PLANNING
AND COMMUNITY RIGHT-TO-KNOW ACT OF 1986, 42 U.S.C.
16
SECTIONS 11001-11050, THE TOXIC SUBSTANCES CONTROL ACT, 15 U.S.C. SECTIONS
2601-2671, THE FEDERAL INSECTICIDE, FUNGICIDE AND RODENTICIDE ACT, 7 U.S.C.
SECTIONS 136-136Y, THE CLEAN AIR ACT, 42 U.S.C. SECTIONS 7401-7642, THE CLEAN
WATER ACT (FEDERAL WATER POLLUTION CONTROL ACT), 33 U.S.C. SECTIONS 1251-1387,
THE SAFE DRINKING WATER ACT, 42 U.S.C. SECTIONS 300F-330J-26, AND THE
OCCUPATIONAL SAFETY AND HEALTH ACT, 29 U.S.C. SECTIONS 651-678, AS ANY OF THE
ABOVE STATUTES MAY BE AMENDED FROM TIME TO TIME, AND IN THE REGULATIONS
PROMULGATED PURSUANT TO EACH OF THE FOREGOING (INDIVIDUALLY, AN "ENVIRONMENTAL
STATUTE") OR BY ANY GOVERNMENTAL AUTHORITY.
(39)
COMPLIANCE WITH ADA. THE COMPANY AND ITS
SUBSIDIARIES AND EACH REAL PROPERTY ARE CURRENTLY IN COMPLIANCE WITH ALL
PRESENTLY APPLICABLE PROVISIONS OF THE AMERICANS WITH DISABILITIES ACT, AS
AMENDED, EXCEPT FOR ANY SUCH NON-COMPLIANCE THAT WOULD NOT, INDIVIDUALLY OR IN
AGGREGATE, REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
(40)
SARBANES-OXLEY ACT. THE COMPANY AND EACH OF THE
COMPANY'S DIRECTORS AND OFFICERS, IN THEIR CAPACITIES AS SUCH, ARE IN FULL
COMPLIANCE WITH ALL APPLICABLE PROVISIONS OF THE SARBANES-OXLEY ACT AND THE
RULES AND REGULATIONS PROMULGATED IN CONNECTION THEREWITH, INCLUDING SECTION 402
RELATED TO LOANS AND SECTIONS 302 AND 906 RELATED TO CERTIFICATIONS.
(41)
S-3 ELIGIBILITY. THE CONDITIONS FOR THE USE BY
THE COMPANY OF A REGISTRATION STATEMENT ON FORM S-3 HAVE BEEN SATISFIED AND THE
COMPANY IS ENTITLED TO USE SUCH FORM FOR THE TRANSACTIONS CONTEMPLATED HEREIN.
(B) REPRESENTATIONS AND WARRANTIES BY THE MANAGER. THE MANAGER REPRESENTS AND
WARRANTS TO CF&CO, AND AGREES WITH, CF&CO THAT AS OF THE DATE OF THIS AGREEMENT
AND AS OF EACH REPRESENTATION DATE (AS DEFINED IN SECTION 7(M) BELOW) ON WHICH A
CERTIFICATE IS REQUIRED TO BE DELIVERED PURSUANT TO SECTION 7(M) OF THIS
AGREEMENT, AS THE CASE MAY BE:
(1)
ACCURATE DISCLOSURE. THE INFORMATION
REGARDING THE MANAGER IN THE PROSPECTUS IS TRUE AND CORRECT IN ALL MATERIAL
RESPECTS.
(2)
GOOD STANDING OF THE MANAGER. THE MANAGER
HAS BEEN DULY FORMED AND IS VALIDLY EXISTING AS A LIMITED LIABILITY COMPANY IN
GOOD STANDING UNDER THE LAWS OF THE STATE OF DELAWARE AND HAS POWER AND
AUTHORITY TO OWN, LEASE AND OPERATE ITS PROPERTIES AND TO CONDUCT ITS BUSINESS
AS DESCRIBED IN THE PROSPECTUS AND TO ENTER INTO AND PERFORM ITS OBLIGATIONS
UNDER THIS AGREEMENT, THE MANAGEMENT AGREEMENT, THE AMENDED AND RESTATED ASSET
SERVICING AGREEMENT BETWEEN THE MANAGER AND SLG MANAGEMENT SERVICES LLC
EFFECTIVE AS OF APRIL 19, 2006 (THE "ASSET SERVICING AGREEMENT") AND THE AMENDED
AND RESTATED OUTSOURCE AGREEMENT BETWEEN THE MANAGER AND SL GREEN OPERATING
PARTNERSHIP, L.P. EFFECTIVE AS OF APRIL 19, 2006 (THE "OUTSOURCE AGREEMENT");
AND THE MANAGER IS DULY QUALIFIED AS A FOREIGN LIMITED LIABILITY COMPANY TO
TRANSACT BUSINESS AND IS IN GOOD STANDING IN EACH OTHER JURISDICTION IN WHICH
SUCH QUALIFICATION IS REQUIRED,
17
WHETHER BY REASON OF THE OWNERSHIP OR LEASING OF PROPERTY OR THE CONDUCT OF
BUSINESS, EXCEPT WHERE THE FAILURE SO TO QUALIFY OR TO BE IN