Common use of Liquidity Tests Clause in Contracts

Liquidity Tests. (a) So long as the Issuer owns Related Future Advance Loans with respect to which the related Other Loans are held by Future Advance Holders, and the aggregate amount of the additional funding commitments related to such Other Loans is greater than $5,000,000, the Future Advance Holders’ combined Liquidity will be measured on each Quarterly Measurement Date (each such measurement, a Liquidity Test). If the Future Advance Holders’ combined Liquidity is less than $16,000,000 on any Quarterly Measurement Date on which the aggregate amount of the additional funding commitments related to such Other Loans is greater than $5,000,000, and the Future Advance Holders do not, within 30 calendar days, (i) increase their combined Liquidity to at least $16,000,000, (ii) obtain a Qualified Letter of Credit or a guarantee from an entity rated at least “A3” by ▇▇▇▇▇’▇ in an amount at least equal to the excess, if any, of $16,000,000 over their combined Liquidity, (iii) fund one or more accounts owned by the relevant Future Advance Holder(s) in an aggregate amount at least equal to the excess, if any, of $16,000,000 over their combined Liquidity, the only permitted withdrawals from which will be to satisfy the additional funding commitments of such Future Advance Holder(s) or to reimburse the Issuer for losses related to the failure of the Future Advance Holders to fund future advances in accordance with the terms of the related Mortgage Loan documents, or (iv) take some other action for which Rating Confirmation is obtained, a Liquidity Test Failure shall have occurred with respect to such Quarterly Measurement Date. For the avoidance of doubt, if the Future Advance Holders collectively take one of the actions described in clause (ii) or (iii) of the immediately preceding sentence following the occurrence of a Liquidity Test Failure, 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 applicable, at any time thereafter when their combined Liquidity is at least $16,000,000. (b) If a Liquidity Test Failure or a Future Funding Reserve Test Failure is not cured by the following Payment Date, Collateral Interest Collections available to be distributed to the PAA Issued Notes Paying Agent for distribution to the holders of the Income Notes instead will be deposited into the Suspense Account until any and all such failures are cured in accordance with Section 11.1(b). The Collateral Manager shall notify the Rating Agencies if a Liquidity Test Failure or Future Funding Reserve Test Failure occurs (and in connection therewith shall report to the Rating Agencies the amount of Liquidity or Future Funding Reserve Amount as of the date of such failure). In addition, amounts on deposit in the Suspense Account (or any portion thereof) will be released from the lien of the Indenture and paid (upon standing order of the Issuer) to the PAA Issued Note Paying Agent for distribution to the holders of the Income Notes (subject to and in accordance with the provisions of the Paying Agency Agreement) on any date on which the Liquidity Test and Future Funding Reserve Test would be satisfied after such release and payment.

Liquidity Tests. (a) So long as the Issuer owns Related Future Advance Loans with respect to which the related Other Loans are held by Future Advance Holders, and the aggregate amount of the additional funding commitments related to such Other Loans is greater than $5,000,000, the Future Advance Holders’ Gramercy Capital Corp.’s and GKK Capital LP’s combined Liquidity will be measured quarterly on each Payment Date (each such day, a “Quarterly Measurement Date (Date” and each such measurement, a “Liquidity Test”). If the Future Advance Holders’ Gramercy Capital Corp.’s and GKK Capital LP’s combined Liquidity (plus any amounts on deposit in the Suspense Account as a result of the operation of this Section 7.19(a)) is less than $16,000,000 20,000,000 on any Quarterly Measurement Date on or after the Quarterly Measurement Date in April 2007 on which the aggregate amount of the additional funding commitments related to such Other Loans is greater than $5,000,000, and the Future Advance Holders do Gramercy Capital Corp. and/or GKK Capital LP does not, within 30 calendar days, (i) increase their combined Liquidity (plus any amounts on deposit in the Suspense Account as a result of the operation of this Section 7.19(a)) to at least $16,000,00020,000,000, (ii) obtain a Qualified Letter of Credit or a guarantee from an entity rated at least “A-” by S&P and “A3” by ▇▇▇▇▇’▇ in an amount at least equal to the excess, if any, of $16,000,000 20,000,000 over their combined LiquidityLiquidity (plus any amounts on deposit in the Suspense Account as a result of the operation of this Section 7.19(a)), (iii) fund one or more accounts owned by the relevant Future Advance Holder(s) in an aggregate amount at least equal to the excess, if any, of $16,000,000 20,000,000 over their combined LiquidityLiquidity (plus any amounts on deposit in the Suspense Account as a result of the operation of this Section 7.19(a)), the only permitted withdrawals from which will be to satisfy the additional funding commitments of such Future Advance Holder(s) or to reimburse the Issuer for losses related to the failure of the Future Advance Holders to fund future advances in accordance with the terms of the related Mortgage Loan mortgage loan documents, or (iv) take some other action for which acceptable to the Rating Confirmation is obtainedAgencies, a “Liquidity Test Failure Failure” shall have occurred with respect to such Quarterly Measurement Date. If such Liquidity Test Failure is not cured by the following Payment Date, amounts available to be distributed to the Holders of the Preferred Shares pursuant to clause (34) of Section 11.1(a)(i) instead shall be deposited into the Suspense Account until the sum of Liquidity and all amounts on deposit in the Suspense Account as a result of the obligation of this Section 7.19(a) is equal to $20,000,000. The Collateral Manager shall notify the Rating Agencies if a Liquidity Test Failure occurs (and in connection therewith shall report to the Rating Agencies the amount of Liquidity as of the date of the Liquidity Test Failure). For the avoidance of doubt, if the Future Advance Holders collectively take Gramercy Capital Corp. and/or GKK Capital LP takes one of the actions described in clause (ii) or (iii) of the immediately preceding sentence following the occurrence of a Liquidity Test Failure, 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 applicablethe case may be, at any time thereafter when their combined Liquidity is at least $16,000,000. 20,000,000. Amounts on deposit in the Suspense Account (bor any portion thereof) If a Liquidity Test Failure or a Future Funding Reserve Test Failure is not cured by will be paid (upon standing order of the following Payment Date, Collateral Interest Collections available to be distributed Issuer) to the PAA Issued Notes Preferred Shares Paying Agent for deposit into the Preferred Shares Distribution Account for distribution to the holders of the Income Notes Preferred Shares as payments of 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 the Liquidity Test would be satisfied after such release and payment. (b) With respect to each Related Future Advance Loan described in clause (xxxvi)(A)(i) of the definition of Eligibility Criteria, on any Payment Date on which the aggregate amount of additional funding commitments related to Other Loans is greater than $5,000,000, if the related Participating Institution has failed to fund any future advance required to be funded by it in accordance with the terms of the related Other Loan and Gramercy Capital Corp. and/or GKK Capital LP has not, within 30 calendar days thereafter, (i) obtained a Qualified Letter of Credit or a guarantee from an entity rated at least “A-” by S&P and “A3” by ▇▇▇▇▇’▇ in an amount at least equal to $20,000,000, (ii) funded one or more accounts owned by the relevant Future Advance Holder(s) in an aggregate amount at least equal to $20,000,000, the only permitted withdrawals from which will be to satisfy the additional funding commitments of such Future Advance Holder(s) or to reimburse the Issuer for losses related to the failure of the Future Advance Holders to fund future advances in accordance with the terms of the related mortgage loan documents, or (iii) taken some other action acceptable to the Rating Agencies (any such event, a “Schedule P Failure”), amounts available to be distributed to the Holders of the Preferred Shares pursuant to clause (34) of Section 11.1(a)(i), up to an aggregate amount of $20,000,000 (the “Schedule P Failure Amount”), instead will shall be deposited into the Suspense Account until any and such time as all such failures are cured in accordance with to fund have been cured. Subject to Section 11.1(b7.19(a). The Collateral Manager shall notify the Rating Agencies if a Liquidity Test Failure or Future Funding Reserve Test Failure occurs (and in connection therewith shall report to the Rating Agencies the amount of Liquidity or Future Funding Reserve Amount as of the date of such failure). In addition, amounts on deposit in the Suspense Account (or any portion thereof) will be released from the lien of the Indenture and paid (upon standing order of the Issuer) to the PAA Issued Note Preferred Shares Paying Agent for deposit into the Preferred Shares Distribution Account for distribution to the holders of the Income Notes Preferred Shares as payments of 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 and Future Funding Reserve 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.