CONTRIBUTION AGREEMENT

Contribution Agreement

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RECKSON OPERATING PARTNERSHIP, L.P., | RECKSON AUSTRALIA OPERATING COMPANY LLC | RECKSON AUSTRALIA LPT CORPORATION

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Title: CONTRIBUTION AGREEMENT
Governing Law: New York Date: 8/18/2005
Law Firm: Paul, Hastings, Janofsky & Walker LLP

Exhibit 10.2

CONTRIBUTION AGREEMENT

among

RECKSON OPERATING PARTNERSHIP, L.P.,

certain of its

SUBSIDIARIES

listed on the signature pages hereof,

RECKSON AUSTRALIA OPERATING COMPANY LLC

and

RECKSON AUSTRALIA LPT CORPORATION

Dated as of August 12, 2005

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TABLE OF CONTENTS

<TABLE>

Page

Section 1. Properties to be Contributed; Permitted Debt;

Responsible Entity Termination; Trigger Events; Schedules....................................3

1.01. Transfer of Properties.........................................................................3

1.02. Additional Components of Properties; Excluded Property.........................................4

1.03. Review Materials...............................................................................4

1.04. Due Diligence..................................................................................4

1.05. Requests for Estoppels and Consents; Certain Provisions Regarding Debt.........................5

1.06. Termination; Surviving Obligations.............................................................6

1.07. Reallocation of Properties and Contributed Interests Among

Tranches; Exclusion of Properties and Contributed Interests.................................6

1.08. Responsible Entity Termination Trigger Event...................................................7

1.09. Revisions to Schedules.........................................................................7

Section 2. Objections to Title............................................................................7

2.01. (a) Title Commitments; Title Policies; Permitted Exceptions....................................7

Section 3. Contribution Consideration....................................................................11

3.01. Consideration.................................................................................11

3.02. Adjustments to Consideration..................................................................12

3.03. Effect of Permitted Debt Holder Refusal of Assumption Consent.................................13

3.04. Certain Transactions at Closing...............................................................13

3.05. Issuance of Interests In Advance..............................................................13

Section 4. The Closing...................................................................................13

4.01. Tranche 1 Closing.............................................................................13

4.02. Tranche 2 Closing.............................................................................14

4.03. Tranche 3 Closing.............................................................................14

4.04. Closings......................................................................................14

4.05. Effect of a Closing Not Occurring.............................................................14

4.06. Dates; Times; Dollars.........................................................................14

Section 5. Representations and Warranties................................................................15

5.01. Contributor Representations and Warranties....................................................15

5.02. Relevant Contributees Representations and Warranties..........................................19

5.03. REIT Representations and Warranties...........................................................20

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TABLE OF CONTENTS

(continued)

Page

5.04. (a) Survival of Contributor Representations and Warranties; Modification Thereof..............21

5.05. (a) Indemnification by Contributor; Cap; Basket...............................................21

Section 6. Acknowledgments of the Company................................................................24

6.01. No Prior Representations or Warranties........................................................24

6.02. As-Is.........................................................................................24

6.03. Environmental Matters.........................................................................25

Section 7. Contributor's Obligations as to the Properties................................................25

7.01. Operation of Properties Prior to Closing......................................................25

7.02. Certain Lease/Service Contract Actions........................................................25

7.03. Certain Prohibited Actions....................................................................26

7.04. Maintenance of Insurance......................................................................26

7.05. Required Tenant Estoppels; Contributor Estoppel...............................................26

7.06. Landlord Estoppels............................................................................27

7.07. Required Consents.............................................................................27

7.08. Termination of Existing Property Management Agreements........................................27

7.09. Compliance With Permitted Debt Loan Documents.................................................27

7.10. Cooperation Regarding Financing...............................................................28

7.11. Assignment of Environmental Insurance Policy..................................................28

Section 8. Destruction, Damage or Condemnation...........................................................28

8.01. (a) Condemnation..............................................................................28

Section 9. Additional Covenants of Contributor...........................................................29

9.01. Access........................................................................................29

Section 10. Conditions Precedent to Closing...............................................................29

10.01. Conditions Precedent to Company Obligations...................................................29

10.02. Conditions Precedent to Contributor Obligations...............................................30

10.03. Effect of Contributor's Failure to Meet Conditions............................................31

Section 11. Contributor's Closing Deliveries..............................................................32

11.01. Contributor Closing Deliveries................................................................32

11.02. Delivery at Appropriate Closing; Modified Deliverables Required By

Third Parties; Modification of Deliveries Regarding Entity Transfers.......................34

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TABLE OF CONTENTS

(continued)

Page

Section 12. The Company's Closing Deliveries..............................................................35

12.01. Company Deliveries............................................................................35

Section 13. Apportionments; Closing Costs.................................................................36

13.01. General Apportionments........................................................................36

13.02. Adjustment of Taxes...........................................................................37

13.03. Credits.......................................................................................37

13.04. Tenant Arrearages.............................................................................38

13.05. Additional Rent...............................................................................39

13.06. Closing Statements............................................................................39

13.07. Subject to the other provisions of this Section 13, the

following shall apply to closing costs:.....................................................39

Section 14. Failure of Contributor or the Company to Perform..............................................40

14.01. Company Default/Breach Prior to Closing.......................................................40

14.02. Contributor Default/Breach Prior to Closing...................................................40

14.03. Termination of Agreement Regarding Aggregation of Title, Survey,

Closing Condition, Condemnation and Casualty Events........................................41

Section 15. Broker........................................................................................41

15.01. Broker Representation and Warranty; Indemnification...........................................41

Section 16. Notices.......................................................................................41

16.01. Method of Notification and Delivery...........................................................41

Section 17. Miscellaneous Provisions......................................................................43

17.01. Assignment or Transfer........................................................................43

17.02. Integration Clause............................................................................43

17.03. Amendments....................................................................................43

17.04. Governing Law.................................................................................43

17.05. Captions......................................................................................43

17.06. Successors and Assigns........................................................................43

17.07. Masculine and Feminine Terms..................................................................43

17.08. Schedules and Riders..........................................................................43

17.09. Counterparts..................................................................................43

17.10. No Recordation................................................................................43

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TABLE OF CONTENTS

(continued)

Page

17.11. No Third Party Beneficiaries..................................................................44

17.12. No Offer......................................................................................44

17.13. Jurisdiction; Service of Process..............................................................44

17.14. Further Assurances; Cooperation Regarding Consents............................................44

Section 18. Certain Tax Matters...........................................................................44

18.01. Like-Kind Exchanges...........................................................................44

Section 19. Entity Transfers..............................................................................45

19.01. Transfer of Entity Interests in Lieu of Asset Sale............................................45

Section 20. Certain Provisions Regarding SPE Entities.....................................................46

20.01. SPE Entities..................................................................................46

</TABLE>

Exhibits

--------

Exhibit A. Subsidiaries

Exhibit B. Properties

Exhibit C. Form of Limited Liability Company Agreement

Exhibit D-1. Form of Property Management and Leasing Agreement

Exhibit D-2. Form of Construction Service Agreements

Exhibit D-3. Form of Services Agreement

Exhibit D-4. Form of AM Agreement

Exhibit E. Form of Tenant Estoppel

Exhibit F. Form of Landlord Estoppel

Exhibit G. Intentionally Omitted

Exhibit H. Intentionally Omitted

Exhibit I. Form of Paul, Hastings, Janofsky & Walker LLP Opinion

Exhibit J. Mortgage Loan Application

Exhibit K. Form of License Agreement

Exhibit L. Intentionally Omitted

Exhibit M. Form of Tax Protection Agreement

Exhibit N. Form of Option Agreement

Schedules

---------

Schedule 1.01(a) Tranche 1 Properties

Schedule 1.01(b) Tranche 2 Properties

Schedule 1.01(c) Tranche 3 Properties

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Schedule 1.02 Excluded Personal Property

Schedule 1.05(b)(i) Assumed Existing Debt

Schedule 3.01(a)(i) Tranche 1 Contribution Consideration and Sales Price

Schedule 3.01(b)(i) Tranche 2 Contribution Consideration and Sales Price

Schedule 3.01(c)(i) Tranche 3 Contribution Consideration and Sales Price

Schedule 5.01(e)-1 Rent Rolls

Schedule 5.01(e)-2 Other Tenant Information

Schedule 5.01(f) Leases

Schedule 5.01(g) Ground Leases

Schedule 5.01(h) Brokerage Agreements

Schedule 5.01(i) Material Service Contracts

Schedule 5.01(j) Capital Improvement Projects

Schedule 5.01(k) Environmental Reports and Matters

Schedule 5.01(o) Litigation Schedule

Schedule 5.01(p) Outstanding Agreements with Attorneys or Consultants

Schedule 5.01(q) Permitted Debt Loan Documents

Schedule 5.05(a) Special Indemnification Matters

Schedule 7.05 Loan Properties

Schedule 7.07 Required Consents

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INDEX OF DEFINED TERMS

<TABLE>

Defined Term Section

------------ -------

<S> <C>

1031 Exchange................................................................................................18.01

225 High Ridge Property.......................................................................................7.11

Additional Rent. ............................................................................................13.05

Advance Rent..............................................................................................13.01(a)

Agents........................................................................................................1.03

Agreement.................................................................................................Preamble

Aggregate Interests Election................................................................................. 3.05

AM Agreement..............................................................................................Recitals

Approved Loan Documentation................................................................................1.05(d)

Assignments of Ground Leases..............................................................................11.01(q)

Assignments of Leases.....................................................................................11.01(r)

Assumed Existing Debt......................................................................................1.05(b)

Assumed Existing Debt Properties...........................................................................1.05(b)

Assumed Existing Debt Holders..............................................................................1.05(b)

Australian Trust..........................................................................................Recitals

Basket.....................................................................................................5.05(a)

Brokerage Agreements.......................................................................................5.01(h)

Business Days.................................................................................................7.01

Cap........................................................................................................5.05(a)

Cash Portion of the Sales Price ...........................................................................3.01(c)

CC Substitution Event......................................................................................8.01(c)

Closing.......................................................................................................4.04

Closing Date..................................................................................................4.04

Code Witholding Section....................................................................................5.01(n)

Company...................................................................................................Preamble

Condition Failure Threshold...............................................................................10.03(a)

Contributed Equity Value...................................................................................3.01(c)

Contributed Entity...........................................................................................19.01

Contributed Interests......................................................................................1.01(c)

Contributor...............................................................................................Preamble

Contributor Closing Conditions...............................................................................10.01

Contributor Estoppel..........................................................................................7.05

Contributor's Knowledge....................................................................................5.04(a)

Cost to Cure ..............................................................................................2.01(d)

CS Agreements.............................................................................................Recitals

Cure Choice Notice.........................................................................................2.01(c)

Debt Releases..............................................................................................1.05(a)

Defect.....................................................................................................2.01(c)

Defect Property............................................................................................2.01(c)

Defects Notice.............................................................................................2.01(c)

Defect Substitution Event..................................................................................2.01(e)

Defect Threshold...........................................................................................2.01(c)

Defect Threshold Deadline..................................................................................2.01(c)

Defect Threshold Termination Right.........................................................................2.01(c)

DYNA Models................................................................................................2.01(f)

Election to Defend.........................................................................................5.05(d)

Entity Transfer..............................................................................................19.01

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Defined Term Section

------------ -------

Environmental Insurance Policy................................................................................7.11

Environmental Reports......................................................................................5.01(k)

Excluded Properties..........................................................................................18.01

Excluded Personal Property ...................................................................................1.02

Excluded Property License Agreements..........................................................................1.02

Existing Debt..............................................................................................1.05(b)

Failed Closing Condition Property.........................................................................10.03(a)

Final Closing Statement......................................................................................13.06

Free Rent Period..........................................................................................13.03(f)

Ground Leases..............................................................................................5.01(g)

Identified Debt............................................................................................1.05(b)

Identified Debt Properties.................................................................................1.05(b)

Interests..................................................................................................3.01(a)

Landlord Estoppel.............................................................................................7.06

Loans......................................................................................................1.05(b)

Loan Properties...............................................................................................7.05

Leases.....................................................................................................5.01(f)

LLC Agreement.............................................................................................Recitals

Losses.....................................................................................................5.05(a)

Major Tenants..............................................................................................5.01(f)

Manager...................................................................................................Recitals

Material Service Contracts.................................................................................5.01(i)

Mortgages..................................................................................................1.05(b)

Mortgage Loan Application..................................................................................1.05(b)

Must Removes...............................................................................................2.01(a)

Notice.......................................................................................................16.01

Option Agreement..........................................................................................11.01(w)

Owner Operating Partnership...............................................................................Preamble

Payoff Debt................................................................................................1.05(b)

Permitted Debt Consents....................................................................................1.05(a)

Permitted Debt.............................................................................................1.05(b)

Permitted Debt Loan Documents............................................................................. 5.01(q)

Permitted Debt Properties..................................................................................1.05(b)

Permitted Debt Holders.....................................................................................1.05(b)

Permitted Exceptions.......................................................................................2.01(a)

Post-Closing Adjustment Period...............................................................................13.06

Portfolio Services Agreements.............................................................................Recitals

Promissory Notes...........................................................................................1.05(b)

Property......................................................................................................1.01

Property Management Agreements............................................................................Recitals

Property Services Agreements..............................................................................Recitals

Properties.................................................................................................1.01(c)

RAML......................................................................................................Recitals

Real Properties............................................................................................1.01(c)

REIT......................................................................................................Preamble

RE Trigger Event .............................................................................................1.08

Relevant Contributee(s)...................................................................................Recitals

Rent Credit...............................................................................................13.03(f)

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Defined Term Section

------------ -------

Rent Rolls.................................................................................................5.01(e)

Rep Survival Period........................................................................................5.04(a)

Required Consents.............................................................................................7.07

Required Forms............................................................................................11.01(t)

Responsible Entity........................................................................................Recitals

Review Materials..............................................................................................1.03

Searches...................................................................................................2.01(a)

Securities Act.............................................................................................5.01(t)

Service Contracts..........................................................................................5.01(i)

Services Agreement........................................................................................Recitals

Interests..................................................................................................3.01(a)

SPE Entities..............................................................................................Recitals

Special Indemnification Matters ...........................................................................5.05(a)

Subsidiaries..............................................................................................Preamble

Substitute Ground Lessor Estoppel ..............................................................................7.06

Substitute Property........................................................................................2.01(f)

Survey.....................................................................................................2.01(b)

Surveys....................................................................................................2.01(b)

Surviving Obligations.........................................................................................1.06

Synapse Lease.............................................................................................13.03(f)

Tax Protection Agreement..................................................................................Recitals

Tenant Estoppels..............................................................................................7.05

Third Party Claim..........................................................................................5.05(d)

Title Cap..................................................................................................2.01(a)

Title Commitments..........................................................................................2.01(a)

Title Company..............................................................................................2.01(a)

Title Policies.............................................................................................2.01(a)

Total Consideration........................................................................................3.01(c)

Tranche 1 Permitted Debt...................................................................................3.01(a)

Tranche 1 Cash Portion of the Sales Price..................................................................3.01(a)

Tranche 1 Closing.............................................................................................4.01

Tranche 1 Closing Date........................................................................................4.01

Tranche 1 Closing Deadline....................................................................................4.01

Tranche 1 Contributed Equity Value.........................................................................3.01(a)

Tranche 1 Consideration....................................................................................3.01(a)

Tranche 1 Contributed Interests............................................................................1.01(a)

Tranche 1 Non-Cash Portion of Consideration................................................................3.01(a)

Tranche 1 Properties.......................................................................................1.01(a)

Tranche 1 Real Properties .................................................................................1.01(a)

Tranche 2 Permitted Debt...................................................................................3.01(b)

Tranche 2 Cash Portion of the Sales Price..................................................................3.02(b)

Tranche 2 Closing.............................................................................................4.02

Tranche 2 Closing Date........................................................................................4.02

Tranche 2 Contributed Equity Value.........................................................................3.01(b)

Tranche 2 Consideration....................................................................................3.01(b)

Tranche 2 Contributed Interests............................................................................1.01(b)

Tranche 2 Non-Cash Portion of Consideration................................................................3.01(b)

Tranche 2 Properties.......................................................................................1.01(b)

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Tranche 2 Real Properties..................................................................................1.01(b)

Tranche 3 Permitted Debt...................................................................................3.01(c)

Tranche 3 Cash Portion of the Sales Price..................................................................3.01(c)

Tranche 3 Closing.............................................................................................4.03

Tranche 3 Closing Date........................................................................................4.03

Tranche 3 Contributed Equity Value.........................................................................3.01(c)

Tranche 3 Consideration....................................................................................3.01(c)

Tranche 3 Contributed Interests............................................................................1.01(c)

Tranche 3 Non-Cash Portion of Consideration................................................................3.01(c)

Tranche 3 Properties.......................................................................................1.01(c)

Tranche 3 Real Properties..................................................................................1.01(c)

Transactions Agreement ...................................................................................11.01(w)

TSSC Threshold...............................................................................................14.03

Underwriting Agreement.......................................................................................18.01

Underwriting Deadline.........................................................................................4.01

Unidentified Debt..........................................................................................1.05(b)

Unidentified Debt Properties...............................................................................1.05(b)

</TABLE>

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<PAGE>

CONTRIBUTION AGREEMENT

----------------------

This CONTRIBUTION AGREEMENT (this "Agreement") dated as of August ___,

2005, among RECKSON OPERATING PARTNERSHIP, L.P., a Delaware limited

partnership ("Owner Operating Partnership"), having an address at 225

Broadhollow Road, Melville, New York 11747, and the various direct and

indirect wholly owned or controlled subsidiaries of Owner Operating

Partnership set forth on Exhibit A annexed hereto and on the signature pages

hereof (collectively, the "Subsidiaries"; the Subsidiaries and Owner Operating

Partnership, collectively, "Contributor"), RECKSON AUSTRALIA OPERATING COMPANY

LLC, a Delaware limited liability company, having an address at c/o Reckson

Management Group, Inc., 225 Broadhollow Road, Suite 212W, Melville, New York

11747, Attn: Francis Sheehan, Fax: 631-622-8994, Telephone: 631-622-6777 (the

"Company") and RECKSON AUSTRALIA LPT CORPORATION, a Maryland corporation (the

"REIT"), having an address at c/o Reckson Management Group, Inc., 225

Broadhollow Road, Suite 212W, Melville, New York 11747, Attn: Francis Sheehan,

Fax: 631-622-8994, Telephone: 631-622-6777. Defined terms used herein may be

located using the Index of Defined Terms immediately preceding this Preamble.

RECITALS:

---------

A. Owner Operating Partnership directly owns, or indirectly owns through

its wholly owned Subsidiaries, fee simple interests or ground leasehold

interests (as lessee) in the Real Properties (as hereinafter defined) set

forth on Exhibit B annexed hereto.

B. The Company is a subsidiary of the REIT, and was formed for the

purpose of acquiring (directly or indirectly) all right, title and interest of

Contributor in and to the Real Properties; such acquisition may be effectuated

by the acquisition of all of Owner Operating Partnership's right, title and

interest in some or all of the Subsidiaries in lieu of the acquisition of the

assets of such Subsidiaries, as contemplated by Section 19 hereof.

C. At each Closing, inter alia, Contributor shall contribute the

Properties (as hereinafter defined) to the Company and/or to certain designees

of the Company (which designees shall be referred to herein as the "SPE

Entities", and which SPE Entities shall be wholly-owned, and to the extent

required by any applicable lenders in respect of such SPE Entities, special

purpose, subsidiaries of the Company, newly formed prior to each Closing), as

applicable, pursuant to the terms of this Agreement and upon the satisfaction

of the conditions to each such Closing set forth herein.

D. Contributor shall receive Interests (as hereinafter defined) in the

Company and/or cash proceeds pursuant to terms of this Agreement and the LLC

Agreement (as hereinafter defined), as applicable, with respect to the

contribution of the applicable Properties to the Company and/or the SPE

Entities (the Company and/or the SPE Entities, as the context may require,

shall be referred to herein as the "Relevant Contributee")

E. The parties intend for the foregoing to be accomplished in three

closings (such closings are referred to herein as the Tranche 1 Closing, the

Tranche 2 Closing and the Tranche 3 Closing, and each may be referred to

herein as a "Closing", as such terms are more particularly defined

hereinafter), subject to the terms and conditions set forth herein.

F. At the Tranche 1 Closing, Owner Operating Partnership and the REIT

shall enter into that certain Amended and Restated Limited Liability Company

Agreement of the Company annexed hereto as Exhibit C (the "LLC Agreement").

<PAGE>

G. At each Closing, (i) Reckson Management Group, Inc., a New York

corporation (which is an Affiliate (as defined in the LLC Agreement) of Owner

Operating Partnership) or certain Affiliates of Reckson Management Group, Inc.

(any of the foregoing, as the context may require, "Manager"), (ii) the

Company, and (iii) each Affiliate of the Company that shall be acquiring a

Property at such Closing, or, to the extent Contributed Interests are acquired

in lieu of any Properties, the Contributed Entity (as hereinafter defined),

shall enter into a Property Management and Leasing Agreement, substantially in

the form annexed hereto as Exhibit D-1, (collectively, the "Property

Management Agreements").

H. At each Closing, (i) Reckson Construction & Development, LLC, a

Delaware limited liability company, or certain Affiliates of Reckson

Construction & Development, LLC, (ii) the Company, and (iii) each Affiliate of

the Company that shall be acquiring a Property at such Closing, or, to the

extent Contributed Interets are acquired in lieu of any Properties, the

Contributed Entity, shall enter into a Construction Services Agreement,

substantially in the form annexed hereto as Exhibit D-2 (collectively, the "CS

Agreements", together with the Property Management Agreements, to be referred

to as the "Property Services Agreements").

I. At the Tranche 1 Closing, Manager and the Company shall enter into

that certain Services Agreement substantially in the form annexed hereto as

Exhibit D-3 (the "Services Agreement").

J. At the Tranche 1 Closing, Reckson Australia Asset Manager LLC, a

Delaware limited liability company, and the REIT shall enter into that certain

Asset Management Agreement substantially in the form annexed hereto as Exhibit

D-4 (the "AM Agreement", and together with the Property Services Agreements

and the Services Agreement, collectively, the "Portfolio Services

Agreements").

K. On or before the Tranche 1 Closing, Reckson Australia Management Ltd.,

a corporation organized under the laws of New South Wales, Australia ("RAML")

will be the responsible entity (the "Responsible Entity") in respect of

Reckson New York Property Trust, an Australian listed property trust (the

"Australian Trust").

L. At the Tranche 1 Closing, Owner Operating Partnership, certain of its

affiliates, the Company and the REIT shall enter into that certain Option

Agreement (as hereinafter defined).

M. At or prior to the Tranche 1 Closing, Reckson Australia Management

Limited and Citigroup Global Markets Australia Pty Ltd and UBS AG, Australia

Branch shall enter into that certain Underwriting Agreement (as hereinafter

defined).

N. In connection with the financing of the acquisition of the Properties

and Contributed Interests, as more particularly described herein, the parties

desire for Contributor to enter into certain Identified Debt (as hereinafter

defined) with UBS Real Estate Investments Inc. and/or other lenders, which

Identified Debt is intended to encumber certain of the Tranche 1 Properties on

or before the Tranche 1 Closing and certain of the Tranche 3 Properties on or

before the Tranche 3 Closing, and the applicable Properties are intended to be

transferred subject to such Identified Debt. Some of the Properties not

encumbered by Identified Debt may be transferred at the applicable Closing

subject to the Assumed Existing Debt (as hereinafter defined) currently

encumbering such Properties (subject to consent of the applicable lender and

other conditions set forth herein), and some of the Properties not encumbered

by Identified Debt or Existing Assumption Debt may be transferred subject to

Unidentified Debt (as hereinafter defined) agreed upon by the parties

subsequent to the date hereof and prior to the applicable Closing.

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<PAGE>

O. At the Tranche 1 Closing, Owner Operating Partnership, the Relevant

Contributee, the Company and the REIT shall enter into that certain Tax

Protection Agreement in the form annexed hereto as Exhibit M (the "Tax

Protection Agreement").

NOW THEREFORE, in consideration of the terms and conditions contained in

this Agreement, the mutual covenants herein contained and other good and

valuable consideration, the mutual receipt and legal sufficiency of which are

hereby acknowledged, the parties hereto agree as follows:

Section 1. Properties to be Contributed; Permitted Debt; Responsible

Entity Termination; Trigger Events; Schedules

1.01. Transfer of Properties. At each Closing, Contributor shall

contribute either the relevant Properties or the Contributed Interests to the

Relevant Contributee, subject in each case to any Permitted Debt permitted by

this Agreement to encumber such Properties, as described below:

(a) Tranche 1 Properties. At the Tranche 1 Closing, Contributor

shall contribute, assign, transfer and deliver to the Relevant Contributee,

and the Relevant Contributee shall receive from Contributor, upon the terms

and conditions set forth in this Agreement, either or both of (i) fee simple

and/or leasehold interests in and to the Properties set forth on Schedule

1.01(a) annexed hereto (the "Tranche 1 Real Properties"), and all right, title

and interest of Contributor in and to the fixtures, equipment and other

property attached or appurtenant to the Tranche 1 Real Properties or (ii)

Contributed Interests in the Contributed Entities that own such Tranche 1 Real

Properties (the "Tranche 1 Contributed Interests"; the Tranche 1 Real

Properties, together with the Tranche 1 Contributed Interests, the "Tranche 1

Properties", it being acknowledged and agreed that references in this

Agreement to the Tranche 1 Properties shall be deemed references to either or

both of the Tranche 1 Real Properties or the Tranche 1 Contributed Interests,

as the context may require); in exchange for the Tranche 1 Consideration that

is allocated among such Tranche 1 Properties as described in Section 3 of this

Agreement.

(b) Tranche 2 Properties. At the Tranche 2 Closing, Contributor

shall contribute, assign, transfer and deliver to the Relevant Contributee,

and the Relevant Contributee shall receive from Contributor, upon the terms

and conditions set forth in this Agreement, either or both of (i) fee simple

and/or leasehold interests in and to the Properties set forth on Schedule

1.01(b) annexed hereto (the "Tranche 2 Real Properties"), and all right, title

and interest of Contributor in and to the fixtures, equipment and other

property attached or appurtenant to the Tranche 2 Real Properties or (ii)

Contributed Interests in the Contributed Entities that own such Tranche 2 Real

Properties (the "Tranche 2 Contributed Interests"; the Tranche 2 Real

Properties, together with the Tranche 2 Contributed Interests, the "Tranche 2

Properties", it being acknowledged and agreed that references in this

Agreement to the Tranche 2 Properties shall be deemed references to either or

both of the Tranche 2 Real Properties or the Tranche 2 Contributed Interests,

as the context may require); in exchange for the Tranche 2 Consideration that

is allocated among such Tranche 2 Properties as described in Section 3 of this

Agreement.

shall contribute, assign, transfer and deliver to the Relevant Contributee,

and the Relevant Contributee shall receive from Contributor, upon the terms

and conditions set forth in this Agreement, either or both of (i) fee simple

and/or leasehold interests in and to the Properties set forth on Schedule

1.01(c) annexed hereto (the "Tranche 3 Real Properties", together with the

Tranche 1 Real Properties and the Tranche 2 Real Properties, the "Real

Properties"), and all right, title and interest of Contributor in and to the

fixtures, equipment and other property attached or appurtenant to the Tranche

3 Real Properties or (ii) Contributed Interests in the Contributed Entities

that own such Tranche 3 Real Properties (the "Tranche 3 Contributed

Interests", and together with the Tranche 1 Contributed Interests and the

Tranche 2 Contributed Interests, the "Contributed Interests"; the Tranche 3

Real Properties, together with the Tranche 3 Contributed

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<PAGE>

Interests, the "Tranche 3 Properties", it being acknowledged and agreed that

references in this Agreement to the Tranche 3 Properties shall be deemed

references to either or both of the Tranche 3 Real Properties or the Tranche 3

Contributed Interests, as the context may require; the Real Properties,

together with the Contributed Interests, the "Properties"); in exchange for

the Tranche 3 Consideration that is allocated among such Tranche 3 Properties

as described in Section 3 of this Agreement.

1.02. Additional Components of Properties; Excluded Property. For

purposes of this Agreement, the term "Real Properties" shall also include,

without limitation, all right, title and interest of Contributor in and to any

easements, rights of way, strips, gores, privileges, licenses, appurtenants

and other rights, benefits and interests, appurtenant thereto, including,

without limitation, all right, title and interest of Contributor in and to any

streets or other public ways adjacent to the Real Properties and any water,

sewer, utility district or mineral rights owned by, or leased to, Contributor,

all improvements located on each Real Property and all structures, systems and

utilities utilized by Contributor with respect to such Real Properties

exclusively (but excluding any improvements owned by tenants under any Leases

at the Real Properties, except any improvements owned by Contributor or to

which Contributor has rights under any Ground Lease), all tangible personal

property owned by Contributor and located on the land or used in connection

with each Real Property and all of Contributor's right, title and interest in

and to all Leases, Ground Leases, all security deposits given under all

Leases, the Ground Leases and all Service Contracts and other agreements to

the extent any adjustments are made pursuant to Section 13.01. Notwithstanding

anything to the contrary in this Agreement, the property described on Schedule

1.02 annexed hereto and made a part hereof (the "Excluded Personal Property")

shall not be included in the Properties subject to transfer pursuant to this

Agreement, nor shall the Excluded Personal Property be subject to transfer by

operation of law or otherwise in connection with transfer of Contributed

Interests under this Agreement. The parties acknowledge and agree that, at

each relevant Closing, Contributor and the Relevant Contributee(s) shall enter

into license agreements ("Excluded Property License Agreements") in the form

annexed hereto as Exhibit K and made a part hereof with respect to certain

Excluded Personal Property described on Schedule 1.02.

1.03. Review Materials. Contributor has made available to the Company

true, correct and complete copies of the Title Commitments, the Searches, the

Surveys, the Leases, Ground Leases, the Environmental Reports, the Continuing

Loan Documents, any engineering reports and appraisals ordered by Contributor

for the Company (together with any other materials reasonably requested by the

Company, collectively, the "Review Materials"). The Review Materials and any

other materials, reports, surveys, books and records examined by or on behalf

of the Company pursuant to this Agreement shall: (i) be held in strict

confidence by the Company, (ii) not be used for any purpose other than the

investigation and evaluation of the Properties by the Company and its lenders,

attorneys, financial advisors, investors, accountants, partners, members,

directors, officers, employees, agents, engineers and consultants involved or

likely to be involved in this transaction (collectively, the "Agents"), and

(iii) not to be disclosed, divulged or otherwise furnished to any other person

or entity prior to the Closing except to the Agents, as otherwise contemplated

herein, or as permitted by Contributor, or as required by law, regulation or

court order. If this Agreement is terminated for any reason whatsoever, the

Company shall, at its option, destroy or return to Contributor all of the

Review Materials in the possession of the Company and the Agents. The

provisions of this Section shall survive the termination of this Agreement.

1.04. Due Diligence. The Company acknowledges that, prior to the

execution of this Agreement, it has been permitted to make a complete review,

evaluation and inspection of the Real Properties and has completed all due

diligence deemed desirable by the Company with respect to the Real Properties.

To the extent not already delivered, copies of all other environmental,

appraisals, engineering or any other third party reports prepared by or on

behalf of the Company with respect to the Properties shall be provided

promptly to Contributor and such reports shall be held subject to the second

sentence of Section 1.03. Subject to Section 9.01, the Company shall have no

further right to inspect the Real

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Properties or to conduct any testing in respect thereof unless approved in

writing by Contributor, such approval not to be unreasonably withheld, delayed

or conditioned. The Company acknowledges that it has entered into this

Agreement with the intention of making and relying solely upon its

investigation of the physical, environmental, economic and legal condition of

the Real Properties and that it is not relying upon any representation or

warranty of Contributor or any agent, employee, representative or Affiliate of

Contributor, other than those specifically set forth herein. The Company

further acknowledges that it has not received from Contributor any accounting,

tax, legal, architectural, engineering, environmental property management or

other advice with respect to the transactions contemplated hereby and that,

except as otherwise expressly provided herein, the Company is relying solely

upon the advice of its own accounting, tax, legal, architectural, engineering,

environmental, property management and other advisors.

1.05. Requests for Estoppels and Consents; Certain Provisions Regarding

Debt.

(a) Tenant Estoppels; Landlord Estoppels; Consents; Debt Releases.

Prior to each applicable Closing Date, with respect to the Tranche 1

Properties, the Tranche 2 Properties and the Tranche 3 Properties, Contributor

shall submit (i) written requests for Tenant Estoppels to all tenants of the

applicable Properties, (ii) written requests for Landlord Estoppels to all

ground lessors under the applicable Ground Leases, (iii) written requests for

consents to the appropriate party in accordance with Section 7.07, (iv)

written requests for approval (the "Permitted Debt Consents") of the

assumption of the Permitted Debt (as defined hereinafter) from the Permitted

Debt Holders (as defined hereinafter) and (v) a release or releases (the "Debt

Releases") from the applicable lenders releasing Contributor and its

Affiliates from all liability arising from and after the applicable Closing

under any and all debt documents related to the Permitted Debt. Contributor

shall use commercially reasonable efforts to procure the Debt Releases prior

to the applicable Closing and to include pre-approval of such Debt Releases in

the relevant Permitted Debt Loan Documents (as hereinafter defined).

(b) Certain Provisions Regarding Debt.

(i) General. Schedule 1.05(b)(i) annexed hereto lists (i) the

Real Properties that are encumbered by debt as of the date hereof and the

corresponding debt obligations (such debt, the "Existing Debt"), including the

principal amounts of Existing Debt outstanding as of the date hereof and a

designation of such Existing Debt as the parties intend to be either (x)

satisfied at each applicable Closing (the "Payoff Debt"), or (y) assumed by

the Company, and/or the Relevant Contributee, as indicated on Schedule

1.05(b)(i) (the "Assumed Existing Debt") at each applicable Closing, and, in

connection with the Real Properties subject to Assumed Existing Debt

(collectively, the "Assumed Existing Debt Properties"), a designation of the

lenders (the "Assumed Existing Debt Holders") that are holders of promissory

notes ("Promissory Notes") made in connection with loans ("Loans") secured by

mortgages or deeds of trust ("Mortgages") encumbering the Assumed Existing

Debt Properties, (ii) the Real Properties that the parties intend to be

encumbered (the "Identified Debt Properties") prior to the applicable Closing

with the approximately $248,000,000 of fixed rate debt (the "Identified Debt")

contemplated by that certain Mortgage Loan Application attached hereto as

Exhibit J (the "Mortgage Loan Application"), and (iii) to the extent currently

identifiable by the parties, the approximately $72,000,000 of floating rate

debt and any other debt (the "Unidentified Debt") and corresponding Tranche 1

Real Properties and Tranche 2 Real Properties and other Real Properties (the

"Unidentified Debt Properties") intended to be encumbered by such Unidentified

Debt at or prior to the Tranche 2 Closing and the principal amount(s) thereof.

"Permitted Debt" shall mean the Assumed Existing Debt, Identified Debt and

Unidentified Debt to be assumed at the relevant Closing. "Permitted Debt

Properties" shall mean the Assumed Existing Debt Properties, the Identified

Debt Properties and the Unidentified Debt Properties. "Permitted Debt Holders"

shall mean all holders of Promissory Notes made in connection with Permitted

Debt Loans.

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the Relevant Contributees acknowledge and agree that Contributor shall have

the exclusive right (but in consultation with the Company and the other

Relevant Contributees) to negotiate the terms of the Identified Debt (subject

to the terms and conditions set forth in the Mortgage Loan Application) and

the Unidentified Debt, as well as the related loan documentation, with the

applicable lenders. The Contributor may present drafts of term sheets and

related loan documentation to the Company and the other Relevant Contributees

from time to time for review and approval, which approval shall not be

unreasonably withheld, conditioned or delayed, and the Company and the other

Relevant Contributees shall notify Contributor within five (5) Business Days

of approval or disapproval of the relevant matters, provided that failure of

the Company and the other Relevant Contributees to notify Contributor of

disapproval of any such matter within such time period shall be deemed

approval of such matter. Any such matter that is approved or deemed to be

approved shall not be the subject of further review by the Company and the

other Relevant Contributees absent material changes to such matters or

material changes to other portions of the documentation that materially affect

such matters. If any matter is disapproved in accordance with the foregoing,

the parties shall reasonably cooperate in good faith to resolve such dispute,

but failure to resolve such dispute shall not affect the obligations of the

parties under this Agreement. The Company and the other Relevant Contributees

hereby approve the terms of the Mortgage Loan Application. The parties

acknowledge and agree that any Identified Debt or Unidentified Debt negotiated

under this Section 1.05(c) shall include appropriate Debt Releases, if

applicable.

(d) Approval of Debt; Effect Thereof. The parties acknowledge and

agree that, upon written notification by the Relevant Contributees to

Contributor that the Relevant Contributees approve of all of the final terms

and final related loan documentation ("Approved Loan Documentation"), the

definitions of Sections 1.05(b) and 1.05(d) shall be deemed modified, if

necessary, to reflect the effect of such approved Identified and Unidentified

Debt on the Permitted Debt, and each of the parties shall, at the request of

any of the others, execute a reasonable amendment to this Agreement clarifying

the foregoing (including, if necessary, a description of any Existing Debt or

other Permitted Debt to be refinanced in connection with such Identified and

Unidentified Debt). The parties agree that, as may have been approved in

respect of such Permitted Debt in accordance with the foregoing, at

Contributor's option, either (x) at or prior to the applicable Closing,

Contributor shall enter into the Approved Loan Documentation and the Relevant

Contributees shall assume the relevant Identified Debt and Unidentified Debt

at such Closing in accordance with, and subject to, the terms and conditions

of this Agreement, or (y) at the applicable Closing, the Relevant Contributees

shall execute and deliver the Approved Loan Documentation.

1.06. Termination; Surviving Obligations. In the event that any express

provision of this Agreement gives any party the right to terminate this

Agreement, such party shall notify the other parties in writing of such

termination, and upon delivery of such notice this Agreement shall be

terminated and neither Contributor, the Company, nor the REIT shall have any

further liability to the other hereunder, except with respect to the covenants

and indemnities explicitly stated to survive termination of this Agreement,

including, without limitation, those contained in Section 1.03, Section

2.01(e), Section 5.01, Section 6.01, Section 6.03, Section 7.09, Section

13.02, Section 13.04, Section 13.06, Section 14, Section 15 and Section 17,

which shall be referred to herein as the "Surviving Obligations".

1.07. Reallocation of Properties and Contributed Interests Among

Tranches; Exclusion of Properties and Contributed Interests.

(a) Reallocation. The parties acknowledge and agree that Contributor

may, with the consent of the Relevant Contributees, which consent shall not be

unreasonably withheld, delayed or conditioned, reallocate the Properties (and

applicable Contributed Interests) scheduled to be

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contributed at each Closing among Tranche 1 Properties, the Tranche 2

Properties and the Tranche 3 Properties, and the parties agree to revise the

relevant schedules of this Agreement accordingly in order to reflect any

changes to the allocations of the Total Consideration and the Properties (and

applicable Contributed Interests) among such Tranches.

(b) Exclusion. For purposes of clarity, in addition to the

aforementioned right to reallocate the distribution of Properties among

Tranches, Contributor shall have the right to exclude Properties pursuant to

Section 18 of this Agreement in connection with like-kind exchanges of the

Excluded Properties (as hereinafter defined). If Properties are excluded from

this Agreement pursuant to Section 18, then the Cap shall be proportionately

reduced by the value of such Excluded Property relative to the value of the

remaining Properties (but the Basket shall not be reduced or increased as a

result of such exclusion).

1.08. Responsible Entity Termination Trigger Event. Notwithstanding

anything herein to the contrary, in the event that Reckson Australia

Management Ltd. (or any successor to Reckson Australia Management Ltd. that

shall be a controlled Affiliate of Owner Operating Partnership) is terminated

or otherwise removed or retired as the Responsible Entity for any reason (an

"RE Trigger Event"), then Owner Operating Partnership may, at its option and

in its sole discretion, elect to terminate this Agreement in its entirety,

subject to the Surviving Obligations.

1.09. Revisions to Schedules. The parties acknowledge and agree that, as

of the date hereof, certain schedules of this Agreement describing and

allocating the consideration are in a preliminary form or, due to the nature

of such schedules, it is impossible or unduly burdensome to continuously

update such schedules. The parties will use commercially reasonable efforts to

agree upon final forms of each schedule prior to the applicable Closing, using

good faith efforts to conform such schedules to such parties' expectations as

contemplated in the relevant DYNA Models, the PDS and other transaction

documents (it being acknowledged and agreed that, to the extent necessary or

desirable for the exercise of for the proper exercise of any right granted to

the parties hereunder, such schedules will be finalized in a timely manner to

permit the relevant party to exercise such right in an informed manner, and

the relevant time periods for exercise of such rights will be extended on a

day for day basis attributable to any delay attributable to the other party,

as may be necessary).

Section 2. Objections to Title

2.01. (a) Title Commitments; Title Policies; Permitted Exceptions. The

Company acknowledges and agrees that it has received copies of ALTA title

insurance commitments (together with any updates and endorsements thereto, the

"Title Commitments") issued by Commonwealth Land Title Insurance Company

and/or First American Title Insurance Company or such other reputable title

insurance companies designated by Contributor which is licensed to do business

in the states where the Properties are located (collectively, the "Title

Company") in respect of all of the Properties on or prior to the date hereof.

The title insurance policies to be issued at each Closing by Title Company

pursuant to the Title Commitments shall be standard forms of owner's policies

(ALTA Form 1992 or later), in jurisdictions where such forms of policy are

available, in the collective amount of the Tranche 1 Consideration, Tranche 2

Consideration and Tranche 3 Consideration, as applicable, allocated to the

relevant Properties as the Company shall require at each Closing, and shall

contain such endorsements (including non-imputation), affirmative coverages

and reinsurance and/or co-insurance as the Company shall reasonably require

(collectively, the "Title Policies"). Each Title Policy shall insure (in the

policy amount set forth therein) that the Company or applicable Subsidiary

listed in such policy holds fee or leasehold title to such Property, as

applicable, as of the applicable Closing Date, subject only to, with respect

to such Property, (i) the exceptions contained in the applicable Title

Commitment as of the date hereof (except for any "standard" or "general"

exceptions, which shall be removed by satisfactory title

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affidavit from Contributor), (ii) any matters affecting title created before

or after the date hereof by or with the written consent of the Relevant

Contributees, (iii) any other title or survey matters which arise after the

date hereof that either are not objected to in writing by the Company pursuant

to Section 2.01(c) hereof, or, if objected to in writing by the Company

pursuant to Section 2.01(c) hereof, are those (A) which Contributor has

elected in writing not to remove or cure (which shall be a matter within

Contributor's sole discretion, excepting solely as to Must Removes (as defined

below), or has been unable to remove or cure prior to the Closing Date

(excepting Must Removes), and, in each case, subject to which the Company has

elected in writing to accept as Permitted Exceptions, (B) over which the Title

Company is willing to insure or provide affirmative insurance (at no cost or

expense to the Relevant Contributees), or (C) which are the responsibility of

any tenant under the Leases to cure, correct or remove including, without

limitation, Leases executed in accordance with the terms of Section 7, and

(iv) any other matters to which the Relevant Contributees are required to

accept title to the Properties pursuant to the terms of this Agreement,

(clauses (i) through (iv), collectively, the "Permitted Exceptions"), and (v)

with respect to all Properties, otherwise free and clear of all standard or

general exceptions contained in the Title Commitments which the Title Company

is permitted by applicable law to remove upon delivery of the Surveys and

customary title affidavits from Contributor. Contributor shall cause the Title

Policies to be issued to the Relevant Contributees at the applicable Closing.

The Company has ordered, at Company's expense, customary UCC, judgment, lien

and bankruptcy searches against Contributor and the Properties (as applicable)

(together with any updates thereto, collectively, the "Searches").

Notwithstanding anything contained herein to the contrary, the following shall

not be deemed "Permitted Exceptions" (collectively, the "Must Removes"): (X)

other than the liens representing the Permitted Debt, any monetary liens

voluntarily created by Contributor including, without limitation, any

mortgage, lien, pledge, encumbrance or exception to title against such

Property (whether such Property consists of Contributed Interests or Real

Property) created by the voluntary action of Contributor or its Affiliates

against or affecting such Property that can be removed or cured by payment of

a liquidated sum of money and (Y) any judgment, fines penalties or other

involuntary liens affecting such Property if and to the extent that the

aggregate cost of satisfying the claims secured by such liens is less than (i)

Twenty-Five Thousand ($25,000) Dollars per Property and (ii) the aggregate of

Five Hundred Thousand ($500,000) Dollars for all Properties per Tranche (as

applicable, the "Title Cap").

(b) Surveys. The Relevant Contributee(s) acknowledge and agree that

on or prior to the date hereof they have received copies of updated surveys of

each of the Properties in form and substance satisfactory to the Relevant

Contributee(s) (the "Surveys", and each, a "Survey"), certified to the

Company, the Relevant Contributees and the Title Company.

matters raised by the Title Company after the date hereof as an additional

exception in any Title Commitment or (ii) such new matters as may be disclosed

by updates to any Survey or the Searches and, in the case of clauses (i) and

(ii), which (x) have a material adverse effect on the use, utility or value of

the Property or the use, utility or value of the Contributed Interests, and

(y) are not otherwise Permitted Exceptions (each a "Defect"), within five (5)

Business Days after the Company receives written notification thereof, the

Company shall give written notification(s) to Contributor (each such

notification, a "Defects Notice") of any objections the Company may have to

such Defect. Contributor shall elect, by written notice (each such notice, a

"Cure Choice Notice") within seven (7) Business Days after receipt of a

Defects Notice (it being agreed that failure to provide notice of such

election within such period shall be deemed refusal to cure such Defect to the

Relevant Contributees), to either cure or refuse to cure any such Defect with

regard to any Property. If Contributor elects to cure such Defect in

accordance with the foregoing, such Defect shall be deemed a "Must Remove"

under this Agreement. If the Contributor does not elect to cure such Defect in

accordance with the foregoing, the Company shall notify Contributor within

five (5) Business Days (the expiration date of such five (5) Business Day

period, the "Defect Threshold Deadline") after expiration of such seven (7)

day period whether it shall (i) terminate this Agreement in

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its entirety, subject to the Surviving Obligations, provided that the Relevant

Contributees shall not have the right to terminate this Agreement pursuant to

this clause (i) until the Relevant Contributees shall have terminated this

Agreement pursuant to the following clause (ii) with respect to one or more

Properties, the individual or aggregate value of which (based conclusively on

the Total Consideration allocated to such Property or Properties as set forth

on the relevant schedules), is greater than or equal to fifteen percent (15%)

of the Total Consideration as of the date hereof (such threshold, the "Defect

Threshold"), or (ii) terminate this Agreement with respect to the affected

Property (each such affected Property as to which this Agreement is

terminated, a "Defect Property") only (in which event (x) this Agreement

shall, without further action of the parties, be deemed to have been

automatically and ipso facto amended so as to eliminate such Property, (y) the

applicable Tranche 1 Consideration, Tranche 2 Consideration or Tranche 3

Consideration shall be reduced by the portion thereof allocated to such

Property, and the Cap shall be proportionately reduced (but the Basket shall

not be reduced as a result of such elimination), and (z) this Agreement shall

otherwise remain in full force and effect); it being agreed that failure to

provide notice of such election within such response time period shall be

deemed an election to proceed with the transactions contemplated in this

Agreement, subject to the terms and conditions of this Agreement, without

terminating this Agreement with respect to any such affected Property,

provided that the foregoing shall not be construed as a waiver of any

subsequent termination rights that may be available to the Relevant

Contributees under this Section 2.01(c). If the Defect Threshold is reached,

then Contributor shall have the right ("Defect Threshold Termination Right")

to terminate this Agreement in its entirety by written notice to the Relevant

Contributees on or before the Defect Threshold Deadline; failure to exercise

the Defect Threshold Termination Right in accordance with the foregoing shall

be deemed an election by Contributor to proceed with the transactions

contemplated in this Agreement, subject to reinstatement of the Defect

Threshold Termination Right at such time as further Defects aggregating,

together with previously discovered Defects, in excess of the Defect Threshold

may be revealed in accordance with the foregoing. Each Defect Property not

replaced with a Substitute Property shall become an "Option Property" under

the Option Agreement, and shall be subject to the terms and conditions of the

Option Agreement.

(d) Cure of Defects. Contributor shall have the right, but not the

obligation, to cure any such Defect within fifteen (15) Business Days after

its receipt of the Defect Notice, or in the case of any Defect which cannot

with due diligence be cured within such fifteen (15) Business Day period, such

later date by which such Defect can reasonably be cured, provided that

Contributor commences to cure such Defect within such fifteen (15) Business

Day period and thereafter continues diligently and in good faith to cure the

Defect, provided, further, that Contributor's right to cure any Defect in

accordance with the foregoing provisions is subject to compliance with the

provisions of Section 2.01(c) of this Agreement applicable to Cure Choice

Notices. In the event that Contributor elects not to cure any such Defect or

is unable to effect such cure prior to the applicable Closing, the Company

shall have the remedies provided in Section 2.01(c), this Section 2.01(d) and

Section 14 hereof. Notwithstanding anything to the contrary contained in this

Agreement, Contributor shall have no obligation to cure any Permitted

Exceptions and Defects (other than the Must Removes) and shall only have the

obligation to cure the Must Removes. If Contributor fails to cure any Defects

other than the Must Removes, or if by the expiration of the cure period

provided for above, Contributor has failed to cure all Defects (other than the

Must Removes), the Company shall nonetheless be obligated to proceed to close

subject to any such Defects. In such event, at the Company's sole election,

(a) the Company shall deduct from the applicable Tranche 1 Consideration,

Tranche 2 Consideration or Tranche 3 Consideration with respect to such

Property the cost to cure ("Cost to Cure") such Defect as mutually agreed to

by the Company and Contributor in their commercially reasonable discretion (it

being acknowledged and agreed that, in the event that the Total Consideration

allocated to such Property consists of both Contributed Equity Value and Cash

Portion of Sales Price, such deduction shall be allocated to the Cash Portion

of Sales Price with respect to such Property, provided, however, that if the

Cost to Cure exceeds the Cash Portion of Sales Price in respect of such

Property, the Relevant Contributees may allocate such deduction

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to the Cash Portion of Sales Price applicable to any other Properties), or (b)

Contributor shall place into escrow with the Title Company, pursuant to an

escrow agreement in a form mutually agreed to by the parties, the cost to cure

such Defect as mutually agreed to by the Company and Contributor in their

commercially reasonable discretion; provided, however, that in no event shall

the amount of such deduction or such escrow, together with all amounts paid by

Contributor to cure Defects (other than the Must Removes) exceed (i) the

portion of the Total Consideration allocated to such Property, with respect to

any individual Property, or (ii) the Title Cap, in the aggregate. In no event

shall an amount so deducted or escrowed reduce the amount available under the

Title Cap; provided, however, that in the event that the subject Defect

constitutes a Breach of the representations and warranties contained in

Section 5.01(i) or Section 5.01(o), the Company shall not be entitled to

indemnification with respect thereto pursuant to Section 5.05(a), to the

extent of amounts in escrow or paid in accordance with this Section 2.01(d).

Contributor shall satisfy any Must Removes of record or, as an alternative to

causing such Must Removes to be satisfied of record and provided that the

Title Company agrees to omit such Must Remove(s) from the Title Policies: (i)

bond or cause to be bonded such Must Remove(s), (ii) deliver or cause to be

delivered to the Title Company, on the date of the Closing, instruments in

recordable form and sufficient to satisfy such Must Remove(s) of record,

together with the appropriate recording or filing costs, or (iii) deposit or

cause to be deposited with the Title Company sufficient monies, acceptable to

and reasonably requested by the Title Company, to assure the obtaining and

recording of a satisfaction of the Must Remove(s). With respect to (a) any

condition or state of facts that is set forth on any Title Commitment, Survey

or Search as of date hereof or (b) any Defect (other than the Must Removes)

for which the Company fails to deliver a Defect Notice thereof in accordance

with this Agreement, such Defect or Defect, as the case may be, shall be

deemed approved by the Company and shall constitute a Permitted Exception

hereunder, and the Company shall be obligated to close without further

deduction from the applicable Total Consideration with respect to any such

items. In the event that any of the foregoing time periods applicable to the

Relevant Contributees responses to various notices would otherwise extend

beyond the applicable Closing Date, the Closing Date shall, at the request of

the Relevant Contributees, be extended on a day for day basis in respect of

such time period.

(e) Substitute Properties In Connection With Title Defects.

Notwithstanding anything to the contrary contained herein, in the event that

any Defect that Contributor intended or is otherwise obligated to cure

hereunder has not been cured as of the applicable Closing Date with respect to

the applicable Property in accordance with Section 2.01(c) or Section 2.01(d),

such event shall constitute a "Defect Substitution Event" for the purposes of

this Agreement.

(f) Substitution Procedures. If any of (x) a Defect Substitution

Event, (y) a CC Substitution Event (as hereinafter defined) or (z) a Closing

Condition Substitution Event (as hereinafter defined) occurs from time to

time, Contributor may in its sole and absolute discretion elect (with respect

to a Defect Substitution Event or a Closing Condition Substitution Event, at

any time at or prior to the applicable Closing; with respect to a CC

Substitution Event, within ten (10) Business Days of delivering notice of such

CC Substitution Event) to retain its interests in such affected Property or

Properties (individually or collectively, as the context may require, the

"Affected Property") (for purposes of clarity, notwithstanding anything to the

contrary, one Substitute Property may replace more than one Affected Property

if the value of the Substitute Property is greater than or equal to such

replaced Properties) and, in lieu of transferring such interests to the

Company at the applicable Closing, as may be otherwise required by this

Agreement, Contributor shall deliver to the Company fee simple title (or

Contributed Interests, as applicable) with respect to a Substitute Property,

pursuant to the same terms of this Agreement applicable to any other Property,

provided that in the event that title to the Substitute Property is delivered

to the Relevant Contributee in accordance with the foregoing, the Company

shall obtain the prior approval of any lender of the Company to release any

mortgage or other lien held by such lender on the Substitute Property in

exchange for a lien on the Property originally required to be delivered at the

applicable Closing Date once such Defect is cured. If the applicable lender

does not agree to

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release such mortgage or other lien, such mortgage or lien shall, at the sole

cost and expense of Contributor, be prepaid in respect of such Substitute

Property. For purposes of this Agreement, "Substitute Property" shall mean a

property in the New York tri-state area (v) with a value, mutually agreed upon

by Contributor and the Relevant Contributees, that is equal to or greater than

that of the Affected Property affected or subject to the applicable Defect

Substitution Event, CC Substitution Event or Closing Condition Event, (w)

generally consistent with the Properties, (x) having income equal or greater

to the amount set forth in the DYNA Model with respect to such Affected

Property, (y) having leases that otherwise comply with the applicable DYNA

Model, and (z) otherwise acceptable to any lender (including Permitted Debt

Holders) of the Company providing financing with respect to such Affected

Property. Contributor shall bear the costs and expenses of all appraisals

required by the foregoing. If such Substitute Property has a greater value

than the value of the Affected Property, the Total Consideration (and

appropriate components thereof) shall be increased accordingly. For purposes

of this Agreement, the term "DYNA Models" shall mean those certain net

operating income projections for each of the Properties prepared on behalf of

the Company to value the Properties as of the date set forth in the DYNA

Models. If Contributor conveys Substitute Property to the Company, in lieu of

any Property identified on Exhibit B annexed hereto, Contributor shall have

the right to require the Company to acquire such Substitute Property at such

time as the conditions set forth in this Agreement with respect to the

acquisition of such Property and the applicable Closing have been satisfied.

Contributor shall pay all actual out-of-pocket expenses incurred by the

Company in connection with Contributor's exercise of its rights pursuant to

the immediately preceding sentence. It is acknowledged and agreed that upon

substitution of such Substitute Property in accordance with the provisions of

this Section 2.01(f), such substitution shall be deemed to cure the relevant

Defect Substitution Event, CC Substitution Event and/or Closing Condition

Substitution Event applicable to the Affected Property, and notwithstanding

anything to the contrary herein, the Relevant Contributees shall not be

permitted to (x) exercise any termination right under this Agreement arising

in connection with such Affected Property or (y) to bring any proceeding

otherwise permitted under this Agreement in respect of breach of

representations and warranties or covenants in respect of the Affected

Property. Notwithstanding anything to the contrary in this Agreement, either

party shall have the right, by written notice, to extend the applicable

Closing (and all subsequent Closings on a day for day basis) for up to fifteen

(15) Business Days in order to effectuate the provisions of this Section

2.01(f). This Section 2.01(f) shall survive the applicable Closing.

Section 3. Contribution Consideration

3.01. Consideration.

(a) Tranche 1 Consideration. Schedule 3.01(a)(i) annexed hereto sets

forth (i) the aggregate agreed upon equity value of the Tranche 1 Properties

to be contributed at the Tranche 1 Closing (referred to herein as the "Tranche

1 Contributed Equity Value"), (ii) the aggregate principal amount outstanding

as of the Tranche 1 Closing Date of the Permitted Debt for such Tranche 1

Properties (such Permitted Debt, the "Tranche 1 Permitted Debt") and (iii) the

aggregate agreed upon cash portion of consideration (the "Tranche 1 Cash

Portion of the Sales Price") and the aggregate agreed upon non-cash

consideration (the "Tranche 1 Non-Cash Portion of Consideration") for the

contribution and transfer of each of the Tranche 1 Properties to the Relevant

Contributees at the Tranche 1 Closing. The sum of the amounts referenced in

clauses (i) and (ii) shall be referred to herein, collectively, as the

"Tranche 1 Consideration". Subject to Section 3.02, on the Tranche 1 Closing

Date, the Company shall (i) issue non-managing member interests in the Company

(the "Interests") to Owner Operating Partnership or, in Contributor's sole and

absolute discretion, to the applicable Subsidiary, as to the Tranche 1

Non-Cash Portion of Consideration, if any, as allocated for each Tranche 1

Property and (ii) pay to the Owner Operating Partnership or, in Contributor's

sole and absolute discretion, to the applicable Subsidiary the Tranche 1 Cash

Portion of the Sales Price, if any.

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(b) Tranche 2 Consideration. Schedule 3.01(b)(i) annexed hereto sets

forth (i) the aggregate agreed upon equity value of the Tranche 2 Properties

to be contributed at the Tranche 2 Closing (referred to herein as the "Tranche

2 Contributed Equity Value"), (ii) the Permitted Debt for such Tranche 2

Properties as of the Tranche 2 Closing Date (such Permitted Debt, the "Tranche

2 Permitted Debt") and (iii) the aggregate agreed upon cash portion of

consideration (the "Tranche 2 Cash Portion of the Sales Price") and the

aggregate agreed upon non-cash consideration (the "Tranche 2 Non-Cash Portion

of Consideration") for the contribution and transfer of each of the Tranche 2

Properties to the Relevant Contributee(s) at the Tranche 2 Closing. The sum of

the amounts referenced in clauses (i) and (ii) shall be referred,

collectively, to herein as the "Tranche 2 Consideration". Subject to Section

3.02, on the Tranche 2 Closing Date, the Company shall (i) issue Interests to

Owner Operating Partnership or, in Contributor's sole and absolute discretion,

to the applicable Subsidiary, as to the Tranche 2 Non-Cash Portion of

Consideration, if any, as allocated for each Tranche 2 Property and (ii) pay

to the Owner Operating Partnership or, in Contributor's sole and absolute

discretion, to the applicable Subsidiary the Tranche 1 Cash Portion of the

Sales Price, if any.

forth (i) the aggregate agreed upon equity value of the Tranche 3 Properties

to be contributed at the Tranche 3 Closing (referred to herein as the "Tranche

3 Contributed Equity Value"), (ii) the Permitted Debt for such Tranche 3

Properties as of the Tranche 3 Closing Date (such Permitted Debt, the "Tranche

3 Permitted Debt") and (iii) the aggregate agreed upon cash portion of

consideration (the "Tranche 3 Cash Portion of the Sales Price") and the

aggregate agreed upon non-cash consideration (the "Tranche 3 Non-Cash Portion

of Consideration") for the contribution and transfer of each of the Tranche 3

Properties to the Relevant Contributee(s) at the Tranche 3 Closing. The sum of

the amounts referenced in clauses (i) and (ii) shall be referred to herein,

collectively, as the "Tranche 3 Consideration". Subject to Section 3.02, on

the Tranche 3 Closing Date, the Company shall (i) issue Interests to Owner

Operating Partnership or, in Contributor's sole and absolute discretion, to

the applicable Subsidiary, in an amount equal to the Tranche 3 Non-Cash

Portion of Consideration, if any, as allocated for each Tranche 3 Property and

(ii) pay to the Owner Operating Partnership or in Contributor's sole and

absolute discretion, to the applicable Subsidiary, the Tranche 1 Cash Portion

of the Sales Price, if any. The Tranche 1 Consideration, the Tranche 2

Consideration and the Tranche 3 Consideration, collectively, are referred to

herein as the "Total Consideration" (it being acknowledged and agreed that the

Total Consideration on the date hereof is Four Hundred Fifty Seven Million

Five Hundred Thirty One Thousand Two Hundred Thirty Five and 00/100 Dollars

($457,531,235.00)). The Tranche 1 Contributed Equity Value, the Tranche 2

Contributed Equity Value and the Tranche 3 Contributed Equity Value,

collectively, are referred to herein as the "Contributed Equity Value". The

Tranche 1 Cash Portion of the Sales Price, the Tranche 2 Cash Portion of the

Sales Price and the Tranche 3 Cash Portion of the Sales Price, collectively,

are referred to herein as the "Cash Portion of the Sales Price".

(d) De Minimis Consideration; Sales Tax. Contributor and the Company

hereby acknowledge and agree that the value of the non-real estate assets

associated with the Properties to be contributed and sold to the Relevant

Contributee(s) is de minimis and no part of the Contributed Equity Value or

Cash Portion of the Sales Price is allocable thereto. Although it is not

anticipated that any sales tax shall be due and payable, the Company agrees

that the Company shall pay any and all State of New York sales and/or use

taxes imposed upon or due in connection with the transactions contemplated

hereunder under any applicable laws of New York State. The Company shall file

all necessary tax returns with respect to such taxes and, to the extent

required by applicable law, Contributor will join in the execution of any such

tax returns.

3.02. Adjustments to Consideration. The amounts set forth in Schedules

3.01(a), 3.01(b) and 3.01(c) shall each be adjusted as of the respective

Closing to reflect (i) any adjustments made pursuant to Section 2.01(d),

Section 13, and any other adjustments to the Cash Portion of the Sales Price

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with respect to any Property (plus or minus) made in accordance with any other

term or provision of this Agreement and (ii) any principal payments made on

the Permitted Debt after the date hereof for each of the Tranche 1 Closing,

Tranche 2 Closing and Tranche 3 Closing, it being understood that any such

principal payments shall result in a corresponding increase in the Tranche 1

Contributed Equity Value, the Tranche 2 Contributed Equity Value and the

Tranche 3 Contributed Equity Value, as applicable, as allocated for each of

the Permitted Debt Properties for which such principal payments are made to

the applicable Cash Portion of the Sales Price.

3.03. Effect of Permitted Debt Holder Refusal of Assumption Consent. If,

on or prior to the Tranche 1 Closing, the Tranche 2 Closing or the Tranche 3

Closing, as applicable, one or more of the Permitted Debt Holders refuses to

give a Permitted Debt Consent to Contributor and/or refuses to provide a Debt

Release, then Contributor shall prepay or if permitted thereby, defease, such

Permitted Debt in full on or prior to the applicable Closing, and the

applicable Contributed Equity Value for each such Permitted Debt Property so

prepaid or defeased shall be increased by the amount of principal, interest

and prepayment premiums or penalties payable in respect of the amount so

prepaid or defeased, and such increase shall be allocated to the applicable

Cash Portion of the Sales Price.

3.04. Certain Transactions at Closing. At each Closing, upon the

consummation of the applicable transactions contemplated herein, the Relevant

Contributee(s) shall (i) pay the applicable Cash Portion of the Sales Price

(plus or minus net adjustments and prorations pursuant to Section 13) with

respect to the Properties to Contributor or such other entity as required to

effectuate the transactions

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