exv10w16






Exhibit 10.16




SEVENTH AMENDED AND RESTATED

PROMISSORY NOTE





	 	 	 	 	 
	Principal Amount:
	 	May 26, 2010
	U.S.$21,445,000.00
	 	 	 	 







     FOR VALUE RECEIVED, the undersigned, HB SERVICE, LLC, a Delaware limited liability company
(the “Maker”), does hereby promise to pay to the order of the Royal Palm Mortgage Group, LLC, a
Florida limited liability company (the “Payee”), and to its successors and assigns, in lawful money
of the United States of America, the principal amount of Twenty-One Million, Four Hundred
Forty-Five Thousand Dollars (U.S.$21,445,000.00) or so much thereof as may be outstanding from time
to time (the “Principal Amount”), and pay, without necessity of separate demand thereof, interest
on the Principal Amount as provided herein.



RECITAL




     This Seventh Amended and Restated Promissory Note amends and replaces the Sixth Amended and
Restated Promissory Note Dated March 24, 2010 in the Principal Amount of $18,945,000.00, which
replaced the Fifth Amended and Restated Promissory Note Dated December 9, 2009 in the Principal
Amount of $16,845,000.00, which replaced the Fourth Amended and Restated Promissory Note dated
October 14, 2009, in the Principal Amount of $11,045,000.00, which replaced the Third Amended and
Restated Promissory Note dated July 10, 2009, in the Principal Amount of $9,295,000.00, which
replaced the Second Amended and Restated Promissory Note dated June 2, 2009, in the Principal
amount of $8,700,000.00, which replaced the Amended and Restated Promissory Note made by HB
Services, LLC in favor of Royal Palm Mortgage Group, LLC, in the principal amount of $6,700,000.00,
which amended an earlier promissory in the principal amount of $5,000,000 which amended a
promissory note dated May 13, 2008, between the same parties as Maker and Payee in the principal
amount of $2,500,000.00 (the “Original Note”).



ARTICLE I




PAYMENTS OF PRINCIPAL AND INTEREST




     Section 1.1 Payments. The Principal Amount and all accrued interest thereon
shall be paid December 1, 2010 (the “Due Date”). The Principal Amount on the Original Note and any
subsequent amendments thereto, from time to time outstanding, shall bear interest at the rate set
forth in Section 1.2 below, until paid. The Principal Amount and accrued interest thereon may be
prepaid in whole or in part, at any time by the Maker without any premium or prepayment penalty.

















 





     Section 1.2 Interest Rate. Interest on the outstanding Principal Amount shall accrue
annually at a rate equal to the one month LIBOR rate, as reported by the Wall Street
Journal from time to time, plus 200 basis points. Interest shall be calculated on a
monthly basis, in arrears, using the one month LIBOR rate (plus 200 basis points) as reported in
the Wall Street Journal on the first business day of each month to calculate interest for
the immediately preceding month. All interest under this Note shall be computed on the basis of a
360-day year and paid for the actual number of days elapsed.



     Section 1.3 Payment. All payments under this Note shall be made in immediately
available U.S. funds to the offices of Lender at 450 East Las Olas Blvd., Suite 1500, Fort
Lauderdale, Florida 33301 or such other location as the holder hereof shall designate in writing to
the Maker.



     Section 1.4 Events of Default. Upon the occurrence of an Event of Default and at the
option of the Payee, the entire Principal Amount and all unpaid interest accrued on this Note shall
be accelerated and shall be required to be immediately paid by the Maker. Said amounts shall
immediately be paid by the Maker upon written demand therefor issued to the Maker by the Payee
following an Event of Default. An “Event of Default” shall occur if the Maker (i) fails to pay any
principal or interest or other obligations evidenced by this Note when due; (ii) files a voluntary
petition for bankruptcy; (iii) is adjudicated bankrupt or insolven by a final and unappealable
order; (iv) files a petition seeking for itself any arrangement, composition, readjustment, or
similar relief; or (iv) files an answer admitting the material allegation of a petition filed
against such party in any of the proceedings referenced in (ii) through (iv) above.



ARTICLE II




MISCELLANEOUS




     Section 2.1 Governing Law. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF FLORIDA (WITHOUT GIVING EFEFCT TO THE PRINCIPLES OF CONFLICT OF LAWS
IN SUCH JURISDICTION).



     Section 2.2 Waiver. PRESENTMENT, PROTEST AND NOTICE OF DISHONOR ARE HEREBY WAIVED BY
THE MAKER.



     Section 2.3 Waiver of Trial by Jury. THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVE ANY RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION OR
CLAIM BASED HEREIN, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE AND ANY AGREEMENT
CONTEMPLATED TO BE EXECUTED



 









 




IN CONJUNCTION THERE THEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER
VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR HOLDER
ENTERING INTO THE LOAN EVIDENCED BY THIS NOTE.




     Section 2.4 Assignment. The rights and obligations of the Payee under this Note may be
assigned without the consent of the Maker; however, the rights and obligations of the Maker under
this Note may not be assigned without the prior written consent of the Payee.



     Section 2.5 Maximum Interest Rate. In no event shall any interest or other charges
hereunder exceed the maximum interest rate permitted by law applicable to the enforcement of this
Note. The Payee hereby waives its rights to collect any amount of interest or other charges that
exceed such maximum interest rate.



     Section 2.6 Severability. The invalidity, illegality or unenforceability of any
provision or obligation under this Note shall not affect or impair the validity, legality or
enforceability of the remaining provisions under this Note.



     Section 2.7 Security. This Note is unsecured.



     IN WITNESS WHEREOF, the undersigned Maker has executed and delivered this Note as of the date
first written above.



HB SERVICE, LLC




	 	 	 	 	 	 	 
	By:	 	
 

/s/
Cris Branden 

Its HILP Manager
	 	By:
	 	/s/ Steven A. Berrard
 

Its  BHLP Manager