EXHIBIT 10.6
ENVIRONMENTAL INDEMNITY AGREEMENT
THIS ENVIRONMENTAL INDEMNITY AGREEMENT (this "Agreement") is made as of the
28th day of February, 2014 by 731 OFFICE ONE LLC, a Delaware limited liability
company, having its principal place of business at c/o Alexander's, Inc., 210
Route 4 East, Paramus, New Jersey 07652 ("Borrower" or "Indemnitor"), in favor
of GERMAN AMERICAN CAPITAL CORPORATION, a Maryland corporation, having an
address at 60 Wall Street, 10th Floor, New York, New York 10005 (collectively,
together with its successors and assigns, "Indemnitee") and the other
Indemnified Parties (defined below).
RECITALS
A.
INDEMNITEE IS PREPARED TO MAKE A LOAN (THE "LOAN") TO BORROWER
IN THE PRINCIPAL AMOUNT OF $300,000,000.00 PURSUANT TO A LOAN AGREEMENT OF EVEN
DATE HEREWITH BETWEEN BORROWER AND INDEMNITEE (AS THE SAME MAY BE AMENDED,
RESTATED, REPLACED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE
"LOAN AGREEMENT"), AND A CERTAIN AMENDED AND RESTATED MORTGAGE, ASSIGNMENT OF
LEASES AND RENTS AND SECURITY AGREEMENT OF EVEN DATE HEREWITH FROM BORROWER FOR
THE BENEFIT OF INDEMNITEE (AS THE SAME MAY BE AMENDED, RESTATED, REPLACED,
SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE "MORTGAGE"),
ENCUMBERING CERTAIN REAL PROPERTY (THE "PROPERTY") MORE PARTICULARLY DESCRIBED
THEREIN.
CAPITALIZED TERMS NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANINGS
SET FORTH IN THE LOAN AGREEMENT.
B.
INDEMNITOR ACKNOWLEDGES RECEIPT AND APPROVAL OF COPIES OF THE
LOAN DOCUMENTS.
C.
INDEMNITEE IS UNWILLING TO MAKE THE LOAN UNLESS INDEMNITOR
AGREES TO PROVIDE THE INDEMNIFICATION, REPRESENTATIONS, WARRANTIES, COVENANTS
AND OTHER MATTERS DESCRIBED IN THIS AGREEMENT FOR THE BENEFIT OF THE INDEMNIFIED
PARTIES.
D.
INDEMNITOR IS ENTERING INTO THIS AGREEMENT TO INDUCE
INDEMNITEE TO MAKE THE LOAN.
AGREEMENT
NOW THEREFORE, in consideration of the premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Indemnitor hereby represents, warrants, covenants and agrees for the benefit of
the Indemnified Parties as follows:
1.
ENVIRONMENTAL REPRESENTATIONS AND WARRANTIES.
EXCEPT AS
OTHERWISE DISCLOSED BY THAT/THOSE REPORT(S) LISTED ON SCHEDULE I
ATTACHED
HERETO AND MADE A PART HEREOF IN RESPECT OF THE PROPERTY DELIVERED TO INDEMNITEE
(REFERRED TO BELOW AS THE "ENVIRONMENTAL REPORT(S)"), A COPY OF WHICH HAS BEEN
PROVIDED TO INDEMNITEE, TO INDEMNITOR'S KNOWLEDGE, (A) THERE ARE NO HAZARDOUS
SUBSTANCES (DEFINED BELOW) OR UNDERGROUND STORAGE TANKS IN, ON OR UNDER THE
PROPERTY, EXCEPT THOSE THAT ARE (I) IN COMPLIANCE WITH ALL ENVIRONMENTAL LAWS
(DEFINED BELOW) AND WITH ANY REQUIRED PERMITS ISSUED PURSUANT THERETO OR
(II) FULLY DISCLOSED TO INDEMNITEE IN WRITING PURSUANT TO THE ENVIRONMENTAL
REPORT(S) TO THE EXTENT KNOWN; (B) THERE ARE NO PAST, PRESENT OR THREATENED
RELEASES (DEFINED BELOW) OF HAZARDOUS SUBSTANCES IN, ON, UNDER OR FROM THE
PROPERTY WHICH ARE IN VIOLATION OF ENVIRONMENTAL LAW AND HAVE NOT BEEN
REMEDIATED AS REQUIRED BY ENVIRONMENTAL LAW; (C) THERE IS NO KNOWN THREAT OF ANY
RELEASE OF HAZARDOUS
Substances migrating to the Property; (d) there is no past or present material
non-compliance with Environmental Laws, or with permits issued pursuant thereto,
in connection with the Property which has not been remediated as required