AND ALL OTHERS SIMILARLY SITUATED, MAY PETITION A COURT OF COMPETENT
JURISDICTION FOR THE APPOINTMENT OF A SUCCESSOR CALCULATION AGENT.
(B)
THE CALCULATION AGENT SHALL BE REQUIRED TO AGREE THAT, AS SOON AS
PRACTICABLE AFTER 11:00 A.M. (LONDON TIME) ON EACH LIBOR DETERMINATION DATE (AS
DEFINED IN SCHEDULE G HERETO), BUT IN NO EVENT LATER THAN 11:00 A.M. (NEW YORK
TIME) ON THE LONDON BANKING DAY IMMEDIATELY FOLLOWING EACH LIBOR DETERMINATION
DATE, THE CALCULATION AGENT SHALL CALCULATE (X) LIBOR FOR THE NEXT INTEREST
ACCRUAL PERIOD AND (Y) THE AMOUNT OF INTEREST FOR SUCH INTEREST ACCRUAL PERIOD
PAYABLE IN RESPECT OF EACH U.S. $1,000 PRINCIPAL AMOUNT OF EACH CLASS OF NOTES
(ROUNDED TO THE NEAREST CENT, WITH HALF A CENT BEING ROUNDED UPWARD) ON THE
RELATED PAYMENT DATE, AND SHALL COMMUNICATE SUCH RATES AND AMOUNTS TO THE
ISSUER, THE CO-
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ISSUER, THE TRUSTEE, THE COLLATERAL MANAGER, THE PAYING AGENT, EACH HEDGE
COUNTERPARTY AND, IF ANY CLASS A NOTE IS IN THE FORM OF A REGULATION S GLOBAL
SECURITY, TO EUROCLEAR AND CLEARSTREAM, LUXEMBOURG.
THE CALCULATION AGENT SHALL
ALSO SPECIFY TO THE ISSUER AND THE CO-ISSUER THE QUOTATIONS UPON WHICH LIBOR IS
BASED, AND IN ANY EVENT THE CALCULATION AGENT SHALL NOTIFY THE ISSUER AND THE
CO-ISSUER BEFORE 5:00 P.M. (NEW YORK TIME) ON EACH LIBOR DETERMINATION DATE IF
IT HAS NOT DETERMINED AND IS NOT IN THE PROCESS OF DETERMINING LIBOR AND THE
INTEREST DISTRIBUTION AMOUNTS FOR EACH CLASS OF NOTES, TOGETHER WITH THE REASONS
THEREFOR.
THE DETERMINATION OF THE CLASS A-1 RATE, CLASS A-2 RATE, THE CLASS
A-3 RATE, THE CLASS B-FL RATE, THE CLASS C-FL RATE, THE CLASS D RATE, THE CLASS
E RATE, THE CLASS F RATE, THE CLASS G-FL RATE AND THE CLASS H-FL RATE AND THE
RELATED CLASS A-1 INTEREST DISTRIBUTION AMOUNT, CLASS A-2 INTEREST DISTRIBUTION
AMOUNT, CLASS A-3 INTEREST DISTRIBUTION AMOUNT, CLASS B-FL INTEREST DISTRIBUTION
AMOUNT, CLASS C-FL INTEREST DISTRIBUTION AMOUNT, CLASS D INTEREST DISTRIBUTION
AMOUNT, CLASS E INTEREST DISTRIBUTION AMOUNT, CLASS F INTEREST DISTRIBUTION
AMOUNT, CLASS G-FL INTEREST DISTRIBUTION AMOUNT AND CLASS H-FL INTEREST
DISTRIBUTION AMOUNT, RESPECTIVELY, BY THE CALCULATION AGENT SHALL, ABSENT
MANIFEST ERROR, BE FINAL AND BINDING ON ALL PARTIES.
SECTION 7.15
CERTAIN TAX MATTERS REGARDING ASSETS.
(A)
THE COLLATERAL MANAGER, ON THE ISSUER'S BEHALF, SHALL NOT TAKE ANY
ACTION THAT WILL RESULT IN (I) THE ISSUER FAILING TO QUALIFY AS A QUALIFIED REIT
SUBSIDIARY FOR FEDERAL INCOME TAX PURPOSES (INCLUDING, BUT NOT LIMITED TO, (A)
THE ACQUISITION OF ANY ASSET IF THE OWNERSHIP OF SUCH ASSET WOULD CAUSE THE
ISSUER TO FAIL TO BE TREATED AS A QUALIFIED REIT SUBSIDIARY OR (B) AN ELECTION
TO TREAT THE ISSUER AS A "TAXABLE REIT SUBSIDIARY," (AS DEFINED IN SECTION
856(L) OF THE CODE) (II) OR GRAMERCY INVESTMENT FAILING TO BE A REIT FOR U.S.
FEDERAL INCOME TAX PURPOSES, UNLESS THE ISSUER HAS PREVIOUSLY RECEIVED AN
OPINION OF CADWALADER, WICKERSHAM & TAFT LLP OR OTHER NATIONALLY RECOGNIZED TAX
COUNSEL EXPERIENCED IN SUCH MATTERS OPINING THAT THE ISSUER WILL BE TREATED AS A