{"id":41219,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/promissory-note-gmac-commercial-mortgage-corp-and-tsi-realty.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"promissory-note-gmac-commercial-mortgage-corp-and-tsi-realty","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/promissory-note-gmac-commercial-mortgage-corp-and-tsi-realty.html","title":{"rendered":"Promissory Note &#8211; GMAC Commercial Mortgage Corp. and TSI Realty Co."},"content":{"rendered":"<pre>\n                                PROMISSORY NOTE\n\nUS$12,000,000                                              Stamford, Connecticut\n                                                               December 12, 1997\n\n\n     FOR VALUE RECEIVED, the undersigned promises to pay GMAC COMMERCIAL\nMORTGAGE CORPORATION, or order, the principal sum of TWELVE MILLION AND 00\/100\nDollars, with interest on the unpaid principal balance from the date of this\nNote, until paid, at the rate of Seven and 60\/100 (7.60%) percent per annum. The\nprincipal and interest shall be payable at 650 Dresher Road, Horsham, PA 19044,\nor such other place as the holder hereof may designate in writing, in\nconsecutive monthly installments of ONE HUNDRED ELEVEN THOUSAND NINE HUNDRED\nTWENTY FOUR AND 50\/100 Dollars (US$111,924.50) on the 1st day of each month\nbeginning February, 1998, (herein 'amortization commencement date'), until the\nentire indebtedness evidenced hereby is fully paid, except that any remaining\nindebtedness, if not sooner paid, shall be due and payable on January 1, 2013\n(the 'Maturity Date').\n\n     If any installment under this Note is not paid when due, the entire\nprincipal amount outstanding hereunder and accrued interest thereon shall at\nonce become due and payable, at the option of the holder hereof. The holder\nhereof may exercise this option to accelerate during any default by the\nundersigned regardless of any prior forbearance. In the event of any default in\nthe payment of this Note or any other payment due under the Instrument or any\nother Loan Document (as such terms are hereinafter defined) and if the same is\nreferred to an attorney at law for collection or any action at law or in equity\nis brought with respect hereto, the undersigned shall pay the holder hereof all\nexpenses and costs, including, but not limited to, attorneys' fees.\n\n     If any installment under this Note is not received by the holder hereof\nwithin ten (10) calendar days after the installment is due, the undersigned\nshall pay to the holder hereof a late charge of the greater of (a) US$250.00 or\n(b) five percent (5%) of such installment, such late charge to be immediately\ndue and payable without demand by the holder hereof. If any installment under\nthis Note or any other monetary payment due under this Note, the Instrument or\nany other Loan Document remains past due for ten (10) calendar days or more, the\noutstanding principal balance of this Note shall bear interest during the period\nin which the undersigned is in default at a rate of Twelve and 60\/100 (12.60%)\npercent per annum, or if there shall exist any non-monetary default under this\nNote, the Instrument or any other Loan Document which remains uncured for the\nlater of (i) ten (10) calendar days or (ii) the expiration of any applicable\ngrace or cure period specifically provided in the Instrument, the outstanding\nprincipal balance of this Note shall bear interest during the period the\nundersigned is in default at the rate of Nine and 60\/100 (9.60%) percent per\nannum, or, if such increased rate of interest may not be collected from the\nundersigned under applicable law, then at the maximum increased rate of\ninterest, if any, which may be collected from the undersigned under applicable\nlaw.\n\n \n     From time to time, without affecting the obligation of the undersigned or\nthe successors or assigns of the undersigned to pay the outstanding principal\nbalance of this Note and observe the covenants of the undersigned contained\nherein, in the Instrument or in any other Loan Document without affecting the\nguaranty of any person, corporation, partnership or other entity for payment of\nthe outstanding principal balance of this Note, without giving notice to or\nobtaining the consent of the undersigned, the successors or assigns of the\nundersigned or guarantors, and without liability on the part of the holder\nhereof, the holder hereof may, at the option of the holder hereof, extend the\ntime for payment of said outstanding principal balance or any part thereof,\nreduce the payments thereon, release anyone liable on any of said outstanding\nprincipal balance, accept a renewal of this Note, modify the terms and time of\npayment of said outstanding principal balance, join in any extension or\nsubordination agreement, release any security given herefor, take or release\nother or additional security, and agree in writing with the undersigned to\nmodify the rate of interest or period of amortization of this Note or change the\namount of the monthly installments payable hereunder.\n\n     Presentment, notice of dishonor, and protest are hereby waived by all\nmakers, sureties, guarantors and endorsers hereof. This Note shall be the joint\nand several obligation of all makers, sureties, guarantors, and endorsers, and\nshall be binding upon them and their successors and assigns.\n\n     The Indebtedness evidenced by this Note is secured by, among other things,\nthat certain Open End Mortgage Deed, Assignment of Rents and Security Agreement\n(the 'Instrument'), executed by the undersigned, encumbering real property more\nparticularly described therein (the 'Property'), dated of even date herewith,\nand reference is made thereto for rights as to acceleration of the Indebtedness\nevidenced by this Note.\n\n     Prior to and through December 31, 2005, this Note may not be prepaid in\nwhole or (except as hereinafter provided) in part. Commencing January 1, 2006\nand continuing through and including June 30, 2012, this Note may only be\nprepaid (whether voluntarily or involuntarily, except as hereinafter provided,\nand including any acceleration by the holder hereof) in whole (but not in part)\nupon not less than forty five (45) days and not more than ninety (90) days prior\nwritten notice by the undersigned to the holder hereof and the simultaneous\npayment by the undersigned to the holder hereof of an amount (the 'Yield\nMaintenance Premium') equal to the aggregate (without duplication) of:\n\n          (a)  the product obtained by multiplying (1) the entire unpaid\n     principal balance of this Note at the time of prepayment, times (2) the\n     difference obtained by subtracting from the interest rate on this Note the\n     yield rate (the 'Yield Rate') on the 5.94% U.S. Treasury Security due\n     November, 2012 (the 'Specified U.S. Treasury Security'), as the Yield Rate\n     is reported in the Wall Street Journal on the fifth Business Day (as\n     hereinafter defined) preceding (x) the date notice of prepayment is given\n     to holder hereof where prepayment is voluntary, or (y) the date holder\n     hereof\n\n                                      -2-\n\n \n     accelerates the Loan (as hereinafter defined), times (3) the present value\n     factor calculated using the following formula:\n\n               1-(1 + r)\/-n\/\n               ---------  \n                   r\n\n                        r =  Yield Rate\n                        n =  the number of years, and any fraction thereof,\n                             remaining between the prepayment date and the\n                             Maturity Date.\n\n          In the event that no Yield Rate is published for the Specified U.S.\n     Treasury, then the nearest equivalent U.S. Treasury Security shall be\n     selected at the holder hereof's sole discretion. If the publication of such\n     Yield Rates in the Wall Street Journal is discontinued, the holder hereof\n     shall determine such Yield Rates from another source selected by the holder\n     hereof. As used herein, the term 'Business Day' means any day other than a\n     Saturday, a Sunday, or any other day on which the holder hereof is not open\n     for business; and\n\n          (b)  an amount equal to the interest which would have accrued on the\n     amount of such prepayment during the remaining days of the full calendar\n     month within which such prepayment is made.\n\n     In the event of a prepayment of this Note after June 30, 2012, Borrower\nshall pay, together with the amount of such prepayment, an amount equal to the\ninterest which would have been accrued on the amount of such prepayment during\nthe remaining days of the full calendar month within which such prepayment is\nmade.\n\n     The undersigned shall pay the Yield Maintenance Premium whether the\nprepayment is voluntary or involuntary (in connection with holder hereof's\nacceleration of the unpaid principal balance of this Note) or the Instrument is\nsatisfied or released by foreclosure (whether by power of sale or judicial\nproceeding), deed in lieu of foreclosure or by any other means. Notwithstanding\nany other provision herein to the contrary, the undersigned shall not be\nrequired to pay any Yield Maintenance Premium in connection with any prepayment\noccurring as a result of the application of Insurance proceeds or condemnation\nawards under the Instrument.\n\n     The Yield Maintenance Premium is not a penalty or additional interest, but\nis holder hereof's cost of liquidating its investments in the event of any\nprepayment of this Note. The undersigned hereby covenants and agrees to\nindemnify holder hereof and hold it harmless from any costs, fees, expenses\n(including reasonable attorney's fees) resulting from any action, litigation or\njudicial decision alleging, claiming or holding that the Yield Maintenance\nPremium is a penalty or additional interest, and from any damages (whether\ncompensatory or punitive) ordered by a court, judge or administrative law judge\nwhich may determine that the Yield Maintenance Premium is a penalty or\nadditional interest.\n\n                                      -3-\n\n \n     Notwithstanding anything herein contained to the contrary, any permitted\nprepayment of this Note may only be made by payment of the principal amount to\nbe prepaid together with (i) the applicable Yield Maintenance Premium, (ii) all\naccrued and unpaid interest and (iii) any other sums due under this Note, the\nInstrument or any other Loan Document.\n\n     Subject to the qualifications below in this paragraph, the undersigned\nshall be liable for payment and performance of all of the obligations, covenants\nand agreements of the undersigned under this Note, the Instrument, the\nAssignment of Leases and Rents (herein so called), dated of even date herewith,\nand executed by the undersigned to the holder hereof, the Environmental\nIndemnity Agreement (herein so called), dated of even date herewith, and\nexecuted by the undersigned and the holder hereof, and all other instruments and\ndocuments evidencing, securing or governing the terms of the loan (the 'Loan')\nevidenced by this Note (collectively, the 'Loan Documents'), to the full extent\n(but only to the extent) of all of the Property and any other items, property or\namounts which are collateral or security for the Loan. If a default occurs in\nthe timely and proper payment of any portion of such indebtedness or in the\ntimely performance of any obligations, agreements or covenants under any of the\nLoan Documents, except as set forth below in this paragraph, neither the\nundersigned, nor any partner of the undersigned, nor any partner, stockholder,\ndirector or officer of any partner of the undersigned, shall be personally\nliable for the repayment of any of the principal of, interest on, or prepayment\nfees or late charges, or other charges or fees, due in connection with, the\nLoan, the performance of any covenants of the undersigned under this Note, the\nInstrument or any of the other Loan Documents or for any deficiency judgment\nwhich the holder hereof may obtain after default by the undersigned.\nNotwithstanding the foregoing provisions of this paragraph or any other\nagreement, the undersigned shall be fully and personally liable for any and all:\n(1) liabilities, costs, losses, damages, expenses or claims (including, without\nlimitation, any reduction in the value of the Property or any other items,\nproperty or amounts which are collateral or security for the Loan) suffered or\nincurred by the holder hereof by reason of or in connection with (a) any fraud\nor misrepresentation by the undersigned in connection with the Loan, including\nbut not limited to any misrepresentation of the undersigned contained in any\nLoan Document, (b) any failure to pay taxes, insurance premiums (except to the\nextent that such taxes and insurance premiums are then held by the holder\nhereof), assessments, charges for labor or materials or other charges that can\ncreate liens on any portion of the Property, (c) any misapplication of (i)\nproceeds of insurance covering any portion of the Property, or (ii) proceeds of\nthe sale or condemnation of any portion of the Property, (d) any rentals,\nincome, profits, issues and products received by or on behalf of the undersigned\nsubsequent to the date on which the holder hereof gives written notice that a\ndefault has occurred under the Loan and not applied to the payment of principal\nor interest due under this Note or the payment of operating expenses (excluding\nany operator's, manager's, or developer's fee payable to the undersigned or any\naffiliate of the undersigned) of the Property, (e) any failure to maintain,\nrepair or restore the Property in accordance with any Loan Document, to the\nextent not covered by insurance proceeds made available to the holder hereof,\n(f) any failure by the undersigned to deliver to the holder hereof all unearned\nadvance rentals and security deposits paid by tenants of the Property received\nby or on behalf of the undersigned, and not refunded to or forfeited by such\ntenants, (g) any failure by the undersigned to return to, or reimburse the\nholder hereof for, all personalty taken from the Property by or on behalf of the\nundersigned, except in accordance with the provisions of the Instrument, and (h)\nany and all\n\n                                      -4-\n\n \nindemnities given by the undersigned to the holder hereof set forth in the\nEnvironmental Indemnity Agreement or any other Loan Document in connection with\nany environmental matter relating to the Property; and (2) court costs and all\nattorneys' fees provided for in any Loan Document. Furthermore, no limitation of\nliability or recourse provided above in this paragraph shall (x) apply to the\nextent that the holder hereof's rights of recourse to the Property are\nsuspended, reduced or impaired by or as a result of any act, omission or\nmisrepresentation of the undersigned or any other party now or hereafter liable\nfor any part of the Loan and accrued interest thereon, or by or as a result of\nany case, action, suit or proceeding to which the undersigned or any such other\nparty, voluntarily becomes a party; or (y) constitute a waiver, forfeiture,\nabrogation or limitation of or on any right accorded by any law establishing a\ndebtor relief proceeding, including, but not limited to, Title 11, U.S. Code,\nwhich right provides for the assertion in such debtor relief proceeding of a\ndeficiency arising by reason of the insufficiency of collateral notwithstanding\nan agreement of the holder hereof not to assert such deficiency.\n\n     This Note shall be governed by and construed in accordance with the law of\nthe state in which the Property is located, and applicable federal law. The\nparties hereto intend to conform strictly to the applicable usury laws. In no\nevent, whether by reason of demand for payment, prepayment, acceleration of the\nmaturity hereof or otherwise, shall the interest contracted for, charged or\nreceived by the holder hereof hereunder or otherwise exceed the maximum amount\npermissible under applicable law. If from any circumstances whatsoever interest\nwould otherwise be payable to the holder hereof in excess of the maximum lawful\namount, the interest payable to the holder hereof shall be reduced automatically\nto the maximum amount permitted by applicable law. If the holder hereof shall\never receive anything of value deemed interest under applicable law which would\napart from this provision be in excess of the maximum lawful amount, an amount\nequal to any amount which would have been excessive interest shall be applied to\nthe reduction of the principal amount owing hereunder in the inverse order of\nits maturity and not to the payment of interest, or if such amount which would\nhave been excessive interest exceeds the unpaid balance of principal hereof,\nsuch excess shall be refunded to the undersigned. All interest paid or agreed to\nbe paid to the holder hereof shall, to the extent permitted by applicable law,\nbe amortized, prorated, allocated, and spread throughout the full stated term\n(including any renewal or extension) of such indebtedness so that the amount of\ninterest on account of such indebtedness does not exceed the maximum permitted\nby applicable law. The provisions of this paragraph shall control all existing\nand future agreements between the undersigned and the holder hereof.\n\n     THE UNDERSIGNED HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY\nRIGHT THE UNDERSIGNED MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION\nBASED HEREON, OR ARISING OUT OF, UNDER OR IN CONJUNCTION WITH THIS NOTE, THE\nINSTRUMENT, ANY OTHER LOAN DOCUMENT, ANY OTHER AGREEMENT CONTEMPLATED TO BE\nEXECUTED IN CONNECTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING,\nSTATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY.\n\n                                      -5-\n\n \n     THE UNDERSIGNED HEREBY ACKNOWLEDGES THAT THE TRANSACTION OF WHICH THIS NOTE\nIS A PART IS A COMMERCIAL TRANSACTION, AND HEREBY WAIVES ITS RIGHT TO NOTICE AND\nHEARING UNDER CHAPTER 903a OF THE CONNECTICUT GENERAL STATUTES, OR AS OTHERWISE\nALLOWED BY ANY STATE OR FEDERAL LAW WITH RESPECT TO ANY PREJUDGMENT REMEDY WHICH\nTHE HOLDER OR ITS SUCCESSORS OR ASSIGNS MAY DESIRE TO USE.\n\n     The holder hereof shall have the right to assign, in whole or in part, this\nNote, the Instrument and any other Loan Document and all of its rights hereunder\nand thereunder, and all of the provisions herein and therein shall continue to\napply to the Loan. The holder hereof shall have the right to participate the\nLoan with other parties.\n\n     Interest on the principal sum of this Note shall be calculated on the basis\nof the actual number of days elapsed over a year consisting of 360 days.\nInterest on this Note shall be paid in arrears.\n\n     The undersigned shall pay the holder hereof, in advance, on the date\nhereof, interest only on the outstanding principal balance of this Note, at the\ninterest rate first mentioned above, from the date hereof through and including\nthe last day of the calendar month in which this Note is executed.\n\n     Executed as of the date set forth above.\n\n                              TSI REALTY COMPANY,\n                              a Delaware corporation\n\n\n                              By:_____________________(SEAL)\n\n                              Title:__________________\n\n                                      -6-\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7618,9360],"corporate_contracts_industries":[9532,9388],"corporate_contracts_types":[9560,9567],"class_list":["post-41219","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-general-motors-corp","corporate_contracts_companies-world-wrestling-federation-entertainment-inc","corporate_contracts_industries-travel__services","corporate_contracts_industries-autos__autos","corporate_contracts_types-finance","corporate_contracts_types-finance__loan"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41219","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41219"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41219"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41219"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41219"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}