RENEWAL NOTE
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$8,193,774.44 November 1, 1995
FOR VALUE RECEIVED, the undersigned, XXXX XXXXXXX PROPERTIES LIMITED
PARTNERSHIP, a Massachusetts limited partnership ("Borrower"), hereby
promises to pay to the order of XXXX XXXXXXX REALTY EQUITIES, INC., a
Delaware corporation (herein sometimes referred to as "Noteholder," which
term shall also include any future holder of this note), at its main
office, 000 Xxxxxxxx Xxxxxx, Xxxxxx, XX 00000, or at such other place or to
such party or parties as Noteholder may from time to time designate, the
principal sum of Eight Million One Hundred Ninety-Three Thousand Seven
Hundred Seventy-Four and 44/100 Dollars ($8,193,774.44), with interest
thereon computed from the date hereof at the rate of eight and seventy-five
percent (8.75%) per annum payable interest only in the amount of Fifty-Nine
Thousand Seven Hundred Forty-Six and 27/100 Dollars ($59,746.27) on the
first day of each month, with the first payment due on December 1, 1995;
provided, however, that on November 1, 1996 (the "Maturity Date") the
entire unpaid principal balance plus interest thereon outstanding shall be
due and payable in full.
All payments hereunder shall be payable in lawful money of the United
States which shall be legal tender for public and private debts at the time
of the payment. All interest payments shall be computed on the basis of a
360-day year composed of twelve 30-day months.
Each overdue and unpaid installment of interest, principal or other
payments required hereunder and all sums due at Maturity Date as the same
may be extended as hereinafter provided shall be subject to a late charge
of four percent (4%) of any such unpaid installment of interest, principal
or other payment which is not received by Noteholder on or before the due
date thereof to cover the extra expense involved in handling delinquent
payments, and an additional charge of four percent (4%) of such unpaid
installment shall be due and payable on the date when each subsequent
payment required hereunder falls due for so long as such installment shall
remain unpaid, such charge or charges to be in addition to the default
interest rate hereinafter provided. While any default exists in the making
of any of said payments or in the performance or observance of any of the
covenants or agreements of this renewal note, or of any instrument now or
hereafter evidencing or securing the indebtedness evidenced hereby, the
undersigned further promises to pay, on each date aforesaid, additional
interest on the
NOTA BENE: State of Florida Documentary Stamp Tax in the amount required
by law has been paid and the documentary stamps obtained upon
such payment have been affixed to that certain Mortgage and
Security Agreement given by the Borrower and recorded in
Official Records Book 3703 at Page 226, Public Records of
Orange County, Florida.
principal balance of this renewal note then outstanding at the rate equal
to the highest rate permitted by law, but in no event to exceed fifteen and
seventy-five per centum (15.75%) per annum, provided that any additional
interest which has accrued shall be paid at the time of and as a condition
precedent to the curing of any default. Upon any such default the
Noteholder may apply payments received on any amounts due hereunder or
under the terms of any instrument now or hereafter evidencing or securing
said indebtedness as said holder may determine and, if the Noteholder so
elects, notice of election being expressly waived, the principal remaining
unpaid with accrued interest shall at once become due and payable.
The undersigned waives presentment, protest and demand, notice of
protest, demand and dishonor and non-payment of this renewal note and
agrees to pay all costs of collection when incurred, including reasonable
attorneys' fees, including fees for matters in appellate courts, and to
perform and comply with each of the covenants, conditions, provisions and
agreements of the Borrower contained in every instrument now evidencing or
securing said indebtedness. No extension of the time for the payment of
this renewal note or any installment hereof made by agreement with any
person now or hereafter liable for the payment of this renewal note shall
operate to release, discharge, modify, change or affect the original
liability under this renewal note, either in whole or in part, of any of
the undersigned not a party to such agreement. Notwithstanding any
provision herein or in any instrument now or hereafter securing said
indebtedness, the total liability for payments in the nature of interest
shall not exceed the limits now imposed by the usury laws of Florida.
This renewal note is given for a loan of Eight Million One Hundred
Ninety-Three Thousand Seven Hundred Seventy-Four and 44/100 Dollars
($8,193,774.44) and is secured by a Mortgage and Security Agreement (the
"Mortgage") from Borrower to Pacific Mutual Life Insurance Company, a
California corporation ("PMLIC"), recorded in Official Records Book 3703,
at Page 226, Public Records of Orange County, Florida, in the original
principal amount of $8,850,000.00, and modified pursuant to that certain
Promissory Note and Mortgage Renewal and Modification Agreement dated
November 1, 1992 and recorded in Official Records Book 4505, Page 962,
Public Records of Orange County, Florida, and further modified pursuant to
that certain Mortgage Modification Agreement entered into by and between
Borrower and the Noteholder of even date herewith, recorded/to be recorded
in the Public Records of Orange County, Florida, which Mortgage, as
amended, is a lien on real and personal property located in Orange County,
Florida and shall be construed by the law of the State of Florida.
Notwithstanding any provision herein or in the Mortgage, the total
liability for payments in the nature of interest shall not exceed the
limits now imposed by the usury laws of the State of Florida.
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This renewal note renews that certain Promissory Note dated October
17, 1985 in favor of PMLIC in the original principal amount of
$8,850,000.00, which Promissory Note has been assigned by PMLIC to the
Noteholder.
XXXX XXXXXXX PROPERTIES LIMITED PARTNERSHIP, a
Massachusetts limited partnership, by its Managing
General Partner:
XXXX XXXXXXX REALTY EQUITIES, INC., a Delaware
corporation
By: XXXXXXX X. XXXXX
Name: Xxxxxxx X. Xxxxx
Title: Treasurer
(CORPORATE SEAL)
8K1195X2.DOC
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