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2 similar Collateral Management Agreement contracts by Gramercy Capital Corp

COLLATERAL MANAGEMENT AGREEMENT
Collateral Management Agreement • November 9th, 2007 • Gramercy Capital Corp • Real estate investment trusts • New York

This Collateral Management Agreement, dated as of August 8, 2007 (this “Agreement”), is entered into by and between GRAMERCY REAL ESTATE CDO 2007-1, LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands (together with successors and assigns permitted hereunder, the “Issuer”), and GKK MANAGER LLC, a limited liability company organized under the laws of the State of Delaware (together with its successors and assigns, the “Collateral Manager”). Capitalized terms used herein but not otherwise defined herein shall have the respective meanings ascribed thereto in the Indenture, dated as of August 8, 2007 (the “Indenture”), by and among the Issuer, Gramercy Real Estate CDO 2007-1 LLC, as co-issuer (the “Co-Issuer”), Wells Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”), paying agent, calculation agent, transfer agent, custodial securities intermediary, backup advancing agent and notes registrar, and GKK Liquidity LLC,

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COLLATERAL MANAGEMENT AGREEMENT
Collateral Management Agreement • July 27th, 2005 • Gramercy Capital Corp • Real estate investment trusts • New York

This Collateral Management Agreement, dated as of July 14, 2005 (the “Agreement”), is entered into by and between GRAMERCY REAL ESTATE CDO 2005-1, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (together with successors and assigns permitted hereunder, the “Issuer”), and GKK MANAGER LLC, a limited liability company organized under the laws of the State of Delaware (together with its successors and assigns the “Collateral Manager”). Capitalized terms used herein but not otherwise defined herein shall have the respective meanings ascribed thereto in the Indenture, dated as of July 14, 2005 (the “Indenture”), by and among the Issuer, Gramercy Real Estate CDO 2005-1 LLC, as co-issuer (the “Co-Issuer”), Wells Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”), calculation agent, transfer agent, custodial securities intermediary, backup advancing agent and notes registrar, and GKK Liquidity LLC, as advancing agen

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