Mezzanine A Promissory Note (Note B)



 Exhibit 10.120 
 MEZZANINE A PROMISSORY NOTE (NOTE B) 
  

			
		
	$20,000,000.00	 	New York, New York
		 	August 8, 2007

 FOR VALUE RECEIVED, NATIONAL INDUSTRIAL MEZZ A, LLC, a Delaware limited liability
company, having its principal place of business at c/o Hackman Capital Partners, LLC, 11111 Santa Monica Boulevard, Suite 950, Los Angeles, California 90025, 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 maximum principal sum of TWENTY MILLION AND 00/100 DOLLARS ($20,000,000.00) advanced pursuant to the terms of the Loan Agreement (defined below), 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 in the Loan Agreement), and to be paid in accordance with the terms of this Note and that certain Mezzanine A 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 Agreement. 
 ARTICLE 1 - PAYMENT TERMS 
 Borrower agrees to pay the principal sum of this Note and interest on the
unpaid principal sum of this Note from time to time outstanding at the rates and at the times specified in Article 2 of the Loan Agreement and the outstanding balance of the principal sum of this Note and all accrued and unpaid interest thereon
shall be due and payable on the Maturity Date. 
 ARTICLE 2 - DEFAULT AND ACCELERATION 
 The Debt shall without notice become immediately due and payable at the option of Lender if any payment required in this Note is not paid on or prior to
the date when due or if not paid on the Maturity Date or on the happening of any other Event of Default and in addition, Lender shall be entitled to receive interest on the entire unpaid principal sum at the Default Rate pursuant to the terms of the
Loan Agreement. This Article 2, however, shall not be construed as an agreement or privilege to extend the date of the payment of the Debt, nor as a waiver of any other right or remedy accruing to Lender by reason of the occurrence of any Event of
Default. 
 ARTICLE 3 - LOAN DOCUMENTS 
 This Note is secured by 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. 







 ARTICLE 4 - SAVINGS CLAUSE 
 This Note and the Loan Agreement are subject to the express condition that at no time shall Borrower be obligated or required to pay interest on the
principal balance of the Loan at a rate which could subject Lender to either civil or criminal liability as a result of being in excess of the Maximum Legal Rate. If, by the terms of this Note, the Loan Agreement or the other Loan Documents,
Borrower is at any time required or obligated to pay interest on the principal balance due hereunder at a rate in excess of the Maximum Legal Rate, the Applicable Interest Rate or the Default Rate, as the case may be, shall be deemed to be
immediately reduced to the Maximum Legal Rate and all previous payments in excess of the Maximum Legal Rate shall be deemed to have been payments in reduction of principal and not on account of the interest due hereunder. All sums paid or agreed to
be paid to Lender for the use, forbearance, or detention of the sums due under the Loan, shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term of the Loan until payment in
full so that the rate or amount of interest on account of the Loan does not exceed the Maximum Legal Rate of interest from time to time in effect and applicable to the Loan for so long as the Loan is outstanding. 
 ARTICLE 5 - NO ORAL CHANGE 
 This Note
may not be modified, amended, waived, extended, changed, discharged or terminated orally or by any act or failure to act on the part of Borrower or Lender, but only by an agreement in writing signed by the party against whom enforcement of any
modification, amendment, waiver, extension, change, discharge or termination is sought. 
 ARTICLE 6 - WAIVERS 
 Borrower and all others who may become liable for the payment of all or any part of the Debt do hereby severally waive presentment and demand for
payment, notice of dishonor, notice of intention to accelerate, notice of acceleration, protest and notice of protest and non-payment and all other notices of any kind. No release of any security for the Debt or extension of time for payment of this
Note or any installment hereof, and no alteration, amendment or waiver of any provision of this Note, the Loan Agreement or the other Loan Documents made by agreement between Lender or any other Person shall release, modify, amend, waive, extend,
change, discharge, terminate or affect the liability of Borrower, and any other Person who may become liable for the payment of all or any part of the Debt, under this Note, the Loan Agreement or the other Loan Documents. No notice to or demand on
Borrower shall be deemed to be a waiver of the obligation of Borrower or of the right of Lender to take further action without further notice or demand as provided for in this Note, the Loan Agreement or the other Loan Documents. If Borrower is a
partnership, the agreements herein contained shall remain in force and be applicable, notwithstanding any changes in the individuals or entities comprising the partnership, and the term “Borrower,” as used herein, shall include any
alternate or successor partnership, but any predecessor partnership and their partners shall not thereby be released from any liability. If Borrower is a corporation, the agreements contained herein shall remain in full force and be applicable
notwithstanding any changes in the shareholders comprising, or the officers and directors relating to, the corporation, and the term “Borrower” as used herein, shall include any 

  

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alternate or successor corporation, but any predecessor corporation shall not be relieved of liability hereunder. If Borrower is a limited liability company,
the agreements herein contained shall remain in force and be applicable, notwithstanding any changes in the members comprising the limited liability company, and the term “Borrower” as used herein, shall include any alternate or successor
limited liability company, but any predecessor limited liability company and their members shall not thereby be released from any liability. (Nothing in the foregoing sentence shall be construed as a consent to, or a waiver of, any prohibition or
restriction on transfers of interests in such partnership, corporation or limited liability company which may be set forth in the Loan Agreement, the Pledge Agreement or any other Loan Document.) If Borrower consists of more than one person or
party, the obligations and liabilities of each such person or party shall be joint and several. 
 ARTICLE 7 - TRANSFER 
 Upon the transfer of this Note, Borrower hereby waiving notice of any such transfer, Lender may deliver all the collateral mortgaged, granted, pledged or
assigned pursuant to the Loan Documents, or any part thereof, to the transferee who shall thereupon become vested with all the rights herein or under applicable law given to Lender with respect thereto, and Lender shall thereafter forever be
relieved and fully discharged from any liability or responsibility in the matter; but Lender shall retain all rights hereby given to it with respect to any liabilities and the collateral not so transferred. 
 ARTICLE 8 - EXCULPATION 
 Notwithstanding anything to the contrary contained in this Note, the liability of Borrower to pay the Debt and for the performance of the other agreements, covenants and obligations contained herein and in the Pledge Agreement, the Loan
Agreement and the other Loan Documents shall be limited as set forth in Section 9.4 of the Loan Agreement. 
 ARTICLE 9 - GOVERNING
LAW 
 This Note shall be governed in accordance with the terms and provisions of Section 10.3 of the Loan Agreement. 
 ARTICLE 10 - NOTICES 
 All notices or
other written communications hereunder shall be delivered in accordance with Section 10.6 of the Loan Agreement. 
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ON THIS PAGE] 
  

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 IN WITNESS WHEREOF, Borrower has duly executed this Note as of the day and year first above
written. 
  

													
	NATIONAL INDUSTRIAL MEZZ A, LLC, a Delaware limited liability company
		
	By:	 	 National Industrial Mezz B, LLC, a Delaware limited
 liability company, its Sole Member

			
		 	By:	 	 National Industrial Holdings, LLC, a Delaware
 limited liability company, its Sole Member

				
		 		 	By:	 	 New Leaf – KBS JV, LLC, a Delaware
 limited liability company, its Sole Member

					
		 		 		 	By:	 	 New Leaf Industrial Partners Fund,
 L.P., a Delaware limited partnership,
 its Managing Member

						
		 		 		 		 	By:	 	 /s/ Authorized Signatory

		 		 		 		 	Name:	 	
		 		 		 		 	Title: