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$800,000.00
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 Crescent Springs Storage, L.L.C., 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 Eight
Hundred Thousand Dollars ($800,000.00) , 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 Four Hundred
Fifty Thousand Dollars ($450,000.00) 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 that
certain Mortgage, Security Agreement and Financing Statement (the
“Mortgage) of even date herewith executed by Crescent 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 holder of this Note, be increased
by an amount equal to five percent (5%) of the overdue payment, or
such lesser maximum amount as legally may be allowed.
Principal of this Note may be
repaid in w
