PROMISSORY NOTE (Note B)
| Exhibit 10.2 | |
|
Loan
No.: 00-0000000 |
Cadbury
Schweppes Office |
PROMISSORY
NOTE
(Note
B)
|
$4,047,559.28
|
February
25, 2005
|
FOR VALUE
RECEIVED, the undersigned, CLF PARSIPPANY LLC, a Delaware limited liability
company (“Maker”),
having an address c/o Caplease, LP, 000 Xxxxxx Xxxx, 00xx Xxxxx,
Xxx Xxxx, Xxx Xxxx 00000, promises to pay to the order of CAPLEASE, LP, a
Delaware limited partnership (“Payee”), at
the office of Payee at 000 Xxxxxx Xxxx, 00xx Xxxxx,
Xxx Xxxx, Xxx Xxxx 00000, or at such other place as Payee may designate to Maker
in writing from time to time, the principal sum of Four Million Forty-Seven
Thousand Five Hundred Fifty-Nine and 28/100 Dollars ($4,047,559.28), together
with interest on so much thereof as is from time to time outstanding and unpaid,
from the date of the advance of the principal evidenced hereby, at the rate of
five and twenty-six one-hundredths percent (5.26%) per annum (the “Note
Rate”),
together with all other amounts due hereunder or under the other Loan Documents
(as defined herein), in lawful money of the United States of America, which
shall at the time of payment be legal tender in payment of all debts and dues,
public and private. This promissory note shall be hereinafter referred to as the
“B
Note” and the
loan evidenced by this B Note shall be hereinafter referred to as the
“B
Loan”.
Concurrently with the execution of this B Note, Maker has executed and delivered
to Wachovia Bank, National Association that certain promissory note dated the
date hereof in the original principal amount of Thirty-Six Million and No/100
Dollars ($36,000,000.00), which promissory note shall be hereinafter referred to
as the “A
Note” and the
loan evidenced by the A Note shall be hereinafter referred to as the
“A
Loan”. The
indebtedness evidenced by the A Note and the obligations created thereby are
also secured by the Security Instrument (as hereinafter defined), the Assignment
(as defined in the hereinafter defined Loan Documents) and the other Loan
Documents (as hereinafter defined) securing the B Loan. Wachovia Bank, National
Association has been engaged as collateral agent by Xxxxx and the holder of the
A Note to administer the documents and collateral securing this B Note and the A
Note, including, without limitation, the Security Property (as hereinafter
defined). Maker shall make separate monthly payments of principal and interest
under this B Note and the A Note, as directed by the holder of this B Note and
the holder of the A Note. The A Loan and the B Loan shall be hereinafter
referred to collectively as the “Loan”.
ARTICLE
I. -
TERMS AND CONDITIONS
1.1. Computation
of Interest.
Interest shall be computed hereunder based on a 360-day year and based on the
actual number of days elapsed for any period in which interest is being
calculated. Interest shall accrue from the date on which funds are advanced
hereunder (regardless of the time of day) through and including the day on which
funds are credited pursuant to Section
1.2
hereof.
1.2. Payment
of Principal and Interest.
Payments in federal funds immediately available at the place designated for
payment received by Payee prior to 2:00 p.m. local time on a day on which Payee
is open for business at said place of payment shall be credited prior to close
of business, while other payments, at the option of Payee, may not be credited
until immediately available to Payee in federal funds at the place designated
for payment prior to 2:00 p.m. local time on the next day on which Payee is open
for business. Such principal and interest shall be payable in consecutive
monthly installments in the amount set forth on Annex
1,
beginning on April 11, 2005 (the “First
Payment Date”), and
continuing on the eleventh (11th) day of
each and every calendar month thereafter through and including February 11, 2015
(each, a “Payment
Date”). On
March 11, 2015 (the “Maturity
Date”), the
entire outstanding principal balance hereof, together with all accrued but
unpaid interest thereon, shall be due and payable in full.
1.3. Application
of Payments. So long
as no Event of Default (as hereinafter defined) exists hereunder or under any
other Loan Document, each such monthly installment shall be applied, first, to
any amounts hereafter advanced by Payee hereunder or under any other Loan
Document, second, to any late fees and other amounts payable to Payee, third, to
the payment of accrued interest and last to reduction of principal.
1.4. Payment
of “Short Interest”. Maker
shall pay to Payee contemporaneously with the execution hereof interest at the
Note Rate for a period from the date hereof through March 10, 2005.
1.5. Prepayment;
Defeasance.
(a) This B
Note may not be prepaid, in whole or in part (except as otherwise specifically
provided herein), at any time. In the event that Maker wishes to have the
Security Property (as hereinafter defined) released from the lien of the
Security Instrument (as hereinafter defined), Maker’s sole option shall be a
Defeasance (as hereinafter defined) upon satisfaction of the terms and
conditions set forth in Section
1.5(d) hereof,
provided, however, that any Defeasance under this B Note must occur
simultaneously with the Defeasance of the A Note. This B Note may be prepaid in
whole but not in part without premium or penalty on either of the two (2)
Payment Dates occurring immediately prior to the Maturity Date provided (i)
written notice of such prepayment is received by Payee not more than ninety (90)
days and not less than thirty (30) days prior to the date of such prepayment,
and (ii) such prepayment is accompanied by all interest accrued hereunder
through and including the date of such prepayment and all other sums due
hereunder or under the other Loan Documents. If, upon any such permitted
prepayment on either of the two (2) Payment Dates occurring immediately prior to
the Maturity Date, the aforesaid prior written notice has not been timely
received by Payee, there shall be due a prepayment fee equal to, an amount equal
to the lesser of (i) thirty (30) days’ interest computed at the Note Rate
on the outstanding principal balance of this B Note so prepaid and (ii) interest
computed at the Note Rate on the outstanding principal balance of this B Note so
prepaid that would have been payable for the period from, and including, the
date of prepayment through the Maturity Date of this B Note as though such
prepayment had not occurred.
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(b) If, prior
to the fourth (4th)
anniversary of the First Payment Date (the “Lockout
Expiration Date”), the
indebtedness evidenced by this B Note shall have been declared due and payable
by Payee pursuant to Article II hereof or the provisions of any other Loan
Document due to a default by Maker, then, in addition to the indebtedness
evidenced by this B Note being immediately due and payable, there shall also
then be immediately due and payable a sum equal to the interest which would have
accrued on the principal balance of this Note at the Note Rate from the date of
such acceleration to the Lockout Expiration Date, together with a prepayment fee
in an amount equal to the Yield Maintenance Premium (as hereinafter defined)
based on the entire indebtedness on the date of such acceleration. If such
acceleration is on or following the Lockout Expiration Date, the Yield
Maintenance Premium shall also then be immediately due and payable as though
Maker were prepaying the entire indebtedness on the date of such acceleration.
In addition to the amounts described in the two preceding sentences, in the
event of any such acceleration or tender of payment of such indebtedness occurs
or is made on or prior to the first (1st) anniversary of the date of this Note,
there shall also then be immediately due and payable an additional prepayment
fee of three percent (3%) of the principal balance of this B Note. The term
“Yield
Maintenance Premium” 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 of
payments each equal to the Payment Differential (as hereinafter defined) and
payable on each Payment Date over the remaining original term of this B Note and
on the Maturity Date, discounted at the Reinvestment Yield (as hereinafter
defined) for the number of months remaining as of the date of such prepayment to
each such Payment Date and the Maturity Date. The term “Payment
Differential” shall
mean an amount equal to (i) the Note Rate less the Reinvestment Yield, divided
by (ii) twelve (12) and multiplied by (iii) the principal sum outstanding under
this B Note after application of the constant monthly payment due under this B
Note on the date of such prepayment, provided that the Payment Differential
shall in no event be less than zero. The term “Reinvestment
Yield” shall
mean an amount equal 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 the U.S. Treasury issue (primary issue) with a term equal to the
remaining average life of the indebtedness evidenced by this B Note, with each
such yield being based on the bid price for such issue as published in the Wall
Street Journal on the date that is fourteen (14) days prior to the date of such
prepayment (or, if such bid price is not published on that date, the next
preceding date on which such bid price is so published) and converted to a
monthly compounded nominal yield. In the event that any prepayment fee is due
hereunder, Xxxxx shall deliver to Maker a statement setting forth the amount and
determination of the prepayment fee, and, provided that Payee shall have in good
faith applied the formula described above, Maker shall not have the right to
challenge the calculation or the method of calculation 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) day period preceding the date of such
prepayment. Payee shall not be obligated or required to have actually reinvested
the prepaid principal balance at the Reinvestment Yield or otherwise as a
condition to receiving the prepayment fee.
(c) Partial
or full prepayments of this B Note shall not be permitted, except for partial or
full prepayments resulting from Xxxxx’s election to apply insurance or
condemnation proceeds to reduce the outstanding principal balance of this B Note
as provided in the Security Instrument, in which event no prepayment fee or
premium shall be due unless, at the time of either Xxxxx’s receipt of such
proceeds or the application of such proceeds to the outstanding principal
balance of this B Note, an Event of Default, or an event which, with notice 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 the applicable
casualty or condemnation, in which event the applicable prepayment fee 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 in the
preceding sentence. No principal amount repaid may be reborrowed. Any such
partial prepayments of principal shall be applied to the unpaid principal
balance evidenced hereby but such application shall not reduce the amount of the
fixed monthly installments required to be paid pursuant to Section
1.2 above.
Except as otherwise expressly provided in this Section, the prepayment fees
provided above shall be due, to the extent permitted by applicable law, under
any and all circumstances where all or any portion of this B Note is paid prior
to the Maturity Date, whether such prepayment is voluntary or involuntary,
including, without limitation, if such prepayment results from Payee’s exercise
of its rights upon Maker’s default and acceleration of the Maturity Date of this
B Note (irrespective of whether foreclosure proceedings have been commenced),
and shall be in addition to any other sums due hereunder or under any of the
other Loan Documents. No tender of a prepayment of this B Note with respect to
which a prepayment fee is due shall be effective unless such prepayment is
accompanied by the applicable prepayment fee.
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Any
voluntary prepayment or defeasance of the A Loan or the B Loan must occur
concurrently with the voluntary prepayment or defeasance of the other Loan.
Unless there is a continuing Event of Default, there shall be no prepayment
penalty or premium for prepayment resulting from application of title insurance,
casualty insurance or condemnation proceeds or awards.
(d) (i) On any
Payment Date on or after the earlier to occur of (x) the Lockout Expiration
Date, and (y) the later to occur of (A) the day immediately following the date
which is two (2) years after the “startup day,” within the meaning of Section
860G(a) (9) of the Internal Revenue Code of 1986, as amended from time to time
or any successor statute (the “Code”), of a
“real estate mortgage investment conduit,” within the meaning of Section 860D of
the Code (a “REMIC
Trust”), that
holds this B Note and (B) the day immediately following the date which is
two (2) years after the “startup day”, within the meaning of
Section 860G(a)(9) of the Code, of a “real estate mortgage investment
conduit,” within the meaning of Section 860D of the Code, that holds the A
Note, and provided no Event of Default has occurred hereunder or under any of
the other Loan Documents, at Maker’s option, Payee shall cause the release of
the Security Property from the lien of the Security Instrument and the other
Loan Documents (a “Defeasance”) upon
the satisfaction of the following conditions:
(A) Maker
shall give not more than ninety (90) days’ or less than sixty (60) days’ prior
written notice to Payee specifying the 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 other sums due under this B Note and under
the other Loan Documents up to and including the Release Date shall be paid in
full on or prior to the Release Date.
(C) Maker
shall deliver to Payee on or prior to the Release Date:
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(1) a sum of
money in immediately available funds (the “Defeasance
Deposit”) equal
to the outstanding principal balance of this B Note plus an amount, if any,
which together with the outstanding principal balance of this B Note, shall be
sufficient to enable Payee to purchase, through means and sources customarily
employed and available to Payee, for the account of Maker, (x) direct,
non-callable, fixed rate obligations of the United States of America or (y)
non-callable, fixed rate obligations, other than U.S. Treasury Obligations, that
are “government securities” within the meaning of Section 2(a)(16) of the
Investment Company Act of 1940, as amended, that provide for payments prior, but
as close as possible, to all successive monthly Payment Dates occurring after
the Release Date and to the Maturity Date, with each such payment being equal to
or greater than the amount of the corresponding installment of principal and/or
interest required to be paid under this B Note (including, but not limited to,
all amounts due on the Maturity Date) for the balance of the term hereof (the
“Defeasance
Collateral”), each
of which shall be duly endorsed by the holder thereof as directed by Xxxxx or
accompanied by a written instrument of transfer in form and substance
satisfactory to Payee in its sole discretion (including, without limitation,
such instruments as may be required by the depository institution holding such
securities or the issuer thereof, as the case may be, to effectuate book-entry
transfers and pledges through the book-entry facilities of such institution) in
order to perfect upon the delivery of the Defeasance Security Agreement (as
hereinafter defined) the first priority security interest in the Defeasance
Collateral in favor of Payee in conformity with all applicable state and federal
laws governing granting of such security interests.
(2) a pledge
and security agreement, in form and substance satisfactory to Payee, creating a
first priority security interest in favor of Payee in the Defeasance Collateral
(the “Defeasance
Security Agreement”),;
(3) a
certificate of Maker certifying that all of the requirements set forth in this
subsection 1.5(d)(i) have been satisfied;
(4) one or
more opinions of counsel for Maker in form and substance and delivered by
counsel which would be satisfactory to Payee stating, among other things, that
(i) Payee has a perfected first priority security interest in the Defeasance
Collateral and that the Defeasance Security Agreement is enforceable against
Maker in accordance with its terms, (ii) in the event of a bankruptcy proceeding
or similar occurrence with respect to Maker, none of the Defeasance Collateral
nor any proceeds thereof will be property of Maker’s estate under Section 541 of
the U.S. Bankruptcy Code, as amended, or any similar statute and the grant of
security interest therein to Payee shall not constitute an avoidable preference
under Section 547 of the U.S. Bankruptcy Code, as amended, or applicable state
law, (iii) the release of the lien of the Security Instrument and the pledge of
Defeasance Collateral will not directly or indirectly result in or cause any
REMIC Trust that then holds this B Note to fail to maintain its status as a
REMIC Trust and (iv) the defeasance will not cause any REMIC Trust to be an
“investment company” under the Investment Company Act of
1940;
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(5) evidence
in writing from any applicable Rating Agency (as defined in the Security
Instrument) to the effect that the Defeasance will not result in a downgrading,
withdrawal or qualification of the respective ratings in effect immediately
prior to such Defeasance for any Securities (as hereinafter defined) issued in
connection with the securitization which are then outstanding; provided,
however, no evidence from a Rating Agency shall be required if this B Note does
not meet the then-current review requirements of such Rating
Agency.
(6) a
certificate in form and scope acceptable to Payee in its sole discretion from an
acceptable independent accountant certifying that the Defeasance Collateral will
generate amounts sufficient to make all payments of principal and interest due
under this B Note (including the scheduled outstanding principal balance of the
B Loan due on the Maturity Date);
(7) Maker and
any guarantor or indemnitor of Maker’s obligations under the Loan Documents for
which Maker has personal liability executes and delivers to Payee such documents
and agreements as Payee shall reasonably require to evidence and effectuate the
ratification of such personal liability and guaranty or indemnity,
respectively;
(8) such
other certificates, documents or instruments as Payee may reasonably
require;
(9) payment
of all fees, costs, expenses and charges incurred by Payee in connection with
the Defeasance of the Security Property and the purchase of the Defeasance
Collateral, including, without limitation, all reasonable legal fees and costs
and expenses incurred by Payee or its agents in connection with release of the
Security Property, review of the proposed Defeasance Collateral and preparation
of the Defeasance Security Agreement and related documentation, any revenue,
documentary, stamp, intangible or other taxes, charges or fees due in connection
with transfer of the B Note, assumption of the B Note, or substitution of
collateral for the Security Property shall be paid on or before the Release
Date. Without limiting Maker’s obligations with respect thereto, Payee shall be
entitled to deduct all such fees, costs, expenses and charges from the
Defeasance Deposit to the extent of any portion of the Defeasance Deposit which
exceeds the amount necessary to purchase the Defeasance Collateral;
and
6
(10) the
Defeasance of the B Loan must occur with the simultaneous Defeasance of the A
Loan subject to and in accordance with the terms of each such
Loan.
(D) In
connection with the Defeasance Deposit, Maker hereby authorizes and directs
Payee using the means and sources customarily employed and available to Payee to
use the Defeasance Deposit to purchase for the account of Maker the Defeasance
Collateral. Furthermore, the Defeasance Collateral shall be arranged such that
payments received from such Defeasance Collateral shall be paid directly to
Payee to be applied on account of the indebtedness of this B Note. Any part of
the Defeasance Deposit in excess of the amount necessary to purchase the
Defeasance Collateral and to pay the other and related costs Maker is obligated
to pay under this Section
1.5 shall be
refunded to Maker.
(ii) Upon
compliance with the requirements of subsection 1.5(d)(i), the Security Property
shall be released from the lien of the Security Instrument and the other Loan
Documents, and the Defeasance Collateral shall constitute collateral which shall
secure this B Note and all other obligations under the Loan Documents. Payee
will, at Maker’s expense, execute and deliver any agreements reasonably
requested by Maker to release the lien of the Security Instrument from the
Security Property.
(iii) Upon the
release of the Security Property in accordance with this Section
1.5(d), Maker
shall assign all its obligations and rights under this B Note, together with the
pledged Defeasance Collateral, to a newly created successor entity which
complies with the terms of Section
2.29 of the
Security Instrument designated by Maker and approved by Payee in its sole
discretion. Such successor entity shall execute an assumption agreement in form
and substance satisfactory to Payee in its sole discretion pursuant to which it
shall assume Maker’s obligations under this B Note and the Defeasance Security
Agreement. As conditions to such assignment and assumption, Maker shall
(x) deliver to Payee an opinion of counsel in form and substance
satisfactory to a prudent lender and delivered by counsel satisfactory to a
prudent lender stating, among other things, that such assumption agreement is
enforceable against Maker and such successor entity in accordance with its terms
and that this B Note and the Defeasance Security Agreement as so assumed, are
enforceable against 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
and assumption (including, without limitation, the review of the proposed
transferee and 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
Section
1.5(d)(i)(C)(7) above
and under the Defeasance Security Agreement (or other Defeasance
document).
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1.6. Security. The
indebtedness evidenced by this B Note and the obligations created hereby are
secured by, among other things, that certain mortgage, security agreement and
fixture filing (the “Security
Instrument”) from
Maker for the benefit of Payee, dated of even date herewith, covering the
Security Property. The Security Instrument, together with this B Note and all
other documents to or of which Xxxxx is a party or beneficiary now or hereafter
evidencing, securing, guarantying, modifying or otherwise relating to the
indebtedness evidenced hereby, are herein referred to collectively as the
“Loan
Documents”. All of
the terms and provisions of the Loan Documents are incorporated herein by
reference. Some of the Loan Documents are to be filed for record on or about the
date hereof in the appropriate public records.
ARTICLE
II. -
DEFAULT
2.1. Events
of Default; Cross Default. (a) It
is hereby expressly agreed that should any default occur in the payment of
principal or interest as stipulated above and such payment is not made on the
date such payment is due, or should any other default not be cured within any
applicable grace or notice period occur under 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 Loan Document, and all
unpaid interest accrued thereon, shall, at the option of Payee and without
notice to Maker, at once become due and payable and may be collected forthwith,
whether or not there has been a prior demand for payment and regardless of the
stipulated date of maturity.
(b) A default
or Event of Default under any of the Loan Documents delivered in connection with
either the A Loan or the B Loan (as the term “Event of Default” is defined in
the Security Instrument) shall constitute an Event of Default under the other
Loan Documents delivered in connection with the A Loan and/or the B
Loan.
2.2. Late
Charges. In the
event that any payment is not received by Payee on the date when due (subject to
any applicable grace period), 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 exists hereunder, regardless of whether or not there has
been an acceleration of the indebtedness evidenced hereby, and at all times
after maturity of the indebtedness evidenced hereby (whether by acceleration or
otherwise), interest shall accrue on the outstanding principal balance of this B
Note, from the date due until the date credited, at a rate per annum equal to
four percent (4%) in excess of the Note Rate, or, if such increased rate of
interest may not be collected under applicable law, then at the maximum rate of
interest, if any, which may be collected from Maker under applicable law (the
“Default
Interest Rate”), and
such default interest shall be immediately due and payable.
2.4. Maker’s
Agreements. Maker
acknowledges that it would be extremely difficult or impracticable to determine
Xxxxx’s actual damages resulting from any late payment or default, and such late
charges and default interest are reasonable estimates of those damages and do
not constitute a penalty. The remedies of Payee in this B Note or in the Loan
Documents, or at law or in equity, shall be cumulative and concurrent, and may
be pursued singly, successively or together, in Xxxxx’s discretion.
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2.5. Maker
to Pay Costs. In the
event that this B Note, or any part hereof, is collected by or through an
attorney-at-law, Maker agrees to pay all costs of collection, including, but not
limited to, reasonable attorneys’ fees.
2.6. Exculpation.
Notwithstanding anything in this B Note or the Loan Documents to the contrary,
but subject to the qualifications hereinbelow set forth, Xxxxx agrees
that:
(a) Maker
shall be liable upon the indebtedness evidenced hereby and for the other
obligations arising under the Loan Documents to the full extent (but only to the
extent) of the security therefor, the same being all properties (whether real or
personal), rights, estates and interests now or at any time hereafter securing
the payment of this B Note and/or the other obligations of Maker under the Loan
Documents (collectively, the “Security
Property”);
(b) if a
default occurs in the timely and proper payment of all or any part of such
indebtedness evidenced hereby or in the timely and proper performance of the
other obligations of Maker under the Loan Documents, any judicial proceedings
brought by Payee against Maker shall be limited to the preservation, enforcement
and foreclosure, or any thereof, of the liens, security titles, estates,
assignments, rights and security interests now or at any time hereafter securing
the payment of this B Note and/or the other obligations of Maker under the Loan
Documents, and no attachment, execution or other writ of process shall be
sought, issued or levied upon any assets, properties or funds of Maker other
than the Security Property, except with respect 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 securing the payment of this B Note and/or the
other obligations of Maker under the Loan Documents, no judgment for any
deficiency upon the indebtedness evidenced hereby shall be sought or obtained by
Payee against Maker, except with respect to the liability described below in
this section; provided, however, that, notwithstanding the foregoing provisions
of this section, Maker shall be fully and personally liable and 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 person or entity) by reason of
damage, loss or destruction to all or any portion of the Security Property, to
the full extent of such proceeds not previously delivered to Payee, but which,
under the terms of the Loan Documents, should have been delivered to Payee, (ii)
for proceeds or awards resulting from the condemnation or other taking in lieu
of condemnation of all or any portion of the Security Property, to the full
extent of such proceeds or awards not previously delivered to Payee, but which,
under the terms of the Loan Documents, should have been delivered to Payee,
(iii) for all tenant security deposits or other refundable deposits paid to or
held by Maker or any other person or entity in connection with leases of all or
any portion of the Security Property which are not applied in accordance with
the terms of the applicable lease or other agreement, (iv) for rent and other
payments received from tenants under leases of all or any portion of the
Security Property paid more than one (1) month in advance, (v) for rents,
issues, profits and revenues of all or any portion of the Security Property
received or applicable to a period after the occurrence of any Event of Default
or any event which, with notice or the passage of time, or both, would
constitute an Event of Default, hereunder or under the Loan Documents which are
not either applied to the ordinary and necessary expenses of owning and
operating the Security Property or paid to Payee, (vi) for waste committed on
the Security Property, damage to the Security Property as a result of the
intentional misconduct or gross negligence of Maker or any of its principals,
officers, general partners or members, any guarantor, any indemnitor, or any
agent or employee of any such person, or any removal of all or any portion of
the Security Property in violation of the terms of the Loan Documents, to the
full 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 of the Security Property which would be superior to the lien or security
title of the Security Instrument or the other Loan Documents, to the full extent
of the amount claimed by any such lien claimant except, with respect to any such
taxes or assessments, to the extent that funds have been deposited with Payee
pursuant to the terms of the Security Instrument specifically for the applicable
taxes or assessments and not applied by Payee to pay such taxes and assessments,
(viii) for all obligations and indemnities of Maker under the Loan Documents
relating to Hazardous Substances (as defined in the Security Instrument) or
radon or compliance with environmental laws and regulations to the full extent
of any losses or damages (including those resulting from diminution in value of
any Security Property) incurred by Xxxxx as a result of the existence of such
hazardous or toxic substances or radon or failure to comply with environmental
laws or regulations, and (ix) for fraud, material misrepresentation or
failure to disclose a material fact by Maker or any of its principals, officers,
general partners or members, any guarantor, any indemnitor or any agent,
employee or other 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 the full
extent of any losses, damages and expenses of Payee on account thereof.
References herein to particular sections of the Loan Documents shall be deemed
references to such sections as affected by other provisions of the Loan
Documents relating thereto. Nothing contained in this section shall (1) be
deemed to be a release or impairment of the indebtedness evidenced by this B
Note or the other obligations of Maker under the Loan Documents or the lien of
the Loan Documents upon the Security Property, or (2) preclude Payee from
foreclosing the Loan Documents in case of any default or from enforcing any of
the other rights of Payee except as stated in this section, or (3) limit or
impair in any way whatsoever (A) the Indemnity and Guaranty Agreement (the
“Indemnity
Agreement”) or (B)
the Environmental Indemnity Agreement (the “Environmental
Indemnity Agreement”), each
of even date herewith executed and delivered in connection with the indebtedness
evidenced by this B Note or release, relieve, reduce, waive or impair in any way
whatsoever, any obligation of any party to the Indemnity Agreement or the
Environmental Indemnity Agreement.
9
Notwithstanding
the foregoing, the agreement of Payee not to pursue recourse liability as set
forth in this Section 3.6 SHALL BECOME NULL AND VOID and shall be of no further
force and effect in the event of a default by Maker, Indemnitor (as defined in
the Security Instrument) or any general partner, manager or managing member of
Maker which is a Single-Purpose Entity (as defined in the Security Instrument)
(if any) of any of the covenants set forth in Section 2.9 or Section 2.29 of the
Security Instrument.
Notwithstanding
anything to the contrary in this B Note, the Security Instrument or any of the
other Loan Documents, Payee shall not be deemed to have waived any right which
Payee may have under Section 506(a), 506(b), 1111(b) or any other provisions of
the U.S. Bankruptcy Code to file a claim for the full amount of the indebtedness
evidenced hereby or secured by the Security Instrument or any of the other Loan
Documents or to require that all collateral shall continue to secure all of the
indebtedness owing to Payee in accordance with this B Note, the Security
Instrument and the other Loan Documents.
10
All
rights, powers or remedies of enforcement available to Payee by the terms of the
Loan Documents may be exercised by Collateral Agent.
ARTICLE
III. -
GENERAL CONDITIONS
3.1. No
Waiver; Amendment. No
failure to accelerate the indebtedness evidenced hereby by reason of default
hereunder, acceptance of a partial or past due payment, or indulgences granted
from time to time shall be construed (i) as a novation of this B Note or as a
reinstatement of the indebtedness evidenced hereby or as a waiver of such right
of acceleration or of the right of Payee thereafter to insist upon strict
compliance with the terms of this B Note, or (ii) to prevent the exercise of
such right of acceleration or any other right granted hereunder or by any
applicable laws; and Maker hereby expressly waives the benefit of any statute or
rule of law or equity now provided, or which may hereafter be provided, which
would produce a result contrary to or in conflict with the foregoing. No
extension of the time for the payment of this B Note or any installment due
hereunder made by agreement with any person now or hereafter liable for the
payment of this B Note shall operate to release, discharge, modify, change or
affect the original liability of Maker under this B Note, either in whole or in
part, unless Xxxxx agrees otherwise in writing. This B Note may not be changed
orally, but only by an agreement in writing 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 hereby
further waives and renounces, to the fullest extent permitted by law, all rights
to the benefits of any moratorium, reinstatement, marshaling, forbearance,
valuation, stay, extension, redemption, appraisement, exemption and homestead
now or hereafter provided by the Constitution and laws of the United States of
America and of each state thereof, both as to itself and in and to all of its
property, real and personal, against the enforcement and collection of the
obligations evidenced by this B Note or the other Loan Documents.
3.3. Limit
of Validity. The
provisions of this B Note and of all agreements between Maker and Payee, whether
now existing or hereafter arising and 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 B Note or otherwise, shall the amount contracted for,
charged, taken, reserved, paid or agreed to be paid (“Interest”) to
Payee for the use, forbearance or detention of the money loaned under this B
Note exceed the maximum amount permissible under applicable law. If, from any
circumstance whatsoever, performance or fulfillment of any provision hereof or
of any agreement between Maker and Payee shall, at the time performance or
fulfillment of such provision shall be due, exceed the limit for Interest
prescribed by law or otherwise transcend the limit of validity prescribed by
applicable law, then, ipso facto, the
obligation to be performed or fulfilled shall be reduced to such limit, and if,
from any circumstance whatsoever, Payee shall ever receive anything of value
deemed Interest by applicable law in excess of the maximum lawful amount, an
amount equal to any excessive Interest shall be applied to the reduction of the
principal balance owing under this B Note in the inverse order of its maturity
(whether or not then due) or, at the option of Payee, 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 deemed to be Interest) contracted for,
charged, taken, reserved, paid or agreed to be paid to Payee shall, to the
extent permitted by applicable law, be amortized, prorated, allocated and spread
throughout the full term of this B Note, including any extensions and renewals
hereof until payment in full of the principal balance of this B Note so that the
Interest thereon for such full term will not exceed at any time the maximum
amount permitted by applicable law. To the extent United States federal law
permits a greater amount of interest than is permitted 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 the maximum amount permitted
by applicable law. Additionally, to the extent permitted by applicable law now
or hereafter in effect, Payee may, at its option and from time to time,
implement any other method of computing the maximum lawful rate under the law of
the State in which the Security Property is located or under other applicable
law by giving notice, if required, to Maker as provided by applicable law now or
hereafter in effect. This Section
3.3 will
control all agreements between Maker and Payee.
11
3.4. Use of
Funds. Maker
hereby warrants, represents and covenants that no funds disbursed hereunder
shall be used for personal, family or 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 under the other Loan Documents
absolutely and unconditionally and without any abatement, postponement,
diminution or deduction and without any reduction for counterclaim or setoff. In
the event that at any time any payment received by Payee hereunder shall be
deemed by a court of competent jurisdiction to have been a voidable preference
or fraudulent conveyance under any bankruptcy, insolvency or other debtor relief
law, then the obligation to make such payment shall survive any cancellation or
satisfaction of this B Note or return thereof to Maker and shall not be
discharged or satisfied with any prior payment thereof or cancellation of this B
Note, but shall remain a valid and binding obligation enforceable in accordance
with the terms and provisions hereof, and such payment shall be immediately due
and payable upon demand.
3.6. Governing
Law. THIS B
NOTE SHALL BE INTERPRETED, CONSTRUED AND ENFORCED ACCORDING TO THE LAWS OF THE
STATE IN WHICH THE SECURITY PROPERTY IS LOCATED.
3.7. Waiver
of Jury Trial. MAKER,
TO THE FULL EXTENT PERMITTED BY LAW, HEREBY KNOWINGLY, INTENTIONALLY AND
VOLUNTARILY, WITH AND UPON THE ADVICE OF COMPETENT COUNSEL, WAIVES, RELINQUISHES
AND FOREVER FORGOES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING
BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO THE DEBT EVIDENCED BY THIS
B NOTE OR ANY CONDUCT, ACT OR OMISSION OF PAYEE OR MAKER, OR ANY OF THEIR
RESPECTIVE DIRECTORS, OFFICERS, PARTNERS, MEMBERS, EMPLOYEES, AGENTS OR
ATTORNEYS, OR ANY OTHER PERSONS AFFILIATED WITH PAYEE OR MAKER, IN EACH OF THE
FOREGOING CASES, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.
12
3.8. Secondary
Market. Payee
may sell, transfer and deliver the Loan Documents to one or more investors in
the secondary mortgage market. In connection with such sale, Payee may retain or
assign responsibility for servicing the loan evidenced by this B Note or may
delegate some or all of such responsibility and/or obligations to a servicer,
including, but not limited to, any subservicer or master servicer, on behalf of
the investors. All references to Payee herein shall refer to and include,
without limitation, any such servicer, to the extent applicable.
3.9. Dissemination
of Information. If
Payee determines at any time to sell, transfer or assign this B Note, the
Security Instrument and the other Loan Documents, and any or all servicing
rights with respect thereto, or to grant participations therein (the
“Participations”) or
issue mortgage pass-through certificates or other securities evidencing a
beneficial interest in a rated or unrated public offering or private placement
(the “Securities”), Payee
may forward to each purchaser, transferee, assignee, servicer, participant,
investor, or their respective successors in such Participations and/or
Securities (collectively, the “Investor”) or any
Rating Agency rating such Securities, each prospective Investor and each of the
foregoing’s respective counsel, all documents and information which Payee now
has or may hereafter acquire relating to the debt evidenced by this B Note and
to Maker, any guarantor, any indemnitor and the Security Property, which shall
have been furnished by Maker, any guarantor or any indemnitor as Payee
determines necessary or desirable.
3.10. Splitting
the Loan. Payee
shall have the right at no cost to Maker from time to time to sever this B Note
and the other Loan Documents into one or more separate notes, mortgages, deeds
of trust and other security documents (the “Severed
Loan Documents”) in
such denominations and priorities as Payee shall determine in its sole
discretion, provided, however, that the terms, provisions and clauses of the
Severed Loan Documents shall be no more adverse to Maker than those contained in
this B Note, the Security Instrument and the other Loan Documents. Maker shall
execute and deliver to Payee from time to time, promptly after the request of
Xxxxx, a severance agreement and such other documents as Payee shall reasonably
request in order to effect the severance described in the preceding sentence,
all in form and substance reasonably satisfactory to Payee. Maker hereby
absolutely and irrevocably appoints Payee as its true and lawful attorney,
coupled with an interest, in its name and stead to make and execute all
documents necessary or desirable to effect the aforesaid severance, Maker
ratifying all that its said attorney shall do by virtue thereof; provided,
however, that Payee shall not make or execute any such documents under such
power until three (3) days after notice has been given to Maker by Payee of
Xxxxx’s intent to exercise its rights under such power.
ARTICLE
IV. -
MISCELLANEOUS PROVISIONS
4.1. Miscellaneous. The
terms and provisions hereof shall be binding upon and inure to the benefit of
Maker and Xxxxx and their respective heirs, executors, legal representatives,
successors, successors-in-title and assigns, whether by voluntary action of the
parties or by operation of law. As used herein, the terms “Maker” and “Payee”
shall be deemed to include their respective heirs, executors, legal
representatives, successors, successors-in-title and assigns, whether by
voluntary action of the parties or by operation of law. If Maker consists of
more than one person or entity, each shall be jointly and severally liable to
perform the obligations of Maker under this B Note. All personal pronouns used
herein, whether used in the masculine, feminine or neuter gender, shall include
all other genders; the singular shall include the plural and vice versa. Titles
of articles and sections are for convenience only and in no way define, limit,
amplify or describe the scope or intent of any provisions hereof. Time is of the
essence with respect to all provisions of this B Note. This B Note and the other
Loan Documents contain the entire agreements between the parties hereto relating
to the subject matter hereof and thereof and all prior agreements relative
hereto and thereto which are not contained herein or therein are
terminated.
13
4.2. Taxpayer
Identification. Maker’s
Tax Identification Number is 00-0000000.
[THE
BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
14
IN
WITNESS WHEREOF, Maker has executed this B Note as of the date first written
above.
| MAKER: CLF PARSIPPANY LLC, a Delaware limited liability company | ||
| |
|
|
| By: | /s/ Xxxxxx X. Xxxxx | |
|
Name: Xxxxxx X. Xxxxx | ||
| Title: Senior Vice Presdient | ||
Wachovia Securities is the trade name under which Wachovia
Corporation conducts its investment banking, capital markets and institutional
securities business through First Union Securities, Inc. (“FUSI”), Member NYSE,
NASD, SIPC, and through other bank and non-bank and broker-dealer subsidiaries
of Wachovia Corporation.
ANNEX 1
TO $4,047,559.28 PROMISSORY NOTE
BY CLF
PARSIPPANY LLC
TO
CAPLEASE, LP
[SEE
ATTACHED]
Wachovia
Securities is the trade name under which Wachovia Corporation conducts its
investment banking, capital markets and institutional securities business
through First Union Securities, Inc. (“FUSI”), Member NYSE, NASD, SIPC, and
through other bank and non-bank and broker-dealer subsidiaries of Wachovia
Corporation.
B
Note |
||||||||||||||||||||||||
|
|
|
|||||||||||||||||||||||
|
Coupon |
|
|
Int
Factor |
|
|
Interest
|
|
|
Principal
|
|
|
Total
Debt Service Payment (B Note) |
|
DSCR
|
|
|
Balance
|
|
|
Combined
DSCR |
|
|
Cash
Flow to Borrower |
|
4,047,559.28
|
||||||||||||||||||||||||
|
5.260% |
0.453 |
% |
18,333.19
|
35,121.62
|
53,454.81
|
2.25
|
4,012,437.66
|
1.31
|
66,818.52
|
|||||||||||||||
|
5.260% |
0.438 |
% |
17,587.85
|
38,204.74
|
55,792.59
|
2.25
|
3,974,232.93
|
1.33
|
69,740.74
|
|||||||||||||||
|
5.260% |
0.453 |
% |
18,001.07
|
35,453.74
|
53,454.81
|
2.25
|
3,938,779.18
|
1.31
|
66,818.52
|
|||||||||||||||
|
5.260% |
0.438 |
% |
17,264.98
|
38,527.61
|
55,792.59
|
2.25
|
3,900,251.58
|
1.33
|
69,740.74
|
|||||||||||||||
|
5.260% |
0.453 |
% |
17,665.97
|
35,788.84
|
53,454.81
|
2.25
|
3,864,462.74
|
1.31
|
66,818.52
|
|||||||||||||||
|
5.260% |
0.453 |
% |
17,503.87
|
35,950.94
|
53,454.81
|
2.25
|
3,828,511.80
|
1.31
|
66,818.52
|
|||||||||||||||
|
5.260% |
0.438 |
% |
16,781.64
|
39,010.95
|
55,792.59
|
2.25
|
3,789,500.85
|
1.33
|
69,740.74
|
|||||||||||||||
|
5.260% |
0.453 |
% |
17,164.33
|
36,290.48
|
53,454.81
|
2.25
|
3,753,210.37
|
1.31
|
66,818.52
|
|||||||||||||||
|
5.260% |
0.438 |
% |
16,451.57
|
39,341.02
|
55,792.59
|
2.25
|
3,713,869.36
|
1.33
|
69,740.74
|
|||||||||||||||
|
5.260% |
0.453 |
% |
16,821.76
|
36,633.05
|
53,454.81
|
2.25
|
3,677,236.31
|
1.31
|
66,818.52
|
|||||||||||||||
|
5.260% |
0.453 |
% |
16,655.84
|
36,798.97
|
53,454.81
|
2.25
|
3,640,437.34
|
1.31
|
66,818.52
|
|||||||||||||||
|
5.260% |
0.409 |
% |
14,893.43
|
45,574.72
|
60,468.15
|
2.25
|
3,594,862.62
|
1.36
|
75,585.18
|
|||||||||||||||
|
5.260% |
0.453 |
% |
16,282.73
|
19,465.15
|
35,747.88
|
2.25
|
3,575,397.47
|
1.19
|
44,684.84
|
|||||||||||||||
|
5.260% |
0.438 |
% |
15,672.16
|
20,075.72
|
35,747.88
|
2.25
|
3,555,321.75
|
1.19
|
44,684.84
|
|||||||||||||||
|
5.260% |
0.453 |
% |
16,103.63
|
19,644.25
|
35,747.88
|
2.25
|
3,535,677.51
|
1.19
|
44,684.84
|
|||||||||||||||
|
5.260% |
0.438 |
% |
15,498.05
|
20,249.83
|
35,747.88
|
2.25
|
3,515,427.68
|
1.19
|
44,684.84
|
|||||||||||||||
|
5.260% |
0.453 |
% |
15,922.93
|
19,824.95
|
35,747.88
|
2.25
|
3,495,602.73
|
1.19
|
44,684.84
|
|||||||||||||||
|
5.260% |
0.453 |
% |
15,833.14
|
19,914.74
|
35,747.88
|
2.25
|
3,475,687.99
|
1.19
|
44,684.84
|
|||||||||||||||
|
5.260% |
0.438 |
% |
15,235.10
|
20,512.78
|
35,747.88
|
2.25
|
3,455,175.21
|
1.19
|
44,684.84
|
|||||||||||||||
|
5.260% |
0.453 |
% |
15,650.02
|
20,097.86
|
35,747.88
|
2.25
|
3,435,077.35
|
1.19
|
44,684.84
|
|||||||||||||||
|
5.260% |
0.438 |
% |
15,057.09
|
20,690.79
|
35,747.88
|
2.25
|
3,414,386.56
|
1.19
|
44,684.84
|
|||||||||||||||
|
5.260% |
0.453 |
% |
15,465.27
|
20,282.61
|
35,747.88
|
2.25
|
3,394,103.96
|
1.19
|
44,684.84
|
|||||||||||||||
|
5.260% |
0.453 |
% |
15,373.41
|
20,374.47
|
35,747.88
|
2.25
|
3,373,729.48
|
1.19
|
44,684.84
|
|||||||||||||||
|
5.260% |
0.409 |
% |
13,802.30
|
21,945.58
|
35,747.88
|
2.25
|
3,351,783.90
|
1.19
|
44,684.84
|
|||||||||||||||
|
5.260% |
0.453 |
% |
15,181.72
|
20,566.16
|
35,747.88
|
2.25
|
3,331,217.74
|
1.19
|
44,684.84
|
|||||||||||||||
|
5.260% |
0.438 |
% |
14,601.84
|
21,146.04
|
35,747.88
|
2.25
|
3,310,071.70
|
1.19
|
44,684.84
|
|||||||||||||||
|
5.260% |
0.453 |
% |
14,992.79
|
20,755.09
|
35,747.88
|
2.25
|
3,289,316.61
|
1.19
|
44,684.84
|
|||||||||||||||
|
5.260% |
0.438 |
% |
14,418.17
|
21,329.71
|
35,747.88
|
2.25
|
3,267,986.90
|
1.19
|
44,684.84
|
|||||||||||||||
|
5.260% |
0.453 |
% |
14,802.17
|
20,945.71
|
35,747.88
|
2.25
|
3,247,041.18
|
1.19
|
44,684.84
|
|||||||||||||||
|
5.260% |
0.453 |
% |
14,707.29
|
21,040.59
|
35,747.88
|
2.25
|
3,226,000.60
|
1.19
|
44,684.84
|
|||||||||||||||
|
5.260% |
0.438 |
% |
14,140.64
|
21,607.24
|
35,747.88
|
2.25
|
3,204,393.35
|
1.19
|
44,684.84
|
|||||||||||||||
|
5.260% |
0.453 |
% |
14,514.12
|
21,233.76
|
35,747.88
|
2.25
|
3,183,159.59
|
1.19
|
44,684.84
|
|||||||||||||||
|
5.260% |
0.438 |
% |
13,952.85
|
21,795.03
|
35,747.88
|
2.25
|
3,161,364.56
|
1.19
|
44,684.84
|
|||||||||||||||
|
5.260% |
0.453 |
% |
14,319.23
|
21,428.65
|
35,747.88
|
2.25
|
3,139,935.91
|
1.19
|
44,684.84
|
|||||||||||||||
|
5.260% |
0.453 |
% |
14,222.17
|
21,525.71
|
35,747.88
|
2.25
|
3,118,410.19
|
1.19
|
44,684.84
|
|||||||||||||||
|
5.260% |
0.424 |
% |
13,213.40
|
22,534.48
|
35,747.88
|
2.25
|
3,095,875.71
|
1.19
|
44,684.84
|
|||||||||||||||
|
5.260% |
0.453 |
% |
14,022.60
|
21,725.28
|
35,747.88
|
2.25
|
3,074,150.43
|
1.19
|
44,684.84
|
|||||||||||||||
|
5.260% |
0.438 |
% |
13,475.03
|
22,272.85
|
35,747.88
|
2.25
|
3,051,877.57
|
1.19
|
44,684.84
|
|||||||||||||||
|
5.260% |
0.453 |
% |
13,823.31
|
21,924.57
|
35,747.88
|
2.25
|
3,029,953.00
|
1.19
|
44,684.84
|
|||||||||||||||
|
5.260% |
0.438 |
% |
13,281.29
|
22,466.59
|
35,747.88
|
2.25
|
3,007,486.42
|
1.19
|
44,684.84
|
|||||||||||||||
|
5.260% |
0.453 |
% |
13,622.24
|
22,125.64
|
35,747.88
|
2.25
|
2,985,360.78
|
1.19
|
44,684.84
|
|||||||||||||||
|
5.260% |
0.453 |
% |
13,522.03
|
22,225.85
|
35,747.88
|
2.25
|
2,963,134.93
|
1.19
|
44,684.84
|
|||||||||||||||
|
5.260% |
0.438 |
% |
12,988.41
|
22,759.47
|
35,747.88
|
2.25
|
2,940,375.45
|
1.19
|
44,684.84
|
|||||||||||||||
|
5.260% |
0.453 |
% |
13,318.27
|
22,429.61
|
35,747.88
|
2.25
|
2,917,945.84
|
1.19
|
44,684.84
|
|||||||||||||||
|
5.260% |
0.438 |
% |
12,790.33
|
22,957.55
|
35,747.88
|
2.25
|
2,894,988.29
|
1.19
|
44,684.84
|
|||||||||||||||
|
5.260% |
0.453 |
% |
13,112.69
|
22,635.19
|
35,747.88
|
2.25
|
2,872,353.10
|
1.19
|
44,684.84
|
|||||||||||||||
|
5.260% |
0.453 |
% |
13,010.16
|
22,737.72
|
35,747.88
|
2.25
|
2,849,615.38
|
1.19
|
44,684.84
|
|||||||||||||||
|
5.260% |
0.409 |
% |
11,658.09
|
24,089.79
|
35,747.88
|
2.25
|
2,825,525.60
|
1.19
|
44,684.84
|
|||||||||||||||
|
5.260% |
0.453 |
% |
12,798.06
|
22,949.82
|
35,747.88
|
2.25
|
2,802,575.78
|
1.19
|
44,684.84
|
|||||||||||||||
|
5.260% |
0.438 |
% |
12,284.62
|
23,463.26
|
35,747.88
|
2.25
|
2,779,112.52
|
1.19
|
44,684.84
|
|||||||||||||||
|
5.260% |
0.453 |
% |
12,587.84
|
23,160.04
|
35,747.88
|
2.25
|
2,755,952.48
|
1.19
|
44,684.84
|
|||||||||||||||
|
5.260% |
0.438 |
% |
12,080.26
|
23,667.62
|
35,747.88
|
2.25
|
2,732,284.86
|
1.19
|
44,684.84
|
|||||||||||||||
|
5.260% |
0.453 |
% |
12,375.73
|
23,372.15
|
35,747.88
|
2.25
|
2,708,912.71
|
1.19
|
44,684.84
|
|||||||||||||||
|
5.260% |
0.453 |
% |
12,269.87
|
23,478.01
|
35,747.88
|
2.25
|
2,685,434.70
|
1.19
|
44,684.84
|
|||||||||||||||
|
5.260% |
0.438 |
% |
11,771.16
|
23,976.72
|
35,747.88
|
2.25
|
2,661,457.97
|
1.19
|
44,684.84
|
|||||||||||||||
|
5.260% |
0.453 |
% |
12,054.93
|
23,692.95
|
35,747.88
|
2.25
|
2,637,765.02
|
1.19
|
44,684.84
|
|||||||||||||||
|
5.260% |
0.438 |
% |
11,562.20
|
24,185.68
|
35,747.88
|
2.25
|
2,613,579.34
|
1.19
|
44,684.84
|
|||||||||||||||
|
5.260% |
0.453 |
% |
11,838.06
|
23,909.82
|
35,747.88
|
2.25
|
2,589,669.53
|
1.19
|
44,684.84
|
|||||||||||||||
|
5.260% |
0.453 |
% |
11,729.76
|
24,018.12
|
35,747.88
|
2.25
|
2,565,651.41
|
1.19
|
44,684.84
|
|||||||||||||||
|
5.260% |
0.409 |
% |
10,496.36
|
25,251.52
|
35,747.88
|
2.25
|
2,540,399.89
|
1.19
|
44,684.84
|
|||||||||||||||
|
5.260% |
0.453 |
% |
11,506.60
|
36,833.87
|
48,340.47
|
2.25
|
2,503,566.02
|
1.24
|
60,425.59
|
|||||||||||||||
|
5.260% |
0.438 |
% |
10,973.96
|
37,366.51
|
48,340.47
|
2.25
|
2,466,199.52
|
1.24
|
60,425.59
|
|||||||||||||||
|
5.260% |
0.453 |
% |
11,170.51
|
37,169.96
|
48,340.47
|
2.25
|
2,429,029.56
|
1.24
|
60,425.59
|
|||||||||||||||
|
5.260% |
0.438 |
% |
10,647.25
|
37,693.22
|
48,340.47
|
2.25
|
2,391,336.34
|
1.24
|
60,425.59
|
|||||||||||||||
|
5.260% |
0.453 |
% |
10,831.43
|
37,509.04
|
48,340.47
|
2.25
|
2,353,827.29
|
1.24
|
60,425.59
|
|||||||||||||||
|
5.260% |
0.453 |
% |
10,661.53
|
37,678.94
|
48,340.47
|
2.25
|
2,316,148.35
|
1.24
|
60,425.59
|
|||||||||||||||
|
5.260% |
0.438 |
% |
10,152.45
|
38,188.02
|
48,340.47
|
2.25
|
2,277,960.33
|
1.24
|
60,425.59
|
|||||||||||||||
|
5.260% |
0.453 |
% |
10,317.89
|
38,022.58
|
48,340.47
|
2.25
|
2,239,937.76
|
1.24
|
60,425.59
|
|||||||||||||||
|
5.260% |
0.438 |
% |
9,818.39
|
38,522.08
|
48,340.47
|
2.25
|
2,201,415.68
|
1.24
|
60,425.59
|
|||||||||||||||
|
5.260% |
0.453 |
% |
9,971.19
|
38,369.28
|
48,340.47
|
2.25
|
2,163,046.40
|
1.24
|
60,425.59
|
|||||||||||||||
|
5.260% |
0.453 |
% |
9,797.40
|
38,543.07
|
48,340.47
|
2.25
|
2,124,503.33
|
1.24
|
60,425.59
|
|||||||||||||||
|
5.260% |
0.409 |
% |
8,691.58
|
39,648.89
|
48,340.47
|
2.25
|
2,084,854.44
|
1.24
|
60,425.59
|
|||||||||||||||
|
5.260% |
0.453 |
% |
9,443.23
|
38,897.24
|
48,340.47
|
2.25
|
2,045,957.20
|
1.24
|
60,425.59
|
|||||||||||||||
|
5.260% |
0.438 |
% |
8,968.11
|
39,372.36
|
48,340.47
|
2.25
|
2,006,584.85
|
1.24
|
60,425.59
|
|||||||||||||||
|
5.260% |
0.453 |
% |
9,088.71
|
39,251.76
|
48,340.47
|
2.25
|
1,967,333.09
|
1.24
|
60,425.59
|
|||||||||||||||
|
5.260% |
0.438 |
% |
8,623.48
|
39,716.99
|
48,340.47
|
2.25
|
1,927,616.10
|
1.24
|
60,425.59
|
|||||||||||||||
|
5.260% |
0.453 |
% |
8,731.03
|
39,609.44
|
48,340.47
|
2.25
|
1,888,006.66
|
1.24
|
60,425.59
|
|||||||||||||||
|
5.260% |
0.453 |
% |
8,551.62
|
39,788.85
|
48,340.47
|
2.25
|
1,848,217.81
|
1.24
|
60,425.59
|
|||||||||||||||
|
5.260% |
0.438 |
% |
8,101.35
|
40,239.12
|
48,340.47
|
2.25
|
1,807,978.69
|
1.24
|
60,425.59
|
|||||||||||||||
|
5.260% |
0.453 |
% |
8,189.14
|
40,151.33
|
48,340.47
|
2.25
|
1,767,827.36
|
1.24
|
60,425.59
|
|||||||||||||||
|
5.260% |
0.438 |
% |
7,748.98
|
40,591.49
|
48,340.47
|
2.25
|
1,727,235.87
|
1.24
|
60,425.59
|
|||||||||||||||
|
5.260% |
0.453 |
% |
7,823.42
|
40,517.05
|
48,340.47
|
2.25
|
1,686,718.82
|
1.24
|
60,425.59
|
|||||||||||||||
|
5.260% |
0.453 |
% |
7,639.90
|
40,700.57
|
48,340.47
|
2.25
|
1,646,018.25
|
1.24
|
60,425.59
|
|||||||||||||||
|
5.260% |
0.424 |
% |
6,974.55
|
41,365.92
|
48,340.47
|
2.25
|
1,604,652.32
|
1.24
|
60,425.59
|
|||||||||||||||
|
5.260% |
0.453 |
% |
7,268.18
|
41,072.29
|
48,340.47
|
2.25
|
1,563,580.04
|
1.24
|
60,425.59
|
|||||||||||||||
|
5.260% |
0.438 |
% |
6,853.69
|
41,486.78
|
48,340.47
|
2.25
|
1,522,093.26
|
1.24
|
60,425.59
|
|||||||||||||||
|
5.260% |
0.453 |
% |
6,894.24
|
41,446.23
|
48,340.47
|
2.25
|
1,480,647.02
|
1.24
|
60,425.59
|
|||||||||||||||
|
5.260% |
0.438 |
% |
6,490.17
|
41,850.30
|
48,340.47
|
2.25
|
1,438,796.72
|
1.24
|
60,425.59
|
|||||||||||||||
|
5.260% |
0.453 |
% |
6,516.95
|
41,823.52
|
48,340.47
|
2.25
|
1,396,973.20
|
1.24
|
60,425.59
|
|||||||||||||||
|
5.260% |
0.453 |
% |
6,327.51
|
42,012.96
|
48,340.47
|
2.25
|
1,354,960.25
|
1.24
|
60,425.59
|
|||||||||||||||
|
5.260% |
0.438 |
% |
5,939.24
|
42,401.23
|
48,340.47
|
2.25
|
1,312,559.02
|
1.24
|
60,425.59
|
|||||||||||||||
|
5.260% |
0.453 |
% |
5,945.16
|
42,395.31
|
48,340.47
|
2.25
|
1,270,163.71
|
1.24
|
60,425.59
|
|||||||||||||||
|
5.260% |
0.438 |
% |
5,567.55
|
42,772.92
|
48,340.47
|
2.25
|
1,227,390.79
|
1.24
|
60,425.59
|
|||||||||||||||
|
5.260% |
0.453 |
% |
5,559.40
|
42,781.07
|
48,340.47
|
2.25
|
1,184,609.72
|
1.24
|
60,425.59
|
|||||||||||||||
|
5.260% |
0.453 |
% |
5,365.62
|
42,974.85
|
48,340.47
|
2.25
|
1,141,634.87
|
1.24
|
60,425.59
|
|||||||||||||||
|
5.260% |
0.409 |
% |
4,670.56
|
43,669.91
|
48,340.47
|
2.25
|
1,097,964.96
|
1.24
|
60,425.59
|
|||||||||||||||
|
5.260% |
0.453 |
% |
4,973.17
|
43,367.30
|
48,340.47
|
2.25
|
1,054,597.66
|
1.24
|
60,425.59
|
|||||||||||||||
|
5.260% |
0.438 |
% |
4,622.65
|
43,717.82
|
48,340.47
|
2.25
|
1,010,879.84
|
1.24
|
60,425.59
|
|||||||||||||||
|
5.260% |
0.453 |
% |
4,578.72
|
43,761.75
|
48,340.47
|
2.25
|
967,118.10
|
1.24
|
60,425.59
|
|||||||||||||||
|
5.260% |
0.438 |
% |
4,239.20
|
44,101.27
|
48,340.47
|
2.25
|
923,016.83
|
1.24
|
60,425.59
|
|||||||||||||||
|
5.260% |
0.453 |
% |
4,180.75
|
44,159.72
|
48,340.47
|
2.25
|
878,857.11
|
1.24
|
60,425.59
|
|||||||||||||||
|
5.260% |
0.453 |
% |
3,980.73
|
44,359.74
|
48,340.47
|
2.25
|
834,497.38
|
1.24
|
60,425.59
|
|||||||||||||||
|
5.260% |
0.438 |
% |
3,657.88
|
44,682.59
|
48,340.47
|
2.25
|
789,814.79
|
1.24
|
60,425.59
|
|||||||||||||||
|
5.260% |
0.453 |
% |
3,577.42
|
44,763.05
|
48,340.47
|
2.25
|
745,051.74
|
1.24
|
60,425.59
|
|||||||||||||||
|
5.260% |
0.438 |
% |
3,265.81
|
45,074.66
|
48,340.47
|
2.25
|
699,977.08
|
1.24
|
60,425.59
|
|||||||||||||||
|
5.260% |
0.453 |
% |
3,170.51
|
45,169.96
|
48,340.47
|
2.25
|
654,807.12
|
1.24
|
60,425.59
|
|||||||||||||||
|
5.260% |
0.453 |
% |
2,965.91
|
45,374.56
|
48,340.47
|
2.25
|
609,432.56
|
1.24
|
60,425.59
|
|||||||||||||||
|
5.260% |
0.409 |
% |
2,493.26
|
45,847.21
|
48,340.47
|
2.25
|
563,585.35
|
1.24
|
60,425.59
|
|||||||||||||||
|
5.260% |
0.453 |
% |
2,552.73
|
45,787.74
|
48,340.47
|
2.25
|
517,797.60
|
1.24
|
60,425.59
|
|||||||||||||||
|
5.260% |
0.438 |
% |
2,269.68
|
46,070.79
|
48,340.47
|
2.25
|
471,726.81
|
1.24
|
60,425.59
|
|||||||||||||||
|
5.260% |
0.453 |
% |
2,136.66
|
46,203.81
|
48,340.47
|
2.25
|
425,523.00
|
1.24
|
60,425.59
|
|||||||||||||||
|
5.260% |
0.438 |
% |
1,865.21
|
46,475.26
|
48,340.47
|
2.25
|
379,047.74
|
1.24
|
60,425.59
|
|||||||||||||||
|
5.260% |
0.453 |
% |
1,716.88
|
46,623.59
|
48,340.47
|
2.25
|
332,424.15
|
1.24
|
60,425.59
|
|||||||||||||||
|
5.260% |
0.453 |
% |
1,505.70
|
46,834.77
|
48,340.47
|
2.25
|
285,589.38
|
1.24
|
60,425.59
|
|||||||||||||||
|
5.260% |
0.438 |
% |
1,251.83
|
47,088.64
|
48,340.47
|
2.25
|
238,500.74
|
1.24
|
60,425.59
|
|||||||||||||||
|
5.260% |
0.453 |
% |
1,080.28
|
47,260.19
|
48,340.47
|
2.25
|
191,240.55
|
1.24
|
60,425.59
|
|||||||||||||||
|
5.260% |
0.438 |
% |
838.27
|
47,502.20
|
48,340.47
|
2.25
|
143,738.35
|
1.24
|
60,425.59
|
|||||||||||||||
|
5.260% |
0.453 |
% |
651.05
|
47,689.42
|
48,340.47
|
2.25
|
96,048.93
|
1.24
|
60,425.59
|
|||||||||||||||
|
5.260% |
0.453 |
% |
435.05
|
47,905.42
|
48,340.47
|
2.25
|
48,143.51
|
1.24
|
60,425.59
|
|||||||||||||||
5.260% |
0.409 |
% |
196.96
|
48,143.51
|
48,340.47
|
2.25
|
-
|
1.24
|
60,425.59
|
