UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 1-U
CURRENT REPORT PURSUANT TO REGULATION A
Date of Report(Date of earliest event reported): August 25, 2023
Landa App LLC
(Exact name of issuer as specified in its charter)
| Delaware |
|
92-2028006 |
(State or other jurisdiction of
incorporation or organization) |
|
(I.R.S. Employer
Identification No.) |
20 W. 22nd Street
Suite 1411
New York, NY 10010
(Address of principal executive offices)
646-905-0931
(Issuer’s telephone number, including area
code)
| Membership
Interests: |
| |
| Landa App LLC - 1000 Fox Valley Trail Stone Mountain GA LLC |
|
Landa App LLC - 1007 Leeward Way Jonesboro GA LLC |
| Landa App LLC - 10119 Commons Way Jonesboro GA LLC |
|
Landa App LLC - 10121 Morris Drive SW Covington GA LLC |
| Landa App LLC - 10183 Starr Street SW Covington GA LLC |
|
Landa App LLC - 103 Starlake Drive Jackson GA LLC |
| Landa App LLC - 10433 Candlelight Road Jonesboro GA LLC |
|
Landa App LLC - 104 Summerfield Drive Mcdonough GA LLC |
| Landa App LLC - 105 Anne Street Hampton GA LLC |
|
Landa App LLC - 107 Oakwood Circle Griffin GA LLC |
| Landa App LLC - 109 Amberwood Lane Griffin GA LLC |
|
Landa App LLC - 10 Oak Wood Lane Covington GA LLC |
| Landa App LLC - 10 Windridge Drive Covington GA LLC |
|
Landa App LLC - 110 Shenandoah Drive Covington GA LLC |
| Landa App LLC - 1110 Parkview Drive Griffin GA LLC |
|
Landa App LLC - 11187 Shannon Circle Hampton GA LLC |
| Landa App LLC - 111 Fir Drive Mcdonough GA LLC |
|
Landa App LLC - 112 Ridge Street Locust Grove GA LLC |
| Landa App LLC - 11322 Michelle Way Hampton GA LLC |
|
Landa App LLC - 11447 S Grove Drive Hampton GA LLC |
| Landa App LLC - 1147 Village Way Stone Mountain GA LLC |
|
Landa App LLC - 114 Starlake Drive Jackson GA LLC |
| Landa App LLC - 115 Lakeview Drive Stockbridge GA LLC |
|
Landa App LLC - 1160 Gable Terrace Jonesboro GA LLC |
| Landa App LLC - 1190 Kirkland Road Covington GA LLC |
|
Landa App LLC - 1201 Kilrush Drive Mableton GA LLC |
| Landa App LLC - 120 Rosewood Drive Mcdonough GA LLC |
|
Landa App LLC - 124 Libby Lane Jonesboro GA LLC |
| Landa App LLC - 12641 Alcovy Road Covington GA LLC |
|
Landa App LLC - 126 E Mimosa Drive Jonesboro GA LLC |
| Landa App LLC - 12 Mintz Street Griffin GA LLC |
|
Landa App LLC - 1320 Winona Avenue Griffin GA LLC |
| Landa App LLC - 133 Dove Landing Social Circle GA LLC |
|
Landa App LLC - 137 Southern Shores Road Jackson GA LLC |
| Landa App LLC - 138 Sandalwood Circle Lawrenceville GA LLC |
|
Landa App LLC - 140 High Ridge Road Covington GA LLC |
| Landa App LLC - 141 Longstreet Circle Oxford GA LLC |
|
Landa App LLC - 1443 Pebble Ridge Lane Hampton GA LLC |
| Landa App LLC - 146 Crystal Brook Griffin GA LLC |
|
Landa App LLC - 1473 Brownleaf Drive Jonesboro GA LLC |
| Landa App LLC - 1485 Bola Court Jonesboro GA LLC |
|
Landa App LLC - 1490 Diplomat Drive Riverdale GA LLC |
| Landa App LLC - 153 Cliffside Court Riverdale GA LLC |
|
Landa App LLC - 157 Wells Road Jenkinsburg GA LLC |
| Landa App LLC - 160 Chimney Ridge Trail Stockbridge GA LLC |
|
Landa App LLC - 164 Longstreet Circle Oxford GA LLC |
| Landa App LLC - 1666 W Poplar Street Griffin GA LLC |
|
Landa App LLC - 1683 Spoonbill Road Hampton GA LLC |
| Landa App LLC - 1689 Viceroy Way Riverdale GA LLC |
|
Landa App LLC - 171 Davidson Drive Griffin GA LLC |
| Landa App LLC - 1768 Glen View Way Hampton GA LLC |
|
Landa App LLC - 181 Watercress Court Stockbridge GA LLC |
| Landa App LLC - 188 Timberline Road Jackson GA LLC |
|
Landa App LLC - 189 Shenandoah Drive Riverdale GA LLC |
| Landa App LLC - 1903 Old Concord Drive SE Covington GA LLC |
|
Landa App LLC - 195 Branchwood Drive Covington GA LLC |
| Landa App LLC - 195 Fairclift Drive Covington GA LLC |
|
Landa App LLC - 195 Hunters Trace Covington GA LLC |
| Landa App LLC - 196 Montego Circle Riverdale GA LLC |
|
Landa App LLC - 204 N Main Court Stockbridge GA LLC |
| Landa App LLC - 2055 Grove Way Hampton GA LLC |
|
Landa App LLC - 20 Chimney Smoke Drive Stockbridge GA LLC |
| Landa App LLC - 212 Fleeta Drive Covington GA LLC |
|
Landa App LLC - 215 Central Lake Circle Griffin GA LLC |
| Landa App LLC - 2177 East Chester Circle Southeast Conyers GA LLC |
|
Landa App LLC - 217 Glenloch Court Stockbridge GA LLC |
| Landa App LLC - 221 Lakeview Drive Stockbridge GA LLC |
|
Landa App LLC - 2264 Chestnut Hill Circle Decatur GA LLC |
| Landa App LLC - 235 Lazy Hollow Lane Covington GA LLC |
|
Landa App LLC - 2425 Cornell Circle Mcdonough GA LLC |
| Landa App LLC - 2443 Hodges Farm Road Mansfield GA LLC |
|
Landa App LLC - 253 Marco Drive Social Circle GA LLC |
| Landa App LLC - 255 Countryside Lane Covington GA LLC |
|
Landa App LLC - 258 Rocky Point Road Covington GA LLC |
| Landa App LLC - 25 Pleasant Valley Road Mcdonough GA LLC |
|
Landa App LLC - 263 Rocky Point Road Covington GA LLC |
| Landa App LLC - 270 Mountain Lane Covington GA LLC |
|
Landa App LLC - 270 Mountain Way Covington GA LLC |
| Landa App LLC - 270 Pleasant Hills Drive Covington GA LLC |
|
Landa App LLC - 2794 Norfair Loop Lithonia GA LLC |
| Landa App LLC - 2813 Vicksburg Court Decatur GA LLC |
|
Landa App LLC - 2933 Coffer Drive Ellenwood GA LLC |
| Landa App LLC - 3011 Raintree Drive SE Conyers GA LLC |
|
Landa App LLC - 3043 Highway 81 S Covington GA LLC |
| Landa App LLC - 304 Deerfield Drive Jonesboro GA LLC |
|
Landa App LLC - 30 High Ridge Road Covington GA LLC |
| Landa App LLC - 30 Roosevelt Road Covington GA LLC |
|
Landa App LLC - 313 Blue Heron Drive Jonesboro GA LLC |
| Landa App LLC - 3202 Chippewa Drive Rex GA LLC |
|
Landa App LLC - 350 Cadiz Lane S College Park GA LLC |
| Landa App LLC - 351 Wesley Park Drive Jonesboro GA LLC |
|
Landa App LLC - 35 Clay Court Covington GA LLC |
| Landa App LLC - 3603 Manhattan Drive Decatur GA LLC |
|
Landa App LLC - 3667 Patti Parkway Decatur GA LLC |
| Landa App LLC - 404 Barberry Lane Stockbridge GA LLC |
|
Landa App LLC - 412 Kendall Lane Mcdonough GA LLC |
| Landa App LLC - 416 Autumn Lake Court Mcdonough GA LLC |
|
Landa App LLC - 432 Manor Estates Drive Stockbridge GA LLC |
| Landa App LLC - 43 Darwin Drive Jonesboro GA LLC |
|
Landa App LLC - 440 Freestone Drive Newnan GA LLC |
| Landa App LLC - 4447 Lake Breeze Drive Stone Mountain GA LLC |
|
Landa App LLC - 445 Independence Drive Jonesboro GA LLC |
| Landa App LLC - 449 Kara Lane Mcdonough GA LLC |
|
Landa App LLC - 45 Blue Jay Drive Covington GA LLC |
| Landa App LLC - 45 Laurel Way Covington GA LLC |
|
Landa App LLC - 4702 Saint James Way Decatur GA LLC |
| Landa App LLC - 4732 Pinedale Drive Forest Park GA LLC |
|
Landa App LLC - 497 Georgia Highway 212 Covington GA LLC |
| Landa App LLC - 5039 East Street Forest Park GA LLC |
|
Landa App LLC - 5040 Huntshire Lane Lilburn GA LLC |
| Landa App LLC - 513 Jarrett Court Mcdonough GA LLC |
|
Landa App LLC - 5143 Pinecrest Drive SW Covington GA LLC |
| Landa App LLC - 524 Sawmill Road Hampton GA LLC |
|
Landa App LLC - 5329 Shirewick Lane Lithonia GA LLC |
| Landa App LLC - 540 Cowan Road Covington GA LLC |
|
Landa App LLC - 5411 Rocky Pine Drive Lithonia GA LLC |
| Landa App LLC - 550 Cowan Road Covington GA LLC |
|
Landa App LLC - 5581 Fox Glen Circle Lithonia GA LLC |
| Landa App LLC - 55 Myrtle Grove Lane Covington GA LLC |
|
Landa App LLC - 565 Mountainview Drive Covington GA LLC |
| Landa App LLC - 5737 Strathmoor Manor Circle Lithonia GA LLC |
|
Landa App LLC - 5801 Strathmoor Manor Circle Lithonia GA LLC |
| Landa App LLC - 6104 Oakwood Circle SW Covington GA LLC |
|
Landa App LLC - 6107 Shadow Glen Court Covington GA LLC |
| Landa App LLC - 6113 Pine Glen Circle SW Covington GA LLC |
|
Landa App LLC - 6119 Pineneedle Drive SW Covington GA LLC |
| Landa App LLC - 615 Barshay Drive Covington GA LLC |
|
Landa App LLC - 6168 Wheat Street NE Covington GA LLC |
| Landa App LLC - 6178 Green Acres Drive SW Covington GA LLC |
|
Landa App LLC - 6386 Forester Way Lithonia GA LLC |
| Landa App LLC - 6404 Walnut Way Union City GA LLC |
|
Landa App LLC - 643 Sycamore Drive Jonesboro GA LLC |
| Landa App LLC - 653 Georgetown Lane Jonesboro GA LLC |
|
Landa App LLC - 65 Freedom Court Covington GA LLC |
| Landa App LLC - 6635 Kimberly Mill Road College Park GA LLC |
|
Landa App LLC - 6653 Bedford Road Rex GA LLC |
| Landa App LLC - 6710 Sunset Hills Boulevard Rex GA LLC |
|
Landa App LLC - 6762 Bent Creek Drive Rex GA LLC |
| Landa App LLC - 683 Wood Path Court Stone Mountain GA LLC |
|
Landa App LLC - 709 Georgetown Court Jonesboro GA LLC |
| Landa App LLC - 70 Shenandoah Lane Covington GA LLC |
|
Landa App LLC - 7107 Geiger Street NW Covington GA LLC |
| Landa App LLC - 7205 Lakeview Drive SW Covington GA LLC |
|
Landa App LLC - 750 Georgetown Court Jonesboro GA LLC |
| Landa App LLC - 752 Chestnut Drive Jackson GA LLC |
|
Landa App LLC - 7781 Mountain Creek Way Douglasville GA LLC |
| Landa App LLC - 7950 Woodlake Drive Riverdale GA LLC |
|
Landa App LLC - 800 Mills Drive Covington GA LLC |
| Landa App LLC - 808 Hillandale Lane Lithonia GA LLC |
|
Landa App LLC - 80 High Ridge Road Covington GA LLC |
| Landa App LLC - 8110 Devonshire Drive Jonesboro GA LLC |
|
Landa App LLC - 8121 Spillers Drive SW Covington GA LLC |
| Landa App LLC - 8233 Creekline Court Riverdale GA LLC |
|
Landa App LLC - 8302 Sterling Lakes Drive Covington GA LLC |
| Landa App LLC - 85 Kirkland Court Covington GA LLC |
|
Landa App LLC - 85 Thorn Thicket Way Rockmart GA LLC |
| Landa App LLC - 8819 Leafwood Court Riverdale GA LLC |
|
Landa App LLC - 8855 Rugby Court Jonesboro GA LLC |
| Landa App LLC - 9020 Sterling Ridge Lane Jonesboro GA LLC |
|
Landa App LLC - 9150 Spillers Drive SW Covington GA LLC |
| Landa App LLC - 925 Mote Road Covington GA LLC |
|
Landa App LLC - 9409 Forest Knoll Drive Jonesboro GA LLC |
| Landa App LLC - 9434 Cedar Creek Place Douglasville GA LLC |
|
Landa App LLC - 9597 Pintail Trail Jonesboro GA LLC |
| Landa App LLC - 974 Laurel Street Lake City GA LLC |
|
Landa App LLC - 10167 Port Royal Court Jonesboro GA LLC |
| Landa App LLC - 1246 Elgin Way Riverdale GA LLC |
|
Landa App LLC - 1394 Oakview Circle Forest Park GA LLC |
| Landa App LLC - 1445 Maple Valley Court Union City GA LLC |
|
Landa App LLC - 168 Brookview Drive Riverdale GA LLC |
| Landa App LLC - 1701 Summerwoods Lane Griffin GA LLC |
|
Landa App LLC - 1703 Summerwoods Lane Griffin GA LLC |
| Landa App LLC - 1712 Summerwoods Lane Griffin GA LLC |
|
Landa App LLC - 1741 Park Lane Griffin GA LLC |
| Landa App LLC - 1743 Summerwoods Lane Griffin GA LLC |
|
Landa App LLC - 1750 Summerwoods Lane Griffin GA LLC |
| Landa App LLC - 1910 Grove Way Hampton GA LLC |
|
Landa App LLC - 268 Brookview Drive Riverdale GA LLC |
| Landa App LLC - 4267 High Park Lane East Point GA LLC |
|
Landa App LLC - 4474 Highwood Park Drive East Point GA LLC |
| Landa App LLC - 593 Country Lane Drive Jonesboro GA LLC |
|
Landa App LLC - 6436 Stone Terrace Morrow GA LLC |
| Landa App LLC - 6440 Woodstone Terrace Morrow GA LLC |
|
Landa App LLC - 6848 Sandy Creek Drive Riverdale GA LLC |
| Landa App LLC - 687 Utoy Court Jonesboro GA LLC |
|
Landa App LLC - 729 Winter Lane Jonesboro GA LLC |
| Landa App LLC - 7349 Exeter Court Riverdale GA LLC |
|
Landa App LLC - 773 Villa Way Jonesboro GA LLC |
| Landa App LLC - 843 Tramore Drive Stockbridge GA LLC |
|
Landa App LLC - 8569 Creekwood Way Jonesboro GA LLC |
| Landa App LLC - 8641 Ashley Way Douglasville GA LLC |
|
Landa App LLC - 8645 Embrey Drive Jonesboro GA LLC |
| Landa App LLC - 8651 Ashley Way Douglasville GA LLC |
|
Landa App LLC - 8652 Ashley Way Douglasville GA LLC |
| Landa App LLC - 8653 Ashley Way Douglasville GA LLC |
|
Landa App LLC - 8654 Ashley Way Douglasville GA LLC |
| Landa App LLC - 8655 Ashley Way Douglasville GA LLC |
|
Landa App LLC - 8658 Ashley Way Douglasville GA LLC |
| Landa App LLC - 8659 Ashley Way Douglasville GA LLC |
|
Landa App LLC - 8662 Ashley Way Douglasville GA LLC |
| Landa App LLC - 8667 Ashley Way Douglasville GA LLC |
|
Landa App LLC - 8668 Ashley Way Douglasville GA LLC |
| Landa App LLC - 8670 Ashley Way Douglasville GA LLC |
|
Landa App LLC - 8671 Ashley Way Douglasville GA LLC |
| Landa App LLC - 8674 Ashley Way Douglasville GA LLC |
|
Landa App LLC - 8675 Ashley Way Douglasville GA LLC |
| Landa App LLC - 8676 Ashley Way Douglasville GA LLC |
|
Landa App LLC - 8677 Ashley Way Douglasville GA LLC |
| Landa App LLC - 8678 Ashley Way Douglasville GA LLC |
|
Landa App LLC - 8679 Ashley Way Douglasville GA LLC |
| Landa App LLC - 8683 Ashley Way Douglasville GA LLC |
|
Landa App LLC - 8691 Ashley Way Douglasville GA LLC |
| Landa App LLC - 8692 Ashley Way Douglasville GA LLC |
|
Landa App LLC - 8693 Ashley Way Douglasville GA LLC |
| Landa App LLC - 8694 Ashley Way Douglasville GA LLC |
|
Landa App LLC - 8697 Ashley Way Douglasville GA LLC |
| Landa App LLC - 8780 Churchill Place Jonesboro GA LLC |
|
Landa App LLC - 8796 Parliament Place Jonesboro GA LLC |
| Landa App LLC - 9439 Lakeview Road Union City GA LLC |
|
|
(Title of each class of securities issued pursuant
to Regulation A)
Item 1. Fundamental Changes
Refinance Note
As previously disclosed in the Company’s
latest Offering Circular, which can be found here, each Series is expected to pay down, or otherwise discharge, the outstanding
balance of its Acquisition Note with (i) the proceeds received in exchange for a commercial promissory note bearing interest at current
market rates to be issued by a third party lender (a “Refinance Lender”) after the qualification date of the offering statement
of which the Offering Circular forms a part (a “Refinance Note”), and (ii) substantially all of the net proceeds from the
Series Offering. Further, the Company filed Supplement #7 to its Offering Circular on June 26, 2023, which expressly amended the definition
of “Refinance Lender” to include a third party lender or an affiliate of the Manager, a copy of which can be found here.
In furtherance of the above, on September 1, 2023,
the Series listed below entered into a Refinance Note with Landa Financing LLC, an affiliate of the Series and its Manager, the terms
of which are listed in the table below. The Refinance Note is secured by the Property underlying the respective Series and any other assets
of the Series, and bears interest at a rate equal to Overnight SOFR + 3.5%.
| Landa Series LLC Borrower | |
Loan
Amount | | |
Interest
Rate | |
Loan Date | |
Maturity
Date |
| Landa App LLC – 773 Villa Way Jonesboro GA LLC | |
$ | 71,906.0 | | |
(1) | |
09/01/2023 | |
09/01/2025 |
| (1) |
Bears interest at Overnight SOFR + 3.5%. |
The foregoing is a summary of the terms of the
Mortgage Loan and does not purport to be a complete description of such terms. This summary is qualified in its entirety by reference
to the Mortgage Loan, a final copy of which is filed as Exhibit 6.1 hereto.
Further, on September 1, 2023, the Series listed below each entered into a Refinance Note with Kiavi
Funding, Inc., the terms of which are listed in the table below. The Refinance Notes are secured by the
Property underlying the respective Series and any other assets of the Series.
| Landa Series LLC Borrower | |
Loan
Amount | | |
Interest
Rate | |
Loan Date | |
Maturity
Date |
| Landa App LLC – 6710 Sunset Hills Boulevard Rex GA LLC | |
$ | 147,000.0 | | |
(1) | |
09/01/2023 | |
09/01/2024 |
| Landa App LLC – 2443 Hodges Farm Road Mansfield GA LLC | |
$ | 154,000.0 | | |
(1) | |
09/01/2023 | |
09/01/2024 |
| Landa App LLC – 1683 Spoonbill Board Hampton GA LLC | |
$ | 154,000.0 | | |
(1) | |
09/01/2023 | |
09/01/2024 |
| (1) |
Bears interest at 11%. |
The foregoing is a summary of the terms of each Refinance Note and does not purport to be a complete
description of such terms. This summary is qualified in its entirety by reference to the Commercial
Promissory Notes, copies of which are filed as Exhibits 6.2, 6.3 and 6.4 hereto.
Item 9. Other Events
Transfer of Title and Property Insurance Expiration
On September 1, 2023, Landa Properties LLC ("Landa Properties?) transferred title (the "Transfer") of the
following properties ("Properties") to the Series set forth in the table below. In connection with the
Transfer, Landa Properties also assigned the applicable lease agreement for the Properties to the
Series.
| Series |
|
Property |
| Landa App LLC – 773 Villa Way Jonesboro GA LLC |
|
773 Villa Way, Jonesboro, GA 30238 |
| Landa App LLC – 6710 Sunset Hills Boulevard Rex GA LLC |
|
6710 Sunset Hills Boulevard, Rex, Georgia |
| Landa App LLC – 2443 Hodges Farm Road Mansfield GA LLC |
|
2443 Hodges Farm Road Mansfield, Georgia 30055 |
| Landa App LLC – 1683 Spoonbill Board Hampton GA LLC |
|
1683 Spoonbill Road Hampton, Georgia 30238 |
Lastly, the Offering Circular states that the Manager
cannot ensure that property insurance will be adequate to cover actual losses or that such insurance will continue to be available at
reasonable costs, if at all, which could inhibit a Series’ ability to finance or refinance the underlying Property and result in
uninsured losses. In such instances, a Series may be required to provide other financial support, either through financial assurances
or self-insurance to cover potential losses. A Series may not have adequate coverage for such losses. If a Property incurs a loss that
is not fully insured, the value of the Series’ asset will be reduced by such uninsured loss, which would reduce the value of the
investment.
Accordingly, and in connection with the paragraph
above, the Manager has determined that carrying insurance for the following two Series is no longer reasonable or available at reasonable
costs, and the property insurance policy for these two Series will expire effective immediately:
| Series |
|
Property |
| Landa App LLC – 773 Villa Way Jonesboro GA LLC |
|
773 Villa Way, Jonesboro, GA 30238 |
Resignation of Board Member of the Manager
Effective August 25, 2023, Amit Assaraf resigned from the Board of the Manager, which directs the
Company's operations.
EXHIBITS
The following exhibits are filed herewith:
| Exhibit No. |
|
Description |
| 6.1 |
|
Commercial Promissory Note, by and between Landa Financing LLC and Landa App LLC – 773 Villa Way Jonesboro GA LLC
| 6.2 |
|
Commercial Promissory Note, by and between Kiavi Funding, Inc LLC and Landa App LLC – 1683 Spoonbill Board Hampton GA LLC
| 6.3 |
|
Commercial Promissory Note, by and between Kiavi Funding, Inc LLC and Landa App LLC – 2443 Hodges Farm Road Mansfield GA LLC
| 6.4 |
|
Commercial Promissory Note, by and between Kiavi Funding, Inc LLC and Landa App LLC – 6710 Sunset Hills Boulevard Rex GA LLC
|
| | |
SIGNATURE
Pursuant to the requirements of Regulation A, the
issuer has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: September 12, 2023 |
|
| |
|
| |
LANDA APP LLC |
| |
|
| |
|
|
|
| |
By: |
Landa Holdings, Inc.,
as member manager |
| |
|
| |
By: |
/s/ Yishai Cohen |
| |
Name: |
Yishai Cohen |
| |
Title: |
Chairman, Chief Executive Officer, and President |
null
PROMISSORY NOTE
SECURED BY SECURITY INSTRUMENT
(Term Loan, Interest Only Payments, Balloon Payment Due
09-01-2024 )
|
Amount:$154,000.00
|
|
Loan No. 34598911
|
|
APN: 06-127B- B-005
|
|
Date: 08-31-2023
|
|
|
|
|
San Francisco, CA
|
FOR VALUE RECEIVED, at the times hereinafter stated,
Landa APP LC - 1683 Spoonbill Road HamptonG A LLC, A Delaware Limited
Liability Company, herein called ("Borrower") promise(s) to pay to
Kiavi Funding Inc., a Delaware corporation ("Lender") or order
at the address specified below, or at such place or places as Lender may
designate in writing from time to time, the sum of:
One Hundred And Fifty Four Thousand and 00/100 U.S. Dollars
($154,000.00) which amount shall include the Initial Advance and, if
applicable, the Reserve Advance (the "Principal Amount") with interest at
the interest rate set forth below from the date here of until 09-01-2024 (the
"Maturity Date").
SECURITY: This Promissory Note (the "Note") is secured by a
FIRST priority Deed of Trust, Mortgage, or Security Deed (the "Security Instrument") including an Assignment of Rents and Fixture Filing dated of even date
herewith on property known as:
1683 SPOONBILL RD, JONESBORO, GA. 30238, USA
APN: 06-127B- B-005 (the "Property"). The term "Loan Documents"
shall have the same meaning as that term in the Security Instrument.
1. Advances. Lender will make Advances for the purposes specified not
to exceed the maximum (aggregate) sum of $154,000.00 (the "Loan")
1.1 Initial Advance. The initial disbursement of funds ("Initial Advance") shall be $154,000.00 to be used in connection with the purchase or
refinance of the Property.
1.2 Reserve Advance. The additional advance of funds ("Reserve Advance"), if any, made contemporaneously with the Initial Advance shall be into a
reserve account for the purpose of funding subsequent Borrower requests for
reimbursement of the costs of construction and/or rehabilitation of the
Property. The amount and other terms of the Reserve Advance, if any, are
provided for in the attached Schedule A.
1.3 Authorization. Lender may conclusively presume that all requests,
statements, information, certifications, and representations, whether
written or oral, submitted or made by Borrower or any of its agents to the
Lender in connection with this Note are true and correct. and the Lender
shall be entitled to rely thereon, without investigation or inquiry of any
kind by the Lender, in disbursing or releasing the Loan proceeds and taking
or refraining from taking any other action in connection with the Loan.
2. Interest Rate Payment of Principal and Interest
2.1 Interest Rate.
2.1.1 Applicable Rates. Subject to the provisions of this Section 2
below. the Initial Advance will bear interest at an annual rate of 11.000%.
The Reserve Advance. if any, will bear interest at the annual rate specified
in Schedule A from the date of the Initial Advance.
2.1.2 360-day Year. Interest for each full calendar month during the
term of this Note will be calculated on the basis of a three hundred sixty
(360) day year consisting of twelve (12) months of thirty (30) days each.
Notwithstanding the foregoing, the amount of interest due in the full or
partial calendar month at the beginning of the term of this Note will be
calculated on the basis of the actual number of days during which the
principal balance of this Note is outstanding. Borrower acknowledges and
agrees that the calculation of interest on the basis described in the
preceding sentences may result in the accrual and payment of interest in
amounts greater than those which would be payable if interest were
calculated on the basis of a three hundred sixty-five (365) day year.
2.1.3 Default Rate of Interest. From and after the earlier of either
(a) the occurrence of an Event of Default; or (b) the maturity of this Note
(whether the stated Maturity Date of this Note or the maturity date
resulting from Lender's acceleration of unpaid principal and interest)
subject to the provisions of Section 2.2.9 below, additional interest on the
unpaid principal balance of this Note (under both the Initial Advance and
the Reserve Advance) shall immediately accrue at a rate equal to
ten percent (10%) per annum. Such interest shall be in addition to
the interest specified in Sections 2.1.1 and 2.1.2 above.
2.1.4 Usury Protection Notwithstanding anything contained in this
Note to the contrary, if collection from Borrower of interest at the
foregoing interest rate would be contrary to applicable laws, then the
interest rate in effect on any day shall be the highest interest rate which
may be collected from Borrower under applicable laws on such day. If, under
any circumstances, Lender shall ever receive as interest an amount that
exceeds the highest lawful rate, the amount that would be excessive interest
shall be applied to reduce the unpaid principal balance under this Note and
not to pay interest, or, if such excessive interest exceeds the unpaid
principal balance under this Note, such excess shall be refunded to
Borrower.
2.1.5 Interest Comencement. Interest on the Initial Advance shall
commence on the date Loan proceeds are initially deposited into an escrow
for the benefit of Borrower and regardless of the date they are subsequently
disbursed therefrom, provided that the period for which interest accrues
prior to release of funds from escrowdoes not exceed one (1) day.
Interest on any Reserve Advance shall commence on the date the funds are set
aside for the benefit of Borrower notwithstanding the date released to, or
for, Borrower.
2.2 Payments.
2.2.1 Periodic Payment Date. Unless sooner accelerated, payments due
under the Note until the Maturity Date shall be made on the first (1st)
calendarday of each month (each a "Payment Date") commencing on 10-01-2023
2.2.2 Maturity Date. Unless sooner accelerated, the entire unpaid
principal balance of this Note plus all accrued and unpaid interest thereon
plus all other obligations owed under this Note shall be due and payable on
the Maturity Date.
2.2.3 Interest Only Payments. From the interest commencement dates
set forth in Section 2.1.5 above, payments shall be made on each Payment
Date of all accrued interest due and owing as of such Payment Date, which is
currently calculated to be in the sum of $1,411.67 based on the
maximum aggregate amount of the Initial Advance and any Reserve Advance. if
Borrower prepays part of the outstanding principal balance ofthis Note, or
if the outstanding principal balance ofthis Note is reduced by application
of any Reserve Advance surplus (as provided in Schedule Aof this Note, if
applicable) or for any other reason, Borrower's periodic Interest Pavments
shall be changed accordingly.
2.2.4
Balloon Payment. BORROWER ACKNOWLEDGES AND AGREES THAT (1) THE
LOAN EVIDENCED BY THIS NOTE IS NOT AN AMORTIZING LOAN: AND(2)THE ENTIRE
PRINCIPAL AMOUNTO F THIS NOTE SHALL BE DUE AND PAYABLE ON THE MATURITY
DATE OF THIS NOTE.
2.2.5 Prepayment. Borrower may prepay at any time all or part of the
outstanding principal balance of this Note without a prepayment fee. If the
loan calls for principal payments in installments, all prepayments of
principal shall be applied on the most remote principal installment or
installments then unpaid
2.2.6 Payment Application. All payments under this Note shall be
credited first to charges, fees, costs, and expenses payable by Borrower
("Borrower Fees") under this Note, or in connection with the obligations
evidenced by this Note, second to accrued interest then due, thereafter to
unpaid principal. For any particular Payment Date, the Lender retains the
option to postpone the crediting of payments to Borrower Fees, if and only
if the Borrower's payment on such Payment Date, after deducting Borrower
Fees, would otherwise be insufficient to pay the accrued interest and unpaid
principal due on such Payment Date. If any payment of interest is not made
when due, at the option of Lender, such interest payment shall bear interest
at the same rate as principal from and after the due date of the interest
payment. all payments due under this Note shall be made as provided in
Section 2.2.10 below. The receipt of any check or other physical item of
payment (a "Payment Item ") by Lender, at its option, either (a)
shall be rejected and not considered a payment or (b) shall not be
considered a payment until such Payment Item is honored when presented for
pavment at the drawee bank or institution, and Lender, at its option, may
delay the credit of such payment until such Payment Item is so honored. Upon
the occurrence of any Event of Default, the Lender, at its option, shail
have the right to apply all payments made under this Note to principal,
interest, and other charges, fees, costs and expenses payable by Borrower
under this Note or in connection with the Loan in such order and amounts as
the Lender may determine in its sole and absolute discretion.
2.2.7 Initial Loan Fee. Concurrently with or prior to the execution
of this Note, Borrower shall pay to the Lender an origination fee ("Loan Fee"), as set forth in a final settlement statement or closing disclosure
delivered to Borrower. The entire Loan Fee shall be deemed to be fully
earned by the Lender as of the interest commencement dates set forth in
Section 2.1.5, and no part of the Loan Fee shall be refundable to Borrower,
whether or not the principal balance of the Loan is prepaid prior to the
Maturity Date subject to the provisions of Exhibit B (if applicable),
attached hereto and incorporated herein.
2.2.8 Late Charge. Borrower shall immediately pay a late charge equal
to 5.0% of such installment of interest and/or principal toLender to
compensate Lender for administrative costs and expenses incurred in
connection with such late payment ifany installment of interest and/or
principal under this Note is not paid within fifteen (15) days from
the date on which it is due. Borrower agrees that the actual damages
suffered by Lender because of any late installment payment are extremely
difficult and impracticable to ascertain, and the late charge described in
this Section represents a reasonable attempt to fix such damages under the
circumstances existing at the time this Note is executed. Lender's
acceptance of any late charge shall not constitute a waiver of any of the
terms of this Note and shall not affect Lender's right to enforce any of its
rights and remedies against any Person liable for payment of this Note.
2.2.9 Extension Fee. If Borrower should not pay all obligations
outstanding on this Note upon the scheduled Maturity Date, Borrower hereby
authorizes Lender, at its sole discretion, to grant extensions ofthe term of
this Note beyond such scheduled Maturity Date for up to six (6) months each.
(a) If any such extension is granted, (i) Interest will continue to accrue
as specified in this Note; (i) the payments specified in this Note shall be
due and owing; (ii) Borrower shall continue to make the payments ofInterest
(and Principal if applicable) on the Periodic Payment Date as provided
herein until the extended Maturity Date; and (iv) the term "Maturity Date"
in this Agreement will be deemed to mean the originally scheduled Maturity
Date, plus the cumulative length of any extensions granted pursuant to this
section.
(b) As consideration for extending the maturity, Borrower hereby authorizes
a charge equal to a maximum of one percent (1.00%) of the current
principal loan balance for the first extension granted and an amount in the
discretion ofthe Lender for any subsequent extension. This fee, whether for
the initial or any subsequent extension, which shall be due and owing at the
time of each extension, may be adjusted in amount in the sole and absolute
discretion of Lender.
(c) To effect any extension under this section, Lender need only send
written notice to Borrower after the original Maturity Date indicating
Lender's election to grant an extension and identifying the new Maturity
Date.
2.2.10 Method of Payment and Servicing of Loan. Borrower will make
all payments under the Note by automatically-debited Automated Clearing
House(ACH) from a business-purpose account to be designated by Borrower at
closing, and in accordance with the written instructions provided by Lender
to Borrower at closing or from time to time thereafter.
3. Default and Remedies
3.1 Events of Default. Lender, at its option, may declare Borrower to be in default under this
Agreement and the other Loan Documents upon the occurrence ofany or all
ofthe following events (the declaration of such adefault by the Lender shall
constitute an "Event of Default"):
3.1.1 Payment or Performance. Borrower fails to pay any payment or
perform any obligation due under this Note within ten (10) days of
the date due, or to pay the entirety of the amount due hereunder within
ten (10) days of the Maturity Date (whether the due date of any such
payment is the date expressly set forth herein or is determined by
extension, acceleration, or otherwise).
3.1.2 Event of Default. Any Event of Default as defined in the Loan
Documents, including any Guaranty.
3.1.3 Breach of Representations or Warranties. Borrower's breach of
the representations and warranties in this Note and the other Loan
Documents.
3.2 Remedies. Upon the Lender's election to declare Borrower
to be in default under the Loan Documents pursuant to Section 3.1 above,
Borrower shall be deemed to be in default under the Note, and the Lender
shall have the right to do any or all of the following without notice or
demand (except as required by law):
3.2.1 Discontinue Release of Funds. Discontinue any Advances or
withhold the release of any Advances under the Note.
3.2.2 Acceleration. Declare the entire unpaid balance of principal
and all accrued and unpaid interest, costs and expenses then due and payable
under this Note to be immediately due and payable, even though the time of
maturity as expressed herein shall not have arrived. The Lender may withdraw
such amount or any portion thereof via automatic payment or ACH, without
notice to the Borrower, as provided in the Automatic Payment Authorization
Agreement executed by the Borrower.
3.2.3 Declare Default. Declare a default under any or all of
Borrower's obligations under this Note or under the Security Instrument and
to proceed in accordance with Lender's rights and remedies under those
agreements.
3.2.4 Foreclose. Foreclose upon any security pledged under any
applicable pledge or security agreement and any other collateral securing
Borrower's obligations. pursuant to any right or remedy permitted by law,
including as set forth under the Security Instrument.
3.2.5 Exercise Other Rights. Exercise any other right or remedy
contained in any of Borrower's obligations, including as set forth under the
Security Instrument or Automatic Payment Authorization Agreement.
3.2.6 Assign. Collect or assign to any other person, individual or
entity ("Person") the right to collect any and all rents, profits or
proceeds from the property, collection and assignment of which shall not be
impaired by any act of Borrower.
3.2.7 Application. Immediately apply as against any and all amounts
due and owing under this Note the balance of any Reserve Advance funds, cash
or other security then on deposit with the Lender, loan servicer or Trustee
held as additional collateral.
3.2.8 Guranty. Make demand on any Guaranty.
3.2.9 Legal Remedies. Exercise any other right or remedy available at
law or in equity.
4. Borrower's Representations and Warranties. As a material inducement to the Lender's extension of credit to Borrower
in connection with the Loan. Borrower warrants and represents to the Lender
as follows:
4.1 Authority to Execute Note. Borrower has the full power and
authority to execute, deliverand perform its obligations under this Note,
and the execution, delivery and performance of this Note has been duly
authorized by al requisite action on the part of Borrower. If Borrower is a
corporation, partnership, limited liability company, trust or other entity,
the Person or Persons signing the Loan Documents on behalf of Borrower are
duly authorized to execute the Note and al other documents necessary to
consummate the Loan on behalf of Borrower.
4.2 Valid Obligations. The Note is a legal, valid and binding
obligation of Borrower, enforceable in accordance with its terms (except sa
enforcement may be limited by equitable principles and by bankruptcy,
insolvency, reorganization, moratorium or similar laws relating to
creditors' rights generally).
4.3 No Consents Required. No consent of any other Person and no
consent, approval, authorization or other action by or filing with any
governmental authority not previously obtained by Borrower is required in
connection with the execution, delivery and performance of this Note by
Borrower.
4.4 Borrower's Name. Borrower has set forth above its full and
correct name, and Borrower does not use any othernames or tradenames, except
for the trade names disclosed to Lender in writing
4.5 Commercial Loan. Borrower represents and warrants that the
proceeds of this loan will be used by Borrower only for business purposes.
If Borrower is a natural person. Borrower represents and warrants that
Borrower does not intend to, and will not. occupy or resideon the Property
oslong asthe Loan remains outstanding. If Borrower is a legal entity,
Borrower represents and warrants that no person affiliated with Borrower
intends to or will occupy or reside on the Property so long as the Loan
remains outstanding.
4.6 Borrower's Warranties. Borrower's warranties and representations
set forth in this Section 4 shall be true and correct and deemed made at the
time of execution of this Note and as of the date of each Advance, shall
survive the closing of the Loan, and shall remain true and correct as of the
date on which such warranties and representations are given.
4.7 Truth of Loan Application Documents. Borrower certifies that the
information Borrower (or Borrower's agents) provided to Lender in connection
with Borrower's loan application was true, correct and complete at the time
it was provided and remains true, correct and complete as of the date of
execution of this Note.
5. Waivers.(a) Waive presentment, demand for payment, protest, notice of demand, dishonor, protest, and nonpayment, and all other notices and demands in connection with the delivery, acceptance, performance, default under, and enforcement of this Note.
(b) Waive the right to assert any statute of limitations as a defense to the enforcement of this Note to the fullest extent permitted by law.
(c) Waive the benefits of any applicable law, regulation, or procedure which provides, in substance, that where cross demands for money exist between parties at any point in time when neither demand is barred by the applicable statute of limitations, and an action is thereafter commenced by one such party, the other party may assert the defense of payment, in that the two demands are compensated so far as they equal each other, notwithstanding that an independent action asserting the claim would, at the time of filing the response, be barred by the applicable statute of limitations.
(d) Consent to all extensions and renewals of the time of payment of this Note and to all modifications of this Note by the Lender and Borrower without notice to and without in any way affecting the liability of any person for payment of this Note.
(e) Consent to any forbearance by the Lender and to the release, addition, and substitution of any person liable for payment of this Note and of any or all of the security for this Note without notice to and without in any way affecting the liability of any person for payment of this Note.
6. Attorney Fees, Collection Costs and Impositions.Borrower agrees to pay all costs, expenses, charges, consultants' fees, expert witness fees, trustee's fees, foreclosure costs, costs of litigation or alternative dispute resolution proceeding, including, without limitation, those incurred preliminarily to the institution of any legal action or judicial or non-judicial proceeding, or in order to quantify or obtain recovery of the amount of such recoverable attorney's fees, costs, or expenses, or in connection with any appearing from any such action or proceeding), discovery costs and expenses, and attorney fees ("Collection Costs") paid or incurred by Lender, or adjudged by a court, arbitrator, or other tribunal in connection with:
(a) the interpretation, collection, or enforcement of this Note (including, without limitation, costs incurred in seeking collection of rents owing from any tenant of the Property), whether or not suit is filed;
(b) representing Lender in any bankruptcy, reorganization, receivership, or other proceedings affecting creditors' rights and involving a claim under this Note or the Security Instrument;
(c) actions taken to protect the lien of the Security Instrument or Lender's interests in the Property as Lender;
(d) actions taken to enforce any provision of this Note or the Security Instrument; and
(e) in defense of any claims brought by Borrower arising from the rights and obligations of the parties under the Loan Documents.
Borrower shall be obligated to pay all such Collection Costs, which shall be additional obligations of Borrower hereunder payable on demand, and shall bear interest at the Default Rate from the date of such demand until paid in full. Borrower shall also be obligated to pay for any and all incurred Imposition (as defined in the Security Instrument) costs, and such obligation shall be payable upon demand. The amount of such Impositions shall be included in the Borrower's principal balance and shall bear interest at the same rate as principal from and after the date of payment of the Imposition by the Lender.
7. Notice.Any notice required to be provided in this Note shall be given in writing and shall be sent:
(a) for personal delivery by a delivery service that provides a record of the date of delivery, the individual to whom delivery was made, and the address where delivery was made;
(b) by first-class certified United States mail, postage prepaid, return receipt requested;
(c) by a nationally recognized overnight courier service, marked for next-day business delivery; or
(d) by electronic transmission.
All notices shall be addressed to the party to whom such notice is to be given at the following address:
Lender Address: Kiavi Funding, Inc., c/o Loan Servicing.
2 Allegheny Center, Nova Tower ,2 Suite 200, Pittsburgh, PA 15212
Lender Email: servicing/@kiavi.com
Borrower Address: 20 W 22ND ST #1411, NEW YORK, NY, 10010, USA
Borrower Email: y@landa.app
or to such other address as aparty may designate by written notice to the other. All notices shall be deemed effective on the earliest of (a) actual receipt; (b) rejection of delivery, if delivery is attempted by personal service, mail or messenger; (c) if sent by certified mail, the third day on which regular United States mail delivery service is provided after the day ofmailing or, if sent by overnight delivery service, on the next day on which such service makes next-business-day deliveries after the day of sending; (d) if sent via email, upon electronic delivery unless thereafter there is electronic notice of tailed electronic delivery.
8. Applicable Law; Jurisdiction; Venue.The Loan Documents shall be governed by the state law selected in the Security Instrument, and Borrower hereby submits to the exclusive jurisdiction and venue of the Courts specified in the security instrument for any and all claims described there.
9. Time Is of the Essence.Time is of the essence with respect to al obligations of Borrower under this Note.
10. Multiple Interests of Lender.In the event that multiple parties are named as Lender or Beneficiary, or multiple parties hold beneficial interests in this Note or the Security Instrument, a vote of 51% or greater of the beneficial interests will be considered the majority necessary for any decision or action of Lender or Beneficiary under the terms of this Note and the Security Instrument.
11. Entire Agreement.This Note, the Security Instrument (and any and all riders), the Guaranty, and any other Loan Document contain the entire agreement concerning the subject matter of the Loan Documents and supersede all prior and contemporaneous negotiations, agreements, statements, understandings, terms, conditions, representations, and warranties, whether oral or written, by and among the Lender, Borrower, and Guarantors concerning the Loan which is the subject matter of the Loan Documents.
12. No Modifications or Amendments; No Waiver.Except as specified herein, no modification, amendment, change, or waiver of any provision of this Note ("Change or Waiver") shall be valid, binding, or effective unless it is in writing and signed by the party against whom enforcement of such Change or Waiver is sought. Additionally, a waiver of any provision in one event shall not be construed as a waiver of any other provision at any time, as a continuing waiver, or as a waiver of such provision on a subsequent event.
13.
Lender's Acceptance of Payment, Extensions of Time or Forbearance Not a
Waiver.The acceptance by Lender, loan servicer, or the Trustee of any payment, partial or otherwise, made hereunder, whether paid on or after the time that such payment becomes due as herein set forth, will not establish a custom or constitute a waiver of any of Lender's rights to enforce prompt payment or to enforce any of Lender's rights or any of the obligations of Borrower or any guarantor or endorser set forth in this Note or the Security Instrument, or otherwise provided at law or in equity. Any extension of time granted or tolerated by Lender with respect to any payment due hereunder or other forbearance with respect to the performance of any other term, provision, covenant, or agreement of this Note or the Security Instrument, or the taking or releasing of security or collateral for the payment of this Note, or in exercising or failing to exercise any right or power under this Note or the Security Instrument, shall not in any way release or affect the liability of Borrower, or any guarantor or endorser hereof, or any other party obligated to make any payment or render any performance hereunder. If Lender delays in exercising or fails to exercise any of its rights under this Note or the Security Instrument, that delay or failure shall not constitute a waiver of any Lender rights or of any breach, default, or failure of condition hereunder or thereunder. No waiver by Lender of any of its rights or of any such breach, default, or failure of condition shall be effective, unless the waiver is expressly stated in a writing signed by Lender.
14. Remedies Cumulative.All of Lender's rights and remedies under this Note shall be cumulative. Any failure of Lender to exercise any right or remedy under this Note or under any of the loan documents executed by Borrower shall not be construed as a waiver of the right to exercise the same or any other right or remedy at any time and from time to time, thereafter.
15. Severability.If any provision of the Loan Documents shall be held by any court of competent jurisdiction to be unlawful, voidable, void, or unenforceable for any reason, such provision shall be deemed to be severable from and shall in no way affect the validity or enforceability of the remaining provisions of the Loan Documents.
16. Interpretation.Whenever the context of this Note reasonably requires, all words used in the singular shall be deemed to have been used in the plural, and the neuter gender shall be deemed to include the masculine and feminine gender, and vice versa. The headings to sections of this Note are for convenient reference only and shall not be used in interpreting this Note. For purposes of this Note:
(a) the term "including" shall be deemed to mean "including without limitation";
(b) the term "document" shall be deemed to include all written contracts, commitments, agreements, and instruments; and
(c) the term "discretion," when applied to any determination, consent, or approval right by the Lender, shall be deemed to mean the Lender's sole but good-faith business judgment.
17. Assignment.This Note inures to and binds the heirs, legal representatives, successors, and assigns of Borrower and Lender; provided, however, that Borrower may not assign this Note or any proceeds of it or assign or delegate any of its rights or obligations without Lender's prior written consent in each instance. Lender, in its sole discretion, may transfer this Note and may sell or assign participations or other interests in all or any part of this Note and/or designate any other person as the holder hereof, all without notice to or the consent of Borrower.
18. Successors and Assigns.Whenever used herein, the terms "Lender" and "Borrower" shall be deemed to include their respective heirs, personal representatives, and permitted successors and assigns.
19. Cooperation.Borrower acknowledges that Lender and its successors and assigns may:
(a) Sell, transfer, pledge, or assign the Security Instrument, the Note, and other Loan Documents to one or more investors in a whole loan, in a rated or unrated public offering, or private placement;
(b) Participate in the Loan secured by this Mortgage to one or more investors in a rated or unrated public offering or private placement;
(c) Deposit the Security Instrument, the Note, and other Loan Documents with a trust, which trust may sell certificates to investors, evidencing an ownership interest in the trust assets, in a rated or unrated public offering or private placement;
(d) Otherwise sell or pledge the Loan or interest therein to investors in a rated or unrated public offering or private placement.
(The transactions referred to in clauses (a)-(d) are hereinafter referred to as "Secondary Market Transactions.")
Borrower shall, at Lender's expense, cooperate in good faith with Lender in effecting any such Secondary Market Transactions and shall cooperate in good faith to implement all requirements reasonably imposed by the participants involved in any Secondary Market Transactions (including, without limitation, a rating agency and/or an institutional purchaser, participant, or investor). This cooperation includes, without limitation:
- All structural or other changes to the Loan,
- Modifications to any documents evidencing or securing the Loan,
- Delivery of opinions of counsel acceptable to the rating agency or such other purchasers, pledgees, participants, or investors,
- Addressing such matters as the rating agency or such other purchasers, participants, or investors may require.
Provided, however, that Borrower shall not be required to modify any documents evidencing or securing the Loan that would modify:
(i) The interest rate payable under the Note,
(ii) The stated maturity of the Note,
(iii) The amortization of principal of the Note, or
(iv) Any other material terms or covenants of the Loan.
Borrower shall provide such information and documents relating to Borrower, the Property, the Leases, and any lessees as Lender or the rating agency or such other purchasers, pledgees, participants, or investors may reasonably request in connection with a Secondary Market Transaction. Lender shall have the right to provide to the rating agency or prospective purchasers, participants, or investors any information in its possession, including, without limitation, financial statements relating to Borrower, the Property, and any lessee.
Borrower acknowledges that certain information regarding the Loan and the parties thereto and the Property may be included in a private placement memorandum, prospectus, or other disclosure documents.
20. Loss, Theft, Destruction or Mutilation of Note.In the event of the loss, theft, or destruction of this Note, upon Borrower's receipt of a reasonably satisfactory indemnification agreement executed in favor of Borrower by the party who held this Note immediately prior to its loss, theft, or destruction, or in the event of the mutilation of this Note, upon Lender's surrender to Borrower of the mutilated Note, Borrower shall execute and deliver to such party or Lender, as the case may be, a new promissory note in a form and content identical to this Note in lieu of the lost, stolen, destroyed, or mutilated Note.
Joint and Several Liability.
20.1 Joint and Several.
Each person or party comprising Borrower shall be jointly and severally liable for the obligations of Borrower hereunder. If Borrower consists of more than one person, the occurrence of any Default or Event of Default with respect to any one or more of such persons shall constitute a Default or Event of Default, as applicable, and (in the case of an Event of Default) entitle the Lender to exercise its rights and remedies as provided above.
20.2 Married Individuals.
Each Borrower who is a married person agrees that the Lender shall have the right to recourse against his or her community property and separate property for any or all obligations to the fullest extent permitted by law.
Waiver of Right to Jury Trial.
Borrower irrevocably waives all rights to a jury trial in any action, suit, proceeding, or counterclaim of any kind directly or indirectly arising out of or in any way relating to this Note or any of the other Loan Documents, any or all of the real and personal property collateral securing this Note. The jury trial waiver contained in this section is intended to apply, to the fullest extent permitted by law, to any and all disputes and controversies that arise out of or in any way related to any or all of the matters described in the immediately preceding sentence, including, without limitation, contract claims, tort claims, and all other common law and statutory claims of any kind. This Note may be filed with any court of competent jurisdiction as Borrower's written consent to Borrower's waiver of a jury trial.
State Specific Provisions.
State specific provisions are outlined on Exhibit A(if applicable), attached here to and incorporated herein
IN WITNESS WHEREOF, Borrower has executed this Promissory Note Secured by the Security Instrument effective as of the date first written above.
BORROWER.
Landa App LLC - 1683 Spoonbill Road HamptonG ALLC. A Delaware Limited Liability Company
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By: Landa Holdings, Inc.
By: Yishai Cohen, CEO & President
PROMISSORY NOTE
PROMISSORY NOTE EXHIBIT "A"
GEORGIA SPECIFIC PROVISIONS
Section 23.1 Inconsistencies.
In the event of any inconsistencies between the terms and conditions of this Section 23 and the other provisions of this Note, the terms and conditions of this Section 23 shall control and be binding.
Section 23.2 Security Deed.
All references herein to "Deed of Trust" are hereby replaced with "Deed to Secure Debt" or "Security Deed," as the case may be. All references to "trustor" contained herein are hereby replaced with "grantor," and all references to "beneficiary" contained herein are hereby replaced with "grantee."
Section 23.3 Attorney's Fees.
Whenever reference is made herein to "attorney's fees," "reasonable attorney's fees," or words of similar import, such reference shall mean attorney fees computed based upon the attorney's normal hourly rates and the amount of time expended, and not the statutory attorney's fees provided by O.C.G.A. 13-1-11.
IN WITNESS WHEREOF, Borrower has caused this instrument to be executed as of the date indicated on the Promissory Note Secured by the Security Instrument.
BORROWER:
Landa App LLC - 1683 Spoonbill Road HamptonG ALLC, A Delaware Limited Liability Company
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By: Landa Holdings, Inc.
By: Yishai Cohen, CEO & President
PROMISSORY NOTE
SECURED BY SECURITY INSTRUMENT
(Term Loan, Interest Only Payments, Balloon Payment Due
09-01-2024 )
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Amount:$154,000.00
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Loan No. 34598940
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APN: 0014B-00000-095-D00
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Date: 08-31-2023
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San Francisco, CA
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FOR VALUE RECEIVED, at the times hereinafter stated,
Landa APP LC - 2443 Hodges Farm Road Mansfield GA LLC, A Delaware Limited
Liability Company, herein called ("Borrower") promise(s) to pay to
Kiavi Funding Inc., a Delaware corporation ("Lender") or order
at the address specified below, or at such place or places as Lender may
designate in writing from time to time, the sum of:
One Hundred And Fifty Four Thousand and 00/100 U.S. Dollars
($154,000.00) which amount shall include the Initial Advance and, if
applicable, the Reserve Advance (the "Principal Amount") with interest at
the interest rate set forth below from the date here of until 09-01-2024 (the
"Maturity Date").
SECURITY: This Promissory Note (the "Note") is secured by a
FIRST priority Deed of Trust, Mortgage, or Security Deed (the "Security Instrument") including an Assignment of Rents and Fixture Filing dated of even date
herewith on property known as:
2443 HODGES FARM RD, MANSFIELD, GA, 30055, USA
APN: 0014B-00000-095-D00 (the "Property"). The term "Loan Documents"
shall have the same meaning as that term in the Security Instrument.
1. Advances. Lender will make Advances for the purposes specified not
to exceed the maximum (aggregate) sum of $154,000.00 (the "Loan")
1.1 Initial Advance. The initial disbursement of funds ("Initial Advance") shall be $154,000.00 to be used in connection with the purchase or
refinance of the Property.
1.2 Reserve Advance. The additional advance of funds ("Reserve Advance"), if any, made contemporaneously with the Initial Advance shall be into a
reserve account for the purpose of funding subsequent Borrower requests for
reimbursement of the costs of construction and/or rehabilitation of the
Property. The amount and other terms of the Reserve Advance, if any, are
provided for in the attached Schedule A.
1.3 Authorization. Lender may conclusively presume that all requests,
statements, information, certifications, and representations, whether
written or oral, submitted or made by Borrower or any of its agents to the
Lender in connection with this Note are true and correct. and the Lender
shall be entitled to rely thereon, without investigation or inquiry of any
kind by the Lender, in disbursing or releasing the Loan proceeds and taking
or refraining from taking any other action in connection with the Loan.
2. Interest Rate Payment of Principal and Interest
2.1 Interest Rate.
2.1.1 Applicable Rates. Subject to the provisions of this Section 2
below. the Initial Advance will bear interest at an annual rate of 11.000%.
The Reserve Advance. if any, will bear interest at the annual rate specified
in Schedule A from the date of the Initial Advance.
2.1.2 360-day Year. Interest for each full calendar month during the
term of this Note will be calculated on the basis of a three hundred sixty
(360) day year consisting of twelve (12) months of thirty (30) days each.
Notwithstanding the foregoing, the amount of interest due in the full or
partial calendar month at the beginning of the term of this Note will be
calculated on the basis of the actual number of days during which the
principal balance of this Note is outstanding. Borrower acknowledges and
agrees that the calculation of interest on the basis described in the
preceding sentences may result in the accrual and payment of interest in
amounts greater than those which would be payable if interest were
calculated on the basis of a three hundred sixty-five (365) day year.
2.1.3 Default Rate of Interest. From and after the earlier of either
(a) the occurrence of an Event of Default; or (b) the maturity of this Note
(whether the stated Maturity Date of this Note or the maturity date
resulting from Lender's acceleration of unpaid principal and interest)
subject to the provisions of Section 2.2.9 below, additional interest on the
unpaid principal balance of this Note (under both the Initial Advance and
the Reserve Advance) shall immediately accrue at a rate equal to
ten percent (10%) per annum. Such interest shall be in addition to
the interest specified in Sections 2.1.1 and 2.1.2 above.
2.1.4 Usury Protection Notwithstanding anything contained in this
Note to the contrary, if collection from Borrower of interest at the
foregoing interest rate would be contrary to applicable laws, then the
interest rate in effect on any day shall be the highest interest rate which
may be collected from Borrower under applicable laws on such day. If, under
any circumstances, Lender shall ever receive as interest an amount that
exceeds the highest lawful rate, the amount that would be excessive interest
shall be applied to reduce the unpaid principal balance under this Note and
not to pay interest, or, if such excessive interest exceeds the unpaid
principal balance under this Note, such excess shall be refunded to
Borrower.
2.1.5 Interest Comencement. Interest on the Initial Advance shall
commence on the date Loan proceeds are initially deposited into an escrow
for the benefit of Borrower and regardless of the date they are subsequently
disbursed therefrom, provided that the period for which interest accrues
prior to release of funds from escrowdoes not exceed one (1) day.
Interest on any Reserve Advance shall commence on the date the funds are set
aside for the benefit of Borrower notwithstanding the date released to, or
for, Borrower.
2.2 Payments.
2.2.1 Periodic Payment Date. Unless sooner accelerated, payments due
under the Note until the Maturity Date shall be made on the first (1st)
calendarday of each month (each a "Payment Date") commencing on 10-01-2023
2.2.2 Maturity Date. Unless sooner accelerated, the entire unpaid
principal balance of this Note plus all accrued and unpaid interest thereon
plus all other obligations owed under this Note shall be due and payable on
the Maturity Date.
2.2.3 Interest Only Payments. From the interest commencement dates
set forth in Section 2.1.5 above, payments shall be made on each Payment
Date of all accrued interest due and owing as of such Payment Date, which is
currently calculated to be in the sum of $1,411.67 based on the
maximum aggregate amount of the Initial Advance and any Reserve Advance. if
Borrower prepays part of the outstanding principal balance ofthis Note, or
if the outstanding principal balance ofthis Note is reduced by application
of any Reserve Advance surplus (as provided in Schedule Aof this Note, if
applicable) or for any other reason, Borrower's periodic Interest Pavments
shall be changed accordingly.
2.2.4
Balloon Payment. BORROWER ACKNOWLEDGES AND AGREES THAT (1) THE
LOAN EVIDENCED BY THIS NOTE IS NOT AN AMORTIZING LOAN: AND(2)THE ENTIRE
PRINCIPAL AMOUNTO F THIS NOTE SHALL BE DUE AND PAYABLE ON THE MATURITY
DATE OF THIS NOTE.
2.2.5 Prepayment. Borrower may prepay at any time all or part of the
outstanding principal balance of this Note without a prepayment fee. If the
loan calls for principal payments in installments, all prepayments of
principal shall be applied on the most remote principal installment or
installments then unpaid
2.2.6 Payment Application. All payments under this Note shall be
credited first to charges, fees, costs, and expenses payable by Borrower
("Borrower Fees") under this Note, or in connection with the obligations
evidenced by this Note, second to accrued interest then due, thereafter to
unpaid principal. For any particular Payment Date, the Lender retains the
option to postpone the crediting of payments to Borrower Fees, if and only
if the Borrower's payment on such Payment Date, after deducting Borrower
Fees, would otherwise be insufficient to pay the accrued interest and unpaid
principal due on such Payment Date. If any payment of interest is not made
when due, at the option of Lender, such interest payment shall bear interest
at the same rate as principal from and after the due date of the interest
payment. all payments due under this Note shall be made as provided in
Section 2.2.10 below. The receipt of any check or other physical item of
payment (a "Payment Item ") by Lender, at its option, either (a)
shall be rejected and not considered a payment or (b) shall not be
considered a payment until such Payment Item is honored when presented for
pavment at the drawee bank or institution, and Lender, at its option, may
delay the credit of such payment until such Payment Item is so honored. Upon
the occurrence of any Event of Default, the Lender, at its option, shail
have the right to apply all payments made under this Note to principal,
interest, and other charges, fees, costs and expenses payable by Borrower
under this Note or in connection with the Loan in such order and amounts as
the Lender may determine in its sole and absolute discretion.
2.2.7 Initial Loan Fee. Concurrently with or prior to the execution
of this Note, Borrower shall pay to the Lender an origination fee ("Loan Fee"), as set forth in a final settlement statement or closing disclosure
delivered to Borrower. The entire Loan Fee shall be deemed to be fully
earned by the Lender as of the interest commencement dates set forth in
Section 2.1.5, and no part of the Loan Fee shall be refundable to Borrower,
whether or not the principal balance of the Loan is prepaid prior to the
Maturity Date subject to the provisions of Exhibit B (if applicable),
attached hereto and incorporated herein.
2.2.8 Late Charge. Borrower shall immediately pay a late charge equal
to 5.0% of such installment of interest and/or principal toLender to
compensate Lender for administrative costs and expenses incurred in
connection with such late payment ifany installment of interest and/or
principal under this Note is not paid within fifteen (15) days from
the date on which it is due. Borrower agrees that the actual damages
suffered by Lender because of any late installment payment are extremely
difficult and impracticable to ascertain, and the late charge described in
this Section represents a reasonable attempt to fix such damages under the
circumstances existing at the time this Note is executed. Lender's
acceptance of any late charge shall not constitute a waiver of any of the
terms of this Note and shall not affect Lender's right to enforce any of its
rights and remedies against any Person liable for payment of this Note.
2.2.9 Extension Fee. If Borrower should not pay all obligations
outstanding on this Note upon the scheduled Maturity Date, Borrower hereby
authorizes Lender, at its sole discretion, to grant extensions ofthe term of
this Note beyond such scheduled Maturity Date for up to six (6) months each.
(a) If any such extension is granted, (i) Interest will continue to accrue
as specified in this Note; (i) the payments specified in this Note shall be
due and owing; (ii) Borrower shall continue to make the payments ofInterest
(and Principal if applicable) on the Periodic Payment Date as provided
herein until the extended Maturity Date; and (iv) the term "Maturity Date"
in this Agreement will be deemed to mean the originally scheduled Maturity
Date, plus the cumulative length of any extensions granted pursuant to this
section.
(b) As consideration for extending the maturity, Borrower hereby authorizes
a charge equal to a maximum of one percent (1.00%) of the current
principal loan balance for the first extension granted and an amount in the
discretion ofthe Lender for any subsequent extension. This fee, whether for
the initial or any subsequent extension, which shall be due and owing at the
time of each extension, may be adjusted in amount in the sole and absolute
discretion of Lender.
(c) To effect any extension under this section, Lender need only send
written notice to Borrower after the original Maturity Date indicating
Lender's election to grant an extension and identifying the new Maturity
Date.
2.2.10 Method of Payment and Servicing of Loan. Borrower will make
all payments under the Note by automatically-debited Automated Clearing
House(ACH) from a business-purpose account to be designated by Borrower at
closing, and in accordance with the written instructions provided by Lender
to Borrower at closing or from time to time thereafter.
3. Default and Remedies
3.1 Events of Default. Lender, at its option, may declare Borrower to be in default under this
Agreement and the other Loan Documents upon the occurrence ofany or all
ofthe following events (the declaration of such adefault by the Lender shall
constitute an "Event of Default"):
3.1.1 Payment or Performance. Borrower fails to pay any payment or
perform any obligation due under this Note within ten (10) days of
the date due, or to pay the entirety of the amount due hereunder within
ten (10) days of the Maturity Date (whether the due date of any such
payment is the date expressly set forth herein or is determined by
extension, acceleration, or otherwise).
3.1.2 Event of Default. Any Event of Default as defined in the Loan
Documents, including any Guaranty.
3.1.3 Breach of Representations or Warranties. Borrower's breach of
the representations and warranties in this Note and the other Loan
Documents.
3.2 Remedies. Upon the Lender's election to declare Borrower
to be in default under the Loan Documents pursuant to Section 3.1 above,
Borrower shall be deemed to be in default under the Note, and the Lender
shall have the right to do any or all of the following without notice or
demand (except as required by law):
3.2.1 Discontinue Release of Funds. Discontinue any Advances or
withhold the release of any Advances under the Note.
3.2.2 Acceleration. Declare the entire unpaid balance of principal
and all accrued and unpaid interest, costs and expenses then due and payable
under this Note to be immediately due and payable, even though the time of
maturity as expressed herein shall not have arrived. The Lender may withdraw
such amount or any portion thereof via automatic payment or ACH, without
notice to the Borrower, as provided in the Automatic Payment Authorization
Agreement executed by the Borrower.
3.2.3 Declare Default. Declare a default under any or all of
Borrower's obligations under this Note or under the Security Instrument and
to proceed in accordance with Lender's rights and remedies under those
agreements.
3.2.4 Foreclose. Foreclose upon any security pledged under any
applicable pledge or security agreement and any other collateral securing
Borrower's obligations. pursuant to any right or remedy permitted by law,
including as set forth under the Security Instrument.
3.2.5 Exercise Other Rights. Exercise any other right or remedy
contained in any of Borrower's obligations, including as set forth under the
Security Instrument or Automatic Payment Authorization Agreement.
3.2.6 Assign. Collect or assign to any other person, individual or
entity ("Person") the right to collect any and all rents, profits or
proceeds from the property, collection and assignment of which shall not be
impaired by any act of Borrower.
3.2.7 Application. Immediately apply as against any and all amounts
due and owing under this Note the balance of any Reserve Advance funds, cash
or other security then on deposit with the Lender, loan servicer or Trustee
held as additional collateral.
3.2.8 Guranty. Make demand on any Guaranty.
3.2.9 Legal Remedies. Exercise any other right or remedy available at
law or in equity.
4. Borrower's Representations and Warranties. As a material inducement to the Lender's extension of credit to Borrower
in connection with the Loan. Borrower warrants and represents to the Lender
as follows:
4.1 Authority to Execute Note. Borrower has the full power and
authority to execute, deliverand perform its obligations under this Note,
and the execution, delivery and performance of this Note has been duly
authorized by al requisite action on the part of Borrower. If Borrower is a
corporation, partnership, limited liability company, trust or other entity,
the Person or Persons signing the Loan Documents on behalf of Borrower are
duly authorized to execute the Note and al other documents necessary to
consummate the Loan on behalf of Borrower.
4.2 Valid Obligations. The Note is a legal, valid and binding
obligation of Borrower, enforceable in accordance with its terms (except sa
enforcement may be limited by equitable principles and by bankruptcy,
insolvency, reorganization, moratorium or similar laws relating to
creditors' rights generally).
4.3 No Consents Required. No consent of any other Person and no
consent, approval, authorization or other action by or filing with any
governmental authority not previously obtained by Borrower is required in
connection with the execution, delivery and performance of this Note by
Borrower.
4.4 Borrower's Name. Borrower has set forth above its full and
correct name, and Borrower does not use any othernames or tradenames, except
for the trade names disclosed to Lender in writing
4.5 Commercial Loan. Borrower represents and warrants that the
proceeds of this loan will be used by Borrower only for business purposes.
If Borrower is a natural person. Borrower represents and warrants that
Borrower does not intend to, and will not. occupy or resideon the Property
oslong asthe Loan remains outstanding. If Borrower is a legal entity,
Borrower represents and warrants that no person affiliated with Borrower
intends to or will occupy or reside on the Property so long as the Loan
remains outstanding.
4.6 Borrower's Warranties. Borrower's warranties and representations
set forth in this Section 4 shall be true and correct and deemed made at the
time of execution of this Note and as of the date of each Advance, shall
survive the closing of the Loan, and shall remain true and correct as of the
date on which such warranties and representations are given.
4.7 Truth of Loan Application Documents. Borrower certifies that the
information Borrower (or Borrower's agents) provided to Lender in connection
with Borrower's loan application was true, correct and complete at the time
it was provided and remains true, correct and complete as of the date of
execution of this Note.
5. Waivers.(a) Waive presentment, demand for payment, protest, notice of demand, dishonor, protest, and nonpayment, and all other notices and demands in connection with the delivery, acceptance, performance, default under, and enforcement of this Note.
(b) Waive the right to assert any statute of limitations as a defense to the enforcement of this Note to the fullest extent permitted by law.
(c) Waive the benefits of any applicable law, regulation, or procedure which provides, in substance, that where cross demands for money exist between parties at any point in time when neither demand is barred by the applicable statute of limitations, and an action is thereafter commenced by one such party, the other party may assert the defense of payment, in that the two demands are compensated so far as they equal each other, notwithstanding that an independent action asserting the claim would, at the time of filing the response, be barred by the applicable statute of limitations.
(d) Consent to all extensions and renewals of the time of payment of this Note and to all modifications of this Note by the Lender and Borrower without notice to and without in any way affecting the liability of any person for payment of this Note.
(e) Consent to any forbearance by the Lender and to the release, addition, and substitution of any person liable for payment of this Note and of any or all of the security for this Note without notice to and without in any way affecting the liability of any person for payment of this Note.
6. Attorney Fees, Collection Costs and Impositions.Borrower agrees to pay all costs, expenses, charges, consultants' fees, expert witness fees, trustee's fees, foreclosure costs, costs of litigation or alternative dispute resolution proceeding, including, without limitation, those incurred preliminarily to the institution of any legal action or judicial or non-judicial proceeding, or in order to quantify or obtain recovery of the amount of such recoverable attorney's fees, costs, or expenses, or in connection with any appearing from any such action or proceeding), discovery costs and expenses, and attorney fees ("Collection Costs") paid or incurred by Lender, or adjudged by a court, arbitrator, or other tribunal in connection with:
(a) the interpretation, collection, or enforcement of this Note (including, without limitation, costs incurred in seeking collection of rents owing from any tenant of the Property), whether or not suit is filed;
(b) representing Lender in any bankruptcy, reorganization, receivership, or other proceedings affecting creditors' rights and involving a claim under this Note or the Security Instrument;
(c) actions taken to protect the lien of the Security Instrument or Lender's interests in the Property as Lender;
(d) actions taken to enforce any provision of this Note or the Security Instrument; and
(e) in defense of any claims brought by Borrower arising from the rights and obligations of the parties under the Loan Documents.
Borrower shall be obligated to pay all such Collection Costs, which shall be additional obligations of Borrower hereunder payable on demand, and shall bear interest at the Default Rate from the date of such demand until paid in full. Borrower shall also be obligated to pay for any and all incurred Imposition (as defined in the Security Instrument) costs, and such obligation shall be payable upon demand. The amount of such Impositions shall be included in the Borrower's principal balance and shall bear interest at the same rate as principal from and after the date of payment of the Imposition by the Lender.
7. Notice.Any notice required to be provided in this Note shall be given in writing and shall be sent:
(a) for personal delivery by a delivery service that provides a record of the date of delivery, the individual to whom delivery was made, and the address where delivery was made;
(b) by first-class certified United States mail, postage prepaid, return receipt requested;
(c) by a nationally recognized overnight courier service, marked for next-day business delivery; or
(d) by electronic transmission.
All notices shall be addressed to the party to whom such notice is to be given at the following address:
Lender Address: Kiavi Funding, Inc., c/o Loan Servicing.
2 Allegheny Center, Nova Tower ,2 Suite 200, Pittsburgh, PA 15212
Lender Email: servicing/@kiavi.com
Borrower Address: 20 W 22ND ST #1411, NEW YORK, NY, 10010, USA
Borrower Email: y@landa.app
or to such other address as aparty may designate by written notice to the other. All notices shall be deemed effective on the earliest of (a) actual receipt; (b) rejection of delivery, if delivery is attempted by personal service, mail or messenger; (c) if sent by certified mail, the third day on which regular United States mail delivery service is provided after the day ofmailing or, if sent by overnight delivery service, on the next day on which such service makes next-business-day deliveries after the day of sending; (d) if sent via email, upon electronic delivery unless thereafter there is electronic notice of tailed electronic delivery.
8. Applicable Law; Jurisdiction; Venue.The Loan Documents shall be governed by the state law selected in the Security Instrument, and Borrower hereby submits to the exclusive jurisdiction and venue of the Courts specified in the security instrument for any and all claims described there.
9. Time Is of the Essence.Time is of the essence with respect to al obligations of Borrower under this Note.
10. Multiple Interests of Lender.In the event that multiple parties are named as Lender or Beneficiary, or multiple parties hold beneficial interests in this Note or the Security Instrument, a vote of 51% or greater of the beneficial interests will be considered the majority necessary for any decision or action of Lender or Beneficiary under the terms of this Note and the Security Instrument.
11. Entire Agreement.This Note, the Security Instrument (and any and all riders), the Guaranty, and any other Loan Document contain the entire agreement concerning the subject matter of the Loan Documents and supersede all prior and contemporaneous negotiations, agreements, statements, understandings, terms, conditions, representations, and warranties, whether oral or written, by and among the Lender, Borrower, and Guarantors concerning the Loan which is the subject matter of the Loan Documents.
12. No Modifications or Amendments; No Waiver.Except as specified herein, no modification, amendment, change, or waiver of any provision of this Note ("Change or Waiver") shall be valid, binding, or effective unless it is in writing and signed by the party against whom enforcement of such Change or Waiver is sought. Additionally, a waiver of any provision in one event shall not be construed as a waiver of any other provision at any time, as a continuing waiver, or as a waiver of such provision on a subsequent event.
13.
Lender's Acceptance of Payment, Extensions of Time or Forbearance Not a
Waiver.The acceptance by Lender, loan servicer, or the Trustee of any payment, partial or otherwise, made hereunder, whether paid on or after the time that such payment becomes due as herein set forth, will not establish a custom or constitute a waiver of any of Lender's rights to enforce prompt payment or to enforce any of Lender's rights or any of the obligations of Borrower or any guarantor or endorser set forth in this Note or the Security Instrument, or otherwise provided at law or in equity. Any extension of time granted or tolerated by Lender with respect to any payment due hereunder or other forbearance with respect to the performance of any other term, provision, covenant, or agreement of this Note or the Security Instrument, or the taking or releasing of security or collateral for the payment of this Note, or in exercising or failing to exercise any right or power under this Note or the Security Instrument, shall not in any way release or affect the liability of Borrower, or any guarantor or endorser hereof, or any other party obligated to make any payment or render any performance hereunder. If Lender delays in exercising or fails to exercise any of its rights under this Note or the Security Instrument, that delay or failure shall not constitute a waiver of any Lender rights or of any breach, default, or failure of condition hereunder or thereunder. No waiver by Lender of any of its rights or of any such breach, default, or failure of condition shall be effective, unless the waiver is expressly stated in a writing signed by Lender.
14. Remedies Cumulative.All of Lender's rights and remedies under this Note shall be cumulative. Any failure of Lender to exercise any right or remedy under this Note or under any of the loan documents executed by Borrower shall not be construed as a waiver of the right to exercise the same or any other right or remedy at any time and from time to time, thereafter.
15. Severability.If any provision of the Loan Documents shall be held by any court of competent jurisdiction to be unlawful, voidable, void, or unenforceable for any reason, such provision shall be deemed to be severable from and shall in no way affect the validity or enforceability of the remaining provisions of the Loan Documents.
16. Interpretation.Whenever the context of this Note reasonably requires, all words used in the singular shall be deemed to have been used in the plural, and the neuter gender shall be deemed to include the masculine and feminine gender, and vice versa. The headings to sections of this Note are for convenient reference only and shall not be used in interpreting this Note. For purposes of this Note:
(a) the term "including" shall be deemed to mean "including without limitation";
(b) the term "document" shall be deemed to include all written contracts, commitments, agreements, and instruments; and
(c) the term "discretion," when applied to any determination, consent, or approval right by the Lender, shall be deemed to mean the Lender's sole but good-faith business judgment.
17. Assignment.This Note inures to and binds the heirs, legal representatives, successors, and assigns of Borrower and Lender; provided, however, that Borrower may not assign this Note or any proceeds of it or assign or delegate any of its rights or obligations without Lender's prior written consent in each instance. Lender, in its sole discretion, may transfer this Note and may sell or assign participations or other interests in all or any part of this Note and/or designate any other person as the holder hereof, all without notice to or the consent of Borrower.
18. Successors and Assigns.Whenever used herein, the terms "Lender" and "Borrower" shall be deemed to include their respective heirs, personal representatives, and permitted successors and assigns.
19. Cooperation.Borrower acknowledges that Lender and its successors and assigns may:
(a) Sell, transfer, pledge, or assign the Security Instrument, the Note, and other Loan Documents to one or more investors in a whole loan, in a rated or unrated public offering, or private placement;
(b) Participate in the Loan secured by this Mortgage to one or more investors in a rated or unrated public offering or private placement;
(c) Deposit the Security Instrument, the Note, and other Loan Documents with a trust, which trust may sell certificates to investors, evidencing an ownership interest in the trust assets, in a rated or unrated public offering or private placement;
(d) Otherwise sell or pledge the Loan or interest therein to investors in a rated or unrated public offering or private placement.
(The transactions referred to in clauses (a)-(d) are hereinafter referred to as "Secondary Market Transactions.")
Borrower shall, at Lender's expense, cooperate in good faith with Lender in effecting any such Secondary Market Transactions and shall cooperate in good faith to implement all requirements reasonably imposed by the participants involved in any Secondary Market Transactions (including, without limitation, a rating agency and/or an institutional purchaser, participant, or investor). This cooperation includes, without limitation:
- All structural or other changes to the Loan,
- Modifications to any documents evidencing or securing the Loan,
- Delivery of opinions of counsel acceptable to the rating agency or such other purchasers, pledgees, participants, or investors,
- Addressing such matters as the rating agency or such other purchasers, participants, or investors may require.
Provided, however, that Borrower shall not be required to modify any documents evidencing or securing the Loan that would modify:
(i) The interest rate payable under the Note,
(ii) The stated maturity of the Note,
(iii) The amortization of principal of the Note, or
(iv) Any other material terms or covenants of the Loan.
Borrower shall provide such information and documents relating to Borrower, the Property, the Leases, and any lessees as Lender or the rating agency or such other purchasers, pledgees, participants, or investors may reasonably request in connection with a Secondary Market Transaction. Lender shall have the right to provide to the rating agency or prospective purchasers, participants, or investors any information in its possession, including, without limitation, financial statements relating to Borrower, the Property, and any lessee.
Borrower acknowledges that certain information regarding the Loan and the parties thereto and the Property may be included in a private placement memorandum, prospectus, or other disclosure documents.
20. Loss, Theft, Destruction or Mutilation of Note.In the event of the loss, theft, or destruction of this Note, upon Borrower's receipt of a reasonably satisfactory indemnification agreement executed in favor of Borrower by the party who held this Note immediately prior to its loss, theft, or destruction, or in the event of the mutilation of this Note, upon Lender's surrender to Borrower of the mutilated Note, Borrower shall execute and deliver to such party or Lender, as the case may be, a new promissory note in a form and content identical to this Note in lieu of the lost, stolen, destroyed, or mutilated Note.
Joint and Several Liability.
20.1 Joint and Several.
Each person or party comprising Borrower shall be jointly and severally liable for the obligations of Borrower hereunder. If Borrower consists of more than one person, the occurrence of any Default or Event of Default with respect to any one or more of such persons shall constitute a Default or Event of Default, as applicable, and (in the case of an Event of Default) entitle the Lender to exercise its rights and remedies as provided above.
20.2 Married Individuals.
Each Borrower who is a married person agrees that the Lender shall have the right to recourse against his or her community property and separate property for any or all obligations to the fullest extent permitted by law.
Waiver of Right to Jury Trial.
Borrower irrevocably waives all rights to a jury trial in any action, suit, proceeding, or counterclaim of any kind directly or indirectly arising out of or in any way relating to this Note or any of the other Loan Documents, any or all of the real and personal property collateral securing this Note. The jury trial waiver contained in this section is intended to apply, to the fullest extent permitted by law, to any and all disputes and controversies that arise out of or in any way related to any or all of the matters described in the immediately preceding sentence, including, without limitation, contract claims, tort claims, and all other common law and statutory claims of any kind. This Note may be filed with any court of competent jurisdiction as Borrower's written consent to Borrower's waiver of a jury trial.
State Specific Provisions.
State specific provisions are outlined on Exhibit A(if applicable), attached here to and incorporated herein
IN WITNESS WHEREOF, Borrower has executed this Promissory Note Secured by the Security Instrument effective as of the date first written above.
BORROWER.
Landa Ap LC - 2443 Hodges Farm Road Mansfield GA LC. A Delaware Limited Liability Company
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By: Landa Holdings, Inc.
By: Yishai Cohen, CEO & President
PROMISSORY NOTE
PROMISSORY NOTE EXHIBIT "A"
GEORGIA SPECIFIC PROVISIONS
Section 23.1 Inconsistencies.
In the event of any inconsistencies between the terms and conditions of this Section 23 and the other provisions of this Note, the terms and conditions of this Section 23 shall control and be binding.
Section 23.2 Security Deed.
All references herein to "Deed of Trust" are hereby replaced with "Deed to Secure Debt" or "Security Deed," as the case may be. All references to "trustor" contained herein are hereby replaced with "grantor," and all references to "beneficiary" contained herein are hereby replaced with "grantee."
Section 23.3 Attorney's Fees.
Whenever reference is made herein to "attorney's fees," "reasonable attorney's fees," or words of similar import, such reference shall mean attorney fees computed based upon the attorney's normal hourly rates and the amount of time expended, and not the statutory attorney's fees provided by O.C.G.A. 13-1-11.
IN WITNESS WHEREOF, Borrower has caused this instrument to be executed as of the date indicated on the Promissory Note Secured by the Security Instrument.
BORROWER:
Landa Ap LC - 2443 Hodges Farm Road Mansfield GA LC, A Delaware Limited Liability Company
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By: Landa Holdings, Inc.
By: Yishai Cohen, CEO & President
PROMISSORY NOTE
SECURED BY SECURITY INSTRUMENT
(Term Loan, Interest Only Payments, Balloon Payment Due
09-01-2024 )
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Amount:$147,000.00
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Loan No. 34598818
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APN: 12-104B- F-027
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Date: 08-31-2023
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San Francisco, CA
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FOR VALUE RECEIVED, at the times hereinafter stated,
Landa App LLC - 6710 Sunset Hills Boulevard Rex GA LLC, A Delaware Limited
Liability Company, herein called ("Borrower") promise(s) to pay to
Kiavi Funding Inc., a Delaware corporation ("Lender") or order
at the address specified below, or at such place or places as Lender may
designate in writing from time to time, the sum of:
One Hundred And Forty Seven Thousand and 00/100 U.S. Dollars
($147,000.00) which amount shall include the Initial Advance and, if
applicable, the Reserve Advance (the "Principal Amount") with interest at
the interest rate set forth below from the date here of until 09-01-2024 (the
"Maturity Date").
SECURITY: This Promissory Note (the "Note") is secured by a
FIRST priority Deed of Trust, Mortgage, or Security Deed (the "Security Instrument") including an Assignment of Rents and Fixture Filing dated of even date
herewith on property known as:
6710 Sunset Hills Boulevard, Rex, GA 30273
APN: 12-104B- F-027 (the "Property"). The term "Loan Documents"
shall have the same meaning as that term in the Security Instrument.
1. Advances. Lender will make Advances for the purposes specified not
to exceed the maximum (aggregate) sum of $147,000.00 (the "Loan")
1.1 Initial Advance. The initial disbursement of funds ("Initial Advance") shall be $147,000.00 to be used in connection with the purchase or
refinance of the Property.
1.2 Reserve Advance. The additional advance of funds ("Reserve Advance"), if any, made contemporaneously with the Initial Advance shall be into a
reserve account for the purpose of funding subsequent Borrower requests for
reimbursement of the costs of construction and/or rehabilitation of the
Property. The amount and other terms of the Reserve Advance, if any, are
provided for in the attached Schedule A.
1.3 Authorization. Lender may conclusively presume that all requests,
statements, information, certifications, and representations, whether
written or oral, submitted or made by Borrower or any of its agents to the
Lender in connection with this Note are true and correct. and the Lender
shall be entitled to rely thereon, without investigation or inquiry of any
kind by the Lender, in disbursing or releasing the Loan proceeds and taking
or refraining from taking any other action in connection with the Loan.
2. Interest Rate Payment of Principal and Interest
2.1 Interest Rate.
2.1.1 Applicable Rates. Subject to the provisions of this Section 2
below. the Initial Advance will bear interest at an annual rate of 11.000%.
The Reserve Advance. if any, will bear interest at the annual rate specified
in Schedule A from the date of the Initial Advance.
2.1.2 360-day Year. Interest for each full calendar month during the
term of this Note will be calculated on the basis of a three hundred sixty
(360) day year consisting of twelve (12) months of thirty (30) days each.
Notwithstanding the foregoing, the amount of interest due in the full or
partial calendar month at the beginning of the term of this Note will be
calculated on the basis of the actual number of days during which the
principal balance of this Note is outstanding. Borrower acknowledges and
agrees that the calculation of interest on the basis described in the
preceding sentences may result in the accrual and payment of interest in
amounts greater than those which would be payable if interest were
calculated on the basis of a three hundred sixty-five (365) day year.
2.1.3 Default Rate of Interest. From and after the earlier of either
(a) the occurrence of an Event of Default; or (b) the maturity of this Note
(whether the stated Maturity Date of this Note or the maturity date
resulting from Lender's acceleration of unpaid principal and interest)
subject to the provisions of Section 2.2.9 below, additional interest on the
unpaid principal balance of this Note (under both the Initial Advance and
the Reserve Advance) shall immediately accrue at a rate equal to
ten percent (10%) per annum. Such interest shall be in addition to
the interest specified in Sections 2.1.1 and 2.1.2 above.
2.1.4 Usury Protection Notwithstanding anything contained in this
Note to the contrary, if collection from Borrower of interest at the
foregoing interest rate would be contrary to applicable laws, then the
interest rate in effect on any day shall be the highest interest rate which
may be collected from Borrower under applicable laws on such day. If, under
any circumstances, Lender shall ever receive as interest an amount that
exceeds the highest lawful rate, the amount that would be excessive interest
shall be applied to reduce the unpaid principal balance under this Note and
not to pay interest, or, if such excessive interest exceeds the unpaid
principal balance under this Note, such excess shall be refunded to
Borrower.
2.1.5 Interest Comencement. Interest on the Initial Advance shall
commence on the date Loan proceeds are initially deposited into an escrow
for the benefit of Borrower and regardless of the date they are subsequently
disbursed therefrom, provided that the period for which interest accrues
prior to release of funds from escrowdoes not exceed one (1) day.
Interest on any Reserve Advance shall commence on the date the funds are set
aside for the benefit of Borrower notwithstanding the date released to, or
for, Borrower.
2.2 Payments.
2.2.1 Periodic Payment Date. Unless sooner accelerated, payments due
under the Note until the Maturity Date shall be made on the first (1st)
calendarday of each month (each a "Payment Date") commencing on 10-01-2023
2.2.2 Maturity Date. Unless sooner accelerated, the entire unpaid
principal balance of this Note plus all accrued and unpaid interest thereon
plus all other obligations owed under this Note shall be due and payable on
the Maturity Date.
2.2.3 Interest Only Payments. From the interest commencement dates
set forth in Section 2.1.5 above, payments shall be made on each Payment
Date of all accrued interest due and owing as of such Payment Date, which is
currently calculated to be in the sum of $1,411.67 based on the
maximum aggregate amount of the Initial Advance and any Reserve Advance. if
Borrower prepays part of the outstanding principal balance ofthis Note, or
if the outstanding principal balance ofthis Note is reduced by application
of any Reserve Advance surplus (as provided in Schedule Aof this Note, if
applicable) or for any other reason, Borrower's periodic Interest Pavments
shall be changed accordingly.
2.2.4
Balloon Payment. BORROWER ACKNOWLEDGES AND AGREES THAT (1) THE
LOAN EVIDENCED BY THIS NOTE IS NOT AN AMORTIZING LOAN: AND(2)THE ENTIRE
PRINCIPAL AMOUNTO F THIS NOTE SHALL BE DUE AND PAYABLE ON THE MATURITY
DATE OF THIS NOTE.
2.2.5 Prepayment. Borrower may prepay at any time all or part of the
outstanding principal balance of this Note without a prepayment fee. If the
loan calls for principal payments in installments, all prepayments of
principal shall be applied on the most remote principal installment or
installments then unpaid
2.2.6 Payment Application. All payments under this Note shall be
credited first to charges, fees, costs, and expenses payable by Borrower
("Borrower Fees") under this Note, or in connection with the obligations
evidenced by this Note, second to accrued interest then due, thereafter to
unpaid principal. For any particular Payment Date, the Lender retains the
option to postpone the crediting of payments to Borrower Fees, if and only
if the Borrower's payment on such Payment Date, after deducting Borrower
Fees, would otherwise be insufficient to pay the accrued interest and unpaid
principal due on such Payment Date. If any payment of interest is not made
when due, at the option of Lender, such interest payment shall bear interest
at the same rate as principal from and after the due date of the interest
payment. all payments due under this Note shall be made as provided in
Section 2.2.10 below. The receipt of any check or other physical item of
payment (a "Payment Item ") by Lender, at its option, either (a)
shall be rejected and not considered a payment or (b) shall not be
considered a payment until such Payment Item is honored when presented for
pavment at the drawee bank or institution, and Lender, at its option, may
delay the credit of such payment until such Payment Item is so honored. Upon
the occurrence of any Event of Default, the Lender, at its option, shail
have the right to apply all payments made under this Note to principal,
interest, and other charges, fees, costs and expenses payable by Borrower
under this Note or in connection with the Loan in such order and amounts as
the Lender may determine in its sole and absolute discretion.
2.2.7 Initial Loan Fee. Concurrently with or prior to the execution
of this Note, Borrower shall pay to the Lender an origination fee ("Loan Fee"), as set forth in a final settlement statement or closing disclosure
delivered to Borrower. The entire Loan Fee shall be deemed to be fully
earned by the Lender as of the interest commencement dates set forth in
Section 2.1.5, and no part of the Loan Fee shall be refundable to Borrower,
whether or not the principal balance of the Loan is prepaid prior to the
Maturity Date subject to the provisions of Exhibit B (if applicable),
attached hereto and incorporated herein.
2.2.8 Late Charge. Borrower shall immediately pay a late charge equal
to 5.0% of such installment of interest and/or principal toLender to
compensate Lender for administrative costs and expenses incurred in
connection with such late payment ifany installment of interest and/or
principal under this Note is not paid within fifteen (15) days from
the date on which it is due. Borrower agrees that the actual damages
suffered by Lender because of any late installment payment are extremely
difficult and impracticable to ascertain, and the late charge described in
this Section represents a reasonable attempt to fix such damages under the
circumstances existing at the time this Note is executed. Lender's
acceptance of any late charge shall not constitute a waiver of any of the
terms of this Note and shall not affect Lender's right to enforce any of its
rights and remedies against any Person liable for payment of this Note.
2.2.9 Extension Fee. If Borrower should not pay all obligations
outstanding on this Note upon the scheduled Maturity Date, Borrower hereby
authorizes Lender, at its sole discretion, to grant extensions ofthe term of
this Note beyond such scheduled Maturity Date for up to six (6) months each.
(a) If any such extension is granted, (i) Interest will continue to accrue
as specified in this Note; (i) the payments specified in this Note shall be
due and owing; (ii) Borrower shall continue to make the payments ofInterest
(and Principal if applicable) on the Periodic Payment Date as provided
herein until the extended Maturity Date; and (iv) the term "Maturity Date"
in this Agreement will be deemed to mean the originally scheduled Maturity
Date, plus the cumulative length of any extensions granted pursuant to this
section.
(b) As consideration for extending the maturity, Borrower hereby authorizes
a charge equal to a maximum of one percent (1.00%) of the current
principal loan balance for the first extension granted and an amount in the
discretion ofthe Lender for any subsequent extension. This fee, whether for
the initial or any subsequent extension, which shall be due and owing at the
time of each extension, may be adjusted in amount in the sole and absolute
discretion of Lender.
(c) To effect any extension under this section, Lender need only send
written notice to Borrower after the original Maturity Date indicating
Lender's election to grant an extension and identifying the new Maturity
Date.
2.2.10 Method of Payment and Servicing of Loan. Borrower will make
all payments under the Note by automatically-debited Automated Clearing
House(ACH) from a business-purpose account to be designated by Borrower at
closing, and in accordance with the written instructions provided by Lender
to Borrower at closing or from time to time thereafter.
3. Default and Remedies
3.1 Events of Default. Lender, at its option, may declare Borrower to be in default under this
Agreement and the other Loan Documents upon the occurrence ofany or all
ofthe following events (the declaration of such adefault by the Lender shall
constitute an "Event of Default"):
3.1.1 Payment or Performance. Borrower fails to pay any payment or
perform any obligation due under this Note within ten (10) days of
the date due, or to pay the entirety of the amount due hereunder within
ten (10) days of the Maturity Date (whether the due date of any such
payment is the date expressly set forth herein or is determined by
extension, acceleration, or otherwise).
3.1.2 Event of Default. Any Event of Default as defined in the Loan
Documents, including any Guaranty.
3.1.3 Breach of Representations or Warranties. Borrower's breach of
the representations and warranties in this Note and the other Loan
Documents.
3.2 Remedies. Upon the Lender's election to declare Borrower
to be in default under the Loan Documents pursuant to Section 3.1 above,
Borrower shall be deemed to be in default under the Note, and the Lender
shall have the right to do any or all of the following without notice or
demand (except as required by law):
3.2.1 Discontinue Release of Funds. Discontinue any Advances or
withhold the release of any Advances under the Note.
3.2.2 Acceleration. Declare the entire unpaid balance of principal
and all accrued and unpaid interest, costs and expenses then due and payable
under this Note to be immediately due and payable, even though the time of
maturity as expressed herein shall not have arrived. The Lender may withdraw
such amount or any portion thereof via automatic payment or ACH, without
notice to the Borrower, as provided in the Automatic Payment Authorization
Agreement executed by the Borrower.
3.2.3 Declare Default. Declare a default under any or all of
Borrower's obligations under this Note or under the Security Instrument and
to proceed in accordance with Lender's rights and remedies under those
agreements.
3.2.4 Foreclose. Foreclose upon any security pledged under any
applicable pledge or security agreement and any other collateral securing
Borrower's obligations. pursuant to any right or remedy permitted by law,
including as set forth under the Security Instrument.
3.2.5 Exercise Other Rights. Exercise any other right or remedy
contained in any of Borrower's obligations, including as set forth under the
Security Instrument or Automatic Payment Authorization Agreement.
3.2.6 Assign. Collect or assign to any other person, individual or
entity ("Person") the right to collect any and all rents, profits or
proceeds from the property, collection and assignment of which shall not be
impaired by any act of Borrower.
3.2.7 Application. Immediately apply as against any and all amounts
due and owing under this Note the balance of any Reserve Advance funds, cash
or other security then on deposit with the Lender, loan servicer or Trustee
held as additional collateral.
3.2.8 Guranty. Make demand on any Guaranty.
3.2.9 Legal Remedies. Exercise any other right or remedy available at
law or in equity.
4. Borrower's Representations and Warranties. As a material inducement to the Lender's extension of credit to Borrower
in connection with the Loan. Borrower warrants and represents to the Lender
as follows:
4.1 Authority to Execute Note. Borrower has the full power and
authority to execute, deliverand perform its obligations under this Note,
and the execution, delivery and performance of this Note has been duly
authorized by al requisite action on the part of Borrower. If Borrower is a
corporation, partnership, limited liability company, trust or other entity,
the Person or Persons signing the Loan Documents on behalf of Borrower are
duly authorized to execute the Note and al other documents necessary to
consummate the Loan on behalf of Borrower.
4.2 Valid Obligations. The Note is a legal, valid and binding
obligation of Borrower, enforceable in accordance with its terms (except sa
enforcement may be limited by equitable principles and by bankruptcy,
insolvency, reorganization, moratorium or similar laws relating to
creditors' rights generally).
4.3 No Consents Required. No consent of any other Person and no
consent, approval, authorization or other action by or filing with any
governmental authority not previously obtained by Borrower is required in
connection with the execution, delivery and performance of this Note by
Borrower.
4.4 Borrower's Name. Borrower has set forth above its full and
correct name, and Borrower does not use any othernames or tradenames, except
for the trade names disclosed to Lender in writing
4.5 Commercial Loan. Borrower represents and warrants that the
proceeds of this loan will be used by Borrower only for business purposes.
If Borrower is a natural person. Borrower represents and warrants that
Borrower does not intend to, and will not. occupy or resideon the Property
oslong asthe Loan remains outstanding. If Borrower is a legal entity,
Borrower represents and warrants that no person affiliated with Borrower
intends to or will occupy or reside on the Property so long as the Loan
remains outstanding.
4.6 Borrower's Warranties. Borrower's warranties and representations
set forth in this Section 4 shall be true and correct and deemed made at the
time of execution of this Note and as of the date of each Advance, shall
survive the closing of the Loan, and shall remain true and correct as of the
date on which such warranties and representations are given.
4.7 Truth of Loan Application Documents. Borrower certifies that the
information Borrower (or Borrower's agents) provided to Lender in connection
with Borrower's loan application was true, correct and complete at the time
it was provided and remains true, correct and complete as of the date of
execution of this Note.
5. Waivers.(a) Waive presentment, demand for payment, protest, notice of demand, dishonor, protest, and nonpayment, and all other notices and demands in connection with the delivery, acceptance, performance, default under, and enforcement of this Note.
(b) Waive the right to assert any statute of limitations as a defense to the enforcement of this Note to the fullest extent permitted by law.
(c) Waive the benefits of any applicable law, regulation, or procedure which provides, in substance, that where cross demands for money exist between parties at any point in time when neither demand is barred by the applicable statute of limitations, and an action is thereafter commenced by one such party, the other party may assert the defense of payment, in that the two demands are compensated so far as they equal each other, notwithstanding that an independent action asserting the claim would, at the time of filing the response, be barred by the applicable statute of limitations.
(d) Consent to all extensions and renewals of the time of payment of this Note and to all modifications of this Note by the Lender and Borrower without notice to and without in any way affecting the liability of any person for payment of this Note.
(e) Consent to any forbearance by the Lender and to the release, addition, and substitution of any person liable for payment of this Note and of any or all of the security for this Note without notice to and without in any way affecting the liability of any person for payment of this Note.
6. Attorney Fees, Collection Costs and Impositions.Borrower agrees to pay all costs, expenses, charges, consultants' fees, expert witness fees, trustee's fees, foreclosure costs, costs of litigation or alternative dispute resolution proceeding, including, without limitation, those incurred preliminarily to the institution of any legal action or judicial or non-judicial proceeding, or in order to quantify or obtain recovery of the amount of such recoverable attorney's fees, costs, or expenses, or in connection with any appearing from any such action or proceeding), discovery costs and expenses, and attorney fees ("Collection Costs") paid or incurred by Lender, or adjudged by a court, arbitrator, or other tribunal in connection with:
(a) the interpretation, collection, or enforcement of this Note (including, without limitation, costs incurred in seeking collection of rents owing from any tenant of the Property), whether or not suit is filed;
(b) representing Lender in any bankruptcy, reorganization, receivership, or other proceedings affecting creditors' rights and involving a claim under this Note or the Security Instrument;
(c) actions taken to protect the lien of the Security Instrument or Lender's interests in the Property as Lender;
(d) actions taken to enforce any provision of this Note or the Security Instrument; and
(e) in defense of any claims brought by Borrower arising from the rights and obligations of the parties under the Loan Documents.
Borrower shall be obligated to pay all such Collection Costs, which shall be additional obligations of Borrower hereunder payable on demand, and shall bear interest at the Default Rate from the date of such demand until paid in full. Borrower shall also be obligated to pay for any and all incurred Imposition (as defined in the Security Instrument) costs, and such obligation shall be payable upon demand. The amount of such Impositions shall be included in the Borrower's principal balance and shall bear interest at the same rate as principal from and after the date of payment of the Imposition by the Lender.
7. Notice.Any notice required to be provided in this Note shall be given in writing and shall be sent:
(a) for personal delivery by a delivery service that provides a record of the date of delivery, the individual to whom delivery was made, and the address where delivery was made;
(b) by first-class certified United States mail, postage prepaid, return receipt requested;
(c) by a nationally recognized overnight courier service, marked for next-day business delivery; or
(d) by electronic transmission.
All notices shall be addressed to the party to whom such notice is to be given at the following address:
Lender Address: Kiavi Funding, Inc., c/o Loan Servicing.
2 Allegheny Center, Nova Tower ,2 Suite 200, Pittsburgh, PA 15212
Lender Email: servicing/@kiavi.com
Borrower Address: 20 W 22ND ST #1411, NEW YORK, NY, 10010, USA
Borrower Email: y@landa.app
or to such other address as aparty may designate by written notice to the other. All notices shall be deemed effective on the earliest of (a) actual receipt; (b) rejection of delivery, if delivery is attempted by personal service, mail or messenger; (c) if sent by certified mail, the third day on which regular United States mail delivery service is provided after the day ofmailing or, if sent by overnight delivery service, on the next day on which such service makes next-business-day deliveries after the day of sending; (d) if sent via email, upon electronic delivery unless thereafter there is electronic notice of tailed electronic delivery.
8. Applicable Law; Jurisdiction; Venue.The Loan Documents shall be governed by the state law selected in the Security Instrument, and Borrower hereby submits to the exclusive jurisdiction and venue of the Courts specified in the security instrument for any and all claims described there.
9. Time Is of the Essence.Time is of the essence with respect to al obligations of Borrower under this Note.
10. Multiple Interests of Lender.In the event that multiple parties are named as Lender or Beneficiary, or multiple parties hold beneficial interests in this Note or the Security Instrument, a vote of 51% or greater of the beneficial interests will be considered the majority necessary for any decision or action of Lender or Beneficiary under the terms of this Note and the Security Instrument.
11. Entire Agreement.This Note, the Security Instrument (and any and all riders), the Guaranty, and any other Loan Document contain the entire agreement concerning the subject matter of the Loan Documents and supersede all prior and contemporaneous negotiations, agreements, statements, understandings, terms, conditions, representations, and warranties, whether oral or written, by and among the Lender, Borrower, and Guarantors concerning the Loan which is the subject matter of the Loan Documents.
12. No Modifications or Amendments; No Waiver.Except as specified herein, no modification, amendment, change, or waiver of any provision of this Note ("Change or Waiver") shall be valid, binding, or effective unless it is in writing and signed by the party against whom enforcement of such Change or Waiver is sought. Additionally, a waiver of any provision in one event shall not be construed as a waiver of any other provision at any time, as a continuing waiver, or as a waiver of such provision on a subsequent event.
13.
Lender's Acceptance of Payment, Extensions of Time or Forbearance Not a
Waiver.The acceptance by Lender, loan servicer, or the Trustee of any payment, partial or otherwise, made hereunder, whether paid on or after the time that such payment becomes due as herein set forth, will not establish a custom or constitute a waiver of any of Lender's rights to enforce prompt payment or to enforce any of Lender's rights or any of the obligations of Borrower or any guarantor or endorser set forth in this Note or the Security Instrument, or otherwise provided at law or in equity. Any extension of time granted or tolerated by Lender with respect to any payment due hereunder or other forbearance with respect to the performance of any other term, provision, covenant, or agreement of this Note or the Security Instrument, or the taking or releasing of security or collateral for the payment of this Note, or in exercising or failing to exercise any right or power under this Note or the Security Instrument, shall not in any way release or affect the liability of Borrower, or any guarantor or endorser hereof, or any other party obligated to make any payment or render any performance hereunder. If Lender delays in exercising or fails to exercise any of its rights under this Note or the Security Instrument, that delay or failure shall not constitute a waiver of any Lender rights or of any breach, default, or failure of condition hereunder or thereunder. No waiver by Lender of any of its rights or of any such breach, default, or failure of condition shall be effective, unless the waiver is expressly stated in a writing signed by Lender.
14. Remedies Cumulative.All of Lender's rights and remedies under this Note shall be cumulative. Any failure of Lender to exercise any right or remedy under this Note or under any of the loan documents executed by Borrower shall not be construed as a waiver of the right to exercise the same or any other right or remedy at any time and from time to time, thereafter.
15. Severability.If any provision of the Loan Documents shall be held by any court of competent jurisdiction to be unlawful, voidable, void, or unenforceable for any reason, such provision shall be deemed to be severable from and shall in no way affect the validity or enforceability of the remaining provisions of the Loan Documents.
16. Interpretation.Whenever the context of this Note reasonably requires, all words used in the singular shall be deemed to have been used in the plural, and the neuter gender shall be deemed to include the masculine and feminine gender, and vice versa. The headings to sections of this Note are for convenient reference only and shall not be used in interpreting this Note. For purposes of this Note:
(a) the term "including" shall be deemed to mean "including without limitation";
(b) the term "document" shall be deemed to include all written contracts, commitments, agreements, and instruments; and
(c) the term "discretion," when applied to any determination, consent, or approval right by the Lender, shall be deemed to mean the Lender's sole but good-faith business judgment.
17. Assignment.This Note inures to and binds the heirs, legal representatives, successors, and assigns of Borrower and Lender; provided, however, that Borrower may not assign this Note or any proceeds of it or assign or delegate any of its rights or obligations without Lender's prior written consent in each instance. Lender, in its sole discretion, may transfer this Note and may sell or assign participations or other interests in all or any part of this Note and/or designate any other person as the holder hereof, all without notice to or the consent of Borrower.
18. Successors and Assigns.Whenever used herein, the terms "Lender" and "Borrower" shall be deemed to include their respective heirs, personal representatives, and permitted successors and assigns.
19. Cooperation.Borrower acknowledges that Lender and its successors and assigns may:
(a) Sell, transfer, pledge, or assign the Security Instrument, the Note, and other Loan Documents to one or more investors in a whole loan, in a rated or unrated public offering, or private placement;
(b) Participate in the Loan secured by this Mortgage to one or more investors in a rated or unrated public offering or private placement;
(c) Deposit the Security Instrument, the Note, and other Loan Documents with a trust, which trust may sell certificates to investors, evidencing an ownership interest in the trust assets, in a rated or unrated public offering or private placement;
(d) Otherwise sell or pledge the Loan or interest therein to investors in a rated or unrated public offering or private placement.
(The transactions referred to in clauses (a)-(d) are hereinafter referred to as "Secondary Market Transactions.")
Borrower shall, at Lender's expense, cooperate in good faith with Lender in effecting any such Secondary Market Transactions and shall cooperate in good faith to implement all requirements reasonably imposed by the participants involved in any Secondary Market Transactions (including, without limitation, a rating agency and/or an institutional purchaser, participant, or investor). This cooperation includes, without limitation:
- All structural or other changes to the Loan,
- Modifications to any documents evidencing or securing the Loan,
- Delivery of opinions of counsel acceptable to the rating agency or such other purchasers, pledgees, participants, or investors,
- Addressing such matters as the rating agency or such other purchasers, participants, or investors may require.
Provided, however, that Borrower shall not be required to modify any documents evidencing or securing the Loan that would modify:
(i) The interest rate payable under the Note,
(ii) The stated maturity of the Note,
(iii) The amortization of principal of the Note, or
(iv) Any other material terms or covenants of the Loan.
Borrower shall provide such information and documents relating to Borrower, the Property, the Leases, and any lessees as Lender or the rating agency or such other purchasers, pledgees, participants, or investors may reasonably request in connection with a Secondary Market Transaction. Lender shall have the right to provide to the rating agency or prospective purchasers, participants, or investors any information in its possession, including, without limitation, financial statements relating to Borrower, the Property, and any lessee.
Borrower acknowledges that certain information regarding the Loan and the parties thereto and the Property may be included in a private placement memorandum, prospectus, or other disclosure documents.
20. Loss, Theft, Destruction or Mutilation of Note.In the event of the loss, theft, or destruction of this Note, upon Borrower's receipt of a reasonably satisfactory indemnification agreement executed in favor of Borrower by the party who held this Note immediately prior to its loss, theft, or destruction, or in the event of the mutilation of this Note, upon Lender's surrender to Borrower of the mutilated Note, Borrower shall execute and deliver to such party or Lender, as the case may be, a new promissory note in a form and content identical to this Note in lieu of the lost, stolen, destroyed, or mutilated Note.
Joint and Several Liability.
20.1 Joint and Several.
Each person or party comprising Borrower shall be jointly and severally liable for the obligations of Borrower hereunder. If Borrower consists of more than one person, the occurrence of any Default or Event of Default with respect to any one or more of such persons shall constitute a Default or Event of Default, as applicable, and (in the case of an Event of Default) entitle the Lender to exercise its rights and remedies as provided above.
20.2 Married Individuals.
Each Borrower who is a married person agrees that the Lender shall have the right to recourse against his or her community property and separate property for any or all obligations to the fullest extent permitted by law.
Waiver of Right to Jury Trial.
Borrower irrevocably waives all rights to a jury trial in any action, suit, proceeding, or counterclaim of any kind directly or indirectly arising out of or in any way relating to this Note or any of the other Loan Documents, any or all of the real and personal property collateral securing this Note. The jury trial waiver contained in this section is intended to apply, to the fullest extent permitted by law, to any and all disputes and controversies that arise out of or in any way related to any or all of the matters described in the immediately preceding sentence, including, without limitation, contract claims, tort claims, and all other common law and statutory claims of any kind. This Note may be filed with any court of competent jurisdiction as Borrower's written consent to Borrower's waiver of a jury trial.
State Specific Provisions.
State specific provisions are outlined on Exhibit A(if applicable), attached here to and incorporated herein
IN WITNESS WHEREOF, Borrower has executed this Promissory Note Secured by the Security Instrument effective as of the date first written above.
BORROWER.
Landa App LLC - 6710 Sunset Hills Boulevard Rex GA LLC. A Delaware Limited Liability Company
-------------------------------------------------------------------------------------------
By: Landa Holdings, Inc.
By: Yishai Cohen, CEO & President
PROMISSORY NOTE
PROMISSORY NOTE EXHIBIT "A"
GEORGIA SPECIFIC PROVISIONS
Section 23.1 Inconsistencies.
In the event of any inconsistencies between the terms and conditions of this Section 23 and the other provisions of this Note, the terms and conditions of this Section 23 shall control and be binding.
Section 23.2 Security Deed.
All references herein to "Deed of Trust" are hereby replaced with "Deed to Secure Debt" or "Security Deed," as the case may be. All references to "trustor" contained herein are hereby replaced with "grantor," and all references to "beneficiary" contained herein are hereby replaced with "grantee."
Section 23.3 Attorney's Fees.
Whenever reference is made herein to "attorney's fees," "reasonable attorney's fees," or words of similar import, such reference shall mean attorney fees computed based upon the attorney's normal hourly rates and the amount of time expended, and not the statutory attorney's fees provided by O.C.G.A. 13-1-11.
IN WITNESS WHEREOF, Borrower has caused this instrument to be executed as of the date indicated on the Promissory Note Secured by the Security Instrument.
BORROWER:
Landa App LLC - 6710 Sunset Hills Boulevard Rex GA LC, A Delaware Limited Liability Company
-------------------------------------------------------------------------------------------
By: Landa Holdings, Inc.
By: Yishai Cohen, CEO & President
Landa APP (GM) (USOTC:RAWYS)
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