Exhibit 10.30
PROMISSORY NOTE
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| $ 14,900,000.00
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April 27, 2006 |
For value received, 2525 N WOODLAWN VSTRM WICHITA KS, LLC, a Delaware limited liability
company, CI05 CLINTONVILLE WI LLC, a Delaware limited liability company and MSI05-3 LLC, a Delaware
limited liability company, having an address at in care of Gladstone Commercial Corporation, 1521
Westbranch Drive, Suite 200, McLean, Virginia 22102
(collectively “Maker”), promises to pay to the
order of IXIS REAL ESTATE CAPITAL INC., a New York corporation, at its principal place of business
at 9 West 57th Street, New York, New York 10019 (together with its successors and assigns “Payee”),
or at such place as the holder hereof may from time to time designate in writing, the principal sum
of FOURTEEN MILLION NINE HUNDRED THOUSAND and No/100 Dollars ($14,900,000.00), in lawful money of
the United States of America, with interest on the unpaid principal balance from time to time
outstanding to be computed in the manner, at the times and, subject to the provisions of Section
2.2.2 of the Loan Agreement (as hereinafter defined), at the Interest Rate provided in that certain
Loan Agreement (as amended, modified, restated, consolidated, replaced or supplemented from time to
time, the “Loan Agreement”) dated as of the date hereof between Maker and Payee. Capitalized terms
used but not defined herein shall have the respective meanings given such terms in the Loan
Agreement.
1. Payment Terms. Maker shall pay the Monthly Debt Service Payment Amount to
Payee in the manner and at the times specified in Article 2 of the Loan Agreement, which
payments shall be applied in the order of priority set forth in said Article 2. Maker shall
also pay
to Payee interest at the Default Rate, Late Payment Charges, the Yield Maintenance Premium, if
any, and all other amounts due and payable as and when provided for in the Loan Agreement.
The balance of the Principal, together with all accrued and unpaid interest thereon, and all
other
amounts payable to Payee hereunder, under the Loan Agreement and under the other Loan
Documents shall be due and payable on the Maturity Date.
2. Loan Documents. This Note is evidence of that certain loan made by Payee to
Maker contemporaneously herewith and is executed pursuant to the terms and conditions of the
Loan Agreement. This Note is secured by and entitled to the benefits of the Mortgages and the
other Loan Documents. Reference is made to the Loan Documents for a description of the
nature and extent of the security afforded thereby, the rights of the holder hereof in respect
of
such security, the terms and conditions upon which this Note is secured and the rights and
duties
of the holder of this Note. All of the agreements, conditions, covenants, provisions and
stipulations contained in the Loan Agreement and the other Loan Documents are by this
reference hereby made part of this Note to the same extent and with the same force and effect
as
if they were fully set forth in this Note, and Maker covenants and agrees to keep and perform
the
same, or cause the same to be kept and performed, in accordance with their terms.
3. Loan Acceleration; Prepayment. The Debt shall, without notice, become
immediately due and payable at the option of Payee upon the happening of any Event of Default.
This Note may not be prepaid except as otherwise expressly provided in, and subject to the
terms
and conditions, of the Loan Agreement.
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4. Revival. 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 the Bankruptcy Code or any other 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.
5. Amendments. 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 Maker
or
Payee, 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.
Whenever used, the singular number shall include the plural, the plural the singular, and the
words “Payee” and “Maker” shall include their respective successors, assigns, heirs, executors
and administrators. If Maker consists of more than one person or party, the obligations and
liabilities of each such person or party shall be joint and several.
6. Waiver. Maker 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,
protest, notice of protest, notice of nonpayment, notice of intent to accelerate the maturity
hereof and of acceleration. No release of any security for the Debt or any Person liable for
payment of the Debt, no extension of time for payment of this Note or any installment hereof, and
no alteration, amendment or waiver of any provision of the Loan Documents made by agreement between
Payee and any other person or party shall release, modify, amend, waive, extend, change, discharge,
terminate or affect the liability of Maker, and any other Person or party who may become liable
under the Loan Documents, for the payment of all or any part of the Debt.
7. Exculpation. It is expressly agreed that recourse against Maker for failure to
perform and observe its obligations contained in this Note shall be limited as and to the
extent
provided in Section 10.1 of the Loan Agreement.
8. Notices. All notices or other communications required or permitted to be given
pursuant hereto shall be given in the manner specified in the Loan Agreement directed to the
parties at their respective addresses as provided therein.
9. Governing
Law. THIS NOTE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
AND THE APPLICABLE LAWS OF THE UNITED STATES OF AMERICA, WHICH LAWS OF THE UNITED STATES OF
AMERICA SHALL, TO THE EXTENT THE SAME PREEMPT SUCH STATE LAWS, GOVERN AND BE CONTROLLING.
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