Exhibit 10.69


 


CONTRIBUTION AND EXCHANGE
AGREEMENT


 


by and between


 


ALBERT H. SMALL,


 


THEODORE N. LERNER,


 


RALPH OCHSMAN,


 


RICHARD PERKINS,


 


GUDELSKY BROTHERS,


 


TENTH SPRINGHILL LAKE
ASSOCIATES L.L.L.P.,


 


ELEVENTH SPRINGHILL LAKE
ASSOCIATES L.L.L.P.,


 


TWELFTH SPRINGHILL LAKE
ASSOCIATES L.L.L.P.,


 


FOURTEENTH SPRINGHILL LAKE
ASSOCIATES L.L.L.P.,


 


GREENBELT ASSOCIATES,


 


SIXTEENTH SPRINGHILL LAKE
ASSOCIATES L.L.L.P.


 


and


 


MACK-CALI REALTY, L.P.


 


 


Date: November 21, 2005


 

















 


CONTRIBUTION AND EXCHANGE AGREEMENT


 


THIS CONTRIBUTION AND EXCHANGE
AGREEMENT (this “Agreement”)
made this 21st day of November, 2005 (the “Execution
Date”), by and between the persons set forth on Exhibit A
annexed hereto (each a “GP Contributor”
and collectively, the “GP Contributors”),
Tenth Springhill Lake Associates L.L.L.P. (“Tenth LLLP”),
a Maryland limited liability limited partnership, Eleventh Springhill Lake
Associates L.L.L.P. (“Eleventh LLLP”),
a Maryland limited liability limited partnership, Twelfth Springhill Lake
Associates L.L.L.P. (“Twelfth LLLP”),
a Maryland limited liability limited partnership, Fourteenth Springhill Lake
Associates L.L.L.P. (“Fourteenth LLLP”
and together with Tenth LLLP, Eleventh LLLP and Twelfth LLLP each shall be
referred to herein individually as a “Property LLLP”
and together as the “Property LLLPs”),
a Maryland limited liability limited partnership, Greenbelt Associates (“Greenbelt”), a Maryland general partnership, and Sixteenth
Springhill Lake Associates L.L.L.P. (“Sixteenth LLLP”
and together with Greenbelt each shall be referred to herein individually as an
“Option Property Owner” and together as
the “Option Property Owners”), a Maryland
limited liability limited partnership and MACK-CALI REALTY, L.P.
(“MCRLP”),
a Delaware limited partnership. The Property LLLPs and the Option Property
Owners shall hereinafter be referred to individually as a “Capital
Office Owner” and collectively as the “Capital
Office Owners”.


 


RECITALS


 


WHEREAS,
MCRLP desires to acquire from the GP Contributors and the limited partner
contributors set forth on Exhibit B
annexed hereto (the “LP Contributors”
and together with the GP Contributors the “Contributors”)
and the Contributors desire to either (i) transfer to MCRLP all of the
ownership and beneficial interests in and to each Property LLLP following the
Conversion (as hereinafter defined) of each Property LLLP to a limited
liability company, or (ii) in the event that the Conversion of any
Property LLLP cannot be accomplished in accordance with the terms of this
Agreement, cause to be transferred to MCRLP the fee interest in each Property
(as defined below);


 


WHEREAS, MCRLP desires to acquire the Option (as
hereinafter defined) to acquire from the Contributors and the Contributors
desire to grant the Option to MCRLP to acquire all of the ownership and
beneficial interests in and to each Option Property Owner following the
Conversion (as such term is defined in the Option Agreement (as hereinafter
defined)) of each Option Property Owner to a limited liability company;
however, in the event that the Conversion of any Option Property Owner cannot
be accomplished in accordance with the terms of the Option Agreement, MCRLP
desires to acquire an option to acquire the fee interest in each Option
Property from the Option Property Owners;


 


WHEREAS, provided the requisite consent of the LP
Contributors is obtained authorizing the Conversion at or prior to Closing,
each LP Contributor and MCRLP shall execute and deliver the LP Contributors
Joinder Agreement in the form annexed hereto as Exhibit C  whereby each LP
Contributor shall make certain representations, warranties and agreements with
respect to such LP Contributor’s ownership in any applicable Property Owner and
shall agree to be bound by the terms and conditions of this Agreement;


 

















 


WHEREAS,
each Contributor is a partner in a Property LLLP or a partner in an Option
Property Owner (an “Option Contributor”)
and in such capacity is the record and beneficial owner of the limited
liability limited partnership interest or the general partnership interest (the
“Property Owner Interests”) in the
Capital Office Owner set forth opposite such Contributor’s name on Exhibit D-1 through Exhibit D-6 annexed hereto;


 


WHEREAS,
the Capital Office Owners are the owners of that certain real property known as
“Capital Office Park”, which includes 6301 Ivy Lane, 6303 Ivy Lane, 6305 Ivy
Lane, 6404 Ivy Lane, 6406 Ivy Lane and 6411 Ivy Lane, Greenbelt, Maryland, and
9200 Edmonston Road, Greenbelt, Maryland, which is located outside of Capital
Office Park, all such real property as more particularly described in Exhibit E annexed hereto (each
a “Property” and together the “Properties”), and certain unimproved real property
designated as Parcel J, Parcel K, Parcel L, Outlot A, Parcel I-1, Parcel A and
Parcel G on Exhibit F annexed hereto
(each an “Option Property” and together the “Option Properties”) (the owner of each Property is set forth
opposite the name of each Property LLLP on Exhibit G
annexed hereto and the ownership of each Option Property is set forth opposite
the name of each Option Property Owner on Exhibit H
annexed hereto);


 


WHEREAS,
prior to the Closing Date each GP Contributor shall endeavor to obtain the
requisite consent or approval of the partners of any Property LLLP in which
such GP Contributor is a partner to the conversion of such Property LLLP to a
limited liability company (the “Conversion”)
and the contribution of 100% of the membership and beneficial interests in and
to such limited liability company to MCRLP (each a “Transferred Interest,” and, collectively, the “Transferred Interests”), and, upon receipt
of such requisite consent or approval, each GP Contributor shall cause the
Conversion of the Property LLLP to a limited liability company;


 


WHEREAS,
on the Closing Date (as defined below) the Contributors desire to transfer the
Exchange Property (as hereinafter defined) to MCRLP and to grant an option to
MCRLP with respect to the Option Properties pursuant to the terms of the Option
Agreement (as defined below) in exchange for (i) MCRLP’s assumption of
those certain non-recourse first mortgage loans set forth on Exhibit I annexed hereto
(collectively, the “Assumed Debt”)
and each of which is evidenced and secured by those certain documents and
instruments described in Exhibit J-1
through Exhibit J-7 annexed hereto
(collectively, the “Existing Loan Documents”),
which Existing Loan Documents include, without limitation, non-recourse first
mortgages on each of the Properties, (ii) common operating partnership
units (“Units”) of MCRLP and (iii) cash,
or a combination cash and Units, on and subject to, the terms, covenants and
conditions set forth herein; and


 


WHEREAS, subject
to the terms and conditions of this Agreement, each Contributor and MCRLP
shall, at the Closing (as defined below), execute a separate Limited Agreement
of Indemnity (in the form attached hereto as Exhibit K)
or a separate Guaranty Agreement (in the form attached hereto as Exhibit S) pursuant to Article 21
hereof whereby such Contributor shall indemnify MCRLP and/or Mack-Cali Realty
Corporation (the “Company” and
together with MCRLP “Mack-Cali”),
MCRLP’s general partner, with respect to certain indebtedness of MCRLP and/or
the Company as described herein.


 


2

















 


NOW, THEREFORE, in
consideration of the mutual promises hereinafter set forth herein and other
good and valuable consideration, the mutual receipt and legal sufficiency of
which are hereby acknowledged, the parties hereto, intending to be legally
bound hereby, do hereby agree as follows:


 


1.                                      CONTRIBUTION
AND EXCHANGE; ALTERNATIVE STRUCTURE.


 


1.1.                              Provided
the GP Contributors have obtained the requisite consent or approval of the
partners of each Property LLLP authorizing the Conversion of such Property LLLP
to a limited liability company, upon, and subject to, the terms, covenants and
conditions of this Agreement, on the Closing Date (as defined below), each
Contributor shall contribute the Transferred Interest to MCRLP, and MCRLP shall
acquire the Transferred Interests.


 


1.2.                              Alternatively,
in the event that the GP Contributors are unable to obtain the requisite
consent or approval of the partners of any Property LLLP to the Conversion of
such Property LLLP to a limited liability company prior to the Closing, the GP
Contributor of such Property LLLP shall cause the Property LLLP to contribute
the Properties owned by such Property LLLP to MCRLP, or its designee, by deed
transfer at Closing. Notwithstanding the foregoing, each GP Contributor shall
endeavor prior to the Closing to obtain the requisite consent or approval of
the partners of any such Property LLLP in which such GP Contributor is a
partner to the Conversion of such Property LLLP to a limited liability company.
The Property conveyed by deed transfer pursuant to this Section 1.2 and/or
the Transferred Interests contributed by assignment by each Contributor
pursuant to Section 1.1 shall hereinafter be collectively referred to as
the “Exchange Property”.


 


2.                                      CONSIDERATION
AND DEPOSIT.


 


2.1.                              The
aggregate consideration (the “Consideration”)
for the Exchange Property shall be ONE HUNDRED SIXTY-ONE MILLION SEVEN HUNDRED
TWENTY EIGHT THOUSAND DOLLARS ($161,728,000), and shall be allocated among the
Properties as set forth on Schedule 2.1
(the “Allocated Property Values”) and payable
as follows:


 


(a)                                  By
MCRLP assuming the Assumed Debt as of the Closing Date (as defined below). The
parties hereto acknowledge and agree that, as of the date hereof, the Assumed
Debt has an approximate outstanding balance of SIXTY-THREE MILLION SEVEN HUNDRED EIGHTY-ONE THOUSAND EIGHT HUNDRED
TWENTY-FOUR DOLLARS ($63,781,824) (the outstanding balance of the
Assumed Debt shall hereinafter be referred to as the “Assumed Debt Amount”);


 


(b)                                 By
payment of an amount of cash, if any, (i) in respect of any Contributor
who elects to receive cash for part or all of its share of the Exchange
Property, (ii) in respect of any Contributor who has not demonstrated to
the reasonable satisfaction of MCRLP that it qualifies as an “accredited
investor” (as such term is defined in Rule 501(a) of Regulation D
under the Securities Act (as hereinafter defined)), (iii) in respect of
any Contributor for fractional Units as provided in Section 2.1(c) hereof
and (iv) in respect of any Property LLLP that elects to receive cash in
exchange for part or all of the applicable Property in the event any
Property is conveyed by Deed pursuant to Section 1.2 hereof. Each
Contributor and/or Property LLLP, as applicable,


 


3

















 


that elects to
receive cash for all or part of its Exchange Property in accordance with
this Section 2.1(b), shall notify MCRLP of such election, in writing, as
soon as practicable following the date hereof and no later then fifteen (15)
days prior to Closing; and, thereafter, Schedule 2.1(b) annexed
hereto shall be completed and shall set forth the name of each Contributor and
the amount of cash paid to such Contributor pursuant to this Section 2.1(b).
Notwithstanding anything herein to the contrary, unless otherwise agreed upon
by MCRLP in its sole discretion, the cash portion of the Consideration, if any,
shall in no event exceed an amount equal to the Consideration, less the Assumed
Debt Amount and less the sum of a maximum amount of $70,000,000; and


 


(c)                                  By
the issuance of Units, in respect of the Contributors, having a value (the “Unit Value”) equal to the sum of the
Consideration less the amount of cash received pursuant to Section 2.1(b) above,
if any, and the Assumed Debt Amount as of the Closing Date. The aggregate number
of such Units (the “Contributor Units”)
to be issued shall be calculated by dividing the Unit Value by the average
closing price as reported on the New York Stock Exchange for the common stock,
par value $0.01 per share (the “Common Stock”),
of the Company over the twenty (20) consecutive trading days ending two (2) trading
days prior to the Closing Date (the “Base
Value”). No fractional Units shall be issued in respect of any
Contributor, and any Contributor who is entitled to receive a fractional Unit
shall instead receive cash with respect to such fractional Unit in an amount
equal to the fractional Unit multiplied by the Base Value. Notwithstanding
anything herein to the contrary, the Consideration shall be comprised of at
least SEVENTY MILLION DOLLARS
($70,000,000) of Contributor Units, the value of such Contributor Units to be
determined in accordance with this Section 2.1(c). If Contributors do not
elect or do not qualify to receive Contributor Units with a Unit Value equal to
at least SEVENTY MILLION DOLLARS ($70,000,000), MCRLP shall have the right, at
its sole option, to terminate this Agreement by delivering written notice to
Contributors’ counsel (as designated in Article 26 of this Agreement).


 


2.2.                              At
the Closing, each Contributor shall be admitted to MCRLP as a limited partner
with respect to the Contributor Units issued in respect of such Contributor as
set forth on Schedule 2.2-A annexed
hereto (which schedule shall be completed immediately prior to Closing),
with the initial capital account balance set forth opposite such Contributor’s
name on Schedule 2.2-B annexed
hereto (which schedule shall be completed immediately prior to Closing). Each
Contributor shall be issued a certificate (with respect to each Contributor,
the “Certificate”) in the form attached
hereto as Exhibit L, representing
the Contributor Units, which Certificate shall contain the legend set forth in Section 7.5
of this Agreement.


 


2.3.                              (a)                                  In
consideration for the execution of this Agreement and the mutual undertakings,
covenants and obligations contained herein, concurrent with its execution of
this Agreement, MCRLP shall deposit with Lawyers Title Insurance Corporation,
as escrow agent (the “Escrow Agent”),
TWO MILLION FIVE HUNDRED THOUSAND DOLLARS ($2,500,000) (the “Refundable Deposit”), which deposit shall be unconditionally
refundable prior to the expiration of the Inspection Period (as defined below),
or otherwise pursuant to the terms of this Agreement and an additional TWO
MILLION FIVE HUNDRED THOUSAND DOLLARS ($2,500,000) deposit on or before the
expiration of the Inspection Period (together with the Refundable Deposit, the “Deposit”).


 


4

















 


(b)                                 MCRLP
shall have the right to satisfy all or any portion of the Deposit with one or
more unconditional irrevocable letters of credit issued by a banking
institution reasonably satisfactory to the Contributors, having offices in the
District of Columbia, presentable and payable on sight, naming the Escrow Agent
as the beneficiary thereunder and naming MCRLP as the account party (the “Letter of Credit”). The Letter of Credit is
to have an expiration date of at least one (1) year from its issuance. In
the event that the Letter of Credit is not renewed by the date which is thirty
(30) days prior to its then stated expiration date (and this Agreement remains
in full force and effect) or in the event that the Contributors are entitled to
the Deposit as provided herein, Escrow Agent shall present the Letter of Credit
to the issuer at any time thereafter for payment and retain the proceeds
thereof. The cash proceeds of any presentment of the Letter of Credit shall be
held by the Escrow Agent in accordance with the terms of this Agreement.


 


(c)                                  If
MCRLP satisfied the Deposit by either a check or wire transfer of funds, then
so long as the Closing has occurred, the Escrow Agent shall return the Deposit
to MCRLP at Closing. In the event that the Deposit is a Letter of Credit, then
so long as the Closing has occurred, the Letter of Credit shall be returned to
MCRLP, along with an acknowledgment from the beneficiary of the Letter of
Credit, in a form reasonably acceptable to MCRLP, that said beneficiary
has no further claim or interest in said Letter of Credit. If the Closing does
not occur for any reason other than a default by any Contributor or a failure
of any condition precedent to Closing set forth in Article 14 hereof, the
Deposit shall be paid to, or the Letter of Credit may be drawn by, the
Contributors. If the Closing does not occur for any reason other than a default
by MCRLP or a failure of any condition precedent to Closing set forth in Article 14,
the Deposit shall be returned to MCRLP.


 


2.4.                              With
respect to the first Partnership Record Date (as defined in the OP Agreement)
on or after the Closing Date, each Contributor shall receive a pro-rata
distribution payable with respect to the Units held by such Contributor in
accordance with the terms of the OP Agreement, as from time to time amended and
in effect on the date hereof, on MCRLP’s next distribution payment date. Such
pro-rata distribution shall be equal to (a) the amount of such
distribution, multiplied by (b) a fraction, the numerator of which is
equal to the number of days from the Closing Date to and including the end date
of the period for which such distribution is being paid (the “Distribution Date”), and the denominator of which is equal
to the number of days from (but excluding) the previous Distribution Date to
and including the Distribution Date in question.


 


2.5.                              (a)                                  Subject
to the terms and conditions set forth in this Agreement and with the benefit of
all of the exculpatory provisions, if any, which are contained in the Existing
Loan Documents, MCRLP shall accept and, if required by the Assumed Debt
Lenders, expressly assume, as of the Closing Date all of the Assumed Debt,
MCRLP acknowledging that such Assumed Debt will not be repaid at Closing. It
shall be a condition to MCRLP’s obligation to assume any Assumed Debt, that the
GP Contributors shall have obtained or caused the Property LLLP in which such
GP Contributor is a partner to obtain the express written consent from each of
the Assumed Debt Lenders to the transaction contemplated herein, together with
an estoppel certificate from each of the Assumed Debt Lenders containing the
certifications and agreements set forth on Schedule 2.5(a) (“Lender’s Estoppel”). Each GP Contributor, Property LLLP and
MCRLP covenant to the other to use diligent and good faith efforts and take all
commercially


 


5

















 


reasonable actions to obtain
the express written consent and Lender’s Estoppel to the transactions
contemplated herein from each of the Assumed Debt Lenders prior to the Closing
Date and to provide such information and/or documentation as the Assumed Debt
Lenders shall reasonably require in connection with such assumption. In the
event that any GP Contributor or any Property LLLP is unable to obtain the
requisite consent or approval from any Assumed Debt Lenders, MCRLP shall have
the right, at its sole option, to terminate this Agreement by delivering
written notice to Contributors’ counsel (as designated in Article 26 of
this Agreement) to such effect within twenty (20) days after its receipt of
written notification of any such occurrence; provided, however, in the event
that MCRLP elects to terminate, as aforesaid, the Property LLLPs shall
reimburse MCRLP for its reasonable attorney’s fees up to a maximum amount of
$150,000.


 


(b)                                 MCRLP
and the Property LLLPs agree to split on a 50/50 basis all costs and fees
associated with the assumption of the Assumed Debt and the Existing Loan
Documents including, without limitation, any and all assignment, transfer or
other fees, application or other costs and any and all costs and expenses incurred
by the applicable Assumed Debt Lender, including, without limitation, legal
fees and disbursements and costs and expenses related to updated title, survey,
environmental reports and/or other legal, due diligence or compliance matters
required by the applicable Assumed Debt Lender. Notwithstanding the foregoing,
each party shall pay for their respective legal fees in connection with such
assumption of the Assumed Debt.


 


(c)                                  MCRLP
and the GP Contributors agree that the GP Contributors and any guarantor and any
environmental indemnitor under any of the Existing Loan Documents shall only be
liable for obligations and liabilities with respect to matters first arising
prior to the Closing Date and it shall be a condition to the GP Contributor’s
obligation to Close hereunder that the Assumed Debt Lenders shall have released
the GP Contributors and any guarantor and any environmental indemnitor from any
and all obligations and liabilities first arising from and after the Closing
Date. MCRLP agrees to assume liability for so-called “carve-outs” to
non-recourse provisions and for any environmental indemnities contained in any
of the Existing Loan Documents, but only for obligations and liabilities first
arising from and after the Closing Date and not for any obligations or
liabilities relating to any periods prior to Closing Date. MCRLP and
Contributors agree to use commercially reasonable efforts to cause the Assumed
Debt Lenders to require MCRLP to assume obligations and liabilities under the
Existing Loan Documents only with respect to matters first arising from and
after the Closing Date.


 


3.                                      REDEMPTION.


 


3.1.                              The
Contributor Units received as Consideration for the transfer of the Exchange
Property shall be redeemable by the Contributors in accordance with the Second
Amended and Restated Agreement of Limited Partnership of MCRLP, as amended from
time to time (the “OP Agreement”),
at any time and from time to time subsequent to the first anniversary of the
Closing Date on the basis of one (1) Unit for either cash equal to the
fair market value of a share of Common Stock at the time of the redemption or,
at the option of MCRLP acting through the Company, one (1) share of Common
Stock (with such adjustments thereto as are provided in the OP Agreement).


 


6

















 


4.                                      OPTION
TO PURCHASE.


 


4.1.                              For
the one (1) year period beginning on the Closing Date, MCRLP, or its
designee, shall have the option (the “Option”) to
notify the Option Contributors’ counsel (as designated in the Option Agreement
(as hereinafter defined)) that it elects to acquire either all of the ownership
and beneficial interests in and to each Option Property Owner or the fee
interest in each Option Property for a purchase price of THIRTEEN MILLION
DOLLARS ($13,000,000) (the “Option Purchase Price”),
which shall be payable Units or, at the election of the Option Contributors or
if an Option Contributor is not an “accredited investor” or as otherwise
provided in the Option Agreement, cash. At Closing, the Option Contributors and
MCRLP or its designee shall enter into an option agreement (the “Option Agreement”) in the form of Exhibit M
annexed hereto pursuant to which the respective rights and obligations of the
Option Contributors and MCRLP or its designee shall be set forth.


 


5.                                      INSPECTION
PERIOD; MCRLP’S RIGHT OF TERMINATION AND  REJECTION PRIOR TO CLOSING; AS
IS CONDITION.


 


5.1.                              Through
the period ending on the Execution Date, as it may be extended (the “Inspection Period”), MCRLP has performed, or cause to be
performed, tests, investigations and studies of or related to the Properties
including, but not limited to, soil tests and borings, ground water tests and
investigations, percolator tests, surveys, architectural, engineering,
subdivision, environmental, access, financial, market analysis, development and
economic feasibility studies and other tests, investigations or studies as
MCRLP, in its sole discretion, determined is necessary or desirable in
connection with the Properties and inspected the physical (including environmental)
and financial condition of the Properties, including but not limited to (i) all
leases and other agreements with respect to the use and occupancy of the
Properties, together with all amendments and modifications thereto and any
guaranties provided thereunder (individually, a “Lease”,
and collectively, the “Leases”), (ii) contracts
and agreements for the servicing, maintenance and/or operation of any Property
(the “Service Contracts”), (iii) engineering
and environmental reports, (iv) development approval agreements, (v) permits
and approvals, which inspection shall be satisfactory to MCRLP in its sole and
absolute discretion, (vi) all Books and Records (as defined below), (vii) Existing
Loan Documents, including, without limitation, the Existing Loan Documents, (viii) tenant
correspondence files and (ix) other documents and information relating to
the foregoing. MCRLP shall conduct any tests and studies in a manner which does
not unreasonably impede the day-to-day operations of any Property, and shall
repair and restore any portion of the surface of any Property disturbed by
MCRLP, its agents or contractors during the conduct of any tests and studies to
substantially the same condition as existed prior to such disturbance. Such
right of inspection and the exercise of such right shall not constitute a
waiver by MCRLP of the breach of any representation, warranty, covenant or
agreement of any Contributor which might, or should, have been disclosed by
such inspection. Each Contributor acknowledges that each of the Property LLLPs
and Mack-Cali Realty Acquisition Corporation, a Delaware corporation and
affiliate of MCRLP, have entered into that certain Access Agreement dated as of
July 14, 2005 (the “Access Agreement”),
with respect to MCRLP’s access to the Properties during the Inspection Period
and thereafter and certain other matters. In the event of any conflict or
inconsistency between the provisions of Sections 5.1 or 5.2 and any provision
of the Access Agreement, the Access Agreement shall control.


 


7

















 


5.2.                              During
and after the Inspection Period and pursuant to the Access Agreement, MCRLP,
its agents and contractors, shall have access to the Properties subject to the
terms of the Access Agreement and other information pertaining thereto in the
possession or within the control of any Contributor or any Property LLLP for
the purpose of performing such studies, tests, borings, investigations and
inspections for the purposes described in this Article 5. Each GP
Contributor shall reasonably cooperate and shall cause each Property LLLP to
cooperate with MCRLP in facilitating its due diligence inquiry and will deliver
to MCRLP, promptly after request, true and complete copies of all test borings,
Environmental Documents (as defined below), surveys, title materials and
engineering and architectural data and the like relating to any Property that
are in any GP Contributor’s or any Property LLLP’s possession or under its/his
control. In the event that any additional materials or information come within
any GP Contributor’s or any Property LLLP’s possession or control after the
date of this Agreement, such GP Contributor shall promptly submit or cause any
Property LLLP to submit true and complete copies of the same to MCRLP. Each GP
Contributor shall notify MCRLP of any dangerous conditions on the Property of
which such GP Contributor has knowledge, including, without limitation,
conditions which due to the nature of the borings, studies, investigations,
inspections or testing to be performed by or on behalf of MCRLP may pose a
dangerous condition to MCRLP or MCRLP’s agents and contractors.


 


5.3.                              MCRLP
may terminate this Agreement for any reason or for no reason, by written
notice to the Contributors’ counsel (as designated in Article 26 of this
Agreement) delivered on or prior to the expiration of the Inspection Period. In
the event that MCRLP terminates this Agreement during the Inspection Period,
this Agreement shall be null and void and the parties hereto shall be relieved
of all further obligations hereunder except as otherwise provided herein. In
the event MCRLP does not send notice by the end of the Inspection Period
waiving its right to terminate this Agreement pursuant to this Section 5.3,
MCRLP shall be deemed to have elected to terminate this Agreement. Upon such
termination, the Refundable Deposit shall be returned to MCRLP.


 


5.4.                              EXCEPT
AS PROVIDED IN THE EXPRESS REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTORS
SET FORTH IN THIS AGREEMENT AND IN ANY CLOSING DOCUMENTS, INSTRUMENTS OR
AFFIDAVITS TO BE DELIVERED AT CLOSING (COLLECTIVELY, THE “EXPRESS
REPRESENTATIONS”), THE CONTRIBUTORS DO NOT, BY THE EXECUTION AND
DELIVERY OF THIS AGREEMENT, AND THE CONTRIBUTORS SHALL NOT, BY THE EXECUTION
AND DELIVERY OF ANY DOCUMENT OR INSTRUMENT EXECUTED AND DELIVERED IN CONNECTION
WITH CLOSING, MAKE ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF
ANY KIND OR NATURE WHATSOEVER, WITH RESPECT TO THE PROPERTIES, AND ALL SUCH
WARRANTIES ARE HEREBY DISCLAIMED.


 


5.5.                              NOTWITHSTANDING
ANYTHING TO THE CONTRARY SET FORTH IN THIS AGREEMENT, BUT SUBJECT TO THE
REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE 7 (REPRESENTATIONS AND
WARRANTIES OF CONTRIBUTORS) AND COVENANTS OF THE CONTRIBUTORS SET FORTH IN ARTICLE 8
(COVENANTS OF THE CONTRIBUTORS), AND SUBJECT TO ARTICLES 17 (CASUALTY LOSS) AND
18 (CONDEMNATION), MCRLP SHALL ACCEPT THE


 


8

















 


PROPERTIES, INCLUDING WITHOUT
LIMITATION THE ROOFS, ALL STRUCTURAL COMPONENTS, ALL HEATING, VENTILATING, AIR
CONDITIONING, MECHANICAL, PLUMBING, AND ELECTRICAL SYSTEMS, FIRE AND LIFE
SAFETY AND ALL OTHER PARTS OF THE BUILDINGS CONSTITUTING A PORTION OF THE
PROPERTIES IN THEIR “AS IS” “WHERE IS” CONDITION ON THE CLOSING DATE, “WITH ALL
FAULTS” AND “SUBJECT TO ALL DEFECTS.” 
MCRLP HEREBY ACKNOWLEDGES, REPRESENTS AND WARRANTS THAT IT IS NOT IN A
DISPARATE BARGAINING POSITION WITH RESPECT TO THE CONTRIBUTORS IN CONNECTION
WITH THE TRANSACTION CONTEMPLATED HEREBY, THAT MCRLP FREELY AND FAIRLY AGREED
TO THE WAIVERS AND CONDITIONS OF THIS SECTION 5.5 AS PART OF THE
NEGOTIATIONS OF THIS AGREEMENT, AND MCRLP HAS BEEN REPRESENTED BY COMPETENT
LEGAL COUNSEL IN CONNECTION HEREWITH AND HAS CONFERRED WITH SUCH LEGAL COUNSEL
CONCERNING THE WAIVERS AND OTHER CONDITIONS OF THIS SECTION 5.5.


 


5.6.                              Notwithstanding
the expiration of the Inspection Period, MCRLP shall continue to have the
rights to conduct further investigations of the Properties as set forth in this
Article 5.


 


6.                                      TITLE;
MATTERS TO WHICH THIS EXCHANGE IS SUBJECT.


 


6.1.                              The
Properties at Closing shall be subject to the following (collectively, the “Permitted Encumbrances”):


 


(a)                                  The
liens of real estate Taxes (as hereinafter defined), personal property Taxes,
water charges, and sewer charges provided same are not due and payable, but
subject to adjustment as provided herein;


 


(b)                                 The
rights of those parties listed on Schedule 7.1(b) occupying
space at any of the Properties or tenants under leases entered into after the
date hereof in accordance with the terms hereof (collectively, “Tenants”), as tenants only;


 


(c)                                  Any
and all laws, statutes, ordinances, codes, rules, regulations, requirements, or
executive mandates affecting the Properties including, without limitation,
those related to zoning and land use, as of the date hereof;


 


(d)                                 The
Service Contracts, except those Service Contracts which MCRLP elects not to
assume in accordance with Section 8.1(h);


 


(e)                                  Any
installment not yet due and payable of assessments imposed after the date
hereof and affecting the Properties (or any portion thereof);


 


(f)                                    The
lien of the mortgages on those Properties encumbered by Existing Loan Documents
as of the date hereof in respect of Assumed Debt (but subject to the terms and
conditions of this Agreement); and


 


(g)                                 Any
matters not objected to, approved or deemed approved by MCRLP pursuant to Section 6.2
below.


 


9

















 


6.2.                              (a)                                  MCRLP
has, prior to the date hereof, directed Lawyers Title Insurance Corporation (“Lawyers Title”) to prepare title insurance searches and
commitments for owner’s title insurance policies for each of the Properties
(the “Title Commitments”). MCRLP shall direct
Lawyers Title, or such other or additional title insurance companies as may be
selected by MCRLP (collectively, the “Title Company”),
to deliver to the Contributors’ counsel (as designated in Article 26 of
this Agreement) copies of the Title Commitments and the documents describing
the title exceptions shown on the Title Commitments (collectively, the “Title Documents”) which are to be delivered to MCRLP and its
counsel.


 


(b)                                 MCRLP
has, prior to the date hereof, advised Contributors’ counsel (as designated in Article 26
of this Agreement) in writing (“MCRLP’s Title
Objection Letter”) of certain defects, objections or exceptions in
the title to the Properties that appear in the Title Commitments (other than
the Permitted Encumbrances) which MCRLP is not required to accept under the
terms of this Agreement and to which MCRLP objects. The GP Contributors may, at
their election (but shall have no obligation to), undertake to eliminate or
cause to be eliminated such unacceptable defects, objections or exceptions,
except that the GP Contributors shall be obligated to remove (i) judgments
against the Contributors or the Property LLLPs, (ii) mortgages or other
liens which can be satisfied by payment of a liquidated amount other than the
Assumed Debt, (iii) payments to the mortgagees which are currently
required pursuant to existing loan documents in order to cause the mortgagees
to consent to MCRLP taking subject to the mortgages. Except as provided in the
preceding sentence or below, the Contributors shall have no obligation to incur
any expense in connection with curing such defects, objections or exceptions. Subject
to the terms of this Section 6.2(b) and the GP Contributors’ right to
adjourn the Closing as set forth below, the GP Contributors agree to respond to
MCRLP’s Title Objection Letter (“Contributors’
Title Response”) within three (3) days of the Execution Date
indicating whether they intend to undertake to eliminate or cause to be
eliminated any objections, and, unless the GP Contributors elect to adjourn the
Closing, as set forth below, MCRLP agrees to respond to Contributors’ Title
Response prior to the expiration of the Inspection Period. The GP Contributors,
in their discretion, may adjourn the Closing for up to sixty (60) days in
the aggregate in order to eliminate unacceptable defects, objections or
exceptions. Other than the items described in (i) through (iii) above,
which the GP Contributors agree to cure or cause to be cured at their sole cost
and expense without regard to the cost thereof, if, after complying with the
foregoing requirements, the GP Contributors are unable to eliminate or cause to
be eliminated all unacceptable defects, objections or exceptions in accordance
with the terms of this Agreement on or before such adjourned date for the
Closing, MCRLP shall elect either (w) to terminate this Agreement by notice
given to the Contributors’ counsel (as designated in Article 26 of this
Agreement) in which event the provisions of Section 25.2 shall apply, or
(x) to accept title subject to such unacceptable defects, objections or
exceptions and receive no credit against or reduction of the consideration to
be given hereunder for any Property. Each GP Contributor agrees and covenants
that it shall not voluntarily place or consent or permit any encumbrances or
restrictions to title to any of the Properties from and after the date hereof,
and if any encumbrance or restrictions are placed of record by any Contributor
or Property LLLP against any of the Properties, the GP Contributors shall be
obligated to remove them at or prior to Closing.


 


6.3.                              It
shall be a condition to Closing that the Title Company be prepared to insure,
title to each Property conveyed through the contribution of the Exchange
Property, in the amount


 


10

















 


of the Allocated Property Value
thereof (at a standard rate for such insurance) in the name of MCRLP or its
designees, after delivery of the deeds or assignments of the Contributed
Interests, by a standard 1992 ALTA Owners Policy, with such ALTA endorsements
(including without limitation a comprehensive owner’s endorsement and a non-imputation
endorsement, where available, for each Property) as are available in each
applicable state where the Properties are located and as required by MCRLP
attached, free and clear of all liens, encumbrances and other matters, other
than the Permitted Encumbrances (the “Title Policy”).
The Title Company shall provide affirmative insurance that any: (i) Permitted
Encumbrances have not been violated, and that any future violation thereof will
not result in a forfeiture or reversion of title; and (ii) the exceptions
for Taxes shall apply only to the Taxes not yet due and payable. Each
Contributor shall provide or cause to be provided such affidavits and
undertakings as the Title Company insuring title to the Properties may reasonably
require. The words “insurable title” and “insurable” as used in this Agreement
are hereby defined to mean title which is insurable at standard rates (without
special premium) by the Title Company without exception other than the
Permitted Encumbrances, and standard printed policy exceptions.


 


6.4.                              Any
unpaid Taxes, water charges, sewer rents and assessments, together with the
interest and penalties thereon to the Closing Date (in each case subject to any
applicable apportionment), and any mortgages or other liens created by or
permitted by any Contributor, which such Contributor is obligated to pay and
discharge pursuant to the terms of this Agreement, together with the cost of
recording or filing of any instruments necessary to discharge such liens and
such judgments, shall be paid at the Closing by such Contributor. The
Contributors shall deliver to MCRLP, on the Closing Date, instruments in
recordable form sufficient to discharge any such mortgages or other liens
that are required to be paid and discharged pursuant to the terms of this
Agreement.


 


6.5.                              If
the Title Commitments disclose judgments, bankruptcies or other returns against
other persons having names the same as or similar to that of any Contributor or
any Property LLLP, such Contributor, on request by MCRLP, shall deliver to the
Title Company affidavits showing that such judgments, bankruptcies or other
returns are not against any Contributors, any Property LLLP or any affiliates.
Upon request by MCRLP, each Contributor shall deliver any affidavits and
documentary evidence as are reasonably required by the Title Company to
eliminate the standard or general exceptions on the ALTA form Owner’s
Policy. Each Contributor further agrees to deliver to the Title Company
non-imputation indemnities or affidavits in the form attached hereto as Exhibit N necessary for the
Title Company to issue a non-imputation endorsement for each Property, where
available.


 


6.6.                              It
is recognized and acknowledged that the portion of the Property known as
Capital Office Park Buildings 5 and 6 and the Option Property described as
Parcel I-1 are burdened and benefited by the terms of that certain Declaration
of Easements dated January 7, 1986 and recorded among the Land Records of
Prince George’s County, Maryland in Liber 6277 at Folio 240 (the “Declaration”). Notwithstanding anything contained herein to
the contrary, Fourteenth LLLP, as declarant under the Declaration, shall be
authorized prior to Closing hereunder, to record a modification to the
Declaration in order to recognize and confirm that (i) the property
subject to the Declaration, formerly known as Parcel F, has been further
subdivided into Parcels H, I-1 and I-2, (ii) Capital Office Park Buildings
5 and 6 have been constructed on Parcels H and I-2, respectively, (iii) nothing
in the Declaration shall be


 


11

















 


interpreted as precluding the
owner of Parcel I-1 from developing an office building on Parcel I-1, and (iv) Parcels
H, I-1 and I-2 shall continue to be benefited and burdened by the various
easements and rights-of-way provided under the Declaration. The form of
any such modification shall be submitted to MCRLP for review and approval not
less than fifteen (15) days prior to the Closing and MCRLP’s approval shall not
be arbitrarily withheld, delayed or conditioned.


 


7.                                      REPRESENTATIONS
AND WARRANTIES OF THE GP CONTRIBUTORS AND THE PROPERTY LLLPs.


 


7.1.                              In
order to induce MCRLP to perform as required hereunder, as of the date
hereof and as of the Closing Date, each Property LLLP hereby warrants and
represents, jointly and severally, all of the matters set forth in this Section 7.1.
Without limiting the foregoing, in order to further induce MCRLP to perform as
required hereunder, each GP Contributor agrees to, and shall, be liable for any
breach of any of the warranties and representations set forth in this Section 7.1,
subject in all respects to the limitations on (i) survival set forth in Section 7.4
hereof, (ii) knowledge set forth in Section 7.8 hereof, (iii) liability
set forth in Sections 25.3(b) hereof and (iv) security for any breach
set forth in Section 25.4 hereof. Anything contained herein to the
contrary notwithstanding, the GP Contributors shall have no personal liability
for any breach of any representation or warranty under this Section 7.1
and MCRLP’s sole remedy with respect to such breaches shall be to recover Units
from the Escrow Pool pursuant to Section 25.4 hereof.


 


(a)                                  There
are no actions, suits, labor disputes, litigation or proceedings currently
pending or, to the knowledge of any Property LLLP in which such GP Contributor
is a partner, threatened in writing against or related to such Property LLLP
with respect to the Property, the environmental condition thereof, or the
operation thereof, except as set forth on Schedule 7.1(a) annexed
hereto.


 


(b)                                 Annexed
hereto as Schedule 7.1(b) is
a true, complete and correct schedule of all of the Leases to which the
Properties are subject. The Leases are valid and bona fide obligations of the
landlord thereunder and are in full force and effect. To the knowledge of each
Property LLLP, no defaults remain uncured pursuant to notices of default sent
to any Tenants and no condition exists which, solely with the passage of time
or the giving of written notice or both, will become a default. Except as
disclosed in writing to MCRLP, no Property LLLP has received any written
notices of default by the applicable Tenant under any Lease which remain
uncured or which were cured within the last two (2) years. The Leases
constitute all of the Leases, tenancies or occupancies or rights to use and
occupancy affecting any Property on the date hereof (except as a result of any
subleases of portions of any Property), except as set forth on the Rent Roll,
all Tenants have commenced occupancy and there are no other rights with respect
to the use or occupancy of the Properties (except as a result of any subleases
of portions of any Property). Except as expressly set forth in the Leases, no
Tenant is entitled to now or in the future any concession, rebate, offset,
allowance or free rent for any period nor has any such claim been asserted by
any Tenant.


 


(c)                                  Annexed
hereto as Schedule 7.1(c) is
a listing (the “Rent Roll”) of the
following, as of the date hereof and as of the Closing Date, which is true,
complete and correct in all material respects for the Property and which lists,
among other things, the amount deposited or


 


12

















 


posted as a
letter of credit (the “Security Deposit”)
under any Lease in the nature of security for the performance of the
obligations of the Tenant or user, if any.


 


(d)                                 All
undisputed bills and claims for labor performed and materials furnished to or
for the account of the applicable owner of any Property arising prior to the
Closing Date will be paid in full by such owner within customary time periods
but not later than the Closing Date. To the extent any bills and claims for
labor performed and materials furnished to or for the account of the applicable
owner of any Property prior to the Closing Date are disputed, the applicable
Property LLLP shall commence any actions related to such bills and claims
promptly, such commencement being no later than forty-five (45) days from the
receipt of an invoice by the applicable Property LLLP, and shall diligently
prosecute same to its conclusion. If such action results in (i) a lien on
any Property which lien remains unbonded for thirty (30) days, or (ii) any
vendor providing unique services or services at below market price refusing to
service any Property, the Property LLLP shall cause payment of same to be made
to remedy same within ten (10) days thereafter. To the knowledge of such
Property LLLP, the landlord under any Lease with respect thereto has performed
all of the obligations and observed all of the covenants required of the
landlord under the Leases. All work, alterations, improvements or installations
required to be made for or on behalf of all Tenants under the Leases have in
all respects been carried out, performed and completed and there is no
agreement with any Tenant for the performance of any work to be done in the
future, except as provided in any Lease.


 


(e)                                  No
Property LLLP has received any written notice and has no knowledge of (i) any
pending, threatened or contemplated annexation or condemnation proceedings, or
private purchase in lieu thereof, affecting or which may affect any
Property, or any part thereof, (ii) any proposed or pending
proceeding to change or redefine the zoning classification of all or any part of
any Property, (iii) any proposed or pending special assessments affecting
any Property or any portion thereof, (iv) any penalties or interest due
with respect to real estate taxes assessed against any Property and (v) any
proposed change(s) in any road or grades with respect to the roads providing a
means of ingress and egress to any Property.


 


(f)                                    No
Property LLLP has received any written notice and has no knowledge of any suits
or judgments relating to any violations (including, without limitation,
Environmental Laws (as defined herein)) of any laws, ordinances or regulations
affecting any Property, or any violations or conditions that may give rise
thereto, from any agency, board, bureau, commission, department or body of any
municipal, country, state or federal governmental unit, or any subdivision
thereof, having, asserting or acquiring jurisdiction over all or any part of
any Property or the management, operation, use or improvement thereof
(collectively, the “Governmental Authorities”),
and there are no outstanding orders, judgments, injunctions, decrees or writ of
any Governmental Authorities against or involving the Contributors in respect
of any Property.


 


(g)                                 No
Property LLLP has received any written notice of outstanding requirements or
recommendations by the holder of any mortgage encumbering any of any Property,
which require or recommend any repairs or work to be done on any Property of a
material nature.


 


(h)                                 There
are no Service Contracts, union contracts, employment agreements or other
agreements affecting any Property or the operation thereof, except the Service
Contracts. True,


 


13

















 


accurate and
complete copies of all the Service Contracts have been made available for
review and are listed on Schedule 7.1(h) annexed
hereto. All sums presently due and payable by the Property LLLPs under the
Service Contracts which are due as of the Closing Date shall be fully paid on
the Closing Date.


 


(i)                                     No
Property LLLP has received any written notice that any of the permits and
licenses required in connection with the operation of the Properties are
subject to, or in jeopardy of, revocation or non-renewal.


 


(j)                                     There
are no employees working at or in connection with any Property, except as set
forth on Schedule 7.1(j). There
are no union agreements affecting any Property as of the date hereof, nor shall
any such agreements affect any Property as of the Closing Date.


 


(k)                                  Annexed
hereto as Schedule 7.1(k),
is a true, accurate and complete schedule of all leasing commission obligations
affecting any Property. The respective obligations of the Property LLLPs, the
GP Contributors and MCRLP with respect to said commissions are set forth in Article 9.


 


(l)                                     All
personal property, fixtures, equipment, inventory and fixtures (“Personal Property”) owned by any Property
LLLP and located on or at any Property, and used in connection with the
operation of any Property is now owned and will on the Closing Date be owned by
such Property LLLP free and clear of any conditional bills of sale, chattel
mortgages, security agreements or financing statements or other security
interests of any kind, except the lien of the Existing Loan Documents.


 


(m)                               To
the knowledge of the Property LLLPs, all pre-existing aboveground and
underground storage tanks and vessels, if any, at any Property have been
removed and their contents disposed of in accordance with and pursuant to all
applicable Environmental Laws or their continued use and operation is in
accordance with all applicable Environmental Laws.


 


(n)                                 No
Property LLLP has knowingly permitted, and shall not knowingly permit any
person or entity to engage in any activity on the Property, in violation of
Environmental Laws. The Property LLLPs have provided MCRLP with all
environmental site assessments, investigations, and documents related to
Contaminants and to prior operations set forth on Schedule 7.1(n) attached hereto.


 


(i)                                     “Environmental Laws” means each and every
applicable federal, state, county, or municipal statute, ordinance, rule,
regulation, order, code, directive or requirement of any Governmental Authority
in any way related to Contaminants.


 


(ii)                                  “Contaminants” shall include, without
limitation, any regulated substance, toxic substance, hazardous substance,
hazardous waste, pollution, pollutant or contaminant, as defined or referred to
in the Resource Conservation and Recovery Act, as amended, 42 U.S.C. §6901 et
seq.; the Comprehensive Environmental Response Compensation and
Liability Act, as amended, 42 U.S.C. §9601 et  seq.; (“CERCLA”); the Federal Water Pollution
Control Act, as amended, 33 U.S.C. §1251 et  seq.; together with
any amendments thereto, regulations promulgated thereunder and all
substitutions thereof, as well as words of similar purport or meaning referred
to in any other applicable


 


14

















 


federal, state, county or
municipal environmental statute, ordinance, rule or regulation, including,
without limitation, asbestos, polychlorinated biphenyls, urea formaldehyde and
petroleum products and petroleum-based derivatives.


 


(iii)                               “Discharge” shall mean the releasing,
spilling, leaking, leaching, disposing, pumping, pouring, emitting, emptying,
treating or dumping of Contaminants at, into, onto or from the Properties, as
the case may be, regardless of whether the result of an intentional or
unintentional action or omission.


 


(iv)                              “Environmental Documents” shall mean all
environmental documentation in the possession or under the control of the GP
Contributors or the Property LLLPs concerning the Properties, as the case may be,
or their environs, including, without limitation, all sampling plans, cleanup
plans, preliminary assessment plans and reports, remedial action plans and
reports, or the equivalent, sampling results, sampling result reports, data, diagrams,
charts, maps, analysis, conclusions, quality assurance/quality control
documentation, correspondence to or from any Governmental Authority,
submissions to any Governmental Authority and directives, orders, approvals and
disapprovals from any Governmental Authority.


 


(v)                                 “Environmental Laws” means each and every
applicable federal, state, county or municipal statute, ordinance, rule,
regulation, order, code, directive or requirement of any Governmental Authority
in any way related to Contaminants.


 


(o)                                 The
current principal balance outstanding under the Assumed Debt as of the date
hereof, is SIXTY-THREE MILLION SEVEN
HUNDRED EIGHTY-ONE THOUSAND EIGHT HUNDRED TWENTY-FOUR DOLLARS
($63,781,824). All monetary payments due and payable under the Existing Loan
Documents on or before the date hereof by the Property LLLPs (or any successor
entity) have been paid and no written notice has been received by any of the
Property LLLPs and none of the Property LLLPs have any knowledge of any
monetary or non-monetary defaults on the part of any party to the Existing
Loan Documents as of the date hereof and no condition exists which with the
giving of notice or the passage of time, or both, would constitute a default
under the Existing Loan Documents. Except for any documents being entered into
by MCRLP, the Existing Loan Documents constitute all of the documents
evidencing, securing or otherwise dealing with the Assumed Debt.


 


(p)                                 No
notice has been received from the General Services Administration to the effect
that they have vacated or intend to vacate the first (1st) floor of
the office building located at 9200 Edmonston Road. The Property LLLPs have not
received any written notices from any of the Tenants at any of the Properties
exercising a right of early termination of the term of such Tenant’s Lease.


 


(q)                                 Annexed
hereto as Schedule 7.1(q)
is a true and complete list of all Property LLLP’s collective bargaining
agreements, employment and consulting agreements, non-competition agreements,
executive compensation plans, bonus plans, directors’ fee arrangements,
deferred compensation agreements, employee pension plans or retirement plans,
employee profit sharing plans, 401(k) savings plans, multiemployer plans,
employee stock purchase and stock option plans, employee welfare plans,
severance plans, group life insurance, hospitalization


 


15

















 


insurance or
other similar plans or arrangements (either written or oral, but only to the
extent an oral plan provides material benefits) providing for benefits to any
employees of the Property LLLPs who are offered employment with Mack-Cali as of
the Closing Date and who accept the offer (“New
Employees”) or with respect to which a New Employee is a party.


 


(r)                                    The
Property LLLPs have complied and currently are in compliance in all material
respects, both as to form and operation, with the applicable provisions of
the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and the Internal Revenue Code of
1986, as amended (the “Code”),
with respect to the 401(k) Savings Plan (the “Contributor
401(k) Plan”). With respect to the Contributor 401(k) Plan, the
Property LLLPs have supplied MCRLP with the most recent determination letter
issued by the Internal Revenue Service. With respect to collective bargaining
agreements which cover New Employees, the Property LLLPs have supplied MCRLP
with a true and complete copy of each collective bargaining agreement currently
in effect including all amendments thereto.


 


7.2.                              In
order to induce MCRLP to perform as required hereunder, as of the date
hereof and as of the Closing Date, each GP Contributor and each Property LLLP
hereby warrants and represents, jointly and severally, the following (it being
recognized and agreed, however, that the following representations shall be of
no force or effect in the event the transaction contemplated hereby is
structured as a transfer of all of the Properties by Deed in accordance with Section 1.2
hereof):


 


(a)                                  The
GP Contributor and any Property LLLP (including any predecessor entity thereto)
in which such GP Contributor is a partner have paid all Taxes (as defined
below) due and payable prior to Closing and timely filed all returns and
reports required to be filed prior to Closing with respect to the operation and
ownership of the Properties and for which MCRLP or such Property LLLP
(including any predecessor entity thereto) could be subject to a material Tax
liability or with respect to which a material claim in respect for Taxes could
be made against the Properties. Each such Tax return or report is complete and
accurate in all material respects. Each GP Contributor and the Property LLLP
(including any predecessor entity thereto) in which such GP Contributor is a
partner has paid or will pay, or has provided or will provide for a cash
reserve, for all Taxes due with respect to any Property or Property LLLP
related to any period ending on the Closing Date but that are required to be
paid after the Closing Date with respect to the ownership and operation of the
Properties and for which MCRLP or any Property LLLP (including any predecessor
entity thereto) could be subject to a material Tax liability or with respect to
which a material claim in respect for Taxes could be made against the
Properties. True and complete copies of all federal, state and local Tax
returns that have been filed by the Property LLLPs for 2001, 2002, 2003 and
2004 and all written communication with any taxing authority relating thereto
have or will be made available to MCRLP during the Inspection Period. To the
knowledge of each GP Contributor, no claim has been made by a taxing authority
in a jurisdiction in which any Property LLLP (including any predecessor entity
thereto) in which such GP Contributor is a partner has not filed Tax returns. Except
as set forth in Schedule 7.2(a),
there are no audits or other proceedings by any taxing authority pending or, to
the knowledge of such GP Contributor, threatened with respect to the Taxes
resulting from the ownership and operation of the Properties for which MCRLP or
any Property LLLP (including any predecessor entity thereto) could be subject
to a material Tax liability or with respect to which a material claim in
respect for Taxes could be made against the Properties and no


 


16

















 


agreement
extending the period for assessment and collection has been executed with
respect thereto. To the knowledge of each GP Contributor, no assessment of
Taxes is proposed against the Property LLLPs (including any predecessor entity
thereto). There are no agreements or waivers extending the statute of
limitations applicable to any Tax return or report filed or required to be
filed by the GP Contributors or any Property LLLP (including any predecessor
entity thereto) in which such GP Contributor is a partner with respect to any
Taxes. Neither the GP Contributor nor any Property LLLP (including any
predecessor entity thereto) in which such GP Contributor is a partner is a
party to or has any liability under, any Tax indemnification, Tax allocation or
Tax sharing agreement.


 


(b)                                 Annexed
hereto as Schedule 7.2(b) is
a listing of the following, which, to the GP Contributor’s actual knowledge, is
true, complete and correct in all material respects for the assets that comprise
each Property:  (i) the adjusted
basis to the Property LLLP owning such Property for federal income tax purposes
as of October 27, 2005; (ii) the date placed in service by the
Property LLLP owning such property; (iii) the cost recovery method used by
the Property LLLP owning such Property; and (iv) the remaining useful life
for federal income tax purposes to the Property LLLP owning such Property.


 


(c)                                  To
the GP Contributor’s actual knowledge, the financial statements, including the
income and expense statements and the balance sheets of each Property LLLP
(including any predecessor entity thereto) excluding only those assets,
liabilities and operations not contemplated to be contributed pursuant to this
Agreement, relating to the ownership and operation of the Property and the
related audited, combined statement of income, partners’ capital and cash
flows, including the footnotes thereto (copies of which are attached hereto as Exhibit T) (the “Property Financials”) as of and for the
years ending December, 31, 2002, 2003 and 2004 which have been audited (or, in
the case of Tenth LLLP, reviewed) by Hariton, Mancuso & Jones, P.C. and for the period of January 1, 2005
through June 30, 2005 (or the most recent fiscal quarter ending date if
later), and reviewed by such accountants, fairly present the combined financial
position of the Property LLLPs, or any predecessor entities thereto, relating
to the Property in all material respects as of such dates and the combined
results of operations and combined cash flows of the Property LLLPs, or any
predecessor entities thereto, relating to the ownership and operation of the
Property for such respective periods, in each case in accordance with generally
accepted accounting practices for the operation of commercial real estate
consistently applied for the periods covered thereby. The Property Financials
from January 1, 2005 through June 30, 2005 (or the most recent fiscal
quarter ending date if later) are subject to the normal year-end adjustments. There
has been no material adverse change in the financial condition of any Property
between June 30, 2005 and the date hereof and the same shall be true and
correct as of the Closing Date.


 


(d)                                 The
GP Contributors have delivered or made available or caused to be delivered or made
available to MCRLP true, complete and correct copies of the operative
organizational documents of each of Property LLLP and any successor
organization to such Property LLLP (collectively, the “Seller Organizational Documents”). The
Seller Organizational Documents, as applicable, constitute all of the material
documents, agreements and instruments with respect to the governance,
management and organization of each of the Property LLLPs and any successor
organization to such Property LLLP. Except as shall be required to effect the
Conversion, the Seller Organizational Documents shall not have been amended,
modified,


 


17

















 


supplemented,
terminated or otherwise changed in any manner as of the Closing Date. None of
the Property LLLPs owns, or any successor organization to such Property LLLP
shall own, directly or indirectly, any property or assets, other than the
Properties owned by such entity or any equity or voting interest in, or
otherwise control, any person or entity, except as may be expressly shown
on the Property Financials.


 


(e)                                  The
Contributors comprise all of the partners of the Property LLLPs or owners of
any successor organization to the Property LLLPs formed as a result of the
Conversion. There are no other partners of the Property LLLPs or owners of any
successor organizations the Property LLLPs formed as a result of the
Conversion.


 


(f)                                    Except
as set forth in the Property Financials, or except for accounts payable to
trade creditors in the ordinary course of business, none of the Property LLLPs,
or any predecessor entities thereto, has any liabilities of any nature
whatsoever, known or unknown, choate or inchoate, liquidated or unliquidated,
secured or unsecured, fixed or unfixed or contingent, including, without
limitation, any claim that is initiated after the Closing Date, but which claim
is based upon an event that occurred prior to the Closing Date and liabilities
evidenced by bonds, debentures, notes guarantees or similar instruments (“Undisclosed Liabilities”), with respect to
any Property, Property LLLP, or any predecessor entity thereto and,
notwithstanding anything to the contrary contained herein, the GP Contributors
agree to, and hereby do, indemnify and hold harmless MCRLP from and against any
such Undisclosed Liabilities arising at any time from and after the Closing.


 


7.3.                              In
order to induce MCRLP to perform as required hereunder, as of the date
hereof and as of the Closing Date, each GP Contributor represents and warrants
to MCRLP, severally as to itself and not jointly, as follows (it being
recognized and agreed, however, that the following representations shall be of
no force or effect in the event the transaction contemplated hereby is
structured as a transfer of all of the Properties by Deed in accordance with Section 1.2
hereof):


 


(a)                                  If
such GP Contributor is an individual, such GP Contributor has all requisite
power and authority to execute and deliver this Agreement and all other
documents and instruments to be executed and delivered by him hereunder, and to
perform all obligations hereunder and under such other documents and
instruments in order to contribute his or her respective Property Owner
Interest or cause the contribution of the Properties, as the case may be,
in accordance with the terms and conditions hereof.


 


(b)                                 If
such GP Contributor is an entity, such GP Contributor is a duly organized and
validly existing organization and in good standing organized under the laws of
its state of formation, has all requisite power and authority to execute and
deliver this Agreement and all other documents and instruments to be executed
and delivered by it hereunder, and to perform its obligations hereunder
and under such other documents and instruments in order to contribute the
Exchange Property in accordance with the terms and conditions hereof. All
necessary actions of owners of such GP Contributor to confer such power and
authority upon the persons executing this Agreement and all documents which are
contemplated by this Agreement on its behalf have been duly taken.


 


18

















 


(c)                                  This
Agreement, when duly executed and delivered, will be the legal, valid and
binding obligation of such GP Contributor, enforceable in accordance with the
terms of this Agreement. The performance by such GP Contributor of its/his
duties and obligations under this Agreement and the documents and instruments
to be executed and delivered by it/him hereunder will not conflict with, or
result in a breach of, or default under, any provision of any of the
organizational documents of such GP Contributor, if applicable, or any
agreements, instruments, decrees, judgments, injunctions, orders, writs, laws, rules or
regulations, or any determination or award of any court or arbitrator, to which
such GP Contributor is a party or by which its/his assets are or may be
bound. Such GP Contributor has good and
marketable title to, is the exclusive legal and equitable owner of, and has the
unrestricted power and right to contribute, assign and deliver the Transferred
Interest free and clear of all encumbrances of any kind or nature other than
liens for Taxes that are not yet due and payable. No consent or approval
of any person, entity or Governmental Authority or agency is required with
respect to the execution and delivery of this Agreement by such Contributor or
the consummation by such Contributor of the transaction contemplated hereby or
the performance by such Contributor of its/his obligations hereunder. For
purposes of this Agreement, “Governmental
Authority” shall mean the federal, state, county or municipal
government, or any department, agency, bureau or other similar type body
obtaining authority therefrom, or created pursuant to any law.


 


(d)                                 Each
GP Contributor owns its respective interest in the Property LLLP and such
interest will, as of Closing, be owned by such Contributor free and clear of
all liens, encumbrances, claims and rights of others, except for liens for
Taxes not yet due and payable. None of the Contributors who has or has had an
ownership interest in a Property LLLP has heretofore assigned or encumbered any
of its interests in such Property LLLP.


 


(e)                                  None
of the Contributors nor any of its or their affiliates, nor any of their
respective partners, or to each Contributor’s knowledge, any of their members,
shareholders or other equity owners, and none of their respective employees,
officers, directors, representatives or agents, is a person or entity with whom
U.S. persons or entities are restricted from doing business under regulations
of the Office of Foreign Asset Control (“OFAC”)
of the Department of the Treasury (including, without limitation, those named
on OFAC’s Specially Designated and Blocked Persons List) or under any statute,
executive order (including the September 24, 2001, Executive Order
Blocking Property and Prohibiting Transactions with Persons Who Commit,
Threaten to Commit, or Support Terrorism), or other governmental action.


 


(f)                                    Each
GP Contributor hereby acknowledges its understanding that the issuance of the
Contributor Units is intended to be exempt from registration under the
Securities Act of 1933, as amended, and the rules and regulations in
effect thereunder (the “Securities Act”).


 


(g)                                 In
furtherance thereof, and in order to induce MCRLP to issue the Contributor
Units to each GP Contributor hereunder, each GP Contributor represents and
warrants to MCRLP, severally as to itself and not jointly, as follows:


 


(i)                                     Such
GP Contributor is acquiring the Contributor Units solely for its/his own account
for the purpose of investment and not as a nominee or agent for any other
person and not with a view to, or for offer or sale in connection with, any
distribution of any thereof. Such GP Contributor agrees and acknowledges that
it/he is


 


19

















 


not permitted to offer,
transfer, sell, assign, pledge, hypothecate or otherwise dispose of (“Transfer”) any of the GP Contributor Units
except as provided in this Agreement and the OP Agreement.


 


(ii)                                  Such
GP Contributor is knowledgeable, sophisticated and experienced in business and
financial matters. Such Contributor fully understands the limitations on
transfer described in this Agreement and the OP Agreement. Such GP Contributor
is able to bear the economic risk of holding the Contributor Units for an
indefinite period and is able to afford the complete loss of its/his investment
in the Contributor Units. Such GP Contributor has received and reviewed the OP
Agreement and had the opportunity to review the documents filed by the Company
since its inception and MCRLP since 1998 under the Securities Exchange Act of
1934, as amended (the “Exchange Act”),
and all registration statements and related prospectuses and supplements filed
by the Company and declared effective under the Securities Act (collectively,
and in each case including all exhibits and schedules thereto and documents
incorporated by reference therein, the “SEC
Documents”) and has been given the opportunity to obtain any
additional information or documents and to ask questions and receive answers
about such documents, as well as the Company and MCRLP and the business and
prospects of the Company and MCRLP which such GP Contributor deems necessary to
evaluate the merits and risks related to its/his investment in the Contributor
Units.


 


(iii)                               Such
GP Contributor acknowledges that it/he has been advised that (i) the
Contributor Units must be held indefinitely, and such Contributor will continue
to bear the economic risk of the investment in the Contributor Units, unless
the Contributor Units are redeemed pursuant to the OP Agreement or are
subsequently Transferred or registered under the Securities Act or an exemption
from such registration is available, (ii) it is not anticipated that there
will be any public market for the Contributor Units at anytime, (iii) Rule 144
promulgated under the Securities Act may not be available with respect to
the sale of any securities of MCRLP (and that upon redemption of the
Contributor Units in MCRLP for shares of Common Stock a new holding period
under Rule 144 may commence), and MCRLP has made no covenant, and
makes no covenant, to make Rule 144 available with respect to the sale of
any securities of MCRLP, (iv) a restrictive legend as set forth in Section 7.5
below shall be placed on the certificates representing the Contributor Units,
and (v) a notation shall be made in the appropriate records of MCRLP
indicating that the Contributor Units are subject to restrictions on transfer.


 


(iv)                              Such
GP Contributor also acknowledges that:  (i) the
redemption of Contributor Units for, at the option of MCRLP acting through the
Company, shares of Common Stock is subject to certain restrictions contained in
the OP Agreement; and (ii) the shares of said Common Stock which may be
received upon such a redemption may, under certain circumstances, be restricted
securities and be subject to limitations as to transfer, and therefore subject
to the risks referred to in subsection (c) above. Notwithstanding
anything herein or in the OP Agreement to the contrary, Contributor hereby
acknowledges and agrees that it/he may not exercise the Redemption Rights
(as


 


20

















 


defined in the OP Agreement)
until after the date which is one year from the Closing Date.


 


(v)                                 Such
GP Contributor is an “accredited investor” (as such term is defined in Rule 501(a) of
Regulation D under the Securities Act).


 


7.4.                              Except
as otherwise specifically stated in this Agreement, the representations,
warranties and agreements set forth in this Agreement or in any document,
agreement or estoppel delivered pursuant to this Agreement shall survive the
Closing Date for a period of twelve (12) months and thereafter shall be deemed
to be extinguished unless written notice of a breach of any such
representation, warranty or agreement is delivered to the other party within
such twelve (12) month period. If any such notice is delivered, the
representation, warranty or agreement upon which such claim or breach is based
shall survive for the applicable period of the statute of limitations. Notwithstanding
the foregoing, (i) the representations, warranties and agreements set
forth in Section 7.2 hereof shall survive the Closing Date until the later
of (x) two (2) years after the Closing Date, or (y) March 31, 2008, (ii) the
agreements set forth in Section 9.1 shall survive the Closing Date for a
period of three (3) years thereafter, and (iii) the representations,
warranties and agreements set forth in Sections 7.3, 11.1 and 13.2 shall
survive for the applicable period of the statute of limitations.


 


7.5.                              The
Contributors hereby acknowledge that each Certificate representing the
Contributor Units shall bear the following legend:


 


“THE UNITS REPRESENTED BY
THIS CERTIFICATE OR INSTRUMENT MAY NOT BE TRANSFERRED, SOLD, ASSIGNED,
PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE,
ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE
PROVISIONS OF THE SECOND AMENDED AND RESTATED PARTNERSHIP AGREEMENT DATED AS OF
DECEMBER 11, 1997 (A COPY OF WHICH IS ON FILE WITH THE OPERATING
PARTNERSHIP), AS AMENDED, AND THAT CERTAIN CONTRIBUTION AND EXCHANGE AGREEMENT
BY AND BETWEEN THE PERSONS IDENTIFIED THEREIN AS CONTRIBUTORS AND THE OPERATING
PARTNERSHIP MADE                            ,
2005 (A COPY OF WHICH IS ON FILE WITH THE OPERATING PARTNERSHIP; THE “EXCHANGE
AGREEMENT”). EXCEPT AS OTHERWISE PROVIDED IN SUCH AGREEMENTS, NO TRANSFER,
SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE UNITS
REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT (A) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “ACT”), OR (B) IF THE OPERATING PARTNERSHIP HAS BEEN FURNISHED WITH A
SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER THAT SUCH TRANSFER, SALE,
ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE
PROVISIONS OF SECTION 5 OF THE ACT AND THE RULES AND REGULATIONS IN
EFFECT THEREUNDER. IN ADDITION, THE UNITS ARE SUBJECT TO THE PROVISIONS OF SECTION 19
OF THE EXCHANGE AGREEMENT.”


 


7.6.                              Each
GP Contributor and each Property LLLP acknowledges that it/he is not in a
significantly disparate bargaining position with respect to MCRLP in connection
with the


 


21

















 


transactions contemplated by
this Agreement and that such GP Contributor and each Property LLLP was
represented by legal counsel in connection with these transactions.


 


7.7.                              If,
prior to the Closing, any of those individuals listed in Schedule 7.7
(“MCRLP Knowledge Persons”) obtain actual
knowledge, without an obligation to investigate and without being responsible
for the knowledge of any other person or any imputed knowledge, that is
inconsistent with any representation or warranty made by the GP Contributors or
the Property LLLPs in which any GP Contributor is a partner in this Article 7
or elsewhere in this Agreement, and MCRLP shall elect to proceed with the
Closing notwithstanding such knowledge, then MCRLP shall be deemed to have
waived any claim against the GP Contributors on account of such inconsistency;
provided, however, that if the GP Contributors or the Property LLLPs in which
any GP Contributor is a partner had actual knowledge of such inconsistent
information at the time the representation or warranty was made, and MCRLP
gives Contributors’ counsel (as designated in Article 26 of this
Agreement) written notice of such inconsistent information and the consequent
breach of such representation or warranty prior to the Closing, then the GP
Contributors shall remain liable to MCRLP following the Closing on account of
the breach of such representation or warranty.


 


7.8.                              As
used in this Agreement, knowledge (or words of similar import) of any Property
LLLP means the actual knowledge of the GP Contributor that is a general partner
of such Property LLLP, as contrasted with any concept of imputed or implied
knowledge and without any independent investigation and without assuming any
duty to conduct any such independent investigation, except that each GP
Contributor shall be deemed to have actual knowledge of any matter of which the
following individuals shall have actual knowledge:  Doug Erdman, President of CRC Commercial (“CRC”) Dennis Burke, Vice President of Leasing of CRC, and
Bill McClain, Vice President of Property Management of CRC.


 


7.9.                              No
representation or warranty made by such GP Contributor or any Property LLLP in
which such GP Contributor is a partner contained in this Agreement, and no
statement contained in any document, certificate, schedule or exhibit furnished
or to be furnished by or on behalf of such GP Contributor to MCRLP or any of
its designees or affiliates pursuant to this Agreement contains or will contain
any untrue statement of a material fact or omits or will omit to state any
material fact necessary, in light of the circumstances under which it was or
will be made, in order to make the statements herein or therein not misleading
or necessary in order to fully and fairly provide the information required to
be provided in any such document, certificate, schedule or exhibit.


 


8.                                      COVENANTS
OF THE GP CONTRIBUTORS AND THE PROPERTY LLLPs.


 


8.1.                              Each
GP Contributor and any Property LLLP in which such GP Contributor is a partner,
covenants and agrees that between the date hereof and the Closing Date, it/he
shall perform or observe or cause to be performed or observed the
following:


 


(a)                                  The
GP Contributor and any Property LLLP in which such GP Contributor is a partner,
will operate and maintain or cause to operate or maintain the Properties in the
ordinary course of business and use commercially reasonable efforts to
reasonably preserve for MCRLP the relationships of the GP Contributors and the
Property LLLPs with Tenants, suppliers,


 


22

















 


managers, employees,
service providers and others having on-going relationships with the Properties.
The GP Contributor and any Property LLLP in which such GP Contributor is a
partner will continue to perform or conduct any capital improvement or
capital expenditure program currently in process in the ordinary course of
business. Neither the GP Contributors nor the Property LLLPs will defer taking
any actions or spending any funds, or otherwise manage the Properties
differently, due to the pending sale of the Properties.


 


(b)                                 The
GP Contributors and the Property LLLPs, as landlord, will not enter into any
new Leases with respect to the Properties, or renew or modify any Lease,
without MCRLP’s prior written consent, which consent shall not be unreasonably
withheld or delayed prior to the expiration of the Inspection Period and,
thereafter, shall be granted or withheld in the sole and absolute discretion of
MCRLP. In the event the proposed new or modified Lease contemplates that the
landlord will perform tenant improvement work on a “turn-key” basis (a “Turn-Key Lease”) (i.e., that the
Landlord is to provide specified tenant improvements and renovations as opposed
to the Landlord granting an allowance to the tenant for such purpose), the
request for MCRLP’s consent, shall include, in addition to the proposed lease
and background information about the proposed tenant, a proposed preliminary
space plan and office layout and a preliminary cost estimate of the proposed
work to be provided by the Landlord. MCRLP shall have five (5) business
days from the receipt of both the written request from the Property LLLP and
all the required documentation and information regarding any new or modified
Lease to notify the Property LLLP whether or not to grant its consent to such
Lease. If it fails to respond within such five (5) business day period,
MCRLP’s consent shall be deemed granted. With respect to all Turn-Key Leases
executed after August 1, 2005, MCRLP shall be entitled to receive all of
the following in connection with such Leases, as and when same become
available: construction drawings and plans as revised from time to time; all
requisitions for payment submitted by contractors with respect to the “turn-key”
work; all change orders issued with respect to such work; and all budgets prepared
from time to time by the contractors and/or the managing agent with respect to
such work. As the work under any Turn-Key Lease executed after August 1,
2005 is performed, MCRLP shall have the right to approve, in its reasonable
discretion, all material changes to the drawings and plans for such work and
all material change orders that would increase the cost of such work. As used
herein, the term “material” as relates to change-orders or changes in drawings
and plans shall mean changes that increase the cost of the work to be performed
by the Landlord under the Turn-Key Lease by more than ten percent (10%). In
addition, the Property LLLP shall enter into a construction contract with the
contractor or contractors performing all work under any such Turn-Key Lease on
a form reasonably acceptable to MCRLP, and any material modifications of such
construction contract shall be subject to MCRLP’s prior approval, which shall
not be unreasonably withheld, delayed or conditioned and which shall be deemed
granted if MCRLP fails to respond to a request for consent within five (5) business
days after receipt of such request. If the work under any such Turn-Key Lease
has not been completed at the time of the Closing hereunder, if requested by
MCRLP, the GP Contributors shall arrange for CRC or any designated employee of
CRC to continue to be available for a reasonable period of time to supervise
and coordinate completion such work after the Closing at a compensation rate to
be agreed upon.


 


(c)                                  If
prior to the Closing Date the GP Contributor or any Property LLLP in which such
GP Contributor is a partner, shall have received from the holder of any
mortgage, any written notice requiring any repair work to be done on any
Property, the GP Contributor or any


 


23

















 


Property LLLP
in which such GP Contributor is a partner, will promptly commence same and
thereafter diligently pursue such work at their own cost and expense until the
Closing Date and shall provide a credit against the Consideration for the
estimated cost of all work remaining uncompleted as of the Closing Date.


 


(d)                                 Neither
the GP Contributor nor the Property LLLPs shall:


 


(i)                                     Enter
into any agreement requiring the Contributors or the Property LLLPs to do work
for any Tenant after the Closing Date without first obtaining the prior written
consent of MCRLP, except for work under Leases approved or deemed approved by
MCRLP;


 


(ii)                                  Accept
the surrender of any Service Contract or Lease, or grant any concession,
rebate, allowance or free rent, without MCRLP’s prior written consent, which
consent shall not be unreasonably withheld or delayed prior to the expiration
of the Inspection Period and thereafter shall be provided at the sole and
absolute discretion of MCRLP;


 


(iii)                               Apply
any Security Deposits with respect to any Tenant in occupancy on the Closing
Date, without MCRLP’s prior written consent, which consent shall not be
unreasonably withheld or delayed prior to the expiration of the Inspection
Period and thereafter shall be provided at the sole and absolute discretion of
MCRLP;


 


(iv)                              Renew,
extend or modify any of the Service Contracts, without MCRLP’s prior written
consent, which consent shall not be unreasonably withheld or delayed prior to
the expiration of the Inspection Period and thereafter shall be provided at the
sole and absolute discretion of MCRLP;


 


(v)                                 Remove
any Personal Property located in or on the Properties, except as may be
required for repair and replacement. All repairs and replacements shall be free
and clear of liens and encumbrances (except for the lien of the Existing Loan
Documents) and shall be of quality at least equal to the repaired or replaced
items and shall be deemed included in this sale, without cost or expense to
MCRLP; or


 


(vi)                              Cause
or permit any Property (any portion of such property), or any interest therein,
to be alienated, mortgaged, licensed, encumbered or otherwise be transferred.


 


(e)                                  Upon
request of MCRLP at any time after the date hereof, each GP Contributor and any
Property LLLP in which such GP Contributor is a partner, shall assist MCRLP in
its preparation of audited financial statements, statements of income and expense, all at MCRLP’s sole cost
and expense and such other documentation as MCRLP may reasonably request,
covering the period of such Contributor’s ownership of any Property.


 


(f)                                    Until
Closing hereunder, each GP Contributor and any Property LLLP in which such GP
Contributor is a partner will make all required payments under any mortgage
affecting any Property within any applicable grace period, but without
reimbursement by MCRLP thereof. Each GP Contributor shall also comply with all
other terms, covenants, and conditions of any


 


24

















 


mortgage on
any Property and the terms, covenants, and conditions of the Existing Loan
Documents, if applicable, in each case, which, if not complied with, shall
result in a default thereunder.


 


(g)                                 Up
to and including the Closing Date, each Property LLLP agrees to maintain and
keep or cause to be maintained and kept such hazard, liability and casualty
insurance policies in full force and effect in such amounts and covering such
risks as such Property LLLP has carried in the past in the ordinary course of
business and in accordance with the terms of the Existing Loan Documents, if
applicable.


 


(h)                                 Upon
written notice from MCRLP given and received at least thirty (30) days prior to
the Closing Date, the GP Contributor and any Property LLLP in which such GP
Contributor is a partner, shall promptly cancel or cause to be cancelled, at
their sole cost and expense, those Service Contracts which MCRLP elects not to
assume effective as of the Closing hereunder to the extent cancelable; it being
understood and agreed the Property LLLPs shall pay or cause to be paid any
penalties incurred as a result of any such termination. MCRLP has notified the
Property LLLPs that all existing cleaning contracts and management contracts
relating to the Property shall be cancelled as of the Closing hereunder, but
MCRLP acknowledges that the cleaning contract with Capital Building Maintenance
Corp. will not be cancelled as of the Closing because it provides for a 120-day
notice before the cancellation can become effective and that MCRLP shall
provide any notice of cancellation of such contract not earlier than the
Closing. It is further understood and agreed that MCRLP does not intend to
terminate the existing contracts with the vendors providing electricity to the
Properties prior to the Closing, but at any time thereafter, if requested in
writing by MCRLP, the GP Contributors will send a notice of termination of such
contracts to such vendors, provided the GP Contributors are held harmless from
any termination fees or costs associated with such termination.


 


(i)                                     Each
Property LLLP shall permit or cause to permit MCRLP and its authorized
representatives to inspect the Books and Records (as defined below) of the
Property LLLPs at all reasonable times. All Books and Records not conveyed to
MCRLP hereunder shall be maintained for MCRLP’s inspection at Community Realty
Company, Inc., 6305 Ivy Lane, Suite 202, Greenbelt, Maryland 20770.


 


(j)                                     All
violations of statutes, ordinances, rules, regulations, orders, codes,
directives or requirements affecting any Property, noted in the records of or
issued by any Governmental Authorities and of which the GP Contributors have
received written notice shall be complied with by Property LLLP prior to the
Closing and each Property shall be conveyed free of any such violations,
including, without limitation, violations of Environmental Laws.


 


(k)                                  Each
Property LLLP and each GP Contributor shall:


 


(i)                                     Promptly
notify MCRLP of, and promptly deliver to MCRLP, a certified true and complete
copy of any Notice that such GP Contributor or a Property LLLP may receive,
on or before the Closing Date from any Governmental Authority, concerning a
violation of Environmental Laws or Discharge of Contaminants;


 


25

















 


(ii)                                  Contemporaneously
with the execution and delivery of this Agreement, and subsequently, promptly
upon receipt by such GP Contributor or its/his representative or Property LLLP,
deliver to MCRLP a certified true and complete copy of all Environmental
Documents in its possession or control; and


 


(iii)                               Promptly
notify MCRLP if such GP Contributor obtains actual knowledge that any of the
representations and warranties set forth in Article 7 of this Agreement
have become untrue in any respect or will be untrue on the Closing Date.


 


8.2.                              Each
GP Contributor represents on behalf of itself and each of the Property LLLPs
that set forth on Schedule 8.2
annexed hereto are the only proceedings now pending for a reduction in the
assessed valuation of the Property or the Option Property. The GP Contributors
agree to settle or withdraw all such proceedings prior to the Closing. Notwithstanding
the foregoing, the GP Contributor shall not litigate or settle or cause to be
litigated or settled any such matters without MCRLP’s prior written consent,
not to be unreasonably withheld, if such litigation or settlement shall affect
the current tax year or any future tax year. MCRLP, in MCRLP’s sole discretion,
is hereby authorized by each GP Contributor, and each GP Contributor represents
that it has authority from each Property LLLP to file any applicable proceeding
for any tax years following the last tax year set forth on Schedule 8.2.
The net refund of Taxes, if any, for any tax year for which the Property LLLPs
or MCRLP shall be entitled to share in the refund shall be divided between the
Property LLLPs and MCRLP in accordance with the apportionment of Taxes pursuant
to the provisions hereof. All expenses in connection therewith, including
counsel fees, shall be paid for by the party entitled to the benefits thereof,
with a pro-rata sharing between the Property LLLPs and MCRLP for
any tax year in which both parties are entitled to a portion of the refund. The
provisions of this Section shall survive the Closing Date.


 


8.3.                              To
the extent that any promotional material, marketing materials, brochures,
photographs are not in the possession of the Contributors or the Property
LLLPs, the Contributors shall cause the holders or owners of same to deliver
such materials to MCRLP, without cost or expense, which obligation shall survive
the Closing.


 


9.                                      LEASING
COMMISSIONS AND TENANT IMPROVEMENT OBLIGATIONS.


 


9.1.                              The
Property LLLPs shall be liable for (i) all leasing costs, including but
not limited to brokerage commissions, tenant improvement and refurbishment
obligations and allowances, any other Tenant inducements such as relocation
expenses and rental payments to third parties and attorneys’ fees and expenses,
payable in connection with all Leases in existence prior to August 1, 2005
(excluding leasing costs payable with respect to extension, expansion and
renewal options which have not been exercised, and extension, expansion and
renewal agreements which have not been entered into prior to August 1,
2005) and (ii) the Contributor’s “proportionate share,” as defined below,
of all leasing costs payable with respect to any new Lease executed and
delivered by the parties thereto between August 1, 2005 and the Closing
Date (including any extension, expansion and renewal options which have been
exercised, and extension, expansion and renewal agreements which have been
entered into, between August 1, 2005 and the Closing Date) pursuant to the
terms of this Agreement. The Contributor’s “proportionate share” of all leasing
costs payable with respect to any new Lease entered into


 


26

















 


between August 1, 2005 and
the Closing Date shall be equal to the proportion that the number of days from
the commencement date of such Lease to the Closing Date bears to the total
number of days during the primary term of such new Lease, and MCRLP’s “proportionate
share” of all leasing costs payable with respect to any new Lease entered into
between August 1, 2005 and the Closing Date shall be equal to the
proportion that the number of days from the Closing Date to the termination
date of the primary term of such new Lease bears to the total number of days
during the primary term of such new Lease. For the avoidance of doubt, if the
commencement date of any new Lease entered into between August 1, 2005 and
the Closing Date occurs after the Closing Date, then the Contributor’s “proportionate
share” of all leasing costs payable with respect to such Lease shall be 0%, and
MCRLP’s “proportionate share” of all leasing costs payable with respect to such
Lease shall be 100%. Those leasing costs for which the Contributor’s will be
responsible under this Section 9.1 are hereinafter referred to as “Contributors’ Lease Costs”; and those leasing costs for
which MCRLP will be responsible pursuant to the terms of this Section 9.1
are hereinafter referred to as “MCRLP’s Lease Costs”.
Notwithstanding anything to the contrary contained herein, it is understood and
agreed that MCRLP’s Lease Costs shall include the leasing commissions listed in
Schedule 7.1(k) that may become
payable in the future if any of those Tenants listed in Schedule 7.1(k)
with early termination rights do not in fact exercise those rights
(notwithstanding that such Leases were in existence prior to August 1,
2005). Each of the Property LLLPs agrees to indemnify and hold MCRLP harmless
from and against, and agrees to reimburse MCRLP with respect to, any and all
claims, demands, causes of action, losses, damages, liabilities, costs and
expenses (including reasonable attorneys’ fees and court costs) suffered or
incurred by MCRLP and relating directly or indirectly to Contributors’ Lease
Costs. MCRLP agrees to indemnify and hold the Contributors harmless from and
against, and, agrees to reimburse the Contributors with respect to, any and all
claims, demands, causes of action, losses, damages, liabilities, costs and
expenses (including reasonable attorneys’ fees and court costs) suffered or
incurred by the Contributors and relating directly or indirectly to MCRLP’s
Lease Costs. The Property LLLPs shall have a right at Closing to direct, in
writing, that a portion of the Contributor Units otherwise distributable to the
Contributors be issued to CRC; provided, however: (i) CRC is an “accredited
investor” (as such term is defined in Rule 501(a) of Regulation D
under the Securities Act); (ii) CRC executes and delivers to MCRLP a
subscription agreement covering such matters as MCRLP may reasonably
request; (iii) CRC agrees to execute and/or deliver such other documents
instruments and/or information required by MCRLP in connection with its
issuance of Units; and (iv) such further agreements as may be
reasonably agreed upon by the parties hereto.


 


9.2.                              Notwithstanding
anything to the contrary set forth herein, in no event shall MCRLP have any
liability to pay any leasing or brokerage fees or commissions to Community
Realty Co., Inc., or any brokers or employees thereof, on account of any
leases whatsoever regardless when signed.


 


9.3.                              The
Lease with General Services Administration (“GSA”)
at 9200 Edmonston Road (the “GSA Edmonston Lease”)
provides that GSA shall be provided an allowance in the amount of $922,314 by
the landlord for the purpose of paying for tenant renovations at the leased
premises and relocation costs. Under the GSA Edmonston Lease, all of such
allowance has been paid to GSA. If as a result of an audit of such allowance by
GSA after the Closing it is determined that the landlord thereunder owes to GSA
any additional sums on account of such


 


27

















 


allowance, the Property LLLP owning
9200 Edmonston Road shall remain liable to MCRLP for the amount of such
additional sum. The Property LLLP owning 9200 Edmonston Road agrees to deliver
to MCRLP at Closing all books and records relating to such allowance and the
renovations for which such allowance was granted.


 


9.4.                              It
is understood and agreed that from and after the Closing Date, all obligations
and liabilities of the Property LLLPs under Sections 9.1 and 9.3 hereof shall
be enforceable against the GP Contributors; provided, however, that the GP
Contributors shall have no personal liability for such obligations or
liabilities and MCRLP’s sole remedy with respect to such obligations and
liabilities shall be to recover from the Escrow Pool pursuant to Section 25.4
hereof, except as otherwise provided in the next sentence. Notwithstanding the
foregoing, the GP Contributors shall have personal liability for the brokerage
commissions for which the Property LLLPs are liable under clause (i) of Section 9.1
above (but not for any of the other leasing costs listed in said clause (i))
and such personal liability shall not be limited to recovery against the Escrow
Pool provided in Section 25.4 hereof, nor shall such personal liability be
subject to the limitations set forth in Section 25.6 hereof.


 


10.                               ESTOPPEL
CERTIFICATES.


 


10.1.                        On or
prior to the date hereof, each Property LLLP agrees to deliver or cause to be
delivered to each Tenant an estoppel certificate in the form annexed
hereto as Schedule 10.1 or in the form attached
as Exhibit O with respect to GSA
leases for Tenant’s execution, completed to reflect the Tenant’s particular
Lease status. Each Property LLLP agrees use commercially reasonable efforts to
obtain or cause to be obtained from all Tenants the estoppel certificates in
such form; provided, however, that if any Tenant shall refuse to
execute an estoppel letter in such form, such Property LLLP shall nevertheless
be obligated use commercially reasonable efforts to obtain estoppel
certificates in the form in which each Tenant is obligated to deliver same
as provided in its Lease. Each Property LLLP agrees to deliver or cause to be
delivered to MCRLP, promptly upon receipt, copies of all estoppel letters
received by Tenants, in the form received by such Contributor. The
estoppel certificates required to be obtained pursuant to this Section 10.1
are collectively referred to as the “Estoppel Certificates”.


 


10.2.                        As a
condition to Closing, the Property LLLPs may deliver or cause to be
delivered: (i) an Estoppel Certificate from each Tenant which leases space
at the Property in excess of 7,000 square feet or more in the aggregate (each a
“Major Tenant”); and (ii) Estoppel
Certificates from the remaining Tenants leasing at least seventy-five (75%)
percent of the aggregate remaining square footage of each Property. In the
event that the Property LLLPs are unable to obtain an Estoppel Certificate from
Tenants other than a Major Tenant, sufficient to satisfy the aforesaid 75% of
the aggregate square foot requirement, the Property LLLPs and GP Contributors may deliver
or cause to be delivered a so-called “Seller’s Estoppel
Certificate” for such Tenants as shall be required to satisfy such
requirement covering those matters that would have been covered had such Tenant
delivered an estoppel certificate in the form attached hereto, which
Sellers Estoppel Certificate may be limited to the Contributors’
knowledge, as appropriate. Notwithstanding the immediately preceding sentence,
MCRLP may in its sole and absolute discretion accept a Seller’s Estoppel Certificate
for a Major Tenant in lieu of the Estoppel Certificate described in (i) above.


 


28

















 


10.3.                        In
addition to the requirements in Section 10.1 above, for an Estoppel
Certificate to be deemed acceptable for purposes of this Agreement, such
Estoppel Certificate (i) must not indicate any material defaults or
delinquent rent payment, (ii) must certify that the Tenant’s most recent
rental payment under its Lease was made not more than one (1) month prior
to the month in which the Closing occurs, (iii) otherwise be consistent
with the Rent Roll and the Contributor’s other representations and warranties
in Article 7 and (iv) not allege a default by landlord under the
Tenant’s Lease. Contributors shall deliver or cause to be delivered to MCRLP
all responses received from Tenants in connection with Contributors’ request
for such Estoppel Certificate.


 


11.                               REPRESENTATIONS
AND WARRANTIES OF MCRLP AND THE COMPANY.


 


11.1.                        In order
to induce each Contributor to perform as required hereunder or under the LP Contributors Joinder Agreement,
MCRLP and the Company hereby warrant and represent the following:


 


(a)                                  MCRLP
is a limited partnership duly organized and validly existing and in good
standing under the laws of the State of Delaware and the Company is a
corporation duly organized and validly existing and in good standing under the
laws of the State of Maryland. Each of the Company and MCRLP has all requisite
power and authority to execute this Agreement and execute and deliver all other
documents and instruments to be executed and delivered hereunder, and to perform its
obligations hereunder and under such other documents and instruments in order
to acquire the Exchange Property in accordance with the terms and conditions hereof.
All necessary actions of MCRLP and the Company to confer such power and
authority upon the persons performing on behalf of MCRLP and the Company have
been taken.


 


(b)                                 This
Agreement and the agreements and other documents to be executed and delivered
by MCRLP hereunder, when duly executed and delivered, will be the legal, valid
and binding obligation of MCRLP, enforceable in accordance with the terms of
this Agreement. The performance by MCRLP of its duties and obligations under
this Agreement and the documents and instruments to be executed and delivered
hereunder by MCRLP will not conflict with, or result in a breach of, or default
under, any provision of any of the organizational documents of MCRLP or the
Company or any material agreements or instruments, or any decrees, judgments,
injunctions, orders, writs, laws, rules or regulations, or any
determination or award of any court or arbitrator, to which MCRLP or the
Company is a party or by which the assets of MCRLP or the Company are or may be
bound.


 


(c)                                  The
Contributor Units to be issued to the Contributors and the Common Stock of the
Company to be issued to the Contributors upon redemption of the Contributor
Units are duly authorized and, when issued by MCRLP or the Company, as the case
may be, will be fully paid and non-assessable, free and clear of any
mortgage, pledge, lien, encumbrance, security interest, claim or right of
interest of any third party of any nature whatsoever.


 


(d)                                 MCRLP
has furnished to each Contributor a true and complete copy of the OP Agreement,
as amended to date and will provide the GP Contributors copies of any and all
amendments thereto from and after the date hereof until the Closing Date.


 


29

















 


(e)                                  Neither
MCRLP nor the Company has made a general assignment for the benefit of
creditors, filed any voluntary petition in bankruptcy or suffered the filing of
any involuntary petition by its creditors, suffered the appointment of a
receiver to take possession of all, or substantially all, of its assets,
suffered the attachment or other judicial seizure of all, or substantially all,
of its assets, admitted in writing its inability to pay its debts as they come
due or made an offer of settlement, extension or composition to its creditors
generally.


 


(f)                                    The
Company has filed with the Securities and Exchange Commission the SEC Documents
required to date. As of their respective filing dates (or if amended, revised
or superseded by a subsequent filing with the Securities and Exchange Commission,
then on the date of such subsequent filing), the SEC Documents complied in all
material respects with the requirements of the Securities Act or the Exchange
Act, as the case may be, and none of the SEC Documents (including any and
all financial statements included therein) as of such dates contained any
untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading.


 


(g)                                 The
Company, (i) beginning with first its taxable year ended December 31,
1995, and through the most recent taxable year ended December 31, 2004,
has been subject to taxation as a REIT within the meaning of the Code and has
satisfied all requirements to qualify as a REIT for such years, (ii) has
operated, and currently intends to continue to operate, in such a manner as to
qualify as a REIT for the taxable year ending December 31, 2005 and all
subsequent taxable years, and (iii) has not taken or omitted to take any
action which could reasonably be expected to result in a challenge to its
status as a REIT, and to the knowledge of the Company, no such challenge is
pending or threatened.


 


(h)                                 MCRLP
(i) beginning with its first taxable year ended December 31, 1995,
has qualified as a partnership for federal income tax purposes (and is not
classified as an association taxable as a corporation for federal income tax
purposes), (ii) has operated, and intends to continue to operate, in such
a manner as to qualify as a partnership and avoid taxation as a corporation and
(iii) has not taken or omitted to take any action which would reasonably
be expected to result in a challenge to its status as a partnership, and to the
knowledge of the Company, no such challenge is pending or threatened.


 


12.                               CLOSING.


 


12.1.                        (a) The
consummation of the transactions contemplated hereunder (the “Closing”) shall take place at the offices of Seyfarth Shaw
LLP, 815 Connecticut Avenue, N.W., Suite 500, Washington, D.C. 20006, or
such other place as shall be mutually agreed by the parties hereto, on or about
fifteen (15) days following the satisfactory completion by MCRLP of its due
diligence review and the approval of the assignment of the Assumed Debt Amount
by the lenders (the “Closing  Date”); provided, however, the parties agree that if the
consents of all of the Assumed Debt Lenders have not been obtained as required
herein, then the Closing Date may be extended by either party to a date
that is five (5) days after all of the consents of the Assumed Debt
Lenders have been obtained, which date shall, in no event be latter than ninety
(90) days from the date of this Agreement (the “Outside
Closing Date”).


 


30

















 


(b)                                 If
the requisite consents or approvals for the Conversion have been obtained
pursuant to the terms hereof, then immediately prior to the Closing, the
applicable Contributors shall cause each of the applicable Property LLLPs to
delivery duly executed and acknowledged documents and instruments, each in form and
substance reasonably approved by the applicable Property LLLPs and MCRLP,
required or appropriate to cause the Conversion to be consummated pursuant to
the terms hereof.


 


12.2.                        On the
Closing Date each Contributor or Property LLLP, as applicable, at his or its
sole cost and expense, will deliver or cause to be delivered in escrow to the
Escrow Agent to be delivered to MCRLP or the entity otherwise provided below
upon satisfaction of all conditions to Closing set forth herein, the following
documents:


 


(a)                                  If
a Conversion has occurred, a duly executed assignment of the Transferred
Interest to MCRLP in the form annexed hereto as Exhibit P;


 


(b)                                 If
such Contributor is an entity, all organizational documents of such Contributor
including the partnership agreement or LLC agreement, as applicable, of such
Contributor, evidencing the power and authority of such Contributor to enter
into this Agreement and any documents to be delivered hereunder, and the enforceability
of same;


 


(c)                                  A
certificate indicating that the representations and warranties of such
Contributor made in this Agreement are true and correct as of the Closing Date;


 


(d)                                 A
certificate signed by such Contributor, or, if applicable, an officer or
partner of such Contributor in the form prescribed by Treasury Regulation Section 1445-2(b)(2) and
annexed hereto as Exhibit Q,
to the effect that such Contributor is not a “foreign person” as that term is
defined in Section 1445(f)(3) of Code, in order to avoid the
imposition of the withholding tax payment pursuant to Section 1445 of the
Code;


 


(e)                                  Each
Contributor’s Limited Agreement of Indemnity or Guaranty Agreement, duly
executed by such Contributor, if applicable;


 


(f)                                    All
original Leases and all other documents pertaining thereto, and certified
copies of such Leases or other documents where each Contributor, using its best
efforts, is unable to deliver originals of same;


 


(g)                                 All
other original documents or instruments referred to herein, including without
limitation the books, records, Tenant data, leasing material and forms,
original brokerage agreements, past and current rent rolls, files, statements,
tax returns, market studies, keys, access cards, codes, combinations, plans,
specifications, reports, tests and other materials of any kind owned by or in
the possession of any Contributor or any Property LLLP which are or may be
used by any Contributor or any Property LLLP in the use and operation of any
Property or Personal Property (collectively, “Books
and Records”), contracts and agreements for the servicing,
maintenance and operation of any Property, Licenses and Permits, and certified
copies of same where Contributors, using their best efforts, are unable to
deliver originals, provided however, for purposes of clarification, that Books
and Records shall not include the personal or other Tax returns of the
Contributors;


 


31

















 


(h)                                 A
letter to Tenants advising the Tenants of the transactions hereunder and
directing that rent and other payments thereafter be sent to MCRLP or its
designee, as MCRLP shall so direct;


 


(i)                                     If
the Conversion has not been consummated pursuant to the terms hereof, then duly
executed and acknowledged documents and instruments, each in form and
substance reasonably approved by the applicable Property LLLPs and MCRLP,
required or appropriate to effectuate the transfer of the Property to MCRLP
pursuant to the terms hereof, including, without limitation, the following: (i) a
special warranty deed with respect to each Property, in proper form for
recording, conveying such Property from the applicable Property LLLP to MCRLP,
subject only to the Permitted Encumbrances; (ii) a bill of sale conveying
any and all personal property owned by each Property LLLP, which bill of sale
shall contain no warranties representations by such Property LLLP, except that
the Property LLLP is the owner of and has not previously sold, transferred or
encumbered (other than in connection with the Existing Loan Documents) such
personal property; (iii) an assignment and assumption of each Property
LLLP’s right, title and interest in, to and under all Leases, Rents, Security
Deposits (including, without limitation, any and all documents or instruments
required or appropriate to transfer all Security Deposits held in the form of
a letter of credit), equipment, service and other contracts and/or agreements; (iv) a
general assignment of each Property LLLP’s right, title and interest in, to and
under all warranties and guaranties, permits, licenses and approvals, utility
deposits, site plans, surveys, plans and specification relating to each
Property, catalogues, books, manuals, files, logs, records, correspondence,
tenant lists, histories, brochures and other advertising materials and
Intangible Property.


 


(j)                                     An
assumption of the Existing Loan Documents duly executed by the Contributors
and/or the Property LLLPs and consented to by the Assumed Debt Lenders,
together with all original Existing Loan Documents and all other documents
pertaining thereto, and certified copies of such Existing Loan Documents where
each Contributor, using its best efforts, is unable to deliver originals of the
same;


 


(k)                                  The
Option Agreement duly executed by the Option Contributors and the Option
Property Owners;


 


(l)                                     A
termination of the existing CRC Management Agreement and a release from CRC
Management of any amounts owed thereunder;


 


(m)                               Audited
Property Financials for all Property LLLPs (except Tenth LLLP) as of and for
the years ending December, 31, 2002, 2003 and 2004 and reviewed Property
Financials for Tenth LLLP as of and for the years ending December, 31, 2002,
2003 and 2004;


 


(n)                                 An
opinion of Contributors’ counsel reasonably satisfactory to MCRLP with respect
to the existence, organization and authority of each Property LLLP and of the
authority of persons executing documents on behalf of each Property LLLP;


 


(o)                                 A
statement from each Contributor of such Contributor’s Contributor Debt Amount
(as defined in Section 21.1); and


 


32

















 


(p)                                 Such
other documents as may be reasonably required or appropriate to effectuate
the consummation of the transactions contemplated by this Agreement.


 


12.3.                        On the
Closing Date, MCRLP, at its sole cost and expense, will deliver or cause to be
delivered to each Contributor the following documents:


 


(a)                                  The
Certificate, duly executed by MCRLP;


 


(b)                                 An
agreement prepared by MCRLP and executed by the Company evidencing the
admission of such Contributor as a limited partner in MCRLP, and pursuant to
which such Contributor agrees to be bound by and assume all of the obligations
and to be entitled to all of the rights of a limited partner in MCRLP with
respect to the Contributor Units issued to such Contributor (the “Partnership Acknowledgment”);


 


(c)                                  Counterparts
of any applicable documents listed in Section 12.2(i) above;


 


(d)                                 An
assumption of the Existing Loan Documents duly executed by MCRLP;


 


(e)                                  The
Option Agreement duly executed by MCRLP;


 


(f)                                    The
Contributor’s Units and cash required to be paid as part of the
Consideration;


 


(g)                                 An
opinion from Seyfarth Shaw LLP to the effect that MCRLP has, since its taxable
year ended December 31, 1995, been treated as a partnership for all
federal income tax purposes and will continue so to qualify for its taxable
year ending December 31, 2005, and that, for taxable years thereafter,
based upon its current and proposed method of operation, MCRLP will be taxed as
a partnership and not as an association taxable as a corporation for all
federal income tax purposes;


 


(h)                                 An
opinion of MCRLP’s counsel reasonably satisfactory to the Contributors to the
effect that:


 


(i)                                     MCRLP
is a limited partnership duly organized, validly existing and in good standing
under the laws of the state of Delaware and the Company is a corporation duly
organized, validly existing and in good standing under the laws of the state of
Maryland and that each of MCRLP and the Company have all the requisite power
and authority to enter into the Agreement and perform their respective
obligations thereunder;


 


(ii)                                  The
Agreement and agreements and other documents required to be executed by MCRLP
pursuant to the Agreement constitute legal, valid and binding obligations of
MCRLP and are enforceable in accordance with their terms; and


 


(iii)                               The
Contributor Units when issued to the Contributors and the Common Stock of the
Company to be issued to the Contributors upon redemption of the Contributor
Units will be duly authorized and, when issued by MCRLP or the Company, as the
case may be, will be fully paid and non-assessable, free and clear of any
mortgage,


 


33

















 


pledge, lien, encumbrance,
security interest, claim or right of interest of any third party of any nature
whatsoever; and


 


(i)                                     Such
other documents as may be reasonably required or appropriate to effectuate
the consummation of the transactions contemplated by this Agreement.


 


12.4.                        Each party
shall be responsible for its own attorneys’ fees.


 


12.5.                        The
Property LLLPs shall be responsible for (i) one-half of the loan
assumption costs, if any, pertaining to the Assumed Debt Amount including legal
fees and application fees, (ii) all customary prorations and
apportionments, (iii) all fees and costs attributable to the transfer of
the Security Deposits, (iv) all fees and costs attributable to the
assignment of utility contracts and the transfer of warranties, (v) one-half
of all reasonable escrow fees and (v) one-half of any and all real estate
transfer and recordation taxes that arise from the transactions contemplated in
this Agreement.


 


12.6.                        MCRLP
shall be responsible for the costs of its due diligence investigations, all
customary prorations and apportionments and one-half of all reasonable escrow
fees and one-half of all real estate transfer and recordation taxes that arise
from the transactions contemplated in this Agreement. MCRLP shall be
responsible for all title insurance costs but only one-half of the costs
associated with the non-imputation endorsement.


 


13.                               ADJUSTMENTS.


 


13.1.                        The
following items with respect to the Properties are to be apportioned as of
midnight on the date immediately preceding the Closing:


 


(a)                                  All
paid rents, together with any other sums paid by tenants, under the Leases shall
be prorated as of the Closing Date. In the event that, at the time of Closing,
there are any past due or delinquent rents owing by any tenants of the
Properties, MCRLP shall use commercially reasonable efforts to collect such
delinquent rents and shall apply delinquent rents received after Closing (net
of any collection fees or expenses) first, to payment of current rent then due,
including for such purposes all rentals for the month in which the Closing Date
shall occur; second, to rents attributable to any period after the Closing
which are past due on the date of receipt; and thereafter, to delinquent rents
as of the Closing. The Contributors shall have the right, after Closing, to
proceed against tenants for rents allocable to the period of the Property LLLP’s
ownership of the Property but shall in no event seek to evict such tenants. In
the event that any sums paid by tenants under the Leases, including, without
limitation, any common area maintenance charges or shares of taxes or insurance
premiums, shall be based upon estimates of actual sums due and such sums cannot
be reconciled at Closing, the parties shall, on or before June 30, 2006,
make between themselves any adjustment required by reason of any difference
between such estimated amounts and the actual amounts of such sums. In the
event that any sums payable by tenants under the Leases, including, without
limitation, percentage rental, shall be payable after the Closing for periods
prior to Closing, the parties shall make between themselves at the time of
actual payment any adjustment (based upon their respective periods of
ownership) required by reason of the payment schedule. Further, in the event
that, subsequent to Closing, any Contributor receives any payments of rent or
other sums due from tenants under


 


34

















 


Leases such
Contributor shall properly endorse such payments to MCRLP, and shall promptly
forward such payments to MCRLP. The Contributors and MCRLP agree that (i) any
Tenant under a GSA Lease pays its Basic Rent in monthly installments in
arrears, (ii) inasmuch as such payment is made in arrears, all Basic Rent
under the GSA Lease which is attributable to the portion of the month in which
the Closing Date occurs which is prior to the Closing Date shall be credited to
Seller as an addition to the Purchase Price at Closing, (iii) MCRLP shall
be entitled to all Basic Rent under the GSA Lease to the extent it is collected
after the Closing Date, and (iv) if any Contributor receives any Basic
Rent or other sums under the GSA Lease which has been previously credited to
the Contributors under clause (ii) of this sentence or which is otherwise
payable to MCRLP under clause (iii) then and in any of such events such
Contributor shall promptly deliver the amount of such Basic Rent or other sums
to MCRLP.


 


(b)                                 A
cashier’s check to the order of MCRLP in the amount of all cash Security
Deposits and any prepaid rents, together with interest required to be paid
thereon. At the election of the Property LLLPs, such amount may be allotted
to MCRLP as a credit against the balance of the Consideration.


 


(c)                                  Utility
charges payable by the Contributors, including, without limitation,
electricity, water charges and sewer charges. If there are meters on the
Properties, the Contributors will cause readings of all said meters to be
performed not more than five (5) days prior to the Closing Date.


 


(d)                                 Amounts
payable under the Service Contracts other than those Service Contracts which
MCRLP has elected not to assume.


 


(e)                                  Real
estate taxes due and payable for the calendar year. If the Closing Date, shall
occur before the tax rate is fixed, the apportionment of real estate taxes
shall be upon the basis of the tax rate for the preceding year applied to the
latest assessed valuation. If subsequent to the Closing Date, real estate taxes
(by reason of change in either assessment or rate or for any other reason) for
any Property should be determined to be higher or lower than those that are
apportioned, a new computation shall be made, and the Contributors agree to pay
MCRLP any increase shown by such recomputation and vice versa.


 


(f)                                    The
value of fuel stored at any of the Properties, at the Contributors’ most recent
cost, including any related excise Tax or similar Taxes, on the basis of a
reading made within ten (10) days prior to the Closing by the Contributors’
supplier.


 


(g)                                 Amounts
incurred or accrued prior to the Closing Date or payable to or with respect to
any New Employee or other personnel (i.e., independent contractors of
the Property LLLPs or an affiliate of the Property LLLPs) for services
performed or otherwise including, without limitation, costs related to accrued
vacation time.


 


13.2.                        Promptly
following request by MCRLP, the Contributors shall deliver to MCRLP a list
additional rent, however characterized, under each Lease, including without
limitation, real estate taxes, electrical charges, utility costs and operating
expenses (collectively, “Additional Rents”)
billed to Tenants for the calendar year in which the Closing occurs (both on a
monthly basis and in the aggregate), the basis for which the monthly amounts
are being billed and the


 


35

















 


amounts incurred by the
Contributors on account of the components of Additional Rent for such calendar
year. Upon the reconciliation by MCRLP of the Additional Rents billed to
Tenants, and the amounts actually incurred for such calendar year, Contributors
and MCRLP shall be liable for overpayments of Additional Rents, and shall be
entitled to payments from Tenants, as the case may be, on a pro-rata basis
based upon each party’s period of ownership during such calendar year.


 


13.3.                        All
amounts due and owing under the Existing Loan Documents other than the
outstanding principal balance thereof, including by way of example accrued and
unpaid interest, deferred interest, late charges, default interest, prepayment
fees or penalties, and any and all other fees and charges, shall be paid by the
Contributors on or before the Closing. MCRLP shall reimburse the Contributors
for all escrows held by the Existing Lenders as of the Closing Date and
credited to the new borrower under the Assumed Debt.


 


13.4.                        If, on the
Closing Date, any Property or any part thereof shall be or shall have been
affected by an assessment or assessments which are or may become payable
in annual installments, all the unpaid installments of any such assessment due
and payable on or prior to the Closing Date shall be paid and discharged by the
Contributors on the Closing Date.


 


13.5.                        At the Closing,
the parties shall adjust for certain leasing costs in accordance with Section 9.1.


 


13.6.                        Except as
otherwise provided in this Agreement, the adjustments shall be made in
accordance with the customs and practice in respect of real estate closings in
the State of Maryland.


 


13.7.                        Any errors
in calculations or adjustments shall be corrected or adjusted as soon as
practicable after the Closing.


 


13.8.                        The
credits set forth in Sections 13.5 and 13.6 shall be made against the
Consideration. Any other amounts payable to the Contributors hereunder shall be
treated as distributions made to the Contributors from the relevant Property
LLLP immediately prior to the Closing.


 


13.9.                        At the
Closing, after payment of all obligations and payments required of the Property
LLLPs hereunder, all cash on hand in any accounts of any successor entity to
any Property LLLP shall be distributed to the Contributors.


 


14.                               CONDITIONS
PRECEDENT TO CLOSING.


 


14.1.                        The
obligations of each Contributor and/or Property LLLP, as applicable, to deliver
the Exchange Property and to perform the other covenants and obligations
to be performed by each Contributor on the Closing Date, shall be subject to
the following conditions (all or any of which may be waived, in whole or
in part, by such Contributor):


 


(a)                                  The
representations and warranties made by MCRLP herein shall be true and correct
in all material respects on the Closing Date with the same force and effect as
though such representations and warranties had been made on and as of the Closing
Date;


 


36

















 


(b)                                 MCRLP
shall have produced all documents as may be reasonably required or
appropriate to effectuate the consummation of the transactions contemplated by
this Agreement; and


 


(c)                                  MCRLP
shall have executed and delivered or caused to be executed and delivered to
such Contributor all of the documents provided herein for said delivery.


 


14.2.                        The
obligations of MCRLP to accept the Exchange Property and to perform the
other covenants and obligations on the Closing Date shall be subject to the
following conditions (all or any of which may be waived, in whole or in
part, by MCRLP):


 


(a)                                  The
representations and warranties made by each Contributor herein shall be true
and correct in all material respects on the Closing Date with the same force
and effect as though such representations and warranties had been made on and
as of the Closing Date;


 


(b)                                 Each
Contributor shall have performed all covenants and obligations undertaken by
such Contributor herein in all respects and complied with all conditions
required by this Agreement to be complied with or performed by it on or before
the Closing Date;


 


(c)                                  Each
GP Contributor and the Property LLLP in which such GP Contributor is a partner
has delivered or caused to be delivered to each Tenant an Estoppel Certificate
in a form annexed hereto as Schedule 10.1
(See, Exhibit O for form GSA
Estoppel Certificate) and the provisions of Sections 10.2 and 10.3 shall be
met;


 


(d)                                 Each
Contributor and the other Contributors collectively shall assign and transfer
the Transferred Interests, if applicable, free from all encumbrances, security
interests and liens whatsoever, representing, in the aggregate, all of the
partnership interests in each Property LLLP;


 


(e)                                  As
of the Closing Date, the Properties shall be free from all encumbrances,
security interests and liens whatsoever, other than Assumed Debt and Permitted
Encumbrances;


 


(f)                                    The
Title Company shall have issued a standard ALTA non-imputation endorsement;


 


(g)                                 The
Contributors shall have produced all documents as may be reasonably
required or appropriate to effectuate the consummation of the transactions
contemplated by this Agreement;


 


(h)                                 The
Rent Roll delivered to MCRLP at Closing shall be substantially the same as the
Rent Roll delivered to MCRLP during the Inspection Period, other than changes
in the ordinary course;


 


(i)                                     Subject
to the rights of either party to extend the Closing Date pursuant to the terms
of Section 12.1 above, on or prior to the Closing Date, as the same may be
extended as aforesaid, the Contributors and MCRLP have obtained (i) the
consent of the Assumed Debt Lenders to MCRLP’s assumption of the Assumed Debt
and (ii) the release of any Guarantors for matters first arising from and
after the Closing Date; and


 


37



















 


(j)                                     Each
Contributor shall have executed and delivered to MCRLP all of the documents provided for herein for said
delivery.


 


14.3.                        (a)                                  If
any condition precedent to Closing has not been satisfied on or before the
Closing Date, then the party whose conditions to Closing have not been
satisfied (the “Unsatisfied Party”)
shall give notice to the other party of the condition or conditions that the
Unsatisfied Party asserts are not satisfied. 
If the conditions specified in such notice are not satisfied within ten
(10) business days after receipt of such notice, then the party whose condition
precedent was not satisfied may terminate this Agreement, whereupon neither
party shall have any further rights or obligations hereunder (other than any
obligations of either party that expressly survive termination) and, unless the
failure was due to MCRLP’s default, the Deposit shall be returned to MCRLP.  Notwithstanding
anything contained herein to the contrary, if any of the conditions precedent
to MCRLP’s obligation to close, as set forth in Section 14.2, are not satisfied
within the ten (10) business day period specified above and the same are
reasonably susceptible of being cured, either party shall have the right to
extend such period in which to satisfy the unsatisfied condition for a period
of up to sixty (60) additional days, by giving notice thereof to MCRLP within
such ten (10) business day period. 
Further, either party shall have the right to waive the unsatisfied
condition or conditions, by notice to the other party within five (5) business
days after expiration of the applicable satisfaction period, without
satisfaction having occurred, in which event the Closing Date shall be the date
that is five (5) business days after receipt of such waiver notice.  If necessary, the Closing Date shall be
extended for the duration of any period of time required to satisfy the
condition, but in no event shall the Closing Date be extended beyond Outside
Closing Date.


 


(b)                                 If
the transactions contemplated by this Agreement close, the parties shall be
deemed to have waived any and all unmet or unsatisfied conditions, provided
that such waiver shall not be deemed a waiver of any breach by either party of
any of its covenants, representations and warranties hereunder.


 


15.                                 ASSIGNMENT.


 


15.1.                        This
Agreement may not be assigned by MCRLP to any other entity; provided, however,
that at Closing, MCRLP shall have the right to cause each Contributor to direct
the assignment of the Exchange Property and other closing instruments to any
entity in which MCRLP directly or indirectly owns one hundred percent (100%) of
the equity interests and which is treated for federal income tax purposes as
disregarded as an entity separate from MCRLP.


 


16.                                 BROKER.


 


16.1.                        Each
Property LLLP represents and warrants to MCRLP that the Property LLLPs have not
contacted or entered into any agreement with any real estate broker, agent,
finder, or any party in connection wit this transaction, except for Eastdil
Realty Company, LLC (“Contributor’s Broker”)
and that the Contributors have not taken any action which would result in any
real estate broker’s or finder’s fees or commissions being due and payable to
any party other than the Contributor’s Broker with respect to the Transaction
contemplated hereby.  The Contributors
will be solely responsible for the payment of the Contributor’s Broker’s


 


38

















 


commission in accordance with the provisions
of a separate agreement.  MCRLP hereby
represents and warrants to the Contributors that MCRLP has not contracted or
entered into any agreement with any real estate broker, agent, finder, or any
party in connection with this transaction and that MCRLP has not taken any
action which would result in any real estate brokerage or finder’s fees or
commissions being due or payable to any party with respect to the transaction
contemplated hereby.


 


16.2.                        Each
Property LLLP and MCRLP hereby indemnifies and agrees to hold each other
harmless from any loss, liability, damage, cost, or expense (including, without
limitation, reasonable attorneys’ fees) paid or incurred by the other party by
reason of a breach of the representation and warranty made by such party under
this Article 16.  Notwithstanding
anything to the contrary contained in this Agreement, the indemnities set forth
in this Section 16 shall survive the Closing or earlier termination of this
Agreement for a period of two (2) years.


 


16.3.                        It
is understood and agreed that from and after the Closing Date, all obligations
and liabilities of the Property LLLPs under Sections 16.1 and 16.2 hereof shall
be enforceable against the GP Contributors. 
The GP Contributors shall be personally liable for such obligations and
liabilities and such personal liability shall not be limited to recovery
against the Escrow Pool provided in Section 25.4 hereof, nor shall such
personal liability be subject to the limitations set forth in Section 25.6
hereof.


 


17.                                 CASUALTY LOSS.


 


17.1.                        If,
prior to the Closing, all or any portion of any Property is damaged by fire or
any other cause whatsoever, the Contributors shall promptly give MCRLP written
notice of such damage.  Risk of loss for
damage to all or any part of the Property by fire or other casualty from the
date hereof through the Closing Date will be on the Contributors.


 


17.2.                        If
the cost for repairing such damage is less than TWO MILLION DOLLARS
($2,000,000) (as determined by the Contributors’ independent insurer), then
MCRLP shall have the right at Closing to receive the amount of the deductible
plus all insurance proceeds received by the Contributors as a result of such
loss, or an assignment of the Contributors’ rights to such insurance proceeds,
and this Agreement shall continue in full force and effect with no reduction in
the Consideration, and the Contributors shall have no further liability or
obligation to repair such damage or to replace the Property.  If the loss is uninsured, then MCRLP shall
receive a credit at Closing in the amount of the uninsured loss.


 


17.3.                        If
the cost for repairing such damage is greater than TWO MILLION DOLLARS
($2,000,000) (as determined by MCRLP’s independent insurer), then MCRLP shall
have the option, exercisable by written notice delivered to the Contributors
within five (5) business days after the Contributors’ notice of damage to
MCRLP, either (i) to receive the amount of the deductible plus all insurance
proceeds received by the Contributors as a result of such loss, or an
assignment of the Contributors’ rights to such insurance proceeds, and this
Agreement shall continue in full force and effect with no reduction in the
Consideration, and the Contributors shall have no further liability or
obligation to repair such damage or to replace the Property; or (ii) to
terminate this Agreement.  If MCRLP
elects to terminate this Agreement, MCRLP shall give notice thereof to the
Contributors and the Escrow Agent, the Deposit shall be promptly


 


39

















 


returned to MCRLP, and thereafter neither
party will have any further rights or obligations hereunder, except for any
obligations that expressly survive termination. 
If MCRLP fails to notify the Contributors within such five (5) business
day period of MCRLP’s intention to terminate this Agreement, then MCRLP shall
be deemed to have elected option (i), and MCRLP and the Contributors shall
proceed to Closing in accordance with the terms and conditions of this
Agreement.


 


18.                                 CONDEMNATION.


 


In the event of a material taking (as defined in this Section 18),
MCRLP shall have the right, at its sole option, to either (a) terminate this
Agreement by giving the Contributors written notice to such effect within
twenty (20) days after its receipt of written notification of any such
occurrence, or (b) accept title to the remainder of the Properties without
reduction of any consideration given hereunder and eliminate the affected
property in its entirety from this transaction. 
Should MCRLP so terminate this Agreement in accordance with this
Section, neither party shall have any further liability or obligations to the
other.  In the event MCRLP shall accept
title to the remainder of the affected property, the Contributors shall,
subject to the rights of the holder of any existing mortgage, assign all
proceeds of such taking to MCRLP, and same shall be MCRLP’s sole property, and
MCRLP shall have the sole right to settle any claim in connection with any
Property.  The term “material taking”
shall be defined to mean the institution of any proceedings, judicial,
administrative or otherwise which would (a) reasonably be expected to reduce
the aggregate useable square footage of any portion of a any building or reduce
the aggregate size of any parcel of land by more than ten percent (10%), (b)
entitle a Tenant to terminate its Lease, (c) cause access to any Property to be
taken or materially diminished (i.e., such taking does not provide
access to a publicly dedicated street or is an impediment to traffic flow from
and to any Property), or (d) result in parking no longer being in compliance
with applicable zoning laws and the Contributors are unable to remedy such
noncompliance prior to Closing.


 


19.                                 TRANSFER RESTRICTIONS; RIGHT OF FIRST REFUSAL.


 


19.1.                        (a)                                  Except as explicitly set forth herein, each
Contributor agrees that the Contributor Units may not be sold, assigned,
transferred or in any manner disposed of (collectively, “Transferred”) or redeemed for shares of
Common Stock until after the first anniversary of the Closing Date (the “Anniversary”).


 


(b)                                 The Contributor Units may be pledged or encumbered at
any time but only upon thirty (30) days prior written notice to MCRLP, provided
that the secured party agrees to enter into such agreements with the
Contributor and MCRLP as MCRLP reasonably requests in connection with the
pledge or encumbrance.  Any foreclosure
or transfer by such a secured party shall be considered a Transfer, which may
not occur until the Anniversary and shall be subject to the provisions of
Sections 19.1(a) and 19.2 hereof. 
Thereafter, the Contributor Units and/or shares of Common Stock
underlying the Contributor Units (the “Underlying
Shares”) may only be Transferred (i) privately in accordance with
the terms of the OP Agreement and this Article 19, or (ii) in the form of
Underlying Shares only, publicly, including pursuant to Rule 144 under the
Securities Act, to the extent available (subject to the restrictions of the
Securities Act and the rules and regulations promulgated thereunder).


 


40

















 


19.2.                        (a)                                  If
Contributor or any permitted transferee thereof (including any Transfer
pursuant to a foreclosure or transfer by a secured party as contemplated by
Section 19.1(b) above (a “Selling Contributor”)
receives a bona fide written offer to purchase part or all of its/his
Contributor Units or Underlying Shares in a privately negotiated transaction
which it/he desires to accept, such Contributor shall not sell, transfer, or
otherwise dispose of (the “Proposed Disposition”) such Units or Underlying
Shares (the “Disposition Securities”)
to a third party (the “Proposed Purchaser”),
unless, prior to such Proposed Disposition, such Contributor shall have
promptly reduced the terms and conditions, if any, of the Proposed Disposition
to a reasonably detailed writing and shall have delivered written notice (the “Disposition Notice”) of such Proposed
Disposition to MCRLP.  All offers to
purchase Contributor Units or Underlying Shares must be for cash.  The Disposition Notice shall contain an
irrevocable offer to sell all, but not less than all, the Disposition
Securities to the Proposed Purchaser upon the same terms (including price) and
subject to the same conditions, if any, as those contemplated by the Proposed
Disposition, and shall be accompanied by a true and correct copy of the
agreement embodying the terms and conditions, if any, of the Proposed
Disposition (which shall identify the Proposed Purchaser, the Disposition
Securities, the consideration and method of payment contemplated by the
Proposed Disposition and all other terms and conditions, if any, of the
Proposed Disposition).


 


(b)                                 Any
such Proposed Purchaser must be an “accredited investor” (as such term is
defined in Rule 501(a) of Regulation D under the Securities Act) at the time
that any Disposition Securities are transferred.


 


(c)                                  MCRLP
shall have the irrevocable right and option (the “Purchase Option”), to accept such irrevocable offer to
purchase the Disposition Securities which are subject to the Proposed
Disposition by delivering to the Selling Contributor written notice of the
exercise of its Purchase Option with respect to the Disposition Securities (an “Exercise Notice”) within five (5) business
days after receipt of the Disposition Notice (the “Notice Period”).


 


(d)                                 If
MCRLP shall have timely delivered its Exercise Notice with respect to the
Disposition Securities, all certificates for the Disposition Securities shall
be delivered to MCRLP at a closing to be held on the later of the date on which
the Proposed Disposition, if accepted, would close or five (5) business days
after such Exercise Notice is given, at the offices of Pryor Cashman Sherman
& Flynn LLP located at 410 Park Avenue, New York, New York 10022, Attn:
Blake Hornick.  At such closing, MCRLP
shall deliver to the Selling Contributor in immediately available funds the
amount of the purchase price set forth in the Disposition Notice due against
the simultaneous delivery of certificates representing the Disposition
Securities so disposed of, duly endorsed in blank or accompanied by a stock
power or powers duly endorsed in blank, and in proper form for transfer,
together with any necessary stock-transfer stamps, and such Disposition
Securities shall be delivered free and clear of all liens, security interests
and encumbrances whatsoever.


 


(e)                                  If
MCRLP (i) notifies the Selling Contributor that it is not exercising its
Purchase Option prior to the expiration of the Notice Period or (ii) does not
deliver an Exercise Notice prior to the expiration of the Notice Period, MCRLP
shall be deemed to have waived its Purchase Option in which event the Selling
Contributor may sell the Disposition Securities to the Proposed Purchaser for a
period of thirty (30) days after the expiration of the Notice Period (in


 


41

















 


which event the transferee shall take free
and clear of the restrictions set forth in this Article 19); provided, however,
that such Disposition Securities are sold to the Proposed Purchaser at a price
not less than that contained in the Disposition Notice and on terms and
conditions, if any, not more favorable to the Proposed Purchaser than those
contained in the Disposition Notice.  If
Contributor wishes to sell all or any part of the Disposition Securities on
terms more favorable to the Proposed Purchaser than those set forth in the Disposition
Notice or does not sell such Disposition Securities on the terms and conditions
contained in the Disposition Notice within the aforementioned thirty (30) day
period, it/he shall again be obligated to make new offers to the Proposed
Purchaser, in accordance with this Section 19, before it/he shall be permitted
to consummate a Proposed Disposition of the Disposition Securities, or any part
thereof, in a privately negotiated transaction.


 


19.3.                        Notwithstanding any other limitations or requirements
included in this Section 19, each Contributor shall have the right to (i)
Transfer all or any portion of such Contributor’s Contributor Units to (A) a
spouse, sibling, parent or lineal descendant of such Contributor (each a “Family Member”) or (B) to a trust,
partnership, limited liability company or other entity for the benefit, or
directly or indirectly owned by, as the case may be, of the Contributor or any
Family Member, on a combination of the foregoing and (ii) pledge or encumber
its Contributor Units without complying with Section 19.2, as contemplated by
Section 19.1(b) hereof provided that:


 


(a)                                  any
lender shall subsequently comply with the provisions of Sections 19.1(a) and
19.2 in connection with any transfer or other disposition following a collateral
sale of such Contributor Units;


 


(b)                                 the
transferring or assigning Contributor shall notify MCRLP, in writing, thirty
(30) days in advance of such Transfer and provide such information as MCRLP
shall reasonably request;


 


(c)                                  the
transferee shall (i) execute such documents and instruments as MCRLP may
reasonably request as necessary or appropriate, including without limitation, a
joinder agreement whereby the transferee agrees to be bound by the terms and
conditions of this Agreement and the OP Agreement and (ii) provide MCRLP with
written assurances, in form and substance satisfactory to MCRLP and its
counsel, that such transferee is an “accredited investor” (as such term is
defined in Rule 501(a) of Regulation D under the Securities Act); and


 


(d)                                 any
transferee receiving Units shall be subject to the restrictions of Sections
19.1(a) and 19.2 hereof.


 


19.4.                        Notwithstanding
any other limitations or requirements included in this Section 19, in the
event that, pursuant to Section 1.2, one or more Properties is transferred
directly to MCRLP by a Property LLLP, any such Property LLLP shall be permitted
to distribute to its partners, in liquidation or otherwise any and all Units
received pursuant to such transfer.  Any
Units distributed to a partner pursuant to this Section 19.4 may
subsequently be transferred by such partner pursuant to Section 19.3.


 


42

















 


20.                                 REGISTRATION RIGHTS.


 


20.1.                        On
or about one (1) year from the later of (i) the Closing Date or (ii) the Outside
Closing Date (the “Anniversary Date”),
the Company shall, at its expense, register with the Securities and Exchange
Commission, on a Registration Statement on Form S-3, at its election and in its
sole discretion either (i) the initial issuance of the shares of the Company’s
Common Stock into which the Units may be converted on or after the Anniversary
Date, as a primary offering on a shelf registration statement pursuant to Rule
415 under the Securities Act, or (ii) the public resale of the Company’s Common
Stock into which the Units may be converted on or after the Anniversary Date,
as a secondary offering on a resale shelf registration statement pursuant to
Rule 415 under the Securities Act.  If
the Company elects option (ii), it shall, at its expense, use its best efforts
to maintain the effectiveness of such shelf registration statement until the
earlier of (i) such time as when all of the shares of Common Stock into which
the Units may be converted have been disposed of or (ii) two (2) years after the
redemption of all of the Units into Common Stock.  Notwithstanding anything in this Section 20.1
to the contrary, if at the Anniversary Date, the Company determines, in the
good faith judgment of its Board of Directors, with the advice of counsel, that
the filing of either such shelf registration statement would require the
disclosure of non-public material information the disclosure of which would
have a material adverse effect on MCRLP or the Company, or would otherwise
adversely affect a material financing, acquisition, disposition, merger or
other significant transaction, the Company shall deliver a certificate to such
effect signed by its Chief Executive Officer and President, to the holders of
the Units, and the Company shall not be required to effect a registration
pursuant to this Section 20.1 until thirty (30) days after the date upon which
such material information is disclosed to the public or ceases to be material.


 


21.                                 DEBT MAINTENANCE.


 


21.1.                        The
following terms shall have the following meanings, as used in this Agreement:


 


“Accounting Firm” has the meaning set
forth in Section 22.7 below.


 


“Contributor Debt Amount” means,
for each Contributor, the amount set forth opposite such Contributor’s name on Schedule 21.1 annexed hereto (which
amount shall be determined immediately prior to Closing), and collectively,
with respect to all of the Contributors, an amount equal to the Assumed Debt
Amount.


 


“Contributor Guarantee” has the meaning
set forth in Section 21.2(a).


 


“Contributor Indemnity” means, with
respect to each Contributor, the guarantee of any Qualified Indebtedness or
indemnity of Second Tier Debt made by such Contributor hereunder, and “Contributor Indemnities”means, collectively, all such
guarantees or indemnities.


 


“Dissolution Proceeds” means
amounts received by creditors in respect of unsecured Partnership Debt upon
MCRLP’s dissolution and liquidation.


 


“First Tier Debt” means the “bottom
portion” of unsecured Partnership Debt, such that First Tier Debt will be (i)
the last portion of such Partnership Debt to be reduced or eliminated by


 


43

















 


refinancings, pay downs or pay offs of Partnership
Debt in the ordinary course of business; and (ii) the first portion of the
Partnership Debt subject to Indemnities to be discharged by any Dissolution
Proceeds.


 


“First Tier Indemnity” or “First Tier Indemnities” means a guarantee or indemnity of
First Tier Debt.


 


“Indemnities” means, at any
time, collectively, all of the First Tier Indemnities, the Second Tier
Indemnities, and the Third Tier Indemnities then in effect.


 


“Make-Whole Payment” has the meaning set
forth in Section 22.4 below.


 


“Partnership Debt” means any
debt (within the meaning of Section 752 of the Code) that MCRLP and/or any of
its subsidiaries or affiliates have incurred, and may hereafter incur, which
may or may not be secured in whole or in part by property owned directly or
indirectly by MCRLP and which may or may not be guaranteed by MCRLP and/or any
subsidiary or affiliate of MCRLP that owns or becomes the owner of property.


 


“Qualified Indebtedness” means, with
respect to each real property asset, indebtedness provided by any lender and
secured by such real property asset of MCRLP or any of its subsidiaries or
affiliates that, at the time incurred, did not exceed seventy percent (70%) of
the fair market value of the real property asset at such time (as determined in
good faith by MCRLP).


 


“Refinanced Debt” has the meaning set
forth in Section 21.2(a).


 


“Representatives” means Albert H. Small,
Theodore N. Lerner, Ralph Ochsman, Richard Perkins, Gudelsky Brothers, a
general partnership, or any successors thereto. 
Any notice to the Representatives required under this Agreement shall be
delivered to such Representatives in accordance with the provisions of Article
26, and any notice so delivered shall be deemed notice to each
Contributor.  The Contributors’ counsel
(as designated in Article 26 of this Agreement) shall promptly provide written
notice to MCRLP of the name of any successor representative(s) and each such
successor representative’s notice address and telephone and facsimile numbers.


 


“Restricted Period” has the meaning set
forth in Section 22.1.


 


“Second Tier Debt” means the “middle”
portion of unsecured Partnership Debt, such that Second Tier Debt will be: (i)
the portion of such Partnership Debt that will be reduced or eliminated by
refinancings, pay downs or pay offs of Partnership Debt in the ordinary course
of business only after Third Tier Debt has been eliminated, but prior to any
reduction of First Tier Debt; and (ii) the portion of the Partnership Debt
subject to Indemnities that will be discharged by Dissolution Proceeds after
all First Tier Debt has been discharged by Dissolution Proceeds.


 


“Second Tier Indemnity” or “Second Tier Indemnities” means an indemnity or guarantee of
Second Tier Debt.  MCRLP and/or the
Company will be able to designate a guarantee or indemnity as a Second Tier
Indemnity if the guarantee or indemnity arises in


 


44

















 


connection with a significant transaction (as
determined in accordance with MCRLP and/or the Company policy), or a
transaction involving more than one property.


 


“Third Tier Debt” means the “top”
portion of unsecured Partnership Debt, such that Third Tier Debt will be (i)
the first portion of such Partnership Debt to be reduced or eliminated by
refinancings, pay downs or pay offs of Partnership Debt in the ordinary course
of business; and (ii) the last portion of Partnership Debt that is a subject of
Indemnities to be discharged by any Dissolution Proceeds.


 


“Third Tier Indemnity” or “Third Tier Indemnities” means an indemnity or guarantee of
Third Tier Debt. The Contributor Indemnities constitute Third Tier Indemnities.


 


Solely for purposes of this Article 21 and Article 22, (i) a “Contributor” includes a Contributor as otherwise defined for
purposes of this Agreement, but also any Property LLLP which contributes a
Property to MCRLP pursuant to Section 1.2, and, subject to Section 21.5, any
person to whom a Contributor (as defined in this paragraph) may transfer a
Contributor Unit pursuant to Section 19.3 or Section 19.4, and (ii) for
purposes of Section 22, “Property”
includes any Exchange Property.


 


22.2.                        (a)                                  During
the Restricted Period (as hereinafter defined), MCRLP shall make available and
permit each Contributor to guarantee the “bottom portion” of the Assumed Debt
up to an amount equal to the Contributor’s Contributor Debt Amount.  If MCRLP shall refinance any Assumed Debt
guaranteed by the Contributors (“Refinanced
Debt” and together with Assumed Debt “Capital Office Debt”) and such Refinanced Debt shall be
Qualified Indebtedness, then, during the Restricted Period, MCRLP shall permit
each Contributor to guarantee the “bottom portion” of such Refinanced Debt up
to an amount equal to the Contributor’s Contributor Debt Amount.  In the event that Mack-Cali shall, in its
sole discretion, at any time repay, in whole or in part, any Capital Office
Debt or other Partnership Debt that one or more Contributors guaranteed or
indemnified and, immediately after such repayment, the amount of the remaining
outstanding balance of such debt, if any, would be less than the amount
guaranteed or indemnified or the debt remaining, if any, would not constitute
Qualified Indebtedness, then, during the Restricted Period, MCRLP shall at its
option and in its sole and absolute discretion permit each Contributor either
to: (i) guarantee the “bottom portion” of other secured Partnership Debt that
is Qualified Indebtedness up to an amount equal to the Contributor’s
Contributor Debt Amount; provided, however, that the aggregate amount
guaranteed by the Contributors with respect to such Partnership Debt does not
exceed one-third of the fair market value of the property securing such
Partnership Debt (as determined in good faith by MCRLP as of the time such
guarantee is entered into) (a “Contributor
Guarantee”); or (ii) so long as the condition in the next sentence
below is satisfied, provide a Second Tier Indemnity of MCRLP and/or the Company
for an amount of Second Tier Debt up to the Contributor’s Contributor Debt
Amount.  Notwithstanding anything herein
to the contrary, MCRLP may elect in accordance with this Section 21.2(a) or
Section 21.2(b) to permit a Contributor to provide a Second Tier Indemnity only
if at the time such Second Tier Indemnity is entered into, and at any
subsequent time any First or Second Tier Indemnity is entered into, (i) total
unsecured Partnership Debt shall not exceed seventy percent (70%) of the excess
of the aggregate fair market value of all of the assets of MCRLP (as determined
in good faith by MCRLP), over the aggregate amount of any Partnership Debt
secured by such assets, and (ii) the


 


45

















 


aggregate of all First Tier Indemnities and
Second Tier Indemnities shall not exceed thirty percent (30%) of the excess of
the aggregate fair market value of the assets of MCRLP (as determined in good
faith by MCRLP), over the aggregate amount of any Partnership Debt secured by
such assets; and provided further that MCRLP may, in its sole discretion, (i)
require a Contributor which has provided a Contributor Guarantee or a Second
Tier Indemnity, as the case may be, to release all or a portion of such Contributor
Guarantee or Second Tier Indemnity, provided that MCRLP immediately permits
such Contributor to provide a Second Tier Indemnity meeting the requirements of
this Section 21.2(a) or Contributor Guarantee, respectively, in the same amount
of such Contributor Guarantee or Second Tier Indemnity being released.  In no event shall the aggregate amount of (i)
Partnership Debt permitted to be guaranteed by a Contributor pursuant to
Section 21.2(a) and (ii) the amount of any Second Tier Indemnity of such Contributor
exceed, at any single time, such Contributor’s Contributor Debt Amount.


 


(b)                                 Notwithstanding
anything herein to the contrary, the Contributors acknowledge and agree that
MCRLP may at any time and at its option elect to require that: (i) any guarantee
by a Contributor of any Capital Office Debt, upon repayment, in whole or in
part, of the Capitol Office Debt as described in Section 21.2(a), be
substituted for a Contributor Guarantee up to the Contributor’s Contributor
Debt Amount; (ii) any Contributor Guarantee be substituted (at MCRLP’s option)
for either (A) any other Contributor Guarantee up to the Contributor’s
Contributor Debt Amount or (B) a Second Tier Indemnity meeting the requirements
of Section 21.2(a) up to the Contributor’s Contributor Debt Amount; or (iii) a
Second Tier Indemnity meeting the requirements of Section 21.2(a) be
substituted for a Contributor Guarantee up to the Contributor’s Contributor
Debt Amount; provided, however, that


 


(i)                                     if
either (a) a Contributor guarantees Refinanced Debt or provides a Contributor
Guarantee, in either case pursuant to Section 21.2(a), or (b) MCRLP elects to
substitute either (A) a Contributor Guarantee or (B) Second Tier Indemnity,
with a Contributor Guarantee pursuant to this Section 21.2(b), MCRLP shall
provide the Representatives with a side letter in the form of Exhibit U;


 


(ii)                                  if
(a) a Contributor provides a Second Tier Indemnity pursuant to Section 21.2(a),
or (b) MCRLP elects to substitute a Contributor Guarantee with a Second Tier
Indemnity pursuant to this Section 21.2(b), MCRLP and the Company shall provide
the Representatives with a letter in the form of Exhibit V; or


 


(iii)                               if
any First or Second Tier Indemnity is entered into after the date of this
Agreement, MCRLP and the Company shall provide the Representatives with a
letter in the form of Exhibit W.  Any letter required to be provided pursuant
to this Section 21.2(b) shall be provided to the Representatives, and shall be
effective, on the date any such First or Second Tier Indemnity is entered into
or substituted.


 


(c)                                  If
a Contributor shall guarantee, or provide an indemnity with respect to,
Partnership Debt as described in this Section 21.2, MCRLP and/or the Company
shall permit such Contributor to execute a guaranty agreement substantially in
the form of the guaranty agreement that has been provided by Contributors’ tax
counsel (a copy of such form guaranty agreement is annexed hereto as Exhibit S), or MCRLP and/or the Company
and such Contributor agree to enter into an indemnification agreement
substantially in the form annexed


 


46

















 


hereto as Exhibit K.  If, in
accordance with Sections 21.2(a) or 21.2(b), MCRLP intends to (i) refinance any
Assumed Debt that one or more Contributors has guaranteed with Refinanced Debt
or (ii) repay, in whole or in part, or substitute any Capital Office Debt or
other Partnership Debt that one or more Contributors has guaranteed or
indemnified and, immediately thereafter, the amount of the remaining outstanding
balance of such debt would be less than the amount guaranteed or indemnified or
would not constitute Qualified Indebtedness, then MCRLP shall provide written
notice to the Representatives, together with an opportunity for each such
Contributor to guarantee or indemnify other Partnership Debt in accordance with
Sections 21.2(a) and 21.2(b).  The notice
described in the immediately preceding sentence shall be deemed to have been
satisfied so long as MCRLP delivers such notice to the Representatives at least
thirty (30) calendar days prior to any such refinancing of Assumed Debt or
repayment, in whole or in part, of any Partnership Debt.  Such written notice shall be delivered by
MCRLP to the Representatives and shall describe the Capital Office Debt or
Partnership Debt which shall be subject to a guarantee, if applicable, and
shall contain the form of guarantee agreement or indemnification agreement, as
applicable, to be executed by the Contributors and returned to MCRLP within
such thirty (30) day period ending on the date of refinancing or repayment of
Capital Office Debt or Partnership Debt (the “Consent
Period”).  Any Contributor
that has received such notice and fails to execute and deliver such guarantee
or indemnity to MCRLP within the Consent Period (a “Contributor Default”) shall be deemed to have elected not to
execute such indemnity or guarantee and shall hold MCRLP harmless from any and
all damages resulting therefrom, including, without limitation, any taxable
income or gain that such Contributor shall be required to recognize as a result
of a reduction in liabilities that are allocated to such Contributor under
Section 752 of the Code and the Treasury Regulations thereunder.


 


(d)                                 In
connection with the guarantee of any Partnership Debt, MCRLP and/or the Company
and each Contributor agree that such guarantee agreement shall satisfy the
following conditions:  (i) the executed
guarantee agreement must be delivered to the lender and (ii) the execution of
the guarantee by the Contributors must be acknowledged by the lender as an
inducement to it to make a new loan, to continue an existing loan (which
continuation is not otherwise required), or the grant of a material consent
under an existing loan (which consent is not otherwise required to be granted)
or, alternatively, the guarantee must be with respect to a loan that, under the
terms thereof, (A) is governed by New York law and either the loan is secured
by property located in New York, the lender has a significant place of business
in New York (with any bona fide branch or office of the lender through which
the loan is made, negotiated, or administered being deemed a “significant place
of business” for the purposes hereof), or the lender obtained in connection
with such loan an opinion of counsel to the effect that such provisions
regarding New York law are enforceable, or (B) is governed by the laws of
another state that has a statutory provision or applicable controlling judicial
decisions that are comparable to Sections 5-1103 and 5-1401 of the New York
General Obligations Law and the conditions set forth in clause (A) with respect
to New York would be satisfied with respect to such other state.  Notwithstanding anything herein to the
contrary and provided that the conditions in the immediately preceding sentence
have been satisfied, the Contributors agree that if it is determined by any
court or Taxing authority that the guarantee shall not be respected neither
MCRLP nor the Company shall have any obligation (x) for any damages, including,
without limitation, any adverse tax consequences, incurred by any Contributor
or (y) to make a Make-Whole Payment.


 


47

















 


(e)                                  Each
Contributor shall, if and to the extent reasonably requested by the Company
from time to time, establish to the reasonable satisfaction of the Company that
the guarantee of the “bottom portion” of the Assumed Debt, Refinanced Debt or
any other Partnership Debt or the indemnification of Second Tier Debt is
necessary to prevent such Contributor from recognizing any income or gain as a
result of a reduction in liabilities that are allocated to such Contributor
under Section 752 of the Code and the Treasury Regulations thereunder.


 


(f)                                      Except in the event of a Contributor Default,
if, at any time during the Restricted Period, MCRLP shall fail to make
available to or permit any Contributor to guarantee or indemnify any
Partnership Debt described in Section 21.2(a), MCRLP shall be liable to such
Contributor to the extent that such Contributor recognizes taxable income or
gain as a result of MCRLP’s breach of its obligations under Section 21.2 and
MCRLP shall pay to such Contributor an amount equal to the Make-Whole Payment
as determined in accordance with Section 22.4.


 


(g)                                   Upon the expiration of the Restricted Period,
and notwithstanding anything herein to the contrary, (x) the Contributors shall
have no right to guarantee or indemnify MCRLP and/or the Company for any
Partnership Debt and (y) none of MCRLP, the Company and/or any of their subsidiaries
or affiliates shall be under any obligation (either express or implied) to have
or maintain (or cause to have or maintain), at any such time, any Partnership
Debt available for Contributor Indemnities, and MCRLP and/or the Company
reserves the right at any such time and in their sole discretion to refinance,
pay off or pay down (or cause to be refinanced, paid off or paid down) any
portion of the Partnership Debt, even if such refinancing, pay off or pay down
results in the Contributor and/or Unit Holders being required to recognize
income or gain for tax purposes.


 


21.3.                        Each
Contributor hereby acknowledges and agrees as follows:


 


(a)                                  Subject
only to Section 21.2, MCRLP and/or the Company (in their sole discretion)
reserve the right, at any time in the future, to make additional commitments,
in connection with the issuance of additional Units in exchange for other
properties in tax deferred transactions, to permit guarantees or indemnities of
Partnership Debt which are designated by MCRLP and/or the Company (in their
sole discretion) as: (i) First Tier Indemnities, in which case such guarantees
or indemnities would be pari passu in all respects with any other then
outstanding First Tier Indemnities; (ii) Second Tier Indemnities, in which case
such guarantees or indemnities would be pari passu in all respects with any
other then outstanding Second Tier Indemnities; and (iii) Third Tier
Indemnities, in which case such guarantees or indemnities would be pari passu
in all respects with any other then outstanding Third Tier Indemnities
(including any then outstanding Contributor Indemnities).  Thus, subject only to its obligations under
Section 21.2, MCRLP and/or the Company may, at any time and in their sole
discretion permit new partners of MCRLP to guarantee a portion or portions of
Partnership Debt or indemnify MCRLP and/or the Company for a portion or
portions of the Partnership Debt, and to designate the portion or portions of
the Partnership Debt (e.g., First Tier Debt, Second Tier Debt, Third
Tier Debt) which will be guaranteed or for which MCRLP and/or the Company will
be indemnified, thereby making no Partnership Debt available for any
Contributor to guarantee or indemnify, or altering the priority or level of
then available Partnership Debt, in terms of risk and amount, that any
Contributor may guarantee or indemnify.


 


48

















 


(b)                                 MCRLP
and/or the Company have prior and present commitments to permit other persons
to guarantee or indemnify MCRLP and/or the Company for portions of the
Partnership Debt including, but not limited to, First Tier Debt in the amount
of approximately $508,000,000 (which, subject to Section 21.2, may be increased
or decreased from time to time in the Company’s discretion for past, present
and future commitments).  The amount of
First Tier Debt, at any time, shall equal the amount of the outstanding First
Tier Indemnities at such time (which may be increased or decreased from time to
time in the Company’s discretion for past, present or future commitments).  The amount of Second Tier Debt, at any time,
shall equal the amount of the outstanding Second Tier Indemnities at such time,
(which may be increased or decreased from time to time in the Company’s
discretion for past, present and future commitments).  The amount of Third Tier Debt, at any time,
shall equal the amount of the outstanding Third Tier Indemnities at such time,
(which may be increased or decreased from time to time in the Company’s
discretion for past, present or future commitments).  The amount of First Tier Indemnities, Second
Tier Indemnities and Third Tier Indemnities (and thus the amount of First Tier
Debt, Second Tier Debt and Third Tier Debt), at any time, is, subject to Section
21.2, subject to change.


 


21.4.                        The
parties hereto hereby acknowledge that the provisions of this Article 21 are
intended to reflect the policy established by MCRLP and the Company regarding
guarantees and indemnities (and their relative priorities) with respect to
Partnership Debt.  In connection with
this policy, each Contributor hereby acknowledges and agrees as follows:


 


(a)                                  In
the event that MCRLP, the Company and/or any of their subsidiaries or
affiliates, in the ordinary course of business, refinances, pays down or pays
off any portion of unsecured Partnership Debt (which, subject to Section 21.2,
MCRLP, the Company and/or any of their subsidiaries or affiliates may do at any
time and in their sole discretion), such that the total outstanding unsecured
Partnership Debt is, at any time, less than the aggregate amount of the then
outstanding guarantees and indemnities, the then outstanding Second Tier
Indemnities (including the Contributor Indemnities) will be the second
guarantees and indemnities (i.e., after the Third Tier Indemnities and before
the First Tier Indemnities) to be reduced (and possibly eliminated), subject to
Section 21.2, pari passu.  At any time,
and subject to Section 21.2, only the amount of outstanding unsecured
Partnership Debt in excess of the sum of the then outstanding First Tier
Indemnities will be available for the Second Tier Indemnities. In the event
that there is a reduction (and possible elimination) of Second Tier Indemnities
(including the Contributor Indemnities) during the Restricted Period, then
unless MCRLP makes available to the affected Contributor the opportunity to
enter into a Contributor Guarantee meeting the requirements of Section 21.2(a)
and 21.2(b), MCRLP shall be in violation of Section 21.2.


 


(b)                                 Upon
the dissolution and liquidation of MCRLP, any Dissolution Proceeds will be
deemed to discharge, first, the First Tier Debt, second the Second Tier Debt,
and then the Third Tier Debt.  As a
result, the Second Tier Indemnities (including the Contributor Indemnities)
will be the second guarantees and indemnities (i.e., after the First
Tier Indemnities and before the Third Tier Indemnities) to be discharged upon
the realization by creditors of Dissolution Proceeds, such that, if, upon the
dissolution and liquidation of MCRLP, total Dissolution Proceeds are less than
the then total outstanding Partnership Debt subject to Indemnities, those
persons then having Second Tier Indemnity obligations (including the
Contributors, if the


 


49

















 


Contributor Indemnities are then in effect)
will be required to pay out on such obligations prior to those persons then
having First Tier Indemnity obligations.


 


21.5.                        Notwithstanding
anything in this Article 21 to the contrary, upon the expiration of the
Restricted Period, except to the extent that Second Tier Debt is otherwise
available and MCRLP and/or the Company willfully precludes any Contributor from
exercising it/his rights under Section 21.2, it is hereby expressly understood
and agreed by the Contributors that the Contributors shall have no recourse
against either MCRLP, the Company or any of their subsidiaries or affiliates,
and neither MCRLP, the Company nor any of their subsidiaries or affiliates
shall incur any liability whatsoever to the Contributors by virtue of this Article
21; provided, however, that nothing in this Section 21.5 shall limit any
remedies of the Contributors for any breach by MCRLP or the Company of its
obligations under this Agreement.


 


21.6.                        In
the event and to the extent that any Contributor: (i) obtains a tax-free
step-up in the basis of any of its Contributor Units for federal income tax
purposes (e.g., in the event of death); (ii) sells, transfers or
otherwise disposes of any of its Contributor Units in a taxable transaction;
(iii) receives a Make-Whole Payment from MCRLP and/or the Company pursuant to
Section 22.4 hereof; or (iv) allocations are made pursuant to Section 704(c) of
the Code that reduces the amount of any Built-in-Gain (as defined in Section
22.4 hereof), then the Contributor Debt Amount shall be appropriately reduced.


 


21.7.                        The
provisions of this Article 21 shall survive the Closing for the applicable
period of the statute of limitations following the expiration of the Restricted
Period.


 


22.                                 SALE OF THE PROPERTY.


 


22.1.                        (a)                                  For
the period ending on the tenth (10th) anniversary of the Closing
Date, (the “Restricted Period”),
none of MCRLP, the Company or any of their subsidiaries or affiliates may
dispose of or transfer, in any manner, any Property except:  (i) in an entirely tax-free like-kind
exchange which satisfies the requirements of Code Section 1031 and the Treasury
Regulations promulgated thereunder; (ii) if a sale or disposition of such
Property would not result in recognition of all or any part of the Built-in
Gain (as hereinafter defined) by any Contributor; (iii) in accordance with
Section 22.2; or (iv) if MCRLP pays to each Contributor an amount which, after
the payment of all federal, state and local income Taxes payable with respect
to such amount, would be equal to the federal, state, and local income Taxes
payable by such Contributor resulting from the recognition of the Built-in Gain
triggered by such sale (as determined in accordance with Section 22.4).


 


(b)                                 If
any Property is transferred pursuant to clauses (i) through (iii) of Section
22.1(a) above in a transaction in which gain or loss is not required to be
recognized for federal income tax purposes in whole or in part, the direct and
indirect interest of MCRLP (adjusted, as appropriate, taking into account the
principles of Section 21.5) in such Property or any property received in
exchange thereof, as appropriate, thereafter shall also be considered a
Property subject to all of the restrictions of this Article 22 for the balance
of the Restricted Period (and if the acquiring entity’s disposition of the
Property would cause a Contributor to be required to recognize Built-in Gain as
a result thereof, the transferred Property shall continue to be


 


50

















 


considered a Property for purposes of this
Article 22 (adjusted, as appropriate, taking into account the principles of
Section 21.5)).


 


22.2.                        Notwithstanding
Section 22.1 above, each Contributor agrees that during the Restricted Period,
the Property may be disposed of at any time (without any liability to MCRLP,
the Company or any of their subsidiaries or affiliates) in connection with
either of:


 


(a)                                  the
sale, transfer or disposition of all or substantially all of the properties
owned by MCRLP, which, in MCRLP’s sole judgment, is determined to be in the
best interests of the Company and its public stockholders; provided, however,
that MCRLP and the Company shall use commercially reasonable efforts to
structure any such transaction to (i) avoid or defer the recognition of any taxable
income or gain or (ii) minimize any adverse tax consequences, in either case to
the Contributors, provided that if and to the extent that such transaction is
structured to (i) avoid or defer the recognition of any taxable income or gain
or (ii) minimize any adverse tax consequences, in either case to any direct or
indirect partner or group of partners of MCRLP in connection with such
transaction, such transaction shall be structured to provide equivalent and
proportionate treatment to the Contributors (taken into account in the
aggregate and as a group); and provided  further that any failure
of the Company or MCRLP to treat the Contributors in the manner provided for in
this Section 22.2(a) shall be considered a breach of its obligations under
Section 22.1; and


 


(b)                                 a
sale (including without limitation a transfer to a secured lender in lieu of
foreclosure) which the Board of Directors of the Company, in its sole, good
faith judgment, determines is reasonably necessary (i) to satisfy any actual
material monetary default on any unsecured debt, judgment or liability of
MCRLP, the Company or any of their subsidiaries or affiliates when they become
due (at maturity or otherwise) or (ii) to cure or satisfy any actual material
monetary default on any mortgage secured by the Property; provided, however,
that no such sales shall be made under clause (b) unless MCRLP is unable to
settle or refinance any such debts, judgments or liabilities, or cure or
satisfy any such defaults, after making commercially reasonable efforts to do
so under then prevailing market conditions. 
In making any sale pursuant to this clause (b), MCRLP covenants and
agrees that it shall not unreasonably discriminate against the Properties (as
compared to any other properties held by MCRLP) and shall use commercially
reasonable efforts (i) to ensure that the Contributors as a group are treated
fairly, equitably, and, in any event, in a manner not less favorable than any
other direct or indirect partner or groups of partners of MCRLP, (ii) to ensure
that, to the extent reasonably practicable, any such disposition is effected in
such a manner as any other direct or indirect partner or groups of partners of
MCRLP, in the aggregate as a group recognize under Code Section 704(c) as a
result of such disposal the same portion of such income and gain that the
Contributors in the aggregate recognize as a result of such disposal, expressed
as a percentage of the aggregate income and gain that any other direct or
indirect partner or groups of partners of MCRLP (each taken into account in the
aggregate and as a group) or the Contributors in the aggregate, respectively,
would recognize under Code Section 704(c) as a result of a hypothetical, fully
taxable sale of all of the assets of MCRLP at the time of such disposal, and
(iii) to otherwise minimize any adverse tax consequences to the
Contributors.  In the case of any
disposition of any of the Properties pursuant to this Section 22.2(b), holders
of the Units may attempt to obtain title to the Property in question so long as
any equity in the Property is not lost or jeopardized.  Moreover, in the event of an anticipated
transfer of any of the Property to a secured lender in lieu


 


51

















 


of foreclosure, or foreclosure, MCRLP shall
use commercially reasonable efforts to provide the Contributors with the right
to cure the underlying default including the right to loan MCRLP the funds
necessary to cure the default on an unsecured basis, as well as the right to
limit such funds to MCRLP and to receive security for any such loan from MCRLP
(or its appropriate subsidiary or affiliate) in the form of a second mortgage
secured solely by such Property (but only if the lender or lenders holding any
prior mortgage or mortgages on the Property expressly consent in writing to the
grant of the second mortgage, provided that neither such loan, whether secured
or unsecured by the such Contributors nor the granting of any such second
mortgage to such holders violates any covenant in any loan agreement of MCRLP,
the Company or any of their subsidiaries or affiliates).  The availability of the rights of the
Contributors set forth in the preceding sentence shall not in any event
mitigate the obligation of MCRLP and the Company to make the Make Whole Payment
otherwise required under Article 21 or Article 22, it being understood that no
Contributor shall be obligated to avail itself of the rights set forth in this
Section 22.2(b).


 


22.3.                        After
the expiration of the Restricted Period, the restrictions contemplated by this
Article 22 shall terminate in their entirety, and the Property may be sold,
transferred or otherwise disposed of at any time and in any manner that the fee
owner (whether MCRLP or some other person or entity) may so choose.


 


22.4.                        Any
event in Article 21 or this Article 22 that triggers the obligation of MCRLP to
make a Make-Whole Payment (as defined in the next sentence) is called a “Triggering Event”  MCRLP shall pay to each Contributor an amount
(the “Make-Whole Payment”) equal
to the aggregate federal, state and local income taxes, if any, incurred by the
Contributor as a result of a Triggering Event. 
Any such federal, state and local income taxes shall be deemed to be the
amount of Built-in Gain required to be recognized by any Contributor multiplied
by the then highest federal, state and/or local income tax rates applicable to
such Built-in Gain for the year in which such Built-in Gain is recognized,
grossed up to include any federal, state and local income taxes incurred by the
Contributor by reason of the receipt of the Make-Whole Payment.  No effect shall be given, in determining the
amount of the Make-Whole Payment, to a Contributor’s taxable income, tax
deductions, tax credits, tax carry forwards nor to any other of their tax
benefits or tax attributes (except that state and local Taxes paid on account
of the Make-Whole Payment shall be deducted in determining federal income Taxes
for purposes of determining the Make-Whole Payment).  For purposes of this Agreement, the term “Built-in Gain” shall mean the amount of
taxable income and gain that would have been recognized by each Contributor on
the Closing Date if the Exchange Property had been sold in a taxable
transaction for an amount equal to the value of the Consideration on the
Closing Date.


 


22.5.                        The
Make-Whole Payment shall be made within a reasonable period of time after the
Triggering Event, but in no event later than: (i) April 10 of the year in which
the Triggering Event occurs if the Triggering Event occurs prior to April 1 of
such year; (ii) June 10 of the year in which the Triggering Event occurs if the
Triggering Event occurs after March 31 but prior to June 1 of such year; (iii)
September 10 of the year in which the Triggering Event occurs if the Triggering
Event occurs after May 31 but prior to September 1 of such year; and (iv)
January 10 of the year immediately following the year in which the Triggering
Event occurs if the Triggering Event occurs after August 31 of such year.  In addition to any other rights available
under law or equity, in the event that MCRLP fails to pay any amounts owed
pursuant to Article


 


52

















 


21 or this Article 22 when due, the
Contributor to whom such payment is owed shall be deemed to have loaned such
amount to MCRLP.  Any amounts payable to
a Contributor shall be increased by an amount equal to the greater of (x)
interest accrued on such amount at the Prime Rate from the date such amount is
due until such amount is paid in full and (y) actual interest and penalties
accrued by the relevant Taxing authorities with respect to such amounts plus
any penalties actually imposed thereon by the relevant Taxing authorities.  The Make-Whole Payment shall be in addition
to, and shall not in any manner reduce, the amounts distributable or payable to
the Contributors pursuant to the other provisions of this Agreement and the OP
Agreement (calculated as if there had been no Make-Whole Payment).


 


22.6.                        MCRLP
shall use the traditional method in the manner set forth in Treasury
Regulations Section 1.704-3(b) with respect to the contributions of the
Properties pursuant to this Agreement and in connection with any revaluation of
the same, except that a limited curative allocation pursuant to Treasury
Regulation Section 1.704-3(c) may be made by MCRLP;  provided, however,
that notwithstanding anything contained in this Agreement or elsewhere, for any
taxable year of MCRLP, no Contributor (or, to the extent that Section 1.2 is
implicated, no Property LLLP), may be allocated pursuant to this Section 22.6
any income if, and to the extent that, such Contributor or Property LLLP would
be allocated (either pursuant to this Section 22.6 or otherwise) an amount of
income of MCRLP with respect to each Unit held by such Contributor or Property
LLLP in excess of the return of capital component of the dividends paid by the
Company with respect to a share of common stock of the Company in respect of
such taxable year.


 


22.7.                        The
parties agree that the sole and exclusive rights and remedies to which the
Contributors may be entitled at law or in equity in connection with any
Triggering Event shall be for payment of the Make-Whole Payment pursuant to
Article 21 or Article 22 of this Agreement, and no Contributor shall be
entitled to enjoin or otherwise object to any transactions that would result in
a taxable event or pursue any other claim with respect to a Triggering
Event.  If any Contributor notifies MCRLP
of a claim that MCRLP owes a Make-Whole Payment, the Company, on behalf of
MCRLP, and the Contributor shall negotiate in good faith to resolve any
disagreements regarding any such Triggering Event.  If any such disagreement cannot be resolved
by the parties within thirty (30) days after the receipt by MCRLP of the notice
in accordance with the preceding sentence, the Company, on behalf of MCRLP, and
the Contributor shall jointly retain a nationally recognized independent public
accounting firm (an “Accounting Firm”)
to act as an arbitrator to resolve as expeditiously as possible all points of
any such disagreement (including, without limitation, whether a Triggering
Event has occurred and, if so, the amount of the applicable Make-Whole Payment
that the Contributor is entitled to as a result thereof, determined as set
forth in Section 21.2(a)).  If the
parties cannot agree on an Accounting Firm, each of the Company, on behalf of
MCRLP, and the Contributor shall retain an Accounting Firm, and the Accounting
Firms selected shall jointly retain a third Accounting Firm.  If the two Accounting Firms cannot agree upon
a third Accounting Firm within thirty (30) days, such matter shall be referred
to a court of competent jurisdiction to select the third Accounting Firm.  The Accounting Firms shall be instructed to
resolve as expeditiously as possible all points of any such disagreement
(including, without limitation, whether a Triggering Event has occurred and, if
so, the amount of the applicable Make-Whole Payment that the Contributor is
entitled to as a result thereof, determined as set forth in Section 22.5).  All determinations made by the Accounting
Firm or the Accounting Firms, as the case may be, with


 


53

















 


respect to the resolution of whether a
Triggering Event has occurred shall be final, conclusive and binding on MCRLP
and the Contributor.  The fees and
expenses of any Accounting Firms incurred in connection with any such
determination shall be shared equally by MCRLP and the Contributor.


 


22.8.                        The
provisions of this Article 22 shall survive the Closing for the applicable
period of the statute of limitations following the expiration of the Restricted
Period.


 


22.9.                        Procedural
Matters.


 


(a)                                  Tax
Treatment of Transaction.  Each of
the parties hereby agrees (I) that, if and to the extent Section 1.2 is
implicated, the transactions contemplated by this Agreement are to be treated
for federal income tax purposes, as an “assets over form” merger, as prescribed
by Treasury Regulations Sections 1.708-1(c)(3)(i); 1.708-1(c)(4); and
1.708-1(c)(5), Example 4; (II) that such party will treat the transactions
contemplated by this Agreement as described in clause (I) for federal income
tax purposes, and will take no position inconsistent with such treatment; and
(III) that each such party will treat, for federal income tax purposes, the
contribution of any Transferred Interest to the MCRLP by each Contributor
receiving cash pursuant to Section 2.1(b) herein as a sale of the Transferred
Interest(s) contributed by such Contributor and will take no position inconsistent
with such treatment.  The parties agree
and acknowledge (and will not take any position inconsistent therewith) that no
consideration (whether actual consideration or deemed consideration under
Section 707(a) of the Code or otherwise) other than Contributor Units and
Assumed Debt has been or will be given by MCRLP or the Company to the
Contributors in connection with the Transaction, except and only to the extent
that a Contributor elects to or, pursuant to Section 2.1(c)(ii) of this
Agreement is required to, receive cash for a portion or all of the Exchange
Property being transferred to MCRLP.  The
parties agree to treat all liabilities of the Capitol Office Owners as “qualified
liabilities” within the meaning of Treasury Regulation Section 1.707-5(a)(6).  The Contributors represent to MCRLP for this
purpose that, to the best of their knowledge, all such liabilities of the
Capital Office Owners to be assumed by MCRLP at the time of the Closing
constitute “qualified liabilities” within the meaning of Treasury Regulation
Section 1.707-5(a)(6).  MCRLP and the
Company shall not, at any time during or with respect to the Restricted Period,
take any contrary or inconsistent position in any federal or state income tax
returns (including, without limitation, information returns, such as, for
instance, Schedules K-1 to IRS Form 1065, provided to partners in MCRLP and
returns of subsidiaries of MCRLP) or any dealings involving the Internal
Revenue Service (including, without limitation, any audit, administrative
appeal or any judicial proceeding involving the income tax returns of MCRLP or
the Tax treatment of any holder of a partnership interest of MCRLP).


 


(b)                                 Allocation
Methods to be Followed.  All Tax returns
prepared by MCRLP during the Restricted Period that allocate liabilities of
MCRLP for purposes of Section 752 and the Treasury Regulations thereunder shall
treat each Contributor as being allocated for federal income tax purposes an
amount of recourse debt (in addition to any nonrecourse debt otherwise
allocable to such Contributor in accordance with the OP Agreement and Treasury
Regulations Section 1.752-3 and any other recourse liabilities allocable to
such Contributor by reason of guarantees of indebtedness entered into pursuant
to other agreements with MCRLP) pursuant to Treasury Regulation Section 1.752-2
equal to such Contributor’s Contributor Debt Amount, as


 


54

















 


set forth on Schedule 21.1, and as may be reduced pursuant to the terms
of this Agreement, and MCRLP and the Company shall not, during or with respect
to the Restricted Period, take any contrary or inconsistent position in any
federal or state income tax returns (including, without limitation, information
returns, such as, for instance, Schedules K-1 to IRS Form 1065, provided to
partners in MCRLP and returns of subsidiaries of MCRLP) or any dealings
involving the Internal Revenue Service (including, without limitation, any
audit, administrative appeal or any judicial proceeding involving the income
tax returns of MCRLP or the Tax treatment of any holder of partnership
interests in MCRLP).  All “excess”
nonrecourse liabilities of MCRLP secured by a Protected Property allocable
pursuant to Treasury Regulation Section 1.752-3(a)(3) shall be allocated first
to the Contributors in an amount equal to the amount by which their share of
the “built-in gain” (as determined under Section 704(c) of the Code) with
respect to such Protected Property exceeds the gain described in Treasury
Regulation Section 1.752-3(a)(2) with respect to such Protected Property.


 


(c)                                  Notice
of Tax Audits.  If any claim, demand,
assessment (including a notice of proposed assessment) or other assertion is
made with respect to Taxes against the Contributors or MCRLP the calculation of
which involves a specific matter covered in this Agreement (“Tax Claim”) or if the Company or MCRLP
receives any notice from any jurisdiction with respect to any current or future
audit, examination, investigation or other proceeding (“Proceeding”) involving the Contributors or
MCRLP or that otherwise involves a specific matter covered in this Agreement
that could directly or indirectly affect the Contributors (adversely or
otherwise), then the Company or MCRLP, as applicable shall promptly notify the
Representatives of such Tax Claim or Tax Proceeding.


 


(d)                                 Control of Tax Proceedings.  The
Company, as the general partner of MCRLP shall have the right to control the
defense, settlement or compromise of any Proceeding or Tax Claim; provided, however, that the Company shall not consent to the
entry of any judgment or enter into any settlement with respect to such Tax
Claim or Tax Proceeding without the prior written consent of at least one of
the Representatives, which shall not be unreasonably withheld (unless, and only
to the extent, that any Taxes required to be paid by the Contributors as a
result thereof would be required to be reimbursed by MCRLP and the Company
under Article 21 or Article 22 of this Agreement and MCRLP and the Company
agree in connection with such settlement or consent, to make such required
payments); provided further
that MCRLP shall keep the Representatives duly informed of the progress thereof
to the extent that such Proceeding or Tax Claim could directly or indirectly
affect (adversely or otherwise) the Contributors and that the Representatives
shall have the right to review and comment on any and all submissions made to
the IRS, a court, or other governmental body with respect to such Tax Claim or
Tax Proceeding and that MCRLP will consider such comments in good faith.  As a condition to withholding their consent
to a settlement pursuant to the preceding sentence, the Representatives (i)
must have a reasonable basis to believe that such settlement would have a
material adverse impact on one or more Contributors with respect to a matter
covered by this Agreement and that such impact would be different from the
impact that would result for other holders of MCRLP Units who are not
Contributors (which the Representatives, upon request from MCRLP, shall
describe in reasonable detail in writing), (ii) the Representatives must
believe, based upon the advice of Hogan & Hartson L.L.P. (or another
comparable law firm) or a nationally recognized accounting firm, that it is
more likely than not that the position asserted by the Representatives would
prevail if it were to be asserted in a judicial proceeding (and upon request of
MCRLP, the


 


55

















 


Representatives shall provide to MCRLP a letter from such counsel or
accountants confirming such advice), and (iii) the Representatives shall offer
to assume the subsequent costs of defending and asserting the position asserted
by the Representatives and indemnify and hold harmless MCRLP and the Company from
any taxes and related interest and penalties to MCRLP or the Company resulting
from a subsequent judgment in excess of such amounts that would have been
imposed pursuant to the rejected settlement. 
(but not any other costs associated with such proceeding or any other
issues involved therein); provided that the foregoing shall not apply
with respect to, or otherwise restrict or limit in any matter, the exercise by
any of the Contributors of any rights or privileges provided for in Sections
6221-6234 of the Code and the Treasury Regulations thereunder or in the
Partnership Agreement in connection with any examination of federal or state
income tax matters related to the Contributors or MCRLP.


 


23.                                 PUBLICATION; CONFIDENTIALITY.


 


23.1.                        Upon the execution of this Agreement, MCRLP and
the Company shall have the right to make such public announcements or filings
as may be required by (i) the Securities Act, (ii) the Exchange Act, (iii) the
rules and listing standards of the New York Stock Exchange, Inc., (iv) any other
law of a jurisdiction to which MCRLP and the Company are subject, or (v) any
oral questions, interrogatories, requests for information, subpoena, civil
investigative demand, or similar process required by applicable rules, laws or
regulations by any court, law or administrative authority to which MCRLP and
the Company are subject. MCRLP and the Company also shall have the right to
make such public announcements or filings as they may deem reasonably prudent,
and shall be entitled to make such filings or announcements upon advice of
counsel as may be otherwise be deemed necessary.  In this connection, it should be noted that
the Company has determined that the entry into this Agreement will need to be
disclosed within four (4) business days of its execution on a Current Report on
Form 8-K under Item 1.01 thereof and that the Agreement will be filed as an
exhibit thereto or be filed as an exhibit to the Company’s next following
periodic report filed pursuant to the Exchange Act.


 


23.2.                        Except
as provided in Section 23.1 above, neither MCRLP nor the Contributors shall
disclose, and each shall direct its respective representatives, employees,
agents and consultants not to disclose, to any person or entity the fact that
MCRLP and the Contributors have entered into this Agreement nor any of the
terms, conditions or other facts with respect to this Agreement.  Notwithstanding the foregoing, either party
may disclose those terms and conditions which are required to be disclosed
pursuant to law or in order to comply with this Agreement; provided, however,
that the disclosing party shall use its best efforts to limit the disclosure to
the information necessary, shall advise any party to whom disclosure is made
that said terms and conditions are subject to a confidentiality requirement and
shall obtain the agreement of said party to keep any information disclosed to
it as confidential.  In the event of a
breach of the provisions of this Section 23.2, either party shall be entitled
to all of its rights and remedies at law or in equity.


 


23.3.                        Contributor
shall not disclose to any third party any information that is not public
information concerning the Company, MCRLP or any transaction or potential
transaction Contributor may become aware of involving the Company or MCRLP
without MCRLP’s prior written consent.


 


56

















 


24.                                 TAX MATTERS.


 


24.1.                        Subject
to Section 24.2, the Contributors will pay or provide for payment of all Taxes
due and payable on or after the Closing with respect to each Property LLLP
and/or each Property.  The Contributors
will prepare and timely file all Tax returns and reports required to be filed
on or after the Closing with respect to Taxes for which they are liable under
Section 24.2.  If MCRLP or its designee
shall acquire one or more Property LLLPs, such Tax returns shall be prepared in
a manner consistent with the reporting of all items of income or loss on prior
returns of each such Property LLLP (and any predecessor thereof) and the
Contributors shall obtain MCRLP’s approval prior to filing such tax returns,
which approval shall not be unreasonably withheld, conditioned or delayed.  The Contributors will provide MCRLP with a
copy of such Tax returns or reports no later than ten (10) days after
filing.  MCRLP will file all Tax returns
or reports required to be filed with respect to the Properties and/or the
Property LLLPs after the Closing Date for all taxable periods beginning before
the Closing Date and ending after the Closing Date and such Taxes shall be
allocated between the Contributors and MCRLP in accordance with their
respective periods of ownership of the Properties and/or the Property
LLLPs.  Notwithstanding anything herein
to the contrary, the provisions of this Section 24.1 shall survive the Closing
Date, until the applicable period of any statute of limitation on assessments
of any of such Taxes has expired.


 


24.2.                        Except
as provided in this Section 24.2, the Contributors shall pay any and all Taxes
including, without limitation, Taxes imposed with respect to its business and
the ownership or operation of the Properties and/or the Property LLLPs for all
taxable periods (or portions thereof) ending on or prior to the Closing,
imposed upon MCRLP based, in whole or in part, upon the failure to comply with
the bulk sales laws, in any case other than Taxes for which a Property LLLP (or
any successor thereto) has established reserves or for which a Property LLLP
has otherwise made provision.  MCRLP
shall be liable and shall pay all Taxes with respect to its business and the
ownership or operation of the Properties or the Property LLLPs (or any
successor thereto) for all taxable periods (or portions thereof) ending after
the Closing; provided, however, that MCRLP will not be liable for Taxes with
respect to a Property LLLP (or any successor thereto) to the extent that
Section 1.2 is implicated with respect to such Property LLLP.  The Contributors or MCRLP, as the case may
be, shall be responsible for preparing and filing (with the cooperation of the
other) any and all Tax returns and reports for Taxes for which they are liable
pursuant to this Section 24.2.


 


24.3.                        MCRLP
is hereby authorized by the Contributors, in MCRLP’s sole discretion, to file
any applicable proceeding in respect of the property tax roll for the reduction
of the assessed valuation of any Property. 
The net refund of Taxes, if any, for any tax year for which the
Contributors or MCRLP shall be entitled to share in the refund shall be divided
between the Contributors and MCRLP in accordance with the apportionment of
Taxes pursuant to the provisions hereof; provided, however, that any amounts
for which MCRLP would have an obligation to refund such Taxes to a Tenant of
any Property shall be apportioned to MCRLP to meet such obligation to refund
such Taxes to any such Tenant.  All
expenses in connection therewith, including counsel fees, shall be borne by the
Contributors and MCRLP in proportion to their ownership period of the asset in
question.  The Contributors and MCRLP
each agree to grant to the other a limited power of attorney or other
authorization necessary to carry out the intention of this Section 24.3.


 


57

















 


24.4.                        “Taxes” mean all federal, state, county,
local, foreign and other taxes of any kind whatsoever (including, without
limitation, income, profits, premium, estimated, excise, sales, use, occupancy,
gross receipts, franchise, ad valorem, severance, capital levy, production,
transfer, license, stamp, environmental, withholding, employment, unemployment
compensation, payroll related and property taxes, import duties and other
governmental charges or assessments), whether or not measured in whole or in
part by net income, and including deficiencies, interest, additions to tax or
interest, and penalties with respect thereto, and including expenses associated
with contesting any proposed adjustment related to any of the foregoing.


 


24.5.                        In
the event it is determined by the applicable Governmental Authority that,
notwithstanding the fact that the parties intend that the transactions
contemplated herein should be treated as a sale of Transferred Interests and
not as a sale of direct interests in real property, that applicable Maryland
state and/or county real property transfer or recordation taxes are payable in
connection with this transaction, then each of the parties shall have a right
to protest such determination, at their sole cost and expense and with the
reasonable cooperation of the other party(ies); provided, however, in the event
that a final determination is made that any such Taxes are payable, each of (i)
the Contributors and (ii) MCRLP shall bear fifty percent (50%) of the Taxes so
determined to be payable and, in any event, any real property transfer taxes
otherwise resulting from the transactions contemplated herein.  The terms of this Section 24.5 shall survive
the Closing for the applicable period of the statute of limitations.


 


25.                                 DEFAULT REMEDIES; INDEMNITY.


 


25.1.                        In
the event all conditions precedent have been satisfied but MCRLP fails to
perform on the Closing Date, MCRLP’s sole liability and Contributor’s sole
recourse shall be limited to the receipt and retention of the Deposit.  Contributor agrees that retention of the
Deposit constitutes fixed and liquidated damages resulting from MCRLP’s
default, and Contributor waives any other claim, at law or in equity, either
against MCRLP or against any person, known or unknown, disclosed or
undisclosed.


 


25.2.                        In
the event MCRLP defaults in the performance of any obligation or agreement to
be performed by it under this Agreement after the Closing Date, and such
default is not cured within thirty (30) days after written notice of default is
given by the GP Contributors, or any one of them, to MCRLP, the GP Contributors
shall be entitled to enforce against MCRLP any and all rights and remedies at
law or in equity; provided, however, MCRLP’s maximum aggregate
liability on account of a breach of any of its obligations hereunder other than
its obligations under Section 21 hereof shall not exceed the sum of THREE
MILLION DOLLARS ($3,000,000.00) provided, further, however, that the aforesaid
limit upon MCRLP’s liability shall not apply to any obligation of MCRLP under
Section 21 or Section 22 hereof.


 


25.3.                        (a)                                  In
the event of a breach any of the representations or warranties made by the GP
Contributors and the Property LLLPs under this Agreement or in any document,
agreement or estoppel executed and delivered by them pursuant to this
Agreement, or in the event the GP Contributors or the Property LLLPs default in
the performance of any obligation or agreement to be performed by them
hereunder, MCRLP shall be entitled to enforce against the Contributors any and
all rights and remedies available at law or in equity, including, without


 


58

















 


limitation, an action seeking specific
performance, subject, however, to the provisions of Section 25.3(b) hereof.


 


(b)                                 The
following limitations shall apply with respect to the rights and remedies
available to MCRLP under this Agreement:


 


(i)                                     If
MCRLP discovers the breach of a representation or warranty by the Contributors
or the Property LLLPs, or any one of them, prior to the Closing Date, the
provisions of Section 7.7 hereof shall govern, to the extent applicable.


 


(ii)                                  With
respect to any breach of the representations and warranties set forth in
Section 7.1 hereof or with respect to any breach of the covenants set forth in
Section 8 hereof that are discovered by MCRLP after the Closing Date, the
maximum aggregate liability of all the Contributors shall not exceed the sum of
THREE MILLION DOLLARS ($3,000,000.00) and recourse for the recovery of damages
on account of any breach shall be limited to the Escrow Pool (as defined below)
established pursuant to Section 25.4 hereof.


 


(iii)                               It
is specifically understood and agreed that there shall be no limit on the
amount of damages that MCRLP shall be entitled to recover from the GP
Contributors on account of a breach of any of the representations, warranties
or indemnities set forth in Sections 7.2 or 7.3 hereof, except that the
liability of any GP Contributor on account of a breach of any of the
representations or warranties set forth in Section 7.3 shall be limited to the
value of the Units and the cash consideration received by such GP Contributor
in this transaction.  It is further
understood and agreed that in the event of a breach of any of the
representations, warranties or indemnities set forth in Sections 7.2 or 7.3, MCRLP
shall be entitled, at its option, to seek recourse for the damages resulting
from such breach from the Escrow Pool established pursuant to Section 25.4
hereof, but MCRLP shall be under no obligation to proceed against the Escrow
Pool for the satisfaction of such damages, nor shall the amount of damages
recoverable by MCRLP be limited to the amount of the Escrow Pool


 


(iv)                              MCRLP
shall not be entitled to seek any damages suffered by it on account of a breach
of any representation or warranty set forth herein unless the damages exceed
the sum of ONE HUNDRED THOUSAND DOLLARS ($100,000.00), but once this threshold
is reached, then MCRLP shall be entitled to seek recovery of all the damages,
subject to any other limitations otherwise provided herein.


 


25.4.                        As
security for the obligations of the Contributors hereunder, Units comprising a
part of the Consideration having a value of not less than THREE MILLION DOLLARS
($3,000,000.00) shall be deposited in escrow at the Closing with Goulston &
Storrs (“Escrow Holder”) (such
Units shall constitute the “Escrow Pool”)
to be held and applied in accordance with the terms of this Agreement and the
Escrow Agreement attached hereto as Exhibit
R.  In the event MCRLP
shall be entitled to recover damages from the Contributors on account of any
breach or default hereunder, MCRLP shall be entitled to receive and retain
Units having a value equal to the amount of such damages, subject to any
limitations set forth herein on the amount of such damages.  For purposes of this Section 25.4, the value
of the Units to be received and


 


59

















 


retained by MCRLP shall be calculated with
reference to the average closing price as reported on the New York Stock
Exchange for the Company’s Common Stock over the twenty (20) consecutive trading
days ending two (2) trading days prior to the date on which MCRLP delivers
written notice to Contributors’ counsel (as designated in Article 26 of this
Agreement) of its claim to recover damages. 
It is understood and agreed that recourse to the Escrow Pool shall be
MCRLP’s sole remedy with respect to a breach or default of any of the
representations or warranties set forth in Section 7.1 hereof or any of the
agreements set forth in Section 8 hereof, but that recourse to the Escrow Pool
on account of a breach of any of the representations or warranties set forth in
Sections 7.2 or 7.3, or a breach of any other provisions of this Agreement, is
optional on the part of MCRLP.  The
Escrow Pool, to the extent not used to satisfy damages of MCRLP, shall be distributed
to the Distributors at such time all the representations and warranties set
forth in Section 7.1 shall cease to survive.


 


25.5.                        This
Article 25 shall survive the Closing for the applicable period of the statute
of limitations.


 


25.6.                        Notwithstanding
anything to the contrary contained herein, except to the extent otherwise
provided in Sections 9.4, 16.3 and 25.3 (b)(iii) hereof, no Contributor shall
have any personal liability for any indemnity obligation or for any breach of
any representation or warranty contained herein, it being understood that,
except as provided in Sections 9.4, 16.3 and 25.3(b)(iii), the liability of
each Contributor shall be limited to the value of the Units and cash
consideration received by such Contributor under this Agreement or, to the
extent Section 25.3(b)(ii) is applicable, to the Units deposited by such
Contributor into the Escrow Pool.


 


26.                                 NOTICE.


 


All notices, demands, requests, or other writings in this Agreement
provided to be given or made or sent, or which may be given or made or sent, by
either party hereto to the other, shall be in writing and shall be delivered by
depositing the same with any nationally recognized overnight delivery service,
or by telecopy or fax machine, in either event with all transmittal fees
prepaid, properly addressed, and sent to the following addresses:


 


	
  If to MCRLP:

  	
   

  	
  c/o
  Mack-Cali Realty Corporation

  
	
   

  	
   

  	
  11 Commerce
  Drive

  
	
   

  	
   

  	
  Cranford,
  New Jersey 07016

  
	
   

  	
   

  	
  with two (2)

  
	
   

  	
   

  	
  separate
  copies

  
	
   

  	
   

  	
  of the
  notice sent

  
	
   

  	
   

  	
  to the
  attention of:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Mitchell E.
  Hersh

  
	
   

  	
   

  	
  President
  and Chief Executive Officer

  
	
   

  	
   

  	
  (908)
  272-2009 (Tele)

  
	
   

  	
   

  	
  (908)
  272-0214 (Fax)

  
	
   

  	
   

  	
   

  	
  and

  
	
   

  	
   

  	
  Roger W.
  Thomas

  
	
   

  	
   

  	
  Executive
  Vice President and General Counsel

  



 


60

















 


	 
	
   

  	
   

  	
  (908)
  272-2612 (Tele)

  	 

	 
	
   

  	
   

  	
  (908)
  272-0485 (Fax)

  	 

	 
	
   

  	
   

  	
   

  	 

	 
	
  with a copy
  to:

  	
   

  	
  Goulston
  & Storrs

  	 

	 
	
   

  	
   

  	
  2001 K
  Street, NW

  	 

	 
	
   

  	
   

  	
  Suite 1100

  	 

	 
	
   

  	
   

  	
  Washington,
  D.C. 20007

  	 

	 
	
   

  	
   

  	
  Attn:
  Sheldon J. Weisel

  	 

	 
	
   

  	
   

  	
  (202)
  721-1135 (Tele)

  	 

	 
	
   

  	
   

  	
  (202)
  263-0535 (Fax)

  	 

	 
	
   

  	
   

  	
   

  	 

	 
	
   

  	
   

  	
  Seyfarth
  Shaw LLP

  	 

	 
	
   

  	
   

  	
  1270 Avenue
  of the Americas

  	 

	 
	
   

  	
   

  	
  Suite 2500

  	 

	 
	
   

  	
   

  	
  New York,
  New York 10020

  	 

	 
	
   

  	
   

  	
  Attn: John
  P. Napoli

  	 

	 
	
   

  	
   

  	
  (212)
  218-5620 (Tele)

  	 

	 
	
   

  	
   

  	
  (212)
  218-5527 (Fax)

  	 

	 
	
   

  	
   

  	
   

  	 

	
  If to a
  Contributor:

  	
   

  	
  To the
  address for such Contributor set forth on Exhibit
  A annexed hereto.

  
	
   

  	
   

  	
   

  
	
  with a copy
  to:

  	
   

  	
  Grossberg,
  Yochelson, Fox & Beyda

  
	
   

  	
   

  	
  2000 L
  Street, NW

  
	
   

  	
   

  	
  Suite 675

  
	
   

  	
   

  	
  Washington,
  D.C. 20036

  
	
   

  	
   

  	
  Attn: C.
  Richard Beyda

  
	
   

  	
   

  	
  (202)
  296-9696 (Tele)

  
	
   

  	
   

  	
  (202)
  296-7777 (Fax)

  
						



 


	
  If to a

  Representative:

  	
   

  	
  To the address for such Contributor set forth on Exhibit
  A annexed hereto.

  
	
   

  	
   

  	
   

  
	
  with a copy to:

  	
   

  	
  Hogan & Hartson L.L.P.

  
	
   

  	
   

  	
  555 Thirteenth Street, N.W.

  
	
   

  	
   

  	
  Washington, D.C. 20004

  
	
   

  	
   

  	
  Attn: Prentiss E. Feagles

  
	
   

  	
   

  	
  (202) 637-5781 (Tele)

  
	
   

  	
   

  	
  (202) 637-5910 (Fax)

  



 


or to such other address as either party may from time to time designate
by written notice to the other.  Notices
given by (i) overnight delivery service as aforesaid shall be deemed received
and effective upon actual receipt provided a delivery receipt is obtained and
(ii) telecopy or fax


 


61

















 


machine shall be deemed given at the time and on the date of machine
transmittal provided same is sent prior to 5:00 p.m. on a business day (if sent
later, then notice shall be deemed given on the next business day).  Notices may be given by counsel for the
parties described above, and such notices shall be deemed given by said party,
for all purposes hereunder.


 


27.                                 EMPLOYEE MATTERS.


 


27.1.                        With
respect to the Mack-Cali plans, programs and arrangements listed on Schedule 27.1 and any vacation, sick
time or other compensation policy of the Property LLLPs, which takes into
account an employee’s length of service, Mack-Cali shall grant all New
Employees on and after the Closing Date credit for all service with the
Property LLLPs and any affiliates thereof and their respective predecessors
prior to the Closing Date for purposes for which such service was recognized by
the Property LLLPs, and any affiliates thereof under the plans or programs
listed on Schedule 27.1,
including without limitation the Mack-Cali 401(k) Plan.  Mack-Cali shall have no liability to any
current or former employees of the Property LLLPs, or any affiliate thereof who
are not New Employees, including without limitation any liabilities which may
arise as a result of the consummation of the transactions contemplated by this
Agreement, under any plans or programs listed on Schedule 27.1, or arising under applicable federal or
state law including without limitation under the Worker Adjustment and
Retraining Notification Act (WARN) and Consolidated Omnibus Budget
Reconciliation Act of 1985 (COBRA).  The
provisions of this Section 27.1 shall survive the Closing.


 


27.2.                        Upon
commencement of employment, New Employees shall be covered by the employee
welfare plans maintained by Mack-Cali, including without limitation, medical
and health plans as described in this Section. 
Upon commencement of participation by New Employees in the Mack-Cali
medical and health plans, Mack-Cali shall (i) credit all New Employees on and
after the Closing Date with any employee payments made under any medical or
health plans of any Property LLLP which have been paid in partial or full
satisfaction of deductible requirements under such medical or health plans for
purposes of satisfying deductible requirements under the corresponding
Mack-Cali medical and health plans, and (ii) waive any preexisting condition
exclusion and actively-at-work requirements (other than for New Employees not
actively-at-work due to a disability which is expected to last more than five
(5) days) under the Mack-Cali plans and programs set forth on Schedule 27.1.  The Property LLLPs shall provide Mack-Cali or
shall cause its insurance carrier to provide Mack-Cali with the applicable
payment information as soon as practicable following the Closing Date.  Mack-Cali may, at its option, for a period
which ends no later than the December 31 following the Closing Date continue to
provide to New Employees medical and health benefits substantially similar to
and on the same terms and conditions as some or all of such benefits previously
provided to New Employees prior to the Closing Date by their respective former
employers.


 


27.3.                        The
New Employees will be hired directly by Mack-Cali and their employment with any
Property LLLP or any affiliate thereof shall terminate and their employment
with Mack-Cali shall begin as of the Closing Date.  Mack-Cali shall not be liable to any
independent contractor of the Property LLLP or any affiliate thereof or to any
New Mack-Cali Employee or to any Property LLLP or any affiliate thereof for any
compensation, benefits or other liabilities related to any employment or
services performed, or otherwise, which were incurred or accrued prior to the
Closing Date, except for vacation time and any wages for which an adjustment


 


62

















 


pursuant to Section 13.1(g) of this Agreement
is being made.  The Property LLLPs shall
not be liable to any New Employees or other personnel (i.e., independent
contractors of the Property LLLPs or any affiliate thereof) for vacation time
and wages pursuant to which MCRLP receives a credit under Section 13.1(g).


 


27.4.                        Mack-Cali
shall not be required to assume with respect to any New Mack-Cali Employee any
agreement related to employment, compensation or benefits.  Mack-Cali shall cause its 401(k) Plan to
accept transfers of account balances from the Mack 401(k) Plan by way of direct
rollover.  Except as otherwise provided
herein with respect to New Employees, all liabilities with respect to current
or former employees of the Property LLLPs or any affiliate thereof, whether
incurred under a plan or program listed on Schedule
27.1 or otherwise, are the sole responsibility of the Property
LLLPs or any affiliate thereof.  The
provisions of this Section 27.4 shall survive the Closing.


 


27.5.                        Mack-Cali
will credit New Employees with any unused vacation time as of the Closing Date.


 


28.                                 MISCELLANEOUS.


 


28.1.                        This
Agreement and the other Transaction Documents constitutes the entire agreement
between the parties and incorporates and supersedes all prior negotiations and
discussions between the parties with respect to the subject matter hereof.  This Agreement shall be binding upon and
inure solely to the benefit of each party hereto and their successors and assigns,
and nothing in the Agreement express or implied, is intended to confer upon any
other person any rights or remedies of any nature whatsoever under or by reason
of this Agreement.


 


28.2.                        This
Agreement cannot be amended, waived or terminated orally, but only by an
agreement in writing signed by the party to be charged.


 


28.3.                        This
Agreement shall be interpreted and governed by the laws of the State of
Maryland and shall be binding upon the parties hereto and their respective
successors and assigns.  The parties
hereto hereby submit, and waive any objections, to the jurisdiction of the
courts of the State of Maryland and of the courts of The United States of
America situated in the State of Maryland.


 


28.4.                        The
caption headings in this Agreement are for convenience only and are not
intended to be part of this Agreement and shall not be construed to modify,
explain or alter any of the terms, covenants or conditions herein contained.


 


28.5.                        If
any term, covenant or condition of this Agreement is held to be invalid,
illegal or unenforceable in any respect, this Agreement shall be construed
without such provision.


 


28.6.                        Prior
to and after the Closing, each party shall, from time to time, execute,
acknowledge and deliver such further instruments, in recordable form, if
necessary, and perform such additional acts, as the other party may reasonably
request in order to effectuate the intent of this Agreement, within thirty (30)
days of the request.  Except with respect
to Contributors’ admission to MCRLP as limited partners as contemplated herein,
nothing contained in this Agreement shall be deemed to create any rights or
obligations of partnership, joint venture or


 


63

















 


similar association between
Contributor and MCRLP  This Agreement
shall be given a fair and reasonable construction in accordance with the
intentions of the parties hereto, and without regard to or aid of canons
requiring construction against the Contributors, MCRLP or the party whose
counsel drafted this Agreement. The provisions of this Section shall survive
the Closing.


 


28.7.                        This
Agreement shall not be effective or binding until such time as it has been
executed and delivered by all parties hereto. 
This Agreement may be executed by the parties hereto in counterparts,
all of which together shall constitute a single Agreement.


 


28.8.                        All
references herein to any Section, Exhibit or Schedule shall be to the Sections
of this Agreement and to the Exhibits and Schedules annexed hereto unless the
context clearly dictates otherwise.  All
of the Exhibits annexed hereto are, by this reference, incorporated herein.


 


28.9.                        Whenever
used herein, the singular number shall include the plural, the plural shall
include the singular, and the use of any gender shall be applicable to all
genders.


 


28.10.                  In
the event of any litigation or alternative dispute resolution between MCRLP and
Contributors in connection with this Agreement or the transaction contemplated
herein, the non-prevailing party in such litigation or alternative dispute
resolution shall be responsible for payment of all expenses and reasonable
attorneys’ fess incurred by the prevailing party.  The provisions of this Section 28.10 shall
survive the Closing.


 


28.11.                  Upon
written request by MCRLP, the Contributors agree to engage an accounting firm
(the “Accounting Firm”) that is
registered with the Public Company Accounting Oversight Board and which
Accounting Firm is reasonably acceptable to MCRLP to prepare audited financial
statements for any Property LLLP and the Contributors that comply with
Regulation 210.3-14 (Instruction for Real Estate Operations to be Acquired) of
Regulation S-X (the “3-14 Financial
Statements”).  MCRLP hereby
agrees to pay for all reasonable third party fees and expenses incurred by the
Contributors in connection with the preparation of such 3-14 Financial
Statements.  MCRLP shall pay to the
Contributors any such fees and expenses within thirty (30) days of the
Contributors’ request for payment.  The
Contributors’ request for payment shall be accompanied by statements or
invoices evidencing the fees and expenses incurred in connection with the
preparation of the 3-14 Financial Statements. MCRLP’s obligations under this
Section 28.11 shall survive Closing. The Contributors agree to use their
commercially reasonable efforts to cause the Accounting Firm to deliver the
3-14 Financial Statements by March 15, 2006. The Contributors agree to advise
MCRLP within a reasonable period of time of the estimated cost for the
preparation of the 3-14 Financial Statements; provided, however, that such
estimate shall not be binding in any respect on the Contributors.


 


[BALANCE
OF PAGE INTENTIONALLY BLANK; SIGNATURE PAGES FOLLOW.]


 


64

















 


IN WITNESS WHEREOF, the parties hereto have
executed this Agreement as of the day and year first above written.


 


	
   

  	
  MACK-CALI REALTY, L.P., a Delaware limited partnership

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Mack-Cali Realty
  Corporation, a Maryland

  	
   

  
	
   

  	
   

  	
   

  	
  corporation, its general
  partner

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ MITCHELL E. HERSH

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Mitchell E. Hersh

  
	
   

  	
   

  	
   

  	
   

  	
  President and Chief
  Executive Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  TENTH SPRINGHILL LAKE
  ASSOCIATES L.L.L.P.,
  a

  Maryland limited liability limited partnership

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ ALBERT H. SMALL

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Albert H. Small

  	
   

  
	
   

  	
   

  	
  Title:

  	
  General Partner

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ELEVENTH SPRINGHILL LAKE
  ASSOCIATES L.L.L.P.,
  a

  Maryland limited liability limited partnership

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ ALBERT H. SMALL

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Albert H. Small

  	
   

  
	
   

  	
   

  	
  Title:

  	
  General Partner

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  TWELFTH SPRINGHILL LAKE ASSOCIATES
  L.L.L.P., a

  Maryland limited liability limited partnership

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ ALBERT H. SMALL

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Albert H. Small

  	
   

  
	
   

  	
   

  	
  Title:

  	
  General Partner

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  FOURTEENTH SPRINGHILL LAKE
  ASSOCIATES L.L.L.P.,
  a

  Maryland limited liability limited partnership

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ ALBERT H. SMALL

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Albert H. Small

  	
   

  
	
   

  	
   

  	
  Title:

  	
  General Partner

  	
   

  
								



 


65

















 


	
   

  	
  GREENBELT ASSOCIATES, a Maryland general partnership

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ ALBERT H. SMALL

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Albert H. Small

  	
   

  
	
   

  	
   

  	
  Title:

  	
  General Partner

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SIXTEENTH SPRINGHILL LAKE
  ASSOCIATES L.L.L.P.,
  a

  Maryland limited liability limited partnership

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ ALBERT H. SMALL

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Albert H. Small

  	
   

  
	
   

  	
   

  	
  Title:

  	
  General Partner

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GP CONTRIBUTORS:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ ALBERT H. SMALL

  	
   

  	
   

  
	
   

  	
   

  	
  Albert H. Small, as a GP Contributor

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ THEODORE N. LERNER

  	
   

  	
   

  
	
   

  	
   

  	
  Theodore N. Lerner, as a GP Contributor

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ RALPH OCHSMAN

  	
   

  	
   

  
	
   

  	
   

  	
  Ralph Ochsman, as a GP Contributor

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ RICHARD PERKINS

  	
   

  	
   

  
	
   

  	
   

  	
  Richard Perkins, as a GP Contributor

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GUDELSKY BROTHERS, a general partnership, as a GP

  Contributor

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ JACK C. MERRIMAN

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Jack C. Merriman

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Partner

  	
   

  
											



 


66

















 


IN WITNESS WHEREOF, the undersigned party has
executed this Agreement as of the day and year first above written solely with
regard to its rights and obligations under Section 20.1 of this Agreement.


	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MACK-CALI REALTY CORPORATION, a Maryland corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ MITCHELL E. HERSH

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Mitchell E. Hersh

  	
   

  
	
   

  	
   

  	
   

  	
  President and Chief
  Executive Officer

  	
   

  
						



 


67

















 


TABLE OF
CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  1.

  	
  CONTRIBUTION
  AND EXCHANGE; ALTERNATIVE STRUCTURE

  	
  3

  
	
   

  	
   

  	
   

  
	
  2.

  	
  CONSIDERATION
  AND DEPOSIT

  	
  3

  
	
   

  	
   

  	
   

  
	
  3.

  	
  REDEMPTION

  	
  6

  
	
   

  	
   

  	
   

  
	
  4.

  	
  OPTION
  TO PURCHASE

  	
  7

  
	
   

  	
   

  	
   

  
	
  5.

  	
  INSPECTION
  PERIOD; MCRLP’S RIGHT OF TERMINATION AND REJECTION PRIOR TO CLOSING; AS IS
  CONDITION

  	
  7

  
	
   

  	
   

  	
   

  
	
  6.

  	
  TITLE;
  MATTERS TO WHICH THIS EXCHANGE IS SUBJECT

  	
  9

  
	
   

  	
   

  	
   

  
	
  7.

  	
  REPRESENTATIONS
  AND WARRANTIES OF THE GP CONTRIBUTORS AND THE PROPERTY LLLPs

  	
  12

  
	
   

  	
   

  	
   

  
	
  8.

  	
  COVENANTS
  OF THE GP CONTRIBUTORS AND THE PROPERTY LLLPs

  	
  22

  
	
   

  	
   

  	
   

  
	
  9.

  	
  LEASING
  COMMISSIONS AND TENANT IMPROVEMENT OBLIGATIONS

  	
  26

  
	
   

  	
   

  	
   

  
	
  10.

  	
  ESTOPPEL
  CERTIFICATES

  	
  28

  
	
   

  	
   

  	
   

  
	
  11.

  	
  REPRESENTATIONS
  AND WARRANTIES OF MCRLP AND THE COMPANY

  	
  29

  
	
   

  	
   

  	
   

  
	
  12.

  	
  CLOSING

  	
  30

  
	
   

  	
   

  	
   

  
	
  13.

  	
  ADJUSTMENTS

  	
  34

  
	
   

  	
   

  	
   

  
	
  14.

  	
  CONDITIONS
  PRECEDENT TO CLOSING

  	
  36

  
	
   

  	
   

  	
   

  
	
  15.

  	
  ASSIGNMENT

  	
  38

  
	
   

  	
   

  	
   

  
	
  16.

  	
  BROKER

  	
  38

  
	
   

  	
   

  	
   

  
	
  17.

  	
  CASUALTY
  LOSS

  	
  39

  
	
   

  	
   

  	
   

  
	
  18.

  	
  CONDEMNATION

  	
  40

  
	
   

  	
   

  	
   

  
	
  19.

  	
  TRANSFER
  RESTRICTIONS; RIGHT OF FIRST REFUSAL

  	
  40

  
	
   

  	
   

  	
   

  
	
  20.

  	
  REGISTRATION
  RIGHTS

  	
  43

  
	
   

  	
   

  	
   

  
	
  21.

  	
  DEBT
  MAINTENANCE

  	
  43

  
	
   

  	
   

  	
   

  
	
  22.

  	
  SALE
  OF THE PROPERTY

  	
  50

  
	
   

  	
   

  	
   

  
	
  23.

  	
  PUBLICATION;
  CONFIDENTIALITY

  	
  56

  
	
   

  	
   

  	
   

  
	
  24.

  	
  TAX
  MATTERS

  	
  57

  
	
   

  	
   

  	
   

  
	
  25.

  	
  DEFAULT
  REMEDIES; INDEMNITY

  	
  58

  
	
   

  	
   

  	
   

  
	
  26.

  	
  NOTICE

  	
  60

  
	
   

  	
   

  	
   

  
	
  27.

  	
  EMPLOYEE
  MATTERS

  	
  62

  
	
   

  	
   

  	
   

  
	
  28.

  	
  MISCELLANEOUS

  	
  63

  



 

















 


TABLE OF
CONTENTS


 


	
  3

  	
   

  
	
   

  	
   

  
	
  3-14 Financial
  Statements

  	
  64

  
	
   

  	
   

  
	
  A

  	
   

  
	
   

  	
   

  
	
  Access Agreement

  	
  7

  
	
  Accounting Firm

  	
  53, 64

  
	
  Additional Rents

  	
  35

  
	
  Agreement

  	
  1

  
	
  Allocated
  Property Values

  	
  3

  
	
  Anniversary

  	
  40

  
	
  Anniversary Date

  	
  43

  
	
  Assumed Debt

  	
  2, 10

  
	
  Assumed Debt
  Amount

  	
  3

  
	
   

  	
   

  
	
  B

  	
   

  
	
   

  	
   

  
	
  Base Value

  	
  4

  
	
  Books and
  Records

  	
  31

  
	
  Built-in Gain

  	
  52

  
	
   

  	
   

  
	
  C

  	
   

  
	
   

  	
   

  
	
  Capital Office
  Debt

  	
  45

  
	
  Capital Office
  Owner

  	
  1

  
	
  Capital Office
  Owners

  	
  1

  
	
  CERCLA

  	
  14

  
	
  Certificate

  	
  4

  
	
  Closing

  	
  30

  
	
  Closing Date

  	
  30

  
	
  Code

  	
  16

  
	
  Common Stock

  	
  4

  
	
  Company

  	
  2

  
	
  Consent Period

  	
  47

  
	
  Consideration

  	
  3

  
	
  Contaminants

  	
  14

  
	
  Contributor
  401(k) Plan

  	
  16

  
	
  Contributor Debt
  Amount

  	
  43

  
	
  Contributor
  Default

  	
  47

  
	
  Contributor
  Guantee

  	
  45

  
	
  Contributor
  Indemnities

  	
  43

  
	
  Contributor
  Indemnity

  	
  43

  
	
  Contributor
  Units

  	
  4

  
	
  Contributor’s
  Broker

  	
  38

  
	
  Contributors

  	
  1

  
	
  Contributors’
  Lease Costs

  	
  27

  
	
  Contributors’
  Title Response

  	
  10

  
	
  Conversion

  	
  2

  
	
  CRC

  	
  22

  
	
   

  	
   

  
	
  D

  	
   

  
	
   

  	
   

  
	
  Declaration

  	
  11

  
	
  Deposit

  	
  4

  
	
  Discharge

  	
  15

  
	
  Disposition
  Notice

  	
  41

  
	
  Disposition
  Securities

  	
  41

  
	
  Dissolution
  Proceeds

  	
  43

  
	
  Distribution
  Date

  	
  5

  
	
   

  	
   

  
	
  E

  	
   

  
	
   

  	
   

  
	
  Eleventh LLLP

  	
  1

  
	
  Environmental
  Documents

  	
  15

  
	
  Environmental
  Laws

  	
  14, 15

  
	
  ERISA

  	
  16

  
	
  Escrow Agent

  	
  4

  
	
  Escrow Holder

  	
  59

  
	
  Escrow Pool

  	
  59

  
	
  Estoppel
  Certificates

  	
  28

  
	
  Exchange Act

  	
  20

  
	
  Exchange
  Property

  	
  3

  
	
  Execution Date

  	
  1

  
	
  Exercise Notice

  	
  41

  
	
  Existing Loan
  Documents

  	
  2

  
	
  Express
  Representations

  	
  8

  
	
   

  	
   

  
	
  F

  	
   

  
	
   

  	
   

  
	
  Family Member

  	
  42

  
	
  First Tier Debt

  	
  43

  
	
  First Tier
  Indemnities

  	
  44

  
	
  First Tier
  Indemnity

  	
  44

  
	
  Fourteenth LLLP

  	
  1

  
	
   

  	
   

  
	
  G

  	
   

  
	
   

  	
   

  
	
  Governmental
  Authorities

  	
  13

  
	
  Governmental
  Authority

  	
  19

  
	
  GP Contributor

  	
  1

  
	
  GP Contributors

  	
  1

  
	
  Greenbelt

  	
  1

  
	
  GSA

  	
  27

  
	
  GSA Edmonston
  Lease

  	
  27

  
	
   

  	
   

  
	
  I

  	
   

  
	
   

  	
   

  
	
  Indemnities

  	
  44

  
	
  Inspection
  Period

  	
  7

  
	
   

  	
   

  
	
  L

  	
   

  
	
   

  	
   

  
	
  Lawyers Title

  	
  10

  
	
  Lease

  	
  7

  
	
  Lender’s
  Estoppel

  	
  5

  
	
  Letter of Credit

  	
  5

  
	
  LP Contributors

  	
  1

  
	
   

  	
   

  
	
  M

  	
   

  
	
   

  	
   

  
	
  Mack-Cali

  	
  2

  
	
  Major Tenant

  	
  28

  
	
  Make Whole
  Payment

  	
  52

  
	
  MCRLP

  	
  1

  
	
  MCRLP Knowledge
  Persons

  	
  22

  
	
  MCRLP’s Lease
  Costs

  	
  27

  
	
  MCRLP’s Title
  Objection Letter

  	
  10

  



 

















 


INDEX


 


	
  N

  	
   

  
	
   

  	
   

  
	
  New Employees

  	
  16

  
	
  Notice Period

  	
  41

  
	
   

  	
   

  
	
  O

  	
   

  
	
   

  	
   

  
	
  OFAC

  	
  19

  
	
  OP Agreement

  	
  6

  
	
  Option

  	
  7

  
	
  Option Agreement

  	
  7

  
	
  Option
  Contributor

  	
  2

  
	
  Option
  Properties

  	
  2

  
	
  Option Property

  	
  2

  
	
  Option Property
  Owner

  	
  1

  
	
  Option Property
  Owners

  	
  1

  
	
  Option Purchase
  Price

  	
  7

  
	
  Outside Closing
  Date

  	
  30, 38

  
	
   

  	
   

  
	
  P

  	
   

  
	
   

  	
   

  
	
  Partnership
  Acknowledgment

  	
  33

  
	
  Partnership Debt

  	
  44

  
	
  Permitted
  Encumbrances

  	
  9

  
	
  Personal
  Property

  	
  14

  
	
  Proceeding

  	
  55

  
	
  Properties

  	
  2

  
	
  Property

  	
  2

  
	
  Property
  Financials

  	
  17

  
	
  Property LLLP

  	
  1

  
	
  Property LLLPs

  	
  1

  
	
  Property Owner
  Interests

  	
  2

  
	
  Proposed
  Purchaser

  	
  41

  
	
  Purchase Option

  	
  41

  
	
   

  	
   

  
	
  Q

  	
   

  
	
   

  	
   

  
	
  Qualified
  Indebtedness

  	
  44

  
	
   

  	
   

  
	
  R

  	
   

  
	
   

  	
   

  
	
  Refinanced Debt

  	
  44, 45

  
	
  Refundable
  Deposit

  	
  4

  
	
  Rent Roll

  	
  12

  
	
  Representatives

  	
  44

  
	
  Restricted
  Period

  	
  50

  
	
   

  	
   

  
	
  S

  	
   

  
	
   

  	
   

  
	
  SEC Documents

  	
  20

  
	
  Second Tier Debt

  	
  44

  
	
  Second Tier
  Indemnities

  	
  44

  
	
  Second Tier
  Indemnity

  	
  44

  
	
  Securities Act

  	
  19

  
	
  Security Deposit

  	
  13

  
	
  Seller
  Organizational Documents

  	
  17

  
	
  Seller’s Estoppel
  Certificates

  	
  28

  
	
  Selling
  Contributor

  	
  41

  
	
  Service
  Contracts

  	
  7

  
	
  Sixteenth LLLP

  	
  1

  
	
   

  	
   

  
	
  T

  	
   

  
	
   

  	
   

  
	
  Tax Claim

  	
  55

  
	
  Taxes

  	
  58

  
	
  Tenants

  	
  9

  
	
  Tenth LLLP

  	
  1

  
	
  Third Tier Debt

  	
  45

  
	
  Third Tier
  Indemnities

  	
  45

  
	
  Third Tier
  Indemnity

  	
  45

  
	
  Title
  Commitments

  	
  10

  
	
  Title Company

  	
  10

  
	
  Title Documents

  	
  10

  
	
  Title Policy

  	
  11

  
	
  Transfer

  	
  20

  
	
  Transferred

  	
  40

  
	
  Transferred Interest

  	
  2

  
	
  Transferred Interests

  	
  2

  
	
  Triggering Event

  	
  52

  
	
  Turn-Key Lease

  	
  23

  
	
  Twelfth LLLP

  	
  1

  
	
   

  	
   

  
	
  U

  	
   

  
	
   

  	
   

  
	
  Underlying
  Shares

  	
  40

  
	
  Undisclosed
  Liabilities

  	
  18

  
	
  Unit Value

  	
  4

  
	
  Units

  	
  2

  
	
  Unsatisfied
  Party

  	
  38

  



 


ii

















 


SCHEDULES AND EXHIBITS


 


	
  SCHEDULE 2.1
  Allocated Property Values

  
	
  SCHEDULE
  2.1(b) Cash Consideration

  
	
  SCHEDULE
  2.2-A Contributor Units

  
	
  SCHEDULE
  2.2-B Initial Capital Account Balances of Contributors

  
	
  SCHEDULE
  2.5(a) Certifications and Agreements to be Included in a Lender’s Estoppel

  
	
  SCHEDULE
  7.1(a) Proceedings

  
	
  SCHEDULE
  7.1(b) Schedule of Leases

  
	
  SCHEDULE
  7.1(c) Rent Roll

  
	
  SCHEDULE
  7.1(h) Service Contracts

  
	
  SCHEDULE
  7.1(j) Employees

  
	
  SCHEDULE
  7.1(k) Leasing Commission Obligations

  
	
  SCHEDULE
  7.1(n) Environmental Site Assessments, Investigations and Documents

  
	
  SCHEDULE
  7.1(q) Contributor and Property LLLP Employee Plans

  
	
  SCHEDULE
  7.2(a) Audits

  
	
  SCHEDULE
  7.2(b) Tax Attributes

  
	
  SCHEDULE 7.7
  MCRLP Knowledge Persons

  
	
  SCHEDULE 8.2
  Proceedings

  
	
  SCHEDULE
  10.1 Form Tenant Estoppel Certificate

  
	
  SCHEDULE
  21.1 Contributor Debt Amount

  
	
  SCHEDULE
  27.1 Mack-Cali Employee Plans and Programs

  
	
  EXHIBIT A GP
  Contributors

  
	
  EXHIBIT B LP
  Contributors

  
	
  EXHIBIT C
  Form of LP Contributors Joinder Agreement

  
	
  EXHIBIT D-1
  Greenbelt Associates Owner Interests

  
	
  EXHIBIT D-2
  Tenth Springhill Lake Owner Interests

  
	
  EXHIBIT D-3
  Eleventh Springhill Lake Owner Interests

  
	
  EXHIBIT D-4
  Twelfth Springhill Lake Owner Interests

  
	
  EXHIBIT D-5
  Fourteenth Springhill Lake Owner Interests

  
	
  EXHIBIT D-6
  Sixteenth Springhill Lake Owner Interests

  
	
  EXHIBIT E
  Description of Properties

  
	
  EXHIBIT F
  Description of Option Properties

  



 


i

















 


	
  EXHIBIT G Ownership
  of Properties

  
	
  EXHIBIT H
  Ownership of Option Properties

  
	
  EXHIBIT I
  Assumed Debt (as of November 1, 2005)

  
	
  EXHIBIT J-1
  Existing Loan Documents

  
	
  EXHIBIT K
  Form of Limited Agreement of Indemnity

  
	
  EXHIBIT L
  Form of Certificate for Units

  
	
  EXHIBIT M
  Option Agreement

  
	
  EXHIBIT N
  Form of Non-Imputation Indemnities and Affidavits

  
	
  EXHIBIT O
  Form of Estoppel Certificate for GSA Leases

  
	
  EXHIBIT P
  Form of Assignment of Transferred Interest

  
	
  EXHIBIT Q
  Certificate of Non-Foreign Status

  
	
  EXHIBIT R
  Escrow Agreement

  
	
  EXHIBIT S
  Form of Guaranty

  
	
  EXHIBIT T
  Property Financials

  
	
  EXHIBIT U
  Form of Letter (Section 21.2(B)(I))

  
	
  EXHIBIT V
  Form of Letter (Section 21.2(B)(II))

  
	
  EXHIBIT W
  Form of Letter (Section 21.2(b)(III))

  



 


ii