MORTGAGE NOTE
$6,200,000.00 November 7, 1997
For value received, Washington Centre Shops, L.P., a Delaware
limited partnership, having its principal place of business at 0000 Xxxxxxxxxxx
Xxxxxx, Xxxxxxxx, Xxx Xxxx 00000 (hereinafter referred to as "Maker"), promises
to pay to the order of Credit Suisse First Boston Mortgage Capital LLC, a
Delaware limited liability company ("Lender" and also sometimes "Payee"),
having its principal office at 00 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or
at such place as the holder hereof may from time to time designate in writing,
the principal sum of SIX MILLION TWO HUNDRED THOUSAND and no/100 Dollars
($6,200,000.00), in lawful money of the United States of America, with interest
thereon to be computed on the unpaid principal balance from time to time
outstanding at the Applicable Interest Rate (as hereinafter defined), and to be
paid in installments as follows:
A. A payment of interest only on the date hereof for the period
from the date hereof through and including November 10, 1997;
B. A constant payment of $43,478.74 (such amount hereinafter the
"Monthly Payment Amount"), on the eleventh day of December,
1997 and on the eleventh day of each calendar month
thereafter up to and including the eleventh day of October,
2027; (each a "Payment Date"); each of such payments to be
applied (a) to the payment of interest computed at the
Initial Term Interest Rate (as hereinafter defined); and (b)
the balance applied toward the reduction of the principal
sum;
and the balance of said principal sum together with all accrued and unpaid
interest thereon shall be due and payable on the eleventh day of November, 2027
(the "Maturity Date"). Interest on the principal sum of this Note shall be
calculated on the basis of the actual number of days elapsed and a
three-hundred-sixty (360) day year. The constant payment required hereunder is
based on an amortization schedule of three-hundred-sixty (360) months. For
purposes of making payments hereunder, but not for purposes of calculating
interest accrual periods if the eleventh (11th) day of a given month is not a
Business Day (as hereinafter defined), then the Payment Date for such month
shall be the next succeeding Business Day. All amounts due under this Note
shall be payable without setoff, counterclaim or any other deduction
whatsoever.
1. As used in this Note:
(a) The term "Annual Budget" shall mean an annual budget
submitted by Maker to Payee in accordance with the terms of paragraph 8(b)
herein.
(b) The term "Anticipated Repayment Date" shall mean,
November 11, 2007.
(c) The term "Applicable Interest Rate" shall mean from (a)
the date of this Note through but not including the Anticipated Repayment Date,
the Initial Term Interest Rate, and (b) from and after the Anticipated
Repayment Date through and including the date this Note is paid in full, the
Extended Term Rate.
(d) The term "Approved Annual Budget" shall mean each Annual
Budget approved by Payee in accordance with terms herein.
(e) The term "Assignment of Leases" shall mean that certain
Assignment of Leases and Rents of even date herewith executed by Maker in favor
of Xxxxx.
(f) The term "Business Day" shall mean a day other than (i) a
Saturday or Sunday, or (ii) any day on which commercial banks in New York City
are not open for general banking business.
(g) The term "Capital Expenditures" shall mean for any
period, the amount expended for items capitalized under generally accepted
accounting principles including expenditures for building improvements or major
repairs, leasing commissions and tenant improvements.
(h) The term "Cash Expenses" shall mean for any period, the
operating expenses for the Mortgaged Property as set forth in an Approved
Annual Budget to the extent that such expenses are actually incurred by Maker
minus payments into the Tax and Insurance Impound Fund (as defined in the
Mortgage) and the Replacement Escrow Fund (as defined in the Mortgage).
(i) The term "Debt" shall mean, collectively, the whole of
the principal sum of this Note, together with all interest accrued and unpaid
thereon and all other sums due under the Loan Documents.
(j) The term "Default Rate" shall mean, a rate per annum
which is equal to the lesser of (a) the maximum rate permitted by applicable
law, or (b) five percent (5%) above the Applicable Interest Rate.
(k) The term "Defeasance Option" shall mean the right and
option of maker to release the Mortgaged Property (as defined in the Mortgage)
from the lien of the Mortgage in accordance with the provision set forth in
Paragraph 55 of the Mortgage.
(l) The term "Extended Term Rate" shall mean a rate per
annum equal to the greater of (i) the Initial Term Interest Rate plus five (5)
percentage points or (ii) the Treasury Rate plus five (5) percentage points.
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(m) The term "Excess Cash Flow" shall mean, for any period, the
sum (determined in accordance with generally accepted accounting principles,
consistently applied) of (a) net operating income (calculated as all income
derived from the operation of the Mortgaged Property after payment of taxes and
expenses), plus (b) depreciation and amortization (to the extent deducted in
determining net operating income) for such period, plus (c) disbursements from
the Tax and Insurance Impound Fund, the Replacement Escrow Fund, the Leasing
Escrow Fund or any other escrows or reserves approved by Payee or provided for
under the Loan Documents, but only to the extent disbursed by Maker and not
applied to the payment of, or reimbursement for, taxes, insurance and other
amounts for which such reserves were set aside, minus (d) actual payments of
the regularly scheduled principal and interest payments (calculated at the
Applicable Interest Rate, or at the Default Rate, if applicable) due and
payable in accordance with this Note during an applicable period, minus (e)
actual capital improvement expenditures in excess of payments from the
Replacement Escrow Fund, the Leasing Escrow Fund and funding of reserves for
working capital and extraordinary expenses as approved by Lender in its sole
discretion, and minus (f) payments into the Replacement Escrow Fund, the Tax
and Insurance Impound Fund, the Leasing Escrow Fund and other reserves required
under the Loan Documents.
(n) The term "Extraordinary Expense" shall mean an extraordinary
operating expense or capital expense not set forth in the Approved Annual
Budget or allotted for in the Replacement Escrow Fund.
(o) The term "Initial Term Interest Rate" shall mean a rate of
Seven and Fifty Three Hundredths of a percent (7.53%) per annum.
(p) The term "Loan" shall mean that certain loan made by Payee
to Maker contemporaneously herewith.
(q) The term "Loan Documents" shall mean collectively this Note,
the Mortgage, the Assignment of Leases and any and all other documents
securing, evidencing, or guaranteeing all or any portion of the Loan or
otherwise executed and/or delivered in connection with this Note and the Loan.
(r) The term "Mortgage" shall mean that certain Mortgage,
Assignment of Leases and Rents and Security Agreement of even date herewith in
the amount of this Note given by Maker for the use and benefit of Payee
covering the fee estate of Maker in certain premises as more particularly
described therein.
(s) The term "Net Capital Expenditures" shall mean for any
period the amount by which Capital Expenditures during such period exceeds
reimbursements for such items during such period from any fund established
pursuant to the Loan Documents.
(t) The term "Treasury Rate" shall mean, as of the Anticipated
Repayment Date, the yield, calculated by linear interpolation (rounded to the
nearest one-thousandth of one percent (i.e., 0.001%)) of the yields of
noncallable United States Treasury obligations with terms (one longer and one
shorter) most nearly approximating the period from the
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Anticipated Repayment Date to the Maturity Date, as determined by Payee on the
basis of Federal Reserve Statistical Release H.15-Selected Interest Rates under
the heading U.S. Governmental Security/Treasury Constant Maturities, or other
recognized source of financial market information selected by Payee.
2. This Note is evidence of the Loan and of the obligation of
the Maker to repay the Loan in accordance with the terms hereof. This Note is
secured inter alia by (a) the Mortgage, (b) an Assignment of Leases, and (c)
the other Loan Documents.
3. If any sum payable under this Note is not paid on or before
the date on which it is due, Maker shall pay to Payee upon demand an amount
equal to the lesser of three percent (3%) of such unpaid sum or the maximum
amount permitted by applicable law in order to defray a portion of the expenses
incurred by Payee in handling and processing such delinquent payment and to
compensate Payee for the loss of the use of such delinquent payment. If the day
when any payment required under this Note is due is not a Business Day, then
payment shall be due on the first Business Day thereafter.
4. The Debt or any portion thereof, shall without notice become
immediately due and payable at the option of Payee if any payment required in
this Note is not paid on or before the date on which it is due or upon the
happening of any other Event of Default (as defined in the Mortgage). In the
event that it should become necessary to employ counsel to collect or enforce
the Debt or to protect or foreclose the security therefor, Maker also shall pay
on demand all costs of collection incurred by Xxxxx, including attorneys' fees
and costs reasonably incurred for the services of counsel whether or not suit
be brought.
5. Maker does hereby agree that upon the occurrence of an Event
of Default (including upon the failure of Maker to pay the Debt in full on the
Maturity Date), Payee shall be entitled to receive and Maker shall pay interest
on the entire unpaid principal sum and any other amounts due at the Default
Rate.
6. Maker hereby agrees that upon the occurrence of an Event of
Default Maker shall pay to Payee on the eleventh day of each month while such
Event of Default continues, an aggregate amount equal to the Excess Cash Flow
for the period from the eleventh day of the prior month through and including
the tenth day of the month in question, such Excess Cash Flow to be applied by
Payee to the payment of the Debt in such order as Payee shall determine in its
sole discretion, including, without limitation, alternating applications
thereof between interest and principal. Interest at the Default Rate and
Excess Cash Flow shall both be computed from the occurrence of the Event of
Default until the actual receipt and collection of the Debt. Interest at the
Default Rate shall be added to the Debt and shall be secured by the Mortgage.
This paragraph, however, shall not be construed as an agreement or privilege to
extend the date of the payment of the Debt, nor as a waiver of any other right
or remedy accruing to Payee by reason of the occurrence of any Event of
Default; the acceptance of any payment of Excess Cash Flow shall not be deemed
to cure or constitute a waiver of any Event of Default; and Payee retains its
rights under this Note to accelerate and
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to continue to demand payment of the Debt upon the happening of any Event of
Default despite any payment of Excess Cash Flow.
7. This Note may not be prepaid prior to the Anticipated
Repayment Date; provided, however, Maker shall have the right and option to
release the Mortgaged Property from the lien of the Mortgage in accordance with
the terms and provisions of the Defeasance Option. Notwithstanding the
foregoing sentence, Maker shall have the privilege to prepay the entire
principal balance of this Note and any other amounts outstanding on any Payment
Date during the ninety (90) days preceding the Anticipated Repayment Date
without payment of the Yield Maintenance Premium (as defined in the Mortgage)
or any other premium or penalty. In addition, on the Anticipated Repayment Date
or on any Payment Date thereafter, the Maker may, at its option and upon thirty
(30) days prior written notice from Maker to Payee, prepay in whole or in part,
in $100,000 increments only, the outstanding principal balance of this Note and
any other amounts outstanding without payment of the Yield Maintenance Premium
or any other premium or penalty. If prior to the Anticipated Repayment Date and
following the occurrence of any Event of Default, Maker shall tender payment of
an amount sufficient to satisfy the Debt at any time prior to a sale of the
Mortgaged Property, either through foreclosure or the exercise of the other
remedies available to Payee under the Mortgage, such tender by Maker shall be
deemed to be voluntary and Maker shall pay, in addition to the Debt, the Yield
Maintenance Premium, if any, that would be required under the Defeasance
Option.
8. For each fiscal year commencing with the fiscal year in which
the Anticipated Repayment Date occurs, the Maker shall submit to the Payee for
the Payee's written approval an Annual Budget not later than sixty (60) days
prior to the commencement of such fiscal year, in form satisfactory to Payee
setting forth in reasonable detail budgeted monthly operating income and
monthly operating capital and other expenses for the Mortgaged Property. Each
Annual Budget shall contain, among other things, limitations on management
fees, third party service fees, and other expenses as the Maker may reasonably
determine. Payee shall have the right to approve such Annual Budget which
approval shall not be unreasonably withheld, and in the event that Payee
objects to the proposed Annual Budget submitted by Maker, Payee shall advise
Maker of such objections within fifteen (15) days after receipt thereof (and
deliver to Maker a reasonably detailed description of such objections) and
Maker shall within three (3) days after receipt of notice of any such
objections revise such Annual Budget and resubmit the same to Payee. Payee
shall advise Maker of any objections to such revised Annual Budget within ten
(10) days after receipt thereof (and deliver to Maker a reasonably detailed
description of such objections) and Maker shall revise the same in accordance
with the process described in this subparagraph until the Payee approves an
Annual Budget, provided, however, that if Payee shall not advise Maker of its
objections to any proposed Annual Budget within the applicable time period set
forth in this paragraph, then such proposed Annual Budget shall be deemed
approved by Payee. Until such time that Payee approves a proposed Annual
Budget, the most recently Approved Annual Budget shall apply; provided that,
such Approved Annual Budget shall be adjusted to reflect actual increases in
real estate taxes, insurance premiums and utilities expenses.
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9. In the event that the Maker does not pay the Debt in full
prior to the Anticipated Repayment Date, the provisions of paragraph 8 as set
forth above shall remain in full force and effect, and the following
subparagraphs also shall apply:
(a) From and after the Anticipated Repayment Date, interest
shall accrue on the unpaid principal balance from time to time outstanding on
this Note at the Extended Term Rate. Interest accrued at the Extended Term Rate
and not paid pursuant to this paragraph 9 shall be deferred and added to the
Debt and shall earn interest at the Extended Term Rate to the extent permitted
by applicable law (such accrued interest is hereinafter defined as "Accrued
Interest"). All of the Debt, including any Accrued Interest, shall be due and
payable on the Maturity Date.
(b) Maker shall, on the Anticipated Repayment Date and the
eleventh day of each calendar month thereafter up to and including the Maturity
Date, pay to Payee all Rents (as defined in the Mortgage) received on or after
the Anticipated Repayment Date and not theretofore paid to Payee hereunder,
which amounts shall be applied in the listed order of priority:
(i) First, payments to the Tax and Insurance Impound Fund in
accordance with the terms and conditions of the Mortgage;
(ii) Second, the payment of the Monthly Payment Amount to be
applied first to the payment of interest computed at the
Initial Term Interest Rate with the remainder applied to
the reduction of the outstanding principal balance of this
Note;
(iii) Third, payments to the Replacement Escrow Fund and Leasing
Escrow Fund, each in accordance with the terms and
conditions of the Mortgage;
(iv) Fourth, payments for monthly Cash Expenses, less
management fees payable to affiliates of Maker, pursuant
to the terms and conditions of the related Approved Annual
Budget;
(v) Fifth, payment for monthly Net Capital Expenditures,
pursuant to the terms and conditions of the related
Approved Annual Budget;
(vi) Sixth, payment for Extraordinary Expenses approved by
Xxxxx, if any;
(vii) Seventh, payments to the Payee to be applied against the
outstanding principal due under this Note until such
principal amount is paid in full;
(viii) Eighth, payments to the Payee for Accrued Interest;
(ix) Ninth, payments to the Payee of any other amounts due
under the Loan Documents; and
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(x) Lastly, payment to the Maker of any excess amounts.
(c) In the event that the Maker must incur an Extraordinary
Expense, then the Maker shall promptly deliver to Payee a reasonably detailed
explanation of such proposed Extraordinary Expense for the Payee's approval.
(d) Nothing in this paragraph 9 shall limit, reduce or otherwise
affect Maker's obligations to make payments of the Monthly Payment Amount,
payments to the Tax and Insurance Impound Fund, the Replacement Escrow Fund due
hereunder and under the other Loan Documents, whether or not Rents are
available to make such payments.
10. It is expressly stipulated and agreed to be the intent of
Maker and Payee at all times to comply with applicable state law or applicable
United States federal law (to the extent that it permits Payee to contract for,
charge, take, reserve, or receive a greater amount of interest than under state
law) and that this paragraph (and the similar paragraph contained in the
Mortgage) shall control every other covenant and agreement in this Note and the
other Loan Documents. If the applicable law (state or federal) is ever
judicially interpreted so as to render usurious any amount called for under
this Note or under any of the other Loan Documents, or contracted for, charged,
taken, reserved, or received with respect to the Debt, or if Xxxxx's exercise
of the option to accelerate the Maturity Date, or if any prepayment or the
exercise of any Defeasance Option by Maker results in Maker having paid any
interest in excess of that permitted by applicable law, then it is Payee's
express intent that all excess amounts theretofore collected by Xxxxx shall be
credited on the principal balance of this Note and all other Debt and the
provisions of this Note and the other Loan Documents immediately be deemed
reformed and the amounts thereafter collectible hereunder and thereunder
reduced, without the necessity of the execution of any new documents, so as to
comply with the applicable law, but so as to permit the recovery of the fullest
amount otherwise called for hereunder or thereunder. All sums paid or agreed to
be paid to Payee for the use, forbearance, or detention of the Debt shall, to
the extent permitted by applicable law, be amortized, prorated, allocated, and
spread throughout the full stated term of the Debt until payment in full so
that the rate or amount of interest on account of the Debt does not exceed the
maximum lawful rate from time to time in effect and applicable to the Debt for
so long as the Debt is outstanding. Notwithstanding anything to the contrary
contained herein or in any of the other Loan Documents, it is not the intention
of Payee to accelerate the maturity of any interest that has not accrued at the
time of such acceleration or to collect unearned interest at the time of such
acceleration.
11. This Note may not be modified, amended, waived, extended,
changed, discharged or terminated orally or by any act or failure to act on the
part of Maker or Payee, but only by an agreement in writing signed by the party
against whom enforcement of any modification, amendment, waiver, extension,
change, discharge or termination is sought. Whenever used, the singular number
shall include the plural, the plural the singular, and the words "Payee" and
"Maker" shall include their respective successors, assigns, heirs, executors
and administrators. If Maker consists of more than one person or party, the
obligations and liabilities of each such person or party shall be joint and
several.
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12. Maker and all others who may become liable for the payment
of all or any part of the Debt do hereby severally waive presentment and demand
for payment, notice of dishonor, protest, notice of protest, notice of
nonpayment, notice of intent to accelerate the maturity hereof and of
acceleration. No release of any security for the Debt or any person liable for
payment of the Debt, no extension of time for payment of this Note or any
installment hereof, and no alteration, amendment or waiver of any provision of
the Loan Documents made by agreement between Payee and any other person or
party shall release, modify, amend, waive, extend, change, discharge, terminate
or affect the liability of Maker, and any other person or party who may become
liable under the Loan Documents for the payment of all or any part of the Debt.
13. Subject to the qualifications below, Payee shall not
enforce the liability and obligation of Maker or its constituent members,
partners, shareholders, directors, employees or agents to perform and observe
the obligations contained in this Note, the Mortgage or the other Loan
Documents by any legal, equitable or other action or proceeding wherein a
judgment shall be sought against Maker or its constituent members, partners,
shareholders, directors, employees or agents, except that Payee may bring a
foreclosure action, an action for specific performance or any other appropriate
action or proceeding to enable Payee to enforce and realize upon its interest
under this Note, the Mortgage and the other Loan Documents, or in the Mortgaged
Property, the Rents, or any other collateral given to Payee pursuant to the
Loan Documents; provided, however, that, except as specifically provided
herein, any judgment in any such action or proceeding shall be enforceable
against Maker only to the extent of Maker's interest in the Mortgaged Property,
in the Rents and in any other collateral given to Payee, and Payee, by
accepting this Note, the Mortgage and the other Loan Documents, agrees that it
shall not sue for, seek or demand any deficiency judgment against Maker in any
such action or proceeding under or by reason of or under or in connection with
this Note, the Mortgage or the other Loan Documents. The provisions of this
paragraph shall not, however, (a) constitute a waiver, release or impairment of
any obligation evidenced or secured by any of the Loan Documents; (b) impair
the right of Payee to name Maker as a party defendant in any action or suit for
foreclosure and sale under the Mortgage; (c) affect the validity or
enforceability of or any guaranty made in connection with the Loan or any of
the rights and remedies of the Payee thereunder; (d) impair the right of Payee
to obtain the appointment of a receiver; (e) impair the enforcement of the
Assignment of Leases; or (f) constitute a waiver of the right of Payee to
enforce the liability and obligation of Maker, by money judgment or otherwise,
to the extent of any loss, damage, cost, expense, liability, claim or other
obligation incurred by Payee (including attorneys' fees and costs reasonably
incurred) arising out of or in connection with the following:
(i) fraud or intentional misrepresentation by Maker or any
guarantor in connection with the Loan;
(ii) the gross negligence or willful misconduct of Maker;
(iii) physical waste of the Mortgaged Property;
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(iv) the breach of any representation, warranty, covenant or
indemnification provision in that certain Environmental
and Hazardous Substance Indemnification Agreement of even
date herewith given by Maker to Payee or in the Mortgage
concerning environmental laws, hazardous substances or
asbestos;
(v) the removal or disposal of any portion of the Mortgaged
Property after an Event of Default;
(vi) the misapplication or conversion by Maker of (A) any
insurance proceeds paid by reason of any loss, damage or
destruction to the Mortgaged Property, (B) any awards or
other amounts received in connection with the condemnation
of all or a portion of the Mortgaged Property, (C) any
Rents following an Event of Default, or (D) any Rents paid
more than one month in advance;
(vii) failure to pay charges for labor or materials or taxes or
other charges that can create liens on any portion of the
Mortgaged Property; and
(viii) any security deposits collected with respect to the
Mortgaged Property which are not delivered to Payee upon a
foreclosure of the Mortgaged Property or other action in
lieu thereof, except to the extent any such security
deposits were applied in accordance with the terms and
conditions of any of the Leases (as defined in the
Mortgage) prior to the occurrence of the Event of Default
that gave rise to such sale or foreclosure or action in
lieu thereof.
Notwithstanding anything to the contrary in this Note or any of the Loan
Documents, (A) 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 Debt secured by
the Mortgage or to require that all collateral shall continue to secure all of
the Debt owing to Payee in accordance with the Loan Documents, and (B) the Debt
shall be fully recourse to Maker in the event that: (i) the first full monthly
payment of principal and interest under this Note is not paid when due; (ii)
Maker fails to maintain its status as a single purpose entity, as required by,
and in accordance with the terms and provisions of, the Mortgage; (iii) Maker
fails to obtain Payee's prior written consent to any subordinate financing or
other voluntary lien encumbering the Mortgaged Property; (iv) Maker fails to
obtain Xxxxx's prior written consent to any assignment, transfer, or conveyance
of the Mortgaged Property or any interest therein as required by the Mortgage;
or (v) a receiver, liquidator or trustee of Maker or of any guarantor shall be
appointed or if Maker or any guarantor shall be adjudicated a bankrupt or
insolvent, or if any petition for bankruptcy, reorganization or arrangement
pursuant to federal bankruptcy, reorganization or arrangement pursuant to
federal bankruptcy law, or any similar feral or state law, shall be filed by or
against, consented to, or acquiesced in by, Maker or any guarantor or if any
proceeding for the dissolution or liquidation of Maker or of any guarantor shall
be instituted;
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however, if such appointment, adjudication, petition or proceeding was
involuntary and not consented to by Maker or such guarantor, upon the same not
being discharged, stayed or dismissed within sixty (60) days; or (vi) Maker, any
guarantor or any of their respective affiliates or agents hinders, delays or
interferes with the exercise by Payee of any of its rights or remedies under the
Loan Documents after the occurrence and continuance of an Event of Default.
14. Maker (and the undersigned representative of Maker, if any)
represents that Maker has full power, authority and legal right to execute,
deliver and perform its obligations pursuant to this Note, the Mortgage and the
other Loan Documents and that this Note, the Mortgage and the other Loan
Documents constitute valid and binding obligations of Maker.
15. All notices or other communications required or permitted to
be given pursuant hereto shall be given in the manner specified in the Mortgage
directed to the parties at their respective addresses as provided therein.
16. MAKER XXXXXX AGREES NOT TO ELECT A TRIAL BY JURY OF ANY
ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO
THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THE
LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN
CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY
AND VOLUNTARILY BY MAKER, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH
INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD
OTHERWISE ACCRUE. XXXXX IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH
IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY MAKER.
17. This Note shall be governed by and construed in accordance
with the laws of the State in which the Mortgaged Property is located and the
applicable laws of the United States of America.
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Maker has duly executed this Note the day and year first above
written.
MAKER:
WASHINGTON CENTRE SHOPS, L.P.,
a Delaware limited partnership
By: Washington Centre Land, Inc., a Delaware
corporation, its general partner
/s/ XXXXXX X. XXXXXX
Xx: ------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: President
Pay to the order of ____________________,
without recourse.
CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC,
a Delaware limited liability company
/s/ XXXXXXX XXXXXXX
By: -------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Authorized Signatory
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