EXHIBIT 10.94
DEED OF TRUST NOTE
$2,207,400.00 Los Angeles, California
December 1, 2001
FOR VALUE RECEIVED, the undersigned, ARV FULLERTON, L.P., a California
limited partnership, promises to pay RED MORTGAGE CAPITAL, INC., an Ohio
corporation, or order, at its principal office at 150 East Gay Street, 22nd
Floor, Columbus, Ohio 43215 or at such other place as may be designated in
writing by the holder of this Note, the principal sum of TWO MILLION TWO HUNDRED
SEVEN THOUSAND FOUR HUNDRED AND 00/100THS DOLLARS ($2,207,400.00), with interest
thereon from the date hereof at the rate of Seven and one-quarter per centum
(7.25 %) per annum on the unpaid balance until paid. The principal and interest
of this Note are to be paid in monthly installments as follows:
Interest alone shall be due and payable on the first day of January,
2002. Thereafter, commencing on February 1, 2002, monthly installments
of principal and interest at the rate of Seven and one-quarter per
centum (7.25 %) per annum shall be due and payable in the sum of
FOURTEEN THOUSAND FOUR HUNDRED NINETY AND 86/100THS DOLLARS ($14,490.86)
each, such payments to continue monthly thereafter on the first day of
each succeeding month until the entire indebtedness has been paid in
full. In any event, the balance of principal (if any) remaining unpaid,
plus accrued interest, shall be due and payable on January 1, 2037. The
installments of principal and interest shall be applied first to
interest at the rate aforesaid upon the principal sum or so much thereof
as shall from time to time remain unpaid, and the balance thereof shall
be applied on account of principal.
Both principal and interest under this Note, as well as the additional
payments set forth in the Deed of Trust, shall be payable at the office of RED
MORTGAGE CAPITAL, INC., at its principal office at 150 East Gay Street, 22nd
Floor, Columbus, Ohio 43215 or such other place as the holder may designate in
writing.
Prepayment of this Note is subject to the terms and provisions set forth in
Allonge #1 attached hereto and incorporated herein by this reference. Commencing
on February 1, 2007, privilege is reserved to pay the debt in whole or in an
amount equal to one or more monthly payments of principal next due, on the last
day of any month prior to maturity upon at least thirty (30) days' prior written
notice to holder upon the terms and conditions set forth in Paragraph 1 of said
Allonge #1.
If default be made in the payment of any installment under this Note, and if
the default is not made good prior to the due date of the next such installment,
the entire principal sum and accrued interest shall at once become due and
payable without notice at the option of the holder of this Note. Failure to
exercise this option shall not constitute a waiver of the right to exercise the
same in the event of any subsequent default.
The makers and endorsers severally waive diligence, presentment, protest,
and demand, and also notice of protest, dishonor, and nonpayment of this Note,
and expressly agree that this Note, or any payment thereunder, may be extended
from time to time, and consent to the acceptance of further security for this
Note, including other types of security, all without in any way affecting the
liability of the makers and endorsers hereof. The right to plead any and all
statutes of limitations as a defense to any demand on this Note, or any guaranty
thereof, or to any agreement to pay the same, or to any demand secured by the
Deed of Trust or other security, securing this Note, or any and all obligations
or liabilities arising out of or in connection with said Note or Deed of Trust
by any of the parties hereto, is expressly waived by each and every of the
makers, endorsers, guarantors or sureties.
Principal and interest are payable in lawful money of the United States. If
action be instituted on this Note, the undersigned promise(s) to pay in addition
to the costs and disbursements allowed by law such sum as the Court may adjudge
reasonable as attorney's fees in said action. This Note is secured by a Deed of
Trust, of even date herewith, to Fidelity National Title Insurance Company, as
Trustee, on real estate situated in the City of Fullerton, County of Orange,
California (the "Deed of Trust").
In the event any installment or part of any installment due hereunder
becomes delinquent for more than fifteen (15) days, there shall be due, at the
option of the holder, in addition to other sums due hereunder, a sum equal to
two percent (2%) of the amount of such installment of principal and interest so
delinquent. Whenever under the law of the jurisdiction where the
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property is located, the amount of any such late charge is considered to be
additional interest, this provision shall not be effective if the rate of
interest specified in this Note, together with the amount of the late charge,
would aggregate an amount in excess of the maximum rate of interest permitted
and would constitute usury.
Notwithstanding any other provision contained in this Note, it is agreed
that the execution of this Note shall impose no personal liability on the maker
hereof for payment of the indebtedness evidenced hereby and in the event of a
default, the holder of this Note shall look solely to the property described in
the Deed of Trust and to the rents, issues and profits thereof in satisfaction
of the indebtedness evidenced hereby and will not seek or obtain any deficiency
or personal judgment against the maker hereof except such judgment or decree as
may be necessary to foreclose and bar its interest in the property and all other
property mortgaged, pledged, conveyed or assigned to secure payment of this
Note, except as set out in the Deed of Trust of even date given to secure this
indebtedness.
Should this Note be signed by more than one person and/or firm and/or
corporation, all of the obligations herein contained shall be considered joint
and several obligations of each signer.
Signed and sealed as of the 1st day of December, 2001.
ARV FULLERTON, L.P.
a California limited partnership
By: American Retirement Villas Properties II
a California limited partnership
General Partner
By: ARV Assisted Living, Inc.
a Delaware corporation
General Partner
By:
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Douglas Armstrong
Vice President
I HEREBY CERTIFY that this is the Note described in and secured by the Deed
of Trust of even date herewith, and in the same principal amount as herein
stated, to Fidelity National Title Insurance Company, Trustee(s), on real estate
in the City of Fullerton, Orange County, California.
Dated this ____ day of December, 2001.
[SEAL] ----------------------------------------
Notary Public
My Commission Expires:
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STATE OF CALIFORNIA
LOAN NO. 143-22015 PM/ALF/REF
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Deed of Trust Note
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ARV FULLERTON, L.P.
TO
RED MORTGAGE CAPITAL, INC.
No. 143-22015 PM/ALF/REF
Insured under ss.232 pursuant to 223 (f) of the National Housing
Act and Regulations published thereunder
In effect on October 23, 2001
A total sum of $ 2,207,400.00 has been
approved for insurance hereunder by the Secretary of Housing
and Urban Development acting by and through the Federal
Housing Commissioner
By
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(Authorized Agent)
Date
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Reference is made to the Act and to the Regulations thereunder
covering assignments of the insurance protections on this note.
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