**Exhibit 10.475**

 
| ** ** | **Henry****Towne****Center** |
|------------|------------------------------|
| ** ** | **Loan  No. 50-2753516**     |

 

**PROMISSORY****NOTE**

 
| $36,000,000.00 |   | January  8, 2003 |
|----------------|--------|------------------|

 

 

FORVALUE RECEIVED, the undersigned, HENRY TOWN CENTER, LLC, a Georgia limitedliability company, ALPHA SEVEN, LLC, a Delaware limited liability company,ELLISTON HENRY TOWN CENTER, LLC, a Delaware limited liability company, OWENHENRY TOWN CENTER, LLC, a Delaware limited liability company, DSCONGDONA, LLC,a Delaware limited liability company, JWCONGDONA, LLC, a Delaware limitedliability company, KCVANSTORYA, LLC, a Delaware limited liability company,ALCONGDONA, LLC, a Delaware limited liability company, SCTERRYA, LLC, aDelaware limited liability company, JRCONGDON,JR.A, LLC, a Delaware limitedliability company, SPENCE HENRY TOWN CENTER, LLC, a Delaware limited liabilitycompany, JAY HENRY TOWN CENTER, LLC, a Delaware limited liability company(together, jointly and severally, “Maker”), having an address at 823 North ElmStreet, Suite 200, Greensboro, North Carolina 27401, promises to pay to theorder of WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association (“Payee”),at the office of Payee at One Wachovia Center, 301 South College Street, TW-16,Charlotte, North Carolina 28288-0166, or at such other place as Payee maydesignate to Maker in writing from time to time, the principal sum of THIRTY-SIXMILLION AND NO/100 DOLLARS ($36,000,000.00), together with interest on so muchthereof as is from time to time outstanding and unpaid, from the date of theadvance of the principal evidenced hereby, at the rate of five and forty-twoone hundredths percent (5.42%) per annum (the “Note Rate”), together with allother amounts due hereunder or under the other Loan Documents (as definedherein), in lawful money of the United States of America, which shall at thetime of payment be legal tender in payment of all debts and dues, public andprivate.

 

ARTICLEI - TERMS AND CONDITIONS

 

1.1           Computation of Interest. Interest shall be computed hereunder basedon a 360-day year and based on the actual number of days elapsed for any periodin which interest is being calculated. The first interest accrual periodhereunder shall commence on and include the date that principal is advancedhereunder and shall end on and include the next tenth (10th) day ofa calendar month, unless principal is advanced on the tenth (10th)day of a month, in which case the first interest accrual period shall consistof only such tenth (10th) day. Each interest accrual periodthereafter shall commence on the eleventh (11th) day of eachcalendar month during the term of this Note and shall end on and include thetenth (10th) day of the next occurring calendar month.

 

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1.2           Payment of Principal and Interest. Payments in federal funds immediatelyavailable at the place designated for payment received by Payee prior to 2:00p.m. local time on a day on which Payee is open for business at said place ofpayment shall be credited prior to close of business, while other payments, atthe option of Payee, may not be credited until immediately available to Payeein federal funds at the place designated for payment prior to 2:00 p.m. localtime on a day on which Payee is open for business. Interest only shall bepayable in consecutive monthly installments as set forth on Schedule A attachedhereto, beginning on the eleventh (11th) day of the first fullcalendar month following the date of this Note (the “First Payment Date”), andcontinuing on the eleventh (11th) day of each and every calendarmonth thereafter through and including July 11, 2004. Thereafter, principal andinterest shall be payable in consecutive monthly installments of $202,600.76each, beginning on August 11, 2004 (each, a “Payment Date”), and continuing onthe eleventh day of each and every calendar month thereafter through and-includingDecember 11, 2012. On January 11, 2013 (the “Maturity Date”), the entireoutstanding principal balance hereof, together with all accrued but unpaidinterest thereon, shall be due and payable in full.

 

Makerhereby authorizes Payee to use its automated loan payment service pursuant towhich on each Payment Date Maker shall have its monthly payments of principaland interest payments together with any other sums then due to Payeeautomatically drawn by Payee or its servicer in accordance with that certainAuto-Draft Request Form by and between Maker and Payee executed in connectionwith the Loan.

 

In the event that, on anyPayment Date, there are insufficient funds in such account for sums due toPayee, then Payee shall be permitted to withdraw sums from such account on anyday thereafter until such time as all payments due to Payee have been drawnfrom such account; provided, however, the foregoing shall in noevent limit or otherwise modify Maker’s obligations to make payments ofprincipal and interest and other sums due hereunder or under any other LoanDocument.

 

1.3          Application of Payments. So long as no Event of Default (ashereinafter defined) exists hereunder or under any other Loan Document, eachsuch monthly installment shall be applied first, to any amounts hereafteradvanced by Payee hereunder or under any other Loan Document, second, to anylate fees and other amounts payable to Payee, third, to the payment of accruedinterest and last to reduction of principal.

 

1.4        Payment of “Short Interest”. If the advance of the principal amount evidencedby this Note is made on a date on or after the first (1st) day of acalendar month and prior to the eleventh (11th) day of a calendarmonth, Maker shall pay to Payee contemporaneously with the execution hereofinterest at the Note Rate for a period from the date hereof through andincluding the tenth (10th) of this calendar month. If the advance ofthe principal amount evidenced by this Note is made on a date after theeleventh (11th) day of a calendar month and prior to or on the lastday of a calendar month, Maker shall pay to Payee contemporaneously with theexecution hereof interest at the Note Rate for a period from the date hereofthrough and including the tenth (10th) of the immediately succeedingcalendar month.

 

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1.5           Prepayment; Defeasance.

 

(a)       This Note may not be prepaid, in whole or inpart (except as otherwise specifically provided herein), at any time. In theevent that Maker wishes to have the Security Property (as hereinafter defined)released from the lien of the Security Instrument (as hereinafter defined),Maker’s sale option shall be a Defeasance (as hereinafter defined) uponsatisfaction of the terms and conditions set forth in Section l.5(d) hereof.This Note may be prepaid in whole but not in part without premium or penalty oneither of the three (3) Payment Dates occurring immediately prior to theMaturity Date provided (i) written notice of such prepayment is received byPayee not more than ninety (90) days and not less than thirty (30) days priorto the date of such prepayment, and (ii) such prepayment is accompanied by all interestaccrued hereunder through and including the date of such prepayment and allother sums due hereunder or under the other Loan Documents. If, upon any suchpermitted prepayment on either of the three (3) Payment Dates occurringimmediately prior to the Maturity Date, the aforesaid prior written notice hasnot been timely received by Payee, there shall be due a prepayment fee equalto, an amount equal to the lesser of (i) thirty (30) days’ interest computed atthe Note Rate on the outstanding principal balance of this Note so prepaid and(ii) interest computed at the Note Rate on the outstanding principal balance ofthis Note so prepaid that would have been payable for the period from, andincluding, the date of prepayment through the Maturity Date of this Note asthough such prepayment had not occurred.

 

(b)      If, prior to the third (3rd)anniversary of the First Payment Date (the “Lockout Expiration Date”), theindebtedness evidenced by this Note shall have been declared due and payable byPayee pursuant to Article II hereof or the provisions of any other LoanDocument due to a default by Maker, then, in addition to the indebtednessevidenced by this Note being immediately due and payable, there shall also thenbe immediately due and payable a sum equal to the interest which would haveaccrued on the principal balance of this Note at the Note Rate from the date ofsuch acceleration to the Lock-out Expiration Date, together with a prepaymentfee in an amount equal to the Yield Maintenance Premium (as hereinafterdefined) based on the entire indebtedness on the date of such acceleration. Ifsuch acceleration is on or following the Lock-out Expiration Date, the YieldMaintenance Premium shall also then be immediately due and payable as thoughMaker were prepaying the entire indebtedness on the date of such acceleration. Inaddition to the amounts described in the two preceding sentences, in the eventof any such acceleration or tender of payment of such indebtedness occurs or ismade on or prior to the first (1st) anniversary of the date of this Note, thereshall also then be immediately due and payable an additional prepayment fee of threepercent (3%) of the principal balance of this Note. The term “Yield MaintenancePremium” shall mean an amount equal to the greater of (A) two percent (2.0%) of(the principal amount being prepaid, and (B) the present value of a series ofpayments each equal to the Payment Differential (as hereinafter defined) andpayable on each Payment Date over the remaining original term of this Note andon the Maturity Date, discounted at the Reinvestment Yield (as hereinafterdefined) for the number of months remaining as of the date of such

 

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prepayment to each suchPayment Date and the Maturity Date. The term “Payment Differential” shall meanan amount equal to (i) the Note Rate less the Reinvestment Yield, divided by(ii) twelve (12) and multiplied by (iii) the principal sum outstanding underthis Note after application of the constant monthly payment due under this Noteon the date of such prepayment, provided that the Payment Differential shall inno event be less than zero. The term “Reinvestment Yield” shall mean an amountequal to the lesser of (i) the yield on the U.S. Treasury issue (primary issue)with a maturity date closest to the Maturity Date, or (ii) the yield on theU.S. Treasury issue (primary issue) with a term equal to the remaining averagelife of the indebtedness evidenced by this Note, with each such yield beingbased on the bid price for such issue as published in the Wall Street Journalon the date that is fourteen (14) days prior to the date of such prepayment setforth in the notice of prepayment (or, if such bid price is not published onthat date, the next preceding date on which such bid price is so published) andconverted to a monthly compounded nominal yield. In the event that anyprepayment fee is due hereunder, Payee shall deliver to Maker a statementsetting forth the amount and determination of the prepayment fee, and, providedthat Payee shall have in good faith applied the formula described above, Makershall not have the right to challenge the calculation or the method ofcalculation set forth in any such statement in the absence of manifest error,which calculation may be made by Payee on any day during the fifteen (15) dayperiod preceding the date of such prepayment. Payee shall not be obligated orrequired to have actually reinvested the prepaid principal balance at theReinvestment Yield or otherwise as a condition to receiving the prepayment fee.

 

(c)           Partial prepayments of this Note shall not bepermitted, except for partial prepayments resulting from Payee’s election toapply insurance or condemnation proceeds to reduce the outstanding principalbalance of this Note as provided in the Security Instrument, in which event noprepayment fee or premium shall be due unless, at the time of either Payee’sreceipt of such proceeds or the application of such proceeds to the outstandingprincipal balance of this Note, an Event of Default, or an event which, withnotice or the passage of time, or both, would constitute an Event of Default,shall have occurred, which default or Event of Default is unrelated to theapplicable casualty or condemnation, in which event the applicable prepaymentfee or premium shall be due and payable based upon the amount of the prepayment.No notice of prepayment shall be required under the circumstances specified inthe preceding sentence. No principal amount repaid may be reborrowed. Any suchpartial prepayments of principal shall be applied to the unpaid principalbalance evidenced hereby but such application shall not reduce the amount ofthe fixed monthly installments required to be paid pursuant to Section 1.2above. Except as otherwise expressly provided in Section 1.5(a) above, theprepayment fees provided above shall be due, to the extent permitted byapplicable law, under any and all circumstances where all or any portion ofthis Note is paid prior to the Maturity Date, whether such prepayment isvoluntary or involuntary, including, without limitation, if such prepaymentresults from Payee’s exercise of its rights upon Maker’s default andacceleration of the Maturity Date of this Note (irrespective of whetherforeclosure proceedings have been commenced), and shall be in addition to anyother sums due hereunder or under any of the other Loan Documents. No tender ofa prepayment of this Note with respect to which a prepayment fee is due shallbe effective unless such prepayment is accompanied by the applicable prepaymentfee.

 

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(d)           (i)            On any Payment Date on or after the later tooccur of (x) the Lockout Expiration Date, and (y) the day immediately followingthe date which is two (2) years after the “startup day,” within the meaning ofSection 860G(a) (9) of the Internal Revenue Code of 1986, as amended from timeto time or any successor statue (the “Code”), of a “real estate mortgageinvestment conduit,” within the meaning of Section 860D of the Code (a “REMICTrust”), that holds this Note, and provided no Event of Default has occurred hereunderor under any of the other Loan Documents, at Maker’s option, Payee shall causethe release of the Security Property from the lien of the Security Instrumentand the other Loan Documents (a “Defeasance”) upon the satisfaction of thefollowing conditions:

 

(A)          Maker shall give not more than ninety (90)days’ or less than sixty (60) days’ prior written notice to Payee specifyingthe date Maker intends for the Defeasance to be consummated (the “Release Date”),which date shall be a Payment Date.

 

(B)           All accrued and unpaid interest and all othersums due under this Note and under the other Loan Documents up to and includingthe Release Date shall be paid in full on or prior to the Release Date.

 

(C)           Maker shall deliver to Payee on or prior tothe Release Date:

 

(1)      a sum of money in immediately available funds(the “Defeasance Deposit”) equal to the outstanding principal balance of thisNote plus an amount, if any, which together with the outstanding principalbalance of this Note, shall be sufficient to enable Payee to purchase, throughmeans and sources customarily employed and available to Payee, for the accountof Maker, direct, non-callable obligations of the United States of America thatprovide for payments prior, but as close as possible, to all successive monthlyPayment Dates occurring after the Release Date and to the Maturity Date, witheach such payment being equal to or greater than the amount of thecorresponding installment of principal and/or interest required to be paidunder this Note (including, but not limited to, all amounts due on the MaturityDate) for the balance of the term hereof (the “Defeasance Collateral”), each ofwhich shall be duly endorsed by the holder thereof as directed by Payee oraccompanied by a written instrument of transfer in form and substancesatisfactory to Payee in its sole discretion (including, without limitation,such instruments as may be required by the depository institution holding suchsecurities or the issuer thereof, as the case may be, to effectuate book-entrytransfers and pledges through the book-entry facilities of such institution) inorder to perfect upon the delivery of the Defeasance Security Agreement (ashereinafter defined) the first priority security interest in the DefeasanceCollateral in favor of Payee in conformity with all applicable state andfederal laws governing granting of such security interests;

 

(2)      a pledge and security agreement, in form andsubstance satisfactory to a prudent lender, creating a first priority securityinterest in favor of Payee in the Defeasance Collateral (the “DefeasanceSecurity Agreement”), which shall

 

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provide, among other things,that any excess received by Payee from the Defeasance Collateral over the amountspayable by Maker hereunder shall be refunded to Maker promptly after eachmonthly Payment Date;

 

(3)     a certificate of Maker certifying that all ofthe requirements set forth in this subsection 1.5(d)(i) have been satisfied;

 

(4)     one or more opinions of counsel for Maker inform and substance and delivered by counsel which would be satisfactory to aprudent lender stating, among other things, that (i) Payee has a perfectedfirst priority security interest in the Defeasance Collateral and that the DefeasanceSecurity Agreement is enforceable against Maker in accordance with its terms,(ii) in the event of a bankruptcy proceeding or similar occurrence with respectto Maker, none of the Defeasance Collateral nor any proceeds thereof will beproperty of Maker’s estate under Section 541 of the U.S. Bankruptcy Code or anysimilar statute and the grant of security interest therein to Payee shall notconstitute an avoidable preference under Section 547 of the U.S. BankruptcyCode or applicable state law, (iii) the release of the lien of the SecurityInstrument and the pledge of Defeasance Collateral will not directly orindirectly result in or cause any REMIC Trust that then holds this Note to failto maintain its status as a REMIC Trust and (iv) the defeasance will not causeany REMIC Trust to be an “investment company” under the Investment Company Actof 1940;

 

(5)     evidence in writing from the applicable ratingagencies to the effect that the collateral substitution will not result in adowngrading, withdrawal or qualification of the respective ratings in effectimmediately prior to such defeasance event for any securities issued inconnection with the securitization which are then outstanding;

 

(6)     a certificate in form and scope acceptable toPayee in its sole discretion from an acceptable accountant certifying that theDefeasance Collateral will generate amounts sufficient to make all payments ofprincipal and interest due under this Note (including the scheduled outstandingprincipal balance of the Loan due on the Maturity Date);

 

(7)      Maker and any guarantor or indemnitor of Maker’sobligations under the Loan Documents for which Maker has personal liabilityexecutes and delivers to Payee such documents and agreements as Payee shallreasonably require to evidence and effectuate the ratification of such personalliability and guaranty or indemnity, respectively;

 

(8)      such other certificates, documents or instrumentsas Payee may reasonably require; and

 

(9)      payment of all fees, costs, expenses and chargesincurred by Payee in connection with the Defeasance of the Security Propertyand the purchase of the Defeasance Collateral, including, without limitation,all legal fees and costs

 

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and expenses incurred byPayee or its agents in connection with release of the Security Property, reviewof the proposed Defeasance Collateral and preparation of the DefeasanceSecurity Agreement and related documentation, any revenue, documentary, stamp,intangible or other taxes, charges or fees due in connection with transfer ofthe Note, assumption of the Note, or substitution of collateral for theSecurity Property shall be paid on or before the Release Date. Without limitingMaker’s obligations with respect thereto, Payee shall be entitled to deduct allsuch fees, costs, expenses and charges from the Defeasance Deposit to theextent of any portion of the Defeasance Deposit which exceeds the amountnecessary to purchase the Defeasance Collateral.

 

(D)          In connection with the Defeasance Deposit,Maker hereby authorizes and directs Payee using the means and sourcescustomarily employed and available to Payee to use the Defeasance Deposit topurchase for the account of Maker the Defeasance Collateral. Furthermore, theDefeasance Collateral shall be arranged such that payments received from suchDefeasance Collateral shall be paid directly to Payee to be applied on accountof the indebtedness of this Note. Any part of the Defeasance Deposit in excessof the amount necessary to purchase the Defeasance Collateral and to pay theother and related costs Maker is obligated to pay under this Section 1.5 shallbe refunded to Maker.

 

(ii)           Upon compliance with the requirements ofsubsection l.5(d)(i), the Security Property shall be released from the lien ofthe Security Instrument and the other Loan Documents, and the DefeasanceCollateral shall constitute collateral which shall secure this Note and allother obligations under the Loan Documents. Payee will, at Maker’s expense,execute and deliver any agreements reasonably requested by Maker to release thelien of the Security Instrument from the Security Property.

 

(iii)          Upon the release of the Security Property inaccordance with this Section 1.5(d), Maker shall assign all its obligations andrights under this Note, together with the pledged Defeasance Collateral, to anewly created successor entity which complies, with the terms of Section 1.33of the Security Instrument designated by Maker and approved by Payee in itssole discretion. Such successor entity shall execute an assumption agreement inform and substance satisfactory to Payee in its sole discretion pursuant towhich it shall assume Maker’s obligations under this Note and the DefeasanceSecurity Agreement. As conditions to such assignment and assumption, Makershall (x) deliver to Payee an opinion of counsel in form and substancesatisfactory to a prudent lender and delivered by counsel satisfactory to aprudent lender stating, among other things, that such assumption agreement is enforceableagainst Maker and such successor entity in accordance with its terms and thatthis Note and the Defeasance Security Agreement as so assumed, are enforceableagainst such successor entity in accordance with their respective terms, and(y) pay all costs and expenses (including, but not limited to, legal fees)incurred by Payee or its agents in connection with such assignment andassumption (including, without limitation, the review of the proposed transfereeand the preparation of the assumption agreement and related documentation).Upon such assumption, Maker shall be relieved of its obligations hereunder,under the other Loan Documents other than as specified in Section1.5(d)(i)(C)(7) above and under the Defeasance Security Agreement.

 

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1.6           Security. The indebtedness evidenced by this Note and the obligations createdhereby are secured by, among other things, that certain Deed to Secure Debt andSecurity Agreement (the “Security Instrument”) from Maker for the benefit ofPayee, dated of even date herewith, covering property located in Henry County,Georgia. The Security Instrument, together with this Note and all otherdocuments to or of which Payee is a party or beneficiary now or hereafterevidencing, securing, guarantying, modifying or otherwise relating to theindebtedness evidenced hereby, are herein referred to collectively as the “LoanDocuments”. All of the terms and provisions of the Loan Documents areincorporated herein by reference. Some of the Loan Documents are to be filedfor record on or about the date hereof in the appropriate public records.

 

ARTICLEII - DEFAULT

 

2.1           Events of Default. It is hereby expressly agreed that shouldany default occur in the payment of principal or interest as stipulated aboveand such payment is not made on the date such payment is due, or should anyother default not cured within any applicable grace or notice period occurunder any other Loan Document, then an Event of Default (an “Event of Default”)shall exist hereunder, and in such event the indebtedness evidenced hereby,including all sums advanced or accrued hereunder or under any other LoanDocument, and all unpaid interest accrued thereon, shall, at the option ofPayee and without notice to Maker, at once become due and payable and may becollected forthwith, whether or not there has been a prior demand for paymentand regardless of the stipulated date of maturity.

 

2.2           Late Charges. In the event that any payment is notreceived by Payee on the date when due (subject to any applicable graceperiod), then, in addition to any default interest payments due hereunder.Maker shall also pay to Payee a late charge in an amount equal to five percent(5%) of the amount of such overdue payment.

 

2.3           Default Interest Rate. So long as any Event of Default existshereunder, regardless of whether or not there has been an acceleration of theindebtedness evidenced hereby, and at all times after maturity of theindebtedness evidenced hereby (whether by acceleration or otherwise), interestshall accrue on the outstanding principal balance of this Note, from the datedue until the date credited, at a rate per annum equal to four percent (4%) inexcess of the Note Rate, or, if such increased rate of interest may not becollected under applicable law, then at the maximum rate of interest, if any,which may be collected from Maker under applicable law (the “Default InterestRate”), and such default interest shall be immediately due and payable.

 

2.4           Maker’s Agreements. Maker acknowledges that it would beextremely difficult or impracticable to determine Payee’s actual damagesresulting from any late payment or default, and such late charges and defaultinterest are reasonable estimates of those damages and do not constitute apenalty. The remedies of Payee in this Note or in the Loan Documents, or at lawor in equity, shall be cumulative and concurrent, and may be pursued singly, successivelyor together, in Payee’s discretion.

 

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2.5           Maker to Pay Costs. In the event that this Note, or any parthereof, is collected by or through an attorney-at-law, Maker agrees to pay allcosts of collection, including, but not limited to, reasonable attorneys’ fees.

 

2.6           Exculpation. Notwithstanding anything in this Note or the Loan Documents to thecontrary, but subject to the qualifications hereinbelow set forth, Payee agreesthat:

 

(a)        Maker shall be liable upon the indebtednessevidenced hereby and for the other obligations arising under the Loan Documentsto the full extent (but only to the extent) of the security therefor, the samebeing all properties (whether real or personal), rights, estates and interestsnow or at any time hereafter securing the payment of this Note and/or the otherobligations of Maker under the Loan Documents (collectively, the “SecurityProperty”);

 

(b)        if a default occurs in the timely and properpayment of all or any part of such indebtedness evidenced hereby or in thetimely and proper performance of the other obligations of Maker under the LoanDocuments, any judicial proceedings brought by Payee against Maker shall belimited to the preservation, enforcement and foreclosure, or any thereof, ofthe liens, security titles, estates, assignments, rights and security interestsnow or at any time hereafter securing the payment of this Note and/or the otherobligations of Maker under the Loan Documents, and no attachment, execution orother writ of process shall be sought, issued or levied upon any assets,properties or funds of Maker other than the Security Property, except withrespect to the liability described below in this section; and

 

(c)        in the event of a foreclosure of such liens,security titles, estates, assignments, rights or security interests securingthe payment of this Note and/or the other obligations of Maker under the LoanDocuments, no judgment for any deficiency upon the indebtedness evidencedhereby shall be sought or obtained by Payee against Maker, except with respectto the liability described below in this section; provided, however, that, notwithstandingthe foregoing provisions of this section, Maker shall be fully and personally liableand subject to legal action (i) for proceeds paid under any insurance policies(or paid as a result of any other claim or cause of action against any personor entity) by reason of damage, loss or destruction to all or any portion ofthe Security Property, to the full extent of such proceeds not previouslydelivered to Payee, but which, under the terms of the Loan Documents, shouldhave been delivered to Payee, (ii) for proceeds or awards resulting from thecondemnation or other taking in lieu of condemnation of all or any portion ofthe Security Property, to the full extent of such proceeds or awards notpreviously delivered to Payee, but which, under the terms of the LoanDocuments, should have been delivered to Payee, (iii) for all tenant securitydeposits or other refundable deposits paid to or held by Maker or any other personor entity in connection with leases of all or any portion of the SecurityProperty which are not applied in accordance with the terms of the applicablelease or other agreement, (iv) for rent and other payments received fromtenants under leases of all or any portion of the Security Property paid morethan one (1) month in advance, (v) for rents, issues, profits and revenues ofall or any portion of the Security Property received or applicable to a periodafter the

 

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occurrence of any Event ofDefault or any event which, with notice or the passage of time, or both, wouldconstitute an Event of Default, hereunder or under the Loan Documents which arenot either applied to the ordinary and necessary expenses of owning andoperating the Security Property or paid to Payee, (vi) for waste committed onthe Security Property, damage to the Security Property as a result of theintentional misconduct or gross negligence of Maker or any of its principals,officers, general partners or members, any guarantor, any indemnitor, or anyagent or employee of any such person, or any removal of all or any portion ofthe Security Property in violation of the terms of the Loan Documents, to thefull extent of the losses or damages incurred by Payee on account of such occurrence,(vii) for failure to pay any valid taxes, assessments, mechanic’s liens,materialmen’s liens or other liens which could create liens on any portion ofthe Security Property which would be superior to the lien or security title ofthe Security Instrument or the other Loan Documents, to the full extent of theamount claimed by any such lien claimant except, with respect to any such taxesor assessments, to the extent that funds have been deposited with Payeepursuant to the terms of the Security Instrument specifically for theapplicable taxes or assessments and not applied by Payee to pay such taxes andassessments, (viii) for all obligations and indemnities of Maker under the LoanDocuments relating to hazardous or toxic substances or radon or compliance withenvironmental laws and regulations to the full extent of any losses or damages(including, but not limited to, those resulting from diminution in value of anySecurity Property) incurred by Payee as a result of the existence of suchhazardous or toxic substances or radon or failure to comply with environmentallaws or regulations, (ix) for fraud, material misrepresentation or failure todisclose a material fact by Maker or any of its principals, officers, generalpartners or members, any guarantor, any indemnitor or any agent, employee orother person authorized or apparently authorized to make statements,representations or disclosures on behalf of Maker, any principal, officer,general partner or member of Maker, any guarantor or any indemnitor, to thefull extent of any losses, damages and expenses of Payee on account thereof,(x) for replacing the manager of the Security Property without the Payee’sprior written consent to the full extent of any losses, damages and expenses ofPayee on account thereof, and (xi) for any partition of the Security Propertyto the full extent of any losses, damages and expenses of Payee on accountthereof. References herein to particular sections of the Loan Documents shallbe deemed references to such sections as affected by other provisions of theLoan Documents relating thereto. Nothing contained in this section shall (1) bedeemed to be a release or impairment of the indebtedness evidenced by this Noteor the other obligations of Maker under the Loan Documents or the lien of theLoan Documents upon the Security Property, or (2) preclude Payee fromforeclosing the Loan Documents in case of any default or from enforcing any ofthe other rights of Payee except as stated in this section, or (3) limit orimpair in any way whatsoever (A) the Indemnity and Guaranty Agreement (the “IndemnityAgreement”) or (B) the Environmental Indemnity Agreement (the “EnvironmentalIndemnity Agreement”), each of even date herewith executed and delivered inconnection with the indebtedness evidenced by this Note or release, relieve,reduce, waive or impair in any way whatsoever, any obligation of any party tothe Indemnity Agreement or the Environmental Indemnity Agreement.

 

Notwithstandinganything to the contrary in this Note, the Security Instrument or any of theother Loan Documents, Payee shall not be deemed to have waived any right

 

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which Payee may have underSection 506(a), 506(b), 1111(b) or any other provisions of the U.S. BankruptcyCode to file a claim for the full amount of the indebtedness evidenced herebyor secured by the Security Instrument or any of the other Loan Documents or torequire that all collateral shall continue to secure all of the indebtednessowing to Payee in accordance with this Note, the Security Instrument and theother Loan Documents.

 

ARTICLEIII - GENERAL CONDITIONS

 

3.1           No Waiver; Amendment. No failure to accelerate the indebtednessevidenced hereby by reason of default hereunder, acceptance of a partial orpast due payment, or indulgences granted from time to time shall be construed(i) as a novation of this Note or as a reinstatement of the indebtednessevidenced hereby or as a waiver of such right of acceleration or of the rightof Payee thereafter to insist upon strict compliance with the terms of thisNote, or (ii) to prevent the exercise of such right of acceleration or anyother right granted hereunder or by any applicable laws; and Maker herebyexpressly waives the benefit of any statute or rule of law or equity nowprovided, or which may hereafter be provided, which would produce a resultcontrary to or in conflict with the foregoing. No extension of the time for thepayment of this Note or any installment due hereunder made by agreement withany person now or hereafter liable for the payment of this Note shall operateto release, discharge, modify, change or affect the original liability of Makerunder this Note, either in whole or in part, unless Payee agrees otherwise inwriting. This Note may not be changed orally, but only by an agreement inwriting signed by the party against whom enforcement of any waiver, change,modification or discharge is sought.

 

3.2           Waivers. Presentment for payment, demand, protest and notice of demand,protest and nonpayment and all other notices are hereby waived by Maker. Maker herebyfurther waives and renounces, to the fullest extent permitted by law, allrights to the benefits of any moratorium, reinstatement, marshaling,forbearance, valuation, stay, extension, redemption, appraisement, exemptionand homestead now or hereafter provided by the Constitution and laws of theUnited States of America and of each state thereof, both as to itself and inand to all of its property, real and personal, against the enforcement andcollection of the obligations evidenced by this Note or the other LoanDocuments.

 

3.3           Limit of Validity. The provisions of this Note and of allagreements between Maker and Payee, whether now existing or hereafter arisingand whether written or oral, including, but not limited to, the Loan Documents,are hereby expressly limited so that in no contingency or event whatsoever,whether by reason of demand or acceleration of the maturity of this Note orotherwise, shall the amount contracted for, charged, taken, reserved, paid oragreed to be paid (“Interest”) to Payee for the use, forbearance or detentionof the money loaned under this Note exceed the maximum amount permissible underapplicable law. If, from any circumstance whatsoever, performance or fulfillmentof any provision hereof or of any agreement between Maker and Payee shall, atthe time performance or fulfillment of such provision shall be due, exceed thelimit for Interest prescribed by law or otherwise transcend the limit ofvalidity prescribed by applicable law, then, ipso facto, the obligation to beperformed or fulfilled shall be reduced to such limit, and if, from anycircumstance

 

11

----

 

whatsoever, Payee shall everreceive anything of value deemed Interest by applicable law in excess of themaximum lawful amount, an amount equal to any excessive Interest shall beapplied to the reduction of the principal balance owing under this Note in theinverse order of its maturity (whether or not then due) or, at the option ofPayee, be paid over to Maker, and not to the payment of Interest. All Interest(including any amounts or payments judicially or otherwise under the law deemedto be Interest) contracted for, charged, taken, reserved, paid or agreed to bepaid to Payee shall, to the extent permitted by applicable law, be amortized,prorated, allocated and spread throughout the full term of this Note, includingany extensions and renewals hereof until payment in full of the principalbalance of this Note so that the Interest thereon for such full term will notexceed at any time the maximum amount permitted by applicable law. To theextent United States federal law permits a greater amount of interest than ispermitted under the law of the State in which the Security Property is located,Payee will rely on United States federal law for the purpose of determining themaximum amount permitted by applicable law. Additionally, to the extentpermitted by applicable law now or hereafter in effect, Payee may, at itsoption and from time to time, implement any other method of computing themaximum lawful rate under the law of the State in which the Security Propertyis located or under other applicable law by giving notice, if required, toMaker as provided by applicable law now or hereafter in effect. This Section3.3 will control all agreements between Maker and Payee.

 

3.4           Use of Funds. Maker hereby warrants, represents andcovenants that no funds disbursed hereunder shall be used for personal, familyor household purposes.

 

3.5           Unconditional Payment. Maker is and shall be obligated to pay principal,interest and any and all other amounts which become payable hereunder or underthe other Loan Documents absolutely and unconditionally and without anyabatement, postponement, diminution or deduction and without any reduction forcounterclaim or setoff. In the event that at any time any payment received byPayee hereunder shall be deemed by a court of competent jurisdiction to havebeen avoidable preference or fraudulent conveyance under any bankruptcy,insolvency or other debtor relief law, then the obligation to make such paymentshall survive any cancellation or satisfaction of this Note or return thereofto Maker and shall not be discharged or satisfied with any prior paymentthereof or cancellation of this Note, but shall remain a valid and bindingobligation enforceable in accordance with the terms and provisions hereof, andsuch payment shall be immediately due and payable upon demand.

 

3.6           Governing Law. THIS NOTE SHALL BE INTERPRETED, CONSTRUEDAND ENFORCED ACCORDING TO THE LAWS OF THE STATE IN WHICH THE SECURITY PROPERTYIS LOCATED.

 

3.7           Waiver of Jury Trial. MAKER, TO THE FULL EXTENT PERMITTED BY LAW,HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY, AND AFTER CONSULTING COUNSEL,WAIVES, RELINQUISHES AND FOREVER FORGOES THE RIGHT TO A TRIAL BY JURY IN ANYACTION OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO THEDEBT EVIDENCED BY THIS NOTE OR ANY CONDUCT, ACT OR OMISSION OF

 

12

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PAYEE OR MAKER, OR ANY OFTHEIR RESPECTIVE DIRECTORS, OFFICERS, PARTNERS, MEMBERS, EMPLOYEES, AGENTS ORATTORNEYS, OR ANY OTHER PERSONS AFFILIATED WITH PAYEE OR MAKER, IN EACH OF THEFOREGOING CASES, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.

 

3.8           Secondary Market. Payee may sell, transfer and deliver theLoan Documents to one or more investors in the secondary mortgage market. Inconnection with such sale, Payee may retain or assign responsibility forservicing the loan evidenced by this Note or may delegate some or all of suchresponsibility and/or obligations to a servicer, including, but not limited to,any subservicer or master servicer, on behalf of the investors. All referencesto Payee herein shall refer to and include, without limitation, any suchservicer, to the extent applicable.

 

3.9           Dissemination of Information. If Payee determines at any time to sell, transferor assign this Note, the Security Instrument and the other Loan Documents, andany or all servicing rights with respect thereto, or to grant participationstherein (the “Participations”) or issue mortgage pass-through certificates orother securities evidencing a beneficial interest in a rated or unrated publicoffering or private placement (the “Securities”), Payee may forward to eachpurchaser, transferee, assignee, servicer, participant, investor, or theirrespective successors in such Participations and/or Securities (collectively,the “Investor”) or any Rating Agency rating such Securities, each prospectiveInvestor and each of the foregoing’s respective counsel, all documents andinformation which Payee now has or may hereafter acquire relating to the debtevidenced by this Note and to Maker, any guarantor, any indemnitor and the MortgagedProperty, which shall have been furnished by Maker, any guarantor or any indemnitoras Payee determines necessary or desirable.

 

ARTICLEIV - MISCELLANEOUS PROVISIONS

 

4.1           The terms and provisions hereof shall bebinding upon and inure to the benefit of Maker and Payee and their respectiveheirs, executors, legal representatives, successors, successors-in-title andassigns, whether by voluntary action of the parties or by operation of law. Asused herein, the terms “Maker” and “Payee” shall be deemed to include theirrespective heirs, executors, legal representatives, successors,successors-in-title and assigns, whether by voluntary action of the parties orby operation of law. If Maker consists of more than one person or entity, eachshall be jointly and severally liable to perform the obligations of Maker underthis Note. All personal pronouns used herein, whether used in the masculine,feminine or neuter gender, shall include all other genders; the singular shallinclude the plural and vice versa. Titles of articles and sections are forconvenience only and in no way define, limit, amplify or describe the scope orintent of any provisions hereof. Time is of the essence with respect to allprovisions of this Note. This Note and the other Loan Documents contain the entireagreements between the parties hereto relating to the subject matter hereof andthereof and all prior agreements relative hereto and thereto which are not containedherein or therein are terminated.

 

4.2           Maker’s Tax Identification Number is                       .

 

13

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[THEBALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

 

14

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IN WITNESS WHEREOF, Makerhas executed this Note as of the date first written above.

 
|   | **MAKER:**                           |
|--------|--------------------------------------|
|   |                                 |
|   |                                 |
|   | **HENRY  TOWN CENTER, LLC**          |
|   | a Georgia limited  liability company |
|   |                                 |
|   |                                 |
|   | By:                                  |  /s/ Steven D. Bell |   |
|   |                                 | Steven D. Bell |
|   |                                 | Managing Member |

 

----

 
| ** ** | **Alpha Seven, LLC**                  |
|------------|---------------------------------------|
|       | a Delaware limited  liability company |
|       |                                  |
|       | By:                                   | Edwards Mill Village  Associates Limited  Partnership, a North Carolina limited  partnership |
|       | Its:                                  | Sole Member |
|       |                                  |
|       |                                  | By: | ALPHA THREE, a North  Carolina  general partnership |
|       |                                  |   |   |
|       |                                  | Its: | General Partner |
|       |                                  |   |   |
|       |                                  | By: |  /s/ Robert F. Andrews, III |   |
|       |                                  |   |  Robert F. Andrews,  III |
|       |                                  |   |   General Partner |
|            |                                       |  |  |  |  |

 

----

 
| ** ** | **Elliston Henry Town Center, LLC**   |
|------------|---------------------------------------|
|       | a Delaware limited  liability company |
|       |                                  |
|       | By:                                   | Winston Three, LLC, a  North Carolina  Limited liability company, its sole member |
|       |                                  |   |
|       |                                  |   |
|       |                                  | By: |  /s/ W. Leon Elliston |   |
|       |                                  |   | W. Leon Elliston |
|       |                                  |   | Sole Member/Manager |

 

 

*[Signatures continue on following page]*

 

17

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|   | **Owen Henry Town Center, LLC**       |
|--------|---------------------------------------|
|   | a Delaware limited  liability company |
|   |                                  |
|   |                                  |
|   | By:                                   |  /s/ Benjamin Ligon Owen |   |
|   |                                  | Benjamin Ligon Owen |
|   |                                  | Sole Member/Manager |

 

18

----

 
|   | **DSCongdonA, LLC**                   |
|--------|---------------------------------------|
|   | a Delaware limited  liability company |
|   |                                  |
|   |                                  |
|   | By:                                   |  /s/ Robert A. Cox, Jr. |   |
|   |                                  | Robert A. Cox, Jr. |
|   |                                  | Manager |

 

19

----

 
|   | **JWCongdonA,  LLC**                  |
|--------|---------------------------------------|
|   | a Delaware limited  liability company |
|   |                                  |
|   |                                  |
|   | By:                                   |  /s/ Robert A. Cox, Jr. |   |
|   |                                  | Robert A. Cox, Jr. |
|   |                                  | Manager |

 

20

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|   | **KCVanstoryA, LLC**                  |
|--------|---------------------------------------|
|   | a Delaware limited  liability company |
|   |                                  |
|   |                                  |
|   | By:                                   |  /s/ Robert A. Cox, Jr. |   |
|   |                                  | Robert A. Cox, Jr. |
|   |                                  | Manager |

 

21

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|   | **ALCongdonA, LLC**                   |
|--------|---------------------------------------|
|   | a Delaware limited  liability company |
|   |                                  |
|   |                                  |
|   | By:                                   |  /s/ Robert A. Cox, Jr. |   |
|   |                                  | Robert A. Cox, Jr. |
|   |                                  | Manager |

 

22

----

 
|   | **SCTerryA,  LLC**                    |
|--------|---------------------------------------|
|   | a Delaware limited  liability company |
|   |                                  |
|   |                                  |
|   | By:                                   |  /s/ Robert A. Cox, Jr. |   |
|   |                                  | Robert A. Cox, Jr. |
|   |                                  | Manager |

 

23

----

 
|   | **JRCongdon, Jr.A, LLC**              |
|--------|---------------------------------------|
|   | a Delaware limited  liability company |
|   |                                  |
|   |                                  |
|   | By:                                   |  /s/ Robert A. Cox, Jr. |   |
|   |                                  | Robert A. Cox, Jr. |
|   |                                  | Manager |

 

24

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|   | **Spence Henry Town****Center, LLC**  |
|--------|---------------------------------------|
|   | a Delaware limited  liability company |
|   |                                  |
|   |                                  |
|   | By:                                   |  /s/ David Spence |   |
|   |                                  | David Spence |
|   |                                  | Sole Member/Manager |

 

25

----

 
| ** ** | **Jay Henry Town Center, LLC**        |
|------------|---------------------------------------|
|       | a Delaware limited  liability company |
|       |                                  |
|       | By:                                   | Jay Family Limited  Partnership, a North  Carolina limited partnership, its sole member |
|       |                                  |   |
|       |                                  |   |
|       |                                  | By: |  /s/ Mack C. Jay III |   |
|       |                                  |   | Name: |  Mack C. Jay III |   |
|       |                                  |   | Title: |  Gen. Partner |   |

 

26

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**SCHEDULE A**

 

----

 
| ***Henry Town Center*** |   |                |              |                 |       |        |
|-------------------------|--------|---------------------|-------------------|----------------------|------------|-------------|
| ***502753516***         |   | *** ***        | Loan Amount:      |                 | 36,000,000 |
|                    |   | ***Actual / 360:*** | @ Maturity:  |                 |       | 31,183,628  |
|                    |   |                |              | Interest Rate:  |       |        | 5.4200% |
|                    |   |                |              | Term:                |       | 120         |
|                    |   |                |              | Amount:              |       | 360         |
|                    |   |                |              | Monthly P&I:     |       | $202,600.76 |
|                    |   |                |              | Funding:             |       | 8-Jan-2003  |
|                    |   |                |              | WAL:                 |       | 9.47        |

 

 
| **I/O** | ** ** | **Pay No** | ** ** | **Date**    | ** ** | **Actual Days** | ** ** | **Principal** | ** ** | **Interest** | ** ** | **UPB** | ** **    |
|---------|------------|------------|------------|-------------|------------|-----------------|------------|---------------|------------|--------------|------------|---------|---------------|
|    |       | 0          |       | 11-Jan-2003 |       |            |       |          |       |         | 16,260.00  |    | 36,000,000.00 |   |
| 18      |       | 1          |       | 11-Feb-2003 |       |            | 31         |          | 0.00       |         | 168,020.00 |    | 36,000,000.00 |   |
| 17      |       | 2          |       | 11-Mar-2003 |       |            | 28         |          | 0.00       |         | 151,760.00 |    | 36,000,000.00 |   |
| 16      |       | 3          |       | 11-Apr-2003 |       |            | 31         |          | 0.00       |         | 168,020.00 |    | 36,000,000.00 |   |
| 15      |       | 4          |       | 11-May-2003 |       |            | 30         |          | 0.00       |         | 162,600.00 |    | 36,000,000.00 |   |
| 14      |       | 5          |       | 11-Jun-2003 |       |            | 31         |          | 0.00       |         | 168,020.00 |    | 36,000,000.00 |   |
| 13      |       | 6          |       | 11-Jul-2003 |       |            | 30         |          | 0.00       |         | 162,600.00 |    | 36,000,000.00 |   |
| 12      |       | 7          |       | 11-Aug-2003 |       |            | 31         |          | 0.00       |         | 168,020.00 |    | 36,000,000.00 |   |
| 11      |       | 8          |       | 11-Sep-2003 |       |            | 31         |          | 0.00       |         | 162,600.00 |    | 36,000,000.00 |   |
| 10      |       | 9          |       | 11-Oct-2003 |       |            | 30         |          | 0.00       |         | 168,020.00 |    | 36,000,000.00 |   |
| 9       |       | 10         |       | 11-Nov-2003 |       |            | 31         |          | 0.00       |         | 162,600.00 |    | 36,000,000.00 |   |
| 8       |       | 11         |       | 11-Dec-2003 |       |            | 30         |          | 0.00       |         | 168,020.00 |    | 36,000,000.00 |   |
| 7       |       | 12         |       | 11-Jan-2004 |       |            | 31         |          | 0.00       |         | 162,600.00 |    | 36,000,000.00 |   |
| 6       |       | 13         |       | 11-Feb-2004 |       |            | 31         |          | 0.00       |         | 168,020.00 |    | 36,000,000.00 |   |
| 5       |       | 14         |       | 11-Mar-2004 |       |            | 29         |          | 0.00       |         | 157,180.00 |    | 36,000,000.00 |   |
| 4       |       | 15         |       | 11-Apr-2004 |       |            | 31         |          | 0.00       |         | 168,020.00 |    | 36,000,000.00 |   |
| 3       |       | 16         |       | 11-May-2004 |       |            | 30         |          | 0.00       |         | 162,600.00 |    | 36,000,000.00 |   |
| 2       |       | 17         |       | 11-Jun-2004 |       |            | 31         |          | 0.00       |         | 168,020.00 |    | 36,000,000.00 |   |
| 1       |       | 18         |       | 11-Jul-2004 |       |            | 30         |          | 0.00       |         | 162,600.00 |    | 36,000,000.00 |   |
| 0       |       | 19         |       | 11-Aug-2004 |       |            | 31         |          | 34,580.76  |         | 168,020.00 |    | 35,965,419.24 |   |
| 0       |       | 20         |       | 11-Sep-2004 |       |            | 31         |          | 34,742.16  |         | 167,858.60 |    | 35,930,677.08 |   |
| 0       |       | 21         |       | 11-Oct-2004 |       |            | 30         |          | 40,313.87  |         | 162,286.89 |    | 35,890,363.21 |   |
| 0       |       | 22         |       | 11-Nov-2004 |       |            | 31         |          | 35,092.46  |         | 167,508.30 |    | 35,855,270.75 |   |
| 0       |       | 23         |       | 11-Dec-2004 |       |            | 30         |          | 40,654.45  |         | 161,946.31 |    | 35,814,616.30 |   |

 

----

 
| 0 |   | 24 |   | 11-Jan-2005 |   |   | 31 |   | 35,445.99 |   | 167,154.77 |   | 35,779,170.31 |   |
|---|--------|----|--------|-------------|--------|--------|----|--------|-----------|--------|------------|--------|---------------|--------|
| 0 |   | 25 |   | 11-Feb-2005 |   |   | 31 |   | 35,611.42 |   | 166,989.34 |   | 35,743,558.89 |   |
| 0 |   | 26 |   | 11-Mar-2005 |   |   | 28 |   | 51,921.80 |   | 150,678.96 |   | 35,691,637.09 |   |
| 0 |   | 27 |   | 11-Apr-2005 |   |   | 31 |   | 36,019.96 |   | 166,580.80 |   | 35,655,617.13 |   |
| 0 |   | 28 |   | 11-May-2005 |   |   | 30 |   | 41,556.22 |   | 161,044.54 |   | 35,614,060.91 |   |
| 0 |   | 29 |   | 11-Jun-2005 |   |   | 31 |   | 36,382.02 |   | 166,218.74 |   | 35,577,678.89 |   |
| 0 |   | 30 |   | 11-Jul-2005 |   |   | 30 |   | 41,908.24 |   | 160,692.52 |   | 35,535,770.65 |   |
| 0 |   | 31 |   | 11-Aug-2005 |   |   | 31 |   | 36,747.42 |   | 165,853.34 |   | 35,499,023.23 |   |
| 0 |   | 32 |   | 11-Sep-2005 |   |   | 31 |   | 36,918.93 |   | 165,681.83 |   | 35,462,104.30 |   |
| 0 |   | 33 |   | 11-Oct-2005 |   |   | 30 |   | 42,430.26 |   | 160,170.50 |   | 35,419,674.04 |   |
| 0 |   | 34 |   | 11-Nov-2005 |   |   | 31 |   | 37,289.27 |   | 165,311.49 |   | 35,382,384.77 |   |
| 0 |   | 35 |   | 11-Dec-2005 |   |   | 30 |   | 42,790.32 |   | 159,810.44 |   | 35,339,594.45 |   |
| 0 |   | 36 |   | 11-Jan-2006 |   |   | 31 |   | 37,663.02 |   | 164,937.74 |   | 35,301,931.43 |   |
| 0 |   | 37 |   | 11-Feb-2006 |   |   | 31 |   | 37,838.80 |   | 164,761.96 |   | 35,264,092.63 |   |
| 0 |   | 38 |   | 11-Mar-2006 |   |   | 28 |   | 53,943.02 |   | 148,657.74 |   | 35,210,149.61 |   |
| 0 |   | 39 |   | 11-Apr-2006 |   |   | 31 |   | 38,267.17 |   | 164,333.59 |   | 35,171,882.44 |   |
| 0 |   | 40 |   | 11-May-2006 |   |   | 30 |   | 43,741.09 |   | 158,859.67 |   | 35,128,141.35 |   |
| 0 |   | 41 |   | 11-Jun-2006 |   |   | 31 |   | 38,649.92 |   | 163,950.84 |   | 35,089,491.43 |   |
| 0 |   | 42 |   | 11-Jul-2006 |   |   | 30 |   | 44,113.22 |   | 158,487.54 |   | 35,045,378.21 |   |
| 0 |   | 43 |   | 11-Aug-2006 |   |   | 31 |   | 39,036.19 |   | 163,564.57 |   | 35,006,342.02 |   |
| 0 |   | 44 |   | 11-Sep-2006 |   |   | 31 |   | 39,218.38 |   | 163,382.38 |   | 34,967,123.64 |   |
| 0 |   | 45 |   | 11-Oct-2006 |   |   | 30 |   | 44,665.92 |   | 157,934.84 |   | 34,922,457.72 |   |
| 0 |   | 46 |   | 11-Nov-2006 |   |   | 31 |   | 39,609.89 |   | 162,990.87 |   | 34,882,847.83 |   |
| 0 |   | 47 |   | 11-Dec-2006 |   |   | 30 |   | 45,046.56 |   | 157,554.20 |   | 34,837,801.27 |   |
| 0 |   | 48 |   | 11-Jan-2007 |   |   | 31 |   | 40,005.00 |   | 162,595.76 |   | 34,797,796.27 |   |
| 0 |   | 49 |   | 11-Feb-2007 |   |   | 31 |   | 40,191.70 |   | 162,409.05 |   | 34,757,604.56 |   |
| 0 |   | 50 |   | 11-Mar-2007 |   |   | 28 |   | 56,078.15 |   | 146,522.61 |   | 34,701,526.41 |   |
| 0 |   | 51 |   | 11-Apr-2007 |   |   | 31 |   | 40,641.02 |   | 161,959.74 |   | 34,660,885.39 |   |
| 0 |   | 52 |   | 11-May-2007 |   |   | 30 |   | 46,049.09 |   | 156,551.67 |   | 34,614,836.30 |   |
| 0 |   | 53 |   | 11-Jun-2007 |   |   | 31 |   | 41,045.63 |   | 161,555.13 |   | 34,573,790.67 |   |
| 0 |   | 54 |   | 11-Jul-2007 |   |   | 30 |   | 46,442.47 |   | 156,158.29 |   | 34,527,348.20 |   |
| 0 |   | 55 |   | 11-Aug-2007 |   |   | 31 |   | 41,453.95 |   | 161,146.81 |   | 34,485,894.25 |   |
| 0 |   | 56 |   | 11-Sep-2007 |   |   | 31 |   | 41,647.43 |   | 160,953.33 |   | 34,444,246.82 |   |
| 0 |   | 57 |   | 11-Oct-2007 |   |   | 30 |   | 47,027.58 |   | 155,573.18 |   | 34,397,219.24 |   |
| 0 |   | 58 |   | 11-Nov-2007 |   |   | 31 |   | 42,061.29 |   | 160,539.47 |   | 34,355,157.95 |   |

 

----

 
| 0 |   | 59 |   | 11-Dec-2007 |   |   | 30 |   | 47,429.96 |   | 155,170.80 |   | 34,307,727.99 |   |
|---|--------|----|--------|-------------|--------|--------|----|--------|-----------|--------|------------|--------|---------------|--------|
| 0 |   | 60 |   | 11-Jan-2008 |   |   | 31 |   | 42,478.97 |   | 160,121.79 |   | 34,265,249.02 |   |
| 0 |   | 61 |   | 11-Feb-2008 |   |   | 31 |   | 42,677.23 |   | 159,923.53 |   | 34,222,571.79 |   |
| 0 |   | 62 |   | 11-Mar-2008 |   |   | 29 |   | 53,181.21 |   | 149,419.55 |   | 34,169,390.58 |   |
| 0 |   | 63 |   | 11-Apr-2008 |   |   | 31 |   | 43,124.62 |   | 159,476.14 |   | 34,126,265.96 |   |
| 0 |   | 64 |   | 11-May-2008 |   |   | 30 |   | 48,463.79 |   | 154,136.97 |   | 34,077,802.17 |   |
| 0 |   | 65 |   | 11-Jun-2008 |   |   | 31 |   | 43,552.08 |   | 159,048.68 |   | 34,034,250.09 |   |
| 0 |   | 66 |   | 11-Jul-2008 |   |   | 30 |   | 48,879.40 |   | 153,721.36 |   | 33,985,370.69 |   |
| 0 |   | 67 |   | 11-Aug-2008 |   |   | 31 |   | 43,983.48 |   | 158,617.28 |   | 33,941,387.21 |   |
| 0 |   | 68 |   | 11-Sep-2008 |   |   | 31 |   | 44,188.76 |   | 158,412.00 |   | 33,897,196.45 |   |
| 0 |   | 69 |   | 11-Oct-2008 |   |   | 30 |   | 49,498.41 |   | 153,102.35 |   | 33,847,700.04 |   |
| 0 |   | 70 |   | 11-Nov-2008 |   |   | 31 |   | 44,626.02 |   | 157,974.74 |   | 33,803,074.02 |   |
| 0 |   | 71 |   | 11-Dec-2008 |   |   | 30 |   | 49,923.54 |   | 152,677.22 |   | 33,753,150.48 |   |
| 0 |   | 72 |   | 11-Jan-2009 |   |   | 31 |   | 45,067.31 |   | 157,533.45 |   | 33,708,083.17 |   |
| 0 |   | 73 |   | 11-Feb-2009 |   |   | 31 |   | 45,277.65 |   | 157,323.11 |   | 33,662,805.52 |   |
| 0 |   | 74 |   | 11-Mar-2009 |   |   | 28 |   | 60,693.33 |   | 141,907.43 |   | 33,602,112.19 |   |
| 0 |   | 75 |   | 11-Apr-2009 |   |   | 31 |   | 45,772.24 |   | 156,828.52 |   | 33,556,339.95 |   |
| 0 |   | 76 |   | 11-May-2009 |   |   | 30 |   | 51,037.96 |   | 151,562.80 |   | 33,505,301.99 |   |
| 0 |   | 77 |   | 11-Jun-2009 |   |   | 31 |   | 46,224.07 |   | 156,376.69 |   | 33,459,077.92 |   |
| 0 |   | 78 |   | 11-Jul-2009 |   |   | 30 |   | 51,477.26 |   | 151,123.50 |   | 33,407,600.66 |   |
| 0 |   | 79 |   | 11-Aug-2009 |   |   | 31 |   | 46,680.06 |   | 155,920.70 |   | 33,360,920.60 |   |
| 0 |   | 80 |   | 11-Sep-2009 |   |   | 31 |   | 46,897.93 |   | 155,702.83 |   | 33,341,022.67 |   |
| 0 |   | 81 |   | 11-Oct-2009 |   |   | 30 |   | 52,132.42 |   | 150,468.34 |   | 33,261,890.25 |   |
| 0 |   | 82 |   | 11-Nov-2009 |   |   | 31 |   | 47,360.13 |   | 155,240.63 |   | 33,214,530.12 |   |
| 0 |   | 83 |   | 11-Dec-2009 |   |   | 30 |   | 52,581.80 |   | 150,018.96 |   | 33,161,948.32 |   |
| 0 |   | 84 |   | 11-Jan-2010 |   |   | 31 |   | 47,826.58 |   | 154,774.18 |   | 33,114,121.74 |   |
| 0 |   | 85 |   | 11-Feb-2010 |   |   | 31 |   | 48,049.80 |   | 154,550.96 |   | 33,066,071.94 |   |
| 0 |   | 86 |   | 11-Mar-2010 |   |   | 28 |   | 63,208.90 |   | 139,391.86 |   | 33,002,863.04 |   |
| 0 |   | 87 |   | 11-Apr-2010 |   |   | 31 |   | 48,569.06 |   | 154,031.70 |   | 32,954,293.98 |   |
| 0 |   | 88 |   | 11-May-2010 |   |   | 30 |   | 53,757.20 |   | 148,843.56 |   | 32,900,536.78 |   |
| 0 |   | 89 |   | 11-Jun-2010 |   |   | 31 |   | 49,046.64 |   | 153,554.12 |   | 32,851,490.14 |   |
| 0 |   | 90 |   | 11-Jul-2010 |   |   | 30 |   | 54,221.53 |   | 148,379.23 |   | 32,797,268.61 |   |
| 0 |   | 91 |   | 11-Aug-2010 |   |   | 31 |   | 49,528.62 |   | 153,072.14 |   | 32,747,739.99 |   |
| 0 |   | 92 |   | 11-Sep-2010 |   |   | 31 |   | 49,759.78 |   | 152,840.98 |   | 32,697,980.21 |   |
| 0 |   | 93 |   | 11-Oct-2010 |   |   | 30 |   | 54,914.88 |   | 147,685.88 |   | 32,643,065.33 |   |

 

----

 
| 0 |   | 94  |   | 11-Nov-2010 |   |   | 31 |   | 50,248.32     |   | 152,352.44 |   | 32,592,817.01 |   |
|---|--------|-----|--------|-------------|--------|--------|----|--------|---------------|--------|------------|--------|---------------|--------|
| 0 |   | 95  |   | 11-Dec-2010 |   |   | 30 |   | 55,389.87     |   | 147,210.89 |   | 32,537,427.14 |   |
| 0 |   | 96  |   | 11-Jan-2011 |   |   | 31 |   | 50,741.36     |   | 151,859.40 |   | 32,486,685.78 |   |
| 0 |   | 97  |   | 11-Feb-2011 |   |   | 31 |   | 50,978.18     |   | 151,622.58 |   | 32,435,707.60 |   |
| 0 |   | 98  |   | 11-Mar-2011 |   |   | 28 |   | 65,866.23     |   | 136.734.53 |   | 32,369,841.37 |   |
| 0 |   | 99  |   | 11-Apr-2011 |   |   | 31 |   | 51,523.52     |   | 151,077.24 |   | 32,318,317.85 |   |
| 0 |   | 100 |   | 11-May-2011 |   |   | 30 |   | 56,629.69     |   | 145,971.07 |   | 32,261,688.16 |   |
| 0 |   | 101 |   | 11-Jun-2011 |   |   | 31 |   | 52,028.29     |   | 150,572.47 |   | 32,209,659.87 |   |
| 0 |   | 102 |   | 11-Jul-2011 |   |   | 30 |   | 57,120.46     |   | 145,480.30 |   | 32,152,539.41 |   |
| 0 |   | 103 |   | 11-Aug-2011 |   |   | 31 |   | 52,537.71     |   | 150,063.05 |   | 32,100,001.70 |   |
| 0 |   | 104 |   | 11-Sep-2011 |   |   | 31 |   | 52,782.92     |   | 149,817.84 |   | 32,047,218.78 |   |
| 0 |   | 105 |   | 11-Oct-2011 |   |   | 30 |   | 57,854.16     |   | 144,746.60 |   | 31,989,364.62 |   |
| 0 |   | 106 |   | 11-Nov-2011 |   |   | 31 |   | 53,299.29     |   | 149,301.47 |   | 31,936,065.33 |   |
| 0 |   | 107 |   | 11-Dec-2011 |   |   | 30 |   | 58,356.20     |   | 144,244.56 |   | 31,877,709.13 |   |
| 0 |   | 108 |   | 11-Jan-2012 |   |   | 31 |   | 53,820.41     |   | 148,780.35 |   | 31,823,888.72 |   |
| 0 |   | 109 |   | 11-Feb-2012 |   |   | 31 |   | 54,071.60     |   | 148,529.16 |   | 31,769,817.12 |   |
| 0 |   | 110 |   | 11-Mar-2012 |   |   | 29 |   | 63,890.21     |   | 138,710.55 |   | 31,705,926.91 |   |
| 0 |   | 111 |   | 11-Apr-2012 |   |   | 31 |   | 54,622.15     |   | 147,978.61 |   | 31,651,304.76 |   |
| 0 |   | 112 |   | 11-May-2012 |   |   | 30 |   | 59,642.37     |   | 142,958.39 |   | 31,591,662.39 |   |
| 0 |   | 113 |   | 11-Jun-2012 |   |   | 31 |   | 55,155.45     |   | 147,445.31 |   | 31,536,506.94 |   |
| 0 |   | 114 |   | 11-Jul-2012 |   |   | 30 |   | 60,160.87     |   | 142,439.89 |   | 31,476,346.07 |   |
| 0 |   | 115 |   | 11-Aug-2012 |   |   | 31 |   | 55,693.66     |   | 146,907.10 |   | 31,420,652.41 |   |
| 0 |   | 116 |   | 11-Sep-2012 |   |   | 31 |   | 55,953.59     |   | 146,647.17 |   | 31,364,698.82 |   |
| 0 |   | 117 |   | 11-Oct-2012 |   |   | 30 |   | 60,936.87     |   | 141,663.89 |   | 31,303,761.95 |   |
| 0 |   | 118 |   | 11-Nov-2012 |   |   | 31 |   | 56,499.15     |   | 146,101.61 |   | 31,247,262.80 |   |
| 0 |   | 119 |   | 11-Dec-2012 |   |   | 30 |   | 61,467.29     |   | 141,133.47 |   | 31,185,795.51 |   |
| 0 |   | 120 |   | 11-Jan-2013 |   |   | 31 |   | 31,185,795.51 |   | 145,551.04 |   | 0.00          |   |
| 0 |   | 121 |   | 11-Feb-2013 |   |   | 31 |   | 0.00          |   | 0.00       |   | 0.00          |   |
| 0 |   | 122 |   | 11-Mar-2013 |   |   | 28 |   | 0.00          |   | 0.00       |   | 0.00          |   |
| 0 |   | 123 |   | 11-Apr-2013 |   |   | 31 |   | 0.00          |   | 0.00       |   | 0.00          |   |
| 0 |   | 124 |   | 11-May-2013 |   |   | 30 |   | 0.00          |   | 0.00       |   | 0.00          |   |
| 0 |   | 125 |   | 11-Jun-2013 |   |   | 31 |   | 0.00          |   | 0.00       |   | 0.00          |   |
| 0 |   | 126 |   | 11-Jul-2013 |   |   | 30 |   | 0.00          |   | 0.00       |   | 0.00          |   |
| 0 |   | 127 |   | 11-Aug-2013 |   |   | 31 |   | 0.00          |   | 0.00       |   | 0.00          |   |
| 0 |   | 128 |   | 11-Sep-2013 |   |   | 31 |   | 0.00          |   | 0.00       |   | 0.00          |   |

 

----