Loading...
1994 E.G. Williams Development Corp - Conyenace Area Deeds of TrustC3WNERSHIP CONVEYANCE AREA DEED OF TRUST Fh W Document Recorz;sd RECORDING REQUESTED BY AND )4When Recorded Mail To: n compared With Stradling, Yocca, Carlson &Routh ) O�4RSON 660 Newport Center Drive )Suite 1600 )rderNewport Beach, CA 92660-6441 COUii9I-Y CA IFOl;'iLW Attn: Dawn C. Honeywell, Esq. 1 (Space Above Provided For Recorder) DEED OF TRUST WITH ASSIGNMENT OF RENTS (SHORT FORM) This DEED OF TRUST, made this _ day of , 1994, between E. G. WILLIAMS DEVELOPMENT CORPORATION, a California corporation herein called TRUSTOR, whose address is 42-600 Cook Street, Suite 120, Palm Desert, California 92260, FIDELITY NATIONAL TITLE INSURANCE COMPANY, whose address is 4344 Latham Street, Riverside, California 92501, herein called TRUSTEE, and LA QUINTA REDEVELOPMENT AGENCY, whose address is 78-495 Calle Tampico, La Quinta, California 92253, herein called BENEFICIARY, WITNESSETH: That Trustor grants to Trustee in Trust, with Power of Sale, that property in the City of La Quinta, County of Riverside, State of California, described as: See attached Exhibit A, incorporated herein Together with the rents, issues and profits thereof, subject, however, to the right, power and authority hereinafter given to and conferred_ upon Beneficiary to collect and apply such rents, issues and profits. For the purpose of securing (1) payment of the sum of $3,865,931 with interest thereon according to the terms of a promissory note or notes of even date herewith made by Trustor, payable to order of Beneficiary, and extensions or renewals thereof, and (2) the performance of each agreement of Trustor incorporated by reference or contained herein (3) Payment of additional sums and interest thereon which may hereafter be loaned to Trustor, or his successors or assigns, when evidenced by a promissory note or notes reciting that they are secured by this Deed of Trust. To protect the security of this Deed of Trust, and with respect to the property above described, Trustor expressly makes each and all of the agreements, and adopts and agrees to perform and be bound by each and all of the terms and provisions set forth in subdivision A, and it is mutually agreed that each and all of the terms and provisions set forth in subdivision B of the fictitious deed of trust recorded in Orange County August 17, 1964, in all other counties August 18. 1964, in the book and at the page of Official Records in the office of the county recorder of the county where said property is located, noted below opposite the name of such county, namely: PUBL:20469_1 11871 B2338 22 1 10/24/94 COUNTY BOOK PAGE COUNTY BOOK PAGE Alameda 1288 556 Placer 1028 379 Alpine 3 130-31 Plumas 166 1307 Amador 133 438 Riverside 3778 347 Butte 1330 513 Sacramento 5039 124 Calaveras 185 338 San Benito 300 405 Colusa 323 391 San Bernardino 6213 768 Contra Costa 4684 1 San Francisco A-804 596 Del Norte 101 549 San Joaquin 2955 283 El Dorado 704 635 San Louis Obispo 1311 137 Fresno 5052 623 San Mateo 4778 175 Glenn 469 76 Santa Barbara 2065 881 Humboldt 801 83 Santa Clara 6626 664 Imperial 1189 701 Santa Cruz 1638 607 Inyo 165 672 Shasta 800 633 Kern 3756 690 San Diego SERIES 5 Book 1964, Page 149774 Kings 858 713 Sierra 38 187 Lake 437 110 Siskiyou 506 762 Lassen 192 367 Solano 1287 621 Los Angeles T-3878 874 Sonoma 2067 427 Madera 911 136 Stanislaus 1970 56 Marin 1849 122 Sutter 655 585 Mariposa 90 453 Tehama 457 183 Mendocino 667 99 Trinity 108 595 Merced 1660 753 Tulare 2530 108 Modoc 191 93 Tuolumne 177 160 Mono 69 302 Ventura 2607 237 Monterey 357 239 Yolo 769 t6 Napa 704 742 Yuba 398 693 Nevada 363 94 Orange 7182 18 shall inure to and bind the parties hereto, with respect to the property above described. Said agreements, terms and provisions contained in said subdivision A and B, (identical in all counties), are by the within reference thereto, incorporated herein and made a part of this Deed of Trust for all purposes as fully as if set forth at length herein, and Beneficiary may charge for a statement regarding the obligation secured hereby, provided the charge therefor does not exceed the maximum allowed by law. The undersigned Trustor, requests that a copy of any notice of default and any notice of sale hereunder be mailed to him at his address hereinbefore set forth. rueL:20469_111871 B2338.22 2 10/24/94 The Deed of Trust Rider executed by Trustor is attached hereto, marked as Exhibit B, and made part of this Deed of Trust. Signature of Trustor(s) E. G. WILLIAMS DEVELOPMENT CORPORATION, a California corporation By: a rusL:20469_ 11187182338.22 3 10/24/94 e.t•fLCH .`1'.iG u ! 1!!bgr�;n yi ;. LEML DEBCRIFTION PARCEL As ALL THAT PORTION OF PARCEL 3 OF PARCEL NAP MO. 19730 AS RECORDED IN PARCEL NAP BOOR 122, PACES 89 AND 90, RECORDS OF RIVERSIDE COUNTY AND R'11NG8 7ON OF THE EAST, B" BERNARRUDINOMERIDIAN DESCRIBED AS FOLLOWS: • BEGMNIRG AT THE SOUTHWEST CORNER OF SAID PARCEL 3; THENCE NORTH 000 00' 40" NEST, A DISTANCE OF 30.00 FEAT; THENCE NORTH 890 58' 390 EAST A DISTANCE OF 520.00 FEET TO THE BEGINNING OP A CURVE CONCAVE FroRTHERLY AND HAVING A RADIUS OF 3OU.00 FEET; THENCE EASTERLY A3AHG SAID CURVE THROUGH A CENTRAL ANGLE OF 210 32' 2011, A LENGTH OF 112.78 FEET; THENCE NORTH 680 26, 19" EAST, A DISTANCE OF 6".75 FEET TO THE BEGINNING OF A CURVE CONCAVE HORTHNESTBRLY AND HAVING A RADIUS OF 400.00 A.'ENT; THENCE NORTHEASTERLY ALONR SAID CURVE THROUGH A CENTRAL ANGLE OF 20- 03f 41", A LENGTH OF 140.05 FEET TO THE BEGINNING OF A NON -TANGENT ' CURVE CONCAVE SOUTHWESTERLY, AND HAVING A RADIUS OF 060.00 FEET, A RADIAL LINE TO SAID BEOZORTM BEARS NORTH 710 51' 04" EMU, THENCE NORTHMEBTBAU.Y ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 150 TO, WHICH A RADYIAALL LIKEOF 40.03 FEET To SEARS NORM Set611 35HE 5EAST, SAG OF A ID CURVE BPOUND EING CONCAVE SOUTARIRSTOtLY AND HAVING A RADIUS OF 1140.00 FEET; TNSNCE NORTRWSBTERLY ALONG SAID CURVE TRROUGR A CENTRAL ANGLE OF 12" 30' 27" A LENGTH OF 246.86 PEEP TO THE BEGINNING OF A REVERSE CURVE TO SBICb A RADIAL LINE BEARS SO= 430 21' OB" NEST SAID CURVE BEING CONGVS SASTRRLY AND RAVING A AUIDYUS OF 210.00 PEST; THENCE NORTHERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF S00 32' 32", A WWOTR OF 105.24 FEET TO A 000-TA90M LINE; T=CE SOUPH 890 58039" REST, A DISTANCE OF 322.26 FEET; THE FOIWKNO THIRTEEN (13) COURSES BEING ALONG THE NORTHERLY AND EASTERLY LINE OF SAID PARCEL 31 THENCE NORTH 420 46' 470 EAST A DISTANCE OF 269.49 FEET TO THE BEGINNING OF A CURVE CONCAVE UOUTHEAGTF.RI.Y AND HAVING A RADIUS OF 481.50 FEAT; ' THENCE NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 04" � 03' 03", A LENGTH OF 75.92 FEET; THENCE NORTH 510 481 S00 EAST, A DISTANCE OF 259.19 FEET TO THE ` BEGINNING OF A CURVE CONCAVE SOUTHERLY ARO HAVING A RADIUS OF 181.50 FEET; THENCE EASTERLY ALONG SAID COA{VE THROUGH A CENTRAL ANGLE OF 5D0 174 18", A LENGTH OF 187.91 PERT; ,.ie hF.•il[ SiLbk i:...e i:Vs;ea.;� .... - - - LEGAL DESCRIPTION PAGE (2) CONT- THENCE BOOTH 680 53' 520 EAST, A DISTANCE OF 365.45 FEET TO THE BEGINNING OF A CURVE CONCAVE SOBTHERLY AND HAVING A RADIUS OF 401.50 FEET; THENCE 00DTNBABTzRLY ALONG RAID CURVE THROUGH A CENTRAL ANGLE OF 040 53' 330, A LENGTH OF 40.04 PEST; THENCH SOUTH 640 02' 190 RANT A DISTANCE OF 297.34 FEET TO THE BEGINNING OF A CURVE CONCAVE FOUTHWEBT$RI.Y AND HAVING A RADIUS OF 111.30 FEET; THENCE SOUTHEASTERLY ALONG RAID CURVE THROUGH A CENTRAL ANGLE OF 270 23' 550, A LENGTH OF 53.48 PEETI THENCE SOUTH 360 33' 240 EAST, A DISTANCE OF 50.00 FEET TO THE BEGINNING OF A CURVE CONCAVE NORTHERLY AND HAVING A RADIUS OF 38.50 FEET; THENCE SOVTHBASTERLY ALONG SAID CRAVE THROUGH A CENTRAL ANGLE OF 710 31' 240, A LENG171 OP 48.04 FEAT TO A NON —TANGENT LINE. THENCE SOUTH I80 04' 480 EAST, A DISTANCE OF 11.50 FEET TO TUB BEGINNING OF A NON—TANOBNT 0URV8 CONCAVE NORTHERLY AM HAVING A RADIUS OF 2920.00 FEET, A RADIAL LING TO SAID BEGINNING BEARS SOUTH 180 04' 48° EAST; THENCE SOUTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 060 224 370, A LENGTH OF 324.99 FEET TO A MON—TANGENT LINE; TBENCE SOUTH 000 00' 230 EAST, A DISTANCE OF 026.20 FEET TO THE SOUTHEAST CORNER OF RAID PARCEL 3; THENCE CONTINUING SOUTH 000 00' 230 EAST, A DISTANCE OF 305.30 PEET; THENCE SOUTH 890 57, 220 WEST, A DISTANCE OF 449.29 FEET TO THE SOUTHEAST CORNER OF PARCEL 4 OF RAID PARCEL HAS 19730, THENCE NORTH 000 O1' L90 WEST, A DISTANCE OF 435.37 FEET ALONC THE LAST LINE OF RAID PARCEL 4 TO THE SOUTHERLY LINE OF PARCEL 3 OF SAID PARCEL NAP NO. 19730; THENCE ALONG THE SOUTHERLY LINE OF SAID PARCEL 3 SOUTH 890 58' 390 REST. A DISTANCE OF 566.33 FEET TO THE POINT OF BEGINNING; EECEFTING THEREFROM PARCEL 'B0 DBSCRIBBD AS FOLLONB. LEGAL DESCRIPTION PAGE (3) PARCEL B= ALL THAT PORTION OF PARCEL 3, OF PARCEL MAP 19730, AS SHOWN BY MAP ON I FILE IN SOON 122, OF PARCEL MAPS, AT PACES S9 AND 90 RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, AND A PORTION OF THE NORTHEEST QUARTER 1 OF SECTION 6, TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAM BERNARDINO MERIDIAN DESCRIBED AS FOLLOWS+ COMMENCING AT THE SOPTNW68T CORNER OF SAID PARCEL 3, THENCE NORTH 89. 58' 39" EAST, ALONG THE SOUTH LINE OF SAID PARCEL 3, b AND THE NORTH LINE OF PARCEL 30AP 27109 AS SHOWN BY MAP ON FILE IN SOON 175, OF PARCEL MAPS, AT PAGES 1 AND 2 THEREOF, RECORDS OF RIVERSIDE COUNTY CALIFORNIA, A DISTANCE OF $66.33 FEET TO THE NORTHEAST CORNER ` OF SAID PARCEL MAP 27109; , THENCE SOUTH 004 01' 19" EAST, ALONG THE EAST LINE OF RAID PARCEL NAP {q 27109 AND ITS SOUTHERLY PROLONGATION A DISTANCE OF 435.37 FEET TO THE NORTH LINE OF CALLE TAMPICO (100.00 FEET WIDE); THENCE NORTH 89" 37' 22" EAST, ALONG SAID NORTH LIKE OF CALLS TAMPICO A DISTANCE OF 05.01 FEET TO THE POINT OF BEGINNING; THENCE CONTINUING ALONG THE NORTH LINE OF CALLE TAMPICOf� �NORTH 89• 57' 22" EAST, A DISTANCE OP 57S.20 FEET TO A LINR PARALLEL AN6 WHWTERLY 826.04 FEET (PREVIOUSLY RECORDED AS BEING $25.95 FEET) FROM THE EAST LINE OF SAID NORTHEAST QUARTER (SAID LINE ALSO BRING 00 THE SOUTHERLY PROLONGATION OF THE EAST LINE OF SAID PARCEL 3); THENCE NORTH 00. 00' 230 WJW ALONG SAID PROLONGATION, A DISTANCE OF 355.30 FEET TO THE SOUTHEAST 6RN9R OF RAID PARCEL 3, THENCE CONTINUING NORTH 00" 00' 33" WEST, ALONG RAID EAST LINE OF PARCEL 3 A DISTANCE OF 226.06 FORT TO A POINT OF CUSP WITH A CURVE CONCAVE TO THE HORYHWESTERLY HAVING A RADIUS OF 47.00 AND TO WHICH RADIAL LINE BEARS NORTH 09. 59' 37" FART, THENCE SOUTHERLY AND WESTERLY, ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 110" 04' 290, AN ARC LENGTH OF 90.29 FEET, THENCE NORTH 690 SS' 54" WEEP, A DISTANCE OF 50.00 FEET TO THE DEGINNING OF A CURVE CONCAVE SOUTHERLY AND HAVING A RADIUS OF 100.00 FEET, THENCE WESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 14. 29' 3911, AN ARC LEN&A OF 25.30 FEET TO THE SHGMMYSO OF A REVERSE CURVE, TO WHICH A RADIAL LINE BEARS SOUTH 05. 34' 370 NEST SAID CURVE HEINC CONCAVE NORTHERLY AND HAVING A RADIUS OF 395.00 FEE', THENCE WESTERLY, ALONG SAID REVERSE CURVE THROUGH A CENTRAL ANGLE OF 17. 24' SO" AW ARC LENGTH OF 120.07 FEET TO THE BEGINNING OF A REVERSE HmR z, TO WHICH A RADIAL LINE EEAR6 NORTH 22. 59' 26" EAST, SAID CURVE BEING CONCAVE SOUTHERLY AND HAVING A RADIOS OF 140.00 FEET: AS (4) THENCE ALONG SAID REVERSE CURVE THROUGH A CENTRAL ANGLE OF 529 08' 2 31", AN ARC LENGTH OF 127.41 FELT; THENCE SOUTH 45. 09' 560 NEST, A DISTANCE OF 30.28 FEET TO THE BEGINNING OF A NOR -TANGENT CURVE DORMS NOATRNESTERLY AND HAVING A RADIUS OF 430.00 FEET, A RADIAL LINE TO SAID BEGINNING BEARS SOUTH 41- 370-22n FAST; THENCE SOUTHNESTERLY ALONG SAID NOR-TM;GENT CURVE THROUGH A CENTRAL ANGLE OF 20. 03' 410, AN ARC LENGTH OF 150.96 FEET; THENCE SOUTH 63. 26' L9n NEST, A DISTANCE OF 67.75 FEET TO THE BEGINNING OF A CURVE CONCAVE NORTHERLY AND ]HAVING A RADIUS OF 330.00 FEET; THENCE ALONG RAID CURVE THROUGH A CENTRAL ANGLE OF 00. 57' 04", AN ARC LENGTH OF 5.48 FEET; ' t THENCE SOUTH 34. 41' O20 NEST, A DISTANCE OF 17.00 FEET; THENCE SOUTH 00. 01' 19" EAST ALONG A LINE PARALLEL AND DISTANT 60 ' FEET EASTERLY OF SAID EAST LIRE OF PARCEL NAP 27109, A DISTANCE OF 419.37 FEET; THENCE SOUTH 47. 25' 050 EAST, A DISTANCE OF 32.98 FEET TO THE POINT OF BEGINNING. EXHIBIT "B" DEED OF TRUST RIDER This Deed of Trust Rider is attached to and made a part of the Deed of Trust with Assignment of Rents dated 1994 ("Deed of Trust") made payable to LA QUINTA REDEVELOPMENT AGENCY, as Beneficiary, and executed by E. G. WILLIAMS DEVELOPMENT CORPORATION, a California corporation, as Trustor. 1. Deed of Trust. Trustor agrees to the provisions of this Deed of Trust Rider in addition to those of the Deed of Trust. 2. Disposition and Development Agreement. On September 30, 1994, Trustor and Beneficiary entered into that certain "First Restated and Amended Disposition and Development Agreement" (the "DDA"). In addition to securing the obligation of Trustor to repay the sum(s) set forth in the Deed of Trust, upon the terms and conditions set forth in Section 201 of the DDA, the Deed of Trust shall also secure performance of the entire DDA by Developer as defined in the DDA (the "Promisor"), and upon default by Promisor of any term or provision of the DDA, and failure to cure within the prescribed time period(s) set forth in the DDA, Beneficiary shall have the right to cause Trustee to enforce all of the rights and remedies of Trustee or Beneficiary under the Deed of Trust, including, but not limited to, acceleration of all sum(s) secured by the Deed of Trust, invocation of the power of sale and any other right or remedy of Beneficiary or Trustee set forth in the Deed of Trust. E. G. WILLIAMS DEVELOPMENT CORPORATION, a California corporation By: Its: PUBL:20469_111871 B2338.22 13-1 10/24/94 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT No,5907 State of California County of Riverside On 10/27/94 DATE personally appeared before me, Marie T E.G. Williams Jones/Notary Public NAME. TITLE OF OFFICER - E.G..'JANE DOE. NOTARY PUBLIC" NAME(S) OF SIGNERS) XxF personally known to me - Kx �pr2�# t%��F s43a t to be the person* whose name(s) is/*cs subscribed to the within instrument and ac- knowledged to me that�be/shefPfWexecuted the same in x1A&s/her/Ahejf authorized capacity]", and that by �ftis/her/#l:gO signature(Q on the instrument the persoNfq), _ or the entity upon behalf of which the MARIE T. JONES person(s) acted, executed the instrument. cJ^ COMM. 098882.5 = % Naary Public-Celi(omia —. RIVERSIDE COUNTY p Myc"mmissi nexp7 B WITNESS my hand and official seal. . March 2d. 14'r SIGNATURE OF NOTARY OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER ❑ INDIVIDUAL XXK CORPORATE OFFICER Chairman and CEO TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY -IN -FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER: SIGNER IS REPRESENTING: NAME OF PERSON(S) OR ENTITY(IES) E.G. Williams Development Corp. DESCRIPTION OF ATTACHED DOCUMENT Deeedrs�i� Coo�veyance Area S us TITLE OR TYPE OF DOCUMENT 8 (9 plus notarization) NUMBER OF PAGES 10/25/94 DATE OF DOCUMENT Yi SIGNER(S) OTHER THAN NAMED ABOVE C1993 NATIONAL NOTARY ASSOCIATION - 8236 Remmel Ave., P.O. Box 7184 -Canoga Park, CA 91309-7184 OWNERSHIP CONVEYANCE AREA PROMISSORY NOTE $3,865,931 La Quinta, California FOR VALUE RECEIVED, E. G. WILLIAMS DEVELOPMENT CORPORATION, a California corporation ("Maker"), promises to pay to LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Holder") at 78-495 Calle Tampico, P.O. Box 1504, La Quinta, California 92253, or at such other address as Holder may direct from time to time in writing, the sum of Three Million Eight Hundred Sixty -Five Thousand Nine Hundred Thirty -One Dollars ($3,865,931) (the "Note Amount'), together with interest thereon at the rate set forth herein. All sums payable hereunder shall be payable in lawful money of the United States of America. This Promissory Note ("Note") is made in connection with the provision by the Holder of funds equal to the Note pursuant to that certain First Restated and Amended Disposition and Development Agreement dated September 30, 1994 (the "Agreement"). 1. Interest Rate. Simple interest shall accrue on the Note Amount from the date of disbursement at the rate of six percent (6%) per annum, but in no event greater than the maximum interest rate permitted by law. 2. Due Date. The principal amount of the Note Amount, plus all interest then accrued upon the Note Amount, shall be immediately due and payable upon (i) any default of the Agreement (including, without limitation, the conveyance of property not permitted by the Agreement) which is not cured within the time set forth in Section 601 of the Agreement and, if not sooner paid in full, (ii) on the fifth (5th) anniversary of the date first above written. 3. Prepayment of Note Amount. Maker may prepay to Holder the full Note Amount, together with all accrued and unpaid interest thereon at the rate set forth in section 1 hereof, at any time prior to the due date of the Note Amount without penalty. 4. Application of Payments. Each payment hereunder shall be credited first to interest then accrued and the remainder, if any, to principal. Interest shall cease to accrue upon principal so credited. 5. Security. This Note is secured by a Deed of Trust by and between Makers, as trustor, and Holder, as beneficiary (the "Ownership Conveyance Area Deed of Trust', Attachment No. 22 to the Agreement). PUBL:20457_11187IB2338.22 1 10/24/94 r 6. Credits. The Holder shall reduce the Note Amount by applying those credits as may become applicable as follows: (i) Upon completion [as determined by the City Engineer] of the Off -Site Improvements, including the Detention Basin Improvements, a credit of Two Million Five Hundred Fifty -One Thousand Four Hundred Eight -One Dollars ($2,551,481) shall be applied; and (ii) Upon close of escrow for the conveyance of each Ownership Unit to a Qualifying Buyer, in conformity with the Agreement, a credit of Six Thousand Three Hundred Dollars ($6,300) shall be applied; provided that in no event shall credits pursuant to this subsection (ii) exceed in the aggregate the Aggregate Ownership Assistance Credit Amount. Credits shall reduce the Note Amount ab initio. In the event the Maker completes the development and sale of sixty (60) Ownership Units, and effects the sale of all sixth -two (60) units to Qualifying Buyers, not less than ten (10) of whom are Very Low Income Buyers and not less than ten (10) of whom are Low Income Buyers, all as accomplished in conformity with the Agreement, then, notwithstanding any provision of this Note to contrary effect, the Holder shall cancel and deliver this Note to the Maker, and the Maker shall additionally execute and deliver to the Maker for redemption a full release and reconveyance of the Ownership Conveyance Deed of Trust. 7. Holder May Assign. Holder may, at its option, assign its right to receive payment under this Note without necessity of obtaining the consent of the Maker. 8. Maker Assignment Prohibited. In no event shall Maker assign or transfer any portion of this Note without the prior express written consent of the Holder, which consent may be given or withheld in the Holder's sole discretion. 9. Attorneys' Fees and Costs. In the event that any action is instituted with respect to this Note, the prevailing party promises to pay such sums as a court may fix for court costs and reasonable attorneys' fees. Holder's right to such fees shall not be limited to or by its representation by staff counsel, and such representation shall be valued at customary and reasonable rates for private sector legal services. 10. Non -Waiver. Failure or delay in giving any notice required hereunder shall not constitute a waiver of any default or late payment, nor shall it change the time for any default or payment. PUBu20457_111871B2338.22 2 10/24/94 11. Successors Bound. This Note shall be binding upon the parties hereto and their respective heirs, successors and assigns. 12. Terms. Any terms not separately defined herein shall have the same meanings as set forth in the Agreement. 13. No provision of this Note or any instrument securing payment hereof or otherwise relating to the debt evidenced hereby shall require the payment or permit the collection of interest in excess of the maximum permitted by applicable law. If any excess of interest in such respect is herein or in such other instrument provided for, or shall be adjudicated to be so provided for herein or in any such instrument, the provisions of this paragraph shall govern, in neither Maker or any endorsers of this Note, nor their respective heirs, personal representatives, successors or assigns shall be obligated to pay the amount of such interest to the extent it is in excess of the amount permitted by applicable law. Dated: /0 ' 1-? • , 1994 Dated: _ /D /z S" . 1994 E. G. WILLIAMS DEVELOPMENT COR ATI N, a California corporation By: Its: 9 v "MAKER" LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and /politic By: Executive Director "HOLDER" vusu20457_111871 B2338.22 10/25/94 hIDEMY PIATIONAL T'TLE 1i!3URANOE M 4344 Lathan .^.met RENTAL CONVEYANCE AREA DEED OF TRUST ;. '.. . Riversiue, Caliianua 9E;,01' RECORDING REQUESTED BY AND ) Copy 0; Document Recora.^.,' When Recorded Mail To: ) onOCP 2 8 1994 as Ioo.(f�/ has not been compared with Stradling, Yocca, Carlson & Rauth ) original 660 Newport Center Drive ) Suite 1600 FRANK K. JC)HRiS�JaU Newport Beach, CA 92660-6441 ) County Recorder Attn: Dawn C. Honeywell, Esq. ) RIVERSIDE COUNTY CALIFORNIV\ (Space Above Provided For Recorder) DEED OF TRUST WITH ASSIGNMENT OF RENTS (SHORT FORM) This DEED OF TRUST, made this ` day of i , 1994 between E. G. WILLIAMS DEVELOPMENT CORPORATION, a California corporation herein called TRUSTOR, whose address is 42-600 Cook Street, Suit 120, Palm Desert, California 92260, FIDELITY NATIONAL TITLE INSURANCE COMPANYwhose address is 4344 Latham Steet, Riverside, California 92501, herein called TRUSTEE, and LA QUINTA REDEVELOPMENT AGENCY, whose address is 78-495 Calle Tampico, La Quinta, California 92253, herein called BENEFICIARY, WITNESSETH: That Trustor grants to Trustee in Trust, with Power of Sale, that property in the City of La Quinta, County of Riverside, State of California, described as: See attached Exhibit A. incorporated herein Together with the rents, issues and profits thereof, subject, however, to the right, power and authority hereinafter given to and conferred upon Beneficiary to collect and apply such rents, issues and profits. For the purpose of securing (1) payment of the sum of $2,1t2,847 with interest thereon according to the terms of a promissory note or notes of even date herewith made by Trustor, payable to order of Beneficiary, and extensions or renewals thereof, and (2) the performance of each agreement of Trustor incorporated by reference or contained herein (3) Payment of additional sums and interest thereon which may hereafter be loaned to Trustor, or his successors or assigns, when evidenced by a promissory note or notes reciting that they are secured by this Deed of Trust. To protect the security of this Deed of Trust, and with respect to the property above described, Trustor expressly makes each and all of the agreements, and adopts and agrees to perform and be bound by each and all of the terms and provisions set forth in subdivision A, and it is mutually agreed that each and all of the terms and provisions set forth in subdivision B of the fictitious deed of trust recorded in Orange County August 17, 1964, in all other counties August 18, 1964, PUBL:20445_111871 B2338.22 1 10/24/94 in the book and at the page of Official Records in the office of the county recorder of the county where said property is located, noted below opposite the name of such county, namely: COUNTY BOOK PAGE COUNTY BOOK PAGE Alameda 1288 556 Placer 1028 379 Alpine 3 130-31 Plumas 166 1307 Amador 133 438 Riverside 3778 347 Butte 1330 513 Sacramento 5039 124 Calaveras 185 338 San Benito 300 405 Colusa 323 391 San Bernardino 6213 768 Contra Costa 4684 1 San Francisco A-804 596 Del Norte 101 549 San Joaquin 2855 283 El Dorado 704 635 San Louis Obispo 1311 137 Fresno 5052 623 San Mateo 4778 175 Glenn 469 76 Santa Barbara 2065 881 Humboldt 801 83 Santa Clara 6626 664 Imperial 1189 701 Santa Cruz 1638 607 Inyo 165 672 Shasta 800 633 Kern 3756 690 San Diego SERIES 5 Book 1964, Page 149774 Kings 858 713 Sierra 38 187 Lake 437 110 Siskiyou 506 762 Lassen 192 367 Solano 1287 621 Los Angeles T-3878 874 Sonoma 2067 427 Madera 911 136 Stanislaus 1970 56 Marin 1849 122 Sutter 655 585 Mariposa 90 453 Tehama 457 183 Mendocino 667 99 Trinity 108 595 Merced 1660 753 Tulare 2530 108 Modoc 191 93 Tuolumne 177 160 Mono 69 302 Ventura 2607 237 Monterey 357 239 Yolo 769 16 Napa 704 742 Yuba 398 693 Nevada 363 94 Orange 7182 18 shall inure to and bind the parties hereto, with respect to the property above described. Said agreements, terms and provisions contained in said subdivision A and B, (identical in all counties), are by the within reference thereto, incorporated herein and made a part of this Deed of Trust for all purposes as fully as if set forth at length herein, and Beneficiary may charge for a statement regarding the obligation secured hereby, provided the charge therefor does not exceed the maximum allowed by law. The undersigned Trustor, requests that a copy of any notice of default and any notice of sale hereunder be mailed to him at his address herembefore set forth. PUBL:20445_111871 B2338.22 2 10/24/94 The Deed of Trust Rider executed by Trustor is attached hereto, marked as Exhibit B, and made part of this Deed of Trust. Signature of Trustor(s) E. G. WILLIAMS DEVELOPMENT CORPORAT a California corporation By: Its: By: Its: PUBL:20445_ 111871 B2338.22 3 10/24/94 EXHIBIT "A" Legal Description OWNERSHIP AREA BEING A PORTION OF THE NORTHWEST QUARTER OF SECTION 6, TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO BASE AND MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: PARCEL A PARCEL 3 OF PARCEL MAP NO. 19730, AS SHOWN BY PARCEL MAP ON FILE IN BOOK 122, PAGES 89 AND 90 OF PARCEL MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. PARCEL B THAT PORTION OF THE NORTHWEST QUARTER OF SECTION 6, TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO BASE AND MERIDIAN, ACCORDING TO UNITED STATES GOVERNMENT SURVEY THEREOF, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER OF THE SAID NORTHWEST QUARTER OF SAID SECTION 6; THENCE SOUTH 890 53' 20" WEST, AND ALONG THE SOUTHERLY LINE OF THE SAID NORTHWEST QUARTER, A DISTANCE OF 1286.00 FEET; THENCE NORTH 000 05' 40" WEST, A DISTANCE OF 50.00 FEET TO THE POINT OF TRUE BEGINNING; THENCE CONTINUING NORTH 000 05' 40" WEST, A DISTANCE OF 434.95 FEET THENCE SOUTH 890 53' 20" WEST, A DISTANCE OF 200.00 FEET; THENCE SOUTH 000 05' 40" EAST, A DISTANCE OF 434.95 FEET; THENCE NORTH 890 53' 20" EAST, A DISTANCE OF 200.00 FEET, MORE OR LESS TO THE TRUE POINT OF BEGINNING AND CONTAINING 2.00 ACRES. EXCEPTING THEREFROM THE SOUTHERLY 20.00 FEET THEREOF. PUBL:20445_ 111871 B2338.2- A-1 (0/25/94 ALL THAT PORTION OF PARCEL 3, OF PARCEL HAP 19730, AS SHOWN BY MAP ON FILE IN BOOR 122, OF PARCEL MAPS, AT PAGES 89 AND 90, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, AND A PORTION OF THE NORTHWEST QUARTER OF SECTION 6, TOWNSHIP 6 SOUTH, RANGE 7 PAST, SAN BERNARDINO MERIDIAN DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHWEST CORNER OF SAID PARCEL 3; THENCE NORTH 89' 58' 390 EAST, ALONG THE SOUTH LINE OF SAID PARCEL 3, AND THE NORTH LINE OF PARCEL NAP 27109 AS SHOWN BY MAP ON. FILE IN BOOK 175, OF PARCEL MAPS, AT PAGES 1 AND 2 THEREOF, RECORDS OF RIVERSIDE COUNTY CALIFORNIA, A DISTANCE OF 566.33 FEET TO THE NORTHEAST CORNER OF SAID PARCEL MAP 27109; THENCE SOUTH 000 O1' 19" EAST, ALONG THE EAST LINE OF SAID PARCEL MAP 27109 AND ITS SOUTHERLY PROLONGATION A DISTANCE OF 435.37 FEET TO THE NORTH LINE OF CALLE TAMPICO (lO0.O0 FEET WIDE); THENCE NORTH 89' 57' 22" EAST, ALONG SAID NORTH LINE OF CALLE TAMPICO A DISTANCE OF 65.01 FEET TO THE POINT OF BEGINNING; THENCE CONTINUING ALONG THE NORTH LINE OF CALLE TAMPICO, NORTH 89' 57' 22" EAST, A DISTANCE OF 575.26 FEET TO A LINE PARALLEL AND WESTERLY 826.04 FEET (PREVIOUSLY RECORDED AS BEING 825.95 FEET) FROM THE BAST LINE OF SAID NORTHEAST QUARTER (SAID LINE ALSO BEING ON THE SOUTHERLY PROLONGATION OF THE EAST LINE OF SAID PARCEL 3); r THENCE NORTH 00' 00' 23" WEST, ALONG SAID PROLONGATION, A DISTANCE OF 355.30 FEET TO THE SOUTHEAST CORNER OF SAID PARCEL 3; THENCE CONTINUING, NORTH 00' 00' 23" WEST, ALONG SAID EAST LINE OF PARCEL. 3 A DISTANCE OF 225.86 FEET TO A POINT OF CUSP WITH A CURVE CONCAVE TO THE IP.^TH[iESTERLY HAVING A RADIUS OF 47.00 AND TO WHICH RADIAL LINE BEARS NORTH 89' 59' 37" EAST; III THENCE SOUTHERLY AND WESTERLY, ALONG SAID CURVE THROUGH A CENTRAL• ANGLE OF 110' 04' 29", AN ARC LENGTH OF 90.29 FEET; THENCE NORTH 69' 55' 54" WEST, A DISTANCE OF 50.00 FEET TO THE BEGINNING OF A CURVE CONCAVE SOUTHERLY AND HAVING A RADIUS OF 100.00 FEET; THENCE WESTERLY, ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 14' 29''! 39" AN ARC LENGTH OF 25.30 FEET TO THE BEGINNING OF A REVERSE CURVE, �d TO WHICH A RADIAL LINE BEARS SOUTH 05' 34' 27" WEST, SAID CURVE BEING CONCAVE NORTHERLY AND HAVING A RADIUS OF 395.00 FEET; THENCE WESTERLY, ALONG SAID REVERSE CURVE THROUGH A CENTRAL ANGLE OF ` 17' 24' 59" AN ABC LENGTH OF 120.07 FEET TO THE BEGINNING OF A" REVERSE CURVE, TO WHICH A RADIAL LINE BEARS NORTH 22' 59' 26" EAST, SAID CURVE BEING CONCAVE SOUTHERLY AND HAVING A RADIUS OP 140.00 ' FEET; THENCE ALONG SAID REVERSE CURVE THROUGH A CENTRAL ANGLE OF 52' 08' 31", AN ARC LENGTH OF 127.41 FEET; THENCE SOUTH 45' 09' 56" WEST, A DISTANCE OF 30.28 FEET TO THE CURVE CONCAVE NORTHWESTERLY AND HAVING A BEGINNING OF A NON -TANGENT LINE TO SAID BEGINNING BEARS SOUTH 41° RADIUS OF 430.00 FEET, A RADIAL 37' 22" EAST; TANGENT CURVE ST�"ALONG SAIDNON-TANGENT VETTHR000H A CENTRAL THENCE SOUTHWESTERLY ANGLE OF 20, AN C THENCE SOUTH 68' 26' 19" WEST, A DISTANCE OF 67.75 FEET TO THE NORTHERLY ADD HAVING A RADIUS OF 330.00 BEGINNING OF A CURVE CONCAVE FEET; THENCE ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF DO. 97' 04", AN ARC LENGTH OF 5.48 FEET; -' THENCE SOUTH 34' 41' 02" WEST, A DISTANCE OF 17.08 FEET; THENCE SOUTH 00' O1' 19" EAST, ALONG A LINE PARALLEL AND DISTANT 60 NAP 27109, A DISTANCE OF FEET EASTERLY OF SAID EAST LINE OF PARCEL 419.37 FEET; a3. THENCE SOUTH 474 25' 05" FAST, A DISTANCE OF 33.98 FEET TO THE POINT OF BEGINNING. . _.. EXHIBIT "B" DEED OF TRUST RIDER This Deed of Trust RJder is at ched to and made a part of the Deed of Trust with Assignment of Rents dated <l.l. r 1994 ("Deed of Trust") made payable to LA QUINTA REDEVELOPMENT AGENCY, as Beneficiary, and executed by E. G. WILLIAMS DEVELOPMENT CORPORATION, a California corporation, as Trustor. I. Deed of Trust. Trustor agrees to the provisions of this Deed of Trust Rider in addition to those of the Deed of Trust. 2. Disposition and Development Agreement. On September 30, 1994, Trustor and Beneficiary entered into that certain "First Restated and Amended Disposition and Development Agreement" (the "DDA"). In addition to securing the obligation of Trustor to repay the sum(s) set forth in the Deed of Trust, upon the terms and conditions set forth in the DDA (including without limitation Section 201 thereof), the Deed of Trust shall also secure performance by the Developer, or a Permitted Transferee, of those portions of the DDA pertaining to the Rental Conveyance Area and the Rental Units as defined in the DDA (the "Promisor"), and upon default by Promisor of any term or provision of the DDA, and failure to cure within the prescribed time period(s) set forth in the DDA, Beneficiary shall have the right to cause Trustee to enforce all of the rights and remedies of Trustee or Beneficiary under the Deed of Trust, including, but not limited to, acceleration of all sum(s) secured by the Deed of Trust, invocation of the power of sale and any other right or remedy of Beneficiary or Trustee set forth in the Deed of Trust. 3. Transfer to Nonprofit. Any transfer to a California Nonprofit Public Benefit Corporation, which is exempt from federal income tax pursuant to Internal Revenue Code Section 501(c)(3), which meets the criteria set out in Section 106 of the DDA, shall not trigger due on sale acceleration. E. G. WILLIAMS DEVELOPMENT CORPORATION, a California corporation La a0su20445_1 11871 B2338.22 B-1 10/24/94 ENHIBIT "B" DEED OF TRUST RIDER This Deed of Trust R' r is attached to and made a part of the Deed of Trust with Assignment of Rents dared �.. X, 1994 ("Deed of Trust") made payable to LA QUINTA REDEVELOPMENT AGENCY, as Beneficiary, and executed by E. G, WILLLAIM5 DEVELOPMENT CORPORATION, a California corporation, as Trustor. 1. Deed of Trust. Trustor agrees to the provisions of this Deed of Trust Rider in addition to those of the Deed of Trust. 2. Disposition and Development agreement. On September 30, 1994, Trustor and Beneficiary entered into that certain "First Restated and Amended Disposition and Development Agreement" (the "DDA"). In addition to securing the obligation of Trustor to repay the SUttl(s) set forth in the Deed of Trust, upon the terms and conditions set forth in the DDA (including without limitation Section 201 thereof), the Deed of Trust shall also secure performance by the Developer, or a Permitted Transferee, of those portions of the DDA pertaining to the Rental Conveyance Area and the Rental Units as defined in the DDA (the "Promisor"), and upon default by Promisor of any term or provision of the DDA, and failure to cure within the prescribed time period(s) set forth in the DDA, BeneSciary shall have the right to cause Trustee to enforce all of the rights and remedies of Trustee or Beneficiary under the Deed of Trust, including, but not limited to, acceleration of all sum(s) secured by the Deed of Trust, invocation of the power of sale and anv other right or remedy of Beneficiary or Trustee set forth in the Deed of Trust. 3. Transfer to Nonprofit. Any transfer to a California Nonprofit Public Benefit Corporation, which is exempt from federal income tax pursuant to Internal Revenue Code Section 501(c)(3), which meets the criteria set out in Section 106 of the DDA, shall not trigger due on sale acceleration. E, G IAti1S DEVELOPMENT C P 0 a California corporation By: rrc• �t CEO ?'A L:240445_ 11 I37j RMRb 2= B-1 101'=:94 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT No.5997 State of California Riverside County of On 10/27/94 DATE personally appeared before me, Marie T. Jones/Notary Public E.G. Williams NAME, TITLE OF OFFICER - E.G.'JANE DOE. NOTARY PUBLIC' NAME(S) OF SIGNER(S) © personally known to me to be the persona's) whose nam04) is/ g subscribed to the within instrument and ac- knowledged to me that Aw/she/Zeyxexecuted the same in /her/4kc;5fx authorized capacity�E�, and that by A-pis/heNW4e:ix signature(t) on the instrument the person(s), . IONesor the entity upon behalf of which the 98BBZ5 Som .clrnma —erson/s acted, executed the instrument. COUNTY �P \)lan Ex lres ^4, 14�17 K,�,�� WITNESS my hand and official seal. zl SIGNATURE OF NOTARY OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL ® CORPORATE OFFICER Chairman and CEO TITLES) ❑ PARTNER(S) ❑LIMITED ❑ GENERAL ❑ ATTORNEY -IN -FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER: SIGNER IS REPRESENTING: NAME OF PERSONS) OR ENTITYQES) E.G. Williams Development Corp. Rental Conveyance Area Deed of Trust TITLE OR TYPE OF DOCUMENT 10 (11 with notarizations) NUMBER OF PAGES 10/25/94 DATE OF DOCUMENT u ;J SIGNER(S) OTHER THAN NAMED ABOVE 01993 NATIONAL NOTARY ASSOCIATION • 6236 Remmet Ave., P.O. Box 7184 • Canoga Park. CA 91309-7184 RENTAL CONVEYANCE AREA PROMISSORY NOTE $2,112,847 La Quinta, California FOR VALUE RECEIVED, E. G.WILLIAMS DEVELOPMENT CORPORATION, a California corporation ("Maker"), promises to pay to LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Holder") at 78-495 Calle Tampico, P.O. Box 1504, La Quinta, California 92253, or at such other address as Holder may direct from time to time in writing, the sum of Two Million One Hundred Twelve Thousand eight Hundred Forty - Seven Dollars ($2,112,847) (the "Note Amount"), together with interest thereon at the rate set forth herein. All sums payable hereunder shall be payable in lawful money of the United States of America. This Promissory Note ("Note") is made in connection with the provision by the Holder of funds equal to the Note pursuant to that certain First Restated and Amended Disposition and Development Agreement dated September 20, 1994 (the "Agreement"). 1. Interest Rate. Simple interest shall accrue on the Note Amount from the date of this Note at the rate of six percent (6%) per annum, but in no event greater than the maximum interest rate permitted by law. 2. Reoavment . The principal amount of the Note Amount, plus all interest then accrued upon the Note Amount, shall be immediately due and payable upon (i) any default of the Agreement as to the Rental Units or the Rental Conveyance Area, including without limitation the conveyance of property not permitted by the Agreement, and Section 409, thereof, which is not cured within the time set forth in Section 601 of the Agreement and, if not sooner paid in full, (ii) on June 15, 2029. However, in the event that each of the following conditions have been satisfied: (i) the Developer has operated or has caused the Rental Units to be rented at Affordable Rent to Qualifying Renters and has provided Certificates of Continuing Program Compliance substantially in conformity with the Agreement for the twenty (20) year period commencing with the issuance of a Certificate of Completion for the Rental Units; (ii) the Developer (or a Permissive Transferor) is, as of such twentieth anniversary (the "Twentieth Anniversary"), currently in compliance with all provisions of the Agreement, including the Attachments thereto and this Note and (iii) the Rental Conveyance Area is solely owned by a California nonprofit public benefit corporation which is exempt from federal income tax pursuant to Internal Revenue Code § 501(c)(3), then as of each anniversary of the Twentieth Anniversary, the amounts then outstanding on this Note shall be reduced as follows: following the Twentieth Anniversary (but effective as of the Twentieth Anniversary), the Agency shall determine (i) the amount then outstanding on this Note (the "Computation Base"), and (ii) such amounts ("Adjustment Credit Amounts") as would fully amortize such Computation Base, together with such additional interest as may continue to accrue at the Interest Rate, over a ten (10) year period commencing with the Twentieth Anniversary. The amount payable to the Agency pursuant to this Note shall be reduced and forgiven by the amount of the Adjustment Credit Amount applicable for each PUBu20443_111871 B2338.22 1 10/24/94 calendar year following the Twentieth Anniversary that the Rental Units are rented at Affordable Rent to Qualifying Renters in conformity with the Agreement, including without limitation the provision of Certificates of Continuing Program Compliance. In the event the Rental Units are operated in conformity with the Agreement throughout the thirty (30) year period commencing with the completion of the Rental Units, the Holder shall cancel and return this Note, and shall execute and deliver to the Maker for recordation a request for full release and reconveyance of the "Rental Conveyance Area Deed of Trust" as described in Section 5 of this Note. 3. Prepayment of Note Amount. Maker may prepay to Holder the full Note Amount, together with all accrued and unpaid interest thereon at the rate set forth in section 1 hereof, at any time prior to the due date of the Note Amount without penalty. 4. Application of Payments. Each payment hereunder shall be credited first to interest then accrued and the remainder, if any, to principal. Interest shall cease to accrue upon principal so credited. 5. Security. This Note is secured by a deed of trust by and between Makers, as trustor and Holder, as beneficiary (the "Rental Conveyance Area Deed of Trust" Attachment No. 12 to the Agreement). 6. Holder May Assign. Holder may, at its option, assign its right to receive payment under this Note without necessity of obtaining the consent of the Maker. 7. Maker Assignment Prohibited. In no event shall Maker assign or transfer any portion of this Note without the prior express written consent of the Holder, which consent may be given or withheld in the Holder's sole discretion. 8. Attorneys' Fees and Costs. In the event that any action is instituted with respect to this Note, the prevailing party promises to pay such sums as a court may fix for court costs and reasonable attorneys' fees. Holder's right to such fees shall not be limited to or by its representation by staff counsel, and such representation shall be valued at customary and reasonable rates for private sector legal services. PUBL:20443_1 j 1871 B2338.22 2 10/24/94 9. Non -Waiver. Failure or delay in giving any notice required hereunder shall not constitute a waiver of any default or late payment, nor shall it change the time for any default or payment. 10. Successors Bound. This Note shall be binding upon the parties hereto and their respective heirs, successors and assigns. 11. Terms. Any terms not separately defined herein shall have the same meanings as set forth in the Agreement. 12. No provision of this Note or any instrument securing payment hereof or otherwise relating to the debt evidenced hereby shall require the payment or permit the collection of interest in excess of the maximum permitted by applicable law. If any excess of interest in such respect is herein or in such other instrument provided for, or shall be adjudicated to be so provided for herein or in any such instrument, the provisions of this paragraph shall govern, in neither Maker or any endorsers of this Note, nor their respective heirs, personal representatives, successors or assigns shall be obligated to pay the amount of such interest to the extent it is in excess of the amount permitted by applicable law. Dated: /'0 - ;I 7 , 1994 Dated: ��z S 1994 E. G. WILLIAMS DEVELOPMENT CORPO TION, a California corporation By: Its: 1�i:�:iA_Fil1 LA QUINTA REDEVELOPMENT AGENCY, a public corporate and politic Executive Director "HOLDER" vua1.:20443_111871 B2338.22 3 10/25/94 AMENDED AND RESTATED RENTAL CONVEYANCE AREA PROMISSORY NOTE $2,112,847 La Quinta, California FOR VALUE RECEIVED, E. G. WILLIAMS DEVELOPMENT CORPORATION, a California corporation ("Maker"), promises to pay to LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Holder") at 78-495 Calle Tampico, P.O. Box 1504, La Quinta, California 92253, or at such other address as Holder may direct from time to time in writing, the sum of Two Million One Hundred Twelve Thousand Eight Hundred Forty - Seven Dollars ($2,112,847) (the "Note Amount"), together with interest thereon at the rate set forth herein. All sums payable hereunder shall be payable in lawful money of the United States of America. This Promissory Note ("Note") is made in connection with the provision by the Holder of funds equal to the Note pursuant to that certain First Restated and Amended Disposition and Development Agreement dated September 20, 1994 (the "Agreement"). Interest Rate. Simple interest shall accrue on the Note Amount from the date of this Note at the rate of six percent (6%) per annum, but in no event greater than the maximum interest rate permitted by law. 2. Repayment. The principal amount of the Note Amount, plus all interest then accrued upon the Note Amount, shall be immediately due and payable upon: (i) any default of the Agreement as to the Rental Units or the Rental Conveyance Area, including without limitation the conveyance of property not permitted by the Agreement, and Section 409 thereof, which is not cured within all applicable notice and cure periods; or (ii), if not paid sooner, on June 15, 2029. Payments pf interest and principal shall be made to the Holder from "Residual Cash Flow" which is hereinafter defined. To the extent there is Residual Cash Flow from the Project, Maker shall pay one hundred percent (100%) of the Residual Cash Flow to Holder on an annual basis. Payments shall be credited first to any accrued but unpaid interest, then to current interest due and owing and lastly to principal. Interest not paid currently shall accrue and shall not be compounded. Residual Cash Flow shall mean the sum of money computed as follows: (a) All rents, revenues, consideration or income (of any form) derived by Maker in connection with or relating to the operation of the Rental Units, including any revenue derived from any refinancing of the Rental Units and Rental Conveyance Area, but excluding all capital contributions to Maker and interest earned on all reserves maintained by Maker, less all of the following: all customary and reasonable costs and expenses (including, but not limited to, property, asset, and partnership management fees) in connection with the ownership, operation, management and maintenance of the Rental Units; principal and interest paid by Maker on account of any loan(s) or other obligations of Maker or evidenced by this Note; amounts expended to restore the Rental Units after a casualty loss or condemnation; reasonable and customary costs for accounting and auditing the books and records of the Rental Units and Maker; and amounts reserved by Maker as an operating deficit reserve account and a replacement reserve account for the Rental Units. Notwithstanding the generality of the foregoing, the following items are not expenses or deductible in computing Residual Cash Flow: (i) Income taxes imposed upon Maker's income; (ii) Payment of interest on any indebtedness of Maker to any affiliate of Maker (individual or entity) not otherwise approved by Holder; and (iii) Depreciation, costs recovery, amortization and similar items which do not involve the expenditure of cash. Maker shall deliver to Holder an audited financial statement for the Rental Units within ninety (90) days of the end of each calendar year along with payment of the Residual Cash Flow. Holder shall have the right to inspect and audit Maker's books and records concerning the calculation of Residual Cash Flow within sixty (60) days from receipt of Maker's statement. Failure to timely object shallbe deemed acceptance. If Holder does object, Holder shall specify the reasons for disapproval. Maker shall have thirty (30) days to reconcile any disapproved item. If Maker and Holder cannot agree on the amount of the Residual Cash Flow, an independent auditor mutually selected by Maker and Holder shall resolve any disputed items. The cost of the auditor shall be shared by Maker and Holder. Nonrecourse Note. This Note is a nonrecourse note. 4. Application of Payments. Each payment hereunder shall be credited first to interest then accrued and the remainder, if any, to principal. Interest shall cease to accrue upon principal so credited. 5. Security. This Note is secured by a deed of trust by and between Makers, as tnustor and Holder, as beneficiary (the "Rental Conveyance Area Deed of Trust" Attachment No. 12 to the Agreement). Holder May Assign. Holder may, at its option, assign its right to receive payment under this Note without necessity of obtaining the consent of the Maker. 7. Maker Assignment Prohibited. In no event shall Maker assign or transfer any portion of this Note without the prior express written consent of the Holder, which consent may be given or withheld in the Holder's sole discretion. Attorneys' Fees and Costs. In the event that any action is instituted with respect to this Note, the prevailing party promises to pay such sums as a court may fix for court costs and reasonable attorneys' fees. Holder's right to such fees shall not be limited to or by its representation by staff counsel, and such representation shall be valued at customary and reasonable rates for private sector legal services. 9. Non -Waiver. Failure or delay in giving any notice required hereunder shall not constitute a waiver of any default or late payment, nor shall it change the time for any default or payment. 10. Successors Bound. This Note shall be binding upon the parties hereto and their respective heirs, successors and assigns. 11. Terms. Any terms not separately defined herein shall have the same meanings as set forth in the Agreement. 12. Legal Interest. No provision of this Note or any instrument securing payment hereof or otherwise relating to the debt evidenced hereby shall require the payment or permit the collection of interest in excess of the maximum permitted by applicable law. If any excess of interest in such respect is herein or in such other instrument provided for, or shall be adjudicated to be so provided for herein or in any such instrument, the provisions of this paragraph shall govern, in neither Maker or any endorsers of this Note, nor their respective heirs, personal representatives, successors or assigns shall be obligated to pay the amount of such interest to the extent it is in excess of the amount permitted by applicable law. 13. Rescission of Prior Note: Effective Date. It is the intent of the parties that this Amended and Restated Rental Conveyance Area Promissory Note (referred to herein as the "Note") shall at the time of its execution completely rescind and replace the original Rental Conveyance Area Promissory Note executed by the parties on or about October 27, 1994 and that the effective date of this Note shall be from the original execution date by Maker of October 27, 1994. It is further intended that obligations under this Note be secured by the original Rental Conveyance Area Deed of Trust executed on October 25, 1994. Dated: B S Dated: 0 'a - gs E.G. WILLIAMS DEVELOPMENT CORPORATION, a California corporation By: 4��= Its: LA QUINTA REDEVELOPMENT AGENCY, a public/b9�y�rporate and�oliti By: /�e - Executive Director "HOLDER"