EX-10.6



 Exhibit 10.6 

TERM NOTE 
  

			
	$30,000,000	  	March 10, 2014

 FOR VALUE RECEIVED, the undersigned, PMC COMMERCIAL TRUST, a real estate investment trust organized under the
laws of the State of Texas (“PMC”), WESTERN FINANCIAL CAPITAL CORPORATION, a Florida corporation (“Western Financial”), and PMC INVESTMENT CORPORATION, a Florida corporation (“PMC Investment”)
(collectively PMC, Western Financial and PMC Investment, the “Specified Borrowers” and individually, a “Specified Borrower”), jointly and severally, irrevocably and unconditionally promise to pay to the order of
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association with its office in Dallas, Texas (“Lender”, and together with each subsequent holder hereof, “Payee”), at the principal banking office of
Administrative Agent (hereinafter referenced) at 2200 Ross Avenue, Dallas, Texas 75201, (i) the principal amount of THIRTY MILLION AND NO/100 DOLLARS ($30,000,000) (or such lesser amount as shall equal the Principal Debt under the Term
Loan), on the dates and in the principal amounts provided for in the Credit Agreement, and (ii) interest on the unpaid principal amount of any Borrowing from time to time remaining outstanding and unpaid from the date of such Borrowing until it
shall be paid in full, at the rates per annum and on the dates provided for in the Credit Agreement. 
 All capitalized terms used herein
and not otherwise defined herein shall have the same meaning and effect as used and defined in that certain Amended and Restated Credit Agreement dated as of December 28, 2010 (as amended and otherwise modified, and in effect, the
“Credit Agreement”), by and among Borrowers, certain Lenders, and JPMorgan Chase Bank, National Association, as Administrative Agent for those Lenders. Reference is hereby made to the Credit Agreement for all intents and purposes.

 This Note is a “Term Note” executed by Specified Borrowers and is referred to in, governed by, and subject to, and is entitled
to the benefits of, the terms and provisions of the Credit Agreement as therein stated and referenced. Reference is hereby made to the Credit Agreement for a statement of the agreements, rights, remedies, benefits and obligations of Payee and the
covenants, agreements, rights, duties and obligations of Specified Borrowers in relation hereto, including provisions for acceleration of the maturity hereof, interest rate and amount limitations and voluntary and mandatory prepayments hereon; but
this reference to the Credit Agreement, or any provision thereof, shall not affect or impair the irrevocable, absolute and unconditional obligation of Specified Borrowers to pay principal of, and interest on, this Note when due. Unless the maturity
of this Note shall have sooner occurred, the outstanding principal balance of this Note and all accrued and unpaid interest thereon shall be finally and fully payable on the Term Loan Termination Date. 







 The date, amount, Type, and interest rate of any Borrowing made by Lender to Specified Borrowers,
and each payment made on account of the principal thereof, and accrued interest thereon, shall be recorded by Payee on its books and records, and prior to any transfer of this Note, endorsed by Payee on a schedule attached hereto or any continuation
thereof; and all recordations and endorsements made by Payee shall, absent manifest error, be conclusive of all such matters and binding on all Persons. Payee’s failure to make or error in making any such recordations or endorsements shall not
diminish, reduce or relieve Specified Borrowers’ obligation to pay (i) any Borrowing made by Lender and then outstanding and (ii) all accrued and earned interest on the amount thereof from time to time outstanding and unpaid, pursuant
to this Note. 
 Upon the occurrence of an Event of Default, this Note may be declared to be, or shall become, forthwith due, and
immediately payable in the manner, upon the conditions (if any) and with the effect, provided for and referred to in the Credit Agreement. 

If this Note is placed in the hands of an attorney for collection (whether or not any proceeding is filed in connection therewith), or
collected through suit, the Bankruptcy Court or any other judicial proceeding, Specified Borrowers irrevocably and unconditionally agree to pay all costs, expenses and fees incurred by Payee, including reasonable attorneys’ fees and expenses,
and any assessed court and related costs, in addition to all other amounts owing hereunder. 
 Specified Borrowers and all sureties,
endorsers, guarantors and other Persons ever liable for the payment of any sums payable on this Note, jointly and severally, waive notice, demand, notice of presentment, presentment, presentment for payment, demand for payment, non-payment, notice
of dishonor, dishonor, notice of intent to accelerate maturity, notice of acceleration of maturity, notice of intent to demand, protest, notice of protest, grace and all formalities and other notices of any and every kind, and filing of suit
or diligence in collecting this Note or enforcing (in whole or part) any security or guaranty now or hereafter for the payment of this Note, and consent and agree to any partial or full substitution, exchange or release of any such security or
guaranty or the partial or full release of any Person primarily or secondarily liable hereon, and consent and agree that it will not be necessary for any holder hereof, in order to enforce payment by it of this Note to first institute suit or
exhaust its remedies against Specified Borrowers or any other Persons liable herefor, or to enforce it rights against any such security herefor or guarantor or any other Person with respect hereto, and consent to any or all extensions, increases or
renewals or postponements, modifications or rearrangements of time or payment of this Note or any other indulgence with respect hereto, without notice thereof to, or consent thereto from, any of them. 

Each Specified Borrower and Payee hereby agrees that Chapter 346 of the Texas Finance Code, as amended, shall not apply to this Note or
the loan transaction evidenced by, and referred to in, the Credit Agreement in any manner, including without limitation, to any account or arrangement evidenced or created by, or provided for in, this Note or the Credit Agreement. 

This Note (including its validity, enforceability and interpretation) shall be governed by, and construed in accordance with, the laws of the
State of Texas (without regard to conflict of law principles) and, to the extent controlling, federal laws of the United States of America. This Note has been executed, delivered and accepted and is payable at, Dallas, Dallas County, Texas. 

  
 TERM NOTE – Page 2 








 THIS NOTE AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AS TO
THE SUBJECT MATTER HEREOF AND THEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. 

[Remainder of Page Intentionally Left Blank] 

  
 TERM NOTE – Page 3 








 
			
	PMC COMMERCIAL TRUST
		
	By:	 	/s/ Barry N. Berlin
		 	Barry N. Berlin
		 	Executive Vice President
		 	and Chief Financial Officer
	
	WESTERN FINANCIAL CAPITAL CORPORATION
		
	By:	 	/s/ Barry N. Berlin
		 	Barry N. Berlin
		 	Executive Vice President
		 	and Chief Financial Officer
	
	PMC INVESTMENT CORPORATION
		
	By:	 	/s/ Barry N. Berlin
		 	Barry N. Berlin
		 	Executive Vice President
		 	and Chief Financial Officer


 TERM NOTE – Signature Page