Exhibit
      10.122






**AGREEMENT
      OF PURCHASE AND SALE**




**among**




**500
      WEST PUTNAM L.L.C.,**




,
      Seller




and




**SLG
      500 WEST PUTNAM LLC,**


Purchaser




Premises:




500
      West
      Putnam Avenue


Greenwich,
      Connecticut




As
      of
      March 15, 2007




















**TABLE
      OF CONTENTS**


Page1.
              Agreement
                  to Sell and Purchase; Description of Property.
              12.
              Exceptions
                  to Title; Title Matters.
              23.
              Purchase
                  Price and Payment.
              74.
              Closing.
              85.
              As
                  Is.
              96.
              Apportionments.
              137.
              Representations
                  and Warranties of the Parties; Certain Covenants*.*
              198.
              Closing
                  Deliveries.
              269.
              Conditions
                  to Closing Obligations.
              2910.
              Limitation
                  on Liability of Parties.
              3011.
              Fire
                  or Other Casualty; Condemnation.
              3112.
              Brokerage.
              3313.
              Closing
                  Costs; Fees and Disbursements of Counsel, etc.
              3314.
              Notices.
              3415.
              Survival;
                  Governing Law.
              3516.
              Counterparts;
                  Captions.
              3517.
              Entire
                  Agreement; No Third Party Beneficiaries.
              3618.
              Waivers;
                  Extensions.
              3619.
              Further
                  Assurances.
              3620.
              Assignment
              3621.
              Pronouns;
                  Joint and Several Liability.
              3722.
              Successors
                  and Assigns.
              3723.
              Escrow.
              3724.
              Tax
                  Proceedings.
              3925.
              Intentionally
                  omitted
              4026.
              Maintenance
                  of the Property
              4027.
              Leasing
                  and Contracts
              4028.
              Intentionally
                  omitted.
              4129.
              Confidentiality;
                  Public Disclosure.
              4130.
              Governing
                  Law; Jurisdiction, Waivers
              4131.
              Independent
                  Counsel
              4232.
              Non-Liability
              4333.
              Intentionally
                  omitted.
              4334.
              Like-kind
                  Exchange
              4335.
              Assumption
                  of Existing Loan
              43







i







List
      of Exhibits




Exhibit
                  A
              Description
                  of the LandExhibit
                  B
              Title
                  ExceptionsExhibit
                  C
              Wiring
                  InstructionsExhibit
                  D
              Security
                  DepositsExhibit
                  E
              Payable
                  Commissions and Leasing Brokerage AgreementsExhibit
                  F
              Space
                  LeasesExhibit
                  G
              Rent
                  RollExhibit
                  G-1
              Arrearage
                  ScheduleExhibit
                  H
              Reserve
                  AccountsExhibit
                  I
              Pending
                  LitigationExhibit
                  I-1
              Tax
                  ProceedingsExhibit
                  J
              Existing
                  Loan DocumentsExhibit
                  K
              Intentionally
                  omittedExhibit
                  L
              Intentionally
                  omittedExhibit
                  M
              Form
                  of DeedExhibit
                  N
              Form
                  of Assignment of Space LeasesExhibit
                  O
              Form
                  of Notice to Space LesseesExhibit
                  P
              Form
                  of Omnibus AssignmentExhibit
                  Q
              Form
                  of Estoppel CertificateExhibit
                  R
              Form
                  of Title AffidavitExhibit
                  S
              Tenant
                  ImprovementsExhibit
                  T
              Service
                  ContractsExhibit
                  U
              Intentionally
                  omittedExhibit
                  V
              Intentionally
                  omittedExhibit
                  W
              Intentionally
                  omittedExhibit
                  X
              Intentionally
                  omittedExhibit
                  Y
              Intentionally
                  omittedExhibit
                  Z
              Intentionally
                  omittedExhibit
                  AA
              Intentionally
                  omittedExhibit
                  BB
              Intentionally
                  omittedExhibit
                  CC
              Remaining
                  Costs of Capital Improvements




ii


**AGREEMENT
      OF PURCHASE AND SALE**




THIS
      AGREEMENT OF PURCHASE AND SALE (“ **Agreement** ”),
      made
      as of March 15, 2007, by and among 500 WEST PUTNAM, L.L.C., a Connecticut
      limited liability company (“ **Seller** ”),
      having an office c/o Mack-Cali Realty Corp., 343 Thornall Street, Edison, New
      Jersey 08837, and SLG 500 WEST PUTNAM LLC, a Delaware limited liability company,
      having an office c/o SL Green Realty Corp., 420 Lexington Avenue, New York,
      New
      York 10170 (“ **Purchaser** ”).




**W
      I T N E S S E T H** **:**




A.  Seller
      owns the Property (as hereinafter defined).




B.  Subject
      to the terms and conditions set forth below, Purchaser desires to acquire the
      Property (as hereinafter defined) from Seller, and Seller desires to sell the
      Property to Purchaser.




C.  Simultaneously
      herewith SLG Broad Street 125 A LLC and SLG Broad Street 125 C LLC, each an
      affiliate of Purchaser (collectively, the “ **125
      Seller** ”)
      and
      M-C 125 Broad A L.L.C. and M-C 125 Broad C L.L.C., each an affiliate of Seller
      (collectively, the “ **125
      Purchaser** ”)
      are
      executing and delivering that certain Agreement of Purchase and Sale (the
“ **125
      Purchase Agreement** ”),
      pursuant to which 125 Seller shall sell to 125 Purchaser and 125 Purchaser
      shall
      purchase from 125 Seller the two Commercial Condominium Units designated as
      Unit
      A and Unit C in the office building located at 125 Broad Street, New York,
      New
      York (the “ **125
      Property** ”),
      subject to the terms and conditions contained in the 125 Purchase
      Agreement.




1.  Agreement
      to Sell and Purchase; Description of Property .




1.1  Upon
      the
      terms and conditions hereinafter contained, (a) Seller agrees to sell and convey
      to Purchaser, and Purchaser agrees to purchase from Seller, the Property (as
      hereinafter defined). As used herein, (i) “ **Land** ”
shall
      mean the land located at 500 West Putnam Avenue, Greenwich, Connecticut, as
      more
      particularly described in **Exhibit
      A** attached
      hereto and made a part hereof.




1.2  The
      Land
      shall be sold and conveyed together with (a) all of Seller’s rights, privileges
      and easements, if any, appurtenant to the Land, including, without limitation,
      development rights and air rights relating to the Land and any other easements,
      rights-of-ways or appurtenances used in connection with the beneficial use
      and
      enjoyment of the Land; (b) all Seller’s right, title and interest (i) in and to
      the improvements, machinery and fixtures located within, attached or appurtenant
      to, or at or upon all or any portion of the Land as of the date hereof or used
      in connection with the operation of, or used or adapted for use in connection
      with the enjoyment or occupation of the Land, excluding however, any fixtures
      owned by public utilities or Space Lessees (as hereinafter defined) under the
      Space Leases (as hereinafter defined), together with the Plans (as hereinafter
      defined) (collectively, the “ **Improvements** ”),
      and
      (ii) in and to all tangible personal property located on or used solely in
      connection with the ownership, operation or maintenance of the Property and
      the
      Improvements (collectively, the “ **Personal
      Property** ”)
      and
      (iii) as landlord under all Space Leases; (c) all Warranties (as hereinafter
      defined) used in connection with all or any portion of the Improvements; (d)
      all
      intangible personal property now or hereafter owned by Seller and used in the
      ownership, use, operation, occupancy, maintenance or development of the property
      and interests described in clauses (a) through (c) above, including, without
      limitation, all future tax benefits (excluding income tax benefits) and benefits
      of incentive programs now or hereafter allowed by governmental authorities
      in
      connection with the ownership, operation and/or renovation of the Improvements
      (“ **Intangible
      Personal Property** ”);
      and
      (f) to the extent transferable, all governmental and public certificates,
      permits, licenses and approvals relating to the development, construction,
      operation, use, maintenance or occupancy of the Improvements (individually
      and
      collectively “ **Permits** ”).











All
      of
      the above enumerated property, rights and interests to be sold to Purchaser
      pursuant to this Agreement (including, without limitation, the Land and
      Improvements) are hereinafter sometimes referred to, collectively, as the
“ **Property** ”.
      Purchaser and Seller acknowledge that all of the Property is to be sold and
      purchased in a single transaction.




2.  Exceptions
      to Title; Title Matters.




2.1  Seller
      shall at the Closing (as hereinafter defined) convey the Property subject only
      to the following matters affecting title thereto (collectively the “ **Permitted
      Exceptions** ”):




2.1.1  All
      presently existing and future liens for unpaid real estate taxes, vault charges
      and water and sewer charges not due and payable as of the date of the Closing,
      subject to adjustment as provided below.




2.1.2  All
      zoning, building, environmental and other laws, ordinances, codes, restrictions
      and regulations of all governmental authorities having jurisdiction with respect
      to the Property in effect on the Closing Date, including, without limitation,
      landmark designations and all zoning variances and special exceptions, if any
      (collectively, “ **Laws
      and Regulations** ”).




2.1.3  Intentionally
      omitted.




2.1.4  State
      of
      facts shown on map/plan entitled “Survey of Property of Pasquale M. Cecio Jr.
      Trustee” prepared by Edward J. Crothers dated September 19, 1990, and on map
      entitled “General Location Survey Depicting Proposed Generator 500 West Putnam
      Avenue Greenwich, Connecticut” prepared by The Greenwich Hospital by Redniss
& Mead dated June 13, 2001 (collectively, the “ **Survey** ”)
      plus
      such additional facts which would be disclosed by a survey dated the date
      hereof, provided such additional facts do not materially adversely affect the
      use thereof for office purposes (collectively, “ **Facts** ”).






2




2.1.5  Rights
      of
      tenants of the Property pursuant to Space Leases which either are (a) in effect
      on the date hereof, or (b) entered into after the date hereof in accordance
      with
      the express provisions of this Agreement (collectively, “ **Space
      Lessees** ”)
      and
      all persons claiming by, through or under such Space Lessees.




2.1.6  All
      covenants, restrictions and rights and all easements and agreements for the
      erection and/or maintenance of water, gas, steam, electric, telephone, sewer
      or
      other utility pipelines, poles, wires, conduits or other like facilities, and
      appurtenances thereto, over, across and under the Property provided same do
      not
      adversely affect the use of the Property for office purposes (collectively,
      “ **Rights** ”).




2.1.7  Except
      as
      shown on the Survey, possible encroachments and/or projections of stoop areas,
      roof cornices, window trims, vent pipes, cellar doors, steps, columns and column
      bases, flue pipes, signs, piers, lintels, window sills, fire escapes, satellite
      dishes, protective netting, sidewalk sheds, ledges, fences, coping walls
      (including retaining walls and yard walls), air conditioners and the like,
      if
      any, projecting from the Building over any street or highway, the Property
      or
      over any adjoining property and encroachments of similar elements projecting
      from adjoining property over the Property provided such matters do not adversely
      affect the use of the Property for office purposes.




2.1.8  The
      matters described in **Exhibit
      B** attached
      hereto and made a part hereof.




2.1.9  Those
      objections to title which are the responsibility to cure, correct or remove
      of
      any Space Lessee under its Space Lease.




2.1.10  All
      service, maintenance, telecommunications and other contracts (excluding Space
      Leases) in connection with the Property, as set forth on **Exhibit
      T** and
      attached hereto and made a part hereof, and all renewals, replacements and
      extensions of same or additional contracts that may hereafter be entered into
      in
      accordance with this Agreement (collectively, “ **Service
      Contracts** ”).




2.1.11  All
      violations of building, fire, sanitary, environmental, housing and similar
      Laws
      and Regulations with respect to the Property (collectively, “ **Violations** ”) existing
      as of the date hereof and any Violation arising after the date hereof, but
      prior
      to Closing, which remains uncured as of the Closing Date (“ **Contract Period Violations** ”),
      provided, that the fines associated with curing Contract Period Violations
      shall
      not exceed $61,500 in the aggregate (the “ **Violations
      Cap** ”) .






3




2.1.12  Variations
      between tax lot lines and lines of record title.




2.1.13  Standard
      exclusions from coverage contained in the form of Owner’s Policy of Title
      Insurance (ALTA 10-17-92) or “marked-up” title commitment with respect to such
      policy employed by the Title Company (as hereinafter defined).




2.1.14  Any
      financing statements, chattel mortgages, encumbrances or mechanics’ or other
      liens evidenced by any financing statements filed on a day more than five (5)
      years prior to the Closing.




2.1.15  Any
      lien
      or encumbrance arising from the acts of Purchaser or its affiliates.




2.1.16  Intentionally
      omitted.




2.2   (a) Title to
      the Property has been examined by Lawyers Title Insurance Corporation (the
      “ **Title
      Company** ”),
      and
      Purchaser acknowledges receipt of Lawyers Title Insurance Corporation Title
      Reference No. NYN07-000534-L (Order No. STO24558CW), dated February 26, 2007
      issued by Lawyers Title Insurance Corporation (the “ **Existing
      Title Report** ”)
      on or
      prior to the date hereof. At Closing, Purchaser shall seek to have title to
      the
      Property insured by the Title Company at Purchaser’s sole cost and expense
      (except for such affirmative coverages for which Purchaser is entitled pursuant
      to this Agreement at no additional cost or special premium). Purchaser agrees
      that the Existing Title Report contains no exceptions to title to the Property
      which are not covered by the exceptions to title set forth in Section 2.1
      hereof and “subject to” which Purchaser is not required to accept title, and
      irrevocably accepts the Existing Title Report and unconditionally waives any
      right to object to any matters set forth therein except as expressly set forth
      above. Purchaser shall instruct the Title Company to forward a copy of the
      Title
      Report and any updates thereto to Seller’s counsel simultaneously with delivery
      thereof to Purchaser.




(b)  If,
      after
      the date hereof, Purchaser learns, through the Title Report, continuation
      reports or other written updates thereto, of any title defect(s) which Purchaser
      claims are not covered by Section 2.1 hereof and “subject to” which Purchaser
      believes it is not required to accept title, Purchaser shall give written notice
      thereof to Seller promptly after the date Purchaser receives such continuation
      report or other written update and Purchaser shall be deemed to have
      unconditionally waived any such matters as to which it fails to give such
      written notice to Seller within five (5) Business Days after the date Purchaser
      receives such continuation report or other written update. Purchaser
      acknowledges and agrees that TIME IS OF THE ESSENCE with respect to all time
      periods set forth in this Section 2.2.






4




2.3  If,
      on
      the Closing Date, Seller is unable to convey to Purchaser title to the Property
      subject to and in accordance with the provisions of this Agreement, Seller
      shall
      be entitled, upon notice delivered to Purchaser on or prior to the Closing
      Date
      (as hereinafter defined), to reasonable adjournments of the Closing one or
      more
      times for a period not to exceed sixty (60) days in the aggregate, but in no
      event beyond the Outside Closing Date to enable Seller to convey such title
      to
      the Property. If, on or before the date then scheduled for Closing, Seller
      does
      not so elect to adjourn the Closing, or if at the adjourned date Seller is
      unable to convey title subject to and in accordance with the provisions of
      this
      Agreement, Purchaser may (a) terminate this Agreement by written notice to
      Seller and Escrow Agent (as hereinafter defined) delivered on the date scheduled
      for Closing, in which event Escrow Agent shall repay to Purchaser the
      Downpayment (as hereinafter defined), together with any interest earned thereon
      or return to Purchaser the Downpayment LC (a “ **Downpayment
      Return** ”),
      or
      (b) elect to close title to the Property upon the terms set forth in Section
      2.4
      by notice given to Seller, in which event the Closing shall occur no later
      than
      three (3) Business Days following such election, but in no event later than
      the
      Outside Closing Date. The failure by Purchaser to make an election within five
      (5) Business Days after the Closing Date shall be deemed an election not to
      close title to the Property and to terminate this Agreement. If Purchaser shall
      elect, or be deemed to have elected, to terminate this Agreement, upon the
      Downpayment Return, this Agreement shall be deemed canceled and become void
      and
      of no further effect, and neither party hereto shall have any obligations of
      any
      nature to the other hereunder or by reason hereof, except that the provisions
      of
      Sections 12, 13, 23 and 29 **** hereof
      shall survive such termination. If Seller elects to adjourn the Closing as
      provided above, this Agreement shall remain in effect for the period or periods
      of adjournment in accordance with its terms. Seller shall not be required to
      take or bring any action or proceeding or any other steps to remove any defect
      in or objection to title or to fulfill any condition precedent to Purchaser’s
      obligations under this Agreement or to expend any moneys therefor, nor shall
      Purchaser have any right of action against Seller therefor, at law or in equity,
      except that notwithstanding the foregoing, Seller shall pay, discharge or remove
      of record or cause to be paid, discharged or removed of record at Seller’s sole
      cost and expense all of the following items: (i) Voluntary Liens (as hereinafter
      defined) and (ii) liens encumbering the Property which (v) are not Voluntary
      Liens, (w) are not the responsibility of either a Space Lessee under its Space
      Lease to pay, discharge or remove of record, (x) are in liquidated amounts,
      (y)
      may be satisfied solely by the payment of money (including the preparation
      or
      filing of appropriate satisfaction instruments in connection therewith) and
      (z)
      do not exceed $102,500.00 in the aggregate (the “ **Title
      Cure Cost Limit** ”).
      The
      term “ **Voluntary
      Liens** ”
as
      used
      herein shall mean liens and other encumbrances (other than Permitted
      Exceptions), whether or not in liquidated sums, which Seller has knowingly
      and
      intentionally suffered or allowed to be placed on the Property after the date
      hereof (which excludes judgments, Violations (as hereinafter defined) and
      federal, state and municipal tax liens).






5




2.4  Notwithstanding
      anything in Section 2.3 above to the contrary, Purchaser may at any time
      accept such title as Seller can convey, without reduction of the Purchase Price
      (as hereinafter defined) or any credit or allowance on account thereof or any
      claim against Seller, except that Purchaser shall be entitled to a credit
      against the Purchase Price in an amount equal to the lesser of (a) the actual
      cost of curing all defects in or objections to title to the Property that Seller
      is obligated to cure pursuant to Section 2.3 but has not cured, and (b) the
      Title Cure Cost Limit less any amounts expended by Seller in curing defects
      or
      objections to title. The acceptance of the Deed (as hereinafter defined) by
      Purchaser shall be deemed to be full performance of, and discharge of, every
      agreement and obligation on Seller’s part to be performed under this Agreement,
      except for such matters which are expressly stated in this Agreement to survive
      the Closing.




2.5  The
      amount of any unpaid taxes, assessments and water and sewer charges which Seller
      is obligated to pay and discharge, with interest and penalties, may at the
      option of Seller be paid by Purchaser out of the balance of the Purchase Price,
      if official bills therefor with interest and penalties thereon figured to said
      date are furnished to or obtained by the Title Company at the Closing for
      payment thereof and the Title Company omits from the Title Policy any exception
      therefor.




2.6  If
      the
      Property shall, at the time of the Closing, be subject to any liens such as
      for
      judgments or transfer, inheritance, estate, franchise, license or other similar
      taxes or any encumbrances or other title exceptions which would be grounds
      for
      Purchaser to reject title hereunder, the same shall not be deemed an objection
      to title provided that, at the Closing, Seller pays, by Wire Transferred Funds
      (as hereinafter defined) the amount required to satisfy the same, or at Seller’s
      option, allows Purchaser a credit against the Purchase Price in an amount
      sufficient to (a) cause the Title Company at the Closing to omit the same as
      an
      exception to the Title Policy (without payment of any special premium) and
      (b)
      to satisfy and discharge of record such liens and encumbrances together with
      the
      cost of recording or filing such instruments required in connection
      therewith.




2.7  Other
      than with respect to such endorsements as may be required in order to render
      title in compliance with the terms of this Agreement, Purchaser shall be solely
      responsible for causing the Title Company, at Purchaser’s sole cost and expense
      to issue any endorsements that Purchaser requires, and the issuance of such
      endorsements, except as aforesaid, shall not be a condition precedent to Closing
      or Purchaser’s obligation to perform as required hereunder.






6




3.  Purchase
      Price and Payment.




3.1  The
      purchase price payable to Seller for the Property is FIFTY SIX MILLION AND
      00/100 Dollars ($56,000,000.00) (the “ **Purchase
      Price** ”),
      subject to such apportionments, adjustments and credits as are provided
      herein.




3.2  The
      Purchase Price shall be payable as follows:




3.2.1  On
      the
      date hereof, TWO MILLION EIGHT HUNDRED THOUSAND AND 00/100 DOLLARS
      ($2,800,000.00) (the “ **DP
      Amount** ”),
      is
      payable concurrently herewith in immediately available funds, by federal funds
      wire transfer (“ **Wire
      Transferred Funds** ”)
      to
      Lawyers Title Insurance Corporation, as escrow agent (“ **Escrow
      Agent** ”)
      pursuant to the instructions (the “ **Wire
      Instructions** ”)
      set
      forth on **Exhibit
      C** attached
      hereto and made a part hereof (the “ **Downpayment** ”).
      The
      Downpayment shall be held by Escrow Agent and disbursed in accordance with
      the
      terms and conditions of this Agreement. Any interest earned on the Downpayment
      shall be deemed to be part of the Downpayment and shall be paid together with
      the principal portion of the Downpayment to the party entitled thereto. Interest
      earned on the Downpayment shall not be credited toward the Purchase Price at
      Closing and shall, upon the Closing, be and remain the property of Seller.
      Notwithstanding the foregoing, Purchaser shall have the right at any time prior
      to Closing to substitute the Downpayment by providing Escrow Agent with a clean
      irrevocable non-documentary Letter of Credit payable on sight draft only, with
      a
      term of not less than one year and otherwise reasonably acceptable to Escrow
      Agent naming Escrow Agent as beneficiary in the full amount of the Downpayment
      issued by a nationally recognized money-center bank which is a member of the
      New
      York clearinghouse, in form reasonably satisfactory to Seller (a “ **Downpayment
      LC** ”).
      Upon
      Seller’s approval of the letter of credit and delivery of the letter of credit
      to Escrow Agent, Escrow Agent shall promptly return the cash Downpayment to
      Purchaser by wire transfer of immediately available funds pursuant to wire
      instructions to be provided by Purchaser to Escrow Agent.




3.2.2  On
      the
      Closing Date, as follows:




(a)  the
      acceptance by Purchaser of title to the Property subject to, and assumption
      of
      the outstanding principal balance as of the Closing Date of that certain
      indebtedness (the “ **Indebtedness** ”)
      evidenced by that certain promissory note dated December 28, 2005, executed
      and
      delivered by Seller in favor of New York Life Insurance Company (“ **Existing
      Lender** ”)
      in the
      original principal amount of $25,000,000.00 (the “ **Note** ”)
      and
      secured, inter alia, by that certain Mortgage, Assignment of Leases and Rents
      and Security Agreement of even date therewith encumbering the Property (the
      “ **Existing
      Mortgage** ”)
      and
      the other documents and instruments evidencing, securing or otherwise relating
      to the Indebtedness, all of which are described in **Exhibit
      J** attached
      hereto and made a part hereof (the Note, the Existing Mortgage and such other
      documents and instruments which evidence and secure the Existing Indebtedness
      are collectively referred to herein as the “ **Existing
      Loan Documents** ”);
      and






7




(b)  if
      Purchaser has made the Downpayment in cash, payment to Seller of the amount
      by
      which (x) the Purchase Price exceeds (y) the sum of (1) the Existing
      Indebtedness plus (2) the DP Amount, and (B) if Purchaser has delivered a
      Downpayment LC, payment to Seller of the amount by which the Purchase Price
      exceeds the Existing Indebtedness, in each case, subject to the apportionments,
      adjustments and credits provided in this Agreement, by wire transfer of
      immediately available funds to an account or accounts designated by
      Seller.




3.2.3  The
      parties hereto acknowledge and agree that the value of the Personal Property
      and
      the Intangible Personal Property is de minimis and that no part of the Purchase
      Price is allocable thereto.




3.3  Subject
      to Section 23.1.3, whenever in this Agreement Purchaser is entitled to a return
      of the Downpayment, Purchaser shall be entitled to the return of the Downpayment
      actually being held by Escrow Agent pursuant to this Agreement, together with
      all interest earned thereon or, if Purchaser has provided a Downpayment LC,
      return of the Downpayment LC. Subject to Section 23.1.3, whenever in this
      Agreement Seller is entitled to retain the Downpayment, Seller shall be entitled
      to the Downpayment actually being held by Escrow Agent pursuant to this
      Agreement, together with all interest earned thereon or the Downpayment LC
      actually delivered to Escrow Agent and shall be entitled to draw or instruct
      Escrow Agent to draw thereupon and Escrow Agent shall deliver the proceeds
      of
      such Downpayment LC to Seller.




3.4  For
      the
      purposes of this Agreement, the capitalized term “ **Business
      Day** ”
means
      any day of the year on which banks are not required or are authorized by law
      to
      close in New York City.




3.5  Whenever
      it is provided in this Agreement that Purchaser is entitled to a credit to
      be
      applied toward payment of the Purchase Price, Seller may elect to pay to
      Purchaser at Closing, by Wire Transferred Funds, an amount equal to such credit
      as Purchaser is so entitled in lieu of such credits.




4.  Closing .




4.1  The
      closing of the transaction contemplated hereby (the “ **Closing** ”)
      shall
      occur at 10:00 AM Eastern Standard Time on April 30, 2007 (such date, as the
      same may be adjourned as provided herein, being herein referred to as the
“ **Closing
      Date** ”).






8




4.2  Purchaser
      and Seller shall each be entitled to adjourn the date scheduled for Closing
      one
      or more times by delivering to the other notice of any such adjournment on
      or
      before the then scheduled Closing Date, setting forth the adjourned date for
      Closing. Notwithstanding the foregoing, under no circumstances shall the Closing
      Date be adjourned to a date later than 10:00 AM Eastern Standard Time on June
      11, 2007 (the “ **Outside
      Closing Date** ”).




4.3  The
      Closing will occur at the offices of Greenberg Traurig, LLP, 200 Park Avenue,
      New York, New York 10166. TIME SHALL BE OF THE ESSENCE WITH RESPECT TO THE
      OBLIGATION OF BOTH SELLER AND PURCHASER TO CLOSE ON THE OUTSIDE CLOSING
      DATE.




5.  As
      Is .




5.1  (a) Except
      as is expressly set forth in this Agreement to the contrary, Purchaser is
      expressly purchasing the Property “AS IS, WHERE IS, AND WITH ALL FAULTS” as of
      the date hereof. Seller has specifically bargained for the assumption by
      Purchaser of all responsibility to investigate the Property, Laws and
      Regulations, Facts, Space Leases and Service Contracts and of all risk of
      adverse conditions existing as of the date hereof and has structured the
      Purchase Price and other terms of this Agreement in Purchase Price thereof.
      Purchaser has undertaken all such investigations of the Property, Laws and
      Regulations, Facts, Space Leases and Service Contracts as Purchaser deems
      necessary or appropriate under the circumstances as to the current status of
      the
      Property and based upon same, except as is expressly set forth in this Agreement
      to the contrary, Purchaser is and will be relying solely upon such inspections
      and examinations and the advice and counsel of its own consultants, agents,
      legal counsel and officers.




(b)  EXCEPT
      AS
      EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER SELLER NOR ANY PERSON ACTING
      ON
      BEHALF OF SELLER, NOR ANY PERSON OR ENTITY WHICH PREPARED OR PROVIDED ANY OF
      THE
      MATERIALS REVIEWED BY PURCHASER IN CONDUCTING ITS DUE DILIGENCE, NOR ANY DIRECT
      OR INDIRECT OFFICER, DIRECTOR, PARTNER, MEMBER, SHAREHOLDER, EMPLOYEE, AGENT,
      REPRESENTATIVE, ACCOUNTANT, ADVISOR, ATTORNEY, PRINCIPAL, AFFILIATE, CONSULTANT,
      CONTRACTOR, SUCCESSOR OR ASSIGN OF ANY OF THE FOREGOING PARTIES (SELLER AND
      ALL
      OF THE OTHER PARTIES DESCRIBED IN THE PRECEDING PORTIONS OF THIS SENTENCE (OTHER
      THAN PURCHASER AND/OR ANY AFFILIATE THEREOF) SHALL BE REFERRED TO HEREIN
      COLLECTIVELY AS THE “ **EXCULPATED
      PARTIES** ”)
      HAS
      MADE OR SHALL BE DEEMED TO HAVE MADE ANY ORAL OR WRITTEN REPRESENTATIONS OR
      WARRANTIES, WHETHER EXPRESSED OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE
      (INCLUDING WITHOUT LIMITATION WARRANTIES OF HABITABILITY, MERCHANTABILITY OR
      FITNESS FOR A PARTICULAR PURPOSE), WITH RESPECT TO THE PROPERTY, THE PERMITTED
      USE OF THE PROPERTY OR THE ZONING AND OTHER LAWS AND REGULATIONS APPLICABLE
      THERETO OR THE COMPLIANCE BY THE PROPERTY THEREWITH, THE REVENUES AND EXPENSES
      GENERATED BY OR ASSOCIATED WITH THE PROPERTY OR OTHERWISE RELATING TO THE
      PROPERTY OR THE TRANSACTIONS CONTEMPLATED HEREIN. PURCHASER FURTHER ACKNOWLEDGES
      THAT EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, ALL MATERIALS THAT HAVE
      BEEN PROVIDED BY ANY OF THE EXCULPATED PARTIES HAVE BEEN PROVIDED WITHOUT ANY
      WARRANTY OR REPRESENTATION, EXPRESSED OR IMPLIED AS TO THEIR SUITABILITY FOR
      ANY
      PURPOSE OR ACCURACY AND EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT,
      PURCHASER SHALL NOT HAVE ANY RECOURSE AGAINST SELLER OR ANY OF THE OTHER
      EXCULPATED PARTIES IN THE EVENT OF ANY ERRORS THEREIN OR OMISSIONS THEREFROM.
      EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PURCHASER IS ACQUIRING THE
      PROPERTY BASED SOLELY ON ITS OWN INDEPENDENT INVESTIGATION AND INSPECTION OF
      THE
      PROPERTY AND NOT IN RELIANCE ON ANY INFORMATION PROVIDED BY SELLER, OR ANY
      OF
      THE OTHER EXCULPATED PARTIES.






9




5.2  Except
      as
      is expressly set forth in this Agreement to the contrary Seller hereby disclaims
      all warranties of any kind or nature whatsoever (including warranties of
      habitability and fitness for particular purposes), whether expressed or implied,
      including, without limitation, warranties with respect to the Property. Except
      as is expressly set forth in this Agreement to the contrary, Purchaser
      acknowledges that it is not relying upon any representation of any kind or
      nature made by Seller, or any of its direct or indirect members, partners,
      shareholders, officers, directors, employees or agents (collectively, the
“ **Seller
      Related Parties** ”)
      with
      respect to the Property. Notwithstanding anything to the contrary contained
      herein, this Article 5 does not limit or affect in any way any indemnification
      provision contained in this Agreement.




5.3  Seller
      makes no warranty with respect to the presence of Hazardous Materials (as
      hereinafter defined) within or upon the Property. Purchaser’s consummation of
      the closing hereunder shall be deemed to constitute an express waiver of
      Purchaser’s right to cause Seller to be joined in any action brought under any
      Environmental Laws (as hereinafter defined). The term “ **Hazardous
      Materials** ”
shall
      mean (a) those substances included within the definitions of any one or more
      of
      the terms “hazardous materials”, “hazardous wastes”, “hazardous substances”,
“industrial wastes”, and “toxic pollutants”, as such terms are defined under the
      Environmental Laws, or any of them, (b) petroleum and petroleum products,
      including, without limitation, crude oil and any fractions thereof,
      (c) natural gas, synthetic gas and any mixtures thereof, (d) asbestos and
      or any material which contains any hydrated mineral silicate, including, without
      limitation, chrysotile, amosite, crocidolite, tremolite, anthophylite and/or
      actinolite, whether friable or non-friable, (e) polychlorinated biphenyl
      (“ **PCBs** ”)
      or
      PCB-containing materials or fluids, (f) radon, urea formaldehyde, lead, lead
      in
      drinking water or lead based paint, (g) any pathogen, toxin or other
      biological agent or condition including, without limitation, any fungus, mold,
      mycotoxin or microbial matter naturally occurring or otherwise, (h) any other
      hazardous or radioactive substance, material, pollutant, contaminant or waste,
      and (i) any other substance with respect to which any Environmental Law or
      governmental authority requires environmental investigation, monitoring or
      remediation. The term “ **Environmental
      Laws** ”
shall
      mean all federal, state and local laws, statutes, guidelines, codes, ordinances,
      regulations, now or hereafter in effect, in each case as amended or supplemented
      from time to time, including, without limitation, all applicable judicial or
      administrative orders, applicable consent decrees and binding judgments relating
      to the regulation and protection of human health, safety, the environment and
      natural resources (including, without limitation, ambient air, surface, water,
      groundwater, wetlands, land surface or subsurface strata, wildlife, aquatic
      species and vegetation), including, without limitation, the Comprehensive
      Environmental Response, Compensation and Liability Act of 1980, as amended
      (42
      U.S.C. §§ 9601 et  seq .),
      the
      Hazardous Material Transportation Act, as amended (49 U.S.C. §§ 1801 et  seq .),
      the
      Federal Insecticide, Fungicide, and Rodenticide Act, as amended (7 U.S.C. §§ 136 et  seq .),
      the
      Resource Conservation and Recovery Act, as amended (42 U.S. §§ 6901 et  seq .),
      the
      Toxic Substance Control Act, as amended (42 U.S.C. §§ 7401 et  seq .),
      the
      Clean Air Act, as amended (42 U.S.C. §§ 7401 et  seq .),
      the
      Federal Water Pollution Control Act, as amended (33 U.S.C. §§ 1251 et  seq .),
      the
      Occupational Safety and Health Act, as amended (29 U.S.C. §§ 651 et  seq .),
      the
      Safe Drinking Water Act, as amended (42 U.S.C. §§ 300f et  seq .),
      Environmental Protection Agency regulations pertaining to Asbestos (including,
      without limitation, 40 C.F.R. part 61, Subpart M), the United States
      Environmental Protection Agency Guidelines on Mold Remediation in Schools and
      Commercial Buildings, the United States Occupational Safety and Health
      Administration regulations pertaining to Asbestos (including, without
      limitation, 29 C.F.R. Sections 1910.1001 and 1926.58), applicable Connecticut
      state and local statutes and the rules and regulations promulgated pursuant
      thereto regulating the storage, use and disposal of Hazardous Materials and
      any
      other state or local counterpart or equivalent of any of the other federal
      statutes, rules and regulations set forth above, and any federal, state or
      local
      transfer of ownership notification or approval statutes.






10




5.4  Subject
      to Section 2.1.11, Purchaser shall accept title to the Property at Closing
      subject to any and all Violations (whether or not of record), including, without
      limitation, those which are the express obligation of a Space Lessee under
      its
      Space Lease to be cured and removed of record.




5.5  Purchaser
      has relied solely upon Purchaser’s own knowledge of the Property based on
      Purchaser’s due diligence in determining the Property’s physical condition.
      Except as expressly set forth in this A greement
      to the contrary, Purchaser releases Seller, the Seller Related Parties and
      their
      respective successors and assigns from and against any and all claims which
      Purchaser or any party related to or affiliated with Purchaser (each, a
“ **Purchaser
      Related Party** ”)
      has or
      may have arising from or related to any matter or thing related to or in
      connection with the Property including the documents and information referred
      to
      herein, the Space Leases and the Space Lessees thereunder, any construction
      defects, errors or omissions in the design or construction and any environmental
      conditions, and, except as expressly set forth in this Agreement to the
      contrary, neither Purchaser nor any Purchaser Related Party shall look to
      Seller, the Seller Related Parties or their respective successors and assigns
      in
      connection with the foregoing for any redress or relief. This release shall
      be
      given full force and effect according to each of its express terms and
      provisions, including those relating to unknown and unsuspected claims, damages
      and causes of action. To the extent required to be operative, the disclaimers
      and warranties contained herein are “conspicuous” disclaimers for purposes of
      any applicable law, rule, regulation or order. Seller acknowledges and agrees
      that the disclaimer and release contained in this Section 5.5 specifically
      excludes and does not apply to Purchaser’s right to implead Seller in any action
      against Purchaser by any third-party and/or governmental entity relating to
      the
      physical, environmental and/or structural condition of the Property or any
      law
      or regulation applicable thereto.






11




5.6  Purchaser
      further acknowledges and agrees that Purchaser’s due diligence included the
      opportunity to assess the financial status and credit quality of the Space
      Lessees. Seller is making no warranties regarding the financial status or credit
      quality of any Space Lessee either currently or at Closing, and Purchaser
      assumes the risk between the date hereof and the Closing of any diminution
      of
      the financial status or credit quality or any bankruptcy of any Space Lessee.
      Without limiting the generality of the foregoing, Purchaser assumes the risk
      that between the date hereof and the Closing Date (i) any Space Lessee may
      default of its obligations under its Space Lease, or may increase the period
      of
      its delinquency in payment of rent, and Seller may terminate the applicable
      Space Lease on account thereof, or (ii) any Space Lease may be rejected in
      a
      bankruptcy proceeding of a Space Lessee, and any such default, termination
      or
      rejection shall not constitute or contribute to a breach of any representation
      or warranty of Seller under this Agreement or to the failure of a condition
      to
      Purchaser’s obligation to close title hereunder, nor shall Purchaser be entitled
      to any reduction of the Purchase Price on account thereof.




5.7  In
      the
      event the fines associated with curing Contract Period Violations exceed the
      Violations Cap, then Purchaser shall have the right, in its sole discretion,
      to
      either (a) terminate this Agreement by written notice to Seller and Escrow
      Agent
      in which event Escrow Agent shall repay to Purchaser the Downpayment, together
      with any interest earned thereon or return to Purchaser the Downpayment L/C
      or
      (b) elect to close title to the Property without any adjustment to the Purchase
      Price; provided however that in the event that Purchaser elects to terminate
      this Agreement pursuant to clause (a) above, Seller shall have the right, by
      written notice to Purchaser delivered not later than five (5) business days
      after Seller’s receipt of Purchaser’s termination notice, to elect to cause
      Purchaser to close title to the Property and receive a credit against the
      Purchase Price in an amount by which the fines associated with curing the
      Contract Period Violations exceed the Violations Cap, in which event Purchaser’s
      termination notice shall be null and void and Purchaser shall be obligated
      to
      close title hereunder.






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5.8  The
      provisions of this Section 5 shall survive the termination of this
      Agreement or the Closing and shall not be deemed to have merged into any of
      the
      documents executed or delivered at the Closing.




6.  Apportionments .




6.1  At
      the
      Closing, the following items shall be apportioned between the parties as of
      11:59 PM on the day preceding the Closing Date. Except as hereinafter expressly
      provided, all prorations shall be done on the basis of a three hundred
      sixty-five (365) day year and the actual number of days elapsed to the Closing
      Date or the actual number of days in the month in which the Closing occurs,
      as
      applicable. Any errors in the apportionments pursuant to this Section 6
      shall be corrected by appropriate re-adjustment between Seller and Purchaser
      post-Closing, provided that notice of any such error, with supporting
      calculations, shall be given by Purchaser to Seller or by Seller to Purchaser,
      as the case may be, no later than one (1) year after the Closing, and all such
      apportionments shall be deemed final as of such date. Except as otherwise
      specifically provided for herein, all apportionments shall be made in the manner
      recommended by the Customs in Respect to Title Closings of the Real Estate
      Board
      of New York, Inc., and there shall be no other apportionments. The items to
      be
      apportioned are:




6.1.1  (a) Fixed
      rent (including electricity, if applicable) under Space Leases (“ **Fixed
      Rent** ”)
      which
      is collected on or prior to the Closing in respect of the month in which the
      Closing occurs (the “ **Current
      Month** ”),
      shall
      be apportioned on a per diem basis based upon the number of days in the Current
      Month prior to the Closing Date (which shall be allocated to Seller) and the
      number of days in the Current Month on and after the Closing Date (which shall
      be allocated to Purchaser). If, at the Closing, any Fixed Rent is unpaid subject
      to clause (c) below, payments of Fixed Rent thereafter received from such Space
      Lessee shall be applied and disbursed in the following order and
      priority:




(i)  First,
      on
      account of Fixed Rent owing by such Space Lessee in respect of the Current
      Month, to be apportioned between Seller and Purchaser as provided in Section
      6.1.1(a);






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(ii)  Next,
      to
      Purchaser, in an amount equal to all other Fixed Rent owing by such Space Lessee
      in respect of all periods after the Current Month;




(iii)  Next,
      to
      Seller, in an amount equal to all other Fixed Rent owing by such Space Lessee
      in
      respect of all periods prior to the Current Month; and




(iv)  The
      balance, if any, to Purchaser.




Each
      party agrees to remit reasonably promptly to the other the amount of such rents
      to which such party is so entitled and to account to the other party monthly
      in
      respect of same. Seller shall have the right from time to time for a period
      of
      three hundred sixty-five (365) days following the Closing, on reasonable prior
      notice to Purchaser, to review Purchaser’s rental records with respect to the
      Property to ascertain the accuracy of such accountings. All such reviews shall
      be conducted at Purchaser’s place of business during normal business hours at no
      cost or expense to Purchaser and in a manner which does not interfere with
      Purchaser’s business operations or those of its tenants. Purchaser shall have
      the right from time to time for a period of three hundred sixty-five (365)
      days
      following the Closing, on reasonable prior notice to Seller, to review Seller’s
      rental records with respect to the Property to ascertain the accuracy of such
      accountings. All such reviews shall be conducted at Seller’s place of business
      during normal business hours at no cost or expense to Seller and in a manner
      which does not interfere with Seller’s business operations or those of its
      tenants.




(b)  If
      the
      Closing shall occur prior to the time when any rental payments for fuel
      pass-alongs, so-called escalation rent or charges based upon real estate taxes,
      operating expenses, labor costs, cost of living or consumer price increases,
      a
      percentage of sales or like items (collectively, “ **Overage
      Rent** ”)
      are
      payable for any period which includes the period prior to the Closing, then
      such
      Overage Rent for the applicable accounting period in which the Closing occurs
      shall be apportioned subsequent to the Closing. Purchaser agrees that it will
      receive in trust and pay over to Seller, within thirty (30) days after
      Purchaser’s receipt thereof, a pro-rated amount of such Overage Rent paid
      subsequent to the Closing by such Space Lessee based upon the portion of such
      accounting period which occurs prior to the Closing (to the extent not
      theretofore collected by Seller on account of such Overage Rent prior to the
      Closing), and shall account to Seller in respect of the same. If, prior to
      the
      Closing, Seller shall collect any sums on account of Overage Rent or fixed
      rent
      for a year or other period, or any portion of such year or other period,
      beginning prior but ending subsequent to the Closing, such sums shall be
      apportioned at the Closing as of the date of the Closing.




(c)  Overage
      Rent prepaid by Space Lessees or otherwise payable by Space Lessees based on
      an
      estimated amount and subject to adjustment or reconciliation pursuant to the
      related Space Leases subsequent to the Closing shall be apportioned as provided
      in Section 6.1.1(b) hereof and shall be re-apportioned as and when the related
      Space Lessee’s actual obligation for such Overage Rent is reconciled pursuant to
      the related Space Lease. Purchaser and Seller shall jointly determine whether
      the items constituting Overage Rent have been overbilled or underbilled with
      respect to accounting periods prior to or in which the Closing occurs. If
      Purchaser and Seller determine (subject to any protest rights of any Space
      Lessee) that there has been an overbilling and an overbilled amount has been
      received, Purchaser shall reimburse or credit against Overage Rent next coming
      due such amount to the Space Lessees which paid the excess amount and the
      parties shall contribute to such reimbursement in the respective proportions
      in
      which the applicable overbilled Overage Rents were previously apportioned
      between the parties as provided in Section 6.1.1(b). If Purchaser and Seller
      determine (subject to any protest rights of any Space Lessee) that there has
      been an underbilling, the additional amount may be billed to the Space Lessees
      who are determined to owe such additional amount, and the parties shall
      apportion such amount(s) so received in the respective proportions in which
      Overage Rents were previously apportioned between the parties as provided in
      Section 6.1.1(b). If Purchaser fails or refuses to seek Seller’s approval of any
      determination as to the existence of any underbilling or overbilling and
      unilaterally makes such determination, Seller shall have no obligation to
      contribute toward any reimbursement of Space Lessees made by Purchaser and
      Seller shall be entitled to recover from Purchaser Seller’s proportionate share
      of any underbilled amount established by Seller.






14




(d)  Amounts
      payable by Space Lessees in respect of overtime heat, air conditioning or other
      utilities or services, freight elevator charges, supplemental water, HVAC and
      condenser charges, services or repairs and labor costs associated therewith,
      above standard cleaning and all other items which are payable to Seller as
      reimbursement or payment for above standard overtime services whether pursuant
      to such Space Lessee’s Space Lease or pursuant to a separate agreement with
      Seller (collectively “ **Reimburseables** ”)
      shall
      not be adjusted, and shall, subject to clause (c) above, belong to the party
      furnishing such utilities, labor or services to such Space Lessee.




(e)  If
      any
      Space Lessee expressly identifies any payment of Post Closing Rent as a payment
      made to be in respect of a period prior to the Closing, or such payment of
      Post
      Closing Rent is otherwise determinable from the context of such payment as
      being
      in respect of a period prior to the Closing ( e.g. ,
      it is
      accompanied by an invoice for an item of Fixed Rent or Overage Rent in such
      amount), then, provided that at the time of such payment such Space Lessee
      is
      current for the period following the Closing in the payment of (i) Fixed Rent,
      and (ii) that portion of Overage Rent relating to real estate taxes, the payment
      (or portion thereof) so identified shall be remitted by Purchaser to Seller
      (subject to apportionment if in respect of the Current Month).




(f)  All
      unapplied security deposits and advance rentals in the nature of security
      deposits paid by Space Lessees (or any predecessor thereof) pursuant to Space
      Leases (“ **Security
      Deposits** ”)
      which
      are described in **Exhibit
      D** ,
      shall
      be delivered to Purchaser at the Closing or, at the option of Seller, Security
      Deposits held in cash at Closing shall be credited toward the Purchase Price.
      Any transfer fees or charges due in respect of the assignment and/or replacement
      of any unapplied security deposit comprised of a letter of credit (a
“ **Security
      LC** ”)
      shall
      be borne by Seller. To the extent that any Security LC shall not be transferable
      as of the Closing, Seller and Purchaser shall cooperate with each other
      following the Closing so as to transfer the same to Purchaser or to obtain
      a
      replacement letter of credit with respect thereto in favor of Purchaser as
      soon
      as practicable after the Closing. Seller shall deliver any such Security LC
      to
      Purchaser at the Closing and until any such Security LC shall be transferred
      or
      replaced, Seller shall, within two (2) Business Days of receipt of Purchaser’s
      certification that an event has occurred under the applicable Space Lease
      entitling the landlord thereunder to apply the Security Deposit, draw upon
      the
      same and deliver the proceeds to Purchaser for Purchaser’s application in
      accordance with the applicable Space Lease provided that such certification
      of
      Purchaser shall contain an agreement in form and substance reasonably
      satisfactory to Seller, whereby Purchaser indemnifies and holds Seller harmless
      from and against any and all obligations, liabilities, claims, demands, losses,
      damages, causes of action, judgments, costs and expenses (including, without
      limitation, reasonable attorneys’ fees and disbursements) arising in connection
      with such drawing. The provisions of this Section 6.1.1(g) shall survive the
      Closing.






15




(g)  (i)  For
      a
      period not to exceed six (6) months subsequent to the Closing, Purchaser agrees
      that it shall include in its regular rent statements to Space Lessees the amount
      of any Fixed Rent and Overage Rent due to Seller pursuant to this Agreement;
      provided, however, that Purchaser shall not be required to institute legal
      proceedings for the collection of such sums or incur any additional expense
      in
      connection therewith.




(ii)  Prior
      to
      the Closing, Seller may bring an action against any Space Lessee for which
      an
      Arrearage exists, and subsequent to the Closing, Seller shall retain the right
      to bring a separate and independent cause of action for money damages only
      against any Space Lessee as to which an Arrearage exists as of the Closing,
      it
      being understood and agreed that, as of the date hereof, Seller shall have
      no
      right to terminate any Space Lease without the Purchaser’s prior written
      consent, exercisable by Purchaser in its sole discretion. At any time after
      Seller commences any such action, Purchaser, at its sole option, may purchase
      the Arrearage from Seller for an amount equal the Arrearage which exists as
      of
      the Closing. Thereafter Purchaser shall be the sole party entitled to bring
      an
      action or proceeding (or maintain the action commenced by Seller) against any
      Space Lessee for which such an advance has been made. All payments thereafter
      received in respect of the Arrearage by Purchaser shall be retained by
      Purchaser.






16




(h)  Seller
      shall have the right from time to time for a period expiring on the later of
      (i)
      of one hundred eighty (180) days following the Closing, or (ii) the disposition
      or settlement of any litigation pending against any Space Lessee on reasonable
      prior notice to Purchaser, to review Purchaser’s rental records with respect to
      the Property to ascertain the accuracy of such accountings. All such reviews
      shall be conducted at Seller’s place of business during normal business hours at
      no cost or expense to Seller and in a manner which does not interfere with
      Seller’s business operations or those of its tenants. Purchaser shall have the
      right from time to time for a period of one hundred eighty (180) days following
      the Closing, on reasonable prior notice to Seller, to review Seller’s rental
      records with respect to the Property to ascertain the accuracy of such
      accountings. All such reviews shall be conducted at Purchaser’s place of
      business during normal business hours at no cost or expense to Purchaser and
      in
      a manner which does not interfere with Purchaser’s business operations or those
      of its tenants.




6.1.2  Except
      to
      the extent required to be paid by Space Lessees directly to the applicable
      taxing authority pursuant to the related Space Leases, real estate taxes, BID
      charges or assessments, unmetered water and sewer charges and vault charges,
      if
      any, and any and all other municipal or governmental assessments of any and
      every nature levied or imposed upon the Property in respect of the current
      fiscal year of the applicable taxing authority in which the Closing Date occurs
      (the “ **Current
      Tax Year** ”),
      on a
      per diem basis based upon the number of days in the Current Tax Year prior
      to
      the Closing Date (which shall be allocated to and paid by Seller on or prior
      to
      Closing) and the number of days in the Current Tax Year on and after the Closing
      Date (which shall be allocated to Purchaser). If the Closing shall occur before
      the tax rate for the Current Tax Year is fixed, the apportionment of real estate
      taxes shall be upon the basis of the tax rate for the next preceding fiscal
      period applied to the latest assessed valuation. Promptly after the new tax
      rate
      is fixed for the fiscal period in which the Closing takes place, the
      apportionment of real estate taxes shall be recomputed. In the event that the
      tax rate for the Current Tax Year is adjusted after the date hereof, the
      adjusted tax rate shall be deemed to apply to real estate taxes for the entire
      Current Tax Year, and the installment of real estate taxes payable in respect
      of
      the Property on January 1, 2007 shall be recalculated to reflect the new tax
      rate for the purposes of apportionment hereunder. Upon the Closing Date and
      subject to the adjustment provided above, Purchaser shall be responsible for
      real estate taxes and assessments levied or imposed upon the Property payable
      in
      respect of the Current Tax Year and all periods after the Current Tax Year.
      In
      the event that any assessments levied or imposed upon the Property are payable
      in installments, the installment for the Current Tax Year shall be prorated
      in
      the manner set forth above and Purchaser hereby assumes the obligation to pay
      any such installments due on and after the Closing Date.




6.1.3  (a) Interest
      accrued in respect of the Existing Indebtedness for the Current Month, on a
      per
      diem basis, based upon the number of days in the Current Month prior to the
      Closing (which shall be allocated to and paid by Seller), and the number of
      days
      on and after the Closing (which shall be the responsibility of
      Purchaser).








17




(b)  The
      amounts held by Existing Lender (as hereinafter defined) in the reserve and
      escrow accounts (individually, a “ **Reserve
      Account** ”
and
      collectively, the “ **Reserve
      Accounts** ”)
      set
      forth in **Exhibit
      H** attached
      hereto and made a part hereof, shall be assigned to Purchaser, and Seller shall
      receive a credit at Closing in an amount equal to the balance in the Reserve
      Accounts.




6.1.4  Intentionally
      omitted.




6.1.5  Charges
      payable under Service Contracts in respect of the Current Billing Period on
      a
      per diem basis based upon the number of days in the current billing period
      prior
      to the Closing Date (which shall be allocated to Seller) and the number of
      days
      in the current billing period on and after the Closing Date (which shall be
      allocated to Purchaser) and assuming that all charges are incurred uniformly
      during the current billing period.




6.1.6  Tenant
      Improvement Costs (as hereinafter defined), if any, as listed on **Exhibit
      S** and
      Payable Commissions (as hereinafter defined), if any, payable under the Leasing
      Brokerage Agreements (as hereinafter defined) and listed on **Exhibit
      E** ,
      in each
      case in respect of any and all Space Leases entered into at any time prior
      to
      the date hereof, shall be either paid by Seller on or prior to the Closing
      or
      credited to Purchaser at Closing. Commissions payable in connection with the
      exercise after the date hereof of any renewal, extension or expansion option
      provided for in any Space Lease shall be allocated to, and paid by
      Purchaser.




6.1.7  Any
      charges or fees for transferable licenses and Permits for the
      Property.




6.1.8  The
      remaining unpaid cost of any work required to complete capital improvement
      projects that have been commenced, but not completed, as of the date hereof
      (but
      not projects included in the current budget that have not been commenced as
      of
      the date hereof), which costs are set forth on **Exhibit
      CC** attached
      hereto, shall be credited to Purchaser.




6.1.9  Intentionally
      omitted.




6.1.10  Interest
      and administrative fees allowable by law on Space Lessees’ security deposits as
      provided in Section 6.1.1(f).




6.1.11  All
      other
      items customarily apportioned in connection with sales of similar property
      in
      the State and City of New York.






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6.2   If
      there
      are water meters or submeters measuring water consumption within the Building
      or
      any meters or submeters measuring the supply of steam, electricity or gas,
      Seller shall endeavor to furnish readings to a date not more than five (5)
      days
      prior to the Closing Date, and the unfixed meter charges and the unfixed sewer
      rents, if any, based thereon for the intervening time shall be apportioned
      on
      the basis of such last readings. If Seller fails or is unable to obtain such
      readings, the Closing shall nevertheless proceed and the parties shall apportion
      the meter charges and sewer rents on the basis of the last readings and bills
      received by Seller and the same shall be appropriately readjusted after the
      Closing on the basis of the next subsequent bills. Unpaid water meter and other
      utility charges as of the Closing Date which (a) are the obligation of Space
      Lessees under Space Leases who are current in all monetary obligations under
      their respective Space Lease and (b) are less than thirty (30) days old, shall
      not be an objection to title and Purchaser shall look solely to such Space
      Lessees for collection of such amounts.




6.3  Seller
      shall furnish to Purchaser not less than two (2) Business Days prior to the
      Closing a proposed closing statement setting forth proposed closing adjustments
      and other credits and charges to each party pursuant to this
      Agreement.




6.4  The
      provisions of this Section 6 shall survive the Closing; provided, however,
      that any re-prorations or re-apportionments shall be made as and when required
      under Section 6.1 above. Any corrected adjustment or proration shall be
      paid in Wire Transferred Funds to the party entitled thereto.




7.  Representations
      and Warranties of the Parties; Certain Covenants *.*




7.1  Seller
      warrants, represents and covenants to and with Purchaser that the following
      are
      true and correct on the date hereof (or as of the date set forth on the
      applicable Exhibit if a preparation date is set forth thereon):




7.1.1  Seller
      is
      a limited liability company duly formed and in good standing under the laws
      of
      the State of Connecticut and has the requisite power and authority to enter
      into
      and to perform the terms of this Agreement. Seller is not subject to any law,
      order, decree, restriction or agreement which prohibits or would be violated
      by
      this Agreement or the consummation of the transactions contemplated hereby.
      The
      execution and delivery of this Agreement and the consummation of the
      transactions contemplated hereby have been duly authorized by all requisite
      action of Seller. This Agreement constitutes, and each document and instrument
      contemplated hereby to be executed and delivered by Seller, when executed and
      delivered, shall constitute the legal, valid and binding obligation of Seller
      enforceable against Seller in accordance with its respective terms (subject
      to
      bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
      creditors’ rights generally).






19




7.1.2  Seller
      is
      not a “foreign person” within the meaning of Section 1445 of the Internal
      Revenue Code 1986, as amended, or any regulations promulgated thereunder
      (collectively, the “ **Code** ”).




7.1.3   Neither
      the execution, delivery and performance of this Agreement nor the consummation
      of the transactions contemplated hereby is prohibited by, or requires Seller
      to
      obtain any consent, authorization, approval or registration under any law,
      statute, rule, regulation, judgment, order, writ, injunction or decree which
      is
      binding upon Seller.




7.1.4  There
      are
      no judgments, orders, or decrees of any kind against Seller unpaid or
      unsatisfied of record, nor any actions, suits or other legal or administrative
      proceedings pending or, to the best of Seller’s actual knowledge, threatened in
      writing against Seller, which could have any material adverse effect on Seller
      or the Property or the ability of Seller to consummate the transactions
      contemplated by this Agreement.




7.1.5  There
      are
      no leases or other written agreements for the use or occupancy of all or any
      portion of the Property to which Seller is a party or by which Seller is bound
      other than those set forth on **Exhibit F** attached
      hereto and made a part hereof (such leases or occupancy agreements, together
      with all renewals, replacements and amendments thereof entered into after the
      date hereof in accordance with Section 27, being herein referred to as the
“ **Space
      Leases** ”).
      Seller has delivered or made available to Purchaser true, correct and complete
      copies of all of the Space Leases, and has delivered to Purchaser or made
      available to Purchaser for review all material tenant correspondence relating
      to
      the Space Leases in the possession or control of Seller or Seller’s property
      manager (collectively, the “ **Lease
      Files** ”).




7.1.6  As
      to the
      Space Leases:




(a)  None
      has
      been modified except as set forth on **Exhibit
      F** and,
      to
      Seller’s knowledge each is in full force and effect. The rent roll (the
“ **Rent
      Roll** ”)
      attached hereto as **Exhibit
      G** is true,
      accurate and complete in all material respects as of the date hereof. No Space
      Lessee is more than thirty (30) days in arrears of its obligations to pay Fixed
      Rent or Overage Rent, except as set forth on the schedule attached hereto as **Exhibit
      G-1** and made
      a part hereof (the “ **Arrearage
      Schedule** ”).




(b)  (i) Seller
      has not received written notice that it is in default in any of its obligations
      under any Space Lease which has not been cured or waived in
      writing.




(c)  Except
      as
      expressly set forth in the Space Leases, no Space Lessee is entitled to any
      free
      rent, abatement, rent concession or tenant improvement allowance, other than
      Tenant Improvement Costs, if any, which are to be prorated pursuant to Section
      6.1.6.






20




(d)  Except
      as
      otherwise set forth in Space Leases or in the Rent Roll, no Space Lessee has
      prepaid any rents or additional rents for more than one (1) month in
      advance.




(e)  Seller
      is
      in possession of the Security Deposits set forth in the schedule attached hereto
      as **Exhibit
      D** and made
      a part hereof, which schedule correctly sets forth whether such Security Deposit
      is held in cash or Security LC. No security deposits in the form of cash
      deposits or letters of credit have been paid to Seller by or on behalf of the
      Space Lessees except as set forth in **Exhibit
      D** .




(f)  Except
      as
      set forth on **Exhibit
      E** attached
      hereto and made a part hereof, there are no leasing brokerage commissions (or
      unpaid installments thereof) with respect to any Space Leases (the “ **Payable
      Commissions** ”)
      which
      are now or will be in the future due and payable (including, renewals,
      extensions or expansions of any Space Lease, regardless of whether or not such
      renewal, extension or expansion is pursuant to a provision contained in an
      existing Space Lease). **Exhibit
      E** sets
      forth the sole leasing brokerage agreements entered into by Seller
      (“ **Leasing
      Brokerage Agreements** ”)
      relating to the Property in effect on the date hereof. At Closing, Purchaser
      shall assume the obligations of Seller arising from and after the Closing under
      the Leasing Brokerage Agreements pursuant to the Omnibus Assignment (as
      hereinafter defined).




(g)  Except
      as
      set forth on **Exhibit
      S** ,
      there
      is no tenant improvement work required to be performed by the landlord under
      any
      Space Lease or for which the landlord is required under any Space Lease to
      reimburse any Space Lessee which has not been completed and/or the costs of
      which (the “ **Tenant
      Improvement Costs** ”)
      have
      not been paid.




(h)  Notwithstanding
      anything to the contrary contained in this Agreement, (i) Seller does not
      represent or warrant that any particular Space Lease will be in force or effect
      at Closing, that the Space Lessees will have performed their obligations under
      the Space Leases or that the Space Lessees will not be the subject of bankruptcy
      proceedings, that any demised premises under any Space Lease are actively
      occupied by any Space Lessee and (ii) the existence of any default by a Space
      Lessee, the failure of a Space Lessee to perform its obligations under its
      Space
      Lease, the termination of any Space Lease prior to Closing by reason of the
      Space Lessee’s default or the existence of bankruptcy proceedings pertaining to
      any Space Lessee, shall not, except as otherwise provided herein, affect the
      obligation of Purchaser to close under this Agreement.






21




7.1.7  Seller
      has not received written notice from a governmental authority of violation
      of
      any Environmental Law that has not been cured.




7.1.8  Except
      as
      set forth on the Rent Roll attached hereto as **Exhibit
      G** **** or
      on the
      list of pending litigation attached hereto and made a part hereof as **Exhibit
      I** and
      other than actions or suits covered by insurance, there are no actions to which
      Seller is a party, suits to which Seller is a party or proceedings to which
      Seller is a party (including landlord/tenant proceedings) pending or threatened
      in writing against Seller or the Property, at law or in equity, before any
      federal, state, municipal or governmental department, commission, board, bureau,
      agency or instrumentality which is reasonably likely to, if adversely
      determined, prohibit or impair Seller from consummating the transactions
      contemplated hereby. There are no disputes pending or threatened by Seller
      or,
      to the best of Seller’s knowledge, against Seller. **Exhibit
      I-1** sets
      forth all pending proceedings for reduction of the assessed valuation of the
      Property (“ **Tax
      Proceedings** ”).




7.1.9  Intentionally
      omitted.




7.1.10  Intentionally
      omitted.




7.1.11  There
      are
      no employees of Seller working at or in connection with the Property and Seller
      is not a party to any union or collective bargaining agreements or employment
      agreements affecting the Property as of the date hereof nor shall any such
      agreements be in effect as of the Closing Date.




7.1.12  There
      are
      no Service Contracts in respect of the Property except as set forth on **Exhibit
      T** attached
      hereto and made a part hereof. Seller has delivered to Purchaser true, correct
      and complete copies of all of the Service Contracts. Nothing herein contained
      shall be deemed to be a guaranty, warranty or assurance that the Service
      Contracts, or any of them, will be in effect at the Closing, and the termination
      of any Service Contract prior to the Closing shall not affect Purchaser’s
      obligations hereunder.




7.1.13  All
      undisputed bills and claims for labor performed and materials furnished to
      or
      for the account of Seller arising prior to the Closing Date will be paid in
      full
      by Seller in the ordinary course of business.




7.1.14  Seller
      has not received any written notice from any governmental authority of (i)
      any
      pending, threatened or contemplated annexation or condemnation proceedings,
      or
      private purchase in lieu thereof, affecting or which may affect the Property
      or
      the Building, or any part thereof, (ii) any proposed or pending proceeding
      to
      change or redefine the zoning classification of all or any part of the Property
      or the Building, (iii) any proposed or pending tax or other assessments
      affecting the Property or any portion thereof and (iv) any penalties or interest
      due with respect to real estate taxes assessed against the
      Property.






22




7.1.15  Seller
      has not received written notice from any governmental authority that any of
      the
      Permits are subject to, or in jeopardy of, cancellation or non-renewal. True,
      correct and complete copies of Permits that are within the possession or control
      of Seller have been provided or made available to Purchaser.




7.1.16  Seller
      represents to Purchaser that neither it nor any of its constituents have engaged
      in any dealings or transactions, directly or indirectly, (a) in contravention
      of
      any U.S., international or other money laundering regulations or conventions,
      including, without limitation, the United States Bank Secrecy Act, the United
      States Money Laundering Control Act of 1986, the United States International
      Money Laundering Abatement and Anti-Terrorist Financing Act of 2001, Trading
      with the Enemy Act (50 U.S.C. § I et seq., as amended), or any foreign asset
      control regulations of the United States Treasury Department (31 DFR, Subtitle
      B, Chapter V, as amended) or any enabling legislation or executive order
      relating thereto, or (b) in contravention of the Uniting and Strengthening
      America by Providing Appropriate Tools Required to Intercept and Obstruct
      Terrorism Act of 2001 (Public Law 107-56, the “ **USA
      PATRIOT ACT** ”)
      or
      Executive Order No. 13224 dated September 24, 2001 issued by the President
      of
      the United States (Executive Order Blocking Property and Prohibiting
      Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism),
      as may be amended or supplemented from time to time (“Anti-Terrorism Order”) or
      on behalf of terrorists or terrorist organizations, including those persons
      or
      entities that are included on any relevant lists maintained by the United
      Nations, North Atlantic Treaty Organization, Organization of Economic
      Cooperation and Development, Financial Action Task Force, U.S. Office of Foreign
      Asset Control, U.S. Securities & Exchange Commission, U.S. Federal Bureau of
      Investigation, U.S. Central Intelligence Agency, U.S. Internal Revenue Service,
      or any country or organization, all as may be amended from time to time. Neither
      Seller nor any of its constituents (i) are or will be conducting any business
      or
      engaging in any transaction with any person appearing on the U.S. Treasury
      department’s Office of Foreign Asset Control list of restrictions and prohibited
      persons, or (ii) are a person described in section 1 of the Anti-Terrorism
      Order, and to the best of Seller’s knowledge, respectively neither Seller nor
      any of its affiliates have engaged in any dealings or transactions, or otherwise
      been associated with any such person. The provisions of this subsection shall
      survive the Closing or earlier termination of this Agreement.




For
      the
      purposes of this Agreement, the terms “to the actual knowledge of Seller”, “to
      the best of Seller’s actual knowledge”, “to Seller’s knowledge”, “Seller has no
      knowledge” and phrases of similar import shall mean the actual, present
      knowledge (and not constructive knowledge) of Roger Thomas, Ricardo Cardozo
      and
      William Rivkin without investigation or inquiry and
      shall not mean that Seller or such individual is charged with knowledge of
      the
      acts, omissions and/or knowledge of Seller’s property manager (or any employee
      thereof) or of Seller’s other agents or employees or of Seller’s predecessors in
      title to the Property. The
      representations and warranties of Seller set forth in this Section 7.1 are
      subject to the limitation that to the extent that Seller has delivered to
      Purchaser any Space Leases prior to the date hereof, and either such Space
      Leases or the Permitted Exceptions contain provisions inconsistent with any
      representation or warranty, then such representation or warranty shall be deemed
      modified to conform to such provisions.






23




7.2  Purchaser
      warrants, represents and covenants to and with Seller that the following are
      true and correct on the date hereof:




7.2.1  Purchaser
      is a Delaware limited liability company, any duly organized, validly existing
      and in good standing under the laws of Delaware and has the requisite power
      and
      authority to enter into and to perform the terms of this Agreement. Purchaser
      has the corporate power and authority to execute, deliver and perform this
      Agreement. Purchaser is not subject to any law, order, decree, restriction,
      or
      agreement which prohibits or would be violated by this Agreement or the
      consummation of the transactions contemplated hereby. The execution and delivery
      of this Agreement and the consummation of the transactions contemplated hereby
      have been duly authorized by all requisite action of Purchaser. This Agreement
      constitutes, and each document and instrument contemplated hereby to be executed
      and delivered by Purchaser, when executed and delivered, shall constitute the
      legal, valid and binding obligation of Purchaser enforceable against Purchaser
      in accordance with its respective terms (subject to bankruptcy, insolvency,
      reorganization, moratorium or similar laws affecting creditor’s rights
      generally).




7.2.2  Neither
      the execution, delivery and performance of this Agreement nor the consummation
      of the transactions contemplated hereby is prohibited by, or requires Purchaser
      to obtain any consent, authorization, approval or registration under any law,
      statute, rule, regulation, judgment, order, writ, injunction or decree which
      is
      binding upon Purchaser.




7.2.3  There
      are
      no judgments, orders, or decrees of any kind against Purchaser unpaid or
      unsatisfied of record, nor any actions, suits or other legal or administrative
      proceedings pending or, to the best of Purchaser’s actual knowledge, threatened
      against Purchaser, which would have any material adverse effect on the business
      or assets or the condition, financial or otherwise, of Purchaser or the ability
      of Purchaser to consummate the transactions contemplated by this
      Agreement.




7.2.4  Purchaser
      is not acquiring the Property with the assets of an employee benefit plan (as
      defined in Section 3(3) of the Employee Retirement Income Security Act of 1974,
      as amended (“ **ERISA** ”)),
      or,
      if plan assets will be used to acquire the Property, Purchaser will deliver
      to
      Seller at Closing a certificate containing such factual representations as
      shall
      permit Seller and its counsel to conclude that no prohibited transaction would
      result from the consummation of the transactions contemplated by this Agreement.
      Purchaser is not a “party in interest” within the meaning of Section 3(3) of
      ERISA with respect to any beneficial owner of Seller.






24




7.2.5  Purchaser
      represents to Seller that neither it nor any of its constituents have engaged
      in
      any dealings or transactions, directly or indirectly, (a) in contravention
      of
      any U.S., international or other money laundering regulations or conventions,
      including, without limitation, the United States Bank Secrecy Act, the United
      States Money Laundering Control Act of 1986, the United States International
      Money Laundering Abatement and Anti-Terrorist Financing Act of 2001, Trading
      with the Enemy Act (50 U.S.C. § I et seq., as amended), or any foreign asset
      control regulations of the United States Treasury Department (31 DFR, Subtitle
      B, Chapter V, as amended) or any enabling legislation or executive order
      relating thereto, or (b) in contravention of the USA PATRIOT ACT or any
      Anti-Terrorism Order or on behalf of terrorists or terrorist organizations,
      including those persons or entities that are included on any relevant lists
      maintained by the United Nations, North Atlantic Treaty Organization,
      Organization of Economic Cooperation and Development, Financial Action Task
      Force, U.S. Office of Foreign Asset Control, U.S. Securities & Exchange
      Commission, U.S. Federal Bureau of Investigation, U.S. Central Intelligence
      Agency, U.S. Internal Revenue Service, or any country or organization, all
      as
      may be amended from time to time. Neither Purchaser nor any of its constituents
      (i) are or will be conducting any business or engaging in any transaction with
      any person appearing on the U.S. Treasury department’s Office of Foreign Asset
      Control list of restrictions and prohibited persons, or (ii) are a person
      described in section 1 of the Anti-Terrorism Order, and to the best of
      Purchaser’s knowledge, respectively neither Purchaser nor any of its affiliates
      have engaged in any dealings or transactions, or otherwise been associated
      with
      any such person. The provisions of this subsection shall survive the Closing
      or
      earlier termination of this Agreement.




7.3  Seller’s
      representations and warranties inclusive, shall survive the Closing for a period
      expiring 180
      days
      following the
      Closing (such survival period being herein referred to as the “ **Survival
      Period** ”).
      Any
      claim by Purchaser after Closing of a breach of the aforesaid representations
      or
      warranties made by Seller (a “ **Breach** ”)
      shall
      be made by Purchaser prior to the expiration of the Survival Period, by
      Purchaser delivering to Seller written notice thereof (a “ **Claim
      Notice** ”).
      If
      Seller fails to cure such Breach within fifteen (15) days after Seller’s receipt
      of a Claim Notice (provided however, if such Breach is not susceptible of cure
      within such fifteen (15) day period, Seller shall have such additional time
      as
      is necessary to cure the Breach if Seller has commenced a cure within such
      fifteen (15) day period and is diligently prosecuting such cure to completion), but
      in no
      event shall such additional time exceed sixty (60) days in the
      aggregate ), Purchaser’s
      sole remedy shall be to commence a legal proceeding in a court of competent
      jurisdiction against Seller alleging that Seller is in breach of such
      representation or warranty (a “ **Proceeding** ”),
      which
      Proceeding must be commenced, if at all, within sixty (60) days after the
      expiration of the Survival Period. Notwithstanding the foregoing, if prior
      to
      the Closing Purchaser becomes aware of one or more Breaches (whether in the
      Bring Down Certificate or otherwise) which, in the aggregate, would not result
      in an adverse economic impact (“ **Damage** ”)
      to
      Purchaser or the Property greater than $102,500.00 (the “ **Threshold** ”),
      Purchaser shall not be entitled to refuse to close title by reason thereof.
      If
      prior to the Closing Purchaser becomes aware of one or more Breaches which
      cause
      Damage in excess of the Threshold, Purchaser may elect to either (i) waive
      such
      Breach or Breaches and close title to the Property, and receive a credit equal
      to the Threshold to be applied against the Purchase Price, or (ii) avail itself
      of the remedies set forth in Section 10.2. If Purchaser has elected to terminate
      this Agreement pursuant to clause (ii) immediately above, Purchaser shall be
      entitled to a Downpayment Return. After the Closing, Purchaser may deliver
      a
      Claim Notice only if Purchaser becomes aware of one or more Breaches which
      results in Damage which exceeds the Threshold. The aggregate liability of Seller
      arising by reason of or in connection with all alleged Breaches asserted after
      the date of Closing shall not in any event exceed $1,025,000. The terms and
      provisions of this Section 7.3 shall survive the Closing and/or termination
      of
      this Agreement.






25




8.  Closing
      Deliveries .




8.1  At
      or
      prior to the Closing:




8.1.1  Seller
      shall execute, acknowledge and deliver to Purchaser in respect of the Property
      a
      limited warranty deed, in the form attached hereto as **Exhibit
      M** and made
      a part hereof (the “ **Deed** ”).




8.1.2  Seller
      shall execute, acknowledge and deliver to Purchaser an assignment of all of
      Seller’s right, title and interest as landlord or otherwise under each of the
      Space Leases in respect of the Property, and of any security deposits required
      thereunder to be held by Seller on the date of the Closing (unless Seller elects
      to credit any of such security deposits to the Purchase Price), in the form
      attached hereto as **Exhibit
      N** and made
      a part hereof (the “ **Assignment
      of Space Leases** ”),
      and
      shall deliver to Purchaser (a) executed originals or copies (if Seller does
      not have originals in its possession), of each of such Space
      Leases.




8.1.3  Seller
      shall execute and deliver to Purchaser notices to the Space Lessees under the
      Space Leases advising them of the sale of the Property in the form attached
      hereto as **Exhibit
      O** and made
      a part hereof.






26




8.1.4  Seller
      shall execute, acknowledge and deliver to Purchaser an omnibus assignment (the
      “ **Omnibus
      Assignment** ”),
      in
      the form attached hereto as **Exhibit
      P** and made
      a part hereof conveying and transferring to Purchaser all right, title and
      interest of Seller, if any, in and to all Personal Property, Improvements,
      Permits, Warranties, Intangible Personal Property, Plans and Leasing Brokerage
      Agreements relating to the Property and Plans.




8.1.5  To
      the
      extent in Seller’s possession or control, Seller shall deliver to Purchaser (a)
      all keys, access cards and security codes to all portions of the Property and
      the Building, (b) all presently effective warranties or guaranties from any
      contractors, subcontractors, suppliers, manufacturers, servicemen or materialmen
      in connection with any of the Personal Property or any construction, renovation,
      repairs or alterations of the Property including the Building, the Improvements
      or any tenant improvements (collectively, the “ **Warranties** ”),
      and
      (c) copies of all as-built plans and specifications for the Building (the
“ **Plans** ”).




8.1.6  Seller
      shall deliver to Purchaser a certificate, duly executed and acknowledged by
      Seller, in accordance with Section 1445 of the Code (a “ **FIRPTA
      Certificate** ”).




8.1.7  Seller
      shall deliver to Purchaser limited liability company **** resolutions
      of Seller and consents of its members in customary form reasonably satisfactory
      to the Title Company, authorizing the transaction contemplated herein and the
      execution and delivery of the documents required to be executed and delivered
      hereunder.




8.1.8  Seller
      shall deliver to Purchaser a certificate of Seller, dated as of the Closing,
      certifying to the fulfillment of the conditions set forth in Section 9.2.2
      hereof (the “ **Bring
      Down Certificate** ”).




8.1.9  (a)  Seller
      shall after the date hereof request and use commercially reasonable efforts
      to
      obtain from each Space Lessee an estoppel (“ **Estoppel** ”)
      which
      shall be either (i) in the form attached hereto as **Exhibit
      Q** and made
      a part hereof or (ii) in the event any Space Lease provides for the form of
      Estoppel that the Space Lessee thereunder shall be required to deliver to the
      landlord under such Space Lease or set(s) forth the matters to be contained
      in
      such an Estoppel in connection with a sale and/or ground lease and/or mortgaging
      of all or any part of the Property, in such form or containing those matters
      required to be addressed by such Space Lessee. Seller shall deliver copies
      of
      each Estoppel to Purchaser for its review promptly following receipt thereof.
      Notwithstanding the foregoing, other than Estoppels from (i) Hachette
      Filipacchi Media, U.S., Inc., (ii) McMahan
      Securities Co. L.P., (iii) HQ
      Global Workplaces LLC, (iv) Greenwich Hospital, (v) Greenwich Capital Markets, Inc., (vi) VCS
      Group LLC, (vii) Wallersutton 2000 Management, LLC (viii) Whitman
      Breed Abbott & Morgan, LLC, (ix) Drs.
      Trepp & Miller, P.C. and (x) Putnam
      Gynecology & Obstetrics of Greenwich, P.C. (collectively, the “ **Identified
      Tenants** ”),
      the
      obtaining and delivery of Estoppels shall not be a condition to Purchaser’s
      obligation to close hereunder. In the event all Tenant Improvement Costs for
      the
      Identified Tenants in (ix) and (x) above are fully paid at or prior to Closing
      (and Seller provides Purchaser with reasonable evidence of such payment),
      Identified Tenant Estoppels for such tenants shall not be a condition to
      Purchaser’s obligations hereunder. On or before the second (2nd) Business Day
      prior to the Closing, as a condition to Purchaser’s obligation to close,
      Purchaser shall have received an Estoppel from each Identified Tenant in the
      form attached to the Space Lease between Seller and such Estoppel Tenant or
      in
      the form of Estoppel attached as **Exhibit
      Q** (collectively, the “ **Identified
      Tenant Estoppel** ”).






27




8.1.10  Seller
      shall execute, acknowledge and deliver all required Connecticut transfer state
      and local tax returns in respect of the Property (the “ **State
      Transfer Tax Return** ”).




8.1.11  Seller
      shall deliver a fully executed commission agreement with respect to HQ Global
      Workplaces LLC.




8.1.12  Seller
      shall deliver a fully executed consent to the sublease of the leased premises
      of
      Hachette Filipacchi Media, U.S., Inc.




8.1.13  Intentionally
      omitted.




8.1.14  Intentionally
      omitted.




8.1.15  Seller
      shall execute, acknowledge and deliver to
      the
      Title Company a title affidavit in the form attached hereto as **Exhibit
      R** and made
      a part hereof.




8.1.16  Intentionally
      omitted.




8.2  At
      or
      prior to the Closing:




8.2.1  Purchaser
      shall pay to Seller the balance of the Purchase Price required pursuant to
      Section 3.2 hereof.




8.2.2  Purchaser
      shall deliver to Seller copies of Purchaser’s resolutions authorizing the
      transaction contemplated by this Agreement.




8.2.3  Purchaser
      shall execute, acknowledge and deliver to Seller a counterpart of the Assignment
      of Space Leases.




8.2.4  Intentionally
      omitted.






28




8.2.5  Purchaser
      shall execute, acknowledge and deliver to Seller a counterpart of the State
      Transfer Tax Return.




8.2.6  Intentionally
      omitted.




8.2.7  Purchaser
      shall execute, acknowledge and deliver to Seller a counterpart of the Omnibus
      Assignment and Assumption.




8.3  Seller
      and Purchaser, at the Closing, shall prepare, execute and deliver to each other,
      subject to all the terms and provisions of this Agreement a closing statement
      setting forth, inter  alia ,
      the
      closing adjustments and material monetary terms of the transaction contemplated
      hereby.




9.  Conditions
      to Closing Obligations .




9.1  Notwithstanding
      anything to the contrary contained herein, the obligation of Seller to close
      title in accordance with this Agreement is expressly conditioned upon the
      fulfillment by and as of the time of the Closing of each of the conditions
      listed below, provided that Seller, at its election, evidenced by written notice
      delivered to Purchaser at or prior to the Closing, may waive any of such
      conditions:




9.1.1  Purchaser
      shall have executed and delivered to Seller all documents described in Section
      8.2, shall have paid all required sums of money and shall have taken or caused
      to be taken all of the other material action required of Purchaser in this
      Agreement.




9.1.2  All
      representations and warranties made by Purchaser in this Agreement shall be
      true
      and correct in all material respects as of the date of the Closing.




9.1.3  The
      closing of the sale of the 125 Property to 125 Purchaser shall have occurred
      or
      shall occur simultaneously with the Closing.




9.2  Notwithstanding
      anything to the contrary contained herein, the obligation of Purchaser to close
      title and pay the Purchase Price in accordance with this Agreement is expressly
      conditioned upon the fulfillment by and as of the time of the Closing of each
      of
      the conditions listed below, provided that Purchaser, at its election, evidenced
      by written notice delivered to Seller at or prior to the Closing, may waive
      all
      or any of such conditions:




9.2.1  Seller
      shall have executed and delivered to Purchaser all of the documents, and shall
      have taken or caused to be taken all of the other material action, required
      of
      Seller under this Agreement.






29




9.2.2  All
      representations and warranties made by Seller in this Agreement shall be true
      and correct in all material respects when made and as of the Closing Date,
      except to the extent the facts and circumstances underlying such representations
      and warranties may have changed as of the Closing, in which event Seller shall
      represent in the Bring Down Certificate such changed facts and circumstances.
      Purchaser shall not be obligated to close if a representation or warranty is
      not
      true and correct in all material respects as of the Closing Date in a manner
      which would have a material adverse effect on the value or intended use of
      the
      Property unless caused by changed facts or circumstances which pursuant to
      the
      express terms of this Agreement are permitted to have occurred.




9.2.3  The
      Title
      Company shall be willing to insure title to the Property pursuant to an Owner’s
      Policy of Title Insurance (ALTA 10-17-92) in the amount of the Purchase Price
      at
      regular rates and without additional premium, subject only to the Permitted
      Exceptions and as otherwise provided in this Agreement (the “ **Title
      Policy** ”).




9.2.4  Purchaser
      shall have received the Lender’s Consent (as hereinafter defined).




9.2.5  Purchaser
      shall have received the Identified Tenant Estoppels required pursuant to Section
      8.1.9.




10.  Limitation
      on Liability of Parties .




10.1  In
      the
      event Purchaser shall default in the performance of Purchaser’s obligations
      under this Agreement and the Closing does not occur as a result thereof (a
      “ **Purchaser
      Default** ”),
      Seller’s sole and exclusive remedy shall be, and Seller shall be entitled, to
      retain the Downpayment and any interest earned thereon or the Downpayment LC
      actually delivered to Escrow Agent, and Seller shall be entitled to draw, or
      instruct Escrow Agent to draw, thereupon and Escrow Agent shall deliver the
      proceeds of the Downpayment LC to Seller, as and for full and complete
      liquidated and agreed damages for Purchaser’s default, and Purchaser shall be
      released from any further liability to Seller hereunder, except that the
      provisions of Sections 12, 13, 23 and 29 hereof shall survive. SELLER AND
      PURCHASER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE
      THE DAMAGES WHICH SELLER MAY SUFFER UPON A PURCHASER DEFAULT AND THAT THE
      DOWNPAYMENT AND ANY INTEREST EARNED THEREON OR THE DOWNPAYMENT LC REPRESENTS
      A
      REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER UPON
      A
      PURCHASER DEFAULT. SUCH LIQUIDATED AND AGREED DAMAGES ARE NOT INTENDED AS A
      FORFEITURE OR A PENALTY WITHIN THE MEANING OF APPLICABLE LAW.






30




10.2  In
      the
      event of a failure of a condition to Purchaser’s obligations hereunder
      (occurring as a result of Seller’s default hereunder) which Purchaser is
      unwilling to waive, or if Seller shall be unable (as opposed to unwilling)
      to
      convey title to Purchaser in accordance with this Agreement, Purchaser may,
      as
      its sole remedy in such event, elect to terminate this Agreement, and in such
      event Escrow Agent shall make a Downpayment Return, and upon the Downpayment
      Return, each party shall be released from any further liability to the other
      hereunder, except that the provisions of Sections 12, 13, 23 and 29 hereof
      shall
      survive.




10.3  In
      the
      event that Seller shall default in the performance of Seller’s obligations under
      this Agreement and the Closing does not occur as a result thereof, Purchaser’s
      sole and exclusive remedy shall be, and Purchaser shall be entitled, to either
      (a) seek specific performance of Seller’s obligations hereunder, provided that
      any such action for specific performance must be commenced within thirty (30)
      days after such default or (b) instruct Escrow Agent to make a Downpayment
      Return. In no event whatsoever shall Seller be liable to Purchaser for any
      damages of any kind whatsoever.




11.  Fire
      or Other Casualty; Condemnation .




11.1  Seller
      agrees (a) to maintain Seller’s Casualty Insurance in full force and effect
      through the Closing, and (b) to give Purchaser reasonably prompt notice of
      any
      fire or other casualty occurring at the Property of which Seller obtains
      knowledge, between the date hereof and the date of the Closing, or of any actual
      or threatened condemnation of all or any part of the Property of which Seller
      obtains knowledge.




11.2  If
      prior
      to the Closing there shall occur damage to the Building caused by fire or other
      casualty, the Closing shall be adjourned for up to twenty (20) days (but in
      no
      event, later than the Outside Closing Date), or for such longer period (not
      to
      exceed sixty the earlier of (x) (60) days and (y) the Outside Closing Date)
      as
      may be reasonably required in order to permit (a) Purchaser’s architect or
      engineer to estimate the cost to repair or restore the Building to its condition
      immediately prior to such casualty (the “ **Estimated
      Repair Cost** ”)
      and
      (b) allow Seller and Purchaser to receive from the insurers under Seller’s
      Casualty Insurance (i) confirmation that such loss is an insured loss and (ii)
      an estimate of the amount of insurance proceeds payable in respect thereof
      (the
      items described in clauses (i) and (ii) being herein referred to as the
“ **Insurer’s
      Loss Payable Statement** ”).
      If,
      prior to the Closing, a fire or other casualty causes damage to the Building
      and
      either (1) the Estimated Repair Cost is $2,800,000 or more, (2) one or more
      Space Lessees occupying more than 25% of the rentable square feet of the
      Building is entitled to terminate its Space Lease (which right has not been
      waived) or (3) the holder of the existing mortgage debt encumbering the
      Property does not agree to make all insurance proceeds payable in respect of
      such casualty available for repair or restoration of the Property (either of
      clauses (1), (2) or (3) being herein referred to as a “ **Material
      Casualty** ”)
      or
      there shall occur a taking by condemnation of any material portion of the
      Property, then, and in either such event, Seller or Purchaser may elect to
      terminate this Agreement by written notice given to the other within (A) in
      the
      case of a fire or other casualty, ten (10) Business Days after receipt of the
      Insurer’s Loss Payable Statement, and (B) in the case of a condemnation, ten
      (10) Business Days after Seller has given Purchaser the notice referred to
      in
      Section 11.1 hereof, in which event Escrow Agent shall promptly make a
      Downpayment Return, this Agreement shall thereupon be null and void and neither
      party hereto shall thereupon have any further obligation to the other, except
      that the provisions of Sections 12, 13, 23 and 29 hereof shall survive such
      termination.






31




11.3  If
      Seller
      and Purchaser do not elect to terminate this Agreement, then (a) the Closing
      shall take place as herein provided, (b) Seller shall at the Closing (i) assign
      to Purchaser, all of Seller’s interest in and to any insurance proceeds or
      condemnation awards which may be payable to Seller on account of any such fire,
      casualty or condemnation, and (ii) credit to Purchaser on account of the
      Purchase Price (A) any such proceeds (as reflected in the Insurer’s Loss Payable
      Statement) or awards theretofore paid, and (B) the amount of any applicable
      insurance deductible. The proceeds of rent interruption insurance, if any,
      shall
      on the Closing Date be appropriately apportioned between Purchaser and
      Seller.




11.4  If,
      prior
      to the Closing, there shall occur (a) damage to the Building caused by fire
      or
      other casualty which is not a Material Casualty or (b) a taking by condemnation
      of any part of the Building **** which
      is
      not material, then, and in either such event, Purchaser shall not have the
      right
      to terminate this Agreement by reason thereof, but Seller shall at Closing,
      assign to Purchaser all of Seller’s interest in any insurance proceeds or
      condemnation awards payable to Seller on account of any such fire, casualty
      or
      condemnation, and shall credit to Purchaser on account of the Purchase Price
      (A) any such proceeds (as reflected in the Insurer’s Loss Payable
      Statement) or awards theretofore paid to Seller, and (B) the amount of any
      applicable insurance deductible. The proceeds of rent interruption insurance,
      if
      any, shall on the Closing Date be appropriately apportioned between Purchaser
      and Seller.




11.5  Nothing
      contained in this Section 11 shall be construed to impose upon Seller any
      obligation to repair any damage or destruction caused by fire or other casualty
      or condemnation.




11.6  For
      purposes of this Section 11 ,
      (a) a
      taking of a material part of the Property shall mean any taking which, in
      Purchaser’s reasonable opinion, leaves remaining a balance of the Property which
      may not be economically operated (after appropriate restoration) for the purpose
      for which the Property was operated or intended to be operated prior to such
      taking, taking into account the Purchase Price to be paid by Purchaser and
      (b)
      taking of a material part of the Property shall mean any taking of an area
      which
      is more than fifteen percent (15%) of the aggregate rentable area of the
      Property.






32




11.7   In
      the
      event that Purchaser does not elect to terminate this Agreement in accordance
      with Section 11.2 above, or upon the occurrence of the events set forth in
      Section 11.4 (a) or (b) above, Seller and Purchaser shall jointly negotiate
      with insurers and any condemning authority regarding the amount of any insurance
      proceeds and/or any condemnation awards payable in respect thereof. Seller
      shall
      not contest, settle or compromise any claim without Purchaser’s approval, which
      will not be unreasonably withheld.




11.8  The
      provisions of this Section
      11 supercede any law applicable to the Property governing the effect of fire or
      other casualty in contracts for real property.




12.  Brokerage .




Purchaser
      and Seller each represent and warrant to the other that it has not dealt with
      any broker, consultant, finder or like agent who might be entitled to a
      commission or compensation on account of introducing the parties hereto, the
      negotiation or execution of this Agreement or the closing of the transactions
      contemplated hereby. Purchaser and Seller each further agrees to indemnify
      and
      hold the other, its respective successors and assigns, harmless from and against
      all claims, losses, liabilities and expenses (including, without limitation,
      reasonable attorneys fees and disbursements) which may be asserted against,
      imposed upon or incurred by such party by reason of any claim made by any other
      broker, consultant, finder or like agent for commissions or other compensation
      for bringing about this transaction or claiming to have introduced the Property
      to Purchaser. The provisions of this Section 12 shall survive the Closing or
      other termination of this Agreement.




13.  Closing
      Costs; Fees and Disbursements of Counsel, etc.




At
      the
      Closing, Seller shall pay (a) the Connecticut Real Estate Conveyance Tax imposed
      pursuant to Connecticut tax law and any local tax law (the “ **State
      Transfer Tax** ”),
      due
      upon or payable in connection with the transfer of title to the Property and
      the
      recordation of the Deed, and (b) all sums required to be paid under any rule
      or
      regulation relating thereto in connection with the sale and transfer of the
      Property to Purchaser. State Transfer Taxes payable hereunder shall, at
      Purchaser’s election, be credited against the Purchase Price and paid by
      Purchaser on behalf of Seller. Seller and Purchaser shall each execute and/or
      swear to the returns or statements required in connection with the State
      Transfer Tax. All such tax payments to be paid by Seller shall be made by
      certified check payable directly to the order of the appropriate governmental
      authority or by Wire Transferred Funds to the Title Company. Purchaser shall
      pay
      (i) all charges for recording and/or filing the Deed and (ii) all title charges
      and survey costs, including the premium for Purchaser’s Title Policy. Each of
      the parties hereto shall bear and pay the fees and disbursements of its own
      counsel, accountants and other advisors in connection with the negotiation
      and
      preparation of this Agreement and the Closing. Seller and Purchaser shall share
      equally (i.e., 50/50) the assumption fee payable in connection with Purchaser’s
      assumption of the Existing Indebtedness. The provisions of this Section 13
      shall survive the Closing.






33




14.  Notices .




Except
      as
      otherwise provided in this Agreement, all notices, demands, requests, consents,
      approvals or other communications (for the purposes of this
      Section collectively referred to as “ **Notices** ”)
      required or permitted to be given hereunder or which are given with respect
      to
      this Agreement, in order to constitute effective notice to the other party,
      shall be in writing and shall be deemed to have been given when (a) personally
      delivered with signed delivery receipt obtained, (b) when transmitted by
      facsimile machine, if followed by giving of, pursuant to one of the other means
      set forth in this Section 14 before the end of the first business day
      thereafter, printed confirmation of successful transmission to the appropriate
      facsimile number of the address listed below as obtained by the sender from
      the
      sender’s facsimile machine, (c) upon receipt, when sent by prepaid reputable
      overnight courier or (d) three (3) days after the date so mailed if sent postage
      prepaid by registered or certified mail, return receipt requested, in each
      case
      addressed as follows:






If
      to
      Seller, to:




500
      West
      Putnam, L.L.C.


c/o
      Mack-Cali Realty Corp.


343
      Thornall Street


Edison,
      New Jersey 08837


Attention:
            Mitchell
                E. Hersh, President and Chief Executive Officer Roger W. Thomas, Esq. Facsimile:
            (732) 205-9015










with
      copies to:




Seyfarth
      Shaw LLP


1270
      Avenue of the Americas


Suite
      2500


New
      York,
      New York 10020


Attention:  John
      P.
      Napoli, Esq.


Stephen
      G. Epstein, Esq.


Facsimile:
      (212) 218-5527








34




If
      to
      Purchaser, to:




SLG
      500
      West Putnam LLC




c/o
      SL
      Green Realty Corp.


420
      Lexington Avenue


New
      York,
      New York 10170


Attention:
            Andrew
                S. Levine, Esq. Facsimile:
            (212) 216-1785







with
      a
      copy to:




Greenberg
      Traurig, LLP


200
      Park
      Avenue


New
      York,
      New York 10166


Attention:
      Robert J. Ivanhoe, Esq.


Facsimile:
      (212) 801-6400




If
      to
      Escrow Agent, to:




Lawyers
      Title Insurance Corporation


2
      Grand
      Central


140
      East
      45th Street


22nd
      Floor


New
      York,
      New York 10017


Attention:  Mark
      Baillie


Facsimile:
      (212) 973-6722





Notices
      shall be valid only if served in the manner provided above. Notices may be
      sent
      by the attorneys for the respective parties and each such Notice so served
      shall
      have the same force and effect as if sent by such party.




15.  Survival;
      Governing Law .




Except
      as
      otherwise expressly set forth in this Agreement, the provisions of this
      Agreement shall not survive the Closing provided
      for herein. This Agreement shall be governed by, interpreted under, and
      construed and enforced in accordance with, the laws of the State of New York
      in
      effect from time to time except for such matters which, with respect to the
      Property, are subject to the laws of the state in which the Property is located
      and may not, under the laws of such state, be waived by contract, as to which
      matters, the laws of the state in which the Property is located shall govern.




16.  Counterparts;
      Captions .




This
      Agreement may be executed in counterparts, each of which shall be deemed an
      original. The captions are for convenience of
      reference only and shall not affect the construction to be given any of the
      provisions hereof.






35




17.  Entire
      Agreement; No Third Party Beneficiaries .




This
      Agreement (including all exhibits annexed hereto), contains the entire agreement
      between the parties with respect to the subject
      matter hereof and supersedes all prior understandings, if any, with respect
      thereto. This Agreement may not be modified, changed, supplemented or
      terminated, nor may any obligations hereunder be waived, except by written
      instrument signed by the party to be charged or by its agent duly authorized
      in
      writing or as otherwise expressly permitted herein. The parties do not intend
      to
      confer any benefit hereunder on any person, firm or corporation other than
      the
      parties hereto. The provisions of this Section shall survive the
      Closing.




18.  Waivers;
      Extensions .




No
      waiver
      of any breach of any agreement or provision herein contained shall be deemed
      a
      waiver of any preceding or succeeding breach thereof or of any other agreement
      or provision herein contained. No extension of time for
      performance of any obligations or acts shall be deemed an extension of the
      time
      for performance of any other obligations or acts.




19.  Further
      Assurances .




The
      parties each agree to do such other and further acts and things, and to execute
      and deliver such instruments and documents (not creating any obligations
      additional to those otherwise imposed by this Agreement) as either may
      reasonably request from time to time, whether at or after the Closing, in
      furtherance of the purposes of this Agreement. The provisions of this
      Section 19 shall survive the Closing. Each party shall cooperate with each
      other and do all acts as may be reasonably required or requested by the other
      with regard to the fulfillment of any condition precedent to such other party’s
      obligations hereunder, including execution of any documents, applications or
      permits, but the representations and warranties of any party made in this
      Agreement shall not be affected or released by any investigation or inquiry
      made
      by any party or any of its agents or consultants or by any waiver or fulfillment
      of any such condition.




20.  Assignment




Except
      as
      set forth below, Purchaser shall neither assign its rights nor delegate its
      obligations hereunder without obtaining Seller’s prior written consent, which
      consent shall not be unreasonably withheld. Notwithstanding the foregoing or
      anything herein to the contrary, Purchaser may assign its rights and obligations
      hereunder (and, otherwise, this Agreement) to: (a) an entity or entities with
      respect to which Purchaser or its affiliates control or is under common
      ownership, either directly or indirectly, to the extent of at least fifty-one
      percent (51%) ownership interest of such entity or entities (any such entity,
      a
“ **Permitted
      Assignee** ”
and,
      for the avoidance of doubt, any such Permitted Assignee shall also constitute
      and be referred to hereunder, including, without limitation, under Section
      34,
      as the “Purchaser”); or (b) solely for the purpose of effectuating an Exchange
      for Purchaser, and subject to Section 34, one or more “exchange accommodation
      titleholders” (“ **EAT** ”)
      (within the meaning of the Revenue Procedure (as defined in Section 34)) and/or
      one or more limited liability companies, partnerships, real estate investment
      trusts, or business trusts or other entities (any of which, a “Non-Corporate
      Entity”), directly or indirectly, owned by any one or more of the Purchaser,
      entities that would qualify as a Permitted Assignee of Purchaser and/or any
      one
      or more EATs; provided, however, and notwithstanding anything herein to the
      contrary, any such Non-Corporate Entity may then be further assigned, on or
      prior to the Closing, to any such one or more EATs (and/or to any other
      Non-Corporate Entity that is, directly or indirectly, wholly-owned by any such
      one or more EATs as necessary to enable the Purchaser to effectuate its
      Exchange. Whereas any such assignment referred to in clause (b) shall be subject
      to the provisions of Section 34 hereof, any such assignment to a Permitted
      Assignee referred to in clause (a) above shall be subject to (i) Purchaser
      assigning to the Permitted Assignee all of its right, title and interest in
      and
      to the Downpayment, and (ii) Purchaser delivering to Seller a copy of a fully
      executed assignment and assumption agreement prior to Closing. Notwithstanding
      any assignment of this Agreement in accordance with the terms of this Section
      20, Purchaser named herein shall remain jointly and severally liable with the
      assignee (although not any EAT or Purchaser Intermediary (defined in Section
      34
      hereof)) for the payment and performance of all of Purchaser’s obligations
      hereunder.






36




21.  Pronouns;
      Joint and Several Liability .




All
      pronouns and any variations thereof shall be deemed to refer to the masculine,
      feminine or neuter, singular or plural, as the identity of the parties may
      require. The liability of Seller hereunder shall be joint and
      several.




22.  Successors
      and Assigns .




This
      Agreement shall bind and inure to the benefit of
      Seller, Purchaser and their respective permitted successors and
      assigns.




23.  Escrow .




23.1  Escrow
      Agent shall hold the Downpayment, together with all interest earned thereon,
      in
      its interest bearing escrow account (provided that Seller and Purchaser shall
      each provide Escrow Agent with a W-9 form and an Order to Invest), or the
      Downpayment LC, as the case may be in accordance with the
      following:




23.1.1  Escrow
      Agent shall hold the Downpayment, together with all interest earned thereon,
      in
      Escrow Agent’s escrow account at JPMorgan Chase Bank, NA, and shall cause the
      Downpayment to earn interest at JPMorgan Chase Bank, NA’s then prevailing
      insured money market rates on trust account deposits of similar size. Escrow
      Agent shall have no liability for any fluctuations in the interest rate paid
      by
      JPMorgan Chase Bank, NA on the Downpayment, and is not a guarantor
      thereof.




23.1.2  If
      Escrow
      Agent receives a written notice signed by both Seller and Purchaser stating
      that
      the Closing has occurred and that Seller is entitled to receive the Downpayment
      or Purchaser is entitled to receive the Downpayment LC, as the case may be,
      Escrow Agent shall deliver the Downpayment, together with the interest earned
      thereon to Seller or the Downpayment LC to Purchaser, as the case may be. If
      Escrow Agent receives a written notice signed by both Seller and Purchaser
      that
      this Agreement has been terminated or canceled, Escrow Agent shall deliver
      the
      Downpayment, together with the interest thereon or the Downpayment LC as
      directed therein.






37




23.1.3  If
      Escrow
      Agent receives a written request signed by Purchaser or Seller (the
“ **Noticing
      Party** ”)
      stating that this Agreement has been canceled or terminated and that the
      Noticing Party is entitled to the Downpayment or the Downpayment LC, as the
      case
      may be, or that the other party hereto (the “ **Non-Noticing
      Party** ”)
      has
      defaulted in the performance of its obligations hereunder, Escrow Agent shall
      mail (by certified mail, return receipt requested) a copy of such request to
      the
      Non-Noticing Party. The Non-Noticing Party shall have the right to object to
      such request for the Downpayment or the Downpayment LC, as the case may be,
      by
      written notice of objection delivered to and received by Escrow Agent ten (10)
      Business Days after the date of Escrow Agent’s mailing of such copy to the
      Non-Noticing Party, but not thereafter. If Escrow Agent shall not have so
      received a written notice of objection from the Non-Noticing Party, Escrow
      Agent
      shall deliver the Downpayment, together with the interest earned thereon or
      the
      Downpayment LC, as the case may be, to the Noticing Party. If Escrow Agent
      shall
      have received a written notice of objection within the time herein prescribed,
      Escrow Agent shall refuse to comply with any requests or demands on it and
      shall
      continue to hold the Downpayment, together with any interest earned thereon
      or
      the Downpayment LC, as the case may be, until Escrow Agent receives either
      (a) a
      written notice signed by both Seller and Purchaser stating who is entitled
      to
      the Downpayment (and interest) or the Downpayment LC, as the case may be, or
      (b)
      a final order of a court of competent jurisdiction directing disbursement of
      the
      Downpayment (and interest) or the Downpayment LC, as the case may be, in a
      specific manner, in either of which events Escrow Agent shall then disburse
      the
      Downpayment, together with the interest earned thereon or deliver the
      Downpayment LC, as the case may be, in accordance with such notice or order.
      Escrow Agent shall not be or become liable in any way or to any person for
      its
      refusal to comply with any such requests or demands until and unless it has
      received a direction of the nature described in clause (a) or (b)
      above.




23.2  Any
      notice to Escrow Agent shall be sufficient only if received by Escrow Agent
      within the applicable time period set forth herein. All mailings and notices
      from Escrow Agent to Seller and/or Purchaser, or from Seller and/or Purchaser
      to
      Escrow Agent, provided for in this Section 23 shall be addressed to the
      party to receive such notice at its notice address set forth in Section 14
      above (with copies to be similarly sent to the additional persons therein
      indicated), but the provisions of Section 14 relating to the manner of
      giving notices and the effective dates thereof shall have no application to
      the
      provisions of this Section 23.






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23.3  Notwithstanding
      the foregoing, if Escrow Agent shall have received a written notice of objection
      as provided for in Section 23.1.3 above within the time therein prescribed,
      or shall have received at any time before actual disbursement of the Downpayment
      or delivery of the Downpayment LC, as applicable, a written notice signed by
      either Seller or Purchaser disputing entitlement to the Downpayment or delivery
      of the Downpayment LC, as applicable, or shall otherwise believe in good faith
      at any time that a disagreement or dispute has arisen between the parties hereto
      over entitlement to the Downpayment or delivery of the Downpayment LC, as
      applicable (whether or not litigation has been instituted), Escrow Agent shall
      have the right, upon written notice to both Seller and Purchaser, (a) to deposit
      the Downpayment, together with the interest earned thereon or delivery of the
      Downpayment LC, as applicable, with the Clerk of the Court in which any
      litigation is pending and/or (b) to take such reasonable affirmative steps
      as it
      may, at its option, elect in order to terminate its duties as Escrow Agent,
      including, without limitation, the depositing of the Downpayment, together
      with
      the interest earned thereon, with a court of competent jurisdiction and the
      commencement of an action for interpleader, the costs thereof to be borne by
      whichever of Seller or Purchaser is the losing party, and thereupon Escrow
      Agent
      shall be released of and from all liability hereunder except for any previous
      gross negligence or willful misconduct.




23.4  Escrow
      Agent is acting hereunder without charge as an accommodation to Purchaser and
      Seller, it being understood and agreed that Escrow Agent shall not be liable
      for
      any error in judgment or any act done or omitted by it in good faith or pursuant
      to court order, or for any mistake of fact or law. Escrow Agent shall not incur
      any liability in acting upon any document or instrument believed thereby to
      be
      genuine. Escrow Agent is hereby released and exculpated from all liability
      hereunder, except only for willful misconduct or gross negligence. Escrow Agent
      may assume that any person purporting to give it any notice on behalf of any
      party has been authorized to do so. Escrow Agent shall not be liable for, and
      Purchaser and Seller hereby jointly and severally agree to indemnify Escrow
      Agent against, any loss, liability or expense, including reasonable attorney’s
      fees (paid to retained attorneys) arising out of any dispute under this
      Agreement, including the cost and expense of defending itself against any claim
      arising hereunder.




24.  Tax
      Proceedings .




If
      any
      proceedings for the reduction of the assessed valuation of the Property (“Tax
      Proceedings”) relating to any tax years ending prior to the tax year in which
      the Closing occurs are pending at the time of the Closing, Seller reserves
      and
      shall have the right to continue to prosecute and/or settle the same in Seller’s
      sole discretion at no cost or expense to Purchaser, and any refunds or credits
      due for the periods prior to Purchaser’s ownership of the Property shall remain
      the sole property of Seller (subject to the rights, if any, of Space Lessees
      thereto). From and after the date hereof until the Closing, Seller is hereby
      authorized to commence any new Tax Proceedings and/or continue any Tax
      Proceedings, and in Seller’s sole discretion at its sole cost and expense to
      litigate or settle same; provided, however, that Purchaser shall be entitled
      to
      that portion of any refund relating to the period occurring after the Closing
      after payment to Seller of all costs and expenses, including, without
      limitation, reasonable attorneys’ fees and disbursements, incurred by Seller in
      obtaining such refund. Purchaser shall deliver to Seller, reasonably promptly
      after request therefor, receipted tax bills and canceled checks used in payment
      of such taxes and shall execute any and all consents or other documents, and
      do
      any act or thing necessary for the collection of such refund by Seller. The
      provisions of this Section 24 shall survive the Closing.






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25.  Intentionally
      omitted .




26.  Maintenance
      of the Property .




Between
      the date of this Agreement and the Closing, Seller shall operate the Property
      in
      the same manner as before the making of this Agreement. Seller shall not remove
      or transfer to any third party any Personal Property after the date hereof,
      except for repair or replacement thereof or in the ordinary course of business.
      Seller shall not commence any new capital projects at the Property. Seller
      agrees to use commercially reasonable efforts to take all actions necessary
      to
      remove Aries Shipping & Management, Inc., Horizon Shipping, Inc. and
      Flagship Trading & Shipping (U.S.A.), Inc. and Winklevoss Consultants, Inc.
      which, as of the date hereof, are occupying their space as holdover tenants
      (the
“ **Holdover
      Tenants** ”),
      including, without limitation, instituting summary dispossess proceedings and
      Seller agrees to consult with Purchaser with respect to such proceedings. In
      the
      event that Seller commences summary dispossess proceedings or any other action
      to evict one or both of the Holdover Tenants and such tenants have not vacated
      their space prior to the Closing Date, Seller agrees to assign to Purchaser
      any
      and all actions in law or in equity which have been commenced against the
      Holdover Tenants.




27.  Leasing
      and Contracts .




Seller
      shall not, after the date of this Agreement, enter into any new Space Lease
      or
      Service Contract affecting the Property, or any amendment, expansion, extension
      or renewal thereof (except as expressly authorized by a Space Lease), or permit
      any Space Lessee to enter into any sublease, assignment or agreement pertaining
      to the Property (except as expressly authorized by such Space Lessee’s Space
      Lease), or waive, compromise or settle any rights of Seller under any contract
      or Space Lease, or return any Security Deposit (except as expressly authorized
      by a Space Lessee’s Space Lease) (collectively a “ **Material
      Transaction** ”),
      without in each case obtaining Purchaser’s prior written consent thereto which
      consent may be withheld in Purchaser’s sole discretion. Seller shall not propose
      any new Service Contract which is not terminable without cost or penalty upon
      not more than thirty (30) days prior notice. When seeking Purchaser’s consent to
      a Material Transaction that is a new Space Lease or a material modification
      of
      an existing Space Lease, Seller’s notice shall provide notice of the identity of
      the proposed tenant, a term sheet or letter of intent containing material
      business terms (including, without limitation, the rent, expense base,
      concessions, tenant improvement allowances, brokerage commissions, and expansion
      and extension options) (the “ **Material
      Terms** ”)
      and
      such credit and background information, if any, as Seller then possesses with
      respect to such proposed Space Lessee. Seller shall use commercially reasonable
      efforts to provide Purchaser with regular reports and information regarding
      the
      status of approved Material Transactions being negotiated. Purchaser shall
      be
      responsible for Tenant Improvement Costs and leasing commissions and all other
      leasing costs payable in connection with any new Space Lease approved or deemed
      approved by Purchaser pursuant to this Section.






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28.  Intentionally
      omitted.




29.  Confidentiality;
      Public Disclosure .




Prior
      to
      Closing and except as set forth below, Seller and Purchaser covenant and agree
      not to communicate the terms or any aspect of this Agreement and the
      transactions contemplated hereby to any person or entity and to hold, in the
      strictest confidence, the content of any and all information in respect of
      the
      Property which is supplied by Seller to Purchaser or by Purchaser to Seller,
      without the express written consent of the other party; provided, however,
      that
      either party may, without consent, disclose the terms hereof and the
      transactions contemplated hereby (a) to its respective advisors, consultants,
      officers, directors, principals, investors, attorneys, accountants and lenders
      (the “ **Transaction
      Parties** ”)
      without the express written consent of the other party, so long as any such
      Transaction Parties to whom disclosure is made shall also agree to keep all
      such
      information confidential in accordance with the terms hereof and (b) if
      disclosure is required by law or by regulatory or judicial process or pursuant
      to any regulations promulgated by either the Securities and Exchange Commission,
      the New York Stock Exchange or other public exchange for the sale and purchase
      of securities, provided that in such event Seller or Purchaser, as applicable,
      shall notify the other party in writing of such required disclosure, shall
      exercise all commercially reasonable efforts to preserve the confidentiality
      of
      the confidential documents or information, as the case may be, including,
      without limitation, reasonably cooperating with the other party to obtain an
      appropriate order or other reliable assurance that confidential treatment will
      be accorded such confidential documents or information, as the case may be,
      by
      such tribunal and shall disclose only that portion of the confidential documents
      or information which it is legally required to disclose. The foregoing
      confidentiality obligations shall not apply to the extent that any such
      information is a matter of public record or is provided in other sources readily
      available to the real estate industry other than as a result of disclosure
      by
      Seller or Purchaser, as applicable. Prior to Closing, any release to the public
      of information with respect to the transactions contemplated under this
      Agreement shall be in form approved by both Purchaser and Seller, and their
      respective counsel. This Section shall terminate at Closing.




30.  Governing
      Law; Jurisdiction, Waivers .




30.1  This
      Agreement has been negotiated, executed and delivered and shall be governed
      by
      and construed in accordance with the laws of the State of New York from time
      to
      time in effect, without giving effect to the State of New York principles of
      conflicts of law ( except
      for such matters which, with respect to the Property, are subject to the laws
      of
      the state in which the Property is located and may not, under the laws of such
      state, be waived by contract, as to which matters, the laws of the state in
      which the Property is located shall govern), except
      that it is the intent and purpose of Seller and Purchaser that the provisions
      of
      Section 5-1401 of the General Obligations Law of the State of New York
      shall apply to this Agreement. EACH PARTY HERETO AGREES THAT ALL ACTIONS OR
      PROCEEDINGS ARISING IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS
      CONTEMPLATED HEREBY SHALL BE TRIED AND LITIGATED IN STATE OR FEDERAL COURTS
      LOCATED IN THE STATE OF NEW YORK, UNLESS SUCH ACTIONS OR PROCEEDINGS ARE
      REQUIRED TO BE BROUGHT IN ANOTHER COURT TO OBTAIN SUBJECT MATTER JURISDICTION
      OVER THE MATTER IN CONTROVERSY. TO THE EXTENT PERMITTED BY LAW, EACH PARTY
      HERETO IRREVOCABLY WAIVES ANY RIGHT ANY PARTY HERETO MAY HAVE TO ASSERT THE
      DOCTRINE OF FORUM NON CONVENIENS, TO ASSERT THAT ANY PARTY HERETO IS NOT SUBJECT
      TO THE JURISDICTION OF THE AFORESAID COURTS OR TO OBJECT TO VENUE TO THE EXTENT
      ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION 30. SERVICE OF
      PROCESS, SUFFICIENT FOR PERSONAL JURISDICTION IN ANY ACTION AGAINST ANY PARTY
      HERETO, MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED,
      TO ANY SUCH PARTY’S ADDRESS INDICATED IN SECTION 14 HEREOF.






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30.2  EACH
      OF
      SELLER AND PURCHASER HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVES, IN CONNECTION
      WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT BY THE OTHER PARTY HERETO UNDER
      THIS
      AGREEMENT OR IN CONNECTION WITH ANY TRANSACTION CONTEMPLATED HEREBY, ANY AND
      EVERY RIGHT EACH OF SELLER AND PURCHASER MAY HAVE TO (A) INJUNCTIVE RELIEF
      (EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT TO THE CONTRARY),
      (B) A TRIAL BY JURY, (C) INTERPOSE ANY COUNTERCLAIM THEREIN (EXCEPT
      FOR ANY COMPULSORY COUNTERCLAIM WHICH, IF NOT ASSERTED IN SUCH SUIT, ACTION
      OR
      PROCEEDING, WOULD BE WAIVED), AND (D) HAVE THE SAME CONSOLIDATED WITH ANY
      OTHER OR SEPARATE SUIT, ACTION OR PROCEEDING.




31.  Independent
      Counsel .
      Seller
      and Purchaser each acknowledge that: (a) they have been represented by
      independent counsel in connection with this Agreement; (b) they have executed
      this Agreement with the advice of such counsel; and (c) this Agreement is the
      result of negotiations between the parties hereto and the advice and assistance
      of their respective counsel. The fact that this Agreement was prepared by
      Seller’s counsel as a matter of convenience shall have no import or significance
      to the construction of this Agreement. Any uncertainty or ambiguity in this
      Agreement shall not be construed against Seller because Seller’s counsel
      prepared this Agreement in its final form.






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32.  Non-Liability .
      Notwithstanding anything to the contrary contained in this Agreement, none
      of
      the Seller Related Parties shall have any personal obligation or liability
      hereunder, and Purchaser shall not seek to assert any claim or enforce any
      of
      its rights hereunder against any of the Seller Related Parties. Notwithstanding
      anything to the contrary contained in this Agreement, none of the Purchaser
      Related Parties shall have any personal obligation or liability hereunder,
      and
      Seller shall not seek to assert any claim or enforce any of its rights hereunder
      against any of the Purchaser Related Parties.




33.  Intentionally
      omitted.




34.  Like-kind
      Exchange .
      Purchaser and Seller each understand that the other party (or any of their
      affiliates) may consummate the purchase or sale of the Property as part of
      a
      so-called like-kind or tax-deferred exchange (the “Exchange”) pursuant to
      Section 1031 of the Code and the Treasury Regulations thereunder, as well as
      pursuant to Revenue Procedure 2000-37, 2000-2 C.B. 38 (the “ **Revenue
      Procedure** ”),
      and
      that, notwithstanding anything hereunder to the contrary, each of Purchaser
      and
      Seller agrees to cooperate with the exchanging party in connection therewith
      (including, but not limited to, executing such documents, and acknowledging
      receipt thereof in writing, as the other party may reasonably request), provided
      that: (i) Seller shall effect the Exchange through an assignment of its rights,
      but not its obligations, under this Agreement to a “qualified intermediary” of
      Seller (within the meaning of, and as provided in, Treasury Regulations Section
      1.1031(k)-1(g)(4)) (“ **Seller
      Intermediary** ”)
      whereby the Seller Intermediary shall not be required to acquire or hold title
      to any real property for purposes of consummating the Exchange; (ii) Purchaser
      may effect its Exchange through either: (a) an assignment of its rights, but
      not
      its obligations, under this Agreement to a “qualified intermediary” (within the
      meaning of Treasury Regulations Section 1.1031(k)-1(g)(4)(iii) (“ **Purchaser
      Intermediary** ”),
      whereby the Purchaser Intermediary shall not be required to acquire or hold
      title to any real property for purposes of consummating the Exchange; and/or
      (b)
      any assignment referred to in clause (b) of Section 20; (iii) the exchanging
      party shall pay any additional costs that would not otherwise have been incurred
      by either party had the exchanging party not consummated the sale through the
      Exchange and (iv) the exchanging party shall, and hereby does, indemnify and
      hold the other party harmless from any loss, cost, damage, liability or expense
      which may arise or which the other party may suffer in connection with, an
      Exchange. Purchaser and Seller shall not by this Agreement or acquiescence
      to
      the Exchange by the other of them (1) have its rights under this Agreement
      affected or diminished in any manner or (2) be responsible for compliance with
      or be deemed to have warranted to the exchanging that the Exchange in fact
      complies with Section 1031 of the Code. The indemnification provisions set
      forth
      in this Section 34 shall survive the Closing.






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35.  Assumption
      of Existing Loan . (a) At
      Closing, Purchaser shall assume all indebtedness consisting of the outstanding
      principal balance of the Existing Indebtedness as of the Closing Date and all
      of
      Sellers’ obligations under the Existing Loan Documents which arise from and
      after the Closing Date. Purchaser shall seek to obtain the written consent
      of
      Existing Lender to the transactions contemplated by this Agreement in a timely
      manner including, without limitation, as provided in this Section 35, which
      written consent shall contain a release by Existing Lender of Seller and of
      any
      guarantor from any and all liabilities and obligations under the Loan Documents
      from and after the Closing Date, in form and substance reasonably satisfactory
      to Seller and Lender shall consent to such modifications to the Existing Loan
      Documents as may be necessary in light of Purchaser’s status as a subsidiary of
      a publicly traded company in order to not cause such status to constitute a
      default under the Existing Loan Documents (“ **Lender’s
      Consent** ”).
      In
      the event Lender’s Consent is not obtained by the date which is 5 business days
      prior to the Outside Closing Date, Seller may, at Seller’s option, but with no
      obligation to do so (at Seller’s sole expense), to the extent allowed by the
      Existing Lender, prepay the Existing Loan (along with any prepayment or other
      charges imposed by the Existing Lender) or cause the lien of the Existing
      Mortgagee to be removed of record against the Property at or prior to Closing,
      in which event Purchaser shall be required to close provided all of the other
      conditions in this Agreement are satisfied. Purchaser shall provide all other
      documentation required by Existing Lender as may be necessary to permit such
      assignment and assumption. Seller agrees to use commercially efforts, at no
      cost
      to Seller, in good faith, to cooperate with Purchaser in connection with
      Purchaser’s efforts to obtain Lender’s Consent. In the event that Existing
      Lender or the servicer acting on behalf of Existing Lender in connection with
      the Existing Financing (“ **Servicer** ”)
      requires payment of a deposit or fee in connection with the submission of the
      request for Lender’s Consent and/or the due diligence to obtain Lender’s
      Consent, Purchaser and Seller shall each pay one-half of any such deposit or
      fee. Seller and Purchaser shall also share equally (i.e., 50/50) the assumption
      fee in connection with the assumption of the Existing Indebtedness as set forth
      in the Existing Loan Documents, provided however that each of Seller and
      Purchaser shall pay the legal fees and disbursements of their respective legal
      counsel. In the event that Purchaser is not approved by Existing Lender on
      or
      before May 25, 2007 (the “ **Lender
      Consent Period** ”),
      then
      Seller or Purchaser, shall have the right, upon written notice to the other,
      to
      extend the Lender Consent Period for such additional time as the party electing
      to so extend determines in its sole discretion, but in no event shall such
      additional period of time go beyond the date that is five (5) business days
      prior to the Outside Closing Date. Purchaser shall send to Seller copies of
      all
      correspondence and enclosures to or from Lender (i) within two (2) business
      days
      of Purchaser’s receipt of same from Existing Lender and (ii) contemporaneously
      with Purchaser’s delivery of same to Existing Lender. Nothing contained herein
      shall create, or be deemed to create, a mortgage or other contingency for the
      benefit of Purchaser.




44


IN
      WITNESS WHEREOF, the parties have duly executed this Agreement as of the day
      and
      year first above written.






**SELLER:**




500
      WEST
      PUTNAM L.L.C.,


a
      Connecticut limited liability company




By:
      Mack-Cali Realty, L.P., a Delaware limited


partnership, its sole member





By:
      Mack-Cali Realty Corporation, a Maryland


corporation,
      its general partner







By: /s/
      Mitchell E. Hersh


Mitchell
      E. Hersh




**PURCHASER:**




SLG
      500
      WEST PUTNAM LLC,


a
      Delaware limited liability company




By: /s/
      Andrew Levine


Andrew
      Levine




[SIGNATURE
      PAGE CONTINUED ON FOLLOWING PAGE]




45









**ESCROW
      AGENT:**




SOLELY
      FOR THE PURPOSES OF


CONFIRMING
      THE PROVISIONS OF




ARTICLE
      23:




LAWYERS
      TITLE INSURANCE CORPORATION




By: /s/
      Craig S. Feder


Name:
      Craig S. Feder


Title:
      Vice President








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