FROM THE DATE HEREOF (THE "MIS TERM").
IN FULL CONSIDERATION FOR SL GREEN'S
OBLIGATIONS PURSUANT TO THIS SECTION 1, DURING THE MIS TERM, THE COMPANY SHALL
PAY SL GREEN OP A MONTHLY FEE OF $25,000 IN CASH (IN IMMEDIATELY AVAILABLE
FUNDS) (THE "MIS FEE").
THE MIS FEE SHALL BE PAID ON THE FIRST DAY OF EACH
CALENDAR MONTH DURING THE MIS TERM; PROVIDED, THAT THE FIRST PAYMENT SHALL BE
DUE ON THE DATE HEREOF AND ANY PAYMENT PAID DURING A CALENDAR MONTH WHERE MIS
SERVICES WILL BE PERFORMED FOR ONLY A PORTION OF THE CALENDAR MONTH SHALL BE
PRO-RATED FOR SUCH PARTIAL CALENDAR MONTH.
UPON 5 DAYS WRITTEN NOTICE, THE
COMPANY SHALL HAVE THE RIGHT TO
TERMINATE THIS SECTION 1 AND THE COMPANY SHALL
BE REFUNDED BY SL GREEN OP FOR THE PORTION OF THE MIS FEE THAT WAS PAID IN
RESPECT OF THE PERIOD OF TIME FOLLOWING SUCH TERMINATION.
IN THE EVENT THAT ANY
PORTION OF THE MIS FEE IS DUE AND OUTSTANDING FOR A PERIOD IN EXCESS OF 5 DAYS,
SL GREEN SHALL HAVE THE RIGHT TO TERMINATE THIS SECTION 1 WITHOUT ANY PRIOR
NOTICE.
(B)
THE PROVISION OF MIS SERVICES SHALL MEAN THAT SL GREEN SHALL
(I) COOPERATE WITH, AND ASSIST, THE COMPANY IN SEPARATING THE HELP DESK AND
TECHNICAL SUPPORT FUNCTIONS OF SL GREEN AND THE COMPANY, ASSIST WITH THE
TRANSFER TO THE COMPANY OF ALL MIS SUPPORT CENTER/HELPDESK FUNCTIONS PERFORMED
BY SL GREEN, AND ASSIST WITH THE TRANSFER TO SL GREEN OF ALL MIS SUPPORT
CENTER/HELPDESK FUNCTIONS PERFORMED BY THE COMPANY, (II) ASSIST WITH THE
TRANSFER OF ANY DATA OF THE COMPANY AND ITS SUBSIDIARIES FROM SL GREEN'S DATA
SERVERS TO THE COMPANY'S SERVERS, (III) ASSIST WITH THE
TRANSFER OF ANY DATA OF
SL GREEN AND ITS SUBSIDIARIES FROM THE COMPANY'S DATA SERVERS TO SL GREEN'S DATA
SERVERS AND (IV) PRIOR TO COMPLETION OF THE ITEMS SET FORTH IN CLAUSES
(I) THROUGH (III), PROVIDE SUBSTANTIALLY THE SAME MIS SERVICES TO THE COMPANY
AND ITS SUBSIDIARIES AS PROVIDED IMMEDIATELY PRIOR TO THE DATE HEREOF.
2.
REIT STATUS. THE PARENT SHALL USE ITS BEST EFFORTS TO OPERATE AS
A REAL ESTATE INVESTMENT TRUST (A "REIT") UNDER SECTION 856 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE") DURING EACH TAXABLE YEAR.
3.
PROTECTIVE TRS ELECTION. THE PARENT SHALL MAKE AN ANNUAL
PROTECTIVE ELECTION JOINTLY WITH SLG FOR THE PARENT TO BE A "TAXABLE REIT
SUBSIDIARY," AS DEFINED IN SECTION 856(L)(1) OF THE CODE, OF SLG BY EXECUTING AN
INTERNAL REVENUE SERVICE FORM 8875 (OR ANY SUCCESSOR FORM), WHICH ELECTION SHALL
STATE THAT IT IS TO BE EFFECTIVE ONLY IF THE PARENT DOES NOT QUALIFY AS A REIT
FOR ANY PERIOD COVERED BY SUCH ELECTION. THE PARENT SHALL DELIVER SUCH EXECUTED
FORM TO SLG WITH RESPECT TO EACH YEAR NO LATER THAN JANUARY 21 OF EACH YEAR FOR
EXECUTION AND FILING BY SLG.
4.
LEGAL OPINION. NOT LATER THAN JANUARY 21 OF EACH YEAR, THE
PARENT, AT ITS COST, SHALL CAUSE ITS TAX COUNSEL, WHICH SHALL