EXHIBIT 10.65
ENVIRONMENTAL INDEMNITY AGREEMENT
THIS ENVIRONMENTAL INDEMNITY AGREEMENT (this "Agreement"), dated as of December
20, 2017, is made by the parties listed on Schedule I attached hereto (each, a
"Borrower", and jointly, severally and collectively, "Borrowers"), and GTJ REIT,
INC., a Maryland corporation, ("Guarantor", and together with Borrowers,
"Indemnitors" or individually, as an "Indemnitor"), for the benefit of THE
UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK, a New York
corporation (together with its successors and assigns, "Lender"), and the other
"Indemnitees," as hereinafter defined.
RECITALS
A.Lender has agreed to make a loan to Borrowers in the original aggregate
principal amount of $39,000,000.00 (the "Loan"). The Loan is (a) evidenced by
that certain Promissory Note (USL) made by Borrowers to the order of Lender, of
even date herewith (as the same may be amended, restated, modified and/or
supplemented from time to time, the "Note"), (b) governed by, among other
things, that certain Loan Agreement, of even date herewith, between Lender and
Borrowers (as the same may be amended, restated, modified and/or supplemented
from time to time, the "Loan Agreement"), (c) secured by, among other things,
the Mortgages (as defined in the Loan Agreement), encumbering certain real
property as more particularly described therein (including, without limitation,
the Property (as defined below)), and (d) guaranteed by that certain Guaranty
Agreement, of even date herewith, by Guarantor for the benefit of Lender (the
"Guaranty," and together with this Agreement, the Loan Agreement, the Note, the
Mortgages, and all other documents evidencing and/or securing the Loan,
collectively, the "Loan Documents").
All capitalized terms used herein without
definition shall have the meanings given to such terms in the Loan Agreement.
B.Borrowers own a fee simple interest in and to each of the real properties
listed on Schedule II attached hereto (collectively or individually, as the
"Property"), as indicated thereon.
C.As a condition precedent to making the Loan, Lender requires that Indemnitors
enter into this Agreement, the covenants and obligations of which are
independent of and in addition to Borrowers' obligations under the Loan
Agreement, the Note, the Mortgages and the other Loan Documents and Guarantor's
obligations under the Guaranty.
NOW, THEREFORE, in consideration of the premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Indemnitors, intending to be legally bound, hereby represent, warrant and
covenant to Lender and Lender's officers, directors, employees, agents,
affiliates, successors and assigns (collectively, the "Indemnitees") as follows:
Section 1.Representations and Warranties.
Each Indemnitor represents and
warrants to the Indemnitees that:
(a)except as disclosed in the Environmental Assessments (hereinafter defined),
Hazardous Substances (hereinafter defined) have not at any time been generated,
used,
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treated or stored on, or transported to or from any Property in any quantity or
manner that violates any Environmental Law (hereinafter defined);
(b)except as disclosed in the Environmental Assessments, Hazardous Substances
have not at any time been Released (hereinafter defined) or disposed of on any
Property in any quantity or manner that violates any Environmental