Exhibit 10.63
Loan No. 3212525
MORTGAGE NOTE
$12,000,000.00 Tilton, New Hampshire
March 1, 1999
FOR VALUE RECEIVED, BIRCH POND REALTY CORPORATION, a Delaware
corporation (doing business in the State of New Hampshire as BPRC), having its
principal place of business at 000 Xxxxx Xxxx Xxxxx, Xxxxxx, Xxx Xxxxxxxxx 00000
(hereinafter referred to as "MAKER"), promises to pay to the order of XXXX
XXXXXXX REAL ESTATE FINANCE, INC. ("JHREF"), a Delaware corporation, its
successors and assigns, at its principal place of business at Xxxx Xxxxxxx
Place, T-00, 000 Xxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (JHREF and each
successor or assign being hereinafter referred to as "PAYEE"), or at such place
as the holder hereof may from time to time designate in writing, the principal
sum of TWELVE MILLION AND 00/100 DOLLARS ($12,000,000.00) in lawful money of the
United States of America with interest thereon to be computed from the date of
disbursement of the loan proceeds at the Applicable Interest Rate (hereinafter
defined).
1. PAYMENT OF PRINCIPAL AND INTEREST. Principal and interest shall be
paid as follows:
(a) If the loan proceeds are not disbursed on the first
day of a month, then interest only at the Applicable
Interest Rate from and including the date of
disbursement of the loan proceeds to the first day of
the month following such disbursement shall be due
and payable in advance on the date of such
disbursement;
(b) Principal and interest is to be paid in installments
as follows: $95,209.00 on May 1, 1999, and on the
first day of each calendar month thereafter up to and
including March 1, 2009; and
(c) The outstanding principal balance and all accrued and
unpaid interest thereon and all other sums and fees
due under this Note shall be due and payable on April
1, 2009 (the "MATURITY DATE").
Interest on the principal balance of this Note shall be calculated on a
monthly basis using, as the agreed method of calculation, an actual/360 day
formula. Such formula shall use, as the numerator, the actual number of days
elapsed in each month and, as the denominator, 360 days; PROVIDED, HOWEVER, that
interest for a period of less than a full month shall be calculated using, as
the agreed method of calculation, an actual/365 formula, using, as the
numerator, the actual number of days elapsed in each such period and, as the
denominator, 365 days.
The term "APPLICABLE INTEREST RATE" as used in this Note shall mean
from the date of disbursement of the loan proceeds through and including the
Maturity Date, a rate of SEVEN AND THIRTY ONE HUNDREDTHS PERCENT (7.30%) per
annum.
Loan No. 3212525
If at any time Payee receives, from Maker or otherwise, any amount
applicable to the Debt (hereinafter defined) which is less than all amounts due
and payable at such time, Payee may apply that payment to amounts then due and
payable in any manner and in any order determined by Xxxxx, in Xxxxx's sole
discretion. Payee shall, however, be under no obligation to accept any amount
less than all amounts then due and payable. Maker agrees that neither Xxxxx's
acceptance of a payment from Maker in an amount that is less than all amounts
then due and payable nor Payee's application of such payment shall constitute or
be deemed to constitute either a waiver of the unpaid amounts or an accord and
satisfaction. This provision shall control notwithstanding any inconsistent
direction by Maker or any other obligor hereunder.
The whole of the principal sum of this Note, together with all interest
accrued and unpaid thereon and all other sums due under this Note and any other
instrument now or hereafter evidencing, securing, guaranteeing or executed in
connection with the indebtedness evidenced hereby (the "LOAN DOCUMENTS") (all
such sums hereinafter collectively referred to as the "DEBT") shall without
notice become immediately due and payable at the option of Payee if any payment
required in this Note is not paid within five (5) days after the same is due or
on the happening of any other default, after the expiration of any applicable
notice and grace periods, herein or under the terms of any other Loan Document
(hereinafter collectively an "EVENT OF DEFAULT"). All of the terms, covenants
and conditions contained in the Mortgage (hereinafter defined) and the other
Loan Documents are hereby made part of this Note to the same extent and with the
same force as if they were fully set forth herein.
2. PREPAYMENT.
(a) The principal balance of this Note may not be prepaid in
whole or in part except as expressly permitted pursuant hereto.
(b) At any time after the Lockout Period Expiration Date (as
hereinafter defined), and provided no event of default exists, Maker
may obtain the release of the Mortgaged Property (as hereinafter
defined) from the lien of the Mortgage upon the satisfaction of the
following conditions precedent:
(i) Maker shall provide Payee with not less than sixty
(60) days prior written notice before a Defeasance
(as hereinafter defined) is to occur, which
Defeasance shall occur on a regularly scheduled
payment date (the "Release Date");
(ii) Maker shall pay to Payee all interest accrued and
unpaid on the principal balance of the Note to and
including the Release Date, and all other sums then
due and payable under the Note, the Mortgage and the
other Loan Documents;
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Loan No. 3212525
(iii) If Payee is to purchase the U.S. Obligations (as
hereinafter defined) on behalf of Maker, as provided
below, Maker shall pay to Payee the Defeasance
Deposit (as hereinafter defined); and
(iv) Maker shall deliver to Payee:
(A) a security agreement (the "Defeasance
Security Agreement"), in form and substance
satisfactory to Payee, creating a first
priority lien on and a perfected security
interest in the Defeasance Deposit and the
U.S. Obligations;
(B) a form of release ("Release") of the
Mortgaged Property from the lien of the
Mortgage (for execution by Payee) in a form
acceptable to Payee and appropriate for the
jurisdiction in which the Mortgaged Property
is located;
(C) a certificate from an officer of Maker
certifying that the requirements set forth
in this Section have been satisfied;
(D) an opinion of counsel for Maker in form and
substance and delivered by counsel
satisfactory to Payee, stating, among other
things, (x) that the U.S. Obligations and
the Defeasance Collateral Account and the
proceeds thereof have been duly and validly
assigned and delivered to Payee and that
Payee has a valid perfected first priority
security interest in the U.S. Obligations
and the Defeasance Collateral Account (as
hereinafter defined); (y) that the
Defeasance Security Agreement is enforceable
against Maker in accordance with its terms;
(z) if the Mortgage has been placed in a
secondary market transaction, (1) the U.S.
Obligations and the Defeasance Collateral
Account have been validly assigned to a
REMIC, and (2) that the Defeasance will not
cause any trust or other entity to fail to
qualify as a "real estate mortgage
investment conduit" (a "REMIC"), within the
meaning of Section 860D of the Internal
Revenue Code of 1986, as amended from time
to time or any successor statute and has
been effected in accordance with such
statute and the regulations promulgated
therefore; (aa) the Defeasance will not
result in a deemed exchange for purposes of
the Internal Revenue Code and will not
adversely affect the status of the Note as
indebtedness for federal income tax
purposes; and (bb) the delivery of the U.S.
Obligations and the grant of the security
interest therein and in the Defeasance
Collateral
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Loan No. 3212525
Account to Payee shall not constitute an
avoidable preference under Section 547 of
the Bankruptcy Code or applicable state law;
(E) evidence in writing from the applicable
Rating Agencies to the effect that such
release will not result in a
re-qualification, reduction or withdrawal of
any rating in effect immediately prior to
such Defeasance for any securities issued in
connection with a secondary market
transaction;
(F) if the U.S. Obligations are purchased by
Maker, a certificate of Maker's independent
certified public accountant certifying that
the U.S. Obligations will generate the
Scheduled Defeasance Payments;
(G) such other certificates, opinions, documents
or instruments as Payee may reasonably
request; and
(v) in connection with a Defeasance under this Section,
if the Maker shall continue to own assets other than
the U.S. Obligations and the Defeasance Collateral
Account following the Defeasance, Maker may, and at
the request of Payee shall, at Maker's expense,
establish or designate a successor entity (the
"Successor Maker"), which shall be a single purpose
bankruptcy remote entity approved by Payee. Maker
shall transfer and assign all obligations, rights and
duties under and to this Note and the Defeasance
Security Agreement together with the pledged U.S.
Obligations to such Successor Maker. Such Successor
Maker shall execute an assumption agreement in form
and substance satisfactory to Payee in its sole
discretion, pursuant to which such Successor Maker
shall assume Maker's obligations under the Note and
the Defeasance Security Agreement. As a condition to
such assignment and assumption, Maker shall (i)
deliver to Payee an opinion of counsel in form and
substance and delivered by counsel satisfactory to
Payee in its sole discretion, stating, among other
things, (x) that such assumption agreement is
enforceable against Maker and such Successor Maker in
accordance with its terms and that the Note, the
Defeasance Security Agreement, and the other Loan
Documents, as so assumed, are enforceable against
such Successor Maker in accordance with their
respective terms, and (y) if required by the
applicable Rating Agencies, a non-consolidation
opinion with respect to the Successor Maker; and (ii)
pay all costs and expenses incurred by Payee or its
agents in connection with such assignment and
assumption (including, without limitation, the review
of the proposed Successor
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Loan No. 3212525
Maker and the preparation of the assumption agreement
and related documentation). Maker shall pay $1,000.00
to any such Successor Maker as consideration for
assuming the obligations under the Note and the
Defeasance Security Agreement. No other assumption
fee shall be payable upon a transfer of the Note in
accordance with this Section.
(vi) Payment of all costs and expenses incurred in
connection with the Defeasance, including, without
limitation, reasonable attorneys' fees, revenue,
documentary stamp or intangible taxes or any other
tax or charge due in connection with the Defeasance.
(c) Maker shall either purchase the U.S. Obligations itself and
establish the Defeasance Collateral Account, or at its option may request Payee
to purchase the U.S. Obligations on its behalf. If Maker elects to have Payee
purchase the U.S. Obligations on its behalf, Maker shall pay to Payee the
Defeasance Deposit, and Maker hereby appoints Payee as its agent and
attorney-in-fact for the purpose of using the Defeasance Deposit to purchase
U.S. Obligations which will provide for the Scheduled Defeasance Payments.
Maker, pursuant to the Defeasance Security Agreement or other appropriate
document, shall authorize and direct that the payments received from the U.S.
Obligations may be made directly to Payee and applied to satisfy the obligations
of Maker under the Note. Maker shall, at Payee's option, open a Defeasance
Collateral Account in an institution acceptable to Payee. The Defeasance
Collateral Account shall contain only the U.S. Obligations and cash from
interest and principal paid on the U.S. Obligations. All cash from interest and
principal payments paid on the U.S. Obligations shall be paid over to Payee as
Scheduled Defeasance Payments and applied first to accrued and unpaid interest
and then to principal. Maker shall cause the institution at which the U.S.
Obligations are deposited to enter into an agreement with Maker and Payee,
satisfactory to Payee in its discretion, pursuant to which such institution
shall agree to hold and distribute the U.S. Obligations in accordance with this
Section. Maker shall be the owner of the Defeasance Collateral Account and shall
report all income accrued on the U.S. Obligations for federal, state and local
income tax purposes in its income tax return. Maker shall prepay all costs and
expenses associated with opening and maintaining the Defeasance Collateral
Account. Payee shall not, in any way, be liable by reason of any insufficiency
in the Defeasance Collateral Account.
(d) Upon compliance with the requirements of this Section, the
Mortgaged Property shall be released from the lien of the Mortgage and the
pledged U.S. Obligations and the Defeasance Collateral Account shall be the sole
source of collateral securing the Note. If Maker elects to have Payee purchase
the U.S. Obligations with the Defeasance Deposit, any portion of the Defeasance
Deposit in excess of the amount necessary to purchase the U.S. Obligations
required by clause (b) above to satisfy Maker's obligations under this Section
shall be remitted to Maker with the release of the Mortgaged Property from the
lien of the Mortgage.
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Loan No. 3212525
(e) For purposes of this Section, the following terms shall have the
following meanings:
(i) The term "Defeasance" shall mean the Release, the
delivery of the Defeasance Deposit to Payee (if Payee
is to purchase the U.S. Obligations on Maker's
behalf), the establishing of the Defeasance
Collateral Account, and the providing of the
Defeasance Security Agreement;
(ii) The term "Defeasance Collateral Account" shall mean
an account acceptable to Payee at an institution
acceptable to Payee into which the U.S. Obligations
shall be placed at Payee's option;
(iii) The term "Defeasance Deposit" shall mean an amount
equal to the remaining principal amount of the Note,
the Yield Maintenance Premium (as hereinafter
described), any costs and expenses incurred or to be
incurred in the purchase of U.S. Obligations
necessary to meet the Scheduled Defeasance Payments
and any revenue, transfer, transaction, documentary
stamp or intangible taxes or any other tax or charge
due in connection with the transfer of the Note or
otherwise required to accomplish the agreements of
this Section;
(iv) The term "Lock Out Period Expiration Date" shall mean
the date which is the earlier of (1) the third
anniversary of the date that is the "start up day",
within the meaning of Section 860G(a)(9) of the
Internal Revenue Code, as amended from time to time
or any successor statute, of a REMIC that holds this
Note, or (2) the fourth anniversary of the first day
of the first full calendar month following the date
of this Note;
(v) The term "Scheduled Defeasance Payments" shall mean
payments on or prior, but as close as possible, to
all successive scheduled payment dates of this Note
after the Release Date upon which interest and
principal payments are required under this Note
(including, without limitation, through and including
the Maturity Date) and in amounts equal to or greater
than the scheduled payments of interest and principal
due under this Note, including the principal balance
of this Note scheduled to be outstanding on the
Maturity Date;
(vi) The term "U.S. Obligations" shall mean direct,
non-callable and non- redeemable obligations of the
United States of America; and
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Loan No. 3212525
(vii) The term "Yield Maintenance Premium" shall mean the
amount (if any) which, when added to the remaining
principal amount of the Note, will be sufficient to
purchase U.S. Obligations providing the required
Scheduled Defeasance Payments.
(f) Upon release of the Mortgaged Property in accordance with this
Section, Maker shall have no further right to prepay the Note in whole or in
part or to be the subject of any further Defeasance.
(g) If a Default Prepayment (defined below) occurs, at Payee's option,
Maker shall pay to Payee the entire Debt, including, without limitation, an
amount (the "Default Consideration") equal to the greater of (i) the amount (if
any) which when added to the then outstanding principal amount of this Note will
be sufficient to purchase U.S. Obligations providing the required Scheduled
Defeasance Payments assuming Defeasance would be permitted hereunder, or (ii)
one percent (1%) of the Default Prepayment. For purposes of this Section, the
term "Default Prepayment" shall mean a prepayment of the principal amount of the
Note made after the occurrence of any Event of Default or an acceleration of the
maturity date under any circumstances.
(h) Notwithstanding anything to the contrary herein, Maker may prepay
the principal balance of this Note without premium or penalty (i) in whole
during the 90 days prior to the maturity date or (ii) in whole or in part in
connection with a prepayment resulting from the application of insurance
proceeds or condemnation awards pursuant to the Mortgage, but in each instance
Maker shall be required to pay all other sums due hereunder, and no principal
amount repaid may be reborrowed.
3. INTENTIONALLY DELETED.
4. DEFAULT RATE. Maker does hereby agree that upon the occurrence of an
Event of Default and while any Event of Default exists, including, without
limitation, the failure of Maker to pay the Debt in full on the Maturity Date,
Payee shall be entitled to receive and Maker shall pay interest on the entire
unpaid principal sum, effective from the date of Maker's initial default with
respect to such Event of Default without allowance for any applicable notice
and/or grace period, at a rate (the "DEFAULT RATE") equal to seven percent (7%)
above the Applicable Interest Rate, but in no event to exceed the highest rate
permitted under the laws of the jurisdiction where the property secured by the
Mortgage is situated. This charge shall be added to the Debt, and shall be
deemed secured by the Mortgage. This clause, however, shall not be construed as
an agreement or privilege to extend the date of the payment of the Debt, nor as
a waiver of any other right or remedy available to Payee by reason of the
occurrence of any Event of Default.
5. LATE CHARGE. If any monthly principal and interest payment payable
under this Note is not paid in full within five (5) days of the date on which it
is due, Maker shall pay to Payee an amount equal to the lesser of five percent
(5%) of such unpaid sum or the maximum amount
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Loan No. 3212525
permitted by applicable law to defray the expenses incurred by Payee in handling
and processing such delinquent payment and to compensate Payee for the loss of
the use of such delinquent payment and such amount shall be secured by the Loan
Documents.
6. SECURITY FOR LOAN. This Note is secured by the Mortgage and certain
other Loan Documents. The term "MORTGAGE" as used in this Note shall mean the
Mortgage(s), Assignment(s) of Leases and Rents and Security Agreement(s) dated
the date hereof in the principal sum of $12,000,000 given by Maker for the use
and benefit of Payee covering certain premises located at Tilton, Xxxxxxx
County, New Hampshire, as more particularly described therein.
7. COMPLIANCE WITH LAW. It is expressly stipulated and agreed to be the
intent of Maker and Payee at all times to comply with applicable state law or
applicable United States federal law (to the extent that it permits Payee to
contract for, charge, take, reserve or receive a greater amount of interest than
under state law) and that this paragraph shall control every other covenant and
agreement in this Note and the other Loan Documents. If the applicable law
(state or federal) is ever judicially interpreted so as to render usurious any
amount called for under this Note or any of the other Loan Documents, or
contracted for, charged, taken, reserved or received with respect to the Debt,
or if Payee's exercise of the option to accelerate the Maturity Date, or if any
prepayment by Maker results in Maker's having paid any interest in excess of
that permitted by applicable law, then it is Payee's express intent that all
excess amounts theretofore collected by Xxxxx shall be credited on the principal
balance of this Note and all other Debt and the provisions of this Note, and the
other Loan Documents immediately be deemed reformed and the amounts thereafter
collectible hereunder and thereunder reduced, without the necessity of the
execution of any new documents, so as to comply with the applicable law, but so
as to permit the recovery of the fullest amount otherwise called for hereunder
or thereunder. All sums paid or agreed to be paid to Payee for the use or
forbearance of the Debt shall, to the extent permitted by applicable law, be
amortized, prorated, allocated and spread throughout the full stated term of the
Debt until payment in full so that the rate or amount of interest on account of
the Debt does not exceed the maximum lawful rate from time to time in effect and
applicable to the Debt for so long as the Debt is outstanding. Notwithstanding
anything to the contrary contained herein, in the Mortgage or in any of the
other Loan Documents, it is not the intention of Payee to accelerate the
maturity of any interest that has not accrued at the time of such acceleration
or to collect unearned interest at the time of such acceleration.
8. AMENDMENTS. This Note may not be modified, amended, waived,
extended, changed, discharged or terminated orally or by any act or failure to
act on the part of Maker or Payee, but only by an agreement in writing signed by
the party against whom enforcement of any modification, amendment, waiver,
extension, change, discharge or termination is sought.
9. JOINT AND SEVERAL LIABILITY. If Maker consists of more than one
person or party, the obligations and liabilities of each such person or party
shall be joint and several.
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Loan No. 3212525
10. CONSTRUCTION. Whenever used, the singular number shall include the
plural, the plural the singular, and the words "PAYEE" and "MAKER" shall include
their respective successors, assigns, heirs, executors and administrators.
11. WAIVERS. Maker and all others who may become liable for the payment
of all or any part of the Debt do hereby severally waive presentment and demand
for payment, notice of dishonor, protest, notice of protest and non-payment and
notice of intent to accelerate the maturity hereof (and of such acceleration).
No release of any security for the Debt or extension of time for payment of this
Note or any installment hereof and no alteration, amendment or waiver of any
provision of this Note, the Mortgage or any other Loan Documents made by
agreement between Payee and any other person or party shall release, modify,
amend, waive, extend, change, discharge, terminate or affect the liability of
Maker and any other who may become liable for the payment of all or any part of
the Debt, under this Note, the Mortgage or any other Loan Documents.
12. AUTHORITY. Maker (and the other undersigned representative of
Maker, if any) represents that Maker has full power, authority and legal right
to execute, deliver and perform its obligations pursuant to this Note, the
Mortgage and the other Loan Documents and that this Note, the Mortgage and the
other Loan Documents constitute valid and binding obligations of Maker.
13. TIME. Time is of the essence of this Note.
14. REPLACEMENT NOTE. In the event of the loss, theft or destruction of
this Note, upon Maker's receipt of a reasonably satisfactory indemnification
agreement executed in favor of Maker by Xxxxx or in the event of the mutilation
of this Note, upon the surrender of the mutilated Note by Payee to Maker, Maker
shall execute and deliver to Payee a new Mortgage note in form and content
identical to this Note in lieu of the lost, stolen, destroyed or mutilated Note.
15. NOTICE. All notices required to be given pursuant hereto shall be
given in the manner specified in the Mortgage directed to the parties at their
respective addresses as provided therein.
16. COSTS AND EXPENSES. Borrower shall pay all expenses and costs,
including fees and out-of-pocket expenses of attorneys and expert witnesses and
costs of investigation incurred by Xxxxx as a result of any Event of Default or
in connection with efforts to collect any amount due under this Note or to
enforce the provisions of any of the Loan Documents, including those incurred in
post-judgment collection efforts and in any bankruptcy proceeding (including any
action for relief from the automatic stay of any bankruptcy proceeding) or
judicial or non-judicial foreclosure proceeding.
17. FORBEARANCE. Any forbearance by Payee in exercising any right or
remedy under this Note, the Mortgage or any other Loan Document or otherwise
afforded by applicable law shall not be a waiver of or preclude the exercise of
that or any other right or remedy. The acceptance by Payee of any payment after
the due date of such payment or in an amount which is less than the required
payment shall not be a waiver of Payee's right to require prompt payment when
due of all
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Loan No. 3212525
other payments or to exercise any right or remedy with respect to any failure to
make prompt payment. Enforcement by Payee of any security for Maker's
obligations under this Note shall not constitute an election by Xxxxx of
remedies so as to preclude the exercise of any other right or remedy available
to Payee.
18. SECTION HEADINGS. The Section headings inserted in this Note have
been included for convenience only and are not intended and shall not be
construed to limit or define in any way the substance of any section contained
herein.
19. LIMITATION ON LIABILITY. Notwithstanding anything to the contrary
contained herein, but subject to the obligations of PARAGRAPH 45 of the
Mortgage, any claim based on or in respect of any liability of Maker under this
Note, the Mortgage or any other Loan Document shall be enforced only against the
Mortgaged Property (as such term is defined in the Mortgage) and any other
collateral now or hereafter given to secure this Note and not against any other
assets, properties or funds of Maker; PROVIDED, HOWEVER, that the liability of
Maker for loss, costs or damage arising out of the matters described in
subsections (i) through (vi) below (collectively, "NON-RECOURSE CARVEOUT
OBLIGATIONS") shall not be limited solely to the Mortgaged Property and other
collateral now or hereafter given to secure this Note but shall include all of
the assets, properties and funds of Maker: (i) fraud, misrepresentation and
waste, (ii) any rents, issues or profits collected more than one (1) month in
advance of their due dates, (iii) any misapplication of loan proceeds, rents,
issues or profits, security deposits and any other payments from tenants or
occupants (including, without limitation, lease termination fees), insurance
proceeds, condemnation awards or other sums of a similar nature, (iv) liability
under environmental covenants, conditions and indemnities contained in the
Mortgage and in any separate environmental indemnity agreements, (v) the
unauthorized sale, conveyance or transfer of title to the Mortgaged Property or
encumbrance of the Mortgaged Property and (vi) the failure of Maker to maintain
its status as a single purpose, bankruptcy-remote entity pursuant to its
organizational documents and the Loan Documents. Nothing herein shall be deemed
(w) to be a waiver of any right which Payee may have under any bankruptcy law of
the United States or the state where the Mortgaged Property is located
including, but not limited to, Section 506(a), 506(b), 1111(b) or any other
provisions of the U.S. Bankruptcy Code to file a claim for the full amount of
the indebtedness secured by the Mortgage or to require that all collateral
securing the indebtedness secured hereby shall continue to secure all of the
indebtedness owing to Payee in accordance with this Note, the Mortgage and the
other Loan Documents; (x) to impair the validity of the indebtedness secured by
the Mortgage; (y) to impair the right of Payee as mortgagee or secured party to
commence an action to foreclose any lien or security interest; or (z) to modify,
diminish or discharge the liability of any guarantor under any guaranty or of
any indemnitor under any indemnity agreement.
This Note shall be governed and construed in accordance with the laws
of the State of New Hampshire and the applicable laws of the United States of
America.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE(S) FOLLOW(S)]
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IN WITNESS WHEREOF, Xxxxx has duly executed and delivered this Note the
day and year first above written.
BIRCH POND REALTY CORPORATION
(doing business in the State of New Hampshire as
BPRC)
By: /s/ Xxxx X. Xxxxxx
--------------------------------------------
Name: Xxxx X. Xxxxxx
Its: Treasurer
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