REAL ESTATE SALE CONTRACT

Exhibit 10.142

Execution Original

909 CHESTNUT
REAL ESTATE SALE CONTRACT

The mailing, delivery or negotiation of this Contract by Seller or its agents or attorneys shall not be deemed an offer by Seller to enter into any transaction or to enter into any other relationship, whether on the terms contained herein or on any other terms. This Contract shall not be binding upon Seller, nor shall Seller have any obligations or liabilities or Purchaser any rights with respect thereto, or with respect to the Property, unless and until Seller has executed and delivered this Contract. Until such execution and delivery of this Contract, Seller may terminate all negotiation and discussion of the subject matter hereof, without cause and for any reason, with recourse or liability.

ARTICLE 1: GENERAL PROVISIONS

1.1        Contract . Subject to the terms and conditions of this Real Estate Sale Contract (this " Contract "), SOUTHWESTERN BELL TELEPHONE, L.P., a Texas limited partnership (collectively " Seller ") agrees to sell to INLAND REAL ESTATE ACQUISITIONS, INC., an Illinois corporation or its nominee permitted under Section 11.1 below (" Purchaser "), and Purchaser agrees to purchase from Seller, that certain high rise office tower, underground parking and related improvements located at 909 Chestnut Street, St. Louis, Missouri, consisting of the following (collectively, the " Property "): (i) the real property described on Exhibit A attached hereto, together with all improvements (the "Improvements") located thereon (collectively, the " Real Property "); and (ii) all of Seller’s right, title and interest in and to fixtures, which are used in the operation of the Improvements (collectively, the " Fixtures "), including, without limitation, all affixed heating, ventilation and air conditioning equipment, and fire sprinklers, but excluding (x) any personal property used by Seller or any other occupant of the Improvements or the Property in the operation of its business, and (y) any trademarks, trade names or other intellectual property, including, without limitation, the AT&T name and any variant thereof.

1.2        Purchase Price : The total purchase price to be paid to Seller by Purchaser for the Property shall be TWO HUNDRED FOUR MILLION NINE HUNDRED THOUSAND AND NO/100 DOLLARS ($204,900,000.00) (the " Purchase Price ") . The Purchase Price shall be paid to Seller at Closing, plus or minus prorations and other adjustments hereunder, including all Earnest Money (hereinafter defined) credited against the Purchase Price by federal wire transfer of immediately available funds.

1.2.1     Lease Back : During the Review Period, Seller and Purchaser shall negotiate in good faith to finalize the terms of a lease for the Property whereby Seller shall leaseback the entire Property for a primary lease term of Ten (10) years nine (9) months and lease payments of One Million Two Hundred Twenty-Six Thousand Two Hundred Ninety-Three Dollars ($1,226,293.00) per month and Fourteen Million Seven Hundred Fifteen Thousand Five Hundred Sixteen Dollars ($14,715,516.00) per annum for the first year, with annual increases of two percent (2%) per year thereafter.

1.3        Title Company and Escrow Agent : The Title Company and Escrow Agent for this transaction shall be First American Title Insurance Company, 1401 South Brentwood Boulevard, Suite 300, Saint Louis, Missouri, 63144, Attn: Nanci Napoli, Phone: (314) 785-6202.

1.4        Effective Date : This Contract is executed as of November 3, 2006 (the " Effective Date ").

1.5        Inspection Period : The " Inspection Period " is the period beginning on the Effective Date and ending at 5:00 p.m. Central Standard Time on November 30, 2006,.

1.6        Closing Date : The " Closing Date " shall be on the later of (i) five (5) days following the MPSC Approvals per Section 1.13 hereof (or such days fewer than five so that the Closing occurs by December 29, 2006); or (ii) five (5) business days after expiration of the Inspection Period; or (iii) on such other date or place as may be mutually agreed to in writing by Seller and Purchaser. Provided, however, that notwithstanding the foregoing, if the Closing has not occurred by Friday, December 29, 2006, then Seller may terminate this Contract and thereupon the Escrow Agent shall return the Earnest Money to Purchaser, the same as if MPSC Approvals had not been obtained, it being the intention of the parties that the sale and leaseback as contemplated by this Contract shall occur, if at all, before the end of calendar year 2006.

1.7        Deposit of Earnest Money . Within two business days after the Effective Date, Purchaser shall deposit Five Million Dollars ($5,000,000) in immediately available funds (such amount the " Earnest Money ") with Escrow Agent, evidencing Purchaser’s good faith to perform Purchaser’s obligations under this Contract. If Purchaser fails to timely deposit the Earnest Money with the Escrow Agent, this Contract shall terminate and be of no force and effect. The Escrow Agent shall hold and disburse the Earnest Money in accordance with the terms and provisions of this Contract. If the Closing under this Contract occurs, the Escrow Agent shall deliver the Earnest Money into the closing escrow with Title Company, to be applied against the Purchase Price. All interest earned on the Earnest Money shall in all events be the money of Purchaser, regardless of the ultimate disposition of the Earnest Money and shall be paid to Purchaser upon written request of Purchaser.

1.8        AT&T Lease . Provided the parties have fully and finally negotiated the terms of the lease, at the Closing, Purchaser, as landlord, shall enter into a lease agreement (the " AT&T Lease ") with AT&T Services, Inc., which AT&T Lease shall be in the form agreed to by the parties as evidenced by their execution thereof. The execution and delivery of the AT&T Lease by the parties is a condition precedent to the closing hereunder. If the parties have not agreed upon the terms of the AT&T Lease and finalized the same by the end of the Inspection Period then either party may terminate this Contract upon written notice to the other prior to the expiration of the Inspection Period.

1.9        Skywalks . At Closing, Purchaser and Seller shall enter into an easement agreement in form and substance mutually agreeable to the parties, that establishes easement rights in and to the existing skywalks that connect 909 Chestnut to the adjoining Data Center and Central Office Building owned by Seller and/or related Seller entities (the "Skywalk Easement"). The execution, delivery and recordation of the Skywalk Easement is a condition precedent to the closing hereunder.

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1.10      Rooftop Rights . At Closing, Purchaser and Seller shall enter into a perpetual easement agreement in form and substance mutually agreeable to the parties, that establishes sole and exclusive easement rights in favor of Seller in and to all of the rooftop areas of the Improvements, together with 24 hour, seven day a week access for Seller and Seller’s designees to and from such rooftop areas (the "Rooftop Easement"). The execution, delivery and recordation of the Rooftop Easement is a condition precedent to the closing hereunder.

1.11      Blanket Technology Easement . At Closing, Purchaser and Seller shall enter into a perpetual easement agreement in form and substance mutually agreeable to the parties, that grants to Seller a blanket easement on, under and through those portions of the Property as presently exists (including the existing risers and chase from the basement to the rooftop of the Property) or as Seller may in the future determine are necessary, in Seller’s sole discretion, for such wiring, conduit, connections, cabling and any and all such other technology or operating system needs of the Data Center and Central Office Building of AT&T located adjacent to the Property so that those two buildings continue to have the same connectivity, functionality and operations through the Property as would exist if Seller had continued to own the Property (the "Blanket Easement"). The execution, delivery and recordation of the Blanket Easement is a condition precedent to the closing hereunder.

1.12      Seller Approval . Seller’s obligations under this Contract are conditioned on Seller obtaining such approvals as Seller deems necessary from the Board of Directors (or a committee of such Board ) of AT&T, Inc. with respect to this Contract and the transactions contemplated herein. If Seller does not receive the necessary approvals, Seller may terminate this Contract by written notice to Purchaser given prior to the Closing Date.

1.13      Missouri Public Service Commission Approval . It is further understood and agreed that this Contract and Seller’s obligations to close hereunder are contingent upon Seller obtaining the approval of this Contract and the conveyance provided for herein upon terms and conditions acceptable to Seller in its sole and exclusive discretion, from the Missouri Public Service Commission (hereinafter the "MPSC") in accordance with the Missouri Revised Statutes and regulations adopted pursuant thereto, without appeal therefrom (collectively, the "MPSC Approvals"). Seller agrees at its own cost and expense to diligently prepare and submit an application requesting the MPSC Approvals promptly following the date of this Contract and to diligently pursue the MPSC Approvals. Seller shall have no obligation to appeal any adverse MPSC decision, or to defend any appeal from any favorable decision. In the event that Seller does not obtain the MPSC Approvals upon terms and conditions acceptable to Seller in its sole and exclusive discretion by December 23, 2006, then Seller shall give notice to Purchaser to that effect and thereafter upon written request of Purchaser the Title Company shall return to Purchaser the Earnest Money together with interest accrued thereon, whereupon this Contract and all rights of Purchaser hereunder shall terminate (except for those provisions which specifically survive termination) and Seller shall have no further obligations to Purchaser hereunder.

1.14      Trade Fixtures and Equipment . Purchaser acknowledges that Seller is currently conducting its telecommunications business and other related operations at the Property. All trade fixtures, equipment, furniture, furnishings, appliances, supplies, records, documents and other items of moveable personal property relating to the operation of Seller’s

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business that may be situated upon the Property (including, without limitation, signage, computer hardware, racking, such wiring as Seller may chose to remove, alarms and security equipment, telecommunication and technology equipment and infrastructure and all proprietary equipment and systems) are hereby excluded from the Improvements to be conveyed hereunder and shall remain the property of Seller or AT&T Services, Inc., as the tenant under the AT&T Lease.

1.15      Termination for Convenience. In addition to any other provision in this Contract permitting Seller to terminate the Contract, Seller may also terminate this Contract upon written notice to Purchaser at any time prior to the Closing Date for the convenience of Seller, provided that Seller in the event of any termination by Seller of this Contract, whether for convenience or as otherwise permitted hereunder, shall in such event reimburse Purchaser for all of its then reasonable and customary third party expenses incurred in performing due diligence on the Property. Seller shall make such reimbursement within thirty (30) business days of being presented with copies of all third party invoices and billings for such third party due diligence services and expenses, together with such other supporting or back-up documentation as Seller may reasonably request. In the event Seller disputes any third party due diligence expense included in Purchaser’s request for reimbursement then Seller shall reimburse Purchaser for all nondisputed due diligence expenses and the parties shall resolve any disputed due diligence expenses by binding mediation.

ARTICLE 2: INSPECTION

2.1        Property Information . Seller shall deliver or make available to Purchaser the following, to the extent in Seller’s possession or control (the " Property Information "), within five days after the Effective Date:

2.1.1     Environmental Reports . Existing third party environmental reports or site assessments related to the Property to be delivered to Purchaser by Seller;

2.1.2     Tax Statements . Copies of most recent ad valorem tax statements relating to the Property, together with the latest assessment information; and

2.1.3     Contracts and Leases . Copies of any and all management, service, supply, equipment rental and other contracts related to the operation of the Property which would survive the terms of the AT&T Lease, as well as a copy of the existing first floor leases for tenants who will become subtenants under the AT&T Lease, as provided therein.

Except as otherwise expressly provided herein, Seller makes no representations or warranties as to the accuracy or completeness of the Property Information. The Property Information and all other information, other than matters of public record, furnished to, or obtained through inspection of the Property by, Purchaser, its affiliates, lenders, employees or agents relating to the Property, will be treated by Purchaser, its affiliates, lenders, employees and agents as confidential, and will not be disclosed to anyone other than on a need-to-know basis to Purchaser’s consultants who agree to maintain the confidentiality of such information, and will be returned to Seller by Purchaser if the Closing does not occur.

2.2        Inspections . Commencing on the Effective Date, at its sole cost and expense, upon reasonable prior notice to Seller, Purchaser shall have reasonable access during normal

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business hours to the Property and conducting inspections and tests, including surveys and architectural, engineering, geotechnical and environmental inspections and tests, provided that i) such inspections shall be at such times and subject to and under such terms, conditions and requirements as Seller may impose in its sole discretion; ii) shall exclude any areas deemed by Seller as being secret areas into which Purchaser may not enter due to confidential or proprietary matters; and iii) no photography, video or other recording may be taken of any part of the interior of the building without the prior written consent of Seller, which consent may be granted or denied in Seller’s sole discretion. Before any such entry, Purchaser shall provide Seller with a certificate of insurance naming Seller as an additional insured and with an insurer and insurance limits (minimum $5 million) and coverage reasonably satisfactory to Seller. Purchaser shall not disturb Seller’s business operations on the Property. In connection with its due diligence investigations, Purchaser or Purchaser’s representatives may meet with or contact building officials and governmental authorities, parties to Service Contracts and other agreements, the property management personnel, and a walk through of the Property; provided that Seller shall be given a reasonable opportunity to participate in any of the foregoing. Purchaser may only enter and inspect the interior of the Improvements when accompanied by a representative of Seller. Purchaser may not perform any invasive testing or drilling without the consent of Seller which consent will not be unreasonably withheld. In conducting any inspections or tests of the Property, Purchaser shall keep the Property free and clear of any liens arising from work performed on behalf of Purchaser. Purchaser shall restore the Property to substantially the same condition as existed prior to the tests and inspections, and shall defend, indemnify and hold Seller harmless from and against any claims and liabilities asserted against Seller arising out of Purchaser’s inspections; provided, however, the indemnity shall not extend to claims or liabilities arising out of the discovery of any existing environmental condition except to the extent such condition is made worse by Purchaser’s negligence or willful misconduct. This indemnity shall survive the Closing and any termination of this Contract. Within five days after Seller’s request, Purchaser shall provide Seller with a copy of the results of any tests and inspections made by or for Purchaser, excluding only market and economic feasibility studies (the " Purchaser’s Reports ").

2.3        Absolute Termination Right . Purchaser shall have through the last day of the Inspection Period in which to examine, inspect, and investigate the Property and, in Purchaser’s sole and absolute judgment and discretion, determine whether the Property is acceptable to Purchaser. Notwithstanding anything to the contrary in this Contract, Purchaser may terminate this Contract for any reason or no reason, by giving written notice of termination to Seller and Escrow Agent (the " Inspection Termination Notice ") on or before the last day of the Inspection Period. If Purchaser does not give an Inspection Termination Notice, this Contract shall continue in full force and effect, Purchaser shall be deemed to have waived its right to terminate this Contract pursuant to this Section 2.3, and the Earnest Money shall become non-refundable except as expressly provided herein.

2.4        Purchaser’s Reliance on its Investigations . To the maximum extent permitted by applicable law and except for Seller’s representations and warranties in Section 8.1 and the warranties of title in the deed delivered at the Closing (" Seller’s Warranties "), this sale is made and will be made without representation, covenant, or warranty of any kind (whether express, implied, or, to the maximum extent permitted by applicable law, statutory) by Seller. As a material part of the consideration for this Contract, Purchaser agrees to accept the Property on an

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"As is" and "Where is" basis, with all faults and any and all latent and patent defects, and without any representation or warranty, all of which Seller hereby disclaims, except for Seller’s Warranties. Except for Seller’s Warranties, no warranty or representation is made by Seller as to (a) fitness for any particular purpose, (b) merchantability, (c) design, (d) quality, (e) condition, (f) operation or income, (g) compliance with drawings or specifications, (h) absence of defects, (i) absence of hazardous or toxic substances, (j) absence of faults, (k) flooding, or (l) compliance with laws and regulations including, without limitation, those relating to health, safety, and the environment. Purchaser acknowledges that Purchaser has entered into this Contract with the intention of making and relying upon its own investigation of the physical, environmental, economic use, compliance, and legal condition of the Property and that Purchaser is not now relying, and will not later rely, upon any representations and warranties made by Seller or anyone acting or claiming to act, by, through or under or on Seller’s behalf concerning the Property, except for Seller’s Warranties.

Consistent with the foregoing and subject solely to the Seller’s Warranties, effective as of the Closing Date, Purchaser, for itself and its agents, affiliates, successors and assigns, hereby releases, covenants not to sue, and forever discharges Seller, its agents, affiliates, subsidiaries, successors and assigns (collectively the " releasees ") from any and all rights, claims and demands at law or in equity, whether known or unknown at the time of this Contract, which Purchaser has or may have in the future, arising out of the physical, environmental, economic or legal condition of the Property, including, without limitation, all claims in tort or contract and any claim for indemnification or contribution arising under the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. Section 9601, et seq.) or any similar federal, state or local statute, rule or regulation. Purchaser, upon Closing, shall be deemed to have waived, relinquished and released Seller and all other releasees from and against any and all matters affecting the Property.

The provisions of this Section 2.4 shall survive indefinitely any closing or termination of this Contract and shall not be merged into the closing documents.

ARTICLE 3: TITLE REVIEW AND APPROVAL

3.1        Title Review . Purchaser acknowledges its receipt of a current preliminary title report or commitment (such report or commitment, as it may be amended, supplemented and updated, the " Preliminary Title Report ") issued by the Title Company, together with legible copies of all documents of record referred to in the Preliminary Title Report as exceptions to title to the Property. Upon execution of this Contract by the parties, Seller shall direct Title Company to revise the commitment to name Purchaser’s acquisition entity as the named insured in the amount of the Purchase Price. Seller shall obtain, at Seller’s expense, a current ALTA survey (" Survey ") of the Property during the Inspection Period certified to Purchaser, Title Company and any other party as Purchaser may direct. During the Inspection Period, Purchaser shall review title to the Property as disclosed by the Preliminary Title Report and the Survey. Seller shall remove or cause the title company to insure over at Closing any monetary lien for a determinable sum. Seller may cause the Title Company to insure over mechanics liens for unpaid labor and materials relating to the Repair Contracts (defined below). With respect to any other title exceptions, Seller shall have no obligation to remove such exceptions. The term " Permitted Exceptions " means those specific exceptions in the Preliminary Title Report as of the

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end of the Inspection Period other than those that Seller is required to remove, any real estate taxes not yet due and payable, zoning ordinances and regulations and other laws or regulations governing use or enjoyment of the Property, the Rooftop, Skywalk and Blanket Easements, and the AT&T Lease, and the current first floor subtenants under lease, as applicable.

3.2        Title Policy Condition . Purchaser shall not be obligated to close this transaction unless, upon the sole condition of payment of the premium, at Closing, the Title Company is willing to issue to Purchaser an owner’s policy of title insurance, dated as of the date and time of the recording of the Deed, with extended coverage, in the amount of the Purchase Price, insuring Purchaser that title to the Property is vested of record in Purchaser on the Closing Date, subject only to the Permitted Exceptions, the printed conditions and exceptions of such policy other than the standard exceptions deleted by extended coverage and any other title exceptions accepted or deemed accepted by Purchaser but including the following endorsements: 3.1 zoning; subdivision; utility facility, tax parcel number; access; and contiguity (the " Title Policy "). The agreement of the Title Company to issue such endorsements will be a condition to Purchaser’s obligation to close, but the failure of the Title Company to issue such endorsement will not be deemed a default by Seller hereunder.

3.3        Owner’s Affidavit . At the Closing, Seller shall execute and deliver to the Escrow Agent an ALTA statement in customary form, a standard gap indemnity, and any other document or undertaking required to cure or remove the exceptions to title that Seller is obligated to remove pursuant to Section 3.1 .

3.4        Leasehold Policy . Seller shall also request, at Seller’s sole cost and expense, that the Title Company provide Seller at Closing with a simultaneous leasehold title commitment issued by the Title Company under which the Title Company will agree at Closing to issue an ALTA Leasehold Policy of Title Insurance in the amount of the Purchase Price insuring Seller’s leasehold interest under the Lease, subject only to the Permitted Exceptions and Purchaser’s acquisition financing.

3.5        SNDA . Purchaser will provide Seller at Closing with a Subordination, Non-Disturbance and Attornment Agreement (in substantially the form attached as an exhibit to the Lease between the parties) from the holders of all such mortgages, deeds of trust, liens or other encumbrances arising from the acquisition financing.

ARTICLE 4: COVENANTS

4.1        Operation of Property; Ongoing Repairs and Maintenance . From the Effective Date through the Closing, Seller shall operate and manage the Property in substantially the same manner in which it is being operated as of the Effective Date.

4.2        New Contracts . From the Effective Date through the Closing, Seller will not enter into or amend any contract that will be an obligation affecting the Property subsequent to the Closing, except contracts entered into in the ordinary course of business that do not have a term extending beyond the end of the terms of the AT&T Lease.

4.3        Estoppel Certificate . [Intentionally Deleted]

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4.4        Maintenance of Insurance . From the Effective Date through the Closing, Seller shall continue to carry its existing insurance on the Improvements.

4.5        Permits and Encumbrances . From the Effective Date through the Closing, without the prior written consent of Purchaser, which shall not be unreasonably withheld or delayed, Seller shall not encumber the Property or create or modify any exceptions to title to the Property, or initiate or consent to any action with respect to zoning or other Property entitlements or permits.

ARTICLE 5: CONDITIONS AND REMEDIES

5.1        Conditions . The obligation of Seller, on the one hand, and Purchaser, on the other hand, to consummate the transactions contemplated hereunder shall be subject to the following conditions:

5.1.1     Representations and Warranties . The other party’s representations and warranties contained herein shall be true and correct in all material respects as of the respective dates made and re-made (subject to Section 10.3.2 below);

5.1.2     Covenants . As of the Closing Date, the other party shall have performed its material covenants and obligations hereunder;

5.1.3     Proceedings . There shall exist no pending or threatened action, suit or proceeding with respect to the other party before or by any court or administrative agency which seeks to restrain or prohibit, or to obtain damages or a discovery order with respect to, this Contract or the consummation of the transactions contemplated hereby; and

5.1.4     Other . Any other condition set forth in this Contract to such party’s obligation to close is not satisfied by the applicable date and time.

5.2        Effect of Failure of Condition . So long as a party is not in default hereunder, if any condition benefiting such party has not been satisfied as of the Closing Date or other applicable date, such party may, in its sole discretion: (i) terminate this Contract by delivering written notice to the other party on or before the Closing Date or other applicable date, in which event the Earnest Money shall be returned to Purchaser (unless Purchaser is in default hereunder), (ii) extend the time available for the satisfaction of such condition by up to a total of 10 business days, but not past December 29, 2006, or (iii) elect to close, notwithstanding the non satisfaction of such condition, and therefore waive satisfaction of such condition. If such party elects to proceed pursuant to clause (ii) above, and such condition remains unsatisfied after the end of such extension period, then, at such time, such party may proceed pursuant to either clause (i) or (iii) above.

ARTICLE 6: CLOSING

6.1        Closing . The consummation of the transaction contemplated herein (" Closing ") shall occur on the Closing Date through the usual form of deed and money escrow, which the parties shall establish with Escrow Agent. Counsel for the respective parties may provide closing escrow instructions to the Title Company. In the event of any conflict between the

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escrow instructions and the provisions of this Contract, as between the parties, the provisions of this Contract shall control. All conditions to Closing must be met and the Purchase Price paid to Seller by wire transfer from the Escrow Agent prior to 1:00 p.m. Central Standard Time on the Closing Date.

6.2        Seller’s Deliveries in Escrow . On the Closing Date, Seller shall deliver in escrow to Escrow Agent the following:

6.2.1     Deed . Special Warranty Deed (the "Deed") executed by Seller conveying the Property to Purchaser in the form attached to this Contract as Exhibit B subject to no exceptions other than the Permitted Exceptions;

6.2.2     Evidence of Authority . If required by the Title Company, an affidavit signed on behalf of Seller as of the Closing Date, so as to evidence the authority of the person signing the Deed and other documents to be executed by Seller at Closing

6.2.3     Foreign Person . An affidavit of Seller certifying that Seller is not a "foreign person" as defined in the federal Foreign Investment in Property Tax Act of 1980;

6.2.4     Owner’s Affidavit . An executed affidavit or other document acceptable to the Title Company in issuing the owner’s title policy without exception for possible lien claims of mechanics, laborers and materialmen and without exception for parties in possession, except for the rights of the tenant under the AT&T Lease and the first floor subtenants;

6.2.5     Easements . An executed original of each of the Section 1.9 (Skywalk), 1.10 (Rooftop) and 1.11 (Technology) easements;

6.2.6     AT&T Lease . Two (2) originals of the AT&T Lease executed by AT&T Services, Inc. as the tenant thereunder; and

6.2.7     Other Documentation . Such other documents as may be reasonable and necessary in the opinion of the Title Company to consummate and close the purchase and sale contemplated herein pursuant to the terms and provisions of this Contract.

6.3        Purchaser’s Deliveries in Escrow . On the Closing Date, Purchaser shall deliver in escrow to Escrow Agent the following:

6.3.1     Purchase Price . The Purchase Price, less the Earnest Money that is applied to the Purchase Price, plus or minus applicable prorations, in immediate, same-day U.S. federal funds wired for credit into Escrow Agent’s escrow account;

6.3.2     Evidence of Authority . Such consents and authorizations as the Title Company may reasonably deem necessary to evidence authorization of Purchaser for the purchase of the Property, the execution and delivery of any documents required in connection with Closing and the taking of all action to be taken by the Purchaser in connection with Closing;

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6.3.3     Lease . Two (2) originals of the AT&T Lease executed by Purchaser or Purchaser’s acquisition entity, as landlord;

6.3.4     Easements . An executed original of each of the Section 1.9 (Skywalk), 1.10 (Rooftop) and 1.11 (Technology) easements as described therein; and

6.3.5     Other Documentation . Such other documents as may be reasonable and necessary in the opinion of the Title Company to consummate and close the purchase and sale contemplated herein pursuant to the terms and provisions of this Contract.

6.4        Closing Statements . As of or prior to the Closing Date, Seller and Purchaser shall deposit with Escrow Agent executed closing statements consistent with this Contract in the form required by Escrow Agent.

6.5        Possession . Seller shall deliver possession of the Property to Purchaser at the Closing, subject to the AT&T Lease and the first floor subtenants.

6.6        Proration . There shall be no prorations of taxes, utilities or other charges since Seller is leasing back the Property at Closing pursuant to the Lease.

6.7        Closing Expenses . Seller shall pay, on the Closing Date, the cost of the survey, the base premium cost for Purchaser’s Title Policy and all title search fees or commitment fees, one-half (1/2) of any escrow fees and other customary Closing charges of the Title Company and the cost for Seller’s leasehold title policy. Purchaser shall pay, on the Closing Date, all recording costs and the balance of any escrow fees and other customary Closing charges of the Title Company, the premium cost of all requested endorsements for the Title Policy, including any extended coverage or other endorsements set out in Section 3.2 hereof or otherwise desired by Purchaser. Each party shall pay its own attorneys’ fees.

ARTICLE 7: PRORATIONS AND ADJUSTMENTS

7.1        Prorations . Real estate taxes and assessments, charges under Service Contracts, and utility charges will not be prorated at Closing. At Closing Seller will cause the tenant under the AT&T Lease to pay, or Purchaser shall be credited, for "Base Rent" payable under the AT&T Lease from and including the date of Closing through and including the last day of the calendar month in which the Closing occurs. Seller shall continue to be responsible as set forth in the AT&T Lease after Closing for real estate taxes and assessments, charges under Service Contracts, and utility charges which accrue before Closing; provided that Seller’s obligation for real estate taxes accrued through the date of Closing shall be adjusted between Seller and the tenant under the AT&T Lease as set forth therein and real estate taxes shall thereafter be paid and settled as provided in the AT&T Lease.

7.2        Transfer Taxes . [Intentionally Deleted]

7.3        Sales Commissions . Seller and Purchaser represent and warrant each to the other that they have not dealt with any real estate broker, sales person or finder in connection with this transaction other than CB Richard Ellis/Brian Scott (NYC office), on behalf of Seller (the "Broker"). The Broker is an independent contractor and is not authorized to make any agreement

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or representation on behalf of Seller.