Exhibit
10.145







AMENDED AND RESTATED
PROMISSORY NOTE




Note
Amount:                                $90,286,551




Maturity
Date:                               May 9, 2011




THIS
AMENDED AND RESTATED PROMISSORY NOTE (this “Note”), is made on
April 29, 2009 by the UNDERSIGNED ENTITIES, jointly
and severally, as makers, each of which is a Delaware limited liability company,
having an address at c/o Mack-Cali Realty Corporation, 343 Thornall Street,
Edison, New Jersey 08837 (collectively, the “Maker” or “Borrower”), in favor
of GRAMERCY WAREHOUSE FUNDING I
LLC, a Delaware limited liability company, having an address at 420
Lexington Avenue, New York, New York 10170, and its successors or assigns, as
payee (collectively, the “Payee” or “Lender”).




R E C I T A L
S:




A.  On May 9,
2006, Payee and Maker entered into that certain Loan Agreement, dated as of May
9, 2006 (the “Original
LoanAgreement”), as
amended and restated pursuant to that certain Amended and Restated Loan
Agreement, dated as of the date hereof (the “Loan Agreement”),
pursuant to which Payee made a loan (the “Loan”) in the
principal amount of $90,286,551 (the “Loan Amount”) to
Maker evidenced by a Note made by Maker to Payee also dated May 9, 2006 in an
original principal amount equal to the Loan Amount (the “Original Note”) and
secured by, inter alia,
those certain Mortgages, Assignments of Leases and Rents, Security Agreements
and Fixture Filings, by Maker for the benefit of Payee (collectively, the “Mortgages”), each
dated as of May 9, 2006 (the Original Loan Agreement together with the
Mortgages, the Original Note, the Guaranty (as defined in the Loan Agreement)
and the other documents executed in connection therewith being collectively
referred to as the “Original LoanDocuments”);




B.  The
maturity of the Loan and the Original Note has previously been extended for a
period of one (1) year from May 9, 2008 to May 9, 2009; and




C.  Maker and
Payee desire to amend the Original Note to reflect, among other things, a
further extension of the maturity of the Loan and the modification of certain
terms of the Loan, all as more particularly set forth herein; and




D.  Maker and
Payee intend these Recitals to be a material part of this Note.




NOW, THEREFORE, FOR VALUE
RECEIVED, Maker does hereby covenant and promise to pay to the order of
Payee, without any counterclaim, setoff or deduction whatsoever, on the Maturity
Date (as hereinafter defined), in immediately available funds, at 420 Lexington
Avenue, New York, New York 10170, or at such other place as Payee may designate
to Maker in writing from time to time, in legal tender of the United States of
America, the Loan Amount and all other amounts due or becoming due hereunder, to
the extent not previously paid in accordance herewith, together with all
interest accrued thereon through the date the Loan is repaid in full, at the
Interest Rate (as hereinafter defined) to be computed on the basis of the actual
number of days elapsed in a 360 day year, on so much of the Loan Amount as is
from time to time outstanding on the first day of the applicable Interest
Accrual Period (as hereinafter defined).













SECTION
1 .           DEFINITIONS




As used
herein, the following terms shall have the meanings herein specified unless the
context otherwise requires.  Defined terms in this Note shall include
in the singular number the plural and in the plural number the
singular.  All capitalized terms not otherwise defined herein shall
have the meaning ascribed to them in the Loan Agreement.




“Acceptable
Refinancing” shall mean any refinancing of one or more of the Projects
that is consummated as a bona fide, arms length transaction with a Person that
is not an Affiliate of Borrower.




“Additional Taxes”
shall have the meaning set forth in Section 2.1(d) hereof.




“Agreed FMV” shall
have the meaning ascribed thereto in Section 2.8(a) of this Note.




“Appraiser” shall mean
the independent, third party M.A.I. appraiser that prepared the appraisal(s) of
the Project(s) in connection with a refinancing of one or more of the
Projects.




“Approved Operating
Expenses” shall mean, for a particular calendar month, Operating Expenses
incurred by Borrower which (a) are included for such month in the Approved
Annual Budget, (b) without duplication of the amounts described in the preceding
clause (a), are for electric, gas, oil, water, sewer or other utility services
to the Projects and/or (c) have been approved by Lender (to include asset and
property management, construction management and leasing fees which are due and
to be paid to an Affiliate of Borrower at the rates set forth in the Approved
Management Agreement).




“Available Cash” shall
mean, for any Interest Accrual Period, the funds derived from Rents, Loss
Proceeds, Excess Net Sales Proceeds and other sources transferred or deposited
into the Central Account available on a Payment Date, after allocation and
payment of the amounts required to be deposited (a) into the Basic Carrying
Costs Sub-Account and (b) into the Operating Expense Sub-Account, for transfer
or deposit into (1) the Debt Service Payment Sub-Account for payment of interest
on the Principal Amount at the Current Pay Rate, (2) the Recurring Replacement
Reserve Sub-Account for payment of Recurring Replacement Reserve Monthly
Installments, (3) the Reletting Reserve Sub-Account for payment of Reletting
Reserve Monthly Installments, and (4) into the Cash Collateral Sub-Account for
payments pursuant to Section 5.11(b) of the Loan Agreement




“Board” shall mean the
Board of Governors of the Federal Reserve System, and any successor
thereof.




“Bona Fide Sales
Contract” shall mean a contract (i) for the sale of a Project to a Person
that is not an Affiliate of Borrower, (ii) that is on then current market terms
and conditions and (iii) that contains no conditions to the obligations of the
purchaser other than customary title, survey and due diligence conditions, and
financing contingencies, which financing contingencies have either been
satisfied or waived.






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“Capital Adequacy
Rule” shall mean any law, rule or regulation regarding capital adequacy,
or any interpretation or administration thereof by any Governmental Authority,
central bank or comparable agency charged with the interpretation or
administration thereof, or any request or directive regarding capital adequacy
(whether or not having the force of law) of any such authority, central bank or
comparable agency.




“CD Interest” shall
have the meaning ascribed thereto in Section 2.1(e) of this Note.




“Current Pay Rate”
shall mean the lesser of (a) the Interest Rate and (b) three and 15/100 percent
(3.15%) per annum.




“Disputed FMV” shall
have the meaning ascribed thereto in Section 2.8(a) of this Note.




“Dollar” and the sign
“$” shall mean
lawful money of the United States of America.




“Estimated Sale Price”
shall have the meaning ascribed thereto in Section 2.8(a) of this
Note.




“Excess Net Sales
Proceeds” shall mean, with respect to the sale of a particular Project,
the excess of (a) the Net Sales Proceeds from the sale of such Project over (b)
the amount paid to Lender pursuant to Section 15.02(b)(ii) of the Loan Agreement
upon the Release of such Project.




“Final FMV” shall
mean, with respect to each Project, either (a) the FMV of a Project specified in
the Borrower’s FMV Notice, unless Lender disagrees or is deemed to disagree with
such FMV, or (b) the actual Net Sales Proceeds realized from an actual sale of
the Project pursuant to a Bona Fide Sales Contract as permitted by Section
2.8(b) of this Note and a Release of the Project from the lien of the applicable
Mortgage in accordance with Section 15.02 of the Loan Agreement, or (c) the FMV
of a Project specified in the Borrower’s FMV Notice if (i) Lender disagrees or
is deemed to disagree with such FMV, (ii) Borrower and/or Lender are unable to
achieve an actual sale of the Project pursuant to a Bona Fide Sales Contract
within the time permitted by Section 2.8(b) of this Note, (iii) Borrower elects
to obtain a Release of the Project (as described in Section 2.8(c) hereof) and
(iv) Lender has not elected to nullify such election by Borrower and accept a
deed in lieu of foreclosure to such Project rather than permit Borrower to
obtain a Release of the Project (as described in Section 2.8(c)), or (d) the
Refinance Amount.




“First Interest Accrual
Period” shall mean the period commencing on the Closing Date and ending
on, but excluding, the Payment Date first occurring after the Closing
Date.




“FMV” shall mean with
respect to any Project, the estimated Net Sales Proceeds that would be received
by the Borrower from a sale of the Project in a bona fide, arms length
transaction to a Person who is not an Affiliate of the Borrower pursuant to a
Bona Fide Sales Contract.






3






“FMV Notice” shall
mean with respect to each Project, a notice given to Lender in accordance with
Section 2.8(a) of this Note of the Borrower’s good faith estimate of the FMV of
the Project.




“FMV Rejection Date”
shall have the meaning ascribed thereto in Section 2.8(a) of this
Note.




“FMV Response Notice”
shall have the meaning ascribed thereto in Section 2.8(a) of this
Note.




“Interest Accrual
Period” shall mean the period from the ninth (9th) day of each month
through and including the eighth (8th) day of the following month, provided
that, notwithstanding the foregoing, (a) Payee shall have the one (1) time right
to change the Interest Accrual Period by giving notice of such change to Maker
and (b) the first (1st) Interest Accrual Period shall be the First Interest
Accrual Period.




“Interest Determination
Date” shall mean (a) with respect to any Interest Accrual Period prior to
the Interest Accrual Period that commences in the month during which the
Secondary Market Transaction Closing Date occurs, two (2) LIBOR Business Days
prior to the fifteenth (15th) day of the calendar month in which the applicable
Interest Accrual Period commences; (b) with respect to the Interest Accrual
Period that commences in the month in which the Secondary Market Transaction
Closing Date occurs, the date that is two (2) LIBOR Business Days prior to the
Secondary Market Transaction Closing Date and (c) with respect to each Interest
Accrual Period thereafter, the date that is two (2) LIBOR Business Days prior to
the fifteenth (15th) day of the calendar month in which such Interest Accrual
Period commences, provided that (i) notwithstanding the foregoing, Payee shall
have the one (1) time right to change the Interest Determination Date by giving
notice of such change to Maker and (ii) with respect to the First Interest
Accrual Period, the Interest Determination Date shall be two (2) LIBOR Business
Days prior to the Closing Date.




“Interest Rate” shall
mean the rate per annum (expressed as a percentage) equal to the LIBOR Rate plus
the LIBOR Margin, or if Payee shall exercise its rights under Section 2.6, the
interest rate specified therein.




“LIBOR Business Day”
shall mean any day on which banks are open for dealing in foreign currency and
exchange in London, England.




“LIBOR Margin” shall
mean two and 75/100 percent (2.75%) per annum.




“LIBOR Rate” shall
mean the rate per annum calculated as set forth below:




(a)  With
respect to each Interest Accrual Period, the rate for deposits in Dollars, for a
period equal to one month, which appears on the Dow Jones Market Service
(formerly Telerate) (or its successive service) Page 3750 as of 11:00 a.m.,
London time, on the related Interest Determination Date.  If such rate
does not appear on Dow Jones Market Service Page 3750, the rate for that
Interest Accrual Period shall be determined on the basis of the rates at which
deposits in Dollars are offered by any four major reference banks in the London
interbank market selected by Payee to provide quotation of such rates at
approximately 11:00 a.m., London time, on the related Interest Determination
Date to prime banks in the London interbank market for a period of one month,
commencing on the first day of such Interest Accrual Period and in an amount
that is representative for a single such transaction in the relevant market at
the relevant time.  Payee shall request the principal London office of
any four major reference banks in the London interbank market selected by Payee
to provide a quotation of such rates, as offered by each such
bank.  If at least two such quotations are provided, the rate for that
Interest Accrual Period shall be the arithmetic mean of the
quotations.  If fewer than two quotations are provided as requested,
the rate for that Interest Accrual Period shall be the arithmetic mean of the
rates quoted by major banks in New York City selected by Payee, at approximately
11:00 a.m., New York City time, on the Interest Determination Date with respect
to such Interest Accrual Period for loans in Dollars to leading European banks
for a period equal to one month, commencing on the first day of such Interest
Accrual Period and in an amount that is representative for a single transaction
in the relevant market at the relevant time.  Payee shall determine
the LIBOR Rate for each Interest Accrual Period and the determination of the
LIBOR Rate by Payee shall be binding upon Maker absent manifest
error.






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(b)  In the
event that Payee shall have determined in its reasonable discretion that none of
the methods set forth in the definition of “LIBOR Rate” herein are available,
then Payee shall forthwith give notice by telephone of such determination,
confirmed in writing, to Maker at least one (1) day prior to the last day of the
related Interest Accrual Period.  If such notice is given, the LIBOR
Rate, commencing with such related Interest Accrual Period, shall be the LIBOR
Rate in effect for the most recent Interest Accrual Period.




“Loan Agreement” shall
have the meaning ascribed to such term in the Recitals hereto.




“Loan Documents” shall
mean the Original Loan Documents, as amended by the Loan Agreement and this
Note.




“MaturityDate” shall mean May
9, 2011, as such Maturity Date may be accelerated with respect to the Principal
Amount for any Project(s) sold before the stated Maturity Date.




“Parent” shall mean,
with respect to Payee, any Person controlling Payee.




“ParticipationInterest” shall mean,
with respect to each Project, fifty (50%)percent of the amount by
which (a) the Final FMV of the Project as of the date of determination (i.e.,
either (i) the Maturity Date with respect to any Project with an Agreed FMV or
as to which Borrower obtains a Release on the Maturity Date pursuant to Section
2.8(c) of this Note, or (ii) the date of sale of the Project with a Disputed FMV
or the sale of the Project prior to the Maturity Date pursuant to a Bona Fide
Sale Contract, as applicable or (iii) in connection with the repayment or
prepayment of the Loan in connection with the refinancing of one or more of the
Projects or otherwise, the date that Borrower shall conclude such
refinancing of such Project(s) pursuant to an Acceptable Refinancing or make
such prepayment, as the case may be) exceeds (b) the sum of (1) the Allocated
Loan Amount for such Project, as the same shall be increased by the amount of
any prior reductions in such Allocated Loan Amount pursuant to Sections
3.04(a)(iv) and/or 6.01(b) of the Loan Agreement by reason of any prior
prepayment of any portion of the Principal Amount on account of condemnation or
casualty with respect to such Project and (2) the CCEA
Disbursements.  For the avoidance of doubt, it is agreed that Payee
shall be entitled to receive Participation Interest with respect to each
Project, provided that the amount described in clause (a) above exceeds the
amount described in clause (b) above, and provided further that no Participation
Interest shall be payable prior to the Maturity Date or the earlier repayment of
the Loan.






5






“Payment” shall have
the meaning set forth in Section 2.2(a) hereof.




“Payment Date” shall
mean the fifteenth (15th) day of each month, or if such day is not a Business
Day, the immediately preceding Business Day.  Notwithstanding the
foregoing, Payee shall have the one (1) time right to change the Payment Date by
giving notice of such change to Maker.




“PrincipalAmount” shall in the
aggregate mean the Loan Amount plus amounts added thereto pursuant to Section
2.1(e) of this Note on account of CD Interest and/or Shortfall Interest, if any,
and shall mean, with respect to each Project, the Allocated Loan Amount for the
Project (specified on Exhibit D to the Loan Agreement) plus a pro-rata share
(based upon the Allocated Loan Amount for such Project relative to the sum of
the Allocated Loan Amounts for all Projects) of the amounts added to the Loan
Amount on account of CD Interest and Shortfall Interest.  For the
avoidance of doubt, the Principal Amount shall be increased once only, pursuant
to this Note, on account of each particular item of CD Interest and Shortfall
Interest that has been capitalized, notwithstanding that the context of any
provision of this Note that makes reference to the Principal Amount also
provides for such increase.




“Refinance Amount”
shall mean with respect to any Project, the appraised value of a Project in
connection with an Acceptable Refinancing of such Project, as set forth in the
applicable Refinancing Appraisal.




“Refinance Notice”
shall mean with respect to each Project, notice of the Refinance Amount given to
Lender in accordance with Section 2.8(a) of this Note.




“Refinancing
Appraisal” shall mean the appraisal of a Project that is prepared by the
Appraiser, less the amounts set forth in clause (b) of the definition of Net
Sale Proceeds which would be paid by Borrower were the Project sold, which costs
and expenses shall not exceed, in the aggregate, 6% of the Refinance
Amount.




“Secondary Market Transaction
Closing Date” shall mean the date upon which a Secondary Market
Transaction closes.






6






“ShortfallInterest” shall have
the meaning ascribed thereto in Section 2.1(e) of this Note.




SECTION
2  PAYMENTS AND LOAN TERMS




Section 2.1  Interest
Payments.




(a)  Payments
under this Note, calculated in accordance with the terms hereof, shall be due
and payable as follows:




(i)  interest
only at the Interest Rate for the First Interest Accrual Period shall be due and
payable on June 9, 2006;




(ii)  interest
only at the Current Pay Rate on the unpaid Principal Amount, except for any
Shortfall Interest for the current Interest Accrual Period as determined in
accordance with Section 2.1(e) of this Note, together with Shortfall Interest
for any prior Interest Accrual Period to the extent sufficient funds are then
available in the Cash Collateral Sub-Account for the payment of Shortfall
Interest, shall be due on the Payment Date for each Interest Accrual Period
which occurs prior to the Maturity Date; and




(iii)  the
entire outstanding Principal Amount, together with all unpaid interest accrued
on said Principal Amount (including all Shortfall Interest and all CD Interest,
if any), all Participation Interest and all other charges and sums due hereon
and/or under the other Loan Documents, shall be due and payable on the Maturity
Date.




(b)  Payments
shall be paid by Maker, without setoff or counterclaim, by wire transfer to
Payee at 420 Lexington Avenue, New York, New York 10170, or to such other
location or account as Payee may specify to Maker from time to time, in Federal
or other immediately available funds in lawful money of the United States of
America, not later than 2:00 p.m., New York City time, on each Payment Date,
subject to the provisions of Section 5.05 of the Loan Agreement and Section 3(b)
of the Deposit Account Agreement, pursuant to which funds on deposit in the Debt
Service Payment Sub-Account are to be transferred to Lender to be applied
towards the Required Debt Service Payment.  If any payment hereunder
or under any of the other Loan Documents becomes due and payable on a day other
than a Business Day, such payment shall not be payable until the next succeeding
Business Day; provided, however, if such next succeeding Business Day falls
within the next calendar month, such payment shall be due and payable on the
immediately preceding Business Day.  If the date for any payments of
principal is extended on account of the foregoing or on account of operation of
law or otherwise, interest thereon shall be payable at the then applicable rate
during such extension.  Nothing contained in this Note, the Loan
Agreement or the Deposit Account Agreement is intended to, nor shall the same be
construed to, relieve the Borrower of its obligation to make timely and fully
the payments required to be made hereunder if the funds on deposit in the Debt
Service Payment Sub-Account, the Liquidity Reserve Escrow Account or any other
account are insufficient to pay the Required Debt Service Payment.




(c)  Payee
shall determine the LIBOR Rate as in effect from time to time on each Interest
Determination Date, and each such determination of the LIBOR Rate shall be
conclusive and binding absent manifest error.






7






(d)  Payments
made by Maker under this Note shall be made free and clear of, and without
reduction for or on account of, any present or future income, stamp or other
taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now
or hereafter imposed, levied, collected, withheld or assessed by any
Governmental Authority, excluding income and franchise taxes of the United
States of America or any political subdivision or taxing authority thereof or
therein (such non-excluded taxes being called “Additional
Taxes”).  If any Additional Taxes are required to be withheld
from any amounts payable to Payee hereunder or under any of the other Loan
Documents, the amounts so payable to Payee shall be increased to the extent
necessary to yield to Payee (after payment of all Additional Taxes) interest or
any such other amounts payable hereunder at the rates or in the amounts
specified in this Note.  If Payee is an entity organized under a
foreign (non-U.S.) jurisdiction and is entitled to an exemption from or
reduction of Additional Taxes under the law of the Governmental Authority
imposing the tax or any treaty to which the jurisdiction is a party, with
respect to payments under this Note or under any of the other Loan Documents,
Payee shall deliver to Maker, at the time or times prescribed by applicable law,
such properly completed and executed documentation prescribed by applicable law
or reasonably requested by Maker as will permit such payments to be made without
withholding or at a reduced rate.




(e)  (i) On
the Payment Date for each Interest Accrual Period for which interest at the
Current Pay Rate on the Principal Amount is greater than Available Cash, the
excess (“Shortfall
Interest”) shall be capitalized (i.e., added to the Principal Amount and
interest at the Interest Rate shall thereafter accrue and be payable thereon)
and payment of the Shortfall Interest shall be deferred (A) until there shall be
funds from time to time in the Cash Collateral Escrow Account available for the
payment of all or any portion of the Shortfall Interest (in the order of
priority specified in Section 5.11(b) of the Loan Agreement), in which event
such payment shall be made from time to time to the extent of such available
funds, or (B) if no funds are or become available, until the Maturity
Date.




(ii)           On
the Payment Date for each Interest Accrual Period for which interest at the
Interest Rate on the Principal Amount is greater than interest at the Current
Pay Rate on the Principal Amount, an amount equal to the excess (“CD Interest”) shall
be capitalized (i.e., added to the Principal Amount and interest at the Interest
Rate shall thereafter accrue and be payable thereon) and payment of the CD
Interest shall be deferred until the Maturity Date.




Section
2.2  Application of
Payments.




(a)  Each and
every payment (a “Payment”) made by
Maker to Payee in accordance with the terms of this Note and/or the terms of any
one or more of the other Loan Documents and all other proceeds received by Payee
with respect to the Debt, shall be applied as follows:




(1)  Payments
other than Unscheduled Payments shall be applied (i) first, to all interest
(other than Default Rate Interest, Shortfall Interest (except as provided above
in Section 2.1(e)(i)) and, except at the Maturity Date or upon an Acceptable
Refinancing that results in the full repayment of the Debt, CD Interest and/or
Participation Interest) which shall be due and payable with respect to the Loan
Amount pursuant to the terms hereof as of the date the Payment is received, (ii)
second, to all Late Charges, Default Rate interest or other premiums and other
sums payable hereunder or under the other Loan Documents (without duplication of
those sums included in clause (i) of this Section 2.2(a)(1)) in such order and
priority as determined by Payee in its sole discretion and (iii) on the Maturity
Date, to the Loan Amount until the Loan Amount has been paid in
full.






8






(2)  Unscheduled
Payments shall be applied at the end of the Interest Accrual Period in which
such Unscheduled Payments are received as a principal prepayment of the Loan
Amount to reduce the Loan Amount.




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




Section
2.3  Prepayments.




The Debt
may not be prepaid, in whole or in part, except (a) as set forth in Section
15.01(b) of the Loan Agreement, or (b) in connection with the application of
Insurance Proceeds or Condemnation Proceeds pursuant to the Loan Agreement, or
(c) to the extent of the Allocated Loan Amount for any Project(s) sold by
Borrower or refinanced by Borrower pursuant to an Acceptable Refinancing, in
either case, before the Maturity Date, as such Allocated Loan Amount may have
been adjusted to reflect the pro-rata share of the Shortfall Interest and/or CD
Interest added to the Principal Amount in respect of such Project(s), or (d) by
application of funds on deposit in the Cash Collateral Escrow Account, pursuant
to Section 5.11(b)(iv) of the Loan Agreement, toward the payment of the
Principal Amount during the ninety (90) day period prior to the Maturity
Date.




Section
2.4  Indemnity.




Maker
agrees to indemnify Payee and to hold it harmless from any out-of-pocket cost or
expense which Payee may sustain or incur, if any, as a consequence of (a) Maker
making a payment or prepayment of principal on the Loan on a day which is not a
Payment Date with respect thereto, (b) Maker failing to make any prepayment
after Maker has given a notice of such prepayment or (c) any LIBOR Rate contract
breakage costs or the payment of fees that are payable by Payee to lenders of
funds obtained by it in order to maintain the Loan hereunder in either case
incurred by Payee in connection with any acceleration of the maturity of the
Loan by Payee in accordance with the terms of this Note and the other Loan
Documents




Section
2.5  Increased Cost and Reduced
Return.




(a)  If, on or
after the date of the Original Note, the adoption of any applicable law, rule or
regulation, or any change in any applicable law, rule or regulation, or any
change in the interpretation or administration thereof by any Governmental
Authority, central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by Payee with any request or directive
(whether or not having the force of law) of any such Governmental Authority,
central bank or comparable agency, or any such Governmental Authority, central
bank or comparable agency shall impose, modify or deem applicable any reserve
(including, without limitation, any such requirement imposed by the Board (but
excluding with respect to any such requirement reflected in the then effective
LIBOR Rate)), special deposit, insurance assessment or similar requirement
against assets of, deposits with or for the account of, or credit extended by,
Payee or shall impose on Payee or on the London interbank market any other
condition affecting any loan bearing interest based upon the LIBOR Rate, and the
result of any of the foregoing is to increase the cost to Payee of maintaining
the Loan at the Interest Rate (based upon the LIBOR Rate), or to reduce the
amount of any sum received or receivable by Payee under this Note with respect
thereto, by an amount deemed by Payee to be material, then, within ten (10)
Business Days after demand by Payee, Maker shall pay to Payee such additional
amount or amounts as will compensate Payee for such increased cost or
reduction.






9






(b)  If Payee
shall have determined that, after the of the Original Note, the adoption of any
Capital Adequacy Rule has or would have the effect of reducing the rate of
return on capital of Payee (or its Parent) as a consequence of Payee’s
obligations hereunder to a level below that which Payee (or its Parent) could
have achieved but for such adoption, change, request or directive (taking into
consideration its policies with respect to capital adequacy) by an amount deemed
by Payee to be material, then from time to time, within fifteen (15) Business
Days after demand by Payee, Maker shall pay to Payee such additional amount or
amounts as will compensate Payee (or its Parent) for such
reduction.




(c)  Payee
will promptly notify Maker of any event of which it has knowledge, occurring
after the date of the Original Note, which will entitle Payee to compensation
pursuant to this Section 2.5.  A certificate of Payee claiming
compensation under either Sections 2.5(a) or 2.5(b) and setting forth the
additional amount or amounts to be paid to it hereunder shall be conclusive in
the absence of manifest error; provided that any certificate delivered by Payee
pursuant to this Section 2.5(c) shall (i) in the case of a certificate in
respect of amounts payable pursuant to Section 2.5(a), set forth in reasonable
detail the basis for and the calculation of such amounts, and (ii) in the case
of a certificate in respect of amounts payable pursuant to Section 2.5(b), (A)
set forth at least the same amount of detail in respect of the calculation of
such amount as Payee provides in similar circumstances to other similarly
situated borrowers from Payee, and (B) include a statement by Payee that it has
allocated to the Loan a proportionately equal amount of any reduction of the
rate of return on Payee’s capital due to a Capital Adequacy Rule as it has
allocated to each of its other outstanding loans that are affected similarly by
such Capital Adequacy Rule.  Prior to the earlier to occur of an Event
of Default and the Maturity Date, Maker’s payment obligations under this Section
2.5 shall be limited to the extent of funds in the Cash Collateral Escrow
Account available for such purpose pursuant to Section 5.11(b)(viii) of the Loan
Agreement.




Section
2.6  Deposits
Unavailable.




In the
event, and on each occasion, that (a) Payee shall have determined that Dollar
deposits in the principal amounts of the Loan are not generally available to
Payee in the London interbank market, for such periods and amounts then
outstanding hereunder or that reasonable means do not exist for ascertaining the
LIBOR Rate, or (b) Payee determines that the rate at which such Dollar deposits
are being offered will not adequately and fairly reflect the cost to Payee of
maintaining the Loan at the Interest Rate (based upon the LIBOR Rate) during
such month, Payee shall, as soon as practicable thereafter, give written notice
of such determination (the “Determination
Notice”) to Maker.  In the event of any such determination,
until the circumstances giving rise to such notice no longer exist, Lender’s
obligation to maintain interest based on the LIBOR Rate shall be suspended and
the rate at which interest shall thereafter accrue on the Loan shall be equal to
the sum of (i) the weekly average yield on United States Treasury Securities
adjusted to a constant maturity of one year, as made available by the Federal
Reserve Board forty-five (45) days prior to each Interest Determination Date
(the “Alternate
Index”) plus (ii) the
Alternate Margin (as defined below).  The “Alternate Margin”
shall be equal to the remainder (but not less than zero) of (1) the interest
rate applicable to the Interest Accrual Period that precedes the date of the
Determination Notice minus (2) the
Alternate Index determined as of the date of the Determination
Notice.  In any such event, Maker may elect, by revocable notice to
Payee within ten (10) Business Days after receipt of such notice from Payee to
prepay the Loan, which prepayment must occur within thirty (30) days after
delivery of such notice to Payee, unless such notice is revoked by Maker prior
to such thirtieth (30th) day.






10






Section
2.7  Illegality.




If, on or
after the date of the Original Note, the adoption of any applicable law, rule or
regulation, or any change in any applicable law, rule or regulation, or any
change in the interpretation or administration thereof by any Governmental
Authority, central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by Payee with any request or directive
(whether or not having the force of law) of any such authority, central bank or
comparable agency shall make it unlawful or impossible for Payee to maintain the
Loan at the Interest Rate (based upon the LIBOR Rate), Payee shall forthwith
give notice thereof to Maker.  If Payee shall determine that it may
not lawfully continue to maintain the Loan at the Interest Rate (based upon the
LIBOR Rate) to maturity and shall so specify in such notice, the Loan shall bear
interest at the interest rate applicable to the immediately preceding Interest
Accrual Period.  In any such event, Maker may elect, by revocable
notice to Payee within thirty (30) days after receipt of such notice from Payee
to prepay the Loan, which prepayment must occur within sixty (60) days after
delivery of such notice to Payee, unless such notice is revoked by Maker prior
to such sixtieth (60th )
day.




Section2.8                                Determination of
Participation Interest.




(a)           To
initiate the determination of the amount of Participation Interest due from
Borrower to Lender in consideration of the amendments of the Original Note and
Original Loan Agreement to permit Shortfall Interest and CD Interest to be
capitalized and payment thereof to be deferred until sufficient funds exist in
the Cash Collateral Sub-Account for the payment of Shortfall Interest and/or or
until the Maturity Date, Borrower shall (A) in the event that Borrower desires
to refinance the Loan, deliver to Lender a written notice (a “Refinance Notice”)
containing the Refinance Amount or (B) not earlier than October 9, 2010 nor
later than November 9, 2011, deliver to Lender a written notice (an “FMV Notice”)
containing Borrower’s good faith estimate of both (1) the purchase price that
Borrower reasonably expects would be paid for each Project in a bona fide, arms
length transaction by a Person that is not an Affiliate of the Borrower pursuant
to a Bona Fide Sales Contract (the “Estimated Sale
Price”) and (2) the FMV of each of the Projects that is owned by Borrower
as of the date of the FMV Notice.  Within ten (10) calendar days after
receiving Borrower’s FMV Notice, Lender shall deliver to Borrower a written
notice (a “FMV
Response Notice”) stating with respect to each Project whether Lender (i)
agrees with the FMV for the Project specified in Borrower’s FMV Notice (an
“Agreed FMV”)
or (ii) does not agree with the FMV for the Project specified in Borrower’s FMV
Notice ( a “Disputed
FMV”).  If Lender fails to deliver a FMV Response Notice with
respect to any Project by the date which is ten (10) calendar days after
receiving Borrower’s FMV Notice (the “FMV Rejection Date”),
then Lender shall be deemed to have rejected the FMV for such Project specified
in Borrower’s FMV Notice.






11






(b)           For
each Project having a Disputed FMV, Borrower and Lender shall cooperate in good
faith with each other in the marketing of those Projects having a Disputed FMV
and each agrees, at the request of the other, to jointly engage a third party
real estate broker that is reasonably acceptable to Lender and Borrower, such
approval not to be unreasonably withheld, conditioned or delayed, to facilitate
an effective marketing and sale process.  Borrower and Lender shall
jointly and diligently endeavor to close an Approved Sale of the Project
pursuant to a Bona Fide Sales Contract prior to the stated Maturity Date and, in
the case of each sale of a Project that is concluded, Participation Interest
shall be determined based on the actual Net Sales Proceeds realized from an
actual sale of the Project pursuant to a Bona Fide Sales Contract and a release
of the Project from the lien of the Mortgage in accordance with Section 15.02 of
the Loan Agreement.  Borrower agrees that Lender shall not be
obligated to market any Project as to which the FMV assigned thereto by Borrower
is less than the Allocated Loan Amount for such Project, as the same may have
been adjusted by the pro rata share of the Shortfall Interest and/or CD Interest
added to the Principal Amount in respect of such Project.




(c)           In
case any Project having a Disputed FMV is not sold prior to the stated Maturity
Date pursuant to Section 2.8(b) above, Borrower may elect, subject to the
following proviso, to obtain the Release of such Project from the lien of the
applicable Mortgage and related Loan Documents upon the payment of the Release
Amount for such Project (it being agreed that, for purposes of calculating such
Release Amount, the Allocated Loan Amount shall be equal to the FMV of the
Project specified in the Borrower’s FMV Notice), provided, however, that Lender
shall not be required to permit Borrower to obtain a Release of a Project if the
FMV is less than the applicable Allocated Loan Amount (as the same may have been
adjusted in the manner described in the Loan Agreement) and, if Lender is
unwilling to do so, then, at Lender’s election, the Borrower shall deed the
Project to Lender or its designee in full satisfaction of the Principal Amount,
Participation Interest, unpaid interest not including Shortfall Interest or CD
Interest previously capitalized, and other charges and sums due hereon and/or
under the Loan Agreement, in each case, solely with respect to the Project in
question.




SECTION
3  DEFAULTS




Section
3.1  Events of
Default.




(a)           This
Note is secured by, among other things, the Mortgages which, together with the
Loan Agreement, specify various Events of Default, upon the happening of which
all or portions of the sums owing under this Note may be declared immediately
due and payable as more specifically provided therein.  Except as
otherwise provided or implied in Subsection 3.1(b) or Section 5.7 hereof, each
Event of Default under any of the Mortgages, the Loan Agreement or any one or
more of the other Loan Documents shall be an Event of Default
hereunder.






12






(b)           Notwithstanding
any contrary or inconsistent provision of this Note, the Mortgages, the Loan
Agreement or any other Loan Documents, (i) Borrower’s obligation for the payment
of interest on the Principal Amount prior to the Maturity Date shall be limited
in the manner expressly provided in Sections 2.1(a)(ii) and 2.1(e) of this Note
and (ii) Borrower shall be and remain obligated to make all of the payments
required by Section 2.1(a)(iii) of this Note in full on or before the Maturity
Date.  Borrower’s failure to make such payments described in the
preceding clauses (i) and (ii), as and when required thereby, shall constitute
an Event of Default for which Payee will be entitled to exercise any remedies
under this Note and the other Loan Documents; it being agreed by Payee that, if
adequate funds are on deposit with Payee to make such payments and are available
for such purpose pursuant to the provisions of this Note, no failure by Payee to
allocate or make such funds available for such payments shall constitute an
Event of Default hereunder.  Maker agrees that, during the existence
of any Event of Default, Payee shall have the right to apply all or any portion
of any funds on deposit with Payee to payment of any sums due under this Note to
Payee in its sole discretion.




Section
3.2  Remedies.




If an
Event of Default shall occur hereunder or under any other Loan Document,
interest on the Principal Amount, and to the extent permitted by applicable law,
all accrued but unpaid interest on the Principal Amount shall, commencing on the
date of the occurrence of such Event of Default, at the option of Payee,
immediately and without notice to Maker, accrue interest at the Default Rate
until such Event of Default is cured or if not cured or such cure is not
accepted by Payee, until the repayment of the Debt.  The foregoing
provision shall not be construed as a waiver by Payee of its right to pursue any
other remedies available to it under the Loan Agreement, any of the Mortgages,
or any other Loan Document, nor shall it be construed to limit in any way the
application of the Default Rate.




SECTION
4  EXCULPATION




Section
4.1  Exculpation.




Notwithstanding
anything to the contrary contained in this Note or the other Loan Documents, the
obligations of Maker hereunder shall be non-recourse except with respect to the
Property (as defined in the Mortgages) and as otherwise provided in Section
18.32 of the Loan Agreement, the terms of which are incorporated
herein.




SECTION
5  MISCELLANEOUS




Section
5.1  Further
Assurances.




Maker
shall execute and acknowledge (or cause to be executed and acknowledged) and
deliver to Payee all documents, and take all actions, reasonably required by
Payee from time to time to confirm the rights created or now or hereafter
intended to be created under this Note and the other Loan Documents, to protect
and further the validity, priority and enforceability of this Note and the other
Loan Documents, to subject to the Loan Documents any property of Maker intended
by the terms of any one or more of the Loan Documents to be encumbered by the
Loan Documents, or otherwise carry out the purposes of the Loan Documents and
the transactions contemplated thereunder; provided, however, that no such
further actions, assurances and confirmations shall (i) result in a material
economic change in the transaction (ii) change the Maturity Date or the interest
rate, except in connection with a bifurcation of the Loan which may result in
varying interest rates, but which shall have at all times the same weighted
average coupon of the original Loan, (iii) modify or amend any other material
economic terms of the Loan, or (iv) increase Maker’s obligations and liabilities
or Payee’s rights or decrease Maker’s rights under the Loan
Documents.






13






Section
5.2  Modification, Waiver in
Writing.




No
modification, amendment, extension, discharge, termination or waiver (a “Modification”) of any
provision of this Note, the Loan Agreement, the Mortgages or any one or more of
the other Loan Documents, nor consent to any departure by Maker therefrom, shall
in any event be effective unless the same shall be in a writing signed by the
party against whom enforcement is sought, and then such waiver or consent shall
be effective only in the specific instance, and for the purpose, for which
given.  Except as otherwise expressly provided herein, no notice to,
or demand on, Maker shall entitle Maker to any other or future notice or demand
in the same, similar or other circumstances.  Payee does not hereby
agree to, nor does Payee hereby commit itself to, enter into any
Modification.




Section
5.3  Costs of
Collection.




Maker
agrees to pay all costs and expenses of collection reasonably incurred by Payee,
in addition to principal, interest and Late Charges (including, without
limitation, reasonable attorneys’ fees and disbursements) and including all
costs and expenses reasonably incurred in connection with the pursuit by Payee
of any of its rights or remedies referred to in Section 3 hereof or its rights
or remedies referred to in any of the Loan Documents or the protection of or
realization of collateral or in connection with any of Payee’s collection
efforts, whether or not suit on this Note, on any of the other Loan Documents or
any foreclosure proceeding is filed, and all such reasonable costs and expenses
shall be payable on demand, together with interest at the Default Rate thereon,
and also shall be secured by the Mortgage and all other collateral at any time
held by Payee as security for Maker’s obligations to Payee.  Prior to
the earlier to occur of an Event of Default and the Maturity Date, Maker’s
payment obligations under this Section 5.3 shall be limited to the extent of
funds in the Cash Collateral Escrow Account available for such purpose in the
Cash Collateral Escrow Account pursuant to Section 5.11(b)(viii) of the Loan
Agreement.




Section
5.4  Maximum
Amount.




(a)  It is the
intention of Maker and Payee to conform strictly to the usury and similar laws
relating to interest and the collection of other charges from time to time in
force, and all agreements between Maker and Payee, whether now existing or
hereafter arising and whether oral or written, are hereby expressly limited so
that in no contingency or event whatsoever, whether by acceleration of maturity
hereof or otherwise, shall the amount paid or agreed to be paid in the aggregate
to Payee as interest or other charges hereunder or under the other Loan
Documents or in any other security agreement given to secure the Debt, or in any
other document evidencing, securing or pertaining to the Debt, exceed the
maximum amount permissible under applicable usury or such other laws (the “Maximum
Amount”).  If under any circumstances whatsoever fulfillment of
any provision hereof, or any of the other Loan Documents, at the time
performance of such provision shall be due, shall involve transcending the
Maximum Amount, then ipso facto, the obligation to be fulfilled shall be reduced
to the Maximum Amount.  For the purposes of calculating the actual
amount of interest or other charges paid and/or payable hereunder, in respect of
laws pertaining to usury or such other laws, all charges and other sums paid or
agreed to be paid hereunder to the holder hereof for the use, forbearance or
detention of the Debt, outstanding from time to time shall, to the extent
permitted by applicable law, be amortized, prorated, allocated and spread from
the date of disbursement of the proceeds of this Note until payment in full of
all of the Debt, so that the actual rate of interest on account of the Debt is
uniform through the term hereof.  The terms and provisions of this
Section 5.4 shall control and supersede every other provision of all agreements
between Maker or any endorser and Payee.






14






(b)  If under
any circumstances Payee shall ever receive an amount which would exceed the
Maximum Amount, such amount shall be deemed a payment in reduction of the Loan
Amount owing hereunder and any other obligation of Maker in favor of Payee, and
shall be so applied in accordance with Section 2.2(a)(2) hereof as an
Unscheduled Payment, or if such excessive interest exceeds the unpaid balance of
the Loan Amount and any other obligation of Maker in favor of Payee, the excess
shall be deemed to have been a payment made by mistake and shall be promptly
refunded to Maker.




Section
5.5  Waivers.




Maker
hereby expressly and unconditionally waives presentment, demand, protest, notice
of protest or notice of any kind, including, without limitation, any notice of
intention to accelerate and notice of acceleration, except as expressly provided
herein, and in connection with any suit, action or proceeding brought by Payee
on this Note, any and every right it may have to (a) a trial by jury, (b)
interpose any counterclaim therein (other than a counterclaim which can only be
asserted in the suit, action or proceeding brought by Payee on this Note and
cannot be maintained in a separate action) and (c) have the same consolidated
with any other or separate suit, action or proceeding.




Section
5.6  Governing
Law.




This Note
and the obligations arising hereunder shall be governed by, and construed in
accordance with, the laws of the State of New York applicable to contracts made
and performed in such State and any applicable law of the United States of
America.




Section
5.7  Headings.  The
Section headings in this Note are included herein for convenience of reference
only and shall not constitute a part of this Note for any other
purpose.




Section
5.8  Assignment.






15






Payee
shall have the right to transfer, sell and assign this Note, the Loan Agreement,
the Mortgages and/or any of the other Loan Documents or any interest therein,
and the obligations hereunder, to any Person.  All references to
“Payee”
hereunder shall be deemed to include the assigns of the Payee.




Section
5.9  Severability.




Wherever
possible, each provision of this Note shall be interpreted in such manner as to
be effective and valid under applicable law, but if any provision of this Note
shall be prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Note.




Section
5.10  Joint and
Several.




If Maker
consists of more than one Person or party, the obligations and liabilities of
each such Person or party hereunder shall be joint and several.









[NO
FURTHER TEXT ON THIS PAGE]







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IN WITNESS WHEREOF, this Note
has been duly executed by the Maker as of the date first written
above.












ONE GRANDE SPE
      LLC,
                a Delaware limited liability
      company






By:/s/ Mitchell E.
      Hersh
              Name:
      Mitchell E. Hersh
              Title: Chief Executive
  Officer









1280 WALL SPE
      LLC,
                a Delaware limited liability
      company






By:/s/ Mitchell E.
      Hersh
              Name:
      Mitchell E. Hersh
              Title: Chief Executive
  Officer






10 SYLVAN SPE
      LLC,
                a Delaware limited liability
      company






By:/s/ Mitchell E.
      Hersh
              Name:
      Mitchell E. Hersh
              Title: Chief Executive
  Officer








5 INDEPENDENCE SPE
      LLC,
                a Delaware limited liability
      company






By:/s/ Mitchell E.
      Hersh
              Name:
      Mitchell E. Hersh
              Title: Chief Executive
  Officer











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1 INDEPENDENCE SPE
      LLC,
                a Delaware limited liability
      company






By:/s/ Mitchell E.
      Hersh
              Name:
      Mitchell E. Hersh
              Title: Chief Executive
  Officer






3 BECKER SPE
      LLC,
                a Delaware limited liability
company




By:/s/ Mitchell E.
      Hersh
              Name:
      Mitchell E. Hersh
              Title: Chief Executive
  Officer




18