0001047469-04-021513 Sample Contracts

ORIGINATION AGREEMENT
Origination Agreement • June 23rd, 2004 • Gramercy Capital Corp • Real estate investment trusts • New York

THIS ORIGINATION AGREEMENT (this "Agreement"), dated as of [ ], 2004, is made by and between Gramercy Capital Corp., a Maryland corporation (the "Parent"), and SL Green Operating Partnership, L.P., a Maryland limited partnership ("SL Green OP" and, with its parent SL Green Realty Corp. and subsidiaries and other entities controlled by either of them, "SL Green").

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MANAGEMENT AGREEMENT
Management Agreement • June 23rd, 2004 • Gramercy Capital Corp • Real estate investment trusts • New York

THIS MANAGEMENT AGREEMENT is made as of [ ], 2004 (this "Agreement") by and between Gramercy Capital Corp., a Maryland corporation (the "Parent"), GKK Capital LP, a Maryland limited partnership (the "Operating Partnership" and with the Parent, collectively the "Company"), and GKK Manager LLC, a Delaware limited liability company (the "Manager").

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