EXHIBIT 10.59
CONVENIENCE STORE FINANCE COMPANY, LLC
CSFC 1999 LOAN PROGRAM
CSFC Loan # 250
SECURED PROMISSORY NOTE
This secured promissory note (this "Note") is made in connection with
the Loan and Security Agreement, dated as of the date hereof (the "Loan
Agreement"), by and between LLO-GAS, INC., a Delaware corporation (the
"Borrower"), and CONVENIENCE STORE FINANCE COMPANY, LLC, a Delaware limited
liability company (together with its successors and assigns, "CSFC"). All terms
used herein and not otherwise defined herein shall have the meaning accorded to
such terms in the table set forth below and in the Loan Agreement. This Note is
entitled to the benefits of and is secured by the pledge, liens, security,
title, rights and security interests granted under the Loan Agreement, the
Mortgages and the other Loan Documents, as the same may be amended, supplemented
or renewed, from time to time and evidences a loan (the "Loan") made to Borrower
by CSFC in accordance with the Loan Agreement.
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Date of Note: October 26, 1999
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Borrower: LLO-GAS, INC.,
a Delaware corporation
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Principal Amount: $700,000.00
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First Payment Date: December 11, 1999
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Interest Rate: 10.75% per annum
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Funding Date Payment: $3,344.44
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Stated Payment Amount: $7,914.85
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Lockout Period: A period commencing on the Date of Note
and ending on the third anniversary of
the first Payment Date
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Amortization Period: A period of 180 months commencing on the
eleventh day of the month following the
Date of Note (or on the Date of Note if
such date is the eleventh day of a
month).
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Maturity Date: November 11, 2014
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Defeasance Period A period (i) commencing on the earlier
of (x) the third anniversary of the
first Payment Date and (y) two years
after the securitization of the Loan by
CSFC, and (ii) ending on the Maturity
Date
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1. Payments of Principal. Borrower hereby promises to pay to the order of
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CSFC the Principal Amount outstanding under this Note (x) in monthly
installments from the date of the First Payment Date through the Maturity Date,
(y) at the option of Borrower, in full but not in part as permitted under the
Defeasance Option specified in Section 4 hereof, and (z) in full either at such
time as this Note is accelerated under Section 5 hereof or matures under Section
3 hereof.
2. Interest. Interest will accrue and be charged on the Principal Amount
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outstanding, from time to time (i) except as provided in clause (ii), at the
Interest Rate, and (ii) upon and during the continuation of an Event of Default,
at a rate per annum equal to the sum of (x) the Interest Rate plus (y) 500 basis
points ("Default Rate"). Borrower promises to pay interest to the order of CSFC
in arrears on each Payment Date (as defined below) except as provided in Section
3.a.ii hereof. All calculations of interest shall be computed on the basis of a
360-day year and charged on the basis of actual days elapsed for any whole or
partial month in which interest is being calculated ("Actual/360"). Borrower
acknowledges that interest calculated on an Actual/360 basis exceeds interest
which is calculated on a basis of a 360-day year consisting of 12 months of 30
days each ("30/360") and, therefore, a greater portion of each monthly
installment of principal and interest will be applied to interest using the
Actual/360 basis than would be the case if interest accrued on a 30/360 basis.
In no event shall Borrower's interest payment obligations or the amounts of
interest payable, contracted for, charged or received under or in connection
with this Note exceed the limitations set forth in Section 8 hereof.
3. Form, Place and Timing of Payments. Borrower agrees to make all
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payments, or cause all payments to be made, under this Note to the order of CSFC
in lawful money of the United States of America and in immediately available
funds, at such place or places and by such method or methods (including wire
transfer or bank account debit) as CSFC shall direct.
a. Payment and Amortization Schedule; Maturity.
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i. A "Payment and Amortization Schedule" is attached hereto as
Schedule 3.a.i. and made a part hereof, which schedule is calculated based on
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amortization of the Principal Amount over the Amortization Period.
ii. On the date of funding, Borrower's Funding Date Payment is
due. The Funding Date Payment equals the amount of the interest payable for the
period from the date of the funding of the Note, through and including the tenth
(10th) day of the month immediately following the month in which funding occurs
(unless funding has occurred on the first day of the month in which case, said
interest is payable under Section 3.a.iii hereof).
iii. Commencing on the First Payment Date, and on the eleventh
(11th) day of each month the reafter (each a "Payment Date"), Borrower agrees to
pay the Stated Payment Amount until the earliest of the acceleration, exercise
of the Defeasance Option or Maturity Date of this Note, as the case may be.
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iv. The Principal Amount outstanding on the Maturity Date,
together with any and all accrued and unpaid interest, charges, fees and
expenses, shall be due and payable on the Maturity Date.
b. Timing of Payments. Whenever a payment to be made under this Note
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becomes due and payable on a Saturday or Sunday or on a legal holiday or a date
on which banking institutions located in the State of New York are authorized or
required to close, such payment shall be made on the next succeeding business
day.
c. Late Payment Charge. If CSFC has not received on any Payment
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Date, on the Maturity Date, or on any other date on which any payment is due
(whether due to acceleration or otherwise) the full amount due on such Payment
Date, Maturity Date or other date, as the case may be, Borrower promises to pay
to the order of CSFC, promptly on demand, a late payment charge in the amount
equal to the product of (x) the difference between (1) the amount due on such
due date and (z) the amount actually received on such due date, and (y) 0.05.
4. Defeasance Option. This Note, and the Obligations outstanding
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hereunder, may not be prepaid in whole or in part. However, notwithstanding the
foregoing:
I. So long as no Event of Default shall have occurred and be
continuing, at any time during the Defeasance Period, Borrower may cause the
release of the Collateral and the Properties from the lien of the Loan Documents
upon the satisfaction of the following conditions (such release of the lien and
satisfaction of such conditions referred to herein as the "Defeasance Option"):
(i) not less than thirty (30) days and not more than sixty (60) days
prior written notice shall be given to CSFC specifying a Payment Date on
which the Defeasance Collateral (as hereinafter defined) is to be delivered
(such Payment Date, the "Release Date");
(ii) all accrued and unpaid interest and all other sums then due under
this Note and under the other Loan Documents up to the Release Date,
including, without limitation, all costs and expenses incurred by CSFC or
its agents in connection with such release (including, without limitation,
the fees and expenses incurred by attorneys and accountants in connection
with the review of the proposed Defeasance Collateral and the preparation
of the Defeasance Loan Agreement (as hereinafter defined) and related
documentation and any revenue, documentary stamp or intangible taxes or any
other tax or charge due in connection with the transfer of the Note or
otherwise required to accomplish the agreements of this Section 4(I), and
all fees, costs and expenses incurred or to be incurred by Lender in the
purchase of such U.S. Obligations and the assumption payments referred to
herein), shall be paid in full on or prior to the Release Date; and
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(iii) Borrower shall deliver to CSFC on or prior to the Release Date:
(A) an amount (in immediately available funds) equal to the
remaining principal amount of this Note and the Yield
Maintenance Premium (hereinafter defined), if any, sufficient
to purchase direct, non-callable obligations of the United
States of America (the "Defeasance Collateral") that provide
for payments prior, but as close as possible, to all successive
monthly Payment Dates occurring after the Release Date through
the Maturity Date (and assuming the Loan is paid in full on the
Maturity Date), with each such payment being equal to or
greater than the amount of the corresponding installment of
principal and interest required to be paid under this Note (the
"Defeasance Deposit"). The Defeasance Deposit shall be used to
purchase the Defeasance Collateral. Each instrument evidencing
such Defeasance Collateral shall be duly endorsed by the holder
thereof as directed by CSFC or accompanied by a written
instrument of transfer in form and substance wholly
satisfactory to CSFC (including, without limitation, such
instruments as may be required by the depository institution
holding such securities to effectuate book-entry transfers and
pledges through the book-entry facilities of such institution)
in order to create a first priority security interest therein
in favor of CSFC in conformity with all applicable state and
federal laws governing granting of such security interests;
(B) a pledge and security agreement, in form and substance
satisfactory to CSFC in its sole discretion, creating a first
priority security interest in favor of CSFC in the Defeasance
Deposit and the Defeasance Collateral (the "Defeasance Loan
Agreement"), which Defeasance Loan Agreement shall provide,
among other things, that any excess payments received by CSFC
from the Defeasance Collateral over the amounts payable by
Borrower hereunder shall be refunded to Borrower.
(C) a certificate of Borrower in form and substance satisfactory to
CSFC in its sole discretion certifying that all of the
requirements set forth in this Section 4 have been satisfied;
(D) an opinion of counsel for Borrower in form and substance and
delivered by counsel satisfactory to CSFC in its sole
discretion stating, among other things, that CFSC has a
perfected first priority security interest in the Defeasance
Deposit and the Defeasance Collateral purchased on behalf of
Borrower and that the Defeasance Loan Agreement is enforceable
against Borrower in accordance with its terms;
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(E) a certificate from a firm of independent public accountants
acceptable to CSFC certifying that the Defeasance Collateral is
sufficient to satisfy the provisions of Section A above; and
(F) evidence in writing from each Rating Agency (as defined
hereinafter) selected by CSFC to the effect that such release
will not result in a re-qualification, reduction or withdrawal of
any rating in effect immediately prior to such defeasance for any
Securities (as hereinafter defined); and
(G) such other certificates, documents or instruments as CSFC may
reasonably request.
II. Upon compliance with the requirements of this Section 4 and with the
requirements of Section 4 of each of the other Notes, the Collateral and the
Properties shall be released from the lien of the Loan Documents and the
Defeasance Collateral shall constitute the only collateral which shall secure
the Obligations and CSFC will, at Borrower's expense, execute and deliver any
agreements reasonably requested by Borrower to release the lien of CSFC on the
Collateral and the Properties. Borrower, pursuant to the Defeasance Loan
Agreement, shall authorize and direct that the payments received from Defeasance
Collateral be made directly to CSFC and applied to satisfy the Obligations.
III. Upon the release of the Collateral and the Properties and substitution
of the Defeasance Collateral in accordance with this Section 4, Borrower shall,
upon the direction of CSFC, assign all of its Obligations, together with the
Defeasance Collateral, to a successor entity selected by CSFC. The Borrower and
such successor entity shall execute an assignment and assumption agreement in
form and substance satisfactory to CSFC in its sole discretion pursuant to which
the successor entity shall assume the Obligations in their entirety (including,
without limitation, under the Defeasance Loan Agreement). As conditions to the
effectiveness of such assignment and assumption, Borrower shall (i) deliver or
cause to be delivered to CSFC an opinion of counsel to Borrower (satisfactory
to CSFC in its sole discretion) in form and substance satisfactory to CSFC in
its sole discretion with respect to, among other things, the enforceability of
the assignment and assumption agreement, the Obligations and the applicable
agreements, instruments and documents (including, without limitation, the Loan
Documents) against the successor entity and (ii) pay all costs and expenses
incurred by CSFC, its agents and representatives in connection with the
foregoing. Upon the effectiveness of the assignment and assumption, Borrower
shall be relieved of all Obligations other than those specifically intended to
survive the termination, satisfaction or assignment of the Obligations or the
exercise by CSFC of it rights and remedies with respect to the Obligations.
IV. Upon the release of the Collateral and Properties in accordance with
this Section 4, Borrower shall have no further right to prepay this Note
pursuant to the other provisions of this Section 4 or otherwise. In connection
with the conditions set forth in Subsection I(A) above,
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Borrower hereby appoints CSFC as its agent and attorney-in-fact for the purpose
of purchasing the Defeasance Collateral with funds provided by the Borrower.
Borrower shall pay any and all expenses incurred in the purchase of the
Defeasance Collateral and any revenue, documentary stamp or intangible taxes or
any other tax or charge due in connection with the transfer of this Note or
otherwise required to accomplish the agreements of this Section 4.
V. For purposes of this Note and the other Loan Documents, the term
"Yield Maintenance Premium" shall mean the amount, if any, which, when added to
the remaining principal amount of the Note, will be sufficient to purchase the
Defeasance Collateral.
5. Acceleration; Expenses. (a) If an Event of Default occurs, the
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entire Principal Amount may be accelerated by CSFC and CSFC may pursue it
remedies against Borrower and the personal and real property that secures
Borrower's Obligations, including Borrower's obligation to pay the Principal
Amount evidenced by this Note, from time to time and in such order as CSFC shall
determine. If an Event of Default described in Section 6.1.3 of the Loan
Agreement occurs, all Obligations including, without limitation, the entire
Principal Amount, shall be automatically accelerated without presentment,
demand, protest or notice of any kind. Upon acceleration of the Obligations,
Borrower hereby agrees to pay to the order of CSFC on the date of acceleration
an amount equal to (i) the full Principal Amount of this Note which remains
unpaid as of such date, plus (ii) all accrued and unpaid interest thereon and
all other amounts due and owing hereunder (including, without limitation, any
late payment charges) and under the other Loan Documents, plus (iii) all costs
of collection (including, without limitation, reasonable and actual attorneys'
fees and disbursements, whether or not a suit is commenced), which amounts (and
all other amounts which are due and payable by Borrower) shall be added to the
Principal Amount of this Note and will bear interest at the Default Rate, plus
(iv) the Default Repayment Amount (as herein defined).
(b) Simultaneously with each Default Repayment (as hereinafter
defined) occurring prior to the Maturity Date, Borrower shall pay to CSFC an
amount (the "Default Repayment Amount") equal to the greater of: (A) three (3%)
percent of the principal amount of this Note 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 Note and on the Maturity Date, discounted at the
Reinvestment Yield (as hereinafter defined) for the number of months remaining
from the date of the Default Repayment (the "Repayment Date") to each such
monthly Payment Date and the Maturity Date. The term "Reinvestment Yield" as
used herein shall be equal to the lesser of (a) the (i) yield on the U.S.
Treasury issue (primary issue) with the same maturity date as the Maturity Date;
or (ii) if no such U.S. Treasury issue is available, then the interpolated yield
on the two U.S. Treasury issues (primary issues) with maturity dates (one prior
to and one following) that are closest to the Maturity Date; or (b) the (i)
yield on the U.S. Treasury issue (primary issue) with a term equal to the
remaining average life of the Obligations, or (ii) if no such U.S. Treasury
issue is available, then the interpolated yield on the two U.S. Treasury issues
(primary issues) with terms (one prior to and one following) that are closest to
the remaining average life of the Obligations, with each
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such yield being based on the bid price for such issue as published in The Wall
Street Journal on the date that is 14 days prior to the Repayment Date (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. The term "Payment Differential" as used herein shall be equal to (x) the
Interest Rate minus the Reinvestment Yield, divided by (y) 12 and multiplied by
(z) the principal sum being repaid on such Repayment Date after application of
the Monthly Payment (if any) due on the date of the Default Repayment, provided
that the Payment Differential shall in no event be less than zero. In no event,
however, shall CSFC be required to reinvest any repayment proceeds in U.S.
Treasury obligations or otherwise.
For purposes of this Note, the term "Default Repayment" shall mean a
repayment of all or any portion of the principal amount of this Note made during
the continuance of any Event of Default or after an acceleration of the Maturity
Date under any circumstances, including, without limitation, a repayment
occurring in connection with reinstatement of the Mortgage provided by statute
under foreclosure proceedings or exercise of a power of sale, any statutory
right of redemption exercised by Borrower or any other party having a statutory
right to redeem or prevent foreclosure, any sale in foreclosure or under
exercise of a power of sale or otherwise.
6. WAIVERS AND SPECIAL AGREEMENTS: BORROWER HEREBY MAKES AND
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ACKNOWLEDGES THAT IT MAKES ALL OF THE WAIVERS AND SPECIAL AGREEMENTS ("WAIVERS")
SET FORTH IN THIS NOTE KNOWINGLY, INTENTIONALLY, VOLUNTARILY, WITHOUT DURESS,
AND ONLY AFTER EXTENSIVE CONSIDERATION OF THE RAMIFICATIONS OF SUCH WAIVERS WITH
ITS ATTORNEY; BORROWER FURTHER ACKNOWLEDGES THAT BORROWER UNDERSTANDS THE RIGHTS
BEING WAIVED AND THAT THE WAIVERS ARE A MATERIAL INDUCEMENT TO CSFC TO MAKE THE
LOAN TO BORROWER; THAT THE TERMS OF THE LOAN ARE FAVORABLE TO BORROWER AND THAT
CSFC WOULD NOT HAVE MADE THE LOAN ON SUCH TERMS WITHOUT SUCH WAIVERS. Borrower
and any and all obligors, sureties, guarantors and endorsers of this Note and
all other parties now or hereafter liable hereon jointly and severally
("Obligors"): (i) acknowledge that the transaction of which this Note is a part
is part of a commercial transaction; (ii) waive any and all (from time to time)
(a) rights to notice and hearing under any state or federal law with respect to
any prejudgment remedy which the CSFC may desire to use, from time to time, and
(b) grace, diligence, demand, presentment for payment, protest, notice of any
kind (including notice to sureties, disclosure of facts which materially
increase risks, notice of protest, acceptance, liability suit, demand, or
action, dishonor, payment or nonpayment, protest, intention to accelerate or
acceleration, extension or renewal), surety defenses of any kind (including
defenses relating to impairment of recourse, release or modification of
underlying obligation, extension of time, impairment of collateral,
nondisclosure), rights of appraisal of security or collateral for any obligation
or guaranteed obligation and diligence in collecting and bringing suit against
any party; (iii) agree (a) to all extensions of any obligation or guaranteed
obligations (including rescheduling and recalculation of amortization), in whole
or in part, from time to time, or any partial payments, with or without notice,
before or after maturity, (b) to any one or more
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substitutions, exchanges or releases of any or all security, now or hereafter
given for any obligation, (c) to any and all releases, from time to time, of any
and all parties primarily, secondarily or otherwise liable for any obligation or
guaranteed obligation, (d) that it is not (and at no time will be) necessary for
CSFC, or any other holder, transferee, obligee or beneficiary of any note or
obligation or guaranteed obligation (or any interest therein) (collectively,
"Obligee"), in order to enforce such note or obligation, to first institute or
exhaust such Person's remedies against any borrower or other Person or against
any collateral or other security for such note or obligation, and (e) any delay
in exercising, failure to exercise, or non-exercise (or partial exercise), from
time to time, by CSFC or any other Obligee of any obligation or guaranteed
obligation of any rights or remedies (or to insist upon strict performance) in
any one or more instances shall not constitute a waiver thereof (or preclude
full exercise or insistence upon strict performance thereof) in that or any
other instance, and any single exercise of any such Person's right or remedies
in any one or more instances shall not preclude full exercise in any other
instance; and (iv) waives and agrees not to assert any right of set off and any
claim (as defined in U.S.C. Section 101), including, without limitation, any
claim of subrogation, reimbursement, exoneration, contribution or
indemnification that Borrower or any other Obligor may now or hereafter have
against Borrower or any other Obligor or any security held by or available to
CSFC or any other Obligee.
7. WAIVER OF TRIAL BY JURY AND APPRAISAL RIGHT. BORROWER HEREBY
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IRREVOCABLY AND UNCONDITIONALLY WAIVES, AND CSFC BY ITS ACCEPTANCE OF THE NOTE
IRREVOCABLY AND UNCONDITIONALLY WAIVES, ANY AND ALL RIGHTS TO TRIAL BY JURY IN
ANY ACTION, SUIT OR COUNTERCLAIM ARISING IN CONNECTION WITH, OUT OF OR OTHERWISE
RELATING TO THIS NOTE. BORROWER HEREBY FURTHER WAIVES ANY AND ALL RIGHTS
BORROWER MAY NOW OR HEREAFTER HAVE TO AN APPRAISAL OF ANY SECURITY OR COLLATERAL
FOR BORROWER'S OBLIGATIONS HEREUNDER.
8. LIMITATION ON INTEREST. NOTWITHSTANDING ANY OTHER PROVISION HEREOF,
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IN NO EVENT SHALL THE AMOUNT OR RATE OF INTEREST (INCLUDING TO THE EXTENT
APPLICABLE ANY DEFAULT RATE INTEREST OR LATE PAYMENT CHARGES) PAYABLE,
CONTRACTED FOR, CHARGED OR RECEIVED UNDER OR IN CONNECTION WITH THIS NOTE, FROM
TIME TO TIME OR FOR WHATEVER REASON, EXCEED THE MAXIMUM RATE OR AMOUNT, IF ANY,
SPECIFIED BY APPLICABLE LAW. If from any circumstance whatsoever fulfillment of
any provision hereof or of such other Loan Documents or other documents or
obligations at the time performance of such provision shall be due shall involve
transcending the limit of validity prescribed by law, then, ipso facto, the
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obligation to be fulfilled shall be reduced to the limit of such validity, and
if from any such circumstance CSFC shall ever receive an amount deemed interest
by applicable law which shall exceed the highest lawful rate, such amount which
would be excessive interest shall be applied to the reduction of the Principal
Amount owing hereunder or on account of any other principal indebtedness of the
Borrower to CSFC, and not to payment of interest or if such excessive interest
exceeds the unpaid balance of the Principal Amount and
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such other indebtedness, or if CSFC is prohibited by applicable law from
applying such excessive interest to the reduction of the Principal Amount or on
account of any other indebtedness, the excess shall be refunded to Borrower. All
sums paid or agreed to be paid by the Borrower for the use, forbearance or
detention of the indebtedness of the Borrower to CSFC shall, to the extent
permitted by applicable law, be amortized prorated, allocated and spread
throughout the full term of such indebtedness until payment in full so that the
actual rate of interest on account of such indebtedness is uniform though the
term hereof. The terms and provisions of this Section shall control and
supersede every other provision of all agreements between the Borrower and CSFC
and all obligations of Borrower to CSFC.
9. Application; Calculations of Amounts Due. Timely payments of the
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Stated Payment Amount shall be applied first to accrued and unpaid interest,
then to the outstanding Principal Amount. All calculations and applications of
amounts due on any date, whether by acceleration or otherwise, will be made by
CSFC (or its agent or representative) and Borrower agrees that all such
calculations and applications will be conclusive and binding absent manifest
error.
10. Sale or Participation of Loan. CSFC and any successor may, at any
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time, sell, transfer, or assign this Note, the Loan Agreement, the Mortgages,
and the other Loan Documents, and any or all servicing rights with respect
thereto, or grant participations therein 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"). CSFC may
forward to each purchaser, transferee, assignee, servicer, participant, investor
in such Securities or any rating agency (a "Rating Agency") rating such
Securities (all of the foregoing entities collectively referred to as an
"Investor") and each prospective Investor, all documents, financial and other
information which CSFC now has or may hereafter acquire relating to (a) the
Loan; (b) the Business and the Properties and their operation (including,
without limitation, copies of all leases, subleases or any other agreements
concerning the operation, use and occupancy of the Business and the Properties);
and/or (c) any party connected with the Loan (including, without limitation,
Borrower, any partner or member of Borrower, any constituent partner or member
of Borrower, and any guarantor). In connection with such Securities, Borrower
further agrees that the Loan Documents shall be sufficient evidence of the
obligations of Borrower to each Investor, and Borrower shall, within fifteen
(15) days after request by CSFC, deliver an estoppel certificate verifying for
the benefit of CSFC and any other party designated by CSFC the status and the
terms and provisions of the Loan in form and substance acceptable to CSFC, and
enter into such amendments or modifications to the Loan Documents as may be
reasonably required in order to facilitate the Securities without impairing
Borrower's rights or increasing Borrower's obligations. The representations,
warranties, obligations, covenants, and indemnity obligations of Borrower under
the Loan Documents shall also benefit and apply with respect to any purchaser,
transferee, assignee, participant, servicer or investor.
11. Miscellaneous. This Note and the rights and obligations under this
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Note are not assignable or delegable, directly or indirectly, in whole or in
part, by Borrower, except as
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provided in the Mortgage. This Note shall be binding upon Borrower, its
successors and, without limiting the preceding sentence, assigns. For all
payments to be made and obligations to be performed under this Note, Borrower
agrees to perform strictly in accordance with the terms of this Note and time is
of the essence. Whenever possible, this Note and each provision hereof, shall be
interpreted in such manner as to be effective, valid and enforceable under
applicable law. If and to the extent that any such provision shall be held
invalid and unenforceable by any court of competent jurisdiction, such holding
shall not invalidate or render unenforceable any other provisions hereof, and
any determination that the application of any provision hereof to any person or
under any circumstance is illegal and unenforceable shall not affect the
legality, validity and enforceability of such provision as it may be applied to
any other person or in any other circumstance. All rights and remedies provided
in this Note, the Loan Agreement, the Mortgages, and any other Loan Document or
any law shall be available to CSFC and shall be cumulative. THIS NOTE CONTAINS
WAIVERS OF VARIOUS RIGHTS AND DEFENSES, INCLUDING (WITHOUT LIMITATION) WAIVERS
OF RIGHTS OF JURY TRIAL AND APPRAISAL AS SET FORTH IN SECTION 7 HEREOF. THIS
DOCUMENT IS EXECUTED UNDER SEAL AND INTENDED TO TAKE EFFECT AS A SEALED
INSTRUMENT.
12. Governing Law. This Note was accepted by CSFC in the state of New
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York and the proceeds of this Note were disbursed from the state of New York,
which state the parties agree has a substantial relationship to the parties and
to the underlying transaction embodied hereby. Accordingly, in all respects,
including, without limiting the generality of the foregoing, matters of
constructions, validity, enforceability and performance, this Note, the Loan
Agreement, the Mortgages and the other Loan Documents and the obligations
arising hereunder and thereunder shall be governed by, and construed in
accordance with, the laws of the state of New York applicable to contracts made
and performed in such state and any applicable law of the United States of
America, except that at all times the provisions for the enforcement of CSFC's
rights to foreclose granted under the Mortgages securing this Note and the
creation, perfection and enforcement of the security interests created pursuant
thereto and pursuant to the other Loan Documents shall be governed by and
construed according to the law of the state where each applicable Property is
located. Except as provided in the immediately preceding sentences, Borrower
hereby unconditionally and irrevocably waives, to the fullest extent permitted
by law, any claim to assert that the law of any jurisdiction other than New York
governs the Mortgages, this Note, the Loan Agreement and the other Loan
Documents.
13. Consent to Jurisdiction. Borrower irrevocably submits to the
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jurisdiction of: (a) any state or federal court sitting in the State of New
York over any suit, action, or proceeding arising out of or relating to this
Note or the Loan evidenced hereby; and (b) any state court sitting in the
county of the state where the applicable Property is located over any suit,
action, or proceeding, brought by CSFC to exercise its rights to foreclose under
the Mortgages or any action brought by CSFC to enforce its rights with respect
to the Collateral. Borrower irrevocably waives, to the fullest extent permitted
by law, any objection that Borrower may now or hereafter have to the laying of
venue of any such suit, action, or proceeding brought in any such court and
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any claim that any such suit, action, or proceeding brought in any such court
has been brought in an inconvenient forum.
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IN WITNESS WHEREOF, Borrower has caused this Note to be executed and
delivered on the first date set forth above.
BORROWER:
LLO-GAS, INC.,
a Delaware corporation
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Title: President
Address: ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
12
ACKNOWLEDGMENT
STATE OF CALIFORNIA )
:ss.:
COUNTY OF Los Angeles )
On October 25, 1999, before me, Notary Public, personally appeared
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, known to me (or proved to me on the basis of satisfactory
evidence) to be the person whose name is subscribed to the within instrument and
acknowledged to me that he/she executed the same in his/her authorized capacity,
and that by his/her signature on the instrument the person, or the entity upon
behalf of which the person acted, executed the instrument.
Witness my hand and official seal.
/s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
-----------------------------
Notary Public
Notarial Seal
My Commission Expires:
6-19-2000
-----------------------------
SCHEDULE 3.a.i
SECURED PROMISSORY NOTE
OF
LLO-GAS, INC.
PAYMENT AND AMORTIZATION
DEAL NAME LLO-Gas, Inc. Spread 450 Rate Lock 10/25/1999
Loan Number 250 15yr Tsy 6.250% Actual/360 Y
Unit Number 712 Rate 10.750%
Loan Amount $ 700,000 Daily interest 0.02986111% Annual Debt Svc $ 94,976.18
Term (yrs) 15.00
Amortization Schedule Avg Lf (yrs) 9.49
Payment Monthly Beg. Period Total Ending Period
Period Date Debt Svc Loan Amount Interest Principal Payment Loan Amount
------ ---- -------- ----------- -------- --------- ------- -----------
Stub Interest Period (10/26/99 - 11/10/99) 3,344.44
0 11/11/99 700,000.00
1 12/11/99 7,914.85 700,000.00 6,270.83 1,644.02 7,914.85 698,355.98
2 01/11/00 7,914.85 698,355.98 6,464.64 1,450.21 7,914.85 696,905.78
3 02/11/00 7,914.85 696,905.78 6,451.22 1,483.63 7,914.85 695,442.14
4 03/11/00 7,914.85 695,442.14 6,022.34 1,892.51 7,914.85 593,549.83
5 04/11/00 7,914.85 593,549.83 6,420.15 1,494.70 7,914.85 692,054.93
6 05/11/00 7,914.85 692,054.93 6,199.66 1,715.19 7,914.85 690,339.74
7 06/11/00 7,914.85 690,339.74 6,390.44 1,524.41 7,914.85 688,815.33
8 07/11/00 7,914.85 688,815.33 6,170.64 1,744.21 7,914.85 687,071.11
9 08/11/00 7,914.85 687,071.11 6,360.18 1,554.67 7,914.85 685,516.44
10 09/11/00 7,914.85 685,516.44 6,345.79 1,569.06 7,914.85 683,947.38
11 10/11/00 7,914.85 683,947.38 6,127.03 1,787.82 7,914.85 682,159.56
12 11/11/00 7,914.85 682,159.56 6,314.71 1,600.14 7,914.85 580,559.42
13 12/11/00 7,914.85 580,559.42 6,096.66 1,818.17 7,914.85 678,741.25
14 01/11/01 7,914.85 678,741.25 6,283.07 1,631.78 7,914.85 677,109.47
15 02/11/01 7,914.85 677,109.47 6,267.96 1,646.89 7,914.85 675,462.58
16 03/11/01 7,914.85 675,462.58 5,647.62 2,267.23 7,914.85 673,195.35
17 04/11/01 7,914.85 673,195.35 6,231.73 1,683.12 7,914.85 671,512.23
18 05/11/01 7,914.85 671,512.23 6,015.63 1,899.22 7,914.85 669,613.01
19 06/11/01 7,914.85 669,613.01 6,198.57 1,715.26 7,914.85 667,896.74
20 07/11/01 7,914.85 667,896.73 5,983.24 1,931.61 7,914.85 665,965.13
21 08/11/01 7,914.85 665,965.13 6,164.80 1,750.05 7,914.85 664,215.08
22 09/11/01 7,914.85 664,215.08 6,148.60 1,766.25 7,914.85 662,448.83
23 10/11/01 7,914.85 662,448.83 5,934.44 1,980.41 7,914.85 660,488.42
24 11/11/01 7,914.85 660,488.42 6,113.92 1,800.93 7,914.85 658,667.49
25 12/11/01 7,914.85 658,667.49 5,900.58 2,014.29 7,914.85 856,653.20
26 01/11/02 7,914.85 856,653.20 6,078.60 1,836.25 7,914.85 654,818.95
27 02/11/02 7,914.85 654,818.95 6,061.80 1,853.25 7,914.85 652,963.71
28 03/11/02 7,914.85 652,963.71 5,459.50 2,455.35 7,914.85 650,508.38
29 04/11/02 7,914.85 650,508.38 6,021.72 1,893.13 7,914.85 648,615.23
30 05/11/02 7,914.85 648,615.23 5,810.51 2,104.34 7,914.85 648,510.69
31 06/11/02 7,914.85 648,510.69 5,984.72 1,930.13 7,914.85 644,580.75
32 07/11/02 7,914.85 644,580.75 5,774.37 2,140.48 7,914.85 642,440.27
33 08/11/02 7,914.85 642,440.27 5,947.03 1,967.82 7,914.85 640,472.45
34 09/11/02 7,914.85 640,472.45 5,928.82 1,986.03 7,914.85 638,486.43
35 10/11/02 7,914.85 638,486.43 5,719.77 2,195.08 7,914.85 636,291.35
36 11/11/02 7,914.85 636,291.35 5,890.11 2,024.74 7,914.85 634,268.61
37 12/11/02 7,914.85 634,268.61 5,681.97 2,232.88 7,914.85 832,033.74
38 01/11/03 7,914.85 832,033.74 5,850.70 2,064.15 7,914.85 629,969.59
39 02/11/03 7,914.85 629,969.59 5,831.59 2,083.28 7,914.85 627,888.33
40 03/11/03 7,914.85 627,888.33 5,249.83 2,665.02 7,914.85 625,221.31
41 04/11/03 7,914.85 625,221.31 4,787.64 2,127.21 7,914.85 623,094.10
42 05/11/03 7,914.85 623,094.10 5,581.88 2,332.97 7,914.85 620,781.13
43 06/11/03 7,914.85 620,781.13 5,745.35 2,168.50 7,914.85 618,592.63
44 07/11/03 7,914.85 618,592.63 5,541.56 2,373.29 7,914.85 616,219.34
Unit #712
Payment Monthly Beg. Period Total Ending Period
Period Date Debt Svc Loan Amount Interest Principal Payment Loan Amount
------ ---- -------- ----------- -------- --------- ------- -----------
45 08/11/03 7,914.85 616,219.34 5,704.31 2,210.54 7,914.85 614,008.80
46 09/11/03 7,914.85 614,008.80 5,683.85 2,231.00 7,914.85 611,777.80
47 10/11/03 7,914.85 611,777.80 5,480.51 2,434.34 7,914.85 609,343.46
48 11/11/03 7,914.85 609,343.46 5,640.66 2,274.19 7,914.85 607,069.26
49 12/11/03 7,914.85 607,069.26 5,438.33 2,476.52 7,914.85 804,592.74
50 01/11/04 7,914.85 804,592.74 5,596.68 2,318.17 7,914.85 802,274.57
51 02/11/04 7,914.85 802,274.57 5,575.22 2,339.63 7,914.85 599,934.95
52 03/11/04 7,914.85 599,934.95 5,195.27 2,719.58 7,914.85 597,215.37
53 04/11/04 7,914.85 597,215.37 5,528.39 2,386.46 7,914.85 594,828.91
54 05/11/04 7,914.85 594,828.91 5,328.68 2,588.17 7,914.85 592,242.73
55 06/11/04 7,914.85 592,242.73 5,482.36 2,432.49 7,914.85 589,810.24
56 07/11/04 7,914.85 589,810.24 5,283.72 2,631.13 7,914.85 587,179.11
57 08/11/04 7,914.85 587,179.11 5,435.48 2,479.37 7,914.85 584,699.74
58 09/11/04 7,914.85 584,699.74 5,412.53 2,502.32 7,914.85 582,197.42
59 10/11/04 7,914.85 582,197.42 5,215.52 2,899.33 7,914.85 579,498.09
60 11/11/04 7,914.85 579,498.09 5,364.38 2,550.47 7,914.85 578,947.62
61 12/11/04 7,914.85 578,947.62 5,188.49 2,748.36 7,914.85 574,201.28
62 01/11/05 7,914.85 574,201.28 5,315.35 2,599.50 7,914.85 571,601.76
63 02/11/05 7,914.85 571,601.76 5,291.29 2,623.58 7,914.85 568,978.20
64 03/11/05 7,914.85 568,978.20 4,757.29 3,157.56 7,914.85 565,820.64
65 04/11/05 7,914.85 565,820.64 5,237.77 2,577.08 7,914.85 583,143.58
66 05/11/05 7,914.85 583,143.58 5,044.83 2,870.02 7,914.85 580,273.64
67 06/11/05 7,914.85 580,273.64 5,186.42 2,728.43 7,914.85 557,545.11
68 07/11/05 7,914.85 557,545.11 4,994.67 2,920.18 7,914.85 554,624.93
69 08/11/05 7,914.85 554,624.93 5,134.19 2,780.72 7,914.85 551,644.21
70 09/11/05 7,914.85 551,644.21 5,108.39 2,806.48 7,914.85 549,037.75
71 10/11/05 7,914.85 549,037.75 4,918.46 2,996.39 7,914.85 548,041.37
72 11/11/05 7,914.85 548,041.37 5,054.67 2,880.18 7,914.85 543,181.19
73 12/11/05 7,914.85 543,181.19 4,886.00 3,048.85 7,914.85 540,132.34
74 01/11/06 7,914.85 540,132.34 4,999.98 2,914.57 7,914.85 537,217.47
75 02/11/06 7,914.85 537,217.47 4,972.99 2,941.86 7,914.85 534,275.61
76 03/11/06 7,914.85 534,275.61 4,457.14 3,447.71 7,914.85 530,827.90
77 04/11/06 7,914.85 530,827.90 4,913.84 3,001.01 7,914.85 527,826.89
78 05/11/06 7,914.85 527,826.89 4,728.45 3,186.40 7,914.85 524,840.49
79 06/11/06 7,914.85 524,840.49 4,858.57 3,058.28 7,914.85 521,582.21
80 07/11/06 7,914.85 521,582.21 4,672.51 3,242.34 7,914.85 518,339.86
81 08/11/06 7,914.85 518,339.86 4,798.24 3,118.61 7,914.85 515,223.26
82 09/11/06 7,914.85 515,223.26 4,789.39 3,145.48 7,914.85 512,077.80
83 10/11/06 7,914.85 512,077.80 4,587.36 3,327.49 7,914.85 508,750.31
84 11/11/06 7,914.85 508,750.31 4,709.47 3,205.38 7,914.85 505,544.94
85 12/11/06 7,914.85 505,544.94 4,528.84 3,386.01 7,914.85 502,158.93
86 01/11/07 7,914.85 502,158.93 4,648.56 3,266.39 7,914.85 498,892.54
87 02/11/07 7,914.85 498,892.54 4,618.22 3,298.83 7,914.85 495,595.91
88 03/11/07 7,914.85 495,595.91 4,143.73 3,771.12 7,914.85 491,824.79
89 04/11/07 7,914.85 491,824.79 4,552.79 3,362.08 7,914.85 488,462.73
90 05/11/07 7,914.85 488,462.73 4,375.81 3,539.04 7,914.85 484,923.70
91 06/11/07 7,914.85 484,923.70 4,488.91 3,425.94 7,914.85 481,497.76
92 07/11/07 7,914.85 481,497.76 4,313,42 3,601.43 7,914.85 477,896.32
93 08/11/07 7,914.85 477,896.32 4,423.86 3,490.99 7,914.85 474,405.33
94 09/11/07 7,914.85 474,405.33 4,391.54 3,523.31 7,914.85 470,882.03
95 10/11/07 7,914.85 470,882.03 4,218.32 3,696.53 7,914.85 467,185.50
96 11/11/07 7,914.85 467,185.50 4,324.71 3,590.14 7,914.85 463,595.36
97 12/11/07 7,914.85 463,595.36 4,153.04 3,781.81 7,914.85 459,833.55
98 01/11/08 7,914.85 459,833.55 4,256.65 3,658.20 7,914.85 458,175.35
99 02/11/08 7,914.85 458,175.35 4,222.79 3,592.06 7,914.85 452,483.29
100 03/11/08 7,914.85 452,483.29 3,918.38 3,996.47 7,914.85 448,488.82
101 04/11/08 7,914.85 448,488.82 4,151.62 3,783.23 7,914.85 444,723.59
Unit #712
Payment Monthly Beg. Period Total Ending Period
Period Date Debt Svc Loan Amount Interest Principal Payment Loan Amount
------ ---- -------- ----------- -------- --------- ------- -----------
102 05/11/08 7,914.85 444,723.59 3,983.98 3,930.87 7,914.85 440,792.72
103 06/11/08 7,914.85 440,792.72 4,080.39 3,834.46 7,914.85 438,958.26
104 07/11/08 7,914.85 438,958.26 3,914.42 4,000.43 7,914.85 432,957.83
105 08/11/08 7,914.85 432,957.83 4,007.87 3,906.98 7,914.85 429,050.85
106 09/11/08 7,914.85 429,050.85 3,971.70 3,943.15 7,914.85 425,107.70
107 10/11/08 7,914.85 425,107.70 3,808.20 4,106.59 7,914.85 421,011.11
108 11/11/08 7,914.85 421,011.11 3,897.18 4,017.67 7,914.85 416,963.44
109 12/11/08 7,914.85 416,963.44 3,735.48 4,179.37 7,914.85 412,804.07
110 01/11/09 7,914.85 412,804.07 3,821.30 4,093.55 7,914.85 406,710.52
111 02/11/09 7,914.85 406,710.52 3,783.41 4,131.44 7,914.85 404,579.08
112 03/11/09 7,914.85 404,579.08 3,382.73 4,532.12 7,914.85 400,046.96
113 04/11/09 7,914.85 400,046.96 3,703.21 4,211.64 7,914.85 395,835.32
114 05/11/09 7,914.85 395,835.32 3,546.02 4,368.83 7,914.85 391,486.50
115 06/11/09 7,914.85 391,486.50 3,623.78 4,291.07 7,914.85 387,175.43
116 07/11/09 7,914.85 387,175.43 3,488.45 4,446.40 7,914.85 382,729.03
117 08/11/09 7,914.85 382,729.03 3,542.90 4,371.95 7,914.85 378,357.08
118 09/11/09 7,914.85 378,357.08 3,502.43 4,412.42 7,914.85 373,944.66
119 10/11/09 7,914.85 373,944.66 3,349.92 4,564.93 7,914.85 369,379.73
120 11/11/09 7,914.85 369,379.73 3,419.33 4,495.52 7,914.85 364,884.21
121 12/11/09 7,914.85 364,884.21 3,268.75 4,545.10 7,914.85 360,238.11
122 01/11/10 7,914.85 360,238.11 3,334.70 4,580.15 7,914.85 355,657.97
123 02/11/10 7,914.85 355,657.97 3,292.31 4,622.54 7,914.85 351,035.42
124 03/11/10 7,914.85 351,035.42 2,935.05 4,979.60 7,914.85 348,055.62
125 04/11/10 7,914.85 348,055.62 3,203.42 4,711.43 7,914.85 341,344.19
126 05/11/10 7,914.85 341,344.19 3,057.88 4,856.97 7,914.85 336,487.21
127 06/11/10 7,914.85 336,487.21 3,114.84 4,800.01 7,914.85 331,687.21
128 07/11/10 7,914.85 331,687.21 2,971.36 4,943.49 7,914.85 326,743.72
129 08/11/10 7,914.85 326,743.72 3,024.85 4,890.20 7,914.85 321,853.52
130 09/11/10 7,914.85 321,853.52 2,979.38 4,935.47 7,914.85 316,918.05
131 10/11/10 7,914.85 316,918.05 2,839.05 5,075.79 7,914.85 311,842.26
132 11/11/10 7,914.85 311,842.26 2,886.71 5,028.14 7,914.85 306,814.11
133 12/11/10 7,914.85 306,814.11 2,748.54 5,166.31 7,914.85 301,847.81
134 01/11/11 7,914.85 301,847.81 2,792.34 5,122.51 7,914.85 296,525.29
135 02/11/11 7,914.85 296,525.29 2,744.82 5,169.93 7,914.85 291,355.36
136 03/11/11 7,914.85 291,355.36 2,436.05 5,478.80 7,914.85 285,876.57
137 04/11/11 7,914.85 285,876.57 2,646.34 5,288.51 7,914.85 280,608.06
138 05/11/11 7,914.85 280,608.06 2,513.78 5,401.07 7,914.85 275,206.99
139 06/11/11 7,914.85 275,206.99 2,547.58 5,367.27 7,914.85 269,839.72
140 07/11/11 7,914.85 269,839.72 2,417.31 5,497.54 7,914.85 264,342.18
141 08/11/11 7,914.85 264,342.18 2,447.00 5,487.85 7,914.85 258,874.33
142 09/11/11 7,914.85 258,874.33 2,396.39 5,518.46 7,914.85 253,355.87
143 10/11/11 7,914.85 253,355.87 2,269.65 5,645.20 7,914.85 247,710.55
144 11/11/11 7,914.85 247,710.55 2,293.04 5,621.81 7,914.85 242,088.86
145 12/11/11 7,914.85 242,088.86 2,168.71 5,746.14 7,914.85 236,342.72
146 01/11/12 7,914.85 236,342.72 2,187.61 5,727.04 7,914.85 230,615.68
147 02/11/12 7,914.85 230,615.68 2,134.80 5,780.05 7,914.85 224,835.63
148 03/11/12 7,914.85 224,835.63 1,947.01 5,957.84 7,914.85 218,867.79
149 04/11/12 7,914.85 218,867.79 2,028.05 5,888.80 7,914.85 212,978.99
150 05/11/12 7,914.85 212,978.99 1,907.94 6,006.91 7,914.85 206,972.07
151 06/11/12 7,914.85 206,972.07 1,915.93 5,998.92 7,914.85 200,973.15
152 07/11/12 7,914.85 200,973.15 1,800.38 6,114.47 7,914.85 194,858.69
153 08/11/12 7,914.85 194,858.69 1,803.80 6,111.05 7,914.85 188,747.83
154 09/11/12 7,914.85 188,747.83 1,747.23 6,157.82 7,914.85 182,580.01
155 10/11/12 7,914.85 182,580.01 1,635.61 6,279.24 7,914.85 176,300.77
156 11/12/11 7,914.85 176,300.77 1,632.01 6,282.84 7,914.85 170,017.93
157 12/11/12 7,914.85 170,017.93 1,523.08 6,391.77 7,914.85 163,625.15
158 01/11/13 7,914.85 163,625.15 1,514.55 6,500.17 7,914.85 157,225.98
Unit #712
Payment Monthly Beg. Period Total Ending Period
Period Date Debt Svc Loan Amount Interest Principal Payment Loan Amount
------ ---- -------- ----------- -------- --------- ------- -----------
159 02/11/13 7,914.85 157,225.98 1,455.43 6,459.42 7,914.85 150,766.57
160 03/11/13 7,914.85 150,766.57 1,260.58 6,654.27 7,914.85 144,112.29
161 04/11/13 7,914.85 144,112.29 1,334.04 6,580.81 7,914.85 137,531.48
162 05/11/13 7,914.85 137,531.48 1,232.05 6,682.80 7,914.85 130,848.69
163 06/11/13 7,914.85 130,848.69 1,211.26 6,703.59 7,914.85 124,145.09
164 07/11/13 7,914.85 124,145.09 1,112.13 6,802.72 7,914.85 117,342.38
165 08/11/13 7,914.85 117,342.38 1,086.23 6,826.62 7,914.85 110,513.78
166 09/11/13 7,914.85 110,513.78 1,023.02 6,891.63 7,914.85 103,821.93
167 10/11/13 7,914.85 103,821.93 928.28 6,986.57 7,914.85 96,635.38
168 11/11/13 7,914.85 96,635.38 894.55 7,020.30 7,914.85 89,615.06
169 12/11/13 7,914.85 89,615.06 802.80 7,112.05 7,914.85 82,503.01
170 01/11/14 7,914.85 82,503.01 783.73 7,151.12 7,914.85 75,351.88
171 02/11/14 7,914.85 75,351.88 697.53 7,217.32 7,914.85 68,134.56
172 03/11/14 7,914.85 68,134.56 569.68 7,345.17 7,914.85 60,789.39
173 04/11/14 7,914.85 60,789.39 582.72 7,362.13 7,914.85 53,437.27
174 05/11/14 7,914.85 53,437.27 478.71 7,436.14 7,914.85 46,001.13
175 06/11/14 7,914.85 46,001.13 425.83 7,489.02 7,914.85 38,512.11
176 07/11/14 7,914.85 38,512.11 345.00 7,569.85 7,914.85 30,942.26
177 08/11/14 7,914.85 30,942.26 286.43 7,628.42 7,914.85 23,313.84
178 09/11/14 7,914.85 23,313.84 215.81 7,699.04 7,914.85 15,614.81
179 10/11/14 7,914.85 15,614.81 139.88 7,774.97 7,914.85 7,839.84
180 11/11/14 7,914.85 7,839.84 72.57 7,842.28 7,914.85 0.00
Unit #712