PROMISSORY NOTE
Exhibit
10.5
|
$60,000,000.00
|
September
29, 2006
|
|
Irvine,
California
|
FOR
VALUE
RECEIVED, XXXXXXX PROPERTIES-3161 XXXXXXXXX, LLC, a Delaware limited liability
company, XXXXXXX PROPERTIES-PARK PLACE PS2, LLC, a Delaware limited liability
company, and XXXXXXX PROPERTIES-PARK PLACE PS5, LLC, a Delaware limited
liability company (individually and collectively, jointly and severally,
“Borrower”),
hereby promises to pay to CAPMARK BANK, A UTAH INDUSTRIAL BANK (the
“Lender”),
for
account of its respective Applicable Lending Offices provided for by the
Agreement referred to below, at the principal office of EUROHYPO AG, NEW
YORK
BRANCH, at 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000,
the principal sum of Sixty Million and No/100 Dollars ($60,000,000.00) (or
such
lesser amount as shall equal the aggregate unpaid principal amount of the
Loans
made by the Lender to Borrower under the Agreement), in lawful money of the
United States of America and in immediately available funds, on the dates
and in
the principal amounts provided in the Agreement, and to pay interest on the
unpaid principal amount of each such Loan, at such office, in like money
and
funds, for the period commencing on the date of such Loan until such Loan
shall
be paid in full, at the rates per annum and on the dates provided in the
Agreement.
The
date,
amount, Type, interest rate and duration of Interest Period (if applicable)
of
each Loan made by the Lender to Borrower, and each payment made on account
of
the principal thereof, shall be recorded by the Lender on its books and,
prior
to any transfer of this Note, endorsed by the Lender on the schedule attached
hereto or any continuation thereof, provided that the failure of the Lender
to
make any such recordation or endorsement shall not affect the obligations
of
Borrower to make a payment when due of any amount owing under the Agreement
or
hereunder in respect of the Loans made by the Lender.
This
Note
is one of the Notes referred to in the Construction Loan Agreement dated
as of
September 29, 2006 (as modified, supplemented, extended and in effect from
time
to time, the “Agreement”)
between Borrower, the lenders party thereto (including the Lender) and Eurohypo
AG, New York Branch, as Administrative Agent, and evidences Loans made by
the
Lender thereunder. Terms used but not defined in this Note have the respective
meanings assigned to them in the Agreement.
The
Agreement provides for the acceleration of the maturity of this Note upon
the
occurrence of certain events and for prepayments of Loans upon the terms
and
conditions specified therein.
Except
as
expressly permitted by Section
12.24
of the
Agreement, this Note may not be assigned by the Lender to any other
Person.
This
Note
shall be governed by, and construed in accordance with, the law of the State
of
California without regard to conflicts of laws principles.
XXXXXXX
PROPERTIES-3161 XXXXXXXXX, LLC, a Delaware limited liability
company
By:
______________________________
Name:
____________________________
Title:
_____________________________
XXXXXXX
PROPERTIES-PARK PLACE PS2, LLC, a Delaware limited liability
company
By:
______________________________
Name:
____________________________
Title:
_____________________________
XXXXXXX
PROPERTIES-PARK PLACE PS5, LLC, a Delaware limited liability
company
By:
______________________________
Name:
____________________________
Title:
_____________________________
