DEED OF TRUST NOTE
$401,750.00 January 22, 1996
FOR VALUE RECEIVED, XXXX HOLDINGS LIMITED PARTNERSHIP, a Maryland limited
partnership, (the "Maker"), promises to pay to the order of CLARENDON STATION,
L.P., a Virginia limited partnership, c/o Xxxx X. Xxxx, The Running Iron Ranch,
00 Xxxxxx Xxxxx Xxxx, Xxxx, Xxxxxxx 00000, (or at such other address and/or to
the attention of such other person as the holder from time to time may designate
by written notice given to the Maker), the principal sum of Four Hundred One
Thousand Seven Hundred Fifty and No/Dollars ($401,750.00), together with
interest commencing from the date hereof on the unpaid principal balance of this
Note at the rate of eight percent (8%) per annum, upon the terms and provisions
set forth herein.
1. Payment of Interest. Interest shall be calculated on the unpaid
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principal balance hereof and shall be payable monthly.
2. Payment of Principal. Maker shall be obligated to make four (4)
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consecutive annual principal curtailments of $100,437.50 each with the first
such payment being due one (1 ) year from the date of this Note.
3. Prepayment Privilege: Application. This Note, may be prepaid in whole or
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from time to time in part without premium or penalty. In the event of any
prepayment, such prepayment shall be applied first to the payment of any fees or
charges other than interest or principal then owing hereunder, and, second, to
accrued but unpaid interest, and any balance remaining after such application
shall be applied in reduction of principal. Any partial prepayments (to the
extent applicable to principal)shall be applied against principal payments
scheduled to become due in the order designated by the Maker and shall not
relieve the Maker of the obligation to pay installments of principal and/or
interest hereunder as and when they would otherwise fall due.
4. Security. This Note is secured by the lien of a Deed of Trust (the "Deed
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of Trust") dated of even date herewith, from the Maker (as Grantor) and
conveying to Xxxxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxxxx, Xx., as Trustees,
certain improved real property located in Arlington County, Virginia, commonly
known as 3016-0000 Xxxxxx Xxxx xxx 0000 Xxxxxxxxx Xxxx, as more particularly
described therein (the "Property").
5. Late Charge. In the event any payment is not received by the holder of
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this Note within fifteen (15) days from the date when the same is due, then a
"late charge" in
an amount equal to four (4%) percent of such payment shall be due and payable
hereunder.
6. Costs. The Maker hereby agrees to pay, on demand, to the holder of this
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Note all costs and expenses including, without limitation, all attorneys' fees
and expenses and court costs, incurred in connection with the collection and
enforcement of this Note and/or the protection or realization of the collateral
secured by the lien of the Deed of Trust, whether or not suit on this Note or
any foreclosure or sale action is instituted or filed under the Deed of Trust.
7. Default. In the event the Maker shall default in the payment of any
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principal and/or interest when due under this Note and shall fail to cure such
default within fifteen (15) days after written notice of such default shall have
been given (in a manner provided for in the Deed of Trust) to the Maker and
delivered or refused, or default in or breach of any other of its obligations,
representations, covenants, warranties or agreements contained in this Note or
the Deed of Trust and the Maker shall fail to cure any such default or breach
within thirty (30) days after written notice thereof shall have been given to
the Maker, or if there shall occur any other "Event of Default" (as defined in
the Deed of Trust), then and in any such event, at the option of the holder of
this Note, this Note (including the entire then outstanding principal balance
hereof, all accrued and unpaid interest hereon and all other applicable unpaid
fees, costs, late charge and other charges, if any) shall become immediately due
and payable, and the holder of this Note thereupon shall have the right to
exercise any and ail rights and/or remedies available to the holder of this Note
under this Note and/or the Deed of Trust and/or applicable law. Failure on the
part of the holder hereof to exercise any right or remedy hereunder or under the
Deed of Trust, whether before or after the happening of a default, shall not
constitute a waiver thereof, and no waiver of any past default shall constitute
waiver of any future default or of any other default. No failure to accelerate
the debt evidenced hereby by reason of default hereunder, or indulgence granted
from time to time shall be construed to be a waiver of the right to insist upon
prompt payment thereafter or shall be deemed to be a novation of this Note or a
reinstatement of the debt evidenced hereby or a waiver of such right of
acceleration or any other right, or be construed so as to preclude the exercise
of any right which the holder of this Note may have, whether by the laws of the
state governing this Note, by agreement or otherwise, and Maker hereby expressly
waives the benefit of any statute, rule of law or equity which would produce a
result contrary to or in conflict with the foregoing.
8. Usury. In no event shall the amount of interest due and payable
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hereunder exceed the maximum rate of interest allowed under applicable law. In
the event that any such payment exceeds such maximum lawful rate of interest,
then such excess shall be credited as a prepayment of principal hereunder. Maker
expressly acknowledges that the
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proceeds of this Note shall be used for business, commercial, investment or
other similar purposes and no portion of this Note shall be used for personal,
family or household use.
9. Waiver. Except as may be expressly provided otherwise under this Note,
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Maker hereby waives presentment, protest and notice of protest, demand,
diligence, notice of dishonor and of nonpayment, notice of default, notice of
intent to accelerate and notice of acceleration of the maturity of this Note
and, to the extent permitted by applicable law, waives and renounces all rights
to the benefits of any moratorium, appraisement, exemption and homestead rights
or protections now provided or which may hereafter be provided by any federal or
state statute against the enforcement and collection of the obligations
evidenced by this Note, and any and all extensions, renewals and modifications
hereof.
10. Full Recourse. This Note is intended to be the full recourse obligation
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of the Maker.
11. Governing Law. This Note shall be governed by and construed under the
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laws of the Commonwealth of Virginia.
12. Time Is Of The Essence. Time is of the essence under this Note.
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13. Modifications. This Note may not be changed orally, but only by an
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agreement in writing signed by the party against whom enforcement is sought to
be enforced.
MAKER:
XXXX HOLDINGS LIMITED PARTNERSHIP,
a Maryland limited partnership
By: Xxxx Centers, Inc.,
a Maryland corporation, Sole General Partner
By: /s/ X. Xxxxxxx Xxxx XX
Name: X. Xxxxxxx Xxxx XX
Title: Chairman
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This is to certify that this Note is secured by the lien of a Deed of
Trust to Xxxxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxxxx, Xx., Trustees, on certain
improved real property located in Arlington County, Virginia.
Notary Public /s/ Xxxx X. Xxxxx
My commission expires: Xxxx X. Xxxxx, Notary Public
Xxxxxxxxxx County, State of Maryland
[Notarial Seal] My Commission Expires Feb. 3, 1999
ENDORSEMENT
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For Value Received, pay to the order of Central Fidelity National Bank.
CLARENDON STATION, L.P.
By: /s/ Xxxx X. Xxxx
Xxxx X. Xxxx, General Partner
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