the event of any dispute or controversy regarding
authorship of the Agreement or the Ancillary Agreements, the parties shall be
conclusively deemed to be joint authors of the Agreement and the Ancillary
Agreements and no provision hereof or thereof shall be interpreted against or in
favor of a party by reason of authorship.
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Section 10.11 GOVERNING LAW. THIS AGREEMENT, AND ALL CLAIMS OR CAUSES OF ACTION
(WHETHER IN CONTRACT OR TORT) THAT MAY BE BASED UPON, ARISE OUT OF OR RELATE TO
THIS AGREEMENT, OR THE NEGOTIATION, EXECUTION OR PERFORMANCE OF THIS AGREEMENT
(INCLUDING ANY CLAIM OR CAUSE OF ACTION BASED UPON, ARISING OUT OF OR RELATED TO
ANY REPRESENTATION OR WARRANTY MADE IN OR IN CONNECTION WITH THIS AGREEMENT OR
AS AN INDUCEMENT TO ENTER INTO THIS AGREEMENT), SHALL BE GOVERNED BY THE
INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE
PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO THE CONFLICTS OF LAW
PRINCIPLES OF SUCH STATE.
Section 10.12 WAIVER OF JURY TRIAL. EACH PARTY HEREBY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN
ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, INVOLVING OR OTHERWISE IN
RESPECT OF THIS AGREEMENT, ANY ANCILLARY AGREEMENT OR ANY TRANSACTION
CONTEMPLATED HEREBY OR THEREBY. EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE,
AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE
BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE ANCILLARY AGREEMENTS, AS
APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN
THIS SECTION 10.12.
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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the date first written above.
GRAMERCY INVESTMENT TRUST,
By /s/ Gordon F. DuGan
Name: Gordon F.
DuGan
Title: Chief Executive Officer
GRAMERCY INVESTMENT TRUST II,
By /s/ Gordon F. DuGan
Name: Gordon F. DuGan
Title: Chief
Executive Officer
GKK MANAGER LLC,
By /s/ Gordon F. DuGan
Name: Gordon F. DuGan
Title: Chief Executive Officer
GRAMERCY LOAN
SERVICES LLC,
By /s/ Gordon F. DuGan
Name: Gordon F. DuGan
Title: Chief Executive Officer
GKK LIQUIDITY LLC,
By /s/ Gordon
F. DuGan
Name: Gordon F. DuGan
Title: Chief Executive Officer
CWCAPITAL INVESTMENTS LLC,
By /s/ Charles E. Spetka
Name: Charles
E. Spetka
Title: Chief Executive Officer
The undersigned are executing this Agreement solely to reflect their agreement
to be bound by Article IX (Indemnification) and Article X (General Provisions)
and for no other purpose.
GRAMERCY CAPITAL CORP.,
By /s/ Gordon F. DuGan
Name: Gordon F.
DuGan
Title: Chief Executive Officer
CW FINANCIAL SERVICES LLC
By /s/ Charles E. Spetka
Name: Charles E. Spetka
Title: Chief
Executive Officer
DISCLOSURE SCHEDULE TO
SALE AND PURCHASE AGREEMENT
among
GRAMERCY INVESTMENT TRUST,
GRAMERCY INVESTMENT TRUST II,
GKK MANAGER LLC,
GRAMERCY LOAN SERVICES LLC,
GKK LIQUIDITY