LIBOR CAP SECURITY AGREEMENT
Dated as of June 30, 2007
by
GTJ RATE CAP, LLC
as Debtor
in favor of
ING USA ANNUITY AND LIFE INSURANCE COMPANY,
ING LIFE INSURANCE AND ANNUITY COMPANY,
RELIASTAR LIFE INSURANCE COMPANY, and SECURITY LIFE OF DENVER INSURANCE COMPANY,
as Secured Parties
------------------
relating to
LOAN AGREEMENT
Dated as of June 30, 2007
among
GTJ REIT, INC., and
THE OTHER BORROWERS NAMED THEREIN
as Borrowers
and
THE LENDERS NAMED THEREIN
as Lenders
TABLE OF CONTENTS
Page
1. DEFINITIONS...........................................................1
2. SECURITY..............................................................3
3. TRANSFER OF COLLATERAL................................................3
4. REPRESENTATIONS AND WARRANTIES........................................3
5. FURTHER ASSURANCES....................................................4
6. COVENANTS OF THE DEBTOR...............................................4
7. THE SECURED PARTY AS THE DEBTOR'S ATTORNEY-IN-FACT....................5
8. REMEDIES UPON DEFAULT.................................................5
9. APPLICATION OF PROCEEDS...............................................6
10. INDEMNITY AND EXPENSES................................................6
11. DUTIES OF THE SECURED PARTY...........................................6
12. AMENDMENTS; ETC.......................................................6
13. CONTINUING SECURITY INTEREST..........................................7
14. SECURITY INTEREST ABSOLUTE............................................7
15. WAIVER OF MARSHALING..................................................8
16. MISCELLANEOUS.........................................................8
(a) Notices......................................................8
(b) Successors and Assigns.......................................9
(c) Severability.................................................9
(d) Construction.................................................9
(e) Counterparts; Execution and Delivery by Facsimile or E-mail..9
(f) Waiver of Jury Trial........................................10
(g) Governing Law...............................................10
-i-
LIBOR CAP SECURITY AGREEMENT
This LIBOR Cap Security Agreement, dated as of June 30, 2007 (this
"Agreement"), is by GTJ RATE CAP, LLC, a New York limited liability company (the
"Debtor"), in favor of ING USA ANNUITY AND LIFE INSURANCE COMPANY, ING LIFE
INSURANCE AND ANNUITY COMPANY, RELIASTAR LIFE INSURANCE COMPANY, and SECURITY
LIFE OF DENVER INSURANCE COMPANY, as Lenders and secured parties hereunder
(individually and collectively, and including any other Persons that may from
time to time become Lenders under and as defined in the Loan Agreement, the
"Secured Party").
Preliminary Statements:
A. Concurrently with the execution and delivery hereof, GTJ REIT, INC., a
Maryland corporation (the "Parent"); GREEN ACQUISITION, INC., a New York
corporation; TRIBORO ACQUISITION, INC., a New York corporation; JAMAICA
ACQUISITION, INC., a New York corporation; 000-00 000XX XXXXXX, XXX, x Xxx Xxxx
limited liability company; 00-00 XXXXXXXX XXXXX XXXXXXXXX, XXX, x Xxx Xxxx
limited liability company; 00-00 00XX XXXXXX, XXX, x Xxx Xxxx limited liability
company, and 114-15 XXX XXXXXX BOULEVARD, LLC, a New York limited liability
company, as Borrowers, and the Lenders are entering into a Loan Agreement, dated
as of the date hereof (the "Loan Agreement"), pursuant to which the Lenders may
make Loans to the Borrowers.
B. The Debtor is an affiliate of the Borrowers and a special purpose entity
formed to facilitate the transactions contemplated by the Loan Agreement.
C. The Debtor legally and beneficially owns the Collateral.
D. To induce the Lenders to make Loans, the Debtor desires to grant to the
Secured Party a security interest in the Collateral to secure the Secured
Obligations, as provided herein.
Agreement:
In consideration of the foregoing and the mutual agreements set forth
below, and for other good and valuable consideration, the parties hereby agree
and covenant as follows:
1. Definitions.
As used herein, each following term has the respective meaning indicated
below, in the other agreement indicated below or in the Section or other part of
this Agreement indicated below:
"Agreement" is defined in the introductory paragraph.
"Bankruptcy Code" means the United States Bankruptcy Code (11 U.S.C.
Section 101 et seq.).
"Borrowers" is defined in the Loan Agreement.
"Business Day" is defined in the Loan Agreement.
"Collateral" means, collectively, all right title and interest of Debtor in
(1) each LIBOR Cap Agreement, (2) any and all proceeds arising from the
foregoing, including without limitation proceeds arising from the sale or
transfer of any of the foregoing, and (3) any and all amounts from time to time
paid or payable under or in connection with any of the foregoing.
"Debtor" is defined in the introductory paragraph.
"Event of Default" is defined in the Loan Agreement.
"Initial LIBOR Cap Agreement" means the ISDA Master Agreement dated as of
December 13, 2006, between Parent and SMBC, as supplemented and modified by the
Schedule thereto of the same date and the Confirmation of the same date from
SMBC Capital Markets, Inc., as Agent for SMBC, to the Parent and having the
reference number DPA609667, all as assigned by Parent to Debtor with the written
consent of SMBC.
"Lenders" is defined in the Loan Agreement.
"LIBOR Cap Agreements" means the Initial LIBOR Cap Agreement and each
Replacement LIBOR Cap Agreement, as any such agreement may be amended,
supplemented or otherwise modified from time to time.
"LIBOR Cap Counterparty" means SMBC and any other counterparty to any LIBOR
Cap Agreement and any of their respective successors, transferees or assigns.
"Loan Agreement" is defined in the Preliminary Statements.
"Loan Documents" is defined in the Loan Agreement.
"Loans" is defined in the Loan Agreement.
"Person" is defined in the Loan Agreement.
"Debtor" is defined in the introductory paragraph.
"Registered Organization" shall have the meaning ascribed thereto in
Section 9-102(a)(70) of the UCC.
"Replacement LIBOR Cap Agreement" means any Replacement LIBOR Cap Agreement
entered into in connection with the Loan Agreement.
"Required Lenders" is defined in the Loan Agreement.
"Secured Obligations" means all liabilities, obligations, or undertakings
owing by Debtor or any Borrower to the Lenders of any kind or description
arising out of or outstanding under, advanced or issued pursuant to, or
evidenced by any of the Loan Documents, irrespective of whether for the payment
of money, whether direct or indirect, absolute or contingent, due or to become
due, voluntary or involuntary, whether now existing or hereafter arising, and
-2-
including all interest (including interest that accrues after the filing of a
case under the Bankruptcy Code) and any and all costs, fees (including
reasonable attorneys' fees), and expenses that Debtor or any Borrower is
required to pay pursuant to any of the foregoing, by law, or otherwise.
"Secured Party" is defined in the introductory paragraph.
"SMBC" means SMBC Derivative Products Limited.
"UCC" means the Uniform Commercial Code as in effect in the State of New
York or any other applicable jurisdiction.
2. Security.
As security for the prompt payment and performance of the Secured
Obligations in full by the Borrowers when due, whether at stated maturity, by
acceleration or otherwise (including amounts that would become due but for the
operation of the provisions of the Bankruptcy Code), the Debtor hereby grants to
the Secured Party a security interest in all of the Debtor's right, title, and
interest in and to the Collateral.
3. Transfer of Collateral.
Upon the occurrence and during the continuance of an Event of Default
(after taking into account any applicable grace or cure period), the Secured
Party shall have the right, at any time in its discretion and without notice to
the Debtor, to transfer to the Secured Party or any of its nominees any or all
of the Collateral.
4. Representations and Warranties.
The Debtor represents, warrants, and covenants as follows:
(a) The Debtor is a Registered Organization, organized under the laws of
the State of New York.
(b) All information herein or hereafter supplied to the Secured Party or
any Lender by or on behalf of the Debtor in writing with respect to the
Collateral is, or in the case of information hereafter supplied will be,
accurate and complete in all material respects.
(c) The Debtor has obtained all consents and has delivered all notices
required under the Initial LIBOR Cap Agreement and the Debtor's execution,
delivery and performance of this Agreement will not result in a default or
breach of the Initial LIBOR Cap Agreement.
(d) The Debtor is and will be the sole legal and beneficial owner of the
Collateral (including all Collateral acquired by the Debtor after the date
hereof) free and clear of any adverse claim, Lien, or other right, title, or
interest of any party, other than the Liens in favor of the Secured Party.
-3-
(e) This Agreement creates a valid security interest in the Collateral in
favor of the Secured Party securing payment of the Secured Obligations.
5. Further Assurances.
(a) The Debtor agrees that from time to time, at the expense of the Debtor,
the Debtor will promptly execute and deliver all further instruments and
documents, and take all further action that may be necessary or reasonably
desirable, or that the Secured Party may reasonably request, in order to perfect
and protect any security interest granted or purported to be granted hereby or
to enable the Secured Party to exercise and enforce its rights and remedies
hereunder with respect to any Collateral. Without limiting the generality of the
foregoing, the Debtor will: (i) at the request of the Secured Party, xxxx
conspicuously each of its records pertaining to the Collateral with a legend, in
form and substance reasonably satisfactory to the Secured Party, indicating that
such Collateral is subject to the security interest granted hereby; (ii) execute
any such instruments or notices, as may be necessary or reasonably desirable, or
as the Secured Party may reasonably request, in order to perfect and preserve
the first priority security interests granted or purported to be granted hereby;
(iii) allow inspection of the Collateral by the Secured Party or Persons
designated by the Secured Party; and (iv) appear in and defend any action or
proceeding that may affect the Debtor's title to or the Secured Party's security
interest in the Collateral.
(b) The Debtor hereby authorizes the Secured Party to file one or more
financing or continuation statements, and amendments thereto, relative to all or
any part of the Collateral. A carbon, photographic, or other reproduction of
this Agreement or any financing statement covering the Collateral or any part
thereof shall be sufficient as a financing statement where permitted by law.
(c) The Debtor will furnish to the Secured Party, upon the request of the
Secured Party such statements and schedules further identifying and describing
the Collateral and such other reports in connection with the Collateral as the
Secured Party may reasonably request.
6. Covenants of the Debtor.
The Debtor shall:
(a) neither change its jurisdiction of organization nor cease to be a
Registered Organization, in each case, without giving the Secured Party at least
30 days prior written notice thereof;
(b) not enter into any agreement that terminates, amends, supplements or
otherwise modifies any LIBOR Cap Agreement without the Secured Party's prior
written consent, which consent will not be unreasonably withheld;
(c) upon receipt by the Debtor of any material notice, report, or other
communication from a LIBOR Cap Counterparty relating to all or any part of the
Collateral, deliver such notice, report or other communication to the Secured
Party as soon as practicable, but in no event later than five Business Days
following the receipt thereof by the Debtor.
-4-
7. The Secured Party as the Debtor's Attorney-in-Fact.
The Debtor hereby irrevocably appoints the Secured Party as the Debtor's
attorney-in-fact, with full authority in the place and stead of the Debtor and
in the name of the Debtor, the Secured Party or otherwise, from time to time at
the Secured Party's discretion, to take any action and to execute any instrument
that the Secured Party may reasonably deem necessary or advisable to accomplish
the purposes of this Agreement. Secured Party agrees not to take any action
pursuant to this Section 7 unless an Event of Default shall have occurred and be
continuing.
8. Remedies upon Default.
Upon the occurrence and during the continuance of an Event of Default
(after taking into account any applicable grace or cure period):
(a) The Secured Party may exercise in respect of the Collateral, in
addition to other rights and remedies provided for herein or otherwise available
to it, all the rights and remedies of a secured party on default under the UCC
(irrespective of whether the UCC applies to the affected items of Collateral),
and the Secured Party may also without notice (except as specified below) sell
the Collateral or any part thereof in one or more parcels at public or private
sale, at any exchange, broker's board or at any of the Secured Party's offices
or elsewhere, for cash, on credit or for future delivery, at such time or times
and at such price or prices and upon such other terms as the Secured Party may
deem commercially reasonable, irrespective of the impact of any such sales on
the market price of the Collateral. To the maximum extent permitted by
applicable law, the Secured Party or any Lender may be the purchaser of any or
all of the Collateral at any such sale and shall be entitled, for the purpose of
bidding and making settlement or payment of the purchase price for all or any
portion of the Collateral sold at any such public sale, to use and apply all or
any part of the Secured Obligations as a credit on account of the purchase price
of any Collateral payable at such sale. Each purchaser at any such sale shall
hold the property sold absolutely free from any claim or right on the part of
the Debtor, and the Debtor hereby waives (to the extent permitted by law) all
rights of redemption, stay, or appraisal that it now has or may at any time in
the future have under any rule of law or statute now existing or hereafter
enacted. The Debtor agrees that, to the extent notice of sale shall be required
by law, at least ten calendar days notice to the Debtor of the time and place of
any public sale or the time after which a private sale is to be made shall
constitute reasonable notification. The Secured Party shall not be obligated to
make any sale of Collateral regardless of notice of sale having been given. The
Secured Party may adjourn any public sale from time to time by announcement at
the time and place fixed therefor, and such sale may, without further notice, be
made at the announced time and place to which it was so adjourned.
(b) THE DEBTOR EXPRESSLY WAIVES TO THE MAXIMUM EXTENT PERMITTED BY LAW: (i)
ANY CONSTITUTIONAL OR OTHER RIGHT TO A JUDICIAL HEARING PRIOR TO THE TIME THE
SECURED PARTY DISPOSES OF ALL OR ANY PART OF THE COLLATERAL AS PROVIDED IN THIS
SECTION 8; (ii) ALL RIGHTS OF REDEMPTION, STAY, OR APPRAISAL THAT IT NOW HAS OR
MAY AT ANY TIME IN THE FUTURE HAVE UNDER ANY RULE OF LAW OR STATUTE NOW EXISTING
OR HEREAFTER ENACTED; AND (iii) EXCEPT AS SET FORTH IN SUBSECTION (a) OF THIS
-5-
SECTION 8, ANY REQUIREMENT OF NOTICE, DEMAND, OR ADVERTISEMENT FOR SALE.
9. Application of Proceeds.
Upon the occurrence and during the continuance of an Event of Default
(after taking into account any applicable grace or cure period), any cash held
by the Secured Party as Collateral and proceeds received by the Secured Party in
respect of any sale of, collection from, or other realization upon all or any
part of the Collateral pursuant to the exercise by the Secured Party of its
remedies as a secured creditor as provided in Section 8 shall be applied from
time to time by the Secured Party as follows: first, to the payment of the
Secured Party's and the Lenders' reasonable costs and expenses in connection
with the Collateral, including reasonable attorneys' fees and legal expenses;
second, to the payment of all other Secured Obligations in such manner as the
Required Lenders may deem advisable; and third, the balance, if any, to or at
the direction of the Debtor. The Debtor shall remain liable for any deficiency.
10. Indemnity and Expenses.
The Debtor agrees:
(a) To indemnify and hold harmless the Secured Party and each Lender and
each of their respective officers, directors, managers, employees, agents,
professional advisors and affiliates from and against any and all claims,
damages, demands, losses, obligations, judgments and liabilities (including
reasonable attorneys' fees and expenses) in any way arising out of or in
connection with this Agreement or the Secured Obligations, except to the extent
the same shall arise as a result of the gross negligence or willful misconduct
of the party seeking to be indemnified;
(b) To pay and reimburse the reasonable costs and expenses of the Secured
Party and the Lenders referred to in Section 9.2 of the Loan Agreement; and
(c) That the provisions of this Section 10 shall survive the execution and
delivery of this Agreement, the repayment of any of the Secured Obligations, the
termination of the commitments of the Lenders under the Loan Agreement and the
termination of this Agreement or any other Loan Document.
11. Duties of the Secured Party.
The powers conferred on the Secured Party hereunder are solely to protect
its interests in the Collateral and shall not impose on it any duty to exercise
such powers. Except as provided in Section 9-207 of the UCC, the Secured Party
shall have no duty with respect to the Collateral or any responsibility for
taking any steps necessary or advisable to preserve rights against any Persons
with respect to any Collateral.
12. Amendments; etc.
No amendment or waiver of any provision of this Agreement nor consent
to any departure by the Debtor herefrom shall in any event be effective unless
the same shall be in writing and signed by the Secured Party and consented to by
-6-
the Required Lenders, and then such waiver or consent shall be effective only in
the specific instance and for the specific purpose for which given. No failure
on the part of the Secured Party to exercise, and no delay in exercising any
right under this Agreement, any other Loan Document, or otherwise with respect
to any of the Secured Obligations, shall operate as a waiver thereof; nor shall
any single or partial exercise of any right under this Agreement, any other Loan
Document, or otherwise with respect to any of the Secured Obligations preclude
any other or further exercise thereof or the exercise of any other right. The
remedies provided for in this Agreement or otherwise with respect to any of the
Secured Obligations are cumulative and not exclusive of any remedies provided by
law.
13. Continuing Security Interest.
This Agreement shall create a continuing security interest in the
Collateral and shall remain in full force and effect until the indefeasible
payment in full of the Secured Obligations, including the full and final
termination of any commitment to extend any financial accommodations under the
Loan Agreement. Upon the indefeasible payment in full of the Secured
Obligations, including the full and final termination of any commitment to
extend any financial accommodations under the Loan Agreement, the security
interests granted herein shall automatically terminate and all rights to the
Collateral shall revert to the Debtor. Upon any such termination, the Secured
Party will, at the Debtor's expense, execute and deliver to the Debtor such
documents as the Debtor shall reasonably request to evidence such termination.
Such documents shall be prepared by the Debtor and shall be in form and
substance reasonably satisfactory to the Secured Party.
14. Security Interest Absolute.
To the maximum extent permitted by law, all rights of the Secured Party,
all security interests hereunder, and all obligations of the Debtor hereunder,
shall be absolute and unconditional irrespective of:
(a) any lack of validity or enforceability of any agreement or instrument
relating to any of the Secured Obligations, including any of the Loan Documents;
(b) any change in the time, manner, or place of payment of, or in any other
term of, all or any of the Secured Obligations, or any other amendment or waiver
of or any consent to any departure from any of the Loan Documents, or any other
agreement or instrument relating thereto;
(c) any exchange, release, or non-perfection of any other collateral, or
any release or amendment or waiver of or consent to departure from any guaranty
for all or any of the Secured Obligations; or
(d) any other circumstances that might otherwise constitute a defense
available to, or a discharge of, the Debtor.
-7-
15. Waiver of Marshaling.
Each of the Debtor and the Secured Party acknowledges and agrees that in
exercising any rights under or with respect to the Collateral, the Secured
Party: (a) is under no obligation to marshal any Collateral; (b) may, in its
absolute discretion, realize upon the Collateral in any order and in any manner
it so elects; and (c) may, in its absolute discretion, apply the proceeds of any
or all of the Collateral to the Secured Obligations in any order and in any
manner it so elects. The Debtor and the Secured Party waive any right to require
the marshaling of any of the Collateral.
16. Miscellaneous.
(a) Notices.
All notices and communications provided for hereunder shall be in writing
and sent (i) by telecopy if the sender on the same day sends a confirming copy
of such notice by a recognized overnight delivery service (charges prepaid), or
(ii) by registered or certified mail with return receipt requested (postage
prepaid), or (iii) by a recognized overnight delivery service (with charges
prepaid). Any such notice or must be sent:
(i) if to the Debtor, to GTJ Rate Cap, LLC, c/o GTJ REIT, Inc., 000
Xxxxxxx Xxxx, Xxxxxxxx, XX 00000, Attention: President, Telecopy No. (516)
887-2029, with a copy to Ruskin Moscou Faltischek, P.C., 0000 XxxXxxx
Xxxxx, Xxxxxxxxx, X.X. 00000, Attention: Xxxxxx X. Xxxxxx, Esq., or at such
other address as the Debtor shall have specified to each other party hereto
in writing; or
(ii) if to the Secured Party, to the address of each Lender specified
for such purpose in the Loan Agreement (taking into account, as applicable,
Section 9.12 of the Loan Agreement), or at such other address as the
Secured Party shall have specified to each of the other parties to the Loan
Documents in writing.
Notices under this Section 16(a) will be deemed given only when actually
received.
-8-
(b) Successors and Assigns.
All covenants and other agreements contained in this Agreement by or on
behalf of any of the parties hereto bind and inure to the benefit of their
respective successors and assigns (including any successor to the Secured Party
under the Loan Documents) whether so expressed or not.
(c) Severability.
Any provision of this Agreement that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall (to the full extent permitted by law) not invalidate or
render unenforceable such provision in any other jurisdiction.
(d) Construction.
In this Agreement, unless a clear contrary intention appears (i) the
singular number includes the plural number and vice versa; (ii) reference to any
gender includes each other gender; (iii) reference to any agreement, document or
instrument means such agreement, document or instrument as amended or modified
and in effect from time to time in accordance with the terms thereof; (iv) any
reference herein to any Person shall be construed to include such Person's
successors and assigns or, if such Person is an individual, to such Person's
heirs, legal representatives and assigns; (v) references to Sections, Schedules
or Exhibits refer to the Sections, Schedules and Exhibits of or to this
Agreement and "hereunder," "hereof," "hereto," and words of similar import shall
be deemed references to this Agreement as a whole and not to any particular
Section or other provision hereof; (vi) "including" and "include" do not limit
the generality of any description preceding such term; (vii) "or" is used in the
inclusive sense of "and/or"; and (viii) references to documents, instruments or
agreements shall be deemed to refer as well to all addenda, exhibits, schedules,
supplements or amendments thereto. Each covenant contained in the Loan Documents
shall be construed (absent express provision to the contrary) as being
independent of each other covenant contained in the Loan Documents, so that
compliance with any one covenant shall not (absent such an express contrary
provision) be deemed to excuse compliance with any other covenant. Where any
provision in any Loan Document refers to action to be taken by any Person, or
that such Person is prohibited from taking, such provision shall be applicable
whether such action is taken directly or indirectly by such Person.
(e) Counterparts; Execution and Delivery by Facsimile or E-mail.
This Agreement may be executed in any number of counterparts, each of which
shall be an original but all of which together shall constitute one instrument.
Each counterpart may consist of a number of copies hereof, each signed by less
than all, but together signed by all, of the parties hereto. Delivery of an
executed counterpart of this Agreement by facsimile or by e-mail of a PDF file
or similar electronic image file shall be equally as effective as delivery of an
original executed counterpart of this Agreement. Any party delivering an
executed counterpart of this Agreement by facsimile or by e-mail also shall
deliver an original executed counterpart of this Agreement, but the failure to
-9-
deliver an original executed counterpart shall not affect the validity,
enforceability, or binding effect hereof.
(f) Waiver of Jury Trial.
EACH PARTY HERETO HEREBY IRREVOCABLY, KNOWINGLY, VOLUNTARILY, AND
INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS
AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING OR STATEMENTS (WHETHER
ORAL OR WRITTEN) RELATING TO THE FOREGOING. THIS PROVISION IS A MATERIAL
INDUCEMENT FOR THE PARTIES TO ENTER INTO THIS AGREEMENT AND FOR THE LENDERS TO
ENTER INTO THE LOAN AGREEMENT.
(g) Governing Law.
This Agreement shall be construed and enforced in accordance with, and the
rights of the parties shall be governed by, the law of the State of New York
excluding choice-of-law principles of the law of such State that would require
the application of the laws of a jurisdiction other than such State.
ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR THE LOAN
DOCUMENTS MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED
STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF
THIS AGREEMENT, THE DEBTOR SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THOSE
COURTS. THE DEBTOR IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO
THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, THAT IT MAY
NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH
JURISDICTION IN RESPECT OF ANY OF THE LOAN DOCUMENTS OR ANY OTHER DOCUMENT
RELATED THERETO, INCLUDING THIS AGREEMENT. THE DEBTOR WAIVES PERSONAL SERVICE OF
ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS
PERMITTED BY THE LAW OF SUCH STATE.
[Remainder of page intentionally left blank; signature page follows]
-10-
IN WITNESS WHEREOF, the Debtor has executed this Agreement as of the date
first written above.
Debtor: GTJ RATE CAP, LLC
By:____________________________
Name:
Title:
[Signature page to LIBOR Cap Security Agreement]
