LOAN.
18.
IF BORROWER CONSISTS OF MORE THAN ONE PERSON, THE OBLIGATIONS
AND LIABILITIES OF EACH SUCH PERSON HEREUNDER SHALL BE JOINT AND SEVERAL.
THIS
ASSIGNMENT SHALL BE BINDING UPON AND SHALL INURE TO THE BENEFIT OF BORROWER,
LENDERS AND ADMINISTRATIVE AGENT AND THEIR RESPECTIVE SUCCESSORS AND/OR ASSIGNS.
19.
THIS ASSIGNMENT MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS
EACH OF WHICH SHALL BE AN ORIGINAL, BUT ALL OF WHICH SHALL CONSTITUTE ONE
INSTRUMENT.
20.
ADMINISTRATIVE AGENT, ON BEHALF OF LENDERS, SHALL HAVE THE
RIGHT TO ASSIGN THIS ASSIGNMENT AND THE OBLIGATIONS HEREUNDER IN CONNECTION WITH
THE ASSIGNMENT OF THE LOAN.
5
THE PARTIES HERETO ACKNOWLEDGE THAT FOLLOWING THE EXECUTION AND DELIVERY OF THIS
ASSIGNMENT, LENDERS MAY SELL, TRANSFER AND ASSIGN THIS ASSIGNMENT, THE LOAN AND
THE OTHER LOAN DOCUMENTS, SUBJECT TO THE TERMS OF ARTICLE XI OF THE LOAN
AGREEMENT.
ALL REFERENCES TO "ADMINISTRATIVE AGENT" HEREUNDER SHALL BE DEEMED
TO INCLUDE THE SUCCESSORS AND ASSIGNS OF ADMINISTRATIVE AGENT AND THE PARTIES
HERETO ACKNOWLEDGE THAT ACTIONS TAKEN BY ADMINISTRATIVE AGENT HEREUNDER MAY BE
TAKEN BY ADMINISTRATIVE AGENT'S AGENTS AND BY THE AGENTS OF THE SUCCESSORS AND
ASSIGNS OF ADMINISTRATIVE AGENT.
21.
THE PROVISIONS OF SECTION 13.1 OF THE LOAN AGREEMENT ARE HEREBY
INCORPORATED BY REFERENCE AS IF FULLY SET FORTH HEREIN.
22.
IN CONSIDERATION OF THE FOREGOING AGREEMENT BY THE
COUNTERPARTY, BORROWER AGREES THAT (A) COUNTERPARTY SHALL BE ENTITLED TO
CONCLUSIVELY RELY (WITHOUT ANY INDEPENDENT INVESTIGATION) ON ANY NOTICE OR
INSTRUCTIONS FROM ADMINISTRATIVE AGENT IN RESPECT OF THE INTEREST RATE
PROTECTION AGREEMENT AND (B) COUNTERPARTY SHALL BE HELD HARMLESS AND SHALL BE
FULLY INDEMNIFIED BY BORROWER, FROM AND AGAINST ANY AND ALL CLAIMS, OTHER THAN
THOSE ARISING OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF COUNTERPARTY,
AND FROM AND AGAINST ANY DAMAGES, PENALTIES, JUDGMENTS, LIABILITIES, LOSSES OR
EXPENSES (INCLUDING REASONABLE ATTORNEY'S FEES AND DISBURSEMENTS) INCURRED BY
COUNTERPARTY AS A RESULT OF THE ASSERTION OF ANY CLAIM, BY ANY PERSON OR ENTITY,
ARISING OUT OF, OR OTHERWISE RELATED TO, ANY ACTIONS TAKEN OR OMITTED TO BE
TAKEN BY COUNTERPARTY IN RELIANCE UPON ANY SUCH INSTRUCTIONS OR NOTICE PROVIDED
BY ADMINISTRATIVE AGENT.
[NO FURTHER TEXT ON THIS PAGE]
6
IN WITNESS WHEREOF, Borrower and Administrative Agent have duly executed this
Collateral Assignment of Interest Rate Protection Agreement on the day and year
first written above.
BORROWER:
ALEXANDER'S OF KINGS, LLC, a Delaware
limited liability company
By:
_______________________
Name:
Title:
KINGS PARKING, LLC, a Delaware limited
liability company
By:
_______________________
Name:
Title:
ALEXANDER'S KINGS PLAZA, LLC,
a Delaware limited liability company
By:_________________________
Name:
Title:
ADMINISTRATIVE AGENT:
WELLS FARGO BANK, NATIONAL
ASSOCIATION, as administrative agent for
the benefit of Lenders
By:____________________________________
Name:
Title:
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF NOTICE OF THE FOREGOING
ASSIGNMENT AND CONSENTS THERETO AND AGREES THAT THE UNDERSIGNED SHALL CAUSE ALL
PAYMENTS REQUIRED TO BE MADE BY THE UNDERSIGNED PURSUANT TO THE TERMS OF THE
INTEREST RATE PROTECTION AGREEMENT TO BE MADE DIRECTLY TO THE RESTRICTED ACCOUNT
IN ACCORDANCE WITH WRITTEN INSTRUCTIONS (BUT SUBJECT TO