Section 12.16. Limitation of Liability
86
Section 12.17. Entire Agreement
87
Section 12.18. Construction
87
SCHEDULE 1.1.
List of Loan Parties
SCHEDULE 6.1.(b)
Ownership Structure - Part I: Subsidiaries; Part II: Unconsolidated Affiliates
SCHEDULE 6.1.(f)
Title to Properties; Liens - Part I: Properties; Part II: Liens
SCHEDULE 6.1.(g)
Indebtedness and Guaranties
SCHEDULE 6.1.(h)
Material Contracts
SCHEDULE 6.1.(i)
Litigation
SCHEDULE 6.1.(y)
Eligible and Identified Assets and Structured Finance Investments
EXHIBIT A
Form of Assignment and Acceptance Agreement
EXHIBIT B
Form of Notice of Continuation
iii
EXHIBIT C
Form of Notice of Conversion
EXHIBIT D
Form of Guaranty
EXHIBIT E
Form of Note
EXHIBIT F
Form of Opinion of Counsel
EXHIBIT G
Form of Compliance Certificate
iv
EXHIBIT A
FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT
THIS ASSIGNMENT AND ACCEPTANCE AGREEMENT dated as of
, 200
(the "Agreement") by and among
(the
"Assignor"),
(the "Assignee"), and
WACHOVIA BANK, NATIONAL ASSOCIATION, as Agent (the "Agent").
WHEREAS, the Assignor is a Lender under that certain Credit Agreement dated as
of January 24, 2007 (as amended, restated, supplemented or otherwise modified
from time to time, the "Credit Agreement"), by and among SL Green Operating
Partnership, L.P. (the "Borrower"), the financial institutions party thereto and
their assignees under Section 12.5. thereof (the "Lenders"), the Agent, and the
other parties thereto;
WHEREAS, the Assignor desires to assign to the Assignee, among other things, all
or a portion of the Assignor's Commitment under the Credit Agreement, all on the
terms and conditions set forth herein; and
WHEREAS, the Agent consents to such assignment on the terms and conditions set
forth herein;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which hereby are acknowledged by the parties hereto, the parties hereto
hereby agree as follows:
Section 1.
Assignment.
(a)
Subject to the terms and conditions of this Agreement and in
consideration of the payment to be made by the Assignee to the Assignor pursuant
to Section 2 of this Agreement, effective as of
, 200
(the
"Assignment Date"), the Assignor hereby irrevocably sells, transfers and assigns
to the Assignee, without recourse, a $
interest (such interest
being the "Assigned Commitment") in and to the Assignor's Commitment and all of
the other rights and obligations of the Assignor under the Credit Agreement, the
Assignor's Term Note and the other Loan Documents (representing
% in
respect of the aggregate amount of all Lenders' Commitments), including without
limitation, a principal amount of outstanding Term Loans equal to
$
and all voting rights of the Assignor associated with the
Assigned Commitment, all rights to receive interest on such amount of the Term
Loan assigned and all facility and other Fees with respect to the Assigned
Commitment and other rights of the Assignor under the Credit Agreement and the
other Loan Documents with respect to the Assigned Commitment.
The Assignee,
subject to the terms and conditions hereof, hereby assumes all obligations of
the Assignor as a Lender with respect to the Assigned Commitment, which
obligations shall include, but shall