DEFAULTS
108
Section 17.1
Event of Default
108
Section 17.2
Remedies
111
Section 17.3
Remedies Cumulative; Waivers
113
Section 17.4
Costs of Collection
113
XVIII.
SPECIAL PROVISIONS
113
Section 18.1
Exculpation
113
XIX.
MISCELLANEOUS
113
Section 19.1
Survival
113
Section 19.2
Lender's Discretion
114
Section 19.3
Governing Law
114
Section 19.4
Modification, Waiver in Writing
115
Section 19.5
Delay Not a Waiver
115
Section 19.6
Notices
116
Section 19.7
TRIAL BY JURY
118
Section 19.8
Headings
118
Section 19.9
Severability
118
Section 19.10
Preferences
118
Section 19.11
Waiver of Notice
119
Section 19.12
Expenses; Indemnity
119
Section 19.13
Exhibits and Schedules Incorporated
121
Section 19.14
Offsets, Counterclaims and Defenses
121
Section 19.15
Liability of Assignees of Lender
121
Section 19.16
No Joint Venture or Partnership; No Third Party Beneficiaries
122
Section 19.17
Publicity
122
Section 19.18
Waiver of Marshalling of Assets
122
Section 19.19
Waiver of Counterclaim and other Actions
123
iii
Page
Section 19.20
Conflict; Construction of Documents; Reliance
123
Section 19.21
Prior Agreements
123
Section 19.22
Counterparts
123
iv
EXHIBITS AND SCHEDULES
EXHIBIT A
TITLE INSURANCE REQUIREMENTS, ENDORSEMENTS AND AFFIRMATIVE COVERAGES
EXHIBIT B
SURVEY REQUIREMENTS
EXHIBIT C
SINGLE PURPOSE ENTITY PROVISIONS
EXHIBIT D
ENFORCEABILITY OPINION REQUIREMENTS
EXHIBIT E
NON-CONSOLIDATION OPINION REQUIREMENTS
EXHIBIT F
[INTENTIONALLY OMITTED]
EXHIBIT G
FORM OF TENANT ESTOPPEL LETTER
EXHIBIT H
FORM OF GROUND LEASE ESTOPPEL
EXHIBIT I
FORM OF REA ESTOPPEL
EXHIBIT J
[INTENTIONALLY OMITTED]
EXHIBIT K
BORROWER ORGANIZATIONAL STRUCTURE
EXHIBIT L
[INTENTIONALLY OMITTED]
EXHIBIT M
FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT
EXHIBIT N
FORM OF SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT
EXHIBIT O
O&M PROGRAM
EXHIBIT P
FORM OF TENANT NOTIFICATION LETTER
EXHIBIT Q
[INTENTIONALLY OMITTED]
EXHIBIT R
[INTENTIONALLY OMITTED]
EXHIBIT S
[INTENTIONALLY OMITTED]
EXHIBIT T
FORM OF INDEPENDENT MANAGER CERTIFICATE
EXHIBIT U
[INTENTIONALLY DELETED]
SCHEDULE I
REQUIRED TENANT ESTOPPEL CERTIFICATES
SCHEDULE II
DESIGNATED RELEASE PROPERTIES
SCHEDULE III
LITIGATION SCHEDULE
SCHEDULE IV
REA SCHEDULE
SCHEDULE V
REQUIRED DEFERRED MAINTENANCE AND ENVIRONMENTAL REMEDIATION
SCHEDULE VI
GROUND LEASES
SCHEDULE VII
ALLOCATED LOAN AMOUNTS
v
AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT
This AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT, dated as of October 1,
2003 (as amended, restated, replaced, supplemented or otherwise modified from
time to time, this Agreement), between FIRST STATES INVESTORS 5000A, LLC, a
Delaware limited liability company (Borrower), having an office at c/o First
States Group, L.P., 1725 The Fairway, Jenkintown, Pennsylvania 19046, and GERMAN
AMERICAN CAPITAL CORPORATION, a Maryland corporation, having an address at 60
Wall Street, 10th Floor, New York, New York 10005 (together with its successors
and assigns, Lender).
W I T N E S S E T H:
WHEREAS, on June 30, 2003, Lender made a loan to Borrower in the amount of
$400,000,000, which loan (the Original Loan) is governed by that certain Loan
and Security Agreement, dated as of June 30, 2003 (the Original Loan Agreement),
between Borrower and Lender;
WHEREAS, on the date hereof Lender has agreed to make an additional loan to
Borrower in the amount of $40,000,000 (the Additional Loan),