Promissory Note - Habib American Bank and Quantum Marketing Inc.
PROMISSORY NOTE SECURED BY DEED OF TRUST
Los Angeles, California
June, 1999
In consideration of a loan from HABIB AMERICAN BANK (hereinafter "Lender")
the undersigned (hereinafter "Borrower"), Borrower hereby promises to pay to the
order of Lender at its office in Los Angeles, California, or at any other place
that may be designated in writing by Lender, in lawful money of the United
States of America, the sum of five hundred sixty thousand dollars ($560,000.00),
plus any and all interest thereon as stated herein. The unpaid balance of the
loan will bear interest at the rate of the National Prime Rate, which at the
time of execution of this Promissory Note is 7.75% per annum, and which is based
on the Prime Rate published in the Wall Street Journal, plus 1.25%, not to
exceed 10% during the first five years of the loan, calculated on the basis of a
360 day year and the number of days elapsed.
Principal and interest shall be paid monthly and due monthly commencing
thirty days from the date of this Note. The amount of the payments shall be
determined by a ten-year amortization of the original amount of the loan. The
first such payment shall be in the amount of $7,093.84. All remaining principal
and any accrued unpaid interest shall be due on June 10, 2004 ("Maturity Date").
This Note is secured by the Deed of Trust, Security Agreement, and Fixture
Filing, with Assignment of Rents and Agreements of the same date as this Note,
executed by Borrower, as trustor, in favor of Lender, as beneficiary ("Deed of
Trust"), and encumbering the real property described in the Deed of Trust
("Property"). The holder of this Note will be entitled to the benefits of the
security provided by the Deed of Trust and will have the right to enforce the
covenants and agreements of Borrower contained in the Deed of Trust.
From and after the Maturity Date, or an earlier date on which all sums
owing under this Note become due by acceleration or otherwise, all sums owing
under this Note will bear interest until paid in full at a rate equal to three
percent (3%) per annum in excess of the National Prime Rate specified above
("Default Rate").
All payments on this Note will be applied first to the payment of any
costs, fees, late charges, or other charges incurred in connection with the
indebtedness evidenced by this Note; next, to the payment of accrued interest;
then to the reduction of the principal balance; or in any other order that
Lender requires.
If:
(a) Borrower fails to pay when due any sums payable under this Note;
(b) an uncured Event of Default (defined in the Deed of Trust) occurs;
or
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(c) any other event or condition occurs that, under the terms of the
Deed of Trust, gives rise to a right of acceleration of sums owing under this
Note,
then Lender, at its sole option, will have the right to declare all sums owing
under the Note immediately due. However, if any document related to this Note
provides for the automatic acceleration of payment of sums owing under this
Note, all sums owing will be automatically due in accordance with the terms of
that document.
Borrower will have the right to pay, without penalty or premium, on any
monthly payment date, all or any portion of the outstanding principal amount of
this Note prior to the Maturity Date. Lender will apply all prepayments first to
the payment of any costs, fees, late charges, or other charges incurred in
connection with the indebtedness evidenced by this Note; next, to the payment of
accrued interest; then to the outstanding principal amount of this Note in
inverse order of maturity, or, at the option of Lender, in the regular order of
maturity; or in any other order that Lender requires.
Borrower will pay to Lender all sums owing under this Note without
deduction, offset, or counterclaim of any kind, provided however that Borrower
does not waive the right to assert any counterclaim byway of a judicial action.
The relationship of Borrower and Lender under this Note is solely that of
borrower and lender, and the loan evidenced by this Note and secured by the Deed
of Trust will in no manner make Lender the partner or joint venturer of
Borrower.
If any attorney is engaged by Lender to enforce or construe any provision
of this Note, the Deed of Trust, or the other Loan Documents (defined in the
Deed of Trust) or as a consequence of any uncured Event of Default, with or
without the filing of any legal action or proceeding, then Borrower will
immediately pay to Lender on demand all reasonable attorney fees and other costs
incurred by Lender, together with interest from the date of the demand until
paid at the Default Rate.
No previous waiver or failure or delay by Lender in acting with respect to
the terms of this Note, the Deed of Trust, or the other Loan Documents will
constitute a waiver of any breach, default, or failure of condition under this
Note, the Deed of Trust, or the other Loan Documents. A waiver of any term of
this Note, the Deed of Trust, or the other Loan Documents must be made in
writing and will be limited to the express written terms of the waiver. If there
are any inconsistencies between the terms of this Note and the terms of any of
the other Loan Documents, the terms of this Note will prevail.
All notice required or permitted in connection with this Note will be in
writing and will be given at the place and in the manner provided in the Deed of
Trust for the giving of notices.
The persons executing this instrument represent and confirm that this loan
and the related Deed of Trust are duly authorized by Borrower. Borrower waives
presentment; demand; notice of dishonor; notice of default or delinquency;
notice of acceleration; notice of protest and nonpayment; notice of costs,
expenses, or losses and interest; notice of interest on interest and late
charges; and diligence in taking any action to collect any sums owing under this
Note or in
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proceeding against any of the rights or interests to properties securing payment
of this Note. Time is of the essence with respect to every provision of this
Note. This Note will be construed and enforced in accordance with California
law, except to the extent that Federal laws pre-empt state law, and all persons
and entities in any manner obligated under this Note consent to the jurisdiction
of any Federal or State Court within California having proper venue and also
consent to service of process by any means authorized by California or Federal
law.
Quantum Marketing, Inc., a Nevada corporation
By /s/ [illegible]
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