Promissory Note - GMAC Commercial Mortgage Corp. and TSI Realty Co.


                                PROMISSORY NOTE

US$12,000,000                                              Stamford, Connecticut
                                                               December 12, 1997


     FOR VALUE RECEIVED, the undersigned promises to pay GMAC COMMERCIAL
MORTGAGE CORPORATION, or order, the principal sum of TWELVE MILLION AND 00/100
Dollars, with interest on the unpaid principal balance from the date of this
Note, until paid, at the rate of Seven and 60/100 (7.60%) percent per annum. The
principal and interest shall be payable at 650 Dresher Road, Horsham, PA 19044,
or such other place as the holder hereof may designate in writing, in
consecutive monthly installments of ONE HUNDRED ELEVEN THOUSAND NINE HUNDRED
TWENTY FOUR AND 50/100 Dollars (US$111,924.50) on the 1st day of each month
beginning February, 1998, (herein 'amortization commencement date'), until the
entire indebtedness evidenced hereby is fully paid, except that any remaining
indebtedness, if not sooner paid, shall be due and payable on January 1, 2013
(the 'Maturity Date').

     If any installment under this Note is not paid when due, the entire
principal amount outstanding hereunder and accrued interest thereon shall at
once become due and payable, at the option of the holder hereof. The holder
hereof may exercise this option to accelerate during any default by the
undersigned regardless of any prior forbearance. In the event of any default in
the payment of this Note or any other payment due under the Instrument or any
other Loan Document (as such terms are hereinafter defined) and if the same is
referred to an attorney at law for collection or any action at law or in equity
is brought with respect hereto, the undersigned shall pay the holder hereof all
expenses and costs, including, but not limited to, attorneys' fees.

     If any installment under this Note is not received by the holder hereof
within ten (10) calendar days after the installment is due, the undersigned
shall pay to the holder hereof a late charge of the greater of (a) US$250.00 or
(b) five percent (5%) of such installment, such late charge to be immediately
due and payable without demand by the holder hereof. If any installment under
this Note or any other monetary payment due under this Note, the Instrument or
any other Loan Document remains past due for ten (10) calendar days or more, the
outstanding principal balance of this Note shall bear interest during the period
in which the undersigned is in default at a rate of Twelve and 60/100 (12.60%)
percent per annum, or if there shall exist any non-monetary default under this
Note, the Instrument or any other Loan Document which remains uncured for the
later of (i) ten (10) calendar days or (ii) the expiration of any applicable
grace or cure period specifically provided in the Instrument, the outstanding
principal balance of this Note shall bear interest during the period the
undersigned is in default at the rate of Nine and 60/100 (9.60%) percent per
annum, or, if such increased rate of interest may not be collected from the
undersigned under applicable law, then at the maximum increased rate of
interest, if any, which may be collected from the undersigned under applicable
law.

 
     From time to time, without affecting the obligation of the undersigned or
the successors or assigns of the undersigned to pay the outstanding principal
balance of this Note and observe the covenants of the undersigned contained
herein, in the Instrument or in any other Loan Document without affecting the
guaranty of any person, corporation, partnership or other entity for payment of
the outstanding principal balance of this Note, without giving notice to or
obtaining the consent of the undersigned, the successors or assigns of the
undersigned or guarantors, and without liability on the part of the holder
hereof, the holder hereof may, at the option of the holder hereof, extend the
time for payment of said outstanding principal balance or any part thereof,
reduce the payments thereon, release anyone liable on any of said outstanding
principal balance, accept a renewal of this Note, modify the terms and time of
payment of said outstanding principal balance, join in any extension or
subordination agreement, release any security given herefor, take or release
other or additional security, and agree in writing with the undersigned to
modify the rate of interest or period of amortization of this Note or change the
amount of the monthly installments payable hereunder.

     Presentment, notice of dishonor, and protest are hereby waived by all
makers, sureties, guarantors and endorsers hereof. This Note shall be the joint
and several obligation of all makers, sureties, guarantors, and endorsers, and
shall be binding upon them and their successors and assigns.

     The Indebtedness evidenced by this Note is secured by, among other things,
that certain Open End Mortgage Deed, Assignment of Rents and Security Agreement
(the 'Instrument'), executed by the undersigned, encumbering real property more
particularly described therein (the 'Property'), dated of even date herewith,
and reference is made thereto for rights as to acceleration of the Indebtedness
evidenced by this Note.

     Prior to and through December 31, 2005, this Note may not be prepaid in
whole or (except as hereinafter provided) in part. Commencing January 1, 2006
and continuing through and including June 30, 2012, this Note may only be
prepaid (whether voluntarily or involuntarily, except as hereinafter provided,
and including any acceleration by the holder hereof) in whole (but not in part)
upon not less than forty five (45) days and not more than ninety (90) days prior
written notice by the undersigned to the holder hereof and the simultaneous
payment by the undersigned to the holder hereof of an amount (the 'Yield
Maintenance Premium') equal to the aggregate (without duplication) of:

          (a)  the product obtained by multiplying (1) the entire unpaid
     principal balance of this Note at the time of prepayment, times (2) the
     difference obtained by subtracting from the interest rate on this Note the
     yield rate (the 'Yield Rate') on the 5.94% U.S. Treasury Security due
     November, 2012 (the 'Specified U.S. Treasury Security'), as the Yield Rate
     is reported in the Wall Street Journal on the fifth Business Day (as
     hereinafter defined) preceding (x) the date notice of prepayment is given
     to holder hereof where prepayment is voluntary, or (y) the date holder
     hereof

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     accelerates the Loan (as hereinafter defined), times (3) the present value
     factor calculated using the following formula:

               1-(1 + r)/-n/
               ---------  
                   r

                        r =  Yield Rate
                        n =  the number of years, and any fraction thereof,
                             remaining between the prepayment date and the
                             Maturity Date.

          In the event that no Yield Rate is published for the Specified U.S.
     Treasury, then the nearest equivalent U.S. Treasury Security shall be
     selected at the holder hereof's sole discretion. If the publication of such
     Yield Rates in the Wall Street Journal is discontinued, the holder hereof
     shall determine such Yield Rates from another source selected by the holder
     hereof. As used herein, the term 'Business Day' means any day other than a
     Saturday, a Sunday, or any other day on which the holder hereof is not open
     for business; and

          (b)  an amount equal to the interest which would have accrued on the
     amount of such prepayment during the remaining days of the full calendar
     month within which such prepayment is made.

     In the event of a prepayment of this Note after June 30, 2012, Borrower
shall pay, together with the amount of such prepayment, an amount equal to the
interest which would have been accrued on the amount of such prepayment during
the remaining days of the full calendar month within which such prepayment is
made.

     The undersigned shall pay the Yield Maintenance Premium whether the
prepayment is voluntary or involuntary (in connection with holder hereof's
acceleration of the unpaid principal balance of this Note) or the Instrument is
satisfied or released by foreclosure (whether by power of sale or judicial
proceeding), deed in lieu of foreclosure or by any other means. Notwithstanding
any other provision herein to the contrary, the undersigned shall not be
required to pay any Yield Maintenance Premium in connection with any prepayment
occurring as a result of the application of Insurance proceeds or condemnation
awards under the Instrument.

     The Yield Maintenance Premium is not a penalty or additional interest, but
is holder hereof's cost of liquidating its investments in the event of any
prepayment of this Note. The undersigned hereby covenants and agrees to
indemnify holder hereof and hold it harmless from any costs, fees, expenses
(including reasonable attorney's fees) resulting from any action, litigation or
judicial decision alleging, claiming or holding that the Yield Maintenance
Premium is a penalty or additional interest, and from any damages (whether
compensatory or punitive) ordered by a court, judge or administrative law judge
which may determine that the Yield Maintenance Premium is a penalty or
additional interest.

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     Notwithstanding anything herein contained to the contrary, any permitted
prepayment of this Note may only be made by payment of the principal amount to
be prepaid together with (i) the applicable Yield Maintenance Premium, (ii) all
accrued and unpaid interest and (iii) any other sums due under this Note, the
Instrument or any other Loan Document.

     Subject to the qualifications below in this paragraph, the undersigned
shall be liable for payment and performance of all of the obligations, covenants
and agreements of the undersigned under this Note, the Instrument, the
Assignment of Leases and Rents (herein so called), dated of even date herewith,
and executed by the undersigned to the holder hereof, the Environmental
Indemnity Agreement (herein so called), dated of even date herewith, and
executed by the undersigned and the holder hereof, and all other instruments and
documents evidencing, securing or governing the terms of the loan (the 'Loan')
evidenced by this Note (collectively, the 'Loan Documents'), to the full extent
(but only to the extent) of all of the Property and any other items, property or
amounts which are collateral or security for the Loan. If a default occurs in
the timely and proper payment of any portion of such indebtedness or in the
timely performance of any obligations, agreements or covenants under any of the
Loan Documents, except as set forth below in this paragraph, neither the
undersigned, nor any partner of the undersigned, nor any partner, stockholder,
director or officer of any partner of the undersigned, shall be personally
liable for the repayment of any of the principal of, interest on, or prepayment
fees or late charges, or other charges or fees, due in connection with, the
Loan, the performance of any covenants of the undersigned under this Note, the
Instrument or any of the other Loan Documents or for any deficiency judgment
which the holder hereof may obtain after default by the undersigned.
Notwithstanding the foregoing provisions of this paragraph or any other
agreement, the undersigned shall be fully and personally liable for any and all:
(1) liabilities, costs, losses, damages, expenses or claims (including, without
limitation, any reduction in the value of the Property or any other items,
property or amounts which are collateral or security for the Loan) suffered or
incurred by the holder hereof by reason of or in connection with (a) any fraud
or misrepresentation by the undersigned in connection with the Loan, including
but not limited to any misrepresentation of the undersigned contained in any
Loan Document, (b) any failure to pay taxes, insurance premiums (except to the
extent that such taxes and insurance premiums are then held by the holder
hereof), assessments, charges for labor or materials or other charges that can
create liens on any portion of the Property, (c) any misapplication of (i)
proceeds of insurance covering any portion of the Property, or (ii) proceeds of
the sale or condemnation of any portion of the Property, (d) any rentals,
income, profits, issues and products received by or on behalf of the undersigned
subsequent to the date on which the holder hereof gives written notice that a
default has occurred under the Loan and not applied to the payment of principal
or interest due under this Note or the payment of operating expenses (excluding
any operator's, manager's, or developer's fee payable to the undersigned or any
affiliate of the undersigned) of the Property, (e) any failure to maintain,
repair or restore the Property in accordance with any Loan Document, to the
extent not covered by insurance proceeds made available to the holder hereof,
(f) any failure by the undersigned to deliver to the holder hereof all unearned
advance rentals and security deposits paid by tenants of the Property received
by or on behalf of the undersigned, and not refunded to or forfeited by such
tenants, (g) any failure by the undersigned to return to, or reimburse the
holder hereof for, all personalty taken from the Property by or on behalf of the
undersigned, except in accordance with the provisions of the Instrument, and (h)
any and all

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indemnities given by the undersigned to the holder hereof set forth in the
Environmental Indemnity Agreement or any other Loan Document in connection with
any environmental matter relating to the Property; and (2) court costs and all
attorneys' fees provided for in any Loan Document. Furthermore, no limitation of
liability or recourse provided above in this paragraph shall (x) apply to the
extent that the holder hereof's rights of recourse to the Property are
suspended, reduced or impaired by or as a result of any act, omission or
misrepresentation of the undersigned or any other party now or hereafter liable
for any part of the Loan and accrued interest thereon, or by or as a result of
any case, action, suit or proceeding to which the undersigned or any such other
party, voluntarily becomes a party; or (y) constitute a waiver, forfeiture,
abrogation or limitation of or on any right accorded by any law establishing a
debtor relief proceeding, including, but not limited to, Title 11, U.S. Code,
which right provides for the assertion in such debtor relief proceeding of a
deficiency arising by reason of the insufficiency of collateral notwithstanding
an agreement of the holder hereof not to assert such deficiency.

     This Note shall be governed by and construed in accordance with the law of
the state in which the Property is located, and applicable federal law. The
parties hereto intend to conform strictly to the applicable usury laws. In no
event, whether by reason of demand for payment, prepayment, acceleration of the
maturity hereof or otherwise, shall the interest contracted for, charged or
received by the holder hereof hereunder or otherwise exceed the maximum amount
permissible under applicable law. If from any circumstances whatsoever interest
would otherwise be payable to the holder hereof in excess of the maximum lawful
amount, the interest payable to the holder hereof shall be reduced automatically
to the maximum amount permitted by applicable law. If the holder hereof shall
ever receive anything of value deemed interest under applicable law which would
apart from this provision be in excess of the maximum lawful amount, an amount
equal to any amount which would have been excessive interest shall be applied to
the reduction of the principal amount owing hereunder in the inverse order of
its maturity and not to the payment of interest, or if such amount which would
have been excessive interest exceeds the unpaid balance of principal hereof,
such excess shall be refunded to the undersigned. All interest paid or agreed to
be paid to the holder hereof shall, to the extent permitted by applicable law,
be amortized, prorated, allocated, and spread throughout the full stated term
(including any renewal or extension) of such indebtedness so that the amount of
interest on account of such indebtedness does not exceed the maximum permitted
by applicable law. The provisions of this paragraph shall control all existing
and future agreements between the undersigned and the holder hereof.

     THE UNDERSIGNED HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY
RIGHT THE UNDERSIGNED MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION
BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONJUNCTION WITH THIS NOTE, THE
INSTRUMENT, ANY OTHER LOAN DOCUMENT, ANY OTHER AGREEMENT CONTEMPLATED TO BE
EXECUTED IN CONNECTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING,
STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY.

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     THE UNDERSIGNED HEREBY ACKNOWLEDGES THAT THE TRANSACTION OF WHICH THIS NOTE
IS A PART IS A COMMERCIAL TRANSACTION, AND HEREBY WAIVES ITS RIGHT TO NOTICE AND
HEARING UNDER CHAPTER 903a OF THE CONNECTICUT GENERAL STATUTES, OR AS OTHERWISE
ALLOWED BY ANY STATE OR FEDERAL LAW WITH RESPECT TO ANY PREJUDGMENT REMEDY WHICH
THE HOLDER OR ITS SUCCESSORS OR ASSIGNS MAY DESIRE TO USE.

     The holder hereof shall have the right to assign, in whole or in part, this
Note, the Instrument and any other Loan Document and all of its rights hereunder
and thereunder, and all of the provisions herein and therein shall continue to
apply to the Loan. The holder hereof shall have the right to participate the
Loan with other parties.

     Interest on the principal sum of this Note shall be calculated on the basis
of the actual number of days elapsed over a year consisting of 360 days.
Interest on this Note shall be paid in arrears.

     The undersigned shall pay the holder hereof, in advance, on the date
hereof, interest only on the outstanding principal balance of this Note, at the
interest rate first mentioned above, from the date hereof through and including
the last day of the calendar month in which this Note is executed.

     Executed as of the date set forth above.

                              TSI REALTY COMPANY,
                              a Delaware corporation


                              By:_____________________(SEAL)

                              Title:__________________

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