15.1
Assignment and Acceptance
123
15.2
Effect of Assignment and Acceptance
123
15.3
Content
124
15.4
Register
124
15.5
Substitute Notes
124
15.6
Participations
125
15.7
Disclosure of Information
125
15.8
Security Interest in Favor of Federal Reserve Bank
125 XVI.
RESERVE
ACCOUNTS
125
16.1
Tax Reserve Account
125
16.2
Insurance
Reserve Account
126
16.3
Ground Rent Reserve Account
127
vii
XVII.
DEFAULTS
128
17.1
Event of Default
128
17.2
Remedies
133
17.3
Remedies Cumulative; Waivers
134
17.4
Costs of Collection
134 XVIII.
SPECIAL PROVISIONS
134
18.1
Exculpation
134
18.1.1
Exculpated Parties
134
18.1.2
Carveouts From Non-Recourse Limitations
135 XIX.
MISCELLANEOUS
137
19.1
Survival
137
19.2
Lender's Discretion
137
19.3
Governing Law
137
19.4
Modification, Waiver in Writing
138
19.5
Delay Not a Waiver
138
19.6
Notices
139
19.7
TRIAL BY JURY
141
19.8
Headings
141
19.9
Severability
141
19.10
Preferences
141
19.11
Waiver of Notice
141
19.12
Expenses; Indemnity
142
19.13
Exhibits and Schedules
Incorporated
144
19.14
Offsets, Counterclaims and Defenses
144
19.15
Liability of Assignees of Lender
144
19.16
No Joint
Venture or Partnership; No Third Party Beneficiaries
144
19.17
Publicity
145
19.18
Waiver of Marshalling of Assets
145
19.19
Waiver of Counterclaim and other Actions
145
19.20
Conflict;
Construction of Documents; Reliance
145
19.21
Prior Agreements
146
19.22
Counterparts
146
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
INTENTIONALLY DELETED
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
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 GIRAFFE 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 address at 60 Wall
Street, New York, New York 10005 (together with its successors and assigns,
"Lender").
RECITALS:
WHEREAS, Borrower desires to obtain the Loan (as hereinafter