0001104659-13-011788 Sample Contracts

ASSUMPTION, CONSENT AND MODIFICATION AGREEMENT (8 SLATER)
Consent and Modification Agreement • February 19th, 2013 • GTJ REIT, Inc. • Real estate investment trusts

THIS ASSUMPTION, CONSENT AND MODIFICATION AGREEMENT (8 SLATER) (this “Agreement”) is made and entered into as of January 1, 2013, by and among WU/LH 8 SLATER L.L.C., a Delaware limited liability company (“Borrower” or “Mortgagor”), having an address at c/o GTJ Reit, Inc., 444 Merrick Road, Suite 370, Lynbrook, NY 11563, PAUL COOPER, an individual (“Cooper”), having an address at c/o GTJ Reit, Inc., 444 Merrick Road, Suite 370, Lynbrook, NY 11563, JEFFREY RAVETZ, an individual (“Ravetz”), having an address at c/o GTJ Reit, Inc., 444 Merrick Road, Suite 370, Lynbrook, NY 11563 and LOUIS SHEINKER, an individual (“Sheinker; along with Cooper and Ravetz collectively, the “Original Guarantors”), having an address at c/o GTJ Reit, Inc., 444 Merrick Road, Suite 370, Lynbrook, NY 11563, GTJ REIT, INC., a Maryland corporation (“Guarantor”), having an address at 444 Merrick Road, Suite 370, Lynbrook, NY 11563, and THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK, a New York corpor

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WU/LH 470 BRIDGEPORT L.L.C., a Delaware limited liability company, (“Mortgagor”) to FIRST SUNAMERICA LIFE INSURANCE COMPANY, a New York corporation (“Mortgagee”) OPEN-END MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING...
Security Agreement and Fixture Filing • February 19th, 2013 • GTJ REIT, Inc. • Real estate investment trusts • Connecticut

THIS OPEN-END MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (this “Mortgage”) is executed as of March 8, 2011, by WU/LH 470 BRIDGEPORT L.L.C., a Delaware limited liability company (“Mortgagor”), in favor of, and for the use and benefit of FIRST SUNAMERICA LIFE INSURANCE COMPANY, a New York corporation (“Mortgagee”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • February 19th, 2013 • GTJ REIT, Inc. • Real estate investment trusts • Connecticut

THIS INDEMNIFICATION AGREEMENT made as of the 1st day of January, 2013, by WU/LH 12 CASCADE L.L.C., WU/LH 25 EXECUTIVE L.L.C., WU/LH 269 LAMBERT L.L.C., WU/LH 103 FAIRVIEW PARK L.L.C., WU/LH 412 FAIRVIEW PARK L.L.C., WU/LH 401 FIELDCREST L.L.C., WU/LH 404 FIELDCREST L.L.C., WU/LH 36 MIDLAND L.L.C., WU/LH 100-110 MIDLAND L.L.C., WU/LH 112 MIDLAND L.L.C., WU/LH 199 RIDGEWOOD L.L.C., WU/LH 203 RIDGEWOOD L.L.C., 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., each a Delaware limited liability company with an address at c/o GTJ Management, LLC, 444 Merrick Road, Suite 370, Lynbrook, New York 11563 (collectively, the “Borrower”), GTJ REIT, INC., a Maryland corporation (“GTJ”), GTJ GP, LLC, a Maryland limited liability company (“GP”) and GTJ REALTY, LP, a Delaware limited partnership (“UPREIT” and together with GTJ and GP are sometimes herein referred to collectively as “Guarantor”, and Borrower, GTJ, GP

MORTGAGE, CONSOLIDATION, EXTENSION, SPREADER AND SECURITY AGREEMENT, FIXTURE FILING, FINANCING STATEMENT AND ASSIGNMENT OF LEASES AND RENTS
Management Agreement • February 19th, 2013 • GTJ REIT, Inc. • Real estate investment trusts • New York

THIS MORTGAGE, CONSOLIDATION, EXTENSION, SPREADER AND SECURITY AGREEMENT, FIXTURE FILING, FINANCING STATEMENT AND ASSIGNMENT OF LEASES AND RENTS (this “Mortgage”) is executed as of March 8, 2011, by WU/LH 8 SLATER L.L.C., a Delaware limited liability company (“Mortgagor”), in favor of, and for the use and benefit of FIRST SUNAMERICA LIFE INSURANCE COMPANY, a New York corporation (“Mortgagee”).

DEPOSIT ACCOUNT CONTROL AGREEMENT
Deposit Account Control Agreement • February 19th, 2013 • GTJ REIT, Inc. • Real estate investment trusts • New York

This Agreement is entered into as of January 1, 2013, among WU/LH 12 CASCADE L.L.C., WU/LH 25 EXECUTIVE L.L.C., WU/LH 269 LAMBERT L.L.C., WU/LH 103 FAIRVIEW PARK L.L.C., WU/LH 412 FAIRVIEW PARK L.L.C., WU/LH 401 FIELDCREST L.L.C., WU/LH 404 FIELDCREST L.L.C., WU/LH 36 MIDLAND L.L.C., WU/LH 100-110 MIDLAND L.L.C., WU/LH 112 MIDLAND L.L.C., WU/LH 199 RIDGEWOOD L.L.C., W/LH 203 RIDGEWOOD L.L.C., 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. (each individually a “Company”, and collectively, “Company”), JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.), a Michigan corporation, successor by merger to John Hancock Life Insurance Company, a Massachusetts corporation (“Lender”), and Bank of America, N.A. (“Bank”) with respect to the following:

OPEN-END MORTGAGE DEED, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING Dated as of February 25, 2008 WU/LH 25 EXECUTIVE L.L.C., WU/LH 12 CASCADE L.L.C., WU/LH 269 LAMBERT L.L.C., WU/LH 470 BRIDGEPORT L.L.C., WU/LH 22 MARSH HILL...
Security Agreement and Fixture Filing • February 19th, 2013 • GTJ REIT, Inc. • Real estate investment trusts

THIS OPEN-END MORTGAGE DEED, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (this “Mortgage”), made as of the 25th day of February, 2008, by WU/LH 25 EXECUTIVE L.L.C., ‘WU/LH 12 CASCADE L.L.C., WU/LH 269 LAMBERT L.L.C., WU/LH 470 BRIDGEPORT L.L.C., WU/LH 22 MARSH HILL L.L.C., WU/LH 15 EXECUTIVE L.L.C. and WU/LH 950 BRIDGEPORT L.L.C., each a Delaware limited liability company having an address at c/o Lighthouse Real Estate Management LLC, 60 Hempstead Avenue, Suite 718, West Hempstead, New York 11552 (collectively, or individually, as the context may require, the “Mortgagor”), to and for the benefit of JOHN HANCOCK LIFE INSURANCE COMPANY, a Massachusetts corporation having its principal place of business at 197 Clarendon Street, Boston, Massachusetts 02116 (“Mortgagee”).

SUBSTITUTE LIMITED GUARANTY
GTJ REIT, Inc. • February 19th, 2013 • Real estate investment trusts • Connecticut

THIS SUBSTITUTE LIMITED GUARANTY is made as of the 1st day of January, 2013, by GTJ REIT, INC., a Maryland corporation with a mailing address of 444 Merrick Road, Lynbrook, New York 11563 (hereinafter referred to as “Guarantor”) to and for the benefit of PEOPLE’S UNITED BANK, a federal savings bank having an office at 850 Main Street, Bridgeport, Connecticut 06604 (hereinafter referred to as “Lender”).

UPON RECORDING THIS INSTRUMENT SHOULD BE RETURNED TO: Pullman & Comley, LLC
GTJ REIT, Inc. • February 19th, 2013 • Real estate investment trusts • Connecticut
GUARANTY AGREEMENT
Guaranty Agreement • February 19th, 2013 • GTJ REIT, Inc. • Real estate investment trusts • New York

THIS GUARANTY AGREEMENT (“Guaranty”), is entered into effective as of January 1, 2013 by GTJ REIT, INC., a Maryland corporation, GTJ GP, LLC, a Maryland limited liability company and GTJ REALTY, LP, a Delaware limited partnership (hereinafter, together “Guarantor”), in favor of JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.), a Michigan corporation doing its mortgage business in New York as Manulife Financial, successor by merger to John Hancock Life Insurance Company, a Massachusetts corporation (“Lender”), and the subsequent owners and holders of the herein below defined Note.

GUARANTY AGREEMENT
Guaranty Agreement • February 19th, 2013 • GTJ REIT, Inc. • Real estate investment trusts • New Jersey

THIS GUARANTY AGREEMENT (“Guaranty”), is entered into effective as of January 1, 2013 by GTJ REIT, INC., a Maryland corporation, GTJ GP, LLC, a Maryland limited liability company and GTJ REALTY, LP, a Delaware limited partnership (hereinafter, together “Guarantor”), in favor of JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.), a Michigan corporation, successor by merger to John Hancock Life Insurance Company, a Massachusetts corporation (“Lender”), and the subsequent owners and holders of the herein below defined Note.

FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • February 19th, 2013 • GTJ REIT, Inc. • Real estate investment trusts

THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (the “Agreement”) is made effective as of the 1st day of January 2013, by and between WU/LH 15 PROGRESS L.L.C., a Delaware limited liability company with a mailing address of 60 Hempstead Avenue, Suite 718, West Hempstead, New York 11552 (the “Borrower”), PAUL A. COOPER, an individual with a mailing address of 46 Rose Lane, East Rockaway, New York 11518, JEFFREY D. RAVETZ, an individual with a mailing address of 498 West End Avenue, Apt. 7A, New York, New York 10024, LOUIS E. SHEINKER, an individual with a mailing address of 19 The Glenada, Roslyn, New York 11577, JEFFREY WU (a/k/a Myint J. Kyaw), an individual with a mailing address of 56-72 49th Place, Maspeth, New York 11378 (the foregoing individuals are hereinafter collectively referred to as the “Disassociating Guarantors”), GTJ REIT, INC., a Maryland corporation with a mailing address of 444 Merrick Road, Suite 370, Lynbrook, New York 11563 (the “Replacement Guarantor”), GTJ RE

CASH AND DEPOSIT ACCOUNT PLEDGE AND SECURITY AGREEMENT
Cash and Deposit Account Pledge and Security Agreement • February 19th, 2013 • GTJ REIT, Inc. • Real estate investment trusts • New York

THIS CASH AND DEPOSIT ACCOUNT PLEDGE AND SECURITY AGREEMENT (this “Pledge Agreement” or “Agreement”) made as of the 1st day of January, 2013, by WU/LH 12 CASCADE L.L.C., WU/LH 25 EXECUTIVE L.L.C., WU/LH 269 LAMBERT L.L.C., WU/LH 103 FAIRVIEW PARK L.L.C., WU/LH 412 FAIRVIEW PARK L.L.C., WU/LH 401 FIELDCREST L.L.C., WU/LH 404 FIELDCREST L.L.C., WU/LH 36 MIDLAND L.L.C., WU/LH 100-110 MIDLAND L.L.C., WU/LH 112 MIDLAND L.L.C., WU/LH 199 RIDGEWOOD L.L.C., WU/LH 203 RIDGEWOOD L.L.C., 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., each a Delaware limited liability company with an address at c/o GTJ Management, LLC, 444 Merrick Road, Suite 370, Lynbrook, New York 11563 (collectively, “Pledgor”), in favor of JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.), a Michigan corporation doing it mortgage business in New York as Manulife Financial, successor by merger to John Hancock Life Insurance Company, a Massachu

FIRST AMENDMENT OF MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING
Security Agreement and Fixture Filing • February 19th, 2013 • GTJ REIT, Inc. • Real estate investment trusts • New Jersey

THIS FIRST AMENDMENT OF MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (this “Amendment”) is made this 1st day of January, 2013 by and between 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., each a Delaware limited liability company having an address at c/o GTJ Management, LLC, 444 Merrick Road, Suite 370, Lynbrook, New York 11563 (collectively or individually, as the context may require, the “Mortgagor”) and JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.), a Michigan corporation, successor by merger to John Hancock Life Insurance Company, a Massachusetts corporation, having its principal place of business at 197 Clarendon Street, C-3 Boston, Massachusetts 02116 (“Mortgagee”).

CASH AND DEPOSIT ACCOUNT PLEDGE AND SECURITY AGREEMENT
Cash and Deposit Account Pledge and Security Agreement • February 19th, 2013 • GTJ REIT, Inc. • Real estate investment trusts • New York

THIS CASH AND DEPOSIT ACCOUNT PLEDGE AND SECURITY AGREEMENT (this “Pledge Agreement” or “Agreement”) made as of the 1st day of January, 2013, by WU/LH 12 CASCADE L.L.C., WU/LH 25 EXECUTIVE L.L.C., WU/LH 269 LAMBERT L.L.C., WU/LH 103 FAIRVIEW PARK L.L.C., WU/LH 412 FAIRVIEW PARK L.L.C., WU/LH 401 FIELDCREST L.L.C., WU/LH 404 FIELDCREST L.L.C., WU/LH 36 MIDLAND L.L.C., WU/LH 100-110 MIDLAND L.L.C., WU/LH 112 MIDLAND L.L.C., WU/LH 199 RIDGEWOOD L.L.C., WU/LH 203 RIDGEWOOD L.L.C., 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., each a Delaware limited liability company with an address at c/o GTJ Management, LLC, 444 Merrick Road, Suite 370, Lynbrook, New York 11563 (collectively, “Pledgor”), in favor of JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.), a Michigan corporation, successor by merger to John Hancock Life Insurance Company, a Massachusetts corporation (“Lender”).

AMENDMENT AND MODIFICATION OF LOAN AGREEMENT
Management Agreement • February 19th, 2013 • GTJ REIT, Inc. • Real estate investment trusts • New York

THIS AMENDMENT AND MODIFICATION OF LOAN AGREEMENT (this “Amendment”) made as of January 1, 2013 (the “Effective Date”) by and among WU/LH 12 CASCADE L.L.C., WU/LH 25 EXECUTIVE L.L.C., WU/LH 269 LAMBERT L.L.C., WU/LH 103 FAIRVIEW PARK L.L.C., WU/LH 412 FAIRVIEW PARK L.L.C., WU/LH 401 FIELDCREST L.L.C., WU/LH 404 FIELDCREST L.L.C., WU/LH 36 MIDLAND L.L.C., WU/LH 100-110 MIDLAND L.L.C., WU/LH 112 MIDLAND L.L.C., WU/LH 199 RIDGEWOOD L.L.C., WU/LH 203 RIDGEWOOD L.L.C., 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., each a Delaware limited liability company with an address at c/o GTJ Management, LLC, 444 Merrick Road, Suite 370, Lynbrook, New York 11563 (collectively, “Borrower”), and JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.), a Michigan corporation, successor by merger to John Hancock Life Insurance Company, a Massachusetts corporation, doing its mortgage business in New York as Manulife Financial

FIRST AMENDMENT TO LOAN AGREEMENT
Loan Agreement • February 19th, 2013 • GTJ REIT, Inc. • Real estate investment trusts • New York

This FIRST AMENDMENT TO LOAN AGREEMENT (this “Agreement”) is executed as of January 1, 2013 by 165-25 147TH AVENUE, LLC, a New York limited liability company (“147 LLC”), 85-01 24TH AVENUE, LLC, a New York limited liability company (“24 LLC” and together with 147 LLC, collectively, “Borrower”), GTJ REIT, INC., a Maryland corporation (“Carveout Indemnitor”), HARTFORD LIFE INSURANCE COMPANY, a Connecticut corporation (“Hartford Life”), HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY, a Connecticut corporation (“Hartford Life and Accident”) and HARTFORD LIFE AND ANNUITY INSURANCE COMPANY, a Connecticut corporation (“Hartford Life and Annuity” and together with Hartford Life and Hartford Life and Accident, and together with their respective participants, successors and assigns, collectively “Lender”).

Contract
Waiver and Consent • February 19th, 2013 • GTJ REIT, Inc. • Real estate investment trusts

WAIVER AND CONSENT, dated as of January 1, 2013 (this “Waiver and Consent”), to the Credit Agreement dated as of August 26, 2011, (as amended, restated, supplemented or otherwise modified, from time to time, the “Credit Agreement”) by and between GTJ REIT, INC., a Maryland corporation (the “Borrower”) and MANUFACTURERS AND TRADERS TRUST COMPANY (the “Bank”).

LOAN AGREEMENT BETWEEN JOHN HANCOCK LIFE INSURANCE COMPANY AND WU/LH 470 BRIDGEPORT L.L.C., WU/LH 950 BRIDGEPORT L.L.C., WU/LH 12 CASCADE L.L.C., WU/LH 15 EXECUTIVE L.L.C., WU/LH 22 MARSH HILL L.L.C., WU/LH 25 EXECUTIVE L.L.C., WU/LH 269 LAMBERT...
Loan Agreement • February 19th, 2013 • GTJ REIT, Inc. • Real estate investment trusts • New York

LOAN AGREEMENT (this “Agreement”), dated as of February 25, 2008, by and among WU/LH 470 BRIDGEPORT L.L.C., WU/LH 950 BRIDGEPORT L.L.C., WU/LH 12 CASCADE L.L.C., WU/LH 15 EXECUTIVE L.L.C., WU/LH 22 MARSH HILL L.L.C., WU/LH 25 EXECUTIVE L.L.C., WU/LH 269 LAMBERT L.L.C., WU/LH 103 FAIRVIEW PARK L.L.C., WU/LH 412 FAIRVIEW PARK L.L.C., WU/LH 401 FIELDCREST L.L.C., WU/LH 404 FIELDCREST L.L.C., WU/LH 36 MIDLAND L.L.C., WU/LH 100-110 MIDLAND L.L.C., WU/LH 112 MIDLAND L.L.C., WU/LH 199 RIDGEWOOD L.L.C., WU/LH 203 RIDGEWOOD L.L.C., WU/LH 8 SLATER L.L.C., 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., each a Delaware limited liability company having an address at c/o Lighthouse Real Estate Management LLC, 60 Hempstead Avenue, Suite 718, West Hempstead, New York 11552 (collectively or individually as the context may require, the “Borrower”) and JOHN HANCOCK LIFE INSURANCE COMPANY, a Massachusetts corporatio

AMENDED AND RESTATED AFFILIATE GUARANTY AGREEMENT
Affiliate Guaranty Agreement • February 19th, 2013 • GTJ REIT, Inc. • Real estate investment trusts • New York

This AMENDED AND RESTATED AFFILIATE GUARANTY AGREEMENT (this “Amended and Restated Affiliate Guaranty”) is made as of January 1, 2013, by the parties set forth on Schedule I attached hereto and made a part hereof (each such party, an “Affiliate Guarantor,” and, collectively, the “Affiliate Guarantors”), in favor of THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK, a New York corporation, successor by merger to First SunAmerica Life Insurance Company (“Lender”).

GUARANTY AGREEMENT
Guaranty Agreement • February 19th, 2013 • GTJ REIT, Inc. • Real estate investment trusts • New York

This GUARANTY AGREEMENT (this “Guaranty”) is made as of January 1, 2013, by GTJ REIT, INC., a Maryland corporation having an address at 444 Merrick Road, Suite 370, Lynbrook, New York 11563 (“Guarantor”), in favor of THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK, a New York corporation, successor by merger to First SunAmerica Life Insurance Company, having an address at 1 SunAmerica Center, Century City, Los Angeles, California 90067-6022 (“Lender”).

ENVIRONMENTAL INDEMNITY AGREEMENT
Environmental Indemnity Agreement • February 19th, 2013 • GTJ REIT, Inc. • Real estate investment trusts • New York

THIS ENVIRONMENTAL INDEMNITY AGREEMENT (this “Agreement”), dated as of January 1, 2013, is made by Wu/LH 15 Executive L.L.C., a Delaware limited liability company (“15 Executive Borrower”), Wu/LH 22 Marsh Hill L.L.C., a Delaware limited liability company (“Marsh Hill Borrower”), Wu/LH 35 Executive L.L.C., a Delaware limited liability company (“35 Executive Borrower”), Wu/LH 470 Bridgeport L.L.C., a Delaware limited liability company (“470 Bridgeport Borrower”), Wu/LH 950 Bridgeport L.L.C., a Delaware limited liability company (“950 Bridgeport Borrower”), Wu/LH 8 Slater L.L.C., a Delaware limited liability company (“8 Slater Borrower”; and together with 15 Executive Borrower, Marsh Hill Borrower, 35 Executive Borrower, 470 Bridgeport Borrower and 950 Bridgeport Borrower, each individually, and collectively, the “Borrower”), each having an address at c/o GTJ Reit, Inc., 444 Merrick Road, Suite 370, Lynbrook, New York 11563, Attention: Paul Cooper, CEO, and GTJ REIT, Inc., a Maryland corp

MORTGAGE, ASSIGNMENT OF LEASES AND RENTS AND SECURITY AGREEMENT Dated as of February 25, 2008 WU/LH 103 FAIRVIEW PARK L.L.C., WU/LH 412 FAIRVIEW PARK L.L.C., WU/LH 401 FIELDCREST L.L.C., WU/LH 404 FIELDCREST L.L.C., WU/LH 199 RIDGEWOOD L.L.C., WU/LH...
And Security Agreement • February 19th, 2013 • GTJ REIT, Inc. • Real estate investment trusts

THIS MORTGAGE, ASSIGNMENT OF LEASES AND RENTS AND SECURITY AGREEMENT (this “Mortgage”), made as of the 25th day of February, 2008, by WU/LH 103 FAIRVIEW PARK L.L.C., WU/LH 412 FAIRVIEW PARK L.L.C., WU/LH 401 FIELDCREST L.L.C., WU/LH 404 FIELDCREST L.L.C., WU/LH 199 RIDGEWOOD L.L.C., WU/LH 203 RIDGEWOOD L.L.C., WU/LH 36 MIDLAND L.L.C., WU/LH 100-110 MIDLAND L.L.C., WU/LH 112 MIDLAND L.L.C. and WU/LH 8 SLATER L.L.C., each a Delaware limited liability company having an address at c/o Lighthouse Real Estate Management LLC, 60 Hempstead Avenue, Suite 718, West Hempstead, New York 11552 (collectively or individually as the context may require, the “Mortgagor”), to and for the benefit of JOHN HANCOCK LIFE INSURANCE COMPANY, a Massachusetts corporation having its principal place of business at 197 Clarendon Street, Boston, Massachusetts 02116 (“Mortgagee”).

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GUARANTY AGREEMENT
Guaranty Agreement • February 19th, 2013 • GTJ REIT, Inc. • Real estate investment trusts • Connecticut

THIS GUARANTY AGREEMENT (“Guaranty”), is entered into effective as of January 1, 2013 by GTJ REIT, INC., a Maryland corporation, GTJ GP, LLC, a Maryland limited liability company and GTJ REALTY, LP, a Delaware limited partnership (hereinafter, together “Guarantor”), in favor of JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.), a Michigan corporation, successor by merger to John Hancock Life Insurance Company, a Massachusetts corporation (“Lender”), and the subsequent owners and holders of the herein below defined Note.

DEPOSIT ACCOUNT CONTROL AGREEMENT
Deposit Account Control Agreement • February 19th, 2013 • GTJ REIT, Inc. • Real estate investment trusts • New York

This Agreement is entered into as of January 1, 2013, among WU/LH 12 CASCADE L.L.C., WU/LH 25 EXECUTIVE L.L.C., WU/LH 269 LAMBERT L.L.C., WU/LH 103 FAIRVIEW PARK L.L.C., WU/LH 412 FAIRVIEW PARK L.L.C., WU/LH 401 FIELDCREST L.L.C., WU/LH 404 FIELDCREST L.L.C., WU/LH 36 MIDLAND L.L.C., WU/LH 100-110 MIDLAND L.L.C., WU/LH 112 MIDLAND L.L.C., WU/LH 199 RIDGEWOOD L.L.C., W/LH 203 RIDGEWOOD L.L.C., 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. (each individually a “Company”, and collectively, “Company”), JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.), a Michigan corporation, successor by merger to John Hancock Life Insurance Company, a Massachusetts corporation (“Lender”), and Bank of America, N.A. (“Bank”) with respect to the following:

STANDARD LIBOR GRID NOTE (LIBOR ONLY) New York
GTJ REIT, Inc. • February 19th, 2013 • Real estate investment trusts • New York

BORROWER (Name): GTJ REIT, INC. a corporation organizes under the law of the State of Maryland and FARM SPRINGS ROAD, LLC, a limited liability company organized under the laws of the State of Connecticut, jointly and severally, each with is chief executive office

ASSUMPTION, CONSENT AND MODIFICATION AGREEMENT (950 BRIDGEPORT)
Assumption, Consent and Modification Agreement • February 19th, 2013 • GTJ REIT, Inc. • Real estate investment trusts

THIS ASSUMPTION, CONSENT AND MODIFICATION AGREEMENT (950 BRIDGEPORT) (this “Agreement”) is made and entered into as of January 1, 2013, by and among WU/LH 950 BRIDGEPORT L.L.C., a Delaware limited liability company (“Borrower” or “Mortgagor”), PAUL COOPER, an individual, JEFFREY RAVETZ, an individual and LOUIS SHEINKER, an individual (collectively, the “Original Guarantors”), GTJ REIT, INC., a Maryland corporation (“Guarantor”), and THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK, a New York corporation, successor by merger to First SunAmerica Life Insurance Company (“Lender” or “Mortgagee”).

MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING Dated as of February 25, 2008 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....
Leases and Rents Security Agreement and Fixture Filing • February 19th, 2013 • GTJ REIT, Inc. • Real estate investment trusts

THIS MORTGAGE, ASSIGNMENT OF LEASES AND RENTS SECURITY AGREEMENT AND FIXTURE FILING (this “Mortgage”), made as of the 25th day of February, 2008, by 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., each a Delaware limited liability company having an address at c/o Lighthouse Real Estate Management LLC, 60 Hempstead Avenue, Suite 718, West Hempstead, New York 11552 (collectively or individually, as the context may require, the “Mortgagor”), to and for the benefit of JOHN HANCOCK LIFE INSURANCE COMPANY, a Massachusetts corporation having its principal place of business at 197 Clarendon Street, Boston, Massachusetts 02116 (“Mortgagee”).

AMENDED AND RESTATED CASH COLLATERAL AGREEMENT
Cash Collateral Agreement • February 19th, 2013 • GTJ REIT, Inc. • Real estate investment trusts • New York

THIS AMENDED AND RESTATED CASH COLLATERAL AGREEMENT (this “Agreement”), dated as of January 1, 2013, is made by and among Wu/LH 15 Executive L.L.C., a Delaware limited liability company (“15 Executive Borrower”), Wu/LH 22 Marsh Hill L.L.C., a Delaware limited liability company (“Marsh Hill Borrower”), Wu/LH 35 Executive L.L.C., a Delaware limited liability company (“35 Executive Borrower”), Wu/LH 470 Bridgeport L.L.C., a Delaware limited liability company (“470 Bridgeport Borrower”), Wu/LH 950 Bridgeport L.L.C., a Delaware limited liability company (“950 Bridgeport Borrower”), and Wu/LH 8 Slater L.L.C., a Delaware limited liability company (“8 Slater Borrower”; and together with 15 Executive Borrower, Marsh Hill Borrower, 35 Executive Borrower, 470 Bridgeport Borrower and 950 Bridgeport Borrower, each individually, a “Borrower”, and collectively, the “Borrowers”), and THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK, a New York corporation, successor by merger to First

MORTGAGE MODIFICATION AGREEMENT
Mortgage Modification Agreement • February 19th, 2013 • GTJ REIT, Inc. • Real estate investment trusts • New York

This MORTGAGE MODIFICATION AGREEMENT (this “Agreement”) made as of January 1, 2013, between FARM SPRINGS ROAD, LLC, a Connecticut limited liability company, having an address at c/o GTJ REIT, Inc., 444 Merrick Road, Suite 370, Lynbrook, New York 11563 (the “Mortgagor”), and MANUFACTURERS AND TRADERS TRUST COMPANY, a New York banking corporation having offices at One M&T Plaza, Buffalo, New York 14203 (hereinafter called the “Mortgagee”).

CASH AND DEPOSIT ACCOUNT PLEDGE AND SECURITY AGREEMENT
Pledge and Security Agreement • February 19th, 2013 • GTJ REIT, Inc. • Real estate investment trusts • New York

THIS CASH AND DEPOSIT ACCOUNT PLEDGE AND SECURITY AGREEMENT (this “Pledge Agreement” or “Agreement”) made as of the 1st day of January, 2013, by WU/LH 12 CASCADE L.L.C., WU/LH 25 EXECUTIVE L.L.C., WU/LH 269 LAMBERT L.L.C., WU/LH 103 FAIRVIEW PARK L.L.C., WU/LH 412 FAIRVIEW PARK L.L.C., WU/LH 401 FIELDCREST L.L.C., WU/LH 404 FIELDCREST L.L.C., WU/LH 36 MIDLAND L.L.C., WU/LH 100-110 MIDLAND L.L.C., WU/LH 112 MIDLAND L.L.C., WU/LH 199 RIDGEWOOD L.L.C., WU/LH 203 RIDGEWOOD L.L.C., 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., each a Delaware limited liability company with an address at c/o GTJ Management, LLC, 444 Merrick Road, Suite 370, Lynbrook, New York 11563 (collectively, “Pledgor”), in favor of JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.), a Michigan corporation, successor by merger to John Hancock Life Insurance Company, a Massachusetts corporation (“Lender”).

CREDIT AGREEMENT New York
Credit Agreement • February 19th, 2013 • GTJ REIT, Inc. • Real estate investment trusts • New York

Borrower: GTJ REIT, INC., a corporation organized under the laws of the State of Maryland (“GTJ”) and FARM SPRINGS ROAD, LLC, a limited liability company organized under the laws of the State of Connecticut (“Farm Springs”), jointly and severally, (each, a “Borrower” and collectively the “Borrowers”), and each having its chief executive office at 444 Merrick Road, Suite 370, Lynbrook, New York 11563

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