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WELLS FARGO BANK,
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CONSTRUCTION LOAN NOTE
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NATIONAL ASSOCIATION
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OF STINGRAY PROPERTIES, LLC
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$
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4,000,000.00
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FOR VALUE RECEIVED, STINGRAY
PROPERTIES, LLC (the “Borrower”) promises to pay to
the order of Wells Fargo Bank, National Association (the
“Bank”), at its principal office or such other address
as the Bank or holder may designate from time to time, the
principal sum of FOUR MILLION AND NO/100s DOLLARS
($4,000,000.00), or the amount shown on the Bank’s
records to be outstanding, plus interest (calculated on the basis
of actual days elapsed in a 360-day year) accruing each day on the
unpaid principal balance. Absent manifest error, the Bank’s
records shall be conclusive evidence of the principal and accrued
interest owing hereunder.
INTEREST:
(a) Beginning from the date
hereof through the month in which the Phase II Completion Date (as
defined in the Loan Agreement, which, in turn, is defined below)
occurs, interest shall accrue on the unpaid outstanding principal
balance of this Construction Loan Note at a floating rate per annum
equal to the sum of LIBOR and a margin of one and one-quarter
percent (1.25/0). “LIBOR” is the rate per annum for
United States dollar deposits quoted by the Bank as the Inter-Bank
Market Offered Rate, rounded upward if necessary to the nearest
whole 1/8 th of 1%, with the understanding that such
rate is quoted for the purpose of calculating effective rates of
interest for loans making reference thereto. Borrower understands
and agrees that the Bank may base its quotation of the Inter-Bank
Market Offered Rate upon such offers or other market indicators of
the Inter-Bank Market as the Bank in its discretion deems
appropriate including, but not limited to, the rate offered for
U.S. dollar deposits on the London Inter-Bank Market.
With respect to each LIBOR
designation hereunder, the Bank is hereby authorized to note the
date, principal amount, and interest rate applicable thereto and
any payments made thereon on the Bank’s books and records
(either manually or by electronic entry) and/or on any schedule
attached to this Construction Loan Note, which notations shall be
prima facie evidence of the accuracy of the information noted. If
the Board of Governors of the Federal Reserve System (or any
successor) prescribes a reserve percentage (the “Reserve
Percentage”) for “Eurocurrency Liabilities” (as
defined in Regulation D of the Federal Reserve Board, as
amended), then the above definition of LIBOR shall be the
“Base LIBOR”, and “LIBOR” shall mean: Base
LIBOR divided by (100% minus LIBOR Reserve Percentage).
“LIBOR Reserve Percentage” means the Reserve Percentage
adjusted by the Bank for expected changes in such reserve
percentage.
If the Bank at an