MEZZANINE PROMISSORY NOTE A-1
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|$27,500,000.00 || ||New York, New York|
| || ||January 24, 2019|
FOR VALUE RECEIVED, SST II MEZZ BORROWER, LLC, a Delaware limited liability company (SST II Mezz Borrower), SST II TRS MEZZ, LLC, a Delaware limited liability company (SST II TRS Mezz Borrower), SSGT TRS MEZZ, LLC, a Delaware limited liability company (SSGT TRS Mezz Borrower; SST II Mezz Borrower, SST II TRS Mezz Borrower and SSGT TRS Mezz Borrower are each an Individual Borrower, and jointly, severally and collectively, Borrower), each having an address at 10 Terrace Road, Ladera Ranch, CA 92694, as maker, unconditionally promises to pay to 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), or at such other place as the holder hereof may from time to time designate in writing, the principal amount of TWENTY-SEVEN MILLION FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($27,500,000.00) (the Loan), or so much thereof as is advanced, in lawful money of the United States of America, with interest thereon at the rate provided in that certain Mezzanine Loan Agreement dated as of the date hereof, between Borrower, as borrower, and A-1 Lender and Citigroup Global Markets Realty Corp. (A-2 Lender, together with A-1 Lender and their respective successors and/or assigns, Lender), as lenders (together with all amendments, extensions, renewals, modifications, consolidations, substitutions, replacements and restatements thereof, the Loan Agreement). Borrower promises to pay such outstanding principal and interest as and when required by and in accordance with the terms of this Mezzanine Promissory Note (as amended, restated, supplemented, increased, extended, split or otherwise modified from time to time, this Note) and the Loan Agreement. All capitalized terms not defined herein shall have the respective meanings set forth in the Loan Agreement.
1. This Note, together with that certain Mezzanine Promissory Note A-2 of even date herewith from Borrower to A-2 Lender in the stated principal amount of $27,500,000.00 (as amended, restated, supplemented, increased, extended, split or otherwise modified from time to time, Note A-2) (i) is being executed and delivered pursuant to the Loan Agreement, (ii) is the Note referred to in the Loan Agreement, and (iii) is secured by, among other things, the Pledge Agreement and the other Loan Documents. All of the terms, covenants and conditions contained in the Loan Agreement, the Pledge Agreement and the other Loan Documents are hereby made part of this Note to the same extent and with the same force as if they were fully set forth herein. In the event of a conflict or inconsistency between the terms of this Note and the Loan Agreement, the terms and provisions of the Loan Agreement shall govern.
2. Upon the occurrence of an Event of Default, then subject to and in accordance with the Loan Agreement, all obligations outstanding hereunder and under the Loan Agreement and other Loan Documents shall become immediately due and payable, and Lender shall have all rights and remedies provided for or available under the Loan Documents or applicable law.