Exhibit
10.134


NM
Loan No. 338136


NY
Life Loan No. 374-0185




GUARANTEE OF RECOURSE
OBLIGATIONS


(Single
Guarantor)




In consideration of the benefits which
the undersigned (herein called “Guarantor”) will receive as a result of The
Northwestern Mutual Life Insurance Company (“Northwestern”) and New York Life
Insurance Company (“NY Life”) (Northwestern and NY Life being hereinafter
together collectively referred to as “Lender”) making the above-numbered loans
to M-C Plaza V L.L.C., a New Jersey limited liability company, Cal-Harbor V
Urban Renewal Associates L.P., a New Jersey limited partnership and Cal-Harbor V
Leasing Associates L.L.C., a New Jersey limited liability company (collectively,
the “Borrower”) evidenced by the promissory notes (the “Notes”) of even date
herewith in the aggregate original principal amount of $240,000,000 and secured
by a Mortgage and Security Agreement and Financing Statement (the “Lien
Instrument”) covering property in Jersey City, Hudson County, State of New
Jersey (the “Property”), and as an inducement required by Lender to fund said
loans, Guarantor has agreed to guarantee:




(A)
            The
      Recourse Obligations (as such term is defined in paragraph 9 hereof);
      and,




(B)
            Following
      the occurrence of a Triggering Event (as such term is defined in paragraph
      9 hereof), the payment of the Note and all amounts at any time owed to
      Lender under the other Loan Documents (as hereinafter defined) and the
      performance of all terms, covenants and conditions in the Loan
      Documents.




1.  Therefore,
for value received, Guarantor hereby, unconditionally and irrevocably,
guarantees to Lender and its successors and assigns the full, prompt and
faithful payment of all of the Recourse Obligations, (i) notwithstanding any
invalidity of, or defect or deficiency in any Loan Documents, (ii)
notwithstanding the fact that Borrower may have no personal liability for all or
a portion of the Indebtedness and Lender’s recourse against Borrower and
Borrower’s assets may be limited, and (iii) notwithstanding any act, omission or
thing which might otherwise operate as a legal or equitable discharge of
Guarantor.  Guarantor shall, within five business days from the date
notice is given to Guarantor that any of the Recourse Obligations is due and
owing, pay such Recourse Obligation.




“Loan Documents” means the Notes, the
Lien Instrument, that certain Loan Application dated as of August 5, 2008 from
Borrower to Lender and that certain acceptance letter issued by Lender dated
September 24, 2008 (together, the “Commitment”), that certain Absolute
Assignment of Leases and Rents of even date herewith between Borrower and Lender
(the “Absolute Assignment”), that certain Certification of Borrowers of even
date herewith, that certain Limited Liability Company Supplement and that
certain Limited Partnership Supplement each dated contemporaneously herewith,
any other supplements and authorizations required by Lender and all other
instruments and documents (as the same may be amended from time to time)
executed by Borrower and delivered to Lender in connection with, or as security
for, the indebtedness evidenced by the Notes, except any separate environmental
indemnity agreement.






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2.  In
addition, for value received, Guarantor hereby, unconditionally and irrevocably,
guarantees to Lender and its successors and assigns the full, prompt and
faithful payment of the full amount of the principal, interest and any other
sums due or to become due under the Loan Documents (the “Indebtedness”) upon and
following the occurrence of a Triggering Event, it being the intention hereof
that, following the occurrence of a Triggering Event, Guarantor shall remain
liable until the Indebtedness shall be fully paid, (i) notwithstanding any
invalidity of, or defect or deficiency in, any Loan Document, (ii)
notwithstanding the fact that Borrower may have no personal liability for all or
a portion of the Indebtedness and Lender’s recourse against Borrower and
Borrower’s assets may be limited, and (iii) notwithstanding any act, omission or
thing which might otherwise operate as a legal or equitable discharge of
Guarantor.




Following the occurrence of a
Triggering Event, Guarantor shall, within five business days from the date a
notice is given to Guarantor that an Event of Default (as defined in the Lien
Instrument) has occurred and is continuing, cure such Event of
Default.  If any Event of Default shall not be cured by Guarantor
within said five business day period, Lender may, at its option, accelerate the
Indebtedness (if operation of a stay under the federal bankruptcy code or under
any other state or federal bankruptcy, insolvency or similar proceeding,
prohibits or delays acceleration of the Indebtedness as to Borrower, Guarantor
agrees that Guarantor’s obligations hereunder shall not be postponed or reduced)
and, within five business days from the date a written demand from Lender is
given to Guarantor, Guarantor shall pay all of the Indebtedness, whether or not
acceleration of the Indebtedness has occurred as to Borrower.




3.  Any
obligations not paid when due hereunder shall bear interest from the date due
until paid at the Default Rate (as defined in the Notes).  Guarantor
hereby waives absolutely and irrevocably, until the Indebtedness shall have been
paid in full, any right of subrogation whatsoever to Lender’s claims against
Borrower and any right of indemnity, reimbursement or contribution from Borrower
with respect to any payment made or performance undertaken by Guarantor pursuant
hereto.  If Borrower shall become a debtor under the federal
bankruptcy code or the subject of any other state or federal bankruptcy,
insolvency or similar proceeding, neither the operation of a stay nor the
discharge of the Indebtedness thereunder shall affect the liability of Guarantor
hereunder.






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4.  Without
limiting or lessening the liability of Guarantor under this Guarantee, Lender
may, without notice to Guarantor:




(A)
            Grant
      extensions of time or any other indulgences on the
      Indebtedness;




(B)
            Take,
      give up, modify, vary, exchange, renew or abstain from perfecting or
      taking advantage of any security for the Indebtedness;
  and




(C)
            Accept
      or make compositions or other arrangements with Borrower, realize on any
      security, and otherwise deal with Borrower, other parties and any security
      as Lender may deem expedient.




5.  This
Guarantee shall be a continuing guarantee, shall not be revoked by death, shall
inure to the benefit of, and be enforceable by, any subsequent holder of the
Notes and the Lien Instrument and shall be binding upon, and enforceable
against, Guarantor and Guarantor’s heirs, legal representatives, successors and
assigns.




6.  All
additional demands, presentments, notices of protest and dishonor, and notices
of every kind and nature, including those of any action or no action on the part
of Borrower, Lender or Guarantor, are expressly waived by
Guarantor.  This is a guarantee of payment and not of
collection.  Guarantor hereby waives the right to require Lender to
proceed against Borrower or any other party, or to proceed against or apply any
security it may hold, waives the right to require Lender to pursue any other
remedy for the benefit of Guarantor and agrees that Lender may proceed against
Guarantor without taking any action against any other party and without
proceeding against or applying any security it may hold.  Lender may,
at their election, foreclose upon any security held by them in one or more
judicial or non-judicial sales, whether or not every aspect of such sale is
commercially reasonable, without affecting or impairing the liability of
Guarantor, except to the extent the Indebtedness shall have been
paid.  Guarantor waives any defense arising out of such an election,
notwithstanding that such election may operate to impair or extinguish any right
or any remedy of Guarantor against Borrower or any other security.




7.  Guarantor
agrees to pay reasonable attorneys’ fees and all other costs and expenses which
may be incurred in the enforcement of this Guarantee if Lender is successful in
such enforcement action.




8.  Any
notices, demands, requests and consents permitted or required hereunder or under
any other Loan Document shall be in writing, may be delivered personally or sent
by certified mail, return receipt requested, with postage prepaid, or by
reputable overnight courier service.  Any notice or demand sent to
Guarantor by certified mail or reputable overnight courier service shall be
addressed to Guarantor at the address(es) set forth under Guarantor’s signature
below or such other address(es) in the United States of America as Guarantor
shall designate in a notice to Lender given in the manner described
herein.  Any notice sent to Northwestern by certified mail or
reputable overnight courier service shall be addressed to The Northwestern
Mutual Life Insurance Company to the attention of the Real Estate Investment
Department at 720 East Wisconsin Avenue, Milwaukee, WI 53202 or at such other
addresses as Northwestern shall designate in a notice given in the manner
described herein.  Any notice sent to NY Life by certified mail or
reputable overnight courier service shall be addressed to New York Life
Insurance Company c/o New York Life Investment Management LLC to the attention
of Real Estate Group, Director Loan Administration Division at 51 Madison
Avenue, New York, NY 10010 or at such other addresses as NY Life shall designate
in a notice given in the manner described herein.  Any notice given to
Lender shall refer to the respective Loan No(s). set forth above.  Any
notice or demand hereunder shall be deemed given when received.  Any
notice or demand which is rejected, the acceptance of delivery of which is
refused or which is incapable of being delivered on a normal business day during
normal business hours at the address(es) specified herein or such other address
designated pursuant hereto shall be deemed received as of the date of attempted
delivery.






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9.  The
following terms shall be defined as set forth below:




“Recourse
Obligations” means the following:




(a)  rents and
other income from the Property received by Borrower or those acting on behalf of
Borrower during the one-year period preceding an Event of Default under the Loan
Documents remaining uncured prior to the Conveyance Date (as hereinafter
defined), which rents and other income have not been applied to the payment of
principal and interest on the Notes or to reasonable operating expenses of the
Property;




(b)  amounts
necessary to repair any damage to the Property caused by the intentional acts or
omissions of Borrower or those acting on behalf of Borrower; provided, however, that
Borrower shall not be liable for damage caused by omissions, if the Property
generates insufficient cash flow to enable Borrower to take the action necessary
to prevent the damage;




(c)  insurance
loss proceeds and Condemnation Proceeds (as defined in the Lien Instrument)
released to Borrower but not applied in accordance with any agreement between
Borrower and Lender as to their application;




(d)  the
amount of insurance loss proceeds which would have been available with respect
to a casualty on the Property, but were not available due to (i) a default by
Borrower in carrying all insurance required by Lender pursuant to the Loan
Documents, or (ii) insurance coverage for acts of terrorism not being available
after the date hereof;






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(e)  damages
suffered by Lender as a result of fraud or misrepresentation in connection with
the Indebtedness by Borrower or any other person or entity acting on behalf of
Borrower;




(f)  (i) any
payments in lieu of real estate taxes due and owing with respect to the Property
on the Conveyance Date, (ii) indemnification from and against any actual damages
sustained by Lender after an Event of Default as a result of the Borrower’s
termination of that certain Financial Agreement dated June 2, 1999 by and
between Cal-Harbor V Urban Renewal Associates L.P. and the City of Jersey City,
as amended by that certain Amendment to Financial Agreement effective as of
December 1, 2000 (together, the “Financial Agreement”), which may include
pre-Event of Default real estate taxes in excess of the Annual Service Charge
(as such term is defined in the Financial Agreement), and (iii) indemnification
from and against any actual damages sustained by Lender after an Event of
Default as a result of an increase in the Annual Service Charge resulting from
current negotiations between the Borrower and the City of Jersey City regarding
the proper allocation of certain project costs, the total project costs and the
amount of the Annual Service Charge (which may include pre-Event of Default
increases in the Annual Service Charge);




(g)  amounts
in excess of any rents or other revenues collected by Lender from operation of
the Property from and after acceleration of the Indebtedness until the
Conveyance Date, which amounts are necessary to (i) pay real estate taxes,
special assessments and insurance premiums then due and payable with respect to
the Property (to the extent not previously deposited with Lender by Borrower
pursuant to the provisions of the Lien Instrument in the section entitled “Deposits
by Mortgagor”), and (ii) fulfill Borrower’s obligations as lessor under
any leases of the Property and required to be performed at such time, in each
case, either paid by Lender and not reimbursed prior to, or remaining due or
delinquent on the Conveyance Date;




(h)  all
security deposits under leases of the Property or any portion of the Property
collected by Borrower, any agent of Borrower or any predecessor of Borrower, and
not refunded to the tenants thereunder in accordance with their respective
leases, applied in accordance with such leases or law or delivered to Lender,
and all rents collected more than thirty (30) days in advance by Borrower, any
agent of Borrower or any predecessor of Borrower and not applied in accordance
with the leases of the Property or delivered to Lender, or applied to the
operating expenses of the Property;






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(i)  all
outstanding amounts due under the Indebtedness, including principal, interest
and other charges if there shall be a breach by Borrower beyond any applicable
notice and/or cure period of any of its covenants set forth in the Lien
Instrument in the sections entitled: (i) “Prohibition
on Transfer/One-Time Transfer”; or (ii) “Other
Liens”, such that the breach becomes an Event of Default;
and




(j)  reasonable
attorneys’ fees and expenses incurred to the extent suit is brought to collect
any of the amounts described in subparagraphs (a) though (i) above and Lender
prevails in such suit.




“Conveyance
Date” means the earliest to occur of: (i) the later of (a) the date on which
title vests in the purchaser at the foreclosure sale of the Property pursuant to
the Lien Instrument, or (b) the date on which Borrower’s statutory right of
redemption shall expire or be waived; (ii) a Valid Tender Date; or (iii) the
date of the conveyance of the Property to Lender or its designee(s) by Borrower
in lieu of foreclosure.




“Valid
Tender Date” means the date on which a Tender is made which, with the passage of
time, becomes a Valid Tender.




“Tender”
means the tender by Borrower of (i) true, complete and accurate copies of all
leases of the Property with an instrument assigning them to Lender or Lender’s
designee, and (ii) a special warranty deed conveying good and marketable title
to the Property to Lender or Lender’s designee, subject to no liens or
encumbrances subordinate to the lien securing the Indebtedness not previously
approved in writing by Lender or permitted without Lender’s consent pursuant to
the Loan Documents.  If title to the Property is in the same condition
as approved by Lender on the Loan Closing Date, as evidenced by Lender’s title
insurance policy, subject only to subsequent liens and encumbrances previously
approved by Lender or permitted without Lender’s consent pursuant to the Loan
Documents, then title shall be deemed to be good and marketable.




“Valid
Tender” means (i) a Tender, and (ii) the passage of the Review Period, during
which period, Borrower shall not create any consensual liens on the Property and
Borrower shall not be or become a debtor in any bankruptcy proceeding or the
subject of any other insolvency proceeding (other than a bankruptcy or other
insolvency proceeding commenced by Lender or any of their Affiliates) unless the
Tender is approved by the Bankruptcy Court or other court having jurisdiction
over such insolvency proceeding, at which time it shall become a Valid
Tender.




“Review
Period” means the period of time from the date of the Tender until the earlier
of (i) sixty (60) days thereafter, or (ii) the date of acceptance of the Tender
by Lender or Lender’s designee.






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Lender or
Lender’s designee shall have the Review Period to accept or reject a Tender to
enable Lender or Lender’s designee to review title to, and obtain an
environmental assessment of, the Property, and, at Lender or Lender’s designee’s
option, the deed and lease assignment shall be deposited into an escrow during
the Review Period.




If Lender
or Lender’s designee shall not accept such Tender within the Review Period, the
Tender shall be deemed to be rejected, but a Valid Tender shall remain a Valid
Tender despite such rejection.




“Triggering Event” means any of the
following:




(A)
            Any
      claim is asserted alleging a fraudulent conveyance or transfer under
      applicable state or federal law in connection with the fact that any of
      the entities constituting the Borrower received inadequate consideration
      for performing its obligations under the Loan
  Documents;




(B)
            The
      filing by Borrower of a voluntary petition for relief under the federal
      bankruptcy code;




(C)
            The
      filing of an involuntary petition against Borrower under the federal
      bankruptcy code which shall remain undismissed for a period of one hundred
      and twenty (120) days; or




(D)
            Borrower
      shall become the subject of any liquidation, receivership or other similar
      proceedings and, if such proceeding is involuntary, shall remain
      undismissed for a period of one hundred and twenty (120)
    days.




10.  This
Guarantee shall be governed by and construed in all respects in accordance with
the laws of the State of New Jersey without regard to any conflict of law
principles.  With respect to any action, lawsuit or other legal
proceeding concerning any dispute arising under or related to this Guarantee,
Guarantor hereby irrevocably consents to the jurisdiction of the courts located
in the State of New Jersey and irrevocably waives any defense of improper venue,
forum nonconveniens or lack of personal jurisdiction in any such action, lawsuit
or other legal proceeding brought in any court located in the State of New
Jersey.  Nothing contained herein shall affect the rights of Lender to
commence an action, lawsuit or other legal proceeding against Guarantor in any
other jurisdiction.




11.  Notwithstanding
anything to the contrary herein, the terms and provisions of this Guarantee and
the obligations of Guarantor hereunder shall terminate and be of no further
force and effect, but solely with respect to clauses (a) through (d), inclusive
and clauses (f) through (i), inclusive in the definition of “Recourse Obligations” herein,
at such time as the conditions in the section of the Lien Instrument entitled
“Defeasance” have been
satisfied.  For the avoidance of doubt, in such instance, this
Guarantee (and the obligations of Guarantor hereunder) shall not terminate and
shall continue in force and effect (a) with respect to clauses (e) and (j) in
the definition of “Recourse
Obligations” herein, and (b) following the occurrence of a Triggering
Event, with respect to Guarantor’s obligation to pay the Note and all amounts at
any time owed to Lender under the other Loan Documents, and the performance of
all terms, covenants and conditions in the Loan Documents.






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12.  If any
provision contained in this Guarantee is in conflict with, or inconsistent with,
any provision in the Commitment, the provision in this Guarantee shall govern
and control.




(Remainder of page intentionally left
blank)


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Executed
as of the 28th day of
October, 2008.




MACK-CALI REALTY,
L.P.,


a
Delaware limited partnership




By:
            Mack-Cali
      Realty Corporation,


a
      Maryland corporation, its general
partner




By: /s/ Barry
Lefkowitz


Name:
Barry Lefkowitz


Title:
Executive Vice President and Chief Financial Officer




Mailing
      Addresses:




Mack-Cali
      Realty, L.P.


343
      Thornall Street


Edison,
      New Jersey 08837-2206


Attn:
      Mitchell E. Hersh, President & Chief Executive
  Officer




With a
copy to the Attention of Roger W. Thomas, Esq., Executive Vice President &
General Counsel, at the same address





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