SWINGLINE NOTE
Exhibit 10.5
$10,000,000 | January 31, 2014 |
FOR VALUE RECEIVED, the undersigned, TRADE STREET OPERATING PARTNERSHIP, LP (the “Borrower”) hereby unconditionally promises to pay to REGIONS BANK or registered assigns (the “Swingline Lender”) to its address at 0000 Xxxxxxxxx Xxxx, XX, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000, or at such other address as may be specified by the Swingline Lender to the Borrower, the principal sum of TEN MILLION AND NO/100 DOLLARS ($10,000,000), or such lesser amount as shall equal the aggregate unpaid principal amount of Swingline Loans made by the Swingline Lender to the Borrower under the Credit Agreement (defined below), on the dates and in the principal amounts provided in the Credit Agreement, and to pay interest on the unpaid principal amount owing hereunder, at the rates and on the dates provided in the Credit Agreement (as defined below).
This Swingline Note is the “Swingline Note” referred to in the Credit Agreement dated as of January 31, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the Borrower, Trade Street Residential, Inc., the financial institutions party thereto and their assignees under Section 13.5. thereof, the Administrative Agent, and the other parties thereto, and evidences Swingline Loans made to the Borrower thereunder. Terms used but not otherwise defined in this Swingline Note have the respective meanings assigned to them in the Credit Agreement. The Credit Agreement provides for the acceleration of the maturity of this Swingline Note upon the occurrence of certain events and for prepayments of Swingline Loans upon the terms and conditions specified therein.
The Borrower hereby waives presentment, demand, protest and notice of any kind (other than any notice required to be provided by the Swingline Lender prior to a Default becoming an Event of Default). No failure to exercise, and no delay in exercising any rights hereunder on the part of the holder hereof shall operate as a waiver of such rights.
Time is of the essence for this Swingline Note.
This SWINGLINE Note SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.
[Signatures on Following Page]
IN WITNESS WHEREOF, the undersigned has executed and delivered this Swingline Note under seal as of the date first written above.
TRADE STREET OPERATING PARTNERSHIP, LP | |||||
By: | Trade Street OP GP, LLC, its general partner | ||||
By: | Trade Street Residential, Inc., its sole member | ||||
By: | /s/ Xxxxxxx Xxxx | ||||
Name: | Xxxxxxx Xxxx | ||||
Title: | Chief Financial Officer |
2 |