AMENDED, 42 U.S.C. SECTIONS 6901-6992K, THE EMERGENCY PLANNING
AND COMMUNITY RIGHT-TO-KNOW ACT OF 1986, 42 U.S.C. 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.
15
(B) REPRESENTATIONS AND WARRANTIES BY THE MANAGER. THE MANAGER REPRESENTS AND
WARRANTS TO ML&CO, AND AGREES WITH, ML&CO THAT AS OF THE DATE OF THIS AGREEMENT
AND AS OF EACHCATION 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, WHETHER BY REASON OF THE OWNERSHIP OR LEASING OF PROPERTY OR THE
CONDUCT OF BUSINESS, EXCEPT WHERE THE FAILURE SO TO QUALIFY