COLLECT FROM
BORROWER WITHOUT FIRST FORECLOSING ON ANY REAL OR PERSONAL PROPERTY COLLATERAL
PLEDGED BY ANY OTHER BORROWER, AND (2) IF ADMINISTRATIVE AGENT FORECLOSES ON ANY
REAL PROPERTY COLLATERAL PLEDGED BY ANY OTHER BORROWER, (I) THE AMOUNT OF THE
DEBT MAY BE REDUCED ONLY BY THE PRICE FOR WHICH THAT COLLATERAL IS SOLD AT THE
FORECLOSURE SALE, EVEN IF THE COLLATERAL IS WORTH MORE THAN THE SALE PRICE AND
(II) ADMINISTRATIVE AGENT MAY COLLECT FROM BORROWER EVEN IF ANY OTHER BORROWER,
BY FORECLOSING ON THE REAL PROPERTY COLLATERAL, HAS DESTROYED ANY RIGHT BORROWER
MAY HAVE TO COLLECT FROM ANY OTHER BORROWER.
THIS IS AN UNCONDITIONAL AND
IRREVOCABLE WAIVER OF ANY RIGHTS AND DEFENSES BORROWER MAY HAVE BECAUSE ANY OF
THE DEBT IS SECURED BY REAL PROPERTY; AND EXCEPT AS MAY BE EXPRESSLY AND
SPECIFICALLY PERMITTED HEREIN, ANY CLAIM OR OTHER RIGHT WHICH BORROWER MIGHT NOW
HAVE OR HEREAFTER ACQUIRE AGAINST ANY OTHER BORROWER OR ANY OTHER PERSON THAT
ARISES FROM THE EXISTENCE OR PERFORMANCE OF ANY OBLIGATIONS UNDER THE LOAN
DOCUMENTS, INCLUDING ANY OF THE FOLLOWING: (1) ANY RIGHT OF SUBROGATION,
REIMBURSEMENT, EXONERATION, CONTRIBUTION, OR INDEMNIFICATION; OR (2) ANY RIGHT
TO PARTICIPATE IN ANY CLAIM OR REMEDY OF ADMINISTRATIVE AGENT AND/OR LENDERS
AGAINST ANY OTHER BORROWER OR ANY COLLATERAL SECURITY THEREFOR,
138
WHETHER OR NOT SUCH CLAIM, REMEDY OR RIGHT ARISES IN EQUITY OR UNDER CONTRACT,
STATUTE OR COMMON LAW.
(J)
EACH BORROWER HEREBY RESTATES AND MAKES THE WAIVERS MADE BY
GUARANTOR IN THE GUARANTY FOR THE BENEFIT OF ADMINISTRATIVE AGENT AND EACH
LENDER.
SUCH WAIVERS ARE HEREBY INCORPORATED BY REFERENCE AS IF FULLY SET FORTH
HEREIN (AND AS IF APPLICABLE TO EACH BORROWER) AND SHALL BE EFFECTIVE FOR ALL
PURPOSES UNDER THE LOAN (INCLUDING, WITHOUT LIMITATION, IN THE EVENT THAT ANY
BORROWER IS DEEMED TO BE A SURETY OR GUARANTOR OF THE DEBT (BY VIRTUE OF EACH
BORROWER BEING CO-OBLIGORS AND JOINTLY AND SEVERALLY LIABLE HEREUNDER, BY VIRTUE
OF EACH BORROWER ENCUMBERING ITS INTEREST IN THE PROPERTY FOR THE BENEFIT OR
DEBTS OF THE OTHER BORROWERS IN CONNECTION HEREWITH OR OTHERWISE)).
[NO FURTHER TEXT ON THIS PAGE]
139
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their duly authorized representatives, all as of the day and year
first above written.
BORROWER:
ALEXANDER'S OF KINGS, LLC, a Delaware
limited liability company
By:
/s/ Alan J. Rice
Name:
Alan J. Rice
Title:
Secretary
KINGS PARKING, LLC, a Delaware limited
liability company
By:
/s/ Alan J. Rice
Name:
Alan J. Rice
Title:
Secretary
ALEXANDER'S KINGS PLAZA, LLC, a
Delaware limited liability company
By:
/s/ Alan J. Rice
Name:
Alan J. Rice
Title:
Secretary
LENDER:
WELLS FARGO BANK, NATIONAL
ASSOCIATION
By:
/s/ John G. Nicol
Name:
John G. Nicol
Title:
Director
Address for notices and Lending Office:
WELLS FARGO BANK, NATIONAL
ASSOCIATION
Wells Fargo Center
1901 Harrison Street, 2nd Floor
MAC A0227-020
Oakland, California
94612
Attention:
Commercial Mortgage Servicing
Facsimile No.:
866-359-5352
LENDER:
ROYAL BANK OF CANADA, a Canadian
chartered bank
By: