Exhibit 10.1
PROMISSORY
NOTE
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$400,000.00
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Phoenix, Arizona
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October 14, 2005
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Note Doc.101305400
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FOR VALUED RECEIVED, and legally bound hereby,
RRF LIMITED PARTNERSHIP (“Maker”), a Delaware
partnership, InnSuites Hospitality Trust, General Partner, an Ohio
real estate investment trust, having an office at 1615 East
Northern Avenue, Suite 102, Phoenix, Arizona 85020 hereby
promises to pay to the order of Rare Earth Financial LLC
(“Payee”), an Arizona limited liability company, 1615
East Northern Avenue, Suite 102, Phoenix, Arizona 85020 or a
such other place as the holder hereof may from time to time
designate in writing, the principal sum of FOUR HUNDRED THOUSAND
AND 00/100 DOLLARS ($400,000.00), with interest on the unpaid
principal balance thereon from time to time outstanding, at the
rate of seven percent (7.00%) per annum, computed on a three
hundred sixty (360)-day year, to be due and payable in one
installment of principal and interest as follows:
(A)
Commencing on April 15, 2006,
one annual payment of accrued but unpaid interest on the
outstanding principal balance hereunder; and on April 15, 2006
(the “Maturity date”), one payment in the amount of the
then unpaid principal balance hereunder and all sums and charges
due and unpaid by Maker (collectively, the
“Note”).
Payments shall be applied first to any charges
or sums (other than principal and interest) due and payable by
Maker, second to accrued and unpaid interest on the principal
balance hereof, and then to further reduce the principal balance of
this Note.
This note is secured in proportion by units held
by RRF Limited Partnership in Tucson Saint Mary’s
Suite Hospitality L.L.C.
At any time during the term of this Note Maker
may prepay all or part of the unpaid principal amount of the Note,
together with any accrued and unpaid interest thereon and any other
sums or charges due hereunder without any prepayment premium or
penalty.
Maker hereby waives for itself and, to the
fullest extent not prohibited by applicable law, for any subsequent
lienor, any right Maker may now or hereafter have under the
doctrine of marshaling of assets or otherwise which would require
Payee to proceed against certain property before proceeding against
any other property.
Maker hereby agrees that in the event part of
principal or interest is not paid when due or the entire Note is
not paid when due, then the rate of interest on this Note shall, at
the election of Payee upon ten (10) days prior written notice,
each of which is hereby expressly waived, be increased to nine and
00/100 percent (9.00%) per annum or the
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