SL Green Funding LLC c/o SL Green Realty Corp 420 Lexington Avenue New York, NY 10170

Exhibit 10.42

SL Green Funding LLC

c/o SL Green Realty Corp

420 Lexington Avenue

New York, NY 10170

August 3, 2006

Mr. Scott Rechler

225 Broadhollow Road

Melville, NY ###-###-####

Re:     Loan secured by 50% of the equity interest in Reckson Strategic Venture Partners, LLC (“RSVP”), direct or indirect, and inclusive of any loans, owned by Reckson Associates Realty Corp., Reckson Operating Partnership, L.P., Reckson Asset Partners, LLC and any affiliate thereof, made to a bankruptcy remote single purpose entity 100% owned and controlled by Scott Rechler and Marathon Asset Management (“Borrower”) by SL Green Funding LLC or an affiliate thereof (“Lender” or “SLG”) (the “RSVP Loan”).

Dear Scott:

Below are the terms and conditions upon which we are prepared to make the RSVP Loan:

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This letter shall confirm the agreement of SLG or its affiliates, successors or assigns to provide the RSVP Loan on the terms and conditions set forth above, conditioned solely upon (a) closing of the Merger Transaction and (b) execution of definitive Loan Documentation between the parties upon the economic terms contained herein and otherwise in form and content acceptable to Lender in its sole discretion.  In the event that Borrower asserts within 5 days of Closing that the terms and conditions of the Loan Documentation differ from the terms and conditions which are generally prevailing in loans of similar size, with similar security and sponsorship and made by institutional lenders, the Borrower may, within 5 days of such assertion, submit the Loan Documentation to an Expedited Arbitration Proceeding as defined below.  If the arbitrator pursuant to such Expedited Arbitration Proceeding determines that the terms and conditions of the Loan Documentation differ from the terms and conditions which are generally prevailing in loans of similar size, with similar security and sponsorship and made by institutional lenders, then the parties shall amend the Loan Documentation as determined pursuant to the Expedited Arbitration Proceeding.

“Expedited Arbitration Proceeding” means a binding arbitration proceeding conducted in The City of New York under the Commercial Arbitration Rules of the American Arbitration Association (or its successor) and administered pursuant to the Expedited Procedures provisions (the “Expedited Procedures”) thereof; provided, however, that with respect to any such arbitration (a) the list of arbitrators referred to in Section E-4(b) of the Expedited Procedures shall be returned within five (5) Business Days from the date of mailing, (b) the parties shall notify the American Arbitration Association (or its successor) by telephone, within four (4) Business Days, of any objections to the arbitrator appointed and, subject to clause (g) below, shall have no right to object if the arbitrator so appointed was on the list submitted by the American Arbitration Association (or its successor) and was not objected to in accordance with Section E-4(b) of the Expedited Procedures as modified by clause (a) above, (c) the notification of the hearing referred to in Section E-8 of the Expedited Procedures shall be four (4) Business Days in advance of the hearing, (d) the hearing shall be held within seven (7) Business Days after the appointment of the arbitrator, (e) the arbitrator shall have no right to award damages or vary, modify or waive any provision of this Restated Agreement, (f) the decision of the arbitrator shall be final and binding on the parties and (g) the arbitrator shall not have been employed by either party (or their respective affiliates) during the period of three (3) years prior to the date of the Expedited Arbitration Proceeding.  The arbitrator shall determine the extent to which each party is successful in such Expedited Arbitration Proceeding in addition to rendering a decision on the dispute submitted.  If the arbitrator determines that one (1) party is entirely unsuccessful, then such party shall pay all of the fees of such arbitrator plus the costs and expenses incurred by the prevailing party in connection therewith.  If the arbitrator determines that both parties are partially successful, then each party shall be responsible for such arbitrator’s fees and such party’s own third-party costs and expenses only to the extent such party is unsuccessful.

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Please sign and return an original counterpart of this term sheet and we will begin to document the transaction.  We look forward to working with you to complete this transaction.

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RSVP

100% of the interests in RSVP, direct or indirect, and inclusive of any loans, owned by Reckson Associates Realty Corp., Reckson Operating Partnership, L.P., Reckson Asset Partners, LLC and any affiliate thereof

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