<PAGE>
EXHIBIT 10.59
CVS - Scioto
Loan No. 50-2854583
PROMISSORY NOTE
$1,753,000.00
March 8, 2006
FOR VALUE
RECEIVED, the undersigned, COLE CV SCIOTO TRAIL OH, LLC, a
Delaware limited liability company ("Maker"), having an address at
2555 East
Camelback Road, Suite 400, Phoenix, Arizona 85016, promises to pay
to the order
of WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking
association
("Payee"), at the office of Payee at Commercial Real Estate
Services, 8739
Research Drive URP - 4, NC 1075, Charlotte, North Carolina 28262,
or at such
other place as Payee may designate to Maker in writing from time to
time, the
principal sum of ONE MILLION SEVEN HUNDRED FIFTY-THREE THOUSAND AND
NO/100
DOLLARS ($1,753,000.00), together with interest on so much thereof
as is from
time to time outstanding and unpaid, from the date of the advance
of the
principal evidenced hereby and as allocated to Fixed Rate Tranche A
and Floating
Rate Tranche B (as each term is hereinafter defined) for each such
tranche, at
the Note Rate (as hereinafter defined), together with all other
amounts due
hereunder or under the other Loan Documents (as defined herein), in
lawful money
of the United States of America, which shall at the time of payment
be legal
tender in payment of all debts and dues, public and private.
ARTICLE I -- TERMS AND CONDITIONS
1.1
Definitions. The following terms, as used in this Note, shall have
the
following meanings, which meanings shall be applicable equally to
the singular
and the plural of the terms defined:
(a) "Business Day" shall mean a day of the year on which banks
are
not required or authorized to close in Charlotte, North
Carolina.
(b) "Determination Date" shall mean a date on which the
LIBOR-Based
Rate shall be selected as the applicable interest rate in respect
of Floating
Rate Tranche B, which date shall be the day that is two (2) London
Business Days
prior to the commencement of an Interest Period or, with respect to
the first
Interest Period, the date the Loan shall be advanced by Payee.
(c) "Extended Maturity Date" shall mean March 11, 2031.
(d) "Fixed Rate Tranche A" shall mean One Million Four Hundred
Twenty-Four Thousand and No/100 Dollars ($1,424,000.00) of the
aggregate amount
of the Loan which shall bear interest as set forth in Section 1.3
hereof.
(e) "Floating Rate Tranche B" shall mean Three Hundred
Twenty-Nine
Thousand and No/100 Dollars ($329,000.00) of the aggregate amount
of the Loan
which shall bear interest at the LIBOR-Based Rate (as hereinafter
defined).
(f) "Interest Period" shall mean initially, the period commencing
on
the date hereof and ending on and including the day of the tenth
(10th) day of
the calendar month following the date of this Note, unless
principal is advanced
on the tenth (10th) of a month, in which case the first Interest
Period shall
consist only such tenth (10th) day. Each Interest Period thereafter
shall
commence on the eleventh (11th) day of each calendar month during
the term of
this Note and shall end on and include the tenth (10th) day of the
next
occurring calendar month. Interest shall accrue from the date on
which funds are
advanced hereunder (regardless of the time of day) through and
including the day
on which funds are credited pursuant to Section 1.4 hereof.
(g) "LIBOR-Based Rate" shall mean (i) for the first Interest
Period,
an interest rate per annum equal to six and sixty-nine
one-hundredths percent
(6.69%) and (ii) for each succeeding Interest Period until Floating
Rate Tranche
B is satisfied, an interest rate per annum equal at all times to
two hundred
(200) basis points above the one-month LIBOR, in each case as
determined by
Payee prior to the commencement of each Interest Period.
<PAGE>
(h) "LIBOR" shall mean with respect to each day during each
Interest
Period, the rate for U.S. dollar deposits of that many months
maturity as
reported on Telerate page 3750 as of 11:00 a.m., London time, on
the second
London Business Day before the relevant Interest Period begins (or
if not so
reported, then as determined by Payee from another recognized
source or
interbank quotation), rounded up to the nearest one-eighth of one
percent
(1/8%).
(i) "Loan" shall mean that certain loan made by Payee to Maker
in
respect of the Property which is evidenced by this Note and secured
by, among
other things, the Security Instrument and all other Loan
Documents.
(j) "Loan Documents" shall mean the Security Instrument, this
Note
and all other documents now or hereafter evidencing, securing,
guarantying,
modifying or otherwise relating to the indebtedness evidenced
hereby.
(k) "London Business Day" shall mean a day of the year on which
dealings in United States dollars are carried on in the London
interbank market
and banks are not required or authorized to close in London or in
New York, New
York.
(l) "Maturity Date" shall mean March 11, 2011.
(m) "Monthly Payment Amount" shall mean the sum of (A) from and
including the First Payment Date through the Maturity Date, an
amount equal to
the interest payable under this Note on the portion allocated as
Fixed Rate
Tranche A at the Fixed Interest Rate in the amounts for each such
Payment Date
set forth on Annex 1 attached hereto and incorporated herein by
this reference
or as provided by Payee to Maker in connection with the initial
Fixed Interest
Rate Interest Period, plus (B) through and until Floating Rate
Tranche B is
satisfied, an amount equal to the interest payable under this Note
on the
portion allocated as Floating Rate Tranche B at the LIBOR-Based
Rate pursuant to
the provisions of Section 1.2 hereof. Annex 1 is for reference
purposes only and
any payment incorrectly referenced thereon or omitted therefrom
shall not limit
or reduce Maker's obligations for actual amounts due under this
Note in
accordance with its payment terms, and Maker agrees that Payee may
substitute a
replacement Annex 1 in the event the attached does not accurately
reflect
Maker's scheduled payment obligations.
(n) "Optional Prepayment Date" shall mean March 11, 2011.
(o) "Optional Prepayment Determination Date" shall mean January
11,
2011.
(p) "Security Instrument" shall mean that certain mortgage, deed
of
trust or deed to secure debt and security agreement from Maker for
the benefit
of Payee, dated of even date herewith, covering property located in
Scioto
County, Ohio.
Each of
the capitalized terms not otherwise defined in this Note shall
have the respective meaning ascribed to it in the Security
Instrument of even
date herewith from Maker to Payee.
1.2
LIBOR-Based Rate; Pay-Down Date. (a) From the date of the advance
of
the principal evidenced hereby through the Pay-Down Date (as
hereinafter
defined) for Floating Rate Tranche B, Floating Rate Tranche B shall
bear
interest at the LIBOR-Based Rate. The LIBOR-Based Rate shall remain
in effect,
subject to the provisions hereof, from and including the first day
of the
Interest Period to and excluding the last day of the Interest
Period for which
it is determined.
(b) If requested by Payee, Maker shall immediately confirm the
LIBOR-Based Rate and the duration of the applicable Interest Period
by
acknowledging receipt of a written confirmation of the LIBOR-Based
Rate and
Interest Period delivered by Payee to Maker. Only one Interest
Period may be in
effect at any given time.
(c) Without limiting the effect of any other provision of this
Note,
Maker shall pay to Payee on the last day of each and every Interest
Period, so
long as and to the extent that Payee (or its source of funds) may
directly or
indirectly be required to maintain reserves against "Eurocurrency
liabilities"
under Federal Reserve
<PAGE>
Regulation D (as at any time amended), additional interest (as
determined by
Payee and disclosed to Maker) for each such Interest Period at an
interest rate
per annum equal, at all times during such Interest Period for the
principal
balance of Floating Rate Tranche B, to the excess of (i) the rate
obtained by
dividing LIBOR for such Interest Period by a percentage equal to
100% minus the
reserve percentage applicable during such Interest Period under
regulations
issued from time to time by the Board of Governors of the Federal
Reserve System
(or if more than one such percentage is so applicable, minus the
daily average
of such percentages for those days in such Interest Period during
which any such
percentage shall be so applicable) for determining the maximum
reserve
requirement (including, without limitation, any marginal reserve
requirement)
for Payee (or its source of funds) in respect of liabilities or
assets
consisting of or including "Eurocurrency liabilities" under Federal
Reserve
Regulation D (as at any time amended) having a term equal to such
Interest
Period over (ii) LIBOR for such Interest Period. Terms used in
Regulation D
shall have the same meanings when used herein. Each such
determination made by
Payee and each such notification by Payee to Maker under this
subparagraph of
the amount of additional interest payable hereunder shall be
conclusive as to
the matters set forth therein.
(d) In addition to the payment of interest and fees as
aforesaid,
Maker shall, from time to time, upon demand by Payee pay to Payee
amounts as
shall be sufficient to compensate Payee for (i) any loss, cost,
fee, breakage or
other expense incurred or sustained directly or indirectly by
reason of the
liquidation or reemployment of deposits or other funds acquired by
Payee to fund
or maintain Floating Rate Tranche B during any Interest Period as a
result of
any prepayment of Floating Rate Tranche B or any portion thereof or
any attempt
by Maker to rescind the selection of the LIBOR-Based Rate as the
applicable
interest rate for Floating Rate Tranche B and (ii) any increased
costs incurred
by Payee, by reason of:
(x) taxes (or the withholding of amounts for taxes) of any
nature
whatsoever, including, without limitation, income, excise and
interest
equalization taxes (other than United States or state income taxes)
as
well as
all levies, imports, duties, or fees whether now in existence
or
as the
result of a change in, or promulgation of, any treaty, statute
or
regulation
or interpretation thereof, or any directive, guideline or
otherwise,
by a central bank or fiscal authority or any other entity
(whether
or not having the force of law) or a change in the basis of, or
time of
payment of, such taxes and other amounts resulting therefrom;
(y) any reserve or special deposit requirements against or with
respect to
assets or liabilities or deposits outstanding under LIBOR
(including, without limitation, those imposed under the Monetary
Control
Act of
1978) currently required by, or resulting from a change in, or
the
promulgation of, such requirements by treaty, statute,
regulation,
interpretation thereof, or any directive, guidelines, or otherwise
by a
central
bank or fiscal authority (whether or not having the force of
law);
and
(z) any other costs resulting from compliance with treaties,
statutes,
regulations, interpretations or any directives or guidelines or
otherwise,
promulgated by or of a central bank or fiscal authority or
other
entity with similar authority (whether or not having the force
of
law).
A certificate as to the amount of any such costs prepared by Payee,
signed by an
authorized officer of Payee and submitted to Maker shall be
conclusive as to the
matters therein set forth.
(e) The
selection at any time of an interest rate based upon LIBOR
shall
be expressly conditioned upon the existence of an adequate and fair
means of
determining LIBOR and the absence of any legal prohibition against
the charging
of interest based on LIBOR.
(f) On or
prior to June 8, 2006 (the "Pay-Down Date"), Maker shall fully
prepay the principal balance of this Note allocated as Floating
Rate Tranche B.
Floating Rate Tranche B shall not be deemed to have been paid
and/or satisfied
in full until all such additional costs, in addition to the
principal balance
thereof and all interest thereon and all other sums due and payable
under the
Loan Documents in regards to Floating Rate Tranche B, shall have
been paid.
1.3 Note
Rate; Computation of Interest. The term "Note Rate" as used in
this Note shall mean (a) for Fixed Rate Tranche A, from the date of
this Note
through but not including the Optional Prepayment Date, a rate per
annum equal
to five and sixty-seven one-hundredths percent (5.67%) (the "Fixed
Interest
Rate"), (b) for Floating Rate Tranche B, from the date of this Note
through the
Pay-Down Date and satisfaction of Floating Rate Tranche B,
<PAGE>
a rate per annum equal to the LIBOR-Based Rate, and (c) from the
Optional
Prepayment Date through and including the date this Note is paid in
full, a rate
per annum equal to the greater of (i) the Fixed Interest Rate plus
two (2%)
percent or (ii) the Treasury Constant Maturity Yield Index (as
hereinafter
defined) plus two (2%) percent ((i) or (ii), as applicable, the
"Revised
Interest Rate"). Interest shall be computed hereunder based on a
360-day year
and based on the actual number of days elapsed for any period in
which interest
is being calculated. For purposes of this Section 1.3, the term
"Treasury
Constant Maturity Yield Index" shall mean the average yield for
"This Week" as
reported by the Federal Reserve Board in Federal Statistical
Release H.15 (519)
published during the second full week preceding the Optional
Prepayment Date for
instruments having a maturity coterminous with the remaining term
of this Note.
If there is no Treasury Constant Maturity Yield Index for
instruments having a
maturity coterminous with the remaining term of this Note, then the
index shall
be equal to the weighted average yield to maturity of the Treasury
Constant
Maturity Yield Indices with maturities next longer and shorter than
such
remaining average life to maturity, calculated by averaging (and
rounding upward
to the nearest whole multiple of 1/100 of 1% per annum, if the
average is not
such a multiple) the yields of the relevant Treasury Constant
Maturity Yield
Indices (rounded, if necessary, to the nearest 1/100 of 1% with any
figure of
1/200 of 1% or above rounded upward). If such Release is not
available or no
longer published, Payee may refer to another recognized source of
financial
market information.
1.4
Payment of Principal and Interest. Payments in federal funds
immediately available at the place designated for payment received
by Payee
prior to 2:00 p.m. local time on a day on which Payee is open for
business at
said place of payment shall be credited prior to close of business,
while other
payments, at the option of Payee, may not be credited until
immediately
available to Payee in federal funds at the place designated for
payment prior to
2:00 p.m. local time on a day on which Payee is open for business.
Interest only
shall be payable in consecutive monthly installments of the Monthly
Payment
Amount, beginning on April 11, 2006 (the "First Payment Date"), and
continuing
on the eleventh (11th) day of each and every calendar month
thereafter (each, a
"Payment Date"). On the Maturity Date or the Optional Prepayment
Date, the
entire outstanding principal balance hereof, together with all
accrued but
unpaid interest thereon, shall be due and payable in full provided,
however,
that in the event that such amounts are not paid on such date, the
Maturity Date
shall be extended to the Extended Maturity Date. In computing the
number of days
during which interest accrues, the day on which funds are initially
advanced
shall be included regardless of the time of day such advance is
made, and the
day on which funds are repaid shall be included unless repayment is
credited
prior to close of business. Payments in federal funds immediately
available in
the place designated for payment received by Payee prior to 2:00
p.m. local time
on a Business Day at said place of payment shall be credited prior
to close of
business, while other payments, at the option of Payee, may not be
credited
until immediately available to Payee in federal funds in the place
designated
for payment prior to 2:00 p.m. local time at said place of payment
on a Business
Day.
1.5
Application of Payments. So long as no Event of Default (as
hereinafter defined) exists hereunder or under any other Loan
Document, each
such monthly installment shall be applied, prior to the Optional
Prepayment
Date, first, to any amounts hereafter advanced by Payee hereunder
or under any
other Loan Document, second, to any late fees and other amounts
payable to
Payee, third, to the payment of accrued interest and last to
reduction of
principal, and from and after the Optional Prepayment Date, as
provided in
Section 2.2 of this Note.
1.6
Payment of "Short Interest". If the advance of the principal
amount
evidenced by this Note is made on a date on or after the first
(1st) day of a
calendar month and prior to the eleventh (11th) day of a calendar
month, Maker
shall pay to Payee contemporaneously with the execution hereof
interest at the
Note Rate for a period from the date hereof through and including
the tenth
(10th) day of this calendar month. If the advance of the principal
amount
evidenced by this Note is made on a date after the eleventh (11th)
day of a
calendar month and prior to or on the last day of a calendar month,
Maker shall
pay to Payee contemporaneously with the execution hereof interest
at the Note
Rate for a period from the date hereof through and including the
tenth (10th)
day of the immediately succeeding calendar month.
1.7
Prepayment; Defeasance.
(a) This
Note may not be prepaid, in whole or in part (except as
otherwise
specifically provided herein), at any time prior to the Optional
Prepayment
Date. In the event that Maker wishes to have the Security Property
(as
hereinafter defined) released from the lien of the Security
Instrument prior to
the Optional Prepayment Date, Maker's sole option shall be a
Defeasance (as
hereinafter defined) upon satisfaction of the terms and
<PAGE>
conditions set forth in Section 1.7(d) hereof. This Note may be
prepaid in whole
but not in part without premium or penalty on any of the three (3)
Payment Dates
occurring immediately prior to the Maturity Date provided (i)
written notice of
such prepayment is received by Payee not more than ninety (90) days
and not less
than thirty (30) days prior to the date of such prepayment, and
(ii) such
prepayment is accompanied by all interest accrued hereunder through
and
including the date of such prepayment and all other sums due
hereunder or under
the other Loan Documents. If, upon any such permitted prepayment on
any of the
three (3) Payment Dates occurring immediately prior to the Maturity
Date, the
aforesaid prior written notice has not been timely received by
Payee, there
shall be due a prepayment fee equal to, an amount equal to the
lesser of (i)
thirty (30) days' interest computed at the Note Rate on the
outstanding
principal balance of this Note so prepaid and (ii) interest
computed at the Note
Rate on the outstanding principal balance of this Note so prepaid
that would
have been payable for the period from, and including, the date of
prepayment
through the Maturity Date of this Note as though such prepayment
had not
occurred.
(b) If,
prior to the fourth (4th) anniversary of the First Payment Date
(the "Lock-out Expiration Date"), the indebtedness evidenced by
this Note shall
have been declared due and payable by Payee pursuant to Article III
hereof or
the provisions of any other Loan Document due to a default by
Maker, then, in
addition to the indebtedness evidenced by this Note being
immediately due and
payable, there shall also then be immediately due and payable a sum
equal to the
interest which would have accrued on the principal balance of this
Note at the
Note Rate from the date of such acceleration to the Lock-out
Expiration Date,
together with a prepayment fee in an amount equal to the Yield
Maintenance
Premium (as hereinafter defined) based on the entire indebtedness
on the date of
such acceleration. If such acceleration is on or following the
Lock-out
Expiration Date, the Yield Maintenance Premium shall also then be
immediately
due and payable as though Maker were prepaying the entire
indebtedness on the
date of such acceleration. In addition to the amounts described in
the two
preceding sentences, in the event of any such acceleration or
tender of payment
of such indebtedness occurs or is made on or prior to the first
(1st)
anniversary of the date of this Note, there shall also then be
immediately due
and payable an additional prepayment fee of three percent (3%) of
the principal
balance of this Note. The term "Yield Maintenance Premium" shall
mean an amount
equal to the greater of (A) two percent (2.0%) of the principal
amount 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 as of the date of such prepayment to each such
Payment Date and
the Maturity Date. The term "Payment Differential" shall mean an
amount equal to
(i) the Note Rate less the Reinvestment Yield, divided by (ii)
twelve (12) and
multiplied by (iii) the principal sum outstanding under this Note
after
application of the constant monthly payment due under this Note on
the date of
such prepayment, provided that the Payment Differential shall in no
event be
less than zero. The term "Reinvestment Yield" shall mean an amount
equal to the
lesser of (i) the yield on the U.S. Treasury issue (primary issue)
with a
maturity date closest to the Maturity Date, or (ii) the yield on
the U.S.
Treasury issue (primary issue) with a term equal to the remaining
average life
of the indebtedness evidenced by this Note, with each such yield
being based on
the bid price for such issue as published in the Wall Street
Journal on the date
that is fourteen (14) days prior to the date of such prepayment set
forth in the
notice of prepayment (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. In the event that any prepayment
fee is due
hereunder, Payee shall deliver to Maker a statement setting forth
the amount and
determination of the prepayment fee, and, provided that Payee shall
have in good
faith applied the formula described above, Maker shall not have the
right to
challenge the calculation or the method of calculation set forth in
any such
statement in the absence of manifest error, which calculation may
be made by
Payee on any day during the fifteen (15) day period preceding the
date of such
prepayment. Payee shall not be obligated or required to have
actually reinvested
the prepaid principal balance at the Reinvestment Yield or
otherwise as a
condition to receiving the prepayment fee.
(c)
Partial prepayments of this Note shall not be permitted, except
for
(i) partial prepayments resulting from Payee's election to apply
insurance or
condemnation proceeds to reduce the outstanding principal balance
of this Note
as provided in the Security Instrument, in which event no
prepayment fee or
premium shall be due unless, at the time of either Payee's receipt
of such
proceeds or the application of such proceeds to the outstanding
principal
balance of this Note, an Event of Default shall have occurred,
which Event of
Default is unrelated to the applicable casualty or condemnation, in
which event
the applicable prepayment fee or premium shall be due and payable
based upon the
amount of the prepayment or (ii) any partial prepayment required on
or prior to
the Pay-Down Date pursuant to Section 1.2(f) above, in which event
no prepayment
fee or premium shall be due. No notice of prepayment shall be
required
<PAGE>
under the circumstances specified in subclause (i) of the preceding
sentence. No
principal amount repaid may be reborrowed. Any such partial
prepayments of
principal under subclause (i) above shall be applied to the unpaid
principal
balance evidenced hereby but such application shall not reduce the
amount of the
fixed monthly installments required to be paid pursuant to Section
1.4 above.
Except as otherwise expressly provided herein, the prepayment fees
provided
above shall be due, to the extent permitted by applicable law,
under any and all
circumstances where all or any portion of this Note is paid prior
to the
Maturity Date, whether such prepayment is voluntary or involuntary,
including,
without limitation, if such prepayment results from Payee's
exercise of its
rights upon Maker's default and acceleration of the Maturity Date
of this Note
(irrespective of whether foreclosure proceedings have been
commenced), and shall
be in addition to any other sums due hereunder or under any of the
other Loan
Documents. No tender of a prepayment of this Note with respect to
which a
prepayment fee is due shall be effective unless such prepayment is
accompanied
by the applicable prepayment fee.
(d) (i) On
any Payment Date on or after the later to occur of (x) the
Lock-out
Expiration Date, and (y) the day immediately following the date
which is
two (2) years after the "startup day," within the meaning of
Section
860G(a)(9) of the Internal Revenue Code of 1986, as amended
from
time to
time or any successor statute (the "Code"), of a "real estate
mortgage
investment conduit," within the meaning of Section 860D of the
Code, that
holds this Note, and provided no Event of Default has occurred
hereunder
or under any of the other Loan Documents, at Maker's option,
Payee
shall cause the release of the Security Property from the lien
of
the
Security Instrument and the other Loan Documents (a "Defeasance")
upon
the
satisfaction of the following conditions:
(A) Maker shall give not more than ninety (90) days' or
less than sixty (60) days' prior written notice to Payee
specifying
the date Maker intends for the Defeasance to be consummated
(the
"Release Date"), which date shall be a Payment Date.
(B) All accrued and unpaid interest and all other sums
due under this Note and under the other Loan Documents up to
and
including the Release Date shall be paid in full on or prior to
the
Release Date.
(C) Maker shall deliver to Payee on or prior to the
Release Date:
(1) a sum of money in immediately available funds (the
"Defeasance Deposit"), equal to the outstanding principal
balance of this Note plus an amount, if any, which together
with the outstanding principal balance of this Note, shall be
sufficient to enable Payee to purchase, through means and
sources customarily employed and available to Payee, for the
account of Maker, direct, non-callable obligations of the
United States of America that provide for payments prior, but
as close as possible, to all successive monthly Payment Dates
occurring after the Release Date and to the Maturity Date,
with each such payment being equal to or greater than the
amount of the corresponding installment of principal and/or
interest required to be paid under this Note (including, but
not limited to, all amounts due on the Maturity Date) for the
balance of the term hereof (the "Defeasance Collateral"), each
of which shall be duly endorsed by the holder thereof as
directed by Payee or accompanied by a written instrument of
transfer in form and substance satisfactory to Payee in its
sole discretion (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) in order to perfect
upon the delivery of the Defeasance Security Agreement (as
hereinafter defined) the first priority security interest in
the Defeasance Collateral in favor of Payee in conformity with
all applicable state and federal laws governing granting of
such security interests;
(2) a pledge and security agreement, in form and
substance satisfactory to a prudent lender, creating a first
priority security interest in favor of Payee in the Defeasance
Collateral (the "Defeasance Security Agreement"), which shall
provide, among other things,
<PAGE>
that any excess received by Payee from the Defeasance
Collateral over the amounts payable by Maker hereunder shall
be refunded to Maker promptly after each monthly Payment Date;
(3) a certificate of Maker certifying that all of the
requirements set forth in this Section 1.7(d)(i) have been
satisfied;
(4) one or more opinions of counsel for Maker in form
and substance and delivered by counsel which would be
satisfactory to a prudent lender stating, among other thi
