Exhibit 10.6


PROMISSORY NOTE


Note Amount:                       $90,286,551.00


Maturity Date:                      May 9, 2008


THIS PROMISSORY NOTE
(this “Note”), is made as of May 9, 2006 by the undersigned,
jointly and severally, as maker, each of which is a Delaware limited liability
company, having an address at c/o Mack-Cali Realty Corp., 11 Commerce Drive,
Cranford, New Jersey 07016 (collectively, “Maker”) in favor of GRAMERCY WAREHOUSE
FUNDING I LLC, a Delaware limited liability company, having an address at 420
Lexington Avenue, New York, New York 10170, and its successors or assigns, as
payee (collectively, “Payee”).


R E C I T A L S:


A.            This
Note evidences a loan (the “Loan”) made by Payee to Maker pursuant to
that certain Loan Agreement of even date herewith (the “Loan Agreement”),
by and among Maker, as borrower, and Payee, as lender, in the original
principal amount of NINETY MILLION TWO HUNDRED EIGHTY-SIX THOUSAND FIVE HUNDRED
FIFTY-ONE AND NO/100 DOLLARS ($90,286,551.00) (the “Loan Amount”) and
secured by, inter alia, the Mortgages and the other
Loan Documents;


B.            Maker
and Payee intend these Recitals to be a material part of this Note.


NOW, THEREFORE, FOR VALUE
RECEIVED, Maker does hereby covenant and promise to pay to the order of Payee,
without any counterclaim, setoff or deduction whatsoever, on the Maturity Date
(as hereinafter defined), in immediately available funds, at 420 Lexington
Avenue, New York, New York 10170, or at such other place as Payee may designate
to Maker in writing from time to time, in legal tender of the United States of
America, the Loan Amount and all other amounts due or becoming due hereunder,
to the extent not previously paid in accordance herewith, together with all
interest accrued thereon through the date the Loan is repaid in full, at the
Interest Rate (as hereinafter defined) to be computed on the basis of the
actual number of days elapsed in a 360 day year, on so much of the Loan Amount
as is from time to time outstanding on the first day of the applicable Interest
Accrual Period (as hereinafter defined).


SECTION 1.           DEFINITIONS


As used herein, the
following terms shall have the meanings herein specified unless the context
otherwise requires. Defined terms in this Note shall include in the singular
number the plural and in the plural number the singular. All capitalized terms
not otherwise defined herein shall have the meaning ascribed to them in the
Loan Agreement.


“Additional
Taxes” shall have the meaning set forth in Section 2.1(d) hereof.









 



“Board”
shall mean the Board of Governors of the Federal Reserve System, and any
successor thereof.


“Capital
Adequacy Rule” shall mean any law, rule or regulation regarding
capital adequacy, or any interpretation or administration thereof by any
Governmental Authority, central bank or comparable agency charged with the
interpretation or administration thereof, or any request or directive regarding
capital adequacy (whether or not having the force of law) of any such
authority, central bank or comparable agency.


“Dollar”
and the sign “$” shall mean lawful money of the United States of
America.


“First Interest
Accrual Period” shall mean the period commencing on the Closing Date and
ending on, but excluding, the Payment Date first occurring after the Closing
Date.


“Interest
Accrual Period” shall mean the period from the ninth (9th) day of each
month through and including the eighth (8th) day of the following month,
provided that, notwithstanding the foregoing, (a) Payee shall have the one
(1) time right to change the Interest Accrual Period by giving notice of
such change to Maker and (b) the first (1st) Interest Accrual Period shall
be the First Interest Accrual Period.


“Interest
Determination Date” shall mean (a) with respect to any Interest
Accrual Period prior to the Interest Accrual Period that commences in the month
during which the Secondary Market Transaction Closing Date occurs, two (2) LIBOR
Business Days prior to the fifteenth (15th) day of the calendar month in which
the applicable Interest Accrual Period commences; (b) with respect to the
Interest Accrual Period that commences in the month in which the Secondary
Market Transaction Closing Date occurs, the date that is two (2) LIBOR
Business Days prior to the Secondary Market Transaction Closing Date and (c) with
respect to each Interest Accrual Period thereafter, the date that is two (2) LIBOR
Business Days prior to the fifteenth (15th) day of the calendar month in which
such Interest Accrual Period commences, provided that (i) notwithstanding
the foregoing, Payee shall have the one (1) time right to change the
Interest Determination Date by giving notice of such change to Maker and (ii) with
respect to the First Interest Accrual Period, the Interest Determination Date
shall be two (2) LIBOR Business Days prior to the Closing Date.


“Interest Rate”
shall mean the rate per annum (expressed as a percentage) equal to the LIBOR
Rate plus the LIBOR Margin, or if Payee shall exercise its rights under Section 2.6,
the interest rate specified therein.


“Interest
Shortfall”  shall mean any shortfall
in the amount of interest required to be paid with respect to the Loan Amount
on any Payment Date.


“LIBOR Business
Day” shall mean any day on which banks are open for dealing in foreign
currency and exchange in London, England.


“LIBOR Margin”
shall mean two and 75/100 percent (2.75%) per annum.


“LIBOR Rate”
shall mean the rate per annum calculated as set forth below:



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(a)           With respect to each Interest Accrual
Period, the rate for deposits in Dollars, for a period equal to one month,
which appears on the Dow Jones Market Service (formerly Telerate) (or its
successive service) Page 3750 as of 11:00 a.m., London time, on the
related Interest Determination Date. If such rate does not appear on Dow Jones
Market Service Page 3750, the rate for that Interest Accrual Period shall
be determined on the basis of the rates at which deposits in Dollars are
offered by any four major reference banks in the London interbank market
selected by Payee to provide quotation of such rates at approximately 11:00 a.m.,
London time, on the related Interest Determination Date to prime banks in the
London interbank market for a period of one month, commencing on the first day
of such Interest Accrual Period and in an amount that is representative for a
single such transaction in the relevant market at the relevant time. Payee shall
request the principal London office of any four major reference banks in the
London interbank market selected by Payee to provide a quotation of such rates,
as offered by each such bank. If at least two such quotations are provided, the
rate for that Interest Accrual Period shall be the arithmetic mean of the
quotations. If fewer than two quotations are provided as requested, the rate
for that Interest Accrual Period shall be the arithmetic mean of the rates
quoted by major banks in New York City selected by Payee, at approximately
11:00 a.m., New York City time, on the Interest Determination Date with
respect to such Interest Accrual Period for loans in Dollars to leading
European banks for a period equal to one month, commencing on the first day of
such Interest Accrual Period and in an amount that is representative for a
single transaction in the relevant market at the relevant time. Payee shall
determine the LIBOR Rate for each Interest Accrual Period and the determination
of the LIBOR Rate by Payee shall be binding upon Maker absent manifest error.


(b)           In the event that Payee shall have
determined in its reasonable discretion that none of the methods set forth in
the definition of “LIBOR Rate” herein are available, then Payee shall forthwith
give notice by telephone of such determination, confirmed in writing, to Maker
at least one (1) day prior to the last day of the related Interest Accrual
Period. If such notice is given, the LIBOR Rate, commencing with such related
Interest Accrual Period, shall be the LIBOR Rate in effect for the most recent
Interest Accrual Period.


“Maturity Date”
shall have the meaning set forth in Section 2.1(a) hereof.


“Parent”
shall mean, with respect to Payee, any Person controlling Payee.


“Payment”
shall have the meaning set forth in Section 2.2(a) hereof.


“Payment Date”
shall mean the ninth (9th) day of each month, or if such day is not a Business
Day, the immediately preceding Business Day. Notwithstanding the foregoing,
Payee shall have the one (1) time right to change the Payment Date by
giving notice of such change to Maker.


“Secondary
Market Transaction Closing Date” shall mean the date upon which a Secondary
Market Transaction closes.



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SECTION 2            PAYMENTS AND LOAN TERMS


Section 2.1             Interest Payments.


(a)           Payments
under this Note, calculated in accordance with the terms hereof, shall be due
and payable as follows:


(i)            interest only at the Interest Rate for the First
Interest Accrual Period shall be due and payable on June 9, 2006;


(ii)           interest only at the Interest Rate in effect for
the Interest Accrual Period immediately preceding each Payment Date shall be
due and payable on the Payment Date in June, 2006 (as provided in clause (i) above)
and on each subsequent Payment Date through and including the month preceding
the month during which occurs the Maturity Date, as such Maturity Date may be
extended from time to time pursuant to Section 2.1(e) hereof; and


(iii)          the entire outstanding Principal Amount, together
with all accrued and unpaid interest and any other charges and sums due hereon
and on the other Loan Documents (including, without limitation, the Exit Fee) shall
be due and payable on  May 9, 2008
(the “Maturity Date”), as such Maturity Date may be extended from time
to time pursuant to Section 2.1(e) hereof.


(b)           Payments
shall be paid by Maker, without setoff or counterclaim, by wire transfer to
Payee at 420 Lexington Avenue, New York, New York 10170, or to such other
location or account as Payee may specify to Maker from time to time, in Federal
or other immediately available funds in lawful money of the United States of
America, not later than 2:00 p.m., New York City time, on each Payment
Date, subject to the provisions of Section 5.05 of the Loan Agreement and Section 3(b) of
the Deposit Account Agreement, pursuant to which funds on deposit in the Debt
Service Payment Sub-Account are to be transferred to Lender to be applied
towards the Required Debt Service Payment. If any payment hereunder or under
any of the other Loan Documents becomes due and payable on a day other than a
Business Day, such payment shall not be payable until the next succeeding
Business Day; provided, however, if such next succeeding Business Day falls
within the next calendar month, such payment shall be due and payable on the
immediately preceding Business Day. If the date for any payments of principal
is extended on account of the foregoing or on account of operation of law or
otherwise, interest thereon shall be payable at the then applicable rate during
such extension. Nothing contained in this Note, the Loan Agreement or the
Deposit Account Agreement is intended to, nor shall the same be construed to,
relieve the Borrower of its obligation to make timely and fully the payments
required to be made hereunder if the funds on deposit in the Debt Service
Payment Sub-Account, the Liquidity Reserve Escrow Account or any other account
are insufficient to pay the Required Debt Service Payment.


(c)           Payee shall
determine the LIBOR Rate as in effect from time to time on each Interest
Determination Date, and each such determination of the LIBOR Rate shall be
conclusive and binding absent manifest error.



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(d)           Payments made
by Maker under this Note shall be made free and clear of, and without reduction
for or on account of, any present or future income, stamp or other taxes,
levies, imposts, duties, charges, fees, deductions or withholdings, now or
hereafter imposed, levied, collected, withheld or assessed by any Governmental
Authority, excluding income and franchise taxes of the United States of America
or any political subdivision or taxing authority thereof or therein (such
non-excluded taxes being called “Additional Taxes”). If any Additional
Taxes are required to be withheld from any amounts payable to Payee hereunder
or under any of the other Loan Documents, the amounts so payable to Payee shall
be increased to the extent necessary to yield to Payee (after payment of all
Additional Taxes) interest or any such other amounts payable hereunder at the
rates or in the amounts specified in this Note. If Payee is an entity organized
under a foreign (non-U.S.) jurisdiction and is entitled to an exemption from or
reduction of Additional Taxes under the law of the Governmental Authority
imposing the tax or any treaty to which the jurisdiction is a party, with respect
to payments under this Note or under any of the other Loan Documents, Payee
shall deliver to Maker, at the time or times prescribed by applicable law, such
properly completed and executed documentation prescribed by applicable law or
reasonably requested by Maker as will permit such payments to be made without
withholding or at a reduced rate.


(e)           Notwithstanding
anything contained herein or in any other Loan Document, Maker shall have three
(3) consecutive options to extend the term of the Loan from the original
Maturity Date, each of said extension options for a period of one (1) year
(each, an “Extension Option”, and the term extended pursuant thereto, an
“Extension Term”); provided that, with respect to the exercise of each
Extension Option (i) Payee has received written notice not more than one
hundred twenty (120) days but not less than twenty (20) days prior to the Maturity Date that Maker
desires to extend the Maturity Date (the “Maturity Date Notice”), (ii) no
Default or Event of Default has occurred and is continuing on either the date
of the Maturity Date Notice or the date the applicable Extension Term would
commence and (iii) Maker has delivered to Payee, as a condition precedent
to the commencement of an Extension Term, proof, satisfactory to Payee in all
respects, that (A) with respect to the exercise of the second Extension
Option and the third Extension Option, the Debt Service Coverage Ratio as of
the Payment Date which is immediately prior to the then effective Maturity Date
(i.e., without giving effect to such Extension) is 1.10 to 1.00 or greater; and
(B) with respect to each Extension Option, either the existing Rate Cap
Agreement has been extended for a period of not less than one (1) year or
a replacement Rate Cap Agreement has been obtained in form and substance
substantially similar to the Rate Cap Agreement delivered on the Closing Date,
and issued by a cap provider having a long-term unsecured debt  rating of “A” (or its equivalent) by each
Rating Agency, with a LIBOR Rate strike price of seven percent (7%) per annum
and a term of not less than one (1) year (and if Payee is not the named
beneficiary thereunder, the same has been pledged to Payee). Provided that all
of the foregoing conditions have been satisfied, as determined by Payee in its
reasonable discretion, following the giving of the Maturity Date Notice, the
term “Maturity Date” when used herein and in the other Loan Documents shall
mean (unless otherwise expressly provided to the contrary) the date to which
the Maturity Date has been extended as if such date were the original Maturity
Date set forth herein. Simultaneously with the delivery of the Maturity Date
Notice with respect to each of the second Extension Option and the third
Extension Option, Maker shall pay to Payee an extension fee in the amount of
twenty-five one hundredths percent (0.25%) of the outstanding principal balance
of the Loan (as determined by Payee). In the event the conditions set forth in
clause (iii) of this subsection (e) have not been 



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satisfied, the applicable
exercise of such Extension Option shall be of no further force or effect, and
any extension fee previously paid to Payee in connection with the subject
extension request only, and not in connection with any previously consented to
extensions, less any reasonable out-of-pocket costs actually incurred by Payee
in connection with its review of Maker’s request for an extension of the
Maturity Date, shall be credited towards the outstanding principal balance of
the Loan at Maturity. All such costs and expenses incurred by Payee (including
legal fees) in connection with each request for, and, if applicable, each
extension of the Maturity Date, including without limitation, reasonable
attorneys’ fees incurred by Payee and any sums incurred in connection with the
extension or replacement of the Rate Cap Agreement (and, if applicable, the
pledging of same to Payee) shall be at the sole cost and expense of Maker and
shall be paid by Maker promptly after demand by Payee.


Section 2.2             Application of Payments.


(a)           Each and
every payment (a “Payment”) made by Maker to Payee in accordance with
the terms of this Note and/or the terms of any one or more of the other Loan
Documents and all other proceeds received by Payee with respect to the Debt,
shall be applied as follows:


(1)           Payments other than Unscheduled Payments shall be
applied (i) first, to all interest (other than Default Rate Interest)
which shall be due and payable with respect to the Loan Amount pursuant to the
terms hereof as of the date the Payment is received, (ii) second, to all
Late Charges, Default Rate Interest or other premiums and other sums payable
hereunder or under the other Loan Documents (other than those sums included in
clause (i) of this Section 2.2(a)(1)) in such order and priority as
determined by Payee in its sole discretion and (iii) on the Maturity Date,
to the Loan Amount until the Loan Amount has been paid in full.


(2)           Unscheduled Payments shall be applied at the end of
the Interest Accrual Period in which such Unscheduled Payments are received as
a principal prepayment of the Loan Amount to reduce the Loan Amount.


(b)           To the extent
that Maker makes a Payment or Payee receives any Payment or proceeds for Maker’s
benefit, which are subsequently invalidated, declared to be fraudulent or
preferential, set aside or required to be repaid to a trustee, debtor in
possession, receiver, custodian or any other party under any bankruptcy law,
common law or equitable cause, then, to such extent, the obligations of Maker
hereunder intended to be satisfied shall be revived and continue as if such
Payment or proceeds had not been received by Payee.


Section 2.3             Prepayments.


The Debt may not be
prepaid, in whole or in part, except (a) as set forth in Article XV
of the Loan Agreement or (b) in connection with the application of
Insurance Proceeds or Condemnation Proceeds pursuant to the Loan Agreement.


Section 2.4             Indemnity.



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Maker agrees to indemnify
Payee and to hold it harmless from any out-of-pocket cost or expense which
Payee may sustain or incur, if any, as a consequence of (a) Maker making a
payment or prepayment of principal on the Loan on a day which is not a Payment
Date with respect thereto, (b) Maker failing to make any prepayment after
Maker has given a notice of such prepayment or (c) any LIBOR Rate contract
breakage costs or the payment of fees that are payable by Payee to lenders of
funds obtained by it in order to maintain the Loan hereunder in either case incurred
by Payee in connection with any acceleration of the maturity of the Loan by
Payee in accordance with the terms of this Note and the other Loan Documents


Section 2.5             Increased Cost and Reduced
Return.


(a)           If, on or
after the date hereof, the adoption of any applicable law, rule or
regulation, or any change in any applicable law, rule or regulation, or
any change in the interpretation or administration thereof by any Governmental
Authority, central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by Payee with any request or directive
(whether or not having the force of law) of any such Governmental Authority,
central bank or comparable agency, or any such Governmental Authority, central
bank or comparable agency shall impose, modify or deem applicable any reserve
(including, without limitation, any such requirement imposed by the Board (but
excluding with respect to any such requirement reflected in the then effective
LIBOR Rate)), special deposit, insurance assessment or similar requirement
against assets of, deposits with or for the account of, or credit extended by,
Payee or shall impose on Payee or on the London interbank market any other
condition affecting any loan bearing interest based upon the LIBOR Rate, and
the result of any of the foregoing is to increase the cost to Payee of
maintaining the Loan at the Interest Rate (based upon the LIBOR Rate), or to
reduce the amount of any sum received or receivable by Payee under this Note
with respect thereto, by an amount deemed by Payee to be material, then, within
ten (10) Business Days after demand by Payee, Maker shall pay to Payee
such additional amount or amounts as will compensate Payee for such increased
cost or reduction.


(b)           If Payee
shall have determined that, after the date hereof, the adoption of any Capital
Adequacy Rule has or would have the effect of reducing the rate of return
on capital of Payee (or its Parent) as a consequence of Payee’s obligations
hereunder to a level below that which Payee (or its Parent) could have achieved
but for such adoption, change, request or directive (taking into consideration
its policies with respect to capital adequacy) by an amount deemed by Payee to
be material, then from time to time, within fifteen (15) Business Days after
demand by Payee, Maker shall pay to Payee such additional amount or amounts as
will compensate Payee (or its Parent) for such reduction.


(c)           Payee will
promptly notify Maker of any event of which it has knowledge, occurring after
the date hereof, which will entitle Payee to compensation pursuant to this Section 2.5.
A certificate of Payee claiming compensation under either Sections 2.5(a) or
2.5(b) and setting forth the additional amount or amounts to be paid to it
hereunder shall be conclusive in the absence of manifest error; provided that
any certificate delivered by Payee pursuant to this Section 2.5(c) shall
(i) in the case of a certificate in respect of amounts payable pursuant to
Section 2.5(a), set forth in reasonable detail the basis for and the
calculation of such amounts, and (ii) in the case of a certificate in
respect of amounts payable pursuant to Section 2.5(b), (A)



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set forth at least the same amount of detail in respect of the
calculation of such amount as Payee provides in similar circumstances to other
similarly situated borrowers from Payee, and (B) include a statement by
Payee that it has allocated to the Loan a proportionately equal amount of any
reduction of the rate of return on Payee’s capital due to a Capital Adequacy Rule as
it has allocated to each of its other outstanding loans that are affected
similarly by such Capital Adequacy Rule.


Section 2.6             Deposits Unavailable.


In the event, and on each
occasion, that (a) Payee shall have determined that Dollar deposits in the
principal amounts of the Loan are not generally available to Payee in the
London interbank market, for such periods and amounts then outstanding
hereunder or that reasonable means do not exist for ascertaining the LIBOR
Rate, or (b) Payee determines that the rate at which such Dollar deposits
are being offered will not adequately and fairly reflect the cost to Payee of
maintaining the Loan at the Interest Rate (based upon the LIBOR Rate) during
such month, Payee shall, as soon as practicable thereafter, give written notice
of such determination (the “Determination Notice”)
to Maker. In the event of any such determination, until the circumstances
giving rise to such notice no longer exist, Lender’s obligation to maintain
interest based on the LIBOR Rate shall be suspended and the rate at which
interest shall thereafter accrue on the Loan shall be equal to the sum of (i) the
weekly average yield on United States Treasury Securities adjusted to a
constant maturity of one year, as made available by the Federal Reserve Board
forty-five (45) days prior to each Interest Determination Date (the “Alternate
Index”) plus (ii) the Alternate Margin (as defined below. The “Alternate
Margin” shall be equal to the remainder (but not less than zero) of (1) the
interest rate applicable to the Interest Accrual Period that precedes the date
of the Determination Notice minus (2) the Alternate Index determined
as of the date of the Determination Notice. In any such event, Maker may elect,
by revocable notice to Payee within ten (10) Business Days after receipt
of such notice from Payee to prepay the Loan, without payment of the Yield
Maintenance Premium, but together with the Exit Fee, which prepayment must
occur within thirty (30) days after delivery of such notice to Payee, unless
such notice is revoked by Maker prior to such thirtieth (30th) day.


Section 2.7             Illegality.


If, on or after the date
of this Note, the adoption of any applicable law, rule or regulation, or
any change in any applicable law, rule or regulation, or any change in the
interpretation or administration thereof by any Governmental Authority, central
bank or comparable agency charged with the interpretation or administration
thereof, or compliance by Payee with any request or directive (whether or not
having the force of law) of any such authority, central bank or comparable
agency shall make it unlawful or impossible for Payee to maintain the Loan at
the Interest Rate (based upon the LIBOR Rate), Payee shall forthwith give
notice thereof to Maker. If Payee shall determine that it may not lawfully
continue to maintain the Loan at the Interest Rate (based upon the LIBOR Rate)
to maturity and shall so specify in such notice, the Loan shall bear interest
at the interest rate applicable to the immediately preceding Interest Accrual
Period. In any such event, Maker may elect, by revocable notice to Payee within
thirty (30) days after receipt of such notice from Payee to prepay the Loan, without
payment of the Yield Maintenance Premium, but together with the Exit Fee, which
prepayment 



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must occur within sixty
(60) days after delivery of such notice to Payee, unless such notice is revoked
by Maker prior to such sixtieth (60th )
day.


SECTION 3            DEFAULTS


Section 3.1             Events of Default.


This Note is secured by,
among other things, the Mortgages which, together with the Loan Agreement, specify
various Events of Default, upon the happening of which all or portions of the
sums owing under this Note may be declared immediately due and payable as more
specifically provided therein. Each Event of Default under any of the Mortgages,
the Loan Agreement or any one or more of the other Loan Documents shall be an
Event of Default hereunder.


Section 3.2             Remedies.


If an Event of Default
shall occur hereunder or under any other Loan Document, interest on the
Principal Amount and, to the extent permitted by applicable law, all accrued
but unpaid interest on the Principal Amount shall, commencing on the date of
the occurrence of such Event of Default, at the option of Payee, immediately
and without notice to Maker, accrue interest at the Default Rate until such
Event of Default is cured or if not cured or such cure is not accepted by
Payee, until the repayment of the Debt. The foregoing provision shall not be
construed as a waiver by Payee of its right to pursue any other remedies
available to it under the Loan Agreement, any of the Mortgages, or any other
Loan Document, nor shall it be construed to limit in any way the application of
the Default Rate.


SECTION 4            EXCULPATION


Section 4.1             Exculpation.


Notwithstanding anything
to the contrary contained in this Note or the other Loan Documents, the
obligations of Maker hereunder shall be non-recourse except with respect to the
Property (as defined in the Mortgages) and as otherwise provided in Section 18.32
of the Loan Agreement, the terms of which are incorporated herein.


SECTION 5            MISCELLANEOUS


Section 5.1             Further Assurances.


Maker shall execute and
acknowledge (or cause to be executed and acknowledged) and deliver to Payee all
documents, and take all actions, reasonably required by Payee from time to time
to confirm the rights created or now or hereafter intended to be created under
this Note and the other Loan Documents, to protect and further the validity,
priority and enforceability of this Note and the other Loan Documents, to
subject to the Loan Documents any property of Maker intended by the terms of
any one or more of the Loan Documents to be encumbered by the Loan Documents,
or otherwise carry out the purposes of the Loan Documents 



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and the transactions
contemplated thereunder; provided, however, that no such further actions,
assurances and confirmations shall (i) result in a material economic change in the transaction (ii) change
the Maturity Date or the interest rate, except in connection with a bifurcation
of the Loan which may result in varying interest rates, but which shall have at
all times the same weighted average coupon of the original Loan, (iii) modify
or amend any other material economic terms of the Loan, or (iv) increase Maker’s
obligations and liabilities or Payee’s rights or decrease Maker’s rights under
the Loan Documents.


Section 5.2             Modification, Waiver in Writing.


No modification,
amendment, extension, discharge, termination or waiver (a “Modification”)
of any provision of this Note, the Loan Agreement, the Mortgages or any one or
more of the other Loan Documents, nor consent to any departure by Maker
therefrom, shall in any event be effective unless the same shall be in a
writing signed by the party against whom enforcement is sought, and then such
waiver or consent shall be effective only in the specific instance, and for the
purpose, for which given. Except as otherwise expressly provided herein, no
notice to, or demand on, Maker shall entitle Maker to any other or future
notice or demand in the same, similar or other circumstances. Payee does not hereby
agree to, nor does Payee hereby commit itself to, enter into any Modification.


Section 5.3             Costs of Collection.


Maker agrees to pay all
costs and expenses of collection reasonably incurred by Payee, in addition to
principal, interest and Late Charges (including, without limitation, reasonable
attorneys’ fees and disbursements) and including all costs and expenses
reasonably incurred in connection with the pursuit by Payee of any of its
rights or remedies referred to in Section 3 hereof or its rights or
remedies referred to in any of the Loan Documents or the protection of or
realization of collateral or in connection with any of Payee’s collection
efforts, whether or not suit on this Note, on any of the other Loan Documents
or any foreclosure proceeding is filed, and all such reasonable costs and
expenses shall be payable on demand, together with interest at the Default Rate
thereon, and also shall be secured by the Mortgage and all other collateral at
any time held by Payee as security for Maker’s obligations to Payee.


Section 5.4             Maximum Amount.


(a)           It is the
intention of Maker and Payee to conform strictly to the usury and similar laws
relating to interest and the collection of other charges from time to time in
force, and all agreements between Maker and Payee, whether now existing or
hereafter arising and whether oral or written, are hereby expressly limited so
that in no contingency or event whatsoever, whether by acceleration of maturity
hereof or otherwise, shall the amount paid or agreed to be paid in the
aggregate to Payee as interest or other charges hereunder or under the other
Loan Documents or in any other security agreement given to secure the Debt, or
in any other document evidencing, securing or pertaining to the Debt, exceed
the maximum amount permissible under applicable usury or such other laws (the “Maximum
Amount”). If under any circumstances whatsoever fulfillment of any
provision hereof, or any of the other Loan Documents, at the time performance
of such provision shall be due, shall involve transcending the Maximum Amount,
then ipso facto, the obligation to be fulfilled shall be reduced to the 


 


 


 


 


 


 


 


 


 


 


 



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Maximum Amount. For the purposes of calculating the actual amount of
interest or other charges paid and/or payable hereunder, in respect of laws
pertaining to usury or such other laws, all charges and other sums paid or
agreed to be paid hereunder to the holder hereof for the use, forbearance or
detention of the Debt, outstanding from time to time shall, to the extent
permitted by applicable law, be amortized, prorated, allocated and spread from
the date of disbursement of the proceeds of this Note until payment in full of
all of the Debt, so that the actual rate of interest on account of the Debt is
uniform through the term hereof. The terms and provisions of this Section 5.4
shall control and supersede every other provision of all agreements between
Maker or any endorser and Payee.


(b)           If under any
circumstances Payee shall ever receive an amount which would exceed the Maximum
Amount, such amount shall be deemed a payment in reduction of the Loan Amount
owing hereunder and any other obligation of Maker in favor of Payee, and shall
be so applied in accordance with Section 2.2(a)(2) hereof as an
Unscheduled Payment, or if such excessive interest exceeds the unpaid balance
of the Loan Amount and any other obligation of Maker in favor of Payee, the
excess shall be deemed to have been a payment made by mistake and shall be
promptly refunded to Maker.


Section 5.5             Waivers.


Maker hereby expressly
and unconditionally waives presentment, demand, protest, notice of protest or
notice of any kind, including, without limitation, any notice of intention to
accelerate and notice of acceleration, except as expressly provided herein, and
in connection with any suit, action or proceeding brought by Payee on this
Note, any and every right it may have to (a) a trial by jury, (b) interpose
any counterclaim therein (other than a counterclaim which can only be asserted
in the suit, action or proceeding brought by Payee on this Note and cannot be
maintained in a separate action) and (c) have the same consolidated with
any other or separate suit, action or proceeding.


Section 5.6             Governing Law.


This Note and the
obligations arising hereunder shall be governed by, and construed in accordance
with, the laws of the State of New York applicable to contracts made and
performed in such State and any applicable law of the United States of America.


Section 5.7             Headings.


The Section headings
in this Note are included herein for convenience of reference only and shall
not constitute a part of this Note for any other purpose.


Section 5.8             Assignment.


Payee shall have the
right to transfer, sell and assign this Note, the Loan Agreement, the Mortgages
and/or any of the other Loan Documents or any interest therein, and the
obligations hereunder, to any Person. All references to “Payee”
hereunder shall be deemed to include the assigns of the Payee.


Section 5.9             Severability.



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Wherever possible, each
provision of this Note shall be interpreted in such manner as to be effective
and valid under applicable law, but if any provision of this Note shall be
prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of
this Note.


Section 5.10           Joint and Several.


If Maker consists of more
than one Person or party, the obligations and liabilities of each such Person
or party hereunder shall be joint and several.


[SIGNATURE PAGE
IMMEDIATELY FOLLOWS]



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IN WITNESS WHEREOF, this Note has been duly executed by the Maker the
day and year first written above.


ONE GRANDE SPE LLC, 

a Delaware limited liability company


By:/s/ Mitchell E.
Hersh


Name: Mitchell E. Hersh


Title: Chief
Executive Officer


1280 WALL SPE LLC, 

a Delaware limited liability company


By:/s/ Mitchell E.
Hersh


Name: Mitchell E. Hersh


Title: Chief
Executive Officer


10 SYLVAN SPE LLC, 

a Delaware limited liability company


By:/s/ Mitchell E. Hersh


Name: Mitchell E. Hersh


Title: Chief
Executive Officer


5 INDEPENDENCE SPE LLC, 

a Delaware limited liability company


By:/s/ Mitchell E.
Hersh


Name: Mitchell E. Hersh


Title: Chief
Executive Officer


[SIGNATURES CONTINUE ON
NEXT PAGE]



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1 INDEPENDENCE SPE LLC, 

a Delaware limited liability company


By:/s/ Mitchell E.
Hersh


Name: Mitchell E. Hersh


Title: Chief
Executive Officer


3 BECKER SPE LLC, 

a Delaware limited liability company


By:/s/ Mitchell E.
Hersh


Name: Mitchell E. Hersh


Title: Chief
Executive Officer


 



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