PAYMENT DATE SHALL BE DUE AND PAYABLE
ON THE PAYMENT DATE IN JUNE, 2006 (AS PROVIDED IN CLAUSE (I) ABOVE) AND ON EACH
SUBSEQUENT PAYMENT DATE THROUGH AND INCLUDING THE MONTH PRECEDING THE MONTH
DURING WHICH OCCURS THE MATURITY DATE, AS SUCH MATURITY DATE MAY BE EXTENDED
FROM TIME TO TIME PURSUANT TO SECTION 2.1(E) HEREOF; AND
(III)
THE ENTIRE OUTSTANDING PRINCIPAL AMOUNT, TOGETHER WITH ALL
ACCRUED AND UNPAID INTEREST AND ANY OTHER CHARGES AND SUMS DUE HEREON AND ON THE
OTHER LOAN DOCUMENTS (INCLUDING, WITHOUT LIMITATION, THE EXIT FEE) SHALL BE DUE
AND PAYABLE ON
MAY 9, 2008 (THE "MATURITY DATE"), AS SUCH MATURITY DATE MAY BE
EXTENDED FROM TIME TO TIME PURSUANT TO SECTION 2.1(E) HEREOF.
(B)
PAYMENTS SHALL BE PAID BY MAKER, WITHOUT SETOFF OR COUNTERCLAIM,
BY WIRE TRANSFER TO PAYEE AT 420 LEXINGTON AVENUE, NEW YORK, NEW YORK 10170, OR
TO SUCH OTHER LOCATION OR ACCOUNT AS PAYEE MAY SPECIFY TO MAKER FROM TIME TO
TIME, IN FEDERAL OR OTHER IMMEDIATELY AVAILABLE FUNDS IN LAWFUL MONEY OF THE
UNITED STATES OF AMERICA, NOT LATER THAN 2:00 P.M., NEW YORK CITY TIME, ON EACH
PAYMENT DATE, SUBJECT TO THE PROVISIONS OF SECTION 5.05 OF THE LOAN AGREEMENT
AND SECTION 3(B) OF THE DEPOSIT ACCOUNT AGREEMENT, PURSUANT TO WHICH FUNDS ON
DEPOSIT IN THE DEBT SERVICE PAYMENT SUB-ACCOUNT ARE TO BE TRANSFERRED TO LENDER
TO BE APPLIED TOWARDS THE REQUIRED DEBT SERVICE PAYMENT. IF ANY PAYMENT
HEREUNDER OR UNDER ANY OF THE OTHER LOAN DOCUMENTS BECOMES DUE AND PAYABLE ON A
DAY OTHER THAN A BUSINESS DAY, SUCH PAYMENT SHALL NOT BE PAYABLE UNTIL THE NEXT
SUCCEEDING BUSINESS DAY; PROVIDED, HOWEVER, IF SUCH NEXT SUCCEEDING BUSINESS DAY
FALLS WITHIN THE NEXT CALENDAR MONTH, SUCH PAYMENT SHALL BE DUE AND PAYABLE ON
THE IMMEDIATELY PRECEDING BUSINESS DAY. IF THE DATE FOR ANY PAYMENTS OF
PRINCIPAL IS EXTENDED ON ACCOUNT OF THE FOREGOING OR ON ACCOUNT OF OPERATION OF
LAW OR OTHERWISE, INTEREST THEREON SHALL BE PAYABLE AT THE THEN APPLICABLE RATE
DURING SUCH EXTENSION. NOTHING CONTAINED IN THIS NOTE, THE LOAN AGREEMENT OR THE
DEPOSIT ACCOUNT AGREEMENT IS INTENDED TO, NOR SHALL THE SAME BE CONSTRUED TO,
RELIEVE THE BORROWER OF ITS OBLIGATION TO MAKE TIMELY AND FULLY THE PAYMENTS
REQUIRED TO BE MADE HEREUNDER IF THE FUNDS ON DEPOSIT IN THE DEBT SERVICE
PAYMENT SUB-ACCOUNT, THE LIQUIDITY RESERVE ESCROW ACCOUNT OR ANY OTHER ACCOUNT
ARE INSUFFICIENT TO PAY THE REQUIRED DEBT SERVICE PAYMENT.
(C)
PAYEE SHALL DETERMINE THE LIBOR RATE AS IN EFFECT FROM TIME TO
TIME ON EACH INTEREST DETERMINATION DATE, AND EACH SUCH DETERMINATION OF THE
LIBOR RATE SHALL BE CONCLUSIVE AND BINDING ABSENT MANIFEST ERROR.
4
(D)
PAYMENTS MADE BY MAKER UNDER THIS NOTE SHALL BE MADE FREE AND
CLEAR OF, AND WITHOUT REDUCTION FOR OR ON ACCOUNT OF, ANY PRESENT OR FUTURE
INCOME, STAMP OR OTHER TAXES, LEVIES, IMPOSTS, DUTIES, CHARGES, FEES, DEDUCTIONS
OR WITHHOLDINGS, NOW OR HEREAFTER IMPOSED, LEVIED, COLLECTED, WITHHELD OR
ASSESSED BY ANY GOVERNMENTAL AUTHORITY, EXCLUDING INCOME AND FRANCHISE TAXES