Lender's
Securitization Expenses
125
XV.
ASSIGNMENTS AND PARTICIPATIONS
125
15.1
Assignment and Acceptance
125
15.2
Effect of Assignment and Acceptance
125
15.3
Content
126
15.4
Register
126
15.5
Substitute Notes
126
15.6
Participations
127
15.7
Disclosure of Information
127
15.8
Security Interest in Favor of Federal Reserve Bank
127
XVI.
RESERVE ACCOUNTS
127
16.1
Tax Reserve Account
127
16.2
Insurance Reserve Account
128
16.3
Ground Rent Reserve Account
129
vii
XVII.
DEFAULTS
130
17.1
Event of Default
130
17.2
Remedies
135
17.3
Remedies Cumulative; Waivers
136
17.4
Costs of
Collection
136
XVIII.
SPECIAL PROVISIONS
137
18.1
Exculpation
137
18.1.1
Exculpated Parties
137
18.1.2
Carveouts From Non-Recourse Limitations
137
XIX.
MISCELLANEOUS
139
19.1
Survival
139
19.2
Lender's
Discretion
139
19.3
Governing Law
140
19.4
Modification,
Waiver in Writing
141
19.5
Delay Not a Waiver
141
19.6
Notices
141
19.7
TRIAL BY JURY
143
19.8
Headings
144
19.9
Severability
144
19.10
Preferences
144
19.11
Waiver of Notice
144
19.12
Expenses; Indemnity
144
19.13
Exhibits and Schedules Incorporated
146
19.14
Offsets, Counterclaims
and Defenses
146
19.15
Liability of Assignees of Lender
147
19.16
No Joint Venture or Partnership; No Third Party Beneficiaries
147
19.17
Publicity
147
19.18
Waiver of Marshalling of Assets
147
19.19
Waiver of Counterclaim and other Actions
148
19.20
Conflict; Construction of Documents; Reliance
148
19.21
Prior
Agreements
148
19.22
Counterparts
148
viii
EXHIBITS AND SCHEDULES
EXHIBIT A
TITLE INSURANCE REQUIREMENTS, ENDORSEMENTS AND AFFIRMATIVE
COVERAGES EXHIBIT B
SURVEY REQUIREMENTS EXHIBIT C
INTENTIONALLY DELETED
EXHIBIT D
INTENTIONALLY DELETED EXHIBIT E
INTENTIONALLY DELETED EXHIBIT F
INTENTIONALLY DELETED EXHIBIT G
FORM OF TENANT ESTOPPEL LETTER EXHIBIT H
FORM OF GROUND LESSOR ESTOPPEL CERTIFICATE EXHIBIT I
FORM OF REA ESTOPPEL
EXHIBIT J
FORM OF CONDOMINIUM ASSOCIATION ESTOPPEL EXHIBIT K
BORROWER
ORGANIZATIONAL STRUCTURE EXHIBIT L
INTEREST RATE CAP AGREEMENT EXHIBIT M
FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT EXHIBIT N
FORM OF SUBORDINATION,
NON-DISTURBANCE AND ATTORNMENT AGREEMENT EXHIBIT O
INTENTIONALLY DELETED
EXHIBIT P
FORM OF RENT PAYMENT DIRECTION LETTER EXHIBIT Q
RATE CAP
COUNTERPARTY ACKNOWLEDGMENT EXHIBIT R
INTENTIONALLY DELETED EXHIBIT S
INTENTIONALLY DELETED EXHIBIT T
FORM OF INDEPENDENT MANAGER/MEMBER
CERTIFICATE SCHEDULE I
EXISTING SUBLEASES; MATERIAL SUBLEASES; DEFAULTS OR
PREPAID RENT UNDER SUBLEASES SCHEDULE II
LITIGATION SCHEDULE SCHEDULE III
DEFICIENT GROUND LEASED PROPERTIES, AND ALLOCATED LOAN AMOUNT OR DISPUTED SUM,
AS APPLICABLE SCHEDULE IV
INTENTIONALLY DELETED SCHEDULE V
ALLOCATED LOAN
AMOUNTS SCHEDULE VI
RIGHTS OF FIRST REFUSAL OR RIGHTS OF FIRST OFFER (OR
OTHER RIGHTS OR OPTIONS) TO LEASE OR PURCHASE INDIVIDUAL PROPERTIES SCHEDULE VII
EXISTING MATTERS OF RECORD SCHEDULE VIII
PRE-APPROVED TRANSFEREES SCHEDULE
IX
JOINTLY ASSESSED GROUND LEASE PROPERTIES
ix
LOAN AND SECURITY AGREEMENT
THIS LOAN AND SECURITY AGREEMENT dated as of July 21, 2005 (as amended,
restated, replaced, supplemented or otherwise modified from time to time, this
"Agreement"), between MPO PROPERTIES, LLC, a Delaware limited liability company
("Borrower") having an office at c/o Toys "R" Us, Inc., One Geoffrey Way, Wayne,
New Jersey 07470 and GERMAN AMERICAN CAPITAL CORPORATION, a Maryland
corporation, on behalf of the holders of the Notes, having an