EXHIBIT 10.61
THE XXXXX LIMITED PARTNERSHIP
REVOLVING NOTE
--$40,000,000.00-- New York, New York
October 28, 1996
FOR VALUE RECEIVED, the undersigned, THE XXXXX LIMITED PARTNERSHIP, a
Delaware limited partnership (together with its successors and assigns, the
"Borrower"), hereby unconditionally promises to pay on the Maturity Date or
sooner Maturity, as each such term is defined in the Credit Agreement among The
Xxxxx Corporation, the Borrower, Sawgrass Xxxxx Phase II Limited Partnership,
Sunrise Xxxxx (MLP) Limited Partnership, and the Lender, (as hereinafter
defined) dated as of October 28, 1996 (as same may be hereafter modified or
amended, the "Agreement"), to the order of CS FIRST BOSTON MORTGAGE CAPITAL
CORP. (together with its successors and assigns, the "Lender") at its office
located at 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, in lawful money of the
United States of America and in immediately available funds, an amount equal to
the lesser of (a) FORTY MILLION DOLLARS ($40,000,000.00) or (b) the aggregate
unpaid principal amount of all Revolving Loans (as defined in the Agreement)
made by the Lender under the Agreement. The Borrower further promises to pay
interest in like money on the unpaid principal balance of, and, in certain
cases, on the unpaid interest due on, this Revolving Note from time to time
outstanding at the rate and times and computed in the manner provided in the
Agreement, but in no event in excess of the maximum rate of interest permitted
under applicable law.
All Revolving Loans made by the Lender pursuant to the Credit Agreement
and all payments of the principal thereof shall be endorsed by the holder of
this Revolving Note on the schedule annexed hereto (including any additional
pages such holder may add to such schedule), which endorsement shall constitute
prima facie evidence of the accuracy of the information so endorsed; provided,
that the failure of the holder of this Revolving Note to insert any date or
amount or other information on such schedule shall not in any manner affect the
obligation of the Borrower to repay such Revolving Loans in accordance with the
terms of the Agreement.
This Revolving Note is the Revolving Note referred to in the Agreement, is
secured to the extent provided in the Agreement and the Security Documents, and
is entitled to the benefits thereof. The Borrower shall make when due any and
all payments and prepayments on this Revolving Note required under the
Agreement. Reference is herein made to the Agreement for the rights of the
holder to accelerate the unpaid balance hereof prior to maturity and all other
obligations of the Borrower. In case an Event of Default (as defined in the
Agreement) shall occur and be continuing, the principal of and accrued interest
on this Revolving Note may be declared to be due and payable in the manner and
with the effect provided in the Agreement.
The Borrower hereby waives diligence, demand, presentment, protest and
notice of any kind, release, surrender or substitution of security, or
forbearance or other indulgence, without notice, except as provided in the
Agreement.
This Revolving Note may not be changed, modified or terminated orally, but
only by an agreement in writing signed by the parties hereto.
Capitalized terms used herein and not otherwise defined shall have the
respective meanings ascribed to them in the Agreement.
IN THE EVENT OF ANY LITIGATION WITH RESPECT TO THIS REVOLVING NOTE, THE
BORROWER KNOWINGLY AND VOLUNTARILY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE
LAW) THE RIGHT TO A TRIAL BY JURY AND THE DEFENSES OF FORUM NON CONVENIENS AND
IMPROPER VENUE. THE BORROWER HEREBY IRREVOCABLY CONSENTS TO THE NON-EXCLUSIVE
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND OF ANY FEDERAL COURT
LOCATED IN THE CITY OF NEW YORK IN CONNECTION WITH ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS REVOLVING NOTE. THIS REVOLVING NOTE SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS AND SHALL BE BINDING UPON THE
SUCCESSORS AND ASSIGNS OF THE BORROWER AND INURE TO THE BENEFIT OF THE LENDER
AND ITS SUCCESSORS AND ASSIGNS.
If any item or provision of this Revolving Note shall be held invalid,
illegal or unenforceable, the validity of all other terms and provisions herein
shall in no way be affected thereby.
IN WITNESS WHEREOF, the Borrower has executed and delivered this Revolving
Note on the date first above written.
THE XXXXX LIMITED PARTNERSHIP
By: THE XXXXX CORPORATION,
its General Partner
By:________________________________
Name: Xxxxxx X. Xxxxx
Title: Senior Vice President
Grid Schedule
Attached to and made part of the Revolving Note, dated October __, 1996,
by The Xxxxx Limited Partnership to the order of CS First Boston Mortgage
Capital Corp. (the "Lender"), pursuant to the Credit Agreement, dated as
of October __, 1996, among The Xxxxx Corporation, the Borrower, Sawgrass
Xxxxx Phase II Limited Partnership, Sunrise Xxxxx (MLP) Limited
Partnership and the Lender
Amount Amount Unpaid Name of
of Repaid or Principal Person Making
Date Borrowing Prepaid Balance Notation
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