2.
CONDITIONS PRECEDENT.
THIS AMENDMENT AND
ITS PROVISIONS SHALL BECOME EFFECTIVE ON THE FIRST DATE ON WHICH ALL OF THE
FOLLOWING CONDITIONS PRECEDENT SHALL HAVE BEEN SATISFIED (THE "AMENDMENT
EFFECTIVE DATE"):
(A)
ON OR BEFORE THE AMENDMENT EFFECTIVE DATE,
THE AGENT SHALL HAVE RECEIVED THIS AMENDMENT, EXECUTED AND DELIVERED BY A DULY
AUTHORIZED OFFICER OF EACH OF SELLER, AND WACHOVIA.
(B)
ON THE AMENDMENT EFFECTIVE DATE, NO DEFAULT
OR EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING.
SECTION 3.
REPRESENTATIONS AND WARRANTIES.
SELLER
HEREBY REPRESENTS AND WARRANTS TO WACHOVIA, AS OF THE DATE HEREOF AND AS OF THE
AMENDMENT EFFECTIVE DATE, THAT (I) SELLER IS IN COMPLIANCE, IN ALL MATERIAL
RESPECTS, WITH ALL OF THE TERMS AND PROVISIONS SET FORTH IN THE REPURCHASE
AGREEMENT AND THE OTHER REPURCHASE DOCUMENTS ON ITS PART TO BE OBSERVED OR
PERFORMED, (II) NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED OR IS CONTINUING,
AND (III) SELLER HAS NO, AND SELLER WAIVES ALL, DEFENSES, RIGHTS OF SETOFF,
CLAIMS, COUNTERCLAIMS OR CAUSES OF ACTION OF ANY KIND OR DESCRIPTION AGAINST
WACHOVIA ARISING UNDER OR IN RESPECT OF THE REPURCHASE AGREEMENT OR ANY OTHER
REPURCHASE DOCUMENT.
SELLER HEREBY CONFIRMS AND REAFFIRMS THE REPRESENTATIONS
AND WARRANTIES CONTAINED IN SECTION 8.01 OF THE REPURCHASE AGREEMENT.
SECTION 4.
LIMITED EFFECT.
EXCEPT AS EXPRESSLY
AMENDED AND MODIFIED BY THIS AMENDMENT, THE REPURCHASE AGREEMENT AND EACH OF THE
OTHER REPURCHASE DOCUMENTS SHALL CONTINUE TO BE, AND SHALL REMAIN, IN FULL FORCE
AND EFFECT IN ACCORDANCE WITH THEIR RESPECTIVE TERMS; PROVIDED, HOWEVER, THAT
UPON THE AMENDMENT EFFECTIVE DATE, EACH REFERENCE THEREIN AND HEREIN TO THE
"REPURCHASE DOCUMENTS" SHALL BE DEEMED TO INCLUDE, IN ANY EVENT, THIS AMENDMENT
AND EACH REFERENCE TO THE "REPURCHASE AGREEMENT" IN ANY OF THE REPURCHASE
DOCUMENTS SHALL BE DEEMED TO BE A REFERENCE TO THE REPURCHASE AGREEMENT AS
AMENDED HEREBY.
SECTION 5.
COUNTERPARTS.
THIS AMENDMENT MAY BE
EXECUTED BY EACH OF THE PARTIES HERETO ON ANY NUMBER OF SEPARATE COUNTERPARTS,
EACH OF WHICH SHALL BE AN ORIGINAL AND ALL OF WHICH TAKEN TOGETHER SHALL
CONSTITUTE ONE AND THE SAME INSTRUMENT.
DELIVERY OF AN EXECUTED COUNTERPART OF
A SIGNATURE PAGE TO THIS AMENDMENT IN PORTABLE DOCUMENT FORMAT (PDF) OR BY
FACSIMILE TRANSMISSION SHALL BE EFFECTIVE AS DELIVERY OF A MANUALLY EXECUTED
ORIGINAL COUNTERPART THEREOF.
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SECTION 6.
EXPENSES.
SELLER AGREES TO PAY AND
REIMBURSE WACHOVIA FOR ALL REASONABLE OUT-OF-POCKET COSTS AND EXPENSES INCURRED
BY WACHOVIA IN CONNECTION WITH THE PREPARATION, EXECUTION AND DELIVERY OF THIS
AMENDMENT, INCLUDING, WITHOUT LIMITATION, THE FEES AND DISBURSEMENTS OF
CADWALADER, WICKERSHAM & TAFT LLP, COUNSEL TO THE AGENT.
SECTION 7.
GOVERNING LAW.
THIS AMENDMENT SHALL BE
GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK.
[SIGNATURES FOLLOW]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed and delivered as of the day and year first above written.
SELLER
GRAMERCY WAREHOUSE FUNDING I LLC, a
Delaware limited liability company
By:
GRAMERCY INVESTMENT TRUST, a Maryland
real estate investment trust