Exhibit 10.7


 




	
  

  	
  Loan No.
  901000544 UNCONDITIONAL GUARANTY THIS UNCONDITIONAL GUARANTY (this
  “Guaranty”) is made this 3rd day of April, 2013, by GTJ REALTY, LP, a
  Delaware limited partnership (“Guarantor”) to and for the benefit of GENWORTH
  LIFE INSURANCE COMPANY, a Delaware corporation (“Lender”). BACKGROUND WU/LH
  300 AMERICAN L.L.C., a Delaware limited liability company, and WU/LH 500
  AMERICAN L.L.C., a Delaware limited liability company (collectively,
  “Borrower”) have applied to Lender for a loan (the “Loan”) in the principal
  amount of FIFTEEN MILLION ONE HUNDRED THOUSAND DOLLARS ($15,100,000.00). The
  Loan will be evidenced by a Promissory Note (the “Note”) in the Loan amount
  and will be secured by a Mortgage, Assignment of Rents and Leases, and
  Security Agreement (the “Mortgage”) on real property located in Morris
  County, New Jersey, commonly described as 300 and 500 American Road, Morris
  Plains, New Jersey 07950. An Environmental Indemnity (the “Environmental
  Indemnity”) has also been executed by Borrower and Guarantor in connection
  with the Loan. The Note, the Mortgage and all other documents (other than the
  Environmental Indemnity) executed in connection with the Loan are hereinafter
  collectively referred to as the “Loan Documents.” All moneys due or which may
  become due under the Loan Documents, or any of them, and the due and punctual
  performance and observance of all the other terms, covenants and conditions
  of the Loan Documents, whether according to the present terms of the Loan
  Documents or at any earlier or accelerated date or dates as provided therein,
  or pursuant to any extension of time, or to any change or changes in the
  terms, covenants and conditions of the Loan Documents, are hereinafter
  collectively referred to as the “Indebtedness.” The Loan is conditioned upon
  Guarantor’s execution and delivery to Lender of this Guaranty. NOW,
  THEREFORE, in consideration of benefits to Guarantor from Borrower, the
  receipt and sufficiency of which are hereby acknowledged by Guarantor, and to
  induce Lender to make the Loan to Borrower, Guarantor agrees as follows: 1.
  Unconditional Guaranty of Payment. (a) Guarantor unconditionally, absolutely
  and irrevocably guarantees the due and punctual payment of all moneys due or
  which may become due to Lender by Borrower in connection with the Loan for
  any and all claims, demands, damages, losses, liabilities, fines, penalties,
  fees, liens, costs and expenses, including attorneys’ fees, suffered or
  incurred by Lender on account of or in connection with: (i) Waste committed
  or knowingly permitted to the property encumbered by the Mortgage, or fraud
  or willful misrepresentation committed by Borrower; (ii) The retention by
  Borrower of any rental income or other income arising with respect to the
  property encumbered by the Mortgage collected by Borrower after the
  occurrence of an “Event of Default,” as that term is defined in the Note and
  prior to the cure (if any) of such default, to the extent that any such
  retained income is not used to pay capital or operating expenses of said
  property; (iii) The retention of security deposits or other deposits made by
  tenants of the property encumbered by the Mortgage which are not paid to
  tenants when due or transferred to Lender or any other party acquiring the
  property at a foreclosure sale or any transfer in lieu of foreclosure; (iv)
  The removal or disposition by Borrower of any personal property or fixtures
  encumbered by the Mortgage which are not replaced as required by the
  Mortgage; 

  






 















	
  

  	
   (v) The misapplication by Borrower of any
  proceeds under any insurance policies or awards resulting from condemnation
  or the exercise of the power of eminent domain or by reason of damage or
  destruction to any portion of the property encumbered by the Mortgage or any
  building or buildings located thereon; (vi) Any property taxes or assessments
  which accrue prior to the earlier of (i) Lender, its nominee or any bidder at
  a foreclosure sale taking title to the property encumbered by the Mortgage or
  (ii) Borrower’s tender to Lender of a deed to the property encumbered by the
  Mortgage in recordable and insurable form; (vii) Borrower’s failure to
  maintain in full force and effect hazard, liability and other insurance
  coverages as required by the Mortgage; (viii) Any breach of covenant, breach
  of warranty or misrepresentation by Borrower under the Mortgage or any of the
  other Loan Documents with respect to hazardous, toxic and dangerous wastes,
  substances and materials. (b) Upon and at all times following the occurrence
  of any Full Recourse Event (as defined below), Guarantor unconditionally,
  absolutely and irrevocably fully guarantees the due and punctual payment of
  the principal and interest of the Note and the due and punctual payment,
  performance and observance of all other Indebtedness. (c) As used herein, the
  term “Full Recourse Event” means: (i) The encumbrance of the property
  encumbered by the Mortgage or any part thereof or interest therein by any
  consensual lien or encumbrance other than that of the Mortgage, without
  Lender’s prior written consent; provided, however, that, for purposes of this
  clause (i), the lien or encumbrance of general property taxes or special
  assessments or of persons supplying labor or materials to or in connection
  with said property shall not be deemed to be consensual in nature; or (ii)
  The sale (by contract or otherwise), conveyance or other transfer of the
  property encumbered by the Mortgage or any part thereof or interest therein,
  without Lender’s prior written consent; or (iii) The filing of any bankruptcy
  or insolvency proceeding by Borrower. This is a guaranty of payment, not of
  collection. If the amount outstanding under the Loan or any other moneys due
  or which may become due under the Note or any of the other Loan Documents is
  determined by a court of competent jurisdiction, that determination shall be
  conclusive and binding on Guarantor, regardless of whether Guarantor was a
  party to the proceeding in which such determination was made or not. 2.
  Acknowledgements, Representations And Warranties. (a) Guarantor acknowledges
  and agrees that: (i) Guarantor either has reviewed, or has had an opportunity
  to review, the Loan Documents, and is otherwise fully familiar with the terms
  of the Loan; (ii) This Guaranty constitutes an obligation to Lender which is
  separate and distinct from the obligation of Borrower to Lender under the
  Loan Documents; (iii) Guarantor is signing this Guaranty as an inducement to
  Lender to make the Loan, and further acknowledges that Lender would not make
  the Loan without this Guaranty. (b) Guarantor represents and warrants to
  Lender as follows: 2 

  






 















	
  

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

  






 















	
  

  	
  (I) Guarantor
  waives any defense arising out of the absence, impairment, or loss of any or
  all rights of recourse, reimbursement, contribution, subrogation or any other
  right or remedy of Guarantor against Borrower, any other guarantor, or any
  other person to recover amounts which Guarantor is obligated to pay under
  this Guaranty; (m) Guarantor waives any defense based upon election of remedies
  and any anti-deficiency statute, it being intended that this Guaranty shall
  survive any and all realization upon Collateral. Such waiver shall include
  without limitation any defense that a foreclosure of Collateral, whether
  judicial or nonjudicial, discharged Guarantor’s obligations under this
  Guaranty; (n) Guarantor waives any defense arising by reason of any
  invalidity, ineffectiveness or unenforceability of all or any portion of the
  Loan Documents or on the basis of any other defense (other than full payment
  in cash of any monetary obligation or full performance of any other
  obligation) available to Borrower, any other guarantor or any other person;
  (o) Guarantor waives any defense arising out of lack of diligence or out of
  delay in enforcement, collection or realization under the Loan Documents; (p)
  Guarantor waives demand for payment, demand for performance, notice of
  non-payment, notice of non-performance, presentment, protest, notice of
  dishonor, and indulgences and notices of every other kind; and (q) Guarantor
  hereby expressly waives: (i) any defense arising because of Lender’s
  election, in any proceeding instituted under the Federal Bankruptcy Code, of
  any application of Section 1111(b)(2) of the Federal Bankruptcy Code; and
  (ii) any defense based on any borrowing or grant of a security interest under
  Section 364 of the Federal Bankruptcy Code. 4. Lender’s Right Not To Proceed
  Against Borrower. Other Person Or Collateral: Lender’s Remedies. This
  Guaranty may be enforced against Guarantor without attempting to collect (or
  without exhausting its efforts to collect) from Borrower, any other guarantor
  or any other person who may be liable for Borrower’s obligations, and without
  attempting to enforce (or exhausting its efforts to enforce) Lender’s rights
  in any Collateral. Lender may exercise its remedies available under this
  Guaranty and the Loan Documents and available at law and in equity in such
  order as Lender in its discretion may determine. Lender may join Guarantor in
  any suit in connection with the Loan Documents or may proceed against
  Guarantor in a•separate action. If suit, sale, foreclosure or other remedy is
  availed of, only the net proceeds therefrom, after deducting all charges and
  expenses of any kind and nature whatsoever, shall be applied to the reduction
  of the Indebtedness, and Lender shall not be required to institute or
  prosecute proceedings to recover any deficiency as a condition of payment
  under or enforcement of this Guaranty. At any sale of Collateral, Lender may,
  at its discretion, purchase all or any part of such Collateral and apply
  against the amount bid therefor an equal amount of the indebtedness. 5.
  Bankruptcy And Assignment Of Rights. Guarantor’s obligation to make payment
  under the terms of this Guaranty shall not be impaired, modified, changed,
  released or limited in any manner by any impairment, modification, change,
  release, defense or limitation of the liability of Borrower or of a receiver,
  trustee, debtor in possession or estate under any bankruptcy, receivership or
  insolvency proceeding. If any payment made by Borrower is reclaimed in a
  bankruptcy or receivership proceeding, Guarantor shall, subject to the
  limitations of paragraph 1 above, pay to Lender the dollar amount of the
  reclaimed. Guarantor hereby assigns to Lender all rights Guarantor may have
  in any proceeding involving Borrower under any federal bankruptcy act or
  state receivership proceedings, whether or not such rights relate to this
  Guaranty. Such assignment shall not diminish, alter or otherwise affect
  Guarantor’s liability under this Guaranty. 6. Guarantor’s Duty To Keep
  Informed Of Borrower’s And Others’ Financial Condition. Guarantor is now
  adequately informed of Borrower’s financial condition. Guarantor has
  established adequate means of obtaining, and will obtain from Borrower in the
  future, all financial and other information regarding Borrower, any other 4

  






 















	
  

  	
  guarantor, any
  other person and the Loan as is deemed appropriate by Guarantor. Lender shall
  have no obligation, now or in the future, to provide any such information to
  Guarantor. 7. Survival of Certain Indemnities and Obligations. Guarantor
  acknowledges that, to the extent permitted by law, certain obligations of
  Borrower under the Loan Documents, including without limitation indemnity obligations
  relating to hazardous substances, shall survive payment of the Indebtedness
  and foreclosure of Collateral. Guarantor covenants and agrees that, to the
  extent permitted by law and subject to the limitations of paragraph 1 above,
  Guarantor’s guaranty of such obligations of Borrower shall also survive
  payment of the Indebtedness and foreclosure of Collateral. 8. Waiver Of Right
  Of Subrogation. Until the Indebtedness shall have been paid and performed in
  full, Guarantor shall have no right of subrogation, and Guarantor waives any
  right to enforce any remedy which Lender now has or may hereafter have
  against Borrower, any other guarantor or any other person, and waives any
  benefit of, and any right to participate in, any of the Collateral. 9. Subordination
  Of Debt. Any debt of Borrower now or hereafter held by Guarantor is hereby
  subordinated to the Indebtedness, and such debt, if Lender so requests, shall
  be collected, enforced and received by Guarantor as trustee for Lender and be
  paid over to Lender on account of the Indebtedness, but without reduction or
  affecting in any manner the liability of Guarantor under the other provisions
  of this Guaranty. 10. Collection Expenses. Guarantor agrees to reimburse
  Lender on demand for all reasonable legal fees and other costs and expenses
  incurred by Lender in collecting, enforcing or defending this Guaranty,
  together with interest thereon from date of disbursement at the default rate
  of interest stated in the Note. Such fees, costs and expenses shall include those
  incurred with or without suit and those incurred at or in preparation for any
  trial, appeal or review, or in any proceedings under any present or future
  federal bankruptcy act or state receivership law and any post-judgment
  collection proceedings. 11. Payment Of Loan: Effect Of Bankruptcy. Except as
  otherwise provided in paragraphs 3 and 7 above, this Guaranty shall terminate
  upon payment and performance in full of the Indebtedness; provided, however,
  that, subject to the limitations of paragraph 1 above, it shall be
  automatically reinstated if any payment is reclaimed in a bankruptcy or
  receivership proceeding, until Guarantor pays Lender the amount reclaimed or
  the amount is otherwise paid to Lender and is not subject to further
  reclamation. 12. Financial Statements: Credit Reports. Guarantor will furnish
  to Lender, within twenty (20) days after Lender’s request therefor, a
  complete and current financial statement, in reasonable detail and certified
  as correct by Guarantor. Guarantor hereby irrevocably authorizes Lender to
  obtain credit reports on Guarantor on one or more occasions during the term
  of the Loan. 13. Binding Effect. This Guaranty shall be binding upon and
  enforceable against Guarantor, Guarantor’s legal representatives, successors
  and assigns, and shall inure to the benefit of and may be enforced by Lender
  and Lender’s successors and assigns. 14. Assignment. Lender may assign the
  Loan Documents and this Guaranty, or any of them, in whole or in part, and
  may grant participations therein, without notice to Guarantor and without
  affecting Guarantor’s liability under this Guaranty. 15. Construction. Unless
  some other meaning and intent is apparent from the context, the plural shall
  include the singular and vice versa, and masculine, feminine and neuter words
  shall be used interchangeably. 16. Governing Law: Jurisdiction. This Guaranty
  shall be governed by and construed according to the laws of the State of New
  Jersey. Guarantor consents to the jurisdiction of the courts of the State of
  New Jersey. 17. Joint And Several Liability: Independent Obligations. The
  obligations under this Guaranty of all persons included within the term
  “Guarantor” are joint and several. The obligations of each Guarantor are 5

  






 















	
  

  	
  independent of
  those of Borrower, any other guarantor and any other person, and a separate
  action or actions may be brought and prosecuted against Guarantor, or any of
  them, whether action is brought against any other Guarantor, Borrower or any
  other person. 18. Entire Agreement: Modifications. This agreement constitutes
  the entire understanding between Lender and Guarantor and no course of prior
  dealing between the parties, no usage of trade, and no parol or extrinsic
  evidence of any nature shall be used to supplement or modify the terms of this
  Guaranty. This Guaranty may be changed, modified or supplemented only through
  a writing signed by Guarantor and Lender. 19. Invalid Provisions. If any
  provision of this Guaranty is invalid, illegal or unenforceable, such
  provision shall be considered severed from the rest of this Guaranty and the
  remaining provisions shall continue in full force and effect as if the
  invalid provision had not been included. 20. Seal And Effective Date. This
  Guaranty is an instrument executed under seal and is to be considered
  effective and enforceable as of the date set forth on the first page hereof,
  independent of the date of actual execution. IN WITNESS WHEREOF, Guarantor
  hereby executes this Guaranty as of the day and year first above written.
  GUARANTOR: GTJ REALTY, LP, a Delaware limited partnership By: GTJ GP, LLC, a
  Maryland limited liability company, General Partner By: GTJ REIT, Inc., a
  Maryland corporation, Manager By: /s/ Louis Sheinker Name: Louis Sheinker
  Title: President 6