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Lakewood, Ohio, Industrial Development First Mortgage Revenue Bonds
<br />(Detroit/Warren Building Project) dated December 1, 1984 but as of December 1,
<br />1987 (the "Project Bonds"). The Project Bonds have been issued, concurrently
<br />with the execution and delivery of this Note, pursuant to, and are secured by,
<br />the Trust Indenture, dated as of December 1, 1984, between the Issuer and Bank
<br />One, Akron, N.A., as original trustee (the "Original Trustee"), as supple-
<br />mented by a First Supplemental Trust Indenture dated as of December 1, 1987,
<br />between the Issuer and the Trustee (that indenture, as supplemented, the
<br />"Indenture"). The Bonds also bear interest from their date at the rate of
<br />twelve and ninety-five one-hundredths per centum (12.95%) per annum.
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<br /> This Note is executed and delivered, pursuant to the First Amendment,
<br />in exchange for the Original Note in connection with the exchange of the
<br />Project Bonds for the Original Bonds and will evidence and secure the Com-
<br />pany's obligation to make the Loan Payments required to pay the principal of,
<br />premium, if any, and interest on the Project Bonds and is entitled to the
<br />benefit, and subject to the provisions, of the Agreement. The terms of this
<br />Note amend the terms of the Original Note as to principal payment dates and
<br />amounts and interest rates and with respect to the circumstances constituting
<br />events of default hereunder.
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<br /> To provide funds to pay the principal of and redemption premium, if
<br />any, and interest on the Project Bonds as and when due as above-specified, the
<br />Company hereby agrees to and shall make Loan Payments in 175 consecutive
<br />monthly installments beginning March 1, 1988 and on the first day of each
<br />month thereafter, in the amounts set forth in Schedule I attached hereto, and
<br />in any case such amounts equal in the aggregate to the amount payable as
<br />interest, or as principal and redemption premium, if any, and interest, on the
<br />ProOect Bonds on such next succeeding June 1 or December 1 semi-annual princi-
<br />pal and interest payment date on the Project Bonds, as applicable.
<br />
<br /> If payment or provision for payment in accordance with the Indenture
<br />is made in respect of the principal of, and premium, if any, and interest on
<br />the Project Bonds from moneys other than Loan Payments, this Note shall be
<br />deemed paid to the extent such payments or provision for payment of Project
<br />Bonds has been made. Subject to the foregoing, all Loan Payments shall be in
<br />the full amount required hereunder.
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<br /> All Loan Payments shall be payable in lawful money of the United
<br />States of America and shall be made to the. Trustee at its corporate trust
<br />office for the account of the Issuer and deposited in the Bond Fund created by
<br />the Indenture. Except as otherwise provided in the Indenture, such Loan
<br />Payments shall be used by the Trustee to pay the principal of, redemption
<br />premium, if any, and interest on the Project Bonds as and when due.
<br />
<br /> The obligation of the Company to make the payments required hereunder
<br />shall be absolute and unconditional and the Company shall make such payments
<br />without abatement, diminution or deduction regardless of any cause or circum-
<br />stances Whatsoever including, without limitation, any defense, set-off, re-
<br />coupment or counterclaim which the Company may have or assert against the
<br />Issuer, the Trustee or any other person.
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