ASSIGNS, DATED THE ADVANCE CLOSING DATE,
AND IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO AGENT AND ITS COUNSEL;
(IX)
CLOSING STATEMENT.
THE AGENT AND BORROWER
SHALL HAVE AGREED UPON A DETAILED CLOSING STATEMENT FROM BORROWER IN A FORM
REASONABLY ACCEPTABLE TO THE AGENT, WHICH INCLUDES A COMPLETE DESCRIPTION OF
BORROWER'S SOURCES AND USES OF FUNDS ON THE CLOSING DATE; AND
(X)
INDEMNIFICATION AGREEMENT.
TO THE EXTENT
THE BORROWER HAS NOT DELIVERED ANY OF THE THIRD PARTY DUE DILIGENCE ITEMS SET
FORTH IN SECTION 2.3(B)(I)-(III), (V)-(X), AND (XII) ABOVE WITH RESPECT TO A
PROPOSED ASSET AND THE AGENT HAS NONETHELESS APPROVED THE ASSET AS A PROPERTY ON
THE CONDITION THAT GRAMERCY CAPITAL CORP., DELIVERS AN INDEMNIFICATION
AGREEMENT, THE AGENT SHALL HAVE RECEIVED FROM GRAMERCY CAPITAL CORP., AN
INDEMNIFICATION AGREEMENT, IN A FORM REASONABLY ACCEPTABLE TO THE AGENT.
(G)
BORROWER SHALL HAVE PAID ALL TRANSACTION
COSTS FOR WHICH BILLS HAVE BEEN SUBMITTED AND HAVE NOT BEEN PREVIOUSLY PAID.
ARTICLE III.
GENERAL TERMS
SECTION 3.1.
THE LOAN.
(A)
SUBJECT TO THE TERMS AND CONDITIONS OF THIS
AGREEMENT, THE LENDERS SHALL MAKE ADVANCES TO BORROWER FROM THE INITIAL ADVANCE
CLOSING DATE TO BUT EXCLUDING THE MATURITY DATE IN AN AGGREGATE PRINCIPAL AMOUNT
AT ANY ONE TIME OUTSTANDING UP TO THE LOAN AMOUNT. THE PROCEEDS OF THE LOAN
SHALL BE USED SOLELY FOR THE PURPOSES IDENTIFIED IN SECTION 3.2 HEREOF. ON EACH
ADVANCE CLOSING DATE, UPON THE SATISFACTION OF THE CONDITIONS SET FORTH IN
SECTION 3.3, AND 3.4, THE LENDERS SHALL INITIATE A WIRE OR OTHER TRANSFER OF
IMMEDIATELY AVAILABLE FUNDS TO AN ACCOUNT DESIGNATED BY BORROWER IN AN AMOUNT
EQUAL TO (X) THE RELATED ADVANCE RATE, LESS (Y) THE SUM OF (I) THE REASONABLE
OUT-OF-POCKET EXPENSES INCURRED BY AGENT IN CONNECTION WITH THE ORIGINATION AND
FUNDING OF THE ADVANCE, (II) THE REASONABLE FEES AND EXPENSES OF AGENT'S COUNSEL
AND (III) THE AMOUNT, IF ANY, REASONABLY REQUIRED BY THE AGENT IN WRITING TO BE
DEPOSITED IN THE DEFERRED MAINTENANCE ESCROW ACCOUNT, THE REAL ESTATE TAXES
ESCROW ACCOUNT OR THE INSURANCE ESCROW ACCOUNT PURSUANT TO SECTION 3.13.
ADVANCES SHALL ONLY BE AVAILABLE WHEN PROPERTY IS
38
ADDED TO THE FACILITY AND SHALL ONLY BE AVAILABLE WITH RESPECT TO THE PROPERTY
BEING ADDED TO THE FACILITY ON THE APPLICABLE ADVANCE CLOSING DATE.
BORROWER
SHALL NOT BE PERMITTED TO REBORROW WITH RESPECT TO ANY ADVANCE THAT HAS BEEN
PREPAID IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.
THE FOREGOING SHALL NOT
AFFECT BORROWER'S RIGHT TO MAKE PREPAYMENTS AND CONSUMMATE CAPITAL EVENTS IN
ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.
IN NO EVENT SHALL AN ADVANCE BE
MADE WHEN ANY DEFAULT HAS OCCURRED AND IS CONTINUING. BORROWER MAY NOT RECEIVE,
WITHOUT AGENT'S WRITTEN CONSENT (I) MORE THAN TWO ADVANCES DURING ANY CALENDAR
MONTH, OR (II) AN ADVANCE IN AN AMOUNT LESS THAN $3,000,000.
(B)
THE LOAN SHALL CONSTITUTE ONE GENERAL
OBLIGATION OF BORROWER TO LENDERS AND SHALL BE SECURED BY THE SECURITY INTEREST
IN AND LIENS GRANTED UPON ALL OF THE COLLATERAL, AND BY ALL OTHER SECURITY
INTERESTS