SL GREEN REALTY CORP., WHO INDIRECTLY OWNS INTERESTS
IN PURCHASER, IS A PUBLIC COMPANY AND, ACCORDINGLY, SELLER ACKNOWLEDGES AND
AGREES THAT PURCHASER OR SL GREEN REALTY CORP. MAY DISCLOSE IN PRESS RELEASES,
FILINGS WITH GOVERNMENTAL AUTHORITIES, FINANCIAL STATEMENTS AND/OR OTHER
COMMUNICATIONS SUCH INFORMATION REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY
AS MAY BE NECESSARY OR ADVISABLE UNDER SECURITIES LAWS, INCLUDING WITHOUT
LIMITATION, THE SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES EXCHANGE ACT
OF 1934, AS AMENDED, AND ANY, RULES OR REGULATIONS THEREUNDER, GAAP OR OTHER
ACCOUNTING RULES OR PROCEDURES OR SL GREEN REALTY CORP.'S PRIOR CUSTOM, PRACTICE
OR PROCEDURE.
(D)
THE PROVISIONS OF SECTION 34(A) SHALL SURVIVE THE TERMINATION OF
THIS AGREEMENT AND THE PROVISIONS OF SECTION 34(B) SHALL SURVIVE THE TERMINATION
HEREOF OR THE CLOSING.
35.
INTENTIONALLY DELETED
36.
MISCELLANEOUS
(A)
THIS AGREEMENT MAY BE EXECUTED IN MULTIPLE COUNTERPARTS, EACH OF
WHICH SHALL BE DEEMED AN ORIGINAL AND TOGETHER CONSTITUTE ONE AND THE SAME
INSTRUMENT.
38
(B)
ANY CONSENT OR APPROVAL TO BE GIVEN HEREUNDER (WHETHER BY SELLER
OR PURCHASER) SHALL NOT BE EFFECTIVE UNLESS THE SAME SHALL BE GIVEN IN ADVANCE
OF THE TAKING OF THE ACTION FOR WHICH CONSENT OR APPROVAL IS REQUESTED AND SHALL
BE IN WRITING.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, ANY CONSENT OR
APPROVAL REQUESTED OF SELLER OR PURCHASER MAY BE WITHHELD BY SELLER OR PURCHASER
IN ITS SOLE AND ABSOLUTE DISCRETION.
(C)
THE AGREEMENTS CONTAINED HEREIN SHALL NOT BE CONSTRUED IN FAVOR OF
OR AGAINST EITHER PARTY, BUT SHALL BE CONSTRUED AS IF BOTH PARTIES PREPARED THIS
AGREEMENT.
(D)
THE PROVISIONS OF THIS SECTION 36 SHALL SURVIVE THE CLOSING OR THE
TERMINATION HEREOF.
37.
BIFURCATION; SHARED SYSTEMS
(A)
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS
AGREEMENT, PURCHASER SHALL HAVE THE RIGHT AT OR BEFORE CLOSING, AND AT NO COST
TO SELLER, TO DESIGNATE DIFFERENT GRANTEES FOR EACH BUILDING COMPRISING THE
PREMISES (I.E., ONE GRANTEE FOR THE PROPERTY COMMONLY KNOWN AS 750 THIRD AVENUE,
NEW YORK, NEW YORK (THE "750 PROPERTY"), AND A DIFFERENT GRANTEE FOR THE
PROPERTY COMMONLY KNOWN AS 485 LEXINGTON AVENUE, NEW YORK, NEW YORK (THE "485
PROPERTY")), PROVIDED SL GREEN REALTY CORP. (I) PROVIDES, DIRECTLY OR
INDIRECTLY, AT LEAST THIRTY FIVE PERCENT (35%) OF THE TOTAL EQUITY NECESSARY TO
CLOSE THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT AND (II) DIRECTS THE
DAY-TO-DAY MANAGEMENT OF EACH SUCH GRANTEE AND WHOSE CONSENT IS NECESSARY FOR
MAJOR DECISIONS OF EACH SUCH GRANTEE.
IF PURCHASER EXERCISES THE FOREGOING
OPTION, THE GRANTEES, COLLECTIVELY, SHALL BE CONSIDERED "PURCHASER" FOR PURPOSES
OF THIS AGREEMENT.
(B)
AT ALL TIMES PRIOR TO THE MASTER LEASE TERMINATION DATE, SELLER
SHALL COOPERATE WITH PURCHASER TO CREATE ALL EASEMENTS AND RESTRICTIVE COVENANTS
WHICH PURCHASER REASONABLY DEEMS NECESSARY OR DESIRABLE FOR SHARED EQUIPMENT AND
FACILITIES TO CONTINUE TO OPERATE BOTH THE 750 PROPERTY AND THE 485 PROPERTY
SUBSTANTIALLY AS PRESENTLY OPERATED BY SELLER.
PRIOR TO THE CLOSING DATE,
SELLER SHALL COOPERATE WITH PURCHASER IN PURCHASER'S EFFORTS, IF ANY, TO
SEPARATELY FINANCE THE ACQUISITION OF THE 750 PROPERTY AND THE 485 PROPERTY,
INCLUDING