exv10w1






Exhibit 10.1




PROMISSORY NOTE




			
	$56,070,000.00
	 	New York, New York
	 
	 	January 5, 2007





          FOR VALUE RECEIVED SOUTH 17TH STREET OWNERCO, LLC, a Delaware limited liability
company, as maker, having an address at c/o GEM Realty Capital, Inc., 900 North Michigan Avenue,
Suite 1450, Chicago, Illinois 60611 (“Borrower”), hereby unconditionally promises to pay to the
order of GREENWICH CAPITAL FINANCIAL PRODUCTS, INC, a corporation organized and existing under the
laws of the state of Delaware, whose address is 600 Steamboat Road, Greenwich, Connecticut 06830,
together with its successors, assigns and transferees, or at such other place as the holder hereof
may from time to time designate in writing, the principal sum of FIFTY-SIX MILLION SEVENTY THOUSAND
AND NO/100 DOLLARS ($56,070,000.00), in lawful money of the United States of America, with interest
thereon to be computed from the date of this Note at the Regular Interest Rate, and to be paid in
accordance with the terms of this Note and that certain Loan Agreement dated the date hereof
between Borrower and Lender (as the same may be amended, restated, replaced, supplemented or
otherwise modified from time to time, the “Loan Agreement”). All capitalized terms not defined
herein shall have the respective meanings set forth in the Loan Agreement.



ARTICLE 1: PAYMENT TERMS



          Borrower agrees to pay the principal sum of this Promissory Note (together with all
extensions, renewals, replacements, restatements or modifications thereof, this “Note”) and
interest on the unpaid principal sum of this Note from time to time outstanding at the rates and at
the times specified in Article II of the Loan Agreement and the outstanding balance of the
principal sum of this Note and all accrued and unpaid interest thereon shall be due and payable on
the Maturity Date.



ARTICLE 2: DEFAULT AND ACCELERATION



          The Debt shall without notice become immediately due and payable at the option of Lender if
any payment required in this Note is not paid on or prior to the date when due (beyond the
expiration of any applicable grace periods) or if not paid on the Maturity Date or on the happening
and continuance of any other Event of Default.



ARTICLE 3: LOAN DOCUMENTS



          This Note is secured by the Mortgage and the other Loan Documents. All of the terms,
covenants and conditions contained in the Loan Agreement, the Mortgage and the other Loan Documents
are hereby made part of this Note to the same extent and with the same force as if they were fully
set forth herein. In the event of a conflict or inconsistency between the terms of this Note and
the Loan Agreement, the terms and provisions of the Loan Agreement shall govern.



 









 








ARTICLE 4: SAVINGS CLAUSE



          Notwithstanding anything to the contrary, (a) all agreements and communications between
Borrower and Lender are hereby and shall automatically be limited so that, after taking into
account all amounts deemed interest, the interest contracted for, charged or received by Lender
shall never exceed the Maximum Legal Rate, (b) in calculating whether any interest exceeds the
Maximum Legal Rate, all such interest shall be amortized, prorated, allocated and spread over the
full amount and term of all principal indebtedness of Borrower to Lender, and (c) if through any
contingency or event, Lender receives or is deemed to receive interest in excess of the Maximum
Legal Rate, any such excess shall be deemed to have been applied toward payment of the principal of
any and all then outstanding indebtedness of Borrower to Lender, or if there is no such
indebtedness, shall be immediately returned to Borrower.



ARTICLE 5: NO ORAL CHANGE



          This Note may not be modified, amended, waived, extended, changed, discharged or terminated
orally or by any act or failure to act on the part of Borrower or Lender, but only by an agreement
in writing signed by the party against whom enforcement of any modification, amendment, waiver,
extension, change, discharge or termination is sought.



ARTICLE 6: WAIVERS



          Borrower and all others who may become liable for the payment of all or any part of the Debt
do hereby severally waive presentment and demand for payment, notice of dishonor, notice of
intention to accelerate, notice of acceleration, protest and notice of protest and non-payment and,
except as expressly provided in the Loan Documents, all other notices of any kind. No release of
any security for the Debt or extension of time for payment of this Note or any installment hereof,
and no alteration, amendment or waiver of any provision of this Note, the Loan Agreement or the
other Loan Documents made by agreement between Lender or any other Person shall release, modify,
amend, waive, extend, change, discharge, terminate or affect the liability of Borrower or any other
Person who may become liable for the payment of all or any part of the Debt under this Note, the
Loan Agreement or the other Loan Documents. No notice to or demand on Borrower shall be deemed to
be a waiver of the obligation of Borrower or of the right of Lender to take further action without
further notice or demand as provided for in this Note, the Loan Agreement or the other Loan
Documents. If Borrower is a partnership or limited liability company, the agreements herein
contained shall remain in force and be applicable, notwithstanding any changes in the individuals
comprising the partnership or limited liability company, and the term “Borrower,” as used herein,
shall include any alternate or successor partnership or limited liability company, but any
predecessor partnership or limited liability company and their partners or members shall not
thereby be released from any liability. If Borrower is a corporation, the agreements contained
herein shall remain in full force and be applicable notwithstanding any changes in the shareholders
comprising, or the officers and directors relating to, the corporation, and the term “Borrower,” as
used herein, shall include any



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alternative or successor corporation, but any predecessor corporation shall not be relieved of
liability hereunder. (Nothing in the foregoing sentence shall be construed as a consent to, or a
waiver of, any prohibition or restriction on transfers of interests in such partnership, limited
liability company or corporation, which may be set forth in the Loan Agreement, the Mortgage or any
other Loan Document.)




ARTICLE 7: TRANSFER



          Upon the transfer of this Note, Borrower hereby waiving notice of any such transfer, Lender
may deliver all the collateral mortgaged, granted, pledged or assigned pursuant to the Loan
Documents, or any part thereof, to the transferee who shall thereupon become vested with all the
rights herein or under applicable law given to Lender with respect thereto, and Lender shall
thereafter forever be relieved and fully discharged from any liability or responsibility in the
matter, but Lender shall retain all rights hereby given to it with respect to any liabilities and
the collateral not so transferred. Notwithstanding the provisions to the contrary, Lender shall
endeavor (without liability for the failure to do so) to provide Borrower with notification of any
change in the entity servicing the Loan; provided, however, it shall not constitute an Event of
Default hereunder if due to such failure Borrower sends any payments required hereunder to Lender
or any predecessor entity servicing the Loan in the event that Lender has not previously notified
Borrower of a change in the entity servicing the Loan.



ARTICLE 8: EXCULPATION



          The provisions of Section 9.4 of the Loan Agreement are hereby incorporated by reference into
this Note to the same extent and with the same force as if fully set forth herein.



ARTICLE 9: GOVERNING LAW



          Section 9.01 THIS NOTE WAS MADE BY BORROWER IN THE STATE OF NEW YORK, AND THE PROCEEDS OF THIS
NOTE WERE DISBURSED FROM THE STATE OF NEW YORK, WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL
RELATIONSHIP TO THE PARTIES AND TO THE UNDERLYING TRANSACTION EMBODIED HEREBY, AND IN ALL RESPECTS,
INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MATTERS OF CONSTRUCTION, VALIDITY AND
PERFORMANCE, 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 (WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS) AND ANY APPLICABLE LAW OF THE UNITED
STATES OF AMERICA. TO THE FULLEST EXTENT PERMITTED BY LAW, BORROWER HEREBY UN-CONDITIONALLY AND
IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS NOTE AND
THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN



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ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK PURSUANT TO SECTION 5-1401 OF THE NEW YORK
GENERAL OBLIGATIONS LAW.



          Section 9.02 ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR BORROWER ARISING OUT OF OR
RELATING TO THIS NOTE MAY AT LENDER’S OPTION BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE
CITY OF NEW YORK, COUNTY OF NEW YORK, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL
OBLIGATIONS LAW, AND BORROWER WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON
VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND BORROWER HEREBY
IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING.



ARTICLE 10: NOTICES



          All notices or other written communications hereunder shall be delivered in accordance with
Section 10.6 of the Loan Agreement.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]






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



	 	 	 	 	 
	 	BORROWER:



SOUTH 17TH STREET OWNERCO, LLC,

a Delaware limited liability company

 	 
	 	By:  	South 17th Street OwnerCo Mezzanine, LLC,
 	 
	 	 	a Delaware limited liability company, 	 
	 	 	its sole member 	 
	 



					
	 	By:  	                 Platinum OwnerCo, LLC,
 	 
	 	 	a Delaware limited liability company, 	 
	 	 	its sole member 	 
	 



					
	 	  By:  	                                         /s/ Eric Siegel
 	 
	 	 	Name:  	Eric Siegel 	 
	 	 	Its:       Authorized Signatory