STATEMENT, NOTICE, INSTRUMENT, DOCUMENT, AGREEMENT OR PAPER WHICH WOULD
MATERIALLY INCREASE ITS OBLIGATIONS OR DECREASE ITS BENEFITS UNDER THE LOAN
DOCUMENTS OR THE OTHER SECURITY DOCUMENTS.
-7-
ARTICLE XXXISECURITY AGREEMENT.
THIS ASSIGNMENT IS A "SECURITY AGREEMENT"
WITHIN THE MEANING OF THE UNIFORM COMMERCIAL CODE.
ARTICLE XXXIICOUNTERPARTY NOTIFICATION LETTER.
ASSIGNOR REPRESENTS, WARRANTS
AND COVENANTS THAT CONCURRENTLY WITH THE EXECUTION OF THIS ASSIGNMENT, ASSIGNOR
SHALL SEND A NOTICE, IN THE FORM OF EXHIBIT A
ATTACHED HERETO, TO COUNTERPARTY.
ARTICLE XXXIIIASSIGNOR REPRESENTATIONS AND WARRANTIES.
SECTION 33.1
ASSIGNOR REPRESENTS AND WARRANTS TO LENDER THAT (I) A TRUE
AND CORRECT COPY OF THE INTEREST RATE PROTECTION AGREEMENT HAS BEEN DELIVERED TO
LENDER AND THE INTEREST RATE PROTECTION AGREEMENT HAS NOT BEEN AMENDED OR
MODIFIED IN ANY RESPECT, (II) ASSIGNOR HAS ALL NECESSARY RIGHT, POWER AND
AUTHORITY TO ENTER INTO THE INTEREST RATE PROTECTION AGREEMENT AND PERFORM ITS
OBLIGATIONS THEREUNDER, (III) ASSIGNOR IS IN COMPLIANCE WITH ALL OF THE TERMS
AND CONDITIONS OF THE INTEREST RATE PROTECTION AGREEMENT AND HAS PERFORMED ALL
OF ITS OBLIGATIONS THEREUNDER, (IV) ASSIGNOR HAS ALL NECESSARY RIGHT, POWER AND
AUTHORITY TO MAKE THE ASSIGNMENT AND GRANT THE SECURITY INTEREST HEREIN PROVIDED
FOR, (V) ASSIGNOR OWNS THE INTEREST RATE PROTECTION AGREEMENTS AND ALL RIGHTS TO
THE SWAP AGREEMENT PAYMENTS FREE AND CLEAR OF ANY LIENS OR CLAIMS IN FAVOR OF
ANY OTHER PERSON, OTHER THAN THE SECURITY INTEREST GRANTED PURSUANT TO THIS
ASSIGNMENT AND THE OTHER SECURITY DOCUMENTS, AND (VI) ASSIGNOR'S EXECUTIVE
OFFICE AND THE LOCATION WHERE ASSIGNOR MAINTAINS RECORDS RELATING TO ACCOUNTS OR
THE INTEREST RATE PROTECTION AGREEMENT IS C/O ALEXANDER'S, INC., 210 ROUTE 4
EAST, PARAMUS, NEW JERSEY 07652.
SECTION 33.2
ASSIGNOR REPRESENTS AND WARRANTS TO LENDER THAT (I) IT WILL
NOT WITHOUT LENDER'S PRIOR WRITTEN CONSENT, REQUEST OR DIRECT COUNTERPARTY TO
PAY ANY SWAP AGREEMENT PAYMENTS TO AN ACCOUNT OTHER THAN THE COLLECTION ACCOUNT
AND (II) IT WILL NOT ASSIGN, TRANSFER OR GRANT ANY LIEN ON ANY OF THE INTEREST
RATE PROTECTION AGREEMENTS OR SWAP AGREEMENT PAYMENTS.
ARTICLE XXXIVTERMINATION.
34.1.1 THIS ASSIGNMENT SHALL TERMINATE IMMEDIATELY
UPON THE EARLIER TO OCCUR OF (I) ASSIGNOR DELIVERING A NEW INTEREST RATE
PROTECTION AGREEMENT THAT SATISFIES THE REQUIREMENTS THEREFOR PROVIDED IN THE
LOAN AGREEMENT, OR (II) THE PAYMENT IN FULL, OR OTHER FULL SATISFACTION, OF THE
LOAN, IN EITHER CASE, WITHOUT ANY ADDITIONAL ACTION REQUIRED TO BE TAKEN OR ANY
ADDITIONAL DOCUMENT REQUIRED TO BE EXECUTED ON THE PART OF ANY PARTY IN ORDER TO
EFFECT SUCH TERMINATION, AND LENDER SHALL TAKE ALL SUCH ACTIONS AND EXECUTE ALL
SUCH DOCUMENTS IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO ASSIGNOR THAT
MAY BE NECESSARY OR DESIRABLE TO EVIDENCE SUCH TERMINATION AND/OR THE RELEASE OF
THE SECURITY INTEREST GRANTED HEREBY AND TO NOTIFY COUNTERPARTY THEREOF.
-8-
SECTION 34.2
NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY,
AT ANY TIME THAT ASSIGNOR IS NO LONGER REQUIRED TO MAINTAIN THE INTEREST RATE
PROTECTION AGREEMENT PURSUANT TO SECTION 5.1.25 OF THE LOAN AGREEMENT, UPON
REQUEST OF ASSIGNOR, AT ASSIGNOR'S SOLE COST AND EXPENSE, LENDER SHALL RELEASE
THE SECURITY