{"id":41224,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/promissory-note-savanna-partners-and-imclone-systems-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"promissory-note-savanna-partners-and-imclone-systems-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/promissory-note-savanna-partners-and-imclone-systems-inc.html","title":{"rendered":"Promissory Note – Savanna Partners and ImClone Systems Inc."},"content":{"rendered":" PROMISSORY NOTE\n$10,000,000.00 October 5, 2001\n New York, New York\n\n\n FOR VALUE RECEIVED, 325 SPRING STREET LLC, a Delaware limited\nliability company, having offices in care of Savanna Partners, 80 Fifth\nAvenue, New York, New York 10010 (\"Borrower\"), hereby promises to pay to\nIMCLONE SYSTEMS INCORPORATED, a Delaware corporation, having an address at 180\nVarick Street, New York, New York 10014, and its successors and assigns\n(\"Lender\"), the principal sum of TEN MILLION DOLLARS ($10,000,000.00) (the\n\"Principal Sum\"), in lawful money of the United States of America, together\nwith interest on said Principal Sum, or so much thereof as shall be\noutstanding hereunder from time to lime, to be computed from the date hereof\nat the rates and in the amounts hereinafter set forth. The Principal Sum shall\nbe reduced by any payments in reduction of principal made by the Borrower from\ntime to time.\n\n Borrower hereby covenants with Lender as follows:\n\n 1. Interest Rate. Borrower shall pay to Lender, monthly in arrears, base\ninterest on the Principal Sum calculated on the basis of a year of 365 days\nand the actual number of days elapsed (a) from the date hereof through and\nuntil the Maturity Date (as hereinafter defined) at the Interest Rate (as\nhereinafter defined) and (b) from and after the Maturity Date and until the\nPrincipal Sum has been paid in full, at the Default Rate (as hereinafter\ndefined).\n\n As used in this Note, the following terms shall have the meanings\nprovided for below:\n\n \"Business Day\" shall mean any day other than a day on which banking\ninstitutions in New York are authorized or obligated by law or executive order\nto close.\n\n \"Default Rate\" shall mean the lesser of (i) five (5%) percent per\nannum over the Interest Rate and (ii) the maximum lawful non-usurious contract\nrate of interest allowed by applicable law.\n\n \"Effective Date\" shall mean the Commencement Date as defined in the\nSublease (as hereinafter defined).\n\n\n\n\n\n \"Interest Rate\" shall mean a fixed rate of interest equal to (a) 5.5%\nper annum, for the period commencing on the Effective Date through and\nincluding the day immediately preceding the fifth (5th) anniversary of the\nEffective Date, (b) 6.5% per annum, for the period commencing on the fifth\n(5th) anniversary of the Effective Date through and including the day\nimmediately preceding the tenth (10th) anniversary of the Effective Date, (c)\n7.5% per annum, for the period commencing on the tenth (10th) anniversary of\nthe Effective Date through and including the day immediately preceding the\nfifteenth (15th) anniversary of the Effective Date and (d) 8.5% per annum, for\nthe period commencing on the fifteenth (15th) anniversary of the Effective\nDate through and including the Maturity Date.\n\n \"Payment Date\" shall have the meaning ascribed thereto in Section 3.1\nbelow.\n\n 2. Maturity Date. The entire unpaid balance of the Principal Sum,\ntogether with all interest accrued and unpaid thereon shall be due and payable\nin full on the day immediately preceding the twentieth (20th) anniversary of\nthe Effective Date (which date, or such earlier date to which the maturity of\nthis Note is accelerated, shall be referred to as the \"Maturity Date\");\nprovided, however, that mandatory prepayment of all or a portion of this Note\nmay be required under certain circumstances as provided herein; and provided,\nfurther, that upon the occurrence of an Event of Default (as hereinafter\ndefined), at the option of Lender, the entire unpaid balance of the Principal\nSum, together with all interest accrued and unpaid thereon shall become\nimmediately due and payable.\n\n 3. Interest and Principal Payments. The Principal Sum and interest\nthereon shall be paid by Borrower to Lender in accordance with the further\nprovisions of this Section 3.\n\n 3.1 On the first day of the month immediately following the\nEffective Date of this Note, and on the first day of each of the succeeding\nmonths thereafter to and including the Maturity Date (each, a \"Payment Date\"),\nBorrower shall pay to Lender the monthly payments on account of principal and\ninterest more particularly described on Exhibit A annexed hereto and made a\npart hereof.\n\n 3.2 On the Maturity Date, Borrower shall pay to Lender the\nentire unpaid balance of the Principal Sum, together with all accrued and\nunpaid interest thereon and all other amounts due hereunder.\n\n 3.3 All sums payable hereunder shall be payable in lawful money\nof the United States of America at Lender's address listed above, or, upon\nreceipt of notification by Borrower, at such other place designated in writing\nby Lender. If the date on which any payment is required to be made hereunder\nis not a Business Day, then such date for payment shall be extended to the\nnext succeeding Business Day.\n\n\n 2\n\n\n\n\n 4. Event of Default: Acceleration by Lender.\n\n 4.1 The occurrence of any one of the following events shall\nconstitute an event of default (each an \"Event of Default\") by Borrower under\nthis Note:\n\n (i) if Borrower defaults, and such default\nremains uncured for five (5) days after notice from Lender, with respect to\n(i) any repayment of the principal amount of his\/its obligations hereunder\nwhen due and payable, whether at stated maturity, upon acceleration or\notherwise, or (ii) the payment of any interest hereunder when due and payable\nor declared due and payable, unless such default is caused solely by the\nfailure of the Lock Box Bank (as such term is defined in the Sublease as\ndefined in Section 13.4 hereof) from making payment to Lender and not by any\nfault, acts or omissions of Borrower;\n\n (ii) if a petition under any section or chapter\nof the United States Bankruptcy Code or any similar law or regulation is filed\nby the Borrower or if Borrower shall make an assignment for the benefit of its\ncreditors;\n\n (iii) if Borrower is enjoined, restrained or in\nany way prevented by court order from conducting all or any material part of\nhis business affairs or if a petition under any section or chapter of the\nUnited States Bankruptcy Code or any similar law or regulation is filed\nagainst the Borrower and such injunction, restraint or petition is not\ndismissed or stayed within sixty (60) days after entry or filing thereof;\n\n (iv) if application is made by Borrower for the\nappointment of a receiver, trustee or custodian for any of Borrower's assets;\nor\n\n (v) if an application is made by any person\nother than Borrower for the appointment of a receiver, trustee or custodian\nfor any of such Obligor's assets and such application is not dismissed within\nsixty (60) days after the application therefore;\n\n (vi) the dissolution of Borrower;\n\n (vii) if Borrower defaults beyond the expiration\nof applicable notice and cure periods with respect to any of its obligations\nunder the Leasehold Mortgage (as herein defined).\n\n 4.2 Upon the occurrence and during the continuation of any Event\nof Default, Lender, by written notice to Borrower, may declare the entire\nunpaid principal amount of this Note, the interest accrued thereon, and all\nobligations of Borrower hereunder to be immediately due and payable; and the\nentire unpaid principal amount owed hereunder, all interest accrued thereon,\nand all other obligations of the undersigned to the holder hereof shall\nautomatically become immediately due and payable without presentment, demand,\nprotest or notice of any kind, all of which are hereby expressly waived.\n\n 3\n\n\n\n\n\n\n\n 5. Prepayment by Borrower. The outstanding Principal Sum may be prepaid,\nin whole or in part, at any time, without the prior consent of Lender, without\npremium or penalty of any kind, upon not less than five (5) days prior written\nnotice to Lender, with all accrued interest to the date of prepayment. Any\nprepayment shall be applied first to any interest accrued and outstanding\nhereunder and then to the outstanding Principal Sum. Notwithstanding the\nforegoing to the contrary, there shall be no adjustment in the due date or in\nthe amount of the monthly payments on account of principal and interest\ndescribed on Exhibit A due hereunder as a result of such prepayment.\n\n 6. Default Rate Interest\/Late Charge\n\n 6.1 Upon the occurrence of any Event of Default hereunder, and\nafter maturity (whether by acceleration or otherwise), whichever shall occur\nearlier, interest on the Principal Sum, all overdue interest and all other\nsums payable hereunder shall be at the Default Rate, which Default Rate shall\napply from the date of the occurrence of such Event of Default or the maturity\nof this Note, as the case may be, until the indefeasible repayment of all\namounts outstanding hereunder, including without limitation overdue interest,\nfees, costs and all other sums payable hereunder, it being the intention of\nLender and Borrower that the Default Rate will apply from the time of an Event\nof Default or maturity, as the case may be, occurs until Lender is so\nindefeasibly repaid in full, and shall include without limitation the period\ncommencing on the date a judgment with respect to this Note is entered through\nand including the time of satisfaction of such judgment. Borrower hereby\nknowingly, intelligently and after consultation with Borrower's counsel waives\nthe benefits of all applicable statutes providing for an interest rate hereon\nother than as set forth herein. Interest at the Default Rate shall be paid\nimmediately upon demand, which demand may be made as frequently as Lender\nshall elect.\n\n 6.2 If any payment due hereunder is not paid within ten (10)\ndays after the date when due, Borrower shall pay to Lender a late charge of\nfour percent (4%) of the amount so overdue in order to defray part of the\nexpense incident to handling such delinquent payment. Such late charge shall\nbe immediately due and payable without notice or demand by Lender. Borrower\nrecognizes that its default in making, when due, any payment under this Note\nwill require Lender to incur additional expense in servicing and administering\nthis Note and a loss to Lender of the use of the money due and in frustration\nto Lender in meeting its other financial and loan commitments. Borrower\nadditionally acknowledges that the damages caused thereby would be extremely\ndifficult and impractical to ascertain. Borrower agrees (i) that an amount\nequal to the late charge plus the accrual of interest at the Default Rate is a\nreasonable estimate of the damage to Lender in the event of a late payment,\nand (ii) that the accrual of interest at the Default Rate following any other\nEvent of Default is a reasonable estimate of the damage to Lender in the event\nof such other Event of Default, regardless of whether there has been an\nacceleration of this Note.\n\n\n 7. Borrower's Waivers. Borrower, for itself and its successors and\nassigns, hereby waives presentment for payment, demand, notice of dishonor,\nprotest, notice of\n\n 4\n\n\n\n\n\n\nprotest and any other notice Borrower may lawfully waive and any and all lack\nof diligence or delays in the collection or enforcement hereof, and waives and\nrenounces all rights to the benefits of any statute of limitations and any\nmoratorium, appraisal, exemption and homestead rights now provided or which\nmay hereafter be provided by any federal or state statute, including, but not\nlimited to, exemptions provided or allowed under the Bankruptcy Reform Act of\n1978, as amended (the \"Bankruptcy Code\"), both as to itself and as to all of\nits property, whether real or personal, against the enforcement and collection\nof the obligations evidenced by this Note and any and all extensions, renewals\nand modifications hereof. Borrower consents to any extension of time of payment\nhereof, release of all or any part of the security for the payment of this\nobligation, and release of any party liable for payment of this obligation, by\nLender, from time to time, and any such extension or release may be made\nwithout notice to any party and without discharging any party's liability\nhereunder.\n\n 8. No Waiver by Lender. The liability, of Borrower hereunder shall be\nunconditional and shall not be in any manner effected by any indulgence\nwhatsoever granted or consented to by the holder hereof, including but not\nlimited to any extension of time, renewal, waiver or other modification. No\nfailure on the part of Lender to exercise, and no delay in exercising, and no\ncourse of dealing with respect to, any right, power or privilege under this\nNote shall operate as a waiver thereof, nor shall any single or partial\nexercise of any right, power or privilege under this Note preclude any other\nor further exercise thereof or the exercise of any other right, power or\nprivilege. Upon the occurrence of any Event of Default, the Lender may proceed\nto protect and enforce its rights hereunder by suit in equity, action at law\nor by other appropriate proceeding, whether for the specific performance of\nany covenant or agreement contained in this Note, or may proceed to enforce\nthe payment of this Note, or to enforce any other legal or equitable right of\nthe Lender hereunder. The remedies provided herein are cumulative and not\nexclusive of any remedies provided by law.\n\n 9. WAIVER OF TRIAL BY JURY. BORROWER AND LENDER EACH WAIVES, AND\nCOVENANTS THAT THEY WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT (OR\nOTHERWISE), ANY RIGHT TO TRIAL BY JURY N ANY FORUM N RESPECT OF ANY ACTION\nBROUGHT ON, UNDER OR BY VIRTUE OF THIS NOTE OR IN ANY WAY CONNECTED WITH THIS\nNOTE.\n\n 10. Governing Law; Severability. The provisions of this Note shall be\ngoverned by and interpreted in accordance with the laws of the State of New\nYork applicable to agreements made and to be performed entirely within such\nState. The invalidity, illegality or unenforceability of any provision of this\nNote shall not affect or impair the validity, legality or enforceability of\nthe remainder of this Note, and to this end, the provisions of this Note are\ndeclared to be severable.\n\n 11. Notices. Any notice, request, demand, consent, approval or other\ncommunication which Borrower or Lender is obligated or may elect to give\nhereunder, shall be in writing, and shall be deemed to have been duly given\n(a) three (3) days after being deposited in the United States mail, postage\nprepaid, if sent by registered or certified mail\n\n 5\n\n\n\n(return receipt requested), (b) when delivered, if delivered personally, and (c)\non the following Business Day, if sent by prepaid overnight mail or prepaid\novernight courier, in each case, to the parties at the following addresses or\nfacsimile numbers, as applicable:\n\n (a) If to Lender, at:\n\n ImClone Systems Incorporated\n 180 Varick Street\n New York, New York 10014\n Attention: John B. Landes, General Counsel\n\n with a copy to:\n\n Morrison Cohen Singer & Weinstein, LLP\n 750 Lexington Avenue\n New York, New York 10022\n Attention: Laurie F. Golub, Esq.\n\n (b) If to Borrower, at:\n\n 325 Spring Street LLC\n c\/o Savanna Partners\n 80 Fifth Avenue\n New York, New York 10010\n Attention: Christopher Schlank\n\n\n with a copy to:\n\n Solomon and Weinberg LLP\n 685 Third Avenue\n New York, New York 10017\n Attention: Jay Stark, Esq.\n\nor at such other address or facsimile number as may be substituted by notice\ngiven as herein provided.\n\n 12. Successors and Assigns. The rights, duties and obligations of\nBorrower under this Note may not be assigned without the prior written consent\nof the Lender. Notwithstanding the foregoing to the contrary, so long as all or\nany portion of the Note remains outstanding, Borrower shall not assign its\nrights, obligations and liabilities under this Note without the prior written\nconsent of Lender, which consent shall not be unreasonably withheld, delayed or\nconditioned, and which consent shall be (a) granted, provided that Borrower is\nassigning all of its interest in the Sublease (as defined herein in Article\n13.4) to the proposed assignee, and such proposed assignee at the time of such\nassignment, (i) has a\n\n\n 6\n\n\n\nnet worth at least equal to the net worth of Borrower on the date hereof, (ii)\nhas a reasonably good reputation and character, and (iii) is a \"single-purpose\"\n(but not necessarily \"bankruptcy remote\") entity, and (b) deemed granted if not\ngiven or denied within ten (10) days after Borrower's request therefore. The\nrights, duties and obligations of the Lender under this Note may be assigned\nwithout the prior written consent of the Borrower, provided Lender, in\naccordance with the terms of the Sublease, assigns all of its interest in the\nSublease (as defined in Section 13.4 herein) to the proposed assignee. The\nprovisions of this Note shall bind Borrower and its successors and assigns and\ninure to the benefit of Lender and its successors and assigns.\n\n 13. Miscellaneous.\n\n 13.1 This Note may not be changed, amended, modified or\ndischarged orally, but only by a written instrument signed by Borrower and\nLender, and may be waived only by an instrument in writing signed by the party\nwaiving compliance.\n\n 13.2 Borrower hereby agrees to pay to Lender, on demand, all\nreasonable costs and expenses of Lender incurred by or on behalf of Lender (a)\nin connection with the enforcement and collection hereof, whether or not any\nsuit is brought on this Note, and (b) in the maintenance of the liens granted\nLender, in both cases, including without limitation reasonable attorneys' fees,\nexpenses and costs incurred by or on behalf of Lender in connection with (w) any\nlitigation or proceeding affecting this Note (including probate, appellate, and\nbankruptcy proceedings), (x) any post-judgment proceedings to collect or enforce\nany judgment or other relating to this Note, or (z) in preparation for the\ncommencement or defense of any action or proceeding. All such costs and expenses\nshall be immediately due and payable to Lender, upon demand, with interest\nthereon at the Default Rate from the date incurred by and on behalf of Lender.\nThis provision is separate and several and shall survive, the merger of this\nprovision into any judgment.\n\n 13.3 Anything in this Note to the contrary notwithstanding, in\nno event shall Borrower be obligated to make any payment of interest or late\ncharges, and in no event shall Lender be entitled to receive payment of any such\ninterest or charges, if and to the extent that such payment would violate any\nusury laws of the State of New York applicable to this Note. If payment of any\nsuch interest or charges in made by Borrower and received by Lender and such\npayment is in violation of such usury laws, the portion of such payment which\nexceeds the maximum allowable by or under such usury laws shall not be or be\ndeemed to be interest or late charges, but shall be applied in reduction of the\nPrincipal Sum.\n\n 13.4 Reference is made to that certain Sublease, dated as of\nOctober __, 2001, by and between Borrower, as Sublandlord, and Lender, as\nSubtenant (the \"Sublease\"). Lender acknowledges and agrees that payments by\nLender to Borrower of Fixed Rent and additional rent (as such terms are defined\nin the Sublease) under the Sublease are to be used, in part, by Borrower to make\npayments to Lender of principal and interest payable to Lender\n\n\n 7\n\n\nunder this Note. Accordingly, anything in this Note to the contrary\nnotwithstanding, provided Borrower is not in default (beyond the expiration of\napplicable notice and cure periods) of its obligations, as Sublandlord, under\nthe Sublease (a) in the event Lender, as Subtenant, defaults in its obligation\nto pay Fixed Rent and\/or additional rent under the Sublease when due, Borrower\nshall not be liable to pay the monthly payment payable to Lender under this Note\nfor the applicable month until such time as such default is cured, and (b) in\nthe event the Sublease is terminated for any reason whatsoever except for a\ndefault thereunder or hereunder by Borrower, as Sublandlord or Borrower,\nrespectively, no further payments shall be payable by Borrower to Lender under\nthis Note and Borrower shall be deemed to have fulfilled its obligations to pay\nto Lender the entire unpaid balance of the Principal Sum, together with all\ninterest accrued and unpaid thereon provided Borrower is not otherwise in\ndefault hereunder.\n\n 13.5 Provided that no Event of Default has occurred, Lender\nshall not modify Schedule I to the lockbox arrangement without the written\nconsent of Borrower. Lender and Borrower agree that~ upon receipt of revised\nbills for amounts due under Paragraphs 3(b) and 3(h) of the Overlease (as\ndefined in the Sublease) Lender and Borrower shall promptly revise Schedule I to\nthe lockbox arrangement in accordance therewith.\n\n 14. Security. This Note is secured by that certain Leasehold\nMortgage (the \"Leasehold Mortgage\") of even date herewith on the premises\ndemised pursuant to the Sublease which are located in the Borough of Manhattan,\nCity of New York, State of New York, and known as 325 Spring Street, New York\nNew York, as more particularly described in the Sublease (the \"Subleased\nPremises\").\n\n 15. CONSENT TO JURISDICTION; PROCESS. BORROWER HEREBY IRREVOCABLY\nSUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE OR FEDERAL COURT SITTING IN\nNEW YORK COUNTY OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING\nTO THIS NOTE. LENDER MAY IN ITS SOLE DISCRETION, ELECT THE STATE OF NEW YORK,\nNEW YORK COUNTY, OR THE UNITED STATES OF AMERICA, FEDERAL DISTRICT COURT HAV1NG\nJURISDICTION OVER NEW YORK COUNTY, AS THE VENUE OF ANY SUCH SUIT, ACTION OR\nPROCEEDING. BORROWER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED\nBY LAW, ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE TO SUCH VENUE AS BEING AN\nINCONVENIENT FORUM. IN ANY SUIT, ACTION OR PROCEEDING AGAINST BORROWER, SERVICE\nOF PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO ITS\nADDRESS SET FORTH IN SECTION 11 HEREOF. NOTHING IN THIS SECTION SHALL AFFECT\nLENDER'S RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW, OR LIMIT\nLENDER'S RIGHT TO BRING PROCEEDINGS AGAINST BORROWER IN THE COURTS OF ANY OTHER\nJURISDICTION.\n\n\n 8\n\n\n 16. Non-Recourse. Lender's recovery against Borrower hereunder shall\nbe limited solely to the assets and property of Borrower from time except as\nprovided herein. Notwithstanding anything to the contrary contained in this\nNote or the Leasehold Mortgage, except as provided otherwise in this Section\n16, neither Borrower nor any direct or indirect member, shareholder, partner,\nprincipal, affiliate, employee, officer, director, agent or representative of\nBorrower (each, a \"Related Party\") shall have any personal liability for (i) the\npayment of any sum of money which is or may be payable hereunder or under the\nNote, including, but not limited to, the repayment of the Principal Sum, or (ii)\nthe performance or discharge of any covenants, obligations or undertakings of\nBorrower hereunder, and no monetary or deficiency judgment shall be sought or\nenforced against Borrower or any Related Party with respect thereto; provided,\nhowever, that a judgment may be sought against Borrower or any Related Party to\nenforce the rights of Lender, and Lender shall have full recourse to and the\nright to proceed against the Borrower, the Sublease, including the rents and\nother sums payable under the Sublease, and any other collateral given in\nconnection herewith. Notwithstanding the foregoing, nothing contained herein\nshall impair the validity of the obligations hereunder or in any way affect or\nimpair the lien of the Leasehold Mortgage, or the right of Lender to enforce any\nand all rights and remedies under and by virtue of the Note (limited, however,\nas expressly provided otherwise above), including, without limitation, naming\nBorrower as a party defendant in any foreclosure action. Additionally, the\nprovisions of this Section 16 shall not relieve Borrower from any personal\nliability for, and Borrower shall be fully and personally liable for, (i) the\nfull recourse obligation to pay the amount due under this Note upon the\noccurrence of any event set forth in the following clauses, and (ii) any\nliabilities, costs, losses, damages, expenses (including, without limitation,\nreasonable attorneys' fees and disbursements and court costs, if any), or claims\nsuffered or incurred by Lender by reason of or in connection with the occurrence\nof any event set forth in any of the following clauses: (A) any fraud by\nBorrower or any Related Party; (B) the intentional misapplication of any\ninsurance proceeds, condemnation awards or proceeds of eminent domain\nproceedings, or other amounts or funds due to Lender under this Note; (C) the\nintentional misapplication by Borrower or any Related Party (or at any such\nperson's direction) of monies held in or paid out from any account (including\nany reserve, lock-box or escrow) maintained under this Note or in connection\nherewith; (D)(1) Borrower filing a voluntary petition under the Bankruptcy Code\nor any other federal or state bankruptcy or insolvency law, or (2) any Related\nParty commencing, filing, soliciting, participating in or joining in the filing\nof, an involuntary petition against Borrower under the Bankruptcy Code or any\nother federal or state bankruptcy or insolvency law, or (3) Borrower filing an\nanswer consenting to or acquiescing in (actual as distinguished from implied or\nconstructive consent) any involuntary petition filed against it or against\nBorrower by any other person under the Bankruptcy Code or any other federal or\nstate bankruptcy or insolvency law, or (4) Borrower making an assignment for the\nbenefit of creditors, or admitting its insolvency or inability to pay its debts\nas they become due. Nothing contained herein is intended to limit the\nobligations and personal liability of the guarantors under any guaranty,\nexecuted by Borrower or any other Person for the benefit of Lender.\n\n\n 9\n\n\n 17. Limitation on Liability. In no event shall Lender be liable to\nBorrower for consequential damages, whatever the nature of a breach by Lender of\nits obligations under this Note, the Leasehold Mortgage or any other documents\nbetween Lender and Borrower (except as may be specifically provided for in the\nSublease), and Borrower, for itself and all Related Parties, hereby waives all\nclaims for consequential damages.\n\n 18. Authority. Borrower represents that the execution, delivery and\nperformance of this Note and the Leasehold Mortgage (a) has been duly\nauthorized, (b) does not conflict with any provisions of any instrument to which\nBorrower is a party or by which Borrower is bound, and (c) constitutes a valid,\nlegal and binding obligation of Borrower, and (d) by the person executing the\nNote and Leasehold Mortgage on behalf of Borrower has been duly authorized to\nexecute in the name of the Borrower.\n\n IN WITNESS WHEREOF, Borrower has executed and delivered this\nNote as of the day and year first set forth above.\n\n 325 SPRING STREET LLC,\n a Delaware limited liability company\n\n By: 325 Savanna LLC, its managing member\n\n\n By: \/s\/ CHRISTOPHER SCHLANK\n -------------------------------------\n Name: Christopher Schlank\n Title: Member\n\n\n\n\n\n 10\n\n\n\n ACKNOWLEDGMENT\n\nSTATE OF NEW YORK )\n\n ) ss.:\n\nCOUNTY OF NEW YORK)\n\n On the 5 day of October, in the year 2001, before me, the\nundersigned, a Notary Public in and for said State, personally\nappeared Nicholas Bienstock, personally known to me or proved to me on the basis\nof satisfactory evidence to be the individual whose name is subscribed to the\nwithin instrument and acknowledged to me that he\/she executed the same in\nhis\/her capacity, and that by his\/her signature on the instrument, the\nindividual, or the person upon behalf of which the individual acted, executed\nthe instrument.\n\n\n\n \/s\/ MINDY SIMON\n ------------------------------- \n Notary Public\n\n\n MINDY R. SIMON\n Notary Public, State of New York\n No. 48-4989162\n Qualified in Richmond County\n Commission Expires 6\/22\/03\n\n\n\n\n\n\n\n\n EXHIBIT A\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\nIMCLONE SYSTEMS, INC.\nNOTE SCHEDULE\nPRINCIPAL AND INTEREST PAYMENTS\n\n<\/pre>\n
\n\n TOTAL
\nDATE PAYMENT
\n————————————–
\n
\n 10\/10\/2001 $33,150.68
\n 11\/1\/2001 $45,205.48
\n 12\/1\/2001 $46,712.33
\n 1\/1\/2002 $46,712.33
\n 2\/1\/2002 $42,191.78
\n 3\/1\/2002 $46,712.33
\n 4\/1\/2002 $45,205.48
\n 5\/1\/2002 $46,712.33
\n 6\/1\/2002 $45,205.48
\n 7\/1\/2002 $46,712.33
\n 8\/1\/2002 $46,712.33
\n 9\/1\/2002 $45,205.48
\n 10\/1\/2002 $46,712.33
\n 11\/1\/2002 $45,205.48
\n 12\/1\/2002 $46,712.33
\n 1\/1\/2003 $46,712.33
\n 2\/1\/2003 $42,191.78
\n 3\/1\/2003 $46,712.33
\n 4\/1\/2003 $45,205.48
\n 5\/1\/2003 $84,212.33
\n 6\/1\/2003 $82,535.96
\n 7\/1\/2003 $83,861.99
\n 8\/1\/2003 $83,686.82
\n 9\/1\/2003 $82,027.40
\n 10\/1\/2003 $83,336.47
\n 11\/1\/2003 $81,688.36
\n 12\/1\/2003 $82,986.13
\n 1\/1\/2004 $82,810.96
\n 2\/1\/2004 $79,723.80
\n 3\/1\/2004 $82,460.62
\n 4\/1\/2004 $80,840.75
\n 5\/1\/2004 $82,110.27
\n 6\/1\/2004 $80,501.71
\n 7\/1\/2004 $81,759.93
\n 8\/1\/2004 $81,584.76
\n 9\/1\/2004 $79,993.15
\n 10\/1\/2004 $81,234.42
\n 11\/1\/2004 $79,654.11
\n 12\/1\/2004 $80,884.08
\n 1\/1\/2005 $80,708.90
\n<\/c><\/s><\/caption>\n<\/table>\nIMCLONE SYSTEMS, INC.
\nNOTE SCHEDULE
\nPRINCIPAL AND INTEREST PAYMENTS<\/p>\n
\n\n TOTAL
\nDATE PAYMENT
\n————————————–
\n
\n 2\/1\/2005 $76,369.18
\n 3\/1\/2005 $80,358.56
\n 4\/1\/2005 $78,806.51
\n 5\/1\/2005 $80,008.22
\n 6\/1\/2005 $78,467.47
\n 7\/1\/2005 $79,657.88
\n 8\/1\/2005 $79,482.71
\n 9\/1\/2005 $77,958.90
\n 10\/1\/2005 $79,132.36
\n 11\/1\/2005 $77,619.86
\n 12\/1\/2005 $78,782.02
\n 1\/1\/2006 $78,606.85
\n 2\/1\/2006 $74,470.55
\n 3\/1\/2006 $78,256.51
\n 4\/1\/2006 $76,772.26
\n 5\/1\/2006 $85,252.74
\n 6\/1\/2006 $83,511.99
\n 7\/1\/2006 $84,838.70
\n 8\/1\/2006 $84,631.68
\n 9\/1\/2006 $82,910.96
\n 10\/1\/2006 $84,217.64
\n 11\/1\/2006 $82,510.27
\n 12\/1\/2006 $83,803.60
\n 1\/1\/2007 $83,596.58
\n 2\/1\/2007 $78,948.63
\n 3\/1\/2007 $83,182.53
\n 4\/1\/2007 $81,508.56
\n 5\/1\/2007 $84,851.83
\n 6\/1\/2007 $83,180.08
\n 7\/1\/2007 $84,414.78
\n 8\/1\/2007 $84,196.26
\n 9\/1\/2007 $82,545.66
\n 10\/1\/2007 $83,759.22
\n 11\/1\/2007 $82,122.72
\n 12\/1\/2007 $83,322.17
\n 1\/1\/2008 $83,103.65
\n 2\/1\/2008 $80,091.47
\n 3\/1\/2008 $82,666.61
\n 4\/1\/2008 $81,065.35
\n 5\/1\/2008 $84,312.90
\n<\/c><\/s><\/caption>\n<\/table>\nIMCLONE SYSTEMS, INC.
\nNOTE SCHEDULE
\nPRINCIPAL AND INTEREST PAYMENTS<\/p>\n
\n\n TOTAL
\nDATE PAYMENT
\n————————————–
\n
\n 6\/1\/2008 $82,714.61
\n 7\/1\/2008 $83,852.85
\n 8\/1\/2008 $83,622.83
\n 9\/1\/2008 $82,046.80
\n 10\/1\/2008 $83,162.79
\n 11\/1\/2008 $81,601.60
\n 12\/1\/2008 $82,702.74
\n 1\/1\/2009 $82,472.72
\n 2\/1\/2009 $78,315.98
\n 3\/1\/2009 $82,012.67
\n 4\/1\/2009 $80,488.58
\n 5\/1\/2009 $81,552.63
\n 6\/1\/2009 $80,043.38
\n 7\/1\/2009 $81,092.58
\n 8\/1\/2009 $80,862.56
\n 9\/1\/2009 $79,375.57
\n 10\/1\/2009 $80,402.51
\n 11\/1\/2009 $78,930.37
\n 12\/1\/2009 $79,942.47
\n 1\/1\/2010 $79,712.44
\n 2\/1\/2010 $75,822.83
\n 3\/1\/2010 $79,252.40
\n 4\/1\/2010 $77,817.35
\n 5\/1\/2010 $80,875.68
\n 6\/1\/2010 $79,444.35
\n 7\/1\/2010 $80,392.64
\n 8\/1\/2010 $80,151.11
\n 9\/1\/2010 $78,743.15
\n 10\/1\/2010 $79,668.07
\n 11\/1\/2010 $78,275.68
\n 12\/1\/2010 $79,185.02
\n 1\/1\/2011 $78,943.49
\n 2\/1\/2011 $75,319.52
\n 3\/1\/2011 $78,460.45
\n 4\/1\/2011 $77,107.02
\n 5\/1\/2011 $83,243.15
\n 6\/1\/2011 $81,699.49
\n 7\/1\/2011 $82,685.79
\n 8\/1\/2011 $82,407.11
\n 9\/1\/2011 $80,890.41
\n<\/c><\/s><\/caption>\n<\/table>\nImClone Systems, Inc.
\nNote Schedule
\nPrincipal and Interest Payments<\/p>\n
Total
\n Date Payment
\n ——————————–
\n 10\/1\/2011 $81,849.74
\n 11\/1\/2011 $80,351.03
\n 12\/1\/2011 $81,292.38
\n 1\/1\/2012 $81,013.70
\n 2\/1\/2012 $78,348.89
\n 3\/1\/2012 $80,456.34
\n 4\/1\/2012 $79,002.57
\n 5\/1\/2012 $79,898.97
\n 6\/1\/2012 $78,463.18
\n 7\/1\/2012 $79,341.61
\n 8\/1\/2012 $79,062.93
\n 9\/1\/2012 $77,654.11
\n 10\/1\/2012 $78,505.57
\n 11\/1\/2012 $77,114.73
\n 12\/1\/2012 $77,948.20
\n 1\/1\/2013 $77,669.52
\n 2\/1\/2013 $74,135.27
\n 3\/1\/2013 $77,112.16
\n 4\/1\/2013 $75,766.27
\n 5\/1\/2013 $80,721.46
\n 6\/1\/2013 $79,367.87
\n 7\/1\/2013 $80,111.02
\n 8\/1\/2013 $79,805.79
\n 9\/1\/2013 $78,481.74
\n 10\/1\/2013 $79,195.35
\n 11\/1\/2013 $77,890.98
\n 12\/1\/2013 $78,584.90
\n 1\/1\/2014 $78,279.68
\n 2\/1\/2014 $75,065.64
\n 3\/1\/2014 $77,669.24
\n 4\/1\/2014 $76,414.10
\n 5\/1\/2014 $79,142.12
\n 6\/1\/2014 $77,893.84
\n 7\/1\/2014 $78,505.14
\n 8\/1\/2014 $78,186.64
\n 9\/1\/2014 $76,969.18
\n 10\/1\/2014 $77,549.66
\n 11\/1\/2014 $76,352.74
\n 12\/1\/2014 $76,912.67
\n 1\/1\/2015 $76,594.18<\/p>\n
ImClone Systems, Inc.
\nNote Schedule
\nPrincipal and Interest Payments<\/p>\n
Total
\nDate Payment
\n———————————
\n 2\/1\/2015 $73,732.88
\n 3\/1\/2015 $75,957.19
\n 4\/1\/2015 $74,811.64
\n 5\/1\/2015 $78,236.87
\n 6\/1\/2015 $77,093.89
\n 7\/1\/2015 $77,562.73
\n 8\/1\/2015 $77,225.66
\n 9\/1\/2015 $76,115.30
\n 10\/1\/2015 $76,551.51
\n 11\/1\/2015 $75,462.90
\n 12\/1\/2015 $75,877.37
\n 1\/1\/2016 $75,540.30
\n 2\/1\/2016 $73,765.38
\n 3\/1\/2016 $74,866.15
\n 4\/1\/2016 $73,831.91
\n 5\/1\/2016 $77,445.39
\n 6\/1\/2016 $76,294.98
\n 7\/1\/2016 $76,675.34
\n 8\/1\/2016 $76,290.32
\n 9\/1\/2016 $75,177.17
\n 10\/1\/2016 $75,520.27
\n 11\/1\/2016 $74,431.96
\n 12\/1\/2016 $74,750.23
\n 1\/1\/2017 $74,365.21
\n 2\/1\/2017 $71,982.10
\n 3\/1\/2017 $73,595.16
\n 4\/1\/2017 $72,568.95
\n 5\/1\/2017 $73,658.45
\n 6\/1\/2017 $72,651.26
\n 7\/1\/2017 $72,876.37
\n 8\/1\/2017 $72,485.33
\n 9\/1\/2017 $71,515.98
\n 10\/1\/2017 $71,703.25
\n 11\/1\/2017 $70,759.13
\n 12\/1\/2017 $70,921.18
\n 1\/1\/2018 $70,530.14
\n 2\/1\/2018 $68,593.38
\n 3\/1\/2018 $69,748.06
\n 4\/1\/2018 $68,867.01
\n 5\/1\/2018 $71,049.32<\/p>\n
ImClone Systems, Inc.
\nNote Schedule
\nPrincipal and Interest Payments<\/p>\n
Total
\nDate Payment
\n——————————-
\n 6\/1\/2018 $70,178.94
\n 7\/1\/2018 $70,237.16
\n 8\/1\/2018 $69,831.08
\n 9\/1\/2018 $69,000.00
\n 10\/1\/2018 $69,018.92
\n 11\/1\/2018 $68,214.04
\n 12\/1\/2018 $68,206.76
\n 1\/1\/2019 $67,800.68
\n 2\/1\/2019 $66,316.10
\n 3\/1\/2019 $66,988.53
\n 4\/1\/2019 $66,249.14
\n 5\/1\/2019 $66,176.37
\n 6\/1\/2019 $65,463.18
\n 7\/1\/2019 $65,364.21
\n 8\/1\/2019 $64,958.13
\n 9\/1\/2019 $64,284.25
\n 10\/1\/2019 $64,145.98
\n 11\/1\/2019 $63,498.29
\n 12\/1\/2019 $63,333.82
\n 1\/1\/2020 $62,927.74
\n 2\/1\/2020 $62,117.04
\n 3\/1\/2020 $62,115.58
\n 4\/1\/2020 $61,533.39
\n 5\/1\/2020 $63,386.76
\n 6\/1\/2020 $62,816.21
\n 7\/1\/2020 $62,544.52
\n 8\/1\/2020 $62,123.40
\n 9\/1\/2020 $61,593.61
\n 10\/1\/2020 $61,281.16
\n 11\/1\/2020 $60,778.54
\n 12\/1\/2020 $60,438.93
\n 1\/1\/2021 $60,017.81
\n 2\/1\/2021 $59,474.43
\n 3\/1\/2021 $59,175.57
\n 4\/1\/2021 $58,740.87<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7835],"corporate_contracts_industries":[9405],"corporate_contracts_types":[9560,9567],"class_list":["post-41224","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-imclone-inc","corporate_contracts_industries-drugs__biotech","corporate_contracts_types-finance","corporate_contracts_types-finance__loan"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41224","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41224"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41224"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41224"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41224"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}