Exhibit 10.1

 


	

    	
Recording   Requested By and When Recorded Mail To: Genworth Life Insurance Company c/o   Bank of America RESF -Servicing 900 West Trade Street, Suite 650   NCl-026-06-01 Charlotte, North Carolina 28255 Loan No. 901000543 AMENDED AND   RESTATED MORTGAGE, ASSIGNMENT OF RENTS AND LEASES, AND SECURITY AGREEMENT   (ALSO CONSTITUTING A FIXTURE FILING) THIS AMENDED AND RESTATED MORTGAGE,   ASSIGNMENT OF RENTS AND LEASES, AND SECURITY AGREEMENT (this “Mortgage”) is   made this, 3rd day of April, 2013, between 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, as Mortgagor (collectively, “Borrower”),   whose address is 60 Hempstead Avenue, Suite 718, West Hempstead, New York 11552;   and GENWORTH LIFE INSURANCE COMPANY, a Delaware corporation, as Mortgagee   (“Lender”), whose address is c/o Bank of America, RESF- Servicing, 900 West   Trade Street, Suite 650, NCl-026-06-01, Charlotte, North Carolina 28255. For   purposes of Article 9 of the Uniform Commercial Code, this Mortgage   constitutes a security agreement and financing statement with Borrower being   the Debtor and Lender being the Secured Party. This Mortgage also constitutes   a financing statement filed as a fixture filing pursuant to Article 9 of the   Uniform Commercial Code. A. Borrower is the owner of the fee estate of the   premises described in Exhibit A attached hereto and made a part hereof (the   “Realty”). B. Lender is the holder of that certain mortgage described on   Exhibit B attached hereto and made a part hereof (“Original Mortgage”), which   Original Mortgage was assigned to Lender by an Assignment of Mortgage dated   of even date herewith. C. Borrower confirms that (a) the full principal   amount has been advanced under the note secured by the Origina1 Mortgage, (b)   the principal amount outstanding under the note secured by the Original   Mortgage as of the date hereof is FOURTEEN MILLION FOUR HUNDRED THOUSAND   DOLLARS ($14,400,000.00), and (c) there are no offsets, advances, setoffs,   defenses or counterclaims against payment of said amount. D. Lender and   Borrower have agreed to modify and restate the terms and provisions of the   Original Mortgage and in connection therewith, to amend and restate the   Original Mortgage upon the terms and conditions set forth herein. The   Original Mortgage, as amended and restated hereby, and as the same may be   amended, modified or extended from time to time, is herein referred to as   this “Mortgage”. E. The loan evidenced by the note secured by the Original   Mortgage, in the outstanding principal amount of FOURTEEN MILLION FOUR   HUNDRED THOUSAND DOLLARS ($14,400,000.00), is hereafter referred to as the   “Loan” and is to be secured, in part, by Borrower’s interest in the Realty.   The Loan, if not sooner paid, is due and payable in full on April30, 2018. In   consideration of the foregoing, the terms of the Original Mortgage are hereby   amended and restated in their entirety, and Borrower hereby irrevocably   MORTGAGES to Lender, WITH POWER OF SALE, all of Borrower’s estate, rights,   title, claim, interest and demand, either in law or in equity, of, in and to   the following property, whether the same be now owned or hereafter acquired   (the ‘‘Property”):
    




 









	

    	
(a) The Realty   and all rights to the land lying in alleys, streets and roads adjoining or   abutting the Realty; (b) All buildings, improvements and tenements now or   hereafter located on the Realty; (c) All fixtures and articles of property   now or hereafter attached to, or used or adapted for use in the ownership,   development, operation or maintenance of, the buildings, improvements and   Realty (whether such items are leased, owned or subject to any title   retaining or security instrument, or otherwise used or possessed), including   without limitation all heating, cooling, air-conditioning, ventilating,   refrigerating, plumbing, generating, power, lighting, laundry, maintenance,   incinerating, lifting, cleaning, fire prevention and extinguishing, security   and access control, cooking, gas, electric and communication fixtures, equipment   and apparatus, all engines, motors, conduits, pipes, pumps, tanks, ducts,   compressors, boilers, water heaters and furnaces, all ranges, stoves,   disposers, refrigerators and other appliances, all escalators and elevators,   all baths and sinks, all cabinets, partitions, mantels, built-in mirrors,   window shades, blinds, screens, awnings, storm doors, windows and sash, all   carpeting, underpadding, floor covering, panelling and draperies, all   furnishings of public spaces, halls and lobbies, and all shrubbery and   plants; all of which items shall be deemed part of the real property and not   severable wholly or in part without material injury to the freehold;   provided, however, that personal property and trade fixtures owned or   supplied by tenants of the Property with the right of removal at the   termination of their tenancies shall not be included within the scope of this   paragraph; (d) All easements, access, air and development rights, minerals   and oil, gas and other hydrocarbon substances, royalties, water, water rights   and water stock, and all other rights, hereditaments, privileges, permits,   licenses, franchises and appurtenances now or hereafter belonging or in any   way appertaining to the Realty; (e) All of the rents, revenues, issues,   profits and income of the Property, and all present and future leases and   other agreements for the occupancy or use of all or any part of the Realty,   including without limitation all cash or security deposits, advance rentals   and deposits or payments of similar nature, and all guaranties of tenants’ or   occupants’ performances under such leases and agreements; SUBJECT, HOWEVER,   to the assignment of rents and other property to Lender herein contained; (f)   All general intangibles relating to the development or use of the Property, including   without limitation all permits, licenses and franchises, all names under or   by which the Property may at any time be operated or known, and all rights to   carry on business under any such names or any variant thereof, and all   trademarks, trade names, logos and good will in any way relating to the   Property; (g) All water stock relating to the Property, all shares of stock   or other evidence of ownership of any part of the Property that is owned by   Borrower in common with others, and all documents of membership in any   owners’ or members’ association or similar group having responsibility for   managing or operating any part of the Property; and (h) All products and   proceeds of all of the foregoing; TO SECURE THE FOLLOWING (collectively the   “Secured Obligations”): (1) Payment of the sum of FOURTEEN MILLION FOUR   HUNDRED THOUSAND DOLLARS ($14,400,000.00), with interest thereon, according   to the terms and provisions of a promissory note of even date herewith,   payable to Lender, or order, and made by Borrower, and all modifications,   extensions, renewals and replacements thereof(collectively the “Note”); (2)   Payment of all sums advanced to protect the security of this Mortgage,   together with interest thereon as herein provided; (3) Payment of all other   sums which are or which may become owing under the Loan Documents; -2- 
    




 









	

    	
(4) Performance   of all of Borrower’s other obligations under the Loan Documents; and (5)   Payment of the principal and interest on all other future loans or advances   made by Lender to Borrower when the promissory note evidencing the loan or   advance specifically states that it is secured by this Mortgage, including   all modifications, extensions, renewals, and replacements of any such future   loan or advance. As used herein, the term “Loan Documents” means the Note,   this Mortgage, any loan agreement and Uniform Commercial Code Financing   Statement executed in connection herewith, and any other instrument or   document evidencing or securing the Loan or otherwise executed in connection   therewith (except the Environmental Indemnity), together with all   modifications, extensions, renewals and replacements thereof. BORROWER HEREBY   REPRESENTS, WARRANTS, COVENANTS AND AGREES AS FOLLOWS: ARTICLE I TITLE AND   USE 1.1 Warranty of Title. Borrower represents and warrants to Lender that:   (a) Except as may otherwise be expressly stated in this Mortgage, Borrower   has good and marketable title in fee simple to such of the Property as is   real property and is the sole and absolute owner of all other Property; (b)   the Property is free from liens, encumbrances, exceptions or other charges of   any kind whatsoever other than non-delinquent installments of property taxes   and assessments, general and special, those items, if any, listed as   exceptions on the title insurance policy issued to and approved by Lender in   connection with the Loan, and any other liens, encumbrances, exceptions or   charges expressly permitted by the terms of this Mortgage (collectively,   “Permitted Exceptions”), and no others, whether superior or inferior to this   Mortgage, will be created or suffered to be created by Borrower during the   life of this Mortgage without the prior written consent of Lender; (c) no   default on the part of Borrower or, to Borrower’s actual knowledge, any other   person exists under any of the Permitted Exceptions and all Permitted   Exceptions are in full force and effect and in good standing, without   modification except as disclosed on Exhibit A attached; (d) none of the   Permitted Exceptions will be modified by Borrower without Lender’s prior   written consent; (e) Borrower will fully comply with all the terms of the   Permitted Exceptions; and (f) that Borrower has the right to grant, transfer,   convey and assign the Property as herein provided and will forever warrant   and defend the Property unto Lender against all claims and demands of any   other person whomsoever, subject only to non-delinquent installments of   taxes:(i and assessments and the Permitted Exceptions. 1.2 Hazardous   Substances. (a) Representations and Warranties. Borrower represents and   warrants to Lender that except as set forth in the environmental reports   obtained or delivered to Lender in connection with the Loan: (i) To the   Borrower’s actual knowledge, no asbestos has ever been used in the   construction, repair or maintenance of any building, structure or other   improvement now or heretofore located on the Property; (ii) no Hazardous   Substance is currently being generated, manufactured, refined, transported,   treated, stored, handled or disposed of, transferred, produced or processed   on, under or about the Property, except in compliance with all applicable   federal, state and local statutes, ordinances, rules, regulations and other   laws; (iii) neither Borrower nor, to Borrower’s actual knowledge, any other   person or entity has ever caused or permitted any Hazardous Substance to be   generated, manufactured, refined, transported, treated, stored, handled or   disposed of, transferred, produced or processed on, under or about the   Property, except in compliance with all applicable federal, state and local   statutes, ordinances, rules, regulations and other laws; (iv) Borrower has   not received any notice of, nor is Borrower aware of, any actual or alleged   violation with respect to the Property of any federal, state or local   statute, ordinance, rule, regulation or other law pertaining to Hazardous   Substances; and (v) neither Borrower nor the Property is subject to any   governmental or judicial claim, order, judgment or lien with respect to the   clean-up of Hazardous Substances at or with respect to the Property. Borrower   further represents and warrants to Lender that the foregoing representations   and warranties contained in this paragraph 1.2(a) are made after and are   based upon inspection of the Property by Borrower and due inquiry by Borrower   as to the prior uses of the Property. -3-
    




 









	

    	
(b) Definition.   As used herein, the term “Hazardous Substance” means any hazardous, toxic or   dangerous substance, waste or material which is or becomes regulated under   any federal, state or local statute, ordinance, rule, regulation or other law   now or hereafter in effect pertaining to environmental protection,   contamination or clean up, including without limitation any substance, waste   or material which now or hereafter is (A) designated as a “hazardous substance”   under or pursuant to the Federal Water Pollution Control Act (33 U.S.C. §1251   et seq.), (B) defined as a “hazardous waste” under or pursuant to the   Resource Conservation and Recovery Act (42 U.S.C. §6901 ,et seq.), (C)   defined as a ‘‘hazardous substance” in (or for purposes of) the Comprehensive   Environmental Response, Compensation and Liability Act (42 U.S.C. §9601 et   seq.), or (D) defined or listed as “industrial-commercial waste” or “waste”   under N.Y. ENVTL. CONSERV. §27-303, “solid waste” under N.Y. ENVTL. CONSERV.   §27-501 and §27-0701, “hazardous waste” and “waste” under N.Y. ENVTL.   CONSERV. §27-0900, “industrial hazardous waste” under N.Y. ENVTL. CONSERV.   §27-1101, and “hazardous waste” or ‘‘waste” under N.Y. ENVTL. CONSERV.   §27-1301. 1.3 Location of Borrower. Borrower represents and warrants to   Lender that each Borrower is a limited liability company organized under the   laws of the State of Delaware, qualified to transact business in the State of   New York, and each Borrower’s exact legal name is as set forth in the first   paragraph on page 1 of this Mortgage. Borrower covenants that it will give   Lender thirty (30) days’ prior written notice of any act, event or occurrence   which will cause the representations and/or warranties in this paragraph to become   untrue in any respect. ARTICLE II BORROWER’S COVENANTS 2.1 Payment and   Performance of Secured Obligations. Borrower will pay when due all sums which   are now or which may become owing on the Note, and will pay and perform all   other Secured Obligations, in accordance with their terms. 2.2 Payment of   Taxes. Utilities. Liens and Charges. (a) Taxes and Assessments. Except as the   same may otherwise be paid under Article III, Borrower will pay prior to   delinquency directly to the payee thereof all taxes and assessments   (including without limitation non-governmental levies or assessments such as   maintenance charges, owner association dues or charges, or fees, levies or   charges resulting from covenants, conditions or restrictions) levied,   assessed or charged against or with respect to the Property or this Mortgage.   Upon request, Borrower shall promptly furnish to Lender all notices of   amounts due under this subparagraph and all receipts evidencing such   payments. However, Borrower may contest any such taxes or assessments by   appropriate proceedings duly Instituted and diligently prosecuted at   Borrower’s expense. Borrower shall not be obligated to pay such taxes or   assessments while such contest is pending if the Property is not thereby   subjected to imminent loss or forfeiture and, if Borrower has not provided   evidence that it has deposited the entire amount assessed with the applicable   governmental authority, it deposits the entire arnount together with   projected penalties and interest with Lender or provides other security   satisfactory to Lender in its sole discretion. (b) Utilities. Borrower will   pay when due all utility charges and assessments for services furnished the   Property. (c) Liens and Charges. Borrower will pay when due the claims of all   persons supplying labor or materials to or in connection with the Property.   without waiving the restrictions of paragraph 4.1, Borrower will promptly   discharge any lien or other charge, whether superior or inferior to this   Mortgage, which may be claimed against the Property. 2.3 Insurance. (a)   Coverages Required. Borrower will keep the following insurance coverages in   effect with respect to the Property: -4- 
    




 









	

    	
(i) Insurance   against loss by fire, vandalism, malicious mischief and such other hazards as   may now or hereafter be embraced by the standard “all risk” or “special form”   policy of insurance, in an amount equal at all times to the lesser of one   hundred percent (100%) of the current replacement value of the improvements   then located on the Property or the amount of the Loan. All such insurance   coverage shall contain a “replacement cost endorsement”, without deduction   for depreciation. (ii) Flood risk insurance in the maximum amount of   insurance coverage available or the full replacement cost of the buildings on   the Realty, whichever is less, if the Realty is now or hereafter designated   as being located within a special flood hazard area under the Flood Disaster   Protection Act of 1973 and if flood insurance is available. (iii) Loss of   rental value insurance and/or business interruption insurance, as follows: If   all or any portion of the Property is rented or leased, loss of rental value   insurance in an amount equal to twelve (12) months’ aggregate gross rents   from the Property as is so occupied. If all or any portion of the Property is   occupied by Borrower, business interruption insurance in an amount equal to   twelve (12) months’ net income from such portion of the Property as is so   occupied. The amount(s) of such coverage(s) shall be subject to adjustment,   from time to time at Lender’s request, to reflect changes in the rental   and/or income levels during the term of the Loan. (iv) Commercial general   public liability insurance against claims for bodily injury, death or   property damage occurring on, in or about the Property (including coverage   for elevators and escalators, if any, on the Property), with the coverage   being in an amount of not less than One Million Dollars ($1,000,000) combined   single-limit liability coverage, or in such greater amount(s) as Lender may   reasonably require. (v) Insurance covering the perils of terrorism and acts   of terrorism. (vi) Boiler and machinery insurance covering pressure vessels,   air tanks, boilers, machinery, pressure piping, heating, air conditioning and   elevator and escalator equipment, provided the improvements contain equipment   of such nature, and insurance against loss of occupancy or use arising from   breakdovm of any of such items, in such amounts as Lender may reasonably   require. (vii) Demolition, increased cost of construction and contingent   building laws liability insurance, if and at any time the Property   constitutes a legal, non-conforming use under applicable zoning or other   governmental laws. (viii) Sinkhole insurance if the Property is located in a   sinkhole zone. (ix) Wind storm insurance. (x) Insurance (excluding, however,   earthquake insurance) against such similar or other hazards, casualties,   liabilities and contingencies, in such forms and amounts, as Lender may from   time to time reasonably require. (b) Policies. Each insurance policy will be   in form and content acceptable to Lender, with a deductible of no greater   than Twenty-Five Thousand Dollars ($25,000.00), and will be issued by a   company acceptable to Lender, which company shall, arnong other things, be   (i) duly authorized to provide such insurance in the state in which the   Property is located, and (ii) rated “A-” or better with a size rating of “V”   or larger by A.M. Best Company in its most recent publication of ratings   (provided, however, that if A.M. Best Company changes its designations, the   basis for its ratings or ceases to provide ratings, Lender shall be entitled   to select replacement ratings in the exercise of its reasonable business   judgment). Each hazard insurance policy will include a Form 438BFU or equivalent   mortgagee endorsement in favor of and in form acceptable to Lender, naming   Lender as first mortgagee and loss payee, and which endorsement provides that   the policy to which it relates will survive foreclosure of this Mortgage.   Each liability insurance policy will name Lender as an additional assured. An   “agreed amount endorsement” will be included in any policy containing a   co-insurance clause, and Borrower agrees that any -5- 
    




 









	

    	
and all   co-insurance clauses and “agreed amount endorsements” must be satisfactory to   Lender. If any required property insurance coverage is furnished as part of a   “blanket policy,” either the blanket policy will include an “agreed value   endorsement’’ or “agreed amount endorsement,” or Borrower will furnish to   Lender a copy of the insurer’s “statement of value” for the Property. All   required policies will provide for at least thirty (30) days’ written notice   to Lender prior to the effective date of any cance1lation or material   amendment, which term shall include any reduction in the scope or limits of   coverage, and shall include a waiver of subrogation for any policy on which   Borrower is a co-insured or additional insured. Borrower shall furnish to   Lender (x) the complete original of each required insurance policy, or (y) a   certified copy thereof (including all declaration pages, policy forms and   endorsements), which shall include an original signature of an authorized   officer or agent of the insurer, or (z) an uncertified memorandum copy   thereof (including all declaration pages, policy forms and endorsements),   together with an original evidence of insurance or certificate of insurance   setting forth the coverage, the limits of liability, the carrier, the policy   number and the expiration date. As security for the Secured Obligations,   Borrower hereby assigns to Lender all required insurance policies, together   with all monies and proceeds thereof, rights thereto and all unearned   premiums returnable upon cancellation (all such assigned items constituting   “Property” for purposes of this Mortgage). (c) Payment: Renewals. Borrower   shall promptly furnish to Lender all renewal notices relating to insurance   policies. Except as the same may otherwise be paid under Article III,   Borrower will pay all premiums on insurance policies directly to the carrier.   At least thirty (30) days prior to the expiration date of each such policy,   Borrower shall furnish to Lender a renewal policy in a form acceptable to   Lender, together with evidence that the renewal premium has been paid. (d)   Insurance Proceeds. (i) In the event of any loss, Borrower will give prompt   written notice thereof to the insurance carrier and Lender. Borrower hereby   grants Lender a power of attorney, which power of attorney is coupled with an   interest and is irrevocable, to make proof of loss, to adjust and compromise   any claim, to commence, appear in and prosecute, in Lender’s or Borrower’s   name, any action relating to any claim, and to collect and receive insurance   proceeds; provided, however, that Lender shall have no obligation to do so.   If no Event of Default (as that term is hereafter defined) has occurred and   is continuing, the immediately preceding sentence shall apply except that   Lender shall not be entitled to act as Borrower’s attorney-in-fact and   Borrower shall be entitled to participate jointly with Lender in adjusting   and compromising any claim, and appearing in any proceeding. (ii) Except as   may otherwise be required by applicable law, Lender shall apply any insurance   proceeds received hereunder first to the payment of the costs and expenses   incurred in the collection of the proceeds and shall then apply the balance   (the “Net Proceeds”), in its absolute discretion and without regard to the   adequacy of its security, to: (A) The payment of indebtedness secured   hereby,•whether then due and payable or not. Any such application of proceeds   to principal on the Note shall be without the imposition of any prepayment   fee otherwise payable under the Note, but shall not extend or postpone the   due dates of the installment payments under the Note, or change the amounts   thereof; or (B) The reimbursement of Borrower, under Lender’s prescribed   disbursement control procedures, for the cost of restoration or repair of the   Property. Lender may, at its option, condition the reimbursement on Lender’s   approval of the plans and specifications of the reconstruction, contractor’s   cost estimates, construction budget and schedule, architects’ certificates,   waivers of liens, sworn statements of mechanics and materialmen, and such   other evidence of costs, percentage completion of construction, application   of payments and satisfaction of liens as Lender may reasonably require. (iii)   Notwithstanding the provisions of paragraph 2.3(d)(ii) above, Lender agrees   that the Net Proceeds from a loss described in this paragraph 2.3(d) will be   made available under clause (ii)(B) above to reimburse Borrower for the cost   of restoration or repair of the Property, provided that each of the following   conditions is satisfied: -6-
    




 









	

    	
(A) At the time   the proceeds are received, and at all times during the restoration or repair   of the Property, no event or circumstance exists which is or which with the   passage of time, the giving of notice, or both will constitute an Event of   Default; (B) The Net Proceeds are less than the indebtedness then secured by   this Mortgage; (C) The proceeds are received more than one (1) year prior to   the maturity date of the Note, including any acceleration of the maturity   date by Lender if the Note gives Lender a right of acceleration; (D) Borrower   gives Lender written notice within thirty (30) days after the proceeds are   received that it intends to restore or repair the Property and requests that   the Net Proceeds be made available therefor, and Borrower thereafter promptly   commences the restoration or repair and completes the same with reasonable   diligence in accordance with plans and specifications approved by Lender,   which approval shall not be unreasonably withheld; (E) The Net Proceeds are   sufficient, in Lender’s reasonable business judgment, to restore or repair   the Property substantially to its condition prior to the damage or   destruction or, if in Lender’s reasonable business judgment they are not,   Borrower deposits with Lender funds in an amount equal to the deficiency,   which funds Lender may, at its option, require be expended prior to use of   the Net Proceeds; and (F) Lender receives evidence reasonably satisfactory to   Lender that the Property can lawfully be restored or repaired to its   condition prior to the damage and destruction and that, upon completion of   the restoration or repair, the Property can be operated substantially as it   was before and will produce substantially as much income from tenant leases   as it did before the damage or destruction. (iv) Except to the extent, if   any, that insurance proceeds are applied to payment of the Secured   Obligations, nothing herein contained shall be deemed to excuse Borrower from   restoring, repairing or maintaining the Property as provided in paragraph   2.4, regardless of whether there are insurance proceeds available or whether   any such proceeds are sufficient in amount. (e) Transfer of Title. If the   Property is sold pursuant to Article VIII or if Lender otherwise acquires   title to the Property, Lender shall have all of the right, title and interest   of Borrower in and to any insurance policies and unearned premiums thereon   and in and to the proceeds resulting from any damage to the Property prior to   such sale or acquisition. 2.4 Preservation and Maintenance of Property: Right   of Entry. (a) Preservation and Maintenance. Borrower (i) will not commit or   suffer any waste or permit any impairment or deterioration of the Property,   (ii) will not abandon the Property, (iii) will restore or repair promptly and   in a good and workmanlike manner all or any part of the Property to the   equivalent of its original condition, or such other condition as Lender may   approve in writing, in the event of any damage, injury or loss thereto,   whether or not insurance proceeds are available to cover in whole or in par-t   the costs of such restoration or repair, (iv) will keep the Property,   including improvements, fixtures, equipment, machinery and appliances   thereon, in good condition and repair and shall replace fixtures, equipment,   machinery and appliances of the Property when necessary to keep such items in   good condition and repair, and (v) will generally operate and maintain the   Property in a commercially reasonable manner. (b) Alterations. No building or   other improvement on the Realty will be structurally altered, removed or   demolished, in whole or in part, without Lender’s prior written consent, nor   will any fixture or chattel covered by this Mortgage and adapted to the use   and enjoyment of the Property be removed at any time without like consent   unless actually replaced by an article of equal suitability, owned by   Borrower, free and clear of any lien or security interest except such as may   be approved in writing by Lender. -7-
    




 









	

    	
(c) Right of   Entry. Lender is hereby authorized to enter the Property, including the   interior of any structures, at reasonable times and after reasonable notice,   for the purpose of inspecting the Property and for the purpose of performing   any of the acts it is authorized to perform hereunder. 2.5 Hazardous   Substances. (a) No Future Hazardous Substances. Borrower will not cause or   permit the Property to be used to generate, manufacture, refine, transport,   treat, store, handle, dispose, transfer, produce or process any Hazardous   Substance (as defined in this Mortgage), except in compliance with all   applicable federal, state and local statutes, ordinances, •rules, regulations   and other laws, nor shall Borrower cause or permit, as a result of any   intentional or unintentional act or omission on the part of Borrower or any   tenant, subtenant or other user or occupier of the Property, a releasing,   spilling, leaking, pumping, pouring, emitting, emptying or dumping of any   Hazardous Substance onto the Property or any other property or into any   waters, except in compliance with all such laws. (b) Notification: Clean Up. Borrower   will immediately notify Lender if Borrower becomes aware of (i) any Hazardous   Substance problem or liability with respect to the Property, (ii) any actual   or alleged violation with respect to the Property of any federal, state or   local statute, ordinance, rule, regulation or other law pertaining to   Hazardous Substances, or (iii) any lien or action with respect to any of the   foregoing. Borrower will, at its sole expense, take all actions as may be   necessary or advisable for the clean-up of Hazardous Substances on or with   respect to the Property, including without limitation all removal,   containment and remedial actions in accordance with all applicable laws and   in all events in a manner satisfactory to Lender, and shall further pay or   cause to be paid all clean-up, administrative and enforcement costs of   governmental agencies with respect to Hazardous Substances on or with respect   to the Property if obligated to do so by contract or by law. (c)   Verification. For the purposes of inspecting the Property to ascertain the   accuracy of all representations and warranties in this Mortgage relating to   Hazardous Substances, and the observance of all covenants contained in this   paragraph 2.5, (i) Lender is hereby authorized to enter and. inspect the   Property, including the interior of any structures, at reasonable times and   after reasonable notice; and (ii) if and at any time Hazardous Substances are   being handled on the Property, Borrower shall furnish Lender with such   information and documents as may be reasonably requested by Lender to confirm   that such Hazardous Substances are being handled in compliance with all   applicable federal, state and local statutes, ordinances, rules, regulations   and other laws. Borrower shall reimburse Lender upon demand for all costs and   expenses, including without limitation attorneys’ fees, incurred by Lender in   connection with any such entry and inspection and the obtaining of such   information and documents. 2.6 Parking. If any part of the automobile parking   areas included within the Property is taken by condemnation, and before the   parking areas are reduced for any other reason, Borrower will take all   actions as are necessary to provide parking facilities in kind, size and   location to comply with all governmental zoning and other regulations and all   leases. Before making any contract for substitute parking facilities,   Borrower will furnish to Lender satisfactory assurance of completion thereof   free of liens and in conformity with all government zoning and other   regulations. 2.7 Use of Property. Borrower will comply with all laws,   ordinances, regulations and requirements of any governmental body, and all   other covenants, conditions and restrictions, applicable to the Property, and   pay all fees and charges in connection therewith. Borrower shall not cause or   permit the installation, operation or presence on the Realty of any   underground storage tank or system used or to be used for the storage,   handling or dispensing of petroleum or any other substance regulated under   the Resource Conservation and Recovery Act (42 USC § 6901 et seq.), as now or   hereafter amended, or any state or local statute, ordinance, rule, regulation   or other law now or hereafter in effect regulating underground storage tanks   or systems. Borrower shall not cause or permit all or any of the Realty to be   used for a gasoline station, service station or other fueling facility which   in whole or in part handles, sells or distributes gasoline, diesel fuel,   gasohol or any other substance used in self-propelled motor vehicles. Unless   required by applicable law or unless Lender has otherwise agreed in writing,   Borrower will not allow changes in the use for which all or any part of the   Property was intended at the time this Mortgage was executed. Borrower will   not initiate or acquiesce in a change in the zoning classification of the   Property without Lender’s prior written consent. -8-
    




 









	

    	
2.8   Condemnation. (a) Proceedings. Borrower will promptly notify Lender of any   action or proceeding relating to any condemnation or other taking (including   without limitation change of grade), whether direct or indirect, of the   Property or part thereof or interest therein, and Borrower will appear in and   prosecute any such action or proceeding unless otherwise directed by Lender   in writing. Borrower grants Lender a power of attorney, which power of   attorney is coupled with an interest and is irrevocable, to commence, appear   in and prosecute, in Lender’s or Borrower’s name, any action or proceeding   relating to any such condemnation or other taking, and to settle or   compromise any claim in connection with such condemnation or other taking;   provided, however, that Lender shall have no obligation to do so. All awards,   payments, damages, direct, consequential and otherwise, claims, and proceeds   thereof, in connection with any such condemnation or other taking, or for   conveyances in lieu of condemnation, are hereby assigned to Lender (all such   assigned items constituting “Property” for purposes of this Mortgage); all   proceeds of any such awards, payments, damages or claims shall be paid to   Lender. (b) Application of Proceeds. Lender shall apply any such proceeds in   the manner and upon the terms and conditions set forth in paragraph   2.3(d)(ii) relating to the application of insurance proceeds, without regard   to the provisions of paragraph 2.3(d)(iii). 2.9 Protection of Lender’s   Security. Borrower will give notice to Lender of and will, at its expense,   appear in and defend any action or proceeding that might affect the Property   or title thereto or the interests of Lender therein or the rights or remedies   of Lender. If any such action or proceeding is commenced or if Lender is made   a party to any such action or proceeding by reason of this Mortgage, or if   Borrower fails to perform any obligation on its part to be performed   hereunder, then Lender, in its discretion, may make any appearances, disburse   any sums, make any entries upon the Property and take any actions as may be   necessary or desirable to protect or enforce the security of this Mortgage,   to remedy Borrower’s failure to perform its obligations (without, however,   waiving any default by Borrower) or otherwise to protect Lender’s interests.   Borrower will pay all losses, damages, fees, costs and expenses, including   reasonable attorneys’ fees, of Lender thus incurred. This paragraph shall not   be construed to require Lender to incur any expenses, make any appearances or   take any actions. 2.10 Reimbursement of Lender’s Expenses. All amounts   disbursed by Lender pursuant to paragraph 2.9 or any other provision of this   Mortgage, with interest thereon, shall be additional indebtedness of Borrower   secured by this Mortgage. All such amounts shall be immediately due and   payable and shall bear interest from the date of disbursement at the interest   rate in effect on the Note from time to time, or at the maximum rate which   may be collected from Borrower on such amounts by the payee thereof under   applicable law if that is less. 2.11 Books and Records: Financial Statements.   Borrower will keep and maintain at Borrower’s address stated above, or such   other place as Lender may approve in writing, books of accounts and records   adequate to reflect correctly the results of the operation of the Property   and copies of all written contracts, leases and other instruments which   affect the Property. Such books, records, contracts, leases and other   instruments shall be subject to examination, inspection and copying at any   reasonable time by Lender. Borrower will furnish to Lender, within twenty   (20) days after Lender’s request therefor, the following documents, each   certified to Lender by Borrower as being true, correct and complete: (a) a   copy of all leases and other agreements for the occupancy or use of all or   any part of the Property, (b) a rent ro11 for the Property, showing the name   of each tenant, and for each tenan, the suite occupied, the number of square   feet rented, the lease expiration date, the rent payable, the date through   which rent has been paid, the amount of any security deposit and the number   and term of any renewal options, (c) a copy of the most recent real and   personal property tax statements for the Property, (d) a copy of the most   recent statements for the insurance coverages maintained under paragraph   2.3(a) of this Mortgage, and (e) a statement of income and expenses of the   Property for the most recently ended fiscal year of Borrower. In addition,   Borrower and any general partner therein 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   Borrower or such partner. Borrower and any general partner therein hereby   irrevocably authorize Lender to obtain credit reports on Borrower and any   such general partner on one or more occasions during the term of the Loan.   -9-
    




 









	

    	
ARTICLE III RESERVES 3.l Deposits. If required by Lender, Borrower will, at the time of making each   installment payment under the Note, deposit with Lender a sum, as estimated   by Lender, equal to (a) the taxes and special assessments next due on the   Property, and (b) the premiums that will next become due on insurance   policies as may be required under this Mortgage, less all sums already   deposited therefor, divided by the number of months to elapse before one (1)   month prior to the date when such rents, taxes, special assessments and   premiums will become delinquent. Lender may require Borrower to deposit with   Lender, in advance, such other sums for other taxes, assessments, premiums,   charges and impositions in connection with Borrower or the Property as Lender   reasonably deems necessary to protect Lender’s interests (herein “Other   Impositions”). Such sums for Other Impositions shall be deposited in a lump   sum or in periodic installments, at Lender’s option. If required by Lender,   Borrower will promptly deliver to Lender all bills and notices with respect   to any rents, taxes, assessments, premiums and Other Impositions. All sums   deposited with Lender under this paragraph 3.1 are hereby pledged as security   for the Secured Obligations. 3.2 Application of Deposits. All such deposited   sums shall be held by Lender and applied in such order as Lender elects to   pay such rents, taxes, assessments, premiums and Other Impositions or, in the   Event of Default hereunder, may be applied in whole or in part, to   indebtedness secured hereby. The arrangement provided for in this Article III   is solely for the added protection of Lender and, except as may otherwise be   required by applicable law, entails no responsibility on Lender’s part beyond   the allowing of due credit, without interest, for the sums actually received   by it. Upon any assignment of this Mortgage by Lender, any funds on hand   shall be turned over to the assignee and any responsibility of Lender with   respect thereto shall terminate. Each transfer of the Property shall   automatically transfer to the transfer all rights of Borrower with respect to   any funds accumulated hereunder. Upon payment in full of the Secured   Obligations, Lender shall promptly refund to Borrower the remaining balance   of any deposits then held by Lender. 3.3 Adjustments to Deposits. If the   total deposits held by Lender exceed the amount deemed necessary by Lender to   provide for the payment of such taxes, assessments, premiums and Other   Impositions as the same fall due, then such excess shall, provided no Event   of Default then exists hereunder, be credited by Lender on the next due   installment or installments of such deposits. If at any time the total   deposits held by Lender is less than the amount deemed necessary by Lender to   provide for the payment thereof as the same fall due, then Borrower will   deposit the deficiency with Lender within thirty (30) days after written   notice to Borrower stating the amount of the deficiency. ARTICLE IV   RESTRICTIONS ON TRANSFER OR ENCUMBRANCE 4.1 Restrictions on Transfer or   Encumbrance of the Property. (a) A “Transfer” is: Any sale (by contract or   otherwise), encumbrance, conveyance or other transfer of the Property or any   part thereof or interest therein; or any change in the ownership of any stock   interest in a corporate Borrower, in the ownership of any membership interest   or in the manager of a lirnited liability company Borrower, in the ownership   of any general partnership interest in any general or limited partnership   Borrower, or in the ownership of any beneficial interest in any other   Borrower which is not a natural person or persons (including without   limitation a trust); or any change in the ownership of any such stock,   membership, general partnership or other beneficial interest in any corporation,   limited liability company, partnership, trust or other entity, organization   or association directly or indirectly owning an interest in Borrower, or a   change in the manager of a limited liability company. A change in the   ownership of a limited partnership interest in a limited partnership shall   not be deemed a “Transfer.” (b) Without the prior written consent of Lender,   in the Lender’s sole and absolute discretion, no Transfer shall occur,   whether by voluntary or involuntary conveyance, transfer, grant or   assignment, by operation of law, or in any other manner. The occurrence of   any Transfer without Lender’s prior written consent shall -10-
    




 









	

    	
constitute an   Event of Default under this Mortgage and shall entitle Lender, at its sole   and absolute discretion, to exercise any remedy or remedies provided for in   paragraph 8.1 hereof. In the event that Lender in its sole and absolute   discretion elects to consent to any such Transfer, Lender may condition its   consent upon the payment of a fee to Lender, or an increase in the rate of   interest due under the Note, or the items in paragraph 4.l(d) below, or any   combination of the foregoing. Notwithstanding the foregoing the occurrence of   a Transfer under any will, trust or applicable law of descent arising because   of the death of an individual shall not constitute an Event of Default, so   long as Lender is given prompt notice of the Transfer and the transferee.   Lender’s consent to a Transfer or its waiver of an Event of Default by reason   of a Transfer shall not constitute a consent or waiver of any right, remedy   or power accruing to Lender by reason of any subsequent Transfer. (c) Lender   will give its written consent to Transfers (i) of limited partnership   interests in GTJ Realty LP (provided that any pledge is to an institutional   quality lender such as a bank or insurance company), (ii) under any will,   trust or applicable law of descent arising because of an individual’s death,   provided that Lender is given prompt notice of the transfer and transferee,   (iii) of interests in the borrower or any sub-entity to the transferor’s   spouse and/or lineal descendants or trusts established for the transferor’s   spouse and/or lineal descendants whose beneficiaries are the transferor, the   transferor’s spouse and/or lineal descendants, or (iv) of shares of GTJ REIT,   Inc. With respect to Transfers under clauses (i), (ii) and (iii) above,   Lender shall (a) receive prior notice (except in the case of the death of an   individual), (b) have reviewed and approved the transfer and related documents,   (c) receive assurances that the lien priority of this Mortgage will not be   affected, (d) receive a $1,500.00 transfer review fee plus payments of   Lender’s costs and expenses. Under clauses (ii), (iii) and (iv) above, the   managerial control of the Property must remain satisfactory to Lender   following the Transfer. Notwithstanding the foregoing, Borrower shall provide   Lender with written notice of any change in the Chief Executive Officer or   the President of GTJ REIT, Inc. (d) For any Transfer permitted under this   Mortgage or requested by Borrower, Lender may condition its consent upon: The   Property having been and assurances that it shall continue to be well   maintained and managed in a manner reasonably satisfactory to Lender;   Lender’s approval of the Transfer terms, documents and background materials;   there being no uncured Event of Default under this Mortgage; Borrower   furnishing an endorsement to Lender’s title insurance policy insuring the   continued validity and priority of the lien of this Mortgage following the   Transfer and such subordination agreements and other documents as may be   required by Lender or its title company to issue the endorsement. Unless   Lender in its sole discretion otherwise agrees in writing at that time, no   Transfer shall release the transferor from any liability under the Loan   Documents or the Environmental Indemnity. By accepting a Transfer, the   transferee assumes any and all liability of the transferor under the Loan   Documents and the Environmental Indemnity to the extent the transferor has   personal liability. At Lender’s request, the parties shall execute   agreements, guaranties and indemnities in form and substance acceptable to   Lender. Regardless whether Lender consents to a Transfer request, Borrower   agrees to pay all of Lender’s out-of pocket expenses incurred in connection   with any Transfer request, including without limitation title fees and   attorneys’ fees and costs, and Lender may condition its willingness to   consider a Transfer request upon a deposit to pay for Lender’s expenses. 4.2   Loan Assumption Provision. Notwithstanding any provision of this Mortgage to   the contrary, Lender will consent to one sale of the Property to, and the   related and concurrent assumption of the Borrower’s obligations under the   Loan by, an unrelated third party (“Buyer”) (a “Loan Assumption”), provided   that each of the following conditions is met in a manner acceptable to   Lender, in its sole and absolute discretion, at the time of the Loan   Assumption: (a) No event or circumstance has occurred which is or which with   the passage of time, the giving of notice, or both will constitute an Event   of Default; and (b) Borrower gives Lender at least thirty (30) days prior   written notice of the proposed transfer and copies of all proposed transfer   documents; and (c) Buyer evidences a history of property management   satisfactory to Lender or contracts for management of the Property with a   property management firm satisfactory to Lender; and 11
    




 









	

    	
(d) If the   unpaid balance of the Loan at the time of the Loan Assumption exceeds   sixty-five percent (65%) of the sale price of the Property, a prepayment of   the Loan shall, if required by Lender, be made at the time of the Loan   Assumption in the amount of the excess, together with the applicable   prepayment fee; and (e) Lender is paid at the time Borrower requests approval   of the Loan Assumption, an assumption fee equal to one percent (1%) of the   then outstanding Loan balance or $7,500.00, whichever is greater, plus   Lender’s legal and administrative expenses incurred in connection with such   sale and assumption; and (f) Buyer, the financial statements, financial   strength, tax returns and credit history of Buyer, the sale agreement and   related documents, and all aspects of the sale and assumption shall be   satisfactory to Lender; and (g) Borrower provides a new guarantor or   guarantors for the Loan who are acceptable to Lender in its sole discretion;   and (h) Borrower, the original guarantor(s), Buyer and the new guarantor(s)   enter into an assumption agreement and such other documents as are requested   by Lender in order to confirm the Loan Assumption and protect the liens and   other security for the Loan; and (i) Borrower furnishes Lender, at Borrower’s   expense, vvith the following: (i) An endorsement to Lender’s title insurance   policy, in form and content satisfactory to Lender, insuring the continued   validity, enforceability and priority of this Mortgage following the sale and   Loan Assumption; and (ii) Such subordination agreements and other documents,   in form and content satisfactory to Lender and the title company, as may be   required by the title company in order to issue the endorsement; and (j) At   the time of the Loan Assumption, Lender may, in its sole discretion, require   the continuation or the establishment, as the case may be, of a reserve   account under Article III of this Mortgage; and (k) Lender reviews and   approves both: (i) the new borrower ownership structure and (ii) the new   guarantor, and is able to confirm that no person or entity associated with   the new borrower or guarantor (A) is listed in the Annex to, or is otherwise   subject to the provisions of, Executive Order 13224 issued on September 24,   2001 (“EO 13244”); (B) name appears on the United States Treasury   Department’s Office of Foreign Assets Control (“OFAC”) most current list of   “Specifically Designated National and Blocked Persons” (which list may be   published from time to time in various mediums, including, but not limited   to, the OFAC website (http://www.treasurv.gov/ofac/downloads/tl lsdn.pdf);   (C) is a person who commits, threatens io commit or supports “terrorism,” as   that term is defined in EO 13224; or (D) is otherwise affiliated with any   entity or person listed above; and (l) Assumption of the Loan shall be   conditioned upon the simultaneous assumption of Genworth Loan No. 901000544   extended by Lender to WU/LH 300 American L.L.C. and WU/LH 500 American.   L.L.C., in accordance with the terms of the assumption set forth in the loan   documents for such loan; and (m) Lender shall, in connection with a Loan Assumption   effected in accordance with the foregoing, release the transferring Borrower   and the original guarantor(s) from liability under the non-recourse   exceptions set forth in the Note and Unconditional Guaranty and from   liability under the Environmental Indemnity to the extent that such liability   arose from acts or omissions occurring after the closing of the Loan   Assumption; provided, however, that where the time when any act or omission   took place is in dispute, the transferring Borrower and/or released   guarantor, as applicable, shall have the burden of proof that such act or   occurrence took place after the closing of the Loan Assumption.   Notwithstanding the foregoing sentence, Lender may specify in its approval of   a proposed Loan Assumption that Borrower and/or any guarantor(s) remain   liable under the non-recourse exceptions 12
    




 









	

    	
set forth in   the Note and Unconditional Guaranty and the Environmental Indemnity, in which   case, Lender shall not be required to release Borrower and/or such   guarantor(s) from any liability under the non-recourse exceptions set forth   in the Note and Unconditional Guaranty and the Environmental Indemnity.   ARTICLE V UNIFORM COMMERCIAL CODE SECURITY AGREEMENT 5.l Grant to Lender.   This Mortgage constitutes a security agreement pursuant to the Uniform   Commercial Code with respect to: (a) Any of the Property which, under   applicable law, is not real property or effectively made part of the real   property by the provisions of this Mortgage; and (b) Any and all other   property now or hereafter described on any Uniform Commercial Code Financing   Statement naming Borrower as Debtor and Lender as Secured Party and affecting   property in any way connected with the use and enjoyment of the Property (any   and all such other property constituting “Property” for purposes of this   Mortgage); and Borrower hereby grants Lender a security interest in all   property described in clauses (a) and (b) above as security for the Secured   Obligations. Borrower and Lender agree, however, that neither the foregoing grant   of a security interest nor the filing of any such financing statement shall   ever be construed as in any way derogating from the parties’ stated intention   that everything used in connection with the production of income from the   Property or adapted for use therein or which is described or reflected in   this Mortgage is and at all times shall be regarded for all purposes as part   of the real property. 5.2 Lender’s Rights and Remedies. With respect to   Property subject to the foregoing security interest, Lender has all of the   rights and remedies (i) of a secured party under the Uniform Commercial Code,   (ii) provided herein, including without limitation the right to cause such   Property to be sold by Lender under the power of sale granted by this   Mortgage or in any other manner permitted by applicable law, and (iii)   provided by law. In exercising its remedies, Lender may proceed against the   items of real property and any items of personal property separately or   together and in any order whatsoever, without in any way affecting the   availability of Lender’s remedies. Upon demand by Lender during the existence   of an Event of Default hereunder, Borrower will assemble any items of   personal property and make them available to Lender at the Property, a place   which is hereby deemed to be reasonably convenient to both parties. Lender   shall give Borrower at least five (5) days’ prior written notice of any time   and place of any public sale or other disposition of such Property or of the   time of or after which any private sale or any other intended disposition is   to be made. Any person permitted by law to purchase at any such sale may do   so. Such Property may be sold at any one or more public or private sales as   permitted by applicable law. All expenses incurred in realizing on such   Property shall be borne by Borrower. 5.3 Fixture Filing. This Mortgage covers   goods which are or are to become fixtures on the Realty, and this Mortgage   constitutes and is filed as a “fixture filing” (as that term is defined in   the New York Uniform Commercial Code) upon such of the Property •which is or   may become fixtures. Borrower has an. interest of record in the Realty. 5.4   Lender Authorization to File Financing Statement: Borrower Cooperation.   Borrower hereby authorizes Lender to file one or more Uniform Commercial Code   Financing Statements with respect to the Property. Borrower covenants and   agrees that it will promptly furnish to Lender, upon Lender’s request, such   information as may be required in order for Lender to do so. 13
    




 









	

    	
ARTICLE VI ASSIGNMENT   OF RENTS AND LEASES; LEASES OF PROPERTY: APPOINTMENT OF RECEIVER; LENDER IN   POSSESSION 6.1 Assignment of Rents and Leases. As security for the Secured   Obligations, Borrower hereby assigns and transfers to Lender all right, title   and interest of Borrower in and to (a) any and all present and future leases   and other agreements for the occupancy or use of all or any part of the   Property, and any and all extensions, renewals and replacements thereof   (collectively “Leases”), including without limitation the leases, if any,   described on Exhibit C attached, (b) all cash or security deposits, advance   rentals and deposits or payments of similar nature under the Leases, (c) any   and all guaranties of tenants’ or occupants’ performances under any and all   Leases, and (d) all rents, issues, profits and revenues (collectively   “Rents”) now due or which may become due or to which Borrower may now or   shall hereafter become entitled or may demand or claim (including Rents   coming due during any: redemption period), arising or issuing from or out of   any and all Leases, including without limitation minimum, additional,   percentage and deficiency rents and liquidated damages. 6.2. Collection of   Rents. Prior to 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, Borrower shall collect and receive all Rents of the   Property as trustee for the benefit of Lender and Borrower, and apply the   Rents so collected first to the payment of taxes, assessments and other   charges on the Property prior to delinquency, second to the cost of   insurance, maintenance and repairs required by the terms of this Mortgage,   third to the costs of discharging any obligation or liability of Borrower   under the Leases, and fourth to the indebtedness secured hereby, with the   balance, if any, so long as no such event or circumstance has occurred, to   the account of Borrower. Upon notice from Lender to Borrower of 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   hereunder and stating that Lender exercises its rights to the Rents, and   without the necessity of Lender entering upon and taking and maintaining full   contra1 of the Property in person, by agent or by a court-appointed receiver,   Lender shall immediately be entitled to possession of all Rents from the   Property as the same become due and payable, including without limitation   Rents then due and unpaid, and all such Rents shall immediately be held by   Borrower as trustee for the benefit of Lender only. Upon the occurrence of   any Event of Default, Lender may make written demand upon all or some of the   tenants and occupants of the Property to pay all Rents to Lender, and   Borrower hereby agrees that each such tenant and occupant shall have no   liability to inquire further as to the existence of a default by Borrower.   Upon such written demand by Lender, Borrower hereby agrees to direct each   tenant or occupant of the Property to pay all Rents to Lender. Payments made   to Lender by tenants or occupants shall, as to such tenants and occupants, be   in discharge of the payors’ obligations to Borrower. Lender may exercise, in   Lender’s or Borrower’s name, all rights and remedies available to Borrower   with respect to collection of Rents. Nothing herein contained shall be   construed as obligating Lender to perform any of Borrower’s obligations under   any of the Leases. 6.3 Borrower’s Representations and Warranties. Borrower   represents and warrants to Lender that Borrower has not executed and will not   execute any other assignment of said Leases or Rents, that Borrower has not   performed and will not perform any acts and has not executed and will not   execute any instrument which would prevent Lender from exercising its rights   under this Article V1, and that at the time of execution of this Mortgage   there has been no anticipation or prepayment of any of the Rents of the   Property for more than two (2) months prior to the due dates thereof.   Borrower further represents and warrants to Lender that all existing Leases   are in good standing and there is no default thereunder, whether by Borrower   or lessee, nor to Borrower’s knowledge event or condition which, with notice   or the passage of time or both, would be a default thereunder. 6.4 Leases of   the Property. Borrower will comply with and observe Borrower’s obligations as   landlord under all Leases and will do all t.hat is necessary to preserve all   Leases in force and free from any right of counterclaim, defense or setoff.   Without Lender’s written consent, Borrower will not collect or accept payment   of any Rents of the Property more than two (2) months prior to the due dates   thereof, will not enter into, execute, modify or extend any Lease now existing   or hereafter made providing for a term (assuming that all renewal options, if   any, are exercised) of more than five (5) years unless the area demised by   the Lease is less than twenty-five percent (25%) of the net rentable area of   the building(s) at the Property. Without Lender’s written consent, Borrower   will not surrender or terminate any Lease now existing or hereafter made   providing a term (assuming that all renewal 14
    




 









	

    	
options, if   any, are exercised) of more than five (5) years nor will Borrower surrender   or terminate in any single twelve-month period Leases demising more than   twenty-five percent (25%) of the aggregate total net rentable area. Each   Lease of the Property will be subordinate to the lien of this Mortgage,   unless Lender elects that the Lease shall• be superior to this Mortgage, and   each tenant shall execute an appropriate subordination or attornment   agreement as may be required by Lender. To the extent required by Lender,   each tenant shall execute an estoppel certificate and acknowledge receipt of   a notice of the assignment to Lender of its Lease, all satisfactory in form   and content to Lender. Without Lender’s written consent, Borrower will not   request or consent to the subordination of any Lease to. any lien subordinate   to this Mortgage. 6.5 Lender in Possession: Appointment of Receiver. Upon the   occurrence of any Event of Default hereunder, Lender may, in person, by agent   or by a court-appointed receiver, regardless of the adequacy of Lender’s   security, enter upon and take and maintain full control of the Property in   order to perform all acts necessary and appropriate for the operation and   maintenance thereof in the same manner and to the same extent as Borrower   could do the same, including without limitation the execution, enforcement,   cancellation and modification of Leases, the collection of all Rents of the   Property, the removal and eviction of tenants and other occupants, the making   of alterations and repairs to the Property, and the execution and termination   of contracts providing for management or maintenance of the Property, all on   such terms as are deemed best by Lender to protect the security of this   Mortgage. From and after the occurrence of any such Event of Default, if any   owner of the Property shall occupy the :Property or part thereof such owner   shall pay to Lender in advance on the first day of each month a reasonable   rental for the space so occupied, and upon failure so to do Lender shall be   entitled to remove such owner from the Property by any appropriate action or   proceedings. Following the occurrence of an Event of Default, Lender shall be   entitled (without notice and regardless of the adequacy of Lender’s security)   to the appointment of a receiver, Borrower hereby consenting to the   appointment of such receiver, and the receiver shall have, in addition to all   the rights and powers customarily given to and exercised by such receivers,   all the rights and powers granted to Lender in this Article VI. Lender or the   receiver shall be entitled to receive a reasonable fee for so managing the   Property. 6.6 Application of Rents. All Rents collected subsequent to   delivery of written notice by Lender to Borrower of an Event of Default   hereunder shall be applied first to the costs, if any, of taking control of   and managing the Property and collecting the Rents, including without   limitation attorneys’ fees, receiver’s fees, premiums on receiver’s bonds,   costs of maintenance and repairs to the Property, premiums on insurance   policies, taxes, assessments and other charges on the Property, and the costs   of discharging any obligation or liability of Borrower under the Leases, and   then to the indebtedness secured hereby. Lender or the receiver shall be   liable to account only for those Rents actually received. Lender shall not be   liable to Borrower, anyone claiming under or through Borrower or anyone   having an interest in the Property by reason of anything done or left undone   by Lender under this Article VlI 6.7 Deficiencies. To the extent, if any,   that the costs of taking control of and managing the Property, collecting the   Rents, and discharging obligations and liabilities of Borrower under the   Leases, exceed the Rents of the Property, the excess sums expended for such   purposes shall be indebtedness secured by this Mortgage. Such excess sums   shall be payable upon demand by Lender and shall bear interest from the date   of disbursement at the default rate of interest stated in the Note, or the   maximum rate which may be collected from Borrower therefor under applicable   law if that is less. 6.8 Lender Not Mortgagee in Possession. Nothing herein   shall constitute Lender a “mortgagee in possession” prior to its actual entry   upon and taking possession of the Property. Entry upon and taking possession   by a receiver shall not constitute possession by Lender. 6.9 Enforcement.   Lender may enforce this assignment without first resorting to or exhausting   any security or collateral for the indebtedness. As used in this Article VI,   the word “lease” shall mean “sublease” if this Mortgage is on a leasehold. This   assignment shall terminate at such time as this Mortgage ceases to secure   payment of indebtedness held by Lender. 15
    




 









	

    	
6.10 New York   Law Reference. This assignment shall be governed by and construed in   accordance with the laws of the State of New York. Reference is hereby made   for purposes of this Mortgage to Section 291-f of the New York Real Property   Law, as amended. ARTICLE VII EVENTS OF DEFAULT 7.1 Events of Default. The   occurrence of any one or more of the following shall constitute an Event of Default   hereunder: (a) Borrower’s failure to make any payment when due under the   Note, this Mortgage or any of the other Loan Documents, 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 similar type. (b) Borrower’s failure to perform   any other covenant, agreement or obligation under the Note, this Mortgage or   any of the other Loan Documents, followed by Borrower’s failure to cure such   default within thirty (30) days after written notice thereof given to   Borrower by Lender (or if such cure cannot be completed within such thirty   (30) day period through the exercise of diligence, the failure by Borrower to   commence the required cure within such thirty (30) day period and thereafter   to continue the cure with diligence and to complete the cure within ninety   (90) days following Lender’s notice of default). (c) Borrower or any trustee   of Borrower files a petition in bankruptcy or for an arrangement, reorganization   or any other form of debtor relief; or such a petition is filed against   Borrower or any trustee of Borrower and the petition is not dismissed within   forty-five (45) days after filing. (d) A decree or order is entered for the   appointment of a trustee, receiver or liquidator for Borrower or Borrower’s   property, and such decree or order is not vacated within forty-five (45) days   after the date of entry. (e) Borrower commences any proceeding for   dissolution or liquidation; or any such proceeding is commenced against   Borrower and the proceeding is not dismissed within forty-five (45) days   after the date of commencement. (f) Borrower makes an assignment for the   benefit of its creditors, or admits in writing its inability to pay its debts   generally as they become due. (g) There is an attachment, execution or other   judicial seizure of any portion of Borrower’s assets and such seizure is not   discharged within fifteen (15) days. (h) Any representation or disclosure   made to Lender by Borrower or any guarantor in connection herewith proves to   be materially false or misleading when made, whether or not that   representation or disclosure is contained in the Loan Documents. (i) The   existence of any event of default under any of the documents evidencing or   securing the loan in the original principal amount of Fifteen Million One   Hundred Thousand Dollars (S15,100,000.00) extended by Lender to WU/LH 300   American L.L.C. and WU/LH 500 &American L.L.C. 7.2 Form of Notice. At   Lender’s option, any written notice of default required to be given to   Borrower under paragraph 7.1 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. 16
    




 









	

    	
ARTICLE VIII   REMEDIES 8.1 Acceleration Upon Default: Additional Remedies. Upon the   occurrence of any Event of Default hereunder, Lender may, at its option and   without notice to or demand upon Borrower, take any one or more of the   following actions: (a) Declare any or all indebtedness secured by this   Mortgage to be due and payable immediately. (b) Bring a court action to   enforce the provisions of this Mortgage or any of the indebtedness or   obligations secured by this Mortgage. (c) Lender shall have the right to   foreclose this Mortgage in accordance with applicable law by judicial   proceedings, or to the full extent permitted by applicable law from time to   time, to foreclose this Mortgage under the power of sale herein granted   pursuant to Sections 1401 through 1461 of the New York Real Property Law   (Actions & Proceedings) or such other laws as may be in effect from time   to time, after publishing posting, and serving notice as required by   applicable law. Lender may bid and purchase at such sale. If at the time of   the sale Lender shall deem it best for any reason to postpone or continue   said sale for one or more days, Lender may do so, in which event notice of   such postponement or continuance shall be made in such manner as the Lender   may deem sufficient under applicable law. Lender’s costs and expenses of sale   shall be an additional indebtedness secured hereby. (d) In the event of any   foreclosure to the extent permitted by applicable law, Lender will be   entitled to a judgment which will provide that if the foreclosure sale   proceeds are insufficient to satisfy the judgment, execution may issue for   any amount by which the unpaid balance of the obligations secured by this   Mortgage exceeds the net sale proceeds payable to Lender. (e) Cause any or   all of the Property to be sold under the power of sale granted by this   Mortgage in any manner permitted by applicable law. (f) Exercise any or all   of the rights and remedies provided for under this Mortgage and the other   Loan Documents. (g) Exercise any other right or remedy available under law or   in equity. 8.2 Exercise of Power of Sale. For any sale under the power of   sale gra.11ted by this Mortgage, to the extent permitted by applicable law,   Lender shall record and give all notices required by law and then, upon the   expiration of such time as is required by law, Lender may sell the Property   upon any terms and conditions specified by Lender and permitted by applicable   law. Lender may postpone any sale by public announcement at the time and   place noticed for the sale. If the Property includes several lots or parcels,   Lender in its discretion may designate their order of sale or may elect to   sell all of them as an entirety. The Property, real, personal and mixed, may   be sold in one parcel. To the extent any of the Property sold by Lender is   personal property, Lender shall be acting as the agent of Lender in selling   such Property. Any person permitted by law to do so may purchase at any sale.   Upon any sale, Lender will execute and deliver to the purchaser or purchasers   a deed or deeds conveying the Property sold, but without any covenant or warranty,   express or implied, and the recitals in the Lender’s deed showing that the   sale was conducted in compliance with all the requirements of law shall be   prima facie evidence of such compliance and conclusive evidence thereof in   favor of bona fide purchasers and encumbrances for value. 8.3 Application of   Sale Proceeds. Except as may otherwise be required by applicable law, the   proceeds of any sale under this Mortgage will be applied in the following   manner: FIRST: Payment of the costs and expenses of the sale, including   without limitation Lender’s fees, legal fees and disbursements, title charges   and transfer taxes, and payment of all expenses, liabilities and advances of   17
    




 









	

    	
Lender,   together with interest on all advances made by Lender from date of disbursement   at the applicable interest rate under the Note from time to time or at the   maximum rate permitted to be charged by Lender under the applicable law if   that is less. SECOND: Payment of all sums expended by Lender under the terms   of this Mortgage and not yet repaid, together with interest on such sums from   date of disbursement at the applicable interest rate under the Note from time   to time or the maximum rate permitted by applicable law if that is less.   THIRD: Payment of all other indebtedness secured by this Mortgage in any   order that Lender FOURTH: The remainder, if any, to the person or persons   legally entitled to it. 8.4 Waiver of Order of Sale and Marshalling. Lender   shall have the right to determine the order in which any and all portions of   the Secured Obligations are satisfied from the proceeds realized upon the   exercise of any remedies provided herein. Borrower, any person who consents   to this Mortgage and any person who now or hereafter acquires a security   interest in the Property hereby waives, to the extent permitted by law, any   and all right to require marshalling of assets in connection with the   exercise of any of the remedies provided herein or to direct the order in   which any of the Property will be sold in the event of any sale under this   Mortgage. 8.5 Non-Waiver of Defaults. The entering upon and talking   possession of the Property, the collection of Rents or the proceeds of fire   and other insurance policies or compensation or awards for any taking or   damage of the Property, and the application or release thereof as herein   provided, shall not cure or waive any default or notice of default hereunder   or invalidate any act done pursuant to such notice. 8.6 Expenses During   Redemption Period. If this Mortgage is foreclosed through court action and   the Property sold at a foreclosure sale, the purchaser may during any   redemption period allowed, make such repairs or alterations on the Property   as may be reasonably necessary for the proper operation, care, preservation,   protection and insuring thereof. Any sums so paid together with interest   thereon from the time of such expenditure at the default rate of interest   stated in the Note or the highest lawful rate if that is less shall be added   to and become a part of the amount required to be paid for redemption from   such sale. 8.7 Foreclosure Subject to Tenancies. Lender shall have the right   at its option to foreclose this Mortgage subject to the rights of any tenant   or tenants of the Property. 8.8 Evasion of Prepayment Terms. If an Event of   Default hereunder has occurred and is continuing, a tender of payment of the   indebtedness secured hereby at any time prior to or at a judicial or   nonjudicial foreclosure sale of the Property by Borrower or anyone on behalf   of Borrower shall constitute an. evasion of the prepayment terms of the Note   and shall constitute voluntary prepayment thereunder and any such tender   shall to the extent permitted by law include the additional payment required   under the prepayment privilege, if any, contained in the Note or, if at that   time there is no prepayment privilege, then such payment shall to the extent   permitted by law include an additional payment of five percent (5%) of the   then principal Loan balance. 8.9 Remedies Cumulative. To the extent permitted   by law, every right and remedy provided in this Mortgage is distinct and   cumulative to all other rights or remedies under this Mortgage or afforded by   law or equity or any other agreement between Lender and Borrower, and may be   exercised concurrently, independently or successively, inany order   whatsoever. Lender may exercise any of its rights and remedies at its option   without regard to the adequacy of its security. 8.10 Lender’s Expenses.   Borrower will pay all of Lender’s expenses incurred in any efforts to enforce   any terms of this Mortgage, whether or not any suit is filed, including   without limitation reasonable legal fees and disbursements, foreclosure costs   and title charges. AU such sums, with interest thereon, shall be additional   indebtedness of Borrower secured by this Mortgage. Such sums shall be   immediately due and payable and shall bear 18
    




 









	

    	
interest from   the date of disbursement at the default rate of interest stated in the Note,   or the maximum rate which may be collected from Borrower under applicable law   if that is less. ARTICLE IX GENERAL 9.1 Application of Payments. Except as   applicable law or this Mortgage may otherwise provide, all payments received   by Lender under the Note or this Mortgage shall be applied by Lender in the   following order of priority: (a) Lender’s expenses incurred in any efforts to   enforce any terms of this Mortgage; (b) amounts payable to Lender by Borrower   under Article III for reserves; (c) interest and late charges payable on the   Note; (d) principal of the Note; (e) interest payable on advances made to   protect the security of this Mortgage; (f) principal of such •advances; and   (g) any other sums secured by this Mortgage in such order as Lender, at its   option, may determine; provided, however, that Lender may, at its option,   apply any such payments received to interest on and principal of advances   made to protect the security of this Mortgage prior to applying such payments   to interest on or principal of the Note. 9.2 Reconveyance. Upon payment of   all sums secured by this Mortgage, Lender shall reconvey the Property without   warranty to the person or persons legally entitled thereto and shall   surrender this Mortgage and all notes evidencing indebtedness secured by this   Mortgage. The grantee in any reconveyance may be described as the “person or   persons legally entitled thereto,” and the recitals therein of any matters or   facts shall be conclusive proof of the truthfulness thereof. Such person or   persons shall pay Lender’s reasonable costs incurred in so reconveying the   Property. 9.3 Lender’s Powers. Without affecting the liability of any person   for payment or performance of the Secured Obligations, or any of Lender’s   rights or remedies, or the priority of this Mortgage, Lender, at its option,   may extend the time for payment of the indebtedness secured hereby or any   part thereof, reduce payment thereon, release anyone liable on any of said   indebtedness, accept a renewal note or notes-therefor, modify the terms and   time of payment of the indebtedness, release the lien of this Mortgage on any   part of the Property, take or release other or additional security, release   or reconvey or cause to be released or reconveyed all or any part of the   Property, or consent to the making of any map or plat of the Property,   consent to the granting of any easement or creating any restriction on the   Property, or join in any subordination or other agreement affecting this   Mortgage or the lien or charge hereof. Borrower shall pay Lender a reasonable   service charge, together with such title insurance premiums and attorneys’   fees as may be incurred at Lender’s option, for any such action if taken at   Borrower’s request. 9.4 Subrogation. Lender shall be subrogated for further   security to the lien, although released of record, of any and all   encumbrances discharged, in whole or in part, by the proceeds of the Loan or   any other indebtedness secured hereby. 9.5 Limitation on Interest and   Charges. Interest, fees and charges collected or to be collected in   connection with the indebtedness secured hereby shall not exceed the maximum,   if any, permitted by an 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 paid to Lender 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 the person(s)   entitled thereto. No prepayment premium shall be assessed on prepayrnents   under this paragraph. The provisions of this paragraph shall control over my   inconsistent provision of this Mortgage or the Note or any other Loan   Documents. 9.6 Additional Documents: Power of Attorney. Borrower, from time   to time, will execute, acknowledge and deliver to Lender upon request, and   hereby grants Lender a power of attorney, which power of attorney is coupled   with an interest and is irrevocable, to execute, acknowledge, deliver and if   appropriate file and record, such security agreements, assignments for   security purposes, assignments absolute, financing statements, affidavits,   certificates and other documents, in form and substance satisfactory to   Lender, as Lender may request in 19
    




 









	

    	
order to   perfect, preserve, continue, extend or maintain the assignments herein   contained, the lien and security interest under this Mortgage, and the   priority thereof. Borrower will pay to Lender upon request therefor all costs   and expenses incurred in connection with the preparation, execution,   recording and filing of any such document. 9.7 Waiver of Statute of   Limitations. To the full extent Borrower may do so, Borrower hereby waives   the right to assert any statute of limitations as a defense to the   enforcement of the lien of this Mortgage or to any action brought to enforce   the Note or any other obligation secured by this Mortgage. 9.8 Forbearance by   Lender Not a Waiver. Any forbearance by Lender in exercising any right or   remedy hereunder, or otherwise afforded by applicable law, shall not be a   waiver of or preclude the exercise of any right or remedy, and no waiver by   Lender of any particular default by Borrower shall constitute a waiver of any   other default or of any similar default in the future. Without limiting the   generality of the foregoing, the acceptance by Lender of payment of any sum   secured by this Mortgage after the due date thereof shall not be a waiver of   Lender’s right to either require prompt payment when due of all other sums so   secured or to declare a default for failure to make prompt payment. The   procurement of insurance or the payment of taxes or other liens or charges by   Lender shall not be a waiver of Lender’s right to accelerate the maturity of   the indebtedness secured by this Mortgage, nor shall Lender’s receipt of any   awards, proceeds or damages under paragraphs 2.3 and 2.8 hereof operate to   cure or waive Borrower’s default in payment of sums secured by this Mortgage.   9.9 Modifications and Waivers. This Mortgage cannot be waived, changed,   discharged or terminated orally, but only by an instrument in writing signed   by the party against whom enforcement of any waiver, change, discharge or   termination is sought. 9.10 Notice. Except as applicable law may otherwise   require, all notices and other communications shall be in writing and shall   be deemed given when delivered by personal service, when sent by overnight   courier, or when mailed, by certified or registered mail, postage prepaid,   addressed to the address set forth at the beginning of this Mortgage. Any   party may at any time change its address for such purposes by delivering or   mailing to the other parties hereto as aforesaid a notice of such change.   9.11 Governing Law: Severability; Captions. This Mortgage shall be governed   by the laws of the State of New York. If any provision or clause of this   Mortgage conflicts with applicable law, such conflicts shall not affect other   provisions or clauses hereof which can be given effect without the   conflicting provision, and to this end the provisions hereof are declared to   be severable. The captions and headings of the paragraphs and articles of   this Mortgage are for convenience only and are not to be used to interpret or   define the provisions hereof. 9.12 Definitions. As used herein: the term   “Borrower” means the Borrower herein named, together with any subsequent   owner of the Property or any part thereof or interest therein; and the term “Lender”   means the Lender herein named, together with any subsequent owner or holder   of the Note or any interest therein, including pledgees, assignees and   participants. 9.13 Successors and Assigns: Joint and Several Liabilitv:   Agents. This Mortgage shall bind and inure to the benefit of the parties   hereto a.1d their respective heirs, devisees, legatees, administrators,   executors, successors and assigns, subject to the provisions of Article IV   hereof. Each person executing this Mortgage as Borrower shall be jointly and   severally liable for all obligations of Borrower hereunder. In exercising any   rights hereunder or taking actions provided for herein, Lender may act   through their respective employees, agents or independent contractors as   authorized by Lender. 9.14 Number: Gender. This Mortgage shall be construed   so that wherever applicable the use of the singular number shall include the   plural number, and vice versa, and the use of any gender shall be applicable   to all genders. 9.15 Time. Time is of the essence in connection with all   obligations of Borrower herein. 20
    




 









	

    	
9.16 Request   for Notice. Borrower hereby requests that a copy of any notice of default and   notice of sale hereunder be mailed to it at its address set forth at the   beginning of this Mortgage. 9.17 New York Real Property Law 254. The clauses   and covenants contained herein which are construed by Section 254 of the New   York Real Property Law shall be construed as provided in that section, except   as otherwise provided in this Mortgage. The additional clauses and covenants   contained herein shall afford rights supplemental to and not exclusive of the   rights conferred by the clauses and covenants construed by such Section 254   and shall not impair, modify, alter or defeat such rights notwithstanding that   such additional clauses and covenants may relate to the same subject matter   or provide for different or additional rights in the same or similar   contingencies as the clauses and covenants construed by Section 254. The   rights of Lender arising under the clauses and covenants contained in this   Mortgage shall be separate, distinct and cumulative, and none of them shall   be in exclusion of any other provision, anything herein or otherwise to the   contrary notwithstanding. The provisions of subsection 4 of Section 254 of   the New York Real Property Law covering the insurance of buildings against   loss by fire shall not apply to this Mortgage. In the event of any conflict,   inconsistency or ambiguity between the provisions of Section 2.3 hereof and   the provisions of subsection 4 of Section 254 of the New York Real Property   Law covering the insurance of buildings against loss by fire, the provisions   of Section 2.3 hereof shall control. 9.18 Lien Law Covenant. Pursuant to   Section 13 of the Lien Law of New York, Borrower shall receive the advances   secured hereby and shall hold the right to receive such advances as a trust   fund to be applied first for the purpose of paying the cost of any   improvement and shall apply such advances first to the payment of the cost of   any such improvement on the Property before using any part of the same for   any other purpose. 9.18 State Specific Provisions. (a) THIS MORTGAGE DOES NOT   COVER REAL PROPERTY PRINCIPALLY IMPROVED OR TO BE IMPROVED BY ONE OR MORE   STRUCTURES CONTAINING IN THE AGGREGATE NOT MORE THAN SIX (6) RESIDENTIAL   DWELLING UNITS, EACH HAVING ITS OWN SEPARATE COOKING FACILITIES. (b)   Notwithstanding anything contained herein to the contrary, the maximum amount   of indebtedness secured by this Mortgage at execution or which under any   contingency may become secured hereby at any time hereafter is Fourteen   Million Four Hundred Thousand Dollars ($14,400,000.00) plus interest thereon,   plus amounts expended by Lender after a declaration of default hereunder to   maintain the lien of this Mortgage or to protect the property secured by this   Mortgage, including, without limitation, amounts in respect of insurance   premiums, real estate taxes and litigation expenses to prosecute or defend   the rights, remedies and lien of this Mortgage or title to the property   secured hereby. BY EXECUTION OF THIS MORTGAGE, BORROWER EXPRESSLY   ACKNOWLEDGES: (A) THE RIGHT TO ACCELERATE THE OBLIGATION EVIDENCED BY THE   NOTE AND THE POWER GIVEN HEREIN TO LENDER TO SELL THE PROPERTY BY NONJUDICIAL   FORECLOSURE AND WITHOUT ANY NOTICE OTHER THAN SUCH NOTICE AS IS SPECIFICALLY   REQUIRED TO BE GIVEN UNDER THE NOTE OR THE PROVISIONS OF THIS MORTGAGE OR BY   LAW; (B) THAT THE UNDERSIGNED HAVE READ THIS MORTGAGE AND THAT ANY AND ALL   QUESTIONS REGARDING THE LEGAL EFFECT OF THIS MORTGAGE AND ITS PROVISIONS HAVE   BEEN EXPLAINED FULLY TO BORROWER, AND BORROWER HAS CONSULTED WITH ITS COUNSEL   PRIOR TO EXECUTING THIS MORTGAGE; AND (C) THAT ALL WAIVERS OF THE AFORESAID   RIGHTS OF BORROWER HAVE BEEN MADE KNOWINGLY, INTENTIONALLY AND WILLINGLY BY   THE UNDERSIGNED, ON BEHALF OF BORROWER, AS PART OF A BARGAINED-FOR LOAN   TRANSACTION AND THAT THIS MORTGAGE IS VALID AND ENFORCEABLE BY LENDER AGAINST   BORROWER IN ACCORDANCE WITH ALL THE TERMS AND CONDITIONS HEREOF. 21
    




 









	

    	
 

 IN WITNESS WHEREOF, Borrower and Lender have   executed this Mortgage as of the day and year first above written. BORROWER:   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: /s/ Louis Sheinker 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: /s/ Louis Sheinker Name: Louis   Sheinker Title: President [Acknowledgements Begin On Following Page] 22
    




 









	

    	
 Acknowledgements STATE OF NEW YORK COUNTRY   OF NASSAU, SS: On the 1 day of April, 2013,before me personally appeared   Louis Sheinker, personally known to me or proved to me on the basis of   satisfactory evidence to be the individual whose name is subscribed to the   within instrument, and acknowledged to me that he/she executed the same in   his/her capacity, and that by his/her signature on the instrument, the person   upon which the individual acted, executed the instrument. My Commission   Expires: STATE OF NEW YORK COUNTY OF NASSAU, SS: On the 1 day of April,   2013,before me personally appeared Louis Sheinker, personally known to me or   proved to me on the basis of satisfactory evidence to be the individual whose   name is subscribed to the within instrument, and acknowledged to me that   he/she executed the same in his/her capacity, and that by his/her signature   on the instrument, the person upon which the individual acted, executed the   instrument. IN WITNESS MY Hand and Notarial Seal. My Commission Expires:   NOTARY PUBLIC (SEAL) Paul A. Cooper Notary Public, State of New York No.   01co4953428 Qualified in Nassau County Commission expires November 20, 2013   23
    




 









	

    	
 LENDER: GENWORTH LIFE INSURANCE COMPANY, a   Delaware corporation By: Hilda Bryant Name: Hilda Bryant Title: Investment   Officer STATE OF VIRGINIA, COUNTY OF HENRICE, SS: On the 1st day of April,   2013, before me personally appeared Hilda Bryant, personally known to me or   proved to me on the basis of satisfactory evidence to be the individual whose   name is subscribed to the within instrument, and acknowledged to me that   he/she executed the same in hi capacity, and that by his signature on the   instrument, the person upon which the individual acted, executed the   instrument. IN WITNESS MY Hand and Notarial Seal. NOTARY PUBLIC My Commission   Expires: August 31, 2015 24
    




 









	

    	
EXHIBIT A TO   MORTGAGE PROPERTY SCHEDULE LEGAL DESCRIPTION: The property which is the   subject of this Mortgage is situated in the County of Westchester, State of   New York, and is legally described as follows: ALL that certain plot, piece   or parcel of land, situate, lying and being in the Town of Greenburgh, County   of Westchester and State of New York being known as Lot 1 on a certain map   entitled “Illustrative Site Plan of Fairview Corporate Park” dated September   15, 1986 and filed in the Office of the County Clerk (Division of Land   Records) on September 23, 1986 as Map NO. 22454, being more particularly   bounded and described as follows: BEGINNING at a point on the southwesterly   side of Fairview Park Drive where the same is intersected by the division   line between Lot 1 and property formerly of AT&T Information Systems as   shown on the aforesaid Map No. 22454; THENCE along the southwesterly side of   Fairview Park Drive and continuing along its southeasterly prolongation,   South 55 degrees 24 minutes 00 seconds East 415.070 feet to a point of curve;   THENCE along a curve to the right having a radius of 200.00 feet, a central   angle of 9 degrees 32 minutes 07 seconds, a distance of 33.284 feet a chord a   bearing of, South 50 degrees 37 minutes 56 seconds East, a chord distance of   33.246 feet to a point of tangency; THENCE South 45 degrees 51 minutes 53   seconds East 335.403 feet to the northerly line of land formerly of 835 6th   Avenue Realty Corp., now or formerly of Robert Martin Company; THENCE along   said land, South 72 degrees 33 minutes 20 seconds West 607.012 feet to the   northeasterly line of land formerly of the New York Central Railroad; THENCE   northwesterly along said land formerly of the New York Central Railroad along   a curve to the left having a radius of 1177.560 feet, a central angle of 20   degrees 46 minutes 49 seconds, a distance of 427.082 feet a chord bearing of,   North 38 degrees 08 minutes 44 seconds west; a chord distance of 424.74 feet   to the northwesterly corner of Lot l as shown on the aforesaid Filed Map No.   22454. THENCE along the southeasterly line Lot 1, North 34 degrees 36 minutes   00 seconds East 410.950 feet to the southwesterly side of Fairview Park   Drive, the point and place of BEGINNING. TOGETHER WITH AND SUBJECT TO the   terms, conditions, covenants, restrictions and easements contained in   Declaration record in Liber 6784 cp 206 as amended in Liber 6978 cp 260,   Liber 7623 cp 350 and Liber 7953 cp 760. TOGETHER with a 60-foot wide Right   of Way as per County Clerk Map No. 22454. 25
    




 









	

    	
FOR INFORMATION   ONLY: SECTION 7.180 BLOCK 52 LOT 29 103 FAlRVIEW PARK DRlVE ELMSFORD, NY   Parcel II ALL that certain plot, piece or parcel of land, situate, lying and   being located in the Town of Greenburgh, County of Westchester and State of   New York, being Lot 6 as shown on a map entitled “lllustrative Site Plan of   Fairview Corporate Park” dated September 15, 1986 and filed in the   Westchester County Clerk’s Office (Division of Land Records) on September 23,   1986 as Map No. 22454 more particularly bounded and described as follows:   BEGINNING from the point of origin formed by the intersection of the   northerly side of the existing 50-ft right-of way (Liber 7486 page 267) and   the westerly right-of-way of Saw Mill River Road, proceed the following   courses and distances: Southerly along a curve to the right of radius 30.00   feet and a central angle of 80°52’14”, a distance of 42.34 feet and a chord   bearing of, South 23° 06’40” West, a chord distance of38.91 feet; THENCE to a   point of tangency; THENCE South 63°32’34” West a distance of 393.37 feet;   THENCE to a point of curvature; THENCE Westerly along a curve to the right of   radius 450.00 feet and a central angle of 11°47’34”, a distance of 92.62 feet   and a chord bearing of, South 69°2 6’22” West for 92.45 feet to a Rebar set   and being the point of BEGINNING. From said point of beginning, proceeding   the following courses and distances: Southwesterly along a curve to the left   of radius 50.00 feet and a central angle of 73°05’34”, a distance of 63.78   feet and a chord bearing of, South 38°47’07” West 59.54 feet; THENCE to a   point of non-tangent line; THENCE South 79° 53’00” West, a distance of 658.07   feet; THENCE North 38° 00’00” west a distance of 340.00 feet; THENCE North 52°20’43”   West a distance of 384.98 THENCE South 89°23’40” East, a distance of 194.38   feet; THENCE North 80°11’20” East a distance of 304.59 feet; THENCE South   89°00’40” East a distance of 100.09 feet; THENCE South 85° 01’40” East a   distance of 86.83 feet; 26
    




 









	

    	
THENCE North   79°53’ 00” East a distance of 182.00 feet; THENCE North 80°37’ 40” East a   distance of 69.03 feet; THENCE South 17°19’40” East a distance of 460.00   feet; THENCE to a non-tangent point of curvature; THENCE easterly on a curve   to the left having a radial bearing of, North 02°32’34” East a radius of   450.00 feet and a central angle of 17°12’26”, a distance of 135.15 feet and a   chord bearing of, North 83°56’21” East a chord distance of 34.64 feet to the   place or point of BEGINNING. FOR INFORMATION ONLY: SECTION 7.60 BLOCK 3 LOT 2   404 FIELDCREST DRIVE ELMSFORD, NY 27
    




 









	

    	
 EXHIBIT B TO MORTGAGE Mortgage Schedule   Severed Mortgage and Security Agreement in the amount of $16,100,000.00 dated   as of the date hereof (“Severed Mortgage”) by and between WU/LH 103 FAIRVIEW   PARK L.L.C., WU/LH 412 FAIRVIEW PARK L.L.C., WU/LH 401 FIELDCREST L.L.C.,   WU/LH 404 FIELDCREST L.L.C., WU/LH 199 RIDGEWOOD L.L.C., WU/LH 203 RIDGEWOOD   L.L.C., WU/LH 36 MIDLAND L.L.C., WU/LH 100-110 MIDLAND L.L.C., and WU/LH 112   MIDLAND L.L.C. and GTJ Management, LLC, each a Delaware limited liability   company, having an office c/o 444 Merrick Road, Suite 370, Lynbrook, New York   11563 (“Original Mortgagors”) and 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, having its principal place of business   at 197 Clarendon Street, Boston, Massachusetyd 02116 (“Original Mortgagee”),   which Severed Mortgage is to be recorded in the Clerk’s Office immediately   prior hereto. Said Severed Mortgage was modified by a certain Partial Release   of Mortgage dated of even date herewith by Original Mortgagee (“Severed   Partial Release”) and is intended to be recorded in the Clerk’s Office   immediately after the recording of the Severed Mortgage. Said Severed   Mortgage was assigned by a certain Assignment of Mortgage dated of even date   herewith from Original Mortgagee to Genworth Life Insurance Company (“Severed   Mortgage Assignment”) and is intended to be recorded in the Clerk’s Office   immediately after the recording of the Severed Partial Release. The recording   history of the mortgage from which such Severed Mortgage was derived is set   forth below for information purposes oniy: Mortgage, Assignment of Leases and   Rents and Security Agreement dated as of February 25, 2008 made by Original   Mortgagors and Wu/LH 8 Slater L.L.C. in favor of Mortgagee and recorded in   the Clerk’s Office on April 23, 2008 as Control No. 480860266, as modified   and severed by that certain Mortgage Modification and Severance Agreement   dated March 8, 2011 by and among Mortgagor, Wu/LH 9 Slater L.L.C. and   Mortgagee and recorded in the Clerk’s Office on March 29, 2011 as Control No.   51074316, and as affected by that certain Partial Release of Mortgage dated   of March 8, 2011 and recorded in the Clerk’s Office on ,2011 as Control No.   made by Mortgagee (collectively, the “Original Mortgage”). Mortgage Tax Paid:   $658,450.00 Said Original Mortgage was further modified and severed into two   separate and coordinate liens pursuant to that certain Second Mortgage   Modification and Severance Agreement dated as of the date hereof between   Mortgagor and Mortgagee as follows: (i) one lien in the amount of   $30,650,000.00 which continues to be evidenced by such Original Mortgage, as   affected by that certain Partial Reiease of Mortgage dated as of the date   hereof from mortgagee, and (ii) one lien in the amount of $16,100,000.00   which is evidenced by the Severed :Mortgage, as affected by the Severed   Partial Release and the Severed Mortgage Assignment. 28
    




 









	

    	
EXHIBIT C TO   MORTGAGE Lessee Date of Lease Federal Express Corporation March 1, 1996   Magnetic Analysis Corporation November 1, 2010 The Reliable Automatic   Sprinkler Co., Inc. October 24, 1988 29