lenders
pursuant to a loan agreement entered into by landlord with Administrative Agent
and such lenders.
The undersigned hereby irrevocably instructs and authorizes
you to disregard any and all previous notices sent to you in connection with
Rent and hereafter to deliver all Rent to the following address:
______________________________
______________________________
______________________________
______________________________
______________________________
[Borrower Name]
c/o [Restricted Account Address]
Attention:
EXHIBIT B
ASSIGNMENT AND ASSUMPTION AGREEMENT
ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of _________, 200___, among [NAME
OF ASSIGNING BANK] ("Assignor"), [NAME OF ASSIGNEE] ("Assignee") [, NAME OF
BORROWER, a __________________________ ("Borrower")] and [NAME OF ADMINISTRATIVE
AGENT], as administrative agent for Lenders, as defined below (in such capacity,
together with its successors in such capacity, "Administrative Agent").
Preliminary Statement
1.
This Assignment and Assumption Agreement (this "Agreement") relates
to the Loan Agreement (as the same may be amended from time to time, the "Loan
Agreement") dated June ____, 2011 among Alexander's of Kings, LLC, Kings
Parking, LLC and Alexander's Kings Plaza, LLC ("Borrower"), the lender(s) party
thereto (each a "Lender" and, collectively, "Lenders") and Administrative
Agent.
All capitalized terms not otherwise defined herein shall have the
respective meanings set forth in the Loan Agreement.
2.
Subject to the terms and conditions set forth in the Loan Agreement,
Assignor has made an Individual Loan Commitment to Borrower in an aggregate
principal amount of $______________ ("Assignor's Loan Commitment").
3.
The aggregate outstanding principal amount under Assignor's
Individual Loan Commitment at the commencement of business on the date hereof is
$____________.
4.
Assignor desires to assign to Assignee all of the rights of Assignor
under the Loan Agreement in respect of a portion of Assignor's Individual Loan
Commitment and the loan made pursuant thereto, such portion being in an amount
equal to $ ____________ (the "Assigned Loan and Commitment"), of which $
__________ is currently outstanding and Assignee desires to accept assignment of
such rights and assume the corresponding obligations from Assignor on such
terms.
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements
contained herein, the parties hereto agree as follows:
SECTION 1.
Assignment.
Assignor hereby assigns and sells to Assignee all of
the rights of Assignor under the Loan Agreement in and to the Assigned Loan and
Commitment, and Assignee hereby accepts such assignment from Assignor and
assumes all of the obligations of Assignor under the Loan Agreement with respect
to the Assigned Loan and Commitment.
Upon the execution and delivery hereof by
Assignor, Assignee, Administrative Agent (and, if applicable, Borrower), and the
payment of the amount specified in Section 2 hereof required to be paid on the
date hereof, (1) Assignee shall, as of the commencement of business on the date
hereof, succeed to the rights and obligations of a Lender under the Loan
Agreement with an Individual Loan Commitment in an amount equal to the Assigned
Loan and Commitment and (2) the Individual Loan Commitment of Assignor shall, as
of the commencement of business on the
date hereof, be reduced correspondingly and Assignor released from