calendar month.
Interest Rate:
a rate of interest equal to 5.433% per annum (or, when
applicable pursuant to this Note or any other Loan Document, the Default Rate).
Maturity Date:
the date on which the final payment of principal of this Note
(or any replacement note issued in connection with a Defeasance Event, if
applicable) becomes due and payable as therein provided, whether at the Stated
Maturity Date, by declaration of acceleration, or otherwise.
Payment Date:
the 6th day of each calendar month or, upon Payee's exercise of
its right to change the Payment Date in accordance with Section 2.2.4 of the
Loan Agreement, the New Payment Date (in either case, if such day is not a
Business Day, the Payment Date shall be the first Business Day thereafter).
The
first Payment Date hereunder shall be December 6, 2006.
Stated Maturity Date:
November 6, 2016, as such date may be changed in
accordance with Section 2.2.4 of the Loan Agreement.
Yield Maintenance Premium:
an amount which, when added to the outstanding
Principal, would be sufficient to purchase U.S. Obligations which provide
payments (a) on or prior to, but as close as possible to, all successive
scheduled payment dates under this Note through the Stated Maturity Date and (b)
in amounts equal to the Monthly Debt Service Payment Amount required under this
Note through the Stated Maturity Date together with the outstanding principal
balance of this Note as of the Stated Maturity Date assuming payment of all such
Monthly Debt Service Payment Amounts are made (including any servicing costs
associated therewith).
In no event shall the Yield Maintenance Premium be less
than zero.
2
2.
PAYMENTS AND COMPUTATIONS.
INTEREST ON THE UNPAID PRINCIPAL
SHALL BE COMPUTED ON THE BASIS OF THE ACTUAL NUMBER OF DAYS ELAPSED OVER A
360-DAY YEAR.
ALL AMOUNTS DUE UNDER THIS NOTE SHALL BE PAYABLE WITHOUT SETOFF,
COUNTERCLAIM OR ANY OTHER DEDUCTION WHATSOEVER AND ARE PAYABLE WITHOUT RELIEF
FROM VALUATION AND APPRAISEMENT LAWS AND WITH ALL COSTS AND CHARGES INCURRED IN
THE COLLECTION OR ENFORCEMENT HEREOF, INCLUDING, ATTORNEYS' FEES AND COURT
COSTS.
3.
LOAN DOCUMENTS.
THIS NOTE IS EVIDENCE OF THAT CERTAIN LOAN MADE
BY PAYEE TO MAKER CONTEMPORANEOUSLY HEREWITH AND IS EXECUTED PURSUANT TO THE
TERMS AND CONDITIONS OF THE LOAN AGREEMENT.
THIS NOTE IS SECURED BY AND
ENTITLED TO THE BENEFITS OF, AMONG OTHER THINGS, THE MORTGAGE AND THE OTHER LOAN
DOCUMENTS.
REFERENCE IS MADE TO THE LOAN DOCUMENTS FOR A DESCRIPTION OF THE
NATURE AND EXTENT OF THE SECURITY AFFORDED THEREBY, THE RIGHTS OF THE HOLDER
HEREOF IN RESPECT OF SUCH SECURITY, THE TERMS AND CONDITIONS UPON WHICH THIS
NOTE IS SECURED AND THE RIGHTS AND DUTIES OF THE HOLDER OF THIS NOTE.
NO
REFERENCE HEREIN TO AND NO PROVISION OF ANY OTHER LOAN DOCUMENT SHALL ALTER OR
IMPAIR THE OBLIGATION OF MAKER, WHICH IS ABSOLUTE AND UNCONDITIONAL (EXCEPT FOR
SECTION 10.1 OF THE LOAN AGREEMENT), TO PAY THE PRINCIPAL OF AND INTEREST ON
THIS NOTE AT THE TIME AND PLACE AND