fees, penalties, premiums, adjustments, expenses, counsel fees and other payments of any kind
required to be paid by the Borrower under the Agreement. Capitalized terms used but not defined
herein shall have the meanings ascribed thereto in the Agreement.
The Lender’s rights under the Agreement, the Collateral Assignment and this Note
(hereinafter collectively referred to as the “Financing Documents”) have been assigned to The
Bank of New York Mellon, as Master Servicer/Trustee (the “Master Servicer/Trustee”), acting
pursuant to the Bond Trust Indenture dated as of [CLOSING DATE] as amended and
supplemented, and particularly as amended and supplemented by the [ORDINAL] Supplemental
Trust Indenture between the Master Servicer/Trustee and the Lender dated as of [CLOSING
DATE] (collectively, the “Bond Trust Indenture”). Such assignment is made as security for the
payment of the [YEAR-NUMBER] Bonds.
As provided in the Agreement and subject to the provisions thereof, payments hereon are
to be made at the corporate trust office of the Master Servicer/Trustee in New York, New York
or at such other office as shall be designated by the Master Servicer/Trustee, or at the office
designated for such payment by any successor trustee in an amount which, together with other
moneys available therefor pursuant to the Bond Trust Indenture, will equal the amount payable
as principal of and interest, late charges (if any), and premiums (if any) on the [YEAR-
NUMBER] Bond outstanding under the Bond Trust Indenture on such Payment Date. The
[YEAR-NUMBER] Bond provides for the optional prepayment thereof in whole or in part and,
accordingly, the Agreement includes provision for optional prepayment of this Note as a whole
or in part, and in such event the prepayment shall be credited in inverse order of principal
installments due on the Advance(s) being prepaid, as designated by the Borrower in accordance
with the terms of the Agreement. As provided in Section 2.7 of the Agreement, Loan Payments
shall be deemed paid at the time the corresponding payments of principal and interest are paid on
the [YEAR-NUMBER] Bond to the extent that such payments on the [YEAR-NUMBER] Bond
is attributable to Loan Deposits or investment earnings thereon.
The Borrower shall make payments on this Note on the dates and in the amounts
specified herein and in the Agreement and in addition shall make such other payments as are
required of the Borrower pursuant to the Financing Documents, the Bond Trust Indenture and the
[YEAR-NUMBER] Bond. Upon an Event of Default, as defined in any of the Financing
Documents, the principal of and interest on this Note may be declared immediately due and
payable as provided in the Agreement. Upon any such declaration the Borrower shall pay all
costs, disbursements, expenses and reasonable counsel fees of the Lender, the Guarantor and the
Master Servicer/Trustee in seeking to enforce their rights under any of the Financing Documents.
All obligations of the Borrower herein are obligations of the Borrower and not of its
officers, directors or employees.
THE BORROWER ACKNOWLEDGES THAT THE LOAN EVIDENCED BY THIS
NOTE IS A COMMERCIAL TRANSACTION AND WAIVES ITS RIGHTS TO NOTICE
AND HEARING AS ALLOWED UNDER ANY STATE OR FEDERAL LAW WITH
RESPECT TO ANY PREJUDGMENT REMEDY WHICH THE HOLDER HEREOF MAY
DESIRE TO USE. The Borrower further (1) waives diligence, demand, presentment for
payment, notice of nonpayment, protest and notice of protest, notice of any renewals or