AMENDED AND RESTATED PROMISSORY NOTE A-2
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|$90,000,000.00 || ||New York, New York|
| || ||January 24, 2019|
Florida Documentary Stamp Taxes in the amounts required by law have been paid on the Security Instruments securing this instrument and recorded in Collier County, Florida, Palm Beach County, Florida, St. Lucie County, Florida, and Miami-Dade County, Florida.
WHEREAS, CITI REAL ESTATE FUNDING INC., a New York corporation, having an address at 388 Greenwich Street, 6th Floor, New York, New York 10013, (together with its respective successors and/or assigns A-2 Lender) and KEYBANK NATIONAL ASSOCIATION, a national banking association, having an address at 11501 Outlook, Suite 300, Overland Park, Kansas 66211 (together with its successors and assigns, A-1 Lender and with A-2 Lender, collectively, Lender) are the owners and holders of those certain notes set forth on Schedule I hereof (collectively, the Original Note), incorporated herein;
WHEREAS, the entities listed on Schedule II hereof, each a Delaware limited liability company having an address at 10 Terrace Road, Ladera Ranch, CA 92694 (each an Individual Borrower, and jointly, severally and collectively, Borrower) and Lender desire to combine, amend, and restate the terms and conditions of the Original Note into (i) this Amended and Restated Promissory Note A-2 by Borrower in favor of A-2 Lender (as the same may be modified, amended, supplemented, split, or extended, and any note(s) issued in exchange or replacement hereof, this Note A-2), and (ii) that certain Promissory Note A-1 made of even date herewith by Borrower in favor of A-1 Lender in the stated principal amount of $90,000,000.00 (as the same may be modified, amended, supplemented, split, or extended, and any note(s) issued in exchange or replacement thereof, Note A-1). This Note A-2 is not intended to constitute a novation or discharge of the indebtedness previously evidenced by the Original Note and consolidated herewith;
WHEREAS, all things necessary to make this Note A-2 the valid and legally binding obligation of Borrower in accordance with its terms have been done and performed; and
WHEREAS, Borrower and A-2 Lender intend these Recitals to be a material part of this Note A-2.
NOW, THEREFORE, by Borrowers execution and delivery to A-2 Lender, and A-2 Lenders acceptance of delivery from Borrower, of this Note A-2 (together with Borrowers execution and delivery to A-1 Lender, and A-1 Lenders acceptance of, the Note A-1) this Note A-2 and the Note A-1 combine, amend, modify and restate, without repaying, the Original Note:
FOR VALUE RECEIVED, Borrower, as maker, unconditionally promises to pay to A-2 Lender, or at such other place as the holder hereof may from time to time designate in writing, the principal amount of NINETY MILLION AND 00/100 DOLLARS ($90,000,000.00) (the Loan), or so much thereof as is advanced, in lawful money of the United States of America, with interest