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                                                                   Exhibit 10.3


                                      NOTE

New York, New York
$315,000,000                                                     August 3, 2005

         This NOTE, is dated as of August 3, 2005 (this NOTE), by RECKSON COURT
SQUARE, LLC, a Delaware limited liability company (BORROWER), having an office
at c/o Reckson Associates Realty Corp., 225 Broadhollow Road, Melville, New York
11747, in favor of GERMAN AMERICAN CAPITAL CORPORATION, a Maryland corporation
(together with its successors and assigns, LENDER), having an office at 60 Wall
Street, New York, New York 10005.


         NOW, THEREFORE, FOR VALUE RECEIVED, Borrower promises to pay to the
order of Lender the Principal Amount (as defined below) together with interest
from the date hereof and other fees, expenses and charges as provided in this
Note.

1.       DEFINED TERMS.

         a.       Capitalized terms used but not otherwise defined herein shall
                  have the respective meanings given thereto in the Loan
                  Agreement (as defined below), unless otherwise expressly
                  provided herein. All references to sections shall be deemed to
                  be references to sections of this Note, unless otherwise
                  indicated.

         b.       The following terms shall have the meaning ascribed thereto:

         ANTICIPATED REPAYMENT DATE shall mean September 1, 2015.

         APPLICABLE INTEREST RATE shall mean (i) from the date hereof through
         and including the Anticipated Repayment Date, the Initial Interest
         Rate, and (ii) from the day after the Anticipated Repayment Date
         through and including the Maturity Date, the Revised Interest Rate.

         BORROWER shall have the meaning provided in the first paragraph hereof.

         DEFAULT RATE shall mean a rate per annum equal to the lesser of (a) the
         Maximum Legal Rate and (b) four percent (4%) above the Applicable
         Interest Rate.

         DISCOUNT RATE shall mean the rate which, when compounded monthly, is
         equivalent to the Treasury Rate when compounded semi-annually.

         INITIAL INTEREST RATE shall mean a rate of 4.905% per annum.

         INITIAL MONTHLY AMOUNT shall have the meaning provided in Section
         3(a)(ii).

         INTEREST PERIOD shall have the meaning provided in Section 2(b).

         LENDER shall have the meaning provided in the first paragraph hereof.

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         LIQUIDATED DAMAGES AMOUNT shall have the meaning set forth in Section
         4(d).

         LOAN AGREEMENT shall mean the Loan and Security Agreement, dated the
         date hereof, between Borrower and Lender, as the same may hereafter be
         amended or modified.

         LOCKOUT PERIOD shall mean the period commencing on the date hereof and
         expiring on the earlier date to occur of (i) two (2) years after the
         closing of any Securitization or (ii) three (3) years after the first
         (1st) day of the calendar month immediately following the calendar
         month in which the funding of this Note occurs.

         MATURITY DATE shall mean May 1, 2020, or such earlier date on which the
         final payment of principal of this Note becomes due and payable as
         provided in the Loan Agreement or this Note, whether at such stated
         maturity date, by declaration of acceleration, or otherwise.

         MATURITY DATE PAYMENT shall have the meaning set forth in Section 3(d).

         MONTHLY AMOUNT shall have the meaning provided in Section 3(a)(iii).

         NOTE shall have the meaning provided in the first paragraph hereof.

         PAYMENT DATE shall be the first (1st) calendar day of each calendar
         month, and if such day is not a Business Day, then the Business Day
         immediately preceding such day, commencing on October 1, 2005 and
         continuing to and including the Maturity Date.

         PREPAYMENT DATE shall have the meaning provided in Section 4(a)(i).

         PREPAYMENT NOTICE shall have the meaning provided in Section 4(a)(i).

         PRINCIPAL AMOUNT shall mean Three Hundred and Fifteen Million Dollars
         ($315,000,000) or so much thereof as may be outstanding under this
         Note.

         REVISED INTEREST RATE shall mean a rate per annum equal to two hundred
         basis points (2.00%) plus the greater of (i) the Initial Interest Rate
         and (ii) the Treasury Rate on Anticipated Repayment Date.

         REVISED MONTHLY AMOUNT shall have the meaning provided in Section
         3(a)(iii).

         TREASURY RATE shall mean, as of any Payment Date, the yield, calculated
         by linear interpolation (rounded to the nearest one-thousandth of one
         percent) of the yields of non-callable United States Treasury
         obligations with a term of ten (10) years from such Payment Date (and
         converted to a monthly equivalent yield), as determined by Lender on
         the basis of Federal Reserve Statistical Release H.15 Selected Interest
         Rates under the heading U.S. Governmental Security/Treasury Constant
         Maturities or, if such publication is unavailable, such other
         recognized source of financial market information as shall be selected
         by Lender for the week prior to such Payment Date.


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         YIELD MAINTENANCE PREMIUM shall mean the present value, as of the
         Prepayment Date, of the remaining scheduled payments of principal and
         interest from the Prepayment Date through the date which is three (3)
         months prior to the Anticipated Repayment Date (including any balloon
         payment) determined by discounting such payments at the Discount Rate,
         less the amount of principal being prepaid.

2.       INTEREST.

         a.       Prior to the Anticipated Repayment Date, interest shall accrue
                  on the Principal Amount at the Initial Interest Rate. In the
                  event that Borrower does not repay the Principal Amount in
                  full on or before the Anticipated Repayment Date, then, from
                  and after the Anticipated Repayment Date, interest shall
                  accrue on the Principal Amount at the Revised Interest Rate.

         b.       Interest on the principal sum of this Note shall be calculated
                  based on the Applicable Interest Rate and on the basis of a
                  fraction, the denominator of which shall be 360 and the
                  numerator of which shall be the actual number of days elapsed
                  in the relevant Interest Period, except that interest due and
                  payable for a period less than a full month shall be
                  calculated by multiplying the actual number of days elapsed in
                  such period by a daily rate based on said three hundred sixty
                  (360) day year. Interest shall accrue from, and including, the
                  first (1st) day of the prior month and ending on the last day
                  of the prior month (an INTEREST PERIOD); in each case without
                  adjustment for any Business Day convention; provided that the
                  first accrual period shall commence on the date hereof.

         c.       Except as expressly set forth in the Loan Agreement to the
                  contrary, interest shall accrue on all amounts advanced by
                  Lender pursuant to the Loan Documents (other than the
                  Principal Amount, which shall accrue interest in accordance
                  with clauses a. and b. above) at the Default Rate.

         d.       The provisions of this Section 2 are subject in all events to
                  the provisions of Section 2.2.4 of the Loan Agreement.

3.       PAYMENTS.

         a.       Interest under this Note shall be payable as follows:

                  i. On the date hereof, interest from the date hereof through
                  and including August 31, 2005 in the amount of $1,244,643.75;

                  ii. commencing on October 1, 2005 and on each and every
                  Payment Date thereafter until the Anticipated Repayment Date,
                  monthly installments of interest payable on this Note in
                  arrears in an amount (subject to adjustment as provided in
                  Section 4(f)) equal to interest calculated at the Initial
                  Interest Rate in accordance with Section 2 (the INITIAL
                  MONTHLY AMOUNT); and


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                  iii. commencing on the Anticipated Repayment Date, monthly
                  installments of interest payable on this Note in arrears in an
                  amount (subject to adjustment as provided in Section 4(f))
                  equal to interest calculated at the Revised Interest Rate in
                  accordance with Section 2 (the REVISED MONTHLY AMOUNT and,
                  together with the Initial Monthly Amount, the MONTHLY AMOUNT).

         b.       No regularly scheduled payments of principal shall be due with
                  respect to the Loan prior to the Maturity Date. From and after
                  the Anticipated Repayment Date, unless the Indebtedness has
                  been repaid in full, Borrower shall continue to make payments
                  of the Monthly Amount on each Payment Date. From and after the
                  Anticipated Repayment Date, unless the Indebtedness has been
                  repaid in full, all Excess Cash Flow shall be applied on each
                  Payment Date as a partial prepayment of the outstanding
                  principal Indebtedness, as set forth in Section 3.1.6(a)(ii)
                  of the Loan Agreement.

         c.       All payments made by Borrower hereunder or under any of the
                  Loan Documents shall be made on or before 4:00 P.M. New York
                  City time. Any payments received after such time shall be
                  credited to the next following Business Day.

         d.       All amounts advanced by Lender pursuant to the Loan Documents,
                  other than the Principal Amount, shall be due and payable as
                  provided in the Loan Documents. In the event any such advance
                  is not so repaid by Borrower, Lender may, at its option, first
                  apply any payments received under this Note to repay such
                  advances, or other charges with respect to such advances (as
                  provided in the Loan Documents), together with any interest
                  thereon, and the balance, if any, shall be applied in payment
                  of any installment of interest or principal then due and
                  payable.

         e.       The entire Principal Amount of this Note, all unpaid accrued
                  interest, all interest that would accrue on the Principal
                  Amount through the end of the Interest Period during which the
                  Maturity Date occurs (to the extent the Maturity Date is not
                  the first (1st) day of a calendar month) and all other fees
                  and sums then payable hereunder or under the Loan Documents
                  (collectively, the MATURITY DATE PAYMENT), shall be due and
                  payable in full on the Maturity Date.

         f.       Amounts due on this Note shall be payable, without any
                  counterclaim, setoff or deduction whatsoever, at the office of
                  Lender or its agent or designee at the address set forth on
                  the first page of this Note or at such other place as Lender
                  or its agent or designee may from time to time designate in
                  writing.


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         g.       All amounts due under this Note, including, without
                  limitation, interest and the Principal Amount, shall be due
                  and payable in lawful money of the United States.

         h.       To the extent that Borrower makes a payment or Lender receives
                  any payment or proceeds for Borrower's benefit, which are
                  subsequently invalidated, declared to be fraudulent or
                  preferential, set aside or required to be repaid to a trustee,
                  debtor in possession, receiver, custodian or any other party
                  under any bankruptcy law, common law or equitable cause, then,
                  to such extent, the obligations of Borrower hereunder intended
                  to be satisfied shall be revived and continue as if such
                  payment or proceeds had not been received by Lender.

4.       PREPAYMENTS. Except as permitted in Sections 4(a), 4(b), 4(c) and 4(d)
         hereof, the outstanding Principal Amount may not be prepaid in whole or
         in part prior to the Anticipated Repayment Date.

         a.       VOLUNTARY PREPAYMENTS. Borrower shall not have the right to
                  prepay, in whole or in part, the Principal Amount due
                  hereunder prior to the Anticipated Repayment Date; provided,
                  however, Borrower shall be entitled to make a prepayment of
                  all of the Principal Amount (A) in each case on any of the
                  three (3) Payment Dates occurring immediately preceding the
                  Anticipated Repayment Date (or on any Business Day occurring
                  in the Interest Period immediately preceding any of such three
                  (3) Payment Dates or the Anticipated Repayment Date, subject
                  to Section 4(a)(iii) below) and at any time thereafter,
                  without any premium or penalty and (B) on any Business Day
                  where Borrower has notified Lender that Borrower elects to
                  make a prepayment of the Principal Amount pursuant to Section
                  2.4.7 of the Loan Agreement, without any premium or penalty.
                  Any such prepayment shall be conditioned upon satisfaction of
                  the following:

                  i.       Borrower shall provide prior irrevocable written
                           notice (the PREPAYMENT NOTICE) to Lender specifying
                           the proposed date on which the prepayment is to be
                           made, which date must be on a Business Day and shall
                           be no earlier than thirty (30) days after the date of
                           such Prepayment Notice and no later than ninety (90)
                           days after the date of such Prepayment Notice (the
                           date of a prepayment pursuant to this Section 4(a) or
                           Section 4(c) below being the PREPAYMENT DATE);
                           provided, however, that any such notice delivered
                           with respect to a prepayment of the Principal Amount
                           under Section 4(a)(A) above shall be freely revocable
                           by Borrower on prior written notice to Lender and,
                           with respect to any prepayment under Section 4(a)
                           above, Borrower may, from time to time on written
                           notice to Lender delivered no later than two (2)
                           Business Days prior to the then scheduled Prepayment
                           Date, extend such then scheduled Prepayment Date
                           (provided that in no event shall the aggregate number
                           of days by which Borrower elects to so extend any
                           prepayment exceed thirty (30) days);


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                  ii.      Borrower shall comply with the provisions set forth
                           in Section 4(d) of this Note; and

                  iii.     In the event that Borrower elects to prepay the Loan
                           on any Business Day which is not a Payment Date, then
                           (A) such prepayment shall include interest payable
                           hereunder calculated through the end of the Interest
                           Period during which such prepayment is made, (B) such
                           prepayment shall be deposited into the Collection
                           Account for application in accordance with Section
                           3.1 of the Loan Agreement and (C) until the next
                           occurring Payment Date, Lender shall direct the Cash
                           Management Bank to invest the amount prepaid in
                           Permitted Investments in accordance with the Account
                           Agreement and Borrower shall be entitled to any
                           interest or earnings thereon.

         b.       DEFEASANCE. From and after expiration of the Lockout Period
                  and prior to the Anticipated Repayment Date, Borrower shall
                  have the right to defease the Loan pursuant to the provisions
                  of Section 9.1.1 of the Loan Agreement. In no event shall a
                  prepayment of this Note in accordance with Sections 4(a) or
                  4(c) trigger or result in any defeasance liability under this
                  Note or the other Loan Documents.

         c.       MANDATORY PREPAYMENTS.

                  i.       On the next occurring Payment Date following the date
                           on which (x) Lender actually receives any Proceeds
                           (other than business interruption Proceeds or other
                           Proceeds of a similar nature), if Lender is not
                           obligated to make such Proceeds available to Borrower
                           for the restoration of the Property, and (y) in
                           accordance with Section 6.2.3(a) of the Loan
                           Agreement, Lender has elected to prepay the Note
                           using such Proceeds, Lender shall apply such Proceeds
                           to the Principal Amount in an amount equal to one
                           hundred percent (100%) of such Proceeds and the same
                           shall constitute a mandatory prepayment of this Note;

                  ii.      On the Payment Date on which Lender shall apply such
                           Proceeds to the Principal Amount in accordance with
                           clause (i) above or any Payment Date thereafter,
                           Borrower may elect (on prior written notice to
                           Lender) to prepay the entire remaining balance of the
                           Principal Amount (without premium or penalty) if such
                           Proceeds do not equal the entire Principal Amount;
                           and


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                  iii.     Borrower shall comply with the provisions set forth
                           in Section 4(d) of this Note.

         d.       PAYMENTS IN CONNECTION WITH A PREPAYMENT.

                  i.       On the date on which a prepayment, voluntary or
                           mandatory, is made under this Note or as required
                           under the Loan Agreement, Borrower shall pay to
                           Lender all unpaid interest on the Principal Amount
                           prepaid, such unpaid interest calculated (even if
                           such period extends beyond the date of prepayment)
                           through the end of the Interest Period for which such
                           prepayment is made.

                  ii.      On the Prepayment Date, Borrower shall pay to Lender
                           all other sums (not including scheduled interest
                           payments) then due under the Note, the Loan
                           Agreement, the Security Instrument, and the other
                           Loan Documents;

                  iii.     Borrower shall pay all costs and expenses of Lender
                           incurred in connection with the prepayment (including
                           without limitation, any costs and expenses associated
                           with a release of the Lien of the related Security
                           Instrument as set forth in Section 2.3.3 of the Loan
                           Agreement as well as reasonable attorneys' fees and
                           expenses (subject to the limitations set forth in
                           Section 14.4 of the Loan Agreement)); and

                  iv.      In the event that the Prepayment Date in connection
                           with an acceleration of the Loan, Borrower shall also
                           pay to Lender the Yield Maintenance Premium.

         e.       LIQUIDATED DAMAGES AMOUNT. IF NOTWITHSTANDING THE PROHIBITIONS
                  OF THIS SECTION 4, THE LOAN IS VOLUNTARILY OR INVOLUNTARILY
                  REPAID DURING THE LOCKOUT PERIOD, INCLUDING, BUT NOT LIMITED
                  TO, AS A RESULT OF AN ACCELERATED MATURITY DATE, THEN BORROWER
                  SHALL PAY TO LENDER, AS LIQUIDATED DAMAGES FOR SUCH DEFAULT
                  AND NOT AS A PENALTY, AND IN ADDITION TO ANY AND ALL OTHER
                  SUMS AND FEES PAYABLE UNDER THIS NOTE AND THE OTHER LOAN
                  DOCUMENTS, AN AMOUNT EQUAL TO FIVE PERCENT (5%) OF THE
                  PRINCIPAL AMOUNT BEING REPAID (THE "LIQUIDATED DAMAGES
                  AMOUNT"). NOTWITHSTANDING THE FOREGOING, THE LIQUIDATED
                  DAMAGES AMOUNT SHALL NOT BE APPLIED TOWARD ANY PREPAYMENTS OF
                  PROCEEDS (AS SUCH TERM IS DEFINED IN THE LOAN AGREEMENT) NOR
                  ANY PREPAYMENT DESCRIBED IN SECTION 4(a)(B) OR 4(c)(ii) ABOVE.


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         f.       In the event that any partial mandatory prepayment of
                  principal occurs before the Anticipated Repayment Date, the
                  Payment Dates shall remain the same and Lender shall
                  recalculate the amount of subsequent Monthly Amounts to
                  reflect the reduction of the Principal Amount. In the event
                  that any partial mandatory prepayment of principal occurs
                  after the Anticipated Repayment Date or Excess Cash Flow is
                  applied to the prepayment of principal after the Anticipated
                  Repayment Date, the Payment Dates shall remain the same and
                  Lender shall take into account the reduction of the Monthly
                  Amount when applying payments against accrued interest and
                  principal Any Principal Amount prepaid pursuant to this
                  Section 4 may not be reborrowed hereunder. ---------

5.       MISCELLANEOUS.

         a.       WAIVER. Borrower and all endorsers, sureties and guarantors
                  hereby jointly and severally waive (to the maximum extent
                  permitted by law) all applicable exemption rights, valuation
                  and appraisement, presentment for payment, demand, notice of
                  demand, notice of nonpayment or dishonor, protest and notice
                  of protest of this Note, and, except as otherwise expressly
                  provided in the Loan Documents, all other notices in
                  connection with the delivery, acceptance, performance, default
                  or enforcement of the payment of this Note. Borrower and all
                  endorsers, sureties and guarantors consent to any and all
                  extensions of time, renewals, waivers or modifications that
                  may be granted by Lender with respect to the payment or other
                  provisions of this Note and to the release of the collateral
                  securing this Note or any part thereof, with or without
                  substitution, and agree that additional makers, endorsers,
                  guarantors or sureties may become parties hereto without
                  notice to them or affecting their liability under this Note.

         b.       NON-RECOURSE. Recourse to the Borrower with respect to any
                  claims arising under or in connection with this Note shall be
                  limited to the extent provided in Section 18 of the Loan
                  Agreement and the terms, covenants and conditions of Section
                  18 of the Loan Agreement are hereby incorporated by reference
                  as if fully set forth in this Note.

         c.       NOTE SECURED. This Note and all obligations of Borrower
                  hereunder are secured by the Loan Agreement, the Security
                  Instrument and the other Loan Documents.

         d.       NOTICES. Any notice, election, request or demand which by any
                  provision of this Note is required or permitted to be given or
                  served hereunder shall be given or served in the manner
                  required for the delivery of notices pursuant to the Loan
                  Agreement.

         e.       ENTIRE AGREEMENT. This Note, together with the other Loan
                  Documents, constitutes the entire and final agreement between
                  Borrower and Lender with respect to the subject matter hereof
                  and thereof and may only be changed, amended, modified or
                  waived by an instrument in writing signed by Borrower and
                  Lender.


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         f.       NO WAIVER. No waiver of any term or condition of this Note,
                  whether by delay, omission or otherwise, shall be effective
                  unless in writing and signed by the party sought to be
                  charged, and then such waiver shall be effective only in the
                  specific instance and for the purpose for which given. No
                  notice to, or demand on, Borrower shall entitle Borrower to
                  any other or future notice or demand in the same, similar or
                  other circumstances.

         f.       SUCCESSORS AND ASSIGNS. This Note shall be binding upon and
                  inure to the benefit of Borrower and Lender and their
                  respective successors and permitted assigns. Upon any
                  endorsement, assignment, or other transfer of this Note by
                  Lender or by operation of law, the term "Lender" as used
                  herein, shall mean such endorsee, assignee, or other
                  transferee or successor to Lender then becoming the holder of
                  this Note. The term "Borrower" as used herein shall include
                  the respective successors and assigns, legal and personal
                  representatives, executors, administrators, devisees, legatees
                  and heirs of Borrower, if any.

         h.       CAPTIONS. All paragraph, section, exhibit and schedule
                  headings and captions herein are used for reference only and
                  in no way limit or describe the scope or intent of, or in any
                  way affect, this Note.

         i.       COUNTERPARTS. This Note may be executed in counterparts, each
                  of which shall be an original and all of which, when taken
                  together, shall constitute one binding Note.

         j.       SEVERABILITY. The provisions of this Note are severable, and
                  if any one clause or provision hereof shall be held invalid or
                  unenforceable in whole or in part, then such invalidity or
                  unenforceability shall affect only such clause or provision,
                  or part thereof, and not any other clause or provision of this
                  Note.

         k.       GOVERNING LAW. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED
                  IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK PURSUANT
                  TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW,
                  WITHOUT REGARD TO CHOICE OF LAW RULES. BORROWER AGREES THAT,
                  AT LENDER'S OPTION, ANY SUIT FOR THE ENFORCEMENT OF THIS NOTE
                  OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE
                  STATE OF NEW YORK OR ANY FEDERAL COURT SITTING THEREIN IN NEW
                  YORK COUNTY OR QUEENS COUNTY AND CONSENT TO THE NONEXCLUSIVE
                  JURISDICTION OF SUCH COURT AND THE SERVICE OF PROCESS IN ANY
                  SUCH SUIT BEING MADE UPON BORROWER IN THE MANNER AND AT THE
                  ADDRESS SPECIFIED FOR NOTICES IN THE LOAN AGREEMENT. BORROWER
                  HEREBY WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE
                  TO THE VENUE OF ANY SUCH SUIT BROUGHT IN SUCH LOCATION BEFORE
                  ANY SUCH COURT OR THAT SUCH SUIT BEFORE SUCH COURT IS BROUGHT
                  IN AN INCONVENIENT COURT.


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         l.       JURY TRIAL WAIVER. BORROWER AND ALL PERSONS CLAIMING BY,
                  THROUGH OR UNDER IT HEREBY EXPRESSLY, KNOWINGLY, VOLUNTARILY
                  AND INTENTIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY
                  CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (I) ARISING UNDER
                  THIS NOTE, INCLUDING, WITHOUT LIMITATION, ANY PRESENT OR
                  FUTURE MODIFICATION THEREOF OR (II) IN ANY WAY CONNECTED WITH
                  OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO
                  OR ANY OF THEM WITH RESPECT TO THIS NOTE (AS NOW OR HEREAFTER
                  MODIFIED) OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT
                  EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR THE
                  TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER
                  SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION IS NOW EXISTING
                  OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT
                  OR OTHERWISE; AND BORROWER HEREBY AGREES AND CONSENTS THAT AN
                  ORIGINAL COUNTERPART OR A COPY OF THIS SECTION MAY BE FILED
                  WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT HERETO TO
                  THE WAIVER OF ANY RIGHT TO TRIAL BY JURY. BORROWER
                  ACKNOWLEDGES THAT IT HAS CONSULTED WITH LEGAL COUNSEL
                  REGARDING THE MEANING OF THIS WAIVER AND ACKNOWLEDGES THAT
                  THIS WAIVER IS AN ESSENTIAL INDUCEMENT FOR THE MAKING OF THE
                  LOAN. THIS WAIVER SHALL SURVIVE THE REPAYMENT OF THE LOAN.

         m.       COUNTERCLAIMS AND OTHER ACTIONS. Borrower hereby expressly and
                  unconditionally waives, in connection with any suit, action or
                  proceeding brought by Lender on this Note, any and every right
                  it may have to (i) interpose any counterclaim therein (other
                  than a counterclaim which can only be asserted in the suit,
                  action or proceeding brought by Lender on this Note and cannot
                  be maintained in a separate action) and (ii) have any such
                  suit, action or proceeding consolidated with any other or
                  separate suit, action or proceeding.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



                                       10
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                                      NOTE


IN WITNESS WHEREOF, Borrower has caused this Note to be executed and delivered
as of the day and year first above written.


                             BORROWER:


                             RECKSON COURT SQUARE, LLC, a Delaware limited
                             liability company


                             By: One Court Square Holdings LLC, a Delaware
                                 limited liability company, its sole member


                             By: Reckson Operating Partnership, L.P., a Delaware
                                 limited partnership, its sole member


                             By: Reckson Associates Realty Corp., a Maryland
                                 corporation, its general partner


                             By: ____________________________________
                                 Name:
                                 Title: