PROMISSORY NOTE
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$71,000,000 November 3, 1998
For value received, WINSTON SPE LLC, a Virginia limited
liability company ("Borrower"), promises and agrees to pay to the
order of CMF CAPITAL COMPANY, LLC, a Delaware limited liability
company ("Lender"), in lawful money of the United States of
America, the principal sum of Seventy-One Million and No/100
Dollars ($71,000,000) or so much thereof as may be outstanding
under the Loan Agreement of even date herewith between Borrower
and Lender (as the same may be hereafter amended, modified,
restated, renewed or replaced, the "LOAN AGREEMENT"), with
interest on the unpaid principal sum owing thereunder at the rate
or rates or in the amounts computed in accordance with the Loan
Agreement, together with all other amounts due Lender under the
Loan Agreement, all payable in the manner and at the time or
times provided in the Loan Agreement. Capitalized terms used
herein, but not defined, shall have the meanings assigned to them
in the Loan Agreement.
If not sooner due and payable in accordance with the
Loan Agreement, Borrower shall pay to Lender all amounts due and
unpaid under the Loan Agreement on December 1, 2023, or on any
earlier Maturity Date as set forth in the Loan Agreement. Unless
otherwise specified in writing by Lender, all payments hereunder
shall be paid to Lender at its principal place of business at 227
West Monroe, Suite 4000, Chicago, Illinois 60606, or at such
place as the holder hereof may from time to time designate in
writing. Lender reserves the right to require any payment on
this Note, whether such payment is a regular installment,
prepayment or final payment, to be by wired federal funds or
other immediately available funds.
Borrower, co-makers, sureties, endorsers and
guarantors, and each of them, expressly waive demand and
presentment for payment, notice of nonpayment, protest, notice of
protest, notice of dishonor, notice of intent to accelerate the
maturity hereof, notice of the acceleration of the maturity
hereof, bringing of suit and diligence in taking any action to
collect amounts called for hereunder and in the handling of
securities at any time existing in connection herewith; subject
to Article 13 of the Loan Agreement, such parties are and shall
be jointly, severally, directly and primarily liable for the
payment of all sums owing and to be owing hereon, regardless of
any right, lien, interest or property at any and all times
existing as security for any amount called for hereunder;
provided, however, that the liability of the Joinder Party
hereunder shall be as set forth in the Joinder attached to the
Loan Agreement.
This Note evidences all advances made, interest due and
all amounts otherwise owed to Lender under the Loan Agreement.
This Note is executed in conjunction with the Loan Agreement and
is secured by the liens and security interests created under the
Loan Documents (including those arising under the Mortgages).
Reference is made to the Loan Agreement for provisions relating
to repayment of the indebtedness evidenced by this Note,
including mandatory repayment, acceleration following default,
late charges, default rate of interest, limitations on interest,
and restrictions on prepayment.
Borrower's liability hereunder is subject to the
limitation on liability provisions of Article 13 of the Loan
Agreement. This Note has been executed and delivered in and
shall be construed in accordance with and governed by the laws of
the State of New York and of the United States of America.
Documentary stamps in the amount of $43,575.00 have
been paid and affixed to the original Mortgage (to be recorded in
the Public Records of Orange County, Florida) of even date
herewith which secures, with other collateral, this Note.
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Executed under seal as of the date first written above.
WINSTON SPE LLC,
a Virginia limited liability
company
By: Winston Manager Corporation,
a Virginia corporation,
Witness: its managing member
By:
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Name: Joseph V. Green
Vice President
Pay to the order of , without
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recourse.
CMF CAPITAL COMPANY, LLC
a Delaware limited liability company
By:
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Name:
Title: