Exhibit 10.49
OUTSOURCE AGREEMENT
THIS OUTSOURCE AGREEMENT (this
“Agreement”), dated as of August 2, 2004, is made by
and between GKK Manager LLC, a Delaware limited liability company
(the “Manager”), and SL Green Operating Partnership,
L.P., a Maryland limited partnership (“SL
Green”).
RECITALS
WHEREAS, Manager provides certain
management services to Gramercy Capital Corp. (the
“Parent”) and GKK Capital LP (the “Operating
Partnership” and collectively with the Parent, the
“Company”) pursuant to that certain Management
Agreement, dated as of the date hereof (the “Management
Agreement”), by and among the Company and the
Manager;
WHEREAS, Manager desires to avail
itself of the experience, advice and assistance of SL Green to
provide various services related to the Parent’s obligations
as a publicly registered and traded company; and
WHEREAS, SL Green is willing to
perform the services described below on the terms and conditions
hereinafter set forth.
WHEREAS, the Company has agreed in
the Management Agreement to reimburse Manager for certain Expenses
(as defined in the Management Agreement) incurred in connection
with the Services obtained from SL Green or other third party
service providers.
AGREEMENT
NOW THEREFORE, in consideration of
the mutual agreements herein set forth and intending to be legally
bound, the parties hereto agree as follow:
1.
Services . SL Green agrees to provide the
following services (the “Services”) to the Manager upon
its request:
(1)
assisting the Company in complying with all regulatory
requirements, including, but not limited to, any filings, periodic
reporting, and communications, applicable to the Company required
under the Securities Act of 1933, as amended;
(2)
assisting the Company in complying with all regulatory requirements
applicable to the Company in respect of its business activities,
including preparing or causing to be prepared all financial
statements required under applicable regulations and all reports
and documents, if any, required under the Securities Exchange Act
of 1934, as amended;
(3)
assisting the Company in complying with all regulatory requirements
applicable to the Company required by the New York Stock
Exchange;
(4)
assisting the Company with all regulatory requirements applicable
to the Company required by the Sarbanes-Oxley Act of
2002;
