THE
PREFERRED SHARES DISTRIBUTION AMOUNT (SUBJECT TO AND IN ACCORDANCE WITH THE
PROVISIONS OF THE PREFERRED SHARES PAYING AGENCY AGREEMENT) ON ANY DATE ON WHICH
ALL SUCH FAILURES TO FUND HAVE BEEN CURED (AND THE LIQUIDITY TEST WOULD BE
SATISFIED AFTER SUCH RELEASE AND PAYMENT).
FOR THE AVOIDANCE OF DOUBT, IF
GRAMERCY CAPITAL CORP. AND/OR GKK CAPITAL LP TAKES ONE OF THE ACTIONS DESCRIBED
IN CLAUSE (I) OR (II) ABOVE FOLLOWING THE OCCURRENCE OF A FAILURE TO FUND, THEY
OR IT, AS THE CASE MAY BE, WILL BE PERMITTED TO TERMINATE SUCH QUALIFIED LETTER
OF CREDIT OR GUARANTEE OR LIQUIDATE SUCH ACCOUNT, AS THE CASE MAY BE, AT ANY
TIME THEREAFTER WHEN ALL SUCH FAILURES TO FUND HAVE BEEN CURED.
174
ARTICLE 8
SUPPLEMENTAL INDENTURES
SECTION 8.1
SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF
SECURITYHOLDERS.
Without the consent of the Holders of any Notes or any Preferred Shareholders,
the Issuer, the Co-Issuer, when authorized by Board Resolutions, and the
Trustee, with the written consent of each Hedge Counterparty delivered to the
Issuer, the Co-Issuer and the Trustee, and, at any time and from time to time
subject to the requirement provided below in this Section 8.1, may enter into
one or more indentures supplemental hereto, in form satisfactory to the Trustee,
for any of the following purposes:
(A)
TO EVIDENCE THE SUCCESSION OF ANOTHER PERSON TO THE ISSUER OR THE
CO-ISSUER AND THE ASSUMPTION BY ANY SUCH SUCCESSOR PERSON OF THE COVENANTS OF
THE ISSUER OR THE CO-ISSUER HEREIN AND IN THE NOTES;
(B)
TO ADD TO THE COVENANTS OF THE ISSUER, THE CO-ISSUER OR THE TRUSTEE FOR
THE BENEFIT OF THE HOLDERS OF THE NOTES, PREFERRED SHAREHOLDERS, EACH HEDGE
COUNTERPARTY OR TO SURRENDER ANY RIGHT OR POWER HEREIN CONFERRED UPON THE ISSUER
OR THE CO-ISSUER;
(C)
TO CONVEY, TRANSFER, ASSIGN, MORTGAGE OR PLEDGE ANY PROPERTY TO OR WITH
THE TRUSTEE, OR ADD TO THE CONDITIONS, LIMITATIONS OR RESTRICTIONS ON THE
AUTHORIZED AMOUNT, TERMS AND PURPOSES OF THE ISSUE, AUTHENTICATION AND DELIVERY
OF THE NOTES;
(D)
TO EVIDENCE AND PROVIDE FOR THE ACCEPTANCE OF APPOINTMENT HEREUNDER BY
A SUCCESSOR TRUSTEE AND TO ADD TO OR CHANGE ANY OF THE PROVISIONS OF THIS
INDENTURE AS SHALL BE NECESSARY TO FACILITATE THE ADMINISTRATION OF THE TRUSTS
HEREUNDER BY MORE THAN ONE TRUSTEE, PURSUANT TO THE REQUIREMENTS OF SECTIONS
6.9, 6.10 AND 6.12 HEREOF;
(E)
TO CORRECT OR AMPLIFY THE DESCRIPTION OF ANY PROPERTY AT ANY TIME
SUBJECT TO THE LIEN OF THIS INDENTURE, OR TO BETTER ASSURE, CONVEY AND CONFIRM
UNTO THE TRUSTEE ANY PROPERTY SUBJECT OR REQUIRED TO BE SUBJECTED TO THE LIEN OF
THIS INDENTURE (INCLUDING, WITHOUT LIMITATION, ANY AND ALL ACTIONS NECESSARY OR
DESIRABLE AS A RESULT OF CHANGES IN LAW OR REGULATIONS) OR TO SUBJECT TO THE
LIEN OF THIS INDENTURE ANY ADDITIONAL PROPERTY;
(F)
TO MODIFY THE RESTRICTIONS ON AND PROCEDURES FOR RESALES AND OTHER
TRANSFERS OF NOTES TO REFLECT ANY CHANGES IN APPLICABLE LAW OR REGULATION (OR
THE INTERPRETATION THEREOF) OR TO ENABLE THE ISSUER AND THE