capacity(ies), and that by his/her their signature(s) on the instrument, the
individual(s), or the person upon behalf of which the individual(s) acted,
executed the instrument.
Notary Public
42
EXHIBIT A
TO ASSIGNMENT AND ASSUMPTION OF LEASE AND SECURITY DEPOSIT
43
EXHIBIT Z
(Assignment and Assumption of Services Contracts)
ASSIGNMENT AND ASSUMPTION OF CONTRACTS
KNOW THAT 625 MADISON AVENUE ASSOCIATES, L.P., a New York limited partnership,
having an address at 625 Madison Avenue, Suite 10B, New York, New York 10022
("Assignor"), in consideration of the sum of TEN ($10.00) DOLLARS and other good
and valuable consideration in hand paid by GREEN 625 LESSEE LLC, a Delaware
limited liability company, having an address at 420 Lexington Avenue, New York,
New York 10170 ("Assignee"), the receipt and sufficiency whereof is hereby
acknowledged, does hereby convey, grant, transfer, set over and assign to
Assignee all right, title and interest of Assignor in and to:
1.
THE SERVICE CONTRACTS (THE "SERVICE
CONTRACTS") SET FORTH ON EXHIBIT A ANNEXED HERETO AND MADE A PART HEREOF WITH
REGARD TO THE PREMISES LOCATED IN THE CITY OF NEW YORK, COUNTY OF NEW YORK AND
STATE OF NEW YORK, KNOWN AS 625 MADISON AVENUE, NEW YORK, NEW YORK
(COLLECTIVELY, THE "PREMISES");
TO HAVE AND TO HOLD THE SAME UNTO ASSIGNEE, ITS SUCCESSORS AND ASSIGNS FROM THE
DATE HEREOF, SUBJECT TO THE TERMS, CONDITIONS AND PROVISIONS OF THE CONTRACTS.
THIS ASSIGNMENT IS MADE WITHOUT RECOURSE AGAINST ASSIGNOR OR TRANSFERORS (AS
DEFINED IN THAT CERTAIN PURCHASE, SALE AND CONTRIBUTION AGREEMENT (THE
"CONTRACT"), DATED AS OF AUGUST
, 2004, AMONG ASSIGNOR, CERTAIN BENEFICIAL
OWNERS OF ASSIGNOR ("TRANSFERORS") AND SL GREEN OPERATING PARTNERSHIP, L.P. (A
BENEFICIAL OWNER OF ASSIGNEE)) OF ANY KIND OR NATURE WHATSOEVER, EXCEPT AS
PROVIDED IN THE CONTRACT.
This Assignment and Assumption is made without covenants, warranty or
representation, express or implied, by Assignor or Transferors of any kind or
nature whatsoever, except as provided in the Contract.
Assignee hereby assumes and will perform and observe all of the terms, covenants
and conditions contained in the Service Contracts on the Assignor's part to be
performed and observed arising on or after the date hereof,
44
EXHIBIT AA
(Assignment and Assumption of Membership Interests)
ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTS
KNOW ALL MEN BY THESE PRESENTS, that
(the "Assignor"), in
consideration of the sum of TEN DOLLARS ($10.00) and other good and valuable
consideration in hand paid by SL GREEN OPERATING PARTNERSHIP, L.P., a Delaware
limited partnership, having an address at 420 Lexington Avenue, New York, New
York 10170 ("Assignee"), the receipt and sufficiency whereof is hereby
acknowledged, does hereby convey, grant, transfer, set over and assign to
Assignee all of Assignor's legal and beneficial ownership interest in
% of
the membership interests (the "Membership Interests") in GREEN 625 LESSEE LLC, a
Delaware limited liability company (the "Company", including, without
limitation, all of [his, her or its] right, title and interest in the assets,
capital, profits, losses, gains, credits, deductions and other allocations, cash
flow, and other distributions