AND ADDRESSES APPEAR IN THE NOTES REGISTER.
243
(H)
NO RESIGNATION OR REMOVAL OF THE ADVANCING AGENT AND NO APPOINTMENT OF
A SUCCESSOR ADVANCING AGENT SHALL BECOME EFFECTIVE UNTIL THE ACCEPTANCE OF
APPOINTMENT BY THE SUCCESSOR ADVANCING AGENT.
SECTION 17.6
ACCEPTANCE OF APPOINTMENT BY SUCCESSOR ADVANCING AGENT.
(A)
EVERY SUCCESSOR ADVANCING AGENT APPOINTED HEREUNDER SHALL EXECUTE,
ACKNOWLEDGE AND DELIVER TO THE ISSUER, THE CO-ISSUER, EACH HEDGE COUNTERPARTY,
THE COLLATERAL MANAGER, THE TRUSTEE AND THE RETIRING ADVANCING AGENT AN
INSTRUMENT ACCEPTING SUCH APPOINTMENT.
UPON DELIVERY OF THE REQUIRED
INSTRUMENTS, THE RESIGNATION OR REMOVAL OF THE RETIRING ADVANCING AGENT SHALL
BECOME EFFECTIVE AND SUCH SUCCESSOR ADVANCING AGENT, WITHOUT ANY FURTHER ACT,
DEED OR CONVEYANCE, SHALL BECOME VESTED WITH ALL THE RIGHTS, POWERS, TRUSTS,
DUTIES AND OBLIGATIONS OF THE RETIRING ADVANCING AGENT.
(B)
NO APPOINTMENT OF A SUCCESSOR ADVANCING AGENT SHALL BECOME EFFECTIVE
UNLESS EACH RATING AGENCY HAS CONFIRMED IN WRITING THAT THE EMPLOYMENT OF SUCH
SUCCESSOR WOULD NOT ADVERSELY AFFECT THE RATING ON THE NOTES.
244
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Indenture as of the day and year first above written.
Executed as a Deed
GRAMERCY REAL ESTATE CDO 2005-1,
LTD., as Issuer
By
Name:
Title:
Witness:
GRAMERCY REAL ESTATE CDO 2005-1
LLC, as Co-Issuer
By:
Name:
Title:
WELLS FARGO BANK, NATIONAL
ASSOCIATION, solely as Trustee, Paying
Agent, Calculation Agent, Transfer Agent,
Custodial Securities Intermediary, Backup
Advancing Agent and Notes Registrar and not
in its individual capacity
By:
Name:
Title:
GKK LIQUIDITY LLC, as Advancing Agent
By:
Name:
Title:
EXHIBIT A
FORM OF CLASS [
]
[REGULATION S] [RULE 144A] GLOBAL SECURITY
THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE SECURITIES LAWS
OF ANY STATE OF THE UNITED STATES, AND NEITHER THE ISSUER NOR THE CO-ISSUER HAS
BEEN REGISTERED UNDER THE UNITED STATES INVESTMENT COMPANY ACT OF 1940, AS
AMENDED (THE "1940 ACT").
THIS NOTE MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED, EXCEPT (A)(1) TO A QUALIFIED INSTITUTIONAL BUYER WITHIN
THE MEANING OF RULE 144A UNDER THE SECURITIES ACT (A "QIB") WHO IS A QUALIFIED
PURCHASER AS DEFINED IN SECTION 2(A)(51) OF THE INVESTMENT COMPANY ACT (A
"QUALIFIED PURCHASER") AND IS EITHER PURCHASING FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER WHO IS A QUALIFIED PURCHASER, IN A
PRINCIPAL AMOUNT OF NOT LESS THAN $500,000 (AND INTEGRAL MULTIPLES OF $1,000 IN
EXCESS THEREOF), FOR THE PURCHASER AND FOR EACH SUCH ACCOUNT, IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A SO LONG AS THIS NOTE IS ELIGIBLE FOR
RESALE PURSUANT TO RULE 144A, SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS
SPECIFIED IN THE INDENTURE, OR (2) TO A NON-U.S.
PERSON IN AN OFFSHORE
TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 (AS APPLICABLE) OF
REGULATION S UNDER THE SECURITIES ACT IN A PRINCIPAL AMOUNT OF NOT LESS THAN
$500,000 (AND INTEGRAL MULTIPLES OF $1,000 IN EXCESS THEREOF),