Exhibit 10.4


 


EXECUTION COPY


 


TERMINATION OF AMENDED AND RESTATED


ASSET SERVICING AGREEMENT


 


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”).


 


Reference is made to that
certain Amended and Restated Asset Servicing Agreement (the “Asset Servicing
Agreement”), dated as of April 19, 2006, made by and between the Manager and
the Servicer.  Upon executing this
document below, the undersigned parties to the Asset Servicing Agreement hereby
acknowledge and agree that such Asset Servicing Agreement has been terminated
in its entirety and shall no longer be in force or effect as of September 30,
2008 and all obligations of the undersigned parties thereunder or relating
thereto have been satisfied in full and no payment of any fees, expenses or
other amounts are payable thereunder.


 


Each party expressly acknowledges
and agrees that to the extent the Servicer acts as a special servicer or
sub-servicer to a special servicer for the Manager or Gramercy Capital Corp., a
Maryland corporation (the “Company”), or any of its subsidiaries, such
arrangement or agreements are hereby terminated and shall no longer be in force
or effect as of September 30, 2008 and all obligations of the parties
thereunder or relating thereto have been satisfied in full and no payment of
any fees, expenses or other amounts are payable thereunder.


 


Each party further acknowledges
and agrees that any servicing fees incurred by the Company or any of its
subsidiaries hereafter and owed to third-party loan servicers, shall be the
responsibility of the Company and paid by the Company directly to such
third-party loan servicers.


 


This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns.


 


This Agreement may be executed
and delivered via facsimile in separate counterparts, each of which, when so
executed and delivered, shall be deemed an original and all of which taken
together shall constitute one and the same agreement.


 


THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.


 


(Remainder of Page Intentionally Left Blank)


 

















 


IN WITNESS WHEREOF, the undersigned parties have executed this
Agreement as of the date first written above.


 


	
   

  	
  GKK MANAGER LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Andrew
  S. Levine

  
	
   

  	
   

  	
  Name: Andrew
  S. Levine

  
	
   

  	
   

  	
  Title:  
  Chief Legal Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SLG GRAMERCY SERVICES LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Andrew
  S. Levine

  
	
   

  	
   

  	
  Name: Andrew
  S. Levine

  
	
   

  	
   

  	
  Title:  
  Chief Legal Officer

  



 


 


Acknowledged and Agreed:


 


GRAMERCY
CAPITAL CORP.


 


	
  By:

  	
  /s/ Robert
  R. Foley

  	
   

  
	
   

  	
  Name: Robert
  R. Foley

  	
   

  
	
   

  	
  Title:   Chief Operating Officer