2000 Spanos Corp - Promissory Note Secured by Deed of Trust$ 217,723
PROMISSORY NOTE SECURED BY DEED OF TRUST
La Quinta, California
January 21 , 2000
On (the "Maturity Date"), for money advanced and value
received, the undersigned (the "Promisor"), promises to pay to the La Quinta
Redevelopment Agency (the "Holder"), or to order at 78-495 Calle Tampico, La Quinta,
California 92253, or any other place designated in a writing submitted by Holder to
Promisor, the principal sum of $217,723, with no interest on the principal amount; provided,
however, that the payment of the principal sum shall be waived and the obligation deemed
for all purposes fully satisfied after a time period of thirty (30) years and upon performance
by Promisor of considerations and covenants provided in the Affordable Housing
Agreement for Apartments executed by and between the Promisor and the Holder, dated
the same date as this Developer Note and executed concurrently herewith (the "Affordable
Housing Agreement"), or upon termination of the Affordable Housing Agreement under its
terms.
Principal and interest payable under this Developer Promissory Note, if any, shall
be paid in lawful money of the United States of America. There shall be no prepayment
of this Developer Promissory Note.
This Developer Promissory Note is secured by, among other things, the Deed of
Trust and Security Agreement with Assignment of Rents and Agreements dated the same
date as this Developer Promissory Note, executed by Promisor, as trustor, in favor of
Holder, as beneficiary (the "Deed of Trust"), and encumbering the fee interest in the real
property described in the Deed of Trust (the "Land"). The Holder will be entitled to the
benefits of the security provided by the Deed of Trust and will have the right to enforce the
covenants and agreements of Promisor contained in the Deed of Trust and the Affordable
Housing Agreement.
If:
a. Promisor fails to pay when due any sums payable under t its Deve'oper Promissory
Note; or
b. an Event of Default (as defined in the Deed of Trust) occurs; or
C. a default under the Affordable Housing Agreement occurs which is not cured within
the applicable cure period set forth therein;
then Holder, at its sole option, shall have the right to declare all sums owing under this
Developer Promissory Note immediately due and payable. However, i1f any document
related to this Developer Promissory Note (including, but not limited to, the Affordable
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Housing Agreement) provides for the automatic acceleration of payment of sums owing
under this Developer Promissory Note, all sums owing shall be automatically due in
accordance with the terms of that document.
Promisor shall pay to Holder all sums owing under this Developer Promissory Note,
if not waived, without deduction, offset, or counterclaim of any kind. The advance of
money evidenced by this Developer Promissory Note and secured by the Deed of Trust
shall in no manner make Holder the partner or joint venturer of Promisor.
If any attorney is engaged by Holder to enforce or construe any provision of this
Developer Promissory Note, the Deed of Trust, the Affordable Housing Agreement or any
other Security Documents (as defined in the Deed of Trust) or as a consequence of any
Event of Default, with or without the filing of any legal action or proceeding, then Promisor
shall immediately pay to Holder on demand all reasonable attorney fees and other costs
incurred by Holder, together with interest.
No previous waiver or failure or delay by Holder in acting with respect to the terms
of this Developer Promissory Note, the Deed of Trust or the Affordable Housing Agreement
shall constitute a waiver of any breach, default, or failure of condition under this Developer
Promissory Note, the Deed of Trust or the Affordable Housing Agreement. A waiver of any
term of this Developer Promissory Note, the Deed of Trust or the Affordable Housing
Agreement must be made in writing and shall be limited to the express wri<ien terms of the
waiver. If there are any inconsistencies between the terms of this Developer Promissory
Note and the terms of the Deed of Trust or the Affordable Housing Agreement, the terms
of this Developer Promissory Note shall prevail.
All notice required or permitted in connection with this Developer Promissory Note
shall be in writing and shall be given at the place and in the manner provided in the Deed
of Trust for the giving of notices.
If this Developer Promissory Note is executed by more than one person or entity as
Promisor, the obligations of each person or entity shall be joint and several. No person or
entity shall be a mere accommodation maker, but each shall be primarily and directly liable.
Promisor waives presentment; demand; notice of dishonor; notice of default or
delinquency; notice of acceleration; notice of protest and nonpayment; notice of costs,
expenses, or losses and interest; notice of interest on interest and late charges; and
diligence in taking any action to collect any sums owing under this Developer Promissory
Note or in proceeding against any of the rights or interests to properties securing payment
of this Developer Promissory Note. Time is of the essence with respect to every provision
of this Developer Promissory Note. This Developer Promissory Note shall be construed
and enforced in accordance with the laws of the State of California, except to the extent
that Federal law preempts state law, and all persons and entities in any manner obligated
under this Developer Promissory Note consent to the jurisdiction of any Federal or state -
Court within California having proper venue and also consent to service of process by any
means authorized by California or Federal law.
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Promisor shall not be personally liable for the payment of the indebtedness or any
obligations evidenced by this Developer Promissory Note or the Affordable Housing
Agreement, and any judgment or decree in any action brought to enforce the obligation of
Promisor to pay the indebtedness shall be enforceable against Promisor and the partners
of the Promisor, if any, only to the extent of Promisor's interest in the Land and any other
collateral pledged, encumbered, or otherwise covered by the Deed of Trust. Any judgment
or decree shall not be subject to execution, or be a lien, on the assets of Promisor and the
partners of the Promisor, if any, other than Promisor's interest in the Land and any other
collateral pledged, encumbered, or otherwise covered by the Deed of Trust.
Nothing in the preceding paragraph shall affect or limit the rights of Holder to
enforce any of Holder's rights or remedies with respect to any portion of the Land or any
other collateral pledged, encumbered, or otherwise covered by the Deed of Trust.
THE SPANOS CORPORATION,
a California corporation
By:
It
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