EXCHANGE AGREEMENT

This Exchange Agreement ("Agreement") made and entered into this ____ day of ________ , 1997. by and between _________________ , a ____________ corporation with its principal office at ________________ , and ______________ , a ___________ corporation with its principal office at _____________________ ,

WHEREAS _________________ is the owner of certain real property known as Unit _____ in the ________________________ Condominium (the "Condominium"), having an address of ______________________ , New York, New York, more particularly described in Exhibit A annexed hereto, (hereinafter together with the improvements therein, the appurtenances fixtures, and equipment thereto including built-in appliances, if any, described and identified collectively as the "Property"), which ___________________ holds for investment or for use in its business and which _________________ desires to exchange for other like kind property to be held for investment or use in its business.

WHEREAS ________________ , is willing, on the terms and subject to
the conditions set forth in this Agreement, to acquire and transfer to _____________ or otherwise to cause to be transferred to ____________ like kind property to be selected by _________________ in exchange for the Property.

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained in this Agreement, the parties agree:

1. Exchange. _____________________ agrees to acquire and transfer to ______________ , or otherwise cause to be transferred to ___________ _________ , properties selected by ___________________ (each such property being described herein as "Exchange Property" and all such properties collectively being described herein as "Exchange Properties") all on the terms and subject to the conditions set forth in this Agreement. _____________________ agrees to transfer to _____________________ the Property in exchange for the Exchange Properties.

2. Exchange Properties Credit. Upon Initial Closing (as hereinafter defined), the value of the Property, which has been agreed by the parties to be ____________ , adjusted by the adjustments, prorations, credits and payments described in Section 12 of this Agreement relating to adjustments, prorations, credits and payments and less any additional costs or expenses chargeable to ______________ , from time to time, and not otherwise paid by ______________ , shall be known as the "Exchange Property Credit." The Exchange Property Credit shall be reduced, from time to time by the net amount paid by ______________ in connection with the proposed acquisition or conveyance of any Exchange Property after adjustments, plus all net costs incurred by __________________ in effecting the acquisition of the Exchange Properties and/or other expenses chargeable to ________________ in accordance with this Agreement.

If the total cash required to effect acquisition and conveyance of any Exchange Property to _____________ shall exceed the Exchange Property Credit balance, pay such excess amount to ______________ in cash at the time of conveyance to _____________ or upon earlier demand of ______________ to permit __________________ to acquire the Exchange Property and such amount shall be credited to the Exchange Property Credit so as to prevent reduction of the Exchange Property Credit balance to less than zero. If at Final Closing (as hereinafter defined) the Exchange Property Credit balance shall be greater than zero, _________________ shall pay to __________ in cash at the Final Closing, an amount which shall be subtracted from the Exchange Property Credit balance sufficient to reduce the Exchange Property Credit balance to zero.

3. Initial Closing. Closing of the conveyance of the Property by _________________ to _______________, or as directed by ________________ to _______________, or as directed by ______________ , ("Initial Closing") shall be in New York City, New York, where designated by _______________ at 10:00 a.m. on the Thirtieth (30th) day after the date of this Agreement, or if not a business day, then on the next business day following, or at such other place, day or time as the parties shall mutually agree. At the request of either party, given at least ten (10) business days prior to the Initial Closing, and at the expense of _____________ , the Initial Closing may be closed in escrow through a title insurance company doing business in the State of New York and mutually acceptable to the parties hereto (the "Escrow Agent"), in which event both parties agree to cooperate in furnishing to the Escrow Agent appropriate supplemental escrow instructions and in depositing with the Escrow Agent appropriate documents and funds, but Initial Closing shall be completed by the date herein specified for Initial Closing unless extended by mutual agreement of the parties in which event Initial Closing shall be completed by the date as so extended. Should _________________ , substantially contemporaneously herewith contract to sell _______________ the Property, __________________ shall have the right to require that Initial Closing shall be at the same time and on the same date as closing of the sale of the Property.

4. Title. The conveyance of the Real Property from ______________ to
________________ or its designated grantee shall be by bargain and sale deed without covenants subject to:

a. Current ad valorem taxes on the Property not yet due and payable.

b. Special assessments assessed and becoming a lien after the date of this Agreement.

c. Utility and other easements acceptable to _____________ or its designated grantee.

d. Restrictive covenants acceptable to ______________ or its designated grantee.

e. The lease to _____________________ described in this Agreement.

f. The occupancy of ___________________ and others holding under the existing lease to _______________.

Easements and restrictions of record listed on Exhibit C attached to and made a part of this Agreement shall be deemed to be acceptable to ____________________ and its designated grantee. Whether other easements and restrictions of record. if any. are acceptable to or its designated grantee shall be determined as provided in this Section.

Exceptions reflected on Exhibit C shall be deemed acceptable to ________________ and its designated grantee. Any title defect arising after the date of such title report and prior to Initial Closing, not reported on Exhibit C, shall not he deemed acceptable to ____________________ or its designated grantee unless both shall accept the defect in writing at or before Initial Closing; _________________ shall accept the defect if its designated grantee shall accept the defect in writing. If _______________ and its designated grantee shall not accept the defect in writing, __________________ shall have a period of thirty (30) days from the date shall be notified of the defect within which to remedy the defect or defects so that exceptions for the defect or defects can be deleted from the title policy (and, except as may otherwise be provided in the immediately following sentence, if Initial Closing would otherwise occur within such period, Initial Closing shall be deferred to the first business day after expiration of such period). In the event said defects are not cured or remedied within such period, ___________________ shall, at its election, by notice to _____________________ within twelve (12) days after expiration of such period, have the right to accept such title as _________________ is able to convey, without any claim on the part of ____________ or its designated grantee for abatement for defects or objections; or __________________ shall have the right to terminate this Agreement.

5. Initial Closing Terms and Procedures. ____________________ shall prepare or cause to be prepared and sign a closing statement to be delivered to ______________ before Initial Closing reflecting all adjustments, prorations, credits and payments pursuant to this Agreement with respect to the Property. At Initial Closing:

a. __________________ shall deliver to _______________ or its designated grantee, a deed in accordance with Section 4 hereof;

b. __________________ shall assign, and _______________ or its designated grantee shall assume the lease described in this Agreement and attached hereto as Exhibit E.

6. Escrow Instructions. If the Initial Closing or any closing on any Exchange Properties shall be in escrow, each party agrees to join with the other in issuing to Escrow Agent such additional or supplemental escrow instructions as the Escrow Agent or either party may reasonably request consist with. and to permit Escrow Agent fully to carry out, the terms of this Agreement and the escrow with respect to the Initial Closing, and with respect to the closing of the conveyance to any Exchange Properties which shall be closed in escrow.

7. Occupancy. The parties acknowledge that _______________ occupies the Property under lease from __________________ and the
Property shall be conveyed subject to such occupancy by ___________ ______ and persons or entities, if any, occupying any part of the Property under such lease (and ________________ shall not be required to removal personal property which or any person or entity occupying the Property shall have placed on or in the Property. _______________ covenants not to lease any portion of the Property prior to Initial Closing.

8. Adjustments. The following adjustments be computed and made as of 12:01 a.m. the day of Initial Closing with respect to the Property and shall be reflected on the closing statement to be provided by _______________ with respect to Initial Closing, income and expenses for the day of Initial Closing, income and expenses for the day of Initial Closing being allocated to _________________ .

a. Interest on the Existing Mortgage (if any);

b. Real estate taxes, on the basis of the fiscal period for which assessed (unless a different method is established by local custom). If the Closing takes place before the tax is fixed, the apportionment shall be based on the latest rate and the latest assessed valuation; -

c. Water charges and sewer rents, on the basis of the applicable fiscal period, except that, if there is a meter for the Unit, the Seller shall obtain a residing not more than 30 days before the date then fixed for the Closing and it shall be assumed that consumption continued at the same rate;

d. Common charges and unit-owners association dues;

e. Fuel. if any. A letter from the supplier shall be a sufficient basis for estimating the amount on hand and its value, including sales tax;

f. Rents and other charges payable by tenants or users of the Olympic Property; and

g. All other expenses, if any, relating to maintenance contracts, service contracts, insurance, or other contracts relating to the Property, which (i) can be assigned by _______________ to ________________ or its designated grantee, (ii) which ___________________ or its designated grantee requests be so assigned, and (iii) which agrees so to assign (which shall thereupon be so assigned and accepted).

9. Expenses of Transfer.

a. _______________ or its designated grantee shall pay recording costs only for the deed conveying the Property from ________________ to _______________ or its designated grantee, but all other recording costs shall be paid by ________________ ;

b. ______________ shall be charged with all escrow fees, if any, not paid by ________________ or its designated grantee; and

c. _______________ shall be charged with any other charges incident to Initial Closing customarily paid by sellers in the county where the Property is located not paid by ________________ or its designated grantee.

10. Property Condition. Subject to the provisions of this Section, and of the Sections relating to Fire or Other Casualty, Condemnation, and No Waste, the Property is to be transferred "as is."

11. Right of First Refusal. The parties acknowledge that, pursuant to the Condominium Declaration affecting the Property, the owner of any condominium unit is required, before consummating a sale of to a third party, to present to The Board of Managers ("Board"), the terms and conditions of the proposed sale, and the Board shall thereupon have the right to purchase the property within thirty (30) days thereafter upon the same terms and conditions as contained in the offer made by such third party. _______________ shall promptly present to the Board, notice, in the form required, of the terms and conditions of the proposed transfer set forth in this Agreement and, to the extent required, set forth in the Sale Contract (hereinafter described). ___________________ shall notify ________________ promptly at the end of such thirty (30) day period, whether the Board has elected to purchase the Property and, in the event the Board does not elect to purchase the Property, shall provide __________________- with evidence, reasonably satisfactory to _________________ , that such thirty (30) day period has expired or that the Board has affirmatively and expressly waived its right to purchase the Property pursuant to such right of first refusal, as applicable. If the Board shall have elected to purchase the Property pursuant to the right of first refusal, this Agreement shall thereupon terminate and be of no further force or effect.

12. Conditions to Initial Closing. It shall be a condition of the obligation of _________________ to close on the transfer of the Property at Initial Closing that ________________ shall have performed all its covenants, agreements and obligations contained or described in this Agreement; that the Buyer under The Sale Contract (hereinafter defined) shall have performed the covenants of the Buyer pursuant to the Sale Contract; that all representations and warranties of shall, in all respects, be true and correct as of Initial Closing and that all other conditions, if any, set forth in this Agreement shall have been satisfied or waived by or its designated grantee. It shall be a condition to the obligation of to close that ____________________ or its designated grantee shall have performed all their covenants set forth in this Agreement to be performed or before Initial Closing and that all other conditions to the obligations to close, if any, set forth in this Agreement shall have been satisfied, or waived by _____________ .

13. Termination. In the event any condition to the Initial Closing shall not be satisfied by Initial Closing or Initial Closing shall not occur for any reason other than default by ______________ or _____________ this Agreement shall terminate, any documents delivered to Escrow Agent shall be returned to the party delivering those documents. __________________ shall pay all title costs incurred by ____________ and, subject to the provisions relating to Indemnification, neither party shall have any further rights or obligations pursuant to this Agreement. If Initial Closing shall not occur by reason of default by ____________ , _____________________ may terminate this Agreement or may enforce
this Agreement, by specific performance or otherwise; if ___________ shall terminate this Agreement, any documents deposited with Escrow Agent shall be returned to the party depositing those documents, ______________ shall pay all title, recording, escrow and other similar costs incurred by relating to the transactions described in this Agreement, and, subject to the provisions indemnification, neither party shall have any further rights or obligations pursuant to this Agreement.

The parties acknowledge that is, simultaneously with execution of this Agreement, contracting to sell the Property to ________________ (the "Buyer") pursuant to a sale contract (the "__________ Sale Contract") to be closed simultaneously with Initial Closing. In the event the Buyer fails to close such sale by the date of the Initial Closing and terminates the ____________ Sale Contract, ________________ shall have the right to terminate this Agreement by notice to in which event any documents deposited with Escrow Agent shall be returned to the party depositing those documents. ______________ shall pay all title. recording, escrow and other similar costs incurred by relating ____________ to the transactions described in this Agreement, and. subject to the provisions relating to Indemnification, neither party shall have any further rights or obligations pursuant to this Agreement.

Notwithstanding any other provision of this Section, in the event of termination for any reason entitling _________________ to any amount from the Buyer under the ____________ Sale Contract, _____________ shall pay to __________________ an amount equal to any amount which shall have received from the Buyer pursuant to the Sale Contract which is not refundable to the Buyer under the terms of the Sale Contract, less expenses incurred by in connection with this Agreement and the _______________ Sale Contract. If _____________________ shall fail to complete the Initial Closing as provided by this Agreement by reason of any default of ________________ , or any termination as described in the preceding sentence, and Buyer shall elect not to close the sale contemplated by the _____________ Sale Contract (if Buyer has the right to close under the ______________ Sale Contract), ______________ shall be released from obligation to convey the Property to ________________ or its designated grantee and, subject to the provisions relating to Indemnification, from any other obligation pursuant to this Agreement. In the event of any dispute between _____________ and Buyer with respect to entitlement to retention of any such amount received by _____________, _________________ shall have the right to assign all its right, title and interest in such Agreement in satisfaction of obligations under this Section and shall thereupon have no obligation to pursue or defend any claim with respect thereto (any such claim or defense to be provided by _____________ in the name of _______________ , if necessary, but at the sole cost of _______________ , or _______________ may interplead such amount, at its option.

Except with respect to the foregoing provision relating to amounts payable to ______________ , in the event of default by the Buyer of failure of Initial Closing or the closing of any Exchange Property Sale Contract, ______________ shall have no liability with respect thereto except for willful default or gross negligence by ________________ .

14. Fire and Other Casualty. Notwithstanding any other provisions of this Agreement, the risk of loss or damage to the Property by fire or other casualty prior to Initial Closing shall be upon ______________ .
In the event of loss or damage to the Property by fire or other casualty prior to Initial Closing, the following provisions shall apply:

a. If the estimated cost of restoration of the Property after Initial Closing, mutually agreed upon by _____________ and ____________ and its designated grantee or as determined by the independent third party as provided below, is less than $100000, the parties shall close, and the Exchange Property Credit shall be reduced by the estimated cost of restoration, and the Property shall be transferred subject to the loss or damage;

b. If the estimated cost of restoration of the property after Initial Closing, mutually agreed upon by _________________ and _______________ and its designated grantee or as determined by the independent third party as provided below, is $100,000 or more, either party may terminate this Agreement by notice to the other party given within ten days after the estimated cost of restoration is agreed upon or otherwise determined as provided below (and if Initial Closing would otherwise occur within the ten day period, Initial Closing shall be deferred to the first business day after expiration of such ten day period), but if neither party terminates this Agreement, the parties shall close and the Exchange Property Credit shall be reduced by the amount of such estimated cost of restoration, and the Property shall be conveyed subject to the loss or damage.

If ______________ and its designated grantee cannot agree on the estimated cost of restoration of the Property within a reasonable period of time after such loss or damage occurs, not to exceed thirty (30) days. the parties agree that _____________ and its designated grantee shall select an independent third party (whose fee shall be paid one-half by ________________ and one-half by _______________ or its designated grantee) to estimate the cost of restoration of the Property, and the estimated cost of restoration of the Property as determined by such independent third party shall be binding on ______________ and its designated grantee. If such independent third party's estimated cost of restoration of the Property is less than $100,000, the Initial Closing shall be deferred until the next business day after the determination of the estimated cost of restoration of the Property is made by such independent third party. If, however, such independent third party's estimated cost of restoration of the Property is $ 100,000 or more, the ten day period for notice of termination pursuant to this Section shall start when the determination of the estimated cost of restoration of the Property made by such independent third party is communicated in writing to ________________ and its designated grantee and ______________ . In the event _____________ and ______________ and its designated grantee cannot agree upon the selection of the independent third party within a reasonable period of time after such loss or damage occurs, not to exceed fifty (50) days, the independent third party shall be selected by the President of The Real Estate Board of the City of New York and, upon such selection, the relevant portions of this Section shall thereafter apply.

In the event of fire or other casualty affecting any Exchange Properties after execution of a sale contract with respect to that Exchange Property and before closing, the provisions of that Exchange Property Sale Contract relating to such matters shall govern.

15. Further Assurances. After Initial Closing and after the closing of the conveyance of any Exchange Property, at the request of either party, the other party shall execute and deliver such additional documents and take such further actions as shall be reasonably required to further implement or confirm closing of the respective transactions.

16. Exchange Properties. From time to time after the effective date of this Agreement and prior to Final Closing, as defined in this Agreement, ________________ may designate one or more parcels of real property as Exchange Properties which ________________ shall acquire and transfer to _______________ , concurrently with _______________ 's acquisition thereof, or otherwise cause to be transferred to __________ in exchange for the Property, subject to the conditions and on the terms provided in this Agreement.

17. Exchange Property Sale Contract Terms. All terms for acquisition
of any Exchange Property, including, 'without limitation, all provisions for payment, all conditions to closing, all provisions relating to the determination and confirmation of title and all procedures for closing, shall be set forth in a Sale Contract which shall cause to be prepared and submitted to at least five (5) business days prior to the date execution thereof is requested, with written approval of all the terms and conditions thereof (said Sale Contract approved in writing by being herein referred to as the "Exchange Property Sale Contract"). ________________ shall not be required to execute any such Exchange Property Sale Contract if the total payments by __________________ pursuant to the Exchange Property Sale Contract and the expenses to be incurred by in connection with the Exchange Property Sale Contract shall exceed, in the judgment of _________________ the then Exchange Property Credit (or the Exchange Property Credit reduced by the total of payments to be made by ________________ and expenses to be incurred by ___________________ pursuant to any other Exchange Property Sale Contract which shall have been executed by ____________ with respect to Exchange Property but not then closed). unless ________________ shall deposit with _______________ the amount of any such excess. as determined by prior to execution of the Exchange Property Sale Contract. If __________________ shall not have required such deposit or if closing pursuant to any Exchange Property Sale Contract shall require payments by __________________ or involve additional expenses of _______________ , not anticipated, in excess of the then Exchange Property Credit, ________________ shall pay such excess to _____________ at the closing of the acquisition of the Exchange Property. shall not be required to execute, undertake or assume any obligation or liability which will continue beyond closing of the Exchange Property Sale Contract, including but not limited to, any Note, Deed of Trust, lease or any other continuing obligation or liability with respect to purchase of the Exchange Property unless provision, acceptable to ________________ , shall be made prior to execution of the Exchange Property Sale Contract, for execution or assumption of the obligation or liability at closing pursuant to the Exchange Property Sale Contract and for the simultaneous and full release and indemnification of _______________ from any and all such obligations or liabilities on transfer of the Exchange Property to _______________ . Upon submission of an Exchange Property Sale Contract to ________________ by ________________ with its written approval of the Exchange Property Sale Contract, ____________________ shall be bound thereby to accept conveyance of the Exchange Properties on all the terms, including terms relating to title and possession, and subject to all the conditions, provided in the Exchange Property Sale Contract. __________________ shall not be required to close under any Exchange Property Sale Contract unless ___________________ has approved or released all contingencies thereunder relating to title, physical condition. use or ownership of the subject Exchange Properties. and __________ shall have liability to _________________ until ________________ shall so have approved or released such contingencies. Subject to the conditions stated in this Section and to _______________ 's approval, not to be unreasonably withheld, of the Exchange Property Sale Contracts to be signed, ____________ shall execute promptly Exchange Property Sale Contracts for Exchange Properties submitted to it by
_______________ with _______________ 's written approval. In the event any Exchange Property Sale Contract shall not close and in the event shall have made any payments thereunder or incurred any expenses with respect thereto which are not refunded to, the Exchange Property Credit shall be reduced by the amount of such payments made and expenses incurred by ________________ .

18. Final Closing. Final Closing of this Agreement shall be ninety (90) days after Initial Closing. At final Closing, ____________ shall pay to
______________ an amount equal to the balance of the Exchange Property Credit, if any, less any payments if any, then due and unpaid
by _____________ to ___________ pursuant to this Agreement; upon such payment, and upon payment of any other sums then due by either party to the other party pursuant to this Agreement, then, subject to the provisions hereof relating to Indemnification, this Agreement shall be finally closed and neither party shall have any further rights or obligations pursuant to this Agreement.

19. Interest Payments. _________________ acknowledges that, as the result of deferral of acquisition and conveyance to _________________ of Exchange Properties, it will have use of amounts equal to the Exchange Property Credit from time to time and agrees to credit interest to on the amount of the Exchange Property Credit at the rate of _____% per annum, for a period commencing with ___________ 's first receipt of collected funds constituting an Exchange Property Credit and ending with Final Closing, or such earlier date on which the Exchange Property Credit shall be reduced to zero.

20. Payments. All payments required pursuant to this Agreement shall be made by cashiers check on a national bank or, if acceptable to the payee, a state bank, or, if the payor and the payee shall mutually agree, by wire transfer or in such other form (including personal check) as they shall agree. All payments shall be made to the appropriate payee at the address listed for that payee in the Notices Section of this Agreement (and to the attention of the person there listed).

21. Effect of Exchange. ________________ intends that the exchange of properties pursuant to this Agreement will qualify as a tax deferred exchange pursuant to Section 1031 of the Internal Revenue Code of 1954, as amended, or successor code. ________________ acknowledges that it has relied solely on its own determination of the tax consequences of the transactions described in this Agreement, that _______________ has made no representation or warranty that the transactions described in this Agreement will qualify as a tax deferred exchange pursuant to Section 1031 of the Internal Revenue Code or otherwise, and that the obligation of _______________ to complete the Initial Closing and to convey the Property pursuant to this Agreement is not conditioned upon qualification of the transactions described in this Agreement as a tax deferred exchange, and that _______________ shall complete Initial Closing pursuant to this Agreement without regard to changes which may occur in the Internal Revenue Code, the Regulations pursuant thereto, rulings or interpretations of the Commissioner of Internal Revenue or other changes or positions of the Internal Revenue Service which may affect the treatment for tax purposes of the transactions described in this Agreement.

22. Indemnification. _________________ shall indemnify and hold harmless ___________________ , its officers, employees, representatives and agents, from any and all claims or liabilities and costs and expenses relating thereto including, but not limited to, attorneys' fees. incurred with respect to or arising or resulting from this Agreement, the Sale Contract or any Exchange Property Sale Contract which shall execute at the request of ________________ or any other transaction or any act or performance of ______________ pursuant to this Agreement or relating to any property, other parties, persons or entities involved therein. not otherwise reimbursed by charge against the Exchange Property Credit or otherwise, and not resulting from willful default or gross negligence of under this Agreement. the Sale Contract or Exchange Property Sale Contracts. In connection with the foregoing indemnity, in the event any action or proceeding is brought against for which it is entitled to indemnification hereunder, ______________ shall have the right to select counsel which will defend said action or proceeding and ________________ shall also have the right to control the settlement and defense of any such action or proceeding, but any such settlement shall result in full release of ______________ and no such action, settlement or other disposition shall in any way affect, or relieve ____________ from the complete and continuing indemnification obligation set forth in this Section. Notwithstanding any other provision of this Agreement, _____________ 's indemnification obligation set forth in this Section shall survive and remain in effect following any termination of this Agreement.

23. Broker Commissions. With respect to the ______________ Property ____________ represents to _____________ that __________________ has not dealt with any broker, agent or finder with respect to this Agreement or the exchange of property pursuant to this Agreement. With respect to the Condominium, _________________ will hold __________________ harmless from any claim for a commission or fee relating to this Agreement or the exchange of property pursuant to this Agreement based on alleged dealings by a broker or agent or finder with respect to the ____________ Condominium. ____________________ represents to that has dealt with no broker, agent or finder with respect to this Agreement or the exchange of property pursuant to this Agreement.

Brokerage commissions, real estate agents' and finders' fees with respect the Exchange Properties shall be payable only to the extent provided in the applicable Exchange Property Sale Contract or as shall otherwise be agreed in writing by ____________ and ____________ .

24. Successors and Assigns. Subject to the restrictions on assignment
in this Agreement, this Agreement shall be binding upon, inure to the benefit of and be enforceable by the respective parties and their respective successors and assigns in accordance with the terms of this Agreement.

25. Notices. All notices required or permitted to be given pursuant to this Agreement shall be effective only if in writing and given as provided in this Section. Notices shall be given only by personal delivery; delivery by registered or certified United States mail, return receipt requested, postage prepaid; delivery by bonded courier service, prepaid; or by Western Union full rate telegram, prepaid, addressed as appropriate to:

[Notice Parties]

or to such other address or addresses as the party to receive such notice shall therefore have furnished to the other party by notice given in accordance with this Section. Notices shall be deemed given in accordance with this Section. Notices shall be deemed given and received on the day when personally delivered, on the same business day when transmitted by Western Union before 3:00 p.m. as a full rate telegram, and otherwise on the next business day when transmitted by Western Union before 3:00 p.m. as a full rate telegram, and otherwise on the next business day after transmission by Western Union as a full rate telegram, posting by United States registered or certified mail or delivery to a bonded courier with next day delivery guaranteed, except notice of a change of address or addresses, which notice must actually be received in order to be deemed given.

26. Entire Agreement. This Agreement is the entire agreement between the parties with respect to the subject matter hereof and sets forth all the terms, covenants, agreements, conditions, undertakings. representations and warranties of the parties and supersedes all prior understandings, inducements, promises, warranties and representations, express or implied, oral or written by any party, any broker or agent or other person, and this Agreement may be amended only by written agreement signed by both parties to this Agreement.

27. Section Headings. Section headings are for convenience only and shall not be deemed to affect the meaning, construction, scope or validity of this Agreement.

28. Applicable Law. With respect to conveyance of the Property, this Agreement shall be governed, and the rights and liabilities of the parties determined, by the law of the State of New York. With respect to the transfer of Exchange Properties, this Agreement shall be governed, and the rights and liabilities of the parties determined, by the law of the State where each Exchange Property respectively is located.

29. Severability. All terms and provisions of this Agreement and all other instruments and documents executed in connection herewith and therewith are severable, and any term or provision or application thereof in any such instrument or document which may be prohibited or unenforceable by law shall be ineffective to the extent of such prohibition or unenforceability without affecting the remainder of such instrument or document, any other application of such term or provision or any other instrument or document.

30. Effective Date. This Agreement shall become effective only when signed by both parties, on or before the date set forth at the h beginning of this Agreement, which date shall for all purposes be deemed to be the date of this Agreement.

31. Attorneys' Fees. In the event of litigation to enforce the terms of this Agreement on the part of either party hereto, the prevailing party in such litigation shall be entitled to reasonable attorneys' fees and expenses to be fixed by the Court in such action or proceeding.

32. Survival. All provisions of this Agreement, including. without limitation, all covenants, agreements and indemnifications made in or pursuant to this Agreement, as well as the provisions of this Agreement which involve obligations, duties or rights which have not been determined or ascertained as of the Initial Closing or any subsequent closing of Exchange Properties, shall survive any such closing (whether or not an escrow closing) and shall not be merged into any deed delivered pursuant thereto.