Mezzanine Promissory Note Sample Contracts

Inland Residential Properties Trust, Inc. – First Amended and Restated Mezzanine Promissory Note (January 12th, 2018)

This Note is issued, in part, in exchange and replacement for, and evidences the same indebtedness (to the extent of Three Million Five Hundred Thousand and no/100 Dollars ($3,500,000.00)) incurred to the date hereof under that certain Mezzanine Promissory Note dated as of May 3, 2017 from Borrower to Lender in the original principal amount of NINE MILLION TWO HUNDRED THOUSAND AND NO/100 DOLLARS ($9,200,000.00) (the "Prior Note"). The indebtedness evidenced by the Prior Note is continuing indebtedness, and nothing in this Note shall be deemed to constitute a payment in full, settlement, or novation of the Prior Note, or the release of, or otherwise adversely affect, any lien, mortgage, or security interest securing such indebtedness or any rights of Lender against the undersigned, or any Guarantor of the Prior Note or this Note. All of the obligations of Borrower shall, from and after execution and delivery of this Note by Borrower, continue in full force and effect as set forth herein

KBS Strategic Opportunity REIT, Inc. – Senior Mezzanine Promissory Note (May 12th, 2017)

FOR VALUE RECEIVED, 110 WILLIAM MEZZ III, LLC, a Delaware limited liability company, as maker, having its principal place of business at 430 Park Avenue, 12th Floor, New York, NY 10022 (together with its permitted successors and assigns, collectively, "Borrower"), hereby unconditionally promises to pay MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC, a New York limited liability company, having an office at 1585 Broadway, New York, New York 10036 (together with its successors and assigns and such other lenders as may be party to the Loan Agreement (defined below) from time to time, "Lender" or "Lenders"), or at such other place as the holder hereof may from time to time designate in writing, the maximum principal sum of THIRTY-THREE MILLION EIGHT HUNDRED THIRTY THOUSAND SEVEN HUNDRED FIFTY TWO AND NO/100 DOLLARS ($33,830,752.00), or so much thereof as is advanced pursuant to that certain Senior Mezzanine Loan Agreement, dated the date hereof, among Borrower, MORGAN STANLEY MORTGAGE CAPITA

KBS Strategic Opportunity REIT, Inc. – Junior Mezzanine Promissory Note (May 12th, 2017)

FOR VALUE RECEIVED, 110 WILLIAM JUNIOR MEZZ III, LLC, a Delaware limited liability company, as maker, having its principal place of business at 430 Park Avenue, 12th Floor, New York, NY 10022 (together with its permitted successors and assigns, collectively, "Borrower"), hereby unconditionally promises to pay MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC, a New York limited liability company, having an office at 1585 Broadway, New York, New York 10036 (together with its successors and assigns and such other lenders as may be party to the Loan Agreement (defined below) from time to time, "Lender" or "Lenders"), or at such other place as the holder hereof may from time to time designate in writing, the maximum principal sum of THIRTY-THREE MILLION EIGHT HUNDRED THIRTY THOUSAND SEVEN HUNDRED FIFTY TWO AND NO/100 DOLLARS ($33,830,752.00), or so much thereof as is advanced pursuant to that certain Junior Mezzanine Loan Agreement, dated the date hereof, among Borrower, MORGAN STANLEY MORTGAGE

Inland Residential Properties Trust, Inc. – Mezzanine Promissory Note (May 4th, 2017)

FOR VALUE RECEIVED, IRESI VERNON HILLS COMMONS, L.L.C., a Delaware limited liability company, having its principal place of business at 2901 Butterfield Road, Oak Brook, Illinois 60523 ("Borrower"), hereby unconditionally promises to pay to the order of PARKWAY BANK AND TRUST COMPANY, an Illinois banking corporation, having an address at 4800 N. Harlem Avenue, Harwood Heights, Illinois 60706 ("Lender"), or at such other place as the holder hereof may from time to time designate in writing, the principal sum of Nine Million Two Hundred Thousand and no/100 Dollars ($9,200,000.00), in lawful money of the United States of America with interest thereon to be computed from the date of this Mezzanine Promissory Note ("Note") at the Applicable Interest Rate (defined below), and to be paid in accordance with the terms of this Note.

Inland Real Estate Income Trust, Inc. – Mezzanine Promissory Note (January 3rd, 2013)

FOR VALUE RECEIVED, IREIT DG SPE II MEMBER, L.L.C., a Delaware limited liability company, having its principal place of business at 2901 Butterfield Road, Oak Brook, Illinois 60523 ("Borrower"), hereby unconditionally promises to pay to the order of JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a banking association chartered under the laws of the United States of America, as payee, having an address at 383 Madison Avenue, New York, New York 10179 ("Lender"), or at such other place as the holder hereof may from time to time designate in writing, the principal sum of Two Million Four Hundred Eighty Thousand and No/100 Dollars ($2,480,000), in lawful money of the United States of America with interest thereon to be computed from the date of this Note at the Applicable Interest Rate (defined below), and to be paid in accordance with the terms of this Note.

Strategic Realty Trust, Inc. – Mezzanine Promissory Note (February 8th, 2012)

FOR VALUE RECEIVED, TNP SRT WOODLAND WEST HOLDINGS, LLC, a Delaware limited liability company, as maker, having its principal place of business at 1900 Main Street, Suite 700, Irvine, California 92614 (together with its successors and permitted assigns, Borrower), hereby unconditionally promises to pay to the order of JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a banking association chartered under the laws of the United States of America, as payee, having an address at 383 Madison Avenue, New York, New York 10179 (together with its successors and assigns, Lender), or at such other place as the holder hereof may from time to time designate in writing, the principal sum of ONE MILLION THREE HUNDRED THOUSAND AND NO/100 DOLLARS ($1,300,000.00), in lawful money of the United States of America with interest thereon to be computed from the date of this Note at the Applicable Interest Rate (as defined below), and to be paid in accordance with the terms of this Note.

Global Income Trust, Inc. – Mezzanine Promissory Note (November 2nd, 2011)

FOR VALUE RECEIVED, GIT HERITAGE IV MEZZ, LLC, a Delaware limited liability company, as maker, having its principal place of business at 450 South Orange Avenue, Orlando, Florida 32801 (together with its successors and permitted assigns, Borrower), hereby unconditionally promises to pay to the order of JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a banking association chartered under the laws of the United States of America, as payee, having an address at 383 Madison Avenue, New York, New York 10179 (together with its successors and assigns, Lender), or at such other place as the holder hereof may from time to time designate in writing, the principal sum of Four Million and No/100 Dollars ($4,000,000.00), in lawful money of the United States of America with interest thereon to be computed from the date of this Note at the Interest Rate, and to be paid in accordance with the terms of this Note and that certain Mezzanine Loan Agreement, dated the date hereof, between Borrower and Lender (a

Senior Mezzanine Promissory Note (March 31st, 2009)

SW 131 ST. ROSE MEZZANINE BORROWER LLC, a Delaware limited liability company (Borrower), FOR VALUE RECEIVED, promises to pay to the order of BEHRINGER HARVARD ST. ROSE REIT, LLC, a Delaware limited liability company or its assigns (Lender), at such place as Lender may from time to time designate in writing, the principal sum of Twenty One Million Forty Three Thousand One Hundred Ninety Seven and No/100 Dollars ($21,043,197) or so much thereof as may from time to time have been advanced to Borrower under this Note, with Interest (as defined below) on the outstanding principal amount at the rates set forth herein. In no event shall the principal amount outstanding hereunder at any time exceed, when combined with the principal amount outstanding at any time under the Junior Mezzanine Promissory Note, dated December 31, 2008, from Borrower to Lender (the Junior Mezzanine Note), exceed in the aggregate Twenty One Million Forty Three Thousand One Hundred Ninety Seven and No/100 Dollars ($21

Mezzanine Promissory Note (December 14th, 2007)

Dover Saddlery, Inc., a Delaware corporation (Borrower), FOR VALUE RECEIVED, promises to pay to the order of BCA Mezzanine Fund, L.P., a Delaware limited partnership, or its assigns (Lender), to such Person(s) and at such place(s) as Lender may from time to time designate in writing, the principal sum of Five Million and No/100 DOLLARS ($5,000,000.00) or so much thereof as may from time to time have been advanced to Borrower under this Note with interest on the outstanding principal amount at the rates set forth herein.

Behringer Harvard Opportunity REIT I, Inc. – Mezzanine Promissory Note (June 14th, 2007)

FOR VALUE RECEIVED, BEHRINGER HARVARD SANTA CLARA M, LLC, a Delaware limited liability company, having an office at 15601 Dallas Parkway, Suite 600, Addison, Texas 75001, as maker (Borrower), hereby unconditionally promises to pay to the order of CITIGROUP GLOBAL MARKETS REALTY CORP., a New York corporation, having its place of business at 388 Greenwich Street, 11th Floor, New York, NY 10013, , as payee (Lender), or at such other place as the holder hereof may from time to time designate in writing, the principal sum of TWENTY- MILLION AND 00/100 DOLLARS ($20,000,000.00), in lawful money of the United States of America with interest thereon to be computed from the date of this Note at the Applicable Interest Rate, and to be paid in accordance with the terms of this Note and that certain Mezzanine Loan Agreement, dated the date hereof, between Borrower and Lender (the Loan Agreement). All capitalized terms not defined herein shall have the respective meanings set forth in the Loan Ag

Behringer Harvard Opportunity REIT I, Inc. – Mezzanine Promissory Note (February 7th, 2007)

BREOF UVA GP LLC, a Delaware limited liability company, BREOF UVA LLC, a Delaware limited liability company, PPC-UVA 15th Street Limited Partnership, a Texas limited partnership and PPC Charlottesville GP, Inc., a Texas corporation (Borrowers), FOR VALUE RECEIVED, promise to pay to the order of Behringer Harvard UVA, LLC, a Delaware limited liability company or its assigns (Lender), at such place as Lender may from time to time designate in writing, the principal sum of Six Million Forty Thousand Dollars ($6,040,000.00) or so much thereof as may from time to time have been advanced to Borrowers under this Note with Interest (as defined below) on the outstanding principal amount at the rates set forth herein.

Behringer Harvard Opportunity REIT I, Inc. – Mezzanine Promissory Note (February 7th, 2007)

BREOF TCU GP LLC, a Delaware limited liability company, BREOF TCU LLC, a Delaware limited liability company, Phoenix Berry Street Limited Partnership, a Texas limited partnership and Phoenix G.P. XVIII, Inc., a Texas corporation (Borrowers), FOR VALUE RECEIVED, promise to pay to the order of Behringer Harvard TCU, LLC, a Delaware limited liability company or its assigns (Lender), at such place as Lender may from time to time designate in writing, the principal sum of Eight Million One Hundred Twenty-Five Thousand Dollars ($8,125,000.00) or so much thereof as may from time to time have been advanced to Borrowers under this Note with Interest (as defined below) on the outstanding principal amount at the rates set forth herein.

Behringer Harvard Opportunity REIT I, Inc. – Junior Mezzanine Promissory Note (October 5th, 2006)

SW 108 Wagon Wheel JM LLC, a Delaware limited liability company (Borrower), FOR VALUE RECEIVED, promises to pay to the order of Behringer Harvard Alexan Nevada, LLC, a Delaware limited liability company or its assigns (Lender), at such place as Lender may from time to time designate in writing, the principal sum of Two Million Seven Hundred Seventy-Five Thousand Eight Hundred Seventy-Two Dollars ($2,775,872) or so much thereof as may from time to time have been advanced to Borrower under this Note with Interest (as defined below) on the outstanding principal amount at the rates set forth herein.

Behringer Harvard Opportunity REIT I, Inc. – Senior Mezzanine Promissory Note (October 5th, 2006)

SW 109 Wagon Wheel SM LLC, a Delaware limited liability company (Borrower), FOR VALUE RECEIVED, promises to pay to the order of Behringer Harvard Alexan Nevada, LLC, a Delaware limited liability company or its assigns (Lender), at such place as Lender may from time to time designate in writing, the principal sum of Six Million Nine Hundred Thousand Dollars ($6,900,000) or so much thereof as may from time to time have been advanced to Borrower under this Note with Interest (as defined below) on the outstanding principal amount at the rates set forth herein.

Behringer Harvard Opportunity REIT I, Inc. – Senior Mezzanine Promissory Note (September 28th, 2006)

GC 128 Voss SM LLC, a Delaware limited liability company (Borrower), FOR VALUE RECEIVED, promises to pay to the order of Behringer Harvard Alexan Voss, LLC, a Delaware limited liability company or its assigns (Lender), at such place as Lender may from time to time designate in writing, the principal sum of Six Million Eight Hundred Fifty Thousand Dollars ($6,850,000.00) or so much thereof as may from time to time have been advanced to Borrower under this Note with Interest (as defined below) on the outstanding principal amount at the rates set forth herein.

Behringer Harvard Opportunity REIT I, Inc. – Junior Mezzanine Promissory Note (September 28th, 2006)

GC 129 Voss JM LLC, a Delaware limited liability company (Borrower), FOR VALUE RECEIVED, promises to pay to the order of Behringer Harvard Alexan Voss, LLC, a Delaware limited liability company or its assigns (Lender), at such place as Lender may from time to time designate in writing, the principal sum of Six Million One Hundred Fifty Three Thousand Six Hundred Eighty Nine Dollars ($6,153,689.00) or so much thereof as may from time to time have been advanced to Borrower under this Note with Interest (as defined below) on the outstanding principal amount at the rates set forth herein.