GRAMERCY REAL ESTATE CDO 2007-1, LTD., as Issuer GRAMERCY REAL ESTATE CDO 2007-1 LLC, as Co-Issuer GKK LIQUIDITY LLC, as Advancing Agent AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee, Paying Agent, Calculation Agent, Transfer Agent, Custodial...Indenture • November 9th, 2007 • Gramercy Capital Corp • Real estate investment trusts • New York
INDENTURE, dated as of August 8, 2007, by and among GRAMERCY REAL ESTATE CDO 2007-1, LTD., a Cayman Islands exempted company with limited liability (the “Issuer”), GRAMERCY REAL ESTATE CDO 2007-1 LLC, a limited liability company formed under the laws of Delaware (the “Co-Issuer”), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee, paying agent, calculation agent, transfer agent, custodial securities intermediary, backup advancing agent and notes registrar (herein, together with its permitted successors and assigns in the trusts hereunder, the “Trustee”) and GKK LIQUIDITY LLC (“GKK Liquidity”), a Delaware limited liability company, as advancing agent (herein, together with its permitted successors and assigns in the trusts hereunder, the “Advancing Agent”).
COLLATERAL MANAGEMENT AGREEMENTCollateral 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,
FIRST AMENDMENT TO THE AMENDED AND RESTATED MANAGEMENT AGREEMENTManagement Agreement • November 9th, 2007 • Gramercy Capital Corp • Real estate investment trusts • New York
This First Amendment (this “Amendment”) to the Amended and Restated Management Agreement is made as of September 18, 2007 (the “Effective Time”) by and between Gramercy Capital Corp., a Maryland corporation (the “Parent”), GKK Capital LP, a Delaware limited partnership (the “Operating Partnership”) and GKK Manager LLC, a Delaware limited liability company (the “Manager”). Capitalized terms used by not defined herein shall have the meanings ascribed to those terms in the Management Agreement (as defined below).
