Exhibit 10.3


 




	
  

  	
  Loan No.
  901000543 UNCONDITIONAL GUARANTY THIS UNCONDITIONAL GUARANTY (this
  “Guaranty’’) is made this 3rd day of April, 2013, by GTJ REALTY, LP, a
  Delaware limited partnership (“Guarantor”) to and for the benefit of GENWORTH
  LIFE INSURANCE COMPANY, a Delaware corporation (“Lender”). BACKGROUND 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”) have applied to Lender for a loan (the “Loan”) in the principal
  amount of FOURTEEN MILLION FOUR HUNDRED THOUSAND DOLLARS ($14,400,000.00).
  The Loan will be evidenced by an Amended and Restated Promissory Note (the
  “Note”) in the Loan amount and will be secured by an Amended and Restated Mortgage,
  Assignment of Rents and Leases, and Security Agreement (the “Mortgage”) on
  real property located in Westchester County, New York, commonly described as
  103 Fairview Park Drive and 404 Fieldcrest Drive, Elmsford, New York 10523.
  An Environmental Indemnity (the “Environmental Indemnity’’) has also been
  executed by Borrower and Guarantor in connection with the Loan. The Note, the
  Mortgage and all other documents (other than the Environmental Indemnity)
  executed in connection with the Loan are hereinafter collectively referred to
  as the “Loan Documents.” All moneys due or which may become due under the
  Loan Documents, or any of them, and the due and punctual performance and
  observance of all the other terms, covenants and conditions of the Loan
  Documents, whether according to the present terms of the Loan Documents or at
  any earlier or accelerated date or dates as provided therein, or pursuant to
  any extension of time, or to any change or changes in the terms, covenants
  and conditions of the Loan Documents, are hereinafter collectively referred
  to as the “Indebtedness.” The Loan is conditioned upon Guarantor’s execution
  and delivery to Lender of this Guaranty. NOW, THEREFORE, in consideration of
  benefits to Guarantor from Borrower, the receipt and sufficiency of which are
  hereby acknowledged by Guarantor, and to induce Lender to make the Loan to
  Borrower, Guarantor agrees as follows: 1. Unconditional Guaranty of Payment.
  (a) Guarantor unconditionally, absolutely and irrevocably guarantees the due
  and punctual payment of all moneys due or which may become due to Lender by
  Borrower in connection with the Loan for any and all claims, demands,
  damages, losses, liabilities, fines, penalties, fees, liens, costs and
  expenses, including attorneys’ fees, suffered or itincurred by Lender on
  account of or in connection with: (i) Waste committed or knowingly permitted
  to the property encumbered by the Mortgage, or fraud or willful
  misrepresentation committed by Borrower; (ii) The retention by Borrower of
  any rental income or other income arising with respect to the property
  encumbered by the Mortgage collected by Borrower after the occurrence of all
  “Event of Default,” as that term is defined in the Note and prior to the cure
  (if any) of such default, to the extent that any such retained income is not
  used to pay capital or operating expenses of said property; (iii) The
  retention of security deposits or other deposits made by tenants of the
  property encumbered by the Mortgage 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 by Borrower 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 encumbered by the Mortgage or any building or
  buildings located thereon; (vi) Any property taxes or assessments which
  accrue prior to the earlier of (i) Lender, its nominee or any bidder at a
  foreclosure sale taking title to the property encumbered by the Mortgage or
  (ii) Borrower’s tender to Lender of a deed to the property encumbered by the
  Mortgage 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) Any breach of covenant, breach
  of warranty or misrepresentation by Borrower under the Mortgage or any of the
  other Loan Documents with respect to hazardous, toxic and dangerous wastes,
  substances and materials; and (ix) The acceptance by Lender of an assignment
  of the Original Note (as that term is defined in the Note), rather than
  making the Loan without such assignment, including without limitation any
  loss or cost as a result of a failure to pay any applicable fees or taxes.
  (b) Upon and at all times following the occurrence of any Full Recourse Event
  (as defined below), Guarantor unconditionally, absolutely and irrevocably
  fully guarantees the due and punctual payment of the principal and interest
  of the Note and the due and punctual payment, performance and observance of
  all other Indebtedness. (c) As used herein, the term “Full Recourse Event”
  means: (i) The encumbrance of the property encumbered by the Mortgage or any
  part thereof or interest therein by any consensual lien or encumbrance other
  than that of the Mortgage, without Lender’s prior written consent; provided,
  however, that, for purposes of this clause (i), the lien or encumbrance of
  general property taxes or special assessments or of persons supplying labor
  or materials to or in connection with said property shall not be deemed to be
  consensual in nature; or (ii) The sale (by contract or otherwise), conveyance
  or other transfer of the property encumbered by the Mortgage or any part
  thereof or interest therein, without Lender’s prior written consent; or (iii)
  The filing of any bankruptcy or insolvency proceeding by Borrower. This is a
  guaranty of payment, not of collection. If the amount outstanding under the
  Loan or any other moneys due or which may become due under the Note or any of
  the other Loan Documents is determined by a court of competent jurisdiction,
  that determination shall be conclusive and binding on Guarantor, regardless
  of whether Guarantor was a party to the proceeding in which such
  determination was made or not. 2. Acknowledgements. Representations And
  Warranties. (a) Guarantor acknowledges and agrees that: (i) Guarantor either
  has reviewed, or has had an opportunity to review, the Loan Documents, and is
  otherwise fully familiar with the terms of the Loan; (ii) This Guaranty
  constitutes an obligation to Lender which is separate and distinct from the
  obligation of Borrower to Lender under the Loan Documents; -2-

  






 















	
  

  	
  (iii) Guarantor
  is signing this Guaranty as an inducement to Lender to make the Loan, and
  further acknowledges that Lender would not make the Loan without this
  Guaranty. (b) Guarantor represents and warrants to Lender as follows: (i)
  Guarantor is either financially interested in Borrower or will receive other
  benefits from Borrower as a result of this Guaranty; and (ii) If Guarantor is
  married, this Guaranty is made on behalf of and shall bind Guarantor and his
  or her marital community. 3. Waivers By Guarantor And Rights Of Lender.
  Guarantor agrees that Lender may deal exclusively with Borrower in all
  matters relating to the Loan without notice to or the approval of Guarantor.
  It is intended that, subject to the limitations of paragraph 1 above,
  Guarantor shall remain unconditionally, absolutely and irrevocably liable
  hereunder for payment and performance of the Indebtedness regardless of any
  act or omission which might otherwise directly or indirectly result, by
  operation of law or otherwise, in the discharge or release in whole or in
  part of Borrower, Guarantor or any other person, or the discharge, release or
  impairment of any collateral (the “Collateral”) now or hereafter held as
  security for any of the obligations under the Loan Documents or this
  Guaranty. Without limiting the generality of the foregoing, Guarantor hereby
  waives the following and agrees that Lender may do or fail to do any of the
  following one or more times, without notice to or the approval of Guarantor,
  all without diminishing, altering or otherwise affecting the unconditional,
  absolute and irrevocable liability of Guarantor hereunder: (a) Guarantor
  waives notice of Lender’s acceptance of this Guaranty; (b) Guarantor waives
  notice of Lender’s advances of Loan funds, extension of credit to Borrower
  and any payment of obligations of Borrower; (c) Guarantor waives notice of default
  under the Loan Documents; (d) Lender may extend, renew, accelerate or
  otherwise change the time for payment and performance of any of Borrower’s
  obligations under the Loan Documents and may otherwise modify and change the
  terms, conditions and covenants of the Loan Documents, including without
  limitation increase or decrease of the rate of interest on the Loan,
  provided, however, that nothing in this clause (d) is intended to grant
  Lender the right to make any such modification or change without the approval
  of Borrower unless Lender has the right to do so without Borrower’s approval
  under the Loan Documents or as a matter of law; (e) Lender may release
  Borrower, any Guarantor or any other person now or hereafter having any
  liability under the Loan Documents; (f) Lender may take and hold Collateral
  for payment and performance of the Indebtedness, and may release, surrender,
  substitute, take additional, or exchange, any such Collateral Lender now
  holds or may later acquire; (g) Lender does not have to marshal assets and
  may direct the order or manner of sale of the Collateral as Lender in its
  discretion may determine; (h) Lender may apply any money or Collateral to the
  repayment of any obligations due to Lender under the Loan Documents in any
  order Lender in its discretion may determine; (i) Lender may forbear from
  pursuing Borrower, any other guarantor or any other person, or forbear from
  foreclosing or otherwise realizing upon any Collateral or other guaranty; (j)
  Lender may impair or fail to perfect a security interest in any Collateral;
  -3-

  






 















	
  

  	
  (k) Lender may
  sell Collateral in any manner Lender in its discretion may determine, without
  notice to Guarantor and whether or not such sale is commercially reasonable;
  (l) Guarantor waives any defense arising out of the absence, impairment, or
  loss of any or all rights of• recourse, reimbursement, contribution,
  subrogation or any other right or remedy of Guarantor against Borrower, any
  other guarantor, or any other person to recover amounts which Guarantor is obligated
  to pay under this Guaranty; (m) Guarantor waives any defense based upon
  election of remedies and any anti-deficiency statute, it being intended that
  this Guaranty shall survive any and all realization upon Collateral. Such
  waiver shall include without limitation any defense that a foreclosure of
  Collateral, whether judicial or nonjudicial, discharged Guarantor’s
  obligations under this Guaranty; (n) Guarantor waives any defense arising by
  reason of any invalidity, ineffectiveness or unenforceability of all or any
  portion of the Loan Documents or on the basis of any other defense (other
  than full payment in cash of any monetary obligation or full performance of
  any other obligation) available to Borrower, any other guarantor or any other
  person; (o) Guarantor waives any defense arising out of lack of diligence or
  out of delay in enforcement, collection or realization under the Loan
  Documents; (p) Guarantor waives demand for payment, demand for performance,
  notice of non-payment, notice of non-performance, presentment, protest,
  notice of dishonor, and indulgences and notices of every other kind; and (q)
  Guarantor hereby expressly waives: (i) any defense arising because of
  Lender’s election, in any proceeding instituted under the Federal Bankruptcy
  Code, of any application of Section 1111(b)(2) of the Federal Bankruptcy
  Code; and (ii) any defense based on any borrowing or grant of a security
  interest under Section 364 of the Federal Bankruptcy Code. 4. Lender’s Right
  Not To Proceed Against Borrower. Other Person Or Collateral; Lender’s
  Remedies. This Guaranty may be enforced against Guarantor without attempting
  to collect (or without exhausting its efforts to collect) from Borrower, any
  other guarantor or any other person who may be liable for Borrower’s obligations,
  and without attempting to enforce (or exhausting its efforts to enforce)
  Lender’s rights in any Collateral. Lender may exercise its remedies available
  under this Guaranty and the Loan Documents and available at law and in equity
  in such order as Lender in its discretion may determine. Lender may join
  Guarantor in any suit in connection with the Loan Documents or may proceed
  against Guarantor in a separate action. If suit, sale, foreclosure or other
  remedy is availed of, only the net proceeds therefrom, after deducting all
  charges and expenses of any kind and nature whatsoever, shall be applied to
  the reduction of the Indebtedness, and Lender shall not be required to
  institute or prosecute proceedings to recover any deficiency as a condition
  of payment under or enforcement of this Guaranty. At any sale of Collateral,
  Lender may, at its discretion, purchase all or any part of such Collateral
  and apply against the amount bid therefor an equal amount of the
  Indebtedness. 5. Bankruptcy And Assignment Of Rights. Guarantor’s obligation
  to make payment under the terms of this Guaranty shall not be impaired,
  modified, changed, released or limited in any manner by any impairment,
  modification, change, release, defense or limitation of the liability of
  Borrower or of a receiver, trustee, debtor in possession or estate under any
  bankruptcy, receivership or insolvency proceeding. If any payment made by
  Borrower is reclaimed in a bankruptcy or receivership proceeding, Guarantor
  shall, subject to the limitations of paragraph 1 above, pay to Lender the
  dollar amount of the amount reclaimed. Guarantor hereby assigns to Lender all
  rights Guarantor may have in any proceeding involving Borrower under any
  federal bankruptcy act or state receivership proceedings, whether or not such
  rights relate to this Guaranty. Such assignment shall not diminish, alter or
  otherwise affect Guarantor’s liability under this Guaranty. -4-

  






 















	
  

  	
  6. Guarantor’s
  Duty To Keep Informed Of Borrower’s And Others’ Financial Condition.
  Guarantor is now adequately informed of Borrower’s financial condition.
  Guarantor has established adequate means of obtaining, and will obtain from
  Borrower in the future, all financial and other information regarding
  Borrower, any other guarantor, any other person and the Loan as is deemed
  appropriate by Guarantor. Lender shall have no obligation, now or in the
  future, to provide any such information to Guarantor. 7. Survival of Certain
  Indemnities and Obligations. Guarantor acknowledges that, to the extent
  permitted by law, certain obligations of Borrower under the Loan Documents,
  including without limitation indemnity obligations relating to hazardous
  substances, shall survive payment of the Indebtedness and foreclosure of
  Collateral. Guarantor covenants and agrees that, to the extent permitted by
  law and subject to the limitations of paragraph 1 above, Guarantor’s guaranty
  of such obligations of Borrower shall also survive payment of the
  Indebtedness and foreclosure of Collateral. 8. Waiver Of Right Of
  Subrogation. Until the Indebtedness shall have been paid and performed in
  full, Guarantor shall have no right of subrogation, and Guarantor waives any
  right to enforce any remedy which Lender now has or may hereafter have
  against Borrower, any other guarantor or any other person, and waives any
  benefit of, and any right to participate in, any of the Collateral. 9.
  Subordination Of Debt. Any debt of Borrower now or hereafter held by
  Guarantor is hereby subordinated to the Indebtedness, and such debt, if
  Lender so requests, shall be collected, enforced and received by Guarantor as
  trustee for Lender and be paid over to Lender on account of the Indebtedness,
  but without reduction or affecting in any manner the liability of Guarantor
  under the other provisions of this Guaranty. 10. Collection Expenses.
  Guarantor agrees to reimburse Lender on demand for all reasonable legal fees
  and other costs and expenses incurred by Lender in collecting, enforcing or
  defending this Guaranty, together with interest thereon from date of disbursement
  at the default rate of interest stated in the Note. 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. 11. Payment Of Loan: Effect Of
  Bankruptcy. Except as otherwise provided in paragraphs 3 and 7 above, this
  Guaranty shall terminate upon payment and performance in full of the
  Indebtedness; provided, however, that, subject to the limitations of
  paragraph 1 above, it shall be automatically reinstated if any payment is
  reclaimed in a bankruptcy or receivership proceeding, until Guarantor pays
  Lender the amount reclaimed or the amount is otherwise paid to Lender and is
  not subject to further reclamation. 12. Financial Statements: Credit Reports.
  Guarantor will furnish to Lender, within twenty (20) days after Lender’s
  request therefor, a complete and current financial statement, in reasonable
  detail and certified as correct by Guarantor. Guarantor hereby irrevocably
  authorizes Lender to obtain credit reports on Guarantor on one or more
  occasions during the term of the Loan. 13. Binding Effect. This Guaranty
  shall be binding upon and enforceable against Guarantor, Guarantor’s legal
  representatives, successors and assigns, and shall inure to the benefit of
  and may be enforced by Lender and Lender’s successors and assigns. 14.
  Assignment. Lender may assign the Loan Documents and this Guaranty, or any of
  them, in whole or in part, and may grant participations therein, without
  notice to Guarantor and without affecting Guarantor’s liability under this
  Guaranty. 15. Construction. Unless some other meaning and intent is apparent
  from the context, the plural shall include the singular and vice versa, and
  masculine, feminine and neuter words shall be used interchangeably. 16.
  Governing Law: Jurisdiction. This Guaranty shall be governed by and construed
  according to the laws of the State of New York. Guarantor consents to the
  jurisdiction of the courts of the State of New York. -5-

  






 















	
  

  	
  17. Joint And
  Several Liability; Independent Obligations. The obligations under this
  Guaranty of all persons included within the term “Guarantor” are joint and
  several. The obligations of each Guarantor are independent of those of
  Borrower, any other guarantor and any other person, and a separate action or
  actions may be brought and prosecuted against Guarantor, or any of them,
  whether action is brought against any other Guarantor, Borrower or any other
  person. 18. Entire Agreement: Modifications. This agreement constitutes the
  entire understanding between Lender and Guarantor and no course of prior
  dealing between the parties, no usage of trade, and no parol or extrinsic
  evidence of any nature shall be used to supplement or modify the terms of
  this Guaranty. This Guaranty may be changed, modified or supplemented only
  through a writing signed by Guarantor and Lender. 19. Invalid Provisions. If
  any provision of this Guaranty is invalid, illegal or unenforceable, such
  provision shall be considered severed from the rest of this Guaranty and the
  remaining provisions shall continue in full force and effect as if the
  invalid provision had not been included. 20. Seal And Effective Date. This
  Guaranty 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. IN WITNESS WHEREOF, Guarantor hereby
  executes this Guaranty as of the day and year first above written. GUARANTOR:
  GTJ REALTY, LP, a Delaware limited partnership By: GTJ GP, LLC, a Maryland
  limited liability company, General Partner By: GTJ REIT, Inc., a Maryland
  corporation, Manager By: /s/ Louis Sheinker Name: Louis Sheinker Title:
  President -6-