance of the Loan, any portion of the Defeasance Deposit in excess ofthe amount necessary to purchase the U.S. Government Securities required by this Section 2.05 (c)and satisfy Borrower’s obligations under Section 2.05 shall be remitted to Borrower. Any amountsreceived in payment on the U.S. Government Securities in excess of the amounts necessary to makemonthly payments pursuant to Section 2 (including payments due on the Maturity Date) shall betreated in accordance with the terms of Section 2.04 hereof.          (d) Successor Borrower Option. If requested by Borrower, in connection with aDefeasance of the Loan, Lender, at Borrower’s expense, shall establish or designate one or moresuccessor entities (“Successor Borrower”) and Borrower shall transfer and assign all obligations,rights and duties under and to this Note, together with the pledged U.S. Government Securities, tothe Successor Borrower. The obligation of the Lender to establish or designate a Successor Borrowershall be retained by the original Lender named herein notwithstanding the sale or transfer of thisLoan unless such obligation is specifically assumed by the transferee. The Successor Borrower shallassume in writing the obligations under this Note, the Security Agreement and the other LoanDocuments, by
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agreements in form and substance satisfactory to Lender, whereupon Borrower shall be relievedof its obligations thereunder. Borrower shall pay $1,000 to any such Successor Borrower asconsideration for assuming Borrower’s obligations under the Note and the Security Agreement.Notwithstanding anything in this Note or the Security Instrument to the contrary, no otherassumption fee shall be payable upon a transfer of this Note in accordance with this Section2.05(d), but Borrower shall pay all out-of-pocket costs and expenses incurred by Lender, includingLender’s reasonable attorneys fees and expenses, incurred in connection therewith.          (e) Repayment Upon Default. If all or any part of the principal amount of this Note isprepaid upon acceleration of this Note following the occurrence of an Event of Default prior to theOptional Prepayment Date, then, in addition to such principal payment, Borrower shall be requiredto make such payments (“Yield Maintenance Payments”) in an amount equal to the greater of (i) onepercent (1%), or (ii) the excess, if any, of **(A)**the aggregate respective present values of allscheduled interest and principal payments payable on each Payment Date in respect of this Note forthe period from the date of such prepayment upon acceleration to the Maturity Date, discountedmonthly at a rate equal to the Treasury Constant Maturity Yield Index (defined below) and based ona 360-day year of twelve 30-day months over (B) the then current outstanding principal amount ofthis Note. For purposes hereof, “Treasury Constant Maturity Yield Index” shall mean the averageyield for “This Week” as reported by the Federal Reserve Board in Federal Reserve StatisticalRelease H.15(519) (“FRB Release”) published during the second full week preceding the PrepaymentDate for instruments having a maturity coterminous with the remaining term of this Note. In theevent the FRB Release is no longer published, Lender shall select a comparable publication todetermine the Treasury Constant Maturity Yield Index. If there is no Treasury Constant MaturityYield Index for instruments having a maturity coterminous with the remaining term of this Note,then the weighted average yield to maturity of the Treasury Constant Maturity Yield Indices withmaturities next longer and shorter than such remaining average life to maturity shall be used,calculated by averaging (and rounding upward to the nearest whole multiple of 1/100 of 1% perannum, if the average is not such a multiple) the yields of the relevant Treasury Constant MaturityYield Indices (rounded, if necessary, to the nearest 1/100 of 1% with any figure of 1/200 of 1% orabove rounded upward). The Yield Maintenance Payments to be paid in connection with any prepaymentunder this Section 2.05(e) shall be determined by Lender and shall be conclusive and binding onBorrower (absent manifest error). For purposes of this Section 2.05(e), the unpaid principal amountdue on this Note on the date of prepayment shall be determined after giving effect to any paymentof scheduled amortization made on such date.          (f) Release of the Mortgaged Property. No repayment, prepayment or Defeasance of allor any portion of this Note shall cause, give rise to a right to require, or otherwise result in,the release of the real or personal property subject to the lien or mortgage created by theSecurity Instrument (referred to in this Section 2.05(f) as “Mortgaged Property”), except asfollows:               (i) If Borrower has elected Defeasance, and the requirements of Section 2.05(b) have beensatisfied, the Mortgaged Property shall be released from the lien and mortgage created by theSecurity Instrument, whereupon the U.S. Government Securities pledged pursuant to the SecurityAgreement shall be the sole source of Borrower’s collateral securing this Note. The SecurityInstrument shall otherwise remain in full force and effect as to provisions not pertaining to theMortgaged Property.               (ii) In connection with the release of the Mortgaged Property contemplated in this Section2.05(f), Borrower shall submit to Lender, not less than thirty (30) days prior to the DefeasanceDate, a release of the Mortgaged Property (and related Loan Documents approved by Lender) forexecution by Lender which shall be in a form appropriate in the applicable state and otherwisesatisfactory to Lender in its reasonable discretion, along with all other documentation Lenderreasonably requires to be delivered by Borrower in connection with such release (collectively,“Release Instruments”), together with a certification from Borrower, in form and substancesatisfactory to Lender, certifying that such documentation (A) is in compliance with all ApplicableLaws (as defined in the Security Agreement [defined below]), and (B) will effect such releases inaccordance with the terms of this Section 2.05.          (g) From time to time on or after the Optional Defeasance Date, but only in connection withany transfer or sale pursuant to Article 8 of the Security Instrument, Borrower may obtain arelease from the lien of the Security Instrument of one or more Parcels (as identified on Exhibit Ahereto), but less than all of the Property, in each case together with all improvements thereon andother property appurtenant thereto which is collateral for
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the loan evidenced hereby (each Parcel being released from the lien of the Security Instrumentis referred to as a “Release Parcel”, and the Parcel(s) remaining subject to the lien of theSecurity Instrument are referred to collectively, as the “Remaining Parcel”), upon the satisfactionof the following conditions:               (i) Borrower shall give Lender not less than thirty (30) days’ prior written notice,specifying the date (the “Partial Defeasance Date”) on which the Partial Defeasance Deposit (asdefined below) is to be delivered, such date being a Payment Date, and identifying the ReleaseParcel being released;               (ii) accrued and unpaid interest and other sums due under this Note and under theother Loan Documents up to the Partial Defeasance Date, including, without limitation, allreasonable costs and expenses incurred by Lender or its agents in connection with such partialdefeasance (including, without limitation, any legal fees and expenses incurred in connection withobtaining and reviewing the Partial Defeasance Collateral (as defined below) and the preparation ofthe Defeased Note, the Undefeased Note, the Partial Defeasance Security Agreement (as definedbelow) and related documentation), shall be paid in full on or prior to the Partial DefeasanceDate;               (iii) No Event of Default, and no event or condition that, with the giving of noticeor passage of time or both, would constitute an Event of Default, shall exist either at the timeBorrower gives notice of the Partial Defeasance Date to Lender or on the Partial Defeasance Date;               (iv) Lender, at Borrower’s expense, shall prepare all necessary documents to severthe indebtedness evidenced by this Note into two substitute notes, one (the “Defeased Note”) havinga principal balance equal to the Adjusted Release Amount (as defined herein) with respect to theRelease Parcel, and the other (the “Undefeased Note”) having a principal balance equal to theremaining principal balance outstanding on this Note as of the Partial Defeasance Date. The“Monthly Amount” of the Defeased Note and the Undefeased Note shall be determined byproportionately allocating the Monthly Amount between them, as determined by Lender, such that theaggregate payment each month under the Defeased Note and the Undefeased Note equals the MonthlyAmount. The Defeased Note shall mature on the Maturity Date, and except as set forth above shallhave identical terms as this Note (except for the principal balance), except that a Defeased Notecannot be the subject of any further defeasance. The Undefeased Note shall have identical terms asthis Note (except for the principal balance and Monthly Amount thereunder);               (v) Borrower shall deliver to Lender on or prior to the Partial Defeasance Date, theAdjusted Release Amount with respect to each Release Parcel together with an additional amount suchthat the aggregate amount (the “Partial Defeasance Deposit”) is sufficient to purchase direct,non-callable obligations of the United States of America (the “Partial Defeasance Collateral”) thatprovide for payments prior, but as close as possible, to all successive Payment Dates occurringafter the Partial Defeasance Date through and including the Maturity Date, with each such paymentbeing equal to or greater than the amount of the corresponding installment of principal andinterest under the Defeased Note;               (vi) The Partial Defeasance Collateral shall be duly endorsed by the holder thereofas directed by Lender or accompanied by a written instrument of transfer in form and substancewholly satisfactory to Lender (including, without limitation, such instruments as may be requiredby the depository institution holding such securities to effectuate book-entry transfers andpledges through the book-entry facilities of such institution) in order to create a first prioritysecurity interest therein in favor of Lender in conformity with an applicable state and federallaws governing granting of such security interests;               (vii) Borrower shall deliver the following to Lender on or prior to the PartialDefeasance Date:                    A. a pledge and security agreement, in form and substance satisfactory to Lender in its solediscretion, creating a first priority security interest in favor of Lender in the PartialDefeasance Deposit and the Partial Defeasance Collateral (the “Partial Defeasance SecurityAgreement”), which shall provide, among other things, that any excess received by Lender from thePartial Defeasance Collateral over the amounts payable under the Defeased Note shall be refunded toBorrower promptly after each monthly Payment Date;                    B. a certificate of Borrower certifying that all of the requirements set forth in this Section2.05(g) have been satisfied;
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                    C. an opinion of counsel for Borrower in form and substance and delivered by counselsatisfactory to Lender in its sole discretion stating, among other things, (x) that Lender has aperfected first priority security interest in the Partial Defeasance Deposit and the PartialDefeasance Collateral, (y) that the Partial Defeasance Security Agreement is enforceable againstBorrower in accordance with its terms and (z) that the defeasance will not cause the Trust to failto qualify as a REMIC, within the meaning of Section 860D of the Code;                    D. evidence in writing from each of the Rating Agencies to the effect that such release willnot result in a qualification, downgrade or withdrawal of any rating in effect immediately prior tothe Partial Defeasance Date for any securities issued in connection with a Secondary MarketTransaction;                    E. a certificate in form reasonably acceptable to Lender, from a firm of independent certifiedpublic accountants acceptable to Lender, certifying that the Partial Defeasance Collateral issufficient to make the payments required by Paragraph 2.05(c) above;                    F. evidence reasonably acceptable to Lender that the Undefeased Note will continue to besecured by the Security Instrument; and                    G. such other certificates, opinions, documents or instruments as Lender may reasonablyrequire.          (h) If Borrower is defeasing an Undefeased Note from a prior defeasance in accordance withthis Section 2.05(g), such defeasance shall be in accordance with the requirements of Paragraphs(a) through (f) of this Section 2.05.          (i) Upon a partial defeasance in accordance with Section 2.05(g), Borrower shall, at Lender’srequest, assign all its obligations and rights under the Defeased Note to a special-purposebankruptcy-remote entity (“Partial Defeasance Successor Borrower”) to be formed by Borrower at itssole cost and expense. In connection therewith, the Partial Defeasance Successor Borrower shallexecute an assumption agreement in form and substance satisfactory to Lender in its sole discretionpursuant to which it shall assume Borrower’s obligations under the Defeased Note and the PartialDefeasance Security Agreement. The sole asset of Partial Defeasance Successor Borrower shall be thePartial Defeasance Collateral. In connection with such assignment and assumption, Borrower and/orPartial Defeasance Successor Borrower shall:               (i) deliver to Lender an opinion of counsel in form and substance and delivered by counselsatisfactory to Lender in its sole discretion stating, among other things, that such assumptionagreement is enforceable against Borrower and Partial Defeasance Successor Borrower, as applicable,in accordance with its terms and that the Defeased Note and the Partial Defeasance SecurityAgreement and any other documents executed in connection with such defeasance are enforceableagainst Partial Defeasance Successor Borrower, and the Undefeased Note remains enforceable againstBorrower, each in accordance with their respective terms, and               (ii) pay all costs and expenses incurred by Lender or its agents in connection with suchassignment and assumption (including, without limitation, any fees and disbursements of legalcounsel).          (j) Upon an assumption by Partial Defeasance Successor Borrower acceptable to Lender, exceptas otherwise provided in the Loan Documents, Borrower shall be relieved of its obligations underthe Defeased Note and the Partial Defeasance Security Agreement and, to the extent such documentsrelate to the Release Parcel, the other Loan Documents.          (k) Upon compliance with the requirements of Section 2.05(g) and (h), the Release Parcel shallbe released from the lien of the Security Instrument and the other Loan Documents, and the PartialDefeasance Collateral shall constitute collateral which shall secure the Defeased Note. Lenderwill, at Borrower’s expense, execute and deliver any agreements reasonably requested by Borrower torelease the lien of the Security Instrument from the Property.
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          (1) As used in Section 2.05(g) of this Note:               (i) “Adjusted Release Amount” shall mean, with respect to the Release Parcel, 125% of theAllocated Loan Amount with respect to such Parcel as set forth on Exhibit A, and               (ii) “Allocated Loan Amount” shall mean, with respect to each Parcel, the amount set forth onExhibit A to this Note.     **3. **SECURITY; LOAN DOCUMENTS. The indebtedness evidenced by this Note and theobligations created hereby (including without limitation the amounts authorized by Section 4 to becollected by Lender and any prepayment consideration when due hereunder) are secured by, amongother things, those first mortgages, deeds of trust, security interests and liens on those certainparcels of real property shown on Exhibit A hereof (each “a Parcel”, and collectively, the“Property”) and certain personal property collateral of Borrower, tangible and intangible, asdescribed more particularly in those certain Deeds of Trust and Security Agreements and/orMortgages and Security Agreements, as applicable (referred to individually and collectively as, the“Security Instrument”) from Borrower to Lender, dated as of the date hereof. The SecurityInstrument together with this Note and all other documents to or of which Lender is a party or abeneficiary now or hereafter evidencing, securing, guarantying, modifying or otherwise relating tothe indebtedness evidenced hereby, and all extensions, renewals and modifications thereof, arecollectively referred to herein as the “Loan Documents.” Unless otherwise defined herein, anycapitalized terms herein shall have the meaning ascribed to such terms in the Security Instrument.     **4. **DEFAULT**.**          4.01 Event of Default. The occurrence of any of the following shall constitute anevent of default (“‘Event of Default”) under this Note: (a) if any payment of principal andinterest or any other payment required under this Note is not received by Lender on or before thedate that is five (5) days after the date such payment is due (except that no grace period shall beprovided for the payment of principal and interest due on the Maturity Date or upon acceleration ofindebtedness following the occurrence of an Event of Default); or (b) if any default should occurunder any of the other Loan Documents which is not fully cured following applicable notice or priorto the expiration of any applicable grace or cure period. Upon the occurrence of an Event ofDefault, at Lender’s option, the outstanding principal balance of this Note, together with allunpaid interest accrued thereon and all other sums due hereunder or under any other of , the otherLoan Documents, shall, without notice or prior demand, immediately become due and payable.          4.02 Late Charges. If any payment is not received by Lender on or before the date thatis five (5) days after the date such payment is due (such date may be extended by the applicablegrace period as referenced in Section 4.01), then, in addition to any default interest payments duehereunder, Borrower also shall pay to Lender a late charge in an amount equal to five percent(5.0%) of the amount of such overdue payment to defray the expenses incurred by Lender in handlingand processing such delinquent payment and to compensate Lender for the loss of the use of thedelinquent payment. Such late charge shall be immediately due and payable, without notice or demandtherefor.          4.03 Default Interest Rate. If this Note is not paid in full on or before the MaturityDate or the date on which the due date of the indebtedness has been accelerated pursuant to theprovisions hereof, the unpaid principal and accrued interest and other amounts then due shall bearinterest at a rate per annum (“‘Default Interest Rate”) equal to the lesser of (a) five percent(5.0%) in excess of the Interest Rate or (b) the maximum rate of interest, if any, which may becharged or collected from Borrower under applicable law. In addition, Lender shall have the right,without acceleration of the indebtedness, to collect interest at the Default Interest Rate on anypayment due hereunder (including without limitation late charges and fees for legal counsel) whichis not received by Lender on or before the date on which such payment originally was due (as suchdue date may be extended by the applicable grace period, if any). Interest at the Default InterestRate shall be immediately due and payable from the due date specified herein and shall accrue untilall Events of Default have been fully cured or full payment is received, as applicable.          4.04 Interest on Judgments. Interest shall accrue on any judgment obtained by Lenderin connection with the enforcement or collection of this Note until such judgment amount is paid infull at a rate equal
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to the greater of (a) the Default Interest Rate or (b) the legal rate applicable to judgmentswithin such jurisdiction; provided, however, that interest shall not accrue at a rate in excess ofthe maximum rate of interest, if any, which may be charged or collected from Borrower underapplicable law.          4.05  Cumulative Remedies; Attorney Fees. The remedies of Lender in this Note and inthe other Loan Documents, or at law or in equity, shall be cumulative and concurrent, and may bepursued singly, successively or together in Lender’s sole discretion and as often as occasiontherefor shall arise. If Borrower’s obligations under this Note or any of the other Loan Documentsare enforced by Lender through an attorney-at-law, or any payment due under this Note or the otherLoan Documents is collected by or through an attorney-at-law or collection agency, Borrower agreesto pay all costs incurred by Lender in connection therewith, including, but not limited to,reasonable fees and disbursements of legal counsel (whether with respect to a retained firm orLender’s in-house staff) and collection agency costs, whether or not suit be brought. No provisionof this Section 4 shall be construed as an agreement or privilege to extend the date on which anyrequired payment is due (subject to the applicable grace period, if any), nor as a waiver of anyother right or remedy accruing to Lender by reason of the occurrence of an Event of Default. Thepayments required under this Section 4 shall be in addition to, and shall in no way limit, anyother rights and remedies provided for in this Note or any of the other Loan Documents, nor anyother remedies provided by law or in equity, and shall be added to the principal evidenced by thisNote and deemed secured by the Security Instrument and other Loan Documents     5. LIMITATIONS ON RECOURSE. Notwithstanding anything to the contrary contained in thisNote, the liability of Borrower and of any general partner, principal or member of Borrower to paythe indebtedness evidenced by this Note and for the performance of the other agreements, covenantsand obligations contained herein and in the other Loan Documents shall be limited as set forth inArticle 15 of the Security Instrument.     *6. *NO USURY. This Note is subject to the express condition that at no time shallBorrower be required or obligated to pay interest (or any other amount agreed to be paid hereunderwhich shall be deemed to be interest) at a rate which would subject Lender to either civil orcriminal liability as a result of being in excess of the maximum interest rate which Borrower ispermitted by applicable law to pay. If, from any circumstance whatsoever, Borrower is at any timerequired or obligated to pay interest (or any other amount agreed to be paid hereunder shall bedeemed to be interest) at a rate in excess of such maximum rate, then the amount to be paidimmediately shall be reduced to such maximum rate, and, as required by applicable law, all previouspayments in excess of such maximum shall be deemed to have been payments in reduction of theprincipal balance owing under this Note in the inverse order of maturity (whether or not then due)or, at the option of Lender, be paid over to Borrower and not to the payment of interest. All sumspaid or agreed to be paid to Lender for the use, forbearance or detention of the indebtednessevidenced herby shall, to the extent permitted by applicable law, be amortized, prorated, allocatedand spread throughout the full stated term of this Note until payment in full so that the rate oramount of interest on account of said indebtedness does not exceed the maximum lawful rate ofinterest from time to time in effect and applicable to this Note for so long as the Note isoutstanding. This Section will control all agreements between Borrower and Lender in connectionwith this Note.     7. GENERAL CONDITIONS.          7.01 No Waiver by Lender. No failure to accelerate the debt evidenced hereby norfailure or delay in exercising any other right or remedy upon the occurrence of an Event of Defaulthereunder, or any acceptance of a partial or past due payment, or indulgences granted from time totime shall be construed (a) as a novation of this Note or as a reinstatement of the indebtednessevidenced hereby, (b) as a waiver or impairment of Lender’s right of acceleration or any otherright or remedy available to Lender upon the occurrence of an Event of Default, or (c) as a waiverof Lender’s right thereafter to insist upon strict compliance with the terms of this Note or any ofthe other Loan Documents; and Borrower hereby expressly waives the benefit of any statute or ruleof law or equity now provided, or which may hereafter be provided, which would produce a resultcontrary to or in conflict with the foregoing. No extension of the time for payment of any amountdue under this Note or under any of the other Loan Documents made by Lender’s agreement with anyperson now or hereafter liable for the payment thereof shall operate to release, discharge, modify,change or affect the original liability of Borrower under this Note or any such other person,either in whole or in part unless Lender agrees otherwise in writing.
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          7.02 Borrower’s Waivers. Borrower, for itself and all others who may become liable forpayment of all or any part of the indebtedness evidenced by this Note, hereby waives presentmentfor payment, demand, protest, and notice of dishonor, protest, nonpayment, demand, intent toaccelerate, and acceleration. Borrower, for itself and all others who may become liable for paymentof all or any part of the indebtedness evidenced by this Note, hereby further waives and renounces,to the fullest extent permitted by law, all rights to the benefits of any moratorium,reinstatement, marshalling, forbearance, valuation, stay, extension, redemption, appraisement,exemption and homestead now or hereafter provided by the Constitution and laws of the United Statesof America and of each state thereof, both as to party and property (real and personal), againstthe enforcement and collection of the obligations evidenced by this Note or the other LoanDocuments.          7.03 Unconditional Payment. If any payment received by Lender hereunder shall bedeemed by a court of competent jurisdiction to have been a voidable preference or fraudulentconveyance under any bankruptcy, insolvency or other debtor relief law, then the obligation to makesuch payment shall survive any cancellation or satisfaction of this Note or return thereof toBorrower and shall not be discharged or satisfied with any prior payment thereof or cancellation ofthis Note, but shall remain a valid and binding obligation enforceable in accordance with the termsand provisions hereof, and such payment shall be immediately due and payable upon demand. Norelease of any security for this Note or any party liable for payment of this Note shall release oraffect the liability of Borrower or any other party who may become liable for payment of all or anypart of the indebtedness evidenced by this Note. Lender may release any guarantor, surety orindemnitor of this Note from liability, in every instance without the consent of Borrower hereunderand without waiving any rights which Lender may have hereunder or under any of the other LoanDocuments or under applicable law or in equity.          7.04 Authority. Borrower represents that Borrower has full power, authority and legalright to execute, deliver and perform its obligations pursuant to this Note, that the execution,delivery and performance of this Note has been duly authorized, that the person executing this Noteon Borrower’s behalf has authority to do so, and that this Note, once executed by Borrower,constitutes the valid and binding obligation of Borrower, enforceable in accordance with its terms.          7.05 Negotiable Instrument. Borrower agrees that this Note shall be deemed anegotiable instrument, even though this Note, absent this paragraph, may not otherwise qualify as anegotiable instrument under applicable law.          7.06 Sale of Loan by Lender. Lender shall have the right to transfer, sell or assignthis Note, the Security Instrument and the Other Security Documents, and the Obligations hereunder.     8. MISCELLANEOUS.          8.01 Notices. All notices and other communications under this Note or under the otherLoan Documents are to be in writing, addressed to the respective party as set forth in thissection, and shall be deemed to have been duly given (a) upon delivery, if delivered in person withreceipt acknowledged by the recipient thereof, (b) one (1) business day after having been depositedfor overnight delivery, fee prepaid, with any reputable overnight courier service, or (c) three **(3)**business days after having been deposited in any post office or mail depository regularlymaintained by the U.S. Postal Service and sent by registered or certified mail, postage prepaid,return receipt requested. Initial addresses for each party are as follows:Borrower: Locke Sovran I L.L.C.