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HomeMy WebLinkAboutAD05-332 - Other - Springboard Holdings, LLC - Commercial Promissory Note - 09/14/2006 COMMERCIAL PROMISSORY NOTE $11,413,000.00 Seattle, WA September 14, 2006 FOR VALUE RECEIVED, SPRINGBOARD HOLDINGS, L.L.C, a Washington Iimited liability company, ("Maker") promises to pay to the order of CENTURION FINANCIAL GROUP, LLC, a Washington limited liability company ("Holder" or "Lender"), as follows: 1. PROMISE TO PAY Maker promises to pay the sum of Eleven Million Four Hundred Thirteen Thousand and No/100 Dollars ($11,413,000 00 U S.) or so much thereof as may be disbursed to, or for the benefit of the Maker in accordance with this Note (the "Principal" or "Loan"),plus interest, to Holder, its successors or assigns. The Loan shall be disbursed to Maker in accordance with the Loan Agreement of even date between Maker and Holder. 2_ INTEREST Maker shall pay interest on the unpaid principal balance under this Note, inclusive of any principal held by Holder as an interest reserve, from the date of this Note, until the unpaid principal has been paid in full Interest shall accrue upon the unpaid principal balance at an interest rate per airium (360 day year)equal to fifteen percent(15%)(the "Interest Rate"). In no event shall the amount of interest paid or agreed to be paid to Holder pursuant to this Note or any of the Loan Documents exceed the highest lawful rate of interest permissible under applicable law If,from any circumstances whatsoever, fulfillment of any provision of this Note and the other Loan Documents shall involve exceeding the lawful rate of interest which a court of competent jurisdiction may deern applicable hereto ("Excess Interest"), then ipso facto, the obligation to be fulfilled shall be reduced to the highest lawful rate of interest permissible under such law and if, for any reason whatsoever, Holder shall receive, as interest, an amount which would be deemed unlawful under such applicable law, such interest shall be applied to the Loan (whether of not due and payable), and not to the payment of interest, or refunded to Maker if such Loan has been paid in full_ Neither Maker nor any guarantor or endorser shall have any action against Holder for any damages whatsoever arising out of the payment or collection of any such Excess Interest. 3. PAYMENTS A. Interest Only Payments_ Maker shall make interest only payments each and every month beginning October 1, 2006, and on the first day of each month thereafter, The interest payments due under the Loan will be timely paid, out of the Lender's interest reserve for the Loan, to the extent funds are available for each payment B Place of Payments All payments shall be made to Holder at 10500 N.E. 8th Street, #1825, Bellevue, WA 98004, or such other place as Holder may designate. The indebtedness hereby evidenced may be prepaid, in whole or in part, at any time without penalty. SPRINGBOARD HOLDINGS,L L C Promissory Note(CrG) (R\Ct IrNTS�16340\S403686 DOC)vS Page 1 of 6 COPY C Late Charges_ If Holder has not received the full amount of any monthly interest or scheduled payment, Maker shall promptly pay a late charge to the Holder in the amount of ten percent (10%) of the overdue payment inclusive of principal and accrued interest. Maker agrees this late charge is to compensate the Holder for damages the Holder will suffer in servicing the loan including extra expenses involved in handling delinquent payments. Maker agrees that the actual damages suffered will be extremely difficult and impractical to ascertain and the sum of ten percent (10%)of the overdue payment is fair and reasonable. 4. SECURITY This Note is secured by: (a) a Deed of Trust, Security Agreement, Assignment of Leases and Rents, and Fixture Filing; and a UCC Financing Statement of even date, encumbering certain real property in King County, Washington, as more fully described therein; and (b) a Deed of Trust encumbering certain real property in King County, Washington, as more fully described therein, along with related documents (collectively the "Loan Documents") 5. MATURITY DATE. The unpaid principal advances made by Holder under this Note and any accrued interest thereon shall be due and payable in full ten (10) months from September 18, 2006 unless accelerated as provided to this Note or the Loan documents (the "Maturity Date"), Maker understands and agrees to pay a penalty of ten percent (10%) of the principal and interest amount owing if Maker fails to pay all sums due under this Note on the Maturity Date. Additionally, Default Interest will be charged in accordance with Section 6 B 3 below 6. MAKER'S FAILURE TO PAY/PERFORM AS REQUIRED. A. Events of Default. Any one of the following occurrences shall constitute an "Event of Default"under this Note: I The failure by Maker to timely make any payment due under this Note in accordance with the terms of this Note; or 2_ The failure to comply with any non-monetary provision in this Note, or 3. A default occurs in the performance of any other condition or term of the Loan Documents by Maker or Guarantor, or 4. Maker defaults under the senior Deed of Trust, in favor of the City of Kent, encumbering the same property securing this Note. B Remedies Upon the occurrence of any event of default under this Note or Loan Documents- SPRINGBOARD IIOLDINGS,L L C Promissory Noce(CFG) {R 1CLIENTSU6340\S403686 DOCI v5 Page 2 of 6 ♦ t I The entire unpaid principal balance, advances, any unpaid interest, and any other amounts owing under this Note shall, at the option of the Holder and without notice or demand to Maker, immediately become due and payable; and 2. The Holder shall have and may exercise any and all rights and remedies available at law or in equity The remedies of the Holder, as provided in this Note and in the Loan Documents, shall be cumulative and concurrent, and may be pursued singularly, successively or together, at the sole discretion of the Holder, and may be exercised as often as occasion therefore shall arise, and 3. After failure to make payment on the date payment is due, monthly, balloon,or otherwise or any other default under this Note or Loan Documents securing this Note, this Note inclusive of principal, accrued interest, late charges, and exit fees shall bear interest at the rate of thirty six percent (36%), or the maximum rate allowed by law if less, commencing from the due date of the payment or the date of default in performance if other than the failure to pay money C. No Waiver by Note Holder. No act of omission or commission of the Holder, including specifically any failure to exercise any right, remedy or recourse shall be deemed to be a waiver or release of any right, remedy, or recourse by Holder A waiver or release with reference to any one event shall not be construed as continuing, as a bar to, or as a waiver or release of, any subsequent right, remedy, or recourse as to any subsequent event. 7. NOTICES. Unless otherwise required by law, all notices under this Note shall be in writing and shall be deemed delivered upon personal delivery to the authorized representatives) of either Maker or Holder or upon mailing either by certified mail, return receipt requested, postage prepaid, or first class mail. Notices shall be addressed to the Maker or Holder at the following address or at such other addresses as may be designated by written notice given hereunder: Maker, Holder: SPRINGBOARD HOLDINGS,L.L_C. Centurion Financial Group, LLC 2018 — 156"'Avenue N.E Attn Eric deGooyer Bellevue, WA 98007 10500 N E 8°i Street, 41825 Attn Ben Errez Bellevue, WA 98004 With cony to: Lasher Holzapfel Sperry &Ebberson, PLLC 601 Union Street,#2600 Seattle, WA 98101-4000 Attn Eugene W Wong SPRINGBOARD HOLDINGS,L L C Promissory Note(CFG) (R\CLILNTS\16340)S-103685 DOC)v5 Page 3 of 6 M a. GOVERNING LAW AND SL-VER_ABILITY. This Note is made pursuant to, and shall be construed and governed by the laws of the State of Washington Venue for any action shall lie in King County without giving effect to conflicts of laws principles If any provision of this Note or of the Loan Documents is construed or interpreted by a court of competent jurisdiction to be void, invalid, or unenforceable, such decision shall not affect the remaining provisions of this Note or the Loan Documents 9. TIME IS OF THE ESSENCE-. Time is of the essence of this Note. 10. ASSIGNMENT Holder may assign all or a portion of its rights, title and interest in this Note to any person, firm, corporation, or other entity without the consent of the Maker. Maker may not assign any of its right,title, or interest in this Note 11. WAIVERS. The Maker for itself and for its successors and assigns, if consented to by Holder, and all guarantors, endorsers. and sureties, hereby waives all valuation and appraisement privileges, presentment and demand for payment, protest, notice of protest and nonpayment, dishonor and notice of dishonor, bringing of suit, lack of diligence or delays in collection or enforcement of this Note and notice of the intention to accelerate, the release of any party liable, the release of any security for the debt, the taking of any additional security and any other forbearance and further agree that this Note and any or all payments coming due hereunder may be extended or renewed from time to time without in any way affecting or diminishing their liability under this Note 12. HEADINGS. The subject headings of the paragraphs of this Note are included for purposes of converrience only, and shall not affect the construction or interpretation of any of the provisions of this Note. 13. ATTORNEYS' FEES AND COSTS Maker promises to pay all costs, expenses, and attorneys' fees incurred by Holder in the exercise of any remedy (with or without litigation) under this Note or any of the Loan Documents, in any proceeding for the collection of the debt evidenced by this Note (including in house document preparation fees), in any trustee's sale or foreclosure of membership interests or the realization upon any other security securing this Note, in protecting or sustaining the lien or priority of the Loan Documents, or said other security, or in any litigation or controversy arising from or connected with this Note or other security for this Note. Said proceedings include, without limitation, any probate, bankruptcy, receivership, injunction, arbitration, mediation or other proceeding, or any appeal from of petition for review of any of the foregoing, in which event the prevailing party shall be entitled to all costs, expenses, and attorneys' fees against the other party Maker shall also pay all of Holder's costs and attorneys' fees incurred in connection with any demand, work-out, settlement, compromise, or other activity in which the Holder engages to collect any portion of this debt not paid when due or as a result of any Event of Default of Maker If a judgment is obtained thereon which includes an award of attorneys' fees, such attorneys' fees, costs, and expenses shall be in such amount as the court shall deem reasonable, which judgment shall bear interest at the Default Rate from the date it is rendered to and including the date of payment to Holder. "Costs and SPRINGBOARD HOLDINGS,L L C Promissory Notc(CFG) (R 1CuE14TSU6340\S403686 DOC)v5 Page 4 of 6 expenses" shall include, but are not limited to appraisal fees, inspection fees, and costs of a title report. 14. REPRESENTATIONS/WARRANTY. The undersigned hereby represents and warrants to the holder hereof as follows: a That Springboard Holdings, L.L.C. is a limited liability company duly organized and existing pursuant to the laws of the State of Washington, has paid all fees last due said state and is in good standing therewith, and that the party signing this Note and all other documents associated with the loan evidenced hereby has good and sufficient authority to bind said company; b. That the proceeds of this Note will be used exclusively for commercial and business purposes only, C. That this transaction has been negotiated and consummated in the State of Washington; d. That all documents executed and delivered in connection with this transaction have been executed and delivered in the State of Washington; e That the laws of the State of Washington shall govern the validity and construction of this Note; and f. That the interest rate contracted for includes the interest rate set forth herein plus any other charges or fees set forth herein and costs and expenses incident to this transaction paid by Maker to the extent the same are deemed interest under applicable law. 15. ENTIRE AGREEMENT The Loan Documents contain the entire agreement of the parties with respect to the Loan No prior agreement, statement, or promise written or oral made by any party to this Note that is not contained herein shall be binding or valid WAIVER OF JURY TRIAL. THE MAILER HEREBY KNOWINGLY, VOLUNTARILY, AND INTELLIGENTLY WAIVES ANY AND ALL RIGHTS THAT EACH TO THIS NOTE MAY NOW OR HEREAFTER HAVE UNDER THE LAWS OF THE UNITED STATES OF AMERICA OR THE STATE OF WASHINGTON, TO A TRIAL BY JURY OF ANY AND ALL ISSUES ARISING DIRECTLY OR INDIRECTLY IN ANY ACTION OR PROCEEDING RELATING TO THIS NOTE, THE LOAN DOCUMENTS, OR ANY TRANSACTIONS CONTEMPLATED THEREBY MAKER UNDERSTANDS THAT THIS WAIVER IS A WAIVER OF A CONSTITUTIONAL SAFEGUARD, AND EACH PARTY INDIVIDUALLY BELIEVES THAT THERE ARE SUFFICIENT ALTERNATE PROCEDURAL AND SUBSTANTIVE SAFEGUARDS, SPRINGBOARD HOLDINGS,L L C Promissory Note(Cr•G) (R\CLIENTS\16340\S403686 DOC)v5 Page 5 of 6 INCLUDING A TRIAL BY AN IMPARTIAL JUDGE, THAT ADEQUATELY OFFSET THE WAIVER CONTAINED HEREIN. UNDER WASHINGTON LAW, ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT, OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE. IN WITNESS WHEREOF, the undersigned has executed this document. MAKER SPRINGBOARD HOLDINGS, L.L.C. a Washington limited liability company (bzx By Ben Eirez Its' President I SPRINGBOARD HOLDINGS L L C Pmmissary Note(CrG) )R\C1 1eNTs\16340\S463686 DOC)v5 Page 6 of 6 .ate'