Exhibit 10.5


 




	
  

  	
  Exhibit 99.7
  Prepared by, Recording Requested By and When Recorded Return To: Genworth
  Life Insurance Company c/o Bank of America RESF – Servicing 900 West Trade
  Street Suite 650 NC1-026-06-01 Charlotte, North Carolina 28255 Loan No.
  901000544 MORTGAGE, ASSIGNMENT OF RENTS ANB LEASES, ANB SECURITY AGREEMENT
  (ALSO CONSTITUTING A FIXTURE FILING) THIS MORTGAGE, ASSIGNMENT OF RENTS AND
  LEASES, AND SECURITY AGREEMENT (this “Mortgage”) is made this [ILLEGIBLE] day
  of April , 2013, between 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, 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, NC1-026-06-01, 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. Lender is making a loan (the “Loan”) in the
  principal amount of FIFTEEN MILLION ONE HUNDRED THOUSAND DOLLARS
  ($15,100,000.00), such amount being the maximum principal amount of
  indebtedness secured by this Mortgage, to be secured by that certain real
  property (the “Realty”) described in Exhibit A attached hereto. The Loan, if
  not sooner paid, is due and payable in full on April 30, 2018. Pursuant to
  N.J.S.A § 46:9-4, as amended, Borrower will pay the indebtedness as hereinbefore
  provided. In consideration of the Loan, Borrower hereby irrevocably MORTGAGES
  to Lender 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 (me “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 FIFTEEN MILLION ONE HUNDRED THOUSAND DOLLARS ($15,100,000.00),
  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; (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. -2-

  






 















	
  

  	
  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, the
  Borrower warrants the title to the Property, as defined in N.J.S.A. § 46:9-2,
  as amended, and 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 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 of the Property of any federal, stare 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,
  including, without limitation, the New Jersey Industrial Site Recovery Act,
  N.J.S.A.13:1K-6, et seq. (“ISRA”), the New jersey Spill Compensation and
  Control Act, N.J.S.A. 58:10-23 11B at seq., the New Jersey Leaking
  Underground Storage Tank Act, N.J.S.A. 58:10A-21 at seq., and any stare super-lien
  and environmental clean-up statutes. 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.
  (b) If the provisions of ISRA become applicable to the Property subsequent to
  the date of this Mortgage, Borrower shall provide Lender with prompt written
  notice thereof and shall immediately take all requisite action to insure full
  compliance therewith. Borrower shall deliver to Lender copies of all
  correspondence, notices and submissions that it sends or receives from the
  New Jersey Department of Environmental Protection in connection with such
  ISRA compliance. Borrower’s obligation to comply with ISRA shall,
  notwithstanding its general applicability, also specifically apply to a sale,
  transfer, closure or termination of operations associated with any
  foreclosure action, including, without limitation, a foreclosure action
  brought with respect to this Mortgage. -3-

  






 















	
  

  	
  (c) 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 sea.), (B) defined as a “hazardous waste” under or pursuant
  to the Resource Conservation and Recovery Act (42 U.S.C. §6901 et sea.), (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 a “hazardous substance” or “hazardous
  waste” pursuant to N.J.S.A. § 13:1D-37, a “hazardous substance” pursuant to
  N.J.S.A. § 13:1K-8, a “hazardous substance” pursuant to N.J.S.A. §
  58:10-23.11b, a “hazardous pollutant”, “pollutant” or “toxic pollutant”
  pursuant to N.J.S.A. § 58:10A-3, or a “hazardous substance” pursuant to
  N.J.S.A. § 58:10A-22. 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 Jersey, 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. (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. Pursuant to
  N.J.S.A. § 46:9-3, as amended, Borrower covenants that no owner of the
  Property shall be entitled to any credit by reason of the payment of any tax
  on the Property. 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 assessment by
  appropriate proceedings duly instituted and diligently prosecuted at
  Borrower’s expenses. 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 with entire amount assessed with the
  applicable governmental authority, it deposits the entire amount 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
  person 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 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 Leader’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
  breakdown 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 he
  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, among 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 aggress 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 cancellation 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. (f) Insurance Covenant. Pursuant to N.J.S.A §
  46:9-5, as amended, Borrower covenants and agrees that the improvements and
  buildings on the Property shall be kept insured against loss by fire for the
  benefit of Lender. 2.4 Preservation and Maintenance of Property; Right pf
  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 part
  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. -7-

  






 















	
  

  	
  (b)
  Alterations. No building or other improvement on the Realty will be
  structurally altered, removed or demolished, in whole or in part, without
  Lender’ 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.  (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 -8-

  






 















	
  

  	
  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. 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 approver in writing, book 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 roll for the Property, showing the name
  of each tenant, and for each tenant, 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 -9- 

  






 















	
  

  	
  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.
  ARTICLE III RESERVES 3.1 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 transferee 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 of 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
  party 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 limited 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 -10-

  






 















	
  

  	
  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 Leader’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 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 is 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 4.1(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 -11-

  






 















	
  

  	
  (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 Leader or
  contracts for management of the Property with a property management firm
  satisfactory to Lender; and (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, with 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.treasury.gov/ofac/downloads/t11sdn.pdf); (C) is a person who
  commits, threatens to 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. 901000543 extended by Lender to
  WU/LH 103 Fairview Park LLC and WU/LH 404 Fieldcrest LLC, in accordance with
  the terms of the assumption set form 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 -12-

  






 















	
  

  	
  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 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 5.1 Grant to Leader. 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 in any 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 the 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 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 Jersey 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 B 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
  control 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 VI, 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 any 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 that 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 lies 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 ail 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 VI. 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 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 therefore 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 this Mortgage ceases to secure
  payment of indebtedness held by Lender. -15-

  






 















	
  

  	
   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 fee 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
  Fourteen Million Four Hundred Thousand Dollars ($ 14,400,000,00) extended by
  Lender to WU/LH 103 Fairview Park LLC and WU/LH 404 Fieldcrest LLC. 7.2 Form
  of Notice. At Lender’s 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 Jersey relating to foreclosures
  of mortgages. S:\MAG\31173\Loan Documents. doc -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) Bring a court
  action to foreclose this Mortgage pursuant to N.J.S.A. § 2A:50, et seq., as
  amended, or in accordance with applicable law. (d) Cause any or all of the
  Property to be sold in any manner permitted by applicable law. (e) Exercise
  any or all of the rights and remedies provided for under this Mortgage and
  the other Loan Documents. (f) Exercise any other right or remedy available
  under law or in equity. 8.2 Sale of Property. For any sale under this
  Mortgage, 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. 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 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 me .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 chooses.
  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 is 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 ail 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. S:\MAG\31173\Loan
  Docamsnts.doc -17-

  






 















	
  

  	
   8.5 Non-Waiver of Defaults. The entering
  upon and taking 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 dose 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, fee 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 anytime 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, in any 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. All 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 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. 8.11 Acceleration Covenant. Without limiting and
  notwithstanding any of the foregoing, pursuant to N.J.S.A. § 46:9-6, as
  amended, Borrower covenants and agrees that the whole of the indebtedness
  secured by this Mortgage shall at the option of the Lender become due after
  default in the payment of any installment of principal and interest as provided
  in the Note, default in the payment of any tax the responsibility of Borrower
  under this Mortgage, default in the payment of any water rate or assessment
  when due, or a failure and default in keeping the improvements and buildings
  insured against loss by fire for the benefit of and to the satisfaction of
  the Lender. 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 Mortgages 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 Mortgages; (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
  -18-

  






 















	
  

  	
  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 any applicable law. If any such law is interpreted so that said
  interest fees and/or charges would exceed any such maximum and Borrower is
  entitled to the benefit of such law, then: (a) such interest, fees and/or
  charges shall be reduced by the amount necessary to reduce the same to the
  permitted maximum; and (b) any sums already 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 prepayments under this paragraph.
  The provisions of this paragraph shall control over any 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 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 therefore 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 -19-

  






 















	
  

  	
   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 ofthis 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
  Jersey. 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 Liability; Agents. This Mortgage shall bind and inure to the benefit
  of the parties hereto and 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. 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 Modification of Mortgage. This Mortgage is subject to
  “modification” as such term is defined in N.J.S.A. § 46:9-81, et seq., as
  amended (“Modification Act”), and shall be subject to the provisions of such
  Modification Act. 9.18 Receipt of Mortgage. Borrower hereby declares and
  acknowledges receipt, without charge, of a true and correct copy of this
  Mortgage. 9.19 Acknowledgement of Notice. Borrower hereby declares and
  acknowledges receipt of any and all notices, in a timely fashion, from Lender
  and all other parties required or that may be required pursuant to N.J.S.A. §
  46:10A-1, as amended. -20- 

  






 















	
  

  	
  IN WITNESS
  WHEREOF, Borrower has executed this Mortgage as of the day and year first above
  written. WITNESS: BORROWER: WU/LH 300 AMERICAN 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: [ILLEGIBLE] Name:
  [ILLEGIBLE] Title: President WU/LH 500 AMERICAN 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: [ILLEGEBLE] Name:
  [ILLEGIBLE] Title: President -21-

  






 















	
  

  	
   STATE OF NEW YORK, CITY/COUNTY OF .Nassau ,
  TO WIT: BE IT REMEMBERED, that on this 1 day of April , 2013, before me, the
  subscriber, personally appeared [ILLEGIBLE] , who, I am satisfied. is the
  person who signed the within instrument as the President of GTJ REIT, Inc., a
  Maryland corporation, which is the Manager of GTJ GP, LLC, a Maryland limited
  liability company, which is the General Partner of GTJ Realty, LP, a Delaware
  limited partnership, which is the Manager of WU/LH 300 AMERICAN L.L.C., a
  Delaware limited liability company, the limited liability company named in
  the within instrument, and this person thereupon acknowledged that he/she is
  authorized to sign the within instrument on behalf of the limited liability
  company and signed, sealed and delivered this instrument as the voluntary act
  and deed of the limited liability company. [ILLEGIBLE] (SEAL) NOTARY PUBLIC
  Paul A. Cooper Notary Public, Stats of New York No. 01C04953428 Qualified in
  Nassau County Commission Expires November 20, 2013 STATE OF NEW YORK,
  CITY/COUNTY OF Nassau , TO WIT: BE IT REMEMBERED, that on this 1 day of April
  , 2013, before me, the subscriber, personally appeared [ILLEGEBLE], who, I am
  satisfied, is the person who signed the within instrument as the President of
  GTJ REIT, Inc., a Maryland corporation, which is the Manager of GTJ GP, LLC,
  a Maryland limited liability company, which is the General Partner of GTJ
  Realty, LP. a Delaware limited partnership, which is the Manager of WU/LH 500
  AMERICAN L.L.C., a Delaware limited liability company, the limited liability
  company named in the within instrument, and this person thereupon
  acknowledged that he/she is authorized to sign the within instrument on
  behalf of the limited liability company and signed, sealed and delivered this
  instrument as the voluntary act and deed of the limited liability company.
  [ILLEGIBLE] (SEAL) NOTARY PUBLIC Paul A. Cooper Notary Public State of New
  York No. 01C04953428 Qualified in Nassau county Commission Expires November
  20, 2013 -22- 

  






 















	
  

  	
   EXHIBIT A TO MORTGAGE PROPERTY SCHEDULE
  LEGAL DESCRIPTION: The property which is the subject of this Mortgage is
  situated in the County of Morris, State of New Jersey, and is legally
  described as follows: THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE
  BOROUGH OF MORRIS PLAINS, COUNTY OF MORRIS, AND STATE OF NEW JERSEY, AND IS
  DESCRIBED AS FOLLOWS: TRACT 1 FEE PARCEL: BEGINNING AT AN IRON ROD WITH CAP,
  IDENTIFIED “RICHARD F SMITH JR, SURVEYOR, NJ #25048, MORRISTOWN”, SET IN THE
  SOUTHERLY LINE OF LANDS HERETNDESCRIBED WHERE THE SAME IS INTERSECTED BY THE
  EASTERLY LINE OF LANDS NOW OR FORMERLY OF PAR THREE PROPERTIES, INC. AS
  DESCRIBED IN DEED BOOK 2545 AT PAGE 491, SAID POINT BEING DISTANT 693.92 FEET
  AS MEASURED IN A NORTHERLY DIRECTION ALONG THE EASTERLY LINE OF PAR THREE
  PROPERTIES, INC. FROM A DRILL HOLE SET AT ITS INTERSECTION WITH THE NORTHERLY
  SIDELINE OF EAST HANOVER AVENUE, VARIABLE WIDTH RIGHT OF WAY, AND FROM SAID
  POINT RUNNING; THENCE, 1) ALONG PAR THREE PROPERTIES, INC., NORTH 74 DEGREES
  03 MINUTES 20 SECONDS WEST 276.13 FEET TO AN IRON ROD WITH CAP, IDENTIFIED AS
  AFORESAID, SET IN THE BASTERLY LINE OF LANDS NOW OR FORMERLY OF CONRAIL,
  FORMERLY NEW JERSEY TRANSIT - MORRIS & ESSEX LINE; THENCE, 2) ALONG
  CONRAIL, NORTH 04 DEGREES 43 MINUTES 20 SECONDS WEST 920.93 FEET TO AN IRON
  ROD WITH CAP, IDENTIFIED “RICHARD F SMITH JR, SURVEYOR, NJ #25048,
  MORRISTOWN”, SET WHERE THE SAME IS INTERSECTED BY TEE DIVISION LINE BETWEEN
  LANDS HEREINDESCRIBED AND LANDS NOW OR FORMERLY OF BAKER-FIRESTONE PROPERTIES
  LIMITED PARTNERSHIP AS DESCRIBED LI DEED BOOK 2765 AT PAGE 517 SAID PROPERTY
  DESIGNATED AS LOT E AS SHOWN ON A MAP ENTITLED “FINAL, PLAT FOR SUBDIVISION
  OF AMERICAN ENTERPRISE PARK”, FILBD IN THE MORRIS COUNTY CLERK’S OFFICE ON
  JUNE 7 1989 AS MAP NO. 4767; THENCE, 3) ALONE LOT E, NORTH 85 DEGREES 16
  MINUTES 40 SECOND EAST 70.12 FEET TO A MAG NAIL 4) WITH DISC, IDENTIFIED
  "RICHARD F SMITH JR. PLS25048", SET; THENCE, 5) SOUTH 32 DEGREES 52
  MINUTES 58 SECONDS EAST 162.34 FEET TO A POINT; THENCE. 6) ALONG LOT E AND
  THEN ALONG LOT D AS SHOWN ON THE AFOREMENTIONED FILED MAP, SOUTH 57 DEGREES
  43 MINUTES 18 SECONDS EAST 284,12 FEET TO A MAG NAIL WITH DISC. TDENTTFIED
  “RICHARD F SMITH JR. PLS25048”, SET; THENCE, -23- 

  






 















	
  

  	
   7) NORTH 85 DEGREES 16 MINUTES 40 SECONDS
  EAST 19.68 FEET TO A MAG NAIL WITH DISC, IDENTIFIED “RICHARD F SMITH JR.
  PLS25048”, SET AT A POINT OF CURVATURE IN THE SAME; THENCE, 8) ALONG A CURVE
  TO THE RIGHT HAVING A RADIUS OF 30.00 FEET, A CENTRAL ANGLE OF 40 DEGREES 30
  MINUTES 02 SECONDS, AN ARC LENGTH OF 21.21 FEET, SAID CURVE BEARING A CHORD
  OF SOUTH 74 DEGREES 28 MINUTES 19 SECONDS EAST, A CHORD DISTANCE OF 20.77
  FEET TO A MAG NAIL WITH DISC, IDENTIFIED “RICHARD F SMITH JR. PLS25048”, SET;
  THENCE, 9) SOUTH 35 DEGREES 46 MINUTES 42 SECONDS WEST 78.00 FEET TO AN IRON
  ROD WITH CAP, IDENTIFIED “RICHARD F SMITH JR, SURVEYOR, NJ #25048,
  MORRISTOWN”, SET; THENCE, 10) SOUTH 54 DEGREES 13 MINUTES 18 SECONDS EAST
  108.00 FEET TO AN IRON ROD WITH CAP, IDENTIFIED “RICHARD F SMITH JR,
  SURVEYOR, NJ #25048, MORRISTOWN”, SET; THENCE, 11) SOUTH 35 DEGREES 46
  MINUTES 42 SECONDS WEST 60,00 FEET TO A CORNER IN THE SAME; THENCE, 12) SOUTH
  54 DEGREES 13 MINUTES 18 SECONDS EAST 36.00 FEET TO A CORNER FN THE SAME;
  THENCE, 13) SOUTH 35 DEGREES 46 MINUTES 42 SECONDS WEST 18.00 FEET TO A
  CORNER FN THE SAME; THENCE, 14) SOUTH 28 DEGREES 13 MINUTES 18 SECONDS EAST
  42.00 FEET TO A CORNER IN THE SAME; THENCE, 15) ALONG LOT D AND THEN ALONG
  LOT A AS SHOWN ON THE AFOREMENTIONED FILED MAP, SOUTH 00 DEGREES 57 MINUTES
  07 SECONDS EAST 308.57 FEET TO A CORNER IN THE SAME; THENCE, 16) SOUTH 29
  DEGREES 25 MINUTES 25 SECONDS WEST 144.75 FEET TO A MAG NAIL WITH DISC,
  IDENTIFIED “RICHARD F SMITH JR. PLS25048”, SET; THENCE, 17) SOUTH 85 DEGREES
  16 MINUTES 34 SECONDS WEST 60.66 FEET TO DRILL HOLE, SET; THENCE, 18) SOUTH
  64 DEGREES 49 MINUTES 45 SECONDS WEST 23.48 FEET TO THE POINT AND PLACE OF
  BEGINNING. THIS PROPERTY IS KNOWN AS LOT C AS SHOWN ON A MAP ENTITLED “FINAL
  PLAT FOR SUBDIVISION OF AMERICAN ENTERPRISE PARK”, FILED IN THE MORRIS COUNTY
  CLERK’S OFFICE ON JUNE 7,1989 AS MAP NO. 4767. TRACT 1 EASEMENT PARCEL:
  TOGETHER WITH THE BENEFITS OF THAT CERTAIN DECLARATION OF COVENATS, CONDITIONS
  AND RESTRICTIONS FOR AMERICAN ENTERPRISE PARK DATED MARCH 13, 1989 AND
  RECORDED MAY 26, 1989 IN DEED BOOK 3134, PAGE 189. TOGETHER WITH THOSE RIGHTS
  AS ESTABLISHED IN THAT CERTAIN BASEMENT AGREEMENT AMONG WU/LH 100 AMERICAN
  L.L.C., WU/LH 200 AMERICAN L.L.C., WU/LH 300 A,MEROCAN L.L.C., WU/LH 400
  AMERICAN L.L.C AND WU/LH 500 AMERICAN L.L.C, DATED FEBRUARY 25, 2008,
  RECORDED MARCH 6, 2008 IN THE MORRIS COUNTY CLERK’S OFFICE IN DEED BOOK
  21030, PAGE 867. TRACT 2 FEE PARCEL: BEGINNING AT AN IRON ROD WITH CAP,
  IDENTIFIED ‘‘RICHARD F SMITH JR, SURVEYOR, NJ #25048, MORRISTOWN”. SET IN THE
  WESTERLY SIDELINE OF NEW JERSEY STATE HIGHWAY ROUTE NO. 178, UNIMPROVED,
  WHERE THE SAME IS INTERSECTED 3Y THE DIVISION LINE BETWEEN LOT D AND LOT E AS
  SHOWN ON “FINAL PLAT FOR SUBDIVISION OF AMERICAN ENTERPRISE PARK”, -24- 

  






 















	
  

  	
   FILED IN THE MORRIS COUNTY CLERK’S OFFICE ON
  JUNE 7, 1989 AS MAP NO. 4767, DISTANT THE FOLLOWING THREE COURSES MEASURED
  ALONG SAID SIDELINE FROM THE INTERSECTION OF ROUTE 178 WITH THE WESTERLY SIDELINE
  OF THE AMERICAN ROAD AS CREATED BY “FINAL PLAT, PROPERTY OF SOUTH CRESCENT
  PROPERTIES INC.”, FILED IN THE MORRIS COUNTY CLERK’S OFFICE ON JULY 18, 1977
  AS MAP NO. 3616, A) NORTH 27 DEGREES 50 MINUTES 48 SECONDS WEST 57.59 FEET TO
  A POINT; THENCE, B) NORTH 26 DEGREES 01 MINUTE 59 SECONDS WEST 678.61 FEET TO
  A POINT; THENCE, C) NORTH 31 DEGREES 28 MINUTES 35 SECONDS WEST 470.65 FEET
  TO THE TRUE POINT AND PLACE OF BEGINNING; THENCE, 1) ALONG LOT D, SOUTH 58
  DEGREES 31 MINUTES 25 SECONDS WEST 50.00 FEET TO A MAG NAIL WITH DISC,
  IDENTIFIED “RICHARD F SMITH JR. PLS25048”, SET; THENCE, 2) CONTINUING ALONG
  LOT D, NORTH 31 DEGREES 24 MINUTES 21 SECONDS WEST 59.76 FEET TO A MAG NAIL
  WITH DISC, IDENTIFIED “RICHARD F SMITH JR. PLS25048”, SET; THENCE, 3) CONTINUING
  ALONG LOT D, SOUTH 57 DEGREES 07 MINUTES 02 SECONDS WEST 490.87 FEET TO AN
  IRON ROD WITH CAP, IDENTIFIED “RICHARD F SMITH JR, SURVEYOR, NJ #25048,
  MORRISTOWN”, SET; THENCE, 4) CONTINUING ALONG LOT D, SOUTH 61 DEGREES 37
  MINUTES 40 SECONDS “WEST 27.53 FEET TO A MAG NAIL WITH DISC, IDENTIFIED
  “RICHARD F SMITH JR. PLS25048”, SET; THENCE, 5) CONTINUING ALONG LOT D, SOUTH
  32 DEGREES 16 MINUTES 42 SECONDS WEST 20.41 FEET TO AN IRON ROD WITH CAP,
  IDENTIFIED “RICHARD F SMITH JR, SURVEYOR, NJ #25048, MORRISTOWN”, SET IN THE
  LINE OF LOT C AS SHOWN ON SAID FILED MAP; THENCE, 6) ALONG LOT C, NORTH 57
  DEGREES 43 MINUTES 18 SECONDS WEST 36.00 FEET TO AN IRON ROD WITH CAP,
  IDENTIFIED “RICHARD F SMITH JR, SURVEYOR, NJ #25048, MORRISTOWN”, SET;
  THENCE, 7) CONTINUING ALONG LOT C, NORTH 29 DEGREES 17 MINUTES 58 SECONDS
  WEST 11.57 FEET TO A POINT; THENCE, 8) CONTINUING ALONG LOT C, NORTH 32
  DEGREES 52 MINUTES 58 SECONDS WEST 162.34 FEET TO A MAG NAIL WITH DISC,
  IDENTIFIED “RICHARD F SMITH JR. PLS25048”, SET; THENCE, 9) CONTINUING ALONG
  LOT C, SOUTH 85 DEGREES 16 MINUTES 40 SECONDS WEST 70.12 FEET TO AN IRON ROD
  WITH CAP, IDENTIFIED “RICHARD F SMITH JR, SURVEYOR, NJ #25048, MORRISTOWN”,
  SET IN THE EASTERLY SIDELINE OF CONRAIL, FORMERLY NEW JERSEY TRANSIT MORRIS
  & ESSEX DIVISION, MAIN LINE; THENCE, 10) ALONG CONRAIL, NORTH 04 DEGREES
  43 MINUTES 20 SECONDS WEST 62.39 FEET TO AN IRON ROD WITH CAP, IDENTIFIED
  “RICHARD F SMITH JR, SURVEYOR, NJ #25048, MORRISTOWN”, SET; THENCE, 11)
  CONTINUING ALONG CONRAIL, NORTH 77 DEGREES 25 MINUTES 20 SECONDS WEST 105.00
  FEET TO AN IRON ROD WITH CAP, IDENTIFIED “RICHARD F SMITH JR, SURVEYOR, NJ
  #25048, MORRISTOWN”, SET; THENCE, 12) CONTINUING ALONG CONRAIL. NORTH 04
  DEGREES 43 MINUTES 20 SECONDS WEST 270.60 FEET TO AN IRON ROD WITH CAP,
  IDENTIFIED AS AFORESAID, SET; THENCE, 13) CONTINUING ALONG CONRAIL, SOUTH 78
  DEGREES 33 MINUTES 20 SECONDS EAST 20.82 FEET TO AN IRON ROD WITH CAP,
  IDENTIFIED AS AFORESAID, SET; THENCE, 14) CONTINUING ALONG CONRAIL. NORTH 04
  DEGREES 43 MINUTES 20 SECONDS WEST 230.50 INTERSECTED BY THE DIVISION LINE
  BETWEEN LANDS HEREINDESCRIBED AND LANDS NOW OR FORMERLY OF JERSEY CENTRAL
  POWER & LIGHT DESCRIBED IN DEED BOOK G-65 AT PAGE 112; THENCE, 15) ALONG
  JERSEY CENTRAL POWER & LIGHT, NORTH 85 DEGREES 16 MINUTES 40 SECONDS EAST
  130.25 FEET TO AN IRON PIPE; THENCE, 16) CONTINUING ALONG JERSEY CENTRAL
  POWER & LIGHT. NORTH 04 DEGREES 43 MINUTES 20 SECONDS WEST 110.38 FEET TO
  AN IRON PIPE WHERE THE SAME IS INTERSECTED BY OTHER LANDS NOW OR FORMERLY OF
  JERSEY CENTRAL POWER & LIGHT DESCRIBED IN DEED BOOK G- 52 AT PAGE 89;
  THENCE, -25- 

  






 















	
  

  	
   17) CONTINUING ALONG JERSEY CENTRAL POWER
  & LIGHT, SOUTH 79 DEGREES 06 MINUTES 55 SECONDS EAST 100.00 FEET TO AN
  IRON ROD WITH CAP, IDENTIFIED AS AFORESAID, SET; THENCE, 18) CONTINUING ALONG
  JERSEY CENTRAL POWER & LIGHT, NORTH 04 DEGREES 43 MINUTES 20 SECONDS WEST
  100.00 FEET TO A POINT IN THE SOUTHERLY LINE OF AN UNNAMED ROAD CONVEYED TO
  BOROUGH OF MORRIS PLAINS PER DEED BOOK P-53 AT PAGE 107; THENCE, 19) ALONG
  SAID UNNAMED ROAD, SOUTH 79 DEGREES 06 MINUTES 55 SECONDS EAST 235.14 FEET TO
  A CONCRETE MONUMENT, SET IN THE WESTERLY SIDELINE OF NEW JERSEY STATE HIGHWAY
  ROUTE 178; THENCE, 20) ALONG ROUTE 178, SOUTH 32 DEGREES 52 MINUTES 58
  SECONDS EAST 669.64 FEET TO AN IRON ROD; THENCE 21) CONTINUING ALONG ROUTE
  178, SOUTH 31 DEGREES 28 MINUTES 35 SECONDS EAST 73.85 FEET TO THE POINT AND
  PLACE OF BEGINNING. THIS PROPERTY IS KNOWN AS LOT E AS SHOWN ON A MAP
  ENTITLED “FINAL PLAT FOR SUBDIVISION OF AMERICAN ENTERPRISE PARK”, FILED IN
  THE MORRIS COUNTY CLERK’S OFFICE ON JUNE 7,1989 AS MAP NO. 4767. TRACT 2
  EASEMENT PARCEL: TOGETHER WITH THE BENEFITS OF THAT CERTAIN DECLARATION OF
  COVENANTS, CONDITIONS AND RESTRICTIONS FOR AMERICAN ENTERPRISE PARK DATED
  MARCH 13,1989 AND RECORDED MAY 26,1989 IN DEED BOOK 3134, PAGE 189. TOGETHER
  WITH THOSE RIGHTS AS ESTABLISHED IN THAT CERTAIN EASEMENT AGREEMENT AMONG
  WU/LH 100 AMERICAN L.L.C., WU/LH 200 AMERICAN L.L.C., WU/LH 300 AMERICAN
  L.L.C., WU/LH 400 AMERICAN L.L.C. AND WU/LH 500 AMERICAN L.L.C. DATED
  FEBRUARY 25,2008, RECORDED MARCH 6, 2008 IN THE MORRIS COUNTY CLERK’S OFFICE
  IN DEED BOOK 21030, PAGE 867. BEING ALSO KNOWN AS (REPORTED FOR INFORMATIONAL
  PURPOSES ONLY): TRACT 1: Block 11, Lot 1.03 on the official tax map of the
  BOROUGH OF MORRIS PLAINS, County of Morris, State of New Jersey TRACT 2:
  Block 11, Lot 1.05 on the official tax map of the BOROUGH OF MORRIS PLAINS,
  County of Morris, State of New Jersey. -26-

  






 















	
  

  	
  EXHIBIT B TO
  MORTGAGE Lessee Date of Lease Coty US LLC October 1, 2012 Immunomedics, Inc.
  May 22, 1992 -27-