LOAN NO.: ▇▇-▇▇▇▇▇▇▇ AON CORP. OFFICE
PROMISSORY NOTE
(NOTE B)
$9,995,908.90 October 28, 2004
FOR VALUE RECEIVED, the undersigned, CLF ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ LLC, a
Delaware limited liability company ("MAKER"), having an address c/o Caplease,
LP, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, promises to pay to
the order of CAPLEASE, LP, a Delaware limited partnership ("Payee"), at the
office of Payee at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at
such other place as Payee may designate to Maker in writing from time to time,
the principal sum of Nine Million Nine Hundred Ninety-Five Thousand Nine Hundred
Eight and 90/100 Dollars ($9,995,908.90), 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-three
one hundredths percent (5.23%) 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 Sixty-Four Million
Eight Hundred Thousand and no/100 Dollars ($64,800,000.00), 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 ▇▇▇▇▇ 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 including, without limitation, the
Interest Only Period (hereinafter defined), as more particularly set forth on
Annex 1 attached hereto and incorporated by this reference. 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.
Interest only shall be payable in thirty-six (36) consecutive monthly
installments in the amount set forth on Annex 1, beginning on December 11, 2004
(the "FIRST PAYMENT DATE"), and continuing on the eleventh (11th) day of each
and every calendar month thereafter through and including November 11, 2007 (the
"INTEREST ONLY PERIOD") and, thereafter, principal and interest shall be payable
in eighty-four (84) consecutive monthly installments in the amount set forth on
Annex 1, beginning on December 11, 2007 and continuing on the eleventh (11th)
day of each and every calendar month thereafter through and including October
11, 2014 (each, a "PAYMENT DATE"). On November 11, 2014 (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 November 10, 2004.
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, ▇▇▇▇▇ 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 ▇▇▇▇▇'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 ▇▇▇▇▇'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 ▇▇▇▇▇ 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
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(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. ▇▇▇▇▇ 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 Payee 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.
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2.4. Maker's Agreements. Maker acknowledges that it would be extremely
difficult or impracticable to determine ▇▇▇▇▇'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 ▇▇▇▇▇'s discretion.
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, ▇▇▇▇▇ 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 ▇▇▇▇▇ 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 (i) 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, or (ii) if the
Security Property or any part thereof shall become an asset in (A) a voluntary
bankruptcy or insolvency proceeding of Maker, or (B) an involuntary bankruptcy
or insolvency proceeding of Maker which is not dismissed within sixty (60) days
of filing but only if Maker has failed to use best efforts to dismiss such
proceeding or if Maker, Indemnitor or any affiliate or agent of Maker or
Indemnitor has acted in concert with, colluded or conspired with any party to
cause the filing of any involuntary bankruptcy or other insolvency proceeding.
10
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.
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 ▇▇▇▇▇ 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.
12
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.
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 ▇▇▇▇▇, 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
Payee's intent to exercise its rights under such power.
13
ARTICLE IV. - MISCELLANEOUS PROVISIONS
4.1. Miscellaneous. The terms and provisions hereof shall be binding upon
and inure to the benefit of Maker and ▇▇▇▇▇ 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.
4.2. Taxpayer Identification. Maker's Tax Identification Number is
▇▇-▇▇▇▇▇▇▇.
[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 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ LLC,
a Delaware limited liability company
By: Caplease, LP, a Delaware limited partnership,
its sole member
By: CLF OP General Partner, LLC,
a Delaware limited liability company,
its general partner
By: Capital Lease Funding, Inc.,
a Maryland corporation,
its sole member
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Sr Vice President
15
ANNEX 1 TO $9,992,313.00 PROMISSORY NOTE
BY CLF 1000 MILWAUKEE AVENUE LLC
TO CAPLEASE, LP
[SEE ATTACHED]
AON - GLENVIEW, IL
B Note Amount $ 9,995,908.90
-----------------------------------------------------------------------------------
B NOTE
TOTAL DEBT
----------
SERVICE PAYMENT
---------------
PERIOD DATE RENT COUPON INT FACTOR INTEREST PRINCIPAL (B NOTE) BALANCE
------ ---- ---- ------ ---------- -------- --------- -------- -------
0 11/11/2004 9,995,908.90
1 12/11/2004 510,380.34 5.230% 0.436% 43,565.50 70,987.43 114,552.94 9,924,921.47
2 1/11/2005 510,380.34 5.230% 0.450% 44,697.99 65,124.30 109,822.28 9,859,797.17
3 2/11/2005 510,380.34 5.230% 0.450% 44,404.69 65,417.59 109,822.28 9,794,379.58
4 3/11/2005 510,380.34 5.230% 0.407% 39,841.36 84,172.88 124,014.24 9,710,206.70
5 4/11/2005 510,380.34 5.230% 0.450% 43,730.99 66,091.29 109,822.28 9,644,115.41
6 5/11/2005 510,380.34 5.230% 0.436% 42,032.27 72,520.67 114,552.94 9,571,594.74
7 6/11/2005 510,380.34 5.230% 0.450% 43,106.74 66,715.54 109,822.28 9,504,879.20
8 7/11/2005 510,380.34 5.230% 0.436% 41,425.43 73,127.50 114,552.94 9,431,751.70
9 8/11/2005 510,380.34 5.230% 0.450% 42,476.94 67,345.34 109,822.28 9,364,406.36
10 9/11/2005 510,380.34 5.230% 0.450% 42,173.64 67,648.64 109,822.28 9,296,757.72
11 10/11/2005 510,380.34 5.230% 0.436% 40,518.37 74,034.57 114,552.94 9,222,723.15
12 11/11/2005 510,380.34 5.230% 0.450% 41,535.56 68,286.72 109,822.28 9,154,436.43
13 12/11/2005 527,632.89 5.230% 0.436% 39,898.09 83,324.47 123,222.56 9,071,111.96
14 1/11/2006 527,632.89 5.230% 0.450% 40,852.76 77,639.14 118,491.91 8,993,472.81
15 2/11/2006 527,632.89 5.230% 0.450% 40,503.10 77,988.80 118,491.91 8,915,484.01
16 3/11/2006 527,632.89 5.230% 0.407% 36,266.21 96,417.66 132,683.87 8,819,066.35
17 4/11/2006 527,632.89 5.230% 0.450% 39,717.65 78,774.26 118,491.91 8,740,292.09
18 5/11/2006 527,632.89 5.230% 0.436% 38,093.11 85,129.45 123,222.56 8,655,162.64
19 6/11/2006 527,632.89 5.230% 0.450% 38,979.49 79,512.42 118,491.91 8,575,650.22
20 7/11/2006 527,632.89 5.230% 0.436% 37,375.54 85,847.02 123,222.56 8,489,803.21
21 8/11/2006 527,632.89 5.230% 0.450% 38,234.77 80,257.13 118,491.91 8,409,546.07
22 9/11/2006 527,632.89 5.230% 0.450% 37,873.33 80,618.58 118,491.91 8,328,927.49
23 10/11/2006 527,632.89 5.230% 0.436% 36,300.24 86,922.32 123,222.56 8,242,005.18
24 11/11/2006 527,632.89 5.230% 0.450% 37,118.79 81,373.12 118,491.91 8,160,632.06
25 12/11/2006 544,899.84 5.230% 0.436% 35,566.75 96,332.66 131,899.42 8,064,299.39
26 1/11/2007 544,899.84 5.230% 0.450% 36,318.47 90,850.30 127,168.77 7,973,449.10
27 2/11/2007 544,899.84 5.230% 0.450% 35,909.31 91,259.45 127,168.77 7,882,189.65
28 3/11/2007 544,899.84 5.230% 0.407% 32,063.00 109,297.73 141,360.73 7,772,891.92
29 4/11/2007 544,899.84 5.230% 0.450% 35,006.08 92,162.68 127,168.77 7,680,729.23
30 5/11/2007 544,899.84 5.230% 0.436% 33,475.18 98,424.24 131,899.42 7,582,304.99
31 6/11/2007 544,899.84 5.230% 0.450% 34,147.75 93,021.01 127,168.77 7,489,283.98
32 7/11/2007 544,899.84 5.230% 0.436% 32,640.80 99,258.62 131,899.42 7,390,025.36
33 8/11/2007 544,899.84 5.230% 0.450% 33,281.80 93,886.97 127,168.77 7,296,138.39
34 9/11/2007 544,899.84 5.230% 0.450% 32,858.97 94,309.80 127,168.77 7,201,828.59
35 10/11/2007 544,899.84 5.230% 0.436% 31,387.97 100,511.45 131,899.42 7,101,317.14
36 11/11/2007 544,899.84 5.230% 0.450% 31,981.57 95,187.20 127,168.77 7,006,129.95
37 12/11/2007 562,181.63 5.230% 0.436% 30,535.05 63,632.73 94,167.78 6,942,497.22
38 1/11/2008 562,181.63 5.230% 0.450% 31,266.31 62,901.47 94,167.78 6,879,595.75
39 2/11/2008 562,181.63 5.230% 0.450% 30,983.02 63,184.75 94,167.78 6,816,411.00
40 3/11/2008 562,181.63 5.230% 0.421% 28,717.92 65,449.86 94,167.78 6,750,961.14
41 4/11/2008 562,181.63 5.230% 0.450% 30,403.70 63,764.07 94,167.78 6,687,197.07
42 5/11/2008 562,181.63 5.230% 0.436% 29,145.03 65,022.74 94,167.78 6,622,174.32
43 6/11/2008 562,181.63 5.230% 0.450% 29,823.70 64,344.08 94,167.78 6,557,830.24
44 7/11/2008 562,181.63 5.230% 0.436% 28,581.21 65,586.57 94,167.78 6,492,243.67
45 8/11/2008 562,181.63 5.230% 0.450% 29,238.54 64,929.24 94,167.78 6,427,314.44
46 9/11/2008 562,181.63 5.230% 0.450% 28,946.12 65,221.65 94,167.78 6,362,092.79
47 10/11/2008 562,181.63 5.230% 0.436% 27,728.12 66,439.66 94,167.78 6,295,653.13
48 11/11/2008 562,181.63 5.230% 0.450% 28,353.17 65,814.60 94,167.78 6,229,838.52
49 12/11/2008 579,478.70 5.230% 0.436% 27,151.71 69,913.40 97,065.11 6,159,925.13
50 1/11/2009 579,478.70 5.230% 0.450% 27,741.91 69,323.20 97,065.11 6,090,601.93
51 2/11/2009 579,478.70 5.230% 0.450% 27,429.70 69,635.41 97,065.11 6,020,966.52
52 3/11/2009 579,478.70 5.230% 0.407% 24,491.95 72,573.15 97,065.11 5,948,393.37
53 4/11/2009 579,478.70 5.230% 0.450% 26,789.25 70,275.86 97,065.11 5,878,117.51
54 5/11/2009 579,478.70 5.230% 0.436% 25,618.80 71,446.31 97,065.11 5,806,671.20
55 6/11/2009 579,478.70 5.230% 0.450% 26,150.99 70,914.12 97,065.11 5,735,757.08
56 7/11/2009 579,478.70 5.230% 0.436% 24,998.34 72,066.77 97,065.11 5,663,690.31
57 8/11/2009 579,478.70 5.230% 0.450% 25,507.06 71,558.05 97,065.11 5,592,132.26
58 9/11/2009 579,478.70 5.230% 0.450% 25,184.79 71,880.32 97,065.11 5,520,251.94
59 10/11/2009 579,478.70 5.230% 0.436% 24,059.10 73,006.01 97,065.11 5,447,245.93
60 11/11/2009 579,478.70 5.230% 0.450% 24,532.28 72,532.83 97,065.11 5,374,713.10
61 12/11/2009 588,405.28 5.230% 0.436% 23,424.79 75,135.56 98,560.35 5,299,577.54
62 1/11/2010 588,405.28 5.230% 0.450% 23,867.24 74,693.11 98,560.35 5,224,884.43
63 2/11/2010 588,405.28 5.230% 0.450% 23,530.85 75,029.50 98,560.35 5,149,854.93
64 3/11/2010 588,405.28 5.230% 0.407% 20,948.47 77,611.88 98,560.35 5,072,243.05
65 4/11/2010 588,405.28 5.230% 0.450% 22,843.41 75,716.94 98,560.35 4,996,526.11
66 5/11/2010 588,405.28 5.230% 0.436% 21,776.53 76,783.82 98,560.35 4,919,742.29
67 6/11/2010 588,405.28 5.230% 0.450% 22,156.61 76,403.74 98,560.35 4,843,338.55
68 7/11/2010 588,405.28 5.230% 0.436% 21,108.88 77,451.46 98,560.35 4,765,887.08
69 8/11/2010 588,405.28 5.230% 0.450% 21,463.70 77,096.65 98,560.35 4,688,790.44
70 9/11/2010 588,405.28 5.230% 0.450% 21,116.49 77,443.86 98,560.35 4,611,346.58
AON - GLENVIEW, IL
B Note Amount $ 9,995,908.90
-----------------------------------------------------------------------------------
B NOTE
TOTAL DEBT
----------
SERVICE PAYMENT
---------------
PERIOD DATE RENT COUPON INT FACTOR INTEREST PRINCIPAL (B NOTE) BALANCE
------ ---- ---- ------ ---------- -------- --------- -------- -------
71 10/11/2010 588,405.28 5.230% 0.436% 20,097.79 78,462.56 98,560.35 4,532,884.02
72 11/11/2010 588,405.28 5.230% 0.450% 20,414.35 78,146.00 98,560.35 4,454,738.02
73 12/11/2010 597,348.06 5.230% 0.436% 19,415.23 80,643.07 100,058.30 4,374,094.95
74 1/11/2011 597,348.06 5.230% 0.450% 19,699.22 80,359.08 100,058.30 4,293,735.87
75 2/11/2011 597,348.06 5.230% 0.450% 19,337.32 80,720.99 100,058.30 4,213,014.88
76 3/11/2011 597,348.06 5.230% 0.407% 17,137.61 82,920.69 100,058.30 4,130,094.19
77 4/11/2011 597,348.06 5.230% 0.450% 18,600.34 81,457.96 100,058.30 4,048,636.22
78 5/11/2011 597,348.06 5.230% 0.436% 17,645.31 82,413.00 100,058.30 3,966,223.23
79 6/11/2011 597,348.06 5.230% 0.450% 17,862.33 82,195.97 100,058.30 3,884,027.25
80 7/11/2011 597,348.06 5.230% 0.436% 16,927.89 83,130.42 100,058.30 3,800,896.84
81 8/11/2011 597,348.06 5.230% 0.450% 17,117.76 82,940.54 100,058.30 3,717,956.30
82 9/11/2011 597,348.06 5.230% 0.450% 16,744.23 83,314.07 100,058.30 3,634,642.22
83 10/11/2011 597,348.06 5.230% 0.436% 15,840.98 84,217.32 100,058.30 3,550,424.91
84 11/11/2011 597,348.06 5.230% 0.450% 15,989.73 84,068.57 100,058.30 3,466,356.34
85 12/11/2011 606,307.55 5.230% 0.436% 15,107.54 86,451.52 101,559.05 3,379,904.82
86 1/11/2012 606,307.55 5.230% 0.450% 15,221.78 86,337.28 101,559.05 3,293,567.54
87 2/11/2012 606,307.55 5.230% 0.450% 14,832.95 86,726.11 101,559.05 3,206,841.44
88 3/11/2012 606,307.55 5.230% 0.421% 13,510.60 88,048.45 101,559.05 3,118,792.99
89 4/11/2012 606,307.55 5.230% 0.450% 14,045.83 87,513.22 101,559.05 3,031,279.77
90 5/11/2012 606,307.55 5.230% 0.436% 13,211.33 88,347.73 101,559.05 2,942,932.04
91 6/11/2012 606,307.55 5.230% 0.450% 13,253.82 88,305.23 101,559.05 2,854,626.81
92 7/11/2012 606,307.55 5.230% 0.436% 12,441.42 89,117.64 101,559.05 2,765,509.17
93 8/11/2012 606,307.55 5.230% 0.450% 12,454.78 89,104.27 101,559.05 2,676,404.90
94 9/11/2012 606,307.55 5.230% 0.450% 12,053.49 89,505.57 101,559.05 2,586,899.33
95 10/11/2012 606,307.55 5.230% 0.436% 11,274.57 90,284.48 101,559.05 2,496,614.85
96 11/11/2012 606,307.55 5.230% 0.450% 11,243.78 90,315.27 101,559.05 2,406,299.58
97 12/11/2012 623,670.46 5.230% 0.436% 10,487.46 93,979.96 104,467.41 2,312,319.62
98 1/11/2013 623,670.46 5.230% 0.450% 10,413.79 94,053.62 104,467.41 2,218,265.99
99 2/11/2013 623,670.46 5.230% 0.450% 9,990.21 94,477.21 104,467.41 2,123,788.79
100 3/11/2013 623,670.46 5.230% 0.407% 8,639.10 95,828.31 104,467.41 2,027,960.48
101 4/11/2013 623,670.46 5.230% 0.450% 9,133.15 95,334.27 104,467.41 1,932,626.21
102 5/11/2013 623,670.46 5.230% 0.436% 8,423.03 96,044.38 104,467.41 1,836,581.82
103 6/11/2013 623,670.46 5.230% 0.450% 8,271.25 96,196.16 104,467.41 1,740,385.66
104 7/11/2013 623,670.46 5.230% 0.436% 7,585.18 96,882.23 104,467.41 1,643,503.43
105 8/11/2013 623,670.46 5.230% 0.450% 7,401.70 97,065.71 104,467.41 1,546,437.72
106 9/11/2013 623,670.46 5.230% 0.450% 6,964.55 97,502.86 104,467.41 1,448,934.86
107 10/11/2013 623,670.46 5.230% 0.436% 6,314.94 98,152.47 104,467.41 1,350,782.39
108 11/11/2013 623,670.46 5.230% 0.450% 6,083.40 98,384.01 104,467.41 1,252,398.37
109 12/11/2013 641,051.08 5.230% 0.436% 5,458.37 101,920.37 107,378.74 1,150,478.00
110 1/11/2014 641,051.08 5.230% 0.450% 5,181.31 102,197.43 107,378.74 1,048,280.57
111 2/11/2014 641,051.08 5.230% 0.450% 4,721.05 102,657.69 107,378.74 945,622.87
112 3/11/2014 641,051.08 5.230% 0.407% 3,846.58 103,532.16 107,378.74 842,090.72
113 4/11/2014 641,051.08 5.230% 0.450% 3,792.45 103,586.29 107,378.74 738,504.43
114 5/11/2014 641,051.08 5.230% 0.436% 3,218.65 104,160.09 107,378.74 634,344.33
115 6/11/2014 641,051.08 5.230% 0.450% 2,856.84 104,521.90 107,378.74 529,822.43
116 7/11/2014 641,051.08 5.230% 0.436% 2,309.14 105,069.60 107,378.74 424,752.84
117 8/11/2014 641,051.08 5.230% 0.450% 1,912.92 105,465.82 107,378.74 319,287.02
118 9/11/2014 641,051.08 5.230% 0.450% 1,437.94 105,940.80 107,378.74 213,346.22
119 10/11/2014 641,051.08 5.230% 0.436% 929.83 106,448.91 107,378.74 106,897.32
120 11/11/2014 641,051.08 5.230% 0.450% 481.42 106,897.32 107,378.74 -
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