Exhibit 10.2


 




	
  

  	
  AMENDED AND
  RESTATED PROMISSORY NOTE $14,400,000.00 April 3, 2013 Elmsford, New York Loan
  No. 901000543 THIS AMENDED AND RESTATED PROMISSORY NOTE is made by WU/LH 103
  FAIRVIEW PARK L.L.C., a Delaware limited liability company, and WU/LH 404
  FIELDCREST L.L.C., a Delaware limited liability company (collectively,
  “Borrower”), to and for the benefit of GENWORTH LIFE INSURANCE COMPANY, a
  Delaware corporation (“Lender”). RECITALS A. Lender is the holder of that
  certain Mortgage Note more particularly described in Exhibit A hereto (the
  “Original Note”), which Original Note was assigned to Lender. B. Borrower
  confirms that (a) the outstanding aggregate principal balance under the
  Original Note as of the date hereof is Fourteen Million Four Hundred Thousand
  Dollars ($14,400,000.00), (b) the full principal amount has been advanced
  under the Original Note, and (c) there are no offsets, advances, setoffs,
  defenses or counterclaims against payment of said amount. C. Lender and
  Borrower have agreed to modify and consolidate the terms of the Original
  Note, and in connection therewith, to amend, restate and consolidate the
  Original Note upon the terms and conditions set forth herein. NOW, THEREFORE,
  the Lender and Borrower each hereby amend and restate in their entirety the
  Original Note (the Original Note, as amended and restated hereby, and as the
  same may be amended, restated, modified or extended from time to time, is
  hereinafter referred to as this “Note”) as follows: l. Promise to Pay. FOR
  VALUE RECEIVED, Borrower jointly and severally, promise to pay in lawful
  money of the United States of America to the order of GENWORTH LIFE INSURANCE
  COMPANY, a Delaware corporation (“Lender”), at c/o Bank of America, RESF -
  Servicing, 900 West Trade Street, Suite 650, NCl-026-06-01, Charlotte, North
  Carolina 28255, or such other place either within or without the State of
  North Carolina as Lender may designate in writing from time to time, the
  principal sum of FOURTEEN MILLION FOUR HUNDRED THOUSAND DOLLARS ($14,400,000.00),
  with interest from the date hereof on the unpaid principal balance at the
  rate set forth below. 2. Interest. From the date hereof, interest shall
  accrue on the unpaid principal balance at the rate of THREE AND TWO-TENTHS
  PERCENT (3.2%) per annum. 3. Payments and Term. (a) Principal and interest
  shall be due and payable as follows: (i) A payment of all interest to accrue
  hereon from the Disbursement Date to and including the last day of the month
  during which the Disbursement Date occurs shall be due and payable on the
  Disbursement

  






 















	
  

  	
  Date. For
  purposes of this Note, the “Disbursement Date” shall be the date on which
  disbursement of loan proceeds occurs. (ii) Monthly payments of interest only
  in the sum of THIRTY-EIGHT THOUSAND FOUR HUNDRED DOLLARS ($38,400.00) each
  shall be due and payable on the first day of each calendar month, commencing
  on June 1, 2013 and continuing on the first day of each calendar month
  thereafter to and including May 1, 2014. (iii) Monthly payments of principal
  and interest in the sum of SIXTY-NINE THOUSAND SEVEN HUNDRED NINETY-THREE
  DOLLARS AND SEVENTY-SEVEN CENTS ($69,793.77) each shall be due and payable on
  the first day of each calendar month, commencing on June 1, 2014 and
  continuing on the first day of each calendar month thereafter to and
  including the Maturity Date (hereinafter defined), such payments being based
  upon a twenty-five (25) year amortization period beginning on May 1, 2014.
  (iv) The entire indebtedness evidenced by this Note, if not sooner paid,
  shall be due and payable on April 30, 2018 (the “Maturity Date”). (b) All
  payments on account of the indebtedness evidenced by this Note shall be first
  applied to interest, costs and prepayment fees (if any) and then to
  principal. Interest shall be computed on the basis of a 360-day year
  consisting of twelve 30-day months. 4. Prepayment. This Note may be prepaid
  in full on a scheduled payment date, upon giving the holder of this Note
  (“Holder”) thirty (30) days prior written notice (which notice may be revoked
  by the Borrower without penalty), by paying, in addition to the outstanding
  principal balance at the date of prepayment (plus all accrued interest and
  other sums due under the terms of the Loan Documents, as that term is defined
  below), a Prepayment Fee. The Prepayment Fee is equal to the greater of: (i)
  1% of the principal prepaid (principal outstanding after application of
  payment due on date of prepayment) at the date of prepayment or (ii) the
  present value computed on a monthly basis as of the date of prepayment of all
  future principal and interest payments due under this Note (starting with the
  first monthly payment due after the prepayment date and including any balloon
  payments) using the Discount Rate (as defined below) less the principal
  prepaid. No Prepayment Fee shall be due if this Note is prepaid (a) during
  the 90 days prior to the Maturity Date or (b) in connection with the
  application of insurance proceeds or any condemnation award. Except as
  specifically provided above, Borrower hereby expressly agrees that if, for
  any reason, a prepayment of any or all of this note is made, whether
  voluntary or upon or following any acceleration of the maturity date by
  Lender on account of any Event of Default (as hereinafter defined), including
  but not limited to any transfer or disposition as prohibited or restricted by
  the Mortgage (as hereafter defined), then Borrower shall be obligated to pay
  concurrently therewith, as a prepayment premium, the applicable Prepayment
  Fee specified above. The prepayment fee shall be due and payable in
  connection with all such payments, including but not limited to payments made
  by Borrower or any guarantor after the occurrence of any Event of Default, or
  payments made from the application of proceeds obtained in connection with
  any foreclosure or other sale of all or any collateral securing the loan
  evidenced hereby. Borrower agrees that Lender’s agreement to make the loan on
  the terms and conditions set forth in this Note constitutes adequate
  consideration, given individual weight by Borrower, for this agreement and
  acknowledges that, in making the loan on the terms and conditions set forth
  herein, Lender has given individual weight to the consideration afforded by
  this agreement. -2-

  






 















	
  

  	
  Discount Rate
  (defined) The Discount Rate (DR) is the rate which when compounded monthly,
  is equivalent to the Reinvestment Rate (RR) when compounded semi-annually.
  The DR shall be rounded to the nearest one hundredth of one percent. For
  example, if the RR equaled 2.335%, then the DR would equal 2.34%. This is
  further defined as: DR= ((((1+RR/2)^2)^(1/12))-1)*12 Reinvestment Rate
  (defined) The Reinvestment Rate (RR) is the yield in percent per annum of the
  Treasury Constant Maturity Nominal 10 (TCM) that equals the remaining
  Weighted Average Life (WAL) of the Note as published 5 business days prior to
  the date of prepayment in the Federal Reserve Statistical Release H.15
  Selected Interest Rates. If the remaining WAL of this Note does not equal any
  of the published TCM’s then the Reinvestment Rate will be determined by
  interpolating linearly between two TCM’s, one having a maturity as close as
  possible to, but greater than the remaining WAL of this Note and one having a
  maturity as close as possible to, but less than the remaining WAL of this
  Note. The RR shall be rounded to the nearest one hundredth of one percent.
  For example, if the remaining WAL of the Note on June 24, 2004 was 1.38 years
  then the RR would equal 2.335%. In this example the RR is arrived at by
  interpolating the 1-year and 2-year TCM’s. On June 24, 2004 the 1-year TCM
  equaled 2.11% and the 2-year TCM equaled 2.74%. In the event the Federal
  Reserve Statistical Release H.15 Selected Interest Rates is discontinued or
  no longer published, the Holder of this Note shall, in its sole discretion,
  designate some other daily financial or governmental publication of national
  circulation to determine the Reinvestment Rate which most nearly corresponds
  to the yield of the TCM. Weighted Average Life (defined) The Weighted Average
  Life (WAL) of the Note is the average number of years that each dollar of
  unpaid principal due on the Note remains outstanding. WAL is computed as the
  weighted-average time to the receipt of all future cash flows, using as the
  weights the dollar amounts of the principal paydowns. The WAL shall be
  rounded to the second decimal place (for example: 1.38). For example, for a
  loan with 17 months remaining and principal payments as detailed in Column B
  in the chart below, the WAL would equall. 38 years. A B C Month X Principal
  Payment = Weighted Principal Payment 1 X $4,495 = $4,495 2 X $4,521 = $9,042
  3 X $4,547 = $13,641 4 X $4,574 = $18,295 5 X $4,600 = $23,002 6 X $4,627 =
  $27,763 7 X $4,654 = $32,579 8 X $4,681 = $37,451 9 X $4,709 = $42,378 10 X
  $4,736 = $47,361 11 X $4,764 = $52,401 12 X $4,792 = $57,498 13 X $4,819 =
  $62,653 14 X $4,848 = $67,866 15 X $4,876 = $73,138 -3-

  






 















	
  

  	
  16 X $4,904 =
  $78,469 17 X $1,577,601 = $26,819,214 Totals: $1,652,747 $27,467,245 Column C
  = Column A X Column B WAL =(Total Column C / Total Column B) / 12 Lender
  shall notify Borrower of the amount and the basis of determination for the
  Prepayment Fee, which absent manifest error, shall be conclusive and binding
  upon Lender and Borrower. Borrower expressly understands, acknowledges and
  agrees that (i) the Prepayment Fee is fair and reasonable and represents a
  reasonable estimate of the fair compensation for the loss that Lender shall
  sustain due to the early prepayment of the outstanding principal under the
  Note, (ii) its agreement to pay the Prepayment Fee is a material inducement
  to Lender to make the loan, without which inducement Lender would not make
  the loan and (iii) the Prepayment Fee shall be paid without prejudice to the
  right of Lender to collect and retain any and all other amounts or charges provided
  to be paid hereunder or under the other Loan Documents. 5. Events of Default.
  (a) The occurrence of any one or more of the following shall constitute an
  Event of Default under this Note: (i) Borrower’s failure to make any payment
  of principal or interest when due hereon, followed by Borrower’s failure to
  make such payment within ten (10) days after written notice thereof given to
  Borrower by Lender; provided, however, that Lender shall not be obligated to
  give Borrower written notice prior to exercising its remedies with respect to
  such default if Lender had previously given Borrower during the previous
  twelve (12) month period a notice of default for failure to make a payment of
  principal or interest hereon. (ii) The occurrence of any other Event of Default,
  as that term is defined in the Mortgage referred to in the “Security; Loan
  Documents” section below. (b) Time is of the essence. Upon the occurrence of
  any Event of Default under this Note, (i) the entire principal balance hereof
  and all accrued interest shall, at the option of Lender, without notice, bear
  interest at a rate from time to time equal to five (5) percentage points over
  what would otherwise be the Note rate (or the maximum rate permitted by
  applicable law if that is less) from the date of occurrence of the event or
  circumstance giving rise to the Event of Default until the Event of Default
  is cured and (ii) the entire principal balance hereof and all accrued
  interest shall immediately become due and payable at the option of Lender, without
  notice. Lender’s failure to exercise any option hereunder shall not
  constitute a waiver of the right to exercise the same in the event of any
  subsequent default. Borrower acknowledges that, during the period of time
  that any payment of principal, interest or other amount due under this Note
  is delinquent, Lender will incur costs, expenses and losses attributable to
  such things as its loss of use of the moneys due and to the adverse impact on
  its ability to meet its other obligations and to avail itself of other
  opportunities. Borrower further acknowledges that the exact amount of the
  costs, expenses and losses would be extremely difficult or impractical to
  ascertain. Borrower and Lender agree that the increased rate of interest
  provided for in clause (b)(i) above represents a fair and reasonable estimate
  of the costs, expenses and losses Lender will incur by reason of any such
  delinquency in payment. (c) At Lender’s option, any written notice of default
  required to be given to Borrower hereunder may be given in the form of a
  statutory notice of default under the laws of the State of New York relating
  to foreclosures of mortgages. -4-

  






 















	
  

  	
  6. Late
  Charges. Borrower acknowledges that, if any monthly installment payment under
  this Note is not made when due (other than a balloon payment due upon
  maturity), Lender will as a result thereof incur costs not contemplated by
  this Note, the exact amount of which would be extremely difficult or
  impracticable to ascertain. Such costs include without limitation processing
  and accounting charges. Accordingly, except as may otherwise be mandated by
  applicable law, Borrower hereby agrees to pay to Lender with respect to each
  monthly installment payment which is not received by Lender within five (5)
  days of (and including) the date when due (four (4) days after the due date)
  a late charge equal to FIVE PERCENT (5%) of the amount of the payment.
  Borrower and Lender agree that such late charge represents a fair and
  reasonable estimate of the costs Lender will incur by reason of such late
  payment. Acceptance of such late charge by Lender shall in no event
  constitute a waiver of the default with respect to the overdue amount, and
  shall not prevent Lender from exercising any of the other rights and remedies
  available to Lender. 7. Security; Loan Documents. This Note is secured, among
  other documents, by an Amended and Restated Mortgage, Assignment of Rents and
  Leases, and Security Agreement (the “Mortgage”) encumbering property (the
  “Property’’) located in Westchester County, New York. This Note, the Mortgage
  and all other related instruments and documents are collectively referred to
  herein as the “Loan Documents.” 8. Collection Expenses. If there occurs any
  event or circumstance which is or which with the passage of time, the giving
  of notice, or both, will constitute an Event of Default, and in connection
  therewith Lender consults an attorney regarding the enforcement of any of its
  rights or remedies under this Note or any of the other Loan Documents, or if
  this Note is placed in the hands of an attorney for collection, or if suit is
  brought to enforce this Note or any of the other Loan Documents, Borrower
  promises to pay Lender on demand for all fees, costs and expenses, including
  reasonable attorneys’ fees, incurred in connection therewith. Such fees,
  costs and expenses shall include those incurred with or without suit and
  those incurred at or in preparation for any trial, appeal or review or in any
  proceedings under any present or future federal bankruptcy act or state
  receivership law, and any post-judgment collection proceedings. 9. Waivers.
  Except as expressly provided in this Note to the contrary, Borrower hereby
  waives presentment, protest and demand for payment, notice of protest,
  demand, dishonor and nonpayment of this Note. 10. Joint and Several
  Liability. The liability of each of the undersigned is joint and several with
  respect to all obligations hereunder. 11. Limitation of Liability. (a)
  Borrower is hereby released from all personal liability under the Loan
  Documents to the extent such release does not operate to invalidate the lien
  of the Mortgage. In the event of foreclosure of the Mortgage or other
  enforcement of the collection of the indebtedness evidenced by this Note,
  Lender agrees, and any holder hereof shall be deemed by acceptance hereof to
  have agreed, not to take a deficiency judgment against Borrower with respect
  to said indebtedness. (b) Notwithstanding the provisions of paragraph (a) of
  this “Limitation of Liability” section, however, Borrower shall be fully and
  personally liable to the holder of this Note for all claims, demands,
  damages, losses, liabilities, fines, penalties, fees, liens, costs and
  expenses, including attorneys’ fees, suffered or incurred by Lender on
  account of or in connection with: -5-

  






 















	
  

  	
  (i) Waste
  committed or knowingly permitted to the Property, or fraud or willful
  misrepresentation committed by Borrower; (ii) The retention of any rental
  income or other income arising with respect to the Property collected by
  Borrower after the occurrence of any event or circumstance which is or which
  with the passage of time, the giving of notice, or both will constitute an
  Event of Default and prior to the cure (if any) of such event or
  circumstance, to the extent that any such retained income is not used to pay
  capital or operating expenses of the Property; (iii) The retention of
  security deposits or other deposits made by tenants of the Property which are
  not paid to tenants when due or transferred to Lender or any other party
  acquiring the Property at a foreclosure sale or any transfer in lieu of
  foreclosure; (iv) The removal or disposition by Borrower of any personal
  property or fixtures encumbered by the Mortgage which are not replaced as
  required by the Mortgage; (v) The misapplication of any proceeds under any
  insurance policies or awards resulting from condemnation or the exercise of
  the power of eminent domain or by reason of damage or destruction to any
  portion of the Property or any building or buildings located thereon; (vi)
  Any property taxes or assessments which accrued prior to the earlier of (i)
  Lender, its nominee or any bidder at a foreclosure sale taking title to the
  Property or (ii) Borrower’s tender to Lender of a deed to the Property in
  recordable and insurable form; (vii) Borrower’s failure to maintain in full
  force and effect hazard, liability and other insurance coverages as required
  by the Mortgage; (viii) Borrower’s failure to perform any obligations under
  the Environmental Indemnity executed in connection with this Note, and any
  other breach of covenant, breach of warranty or misrepresentation by Borrower
  under the Mortgage, the Environmental Indemnity or any of the other Loan
  Documents with respect to hazardous, toxic and dangerous wastes, substances
  and materials. There will be no liability to the Borrower for such wastes,
  substances and materials which are introduced to the Property subsequent to a
  permitted transfer of the Property by Borrower or to the Lender’s acquisition
  of title as a result of foreclosure or deed in lieu of foreclosure (the date
  of such transfer or acquisition being referred to as the “Transfer Date”);
  provided, however, the Borrower shall bear the burden of proof that the
  introduction and initial release of such wastes, substances and materials (i)
  occurred subsequent to the Transfer Date, (ii) did not occur as a result of
  any action of Borrower, and (iii) did not occur as a result of continuing
  migration or release of any such waste, substance or material introduced
  prior to the Transfer Date in, on, under or near the Property; and (ix) The
  acceptance by Lender of an assignment of the Original Note, rather than
  making the loan evidenced hereby without such assignment, including without
  limitation any loss or cost as a result of a failure to pay any applicable
  fees or taxes. Nor shall Borrower be entitled to the benefits of the
  provisions of paragraph (a) of this “Limitation of Liability” section upon
  the occurrence of any one or more of the events described in clauses (A), (B)
  or (C) below (the events described in clauses (A), (B) and (C) below being
  hereinafter collectively referred to as “Full Recourse Events”): (A) Without
  Lender’s prior written consent, the Property or any part thereof or interest
  therein is encumbered by any consensual lien or encumbrance other than that
  of the Mortgage; provided, however, that, for purposes of this clause (A),
  the lien or encumbrance of general property taxes or special assessments or
  of persons supplying labor or materials to or in connection with the Property
  shall not be deemed to be consensual in nature; or (B) Without Lender’s prior
  written consent, the Property or any part thereof or interest therein is sold
  (by contract or otherwise), conveyed or otherwise transferred; or -6-

  






 















	
  

  	
  (C) The filing
  of any bankruptcy or insolvency proceeding by Borrower. Upon the occurrence
  of any one or more Full Recourse Events, the provisions of paragraph (a) of
  this “Limitation of Liability” section shall immediately and automatically be
  of no further force or effect, and Borrower shall thereupon and thereafter
  have personal liability on this Note without regard to the provisions of
  paragraph (a) of this “Limitation of Liability” section. (c) The limitations
  on personal liability contained in paragraph (a) of this “Limitation of Liability”
  section are not intended and shall not be deemed to constitute a forgiveness
  of the indebtedness evidenced by this Note or a release of the obligation to
  repay said indebtedness according to the terms and provisions hereof, but
  shall operate solely to limit the remedies otherwise available to the holder
  hereof for the enforcement and collection of such indebtedness. (d) As used
  in this “Limitation of Liability” section, the term “Borrower” includes (i)
  Borrower (and each of them, if more than one) and (ii) all general partners
  of any Borrower which is a general or limited partnership. The personal
  liability hereunder of all persons included within the term “Borrower” shall
  be joint and several. (e) The provisions of this “Limitation of Liability” section
  shall control over any conflicting provisions of this Note, the Mortgage or
  any other instrument or document executed in connection with the indebtedness
  evidenced hereby. 12. Limitation on Interest and Loan Charges. Interest, fees
  and charges collected or to be collected in connection with the indebtedness
  evidenced hereby shall not exceed the maximum, if any, permitted by any
  applicable law. If any such law is interpreted so that said interest, fees
  and/or charges would exceed any such maximum and Borrower is entitled to the
  benefit of such law, then: (A) such interest, fees and/or charges shall be
  reduced by the amount necessary to reduce the same to the permitted maximum;
  and (B) any sums already collected from Borrower which exceeded the permitted
  maximum will be refunded. Lender may choose to make the refund either by
  treating the payments, to the extent of the excess, as prepayments of
  principal or by making a direct payment to Borrower. No prepayment premium
  shall be assessed on prepayments under this paragraph. The provisions of this
  paragraph shall control over any inconsistent provision of this Note or the
  Mortgage or any other document executed in connection with the indebtedness
  evidenced hereby. 13. Governing Law. This Note shall be construed, enforced
  and otherwise governed by the laws of the State of New York. 14. Lender. As
  used herein, the term “Lender” includes any subsequent holder of or
  participant in this Note. 15. Seal and Effective Date. This Promissory Note
  is an instrument executed under seal and is to be considered effective and
  enforceable as of the date set forth on the first page hereof, independent of
  the date of actual execution and delivery. 16. Amended and Restated Note.
  This Note amends and restates, in their entirety, the terms and provisions of
  the Original Note. This Note does not constitute a novation of the Borrower’s
  obligations under the Original Note, but a consolidation, amendment and
  restatement of such obligations. -7-

  






 















	
  

  	
  17. Waiver of
  Jury Trial. TO THE EXTENT PERMITTED BY LAW, LENDER AND BORROWER HEREBY
  KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAlVE THE RIGHT EITHER MAY HAVE TO A
  TRIAL BY JURY IN ANY ACTION, WHETHER ARISING IN CONTRACT OR TORT, BY STATUTE
  OR OTHERWISE, IN ANY WAY RELATED TO THIS NOTE. BORROWER ACKNOWLEDGES THAT
  THIS PROVISION IS A MATERIAL INDUCEMENT FOR LENDER’S EXTENDING CREDIT TO
  MAKER THAT THE LENDER WOULD NOT HAVE EXTENDED CREDIT WITHOUT THIS JURY TRIAL
  WAIVER, THAT BORROWER HAS BEEN REPRESENTED BY AN ATTORNEY OR HAS HAD AN
  OPPORTUNITY TO CONSULT WITH AN ATTORNEY IN CONNECTION WITH THIS JURY TRIAL
  WAIVER TO UNDERSTAND THE LEGAL EFFECT OF THIS WAIVER, AND NO WAIVER OR
  LIMITATION OF LENDER’S RIGHTS UNDER THIS PARAGRAPH SHALL BE EFFECTIVE UNLESS
  IN WRITING AND MANUALLY SIGNED ON LENDER’S BEHALF. Borrower acknowledges that
  the above paragraph has been expressly bargained for by Lender as part of the
  loan evidenced hereby and that, but for Borrower’s agreement and the
  agreement of any other person liable for payment hereof thereto, Lender would
  not have extended the loan for the term and with the interest rate provided
  herein. [Signatures Begin On Following Page] -8-

  






 















	
  

  	
  WU/LH 103
  FAIRVIEW PARK L.L.C., a Delaware limited liability company By: GTJ Realty,
  LP, a Delaware limited partnership, Manager By: GTJ GP, LLC, a Maryland
  limited liability company, General Partner By: GTJ REIT, Inc., a Maryland
  corporation, Manager By: Name : Louis Sheinker Title: President WU/LH 404
  FIELDCREST L.L.C., a Delaware limited liability company By: GTJ Realty, LP, a
  Delaware limited partnership, Manager By: GTJ GP, LLC, a Maryland limited
  liability company, General Partner By: GTJ REIT, Inc., a Maryland
  corporation, Manager By: Name : Louis Sheinker Title: President

  






 















	
  

  	
  EXHIBIT A TO
  NOTE Note Schedule Mortgage Note dated as of February 25, 2008 made by WU/LH
  470 BRIDGEPORT L.L.C., WU/LH 950 BRIDGEPORT L.L.C., WU/LH 12 CASCADE L.L.C.,
  WU/LH 15 EXECUTIVE L.L.C., WU/LH 22 MARSH HILL L.L.C., WU/LH 25 EXECUTIVE
  L.L.C., WU/LH 269 LAMBERT L.L.C., WU/LH 401 FIELDCREST L.L.C., WU/LH 404
  FIELDCREST L.L.C., WU/LH 36 MIDLAND L.L.C., WU/LH 100-110 MIDLAND L.L.C.,
  WU/LH 112 MIDLAND L.L.C., WU/LH 199 RIDGEWOOD L.L.C., WU/LH 203 RIDGEWOOD
  L.L.C., WU/LH 8 SLATER L.L.C., WU/LH 100 AMERICAN L.L.C., WU/LH 200 AMERICAN
  L.L.C., WU/LH 300 AMERICAN L.L.C., WU/LH 400 AMERICAN L.L.C. and WU/LH 500
  AMERICAN L.L.C., each a Delaware limited liability company in favor of JOHN
  HANCOCK LIFE INSURANCE COMPANY (U.S.A.), a Michigan corporation, doing its
  mortgage business in New York as Manulife Financial, successor by merger to
  JOHN HANCOCK LIFE INSURANCE COMPANY, a Massachusetts corporation, as (i)
  modified by Partial Release of Mortgage dated April 3 2013 from JOHN HANCOCK
  LIFE INSURANCE COMPANY, and (ii) assigned by Allonge to Mortgage Note dated
  April 3, 2013 from JOHN HANCOCK LIFE INSURANCE COMPANY to GENWORTH LIFE
  INSURANCE COMPANY. -2-