153758634 Loan Agreement (CT/NJ Loan) - GTJ Portfolio Refinancing - AIG

Landlord covenants that Tenant, on paying the Rent, charges for services and other payments herein reserved and on keeping, observing and performing all the other terms, covenants, conditions, provisions and agreements herein contained on the part of Tenant to be kept, observed and performed, shall, during the Lease Term, peaceably and quietly have, hold and enjoy the Premises subject to the terms, covenants, conditions, provisions and agreements hereof without interference by any persons lawfully claiming by or through Landlord. The foregoing covenant is in lieu of any other covenant express or implied.

within seventy-five (75) days after the end of each fiscal year of the Borrower (beginning with the fiscal year ending June 30, 2022), a detailed consolidated budget for the Borrower and its Subsidiaries for such fiscal year (including a projected consolidated balance sheet and consolidated statements of projected income and cash flows as of the end of and for such fiscal year and setting forth the material assumptions used for purposes of preparing such budget) (the “Projections”), in each case, for each month of the upcoming fiscal year and in form reasonably satisfactory to the Administrative Agent;

In lieu of any other damages or indemnity and in lieu of full recovery by Landlord of all sums payable under all the foregoing provisions of this [Section 19.2], Landlord may by written notice to Tenant within six (6) months after termination under any of the provisions contained in [Section 19.1] and before such full recovery, elect to recover, and Tenant shall thereupon pay, as minimum liquidated damages under this [Section 19.2], an amount equal to the lesser of # the aggregate of the Base Rent and Additional Rent for the balance of the Lease Term had it not been terminated or # the aggregate thereof for the 12 months ending one year after the termination date, plus in either case # the amount of Base Rent and Additional Rent of any kind accrued and unpaid at the time of termination and minus # the amount of any recovery by Landlord under the foregoing provisions of this [Section 19.2] up to the time of payment of such liquidated damages (but reduced by any amounts of reimbursement under [Section 19.2.2]). Liquidated damages hereunder shall not be in lieu of any claims for reimbursement under [Section 19.2.2].

No Person to whom such direct or indirect ownership interest is transferred shall have # been convicted, indicted, or otherwise charged with a criminal act that would constitute a felony under the laws of the United States of America, including the laws of the various States and territories thereof, # been a party to a bankruptcy, insolvency or other similar proceeding as a debtor, whether under the Bankruptcy Laws of the United States of America, or any State or other territory thereof, or any other country or jurisdiction, # had a receiver, trustee, or liquidator appointed with respect to its property or any portion thereof, or # any outstanding and unpaid judgements that would be a breach of any of the terms and provisions of any of the Loan Documents.

promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by any Loan Party or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of the SEC, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be;

“Person” and “Persons” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any governmental entity or any department or agency thereof.

“Closing Sale Price” means, for any security as of any date, # the last closing trade price for such security on the Principal Market, as reported by Quotestream or other similar quotation service provider designated by the Holder, or, if the Principal Market begins to operate on an extended hours basis and does not designate the closing trade price, then the last trade price of such security prior to 4:00 p.m., New York time, as reported by Quotestream or other similar quotation service provider designated by the Holder, or # if the foregoing does not apply, the last trade price of such security in the over-the-counter market for such security as reported by Quotestream or other similar quotation service provider designated by the Holder, or # if no last trade price is reported for such security by Quotestream or other similar quotation service provider designated by the Holder, the average of the bid and ask prices of any market makers for such security as reported by Quotestream or other similar quotation service provider designated by the Holder. If the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Sale Price of such security on such date shall be the fair market value as mutually determined by the Company and the Holder. All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.

“Direct Expenses” shall mean “Operating Expenses” and “Tax Expenses.”

All monthly installments of Base Rent, all Additional Rent and all monthly installments of estimated Additional Rent have been paid when due through ​. The current monthly installment of Base Rent is ​.