[Texas]
LOAN NO. 20028043003
PROMISSORY NOTE
Dated: February 27, 2003 $ 4,400,000
San Antonio, Texas
FOR VALUE RECEIVED, the undersigned, Wellington Apartments, L.L.C., a
Delaware limited liability company having an address of 921 Bergen Avenue,
Jersey City, New Jersey, 07306 (the "Maker"), does hereby covenant and promise
to pay to the order of Merrill Lynch Mortgage Lending, Inc., having an address
at 4 World Financial Center, 250 Vesey Street, New York, NY, 10080 (the
"Holder"), or at such other place as Holder may from time to time designate in
writing, the principal sum of FOUR MILLION FOUR HUNDRED THOUSAND DOLLARS ($
4,400,000), in lawful money of the United States of America, and all other
amounts due or becoming due hereunder, with interest on the principal sum
outstanding from time to time (the "Principal Amount") from the date hereof on
the terms herein provided through the date that the loan evidenced hereby (the
"Loan") is repaid in full, in lawful money of the United States of America, at
an interest rate of five and seventy five thousandths percent (5.75 %) per annum
(the "Interest Rate"). All capitalized terms not defined herein shall have the
same meanings set forth in the Mortgage (as hereinafter defined).
SECTION I. PAYMENT TERMS
A. Payments under this Note shall be due and payable as follows:
(1) interest from the date hereof through the last day of the
current month shall be paid on the date hereof; thereafter
(2) interest and principal shall be due and payable in equal
consecutive monthly installments of TWENTY FIVE THOUSAND SIX HUNDRED
SEVENTY SEVEN AND 21/100 DOLLARS ($ 25,677.21) on the first day of
each and every calendar month (each, a "Payment Date") commencing in
April, 2003; and
(3) the entire Principal Amount, together with all accrued and
unpaid interest and any other charges due hereon shall be due and
payable on the Payment Date in March, 2013 (the "Maturity Date").
B. Interest shall be computed and shall be payable using the actual
number of days elapsed for the relevant payment period, based on a 360-day year
and actual days elapsed provided that such method of calculation does not cause
the effective rate of interest on the Loan to exceed the Maximum Amount (as
hereinafter defined). Amortization of the Principal Amount shall be in
accordance with the amortization schedule attached hereto as Schedule A. In
computing the number of days during which interest accrues on any amount
outstanding hereunder, the first date from which interest is stated to accrue
hereunder shall be included and the date of payment of such amount to Holder
shall be excluded.
C. All payments made pursuant to this Note shall be made by check
(subject to collection) or by wire transfer to Holder's office. Such payments
must be received by Holder before 1:00 p.m., Eastern Time, in order to be
credited as a payment received that date.
D. All amounts due under this Note shall be payable without setoff,
counterclaim or any other deduction whatsoever.
E. Provided no Event of Default ("Event of Default") exists under that
certain Multifamily Deed of Trust, Security Agreement, Assignment of Rents and
Fixture Filing dated as of the date hereof, given by Maker to Charles Odom,
Esq., as trustee, for the benefit of Holder, which encumbers certain property
described therein (the "Property") and secures the Loan evidenced by this Note
(the "Mortgage"), all payments received by Holder on this Note shall be applied
first, to the repayment of sums advanced by Holder to protect or preserve the
Property pursuant to the Mortgage and other loan documents relating to the Loan
(the "Loan Documents"), second, to late charges and other premiums and charges,
third, to interest and finally, to principal. Notwithstanding the foregoing,
from and after an Event of Default, all payments received by Holder on this Note
shall be applied by Holder to principal, interest and/or other charges due
hereunder or under the other Loan Documents in such order as Holder shall
determine in its sole discretion.
F. To the extent that Maker makes any payment or Holder receives any
payment or proceeds for Maker's benefit, which are subsequently invalidated,
declared to be fraudulent or preferential, set aside or required to be repaid to
a trustee, debtor in possession, receiver, custodian or any other party under
any bankruptcy law, common law or equitable cause, then, to such extent, the
obligations of Maker hereunder intended to be satisfied shall be reinstated and
continue as if such payment or proceeds had not been received by Holder.
SECTION II. NO PREPAYMENTS; DEFEASANCE
A. For purposes of this provision, the following definitions shall
apply:
(1) "Code" shall mean the Internal Revenue Code of 1986 as amended
from time to time or any successor statute.
(2) "Defeasance Collateral" shall mean U.S. Obligations (as
hereinafter defined) which are identified by Maker (but if not identified by
Maker, then selected by Holder) and that provide for payments prior, but as
close as possible, to the Payment Dates for all Scheduled Defeasance Payments
(as hereinafter defined), with each payment on such U.S. Obligations (together
with any unexpended portion of any prior payment) being equal to or greater than
the corresponding Scheduled Defeasance Payment.
(3) "Defeasance Deposit" shall mean an amount in immediately
available funds equal to the sum of the cost of the Defeasance Collateral and
all costs and expenses incurred or to be incurred in connection therewith,
including without limitation any revenue, documentary stamp or intangible taxes
or any other tax or charge due in connection with the defeasance of the Loan.
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(4) "Rating Agencies" shall mean each of Standard & Poor's Ratings
Group, Moody's Investors Service, Inc., Fitch, Inc. or any successors thereto.
(5) "REMIC" shall mean a "real estate mortgage investment conduit"
as such term is defined in Section 860D(a) of the Code.
(6) "Scheduled Defeasance Payments" shall mean all successive
scheduled payments due hereunder on each Payment Date after the Defeasance Date
(as hereinafter defined), including the amounts due on the Maturity Date.
(7) "Startup Day" shall mean the "startup day", as such term is
defined in Section 860G(a)(9) of the Code, of any REMIC that holds this Note.
(8) "U.S. Obligations" shall mean direct non-callable obligations of
the United States of America, reasonably acceptable to Holder.
B. Maker shall not be entitled to prepay this Note in whole or in part
at any time. Notwithstanding the foregoing, (i) this Note may be prepaid in
whole during the three (3) month period prior to the Maturity Date, without any
Prepayment Charge (as defined in Section VI hereof) or similar premium, provided
that no Event of Default exists and (ii) no Prepayment Charge or similar premium
shall be payable with respect to a prepayment resulting from Holder's election
to apply any proceeds paid in connection with a casualty to or condemnation of
the Property to reduce the indebtedness evidenced hereby.
C. Notwithstanding anything contained herein to the contrary, at any
time after the date which is the earlier to occur of (i) two (2) years after the
Startup Day or (ii) four (4) years after the date hereof if the aforesaid
Startup Day shall not have occurred during such four (4) years and, in either
case, provided no default exists hereunder and no Event of Default exists, Maker
may cause the Property to be released from the lien of the Mortgage and the
Defeasance Collateral to be substituted therefor as security for the Loan,
subject to the satisfaction of the following conditions precedent (a "Defeasance
Event"):
(1) not less than thirty (30) days' prior written notice shall be
given by Maker to Holder specifying a Payment Date (the "Defeasance Date") on
which the Defeasance Event is to occur;
(2) all accrued and unpaid interest and all other sums due under
this Note and under the other Loan Documents up to and including the Defeasance
Date and all costs and expenses incurred by Holder or its agents in connection
with the Defeasance Event (including, without limitation, the review of the
proposed Defeasance Collateral and the preparation of the Defeasance Security
Agreement (as hereinafter defined), legal opinions, mathematical verifications
by a certified public accountant and related documentation), shall be paid in
full on or prior to the Defeasance Date;
(3) Maker shall remit the Defeasance Deposit to Holder;
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(4) Maker shall execute and deliver, or cause to be executed and
delivered, to Holder on or prior to the Defeasance Date:
(a) a pledge and security agreement, in form and substance
reasonably satisfactory to Holder, creating a first priority security interest
in favor of Holder in the Defeasance Collateral (the "Defeasance Security
Agreement"), which shall provide, among other things, that any excess received
by Holder from the Defeasance Collateral over the amounts payable by Maker
hereunder, to the extent not required to make subsequent payments due hereunder,
shall be refunded to Maker promptly after each monthly Payment Date;
(b) a certificate of Maker certifying that all of the
requirements set forth in this Section II.C have been satisfied and that the
defeasance of the Loan is being undertaken to facilitate the disposition of the
Property or other customary commercial transaction;
(c) an opinion of counsel in form and substance reasonably
satisfactory to Holder (i) from counsel to Holder stating, among other things,
that Holder has a perfected first priority security interest in the Defeasance
Collateral and, if this Note is owned by a REMIC at the time of the Assumption
(as hereinafter defined), if applicable, the Assumption will not adversely
affect the federal income tax treatment of such REMIC under the applicable
provisions of the Code or cause such REMIC to incur any liability for federal
income taxes and (ii) from counsel for Maker stating, among other things, that
the Defeasance Security Agreement is enforceable against Maker in accordance
with its terms;
(d) if required by Holder in its reasonable discretion, evidence
in writing from the applicable Rating Agencies to the effect that the defeasance
of the Loan will not result in a downgrading, withdrawal or qualification of the
respective ratings of any securities backed by this Note (including, without
limitation, any securities issued by a REMIC which holds this Note) which
ratings are in effect immediately prior to such Defeasance Event;
(e) Maker and any guarantor or indemnitor of Maker's obligations
under the Loan Documents for which Maker has personal liability shall execute
and deliver to Holder such documents and agreements as Holder shall reasonably
require to evidence and effectuate the ratification of such personal liability
and guaranty or indemnity, respectively;
(f) a ratification of all representations and obligations under
the Loan Documents and such other certificates, documents or instruments as
Holder may reasonably require; and
(g) if required by the Rating Agencies, a certificate from a
certified public accountant that the Defeasance Collateral is sufficient to
cover the remaining interest and principal payments under the Loan.
(5) Maker, as directed by Holder, shall have duly endorsed or shall
cause the holder thereof to have duly endorsed the Defeasance Collateral or
shall have accompanied the Defeasance Collateral by a written instrument of
transfer in form and substance reasonably satisfactory to Holder (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 or issuer) in order to perfect upon the delivery of the
Defeasance Security Agreement a first priority security interest in the
Defeasance Collateral in favor of Holder in conformity with all applicable state
and federal laws governing the granting of such security interests;
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D. Maker hereby appoints Holder as its agent and attorney-in-fact for
the purpose of using the Defeasance Deposit to purchase for the account of Maker
the Defeasance Collateral at then-prevailing market prices, using the means and
sources customarily employed and available to Holder to effectuate such
purchases. The Defeasance Collateral shall be arranged such that payments
received from such Defeasance Collateral shall be paid directly to Holder to be
applied on account of the indebtedness evidenced by this Note. Any portion of
the Defeasance Deposit in excess of the amount necessary to purchase the
Defeasance Collateral and to satisfy Maker's obligations under Section II.C
hereof shall be remitted to Maker following such purchase.
E. Upon compliance with the requirements of Section II.C hereof, the
Property shall be released from the lien of the Mortgage and the other Loan
Documents, and the Defeasance Collateral shall constitute collateral which shall
secure this Note. Holder shall, at Maker's expense, execute and deliver any
documents reasonably requested by Maker to release the Property from the lien of
the Mortgage.
F. Upon the release of the Property from the lien of the Mortgage in
accordance with Section II.E hereof, Maker shall, at the election and direction
of the Holder, assign the Defeasance Collateral and all its rights and
obligations under this Note, the other Loan Documents and under the Defeasance
Security Agreement to a successor obligor which shall be a single purpose,
bankruptcy-remote entity and otherwise reasonably satisfactory to Holder (the
"Successor Maker") provided that the Successor Maker executes an assumption
agreement in form and substance reasonably satisfactory to Holder (the
"Assumption Agreement") pursuant to which Successor Maker assumes Maker's
obligations under this Note, the other Loan Documents and the Defeasance
Security Agreement other than those which are described in Sections II.C(4)(e)
and (f) hereof (the "Assumption"). Maker shall, at such time, (x) deliver to
Holder an opinion, in form and substance and by counsel reasonably satisfactory
to Holder, stating, among other things, that the Assumption Agreement is
enforceable against Maker and such Successor Maker in accordance with its terms
and that, upon the Assumption, this Note and the Defeasance Security Agreement
are enforceable against the Successor Maker in accordance with their respective
terms, and (y) pay all costs and expenses incurred by Holder or its agents in
connection with the Assumption (including, without limitation, the review of the
proposed Successor Maker and the preparation of the Assumption Agreement, legal
opinions and related documentation). Upon such Assumption, Maker shall be
relieved of its obligations hereunder, under the other Loan Documents and under
the Defeasance Security Agreement, except for those which are set forth in
Sections II.C(4)(e) and (f) hereof.
G. Upon the release of the Property from the lien of the Mortgage in
accordance with Section II.E hereof, neither Maker nor any Successor Maker shall
have any right to prepay this Note pursuant to the other provisions of this
Section or otherwise.
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SECTION III. DEFAULT RATE
A. Upon the occurrence of and for so long as an Event of Default
exists, in Holder's sole discretion, Borrower shall pay interest on the
Principal Amount and all such other amounts due under the Loan Documents at an
annual rate equal to the lesser of (a) the Interest Rate plus four percent (4%)
and (b) the maximum rate permitted by applicable law (the "Default Rate"), and
shall be computed from the date performance was due through the date, if any,
upon which full performance is rendered.
B. To the extent permitted by law, interest shall continue to accrue at
the Default Rate, notwithstanding the issuance of a judgment of foreclosure and
sale, the conveyance of the Property through the exercise of a power of sale or
otherwise; it being expressly understood and agreed that Maker's obligations
hereunder shall not merge into any such judgment or conveyance and shall survive
until the actual receipt by Holder of the full amount of the Principal Amount
and any other amounts due and payable hereunder which were not paid when due.
The foregoing provisions shall not be construed as a waiver by Holder of its
right to pursue any other remedies available to it under the Mortgage or any
other Loan Document, nor shall it be construed to limit in any way the
application of the Default Rate.
SECTION IV. LATE CHARGE
In addition to any interest which may be charged hereunder, Maker shall
pay to Holder a charge ("Late Charge") for the collection of late payments in an
amount equal to five percent (5.0%) of any payment required hereunder (except as
specifically set forth in this Section) which is not paid within ten (10) days
after the Payment Date, as liquidated damages and not as a penalty. The
collection of the Late Charge shall be subject to the provisions of Section VII
below, and in no event shall the Late Charge exceed the Maximum Amount. Maker
agrees that the Late Charge shall be due and payable upon all or any portion of
the Principal Amount not repaid on or before the Maturity Date. In no event
shall Holder apply the Late Charge to the Principal Amount upon the acceleration
of the Loan prior to the Maturity Date. Maker recognizes that its default in
making any payment as provided herein or in any other Loan Document as agreed to
be paid when due, or the occurrence of any other Event of Default, will require
Holder to incur additional expense in servicing and administering the Loan in
loss to Holder of the use of the money due and in frustration to Holder in
meeting its other financial and loan commitments and that the damages caused
thereby would be extremely difficult and impractical to ascertain. Nothing in
this Note shall be construed as an obligation on the part of Holder to accept,
at any time, less than the full amount then due hereunder or as a waiver or
limitation of Holder's right to compel prompt performance.
SECTION V. NON-RECOURSE
A. Holder agrees that it will look solely to the Property and such
other collateral, if any, as may now or hereafter be given to secure the
repayment of the indebtedness evidenced hereby. No other property or assets of
Maker, or any partner, member or principal of Maker, shall be subject to levy,
execution or other enforcement procedure for the satisfaction of the remedies of
Holder, or for any payment required to be made under this Note or any of the
other Loan Documents or for the performance of any of the covenants or
warranties contained in the Loan Documents.
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B. The foregoing provisions of this Section shall not (i) constitute a
waiver of the obligations secured by or arising under the Mortgage or the other
Loan Documents, (ii) limit the right of Holder to name Maker or the partners,
members or principals of Maker as parties in any action or suit for judicial
foreclosure and sale under the Mortgage or the other Loan Documents or with
respect to any other remedies available to Holder thereunder, so long as no
monetary judgment shall be enforced against Maker or any partner, member or
principal of Maker, except to the extent of the Property or such collateral,
(iii) release, reduce or impair this Note, the indebtedness evidenced hereby, or
the lien of the Mortgage, (iv) prevent or in any way hinder Holder from
exercising any remedy available to Holder under this Note or any of the Loan
Documents including, without limitation, the appointment of a receiver or naming
Maker or, if necessary in order to ensure the availability of Holder's remedies
as set forth in the Loan Documents, any person, entity, association or joint
venture ("Person") owning an interest in Maker in any action, suit or proceeding
in connection with the exercise of any such remedy, as long as no monetary
judgment, including a deficiency judgment, shall be enforced against any assets
of Maker or any Person owning an interest in Maker, other than the Property or
such other collateral, or (v) release or limit the liability of Maker, any
guarantor hereof or any indemnitor under the indemnity agreement dated as of the
date hereof, by Wilshire Oil Company of Texas in favor of Holder (the
"Indemnity") or the environmental indemnity dated as of the date hereof, by
Maker and Wilshire Oil Company of Texas in favor of Holder (the "Environmental
Indemnity") or affect in any way the validity or enforceability of the
Indemnity, the Environmental Indemnity or any guaranty given in connection with
this Note or any of the other Loan Documents.
C. Notwithstanding any provision hereof or in any Loan Document to the
contrary, Maker shall be personally liable hereunder for any and all
liabilities, obligations, losses, damages, costs, expenses (including reasonable
attorneys' fees, costs and disbursements), causes of action, suits, claims,
demands and judgments paid, imposed upon Holder or to which the Holder may be
subject, or any reduction in amounts recovered by Holder directly or indirectly
(including, without limitation, any diminution in value of the Property or
Holder's security interest therein) as a result of Maker, or any Affiliate,
indemnitor, guarantor, agent or employee of Maker:
(1) misapplying or misappropriating any proceeds of insurance
policies or condemnation awards in connection with the Property;
(2) misapplying (under any lease, the Mortgage or any other
agreement) or misappropriating any Rents, security deposits or
other refundable deposits paid to or held by or on behalf of
Holder;
(3) receiving any Rent or other payments under Leases more than one
month in advance;
(4) committing waste, arson or damage to the Property as a result of
intentional misconduct or gross negligence;
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(5) removing any Equipment or other Property in violation of the
Mortgage or other Loan Documents;
(6) failing to fully comply with Article XIII of the Mortgage and
any other provision of the Loan Documents relating to hazardous
or toxic substances or compliance with environmental laws and
regulations;
(7) committing fraud or making any material misrepresentation in
connection with the Loan or the ownership, use, operation or
management of the Property;
(8) transferring or encumbering the Property in violation of Article
VIII of the Mortgage; or
(9) failing to maintain the existence of Maker as a Special-Purpose
Entity or otherwise failing to comply with Article XII of the
Mortgage.
D. Nothing contained herein shall be deemed to be a waiver of any right
of Holder under Section 506(a), 506(b), 1111(b) or any other provision of the
Bankruptcy Reform Act of 1978, as amended, or any successor thereto, or similar
provisions under applicable state law to file a claim for the full amount of the
indebtedness owing to Holder in accordance with this Note and the other Loan
Documents.
SECTION VI. REMEDIES
A. So long as an Event of Default exists, at the option of Holder, the
following amounts shall become immediately due and payable: (1) the entire
Principal Amount, all accrued interest thereon and all other fees, charges and
sums due and payable hereunder, (2) all costs or expenses in connection with the
enforcement of Holder's rights hereunder, and (3) a prepayment charge (the
"Prepayment Charge") equal to the greater of (a) 1% of the Principal Amount or
(b) the positive difference, if any, between (x) the present value on the date
of such acceleration of all future installments which Maker would otherwise be
required to pay under this Note during the original term hereof absent such
acceleration, including the unpaid Principal Amount which might otherwise be due
upon the scheduled Maturity Date absent such acceleration, with such present
value being determined by the use of a discount rate equal to the yield to
maturity (adjusted to a "Mortgage Equivalent Basis" pursuant to the standards
and practices of the Securities Industry Association), on the date of such
acceleration, of the United States Treasury Security having the term to maturity
closest to what otherwise would have been the remaining term hereof absent such
acceleration, and (y) the Principal Amount on the date of such acceleration.
Failure of Holder to require any of these payments shall not constitute a waiver
of the right to require the same in the event of any subsequent default or to
exercise any other remedy available to Holder hereunder, under any other Loan
Document or at law or in equity. Notwithstanding the foregoing, (i) no
Prepayment Charge shall be payable with respect to a prepayment resulting from
Holder's election to apply any proceeds paid in connection with a casualty to or
condemnation of the Property to reduce the indebtedness evidenced hereby, and
(ii) any Prepayment Charge imposed on account of any acceleration of the
maturity of this Note or any other involuntary payment of indebtedness evidenced
by this Note, together with all interest contracted for, charged, taken,
reserved or received by Holder, shall be subject to provisions of Section VII
hereof and shall not exceed the Maximum Amount or the maximum amount of interest
permitted to be contracted for, charged, taken, reserved or received on or in
connection with this Note under applicable law for the actual period of
existence of the loan evidenced by this Note.
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B. No remedy herein conferred upon or reserved to Holder is intended to
be exclusive of any other remedy or remedies available to Holder under this
Note, any other Loan Document or at law or in equity, and each and every such
remedy shall be cumulative and exercisable in any order and as many times as
Holder deems expedient.
C. Maker agrees to pay all costs and expenses of collection incurred by
Holder hereunder including, without limitation, reasonable attorneys' fees and
disbursements, and all costs and expenses incurred in connection with the
pursuit by Holder of any of its rights or remedies hereunder, under the Mortgage
or any of the other Loan Documents, whether involving the preservation of
Property, protection of the lien of the Mortgage, suit on this Note,
participation in any foreclosure proceeding, any out-of-court workout or
settlement or any bankruptcy, reorganization, receivership, or other proceedings
affecting creditors' rights and involving a claim under this Note or any other
Loan Document. All such costs and expenses shall be payable on demand with
interest thereon to be calculated at the Default Rate and shall be secured by
the Mortgage and other Loan Documents.
SECTION VII. SAVINGS CLAUSE
This Note is subject to the express condition that at no time shall
Maker be obligated or required to pay interest on the Principal Amount at a rate
which could subject Holder to either civil or criminal liability as a result of
being in excess of the maximum interest rate which Maker is permitted by
applicable law to contract or agree to pay (the "Maximum Amount"). If, by the
terms of this Note, Maker is at any time required or obligated to pay interest
on the Principal Amount at a rate in excess of such maximum rate, the rate of
interest shall be deemed to be immediately reduced to such maximum rate and the
interest payable shall be computed at such maximum rate and all previous
payments in excess of such maximum rate shall be deemed to have been payments in
reduction of the principal and not on account of the interest due hereunder. All
sums paid or agreed to be paid to Holder for the use, forbearance, or detention
of the Principal Amount shall, to the extent permitted by applicable law, be
amortized, prorated, allocated and spread throughout the full stated term of
this Note until payment in full so that the rate or amount of interest on
account of the Principal Amount does not exceed the applicable maximum lawful
rate of interest from time to time in effect. This provision shall supersede any
inconsistent provision of this Note or any other Loan Document.
To the extent that Texas law determines the Maximum Amount, the
applicable interest rate ceiling shall be the "weekly ceiling" from time to time
in effect, as defined and calculated in accordance with Article 303.003 of the
Texas Finance Code (the "Code"), shall be applicable to the indebtedness
evidenced hereby; provided, however, that Holder may, in accordance with and to
the extent permitted by applicable law, from time to time revise its election of
the "weekly rate ceiling" as to current and future balances outstanding, and may
use the "quarterly ceiling" from time to time in effect, as such term is defined
and calculated in Article 303.006 of the Code, or any other legally available
"ceiling" as the Maximum Amount under Texas law; provided further, that if the
Maximum Amount as determined under any applicable federal law shall at any time
exceed the maximum rate of interest as determined under applicable Texas law,
then to the extent permitted by law, the applicable federal rate shall be deemed
controlling for purposes of determining the Maximum Amount during such period of
time. The indebtedness evidenced by this Note is a "commercial loan" under
Section 306, et seq. of the Code. In no event shall the provisions of Chapter
346 (which regulates certain revolving credit loan amounts and revolving
tri-party accounts) of the Texas Finance Code be applicable to the indebtedness
evidenced hereby. If from any possible construction of any document, interest
would otherwise be payable hereunder or under any other Loan Document in excess
of the Maximum Amount, or in the event for any reason whatsoever any payment by
or act of Maker pursuant to the terms or requirements hereof or of any other
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Loan Document shall result in the payment of interest which would exceed the
Maximum Amount, then any such construction shall be subject to the provisions of
this Section, and ipso facto such document shall be automatically reformed,
without the necessity of the execution of any amendment or new document, so that
the obligation of Maker to pay interest or perform such act or requirement shall
be reduced to the limit authorized under applicable legal requirements, and in
no event shall Maker be obligated to pay any interest, perform any act, or be
bound by any requirement which would result in the payment of interest in excess
of the Maximum Amount. Any amount received by Holder in excess of the Maximum
Amount shall, without further agreement or notice between or by any party
hereto, be deemed applied to reduce the Principal Amount immediately upon
receipt of such moneys by Holder, with the same force and effect as though Maker
had specifically designated such sums to be applied to principal prepayment (but
without payment of the premium provided for in Section II.B of this Note), or if
the principal has been fully repaid, shall be refunded to the Maker. The right
to accelerate the maturity of this Note or any other secured indebtedness does
not include the right to accelerate any interest which has not otherwise accrued
on the date of such acceleration, and Holder does not intend to charge or
receive any unearned interest in the event of acceleration. The provisions of
this Section shall supersede any inconsistent provision of this Note or any
other Loan Document.
SECTION VIII. MISCELLANEOUS
A. Note Secured. This Note is secured by the Mortgage and the other
Loan Documents.
B. Severability. Whenever possible, each provision of this Note shall
be interpreted in such a manner as to be effective and valid under applicable
law, but if any provision hereof shall be prohibited by or invalid or
unenforceable under the applicable law of any jurisdiction with respect to any
Person or circumstance, such provision shall be ineffective to the extent of
such prohibition, invalidity or unenforceability, without invalidating the
remaining provisions hereof or affecting the validity or enforceability of such
provisions in any other jurisdiction or with respect to other Persons or
circumstances. To the extent permitted by applicable law, the parties hereto
hereby waive any provision of law that renders any provision hereof prohibited,
invalid or unenforceable in any respect.
C. Waivers. Maker hereby waives valuation and appraisement,
presentment, protest and demand, notice of protest, demand and dishonor and
nonpayment, notice of intent to accelerate the maturity hereof and notice of
acceleration of this Note. To the extent permitted by law, Maker hereby
expressly waives the right to receive any notice from Holder with respect to any
matter for which the Loan Documents do not expressly provide for the giving of
notice by Holder to Maker.
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D. Agent for Service. Maker does hereby designate and appoint Sheldon
E. Jaffe having an address c/o Wilentz, Goldman & Spitzer, 90 Woodbridge Center
Drive, Suite 900, Box 10, Woodbridge, New Jersey, 07095, as its authorized agent
to accept and acknowledge on its behalf service of any and all process which may
be served in any suit, action or proceeding in any federal or state court in
Texas, and agrees that service of process upon said agent at said address and
written notice of said service of Maker mailed or delivered to Maker in the
manner provided in the Mortgage shall be deemed in every respect effective
service of process upon Maker in any such suit, action or proceeding in the
State of Texas. Maker shall give prompt notice to Holder of any changed address
of its authorized agent hereunder, may at any time and from time to time
designate a substitute authorized agent with an office in Texas (which office
shall be designated as the address for service of process), and shall promptly
designate such a substitute if its authorized agent ceases to have an office in
Texas or is dissolved without leaving a successor. No notice of change of
designated agent by Maker or of such agent's address shall be or be deemed
effective until thirty (30) days following Holder's receipt thereof.
E. Participation. Holder shall have the right, without notice to or
consent of Maker, (i) to sell, assign or otherwise transfer this Note and all of
the other Loan Documents in connection with the Loan, or any of its interest
therein and (ii) to transfer, assign or sell participations and
subparticipations in this Note; provided, however, that no transfer or
participation shall increase the obligations of Maker or otherwise adversely
affect the rights and obligations of Maker and Holder hereunder or under any
other Loan Documents.
F. Use of Proceeds. Maker certifies that all of the Loan proceeds will
be used exclusively for business or commercial purposes and not for any
personal, family, household, agricultural or consumer purpose.
G. Liability. If Maker consists of more than one Person, the
obligations and liabilities of each such Person hereunder shall be joint and
several.
H. No Oral Modifications. This Note cannot be modified orally, but only
by an agreement in writing signed by the party against whom enforcement of any
modification is sought.
I. WAIVER OF JURY TRIAL. MAKER AND HOLDER, TO THE FULL EXTENT PERMITTED
BY LAW, EACH HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY, WITH AND UPON THE
ADVICE OF COMPETENT COUNSEL, WAIVES, RELINQUISHES AND FOREVER FORGOES HEREBY THE
RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING, INCLUDING, WITHOUT
LIMITATION, ANY TORT ACTION, BROUGHT BY EITHER OF THEM AGAINST THE OTHER BASED
UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO OR IN CONNECTION WITH THIS NOTE,
THE LOAN OR ANY COURSE OF CONDUCT, ACT, OMISSION, COURSE OF DEALING, STATEMENTS
(WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PERSON (INCLUDING, WITHOUT
LIMITATION, SUCH PERSON'S DIRECTORS, OFFICERS, PARTNERS, MEMBERS, EMPLOYEES,
AGENTS OR ATTORNEYS, OR ANY OTHER PERSONS AFFILIATED WITH SUCH PERSON), IN
CONNECTION WITH THE LOAN OR THIS NOTE, INCLUDING, WITHOUT LIMITATION, IN ANY
COUNTERCLAIM WHICH MAKER MAY BE PERMITTED TO ASSERT HEREUNDER OR WHICH MAY BE
ASSERTED BY HOLDER OR ITS AGENTS AGAINST MAKER, WHETHER SOUNDING IN CONTRACT,
TORT OR OTHERWISE. THIS WAIVER BY MAKER OF ITS RIGHT TO A JURY TRIAL IS A
MATERIAL INDUCEMENT FOR HOLDER TO MAKE THE LOAN.
-11-
J. No Waivers by Holder. The failure of Holder to insist upon strict
performance of any term hereof shall not be deemed a waiver of any of the
obligations of Maker or any of the rights or remedies of Holder hereunder.
Holder may waive any Event of Default or performance of Maker without waiving
any other Event of Default or performance of Maker. Holder may remedy any Event
of Default without waiving the Event of Default remedied. No delay in
performance of any right or remedy of Holder shall be construed as a waiver of
such right or remedy. Acceptance of any payment after the occurrence of an Event
of Default shall not be deemed to waive or cure such Event of Default.
Acceptance by Holder of any partial payment or partial performance by Maker
shall not be deemed a waiver of full payment or full performance. No extension
of time for the payment of any amounts due under this Note made by agreement
with any Person now or hereafter liable for the payment of this Note shall
operate to release, discharge, modify, change or affect the original liability
of Maker hereunder, either in whole or in part, unless Holder agrees otherwise
in writing.
K. Offsets, Counterclaims and Defenses. Maker hereby knowingly waives
the right to assert a counterclaim, other than a compulsory counterclaim, in any
action or proceeding brought against it by Holder. Any assignee of this Note or
any successor of Holder shall take this Note free and clear of all offsets,
counterclaims or defenses which are unrelated to this Note which Maker may
otherwise have against any assignor of this Note. No such unrelated counterclaim
or defense shall be interposed or asserted by Maker in any action or proceeding
brought by any such assignee upon this Note. Any such right to interpose or
assert any such unrelated offset, counterclaim or defense in any such action or
proceeding is hereby expressly waived by Maker.
L. Time of the Essence. Time shall be of the essence in the performance
of all obligations of Maker hereunder.
M. Successors. All references herein to Maker and to Holder shall be
deemed to include their respective heirs, executors, legal representatives,
successors and assigns. Nothing in this Note, whether express or implied, shall
be construed to give any Person (other than Holder) any legal or equitable
right, remedy or claim under or in respect of this Note or any covenants or
provisions contained herein.
N. Governing Law. THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING
EFFECT TO ANY CONFLICT-OF-LAWS RULES OF THE STATE OF NEW YORK THAT MIGHT REQUIRE
THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION) SHALL GOVERN THE ISSUE OF
WHETHER ANY LATE PAYMENT CHARGE ARISING UNDER SECTION IV OF THIS NOTE IS VALID
AND ENFORCEABLE AND THE ISSUE OF WHETHER THE INTEREST CONTRACTED FOR, CHARGED,
TAKEN, RESERVED OR RECEIVED BY PAYEE ON OR IN CONNECTION WITH THIS NOTE OR ANY
THE OTHER LOAN DOCUMENTS IS USURIOUS OR OTHERWISE UNLAWFUL. WITH REGARD TO ALL
OTHER ISSUES, THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF TEXAS, EXCEPT TO THE EXTENT THAT THE APPLICABILITY OF
ANY SUCH LAW MAY NOW OR HEREAFTER BE PREEMPTED BY FEDERAL LAW, IN WHICH SUCH
CASE FEDERAL LAW SHALL SO GOVERN AND BE CONTROLLING.
-12-
IN WITNESS WHEREOF, this Note has been duly executed by Maker, the day
and year first above written.
Witness:
__________________________
Name:
__________________________
Name:
MAKER:
Wellington Apartments, L.L.C.
a Delaware limited liability company
By: Wellington Holding, Inc.
a Delaware corporation
Its Managing Member
By: __________________________
Philip G. Kupperman
Its President
-13-
STATE OF TEXAS )
) ss.:
COUNTY OF )
BEFORE ME, the undersigned, a Notary Public in and for said County and
State, on this day personally appeared Philip G. Kupperman, known to me to be
the President of WELLINGTON HOLDING, INC., the Delaware corporation that
executed the foregoing instrument, and known to me to be the person who executed
the foregoing instrument on behalf of said corporation, said corporation being
known to me to be managing member of WELLINGTON APARTMENTS, L.L.C., the Delaware
limited liability company that executed the foregoing instrument, and
acknowledged to me that such corporation executed the same as such managing
member and that such limited liability company executed the same for the
purposes and consideration therein expressed.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this _____ day of
_________________, 2003.
___________________________________
Notary Public for State of Texas
Notary's Printed Name:_____________
My Commission Expires:_________
-14-
ALLONGE TO PROMISSORY NOTE
Allonge to Promissory Note, dated as of February ___, 2003
made by Wellington Apartments, L.L.C., a Delaware limited liability company, in
favor of Merrill Lynch Mortgage Lending, Inc., a Delaware corporation, in the
original principal amount of $ 4,400,000.
ENDORSEMENT
Pay to the order of __________________________________, without
recourse or warranty.
Dated: _____________, 2003
Merrill Lynch Mortgage Lending, Inc.
By:___________________________
Name:_________________________
Title:________________________
-15-
Wilshire - Wellington Estates Apts
Loan Amount $4,400,000
Final Interest Rate 5.750%
Amortization Term 360
First Due Date 04/01/03
Monthly P&I $25,677.21
Ending Balance 233,695.21
Days In Last Day Of Ending
Period Month Month Balance Interest Principal
- -------------------------------------------------------------------------------------------------------------------
0 4,400,000.00
1 31 03/31/03 4,396,108.90 21,786.11 $3,891.10
2 30 04/30/03 4,391,496.38 21,064.69 $4,612.52
3 31 05/31/03 4,387,563.18 21,744.01 3,933.20
4 30 06/30/03 4,382,909.71 21,023.74 4,653.47
5 31 07/31/03 4,378,933.99 21,701.49 3,975.72
6 31 08/31/03 4,374,938.58 21,681.81 3,995.40
7 30 09/30/03 4,370,224.62 20,963.25 4,713.96
8 31 10/31/03 4,366,186.09 21,638.68 4,038.53
9 30 11/30/03 4,361,430.19 20,921.31 4,755.90
10 31 12/31/03 4,357,348.12 21,595.14 4,082.07
11 31 01/31/04 4,353,245.83 21,574.93 4,102.28
12 29 02/29/04 4,347,732.61 20,163.99 5,513.22
13 31 03/31/04 4,343,582.72 21,527.31 4,149.90
14 30 04/30/04 4,338,718.51 20,813.00 4,864.21
15 31 05/31/04 4,334,523.98 21,482.68 4,194.53
16 30 06/30/04 4,329,616.37 20,769.59 4,907.62
17 31 07/31/04 4,325,376.77 21,437.61 4,239.60
18 31 08/31/04 4,321,116.18 21,416.62 4,260.59
19 30 09/30/04 4,316,144.32 20,705.35 4,971.86
20 31 10/31/04 4,311,838.02 21,370.91 4,306.30
21 30 11/30/04 4,306,821.70 20,660.89 5,016.32
22 31 12/31/04 4,302,469.24 21,324.75 4,352.46
23 31 01/31/05 4,298,095.23 21,303.20 4,374.01
24 28 02/28/05 4,291,640.06 19,222.04 6,455.17
25 31 03/31/05 4,287,212.42 21,249.58 4,427.63
26 30 04/30/05 4,282,078.11 20,542.89 5,134.32
27 31 05/31/05 4,277,603.13 21,202.23 4,474.98
28 30 06/30/05 4,272,422.77 20,496.85 5,180.36
29 31 07/31/05 4,267,899.99 21,154.43 4,522.78
30 31 08/31/05 4,263,354.81 21,132.03 4,545.18
31 30 09/30/05 4,258,106.17 20,428.58 5,248.63
32 31 10/31/05 4,253,512.50 21,083.54 4,593.67
33 30 11/30/05 4,248,216.71 20,381.41 5,295.80
34 31 12/31/05 4,243,574.07 21,034.57 4,642.64
35 31 01/31/06 4,238,908.45 21,011.59 4,665.62
36 28 02/28/06 4,232,188.58 18,957.34 6,719.87
37 31 03/31/06 4,227,466.58 20,955.21 4,722.00
38 30 04/30/06 4,222,045.98 20,256.61 5,420.60
-16-
39 31 05/31/06 4,217,273.76 20,904.99 4,772.22
40 30 06/30/06 4,211,804.32 20,207.77 5,469.44
41 31 07/31/06 4,206,981.39 20,854.28 4,822.93
42 31 08/31/06 4,202,134.58 20,830.40 4,846.81
43 30 09/30/06 4,196,592.60 20,135.23 5,541.98
44 31 10/31/06 4,191,694.35 20,778.96 4,898.25
45 30 11/30/06 4,186,102.34 20,085.20 5,592.01
46 31 12/31/06 4,181,152.16 20,727.02 4,950.19
47 31 01/31/07 4,176,177.46 20,702.51 4,974.70
48 28 02/28/07 4,169,177.04 18,676.79 7,000.42
49 31 03/31/07 4,164,143.05 20,643.22 5,033.99
50 30 04/30/07 4,158,419.02 19,953.19 5,724.02
51 31 05/31/07 4,153,331.76 20,589.95 5,087.26
52 30 06/30/07 4,147,555.93 19,901.38 5,775.83
53 31 07/31/07 4,142,414.88 20,536.16 5,141.05
54 31 08/31/07 4,137,248.38 20,510.71 5,166.50
55 30 09/30/07 4,131,395.49 19,824.32 5,852.89
56 31 10/31/07 4,126,174.42 20,456.15 5,221.06
57 30 11/30/07 4,120,268.47 19,771.25 5,905.96
58 31 12/31/07 4,114,992.31 20,401.05 5,276.16
59 31 01/31/08 4,109,690.02 20,374.93 5,302.28
60 29 02/29/08 4,103,048.67 19,035.86 6,641.35
61 31 03/31/08 4,097,687.25 20,315.79 5,361.42
62 30 04/30/08 4,091,644.79 19,634.75 6,042.46
63 31 05/31/08 4,086,226.91 20,259.32 5,417.89
64 30 06/30/08 4,080,129.53 19,579.84 6,097.37
65 31 07/31/08 4,074,654.63 20,202.31 5,474.90
66 31 08/31/08 4,069,152.62 20,175.20 5,502.01
67 30 09/30/08 4,062,973.43 19,498.02 6,179.19
68 31 10/31/08 4,057,413.58 20,117.36 5,559.85
69 30 11/30/08 4,051,178.15 19,441.77 6,235.44
70 31 12/31/08 4,045,559.90 20,058.96 5,618.25
71 31 01/31/09 4,039,913.83 20,031.14 5,646.07
72 28 02/28/09 4,032,304.01 18,067.39 7,609.82
73 31 03/31/09 4,026,592.30 19,965.51 5,711.70
74 30 04/30/09 4,020,209.18 19,294.09 6,383.12
75 31 05/31/09 4,014,437.59 19,905.62 5,771.59
76 30 06/30/09 4,007,996.23 19,235.85 6,441.36
77 31 07/31/09 4,002,164.17 19,845.15 5,832.06
78 31 08/31/09 3,996,303.23 19,816.27 5,860.94
79 30 09/30/09 3,989,774.97 19,148.95 6,528.26
80 31 10/31/09 3,983,852.69 19,754.93 5,922.28
81 30 11/30/09 3,977,264.77 19,089.29 6,587.92
82 31 12/31/09 3,971,280.55 19,692.98 5,984.23
83 31 01/31/10 3,965,266.69 19,663.35 6,013.86
84 28 02/28/10 3,957,323.04 17,733.55 7,943.66
85 31 03/31/10 3,951,240.07 19,594.25 6,082.96
86 30 04/30/10 3,944,495.89 18,933.03 6,744.18
87 31 05/31/10 3,938,349.41 19,530.73 6,146.48
88 30 06/30/10 3,931,543.46 18,871.26 6,805.95
89 31 07/31/10 3,925,332.85 19,466.60 6,210.61
-17-
90 31 08/31/10 3,919,091.49 19,435.85 6,241.36
91 30 09/30/10 3,912,193.26 18,778.98 6,898.23
92 31 10/31/10 3,905,886.84 19,370.79 6,306.42
93 30 11/30/10 3,898,925.33 18,715.71 6,961.50
94 31 12/31/10 3,892,553.22 19,305.10 6,372.11
95 31 01/31/11 3,886,149.55 19,273.54 6,403.67
96 28 02/28/11 3,877,852.07 17,379.72 8,297.49
97 31 03/31/11 3,871,375.61 19,200.75 6,476.46
98 30 04/30/11 3,864,248.74 18,550.34 7,126.87
99 31 05/31/11 3,857,704.93 19,133.40 6,543.81
100 30 06/30/11 3,850,512.56 18,484.84 7,192.37
101 31 07/31/11 3,843,900.73 19,065.39 6,611.82
102 31 08/31/11 3,837,256.17 19,032.65 6,644.56
103 30 09/30/11 3,829,965.81 18,386.85 7,290.36
104 31 10/31/11 3,823,252.25 18,963.65 6,713.56
105 30 11/30/11 3,815,894.79 18,319.75 7,357.46
106 31 12/31/11 3,809,111.56 18,893.98 6,783.23
107 31 01/31/12 3,802,294.75 18,860.39 6,816.82
108 29 02/29/12 3,794,229.55 17,612.02 8,065.19
109 31 03/31/12 3,787,339.05 18,786.71 6,890.50
110 30 04/30/12 3,779,809.51 18,147.67 7,529.54
111 31 05/31/12 3,772,847.60 18,715.31 6,961.90
112 30 06/30/12 3,765,248.62 18,078.23 7,598.98
113 31 07/31/12 3,758,214.62 18,643.21 7,034.00
114 31 08/31/12 3,751,145.79 18,608.38 7,068.83
115 30 09/30/12 3,743,442.82 17,974.24 7,702.97
116 31 10/31/12 3,736,300.86 18,535.24 7,141.97
117 30 11/30/12 3,728,526.75 17,903.11 7,774.10
118 31 12/31/12 3,721,310.93 18,461.39 7,215.82
119 31 01/31/13 3,714,059.38 18,425.66 7,251.55
120 28 02/28/13 3,704,992.27 16,610.10 9,067.11
121 31 03/31/13 3,697,659.91 18,344.86 7,332.35
122 30 04/30/13 3,689,700.66 17,717.95 7,959.26
123 31 05/31/13 3,682,292.59 18,269.14 7,408.07
124 30 06/30/13 3,674,259.70 17,644.32 8,032.89
125 31 07/31/13 3,666,775.18 18,192.69 7,484.52
126 31 08/31/13 3,659,253.60 18,155.63 7,521.58
127 30 09/30/13 3,651,110.31 17,533.92 8,143.29
128 31 10/31/13 3,643,511.17 18,078.07 7,599.14
129 30 11/30/13 3,635,292.45 17,458.49 8,218.72
130 31 12/31/13 3,627,614.99 17,999.75 7,677.46
131 31 01/31/14 3,619,899.51 17,961.73 7,715.48
132 28 02/28/14 3,610,411.29 16,189.00 9,488.21
133 31 03/31/14 3,602,610.63 17,876.55 7,800.66
134 30 04/30/14 3,594,195.93 17,262.51 8,414.70
135 31 05/31/14 3,586,314.98 17,796.26 7,880.95
136 30 06/30/14 3,577,822.20 17,184.43 8,492.78
137 31 07/31/14 3,569,860.18 17,715.19 7,962.02
138 31 08/31/14 3,561,858.74 17,675.77 8,001.44
139 30 09/30/14 3,553,248.77 17,067.24 8,609.97
140 31 10/31/14 3,545,165.07 17,593.52 8,083.69
-18-
141 30 11/30/14 3,536,475.11 16,987.25 8,689.96
142 31 12/31/14 3,528,308.36 17,510.46 8,166.75
143 31 01/31/15 3,520,101.18 17,470.03 8,207.18
144 28 02/28/15 3,510,166.65 15,742.67 9,934.54
145 31 03/31/15 3,501,869.64 17,380.20 8,297.01
146 30 04/30/15 3,492,972.22 16,779.79 8,897.42
147 31 05/31/15 3,484,590.07 17,295.06 8,382.15
148 30 06/30/15 3,475,609.86 16,696.99 8,980.22
149 31 07/31/15 3,467,141.74 17,209.10 8,468.11
150 31 08/31/15 3,458,631.70 17,167.17 8,510.04
151 30 09/30/15 3,449,527.10 16,572.61 9,104.60
152 31 10/31/15 3,440,929.84 17,079.95 8,597.26
153 30 11/30/15 3,431,740.42 16,487.79 9,189.42
154 31 12/31/15 3,423,055.09 16,991.88 8,685.33
155 31 01/31/16 3,414,326.76 16,948.88 8,728.33
156 29 02/29/16 3,404,464.52 15,814.97 9,862.24
157 31 03/31/16 3,395,644.14 16,856.83 8,820.38
158 30 04/30/16 3,386,237.72 16,270.79 9,406.42
159 31 05/31/16 3,377,327.09 16,766.58 8,910.63
160 30 06/30/16 3,367,832.91 16,183.03 9,494.18
161 31 07/31/16 3,358,831.15 16,675.45 9,001.76
162 31 08/31/16 3,349,784.82 16,630.88 9,046.33
163 30 09/30/16 3,340,158.66 16,051.05 9,626.16
164 31 10/31/16 3,331,019.87 16,538.42 9,138.79
165 30 11/30/16 3,321,303.80 15,961.14 9,716.07
166 31 12/31/16 3,312,071.66 16,445.07 9,232.14
167 31 01/31/17 3,302,793.80 16,399.35 9,277.86
168 28 02/28/17 3,291,887.42 14,770.83 10,906.38
169 31 03/31/17 3,282,509.62 16,299.41 9,377.80
170 30 04/30/17 3,272,561.11 15,728.69 9,948.52
171 31 05/31/17 3,263,087.62 16,203.72 9,473.49
172 30 06/30/17 3,253,046.04 15,635.63 10,041.58
173 31 07/31/17 3,243,475.92 16,107.10 9,570.11
174 31 08/31/17 3,233,858.42 16,059.71 9,617.50
175 30 09/30/17 3,223,676.79 15,495.57 10,181.64
176 31 10/31/17 3,213,961.25 15,961.68 9,715.53
177 30 11/30/17 3,203,684.27 15,400.23 10,276.98
178 31 12/31/17 3,193,869.75 15,862.69 9,814.52
179 31 01/31/18 3,184,006.63 15,814.09 9,863.12
180 28 02/28/18 3,172,569.01 14,239.59 11,437.62
181 31 03/31/18 3,162,600.42 15,708.62 9,968.59
182 30 04/30/18 3,152,077.34 15,154.13 10,523.08
183 31 05/31/18 3,142,007.29 15,607.16 10,070.05
184 30 06/30/18 3,131,385.53 15,055.45 10,621.76
185 31 07/31/18 3,121,213.03 15,504.71 10,172.50
186 31 08/31/18 3,110,990.16 15,454.34 10,222.87
187 30 09/30/18 3,100,219.77 14,906.83 10,770.38
188 31 10/31/18 3,089,892.96 15,350.39 10,326.82
189 30 11/30/18 3,079,021.48 14,805.74 10,871.47
190 31 12/31/18 3,068,589.71 15,245.43 10,431.78
191 31 01/31/19 3,058,106.28 15,193.78 10,483.43
-19-
192 28 02/28/19 3,046,105.60 13,676.53 12,000.68
193 31 03/31/19 3,035,510.84 15,082.45 10,594.76
194 30 04/30/19 3,024,378.79 14,545.16 11,132.05
195 31 05/31/19 3,013,676.45 14,974.88 10,702.33
196 30 06/30/19 3,002,439.78 14,440.53 11,236.68
197 31 07/31/19 2,991,628.81 14,866.25 10,810.96
198 31 08/31/19 2,980,764.32 14,812.72 10,864.49
199 30 09/30/19 2,969,369.94 14,282.83 11,394.38
200 31 10/31/19 2,958,395.24 14,702.51 10,974.70
201 30 11/30/19 2,946,893.67 14,175.64 11,501.57
202 31 12/31/19 2,935,807.68 14,591.22 11,085.99
203 31 01/31/20 2,924,666.79 14,536.33 11,140.88
204 29 02/29/20 2,912,536.48 13,546.89 12,130.32
205 31 03/31/20 2,901,280.37 14,421.10 11,256.11
206 30 04/30/20 2,889,505.13 13,901.97 11,775.24
207 31 05/31/20 2,878,134.98 14,307.06 11,370.15
208 30 06/30/20 2,866,248.83 13,791.06 11,886.15
209 31 07/31/20 2,854,763.54 14,191.91 11,485.30
210 31 08/31/20 2,843,221.37 14,135.04 11,542.17
211 30 09/30/20 2,831,167.93 13,623.77 12,053.44
212 31 10/31/20 2,819,508.93 14,018.21 11,659.00
213 30 11/30/20 2,807,341.87 13,510.15 12,167.06
214 31 12/31/20 2,795,564.90 13,900.24 11,776.97
215 31 01/31/21 2,783,729.62 13,841.93 11,835.28
216 28 02/28/21 2,770,501.87 12,449.46 13,227.75
217 31 03/31/21 2,758,542.49 13,717.83 11,959.38
218 30 04/30/21 2,746,083.30 13,218.02 12,459.19
219 31 05/31/21 2,734,003.01 13,596.93 12,080.28
220 30 06/30/21 2,721,426.23 13,100.43 12,576.78
221 31 07/31/21 2,709,223.86 13,474.84 12,202.37
222 31 08/31/21 2,696,961.07 13,414.42 12,262.79
223 30 09/30/21 2,684,206.80 12,922.94 12,754.27
224 31 10/31/21 2,671,820.14 13,290.55 12,386.66
225 30 11/30/21 2,658,945.40 12,802.47 12,874.74
226 31 12/31/21 2,646,433.67 13,165.47 12,511.74
227 31 01/31/22 2,633,859.98 13,103.52 12,573.69
228 28 02/28/22 2,619,961.98 11,779.21 13,898.00
229 31 03/31/22 2,607,257.22 12,972.45 12,704.76
230 30 04/30/22 2,594,073.12 12,493.11 13,184.10
231 31 05/31/22 2,581,240.17 12,844.26 12,832.95
232 30 06/30/22 2,567,931.40 12,368.44 13,308.77
233 31 07/31/22 2,554,969.02 12,714.83 12,962.38
234 31 08/31/22 2,541,942.45 12,650.65 13,026.56
235 30 09/30/22 2,528,445.39 12,180.14 13,497.07
236 31 10/31/22 2,515,287.49 12,519.32 13,157.89
237 30 11/30/22 2,501,662.70 12,052.42 13,624.79
238 31 12/31/22 2,488,372.20 12,386.70 13,290.51
239 31 01/31/23 2,475,015.88 12,320.90 13,356.31
240 28 02/28/23 2,460,407.50 11,068.82 14,608.39
241 31 03/31/23 2,446,912.72 12,182.43 13,494.78
242 30 04/30/23 2,432,960.30 11,724.79 13,952.42
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243 31 05/31/23 2,419,329.62 12,046.53 13,630.68
244 30 06/30/23 2,405,245.03 11,592.62 14,084.59
245 31 07/31/23 2,391,477.13 11,909.30 13,767.91
246 31 08/31/23 2,377,641.05 11,841.13 13,836.08
247 30 09/30/23 2,363,356.70 11,392.86 14,284.35
248 31 10/31/23 2,349,381.39 11,701.90 13,975.31
249 30 11/30/23 2,334,961.63 11,257.45 14,419.76
250 31 12/31/23 2,320,845.73 11,561.30 14,115.91
251 31 01/31/24 2,306,659.93 11,491.41 14,185.80
252 29 02/29/24 2,291,667.04 10,684.32 14,992.89
253 31 03/31/24 2,277,336.76 11,346.93 14,330.28
254 30 04/30/24 2,262,571.79 10,912.24 14,764.97
255 31 05/31/24 2,248,097.45 11,202.87 14,474.34
256 30 06/30/24 2,233,192.38 10,772.13 14,905.08
257 31 07/31/24 2,218,572.57 11,057.40 14,619.81
258 31 08/31/24 2,203,880.38 10,985.02 14,692.19
259 30 09/30/24 2,188,763.43 10,560.26 15,116.95
260 31 10/31/24 2,173,923.64 10,837.42 14,839.79
261 30 11/30/24 2,158,663.14 10,416.72 15,260.49
262 31 12/31/24 2,143,674.31 10,688.38 14,988.83
263 31 01/31/25 2,128,611.27 10,614.17 15,063.04
264 28 02/28/25 2,112,453.68 9,519.62 16,157.59
265 31 03/31/25 2,097,236.05 10,459.58 15,217.63
266 30 04/30/25 2,081,608.10 10,049.26 15,627.95
267 31 05/31/25 2,066,237.74 10,306.85 15,370.36
268 30 06/30/25 2,050,461.25 9,900.72 15,776.49
269 31 07/31/25 2,034,936.67 10,152.63 15,524.58
270 31 08/31/25 2,019,335.23 10,075.76 15,601.45
271 30 09/30/25 2,003,334.00 9,675.98 16,001.23
272 31 10/31/25 1,987,576.07 9,919.29 15,757.92
273 30 11/30/25 1,971,422.66 9,523.80 16,153.41
274 31 12/31/25 1,955,506.74 9,761.28 15,915.93
275 31 01/31/26 1,939,512.00 9,682.47 15,994.74
276 28 02/28/26 1,922,508.72 8,673.93 17,003.28
277 31 03/31/26 1,906,350.60 9,519.09 16,158.12
278 30 04/30/26 1,889,807.98 9,134.60 16,542.61
279 31 05/31/26 1,873,487.95 9,357.17 16,320.04
280 30 06/30/26 1,856,787.87 8,977.13 16,700.08
281 31 07/31/26 1,840,304.34 9,193.68 16,483.53
282 31 08/31/26 1,823,739.19 9,112.06 16,565.15
283 30 09/30/26 1,806,800.73 8,738.75 16,938.46
284 31 10/31/26 1,790,069.69 8,946.17 16,731.04
285 30 11/30/26 1,772,969.90 8,577.42 17,099.79
286 31 12/31/26 1,756,071.35 8,778.66 16,898.55
287 31 01/31/27 1,739,089.13 8,694.99 16,982.22
288 28 02/28/27 1,721,189.52 7,777.59 17,899.62
289 31 03/31/27 1,704,034.59 8,522.28 17,154.93
290 30 04/30/27 1,686,522.54 8,165.17 17,512.04
291 31 05/31/27 1,669,195.96 8,350.63 17,326.58
292 30 06/30/27 1,651,516.98 7,998.23 17,678.98
293 31 07/31/27 1,634,017.07 8,177.30 17,499.91
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294 31 08/31/27 1,616,430.52 8,090.65 17,586.56
295 30 09/30/27 1,598,498.70 7,745.40 17,931.81
296 31 10/31/27 1,580,736.28 7,914.79 17,762.42
297 30 11/30/27 1,562,633.43 7,574.36 18,102.85
298 31 12/31/27 1,544,693.43 7,737.21 17,940.00
299 31 01/31/28 1,526,664.60 7,648.38 18,028.83
300 29 02/29/28 1,508,058.81 7,071.43 18,605.78
301 31 03/31/28 1,489,848.59 7,466.99 18,210.22
302 30 04/30/28 1,471,310.24 7,138.86 18,538.35
303 31 05/31/28 1,452,918.06 7,285.03 18,392.18
304 30 06/30/28 1,434,202.75 6,961.90 18,715.31
305 31 07/31/28 1,415,626.83 7,101.30 18,575.91
306 31 08/31/28 1,396,958.94 7,009.32 18,667.89
307 30 09/30/28 1,377,975.49 6,693.76 18,983.45
308 31 10/31/28 1,359,121.17 6,822.89 18,854.32
309 30 11/30/28 1,339,956.42 6,512.46 19,164.75
310 31 12/31/28 1,320,913.86 6,634.65 19,042.56
311 31 01/31/29 1,301,777.00 6,540.36 19,136.85
312 28 02/28/29 1,281,921.63 5,821.84 19,855.37
313 31 03/31/29 1,262,591.71 6,347.29 19,329.92
314 30 04/30/29 1,242,964.42 6,049.92 19,627.29
315 31 05/31/29 1,223,441.61 6,154.40 19,522.81
316 30 06/30/29 1,203,626.73 5,862.32 19,814.89
317 31 07/31/29 1,183,909.14 5,959.62 19,717.59
318 31 08/31/29 1,164,093.92 5,861.99 19,815.22
319 30 09/30/29 1,143,994.66 5,577.95 20,099.26
320 31 10/31/29 1,123,981.82 5,664.36 20,012.85
321 30 11/30/29 1,103,690.35 5,385.75 20,291.46
322 31 12/31/29 1,083,477.94 5,464.80 20,212.41
323 31 01/31/30 1,063,165.45 5,364.72 20,312.49
324 28 02/28/30 1,042,242.96 4,754.71 20,922.50
325 31 03/31/30 1,021,726.30 5,160.55 20,516.66
326 30 04/30/30 1,000,944.86 4,895.77 20,781.44
327 31 05/31/30 980,223.71 4,956.07 20,721.14
328 30 06/30/30 959,243.41 4,696.91 20,980.30
329 31 07/31/30 938,315.79 4,749.59 20,927.62
330 31 08/31/30 917,284.54 4,645.97 21,031.24
331 30 09/30/30 896,002.66 4,395.32 21,281.89
332 31 10/31/30 874,761.90 4,436.46 21,240.75
333 30 11/30/30 853,276.26 4,191.57 21,485.64
334 31 12/31/30 831,823.95 4,224.90 21,452.31
335 31 01/31/31 810,265.43 4,118.68 21,558.53
336 28 02/28/31 788,211.90 3,623.69 22,053.52
337 31 03/31/31 766,437.44 3,902.74 21,774.47
338 30 04/30/31 744,432.74 3,672.51 22,004.70
339 31 05/31/31 722,441.51 3,685.98 21,991.23
340 30 06/30/31 700,226.00 3,461.70 22,215.51
341 31 07/31/31 678,015.88 3,467.09 22,210.12
342 31 08/31/31 655,695.79 3,357.12 22,320.09
343 30 09/30/31 633,160.45 3,141.88 22,535.33
344 31 10/31/31 610,618.27 3,135.02 22,542.19
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345 30 11/30/31 587,866.94 2,925.88 22,751.33
346 31 12/31/31 565,100.48 2,910.76 22,766.45
347 31 01/31/32 542,221.31 2,798.03 22,879.18
348 29 02/29/32 519,055.63 2,511.54 23,165.67
349 31 03/31/32 495,948.47 2,570.05 23,107.16
350 30 04/30/32 472,647.68 2,376.42 23,300.79
351 31 05/31/32 449,310.73 2,340.26 23,336.95
352 30 06/30/32 425,786.47 2,152.95 23,524.26
353 31 07/31/32 402,217.49 2,108.23 23,568.98
354 31 08/31/32 378,531.82 1,991.54 23,685.67
355 30 09/30/32 354,668.41 1,813.80 23,863.41
356 31 10/31/32 330,747.30 1,756.10 23,921.11
357 30 11/30/32 306,654.92 1,584.83 24,092.38
358 31 12/31/32 282,496.08 1,518.37 24,158.84
359 31 01/31/33 258,217.62 1,398.75 24,278.46
360 28 02/28/33 233,695.21 1,154.81 24,522.40
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