AND UNPAID INTEREST SHALL ALSO BE
PAYABLE IN FULL IN CASH ON THE MATURITY DATE.
INTEREST SHALL BE CALCULATED ON
THE BASIS OF A 360-DAY YEAR FOR THE ACTUAL NUMBER OF DAYS ELAPSED.
(B)
NOTWITHSTANDING THE FOREGOING, BUT SUBJECT TO APPLICABLE LAW, UPON
THE OCCURRENCE OF ANY EVENT OF DEFAULT, THIS NOTE SHALL BEAR INTEREST WHICH
SHALL ACCRUE DURING THE CONTINUANCE OF SUCH EVENT OF DEFAULT AND SHALL BE
PAYABLE (SUBJECT TO SECTION 11(B)) IN IMMEDIATELY AVAILABLE FUNDS, FOR EACH DAY
DURING THE CONTINUANCE OF SUCH EVENT
10
OF DEFAULT, AT A RATE EQUAL TO THE INTEREST RATE PLUS 2% PER ANNUM.
SUCH
DEFAULT INTEREST SHALL BE PAYABLE AT THE TIMES INTEREST IS OTHERWISE PAYABLE IN
ACCORDANCE WITH SECTION 2(A).
(C)
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE INTEREST
PAYABLE BY THE BORROWERS WITH RESPECT TO THE LOAN SHALL NOT EXCEED THE MAXIMUM
AMOUNT PERMITTED BY APPLICABLE LAW AND, TO THE EXTENT THAT ANY PAYMENTS IN
EXCESS OF SUCH PERMITTED AMOUNT ARE RECEIVED BY THE LENDER, SUCH EXCESS SHALL BE
CONSIDERED PAYMENTS IN RESPECT OF THE PRINCIPAL AMOUNT OF THE LOAN.
SECTION 3.
Use of Proceeds.
The Borrowers shall use the proceeds of the Loan solely to purchase Units
pursuant to the 2009 Liquidity Put on the Borrowing Date.
SECTION 4.
Evidence of Debt.
(A)
THE LENDER SHALL MAINTAIN IN ACCORDANCE WITH ITS USUAL PRACTICE AN
ACCOUNT OR ACCOUNTS EVIDENCING THE BORROWER INDEBTEDNESS OF THE BORROWERS TO THE
LENDER RESULTING FROM THE LOAN HEREUNDER, INCLUDING THE AMOUNTS OF PRINCIPAL AND
INTEREST PAYABLE AND PAID TO THE LENDER FROM TIME TO TIME HEREUNDER.
(B)
THE ENTRIES MADE IN THE ACCOUNTS OF THE LENDER MAINTAINED PURSUANT
TO SECTION 4(A) ABOVE SHALL, TO THE EXTENT PERMITTED BY APPLICABLE LAW, BE PRIMA
FACIE EVIDENCE OF THE EXISTENCE AND AMOUNTS OF THE OBLIGATIONS OF THE BORROWERS
RECORDED THEREIN; PROVIDED, HOWEVER, THAT THE FAILURE OF THE LENDER TO MAINTAIN
SUCH ACCOUNTS OR ANY ERROR THEREIN SHALL NOT IN ANY MANNER AFFECT THE
OBLIGATIONS.
THE LENDER SHALL PROVIDE A COPY OF THE ACCOUNT(S) TO THE BORROWERS
UPON THE BORROWERS' REQUEST.
SECTION 5.
Method of Payment; Repayment of Loan; and Priority of
Payments.
(A)
REPAYMENT OF LOAN.
EACH BORROWER HEREBY UNCONDITIONALLY PROMISES,
JOINTLY AND SEVERALLY, TO PAY TO THE LENDER THE THEN UNPAID PRINCIPAL AMOUNT OF
THE LOAN ON THE MATURITY DATE (OR ON SUCH EARLIER DATE ON WHICH ALL OR A PORTION
OF THE LOAN BECOMES DUE AND PAYABLE PURSUANT TO SECTION 11 OR PURSUANT TO
SECTION 5(C)), WITH ACCRUED AND UNPAID INTEREST THEREON.
(B)
PAYMENTS.
ALL PAYMENTS (INCLUDING ANY PREPAYMENTS) TO BE MADE BY
ANY BORROWER HEREUNDER, WHETHER ON ACCOUNT OF PRINCIPAL, INTEREST, EXPENSES OR
OTHERWISE, SHALL BE MADE WITHOUT SET-OFF, COUNTERCLAIM, DEDUCTION OR WITHHOLDING
AND SHALL BE MADE TO THE LENDER BY WIRE TRANSFER OF IMMEDIATELY AVAILABLE FUNDS
TO AN ACCOUNT OR BY SUCH OTHER REASONABLE MEANS AS THE LENDER MAY SPECIFY TO THE
BORROWERS, ON OR PRIOR TO 12:00 NOON, NEW YORK CITY TIME, ON THE DUE DATE
THEREOF, IN U.S. DOLLARS AND