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•	Combined reports enhance investors' understanding of the Company and the Operating Partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business;

•	Combined reports eliminate duplicative disclosure and provides a more streamlined and readable presentation since a substantial portion of the Company's disclosure applies to both the Company and the Operating Partnership; and

•	Combined reports create time and cost efficiencies through the preparation of one combined report instead of two separate reports.

•	consolidated financial statements;

•	the following notes to the consolidated financial statements:

◦	Note 11, Noncontrolling Interests on the Company’s Consolidated Financial Statements;

◦	Note 12, Stockholders' Equity of the Company;

◦	Note 13, Partners' Capital of the Operating Partnership;

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(1)	The weighted average occupancy for commercial properties represents the total occupied square feet divided by the total acquisition square footage.  The weighted average occupancy for residential properties represents the total occupied units divided by the total available units.

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(2)	As of September 30, 2016, we owned a building that was comprised of approximately 270,132 square feet (unaudited) of retail space and approximately 222,855 square feet (unaudited) of residential space. For the purpose of this report, we have included the building in the retail properties count and have bifurcated the square footage into the retail and residential components.

(3)	Includes the property at 400 East 57th Street, which is classified as held for sale at September 30, 2016.

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(1)	As of September 30, 2016 and December 31, 2015, $0.3 million and $0.2 million, respectively and $0.8 million and $0.1 million, respectively, of net intangible assets and net intangible liabilities, were reclassified to assets held for sale and liabilities related to assets held for sale.

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(1)	We are currently in the process of analyzing the purchase price allocation and, as such, we have not allocated any value to intangible assets such as above- and below-market lease or in-place leases.

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(1)

Based on our preliminary analysis of the purchase price, we had allocated $22.1 million and $41.0 million to land and building, respectively, at 187 Broadway and 5 & 7 Dey Street, $89.3 million and $165.8 million to land and building, respectively, at 110 Greene Street, $17.5 million and $32.5 million to land and building, respectively, at the Upper Eastside Residential Property, $849.9 million and $1.6 billion to land and building, respectively, at 11 Madison Avenue, and $6.1 million and $0.7 million to land and building, respectively, at 1640 Flatbush Avenue. The impact to our consolidated statement of operations for the nine months ended September 30, 2016 to adjust for the finalized purchase price allocations was $8.0 million in rental revenue for the amortization of aggregate below-market leases and $17.9 million of depreciation expense.

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(1)	Sales price represents the gross sales price for a property or the gross asset valuation for interests in a property.

(2)	The gain on sale for 248-252 Bedford Avenue and 388 Greenwich are net of $1.3 million and $1.6 million, respectively in employee compensation awards accrued in connection with the realization of the investment gain as a bonus to certain employees that were instrumental in realizing the gain on sale. Additionally, amounts do not include adjustments for expenses recorded in subsequent periods.

(3)

In February 2016, we closed on the sale of 885 Third Avenue. The sale did not meet the criteria for sale accounting and, as a result, the property remains on our consolidated balance sheet until the criteria is met. An estimated loss relating to the sale of $6.6 million was recorded in December 2015. We expect to meet the criteria for sale accounting in 2017 at which time we will recognize the sale and start recognizing investment income on our $135.0 million 5.75% senior equity investment in the property.

(4)	In August 2016, we sold an 40% interest in 11 Madison Avenue. The sale did not meet the criteria for sale accounting and, as a result, the property is being accounted for under the profit sharing method. See Note 6, "Investments in Unconsolidated Joint Ventures."

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(1)	Carrying value is net of discounts, premiums, original issue discounts and deferred origination fees.

(2)	Represents contractual maturity, excluding any unexercised extension options.

(3)	Carrying value is net of the following amounts that were participated out, which are included in other assets and other liabilities on the consolidated balance sheets as a result of the transfers not meeting the conditions for sale accounting: (a) $41.3 million, (b) $5.0 million, (c) $12.0 million, (d) $36.3 million, (e) $14.5 million, (f) $14.6 million, (g) $14.1 million, and (h) $5.1 million.

(4)	In September 2014, we acquired a $26.4 million mortgage loan at a $0.2 million discount and a $5.7 million junior mortgage participation at a $5.7 million discount. The junior mortgage participation was a nonperforming loan at acquisition and is currently on non-accrual status.

(5)	These loans were repaid in July 2016.

(6)	In April 2016, we closed on an option to acquire a 20% interest in the underlying asset at a previously agreed upon purchase option valuation, and our mezzanine loan was simultaneously repaid.

(7)	These loans were repaid in March 2016.

(8)	These loans were collateralized by defeasance securities.

(9)	In March 2016, the mortgage was sold.

(10)	In January 2016, the loans were modified. In March 2016, the mortgage was sold.

(11)	This loan was repaid in September 2016.

(12)	This loan was repaid in June 2016.

(13)	This loan was repaid in May 2016.

(14)	In March 2016, we contributed our interest in the loan in exchange for a joint venture interest which is now accounted for under the equity method of accounting. It is included in unconsolidated joint ventures on the consolidated balance sheets.

(15)	This loan was repaid in February 2016.

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(1)	Carrying value is net of deferred origination fees.

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(1)	Acquisition price represents the actual or implied gross purchase price for the joint venture, which is not adjusted for subsequent acquisitions of additional interests.

(2)	Our ownership percentage was reduced in the first quarter of 2016, from 77.78% to 11.67%, upon completion of the restructuring of the joint venture.

(3)	As a result of the sale of a condominium interest in September 2012, Young & Rubicam, Inc., or Y&R, owns floors three through eight at the property. Because the joint venture has an option to repurchase these floors, the gain associated with this sale was deferred.

(4)	The purchase price represents only the purchase of the 1552 Broadway interest which comprised approximately 13,045 square feet. The joint venture also owns a long-term leasehold interest in the retail space and certain other spaces at 1560 Broadway, which is adjacent to 1552 Broadway.

(5)	We hold a 32.28% interest in three retail and two residential units at the property and a 16.14% interest in three residential units at the property.

(6)

The joint venture owns a long-term leasehold interest in the retail space at 650 Fifth Avenue. In connection with the ground lease obligation, SLG provided a performance guaranty and our joint venture partner executed a contribution agreement to reflect its pro rata obligation. In the event the property is converted into a condominium unit and the landlord elects the purchase option, the joint venture shall be obligated to acquire the unit at the then fair value.

(7)	The joint venture owns two mezzanine notes secured by interests in the entity that owns 76 11th Avenue. The difference between our ownership interest and our economic interest results from our right to 50% of the total exit fee while each of our partners is entitled to receive 25% of the total exit fee.

(8)	The Company was granted an option to purchase the interest at an agreed upon valuation in July 2014 when it originated a $50.0 million mezzanine loan to the project's developer. The mezzanine loan was repaid prior to the closing of the Company's acquisition of its joint venture interest.

(9)

In August 2016, we closed on the sale of a 40% interest in 11 Madison. The sale did not meet the criteria for sale accounting and as a result the property is being accounted for under the profit sharing method. Under the profit sharing method the Company recognizes its share of the operations of the property and also recognizes the other partner's share of depreciation. Included in equity in net income from unconsolidated joint ventures is $4.7 million of depreciation for the three and nine months ended September 30, 2016 representing the other partner's share of depreciation. Included in Investment in Unconsolidated Joint Ventures at September 30, 2016 are $2.7 billion of assets net of $1.5 billion of liabilities, net of the $482.0 million consideration received at closing for this property. Sale accounting will be met upon the lender group consenting to certain modifications to the mortgage on the property which we expect

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(10)	The joint venture entered into a ground lease for the property commencing in October 2016.

(1)	The Company has the ability to convert this loan into an equity position starting in 2021 and the borrower is able to force this conversion in 2024.

(2)	We have an option to convert our loan to an equity interest subject to certain conditions. We have determined that our option to convert the loan to equity is not a derivative financial instrument pursuant to GAAP.

(1)	Represents implied gross valuation for the joint venture or sales price of the property.

(2)	Represents the Company's share of the gain. The gain on sale is net of $1.1 million employee compensation awards accrued in connection with the realization of these investment gains as a bonus to certain employees that were instrumental in realizing the gains on sale.

(3)	Our ownership percentage was reduced in the first quarter of 2016, from 77.78% to 11.67%, upon completion of the restructuring of the joint venture.

(4)	In connection with the sale of the property, we also recognized a promote of $10.8 million.

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(1)	Effective weighted average interest rate for the three months ended September 30, 2016, taking into account interest rate hedges in effect during the period.

(2)	These loans are comprised of a $300.0 million fixed rate mortgage loan and $355.3 million mezzanine loan. The mezzanine loan is subject to accretion based on the difference between contractual interest rate and contractual pay rate.

(3)	Amount is comprised of $13.2 million, $34.6 million, $140.3 million, and $176.1 million in fixed-rate mortgages that mature in April 2017, November 2017, August 2019, and June 2024, respectively.

(4)	In October 2016, the loan was extended to December 2017.

(5)	These loans are comprised of a $145.0 million mortgage loan and a $41.5 million mezzanine loan. As of September 30, 2016, $0.6 million of the mortgage loan and $0.5 million of the mezzanine loan were unfunded.

(6)	This loan has a committed amount of $190.0 million, of which $38.5 million was unfunded as of September 30, 2016.

(7)	We hold an 11.67% non-controlling interest in the joint venture and the property secures a two year $100.0 million loan, of which $77.0 million is currently outstanding.

(8)	This loan has a committed amount of $97.0 million, of which $32.0 million was unfunded as of September 30, 2016.

(9)	Amount is comprised of $55.3 million and $10.3 million in floating-rate mortgages that mature in June 2017 and December 2017, respectively.

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(1)	Effective weighted average interest rate for the quarter ended September 30, 2016, taking into account interest rate hedges in effect during the period.

(2)	We own a 51.0% controlling interest in the consolidated joint venture that is the borrower on this loan.

(3)	In October 2016, we closed on the sale of an interest in 400 East 57th Street. At September 30, 2016, this property was classified as a held for sale property and the related mortgage, net of deferred financing costs, net of amortization of $2.1 million, was included in liabilities related to assets held for sale.

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(4)

In connection with the acquisition of a commercial real estate property, the Operating Partnership issued $4.0 million, 3.75% Series J Preferred Units of limited partnership interest, or the Series J Preferred Units, with a mandatory liquidation preference of $1,000 per unit. The Series J Preferred Units are accounted for as debt because they can be redeemed in cash by the Operating Partnership on the earlier of (i) the date of the sale of the property or (ii) April 30, 2051 or at the option of the unitholders as provided for in the related agreement.

(5)	In February 2016, we closed on the sale of 885 Third Avenue. The sale did not meet the criteria for sale accounting and as a result the property remains on our consolidated balance sheet until the criteria is met. The maturity date of the mortgage on the property, which was assumed by the buyer, is July 2017.

(6)	In August 2016, we closed on the sale of a 40.0% interest on 11 Madison Avenue. This property is now classified within unconsolidated joint ventures.

(7)	In June 2016, we closed on the sale of 388-390 Greenwich Street. At March 31, 2016, this property was classified as a held for sale property and the related mortgage, net of deferred financing costs, net of amortization of $24.5 million, was included in liabilities related to assets held for sale.

(8)	In January 2016, the mortgage was repaid.

(9)

In September 2016, we closed on a $1.5 billion construction facility in connection with the development of One Vanderbilt Avenue. This facility bears interest at 350 basis points over 30-day LIBOR, with reductions based on meeting certain conditions, and has an initial five-year term with two one-year extension options. Advances under the loan are subject to incurred costs, funded equity, loan to value thresholds, and entering into construction contracts.

(10)	The property at 248-252 Bedford Avenue in Brooklyn, New York was sold in February 2016. At December 31, 2015 this property was held for sale and the related mortgage, net of deferred financing, net of amortization costs of $0.9 million, was included in liabilities related to assets held for sale.

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(1)	Interest on the senior unsecured notes is payable semi-annually with principal and unpaid interest due on the scheduled maturity dates.

(2)

Issued by the Operating Partnership. Interest on these exchangeable notes is payable semi-annually on April 15 and October 15. The notes had an initial exchange rate representing an exchange price that was set at a 30.0% premium to the last reported sale price of SL Green's common stock on October 6, 2010, or $85.81. The initial exchange rate is subject to adjustment under certain circumstances. The current exchange rate is 12.5697 shares of SL Green's common stock per $1,000 principal amount of these notes. The notes are senior unsecured obligations of the Operating Partnership and are exchangeable upon the occurrence of specified events and during the period beginning on the twenty-second scheduled trading day prior to the maturity date and ending on the second business day prior to the maturity date, into cash or a combination of cash and shares of SL Green's common stock, if any, at our option. As a result of meeting specified events (as defined in the Indenture Agreement), these notes became exchangeable commencing January 1, 2016 and remained exchangeable through March 31, 2016. The notes are guaranteed by ROP. On the issuance date, $78.3 million of the debt balance was recorded in equity. As of September 30, 2016, $14.2 million remained to be amortized into the debt balance.

(3)	Issued by the Company, the Operating Partnership and ROP, as co-obligors.

(4)	Balance was repaid in September 2016.

(5)	Issued by ROP, balance was repaid in March 2016.

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(1)

Amount reclassified from accumulated other comprehensive income (loss) is included in interest expense in the respective consolidated statements of operations. As of September 30, 2016 and December 31, 2015, the deferred net losses from these terminated hedges, which is included in accumulated other comprehensive loss relating to net unrealized loss on derivative instrument, was $8.1 million and $9.7 million, respectively.

(2)	Amount reclassified from accumulated other comprehensive income (loss) is included in equity in net income from unconsolidated joint ventures in the respective consolidated statements of operations.

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(1)	Amounts exclude net deferred financing costs.

(2)	At September 30, 2016, debt and preferred equity investments had an estimated fair value ranging between $1.5 billion and $1.6 billion. At December 31, 2015, debt and preferred equity investments had an estimated fair value ranging between $1.7 billion and $1.8 billion.

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(1)	The weighted average occupancy for commercial properties represents the total occupied square feet divided by total acquisition square footage.  The weighted average occupancy for residential properties represents the total occupied units divided by total available units.

(2)	As of September 30, 2016, we owned a building that was comprised of approximately 270,132 square feet (unaudited) of retail space and approximately 222,855 square feet (unaudited) of residential space. For the purpose of this report, we have included the building in the retail properties count and have bifurcated the square footage into the retail and residential components.

(3)	Includes the property at 400 East 57th Street, which is classified as held for sale at September 30, 2016.

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(1)	Annual initial base rent.

(2)	Escalated rent is calculated as total annual income less electric charges.

(3)	Includes expiring space, relocating tenants and move-outs where tenants vacated. Excludes lease expirations where tenants held over.

(4)	Average starting office rent excluding new tenants replacing vacancies was $59.69 per rentable square feet for 337,519 rentable square feet. Average starting office rent for office space (leased and early renewals, excluding new tenants replacing vacancies) was $73.22 per rentable square feet for 1,085,757 rentable square feet.

(5)	Average starting office rent excluding new tenants replacing vacancies was $39.50 per rentable square feet for 31,974 rentable square feet. Average starting office rent for office space (leased and early renewals, excluding new tenants replacing vacancies) was $35.40 per rentable square feet for 77,869 rentable square feet.

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(1)	Annual initial base rent.

(2)	Escalated rent is calculated as total annual income less electric charges.

(3)	Includes expiring space, relocating tenants and move-outs where tenants vacated. Excludes lease expirations where tenants held over.

(4)	Average starting office rent excluding new tenants replacing vacancies was $64.92 per rentable square feet for 685,017 rentable square feet. Average starting office rent for office space (leased and early renewals, excluding new tenants replacing vacancies) was $70.96 per rentable square feet for 2,363,982 rentable square feet.

(5)	Average starting office rent excluding new tenants replacing vacancies was $34.17 per rentable square feet for 134,535 rentable square feet. Average starting office rent for office space (leased and early renewals, excluding new tenants replacing vacancies) was $37.48 per rentable square feet for 380,812 rentable square feet.

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(1)	Cash flow from operations;

(2)	Cash on hand;

(3)	Borrowings under the 2012 credit facility;

(4)	Other forms of secured or unsecured financing;

(5)	Net proceeds from divestitures of properties and redemptions, participations and dispositions of debt and preferred equity investments; and

(6)	Proceeds from common or preferred equity or debt offerings by the Company, the Operating Partnership (including issuances of units of limited partnership interest in the Operating Partnership and Trust preferred securities) or ROP.

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(1)	Interest on the senior unsecured notes is payable semi-annually with principal and unpaid interest due on the scheduled maturity dates.

(2)

Issued by the Operating Partnership. Interest on these exchangeable notes is payable semi-annually on April 15 and October 15. The notes had an initial exchange rate representing an exchange price that was set at a 30.0% premium to the last reported sale price of SL Green's common stock on October 6, 2010, or $85.81. The initial exchange rate is subject to adjustment under certain circumstances. The current exchange rate is 12.5697 shares of SL Green's common stock per $1,000 principal amount of these notes. The notes are senior unsecured obligations of the Operating Partnership and are exchangeable upon the occurrence of specified events and during the period beginning on the twenty-second scheduled trading day prior to the maturity date and ending on the second business day prior to the maturity date, into cash or a combination of cash and shares of SL Green's common stock, if any, at our option. As a result of meeting specified events (as defined in the Indenture Agreement), these notes became exchangeable commencing January 1, 2016 and will remain exchangeable through September 30, 2016. The notes are guaranteed by ROP. On the issuance date, $78.3 million of the debt balance was recorded in equity. As of September 30, 2016, $14.2 million remained to be amortized into the debt balance.

(3)	Issued by the Company, the Operating Partnership and ROP, as co-obligors.

(4)	Balance was repaid in September 2016.

(5)	Issued by ROP, balance was repaid in March 2016.

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•	the effect of general economic, business and financial conditions, and their effect on the New York City real estate market in particular;

•	dependence upon certain geographic markets;

•	risks of real estate acquisitions, dispositions, developments and redevelopment, including the cost of construction delays and cost overruns;

•	risks relating to debt and preferred equity investments;

•	availability and creditworthiness of prospective tenants and borrowers;

•	bankruptcy or insolvency of a major tenant or a significant number of smaller tenants;

•	adverse changes in the real estate markets, including reduced demand for office space, increasing vacancy, and increasing availability of sublease space;

•	availability of capital (debt and equity);

•	unanticipated increases in financing and other costs, including a rise in interest rates;

•	our ability to comply with financial covenants in our debt instruments;

•	our ability to maintain its status as a REIT;

•	risks of investing through joint venture structures, including the fulfillment by our partners of their financial obligations;

•	the threat of terrorist attacks;

•	our ability to obtain adequate insurance coverage at a reasonable cost and the potential for losses in excess of our insurance coverage, including as a result of environmental contamination; and,

•	legislative, regulatory and/or safety requirements adversely affecting REITs and the real estate business including costs of compliance with the Americans with Disabilities Act, the Fair Housing Act and other similar laws and regulations.

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1.	Vesting.

A.

Vesting, Generally. Class O LTIP Units may, in the sole discretion of the General Partner, be issued subject to vesting, forfeiture and additional restrictions on transfer pursuant to the terms of a Vesting Agreement (as defined in Exhibit F-1). The terms of any Vesting Agreement may be modified by the General Partner from time to time in its sole discretion, subject to any restrictions on amendment imposed by the relevant Vesting Agreement or by the terms of any plan pursuant to which the Class O LTIP Units are issued, if applicable. Class O LTIP Units that have vested and are no longer subject to forfeiture under the terms of a Vesting Agreement are referred to as “Vested Class O LTIP Units”; all other Class O LTIP Units are referred to as “Unvested Class O LTIP Units.”  Subject to the terms of any Vesting Agreement, a holder of Class O LTIP Units shall be entitled to transfer his or her Class O LTIP Units to the same extent, and subject to the same restrictions as holders of Class A Units are entitled to transfer their Class A Units pursuant to Article XI of the Agreement.

B.

Forfeiture or Transfer of Unvested Class O LTIP Units. Unless otherwise specified in the relevant Vesting Agreement, upon the occurrence of any event specified in a Vesting Agreement as resulting in either the forfeiture of any Class O LTIP Units, or the right of the Partnership or the General Partner to repurchase Class O LTIP Units at a specified purchase price, then upon the occurrence of the circumstances resulting in such forfeiture or if the Partnership or the General Partner exercises such right to repurchase, then the relevant Class O LTIP Units shall immediately, and without any further action, be treated as cancelled or transferred to the General Partner, as applicable, and no longer outstanding for any purpose. Unless otherwise specified in the Vesting Agreement, no consideration or other payment shall be due with respect to any Class O LTIP Units that have been forfeited, other than any distributions declared with a record date prior to the effective date of the forfeiture. In connection with any forfeiture or repurchase of Class O LTIP Units, the balance of the portion of the Capital Account of the holder that is attributable to all of his or her Class O LTIP Units shall be reduced by the amount, if any, by which it exceeds the target balance contemplated by Section 6.1.E of the Agreement, calculated with respect to the holder’s remaining Class O LTIP Units, if any

C.	Legend. Any certificate evidencing a Class O LTIP Unit shall bear an appropriate legend indicating that additional terms, conditions and restrictions on transfer, including without limitation any Vesting Agreement, apply to the Class O LTIP Unit.

2.	Distributions.

A.

Class O LTIP Unit Distributions. In the event that the Partnership makes a distribution to the holders of Class A Units and the record date for determining the Partners eligible to receive such distributions is on or after the Distribution Participation Date for a Class O LTIP Unit, the holder of such Class O LTIP Unit shall be entitled to receive, if, when and as authorized by the General Partner out of funds legally available for the payment of distributions, a distribution in an amount per unit equal to the product of (A) the Class O LTIP Unit Sharing Percentage and (B) the amount per Class A Unit of such distribution. Such distributions shall be payable on such dates and in such manner as may be authorized by the General Partner (any such payment date, a “Distribution Payment Date”); provided that the Distribution Payment Date and the record date for determining which holders of Class O LTIP Units are entitled to receive a distribution shall be the same as the corresponding dates relating to the corresponding distribution on the Class A Units.

B.	Distribution Participation Date. The “Distribution Participation Date” for each Class O LTIP Unit will be such date as may be specified in the Vesting Agreement or other documentation pursuant to which such Class

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C.

Class O LTIP Unit Special Distributions. As of the Distribution Participation Date for a Class O LTIP Unit that is not forfeited on or prior to such Distribution Participation Date, the holder of such Class O LTIP Unit (regardless of any conversion or other disposition of their Class O LTIP Units) will be entitled to receive a special distribution (the “Class O LTIP Unit Special Distribution”) with respect to such unit equal to the Class O LTIP Unit Special Distribution Amount for such unit. The “Class O LTIP Unit Special Distribution Amount” with respect to a Class O LTIP Unit equals (i) the amount of cash distributions per unit that were paid on the Class A Units that had record dates for determining the Partners eligible to receive such distributions on or after the date of the issuance of such Class O LTIP Unit (or such other date as is specified as the “Distribution Measurement Date” in the Vesting Agreement or other documentation pursuant to which such Class O LTIP Unit is issued) and prior to the Distribution Participation Date for such Class O LTIP Unit multiplied by (ii) the Class O LTIP Unit Sharing Percentage for such Class O LTIP Unit; provided that such amount shall not exceed the positive balance of the Capital Account of such holder to the extent attributable to such Class O LTIP Unit. The Class O LTIP Unit Special Distribution for a Class O LTIP Unit will be payable on the first Distribution Payment Date on or after the Distribution Participation Date for such Class O LTIP Unit if and when authorized by the General Partner out of funds legally available for the payment of distributions; provided that, to the extent not otherwise prohibited by the terms of Partnership Interests entitled to any preference in distribution and authorized by the General Partner out of funds legally available for the payment of distributions, such Class O LTIP Unit Special Distribution may be paid prior to such Distribution Payment Date. On or after the Distribution Participation Date with respect to a Class O LTIP Unit, no distributions (other than in Class A Units, Class B Units, LTIP Units or other Partnership Interests ranking on parity with or junior to such units as to distributions and upon liquidation, dissolution or winding up of the affairs of the Partnership) shall be declared or paid or set apart for payment upon the Class A Units, the Class B Units, the LTIP Units or any other Partnership Interests ranking on parity with or junior to the Class O LTIP Unit as to distributions for any period (other than Class O LTIP Unit Special Distributions with respect to Class O LTIP Units that had an earlier Distribution Participation Date) unless the full amount of any Class O LTIP Unit Special Distributions due with respect to such Class O LTIP Unit have been or contemporaneously are declared and paid.”

3.

Allocations. Holders of Class O LTIP Units shall be allocated Net Income and Net Loss, for any taxable year or portion of a taxable year occurring after the issuance of such Class O LTIP Units in amounts per Class O LTIP Unit equal to (i) the amounts allocated per Class A Unit for the same period multiplied by (ii)  the Class O LTIP Unit Sharing Percentage for such Class O LTIP Units. The allocations provided by this Section 3 of Exhibit F-2 shall be subject to the proviso to the first sentence of Section 6.1.B of the Agreement.

4.

Adjustments. If an Adjustment Event as defined in Exhibit F-1 (or other similar event that the General Partner determines would require an adjustment to LTIP Units) occurs, the General Partner shall make such corresponding adjustment to each Class O LTIP Unit as the General Partner determines is appropriate to maintain the same correspondence ratio between such Class O LTIP Unit and the Class A Units as existed immediately prior to such Adjustment Event or other event.

5.	Ranking. Except as specifically provided otherwise, the Class O LTIP Units shall rank on parity with the Class A Units in all respects.

6.	No Liquidation Preference. The Class O LTIP Units shall have no liquidation preference.

7.	Right to Convert Class O LTIP Units into Class A Units.

A.

Conversion Right. A holder of Class O LTIP Units shall have the right (the “Class O Conversion Right”), at his or her option, at any time to convert all or a portion of his or her Vested Class O LTIP Units into Class A Units. In order to exercise his or her Class O Conversion Right, a holder of Class O LTIP Units shall deliver a notice (a “Class O Conversion Notice”) in the form attached as Attachment A to this Exhibit F-2 to the Partnership. Holders of Class O LTIP Units shall not have the right to convert Unvested Class O LTIP Units into Class A Units until they become Vested Class O LTIP Units; provided, however, that when a holder of Class O LTIP Units is notified of the expected occurrence of an event that will cause his or her Unvested Class O LTIP Units to become Vested Class O LTIP Units (or at such other times as is permitted by the General Partner), such Person may give the Partnership a Class O Conversion Notice conditioned upon and

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B.

Mandatory Conversion. On the Mandatory Conversion Date, Vested Class O LTIP Units that have not previously been converted shall be converted into Class A Units without any further action. The “Mandatory Conversion Date” shall mean, for each Class O LTIP Unit, the date specified as such in the relevant Vesting Agreement or, if no such date is specified, the date that is 10 years after the issuance of such Class O LTIP Unit.

C.

Forced Conversion in Connection with a Sale Event. Upon the effective time of a Sale Event (as defined below), at the election of the General Partner, either (i) all then outstanding Class O LTIP Units shall vest and be converted into Class A Units (a “Forced Conversion”) or (ii) the Class O LTIP Units will remain outstanding and continue with appropriate adjustment pursuant to Section 4 above (and any other similar adjustment provisions applicable to the Class O LTIP Units). A “Sale Event” shall mean (i) the sale of all or substantially all of the assets of the General Partner Entity on a consolidated basis to an unrelated person or entity, (ii) a merger, reorganization or consolidation in which the outstanding shares of Common Stock are converted into or exchanged for securities of the successor entity and the voting securities of the General Partner Entity outstanding immediately prior to such merger, reorganization or consolidation would (A) represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) less than 50% of the total voting power of the voting securities of the surviving entity outstanding immediately after such merger, reorganization or consolidation or (B) cease to have the power to elect at least a majority of the board of directors or other governing body of such surviving entity, or (iii) the sale of all of the Common Stock of the General Partner Entity to an unrelated person or entity.

D.

Conversion Date. The date on which a Vested Class O LTIP Unit shall be converted into Class A Units (the “Class O Conversion Date” for such unit) shall be: (i) in the event of a conversion upon the exercise of the Class O Conversion Right, the date on which the Partnership receives the Class O Conversion Notice for the conversion of such Vested Class O LTIP Unit (or, if later, the date upon which such Class O Conversion Notice becomes effective), (ii) in the event of a conversion as a result of a Forced Conversion, upon the effective time of the applicable Sale Event or (iii) in the event of a conversion upon the Mandatory Conversion Date, the Mandatory Conversion Date.

E.

Number of Units Convertible. A holder of Vested Class O LTIP Units may convert each such Vested Class O LTIP Unit into a number (or fraction thereof) of fully paid and non-assessable Class A Units, giving effect to all adjustments (if any) made pursuant to Section 4, equal to the Class O LTIP Conversion Factor (as defined below) for such Vested Class O LTIP Unit on the Class O Conversion Date for such Vested Class O LTIP Unit. The “Class O LTIP Unit Conversion Factor” shall mean, for a Class O LTIP Unit as of a particular date, the quotient of (i) the excess of the Class O Conversion Value over the Class O LTIP Unit Participation Threshold (as defined below) for such Class O LTIP Unit as of such date (or, if there is no excess, zero), divided by (ii) the Class O Conversion Value. The “Class O Conversion Value” of a Class O LTIP Unit as of a particular date means the Common Stock Price multiplied by the Conversion Factor, in each case, as of such date. “Common Stock Price” means, as of a particular date, (i) if shares of the common stock (or other comparable equity interest) of the General Partner Entity (“Common Stock”), are then listed on a national stock exchange, the closing sales price per share of Common Stock on the exchange for such date (or, if such date is not a trading date or there were no sales on such date, the most recent prior trading date on which

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F.

Conversion Procedures. A conversion of Vested Class O LTIP Units for which the holder thereof has given a Class O Conversion Notice or that have converted upon the Mandatory Conversion Date or a Forced Conversion shall occur automatically after the close of business on the applicable Class O Conversion Date without any further action on the part of such holder of Class O LTIP Units, as of which time such holder of Class O LTIP Units shall be credited on the books and records of the Partnership with the issuance of the number of Class A Units issuable upon such conversion. After the conversion of Class O LTIP Units as aforesaid, the Partnership shall deliver to such holder of Class O LTIP Units, upon his or her written request, a certificate of the General Partner certifying the number of Class A Units and remaining Class O LTIP Units, if any, held by such Person immediately after such conversion.

G.

Treatment of Capital Account. For purposes of making future allocations under Section 6.1.E of the Agreement, the portion of the Economic Capital Account balance of the applicable holder of Class O LTIP Units that is treated as attributable to his or her Class O LTIP Units shall be reduced, as of a Class O Conversion Date, by the product of the number of Class A Units into which such holder’s Class O LTIP Units were converted on such date multiplied by the Class A Unit Economic Balance.

8.	Redemption at the Option of the Partnership. Class O LTIP Units will not be redeemable at the option of the Partnership; provided, however, that the foregoing shall not prohibit the Partnership from repurchasing Class O LTIP Units from the holder thereof if and to the extent such holder agrees to sell such units.

9.	Voting Rights.

A.	No Voting Rights. Except as provided in Section 9.B, holders of Class O LTIP Units shall not have the right to vote on any matters submitted to a vote of the Limited Partners

B.

Special Approval Rights. The General Partner and/or the Partnership shall not, without the affirmative consent of the holders of sixty-six and two-thirds percent (66 2/3%) of the then outstanding Class O LTIP Units, given in person or by proxy, either in writing or at a meeting, take any action that would materially and adversely alter, change, modify or amend the rights, powers or privileges of the Class O LTIP Units; but subject in any event to the following provisions: (i) no consent of the holders of Class O LTIP Units will be required with respect to any alteration, change, modification or amendment of the rights, powers or privileges of the Class A Units that applies on a substantially similar basis to all holders of Class A Units; (ii) with respect to the occurrence of any merger, consolidation or other business combination or reorganization, so long as either (x) there is a Forced Conversion of all outstanding Class O LTIP Unit in accordance with Section 7 hereof, (y) the Class O LTIP Units remain outstanding with the terms thereof materially unchanged or (z) if the Partnership is not the surviving entity in such transaction, the Class O LTIP Units are exchanged for a security of the surviving entity with terms that are materially the same with respect to rights to allocations, distributions, redemption, conversion and voting as the Class O LTIP Units and without any income, gain or loss expected to be recognized by the holder upon the exchange for federal income tax purposes (and with the terms of the Class A Units or such other securities into which the Class O LTIP Units (or the substitute security therefor) are convertible materially the same with respect to rights to allocations, distributions, redemption, conversion and voting), the occurrence of any such event shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the Class O LTIP

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1.	I have reviewed this quarterly report on Form 10-Q of SL Green Realty Corp. (the “registrant”);

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

1.	I have reviewed this quarterly report on Form 10-Q of SL Green Realty Corp. (the “registrant”);

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

1.	I have reviewed this quarterly report on Form 10-Q of SL Green Operating Partnership, L.P. (the “registrant”);

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

1.	I have reviewed this quarterly report on Form 10-Q of SL Green Operating Partnership, L.P. (the “registrant”);

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

1.	The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and

2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

1.	The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and

2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

1.	The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and

2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Operating Partnership.

1.	The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and

2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Operating Partnership.