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$3,700,000.00
February 12, 2009
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FOR VALUE RECEIVED, the
undersigned, SSTI 2526 Ritchie ST, LLC, a Delaware limited
liability company (herein, “Crescent Maker”), SSTI 5970
Centennial CIR, LLC, a Delaware limited liability company (herein,
“Florence Maker”), and SSTI 281 Richwood RD, LLC, a
Delaware limited liability company (herein, “Walton
Maker”, and together with Crescent Maker and Florence Maker,
hereafter collectively referred to as “Maker”), whose
address is 111 Corporate Drive, Suite 210, Ladera Ranch, California
92694, Attention: H. Michael Schwartz, hereby promises and agrees
to pay to the order of Garrard Street Enterprises, LLC, a Kentucky
limited liability corporation, having its principal office at 281
Richwood Road, Walton, Kentucky 41094, Attention: Greg Schrand
(“Lender”), the aggregate principal sum of Three
Million Seven Hundred Thousand Dollars ($3,700,000.00) ,
together with interest thereon as hereinafter provided, in lawful
money of the United States of America, on or before February 12,
2014.
The principal of this Note shall
bear interest on the unpaid balance thereof from date hereof and
shall accrue at an annual rate equal to Five Percent (5%)
per annum, commencing on the date hereof and continuing through and
including the third anniversary of this Note, and, thereafter
interest on the principal amount of this Note remaining unpaid from
time to time shall accrue at an annual rate equal to Six Percent
(6%) per annum . All interest on this Note shall be
computed daily on the basis of the actual number of days elapsed
over an assumed year consisting of three-hundred sixty (360) days.
All payments on this Note shall be applied first to the payment of
any expenses or charges payable hereunder, and next to accrued
interest, and then to the principal balance hereof.
Interest on this Note shall be
paid, in arrears, monthly, commencing on March 1, 2009 and
continuing on the first day of each successive month
thereafter, through and including the first day of March, 2014. A
mandatory prepayment of principal in the amount of Two Million
Fifty Thousand Dollars ($2,050,000.00) shall be due and payable
on the third anniversary of this Note. The entire unpaid principal
balance of this Note together with all accrued but unpaid interest
thereon, shall be due and payable on February 12, 2014.
This Note is secured by (i) that
certain Mortgage, Security Agreement and Financing Statement (the
“Florence Mortgage) of even date herewith executed by
Florence Maker for the benefit of Lender, and (ii) that other
certain Mortgage, Security Agreement and Financing Statement (the
“Walton Mortgage”, and together with the Florence
Mortgage, herein collectively called the “Mortgage”) of
even date herewith executed by Walton Maker for the benefit of
Lender.
If Maker
either (i) defaults in any payment required under this Note or the
Mortgage, which default is not cured within ten (10) days following
written notice thereof from Lender to Maker, or (ii) defaults in
the performance of any non-monetary obligation under this Note or
the Mortgage, which non-monetary default continues for a period of
thirty (30) days following written notice thereof from Lender to
Maker (unless such default by its nature is not curable within a
period of thirty (30) days in which event Maker shall be entitled
to such additional time as may be reasonably necessary to effect a
cure), then and in either such event, Lender may, at its option,
declare the entire unpaid principal balance of this Note, together
will all accrued and unpaid interest thereon, immediately due and
payable.
Any regular monthly payment on
this Note that is overdue for more than ten (10) days from its due
date shall, if requested by the holde