Common use of Overriding Provision Clause in Contracts

Overriding Provision. (a) Notwithstanding the foregoing provisions of this Article XVII, Borrower agrees and acknowledges that Gramercy Warehouse Funding I LLC (“GWF”) shall have the right, without notice to or the consent of Borrower, to transfer or assign the Loan or any interest therein to any Affiliate of GWF or of Gramercy Capital Corp. (“GKK”) including, but not limited to, G▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇-▇, ▇▇▇▇▇▇▇▇ Real Estate CDO 2006-1, and Gramercy Real Estate CDO 2007-1 LLC (each a “CDO”), which CDO is currently managed by GKK Manager LLC, an affiliate of GKK, and that GKK Manager LLC intends to remain the manager of the CDO following such transfer. (b) However, Borrower expressly acknowledges that, as a result of (a) the enforcement of the provisions of one or more documents to which such CDO is a party or by which it is bound, including, but not limited to, the documents governing the CDO and/or any financing documents to which it is a party or (b) any action taken by the holders of the Securities issued by the CDO, in each case without the consent or approval of GKK, GKK may be removed as a manager or special servicer of the CDO and in such a case, GKK may be divested of the power to direct or cause the direction of the management of the Loan, which divestiture shall not give rise to any rights of Borrower or obligations of Lender hereunder. (c) Except as set forth in the preceding clauses (a) and (b), Borrower and Lender agree and acknowledge that GWF or any successor Lender shall be permitted to transfer or assign the Loan or any interest therein to any Person that is not an Affiliate of GKK only if (i) GKK or an Affiliate of GKK retains the power to direct or cause the direction of the management of the Loan (which shall include making decisions with respect to the determination of the FMV (as defined in the Note) and the marketing of the Projects, as contemplated in the Note), in which case neither notice to nor consent of Borrower shall be required or (ii) in the event that Lender does not retain the power described in the immediately preceding clause (i), Lender obtains Borrower’s consent to such transfer or assignment, which consent Borrower agrees it will not unreasonably withhold, condition or delay. (d) Lender acknowledges that its rights under Article XVII shall be limited to the extent set forth in this Section 17.09.