EX-10.12




 Exhibit 10.12 

Version 20140210 
  

					
	$23,500,000.00	 		 	September 28, 2017

 PROMISSORY NOTE 

FOR VALUE RECEIVED, the undersigned, SSSST 700 W VIRGINIA ST, LLC, a Delaware limited liability company (“Borrower”),
hereby promises to pay to the order of NATIONWIDE LIFE INSURANCE COMPANY, an Ohio corporation (together with its successors and assigns, “Lender”), in lawful money of the United States of America and in immediately available
funds, at the lending office of Lender at One Nationwide Plaza, Fifth Floor, Columbus, Ohio 43215, Attention: Real Estate Investments, 1-05-701, or at such other place
as Lender may from time to time designate, on or before the Maturity Date, TWENTY-THREE MILLION FIVE HUNDRED THOUSAND AND NO/100 Dollars ($23,500,000.00), or the aggregate principal amount then outstanding pursuant to the Loan Agreement (as defined
below). Capitalized terms used herein without definition shall have the respective meanings ascribed thereto in the Loan Agreement referred to below. 

Borrower also promises to pay principal and/or interest in like currency and funds on the unpaid principal amount of the Loan made by Lender,
at said office, from the date hereof until paid at the rates, in the amounts, and on the dates provided in Section 2.3 of the Loan Agreement. 

This Promissory Note (this “Note”) is the Note referred to in the Loan Agreement, dated of even date herewith, between
Borrower and Lender (as amended, modified or supplemented and from time to time in effect, the “Loan Agreement”) and is entitled to the benefits thereof and of the other Loan Documents. 

If an Event of Default shall occur and be continuing, the principal of and accrued interest on this Note may be immediately declared to be due
and payable without demand or notice in the manner and with the effect provided in the Loan Agreement.  
 Borrower and any endorsers
or guarantors hereby waive presentment, demand, protest or notice of any kind in connection with this Note (unless otherwise specifically set forth in the Security Instrument, the Loan Agreement or the other Loan Documents), notice of acceleration
or intent to accelerate and diligence in collection. No failure to exercise, or delay in exercising, any rights hereunder on the part of Lender shall operate as a waiver of any such rights. 

This Note evidences all advances of the principal amount hereof made, interest due and all amounts otherwise owed to Lender under the Loan
Agreement. This Note is secured by the liens and security interests created under the Loan Documents (including those arising under the Security Instrument). Reference is made to the Loan Agreement for additional provisions relating to repayment of
the indebtedness evidenced by this Note, including mandatory repayment, application of payments, acceleration following default, late charges, default rate of interest, limitations on interest, restrictions on prepayment, notice addresses, and
participation interest (if any), and all of the terms, conditions and provisions of the Loan Agreement are incorporated herein by this reference. 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. 

  

					
	Domain at Tallahassee	 	1	 	Loan No. 00-1102733










 Borrower’s liability hereunder is subject to the limitation on liability provisions of
Article X of the Loan Agreement. 
 If any term or provision of this Note is found to be invalid or unenforceable, such invalidity or
unenforceability shall not affect the validity or enforceability of the remaining terms and provisions of this Note or any part thereof, which shall remain in full force and effect. 

This Note may not be amended or modified except by an agreement in writing signed by the party against whom enforcement is sought. 

In connection with the Loan and this Note, time shall be of the essence. 

THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF THE STATE OF FLORIDA, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS
OF LAW. 
 [SIGNATURE PAGE FOLLOWS] 

FLORIDA DOCUMENTARY STAMP TAX IN THE AMOUNT OF $82,250.00 HAS BEEN AFFIXED TO THE RECORDED MORTGAGE AND SECURITY AGREEMENT PURSUANT TO
SECTION 201.08, FLORIDA STATUTES. 

  

					
	Domain at Tallahassee	 	2	 	Loan No. 00-1102733










 [Signature Page to Promissory Note] 

IN WITNESS WHEREOF, Borrower has executed this Note as of the date first above written. 

 

					
	BORROWER:
	
	SSSST 700 W VIRGINIA ST, LLC, a Delaware limited liability company
		
	By:	 	Strategic Student & Senior Housing Trust, Inc., a Maryland corporation,
		 	its Manager
			
		 	By:	 	 /s/ H. Michael Schwartz

		 	Name:	 	H. Michael Schwartz
		 	Title:	 	Chief Executive Officer



  

					
	Domain at Tallahassee	 		 	Loan No. 00-1102733