Exhibit 10.14




	
  Loan No.: 502856399

  	
   

  	
  51 Imclone Drive,
  Branchburg, New Jersey

  






PROMISSORY NOTE




	
  $4,500,000.00

  	
   

  	
  May 9, 2006

  






FOR VALUE RECEIVED, the
undersigned, 51 CHUBB SPE LLC, a Delaware limited liability company (“Borrower”), having an
address c/o Mack-Cali
Realty, L.P. at 11 Commerce Drive, Cranford, New Jersey 07016, promises
to pay to the order of WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking
association (together with its successors and assigns, “Lender”), at the
office of Lender at Commercial Real Estate Services, 8739 Research Drive URP -
4, NC 1075, Charlotte, North Carolina 28262, or at such other place as Lender
may designate to Borrower in writing from time to time, the principal sum of FOUR
MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($4,500,000.00), together with
interest on so much thereof as is from time to time outstanding and unpaid,
from the date of the advance of the principal evidenced hereby, at the rate of
six and twenty-seven hundredths percent (6.27%) (the “Note Rate”), together with all other amounts due
hereunder or under the other Loan Documents (as defined herein), in lawful
money of the United States of America, which shall at the time of payment be
legal tender in payment of all debts and dues, public and private.


ARTICLE I



TERMS AND CONDITIONS


Section 1.1             Computation of Interest. Interest
shall be computed hereunder based on a 360-day year and based on the
actual number of days elapsed for any period in which interest is being
calculated including, without limitation, the Interest Only Period (hereinafter
defined), as more particularly set forth on Annex 1 attached hereto and
incorporated by this reference. Interest shall accrue from the date on which
funds are advanced hereunder (regardless of the time of day) through and
including the day on which funds are credited pursuant to Section 1.2
hereof.


Section 1.2             Payment of Principal and
Interest. Payments in federal funds immediately available at the place
designated for payment received by Lender prior to 2:00 p.m. local time on
a day on which Lender is open for business at said place of payment shall be
credited prior to close of business, while other payments, at the option of
Lender, may not be credited until immediately available to Lender in federal
funds at the place designated for payment prior to 2:00 p.m. local time on
the next day on which Lender is open for business. Such principal and interest
shall be payable in consecutive monthly installments of $27,765.83 each,
beginning on June 11, 2006 (the “First Payment Date”), and continuing on the
eleventh (11th) day of each and every calendar month thereafter through and
including April 11, 2016 (each, a “Payment Date”). On May 11, 2016 (the “Maturity Date”) (provided that in the event that there is a
Defeasance of the Loan pursuant to Section 1.5(d) hereof, the
Maturity Date shall









 



automatically be the Lockout
Expiration Date), the entire outstanding principal balance
hereof, together with all accrued but unpaid interest thereon, shall be due and
payable in full.


Section 1.3             Application of Payments. So
long as no Event of Default (as hereinafter defined) exists hereunder or under
any other Loan Document, each such monthly installment shall be applied, first,
to any amounts hereafter advanced by Lender hereunder or under any other Loan
Document, second, to any late fees and other amounts payable to Lender, third,
to the payment of accrued interest and last to reduction of principal.


Section 1.4             Payment of “Short Interest”.
If the advance of the principal amount evidenced by this Note is made on a date
other than a Payment Date, Borrower shall pay to Lender contemporaneously with
the execution hereof interest at the Note Rate for a period from the date
hereof through and including the tenth (10th) day of either (x) this month, in
the event that the date hereof is on or prior to the 11th of the month, and (y) the
immediately succeeding month, in the event that the date hereof is after the 11th of the month.


Section 1.5             Prepayment; Defeasance.


(a)           This Note may not be prepaid, in whole or in part (except
as otherwise specifically provided herein), at any time prior to the Payment
Date occurring three (3) Payment Dates immediately prior to the Maturity
Date (the “Lockout Expiration Date”). In the event that Borrower wishes
to have the Property (as hereinafter defined) released from the lien of the
Security Instrument prior to the Lockout Expiration Date, Borrower’s sole
option shall be a Defeasance (as hereinafter defined) upon satisfaction of the
terms and conditions set forth in Section 1.5(d) hereof. This
Note may be prepaid in whole but not in part without premium or penalty on any
Payment Date occurring on or after the Lockout Expiration Date provided (i) written
notice of such prepayment is received by Lender not more than ninety (90) days
and not less than thirty (30) days prior to the date of such prepayment, and (ii) such
prepayment is accompanied by all interest accrued hereunder through and
including the date of such prepayment and all other sums due hereunder or under
the other Loan Documents. If, upon any such permitted prepayment on any Payment
Date occurring on or after the Lockout Expiration Date, the aforesaid prior
written notice has not been timely received by Lender, there shall be due a
prepayment fee equal to the lesser of (i) thirty (30) days’ interest
computed at the Note Rate on the outstanding principal balance of this Note so
prepaid and (ii) interest computed at the Note Rate on the outstanding
principal balance of this Note so prepaid that would have been payable for the
period from, and including, the date of prepayment through the Maturity Date,
as though such prepayment had not occurred.


(b)           If, prior to the Lockout Expiration Date, the indebtedness
evidenced by this Note shall have been declared due and payable by Lender
pursuant to Article II hereof or the provisions of any other Loan Document
due to a default by Borrower, then, in addition to the indebtedness evidenced
by this Note being immediately due and payable, there shall also then be
immediately due and payable a prepayment fee in an amount equal to the Yield
Maintenance Premium (as hereinafter defined) based on the entire indebtedness
on the date of such acceleration. In addition to the amounts described in the
preceding sentence, in the event of any such acceleration or tender of payment
of such indebtedness occurs or is made on or prior to the first (1st)
anniversary of the date of this Note, there shall also then be immediately due
and 



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payable an additional prepayment fee of three
percent (3%) of the principal balance of this Note. The term “Yield Maintenance Premium”
shall mean an amount equal to the greater of (A) one percent (1%) of the
principal amount being prepaid, and (B) the present value of a series of
payments each equal to the Payment Differential (as hereinafter defined) and
payable on each Payment Date over the remaining original term of this Note and
on the Maturity Date, discounted at the Reinvestment Yield (as hereinafter defined)
for the number of months remaining as of the date of such prepayment to each
such Payment Date and the Maturity Date. The term “Payment Differential” shall mean an amount equal
to (i) the Note Rate less the Reinvestment Yield, divided by (ii) twelve
(12) and multiplied by (iii) the principal sum outstanding under this Note
after application of the constant monthly payment due under this Note on the
date of such prepayment, provided that the Payment Differential shall in no
event be less than zero. The term “Reinvestment Yield” shall mean an amount equal to
the lesser of (i) the yield on the U.S. Treasury issue (primary issue)
with a maturity date closest to the Maturity Date, or (ii) the yield on
the U.S. Treasury issue (primary issue) with a term equal to the remaining
average life of the indebtedness evidenced by this Note, with each such yield
being based on the bid price for such issue as published in the Wall Street
Journal on the date that is fourteen (14) days prior to the date of such prepayment
(or, if such bid price is not published on that date, the next preceding date
on which such bid price is so published) and converted to a monthly compounded
nominal yield. In the event that any prepayment fee is due hereunder, Lender
shall deliver to Borrower a statement setting forth the amount and
determination of the prepayment fee, and, provided that Lender shall have in
good faith applied the formula described above, Borrower shall not have the
right to challenge the calculation or the method of calculation set forth in
any such statement in the absence of manifest error, which calculation may be
made by Lender on any day during the fifteen (15) day period preceding the date
of such prepayment. Lender shall not be obligated or required to have actually
reinvested the prepaid principal balance at the Reinvestment Yield or otherwise
as a condition to receiving the prepayment fee.


(c)           Partial prepayments of this Note shall not be permitted,
except for partial prepayments resulting from Lender’s election to apply
insurance or condemnation proceeds to reduce the outstanding principal balance
of this Note as provided in the Security Instrument, in which event no
prepayment fee or premium shall be due unless, at the time of either Lender’s
receipt of such proceeds or the application of such proceeds to the outstanding
principal balance of this Note, an Event of Default, or an event which, with
notice or the passage of time, or both, would constitute an Event of Default,
shall have occurred, which default or Event of Default is unrelated to the
applicable casualty or condemnation, in which event the applicable prepayment
fee or premium shall be due and payable based upon the amount of the prepayment.
No notice of prepayment shall be required under the circumstances specified in
the preceding sentence. No principal amount repaid may be reborrowed. Any such
partial prepayments of principal shall be applied to the unpaid principal
balance evidenced hereby but such application shall not reduce the amount of
the fixed monthly installments required to be paid pursuant to Section 1.2
above. Except as otherwise expressly provided in this Section, the prepayment
fees provided above shall be due, to the extent permitted by applicable law,
under any and all circumstances where all or any portion of this Note is paid
prior to the Maturity Date, whether such prepayment is voluntary or
involuntary, including, without limitation, if such prepayment results from
Lender’s exercise of its rights upon Borrower’s default and acceleration of the
Maturity Date of this Note (irrespective of whether foreclosure proceedings
have been commenced), and shall be in addition to any other sums due hereunder
or under any of the other Loan Documents. No tender of a 



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prepayment of this Note with respect to which
a prepayment fee is due shall be effective unless such prepayment is
accompanied by the applicable prepayment fee.


(d)           (i)  On any Payment Date on or after the earlier to
occur of (x) three (3) years following the first Payment Date hereunder,
and (y) the day immediately following the date which is two (2) years
after the “startup day,” within the meaning of Section 860G(a) (9) of
the Internal Revenue Code of 1986, as amended from time to time or any
successor statute (the “Code”),
of a “real estate mortgage investment conduit,” within the meaning of Section 860D
of the Code (a “REMIC Trust”),
that holds this Note, and provided no Event of Default has occurred and is
continuing hereunder or under any of the other Loan Documents, at Borrower’s
option, Lender shall cause the release of the Property from the lien of the
Security Instrument and the other Loan Documents (a “Defeasance”) upon the satisfaction of the
following conditions:


(A)          Borrower
shall give not more than ninety (90) days’ or less than sixty (60) days’ prior
written notice to Lender specifying the date Borrower intends for the
Defeasance to be consummated (the “Release Date”), which date shall be a Payment
Date.


(B)           All
accrued and unpaid interest and all other sums due under this Note and under
the other Loan Documents up to and including the Release Date shall be paid in
full on or prior to the Release Date.


(C)           Borrower
shall deliver to Lender on or prior to the Release Date:


(1)           a
sum of money in immediately available funds (the “Defeasance Deposit”) equal to the outstanding
principal balance of this Note plus an amount, if any, which together with the
outstanding principal balance of this Note, shall be sufficient to enable
Lender to purchase, through means and sources customarily employed and
available to Lender, for the account of Borrower, (x) direct,
non-callable, fixed rate obligations of the United States of America or (y) non-callable,
fixed rate obligations, other than U.S. Treasury Obligations, that are “government
securities” within the meaning of Section 2(a)(16) of the Investment
Company Act of 1940, as amended, that provide for payments prior, but as close
as possible, to all successive monthly Payment Dates occurring after the
Release Date and to the Lockout Expiration Date, with each such payment being
equal to or greater than the amount of the corresponding installment of
principal and/or interest required to be paid under this Note (including, but
not limited to, the scheduled outstanding principal balance of the Loan due on
the Maturity Date based upon payments of principal and interest through the
Lockout Expiration Date) for the balance of the term hereof (the “Defeasance Collateral”),
each of which shall be duly endorsed by the holder thereof as directed by Lender
or accompanied by a written instrument of transfer in form and substance
satisfactory to Lender in its sole discretion (including, without limitation,
such instruments as may be required by the depository institution holding such
securities or the issuer 



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thereof, as the case may be, to effectuate book-entry transfers and
pledges through the book-entry facilities of such institution) in order to
perfect upon the delivery of the Defeasance Security Agreement (as hereinafter
defined) the first priority security interest in the Defeasance Collateral in
favor of Lender in conformity with all applicable state and federal laws
governing granting of such security interests.


(2)           a
pledge and security agreement, in form and substance satisfactory to Lender,
creating a first priority security interest in favor of Lender in the
Defeasance Collateral (the “Defeasance
Security Agreement”);


(3)           a
certificate of Borrower certifying that all of the requirements set forth in
this subsection 1.5(d)(i) have been satisfied;


(4)           one
or more opinions of counsel for Borrower in form and substance and delivered by
counsel which would be satisfactory to Lender stating, among other things, that
(i) Lender has a perfected first priority security interest in the
Defeasance Collateral and that the Defeasance Security Agreement is enforceable
against Borrower in accordance with its terms, (ii) in the event of a
bankruptcy proceeding or similar occurrence with respect to Borrower, none of
the Defeasance Collateral nor any proceeds thereof will be property of Borrower’s
estate under Section 541 of the U.S. Bankruptcy Code, as amended, or any
similar statute and the grant of security interest therein to Lender shall not
constitute an avoidable preference under Section 547 of the U.S. Bankruptcy
Code, as amended, or applicable state law, (iii) the release of the lien
of the Security Instrument and the pledge of Defeasance Collateral will not
directly or indirectly result in or cause any REMIC Trust that then holds this
Note to fail to maintain its status as a REMIC Trust and (iv) the
defeasance will not cause any REMIC Trust to be an “investment company” under
the Investment Company Act of 1940;


(5)           evidence
in writing from any applicable Rating Agency (as defined in the Security
Instrument) to the effect that the Defeasance will not result in a downgrading,
withdrawal or qualification of the respective ratings in effect immediately
prior to such Defeasance for any Securities (as hereinafter defined) issued in
connection with the securitization which are then outstanding; provided,
however, no evidence from a Rating Agency shall be required if this Note
does not meet the then-current review requirements of such Rating Agency.


(6)           a
certificate in form and scope acceptable to Lender in its sole discretion from
an acceptable independent accountant certifying that the Defeasance Collateral
will generate amounts sufficient to make all payments of principal and interest
due under this Note through the Lockout Expiration Date and the outstanding
principal balance of the Loan 



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due on the Maturity Date based upon payments of principal and interest
through the Lockout Expiration Date;


(7)           Borrower
and any guarantor or indemnitor of Borrower’s obligations under the Loan
Documents for which Borrower has personal liability executes and delivers to
Lender such documents and agreements as Lender shall reasonably require to
evidence and effectuate the ratification of such personal liability and
guaranty or indemnity, respectively;


(8)           such
other certificates, documents or instruments as Lender may reasonably require;
and


(9)           payment
of all fees, costs, expenses and charges incurred by Lender in connection with
the Defeasance of the Property and the purchase of the Defeasance Collateral,
including, without limitation, all legal fees and costs and expenses incurred
by Lender or its agents in connection with release of the Property, review of
the proposed Defeasance Collateral and preparation of the Defeasance Security
Agreement and related documentation, any revenue, documentary, stamp,
intangible or other taxes, charges or fees due in connection with transfer of
the Note, assumption of the Note, or substitution of collateral for the
Property shall be paid on or before the Release Date. Without limiting Borrower’s
obligations with respect thereto, Lender shall be entitled to deduct all such
fees, costs, expenses and charges from the Defeasance Deposit to the extent of
any portion of the Defeasance Deposit which exceeds the amount necessary to
purchase the Defeasance Collateral.


(D)          In
connection with the Defeasance Deposit, Borrower hereby authorizes and directs
Lender using the means and sources customarily employed and available to Lender
to use the Defeasance Deposit to purchase for the account of Borrower the Defeasance
Collateral. Furthermore, the Defeasance Collateral shall be arranged such that
payments received from such Defeasance Collateral shall be paid directly to
Lender to be applied on account of the indebtedness of this Note. Any part of
the Defeasance Deposit in excess of the amount necessary to purchase the
Defeasance Collateral and to pay the other and related costs Borrower is
obligated to pay under this Section 1.5 shall be refunded to
Borrower.


(ii)      Upon
compliance with the requirements of subsection 1.5(d)(i), the Property shall be
released from the lien of the Security Instrument and the other Loan Documents,
and the Defeasance Collateral shall constitute collateral which shall secure
this Note and all other obligations under the Loan Documents. Lender will, at
Borrower’s expense, execute and deliver any agreements reasonably requested by
Borrower to release the lien of the Security Instrument from the Property.


(iii)     Upon
the release of the Property in accordance with this Section 1.5(d),
Borrower shall assign all its obligations and rights under this Note, together
with the 



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pledged Defeasance Collateral, to a newly created successor entity
which complies with the terms of Section 2.29 of the Security
Instrument designated by Lender in its sole discretion. Such successor entity
shall execute an assumption agreement in form and substance satisfactory to
Lender in its sole discretion pursuant to which it shall assume Borrower’s
obligations under this Note and the Defeasance Security Agreement. As conditions
to such assignment and assumption, Borrower shall (x) deliver to Lender an
opinion of counsel in form and substance satisfactory to a prudent lender and
delivered by counsel satisfactory to a prudent lender stating, among other
things, that such assumption agreement is enforceable against Borrower and such
successor entity in accordance with its terms and that this Note and the
Defeasance Security Agreement as so assumed, are enforceable against such
successor entity in accordance with their respective terms, and (y) pay
all costs and expenses (including, but not limited to, legal fees) incurred by
Lender or its agents in connection with such assignment and assumption
(including, without limitation, the review of the proposed transferee and the
preparation of the assumption agreement and related documentation). Upon such
assumption, Borrower shall be relieved of its obligations hereunder, under the
other Loan Documents other than as specified in Section 1.5(d)(i)(C)(7) above
and under the Defeasance Security Agreement (or other Defeasance document).


Section 1.6             Security. The indebtedness
evidenced by this Note and the obligations created hereby are secured by, among
other things, that certain mortgage, deed of trust or deed to secure debt,
security agreement and fixture filing (the “Security Instrument”) from Borrower for the
benefit of Lender, dated of even date herewith, covering the Property. The
Security Instrument, together with this Note and all other documents to or of
which Lender is a party or beneficiary now or hereafter evidencing, securing,
guarantying, modifying or otherwise relating to the indebtedness evidenced
hereby, are herein referred to collectively as the “Loan Documents”. All of the
terms and provisions of the Loan Documents are incorporated herein by reference.
Some of the Loan Documents are to be filed for record on or about the date
hereof in the appropriate public records.


ARTICLE II



DEFAULT


Section 2.1             Events of Default. It is
hereby expressly agreed that should any default occur in the payment of
principal or interest as stipulated above and such payment is not made on the
date such payment is due, or should any other default occur under any other
Loan Document and not be cured within any applicable grace or notice period (if
any), then an Event of Default (an “Event of Default”) shall exist hereunder, and in
such event the indebtedness evidenced hereby, including all sums advanced or
accrued hereunder or under any other Loan Document, and all unpaid interest
accrued thereon, shall, at the option of Lender and without notice to Borrower,
at once become due and payable and may be collected forthwith, whether or not
there has been a prior demand for payment and regardless of the stipulated date
of maturity.


Section 2.2             Late Charges. In the event
that any payment is not received by Lender on the date when due (subject to any
applicable grace period), then, in addition to any 



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default interest payments due hereunder,
Borrower shall also pay to Lender a late charge in an amount equal to five
percent (5%) of the amount of such overdue payment.


Section 2.3             Default Interest Rate. So
long as any Event of Default exists hereunder or under any other Loan Document,
regardless of whether or not there has been an acceleration of the indebtedness
evidenced hereby, and at all times after maturity of the indebtedness evidenced
hereby (whether by acceleration or otherwise), interest shall accrue on the
outstanding principal balance of this Note, from the date due until the date
credited, at a rate per annum equal to five percent (5%) in excess of the Note
Rate, or, if such increased rate of interest may not be collected under
applicable law, then at the maximum rate of interest, if any, which may be
collected from Borrower under applicable law (as applicable, the “Default Interest Rate”),
and such default interest shall be immediately due and payable.


Section 2.4             Borrower’s Agreements. Borrower
acknowledges that it would be extremely difficult or impracticable to determine
Lender’s actual damages resulting from any late payment or default, and such
late charges and default interest are reasonable estimates of those damages and
do not constitute a penalty. The remedies of Lender in this Note or in the Loan
Documents, or at law or in equity, shall be cumulative and concurrent, and may
be pursued singly, successively or together, in Lender’s discretion.


Section 2.5             Borrower to Pay Costs. In
the event that this Note, or any part hereof, is collected by or through an
attorney-at-law, Borrower agrees to pay all costs of collection, including, but
not limited to, reasonable attorneys’ fees.


Section 2.6             Exculpation. Notwithstanding
anything in this Note or the Loan Documents to the contrary, but subject to the
qualifications hereinbelow set forth, Lender agrees that:


(a)           Borrower shall be liable upon the indebtedness evidenced
hereby and for the other obligations arising under the Loan Documents to the
full extent (but only to the extent) of the security therefor, the same being
all properties (whether real or personal), rights, estates and interests now or
at any time hereafter securing the payment of this Note and/or the other
obligations of Borrower under the Loan Documents (collectively, the “Property”);


(b)           if a default occurs in the timely and proper payment of
all or any part of such indebtedness evidenced hereby or in the timely and
proper performance of the other obligations of Borrower under the Loan
Documents, any judicial proceedings brought by Lender against Borrower shall be
limited to the preservation, enforcement and foreclosure, or any thereof, of
the liens, security titles, estates, assignments, rights and security interests
now or at any time hereafter securing the payment of this Note and/or the other
obligations of Borrower under the Loan Documents, and no attachment, execution
or other writ of process shall be sought, issued or levied upon any assets,
properties or funds of Borrower other than the Property, except with respect to
the liability described below in this section; and


(c)           in the event of a foreclosure of such liens, security
titles, estates, assignments, rights or security interests securing the payment
of this Note and/or the other obligations of Borrower under the Loan Documents,
no judgment for any deficiency upon the 



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indebtedness evidenced hereby shall be sought
or obtained by Lender against Borrower, except with respect to the liability
described below in this section; provided, however, that,
notwithstanding the foregoing provisions of this section, Borrower shall be
fully and personally liable and subject to legal action (i) for proceeds
paid under any insurance policies (or paid as a result of any other claim or
cause of action against any person or entity) by reason of damage, loss or
destruction to all or any portion of the Property, to the full extent of such
proceeds not previously delivered to Lender, but which, under the terms of the
Loan Documents, should have been delivered to Lender, (ii) for proceeds or
awards resulting from the condemnation or other taking in lieu of condemnation
of all or any portion of the Property, to the full extent of such proceeds or
awards not previously delivered to Lender, but which, under the terms of the
Loan Documents, should have been delivered to Lender, (iii) for all tenant
security deposits or other refundable deposits paid to or held by Borrower or
any other person or entity in connection with leases of all or any portion of
the Property which are not applied in accordance with the terms of the
applicable lease or other agreement, except if Lender receives such tenant
security deposits or other refundable deposits and fails to refund same to the
applicable tenant(s) in accordance with such tenant’s lease, (iv) for
rent and other payments received from tenants under leases of all or any portion
of the Property paid more than one (1) month in advance, provided that
with respect to any taxes and/or operating expenses paid by any tenants in
other than monthly installments under the applicable lease, such payments shall
not be paid more than one installment in advance, (v) for rents, issues,
profits and revenues of all or any portion of the Property received or
applicable to a period after the occurrence of any Event of Default hereunder
or under the Loan Documents which are not either applied to the ordinary and
necessary expenses of owning and operating the Property or paid to Lender, (vi) for
waste committed on the Property, damage to the Property as a result of the
intentional misconduct or gross negligence of Borrower or any of its principals,
officers, general partners or members, any guarantor, any indemnitor, or any
agent or employee of any such person, or any removal of  all or any portion of the Property in
violation of the terms of the Loan Documents, to the full extent of the losses or
damages incurred by Lender on account of such occurrence, (vii) for
failure to pay any valid taxes, assessments, mechanic’s liens, materialmen’s
liens or other liens which could create liens on any portion of the Property
which would be superior to the lien or security title of the Security
Instrument or the other Loan Documents, to the full extent of the amount
claimed by any such lien claimant except, with respect to any such taxes or
assessments, to the extent that funds have been deposited with Lender pursuant
to the terms of the Security Instrument specifically for the applicable taxes
or assessments and not applied by Lender to pay such taxes and assessments, (viii) for
all obligations and indemnities of Borrower under the Loan Documents relating
to Hazardous Substances (as defined in the Security Instrument) or radon or
compliance with Environmental Laws (as defined in the Security Instrument) and
regulations to the full extent of any losses or damages (including those
resulting from diminution in value of any Property) incurred by Lender and/or
any of its affiliates as a result of the existence of such Hazardous Substances
or radon or failure to comply with such Environmental Laws or regulations, and (ix) for
fraud, material misrepresentation or failure to disclose a material fact, any
untrue statement of a material fact or omission to state a material fact in the
written materials and/or information provided to Lender or any of its
affiliates by or on behalf of Borrower or any of its affiliates, principals,
officers, general partners or members, any guarantor, any indemnitor or any
agent, employee or other person authorized or apparently authorized to make
statements, representations or disclosures on behalf of Borrower, any
affiliate, principal, officer, general 



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partner or member of Borrower, any guarantor
or any indemnitor, to the full extent of any losses, damages and expenses of
Lender and/or any of its affiliates on account thereof. References herein to
particular sections of the Loan Documents shall be deemed references to such
sections as affected by other provisions of the Loan Documents relating thereto.
Nothing contained in this section shall (1) be deemed to be a release or
impairment of the indebtedness evidenced by this Note or the other obligations
of Borrower under the Loan Documents or the lien of the Loan Documents upon the
Property, or (2) preclude Lender from foreclosing the Loan Documents in
case of any default or from enforcing any of the other rights of Lender except
as stated in this section, or (3) limit or impair in any way whatsoever (A) the
Indemnity and Guaranty Agreement (the “Indemnity Agreement”) or (B) the
Environmental Indemnity Agreement (the “Environmental Indemnity Agreement”), each of even
date herewith executed and delivered in connection with the indebtedness
evidenced by this Note or release, relieve, reduce, waive or impair in any way
whatsoever, any obligation of any party to the Indemnity Agreement or the
Environmental Indemnity Agreement.


Notwithstanding the foregoing,
the agreement of Lender not to pursue recourse liability as set forth in this Section 2.6
SHALL BECOME NULL AND VOID and shall be of no further force and effect in the
event of (i) a default by Borrower, Indemnitor (as defined in the Security
Instrument) or any general partner, manager or managing member of Borrower of
any of the covenants set forth in Section 2.9 of the Security Instrument
or a default by Borrower, Indemnitor or any general partner, manager or
managing member of Borrower which is a Single-Purpose Entity (as defined in the
Security Instrument) (if any) of the covenants set forth in Section 2.29
of the Security Instrument, or (ii) if the Property or any part thereof
shall become an asset in (A) a voluntary bankruptcy or insolvency proceeding
of Borrower or Indemnitor, or (B) an involuntary bankruptcy or insolvency
proceeding of Borrower or Indemnitor in which the Borrower or the Indemnitor
colludes or any of their affiliates with creditors in such bankruptcy or
insolvency proceeding and which is not dismissed within sixty (60) days of
filing or (C) Borrower
or Indemnitor or any of their affiliates intentionally interferes in any
material respect, directly or indirectly, with Lender’s exercise and/or
realization of Lender’s remedies under and as set forth in the Loan Documents
other than by the assertion of a good faith defense based upon a failure by
Lender to observe the provisions of this Section 2.6 of this Note.


Notwithstanding anything
to the contrary in this Note, the Security Instrument or any of the other Loan
Documents, Lender shall not be deemed to have waived any right which Lender may
have under Section 506(a), 506(b), 1111(b) or any other provisions of
the U.S. Bankruptcy Code to file a claim for the full amount of the indebtedness
evidenced hereby or secured by the Security Instrument or any of the other Loan
Documents or to require that all collateral shall continue to secure all of the
indebtedness owing to Lender in accordance with this Note, the Security
Instrument and the other Loan Documents.


ARTICLE III



GENERAL CONDITIONS


Section 3.1             No Waiver; Amendment. No
failure to accelerate the indebtedness evidenced hereby by reason of default
hereunder, acceptance of a partial or past due payment, or indulgences granted
from time to time shall be construed (i) as a novation of this Note or as
a 



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reinstatement of the indebtedness evidenced
hereby or as a waiver of such right of acceleration or of the right of Lender
thereafter to insist upon strict compliance with the terms of this Note, or (ii) to
prevent the exercise of such right of acceleration or any other right granted
hereunder or by any applicable laws; and Borrower hereby expressly waives the
benefit of any statute or rule of law or equity now provided, or which may
hereafter be provided, which would produce a result contrary to or in conflict
with the foregoing. No extension of the time for the payment of this Note or
any installment due hereunder made by agreement with any person now or
hereafter liable for the payment of this Note shall operate to release,
discharge, modify, change or affect the original liability of Borrower under
this Note, either in whole or in part, unless Lender agrees otherwise in
writing. This Note may not be changed orally, but only by an agreement in
writing signed by the party against whom enforcement of any waiver, change,
modification or discharge is sought.


Section 3.2             Waivers. Presentment for
payment, demand, protest and notice of demand, protest and nonpayment and all
other notices are hereby waived by Borrower. Borrower hereby further waives and
renounces, to the fullest extent permitted by law, all rights to the benefits
of any moratorium, reinstatement, marshaling, forbearance, valuation, stay,
extension, redemption, appraisement, exemption and homestead now or hereafter
provided by the Constitution and laws of the United States of America and of
each state thereof, both as to itself and in and to all of its property, real
and personal, against the enforcement and collection of the obligations
evidenced by this Note or the other Loan Documents.


Section 3.3             Limit of Validity. The
provisions of this Note and of all agreements between Borrower and Lender,
whether now existing or hereafter arising and whether written or oral,
including, but not limited to, the Loan Documents, are hereby expressly limited
so that in no contingency or event whatsoever, whether by reason of demand or
acceleration of the maturity of this Note or otherwise, shall the amount
contracted for, charged, taken, reserved, paid or agreed to be paid (“Interest”) to Lender
for the use, forbearance or detention of the money loaned under this Note
exceed the maximum amount permissible under applicable law. If, from any
circumstance whatsoever, performance or fulfillment of any provision hereof or
of any agreement between Borrower and Lender shall, at the time performance or
fulfillment of such provision shall be due, exceed the limit for Interest
prescribed by law or otherwise transcend the limit of validity prescribed by
applicable law, then, ipso facto, the obligation to be performed or fulfilled
shall be reduced to such limit, and if, from any circumstance whatsoever,
Lender shall ever receive anything of value deemed Interest by applicable law
in excess of the maximum lawful amount, an amount equal to any excessive
Interest shall be applied to the reduction of the principal balance owing under
this Note in the inverse order of its maturity (whether or not then due) or, at
the option of Lender, be paid over to Borrower, and not to the payment of
Interest. All Interest (including any amounts or payments judicially or
otherwise under the law deemed to be Interest) contracted for, charged, taken,
reserved, paid or agreed to be paid to Lender shall, to the extent permitted by
applicable law, be amortized, prorated, allocated and spread throughout the
full term of this Note, including any extensions and renewals hereof until
payment in full of the principal balance of this Note so that the Interest
thereon for such full term will not exceed at any time the maximum amount
permitted by applicable law. To the extent United States federal law permits a
greater amount of interest than is permitted under the law of the State in
which the Property is located, Lender will rely on United States federal law
for the purpose of determining the maximum amount permitted 



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by applicable law. Additionally, to the
extent permitted by applicable law now or hereafter in effect, Lender may, at
its option and from time to time, implement any other method of computing the
maximum lawful rate under the law of the State in which the Property is located
or under other applicable law by giving notice, if required, to Borrower as
provided by applicable law now or hereafter in effect. This Section 3.3
will control all agreements between Borrower and Lender.


Section 3.4             Use of Funds. Borrower
hereby warrants, represents and covenants that no funds disbursed hereunder
shall be used for personal, family or household purposes.


Section 3.5             Unconditional Payment. Borrower
is and shall be obligated to pay principal, interest and any and all other
amounts which become payable hereunder or under the other Loan Documents
absolutely and unconditionally and without any abatement, postponement,
diminution or deduction and without any reduction for counterclaim or setoff. In
the event that at any time any payment received by Lender hereunder shall be
deemed by a court of competent jurisdiction to have been a voidable preference
or fraudulent conveyance under any bankruptcy, insolvency or other debtor
relief law, then the obligation to make such payment shall survive any
cancellation or satisfaction of this Note or return thereof to Borrower and
shall not be discharged or satisfied with any prior payment thereof or
cancellation of this Note, but shall remain a valid and binding obligation
enforceable in accordance with the terms and provisions hereof, and such
payment shall be immediately due and payable upon demand.


Section 3.6             Governing Law. THIS NOTE
SHALL BE INTERPRETED, CONSTRUED AND ENFORCED ACCORDING TO THE LAWS OF THE STATE
IN WHICH THE PROPERTY IS LOCATED.


Section 3.7             Waiver of Jury Trial. BORROWER,
TO THE FULL EXTENT PERMITTED BY LAW, HEREBY KNOWINGLY, INTENTIONALLY AND
VOLUNTARILY, WITH AND UPON THE ADVICE OF COMPETENT COUNSEL, WAIVES,
RELINQUISHES AND FOREVER FORGOES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR
PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO THE DEBT
EVIDENCED BY THIS NOTE OR ANY CONDUCT, ACT OR OMISSION OF LENDER OR BORROWER,
OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, PARTNERS, MEMBERS, EMPLOYEES,
AGENTS OR ATTORNEYS, OR ANY OTHER PERSONS AFFILIATED WITH LENDER OR BORROWER,
IN EACH OF THE FOREGOING CASES, WHETHER SOUNDING IN CONTRACT, TORT OR
OTHERWISE.


ARTICLE IV



MISCELLANEOUS PROVISIONS


Section 4.1             Successors and Assigns; Joint
and Several; Interpretation. The terms and provisions hereof shall be
binding upon and inure to the benefit of Borrower and Lender and their
respective heirs, executors, legal representatives, successors, successors in
title and assigns, whether by voluntary action of the parties or by operation
of law. As used herein, 



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the terms “Borrower” and “Lender” shall be
deemed to include their respective heirs, executors, legal representatives,
successors, successors in title and assigns, whether by voluntary action of the
parties or by operation of law. If Borrower consists of more than one person or
entity, each shall be jointly and severally liable to perform the obligations
of Borrower under this Note. All personal pronouns used herein, whether used in
the masculine, feminine or neuter gender, shall include all other genders; the
singular shall include the plural and vice versa. Titles of articles and
sections are for convenience only and in no way define, limit, amplify or
describe the scope or intent of any provisions hereof. Time is of the essence
with respect to all provisions of this Note. This Note and the other Loan
Documents contain the entire agreements between the parties hereto relating to
the subject matter hereof and thereof and all prior agreements relative hereto
and thereto which are not contained herein or therein are terminated.


Section 4.2             Taxpayer Identification. Borrower’s
Tax Identification Number is 01-0817668.


[THE BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK]



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


	
   

  	
   

  	
  BORROWER:

  
	
   

  	
   

  	
  51 CHUBB SPE LLC,

  
	
   

  	
   

  	
  a Delaware limited liability company

  
	
   

  	
   

  	
  By: 

  	
  /s/ Mitchell E. Hersh

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Mitchell E. Hersh

  
	
   

  	
   

  	
   

  	
  Title: President and Chief Executive Officer

  
	
  STATE OF New Jersey

  	
   

  	
   

  	
   

  
	
   

  	
  SS:

  	
   

  	
   

  
	
  COUNTY OF Union

  	
   

  	
   

  	
   

  



 


BE IT REMEMBERED that on the 8th day of May, 2006, Mitchell
E. Hersh personally came before me, and
this person acknowledged under oath, to my satisfaction, that he is the
President and Chief Executive Officer of 51 CHUBB SPE LLC, a Delaware limited
liability company, the entity named in this document, and this document was
signed and delivered by the entity as its voluntary act duly authorized by a
proper resolution of the limited liability company.


	
   

  	
  /s/ Beverly E. Sturr

  	
   

  
	
   

  	
  Beverly E. Sturr

  
	
   

  	
  Notary Public of New Jersey

  
	
   

  	
  My Commission expires on March 30, 2010