NOTE

 

Pittsburgh, Pennsylvania

FOR VALUE RECEIVED,                       , a            limited partnership ("Maker"), hereby promises to pay to the order of __________________, _____, a national banking association ("Bank"), the principal sum of                      Dollars ($         _____  ), or so much thereof as may be advanced pursuant to the Loan Agreement (hereinafter defined), together with interest thereon, as follows.

1.                  Definitions.  As used herein, the following terms shall have the indicated meanings:

"Assessment Rate" for any day shall mean the rate per annum (rounded upward to the nearest 1/100 of 1%) determined in good faith by Bank in accordance with its usual procedures (which determination shall be conclusive) to be the maximum rate per annum payable by a depository institution insured by the Federal Deposit Insurance Corporation (or any successor) for such day as an assessment for insurance on Dollar time deposits, exclusive of any credit that is or may be allowed against such annual assessment on account of assessment payments made or to be made by such depository institution.  The CD Rate shall be adjusted automatically as of the effective date of each change in the Assessment Rate.

"Business Day" shall mean any day other than a Saturday, Sunday, public holiday under the laws of the Commonwealth of Pennsylvania or other day on which banking institutions are authorized or obligated to close in Pittsburgh, Pennsylvania.

"CD Rate" for any day shall mean for each CD Rate Segment corresponding to a proposed or existing CD Rate Interest Period the rate per annum determined by Bank by adding (a) the rate per annum obtained by dividing (the resulting quotient to be rounded upward to the nearest 1/100 of 1%) (i) the rate of interest (which shall be the same for each day in such CD Rate Interest Period) determined in good faith by Bank in accordance with its usual procedures (which determination shall be conclusive) to be the average of the secondary market bid rates at or about 11:00 a.m., Eastern Time, on the first day of such CD Rate Interest Period by dealers of recognized standing in negotiable certificates of deposit for the purchase at face value of negotiable certificates of deposit of major money center banks for delivery on such day in amounts comparable to such CD Rate Segment and having maturities comparable to such CD Rate Interest Period by (ii) a number equal to 1.00 minus the CD Rate Reserve  Percentage for such CD Rate Interest Period plus (b) the Assessment Rate.  The "CD Rate" may also be expressed by the following formula:

[  average of the secondary                              ]

[ market bid rates determined                          ]

[  by Bank as set forth above                           ]

CD Rate =        [                                                                       ] + Assessment Rate

[   1.00 - CD Rate Reserve                               ]

[          Percentage                                            ]

"CD Rate Interest Period" shall mean a period of 30, 60, 90 or 180 days for which Maker has selected the CD Rate Option to apply to a CD Rate Segment.  Each CD Rate Interest Period which would otherwise end on a day which is not a Business Day shall be extended to the next succeeding Business Day.

"CD Rate Option" shall have the meaning assigned to that term in paragraph 2 hereof.

"CD Rate Portion" shall mean at any time the portion, including the whole, of the Loan bearing interest at such time under the CD Rate Option.

"CD Rate Reserve Percentage" for any day in any CD Rate Interest Period shall mean the percentage (expressed as a decimal, rounded upward to the nearest 1/100 of 1%), as determined in good faith by Bank (which determination shall be conclusive), which is in effect on such day as prescribed by the Board of Governors of the Federal Reserve System (or any successor) representing the maximum reserve requirement (including without limitation supplemental, marginal and emergency reserve requirements) for a member bank of such System in respect of nonpersonal time deposits in Dollars in the United States having a maturity comparable to such CD Rate Interest Period.  The CD Rate shall be adjusted automatically as of the effective date of each change in the CD Rate Reserve Percentage.

"CD Rate Segment" at any time shall mean the entire principal amount of the CD Rate Portion to which at such time there is applicable a particular CD Rate Interest Period beginning on a particular day and ending on a particular day.  (By definition, the CD Rate Portion is at all times composed of an integral number of discrete CD Rate Segments and the sum of the principal amounts of all CD Rate Segments at any time equals the principal amount of the CD Rate Portion at such time.)

"Corresponding Source of Funds" shall mean (a) in the case of any CD Rate Segment, the proceeds of hypothetical issuances by Bank of one or more of its certificates of deposit at the beginning of the CD Rate Interest Period corresponding to such CD Rate Segment, having maturities approximately equal to such CD Rate Interest Period and in an aggregate amount approximately equal to such CD Rate Segment, and (b) in the case of any Euro-Rate Segment, the proceeds of hypothetical receipts by Bank of one or more Dollar deposits in the interbank eurodollar market at the beginning of the Euro-Rate Interest Period corresponding to such Euro-Rate Segment, having maturities approximately equal to such Euro-Rate Interest Period and in an aggregate amount approximately equal to such Euro-Rate Segment.

"Default Rate" shall mean (a) with respect to any part of the Prime Rate Portion, a rate per annum equal to 4% above the Prime Rate Option, (b) with respect to any part of any Segment (i) until the end of the Interest Period for such Segment, a rate per annum equal to 4% above the rate otherwise applicable to such Segment and (ii) thereafter, a rate per annum equal to 4% above the Prime Rate Option and (c) with respect to any other amount payable to Bank hereunder or under any other Loan Document, a rate per annum equal to 4% above the Prime Rate Option.

"Dollar", "Dollars" and "$" shall mean lawful money of the United States of America.

"Euro-Rate" for any day shall mean for each Euro-Rate Segment corresponding to a proposed or existing Euro-Rate Interest Period the rate per annum determined by Bank by dividing (the resulting quotient to be rounded upward to the nearest 1/100 of 1%) (a) the rate of interest (which shall be the same for each day in such Euro-Rate Interest Period) determined in good faith by Bank in accordance with its usual procedures (which determination shall be conclusive) to be the average of the rates per annum for deposits in Dollars offered to major money center banks in the London interbank market at approximately 11:00 o'clock a.m., London time, two London Business Days prior to the first day of such Euro-Rate Interest Period for delivery on the first day of such Euro-Rate Interest Period in amounts comparable to such Euro-Rate Segment and having maturities comparable to such Euro-Rate Interest Period by (b) a number equal to 1.00 minus the Euro-Rate Reserve Percentage.  The "Euro-Rate" may also be expressed by the following formula:

                              [average of the rates offered to major money                                      ]

                              [center banks in the London interbank market                                     ]

Euro-Rate        =    [as determined by Bank as set forth above                                          ]

                              [1.00 - Euro-Rate Reserve Percentage                                                  ]

"Euro-Rate Interest Period" shall mean a period of one, two, three or six months for which Maker has selected the Euro-Rate Option to apply to a Euro-Rate Segment.  Each Euro-Rate Interest Period shall begin on a London Business Day, and the term "month", when used in connection with a Euro-Rate Interest Period shall be construed in accordance with prevailing practices in the interbank eurodollar market at the commencement of such Euro-Rate Interest Period, as determined in good faith by Bank (which determination shall be conclusive).

"Euro-Rate Option" shall have the meaning assigned to that term in paragraph 2 hereof.

"Euro-Rate Portion" shall mean at any time the portion, including the whole, of the Loan bearing interest at such time under the Euro-Rate Option.

"Euro-Rate Reserve Percentage" for any day shall mean the percentage (expressed as a decimal, rounded upward to the nearest 1/100 of 1%), as determined in good faith by Bank (which determination shall be conclusive), which is in effect on such day as prescribed by the Board of Governors of the Federal Reserve System (or any successor) representing the maximum reserve requirement (including, without limitation, supplemental, marginal and emergency reserve requirements) with respect to eurocurrency funding (currently referred to as "Eurocurrency liabilities") of a member bank in such System.  The Euro-Rate shall be adjusted automatically as of the effective date of each change in the Euro-Rate Reserve Percentage.

"Euro-Rate Segment" at any time shall mean the entire principal amount of the Euro-Rate Portion to which at such time there is applicable a particular Euro-Rate Interest Period beginning on a particular day and ending on a particular day.  (By definition, the Euro-Rate Portion is at all times composed of an integral number of discrete Euro-Rate Segments and the sum of the principal amounts of all Euro-Rate Segments at any time equals the principal amount of the Euro-Rate Portion at such time.)

"Event of Default" shall have the meaning assigned to that term in Section 4.01 of the Mortgage.

"Extension Option" shall mean the First Extension Option or the Second Extension Option.

"First Extended Maturity Date" shall have the meaning assigned to that term in paragraph 5 hereof.

"First Extension Option" shall have the meaning assigned to that term in paragraph 5 hereof.

"Funding Breakage Date" and "Funding Breakage Indemnity" shall have the meanings assigned to those terms in paragraph 3 hereof.

"Governmental Authority" shall have the meaning assigned to that term in the Loan Agreement.

"Improvements" shall have the meaning assigned to that term in the Loan Agreement.

"Initial Maturity Date" shall have the meaning assigned to that term in paragraph 5 hereof.

"Interest Period" shall mean any CD Rate Interest Period or Euro-Rate Interest Period.

"Interest Rate Option" shall have the meaning assigned to that term in paragraph 2 hereof.

"Law" shall have the meaning assigned to that term in the Loan Agreement.

"Loan" shall mean the $               loan to be made by Bank to Maker pursuant to the Loan Agreement and evidenced by this Note.

"Loan Advance" shall have the meaning assigned to that term in the Loan Agreement.

"Loan Agreement" shall mean the Construction Loan Agreement of even date herewith between Maker and Bank pursuant to which this Note has been issued, as the same may be amended, modified or supplemented from time to time.

"Loan Documents" shall have the meaning assigned to that term in the Loan Agreement.

"London Business Day" shall mean a day for dealing in deposits in Dollars by and among banks in the London interbank market and which is a Business Day.

"Maturity Date" shall mean the Initial Maturity Date or, if one or more of the Extension Options are duly exercised, the First Extended Maturity Date or the Second Extended Maturity Date, as the case may be.

"Mortgage" shall have the meaning assigned to that term in the Loan Agreement.

"Mortgaged Property" shall have the meaning assigned to that term in the Mortgage.

"Person" shall have the meaning assigned to that term in the Loan Agreement.

"Prime Rate" shall mean the interest rate per annum announced from time to time by Bank as its Prime Rate.  The Prime Rate may be greater or less than other interest rates charged by Bank to other borrowers and is not solely based or dependent upon the interest rate which Bank may charge any particular borrower or class of borrowers.

"Prime Rate Option" shall have the meaning assigned to that term in paragraph 2 hereof.

"Prime Rate Portion" shall mean at any time the portion, including the whole, of the Loan bearing interest at such time under the Prime Rate Option.

"Project Cash Flow" shall mean for any period (a) the sum of Project Operating Income, prepaid rent from tenants of the Mortgaged Property, unearned income of Maker (such as dividends and interest) and proceeds from borrowed money (other than Loan Advances) received by Maker for such period, less (b) Project Operating Expenses for such period.

"Project Debt Service" for any period shall mean principal, interest and other charges payable under this Note or any other Loan Documents for such period.

"Project Debt Service Coverage Ratio" for any period shall mean the ratio of (a) Project Operating Income (excluding however revenues from leases with terms of six months or less [, leases whose tenants are in material default thereunder] and leases whose tenants are insolvent or in bankruptcy proceedings) for such period, less Project Operating Expenses for such period, to (b) Project Debt Service for such period.

"Project Operating Expenses" for any period shall mean all expenses incurred for such period in the normal course of operating the Mortgaged Property (excluding interest and other charges payable on the Loan), including but not limited to maintenance fees, real estate taxes and insurance premiums, expenses and capital expenditures related to the repair and maintenance of the Mortgaged Property, expenses related to the management, leasing and marketing of the Mortgaged Property, and all legal and accounting expenses.  Project Operating Expenses shall be determined on a cash basis method, except that any expense otherwise defined as a Project Operating Expense which is regularly incurred on a yearly, quarterly, bimonthly, semiannual or biannual basis, or at any other regular interval spanning more than one month, shall be amortized over the number of months included within that interval for the purpose of calculating Project Operating Expenses.

"Project Operating Income" for any period shall mean the gross income and revenues for such period (determined on a cash basis method) derived in any manner whatsoever from the operation of the Mortgaged Property, including but not limited to rents (fixed, minimum, guaranteed, additional, overage, percentage, participation and any other type or kind), fees, charges (including, without limitation, escalation or contribution charges), business interruption insurance, or otherwise for the use or occupancy of all or any part of the Mortgaged Property, or for any services, equipment or furnishings provided in connection with such use or occupancy, including without limitation vending machine income, forfeited deposits, fees from amenities offered at the Mortgaged Property, utility income and reimbursement for Project Operating Expenses.  Project Operating Income shall specifically exclude any unearned income (such as dividends and interest), proceeds from hazard insurance or condemnation awards, security deposits, prepaid rent, and any payment received by Maker representing proceeds of borrowed money.

"Second Extended Maturity Date" shall have the meaning assigned to that term in paragraph 5 hereof.

"Second Extension Option" shall have the meaning assigned to that term in paragraph 5 hereof.

"Segment" shall mean any CD Rate Segment or Euro-Rate Segment.

"Treasury Rate" as of any Funding Breakage Date shall mean the rate per annum determined by the applicable Lender (which determination shall be conclusive) to be the semiannual equivalent yield to maturity (expressed as a semiannual equivalent and decimal and, in the case of United States Treasury bills, converted to a bond equivalent yield) for United States Treasury securities maturing on the last day of the corresponding Interest Rate Period and trading in the secondary market in reasonable volume (or if no such securities mature on such date, the rate determined by standard securities interpolation methods as applied to the series of securities maturing as close as possible to, but earlier than, such date, and the series of such securities maturing as close as possible to, but later than, such date).

2.                  Interest Rates.

(a)                Rate Options.  The unpaid principal amount of the Loan shall, subject to subparagraphs (b) and (c) of this paragraph 2, bear interest for each day on one or more bases selected by Maker from among the following interest rate options ("Interest Rate Options"), it being understood that subject to the provisions hereof Maker may select different Interest Rate Options to apply simultaneously to different parts of the Loan and may select different Segments to apply simultaneously to different parts of the CD Rate Portion or the Euro-Rate Portion:  (i) a rate per annum for each day equal to      % above the Prime Rate for such day (the "Prime Rate Option"), (ii) a rate per annum for each day equal to      % above the CD Rate for such day (the "CD Rate Option"), or (iii) a rate per annum for each day equal to      % above the Euro-Rate for such day (the "Euro-Rate Option").

(b)               [Rate Reduction.  At such time as Maker has maintained a Project Debt Service Coverage Ratio of at least       to 1 for each of      consecutive months after lien free completion of construction of the Improvements in accordance with Section 5.01 of the Loan Agreement, the interest rate under each Interest Rate Option shall be reduced   % as of the date Bank receives from Maker a written request for such reduction together  with evidence satisfactory to Bank that such condition has been satisfied; provided, however, that, if Maker fails to maintain a Project Debt Service Coverage of at least     to 1 for any month thereafter, the interest rate under each Interest Rate Option shall revert to its level before the above-described reduction, effective as of the first day of such month.]

(c)                Default Rate.  During the continuation of any default by Maker in the payment of principal of or interest on this Note, during the continuation of any Event of Default and/or after the maturity hereof (whether by acceleration or otherwise), both before and after judgment, the Loan shall bear interest at the Default Rate.

(d)               Calculations.  Each interest rate hereunder (i) shall be based on a year of 360 days and actual days elapsed and (ii) shall change automatically from time to time effective as of the effective date of each change in the Prime Rate, the Assessment Rate, the CD Rate Reserve Percentage or the Euro-Rate Reserve Percentage.

3.                  Interest Rate Selection; Reimbursement; Indemnity.

(a)                Selections, Conversions and Renewals.  Selections, conversions and renewals of Interest Rate Options shall be made as set forth in this paragraph 3.  Maker (i) shall, at least three Business Days prior to the making of a Loan Advance, give Bank notice of the Interest Rate Option or Options which it is selecting to apply to such Loan Advance, (ii) shall, at least three Business Days prior to the end of each Interest Period, give Bank notice of the Interest Rate Option or Options which it is selecting to apply to the corresponding Segment commencing on the day after the end of such Interest Period and (iii) may, on three Business Days' prior notice, select the CD Rate Option or the Euro-Rate Option to apply to all or part of the Prime Rate Portion, such notice under this clause (iii) to state the date of conversion which shall be a Business Day.  Each such notice shall be irrevocable and shall be made by giving Bank telephonic notice on or before the day such notice is required (to be confirmed in writing within three days thereafter) of (x) the Interest Rate Option or Options selected and the principal amounts of the Prime Rate Portion and each Segment of the CD Rate Portion and the Euro-Rate Portion, as the case may be, to be selected, converted to or renewed and (y) with respect to each such Segment to be selected, converted to or renewed, the Interest Period selected to apply to such Segment.  In the absence of the receipt of a telephonic notice from Maker required by clause (i) or (ii) above, Maker shall be deemed to have selected the Prime Rate Option.  Maker may not select the CD Rate Option or Euro-Rate Option if an Event of Default has occurred and is continuing and may not select an Interest Period which would end after the Maturity Date.

(b)               Limitations on Segments.  There shall be no more than five Segments at any time and each Segment shall be in an amount which is greater than or equal to $1,000,000 and which is an integral multiple of $100,000.

(c)                CD Rate or Euro-Rate Unascertainable; Impracticability.  If (i) on any date on which a CD Rate or Euro-Rate would otherwise be set Bank shall have determined in good faith (which determination shall be conclusive) that (A) adequate and reasonable means do not exist for ascertaining such CD Rate or Euro-Rate, (B) a contingency has occurred which materially and adversely affects the secondary market for negotiable certificates of deposit maintained by dealers of recognized standing or the interbank eurodollar market, as the case may be, or (C) the effective cost to Bank of funding a proposed CD Rate Segment or Euro-Rate Segment from a Corresponding Source of Funds shall exceed the CD Rate or the Euro-Rate, as the case may be, applicable to such Segment or (ii) at any time Bank shall have determined in good faith (which determination shall be conclusive) that the making, maintenance or funding of any part of the CD Rate Portion or Euro-Rate Portion has been made impracticable or unlawful by compliance by Bank in good faith with any Law or guideline or interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof or with any request or directive of any such Governmental Authority (whether or not having the force of law); then, and in any such event, Bank may notify Maker of such determination.  Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given) the obligation of Bank to allow Maker to select, convert to or renew the CD Rate Option or the Euro-Rate Option, as the case may be, shall be suspended until Bank shall have later notified Maker of Bank's determination in good faith (which determination shall be conclusive) that the circumstances giving rise to such previous determination no longer exist.

If Bank notifies Maker of a determination under clause (ii) of this paragraph 3(c), the CD Rate Portion or the Euro-Rate Portion, as the case may be, shall automatically be converted to the Prime Rate Option as of the date specified in such notice (and accrued interest thereon shall be due and payable on such date).

If at the time Bank makes a determination under clause (i) or (ii) of this paragraph 3(c) Maker previously has notified Bank that Maker wishes to select, convert to or renew the CD Rate Option or the Euro-Rate Option, as the case may be, but such Interest Rate Option has not yet gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of the Prime Rate Option instead of the CD Rate Option or the Euro-Rate Option, as the case may be.

(d)               Reimbursement for Increased Costs or Reduced Return.  If any Law or guideline or interpretation or application thereof by any Governmental Authority charged with the interpretation or administration thereof or compliance with any request or directive of any Governmental Authority (whether or not having the force of law) now existing or hereafter adopted (i) subjects Bank to any tax or changes the basis of taxation with respect to this Note, the Loan Agreement, the Loan or payments by Maker of principal, interest or other amounts due from Maker hereunder or thereunder (except for taxes on the overall net income or overall gross receipts of Bank imposed by the jurisdictions (federal, state and local) in which Bank's principal office is located), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, assets (funded or contingent) of, deposits with or for the account of, or other acquisition of funds by, Bank (other than requirements expressly included herein in the determination of the CD Rate or the Euro-Rate, as the case may be, hereunder), (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement against assets (funded or contingent) of, or credits or commitments to extend credit extended by, Bank, or otherwise applicable to the obligations of Bank under the Loan Agreement, or (iv) imposes upon Bank any other condition or expense with respect to this Note, the Loan Agreement or its making, maintenance or funding of any part of the Loan or any security therefor, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon Bank or, in the case of clause (iii) above, any Person controlling Bank, with respect to this Note, the Loan Agreement or the making, maintenance or funding of any part of the Loan (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on Bank's or such controlling Person's capital, taking into consideration Bank's or such controlling Person's policies with respect to capital adequacy) by an amount which Bank deems to be material (Bank being deemed for this purpose to have made, maintained or funded each Segment from a Corresponding Source of Funds), Bank may from time to time notify Maker of the amount determined in good faith (using any averaging and attribution methods) by Bank (which determination shall be conclusive) to be necessary to compensate Bank for such increase, reduction or imposition.  Such amount shall be due and payable by Maker to Bank five Business Days after such notice is given.

(e) Funding Breakage.  In the event that for any reason (i) Maker fails to convert or renew any part of the Loan which would, after such conversion or renewal, have a Euro-Rate Portion, after notice requesting such conversion or renewal has been given by the Borrower (whether such failure results from failure to satisfy applicable conditions to such conversion or renewal or otherwise), or (ii) any part of Euro-Rate Segment of any Euro-Rate Portion become due (by acceleration or otherwise), or is paid, prepaid or converted to another Interest Rate Option (whether or not such payment, prepayment or conversion is mandatory or automatic and whether or not such payment or prepayment is then due), on a day other than the last day of the corresponding Euro-Rate Interest Period, Maker shall indemnify Bank on demand against any loss, liability, cost or expense of any kind or nature which Bank may sustain or incur in connection with or as a result of such event.  Such indemnification in any event shall include an amount equal to the excess, if any, of (x) the aggregate amount of interest which would have accrued on the amount of the Euro-Rate Portion not so converted or renewed, or which so becomes due, or which is so paid, prepaid or converted, as the case may be, from and including the date on which such conversion or renewal would have been made pursuant to such notice, or on which such part of such Euro-Rate Segment so becomes due, or on which such part of such Euro-Rate Segment is so paid, prepaid or converted, as the case may be, to the last day of the Euro-Rate Interest Period applicable to such amount (or, in the case of a failure to convert or renew, the Funding Period that would have been applicable to such amount but for such failure), in each case at the applicable rate of interest for such Euro-Rate Portion provided for herein, over (y) the aggregate amount of interest (as determined in good faith by Bank) which would have accrued on such amount for such period by placing such amount on deposit for such period with leading banks in the interbank market.  A certificate by the Bank as to any amount that Bank is entitled to receive pursuant to this Section 3(e) shall be conclusive if made in good faith.

                        Such Funding Breakage Indemnity shall be due and payable on demand.  In addition, Maker shall, on the due date for payment of any Funding Breakage Indemnity, pay to such Lender an additional amount equal to interest on such Funding Breakage Indemnity from the Funding Breakage Date to but not including such due date at the Prime Rate Option (calculated on the basis of a year of 360 days and actual days elapsed).  The amount payable to Bank under this paragraph 3(e) shall be determined in good faith by Bank, and such determination shall be conclusive.

4.                  Interest Payment Dates.  Interest hereunder shall be due and payable on the first day of each calendar month after the date hereof.  After maturity hereof (by acceleration or otherwise), interest hereunder shall be due and payable on demand.

5.                  Maturity.  This Note shall mature on                   , 19   (the "Initial Maturity Date"); provided, however, that Maker shall, subject to the terms and conditions set forth herein, (a) have the option (the "First Extension Option") to extend the maturity hereof to                  (the "First Extended Maturity Date") and (b) if the First Extension Option has been duly exercised, have the option (the "Second Extension Option") to extend the maturity hereof to                 (the "Second Extended Maturity Date").  It is a condition to the exercise of each Extension Option that (a) Maker shall have given Bank written notice of the exercise of such Extension Option not less than 30 days and not more than 90 days prior to the Initial Maturity Date or the First Extended Maturity Date, as the case may be, in each case accompanied by a nonrefundable extension fee of $           , (b) the Improvements shall have been completed in accordance with the requirements of Section 5.01 of the Loan Agreement, (c) Maker shall have complied with Sections 2.05 and 2.06 of the Loan Agreement, [(d) in the case of the First Extension Option, the Project Debt Service Coverage Ratio for each of the last    full calendar months prior to the Initial Maturity Date shall not be less than    to 1] [here insert special conditions for the particular transaction], [(e)] no Event of Default shall have occurred and be continuing either at the time such Extension Option is exercised or on the Initial Maturity Date or the First Extended Maturity Date, as the case may be, and [(f)] Maker shall have delivered to Bank a written certification as to each of the foregoing.  On the Maturity Date the entire unpaid principal balance hereof, together with accrued interest thereon, shall become due and payable in full.

6.                  Prepayments.

(a)                Optional.  Maker shall have the right at its option to prepay this Note in whole at any time or in part from time to time without premium or penalty (subject to the provisions of paragraph 3(e) hereof).

(b)               Mandatory.  Within fifteen days after the end of each calendar month, Maker shall make a mandatory prepayment of principal on the Loan in an amount equal to Project Cash Flow for such month remaining after (i) payment of interest on the Loan accruing in such month and (ii) deduction of the amount, if any, which must be retained to maintain Maker's working capital at $            .

(c)                Notice of Prepayment.  Maker shall give Bank not less than three Business Days' prior notice of any prepayment permitted or required by this paragraph 6, specifying the date of prepayment (which shall be a Business Day and, in the case of a prepayment under paragraph 6(b), shall be within the time period required for such prepayment), the total principal amount of such prepayment and the principal amounts of the Prime Rate Portion and each part (which shall be an entire Segment in the case of paragraph 6(a), but may be part of a Segment to the extent necessary to comply with paragraph 6(b)) of the CD Rate Portion and Euro-Rate Portion, as the case may be, to be prepaid.  Such notice of prepayment having been given, on the date specified in such notice, the Prime Rate Portion and each part of the CD Rate Portion and the Euro-Rate Portion specified in such notice, together with interest on each such principal amount to such date, shall be due and payable.  If Maker is required to give notice of a prepayment under paragraph 6(b) hereof but for any reason fails to do so, the amount as to which Maker is required to have given notice of prepayment shall nevertheless be due and payable as of the date required to have been prepaid.

7.                  Payments.  All payments (including prepayments) to be made in respect of principal, interest or other amounts due from Maker hereunder or under any other Loan Document shall be payable at 12:00 Noon, Pittsburgh time, on the day when due.  Such payments shall be made to Bank at its office at One _____ Bank Center, Pittsburgh, Pennsylvania 15258, in Dollars in funds immediately available at such office without setoff, counterclaim or other deduction of any nature.  Any such payment received by Bank after 12:00 Noon, Pittsburgh time, on any day shall be deemed to have been received on the next succeeding Business Day.    Whenever any payment to be made under this Note or any other Loan Document shall be stated to be due on a day which is not a Business Day, such payment shall be made on the next following Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment.  To the extent permitted by law, after there shall have become due (by acceleration or otherwise) interest or any other amounts due from Maker hereunder or under any other Loan Document, such amounts shall bear interest for each day until paid (before and after judgment), payable on demand, at the Default Rate.

8.                  Late Charge.  In the event that any installment of interest, principal, principal and interest or escrow deposit shall become overdue for a period in excess of ten days, a "late charge" in the amount of 4% of such overdue installment shall be paid by Maker to Bank, which "late charge" shall be payable on demand.  This charge shall be in addition to, and not in lieu of, any other remedy Bank may have and is in addition to any reasonable fees and charges of any agents or attorneys which Bank is entitled to employ on any default hereunder, whether authorized herein, or by law.

9.                  Default.  If an Event of Default shall occur Bank may accelerate the indebtedness evidenced hereby in accordance with the provisions of the Mortgage and the Loan Agreement and may exercise the other rights and remedies provided it in the Mortgage, the Loan Agreement and the other Loan Documents, as well as those it may have at law or in equity.

10.              Miscellaneous.  This Note evidences the Loan and all other amounts payable by Maker hereunder or under any other Loan Document.  This Note is the "Note" referred to in, and is entitled to the benefits of, the Loan Agreement and the Mortgage, which among other things provide for the acceleration of the maturity hereof upon the occurrence of certain events and for prepayments in certain circumstances and upon certain terms and conditions.  This Note is secured by and is entitled to the benefits of the Mortgage and the other Loan Documents.

The unpaid principal amount of this Note, the unpaid interest accrued hereon, the interest rate or rates applicable to such unpaid principal amount and the duration of such applicability shall at all times be ascertained from the records of Bank, which shall be conclusive absent manifest error.

Maker hereby expressly waives presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Note, the Loan Agreement, the Mortgage and the other Loan Documents, and an action for amounts due hereunder or thereunder shall immediately accrue.

All notices, requests, demands, directions and other communications (collectively, "notices") under the provisions hereof shall be in writing (including telexed communication) unless otherwise expressly permitted hereunder, shall be sent as provided in the Mortgage and shall be effective when received.  Bank may rely on any notice (including telephoned communication) purportedly made by or on behalf of Maker, and shall have no duty to verify the identity or authority of the person giving such notice.

If this Note is placed in the hands of an attorney at law for collection by reason of default on the part of Maker, Maker hereby agrees to pay to Bank in addition to the sums stated above, the reasonable costs of collection, including a reasonable sum as attorneys' fees.

This Note may not be amended, modified or supplemented orally.

If any term or provision of this Note or the application thereof to any Person or circumstance shall to any extent be invalid or unenforceable, the remainder of this Note, or the application of such term or provision to Persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each term and provision of this Note shall be valid and enforceable to the fullest extent permitted by law.

This Note shall be governed by, and construed and enforced in accordance with, the laws of the Commonwealth of Pennsylvania.

This obligation shall bind Maker and its successors and assigns, and the benefits hereof shall inure to Bank and its successors and assigns.

[The liability of the partners of Maker for the obligations of Maker hereunder shall be limited as provided in Section 5.16 of the Mortgage.]

[UPON THE OCCURRENCE OF AN EVENT OF DEFAULT, MAKER HEREBY EMPOWERS ANY ATTORNEY OF ANY COURT OF RECORD WITHIN THE UNITED STATES OF AMERICA, OR ELSEWHERE, TO APPEAR FOR MAKER AND, WITH OR WITHOUT COMPLAINT FILED, CONFESS JUDGMENT, OR A SERIES OF JUDGMENTS, AGAINST MAKER IN FAVOR OF ANY HOLDER HEREOF, AS OF ANY TERM, FOR THE UNPAID BALANCE OF THE PRINCIPAL AMOUNT OF THIS NOTE AND OTHER SUMS PAYABLE BY MAKER UNDER THE LOAN DOCUMENTS, TOGETHER WITH UNPAID INTEREST ON SAID PRINCIPAL AMOUNT AND SAID OTHER SUMS AT THE RATE PROVIDED IN THIS NOTE, COSTS OF SUIT AND OTHER EXPENSES IN CONNECTION THEREWITH, TOGETHER WITH AN ATTORNEY’S REASONABLE COMMISSION FOR COLLECTION, ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE FORTHWITH; PROVIDED THAT SUCH JUDGMENTS MAY BE USED BY SUCH HOLDER ONLY IN AID OF EXECUTION ON THE MORTGAGED PROPERTY.  MAKER HEREBY WAIVES ANY RIGHT IT MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT IT HAS BEEN REPRESENTED BY COUNSEL.  NOTE: THE FOREGOING PROVISO SHOULD BE USED FOR ALL PENNSYLVANIA PROJECTS].

 

 

IN WITNESS WHEREOF, Maker has duly executed and delivered this Note as of the date first above written.

[NAME OF BORROWER]

 

 

 

 

By                                                                         

 

 

 

 

 

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