A RESULT OF SUCH INCREASE OF CAPITAL.
IN DETERMINING SUCH ADDITIONAL AMOUNTS, THE AGENT WILL ACT REASONABLY AND IN
GOOD FAITH AND WILL USE AVERAGING AND ATTRIBUTION METHODS WHICH ARE REASONABLE
AND CONSISTENT WITH ITS POLICIES AND THE POLICIES OF ITS HOLDING COMPANY WITH
RESPECT TO CAPITAL ADEQUACY, PROVIDED THAT THE AGENT'S DETERMINATION OF
COMPENSATION OWING UNDER THIS SECTION 13.18(B) SHALL, ABSENT MANIFEST ERROR, BE
FINAL AND CONCLUSIVE AND BINDING ON ALL THE PARTIES HERETO.
THE AGENT, UPON
DETERMINING THAT ANY ADDITIONAL AMOUNTS WILL BE PAYABLE PURSUANT TO THIS
SECTION 13.18(B), WILL GIVE PROMPT WRITTEN NOTICE THEREOF TO THE SELLERS, WHICH
NOTICE SHALL SHOW THE BASIS FOR CALCULATION OF SUCH ADDITIONAL AMOUNTS, ALTHOUGH
THE FAILURE TO GIVE ANY SUCH NOTICE SHALL NOT, SUBJECT TO SECTION 13.18(D),
RELEASE OR DIMINISH ANY OF THE SELLER'S OBLIGATIONS TO PAY OR CAUSE THE PAYMENT
OF ADDITIONAL AMOUNTS PURSUANT TO THIS SECTION 13.18(B).
(C)
IN THE EVENT THAT THE AGENT SHALL DETERMINE (WHICH DETERMINATION
SHALL, ABSENT MANIFEST ERROR, BE FINAL AND CONCLUSIVE AND BINDING ON ALL THE
PARTIES HERETO) AT ANY TIME THAT BY REASON OF REGULATION D THE BUYERS ARE
REQUIRED TO MAINTAIN RESERVES IN RESPECT OF ANY LIABILITIES DURING ANY PERIOD
THAT IT HAS A TRANSACTION, THE PRICING RATE APPLICABLE TO WHICH IS BASED UPON
THE EURODOLLAR RATE, OUTSTANDING (EACH SUCH PERIOD, A "EUROCURRENCY RESERVE
PERIOD"), THEN THE AGENT SHALL PROMPTLY GIVE NOTICE (BY TELEPHONE CONFIRMED IN
WRITING) TO THE SELLERS OF SUCH DETERMINATION SPECIFYING THE ADDITIONAL AMOUNTS
REQUIRED TO INDEMNIFY THE BUYERS AGAINST THE COST OF MAINTAINING SUCH RESERVES
(SUCH WRITTEN NOTICE TO PROVIDE A COMPUTATION OF SUCH ADDITIONAL AMOUNTS), AND
THE SELLERS SHALL DIRECTLY PAY TO THE AGENT, FOR THE BENEFIT OF THE BUYERS, SUCH
SPECIFIED AMOUNTS AS ADDITIONAL INTEREST AT THE TIME THAT IT IS OTHERWISE
REQUIRED TO PAY INTEREST IN RESPECT OF SUCH TRANSACTION OR, IF LATER DEMANDED BY
THE AGENT, PROMPTLY ON DEMAND.
THE AGENT AGREES THAT IF IT GIVES NOTICE TO THE
SELLERS OF THE EXISTENCE OF A EUROCURRENCY RESERVE PERIOD, IT SHALL PROMPTLY
NOTIFY THE SELLERS OF ANY TERMINATION THEREOF, AT WHICH TIME THE SELLERS SHALL
CEASE TO BE OBLIGATED TO PAY ADDITIONAL PRICE DIFFERENTIAL TO THE AGENT PURSUANT
TO THE FIRST SENTENCE OF THIS SECTION 13.18(C) UNTIL SUCH TIME, IF ANY, AS A
SUBSEQUENT EUROCURRENCY RESERVE PERIOD SHALL OCCUR.
99
Section 13.19
Intended Third Party Beneficiaries.
Each Affiliated Hedge
Counterparty is an intended third party beneficiary of Sections 5.01 and 6.01 of
this Agreement and no provision set forth in any such Section (including in any
related definition) shall be amended or otherwise modified without the written
consent of each Affiliated Hedge Counterparty.
[SIGNATURES FOLLOW]
100
IN WITNESS WHEREOF, the parties have entered into this Agreement as of the date
set forth above.
GRAMERCY WAREHOUSE FUNDING I LLC, a Delaware limited liability company, as a
Seller
By: Gramercy Investment Trust, a Maryland real estate investment trust, its sole
member and manager
By:
Name:
Title:
Address for Notices:
420 Lexington Avenue
New York, New