Exhibit 10.6


 




	
  

  	
  PROMISSORY NOTE
  $15,100,000.00 April 3, 2013 Morris Plains, New Jersey Loan No. 901000544 1.
  Promise to Pay. FOR VALUE RECEIVED, the undersigned, WU/LH 300 AMERICAN
  L.L.C., a Delaware limited liability company, and WUILH 500 AMERICAN L.L.C.,
  a Delaware limited liability company (collectively “Borrower”), jointly and
  severally, promise to pay in lawful money of the United States of America to
  the order of GENWORTH LIFE INSURANCE COMPANY, a Delaware corporation
  (“Lender”), at c/o Bank of America, RESF - Servicing, 900 West Trade Street,
  Suite 650, NC1-026-06-01, Charlotte, North Carolina 28255, or such other
  place either within or without the State of North Carolina as Lender may
  designate in writing from time to time, the principal sum of FIFTEEN MILLION
  ONE HUNDRED THOUSAND DOLLARS ($15,100,000.00), with interest from the date
  hereof on the unpaid principal balance !it the rate set forth below. 2.
  Interest. From the date hereof, interest shall accrue on the unpaid principal
  balance at the rate of THREE AND TWO-TENTHS PERCENT (3.2%) per annum. 3.
  Payments and Term. (a) Principal and interest shall be due and payable as
  follows: (i) A payment of all interest to accrue hereon from the Disbursement
  Date to and including the last day of the month during which the Disbursement
  Date occurs shall be due and payable on the Disbursement Date. For purposes
  of this Note, the “Disbursement Date” shall be the date on which disbursement
  of loan proceeds occurs. (ii) Monthly payments of interest only in the sum of
  FORTY THOUSAND TWO HUNDRED SIXTY-SIX DOLLARS AND SIXTY-SEVEN CENTS
  ($40,266.67) each shall be due and payable on the first day of each calendar
  month, commencing on June 1, 2013 and continuing on the first day of each
  calendar month thereafter to and including May 1, 2014. (iii) Monthly
  payments of principal and interest in the sum of SEVENTY-THREE THOUSAND ONE
  HUNDRED EIGHTY-SIX DOLLARS AND FIFTY-THREE CENTS ($73,186.53) each shall be
  due and payable on the first day of each calendar month, commending on June
  1, 2014 and continuing on the first day of each calendar month thereafter to
  and including the Maturity Date (hereinafter defined), such payments being
  based upon a twenty-flve (25) year amortization period beginning on May 1,
  2014. (iv) The entire indebtedness evidenced by this Note, if not sooner
  paid, shall be due and payable on April 30, 2018 (the “Maturity Date”). (b)
  All payments on account of the indebtedness evidenced by this Note shall be
  first applied to interest, costs and prepayment fees (if any) and then to
  principal. Interest shall be computed on the basis of a 360- day year
  consisting of twelve 30-day months.

  






 















	
  

  	
  4. Prepayment.
  This Note may be prepaid in full on a scheduled payment date, upon giving the
  holder of this Note (“Holder”) thirty (30) days prior written notice (which
  notice may be revoked by the Borrower without penalty), by paying, in
  addition to the outstanding principal balance at the date of prepayment (plus
  all accrued interest and other sums due under the terms of the Loan
  Documents, as that term is defined below), a Prepayment Fee. The Prepayment
  Fee is equal to the greater of: (i) 1% of the principal prepaid (principal
  outstanding after application of payment due on date of prepayment) at the
  date of prepayment or (ii) the present value computed on a monthly basis as
  of the date of prepayment of all future principal and interest payments due
  under this Note (starting with the first monthly payment due after the
  prepayment date and including any balloon payments) using the Discount Rate
  (as defined below) less the principal prepaid. No Prepayment Fee shall be due
  if this Note is prepaid (a) during the 90 days prior to the Maturity Date or
  (b) in connection with the application of insurance proceeds or any
  condemnation award. Except as specifically provided above, Borrower hereby
  expressly agrees that if, for any reason, a prepayment of any or all of this
  note is made, whether voluntary or upon or following any acceleration of the
  maturity date by Lender on account of any Event of Default (as hereinafter
  defined), including but not limited to any transfer or disposition as
  prohibited or restricted by the Mortgage (as hereafter defined), then
  Borrower shall be obligated to pay concurrently therewith, as a prepayment
  premium, the applicable Prepayment Fee specified above. The prepayment fee
  shall be due and payable in connection with all such payments, including but
  not limited to payments made by Borrower or any guarantor after the
  occurrence of any Event of Default, or payments made from the application of
  proceeds obtained in connection with any foreclosure or other sale of all or
  any collateral securing the loan evidenced hereby. Borrower agrees that
  Lender’s agreement to make the loan on the terms and conditions set forth in
  this Note constitutes adequate consideration, given individual weight by
  Borrower, for this agreement and acknowledges that, in making the loan on the
  terms and conditions set forth herein, Lender has given individual weight to
  the consideration afforded by this agreement. Discount Rate (defmed) The
  Discount Rate (DR) is the rate which when compounded monthly, is equivalent
  to the Reinvestment Rate (RR) when compounded semi-annually. The DR shall be
  rounded to the nearest one hundredth of one percent. For example, if the RR
  equaled 2.335%, then the DR would equal 2.34%. This is further defined as: DR
  = ((((1+RR/2)^2)^(1/12))-1)*12 Reinvestmeru Rate (defined) The Reinvestment
  Rate (RR) is the yield in percent per annum of the Treasury Constant Maturity
  Nominal l0 (TCM) that equals the remaining Weighted Average Life (WAL) of the
  Note as published 5 business days prior to the date of prepayment in the
  Federal Reserve Statistical Release H.l5 Selected Interest Rates. If the
  remaining WAL of this Note does not equal a.ny of the published TCM’s then
  the Reinvestment Rate will be determined by interpolating linearly between
  two TCM’s, one having a maturity as close as possible to, but greater than
  the remaining WAL of this Note and one having a maturity as close as possible
  to, but less than the remaining WAL of this Note. The RR shall be rotmded to
  the nearest one hundredth of one percent.

  






 















	
  

  	
  For example, if
  the remaining WAL of the Note on June 24, 2004 was 1.38 years then the RR
  would equal 2.335%. In this example the RR is arrived at by interpolating the
  1-year and 2-year TCM’s. On June 24, 2004 the 1-year TCM equaled 2.11% and
  the 2-year TCM equaled 2.74%. In the event the Federal Reserve Statistical
  Release H.15 Selected Interest Rates is discontinued or no longer published,
  the Holder of this Note shall, in its sole discretion, designate some other
  daily financial or governmental publication of national circulation to
  determine the Reinvestment Rate which moost nearly corresponds to the yield
  of the TCM. Weighted Average Life (defined) The Weighted Average Life (WAL)
  of the Note is the average number of years that each dollar ofun paid
  principal due on the Note remains outstanding. WAL is computed as the
  weighted-average time to the receipt of all future cash flows, using as the
  weights the dollar amounts of the principal paydowns. The WAL shall be
  rounded to the second decimal place (for example: 1.38). For example, for a
  loan with 17 months remaining and principal payments as detailed in Column B
  in the chart below, the WAL would equal 1.38 years. A B C Month X Principal
  Payment = Weighted Principal Payment 1 X $4,495 = $4,495 2 X $4,521 = $9,042
  3 X $4,547 = $13,641 4 X $4,574 = $18,295 5 X $4,600 = $23,002 6 X $4,627 =
  $27,763 7 X $4,654 = $32,579 8 X $4,681 = $37,451 9 X $4,709 = $42,378 10 X
  $4,736 = $47,361 11 X $4,764 = $52,401 12 X $4,792 = $57,498 13 X $4,819 =
  $62,653 14 X $4,848 = $67,866 15 X $4,876 = $73,138 16 X $4,904 = $78,469 17
  X $1,577,601 = $26,819,214 Totals: $1,652,747 $27,467,245 Column C = Column A
  X Column B WAL = (Total Column C / Total Column B) / 12 Lender shall notify
  Borrower of the amount and the basis of determination for the Prepayment Fee,
  which absent manifest error, shall be conclusive and binding upon Lender and
  Borrower. Borrower expressly understands, acknowledges and agrees that (i)
  the Prepayment Fee is fair and reasonable and represents a reasonable
  estimate of the fair compensation for the loss that Lender shall sustain due
  to the early pre-payment of the outstanding principal under the Note, (ii)
  its agreement to pay the Prepayment Fee is a material inducement to Lender to
  make the loan, without which inducement Lender would not make the loan and
  (iii) the Prepayment Fee shall be paid without prejudice to the right of Lender
  to collect and retain any and all other amounts or charges provided to be
  paid hereunder or under the other Loan Documents. 5. Events of Default. -3- 

  






 















	
  

  	
  (a) The
  occurrence of any one or more of the following shall constitute an Event of
  Default under this Note: (i) Borrower’s failure to make any payment of
  principal or interest when due hereon, followed by Borrower’s failure to make
  such payment within ten (10) days after written notice thereof given to
  Borrower by Lender; provided, however, that Lender shall not be obligated to
  give Borrower written notice prior to exercising its remedies with respect to
  such default if Lender had previously given Borrower during the previous
  twelve (12) month period a notice of default for failure to make a payment of
  principal or interest hereon. (ii) The occurrence of any other Event of
  Default, as that term is defined in the Mortgage referred to in the
  “Security; Loan Documents” section below. (b) Time is of the essence. Upon
  the occurrence of any Event of Default under this Note, (i) the entire
  principal balance hereof and all accrued interest shall, at the option of
  Lender, without notice, bear interest at a rate from time to time equal to
  five (5) percentage points over what would otherwise be the Note rate (or the
  maximum rate permitted by applicable law if that is less) from the date of
  occurrence of the event or circumstance giving rise to the Event of Default
  until the Event of Default is cured and (ii) the entire principal balance
  hereof and all accrued interest shall immediately become due and payable at
  the option of Lender, without notice. Lender’s failure to exercise any option
  hereunder shall not constitute a waiver of the right to exercise the same in
  the event of any subsequent default. Borrower acknowledges that, during the
  period of time that any payment of principal, interest or other amount due
  under this Note is delinquent, Lender will incur costs, expenses and losses
  attributable to such things as its loss of use of the moneys due and to the adverse
  impact on its ability to meet its other obligations and to avail itself of
  other opportunities. Borrower further acknowledges that the exact amount of
  the costs, expenses and losses would be extremely difficult or impractical to
  ascertain. Borrower and Lender agree that the increased rate of interest
  provided for in clause (b)(i) above represents a fair and reasonable estimate
  of the costs, expenses and losses Lender will incur by reason of any such
  delinquency in payment. (c) At Lender’s option, any written notice of default
  required to be given to Borrower hereunder may be given in the form of a
  statutory notice of default under the laws of the State of New Jersey
  relating to foreclosures of mortgages. 6. Late Charges. Borrower acknowledges
  that, if any monthly installment payment under this Note is not made when due
  (other than a balloon payment due upon maturity), Lender will as a result
  thereof incur costs not contemplated by this Note, the exact amount of which
  would be extremely difficult or impracticable to ascertain. Such costs
  include without limitation processing and accounting charges. Accordingly,
  except as may otherwise be mandated by applicable law, Borrower hereby agrees
  to pay to Lender with respect to each monthly installment payment which is
  not received by Lender within five (5) days of (and including) the date when
  due (four (4) days after the due date) a late charge equal to FIVE PERCENT
  (5%) of the amount of the payment. Borrower and Lender agree that such late
  charge represents a fair and reasonable estimate of the costs Lender will
  incur by reason of such late payment. Acceptance of such late charge by
  Lender shall in no event constitute a waiver of the default with respect to
  the overdue amount, and shall not prevent Lender from exercising any of the
  other rights and remedies available to Lender. 7. Security: Loan Documents.
  This Note is secured, among other documents, by a Mortgage, Assignment of
  Rents and Leases, and Security Agreement (the “Mortgage”) encumbering
  property (the “Property”) located in Morris County, New Jersey. This Note,
  the Mortgage and all other related instruments and documents are collectively
  referred to herein as the “Loan Documents.” -4-

  






 















	
  

  	
  8. Collection
  Expenses. If there occurs any event or circumstance which is or which with
  the passage of time, the giving of notice, or both, will constitute an Event
  of Default, and in connection therewith Lender consults an attorney regarding
  the enforcement of any of its rights or remedies under this Note or any of the
  other Loan Documents, or if this Note is placed in the hands of an attorney
  for collection, or if suit is brought to enforce this Note or any of the
  other Loan Documents, Borrower promises to pay Lender on demand for all fees,
  costs and expenses, including reasonable attorneys’ fees, incurred in
  connection therewith. Such fees, costs and expenses shall include those
  incurred with or without suit and those incurred at or in preparation for any
  trial, appeal or review or in any proceedings under any present or future
  federal bankruptcy act or state receivership law, and any post-judgment
  collection proceedings. 9. Waivers. Except as expressly provided in this Note
  to the contrary, Borrower hereby waives presentment, protest and demand for
  payment, notice of protest, demand, dishonor and nonpayment of this Note. 10.
  Joint and Several Liability. The liability of each of the undersigned is
  joint and several with respect to all obligations hereunder. 11. Limitation
  of Liability. (a) Borrower is hereby released from all personal liability
  under the Loan Documents to the extent such release does not operate to
  invalidate the lien of the Mortgage. In the event of foreclosure of the
  Mortgage or other enforcement of the collection of the indebtedness evidenced
  by this Note, Lender agrees, and any holder hereof shall be deemed by
  acceptance hereof to have agreed, not to take a deficiency judgment against
  Borrower with respect to said indebtedness. (b) Notwithstanding the
  provisions of paragraph (a) of this “Limitation of Liability’’ section,
  however, Borrower shall be fully and personally liable to the holder of this
  Note for all claims, demands, damages, losses, liabilities, fines, penalties,
  fees, liens, costs and expenses, including attorneys’ fees, suffered or incurred
  by Lender on account of or in connection with: (i) Waste committed or
  knowingly permitted to the Property, or fraud or willful misrepresentation
  committed by Borrower; (ii) The retention of any rental income or other
  income arising with respect to the Property collected by Borrower after the
  occurrence of any event or circumstance which is or which with the passage of
  time, the giving of notice, or both will constitute an Event of Default and
  prior to the cure (if any) of such event or circumstance, to the extent that
  any such retained income is not used to pay capital or operating expenses of
  the Property; (iii) The retention of security deposits or other deposits made
  by tenants of the Property which are not paid to tenants when due or
  transferred to Lender or any other party acquiring the Property at a
  foreclosure sale or any transfer in lieu of foreclosure; (iv) The removal or
  disposition by Borrower of any personal property or fixtures encumbered by
  the Mortgage which are not replaced as required by the Mortgage; (v) The
  misapplication of any proceeds under any insurance policies or awards
  resulting from condemnation or the exercise of the power of eminent domain or
  by reason of damage or destruction to any portion of the Property or any
  building or buildings located thereon; -5-

  






 















	
  

  	
  (vi) Any
  property taxes or assessments which accrued prior to the earlier of (i)
  Lender, its nominee or any bidder at a foreclosure sale taking title to the
  Property or (ii) Borrower’s tender to Lender of a deed to the Property in
  recordable and insurable form; (vii) Borrower’s failure to maintain in full
  force and effect hazard, liability and other insurance coverages as required
  by the Mortgage; and (viii) Borrower’s failure to perform any obligations
  under the Environmental Indemnity executed in connection with this Note, and
  any other breach of covenant, breach of warranty or misrepresentation by
  Borrower under the Mortgage, the Environmental Indemnity or any of the other
  Loan Documents with respect to hazardous, toxic and dangerous wastes,
  substances and materials. There will be no liability to the Borrower for such
  wastes, substances and materials which are introduced to the Property
  subsequent to a permitted transfer of the Property by Borrower or to the
  Lender’s acquisition of title as a result of foreclosure or deed in lieu of
  foreclosure (the date of such transfer or acquisition being referred to as
  the “Transfer Date”); provided, however, the Borrower shall bear the burden
  of proof that the introduction and initial release of such wastes, substances
  and materials (i) occurred subsequent to the Transfer Date, (ii) did not
  occur as a result of any action of Borrower, and (iii) did not occur as a
  result of continuing migration or release of any such waste, substance or material
  introduced prior to the Transfer Date in, on, under or near the Property. Nor
  shall Borrower be entitled to the benefits of the provisions of paragraph (a)
  of this “Limitation of Liability” section upon the occurrence of any one or
  more of the events described in clauses (A), (B) or (C) below (the events
  described in clauses (A), (B) and (C) below being hereinafter collectively
  referred to as “Full Recourse Events”): (A) Without Lender’s prior written
  consent, the Property or any part thereof or interest therein is encumbered
  by any consensual lien or encumbrance other than that of the Mortgage;
  provided, however, that, for purposes of this clause (A), the lien or
  encumbrance of general property taxes or special assessments or of persons
  supplying labor or materials to or in connection with the Property shall not
  be deemed to be consensual in nature; or (B) Without Lender’s prior written
  consent, the Property or any part thereof or interest therein is sold (by
  contract or otherwise), conveyed or otherwise transferred; or (C) The filing
  of any bankruptcy or insolvency proceeding by Borrower. Upon the occurrence
  of any one or more Full Recourse Events, the provisions of paragraph (a) of
  this “Limitation of Liability” section shall immediately and automatically be
  of no further force or effect, and Borrower shall thereupon and thereafter
  have personal liability on this Note without regard to the provisions of
  paragraph (a) of this “Limitation of Liability” section. (c) The limitations
  on personal liability contained in paragraph (a) of this “Limitation of
  Liability section are not intended and shall not be deemed to constitute a
  forgiveness of the indebtedness evidenced by this Note or a release of the
  obligation to repay said indebtedness according to the terms and provisions
  hereof, but shall operate solely to limit the remedies otherwise available to
  the holder hereof for the enforcement and collection of such indebtedness.
  (d) As used in this “Limitation of Liability” section, the term “Borrower”
  includes (i) Borrower (and each of them, if more than one) and (ii) all
  general partners of any Borrower which is a general or limited partnership.
  The personal liability hereunder of all persons included with the term
  “Borrower” shall be joint and several. (e) The provisions of this “Limitation
  of Liability” section shall control over any conflicting provisions of this
  Note, the Mortgage or any other instrument or document executed in connection
  with the indebtedness evidenced hereby. -6-

  






 















	
  

  	
  12. Limitation
  on Interest and Loan Charges. Interest, fees and charges collected or to be
  collected in connection with the indebtedness evidenced hereby shall not
  exceed the maximum, if any, permitted by any applicable law. If any such law
  is interpreted so that said interest, fees and/or charges would exceed any
  such maximum and Borrower is entitled to the benefit of such law, then: (A)
  such interest, fees and/or charges shall be reduced by the amount necessary
  to reduce the same to the permitted maximum; and (B) any sums already
  collected from Borrower which exceeded the permitted maximum will be
  refunded. Lender may choose to make the refund either by treating the
  payments, to the extent of the excess, as prepayments of principal or by
  making a direct payment to Borrower. No prepayment premium shall be assessed
  on prepayments under this paragraph. The provisions of this paragraph shall
  control over any inconsistent provision of this Note or the Mortgage or any
  other document executed in connection with the indebtedness evidenced hereby.
  13. Governing Law. This Note shall be construed, enforced and otherwise
  governed by the laws of the State of New Jersey. 14. Lender. As used herein,
  the term “Lender” includes any subsequent holder of or participant in this
  Note. 15. Seal and Effective Date. This Promissory Note is an instrument
  executed under seal and is to be considered effective and enforceable as of
  the date set forth on the first page hereof, independent of the date of
  actual execution and delivery. 16. Waiver of Jury Trial. TO THE EXTENT
  PERMITTED BY LAW, LENDER AND BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND
  INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN ANY
  ACTION, WHETHER ARISING IN CONTRACT OR TORT, BY STATUTE OR OTHERWISE, IN ANY
  WAY RELATED TO THIS NOTE. BORROWER ACKNOWLEDGES THAT THIS PROVISION IS A
  MATERIAL INDUCEMENT FOR LENDER’S EXTENDING CREDIT TO MAKER THAT THE LENDER
  WOULD NOT HAVE EXTENDED CREDIT WITHOUT THIS JURY TRIAL WAIVER, THAT BORROWER
  HAS BEEN REPRESENTED BY AN ATTORNEY OR HAS HAD AN OPPORTUNITY TO CONSULT WITH
  AN ATTORNEY IN CONNECTION WITH THIS JURY TRIAL WAIVER TO UNDERSTAND THE LEGAL
  EFFECT OF THIS WAVIER, AND NO WAIVER OR LIMITATION OF LENDER’S RIGHTS UNDER
  THIS PARAGRAPH SHALL BE EFFECTIVE UNLESS IN WRITING AND MANUALLY SIGNED ON
  LENDER’S BEHALF. Borrower acknowledges that the above paragraph has been
  expressly bargained for by Lender as part of the loan evidenced hereby and
  that, but for Borrower’s agreement and the agreement of any other person
  liable for payment hereof thereto, Lender would not have extended the loan
  for the term and •with the interest rate provided herein. [Signatures Begin
  On Following Page] -7-

  






 















	
  

  	
  WU/LH 300
  AMERICAN L.L.C., a Delaware limited liability company By: GTJ Realty, LP, a
  Delaware limited partnership, Manager By: GTJ GP, LLC, a Maryland limited
  liability company, General Partner By: GTJ REIT, Inc., a Maryland limited
  corporation, Manager By: /s/ Louis Sheinker Name: Louis Sheinker Title:
  President WU/TH 500 AMERICAN L.L.C., a Delaware limited liability company By:
  GTJ Realty, LP, a Delaware limited partnership, Manager By: GTJ GP, LLC, a
  Maryland limited liability company, General Partner By: GTJ REIT, Inc., a
  Maryland corporation, Manager By: /s/ Louis Sheinker Name: Louis Sheinker
  Title: President