Romissory OTE F (Project Name) C P L A B M P N ("N ") E D: OR Onstruction and Ermanent OAN Greement

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PROMISSORY NOTE

FOR [PROJECT NAME]


CONSTRUCTION AND PERMANENT LOAN AGREEMENT

BORROWER HAS MADE THIS PROMISSORY NOTE (“NOTE”) AS OF THE EFFECTIVE DATE. The Lender is making
the Loan pursuant to the terms and conditions of the Loan Agreement and this Note. This Note includes all
attachments and Exhibits listed below, which are attached to and incorporated in this Note by this reference. The
capitalized terms in this Note shall have the meanings assigned in the following table of definitions and as defined in
the body of the Note. (Terms being defined are indicated by quotation marks. If an item in the table is marked
“None, Not Applicable, N/A or equivalent or is left blank, that defined term is not applicable to this Note or the
referenced item is not required or is not included in this Note as the context may indicate.) The Lender is making
the Loan to Borrower in consideration of Borrower making this Note and delivering it to Lender.

For purposes of this Note, the following terms shall have the following meanings:

DEFINED TERM: DEFINITION:


“Effective Date” October 22, 2010
“Lender” [LENDER NAME]
“Borrower” [BORROWER NAME]
“Borrower Legal limited liability company
Status”
The Loan Agreement between the Borrower and Lender as of the Effective Date for making of the
“Loan Agreement”
loan (“Loan”) evidenced by this Note.
“Principal Four Million Dollars and No Cents ($4,000,000.00)
Amount”
“Interest Rate” The interest rate is 0% per year, simple interest.
Interest shall accrue starting on the following “Accrual Date”: The Effective Date
“Accrual Date”
Payments on the loan will be deferred for the term of the loan. The principle amount will be due
and payable on the Maturity Date. Loan is due and payable if a notice of default is issued under
“Special Terms” the regulatory agreement and not cured or if the property is sold or refinanced in excess of the
original principle and project costs in advance of the Maturity Date .
PAYMENT SCHEDULE. Repayment of this Note shall be made the following amounts:
“Maturity Date” The first day of the 360 calendar month following the Effective Date.
“Payment Start Payment of principal shall begin on the first day of the calendar month following written
Date” notice of a default under the Regulatory Agreement or if the property is sold or refinanced in
excess of the original principle and project costs in advance of the Maturity Date
“Payment
Amount(s)” Loan is due and payable if a notice of default is issued Payment Amount
under the regulatory agreement or the property is sold
or refinanced in excess of the original principle and
project costs prior to the Maturity Date.

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FOR VALUE RECEIVED, THE UNDERSIGNED, JOINTLY AND SEVERALLY, PROMISES TO PAY to Lender, or its successors
or assigns, the Principal Amount or such lesser amount as may be endorsed on this Note on behalf of Lender. The Loan
shall bear interest on the outstanding principal balance, computed from the Accrual Date at the Interest Rate.

1. This Note evidences the obligation of Borrower to Lender for repayment of funds loaned to Borrower under a loan
agreement between Borrower and Lender dated as of the Loan Date ("Loan Agreement"). The terms and covenants of
the Loan Agreement are incorporated in this Note by reference. The Loan Agreement provides for and incorporates the
Regulatory Agreement (“Regulatory Agreement”), the making of which is further consideration for this Note.

2. If any installment under this Note is not received by Lender within fifteen (15) calendar days after the installment is
due, Borrower shall pay to Lender a late charge of five percent (5%) of such installment. Such late charge shall be
immediately due and payable without demand by Lender.

3. This Note is secured by a Deed of Trust with Assignment of Rents against the real property described in the Loan
Agreement (“Property”), recorded in the office of the County Recorder of _______ County ("Trust Deed"). The Trust
Deed securing this Note provides that Lender may at its option, declare all funds secured by the Trust Deed immediately
due and payable, if any interest in the real property is sold, transferred or conveyed to any person, whether voluntarily or
involuntarily. The Trust Deed further provides that if Borrower does not comply with the requirements of the Regulatory
Agreement and fails to come into compliance with the Regulatory Agreement within thirty (30) days after Lender’s
written notice to Borrower of such failure, Lender may at its option, declare all funds secured by the Trust Deed
immediately due and payable.

4. Lender and Borrower shall comply with and fulfill the Special Terms.

5. Upon occurrence of any one or more of the following, Lender may, at its sole discretion, declare all unpaid principal
immediately due and payable, together with all unpaid interest at the stated rate from the date of the advancement of the
Loan's proceeds, subject to applicable cure periods, if any:

a. Borrower defaults in the payment of any principal or interest when due.


b. Lender discovers that Borrower, in any application to Lender in connection with the Loan, had failed to disclose
or misrepresented any fact that would have prevented Borrower from being eligible for the Loan.
c. Lender discovers that Borrower has made any misrepresentations or has intentionally withheld any fact in the
making of this Loan, the knowledge of which could have affected the decision of Lender to make the Loan.
d. Borrower defaults or breaches any of the terms of Loan Agreement , the Trust Deed, the Regulatory Agreement
or this Note.
e. Borrower fails to perform any covenant, term or condition in any instrument creating a lien upon the Property
which is the security under the Trust Deed, or any part thereof, which lien shall have priority over the lien of the Trust
Deed securing this Note.
f. The sale, transfer of title, conveyance or further encumbrance of the Property, whether by sale, exchange, gift,
inheritance or other means, without prior written consent of Lender.
g. The occurrence of any of the following:
1) Borrower becoming insolvent or bankrupt or being unable or admitting, in writing, Borrower’s inability to
pay debts as they mature or making a general assignment of or entering into any restructure payment arrangement with
creditors.
2) Proceedings for the appointment of a receiver, trustee or liquidator of the assets of Borrower or a substantial
part of such assets, being authorized or instituted by or against the Borrower.
3) Proceedings under any bankruptcy, reorganization, readjustment of debt, insolvency, dissolution, liquidation
or other similar law of any jurisdiction being authorized or instituted against Borrower.

6. No waiver of any default or breach by Borrower under this Note shall be implied from any omission by Lender to take
action on account of such default, and no express waiver shall affect any default, other than the default specified in
the waiver. Such waiver shall be in writing and shall be operative only for the time and to the extent therein stated.

7. Borrower may prepay this Note in full or in part at any time, without any prepayment penalty being charged by
Lender.

During the existence of default or delinquency under the terms of this Note or the Trust Deed, the Lender is
expressly authorized to apply all payments made on this Note to the payment of all or part of the delinquency, as it
may elect.
8. This Loan is a non-recourse loan, and notwithstanding any provision of this Note or any document evidencing or
securing this Loan, Borrower, and Borrower’s principals, members, partners, agents, officers, and successors in
interest shall not be personally liable for the payment of the Loan or any obligation of the Loan.

Borrower shall pay to Lender all costs of enforcement of all or any portion of this Note and the Trust Deed,
including attorney's fees, witness fees, investigator fees and court costs, incurred by Lender, whether or not litigation
is commenced.

IN WITNESS WHEREOF, Borrower has executed this Note as of the Loan Date.

Borrower:
[BORROWER NAME]
By:

_______________________________________
[NAME]
[TITLE]
Authorized Representative

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