0001104659-08-067314 Sample Contracts

SECOND AMENDED AND RESTATED MANAGEMENT AGREEMENT
Management Agreement • October 31st, 2008 • Sl Green Realty Corp • Real estate investment trusts • New York

THIS SECOND AMENDED AND RESTATED MANAGEMENT AGREEMENT is made as of October 27, 2008 (this “Agreement”) by and between Gramercy Capital Corp., a Maryland corporation (the “Parent”), GKK Capital LP, a Delaware limited partnership (the “Operating Partnership” and with the Parent and Subsidiaries and other entities controlled by either of them, the “Company”), and GKK Manager LLC, a Delaware limited liability company (the “Manager”).

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TERMINATION OF AMENDED AND RESTATED OUTSOURCE AGREEMENT
Outsource Agreement • October 31st, 2008 • Sl Green Realty Corp • Real estate investment trusts • New York

This Termination of Amended and Restated Outsource Agreement (this “Agreement”), dated as of October 27, 2008, is made by and between GKK Manager LLC, a Delaware limited liability company (the “Manager”), and SL Green Operating Partnership, L.P., a Delaware limited liability company (“SL Green”).

TERMINATION OF AMENDED AND RESTATED ASSET SERVICING AGREEMENT
Asset Servicing Agreement • October 31st, 2008 • Sl Green Realty Corp • Real estate investment trusts • New York

This Termination of Amended and Restated Asset Servicing Agreement (this “Agreement”), dated as of October 27, 2008, is made by and between GKK Manager LLC, a Delaware limited liability company (the “Manager”), and SLG Gramercy Services LLC, a Delaware limited liability company (the “Servicer”).

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