Exhibit 10.64






Exhibit 10.64 



AGREEMENT OF SALE AND
PURCHASE 



        THIS
AGREEMENT OF SALE AND PURCHASE (“Agreement”) is made this
10th day of August, 2004 by and between MACK-CALI TEXAS PROPERTY L.P., a limited
partnership organized under the laws of the State of Texas having an address c/o Mack-Cali
Realty Corporation, 11 Commerce Drive, Cranford, New Jersey 07016
(“Seller”), and CENTENNIAL ACQUISITION COMPANY, a
corporation organized under the laws of the State of Texas having an address at 17400
Dallas Parkway, Suite 216, Dallas, Texas 75287, and WARAMAUG ACQUISITION CORP., a
corporation organized under the laws of the State of Texas having an address of 17400
Dallas Parkway, Suite 216, Dallas, Texas 75287 (collectively,
“Purchaser”). 



        In
consideration of the mutual promises, covenants, and agreements set forth herein, and
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Seller and Purchaser agree as follows: 



ARTICLE I
DEFINITIONS 





        Section
1.1          Definitions.  For purposes of this Agreement,  the following  capitalized terms
have the meanings set forth in this Section 1.1: 




        “Assignment”
has the meaning ascribed to such term in Section 10.3(d) and shall be in the form
attached hereto as Exhibit A. 



        “Assignment
of Leases” has the meaning ascribed to such term in Section 10.3(c) and
shall be in the form attached hereto as Exhibit B. 



        “Authorities”
means the various federal, state and local governmental and quasi-governmental bodies or
agencies having jurisdiction over the Real Property and Improvements, or any portion
thereof. 



        “Bill
of Sale” has the meaning ascribed to such term in Section 10.3(b) and
shall be in the form attached hereto as Exhibit C. 



        “Business
Day” means any day other than a Saturday, Sunday or a day on which national
banking associations are authorized or required to close. 



        “Century
Property” means that certain Real Property located at 84 N.E. Loop 410, San
Antonio, Texas. 



        “Certificate
as to Foreign Status” has the meaning ascribed to such term in
Section 10.3(g) and shall be in the form attached as
Exhibit J. 



        “Certifying
Person” has the meaning ascribed to such term in Section 4.3(a). 



        “Closing”
means the consummation of the purchase and sale of the Property contemplated by this
Agreement, as provided for in Article X. 













        “Closing
Date” means the date on which the Closing of the transaction contemplated
hereby actually occurs. 



        “Closing
Statement” has the meaning ascribed to such term in Section 10.4(a). 



        “Closing Surviving
Obligations” means the rights, liabilities, obligations and interpretive
sections set forth in Sections 3.2, 4.3, 5.3, 5.4, 8.1, 8.2, 8.3, 10.4, 10.6, 11.1, 11.2,
16.1, 18.3, 18.4, 18.6, 18.7, 18.8, 18.9, 18.10, 18.11, 18.13, 18.14 and 18.15,
Article XIV, and any other provisions which pursuant to their terms survive the
Closing hereunder, subject to any limitations expressly set forth herein. 



        “Code”
has the meaning ascribed to such term in Section 4.3. 



        “Confidentiality
Agreement” means that certain Confidentiality Agreement dated July 1,
2004 among Centennial Acquisition Company, Paul Nussbaum and Seller. 



        “Consultant”
has the meaning ascribed to such term in Section 10.3(s). 



        “Consulting
Agreement” has the meaning ascribed to such term in Section 10.2(i). 



        “Deed”
has the meaning ascribed to such term in Section 10.3(a). 



        “Delinquent
Rental” has the meaning ascribed to such term in Section 10.4(b). 



        “Documents”
has the meaning ascribed to such term in Section 5.2(a). 



        “Earnest
Money Deposit” has the meaning ascribed to such term in Section 4.1. 



        “Effective
Date” means the date on which an original of this Agreement (or original
counterparts of this Agreement) executed by both Seller and Purchaser is received by the
Escrow Agent. 



        “Employee
Notice” has the meaning ascribed to such term in Section 9.2(e). 



        “Environmental
Laws” means each and every federal, state, county and municipal statute,
ordinance, rule, regulation, code, order, requirement, directive, binding written
interpretation and binding written policy pertaining to Hazardous Substances issued by any
Authorities with respect to or which otherwise pertains to or affects the Real Property or
the Improvements, or any portion thereof, the use, ownership, occupancy or operation of
the Real Property or the Improvements, or any portion thereof, or Purchaser, and as same
have been amended, modified or supplemented from time to time, including but not limited
to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42
U.S.C. § 9601 et seq.), the Hazardous Substances Transportation Act (49 U.S.C.
§ 1802 et seq.), the Resource Conservation and Recovery Act (42 U.S.C.
§ 6901 et seq.), as amended by the Hazardous and Solid Wastes Amendments of
1984, the Water Pollution Control Act (33 U.S.C. § 1251 et seq.), the Safe
Drinking Water Act (42 U.S.C. § 300f et seq.), the Clean Water Act (33 U.S.C.
§ 1321 et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.), the
Solid Waste Disposal Act (42 U.S.C. § 6901 et seq.), the Toxic Substances
Control Act (15 U.S.C. § 2601 et seq.), the Emergency Planning and Community
Right-to-Know Act of 1986 (42 U.S.C. § 11001 et seq.), the Radon Gas and Indoor
Air Quality Research Act of 1986 (42 U.S.C. § 7401 et seq.), the National
Environmental Policy Act (42 U.S.C. § 4321 et seq.), the Superfund Amendment
Reauthorization Act of 1986 (42 U.S.C. § 9601 et seq.), the Occupational Safety
and Health Act (29 U.S.C. § 651 et seq.) (collectively, the
“Environmental Statutes”), and any and all rules and
regulations which have become effective under any and all of the Environmental Statutes. 




2







        “Environmental
Reports” means those documents set forth on Exhibit M. 



        "Escrow
Agent" means  Commonwealth Land Title Insurance  Company,  c/o LandAmerica  Financial
Group, Inc., 7557 Rambler Road, Suite 1200, Dallas, Texas 75231, Attention: John
Pettiette, Esq. 




        “Evaluation
Period” has the meaning ascribed to such term in Section 5.1. 



        “Existing
Survey” means Seller’s existing survey of the Century Property dated
October 28, 1997 and last revised on November 25, 1997, prepared by
International Land Services, Inc.; Seller’s existing survey of the Santa Fe Property
dated October 13, 1997 and last revised on November 26, 1997, prepared by
International Land Services, Inc.; and Seller’s existing survey of the Tri West
Property dated November 1, 1997 and last revised on November 26, 1997, prepared
by International Land Services, Inc.. 



        “Free
Rent Credit” has the meaning ascribed to such term on
Exhibit P. 



        “Governmental
Regulations” means all statutes, ordinances, rules and regulations of the
Authorities applicable to Seller or the use or operation of the Real Property or the
Improvements or any portion thereof. 



        “Hazardous
Substances” means (a) asbestos, radon gas and urea formaldehyde foam
insulation, (b) any solid, liquid, gaseous or thermal contaminant, including smoke
vapor, soot, fumes, acids, alkalis, chemicals, petroleum products or byproducts,
polychlorinated biphenyls, phosphates, lead or other heavy metals and chlorine,
(c) any solid or liquid waste (including, without limitation, hazardous waste),
hazardous air pollutant, hazardous substance, hazardous chemical substance and mixture,
toxic substance, pollutant, pollution, regulated substance and contaminant, and
(d) any other chemical, material or substance, the use or presence of which, or
exposure to the use or presence of which, is prohibited, limited or regulated by any
Environmental Laws. 



        “Improvements”
means all buildings, structures, fixtures, parking areas and other improvements located on
the Real Property. 



        “Initial
Objection Date” has the meaning ascribed to such term in Section 6.2(a). 



        “Lease
Schedule” means the current schedule of Leases attached as
Exhibit F, as such schedule may be updated as permitted by this
Agreement. 





3







        “Leased
Property” means all items of Personal Property leased by or on behalf of
Seller. 



        “Leases”
means all of the leases and other agreements entered into by Seller (or a
predecessor-in-interest) as landlord prior to the Effective Date with respect to the use
and occupancy of the Property, together with all amendments, renewals and modifications
thereof, if any, and all guaranties thereof, if any, entered into as of the Effective
Date, together with all new leases, amendments, renewals and modifications of existing
leases and lease guaranties entered into after the Effective Date in accordance with the
terms of this Agreement. 



        “Leasing
Commission Agreements” means all leasing commission agreements set forth on
Exhibit L attached hereto, together with all amendments, renewals and
modifications thereof, if any, and any new leasing commission agreements entered into
after the Effective Date in accordance with the terms of this Agreement. 



        “Licensee
Parties” has the meaning ascribed to such term in Section 5.1. 



        “Licenses and
Permits” means, collectively, all of Seller’s right, title and interest,
to the extent assignable, in and to licenses, permits, certificates of occupancy,
approvals, dedications, subdivision maps and entitlements now or hereafter issued,
approved or granted by the Authorities exclusively in connection with the Real Property
and the Improvements, together with all renewals and modifications thereof. 



        “Major
Tenant” means any Tenant leasing in excess of 10,000 square feet of space at
a Project, in the aggregate. 



        “New
Leasing Costs” has the meaning ascribed to such term in Section 10.4(e). 



        “Operating
Expenses” has the meaning ascribed to such term in Section 10.4(c). 



        “Permitted Exceptions”
has the meaning ascribed to such term in Section 6.2(a). 



        “Permitted
Outside Parties” has the meaning ascribed to such term in
Section 5.2(b). 



        “Personal
Property” means all of Seller’s right, title and interest in and to all
equipment, appliances, tools, supplies, machinery, artwork, furnishings and other tangible
personal property attached to, appurtenant to, located in and used exclusively in
connection with the ownership or operation of the Improvements and situated at the
Property at the time of Closing. Notwithstanding the preceding sentence, “Personal
Property” shall not include (a) any proprietary or confidential materials,
(b) any property owned by tenants or others or (c) any Leased Property. 



        “Pre-Approved
Lease” has the meaning ascribed to such term in Section 7.1(a). 



        “Project”
means that portion of the Property located on and used exclusively in connection with the
Century Property, the Santa Fe Property or the Tri West Property. 



        “Property”
has the meaning ascribed to such term in Section 2.1. 




4







        “Proration
Items” has the meaning ascribed to such term in Section 10.4(a). 



        “Purchase
Price” has the meaning ascribed to such term in Section 3.1. 



        “Purchaser’s
Affiliates” means any past, present or future: (i) shareholder, partner,
member, manager or owner of Purchaser; (ii) entity in which Purchaser or any past,
present or future shareholder, partner, member, manager or owner of Purchaser has or had
an interest; (iii) entity that, directly or indirectly, controls, is controlled by or
is under common control with Purchaser and (iv) the heirs, executors, administrators,
personal or legal representatives, successors and assigns of any or all of the foregoing. 



        “Purchaser’s
Information” has the meaning ascribed to such term in Section 5.3(c). 



        “Real
Property” means that certain parcel or parcels of real property located at 84
N.E. Loop 410, San Antonio, Texas; 1122 North Alma Road, Richardson, Texas; and 3030 LBJ
Freeway, Dallas, Texas, as more particularly described on the legal descriptions attached
hereto and made a part hereof respectively as Exhibit D-1,
Exhibit D-2 and Exhibit D-3, together with
all of Seller’s right, title and interest, if any, in and to the appurtenances
pertaining thereto, including but not limited to Seller’s right, title and interest
in and to the adjacent streets, alleys and right-of-ways, and any easement rights, air
rights, subsurface development rights and water rights. 



        “Related
Party” has the meaning ascribed to such term on
Exhibit R. 



        “Rental”
has the meaning ascribed to such term in Section 10.4(b), and same are
“Delinquent” in accordance with the meaning ascribed to such term in
Section 10.4(b). 



        “Rent
Rolls” means the rent rolls for each Project attached hereto as
Exhibit N-1, Exhibit N-2 and
Exhibit N-3. 



        “Right
of First Offer” has the meaning ascribed to such term in Section 7.3. 



        “Santa Fe
Property” means that certain Real Property located at 1122 North Alma Road,
Richardson, Texas. 



        “Scheduled
Closing Date” means the thirtieth (30th) day following the
expiration of the Evaluation Period or such earlier or later date to which Purchaser and
Seller may hereafter agree in writing. 



        “Security
Deposits” means all cash security deposits, letters of credit and any other
instruments of security paid to or received by Seller, as landlord under the Leases
(together with any interest which has accrued thereon, but only to the extent such
interest has accrued for the account of the Tenant). 



        “Seller
Closing Documents” has the meaning ascribed to such term in Section 5.4. 




5







        “Seller’s
Affiliates” means any past, present or future: (i) shareholder, partner,
member, manager or owner of Seller; (ii) entity in which Seller or any past, present
or future shareholder, partner, member, manager or owner of Seller has or had an interest;
(iii) entity that, directly or indirectly, controls, is controlled by or is under
common control with Seller and (iv) the heirs, executors, administrators, personal or
legal representatives, successors and assigns of any or all of the foregoing. 



        “Seller’s
Knowledge” means the present actual (as opposed to constructive or imputed)
knowledge solely of any of Jeff Kennemer, Senior Director of Property Management of M-C
Texas Management L.P. and property manager of the Santa Fe Property; Mitchell Hersh, Chief
Executive Officer of Mack-Cali Sub XVII, Inc; Sandi Ruffo, property manager, with respect
to the Century Property only; and Kathy Czorniak, property manager, with respect to the
Tri West Property only, without any independent investigation or inquiry whatsoever. 



        “Separation
Agreements” means those agreements with Seller’s current employees
relating to stay-on bonuses and separation pay. 



        “Service
Contracts” means all of Seller’s right, title and interest, to the
extent assignable, in all service agreements, maintenance contracts, equipment leasing
agreements, warranties, guarantees, bonds, open purchase orders and other contracts for
the provision of labor, services, materials or supplies relating solely to the Real
Property, Improvements or Personal Property, together with all renewals, supplements,
amendments and modifications thereof entered into as of the Effective Date, all as listed
and described on Exhibit E attached hereto, together with any
new such agreements and renewals, supplements, amendments and modifications of existing
agreements entered into after the Effective Date, to the extent permitted by
Section 7.1. Notwithstanding the foregoing, “Service Contracts” shall not
include the Spectrasite Agreements or the Separation Agreements. 



        “Significant
Portion” means, for purposes of the casualty provisions set forth in
Article XI hereof, damage by fire or other casualty to the Real Property and the
Improvements relating to a particular Project or a portion thereof, the cost of which to
repair would exceed Five Hundred Thousand Dollars ($500,000) in the aggregate. 



        “Spectrasite
Agreements” means that certain Agreement for the management of rooftop
transmitting sites dated July 6, 1998, between Mack-Cali Realty Corporation on behalf of
Seller and Spectrasite Building Group, Inc.
(“Spectrasite”), as successor-in-interest to Apex Site
Management, Inc., as extended by that certain letter, dated July 8, 2003, from
Mack-Cali Realty Corporation on behalf of Seller to Spectrasite (affecting the Century
Property, the Santa Fe Property and the Tri West Property) and that certain Agreement for
the management of telecommunications access sites dated October 24, 2001, between
Mack-Cali Realty Corporation on behalf of Seller and Spectrasite, as amended and
terminated by that certain Telecommunications Access Sites Management Agreement
Termination Agreement, dated July 3, 2003, between Mack-Cali Realty Corporation
on behalf of Seller and Spectrasite (affecting the Tri West Property only). 



        “Subsequent
Objection Date” has the meaning ascribed to such term in Section 6.2(a). 




6







        “Survey
Objection” has the meaning ascribed to such term in Section 6.2. 



        “Tenant Notice
Letters” has the meaning ascribed to such term in Section 10.2(e), and
are to be delivered by Purchaser to Tenants pursuant to Section 10.6. 



        “Tenants”
means the tenants or users of all or any portion of the Property claiming rights pursuant
to Leases. 



        “Termination
Surviving Obligations” means the rights, liabilities, obligations and
interpretive sections set forth in Sections 5.2, 5.3, 5.4, 7.1(h), 12.1, 16.1, 18.3, 18.4,
18.6, 18.7, 18.8, 18.9, 18.11, 18.13 and 18.14 and Articles XIII and XIV, and any other
provisions which pursuant to their terms survive any termination of this Agreement. 



        “Title
Commitment” has the meaning ascribed to such term in Section 6.2(a). 



        “Title Company”
means Commonwealth Land Title Insurance Company. 



        “Title
Objections” has the meaning ascribed to such term in Section 6.2(a). 



        “Title Policy”
has the meaning ascribed to such term in Section 9.1(f). 



        “Tri
West Property” means that certain Real Property located at 3030 LBJ Freeway,
Dallas, Texas. 



        “Updated
Survey” has the meaning ascribed to such term in Section 6.1. 



        Section
1.2    References: Exhibits and Schedules.   Except
as otherwise specifically indicated, all references in this Agreement to Articles or
Sections refer to Articles or Sections of this Agreement, and all references to Exhibits
or Schedules refer to Exhibits or Schedules attached hereto, all of which Exhibits and
Schedules are incorporated into, and made a part of, this Agreement by reference. The
words “herein,” “hereof,”“hereinafter” and words and
phrases of similar import refer to this Agreement as a whole and not to any particular
Section or Article.  




ARTICLE II 
AGREEMENT OF PURCHASE
AND SALE





        Section
2.1   Agreement.   Seller hereby agrees to
sell, convey and assign to Purchaser, and Purchaser hereby agrees to purchase and accept
from Seller, on the Closing Date and subject to the terms and conditions of this
Agreement, all of the following (collectively, the “Property”):  




	 	
(a)
                     the
Real Property;  






	 	
(b)
                     the
Improvements;  






	 	
(c)
                     the Personal
Property;  








7







	 	
(d)
                     all of Seller’s
right, title and interest as lessor in and to the Leases,           the Leasing
Commission Agreements and, subject to the terms of the respective           applicable
Leases, the Security Deposits;  






	 	
(e)
                     to the extent
assignable, the Service Contracts and the Licenses and Permits;  






	 	
(f)
                     the
Spectrasite Agreements; and  






	 	
(g)
                     all of Seller’s
right, title and interest, to the extent assignable or           transferable, in and to
all other intangible rights, titles, interests,           privileges and appurtenances
owned by Seller and related to or used exclusively           in connection with the
ownership, use or operation of the Real Property or the           Improvements, but
specifically excluding any proprietary or confidential           materials.  






        Section
2.2    Indivisible Economic Package.   Purchaser
has no right to purchase, and Seller has no obligation to sell, less than all of the
Property, it being the express agreement and understanding of Purchaser and Seller that,
as a material inducement to Seller and Purchaser to enter into this Agreement, Purchaser
has agreed to purchase, and Seller has agreed, subject to the terms of this Agreement, to
sell, all of the Property, subject to and in accordance with the terms and conditions
hereof.  




ARTICLE III
CONSIDERATION





        Section
3.1    Purchase Price.   The purchase price
(the “Purchase Price”) of the Property shall be Forty-Two
Million Three Hundred Fifty Thousand and No/100 Dollars ($42,350,000.00) in lawful
currency of the United States of America, payable as provided in Section 3.3. The
Purchase Price shall be allocated to the Real Property as follows:  







		
	Century Property	 	$     11,000,000	.00
	Santa Fe Property	 	$       2,350,000	.00
	Tri West Property	 	$     29,000,000	.00







No portion of the Purchase Price
shall be allocated to the Personal Property. 



        Section
3.2   Assumption of Obligations.   As
additional consideration for the purchase and sale of the Property, at Closing Purchaser
will assume all of the covenants and obligations of Seller pursuant to the Leases,
Spectrasite Agreements, Service Contracts, Leasing Commission Agreements and Licenses and
Permits, which are to be performed from and after the Closing Date. Seller shall remain
liable for all covenants and obligations of Seller pursuant to the Leases, Spectrasite
Agreements, Service Contracts, Licenses and Permits, and, except as set forth in Section 10.4(e),
Leasing Commission Agreements, which are to be performed prior to the Closing Date,
except to the extent Purchaser has received a credit at Closing for the cost to fulfill
any obligations thereunder (in which event, Purchaser shall assume such obligations).  





8







        Section
3.3    Method of Payment of Purchase Price.   No
later than 1:00 p.m. Eastern Time on the Closing Date, and subject to adjustment as
provided in Section 10.4 of this Agreement, Purchaser shall pay to Seller the
Purchase Price (less the Earnest Money Deposit), together with all other costs and
amounts to be paid by Purchaser at the Closing pursuant to the terms of this Agreement (“Purchaser’s
Costs”), by Federal Reserve wire transfer of immediately available
funds to the account of Escrow Agent. Escrow Agent, following authorization by the
parties at Closing, shall (a) pay to Seller by Federal Reserve wire transfer of
immediately available funds to an account designated by Seller, the Purchase Price, less
any costs or other amounts to be paid by Seller at Closing pursuant to the terms of this
Agreement, (b) pay to the appropriate payees out of the proceeds of Closing payable
to Seller all costs and amounts to be paid by Seller at Closing pursuant to the terms of
this Agreement, and (c) pay Purchaser’s Costs to the appropriate payees at
Closing pursuant to the terms of this Agreement.  




ARTICLE IV
EARNEST MONEY DEPOSIT
AND ESCROW INSTRUCTIONS 





        Section
4.1   The Earnest Money Deposit and Independent Contract Consideration. 




	 	
(a)              Not
later than two (2) Business Days after the Effective Date, Purchaser shall
          deposit with the Escrow Agent, by Federal Reserve wire transfer of immediately
          available funds, the sum of One Hundred Twenty-five Thousand and No/100 Dollars
          ($125,000.00) as the earnest money deposit on account of the Purchase Price
(the “Earnest Money Deposit”). The Earnest Money Deposit
          shall be allocated to the Real Property as follows:  






		
	Century Property	 	$     32,500	.00
	Santa Fe Property	 	$       6,900	.00
	Tri West Property	 	$     85,600	.00







        In
the event that Purchaser does not terminate this Agreement prior to the expiration of the
Evaluation Period as provided for in Section 5.3(c), Purchaser shall, prior to the
expiration of the Evaluation Period, deposit with Escrow Agent, by wire transfer of
immediately available funds, the sum of Three Hundred Seventy-five Thousand and No/100
Dollars ($375,000.00) as additional earnest money on account of the Purchase Price, which
additional earnest money will, upon deposit with Escrow Agent, become part of the Earnest
Money Deposit. The Additional Earnest Money Deposit shall be allocated to the Real
Property as follows: 



		
	Century Property	 	$       97,400	.00
	Santa Fe Property	 	$       20,800	.00
	Tri West Property	 	$      256,800	.00









	 	
(b)              Simultaneously
with the execution and delivery of this Agreement by Purchaser,           Purchaser
shall, in addition to the Earnest Money Deposit, pay to Seller, by           Federal
Reserve wire transfer of immediately available funds or by check payable           to the
order of Seller, One Hundred Dollars ($100.00) as independent           consideration for
Seller’s execution of this Agreement.  








9







        Section
4.2   Escrow Instructions.   The
Earnest Money Deposit shall be held in escrow by the Escrow Agent in an interest-bearing
account, in accordance with the provisions of Article XVII. In the event this
Agreement is not terminated by Purchaser pursuant to the terms hereof by the end of the
Evaluation Period in accordance with the provisions of Section 5.3(c)herein,
the Earnest Money Deposit and the interest earned thereon shall become non-refundable to
Purchaser, except as otherwise expressly provided in this Agreement. In the event this
Agreement is terminated by Purchaser prior to the expiration of the Evaluation Period,
the Earnest Money Deposit, together with all interest earned thereon, shall be refunded
to Purchaser.  




        Section
4.3    Designation of Certifying Person.   In
order to assure compliance with the requirements of Section 6045 of the Internal
Revenue Code of 1986, as amended (the “Code”), and any related
reporting requirements of the Code, the parties hereto agree as follows:  




	 	
(a)
               The Escrow Agent agrees to assume all responsibilities for information
reporting                required under Section 6045(e) of the Code, and Seller and
Purchaser hereby                designate the Escrow Agent as the person to be
responsible for all information                reporting under Section 6045(e)of
the Code (the “Certifying Person”).  






	 	
(b)
               Seller and Purchaser each hereby agree:  






	 	(i)  	to
provide to the Certifying Person all information and certifications regarding
               such party, as reasonably requested by the Certifying Person or otherwise
               required to be provided by a party to the transaction described herein
under                Section 6045of the Code; and  






	 	(ii)  	to
provide to the Certifying Person such party’s taxpayer identification
               number and a statement (on Internal Revenue Service Form W-9 or an
acceptable                substitute form, or on any other form the applicable current or
future Code                sections and regulations might require and/or any form
requested by the                Certifying Person), signed under penalties of perjury,
stating that the taxpayer                identification number supplied by such party to
the Certifying Person is                correct.  






ARTICLE V 
INSPECTION OF PROPERTY





        Section
5.1    Evaluation Period.   For a
period (the “Evaluation Period”) ending at 5:00 p.m. Eastern Time
on the sixtieth (60th) day after the Effective Date, Purchaser and its
authorized agents and representatives, including consultants (collectively, for purposes
of this Article V, the “Licensee Parties”), shall have the
right, subject to the right of any Tenants, to enter upon the Real Property at all
reasonable times during normal business hours to perform an inspection of the Property.
Purchaser will provide to Seller notice of the intention of Purchaser or the other
Licensee Parties to enter the Real Property at least 24 hours prior to such intended
entry and specify the intended purpose therefor and the inspections and examinations
contemplated to be made and with whom any Licensee Party will communicate. At Seller’s
option, Seller may be present for any entry, communication and inspection. Purchaser
shall not communicate with or contact any of the Tenants without the prior written
consent of Seller, which consent shall not be unreasonably withheld or delayed. Purchaser
may communicate with or contact Authorities regarding the Property without Seller’s
prior written consent so long as such communication or contact is not reasonably expected
to cause an inspection of the Property by such Authorities, provided that, if Purchaser
becomes aware that an inspection by any of such Authorities is likely as a result of
Purchaser’s request for information, then Purchaser shall withdraw such request and
not renew such request without first obtaining Seller’s prior written consent.
Notwithstanding anything to the contrary contained herein, no physical testing or
sampling shall be conducted during any such entry by Purchaser or any Licensee Party upon
the Real Property without Seller’s specific prior written consent, which consent
shall not be unreasonably withheld or delayed.  






10







        Section
5.2    Document Review.  




	 	
(a)              During
the Evaluation Period, Purchaser and the Licensee Parties shall have the           right
to review and inspect, at Purchaser’s sole cost and expense, all of           the
following which, to Seller’s Knowledge, are in Seller’s possession           or
control (collectively, the “Documents”): all of the
          Environmental Reports (which Purchaser shall have the right to have updated at
          Purchaser’s sole cost and expense); real estate tax bills, together with
          assessments (special or otherwise), ad valorem and personal property tax bills,
          covering the period of Seller’s ownership of the Property; current
          operating statements; the Leases, lease files, Leasing Commission Agreements,
          Spectrasite Agreements, Service Contracts and Licenses and Permits; engineering
          reports and studies pertaining to the Property; budgets and appraisals
          pertaining to the Property; and proposals for work not actually undertaken that
          are in Seller’s files located at the Real Property. Such inspections shall
          occur at a location selected by Seller, which may be at the office of Seller,
          Seller’s counsel, Seller’s property manager, at the Real Property or
          any of them. Purchaser shall not have the right to review or inspect materials
          not directly related to the leasing, maintenance and/or management of the
          Property, including, without limitation, all of Seller’s internal
          memoranda, financial projections, proposals for work not actually undertaken
          (other than proposals for work not actually undertaken that are in Seller’s
          files located at the Real Property), accounting and tax records and similar
          proprietary, elective or confidential information.  






	 	
(b)              Purchaser
acknowledges that any and all of the Documents may be proprietary and
          confidential in nature and have been provided to Purchaser solely to assist
          Purchaser in determining the desirability of purchasing the Property. Subject
          only to the provisions of Article XII, Purchaser agrees not to disclose
the           contents of the Documents or any of the provisions, terms or conditions
          contained therein to any party outside of Purchaser’s organization other
          than its employees, agents, attorneys, partners, accountants, lenders or
          investors (collectively, for purposes of this Section 5.2(b), the
          “Permitted Outside Parties”). Purchaser further
          agrees that within its organization, or as to the Permitted Outside Parties,
the           Documents will be disclosed and exhibited only to those persons within
          Purchaser’s organization or to those Permitted Outside Parties who are
          responsible for determining the desirability of Purchaser’s acquisition of
          the Property. Purchaser further acknowledges that the Documents and other
          information relating to the leasing arrangements between Seller and Tenants are
          proprietary and confidential in nature. Purchaser agrees not to divulge the
          contents of such Documents and other information except in strict accordance
          with the confidentiality standards set forth in this Section 5.2 and
          Article XII. In permitting Purchaser and the Permitted Outside Parties to
          review the Documents and other information to assist Purchaser, Seller has not
          waived any privilege or claim of confidentiality with respect thereto, and no
          third party benefits or relationships of any kind, either express or implied,
          have been offered, intended or created by Seller, and any such claims are
          expressly rejected by Seller and waived by Purchaser and the Permitted Outside
          Parties, for whom, by its execution of this Agreement, Purchaser is acting as
an           agent with regard to such waiver.  







11







	 	
(c)              Purchaser
acknowledges that some of the Documents may have been prepared by           third parties
and may have been prepared prior to Seller’s ownership of the           Property. PURCHASER
HEREBY ACKNOWLEDGES THAT, EXCEPT AS OTHERWISE MAY BE           EXPRESSLY SET FORTH IN
SECTION 8.1 OF THIS AGREEMENT, SELLER HAS NOT MADE           AND DOES NOT MAKE ANY
REPRESENTATION OR WARRANTY REGARDING THE TRUTH, ACCURACY           OR COMPLETENESS OF THE
DOCUMENTS OR THE SOURCES THEREOF. SELLER HAS NOT           UNDERTAKEN ANY INDEPENDENT
INVESTIGATION AS TO THE TRUTH, ACCURACY OR           COMPLETENESS OF THE DOCUMENTS AND IS
PROVIDING THE DOCUMENTS SOLELY AS AN           ACCOMMODATION TO PURCHASER. 






        Section
5.3          Entry and Inspection Obligations; Termination of Agreement. 




	 	
(a)              Purchaser
agrees that in entering upon and inspecting or examining the Property,
          Purchaser and the other Licensee Parties will not materially disturb the
Tenants           or materially interfere with the use of the Property pursuant to the
Leases;           materially interfere with the operation and maintenance of the Real
Property or           Improvements; damage any part of the Property or any personal
property owned or           held by Tenants or any other person or entity; injure or
otherwise cause bodily           harm to Seller or any Tenant, or to any of their
respective agents, guests,           invitees, contractors and employees, or to any other
person or entity; permit           any liens to attach to the Real Property by reason of
the exercise of           Purchaser’s rights under this Article V; or reveal or
disclose any           information obtained concerning the Property and the Documents to
anyone outside           Purchaser’s organization, except in accordance with the
confidentiality           standards set forth in Section 5.2(b) and Article XII.
Purchaser will,           and shall cause its contractors to, maintain comprehensive
general liability           (occurrence) insurance on terms and in amounts reasonably
satisfactory to Seller           and Workers’ Compensation insurance in statutory
limits, and, if Purchaser           or any Licensee Party performs any physical
inspection or sampling at the Real           Property, in accordance with Section 5.1,
Purchaser shall maintain (if           applicable), and shall cause the relevant Licensee
Parties to maintain, errors           and omissions insurance and contractor’s
pollution liability insurance on           terms and in amounts acceptable to Seller. In
each case (other than with respect           to Worker’s Compensation insurance),
such policies shall insure Seller,           Purchaser, Mack-Cali Sub XVII, Inc., M-C
Texas Management L.P. and such other           parties as Seller shall reasonably
request, and Purchaser shall deliver to           Seller evidence of insurance verifying
such coverage prior to entry upon the           Real Property or Improvements. Purchaser
shall also (i) promptly pay when           due the costs of all entry and
inspections and examinations done with regard to           the Property; (ii) cause
any inspection to be conducted in accordance with           standards customarily
employed in the industry and in compliance with all           Governmental Regulations;
(iii) at Seller’s request, and upon Seller           paying to Purchaser an
amount equal to the cost thereof, furnish to Seller any           studies, reports or
test results received by Purchaser regarding the Property,           promptly after such
receipt, in connection with such inspection; and           (iv) repair any damage to
the Real Property or Improvements caused by           Purchaser or any Licensee Party to
the reasonable satisfaction of Seller.  







12







	 	
(b)              Purchaser
hereby indemnifies, defends and holds Seller and its partners, agents,
          directors, officers, employees, successors and assigns (each, an “Indemnified
Party”) harmless from and against any loss,           damage, liability or
claim for personal injury or property damage or lien           arising from (i) an
act (or a failure to act) at, upon or adjacent to the           Property by or on behalf
of Purchaser or any Licensee Party, Permitted Outside           Party or any consultant
of any of those, including reasonable attorneys’          fees and expenses, and
INCLUDING ANY SUCH LOSS, DAMAGE OR CLAIM TO WHICH THE           NEGLIGENCE OF SELLER OR
ANY OTHER INDEMNIFIED PARTY MAY HAVE CONTRIBUTED, but           excluding any such loss,
damage or claim if and to the extent caused by the           gross negligence or willful
misconduct of Seller or any other Indemnified Party,           whether prior to or after
the date hereof, with respect to the Property or           (ii) any violation of the
provisions of this Article V.  






	 	
(c)              In
the event that Purchaser determines, after its inspection of the Documents           and
Real Property and Improvements, that it does not want to proceed with the
          transaction as set forth in this Agreement, Purchaser shall have the right to
          terminate this Agreement with respect to all of the Projects by providing
          written notice to Seller prior to the expiration of the Evaluation Period. In
no           event may Purchaser terminate this Agreement pursuant to this
          Section 5.3(c) with respect to fewer than all of the Projects, thereby
          electing to proceed to Closing with respect to fewer than all of the Projects.
          In the event Purchaser terminates this Agreement in accordance with this
          Section 5.3(c), or under any other right of termination as set forth
          herein, Purchaser shall have the right to receive a refund of the Earnest Money
          Deposit, together with all interest which has accrued thereon, and except with
          respect to the Termination Surviving Obligations, this Agreement shall be null
          and void and the parties shall have no further obligation to each other. In the
          event this Agreement is terminated, Purchaser shall return to Seller all copies
          Purchaser has made of the Documents and, provided Seller pays for such reports,
          studies, surveys and test results, all copies of any studies, reports, surveys
          or test results regarding any part of the Property obtained by Purchaser,
before           or after the execution of this Agreement, in connection with Purchaser’s
          inspection of the Property (collectively, “Purchaser’s
          Information”) promptly following the time this Agreement is
          terminated for any reason, provided, however, that Purchaser shall not be
          obligated to deliver to Seller any materials of a proprietary nature (such as,
          for purposes of example only, any financial forecasts or marketing
repositioning           plans) prepared for Purchaser in connection with the Property,
and provided           further that Seller acknowledges that any materials delivered to
Seller by           Purchaser pursuant to the provisions of this Agreement shall be
without warranty           or representation whatsoever.  







13







        Section
5.4    Sale “As Is.”   THE TRANSACTION
CONTEMPLATED BY THIS AGREEMENT HAS BEEN NEGOTIATED BETWEEN SELLER AND PURCHASER. THIS
AGREEMENT REFLECTS THE MUTUAL AGREEMENT OF SELLER AND PURCHASER, AND PURCHASER HAS THE
RIGHT TO CONDUCT ITS OWN INDEPENDENT EXAMINATION OF THE PROPERTY. OTHER THAN THE MATTERS
EXPRESSLY REPRESENTED IN SECTION 8.1 HEREOF AND REPRESENTATIONS AND WARRANTIES OF
SELLER EXPRESSLY SET FORTH IN ANY DOCUMENTS DELIVERED BY SELLER TO PURCHASER (OR TO
ESCROW AGENT TO BE HELD BY ESCROW AGENT FOR PURCHASER IN THE EVENT OF CLOSING) AT OR
BEFORE CLOSING (COLLECTIVELY, THE “SELLER CLOSING DOCUMENTS”), BY WHICH
ALL OF THE FOLLOWING PROVISIONS OF THIS SECTION 5.4 ARE LIMITED, PURCHASER HAS NOT
RELIED UPON AND WILL NOT RELY UPON, EITHER DIRECTLY OR INDIRECTLY, ANY REPRESENTATION OR
WARRANTY OF SELLER OR ANY OF SELLER’S AGENTS OR REPRESENTATIVES, AND PURCHASER
HEREBY ACKNOWLEDGES THAT NO SUCH REPRESENTATIONS OR WARRANTIES HAVE BEEN MADE. 




EXCEPT FOR REPRESENTATIONS AND
WARRANTIES OF SELLER EXPRESSLY CONTAINED IN THIS AGREEMENT AND IN ANY SELLER CLOSING
DOCUMENTS, SELLER SPECIFICALLY DISCLAIMS, AND NEITHER SELLER NOR ANY OF SELLER’S
AFFILIATES NOR ANY OTHER PERSON IS MAKING, ANY REPRESENTATION, WARRANTY OR ASSURANCE
WHATSOEVER TO PURCHASER, AND NO WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER,
EITHER EXPRESS OR IMPLIED, ARE MADE BY SELLER OR RELIED UPON BY PURCHASER WITH RESPECT TO
THE STATUS OF TITLE TO OR THE MAINTENANCE, REPAIR, CONDITION, DESIGN OR MARKETABILITY OF
THE PROPERTY, OR ANY PORTION THEREOF, INCLUDING BUT NOT LIMITED TO (a) ANY IMPLIED
OR EXPRESS WARRANTY OF MERCHANTABILITY, (b) ANY IMPLIED OR EXPRESS WARRANTY OF
FITNESS FOR A PARTICULAR PURPOSE, (c) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY
TO MODELS OR SAMPLES OF MATERIALS, (d) ANY RIGHTS OF PURCHASER UNDER APPROPRIATE
STATUTES TO CLAIM DIMINUTION OF CONSIDERATION, (e) ANY CLAIM BY PURCHASER FOR
DAMAGES BECAUSE OF DEFECTS, WHETHER KNOWN OR UNKNOWN, WITH RESPECT TO THE IMPROVEMENTS OR
THE PERSONAL PROPERTY, (f) THE FINANCIAL CONDITION OR PROSPECTS OF THE PROPERTY AND
(g) THE COMPLIANCE OR LACK THEREOF OF THE REAL PROPERTY OR THE IMPROVEMENTS WITH
GOVERNMENTAL REGULATIONS, INCLUDING WITHOUT LIMITATION ENVIRONMENTAL LAWS, NOW EXISTING
OR HEREAFTER ENACTED OR PROMULGATED, IT BEING THE EXPRESS INTENTION OF SELLER AND
PURCHASER THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY SELLER CLOSING
DOCUMENTS, THE PROPERTY WILL BE CONVEYED AND TRANSFERRED TO PURCHASER IN ITS PRESENT
CONDITION AND STATE OF REPAIR, “AS IS” AND “WHERE IS,”WITH ALL
FAULTS. PURCHASER REPRESENTS THAT IT IS A KNOWLEDGEABLE, EXPERIENCED  




14








AND SOPHISTICATED PURCHASER OF REAL
ESTATE, AND THAT IT IS RELYING SOLELY ON ITS OWN EXPERTISE AND THAT OF PURCHASER’S
CONSULTANTS IN PURCHASING THE PROPERTY. PURCHASER HAS BEEN GIVEN A SUFFICIENT OPPORTUNITY
HEREIN TO CONDUCT AND HAS CONDUCTED OR WILL CONDUCT SUCH INSPECTIONS, INVESTIGATIONS AND
OTHER INDEPENDENT EXAMINATIONS OF THE PROPERTY AND RELATED MATTERS AS PURCHASER DEEMS
NECESSARY, INCLUDING BUT NOT LIMITED TO THE PHYSICAL AND ENVIRONMENTAL CONDITIONS
THEREOF, AND WILL RELY UPON SAME AND NOT UPON ANY STATEMENTS OF SELLER (EXCLUDING THE
LIMITED MATTERS EXPRESSLY REPRESENTED BY SELLER IN SECTION 8.1 HEREOF OR EXPRESSLY
REPRESENTED IN ANY SELLER CLOSING DOCUMENTS) NOR OF ANY OFFICER, DIRECTOR, EMPLOYEE,
AGENT OR ATTORNEY OF SELLER. PURCHASER ACKNOWLEDGES THAT ALL INFORMATION OBTAINED BY
PURCHASER WAS OBTAINED FROM A VARIETY OF SOURCES, AND SELLER WILL NOT BE DEEMED TO HAVE
REPRESENTED OR WARRANTED THE COMPLETENESS, TRUTH OR ACCURACY OF ANY OF THE DOCUMENTS OR
OTHER SUCH INFORMATION HERETOFORE OR HEREAFTER FURNISHED TO PURCHASER. SUBJECT TO ANY
REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN SECTION 8.1 AND IN ANY SELLER
CLOSING DOCUMENTS, UPON CLOSING, PURCHASER WILL ASSUME THE RISK THAT ADVERSE MATTERS,
INCLUDING, BUT NOT LIMITED TO, ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT
HAVE BEEN REVEALED BY PURCHASER’S INSPECTIONS AND INVESTIGATIONS. SUBJECT TO ANY
REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN SECTION 8.1 AND IN ANY SELLER
CLOSING DOCUMENTS, PURCHASER ACKNOWLEDGES AND AGREES THAT, UPON CLOSING, SELLER WILL SELL
AND CONVEY TO PURCHASER, AND PURCHASER WILL ACCEPT THE PROPERTY, “AS IS, WHERE IS,” WITH
ALL FAULTS. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT THERE ARE NO ORAL AGREEMENTS,
WARRANTIES OR REPRESENTATIONS COLLATERAL TO OR AFFECTING THE PROPERTY BY SELLER, ANY
AGENT OF SELLER OR ANY THIRD PARTY. SELLER IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY
ORAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY
FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE OR OTHER PERSON, UNLESS THE SAME ARE
SPECIFICALLY SET FORTH OR REFERRED TO HEREIN. PURCHASER ACKNOWLEDGES THAT THE PURCHASE
PRICE REFLECTS THE “AS IS, WHERE IS” NATURE OF THIS SALE AND ANY FAULTS,
LIABILITIES, DEFECTS OR OTHER ADVERSE MATTERS THAT MAY BE ASSOCIATED WITH THE PROPERTY.
PURCHASER, WITH PURCHASER’S COUNSEL, HAS FULLY REVIEWED THE DISCLAIMERS AND WAIVERS
SET FORTH IN THIS AGREEMENT AND UNDERSTANDS THEIR SIGNIFICANCE AND AGREES THAT THE
DISCLAIMERS AND OTHER AGREEMENTS SET FORTH HEREIN ARE AN INTEGRAL PART OF THIS AGREEMENT,
AND THAT SELLER WOULD NOT HAVE AGREED TO SELL THE PROPERTY TO PURCHASER FOR THE PURCHASE
PRICE WITHOUT THE DISCLAIMERS AND OTHER AGREEMENTS SET FORTH IN THIS AGREEMENT. 




15







        PURCHASER
AND PURCHASER’S AFFILIATES FURTHER COVENANT AND AGREE NOT TO SUE SELLER AND
SELLER’S AFFILIATES AND RELEASE SELLER AND SELLER’S AFFILIATES OF AND FROM AND
WAIVE ANY CLAIM OR CAUSE OF ACTION, INCLUDING WITHOUT LIMITATION ANY STRICT LIABILITY
CLAIM OR CAUSE OF ACTION, THAT PURCHASER OR PURCHASER’S AFFILIATES MAY HAVE AGAINST
SELLER OR SELLER’S AFFILIATES UNDER ANY ENVIRONMENTAL LAW, NOW EXISTING OR HEREAFTER
ENACTED OR PROMULGATED, RELATING TO ENVIRONMENTAL MATTERS OR ENVIRONMENTAL CONDITIONS IN,
ON, UNDER, ABOUT OR MIGRATING FROM OR ONTO THE PROPERTY, INCLUDING, WITHOUT LIMITATION,
THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT, OR BY VIRTUE OF
ANY COMMON LAW RIGHT, NOW EXISTING OR HEREAFTER CREATED, RELATED TO ENVIRONMENTAL
CONDITIONS OR ENVIRONMENTAL MATTERS IN, ON, UNDER, ABOUT OR MIGRATING FROM OR ONTO THE
PROPERTY. NOTWITHSTANDING THE PRECEDING SENTENCE, (i) SUBJECT TO SECTION 8.3,
THE PROVISIONS OF THE PRECEDING SENTENCE SHALL NOT APPLY TO ANY BREACH OF A REPRESENTATION
OR WARRANTY EXPRESSLY SET FORTH IN SECTION 8.1 BELOW OR IN ANY SELLER CLOSING
DOCUMENT, AND (ii) IF PURCHASER OR ANY OF PURCHASER’S AFFILIATES IS THE SUBJECT
OF ANY CLAIM OR CAUSE OF ACTION BY A THIRD PARTY UNAFFILIATED WITH PURCHASER THAT ALLEGES
A WRONGFUL ACT BY SELLER DURING SELLER’S PERIOD OF OWNERSHIP OF THE PROPERTY, THEN
PURCHASER OR PURCHASER’S AFFILIATES, AS APPLICABLE, MAY SEEK CONTRIBUTORY DAMAGES
FROM SELLER WITH RESPECT TO SUCH CLAIM OR CAUSE OF ACTION. THE TERMS AND CONDITIONS OF
THIS SECTION 5.4 WILL EXPRESSLY SURVIVE THE TERMINATION OF THIS AGREEMENT OR THE
CLOSING, AS THE CASE MAY BE, AND, EXCEPT FOR THE PROVISIONS OF THE PRECEDING SENTENCE THAT
ARE LIMITED AS SET FORTH IN SECTION 8.3, WILL NOT MERGE WITH THE PROVISIONS OF ANY
CLOSING DOCUMENTS AND ARE HEREBY DEEMED INCORPORATED INTO THE DEEDS AS FULLY AS IF SET
FORTH AT LENGTH THEREIN. 



ARTICLE VI
TITLE AND SURVEY
MATTERS 





        Section
6.1   Survey.   Purchaser acknowledges
receipt of each Existing Survey. Any modification, update or recertification of an
Existing Survey shall be at Purchaser’s election. Each Existing Survey together with
each update Purchaser has elected to obtain, if any, is herein referred to as an “Updated
Survey.”Provided that the transactions contemplated by this Agreement
proceed to Closing, Seller shall credit Purchaser at Closing for the actual cost of each
Updated Survey, up to Four Thousand Dollars ($4,000.00) per Project, that Purchaser
elects to obtain.  





16







        Section
6.2   Title Commitments and Objections.  




	 	
(a)              Promptly
after execution of this Agreement, Seller shall if it has not already           done so,
order title insurance commitments for each of the Century Property, the           Santa
Fe Property and the Tri West Property (each, a “Title           Commitment”),
together with copies of the title exceptions           listed thereon. By the tenth (10th)
Business Day after the receipt of           all of the Title Commitments and relevant
exception documents (the           “Initial Objection Date”),
Purchaser shall           provide Seller with written notice of its objection to any
matters shown on the           Title Commitments or Existing Surveys if Purchaser deems
same unacceptable. By           the tenth (10th) Business Day after receipt of
any Updated Survey or           any revised Title Commitment (each, a “Subsequent
Objection           Date”), Purchaser shall provide Seller with
written notice           of its objection to any matters shown on such Updated Survey or
revised Title           Commitment if Purchaser deems same unacceptable, provided that
Purchaser may           object only to new matters that were not previously revealed by
an Existing           Survey or Title Commitment. Purchaser’s objections made in
accordance with           the preceding two sentences are referred to herein as “Title
          Objections” or “Survey           Objections,” as
applicable. In the event Seller does not           receive the Title Objections and
Survey Objections by the Initial Objection Date           or relevant Subsequent
Objection Date, Purchaser will be deemed to have accepted           the exceptions to
title set forth on each Title Commitment and the matters shown           on each Existing
Survey and Updated Survey as permitted exceptions (together           with any Title
Objections and Survey Objections ultimately waived by Purchaser           or cured by
Seller, the “Permitted Exceptions”).
          Notwithstanding anything to the contrary set forth in this Section 6.2(a),
          any Survey Objection received after the fortieth (40th) day after
the           Effective Date shall be deemed to be a Permitted Exception unless the issue
          giving rise to such Survey Objection was created by or on behalf of Seller such
          that Purchaser could not reasonably be expected to object thereto by the
          fortieth (40th) day after the Effective Date.  






	 	
(b)              All
ad valorem taxes, water rates or charges, sewer rents and assessments, plus
          interest and penalties thereon, which on the Closing Date are liens against the
          Real Property, will be credited against the Purchase Price (subject to the
          provision for apportionment of taxes, water rates and sewer rents herein
          contained) and shall not be deemed a Title Objection. If on the Closing Date
          there shall be financing statements evidencing security interests filed against
          the Property, such items shall not be Title Objections if (i) the personal
          property covered by such security interests is no longer in or on the Real
          Property and Seller signs an affidavit to that effect, or (ii) such
          personal property is the property of a Tenant, and Seller executes and delivers
          an affidavit to such effect, or (iii) the financing statement was filed
          more than five (5) years prior to the Closing Date and was not renewed.  






	 	
(c)              If
on the Closing Date the Real Property shall be affected by any monetary lien
          which, pursuant to the provisions of this Agreement, is required to be
          discharged or satisfied by Seller, Seller shall not be required to discharge or
          satisfy the same of record provided that (i) the money necessary to
satisfy           the lien is retained by the Title Company at Closing, and the Title
Company           either omits the lien as an exception from the Title Commitment or
insures           against collection thereof from out of the Real Property and
Improvements, and a           credit is given to Purchaser for the recording charges for
a satisfaction or           discharge of such lien that is recorded promptly after
Closing, or (ii) Seller           discharges such lien by filing a bond and notices
relating thereto in accordance           with Texas Property Code Section 53.171 et seq.
and the Title Company omits such           lien as an exception from the Title
Commitment.  







17







	 	
(d)              No
franchise, transfer, inheritance, income, corporate or other tax (other than           ad
valorem taxes) open, levied or imposed against Seller or any former owner of
          the Property, that may be a lien against the Property on the Closing Date,
shall           be an objection to title if the Title Company either omits the lien as an
          exception from the Title Commitment or insures against collection thereof from
          or out of the Real Property and/or the Improvements, and provided further that
          Seller deposits with the Title Company a sum reasonably sufficient to secure a
          release of the Property from the lien thereof. If a search of title discloses
          judgments, bankruptcies, or other returns against other persons having names
the           same as or similar to that of Seller, Seller will deliver to Purchaser an
          affidavit stating that such judgments, bankruptcies or other returns do not
          apply to Seller, and such search results shall not be deemed Title Objections.  






        Section
6.3    Title Defect.  




	 	
(a)              In
the event Seller receives any Survey Objection or Title Objection           (collectively
and individually, a “Title Defect”)           within the
time periods required under Section 6.2 above, Seller may elect           (but shall
not be obligated) to attempt to remove, or cause to be removed at its           expense,
any such Title Defect (provided that Seller shall be obligated to cure           those
Title Defects described in Section 6.3(b)), and shall provide           Purchaser
with notice, within seven (7) days after its receipt of any such           objection, of
its intention to cure any such Title Defect. If Seller elects to           attempt or is
obligated to cure any Title Defect, the Scheduled Closing Date           shall be
extended with respect to all of the Projects to the extent necessary in           Seller’s
discretion, for a period not to exceed thirty (30) days, for the           purpose of
such removal. In the event that (i) Seller elects not to attempt           to cure
any such Title Defect, or (ii) Seller is unable to cure any such           Title
Defect within such thirty (30) day time period, Seller shall so advise
          Purchaser and Purchaser shall have the right to terminate this Agreement with
          respect to all of the Projects and receive a refund of the Earnest Money
          Deposit, together with all interest which has accrued thereon, or to waive such
          Title Defect in a written notice delivered to Seller and proceed to the
Closing.           In addition, if such Title Defect is the result of Seller acting
knowingly and           with the intent to prevent Purchaser from purchasing the
Property, Purchaser           shall be entitled to the remedies set forth in Section 13.1(b).
Purchaser           shall make such written election within seven (7) days after receipt
of           Seller’s notice. If Purchaser elects to proceed to the Closing, any
Title           Defects waived by Purchaser shall be deemed Permitted Exceptions. In any
such           event of termination, Purchaser shall promptly return Purchaser’s
          Information to Seller (provided Seller has paid to Purchaser the amount of the
          cost of Purchaser’s Information other than the cost of copying the
          Documents), after which neither party shall have any further obligation to the
          other under this Agreement except for the Termination Surviving Obligations.  






	 	
(b)              Notwithstanding
any provision of this Article VI to the contrary, Seller           will be obligated
to cure exceptions to title to the Property, in the manner           described above,
relating to (i) mortgages, deeds of trust, liens and           security interests
securing any financings to Seller, (ii) any           mechanic’s liens
resulting from work at the Property commissioned by           Seller, provided that
Seller may elect to discharge any mechanic’s liens by           filing a bond and
notices relating thereto in accordance with Texas Property           Code Section 3.171
et seq., (iii) any judgment liens not exceeding Two           Hundred Thousand
Dollars ($200,000) in the aggregate per Projectand           (iv) delinquent
ad valorem taxes.  







18







ARTICLE VII
INTERIM OPERATING
COVENANTS, ESTOPPELS AND POST-CLOSING 
MANAGEMENT 





        Section
7.1   Interim Operating Covenants.  Seller
covenants to Purchaser that Seller will:  




	 	
(a)    Operations.
From the Effective Date until Closing, continue           to operate, manage and maintain
the Improvements in the ordinary course of           Seller’s business and
substantially in accordance with Seller’s           present practice, subject to
ordinary wear and tear and further subject to           Article XI of this
Agreement, and including (i) maintaining in full           force and effect all
insurance policies or replacing such policies with           substantially similar
policies, (ii) performing and discharging all           material obligations and
undertakings of Seller under the Leases and not           permitting a material default
by Seller to occur thereunder, (iii) using           and operating the Property in
material compliance with any mortgage, ground           lease, Lease, Service Contract
and insurance policy affecting the Property, and           (iv) not marketing the
Property for sale or entering into any discussions           or negotiations with a
potential purchaser of the Property, provided that if           this Agreement has been
terminated pursuant to its terms or Seller receives a           notice or other
communication indicating that Purchaser is seeking or will seek           a reduction in
the Purchase Price, Seller may market the Property to other           potential
purchasers and/or enter into direct negotiations or discussions with           other
potential purchasers.  






        From
the Effective Date through the expiration of the Evaluation Period, Seller will notify
Purchaser in writing prior to the last day of the Evaluation Period of any new Leases and
Leasing Commission Agreements and amendments to existing Leases and Leasing Commission
Agreements and provide copies thereof to Purchaser prior to such day, and will notify
Purchaser of any real estate tax appeals initiated or settled during such period.
Notwithstanding the foregoing, from the Effective Date until Closing, Seller may not enter
into any new lease at the Santa Fe Project without Purchaser’s prior written consent,
which shall not be unreasonably withheld, conditioned, or delayed (provided that Purchaser
shall have no obligation to consent to any new lease unless and until a copy thereof
certified by Seller as being true, correct and complete has been furnished to Purchaser). 



        After
the expiration of the Evaluation Period, Seller shall not amend any existing Lease or
Leasing Commission Agreement or enter into any new Lease or Leasing Commission Agreement,
or initiate or settle any tax appeal, without Purchaser’s prior written consent,
which shall not be unreasonably withheld, conditioned or delayed (provided that Purchaser
shall have no obligation to consent to any new Lease or Leasing Commission Agreement or
amendments to any existing or new Leases or Leasing Commission Agreements unless and until
copies of the foregoing certified by Seller as true, correct and complete have been
furnished to Purchaser); provided that Purchaser’s consent will not be required in
connection with the settlement of a tax appeal in the event that the settlement results in
an assessed value that is equal to or less than the assessed value of the Real Property
and Improvements that was used by the taxing authority to calculate taxes owed for the
calendar year prior to the year in which the Closing occurs; and provided further that
Purchaser’s consent will not be required in connection with Seller entering into the
Lease referenced on Exhibit Q attached hereto and made a part
hereof (the “Pre-Approved Lease”), provided that the
Pre-Approved Lease conforms in all material respects to the parameters set forth on
Exhibit Q. 




19







        Notwithstanding
the foregoing, Seller hereby reserves the right, prior to the expiration of the Evaluation
Period, to bring suit against, settle disputes with, and negotiate the surrender of the
Lease of, defaulting Tenants, provided that Seller shall provide Purchaser with prompt
written notice of any such suit, settlement or surrender, and, after the expiration of the
Evaluation Period, to bring suit against, settle disputes with, and negotiate the
surrender of the Lease of, any defaulting Tenant with the prior written consent of
Purchaser, which consent may be withheld in Purchaser’s sole and absolute discretion. 



	 	
(b)    Compliance
with Governmental Regulations. From the           Effective Date until
Closing, not take any action that Seller knows would result           in a failure to
comply in all material respects with all Governmental           Regulations applicable to
the Property, it being understood and agreed that           prior to Closing, Seller will
have the right to contest any such Governmental           Regulations.  






	 	
(c)    Service
Contracts. From the Effective Date through the           expiration of the
Evaluation Period, Seller will notify Purchaser in writing           prior to the last
day of the Evaluation Period of any new Service Contracts or           amendments to
existing Service Contracts and provide copies thereof to Purchaser           prior to
such day. After the expiration of the Evaluation Period, Seller shall           not amend
any existing Service Contract or enter into a new Service Contract           without
Purchaser’s prior written consent, which consent shall not be           unreasonably
withheld, conditioned or delayed, provided that Purchaser’s           consent shall
not be required if such Service Contract is terminable on thirty           (30) days
notice without penalty to Purchaser. Seller agrees to cancel and           terminate,
effective as of the Closing Date, Seller’s management agreements           and any
other Service Contracts that are terminable without penalty unless           Purchaser
requests in writing, prior to the expiration of the Evaluation Period,           that one
or more remain in effect after Closing.  






	 	
(d)    Notices.
To the extent received by Seller, from the           Effective Date until Closing,
promptly deliver to Purchaser copies of written           default notices, notices of
lawsuits and notices of violations affecting the           Property.  






	 	
(e)    Updates.
Up to and through the Closing, promptly advise           Purchaser, in writing, of any
material changes to the representations set forth           in Section 8.1.  






	 	
(f)    Licenses
and Permits. Seller shall not, before or after           Closing, release
or modify any Licenses and Permits except with the prior           written consent of
Purchaser, which shall not be unreasonably withheld,           conditioned or delayed.  






	 	
(g)    Spectrasite
Agreements. Seller will not amend the           Spectrasite Agreements
without Purchaser’s prior written consent, which           shall not be unreasonably
withheld, conditioned or delayed; provided, however,           that no such consent of
Purchaser shall be required with respect to any           amendment of a Spectrasite
Agreement that does not either (i) increase the           monetary obligations of
the property owner(s) affected by such amendment or           (ii) decrease the
amounts, if any, to be paid to the property owner(s)           under the applicable
Spectrasite Agreement as long as, in each instance in which           a Spectrasite
Agreement is amended, Seller notifies Purchaser in writing of the           same as soon
as reasonably practicable thereafter.  







20







	 	
(h)    Return
of Earnest Money Deposit. In the event of a           termination of this
Agreement after which Purchaser is entitled to receive a           refund of all or a
portion of the Earnest Money Deposit and the interest           thereon, Seller shall
promptly execute and deliver to the Escrow Agent such           documents as may
reasonably be required in connection therewith.  






        Section
7.2   Estoppels.  It will be a condition to
Closing that Seller obtain from each Major Tenant and, to the extent required to bring
the aggregate rented square footage covered to no less than 75% of the aggregate rented
square footage of the buildings located at each Project, other Tenants (such condition
shall be referred to herein as collectively, “Minimum Estoppel Coverage”),
an executed estoppel certificate in the form, or limited to the substance, prescribed by
each Major Tenant’s or, as applicable, other Tenant’s Lease, executed by the
applicable Tenant to be effective as of a date not earlier than twenty (20) days prior to
the Scheduled Closing Date. Notwithstanding the foregoing, Seller agrees to request, no
later than ten (10) days after the expiration of the Evaluation Period, that each Major
Tenant and other Tenant in such buildings execute an estoppel certificate in the form
annexed hereto as Exhibit H, and Seller shall use good faith
efforts to obtain same. Seller shall not be in default of its obligations hereunder if
any Major Tenant or other Tenant fails to deliver an estoppel certificate, or delivers an
estoppel certificate which is not in accordance with this Agreement. Each Friday prior to
the Closing, Seller shall send to Purchaser a copy of each estoppel certificate received
by Seller during the previous week. If Minimum Estoppel Coverage is not achieved at least
two (2) Business Days prior to the Scheduled Closing Date, Purchaser may, at its option,
waive delivery of the remaining estoppel certificates and proceed to close the
transaction in accordance with this Agreement, or, if Purchaser does not waive delivery
of the estoppel certificates, then the Scheduled Closing Date shall be extended until two
(2) Business Days following the date on which Purchaser receives the last estoppel
certificate necessary to satisfy Minimum Estoppel Coverage; provided, however, in no
event will the Scheduled Closing Date be extended more than thirty (30) days. If the
Minimum Estoppel Coverage is not satisfied two (2) Business Days prior to the expiration
of the thirty-day extension, Purchaser shall have the right, at its option, to (i) waive
such condition to Closing in writing and proceed to close the transaction on the
Scheduled Closing Date or (ii) terminate this Agreement by written notice and
receive a prompt return of the Earnest Money Deposit, together with all interest which
has accrued thereon, and except with respect to the Termination Surviving Obligations,
this Agreement shall be null and void and the parties shall have no further obligations
to each other hereunder.  




        Section
7.3   Seller shall obtain (a) approval from its Board of Directors (or
its general partner’s Board of Directors) to proceed to Closing and (b) a waiver
from certain holders of Mack-Cali Realty, L.P. units of all of their rights of first
offer (the “Right of First Offer”) with respect to each of
the Projects under the Contribution and Exchange Agreement among the MK Contributors, the
MK Entities, the Patriot Contributors, the Patriot Entities, Patriot American Management
and Leasing Corp., Cali Realty, L.P. and Cali Realty Corporation, dated September 18,
1997, and shall provide written evidence to Purchaser of such approval and waiver, no
later than 5 p.m. Eastern Time on the tenth (10th) Business Day after the
Effective Date (the “Outside Approval Date”). Failure by
Seller to obtain said approval and waiver shall not be deemed a default hereunder, but if
Seller fails to obtain such approval and waiver, and provide written evidence thereof to
Purchaser, on or before the Outside Approval Date, then Purchaser shall have the right to
terminate this Agreement by written notice to Seller at any time thereafter until such
written evidence is delivered to Purchaser, and in the event of such termination,
Purchaser shall receive a refund of the Earnest Money Deposit and this Agreement shall be
of no further force and effect, except for the Termination Surviving Obligations, which
shall survive any such termination.  





21







ARTICLE VIII
REPRESENTATIONS AND
WARRANTIES 




        Section
8.1   Seller’s Representations and Warranties.   The
following constitute the sole representations and warranties of Seller, which
representations and warranties shall be true as of the Effective Date and, subject to
Section 10.3(i), the Closing Date. Subject to the limitations set forth in Section 8.3
of this Agreement, Seller represents and warrants to Purchaser the following:  




	 	
(a)    Status.
Seller is a limited partnership, duly organized and           validly existing under the
laws of the State of Texas.  






	 	
(b)    Authority.
Subject to Section 7.3 above, the execution           and delivery of this Agreement
and the performance of Seller’s obligations           hereunder have been or will be
duly authorized by all necessary action on the           part of Seller, and this
Agreement constitutes the legal, valid and binding           obligation of Seller.  






	 	
(c)    Non-Contravention.
The execution and delivery of this           Agreement by Seller and the consummation by
Seller of the transactions           contemplated hereby will not violate any judgment,
order, injunction, decree,           regulation or ruling of any court or Authority or
conflict with, result in a           breach of, or constitute a default under the
organizational documents of Seller,           any note or other evidence of indebtedness,
any mortgage, deed of trust or           indenture, or any lease or other material
agreement (other than the Right of           First Offer with respect to which Seller is
obligated to obtain a waiver as set           forth in Section 7.3) or instrument to
which Seller is a party or by which           it is bound.  






	 	
(d)    Suits,
Proceedings and Violations. Except as listed in Exhibit I,
there are no legal actions, suits or           similar proceedings pending and served,
or, to Seller’s Knowledge,           threatened in writing against Seller or the
Property which (i) are not           adequately covered by existing insurance and
(ii) if adversely determined,           would materially and adversely affect the
value of the Property, the continued           operations thereof, Seller’s ability
to consummate the transactions           contemplated hereby, or the validity or
enforceability of this Agreement. To           Seller’s Knowledge, except as listed
in Exhibit I, Seller has not received any written notice
          of any violations with respect to the Property of any Governmental Regulations
          that have not been cured.  







22







	 	
(e)    Non-Foreign
Entity. Seller is not a “foreign           person” or “foreign
corporation” as those terms are defined in           the Internal Revenue Code of
1986, as amended, and the regulations promulgated           thereunder.  






	 	
(f)    Tenants.
As of the date of this Agreement, the only tenants           of the Property are the
Tenants set forth in the Lease Schedule listed on Exhibit F.
The Documents made available to Purchaser           pursuant to Section 5.2 hereof
include true, correct and complete copies of           all of the Leases listed on Exhibit F.
None of the           Leases and none of the rents or other amounts payable thereunder
have been           assigned, pledged or encumbered by Seller except for any assignments,
pledges or           encumbrances that will be released at or before the Closing. There
are no leases           or occupancy agreements in effect with respect to the Property
other than the           Leases or as contained in the Leases, and the only concessions
made to Tenants           are those that are set forth in the Leases.  






	 	
(g)    Defaults;
Rent Rolls. To Seller’s Knowledge,           (i) all written
default notices to or from any Tenant are or will be           included in the Documents,
(ii) there are no existing material defaults by           Tenants under the Leases
except as may be set forth on the schedule of           Arrearages attached hereto as Exhibit K,
and           (iii) Seller has not received any written notice of any material
landlord           defaults under the Leases that have not been cured. To Seller’s
Knowledge,           the Rent Rolls attached hereto as Exhibit N-1,
Exhibit N-2, and Exhibit N-3          are
true and accurate in all material respects as of the respective dates set           forth
thereon.  






	 	
(h)    Service
Contracts and Separation Agreements. To           Seller’s Knowledge
(i) none of the service providers listed on Exhibit E is
in default under any Service Contract and           (ii) Seller is not in default
under any Service Contract. The Documents           made available to Purchaser pursuant
to Section 5.2 hereof include true,           correct and complete copies of the
Spectrasite Agreements and all Service           Contracts listed on Exhibit E under
which Seller is           currently paying for services rendered in connection with the
Property. There           are no management, service, supply, maintenance, employment or
other contracts           in effect with respect to the Property of any nature
whatsoever, written or           oral, which could be binding on Purchaser after Closing,
other than (x) the           Service Contracts listed on Exhibit E hereof
and           (y) the Spectrasite Agreements. To Seller’s Knowledge, Seller has
          performed all of its current, material obligations under the Spectrasite
          Agreements and each of the Service Contracts.  






	 	
(i)    Hazardous
Substances. To Seller’s Knowledge, Seller           has not received
any written notice that Seller or any previous owner, tenant,           occupant or user
of the Property, or any other person or entity, has engaged in           or permitted any
operations or activities upon, or any use or occupancy of the           Property or any
portion thereof, for the purpose of or in any way involving the           handling,
manufacture, treatment, storage, use, generation, release, discharge,           refining,
dumping or disposal of any Hazardous Substances on, under, in or about           the
Property in violation of any Governmental Regulations. To Seller’s
          Knowledge, Seller has not received any written notice that any Hazardous
          Substances have migrated from or to the Property in violation of any
          Environmental Laws. To Seller’s Knowledge, Seller has not received any
          written notice that the Property or its existing or prior uses fail or failed
to           materially comply with Environmental Laws. To Seller’s Knowledge,
Seller           has not received any written notice of any permits, licenses or other
          authorizations required under any Environmental Laws with respect to the
current           uses of the Property, which have not been obtained and complied with.
To           Seller’s Knowledge, Seller has not received any written notice of any
          alleged violation of Environmental Laws in connection with the Property or any
          liability for environmental damage in connection with the Property for which
          Seller (or Purchaser after Closing) may be liable. Notwithstanding the
          foregoing, each and every representation and warranty set forth in this
          subparagraph is modified and superseded by any and all information and
          documentation contained in the Environmental Reports set forth on Exhibit
          M.  







23







	 	
(j)    Condemnation
Proceedings. To Seller’s Knowledge,           Seller has received no
written notice of any condemnation or eminent domain           proceeding pending or
threatened against the Property or any part thereof.  






	 	
(k)    Labor
and Employment Matters. Neither Seller nor M-C Texas           Management
L.P. is a party to any oral or written employment contracts or           agreements with
respect to the Property, other than the Separation Agreements.  






	 	
(l)    Bankruptcy.
Seller is not insolvent and has not           (i) made a general assignment for the
benefit of creditors; (ii) filed           a petition for bankruptcy or commenced
any other action seeking reorganization,           arrangement, adjustment, liquidation,
dissolution or composition of it or its           debts under any debtor relief laws; or
(iii) had any involuntary case,           proceeding or other action commenced
against it that seeks to have any order for           relief entered against it, as
debtor, under any debtor relief laws.  






	 	
(m)    No
Commitments. To Seller’s Knowledge, Seller has not           made any
binding commitments (other than with respect to the payment of taxes           and
special assessments and in connection with ordinary utility services) that           have
not been fulfilled to any Authority, utility company, school board, church           or
other religious body or property owners association, or any other           organization
or individual relating to the Property (other than those that may           be contained
in the Leases or in a recorded document) that would impose an           obligation upon
Purchaser or its successors or assigns to make any contribution           or dedication
of money or land or to construct, install or maintain any           improvements of a
public or private nature on or off the Property.  






	 	
(n)    Leasing
Commissions. No brokerage or leasing commissions or           other
compensations are due or payable to any person, firm, corporation or other
          entity with respect to or on account of any of the Leases or any extensions or
          renewals thereof other than pursuant to Leasing Commission Agreements. The
          Documents to be made available to Purchaser for review pursuant to
          Section 5.2 hereof include copies of all Leasing Commission Agreements
          listed on Exhibit L.  






	 	
(o)    No
Options. To Seller’s Knowledge, except for persons           or
entities that have a Right of First Offer or as set forth in the Leases or           any
other Documents made available to Purchaser to review, no third party has           any
option to purchase all or any part of the Property.  






	 	
(p)    Tax
Appeals. There are no on-going tax appeals other than           those
listed on Exhibit S.  







24







        Section
8.2   Purchaser’s Representations and Warranties.  Purchaser
represents and warrants to Seller the following:  




	 	
(a)    Status.
Centennial Acquisition Company is a duly organized           and validly existing
corporation in good standing under the laws of the State           ofTexas and is
directly or indirectly controlled by Steven H. Levin.           Waramaug Acquisition
Corp. is a duly organized and validly existing corporation           in good standing
under the laws of the State of Texas and is directly or           indirectly controlled
by Paul Nussbaum.  






	 	
(b)    Authority.
The execution and delivery of this Agreement and           the performance of Purchaser’s
obligations hereunder have been duly           authorized by all necessary action on the
part of Purchaser and this Agreement           constitutes the legal, valid and binding
obligation of Purchaser.  






	 	
(c)    Non-Contravention.
The execution and delivery of this           Agreement by Purchaser and the consummation
by Purchaser of the transactions           contemplated hereby will not violate any
judgment, order, injunction, decree,           regulation or ruling of any court or
Authority or conflict with, result in a           breach of or constitute a default under
the organizational documents of           Purchaser, any note or other evidence of
indebtedness, any mortgage, deed of           trust or indenture, or any lease or other
material agreement or instrument to           which Purchaser is a party or by which it
is bound.  






	 	
(d)    Consents.
No consent, waiver, approval or authorization is           required from any person or
entity (that has not already been obtained) in           connection with the execution
and delivery of this Agreement by Purchaser or the           performance by Purchaser of
the transactions contemplated hereby.  






        Section
8.3   Survival of Representations, Warranties and Covenants.  The
representations and warranties of Seller set forth in Section 8.1 or in any Seller
Closing Documents and the covenants of Seller set forth in Section 7.1 will survive
the Closing for a period of twelve (12) months, after which time they will merge into the
Deeds. Purchaser will not have any right to bring any action against Seller as a result
of any untruth or inaccuracy of such representations or warranties or any such breach,
unless and until the aggregate amount of all liability and losses arising out of any such
untruth or inaccuracy, or any such breach, exceeds Twenty-Five Thousand Dollars ($25,000)
per Project from the first dollar. In addition, in no event will Seller’s liability
for all such breaches exceed, in the aggregate, the sum of One Million and No/100 Dollars
($1,000,000.00) per Project. Seller shall have no liability with respect to any such
representation, warranty or covenant if, prior to the Closing, Purchaser has knowledge of
any breach of such representation, warranty or covenant, or any Document made available
for Purchaser’s review, tenant estoppel certificate, due diligence test,
investigation or inspection of the Property by Seller, or written disclosure by Seller or
Seller’s agents and employees discloses one or more facts that conflict with any
such representation, warranty or covenant, and Purchaser nevertheless consummates the
transaction contemplated by this Agreement. The Closing Surviving Obligations and the
Termination Surviving Obligations will survive Closing or termination of this Agreement,
as applicable, without limitation unless a specified period is otherwise provided in this
Agreement. All other representations, warranties, covenants and agreements made or
undertaken by Seller under this Agreement, unless otherwise specifically provided herein,
will not survive the Closing but will be merged into the Deeds and other Closing
documents delivered at the Closing.  





25







ARTICLE IX
CONDITIONS PRECEDENT
TO CLOSING 





        Section
9.1   Conditions Precedent to Obligation of Purchaser.  The
obligation of Purchaser to consummate the transaction hereunder shall be subject to the
fulfillment on or before the Closing Date of all of the following conditions, any or all
of which may be waived by Purchaser in its sole discretion:  




	 	
(a)              Seller
shall have delivered to Escrow Agent all of the items required to be           delivered
to Purchaser pursuant to the terms of this Agreement, including but           not limited
to, those provided for in Section 10.3.  






	 	
(b)              All
of the representations and warranties of Seller contained in this Agreement
          shall be true and correct in all material respects as of the date of Closing
          (with appropriate modifications permitted under this Agreement or not
materially           adverse to Purchaser).  






	 	
(c)              Seller
shall have performed and observed, in all material respects, all           covenants and
agreements of this Agreement to be performed and observed by           Seller as of the
Closing Date.  






	 	
(d)              The
estoppel letters required to be delivered at Closing pursuant to this           Agreement
shall have been obtained and delivered and shall reflect no facts at           material
adverse variance with the facts disclosed in the Leases and any related
          correspondence provided to Purchaser during the Evaluation Period in accordance
          with Section 5.2 hereof.  






	 	
(e)              Except
for those matters of which Seller has given written notice to Purchaser           or with
respect to which Purchaser otherwise had knowledge prior to the end of           the
Evaluation Period, on the Closing Date, there shall be (i) no pending
          litigation seeking to enjoin the consummation of the sale and purchase
hereunder           and (ii) no pending or threatened litigation to recover fee title to
the           Property, or any part thereof or any interest therein.  






	 	
(f)              Purchaser
shall have received marked Title Commitments from the Title Company by           the
terms of which the Title Company agrees to issue to Purchaser at Closing an
          owner’s policy of title insurance (the “Title           Policy”)
in the amount of the Purchase Price on the then           standard TLTA owner’s form
insuring Purchaser’s fee simple           indefeasible title to the Real Property,
identifying only Permitted Exceptions           on the Schedule B attached thereto
and with (i) the standard exception           for parties in possession modified to
refer only to parties in possession as           tenants or licensees under Leases set
forth on a schedule attached thereto,           which schedule shall correspond to the
Lease Schedule delivered to Purchaser at           Closing, (ii) the standard pre-printed
exceptions as to unrecorded easements,           visible and apparent easements, public
or private roadways, or other matters           which would be disclosed by an inspection
of the Property deleted (if Purchaser           has obtained an Updated Survey of the
relevant Project that is satisfactory to           the Title Company), and (iii) the
standard exception as to mechanic’s,           materialmen’s or similar liens
or other matters relating to the completion           of construction and payment of
bills with respect thereto deleted.  







26







        Section
9.2   Conditions Precedent to Obligation of Seller.  The
obligation of Seller to consummate the transaction hereunder shall be subject to the
fulfillment on or before the date of Closing (or as otherwise provided) of all of the
following conditions, any or all of which may be waived by Seller in it sole discretion:  




	 	
(a)              Escrow
Agent shall have received the Purchase Price as adjusted pursuant to, and
          payable in the manner provided for in, this Agreement, and Purchaser shall have
          provided written authority to Escrow Agent to release such amount to Seller.  






	 	
(b)              Purchaser
shall have delivered to Seller all of the items required to be           delivered to
Seller pursuant to the terms of this Agreement, including but not           limited to,
those provided for in Section 10.2.  






	 	
(c)              All
of the representations and warranties of Purchaser contained in this           Agreement
shall be true and correct in all material respects as of the date of           Closing
(with appropriate modifications permitted under this Agreement or not
          materially adverse to Seller).  






	 	
(d)              Purchaser
shall have performed and observed, in all material respects, all           covenants and
agreements of this Agreement to be performed and observed by           Purchaser as of
the Closing Date.  






	 	
(e)              Purchaser
shall have delivered to Seller, before the expiration of the           Evaluation Period,
a notice setting forth the names of those persons currently           employed at the
Property by Seller to whom Purchaser will make an offer of           employment at a
level of compensation equal to or higher than such           employee’s current
level of compensation (the “Employee           Notice”);
and if Purchaser intends to make no such offers,           the Purchaser shall so state
in the Employee Notice.  






ARTICLE X 
CLOSING





        Section
10.1   Closing.  The consummation of
the transaction contemplated by this Agreement by delivery of documents and payments of
money shall take place at 12:00 p.m. Central Time on the Scheduled Closing Date at the
offices of the Escrow Agent. At Closing, the events set forth in this Article X will
occur, it being understood that the performance or tender of performance of all matters
set forth in this Article X are mutually concurrent conditions which may be waived
by the party for whose benefit they are intended. The acceptance of the Deeds by
Purchaser shall be deemed to be full performance and discharge of each and every
agreement and obligation on the part of Seller to be performed hereunder at or prior to
Closing unless otherwise specifically provided herein.  





27







        Section
10.2   Purchaser’s Closing Obligations.  On
the Closing Date, Purchaser, at its sole cost and expense, will deliver the following
items to Escrow Agent at Closing as provided herein:  




	 	
(a)              The
Purchase Price, after all adjustments are made as herein provided, by           Federal
Reserve wire transfer of immediately available funds, in accordance with           the
timing and other requirements of Section 3.3;  






	 	
(b)              Two
counterpart originals of each Assignment of Leases, duly executed by           Purchaser;  






	 	
(c)              Two
counterpart originals of each Assignment, duly executed by Purchaser;  






	 	
(d)              Evidence
reasonably satisfactory to Seller that the person executing the           Assignments of
Leases, the Assignments, and the Tenant Notice Letters on behalf           of Purchaser
has full right, power and authority to do so;  






	 	
(e)              Form
of written notice executed by Purchaser and to be addressed and delivered           to
the Tenants by Purchaser in accordance with Section 10.6 herein,           (i) acknowledging
the sale of the Property to Purchaser,           (ii) acknowledging, if applicable,
that Purchaser has received and that           Purchaser is responsible for the Security
Deposit (specifying the exact amount           of the Security Deposit) and (iii) indicating
that rent should thereafter           be paid to Purchaser and giving instructions
therefor (the “Tenant           Notice Letters”);  






	 	
(f)              A
counterpart original of the Closing Statement, duly executed by Purchaser;  






	 	
(g)              A
certificate, dated as of the date of Closing, stating (i) that the
          representations and warranties of Purchaser contained in Section 8.2 are
          true and correct in all material respects as of the Closing Date (with
          appropriate modifications to reflect any changes therein) or identifying any
          representation or warranty which is not, or no longer is, true and correct and
          explaining the state of facts giving rise to the change and (ii) that
          Purchaser has extended an offer of employment to those persons, if any, listed
          on the Employee Notice at a level of compensation equal to or higher than the
          level of compensation such person was earning as Seller’s employee as of
          the Closing Date. In no event shall Purchaser be liable to Seller for, or be
          deemed to be in default hereunder if any representation or warranty is not true
          and correct in all material respects; provided, however, that
such           event shall constitute the non-fulfillment of the condition set forth in
          Section 9.2(c); provided further that such limitation of
liabilities           and waiver of default in the event of Closing shall not apply with
respect to           the representation and warranty set forth in 10.2(g)(ii) above. If,
despite           changes or other matters described in such certificate, the Closing
occurs,           Purchaser’s representations and warranties set forth in this
Agreement           shall be deemed to have been modified by all statements made in such
          certificate;  






	 	
(h)              Such
other documents as may be reasonably necessary or appropriate to effect the
          consummation of the transaction which is the subject of this Agreement; and  







28







	 	
(i)              A
counterpart original of a consulting agreement substantially in the form
          attached hereto as Exhibit R (the “Consulting
          Agreement”), duly executed by Purchaser.  






        Section
10.3   Seller’s Closing Obligations.  At
the Closing, Seller will deliver to Escrow Agent the following documents:  




	 	
(a)              A
special warranty deed for each Project with covenants against the           grantor’s
acts (each, a “Deed”), duly executed and           acknowledged
by Seller, conveying to Purchaser the Real Property and the           Improvements
subject only to the relevant Permitted Exceptions;  






	 	
(b)              A
blanket assignment and bill of sale for each Project in the form attached
          hereto as Exhibit C (each, a “Bill of
          Sale”), duly executed by Seller, assigning and conveying to
          Purchaser, without representation or warranty, title to the Personal Property;  






	 	
(c)              Two
counterpart originals of an assignment and assumption of Seller’s
          interest, as lessor, in the Leases and Security Deposits for each Project in
the           form attached hereto as Exhibit B (each, an
          “Assignment of Leases”), duly executed by
Seller,           conveying and assigning to Purchaser all of Seller’s right, title
and           interest, as lessor, in the Leases and Security Deposits;  






	 	
(d)              Two
counterpart originals of an assignment and assumption of Seller’s           interest
in the Spectrasite Agreements, the Service Contracts being assumed by           Purchaser
and the Licenses and Permits for each Project in the form attached           hereto as Exhibit A (each,
an           “Assignment”), duly executed by Seller,
conveying           and assigning to Purchaser all of Seller’s right, title, and
interest, if           any, in the Service Contracts being assumed by Purchaser, the
Licenses and           Permits and the Spectrasite Agreements (only to the extent the
Spectrasite           Agreements pertain to the Property), together with consents to such
assignments           to the extent required by the relevant agreement, license or permit
and obtained           by Seller, provided that Seller shall be obligated only to make
commercially           reasonable efforts to obtain such required consents and Seller’s
failure to           do so shall not constitute a failure of a condition precedent to
Closing or a           default under this Agreement and Purchaser shall not have a right
to terminate           this Agreement or pursue any other remedy hereunder if Seller is
unable to           obtain any such consent;  






	 	
(e)              The
Tenant Notice Letters, duly executed by Seller, provided that, at least five
          (5) Business Days prior to Closing, Purchaser shall provide to Seller, in
          writing, the name and address to which Rental is to be paid after Closing and,
          if such information is so delivered, Seller shall prepare the Tenant Notice
          Letters for Purchaser’s signature as required under Section 10.2(e);  






	 	
(f)              Evidence
reasonably satisfactory to Purchaser and Title Company that the person
          executing the documents delivered by Seller pursuant to this Section 10.3
          on behalf of Seller has full right, power, and authority to do so;  







29







	 	
(g)              A
certificate in the form attached hereto as Exhibit J(“Certificate
as to Foreign Status”)           certifying that Seller is not a
“foreign person” as defined in           Section 1445 of the Internal
Revenue Code of 1986, as amended;  






	 	
(h)              Copies
of the Spectrasite Agreements, all original Leases, to the extent in           Seller’s
possession or control (or copies where originals are not           available), all
original Licenses and Permits and Service Contracts being           assumed by Purchaser
in Seller’s possession or control (or copies where           originals are not
available), and all Documents, all of which may remain on site           at the Project
to which they pertain and need not be delivered to the location           of the Closing;  






	 	
(i)              A
certificate, dated as of the date of Closing, stating that the representations
          and warranties of Seller contained in Section 8.1 are true and correct in
          all material respects as of the Closing Date (with appropriate modifications to
          reflect any changes therein as permitted by this Agreement) or identifying any
          representation or warranty which is not, or no longer is, true and correct and
          explaining the state of facts giving rise to the change. In no event shall
          Seller be liable to Purchaser for, or be deemed to be in default hereunder, if
          any representation or warranty is not true and correct in all material respects
          (unless Seller failed to perform covenants under this Agreement and such
failure           caused such representation or warranty to no longer be true and correct
in all           material respects, in which event Purchaser shall be entitled to the
remedy set           forth in the second sentence of Section 13.1(b), or unless
Seller knowingly           and intentionally made a representation or warranty that was
materially untrue           at the time it was made, in which event Purchaser shall be
entitled to all of           the remedies set forth in Section 13.1(b)); provided,
however, that such event shall constitute the non-fulfillment of the
          condition set forth in Section 9.1(b), entitling Purchaser to terminate
          this Agreement by written notice to Seller and receive the prompt return of the
          Earnest Money Deposit from the Escrow Agent, together with the interest earned
          thereon, whereupon Purchaser and Seller will have no further rights or
          obligations under this Agreement, except with respect to the Termination
          Surviving Obligations. Notwithstanding anything herein to the contrary,
however,           if, after the expiration of the Evaluation Period, any representation
and           warranty provided by Seller in Sections 8.1(d) (except to the extent such
legal           actions, suits or proceedings are not adequately covered by insurance and
relate           to (1) violations of Environmental Laws which, if adversely determined,
would           materially and adversely affect the value of a Project or the continued
          operations thereof or (2) Seller’s ability to consummate the transactions
          contemplated hereby or (3) the validity or enforceability of this Agreement),
          (g) (other than subpart (iii) thereof), (h) (only subpart (i) of the first
          sentence and, to the extent relating to a Service Contract not being assumed by
          Purchaser at Closing or relating to a Service Contract that is terminable upon
          thirty (30) days notice or less, subpart (ii) of the first sentence), (i) (but
          only to the extent that such change would not have a material adverse effect on
          the value of a Project or continued operations thereof), or (j) above is no
          longer true and correct in all material respects (with appropriate
modifications           to reflect any changes therein as permitted by this Agreement)
and is disclosed           accordingly by Seller to Purchaser, Purchaser shall not be
entitled to terminate           this Agreement as a result thereof unless the inaccurate
representation prevents           Purchaser from obtaining its intended financing for its
acquisition of the           Property. If, despite changes or other matters described in
such certificate,           the Closing occurs, Seller’s representations and
warranties set forth in           this Agreement shall be deemed to have been modified by
all statements made in           such certificate;  







30







	 	
(j)              The
Lease Schedule and Rent Rolls, updated to show any changes, dated no more           than
five (5) days prior to the Closing Date, and certified by Seller as being,           to
Seller’s Knowledge, true and accurate in all material respects;  






	 	
(k)
    Such           affidavits or other documents as may reasonably be
required by the Title Company           to issue each Title Policy subject only to the
Permitted Exceptions and to           modify or eliminate the standard exceptions
described in Section 9.1(f)           above;  






	 	
(l)              The
marked-up Title Commitments required by Section 9.1(f) above;  






	 	
(m)              To
the extent in Seller’s possession or control, originals of complete sets
          of all architectural, mechanical, structural, electrical and as-built plans and
          specifications used in connection with (i) the construction of or
          alterations or repairs to each Project and (ii) the initial construction
of           the Improvements, all of which may remain on site at the Project to which
they           pertain and need not be delivered to the location of the Closing;  






	 	
(n)              All
current unpaid real estate and personal property tax bills relating to each
          Project and in Seller’s possession or control, all of which may remain on
          site at the Project to which they pertain and need not be delivered to the
          location of the Closing;  






	 	
(o)              All
Documents in Seller’s possession or control that are necessary to           maintain
the continuity of operation of the Property, all of which may remain on           site at
the Project to which they pertain and need not be delivered to the           location of
the Closing;  






	 	
(p)              To
the extent in Seller’s possession or control, (i) all access and
          security cards to restricted or secured areas of each Project and (ii) keys
          to all locks at each Project, together with an accounting for such keys and
          access and security cards in the possession of others, to the extent such an
          accounting exists as of the Effective Date, all of which may remain on site at
          the Project to which they pertain and need not be delivered to the location of
          the Closing;  






	 	
(q)              Possession
of each Project subject only to the Permitted Exceptions;  






	 	
(r)              Such
other documents as may reasonably be necessary or appropriate to effect the
          consummation of the transaction contemplated by this Agreement, including, if
          applicable, assignments of any Security Deposits that are letters of credit;
and  






	 	
(s)              A
counterpart original of the Consulting Agreement, duly executed by Seller or           an
affiliate of Seller (in either case,           “Consultant”).  






        Section
10.4   Prorations.  




	 	
(a)
    Seller and Purchaser agree to adjust, as of 11:59 p.m. on the day
preceding the                Closing Date (the “Proration Time”),
the                following (collectively, the “Proration Items”):  






	 	
(i)
       Rentals, in accordance with Section 10.4(b)
below.  







31







	 	
(ii)
       Cash Security Deposits and any prepaid rents,
together with interest required to                be paid thereon.  






	 	
(iii)
       Utility charges payable by Seller, including,
without limitation, electricity,                water charges and sewer charges. If there
are meters on the Real Property,                Seller will cause readings of all said
meters to be performed not more than five                (5) days prior to the Closing
Date, and a per diem adjustment shall be made for                the days between the
meter reading date and the Closing Date based on the most                recent meter
reading.  






	 	
(iv)
       Amounts payable under the Spectrasite
Agreements and amounts payable under the                Service Contracts other than
those Service Contracts which Purchaser has elected                not to assume.  






	 	
(v)
       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
               the Real Property and Improvements should be determined to be higher or
lower                than those that are apportioned, a new computation shall be made,
and Seller                agrees to pay Purchaser any increase shown by such
recomputation and vice versa.                Purchaser shall pay its pro rata share of
all expenses incurred in connection                with the real estate tax appeals
relating to taxes for calendar year 2004.  






        Seller
will be charged and credited for the amounts of all of the Proration Items relating to the
period up to the Proration Time, and Purchaser will be charged and credited for all of the
Proration Items relating to the period from and after the Proration Time. The estimated
Closing prorations shall be set forth on a preliminary closing statement to be prepared by
Seller and submitted to Purchaser prior to the Closing Date (the “Closing
Statement”). The Closing Statement, once agreed upon, shall be signed
by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if
the prorations result in a net credit to Seller) or by Seller to Purchaser (if the
prorations result in a net credit to Purchaser) by increasing or reducing the cash to be
delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual
amounts of the Proration Items are not known as of the Closing Date, the prorations will
be made at Closing on the basis of the best evidence then available; thereafter, when
actual figures are received, re-prorations will be made on the basis of the actual
figures, and a final cash settlement will be made between Seller and Purchaser. No
prorations will be made in relation to insurance premiums, and Seller’s insurance
policies will not be assigned to Purchaser. Final readings and final billings for
utilities will be made if possible as of the Closing Date, in which event no proration
will be made at the Closing with respect to utility bills. Seller will be entitled to all
deposits presently in effect with the utility providers, and Purchaser will be obligated
to make its own arrangements for any deposits with the utility providers. The provisions
of this Section 10.4(a) will survive the Closing for twelve (12) months. 




32







	 	
(b)              Purchaser
will receive a credit on the Closing Statement for the prorated amount           (as of
the Proration Time) of all Rental previously paid to or collected by           Seller and
attributable to any period from and after the Proration Time. After           the
Closing, Seller will cause to be paid or turned over to Purchaser all           Rental,
if any, received by Seller after Closing and attributable to any period           from
and after the Proration Time. “Rental” as used           herein
includes fixed monthly rentals, additional rentals, percentage rentals,
          escalation rentals (which include each Tenant’s proration share of
building           operation and maintenance costs and expenses as provided for under the
Lease, to           the extent the same exceeds any expense stop specified in such
Lease),           retroactive rentals, all administrative charges, utility charges,
tenant or real           property association dues, storage rentals, special event
proceeds, temporary           rents, telephone receipts, locker rentals, vending machine
receipts and other           sums and charges payable by Tenants under the Leases or from
other occupants or           users of the Property. Rental is “Delinquent” when
it           was due prior to the Closing Date, and payment thereof has not been made on
or           before the Proration Time. Delinquent Rental will not be prorated. With
respect           to Tenants still in occupancy, Purchaser agrees to use commercially
reasonable           efforts with respect to the collection of any Delinquent Rental, but
Purchaser           will have no liability for the failure to collect any such amounts
and will not           be required to pursue legal action to enforce collection of any
such amounts           owed to Seller by any Tenant. With respect to Tenants no longer in
occupancy,           Seller reserves the right to pursue the collection of Delinquent
Rental. All           sums collected by Purchaser from and after Closing from each Tenant
(excluding           tenant specific billings for tenant work orders and other specific
services as           described in and governed by Section 10.4(d) below) will be
applied first           to Purchaser’s costs of collection; then to current Rental
(which may           include delinquencies owed to Seller for the calendar month of
Closing); and           then to delinquencies owed by such Tenant to Seller together with
Seller’s           costs of collection, if applicable and only to the extent
incurred by Seller           prior to the Closing, provided that in no event shall Seller
be entitled to           recover Rental that is more than one hundred twenty (120) days
Delinquent. Any           sums due Seller will be promptly remitted to Seller. The
provisions of this           Section 10.4(b) shall survive the Closing.  






	 	
(c)              At
the Closing, Seller shall deliver to Purchaser a list of additional rent,
          however characterized, under each Lease, including without limitation, real
          estate taxes, electrical charges, utility costs and operating expenses
          (collectively, “Operating Expenses”) billed to Tenants
          for the calendar year in which the Closing occurs (both on a monthly basis and
          in the aggregate), the basis on which the monthly amounts are being billed and
          the amounts incurred by Seller on account of the components of Operating
          Expenses for such calendar year. Upon the reconciliation by Purchaser of the
          Operating Expenses billed to Tenants, and the amounts actually incurred for
such           calendar year, Seller and Purchaser shall be liable for overpayments of
          Operating Expenses, and shall be entitled to payments from Tenants with respect
          to underpayments of Operating Expenses, as the case may be, on a pro-rata basis
based upon each party’s period of ownership           during such calendar year.  






	 	
(d)              With
respect to specific tenant billings for work orders, special items           performed or
provided at the request of a Tenant or other specific services,           which are
collected by Purchaser after the Closing Date but relate to the           foregoing
specific services rendered by Seller prior to the Proration Time, then
          notwithstanding anything to the contrary contained herein, Purchaser shall
cause           the first amounts collected from such Tenant to be paid to Seller on
account           thereof.  







33







	 	
(e)              Notwithstanding
any provision of this Section 10.4 to the contrary,           Purchaser shall be
responsible for all leasing commissions under Leasing           Commission Agreements,
tenant improvement costs or other expenditures due with           respect to (i) any
Lease amendments entered into after the Effective Date           in accordance with the
provisions of Section 7.1(a), (ii) any expansions or           renewals of any
Leases pursuant to an option exercised after the Effective Date,           and (iii) any
new Lease executed on or after the Effective Date in           accordance with the
provisions of Section 7.1(a) (collectively,           “New Leasing Costs”),
provided that the New           Leasing Costs shall be prorated between Seller and
Purchaser such that Seller           pays an amount equal to the New Leasing Costs times
a fraction, the numerator of           which is the amount of Rental, if any, received by
Seller from the relevant           Tenant prior to Closing for the relevant lease term
(or term of the renewal or           expansion, as applicable), and the denominator of
which is the total Rental           anticipated to be received for such Tenant for such
lease term, and Purchaser           pays the remainder of the New Leasing Costs.
Purchaser will pay to Seller at           Closing as an addition to the Purchase Price an
amount equal to any New Leasing           Costs paid by Seller. Notwithstanding the
foregoing, all initial leasing           commissions under Leasing Commission Agreements,
initial tenant improvement           costs or other initial expenditures attributable
only to (x) the           Pre-Approved Lease, (y) the Leases listed on Exhibit P and
(z) that certain Lease of 7,100           rentable square feet of space at the
Century Property executed July 14,           2004, between Seller and Altria
Corporate Services, Inc.shall be paid by           Seller or, if not paid at or
prior to Closing, shall be assumed by Purchaser           with a credit made against the
Purchase Price in the amount thereof.  






        Section
10.5   Costs of Title Company and Closing Costs.  Costs
of the Title Company and other Closing costs incurred in connection with the Closing will
be allocated as follows:  




	 	
(a)              Seller
shall pay (i) Seller’s attorney’s fees; (ii) one-half           (1/2)
of escrow fees, if any; and (iii) the cost of the premium for the           Title
Policy and customary title searches; (iv) the cost of recording any           lien
releases such that Purchaser obtains the Title Policy subject only to the
          Permitted Exceptions; and (v) the cost of the Updated Surveys up to Four
          Thousand Dollars ($4,000) per Project.  






	 	
(b)              Purchaser
shall pay (i) the costs of recording the Deeds to the Property           and all
other documents (other than lien releases); (ii) all costs of any
          additional coverage under the Title Policy or endorsements or deletions
          (including, without limitation, the modification of the survey exception) to
the           Title Policy that are desired by Purchaser; (iii) all premiums and
other           costs for any mortgagee policy of title insurance, if any, including but
not           limited to any endorsements or deletions; (iv) Purchaser’s
          attorney’s fees; (v) one-half (1/2) of escrow fees, if any; and
          (vi) the costs of each Updated Survey, except to the extent set forth in
          Section 10.5(a).  






	 	
(c)              Any
other costs and expenses of Closing not provided for in this           Section 10.5
shall be allocated between Purchaser and Seller in accordance           with the custom
in the area in which the Property is located.  






        Section
10.6   Post-Closing Delivery of Tenant Notice Letters.  Immediately
following Closing, Purchaser will deliver to each Tenant a Tenant Notice Letter, as
described in Section 10.2(e).  





34







        Section
10.7   Like-Kind Exchange.  Purchaser hereby
acknowledges that Seller may now or hereafter desire to enter into a partially or
completely nontaxable exchange (a “Section 1031 Exchange”)
involving the Property (and/or any one or more of the properties comprising the Property)
under Section 1031 of the Internal Revenue Code of 1986, as amended, and the Treasury
Regulations promulgated thereunder. In connection therewith, and notwithstanding anything
herein to the contrary, Purchasershall, at no cost or expense to Purchaser,
reasonably cooperate with Seller and shall take, and consent to Seller taking, any
reasonable action in furtherance of effectuating a Section 1031 Exchange (including,
without limitation, any action undertaken pursuant to Revenue Procedure 2000-37, 2000-40
IRB, as may hereafter be amended or revised (the “Revenue Procedure”)),
including, without limitation, (a) permitting Seller or an “exchange
accommodation titleholder” (within the meaning of the Revenue Procedure) (“EAT”)
to assign, or cause the assignment of, this Agreement and all of Seller’s rights
hereunder with respect to any or all of the Property to a “qualified intermediary” (as
defined in Treasury Regulations Section 1.1031(k)-1(g)(4)(iii)) (a “QI”);
(b) permitting Seller to assign this Agreement and all of Seller’srights
and obligations hereunder with respect to any or all of the Property and/or to convey,
transfer or sell any or all of the Property, to (i) an EAT; (ii) any one or
more limited liability companies (“LLCs”) that are
wholly-owned by an EAT; or (iii) any one or more LLCs that are wholly-owned by
Seller and/or any affiliate of Seller and to thereafter permit Sellerto assign its
interest in such one or more LLCs to an EAT; and (c) pursuant to the terms of this
Agreement, having any or all of the Property conveyed by an EAT or any one or more of the
LLCs referred to in (b)(ii) or (b)(iii) above, and allowing for the consideration
therefor to be paid by an EAT, any such LLC or a QI; provided, however,
that Purchaser shall not be required to delay the Closing; and providedfurther that
Seller shall provide whatever safeguards are reasonably requested by Purchaser, and not
inconsistent with Seller’s desire to effectuate a Section 1031 Exchange involving
any of the Property,to ensure that all of Seller’s representations, covenants
and obligations under this Agreement shall be satisfied in accordance with the terms
thereof and that Purchaser shall not be required to take title to any property other than
the Property.  




        Section
10.8   Special Lease Provisions.  Purchaser
shall receive a credit at Closing toward the Purchase Price in an amount equal to the
Free Rent Credit calculated in accordance with Exhibit P.  




ARTICLE XI
CONDEMNATION AND
CASUALTY 





        Section
11.1   Casualty.  If, prior to the
Closing Date, all or a Significant Portion of any Project is destroyed or damaged by fire
or other casualty, Seller will notify Purchaser of such casualty. Purchaser will have the
option to terminate this Agreement with respect to all of the Projects upon notice to
Seller given not later than fifteen (15) days after receipt of Seller’s notice. If
this Agreement is terminated, the Earnest Money Deposit and all interest accrued thereon
will be returned to Purchaser and thereafter neither Seller nor Purchaser will have any
further rights or obligations to the other hereunder except with respect to the
Termination Surviving Obligations. If Purchaser does not elect to terminate this
Agreement or less than a Significant Portion of the affected Project is destroyed or
damaged as aforesaid, Seller will not be obligated to repair such damage or destruction
but (a) Seller will assign and turn over to Purchaser the insurance proceeds net of
reasonable collection costs (or if such have not been awarded, all of its right, title
and interest therein) payable with respect to such fire or other casualty up to the
amount of the Purchase Price allocated to the relevant Project and (b) the parties
will proceed to Closing pursuant to the terms hereof without abatement of the Purchase
Price, except that Purchaser will receive credit for any insurance deductible amount. In
the event Seller elects to perform any repairs as a result of a casualty, Seller will be
entitled to deduct its costs and expenses from any amount to which Purchaser is entitled
under this Section 11.1, which right shall survive the Closing.  





35







        Section
11.2   Condemnation of Property.  In
the event of (a) any condemnation or sale in lieu of condemnation of any Project; or
(b) any condemnation or sale in lieu of condemnation of greater than twenty percent
(20%) of the allocated Purchase Price of any Project prior to the Closing or that
materially interferes with the operations of the Project, Purchaser will have the option,
to be exercised within fifteen (15) days after receipt of notice of such condemnation or
sale, of (i) electing to have this Agreement remain in full force and effect with
respect to all of the Projects or (ii) terminating this Agreement as to all of the
Projects. In the event that either (x) any condemnation or sale in lieu of
condemnation of any Project is for equal to or less than twenty percent (20%) of the
allocated Purchase Price of the Project and does not materially interfere with the
operations of the Project, or (y) Purchaser does not terminate this Agreement
pursuant to the preceding sentence, Seller will assign to Purchaser any and all claims
for the proceeds of such condemnation or sale, and Purchaser will take title to such
Project with the assignment of such proceeds and subject to such condemnation and without
reduction of the Purchase Price. The term “materially interfere” shall
refer to a condemnation or sale that (a) leaves the remaining balance of the Project
in a condition such that the Project may not reasonably be anticipated to be economically
operated for the purposes and in the manner in which it was operated prior to such taking
or (b) affects a sufficient amount of the Project such that the Project no longer
complies with Governmental Regulations or (c) causes a default under any of the
Leases or gives any Major Tenant a right to terminate its Lease. Should Purchaser elect
to terminate Purchaser’s obligations under this Agreement under the provisions of
this Section 11.2, the Earnest Money Deposit and any accrued interest thereon shall
be returned to Purchaser, and neither Seller nor Purchaser will have any further
obligation under this Agreement, except for the Termination Surviving Obligations.
Notwithstanding anything to the contrary herein, if any eminent domain or condemnation
proceeding is instituted (or notice of same is given) solely for the taking of any
subsurface rights for utility easements or for any right-of-way easement, and the surface
may, after such taking, be used in substantially the same manner as though such rights
have not been taken, Purchaser will not be entitled to terminate this Agreement, but any
award resulting therefrom will be assigned to Purchaser at Closing and will be the
exclusive property of Purchaser upon Closing.  




ARTICLE XII
CONFIDENTIALITY 





        Section
12.1   Confidentiality.  Except as hereinafter permitted, Seller and
Purchaser each expressly acknowledge and agree that prior to Closing, the transactions
contemplated by this Agreement and the terms, conditions, and negotiations concerning the
same will be held in the strictest confidence by each of them and will not be disclosed
by either of them except to  






36










their respective legal counsel, accountants, consultants,
officers, partners, directors, shareholders, brokers, lenders, consultants and
other Licensee Parties, and except and only to the extent that such disclosure may be
necessary for their respective performances hereunder. Except as expressly provided in
this Agreement, Purchaser further acknowledges and agrees that, unless and until the
Closing occurs, all information obtained by Purchaser in connection with the Property will
not be disclosed by Purchaser to any third persons without the prior written consent of
Seller. Nothing contained in this Article XII will preclude or limit either party to
this Agreement from issuing a press release or making other public disclosures with
respect to any information otherwise deemed confidential under this Article XII
(a) in response to lawful process or subpoena or other valid or enforceable order of
a court of competent jurisdiction or (b) required by law or (c) required by rule or
regulation of the Securities and Exchange Commission or the New York Stock Exchange,
including without limitation in any filings required by a governmental authority, or
(d) after Closing, provided that neither party shall issue a press release pertaining
to the Closing without the prior written consent of the other party, which consent shall
not be unreasonably withheld, conditioned or delayed. Seller and Purchaser hereby agree,
however, that the press release of either party issued in connection with the Closing may
contain a reference to the Purchase Price. In determining whether a disclosure
contemplated in the preceding sentence is required by law or by rule or regulation of the
Securities and Exchange Commission or the New York Stock Exchange, the disclosing party is
entitled to rely upon the written advice of counsel. Nothing in this Article XII will
negate, supersede or otherwise affect the obligations of the parties under the
Confidentiality Agreement, and the provisions of this Article XII will survive the
termination of this Agreement. 



ARTICLE XIII 
REMEDIES





        Section
13.1    Default by Seller.  




	 	
(a)     In
          the event any Closing and any of the transactions contemplated hereby do not
          occur as herein provided by reason of any default of Seller, Purchaser may, as
          Purchaser’s sole and exclusive remedy, elect by written notice to Seller
          within fifteen (15) days following the Scheduled Closing Date (as the same may
          be extended pursuant to any express provision of this Agreement), any of the
          following: (i) proceed to Closing on the unaffected Projects and terminate
          this Agreement with respect to the Projects affected by any such default,
          provided that Seller shall have thirty (30) days after notice from Purchaser to
          cure any such default (the “Default Cure Period”)
          and if, at the expiration of the Default Cure Period, all such defaults are
          cured, the parties shall proceed to Closing on all of the Projects as to which
          Closing has not yet occurred; or (ii) delay the Closing on all of the
          Projects until the expiration of the Default Cure Period, at which time
          Purchaser may, by giving Seller written notice thereof, terminate this
Agreement           with respect to the Projects affected by any such default that has
not been           cured and proceed to Closing with respect to the remaining Projects or
may           terminate this Agreement with respect to all of the Projects; or
          (iii) proceed to Closing on the unaffected Projects and seek to enforce
          specific performance of Seller’s obligations under Article X of this
          Agreement, it being understood and agreed that the remedy of specific
          performance shall not be available to enforce any other obligation of Seller
          hereunder. Purchaser shall be deemed to have elected not to proceed under
clause           (iii) of this Section 13.1 if after giving written notice as
required above           of its intent to seek specific performance, Purchaser has failed
to file suit           for specific performance against Seller in a court having
jurisdiction in the           county and state in which the relevant Project is located
on or before           forty-five (45) days following the Scheduled Closing Date, in
which event           Purchaser shall be deemed to have elected to proceed under clause
(i) of this           Section 13.1. Purchaser may not, in any event, terminate this
Agreement by           reason of Seller default with respect to any Project until the
expiration of the           Default Cure Period.  







37







	 	
(b)              In
the event of any termination by Purchaser under this Section 13.1,
          Purchaser will receive from the Escrow Agent the Earnest Money Deposit
allocated           to the relevant Project, together with all interest accrued thereon,
whereupon           Seller and Purchaser will have no further rights or obligations under
this           Agreement with respect to such Project, except with respect to the
Termination           Surviving Obligations pertaining to such Project. If the default by
Seller is a           material breach of any of Seller’s covenants set forth in
Section 7.1,           then Seller shall be obligated upon demand to reimburse
Purchaser for           Purchaser’s actual out-of-pocket third-party expenses
incurred by Purchaser           in connection with (i) its due diligence
investigation of the Projects,           (ii) financing related to the transactions
contemplated hereby and           (iii) its negotiation of this Agreement, provided
that Seller’s           liability for such expenses shall not exceed, in the
aggregate, One Hundred           Thousand and No/100 Dollars ($100,000.00). If such
default was also knowing and           intentional with the intent to prevent Purchaser
from purchasing the Project, or           if such termination was due to Seller knowingly
and intentionally having made a           representation or warranty that was materially
untrue at the time it was made,           in addition to the remedy in the preceding
sentence, Purchaser shall also be           entitled to recover from Seller its actual
damages suffered as a result of the           applicable Seller default(s), such damages
not to exceed the amount of the           Earnest Money Deposit allocated to such Project
that is in escrow with the           Escrow Agent at the time of such breach.  






	 	
(c)              Except
as otherwise expressly set forth in Section 13.1 of this Agreement,
          Purchaser expressly waives its rights to seek damages in the event of
          Seller’s default hereunder, provided that, notwithstanding the foregoing,
          nothing contained in this Section 13.1 will limit Purchaser’s
remedies           at law, in equity or as herein provided in pursuing remedies of a
breach by           Seller of any of the Termination Surviving Obligations.  






        Section
13.2   Default by Purchaser.  In the
event the Closing and the consummation of the transactions contemplated herein do not
occur as provided herein by reason of any default of Purchaser, Purchaser and Seller
agree it would be impractical and extremely difficult to fix the damages which Seller may
suffer. Purchaser and Seller hereby agree that (a) an amount equal to the Earnest
Money Deposit, together with all interest accrued thereon, is a reasonable estimate of
the total net detriment Seller would suffer in the event Purchaser defaults and fails to
complete the purchase of the Property, and (b) such amount will be the full, agreed
and liquidated damages for Purchaser’s default and failure to complete the purchase
of the Property, and will be Seller’s sole and exclusive remedy (whether at law or
in equity) for any default of Purchaser resulting in the failure of consummation of the
Closing, whereupon this Agreement will terminate and Seller and Purchaser will have no
further rights or obligations hereunder, except with respect to the Termination Surviving
Obligations. The payment of such amount as liquidated damages is not intended as a
forfeiture or penalty but is intended to constitute liquidated damages to Seller.
Notwithstanding the foregoing, nothing contained herein will limit Seller’s remedies
at law, in equity or as herein provided in the event of a breach by Purchaser of any of
the Termination Surviving Obligations.  





38







ARTICLE XIV
NOTICES 





        Section
14.1    Notices.  




	 	
(a)              All
notices or other communications required or permitted hereunder shall be in
          writing, and shall be given by hand delivery, or any nationally recognized
          overnight delivery service with proof of delivery, or by facsimile transmission
          (provided that such facsimile is confirmed by the sender by expedited delivery
          service in the manner previously described), sent to the intended addressee at
          the address set forth below, or to such other address or to the attention of
          such other person as the addressee will have designated by written notice sent
          in accordance herewith. Unless changed in accordance with the preceding
          sentence, the addresses for notices given pursuant to this Agreement will be as
          follows:  







	If to Purchaser:		Centennial Acquisition Company and
Waramaug Acquisition Corp.
17400 Dallas Parkway, Suite 216

Dallas, Texas 75287
Attn.: Steven H. Levin, Esq.
(214) 386-4920 (tele.)
(214) 490-7070 (fax)









	With a copy to:		Akin, Gump, Strauss, Hauer & Feld, L.L.P.

1700 Pacific Avenue, Suite 4100
Dallas, Texas 75201
Attn.:  Cynthia B. Nelson, Esq.
(214) 969-2882 (tele.)
(214) 969-4343 (fax)








	If to Seller:		c/o Mack-Cali Realty Corporation
11 Commerce Drive
Cranford, New Jersey  07016



with separate notices to the attention of:








			Mr. Mitchell E. Hersh
(908) 272-8000 (tele.)
(908) 272-0214 (fax)


and








39








			Roger W. Thomas, Esq.
(908) 272-2612 (tele.)
(908) 497-0485 (fax)








	With a copy to:		Jones Day
2727 North Harwood Street
Dallas, Texas 75201

Attn: Martha Wach, Esq.
(214) 220-3939 (tele.)
(214) 969-5121 (fax)








	If to Escrow Agent:		LandAmerica Financial Group, Inc.
7557 Rambler Road, Suite 1200

Dallas, Texas 75231
Attn.: John Pettiette, Esq.
(214) 346-7142 (tele.)
(214) 346-7132 (fax)









	 	
(b)              Notices
given by (i) overnight delivery service as aforesaid shall be           deemed
received and effective on the first Business Day following such dispatch,           (ii) facsimile
transmission as aforesaid shall be deemed given at the time           and on the date of
machine transmittal provided same is sent and confirmation of           receipt is
received by the sender prior to 4:00 p.m. (EST) on a Business Day (if           sent
later, then notice shall be deemed given on the next Business Day) and           (iii)
hand delivery as aforesaid shall be deemed given at the time and on the           date of
delivery provided same is sent and delivered to the recipient prior to           4:00
p.m. EST on a Business Day (if delivered 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.  






ARTICLE XV
ASSIGNMENT AND BINDING
EFFECT 



        Section
15.1   Assignment: Binding Effect.  Purchaser
shall have a one-time right to assign this Agreement to one or more entities (but no more
than two entities per Project) in which Paul Nussbaum and Steven H. Levin, together or
either of them individually, own, directly or indirectly, at least 5% of the equity
interest, provided that Purchaser must provide notice of such assignment to Seller at
least five (5) Business Days prior to the Closing Date and such notice shall include
evidence that the assignment complies with the requirements of this Section 15.1.
Purchaser will not otherwise have the right to assign this Agreement without Seller’s
prior written consent. No assignment of this Agreement by Purchaser shall relieve
Purchaser of its obligations hereunder.  






40







ARTICLE XVI 
BROKERAGE





        Section
16.1   Brokers.  Purchaser and Seller
represent that they have not dealt with any brokers, finders or salesmen, in connection
with this transaction, and agree to indemnify, defend and hold each other harmless from
and against any and all loss, cost, damage, liability or expense, including reasonable
attorneys’ fees, which either party may sustain, incur or be exposed to by reason of
any claim for fees or commissions made through the other party. The provisions of this
Article XVI will survive any Closing or termination of this Agreement.  




ARTICLE XVII 
ESCROW AGENT





        Section
17.1   Escrow.  




	 	
(a)              Escrow
Agent will hold the Earnest Money Deposit in escrow in an           interest-bearing
account of the type generally used by Escrow Agent for the           holding of escrow
funds until the earlier of (i) the Closing, or           (ii) the termination
of this Agreement in accordance with any right           hereunder. In the event
Purchaser has not terminated this Agreement by the end           of the Evaluation
Period, the Earnest Money Deposit shall be non-refundable to           Purchaser, except
as otherwise expressly provided in this Agreement, but if not           refunded in
accordance with this Agreement shall be credited against the           Purchase Price at
the Closing. In the event this Agreement is terminated prior           to the expiration
of the Evaluation Period, the Earnest Money Deposit and all           interest accrued
thereon will be returned by the Escrow Agent to Purchaser. In           the event the
Closing occurs, the Earnest Money Deposit and all interest accrued           thereon will
be released to Seller, and Purchaser shall receive a credit against           the
Purchase Price in the amount of the Earnest Money Deposit. In the event this
          Agreement is terminated due to a Purchaser default, the Earnest Money Deposit
          and all interest accrued thereon will be released to Seller in accordance with
          Section 13.2. In all other instances, Escrow Agent shall not release the
          Earnest Money Deposit to either party until Escrow Agent has been requested by
          Seller or Purchaser to release the Earnest Money Deposit and has given the
other           party five (5) Business Days to dispute, or consent to, the release of
the           Earnest Money Deposit. Purchaser represents that the tax identification
number           for purposes of reporting the interest earnings of Centennial
Acquisition           Company is 75-2822668, and the tax identification number for
purposes of           reporting the interest earnings of Waramaug Acquisition Corp. is
20-1457393.  






	 	
(b)              Escrow
Agent shall not be liable to any party for any act or omission, except           for bad
faith, gross negligence or willful misconduct, and the parties agree to
          indemnify Escrow Agent and hold Escrow Agent harmless from any and all claims,
          damages, losses or expenses arising in connection herewith. The parties
          acknowledge that Escrow Agent is acting solely as stakeholder for their mutual
          convenience. In the event Escrow Agent receives written notice of a dispute
          between the parties with respect to the Earnest Money Deposit and the interest
          earned thereon (the “Escrowed Funds”), Escrow Agent
          shall not be bound to release and deliver the Escrowed Funds to either party
but           may either (i) continue to hold the Escrowed Funds until otherwise
directed           in a writing signed by all parties hereto or (ii) deposit the
Escrowed           Funds with the clerk of any court of competent jurisdiction. Upon such
deposit,           Escrow Agent will be released from all duties and responsibilities
hereunder.           Escrow Agent shall have the right to consult with separate counsel
of its own           choosing (if it deems such consultation advisable) and shall not be
liable for           any action taken, suffered or omitted by it in accordance with the
advice of           such counsel.  







41







	 	
(c)              Escrow
Agent shall not be required to defend any legal proceeding which may be
          instituted against it with respect to the Escrowed Funds, the Property or the
          subject matter of this Agreement unless requested to do so by Purchaser or
          Seller and is indemnified to its satisfaction against the cost and expense of
          such defense. Escrow Agent shall not be required to institute legal proceedings
          of any kind and shall have no responsibility for the genuineness or validity of
          any document or other item deposited with it or the collectibility of any check
          delivered in connection with this Agreement. Escrow Agent shall be fully
          protected in acting in accordance with any written instructions given to it
          hereunder and believed by it to have been signed by the proper parties.  






ARTICLE XVIII
MISCELLANEOUS 





        Section
18.1   Waivers.  No waiver of any
breach of any covenant or provisions contained herein will be deemed a waiver of any
preceding or succeeding breach thereof, or of any other covenant or provision contained
herein. No extension of time for performance of any obligation or act will be deemed an
extension of the time for performance of any other obligation or act.  




        Section
18.2   TIME OF THE ESSENCE.  TIME IS OF
THE ESSENCE WITH RESPECT TO ALL TIME PERIODS AND DATES FOR PERFORMANCE SET FORTH IN THIS
AGREEMENT.  




        Section
18.3   Recovery of Certain Fees.  In
the event a party hereto files any action or suit against another party hereto by reason
of any breach of any of the covenants, agreements or provisions contained in this
Agreement, then in that event the prevailing party will be entitled to have and recover
certain fees from the other party including all reasonable attorneys’fees
and costs resulting therefrom. For purposes of this Agreement, the term “attorneys’ fees” or
“attorneys’ fees and costs” shall mean the fees and expenses of counsel to
the parties hereto, which may include printing, photocopying, duplicating and other
expenses, air freight charges, and fees billed for law clerks, paralegals and other
persons not admitted to the bar but performing services under the supervision of an
attorney, and the costs and fees incurred in connection with the enforcement or
collection of any judgment obtained in any such proceeding. The provisions of this Section 18.3
shall survive the entry of any judgment, and shall not merge, or be deemed to have
merged, into any judgment.  




        Section
18.4   Construction.  Headings at the
beginning of each Article and Section are solely for the convenience of the
parties and are not a part of this Agreement. Whenever required by the context of this
Agreement, the singular will include the plural and the masculine will include the
feminine and vice versa. This Agreement will not be construed as if it had been prepared
by one of the parties, but rather as if both parties had prepared the same. All exhibits
and schedules referred to in this Agreement are attached and incorporated by this
reference, and any capitalized term used in any exhibit or schedule which is not defined
in such exhibit or schedule will have the meaning attributable to such term in the body
of this Agreement. In the event the date on which Purchaser or Seller is required to take
any action under the terms of this Agreement is not a Business Day, the action will be
taken on the next succeeding Business Day.  





42







        Section
18.5   Counterparts.  This Agreement
may be executed in multiple counterparts, each of which, when assembled to include an
original signature for each party contemplated to sign this Agreement, will constitute a
complete and fully executed original. All such fully executed original counterparts will
collectively constitute a single agreement.  




        Section
18.6   Severability.  If any term or
other provision of this Agreement is invalid, illegal, or incapable of being enforced by
any rule of law or public policy, all of the other conditions and provisions of this
Agreement will nevertheless remain in full force and effect, so long as the economic or
legal substance of the transactions contemplated hereby is not affected in any adverse
manner to either party. Upon such determination that any term or other provision is
invalid, illegal, or incapable of being enforced, the parties hereto will negotiate in
good faith to modify this Agreement so as to reflect the original intent of the parties
as closely as possible in an acceptable manner to the end that the transactions
contemplated hereby are fulfilled to the extent possible.  




        Section
18.7   Entire Agreement.  This
Agreement is the final expression of, and contains the entire agreement between, the
parties with respect to the subject matter hereof, and supersedes all prior
understandings with respect thereto. This Agreement may not be modified, changed,
supplemented or terminated, nor may any obligations hereunder be waived, except by
written instrument, signed by the party to be charged or by its agent duly authorized in
writing, or as otherwise expressly permitted herein.  




        Section
18.8   Governing Law.  THIS AGREEMENT
WILL BE CONSTRUED, PERFORMED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE IN
WHICH THE PROPERTY IS LOCATED. SELLER AND PURCHASER HEREBY IRREVOCABLY SUBMIT TO THE
JURISDICTION OF ANY STATE OR FEDERAL COURT SITTING IN THE STATE IN WHICH THE PROPERTY IS
LOCATED IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND
HEREBY IRREVOCABLY AGREE THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING SHALL BE
HEARD AND DETERMINED IN A STATE OR FEDERAL COURT SITTING IN THE STATE IN WHICH THE
PROPERTY IS LOCATED.  




        Section
18.9   No Recording.  The parties
hereto agree that neither this Agreement nor any affidavit or memorandum concerning it
will be recorded and any recording of this Agreement or any such affidavit or memorandum
by Purchaser will be deemed a default by Purchaser hereunder.  




        Section
18.10   Further Actions.  The parties
agree to execute such instructions to the Title Company and such other instruments and to
do such further acts as may be reasonably necessary to carry out the provisions of this
Agreement.  





43







        Section
18.11   Joint and Several Liability.  If
Purchaser is composed of more than one person or entity, all obligations of Purchaser in,
under or pursuant to this Agreement shall be joint and several obligations of all parties
composing Purchaser.  




        Section
18.12   Exhibits.  The following sets forth a list of
Exhibits to the Agreement:  



		
	Exhibit A	 	Assignment	 
	Exhibit B	 	Assignment of Leases	 
	Exhibit C	 	Bill of Sale	 
	Exhibit D-1	 	Legal Description of Century Property	 
	Exhibit D-2	 	Legal Description of Santa Fe Property	 
	Exhibit D-3	 	Legal Description of Tri West Property	 
	Exhibit E	 	Service Contracts	 
	Exhibit F	 	Lease Schedule	 
	Exhibit G	 	[Intentionally deleted]	 
	Exhibit H	 	Tenant Estoppel	 
	Exhibit I	 	Suits, Proceedings and Violations	 
	Exhibit J	 	Certificate as to Foreign Status	 
	Exhibit K	 	Arrearages	 
	Exhibit L	 	Leasing Commission Agreements	 
	Exhibit M	 	Environmental Reports	 
	Exhibit N-1	 	Century Rent Roll	 
	Exhibit N-2	 	Santa Fe Rent Roll	 
	Exhibit N-3	 	Tri West Rent Roll	 
	Exhibit O	 	[Intentionally deleted]	 
	Exhibit P	 	Free Rent Credit	 
	Exhibit Q	 	Pre-Approved Lease	 
	Exhibit R	 	Consulting Agreement	 
	Exhibit S	 	Tax Appeals	 







        Section
18.13   No Partnership.  Notwithstanding
anything to the contrary contained herein, this Agreement shall not be deemed or
construed to make the parties hereto partners or joint venturers, it being the intention
of the parties to merely create the relationship of Seller and Purchaser with respect to
the Property to be conveyed as contemplated hereby.  




        Section
18.14   Limitations on Benefits.  It is
the explicit intention of Purchaser and Seller that no person or entity other than
Purchaser, Seller and Seller’s Affiliates and their permitted successors and assigns
is or shall be entitled to bring any action to enforce any provision of this Agreement
against any of the parties hereto, and the covenants, undertakings and agreements set
forth in this Agreement shall be solely for the benefit of, and shall be enforceable only
by, Purchaser, Seller and Seller’s Affiliates or their respective successors and
assigns as permitted hereunder. Except as set forth in this Section 18.14, nothing
contained in this Agreement shall under any circumstances whatsoever be deemed or
construed, or be interpreted, as making any third party (including, without limitation,
Broker) a beneficiary of any term or provision of this Agreement or any instrument or
document delivered pursuant hereto, and Purchaser and Seller expressly reject any such
intent, construction or interpretation of this Agreement.  





44







        Section
18.15   Discharge of Obligations.  The
acceptance of the Deeds by Purchaser shall be deemed to be a full performance and
discharge of every representation and warranty made by Seller herein and every agreement
and obligation on the part of Seller to be performed pursuant to the provisions of this
Agreement, except those which are herein specifically stated to survive the Closing.  




[The remainder of
this page is intentionally left blank.] 





45








        IN
WITNESS WHEREOF, Seller and Purchaser have respectively executed this Agreement as of
the Effective Date. 




	Date Executed:

August 9, 2004		PURCHASER:

CENTENNIAL ACQUISITION COMPANY

By:  /s/ Steven H. Levin

——————————————
Name:  Steven H. Levin
Title:  President













	August 6, 2004		WARAMAUG ACQUISITION CORP.


By:  /s/  Paul A. Nussbaum

——————————————
Name:  Paul A. Nussbaum
Title:  President












	

August 9, 2004		SELLER:

MACK-CALI TEXAS PROPERTY L.P.


By:  Mack-Cali Sub XVII, Inc., its general partner



      By:  /s/  Roger W. Thomas
      ———————————
      Name:  Roger W. Thomas

      Title:  Executive Vice President
                   and General Counsel


      As to Sections 3.3 and 4.3 and Article XVII only:









	August 10, 2004		ESCROW AGENT:

COMMONWEALTH LAND TITLE INSURANCE
COMPANY

By:  /s/ Nancy Shirar

——————————————
Name:  Nancy Shirar
Title:  ______________