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"Net Cash Flow," "Net Operating Expenses" and "Operating Expenses," as defined in the
<br />Development Agreement, for the immediately preceding calendar year and with such back-up
<br />documentation regarding income, expenses and debt service as Lender may reasonably request to
<br />confirm the certified public accountant's calculation of "Net Cash Flow," "Net Operating
<br />Income," and "Operating Expenses."
<br />In addition to the annual payments described in the preceding paragraph, if and each time
<br />Developer refinances a "Project Loan," as defined in the Development Agreement, Developer
<br />must make an additional payment to Lender, for application to the outstanding principal and
<br />accrued, unpaid interest, if any, due under this Promissory Note, in an amount equal to 20% of
<br />the difference between the principal amount of the new Project Loan and the amount of the
<br />outstanding principal and accrued, unpaid interest under the Project Loan that is being
<br />refinanced. Notwithstanding the foregoing, if Developer refinances a Project Loan to obtain
<br />additional funds that are necessary to complete the initial construction of the Minimum
<br />Improvements, Developer is not obligated to pay Lender 20% of the amount of the new loan that
<br />Developer uses to pay costs of completing the initial construction of the Minimum
<br />Improvements.
<br />The entire outstanding principal amount of this Promissory Note and all accrued interest,
<br />if any, is due and payable in full upon the earlier of April 1, 2025 or the date there is a "Sale of
<br />the Development Property," as defined in the Development Agreement.
<br />Borrower may prepay this Promissory Note, in whole or in part, at any time and, if in
<br />part, from time to time, during the entire term of this Promissory Note. All payments shall be
<br />applied first to the payment of accrued, unpaid late charges then to and accrued, unpaid interest,
<br />if any, with the balance, if any, applied to the reduction of principal.
<br />This Promissory Note is the note referred to as "Note No. 1" in the Development
<br />Agreement and in the Loan Agreement and is subject to the additional terms and conditions set
<br />forth in the Development Agreement, the Loan Agreement and each of the "Loan Documents,"
<br />as defined in the Loan Agreement.
<br />If a payment due hereunder is not made within five days after the date when due,
<br />Borrower shall pay to Lender a late payment charge of 5% of the amount of the overdue payment
<br />to compensate Lender for a portion of the cost related to handling the overdue payment. Failure
<br />to exercise any option provided herein shall not constitute a waiver of the right to exercise the
<br />same in the event of any subsequent default. Borrower agrees that if, and as often as, this Note is
<br />given to an attorney for collection or to defend or enforce any of Lender's rights hereunder,
<br />Borrower will pay to the Lender Lender's reasonable attorneys' fees together with all court costs
<br />and other expenses paid by Lender.
<br />Borrower waives presentment, protest and demand, notice of protest, demand and of
<br />dishonor and nonpayment of this Promissory Note and any lack of diligence or delays in
<br />collection or enforcement of this Note. Borrower agrees that this Promissory Note, or any
<br />payment hereunder, may be extended from time to time, and Borrower consents to the release of
<br />any party liable for the obligation evidenced by this Promissory Note, the release of any of the
<br />security for this Note, the acceptance of any other security therefore, or any other indulgence or
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