AMENDED AND RESTATED TRUST AGREEMENT amongTrust Agreement • July 27th, 2005 • Gramercy Capital Corp • Real estate investment trusts • Delaware
THIS AMENDED AND RESTATED TRUST AGREEMENT, dated as of May 20, 2005, among (i) GKK Capital LP, a Delaware limited partnership (including any successors or permitted assigns, the “Depositor”), (ii) JPMorgan Chase Bank, National Association, a national banking association, as property trustee (in such capacity, the “Property Trustee”), (iii) Chase Bank USA, National Association, a national banking association, as Delaware trustee (in such capacity, the “Delaware Trustee”), (iv) Marc Holliday, an individual, Gregory F. Hughes, an individual and Robert R. Foley, an individual, each of whose address is c/o GKK Capital LP, 420 Lexington Avenue, New York, NY 10170, as administrative trustees (in such capacities, each an “Administrative Trustee” and, collectively, the “Administrative Trustees” and, together with the Property Trustee and the Delaware Trustee, the “Trustees”) and (v) the several Holders, as hereinafter defined.
JUNIOR SUBORDINATED INDENTURE between GKK CAPITAL LP and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as TrusteeGramercy Capital Corp • July 27th, 2005 • Real estate investment trusts • New York
JUNIOR SUBORDINATED INDENTURE, dated as of May 20, 2005, between GKK Capital LP, a Delaware limited partnership (the “Company”), and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association, as Trustee (in such capacity, the “Trustee”).
COLLATERAL MANAGEMENT AGREEMENTCollateral 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
GRAMERCY REAL ESTATE CDO 2005-1, LTD., as Issuer GRAMERCY REAL ESTATE CDO 2005-1 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...Gramercy Real • July 27th, 2005 • Gramercy Capital Corp • Real estate investment trusts • New York
INDENTURE, dated as of July 14, 2005, by and among GRAMERCY REAL ESTATE CDO 2005-1, LTD., a Cayman Islands exempted company with limited liability (the “Issuer”), GRAMERCY REAL ESTATE CDO 2005-1 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”).
