THE SHARES OF THE
PARENT THEN OUTSTANDING.
7.
NOTICES. ALL NOTICES, REQUESTS, DEMANDS AND OTHER COMMUNICATIONS
REQUIRED OR PERMITTED HEREUNDER SHALL BE IN WRITING AND MAILED, FAXED OR
DELIVERED BY HAND OR COURIER SERVICE:
(a)
If to the Company, to:
Gramercy Capital Corp.
420 Lexington Avenue
New York, New York 10170
Attention: Robert R. Foley
(b)
If to SL Green, to:
SL Green Operating Partnership, L.P.
420 Lexington Avenue
New York, New York 10170
Attention: Andrew S. Levine
8.
ENTIRE AGREEMENT. THIS AGREEMENT AND THE SECURITIES TRANSFER
AGREEMENT SUPERSEDE ALL PRIOR AND CONTEMPORANEOUS DISCUSSIONS AND AGREEMENTS,
BOTH WRITTEN AND ORAL, AMONG THE PARTIES WITH RESPECT TO THE SUBJECT MATTER OF
THIS AGREEMENT, THE SPECIAL SERVICING AGREEMENT (AS DEFINED IN THE SECURITIES
TRANSFER
3
AGREEMENT) AND THE SECURITIES TRANSFER AGREEMENT AND CONSTITUTE THE SOLE AND
ENTIRE AGREEMENT AMONG THE PARTIES TO THIS AGREEMENT WITH RESPECT TO THE SUBJECT
MATTER OF THIS AGREEMENT.
9.
AMENDMENT AND MODIFICATION. NEITHER THIS AGREEMENT NOR ANY OF THE
TERMS OR PROVISIONS HEREOF MAY BE CHANGED, SUPPLEMENTED, WAIVED OR MODIFIED
EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY THE PARTIES HERETO (OR IN THE CASE OF
A WAIVER, BY THE PARTY GRANTING SUCH WAIVER).
10.
COUNTERPARTS. THIS AGREEMENT MAY BE SIGNED IN ANY NUMBER OF
IDENTICAL COUNTERPARTS, EACH OF WHICH SHALL BE AN ORIGINAL (INCLUDING SIGNATURES
DELIVERED VIA FACSIMILE OR ELECTRONIC MAIL) WITH THE SAME EFFECT AS IF THE
SIGNATURES THERETO AND HERETO WERE UPON THE SAME INSTRUMENT.
THE PARTIES HERETO
MAY DELIVER THIS AGREEMENT AND THE OTHER DOCUMENTS REQUIRED TO CONSUMMATE THE
TRANSACTION CONTEMPLATED HEREIN BY FACSIMILE OR ELECTRONIC MAIL AND EACH PARTY
SHALL BE PERMITTED TO RELY UPON THE SIGNATURES SO TRANSMITTED TO THE SAME EXTENT
AND EFFECT AS IF THEY WERE ORIGINAL SIGNATURES.
THIS AGREEMENT SHALL BECOME
EFFECTIVE WHEN EACH PARTY HERETO SHALL HAVE RECEIVED A COUNTERPART HEREOF SIGNED
BY EACH OTHER PARTY HERETO.
11.
GOVERNING LAW. THIS AGREEMENT AND ALL QUESTIONS RELATING TO ITS
VALIDITY, INTERPRETATION, PERFORMANCE AND ENFORCEMENT SHALL BE GOVERNED BY,
CONSTRUED, INTERPRETED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE
STATE OF NEW YORK, WITHOUT REGARD TO ANY CONFLICTS OF LAWS PRINCIPLES THEREOF.
12.
INVALID PROVISIONS. IF ANY PROVISION OF THIS AGREEMENT IS HELD TO
BE ILLEGAL, INVALID OR UNENFORCEABLE UNDER ANY PRESENT OR FUTURE LAW, AND IF THE
RIGHTS OR OBLIGATIONS OF ANY PARTY HERETO UNDER THIS AGREEMENT WILL NOT BE
MATERIALLY AND ADVERSELY AFFECTED THEREBY, (A) SUCH PROVISION WILL BE FULLY
SEVERABLE, (B) THIS AGREEMENT WILL BE CONSTRUED AND ENFORCED AS IF SUCH ILLEGAL,
INVALID OR UNENFORCEABLE PROVISION HAD NEVER COMPRISED A PART HEREOF, (C) THE
REMAINING PROVISIONS OF THIS AGREEMENT WILL REMAIN IN FULL FORCE AND EFFECT AND
WILL NOT BE AFFECTED BY THE ILLEGAL, INVALID OR UNENFORCEABLE PROVISION OR BY
ITS SEVERANCE HEREFROM AND (D) IN LIEU OF SUCH ILLEGAL, INVALID OR UNENFORCEABLE
PROVISION, THERE WILL BE ADDED AUTOMATICALLY AS A PART OF THIS AGREEMENT A
LEGAL, VALID AND ENFORCEABLE PROVISION AS SIMILAR IN TERMS TO SUCH ILLEGAL,
INVALID OR UNENFORCEABLE PROVISION AS MAY