Exhibit 10.19

AGREEMENT OF SALE AND PURCHASE

THISAGREEMENT OF SALE AND PURCHASE("Agreement") made as of this
2nd day of July, 2002 by and between MACK-CALI BEARDSLEY LIMITED PARTNERSHIP, a limited partnership organized under the laws of the State of Arizona having an address c/o
Mack-Cali Realty Corporation, 11 Commerce Drive, Cranford, New Jersey 07016 (collectively, "Seller") and SUMMIT COMMERCIAL
PROPERTIES, INC., a corporation organized under the laws of the State of California, having an address at c/o Summit Commercial, 1970 East Grand Avenue, Suite 300, El Segundo,
California, 90245 ("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 1.1Definitions.For purposes of this Agreement,
the following capitalized terms have the meanings set forth in this Section 1.1:

"Additional Earnest Money Deposit" has the meaning ascribed to such term in Section 4.1(b).

"Assignment" has the meaning ascribed to such term in Section 10.3(d), in the form attached hereto as Exhibit A.

"Assignment of Leases" has the meaning ascribed to such term in Section 10.3(c), in the form attached hereto as Exhibit B.

"Authorities" means the various 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), in the form attached hereto as Exhibit C.

"Broker" has the meaning ascribed to such term in Section 16.1.

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

"Cap" has the meaning ascribed to such term in Section 6.3(c).

"Certificate as to Foreign Status" has the meaning ascribed to such term in Section 10.3(g).

"Certifying Person" has the meaning ascribed to such term in Section 4.3.

"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 which is fifteen (15) days following the earlier to occur of (a) August 16, 2002 and
(b) the date that Purchaser waives its right to terminate this Agreement pursuant to Section 5.3(c), TIME BEING OF THE ESSENCE. Notwithstanding anything to the contrary contained herein,
Seller shall have the right to extend the Closing Date for up to sixty (60) days upon notice to Purchaser if as of such date (x) a condition precedent to Closing, as set forth in
Section 9.1, is not fulfilled by Seller or waived by Purchaser, or (y) Seller is unable to fulfill any of its obligations as set forth in Section 10.3 or any other Section in this
Agreement.

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

"Closing Surviving Obligations" means the rights, liabilities and obligations set forth in Sections 3.2, 5.5, 8.2, 8.3, 8.4, 10.4,
10.6, 11.1, 11.2, 16.1, 18.2 and 18.8, and any other provisions which pursuant to their terms survives the Closing hereunder.

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

"Confidentiality Agreement" means those certain Confidentiality Agreements dated February 4, 2002 and April 30, 2002,
between Summit Commercial Properties, Inc. and Mack-Cali Realty Corporation.

"Contract Period" has the meaning ascribed to such term in Section 7.1(e).

"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(b).

"Effective Date" means the latest date on which this Agreement has been executed by Seller or Purchaser, as set forth opposite such
party's signature.

"Entry Notice" has the meaning ascribed to such term in Section 5.1.

"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 and in effect as of the date of this Agreement with
respect to or which otherwise pertain to or affect 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 prior to the Effective Date, 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 and Indoor Air Quality Research Act (42 U.S.C. § 7401 note, 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 prior to the date of this Agreement under any and all
of the Environmental Statutes.

"Environmental Report" means collectively that certain Phase I Environmental Site Assessment dated January 6, 1998 prepared
by GEC, Inc and that certain letter dated November 12, 1998, copies of which have been provided to Purchaser.

"Escrow Agent" means the Title Company.

"Exchange" has the meaning ascribed to such term in Section 10.7.

"Existing Survey" means Seller's existing survey of the Real Property dated October 23, 1997, prepared by Evans Kuhns &
Associates, Inc., a copy of which has been provided to Purchaser.

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

"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.

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"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, PCBs, 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, as such terms are defined in any of the Environmental Laws as such Environmental Laws have been amended and/or supplemented from time to time prior to the date of
this Agreement, and any and all rules and regulations promulgated under any of the above, 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 Earnest Money Deposit" has the meaning ascribed to such term in Section 4.1(a).

"Key Individuals" means Jim Clabby, Jeff Kennimer and Kasey Schamahorn, the building manager, in their capacity as employees of
Mack-Cali Realty Corporation, and not in any individual or other capacity whatsoever.

"Leases" means all of the leases and other agreements with Tenants with respect to the use and occupancy of the Real Property, together
with all renewals and modifications thereof, if any, and any new leases entered into after the Effective Date.

"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 in connection with the Real Property and
the Improvements, together with all renewals and modifications thereof.

"Liens" has the meaning ascribed to such term in Section 6.3(c).

"New Tenant Costs" has the meaning ascribed to such term in Section 10.4(e).

"Non-Terminating Party" has the meaning ascribed to such term in Section 17.2.

"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 on the date hereof, subject to Seller's right, but not the obligation, to replace such personal property with personal property of comparable value and utility as it elects in the normal
course of business.

"Portfolio" means, collectively: the Property; and certain other properties located in the County of Maricopa, State of Arizona. Each
property within the Portfolio is referred to herein as a "Portfolio Property".

"Portfolio Sale and Purchase Agreement" means each of (i) that certain Agreement of Sale of even date herewith by and between
Mack-Cali Glendale Limited Partnership, as seller, and Purchaser, as purchaser, and (ii) that certain Agreement of Sale of even date herewith by and between Mack-Cali

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Realty 9060 L.L.C., as seller and Purchaser, for the sale and purchase of each Portfolio Property defined therein.

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

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

"Proration Time" has the meaning ascribed to such term in Section 10.4(a).

"Purchaser's Costs" has the meaning ascribed to such term in Section 3.3.

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

"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 in the City of Phoenix, County of Maricopa, State of
Arizona, known as and located at 19640 North 31st Street, Phoenix, Arizona, as more particularly described on the legal description attached hereto and made a part hereof as Exhibit D, 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.

"Rental" has the meaning ascribed to such term in Section 10.4(b).

"Rent Roll" has the meaning ascribed to such term in Section 5.2(a).

"Security Deposits" means all security deposits actually held by Seller (together with any interest which has accrued thereon, but only to
the extent such interest has accrued for the account of the Tenant), as set forth on the Rent Roll.

"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 and which are currently in effect, including those listed and described onExhibit Eattached hereto,
together with all renewals, supplements, amendments and modifications thereof, and any new such agreements entered into after the Effective Date, to the extent permitted by Section 7.1 Service
Contracts shall not include brokerage commission 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 or a portion thereof, the cost of which to repair would equal or exceed $250,000.00.

"Survey Objection" has the meaning ascribed to such term in Section 6.1.

"Tenants" means the tenants or users who are parties to the Leases as set forth on the Rent Roll.

"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.

"Terminating Party" has the meaning ascribed to such term in Section 17.2.

"Termination Surviving Obligations" means the rights, liabilities and obligations set forth in Sections 5.2, 5.3, 12.1,
Articles XIII and XIV, 16.1, 18.2 and 18.8, 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.

"Title Company" means Lawyers Title Insurance Corporation.

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"Title Defect" has the meaning ascribed to such term in Section 6.3(a).

"Title Objections" has the meaning ascribed to such term in Section 6.2.

"Title Policy" has the meaning ascribed to such term in Section 6.2.

"To Seller's Knowledge" means the actual (as opposed to constructive or imputed) knowledge of the Key Individuals, without any independent
investigation or inquiry whatsoever.

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

Section 1.2References: 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 2.1Agreement.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"):



Section 2.2Indivisible Economic Package.Purchaser has
no right to purchase, and Seller has no obligation to sell, less than all of the Portfolio, 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 to sell, all of the Portfolio, subject to and in accordance with the terms and conditions
hereof.

ARTICLE III  CONSIDERATION

Section 3.1Purchase Price.The purchase price for the
Property (the "Purchase Price") shall be Fifteen Million Nine Hundred Thousand and No/100 Dollars ($15,900,000.00) in lawful currency of the United
States of America, payable as provided in Section 3.3. No portion of the Purchase Price shall be allocated to the Personal Property.

Section 3.2Assumption of Obligations.As additional
consideration for the purchase and sale of the Property, at Closing Purchaser will assume the Leases, Security Deposits, Service Contracts (other

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than those to be terminated pursuant to Section 5.4) and Licenses and Permits in accordance with the Assignment of Leases and Assignment to the extent of the obligations thereunder first
arising from and after the Closing.

Section 3.3Method of Payment of Purchase Price.No later
than 12:00 p.m. Eastern time on the Closing Date, Purchaser shall deposit with Escrow Agent the Purchase Price (less the Earnest Money Deposit), together with all other costs and amounts to be
adjusted, pro-rated or 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 (i) pay to Seller by Federal Reserve wire
transfer of immediately available funds to an account designated by Seller, the Purchase Price, subject to any costs or other amounts to be adjusted, pro-rated or paid by Seller at Closing
pursuant to the terms of this Agreement, (ii) 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 (iii) 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 4.1The Earnest Money Deposit.



Section 4.2Escrow 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.

Section 4.3Designation 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:



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ARTICLE V  INSPECTION OF PROPERTY

Section 5.1Evaluation Period.Until 5:00 p.m.
Eastern time on August 16, 2002 (the "Evaluation Period"), Purchaser and its authorized agents and representatives (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 Real Property, the Improvements and the Personal Property. Purchaser will provide to Seller notice (for purposes of this
Section 5.1(a), an "Entry 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 such entry and inspection. Purchaser shall not communicate with or contact any of the Tenants or any of the Authorities without the prior written
consent of Seller, which consent shall not be unreasonably withheld or delayed. If Purchaser shall elect to communicate with any of the Authorities and Seller consents thereto, Purchaser shall give
Seller prior notice thereof, and Seller and Seller's representatives shall have the right, but not the obligation, to attend, and participate in, all such meetings. Notwithstanding anything to the
contrary contained herein, no so-called Phase II environmental 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 unduly delayed. TIME IS OF THE ESSENCE with respect to the provisions of this
Section 5.1.

Section 5.2Document Review.



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Section 5.3Entry and Inspection Obligations; Termination of
Agreement.



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Section 5.4Service Contracts; Property Management
Agreement.During the Evaluation Period, the parties will endeavor to agree as to which Service Contracts Purchaser will assume and which Service Contracts will be
terminated by Seller at Closing. Purchaser will assume the obligations arising from and after the Closing Date under those Service Contracts that are not in default as of the Closing Date and which
Seller and Purchaser have not agreed will be terminated. Seller shall terminate at Closing all Service Contracts that are not so assumed. If requested by Purchaser, Seller shall terminate at Closing,
and Purchaser shall not assume, any property management agreement affecting the Property. Purchaser may not hire any on-site property management personnel, including those employed by
Seller, without Seller's prior written consent.

Section 5.5Sale "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. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN THE CLOSING DOCUMENTS, PURCHASER HAS NOT RELIED UPON AND WILL NOT RELY UPON, EITHER
DIRECTLY OR INDIRECTLY, ANY REPRESENTATION, WARRANTY, COVENANT OR AGREEMENT OF SELLER OR ANY OF SELLER'S AGENTS OR REPRESENTATIVES, AND PURCHASER HEREBY ACKNOWLEDGES THAT NO SUCH REPRESENTATIONS HAVE
BEEN MADE.

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN THE CLOSING DOCUMENTS, SELLER SPECIFICALLY DISCLAIMS, AND NEITHER IT NOR ANY OF ITS 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, IT BEING THE EXPRESS INTENTION OF SELLER AND PURCHASER THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN THE 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 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 OR WILL BE 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 DEEMED NECESSARY, INCLUDING BUT NOT LIMITED TO THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AND EXCEPT AS EXPRESSLY SET FORTH IN
THIS AGREEMENT OR IN THE CLOSING DOCUMENTS, WILL RELY UPON SAME AND NOT UPON ANY STATEMENTS OF SELLER NOR OF ANY OFFICER, DIRECTOR, EMPLOYEE, AGENT OR ATTORNEY OF SELLER. PURCHASER ACKNOWLEDGES

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THAT ALL INFORMATION OBTAINED BY PURCHASER WAS OBTAINED FROM A VARIETY OF SOURCES, AND EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN THE CLOSING DOCUMENTS, 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. 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. PURCHASER
ACKNOWLEDGES AND AGREES THAT UPON CLOSING, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN THE CLOSING DOCUMENTS, 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, SERVANT OR OTHER PERSON, UNLESS THE SAME ARE SPECIFICALLY SET FORTH OR REFERRED TO HEREIN OR IN THE CLOSING DOCUMENTS. 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. THE TERMS
AND CONDITIONS OF THIS SECTION 5.4 WILL EXPRESSLY SURVIVE THE CLOSING, WILL NOT MERGE WITH THE PROVISIONS OF ANY CLOSING DOCUMENTS AND ARE HEREBY DEEMED INCORPORATED INTO THE DEED AS FULLY AS
IF SET FORTH AT LENGTH THEREIN.

PURCHASER FURTHER COVENANTS AND AGREES NOT TO SUE SELLER, AND RELEASES SELLER OF AND FROM AND WAIVES ANY CLAIM OR CAUSE OF ACTION THAT PURCHASER MAY HAVE AGAINST
THE SELLER 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 RELATED TO ENVIRONMENTAL CONDITIONS OR ENVIRONMENTAL MATTERS IN, ON, UNDER, ABOUT OR MIGRATING FROM OR ONTO
THE PREMISES; PROVIDED, HOWEVER, THAT THE FOREGOING AGREEMENT SHALL NOT APPLY TO ANY CLAIMS OR ACTIONS BROUGHT BY OR ON BEHALF OF ANY PERSON OR ENTITY OTHER THAN PURCHASER OR ITS AFFILIATES (IT BEING
AGREED THAT PURCHASER SHALL HAVE THE RIGHT TO IMPLEAD OR CROSS-CLAIM AGAINST SELLER IN CONNECTION WITH ANY SUCH CLAIM OR ACTION). THE PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE THE CLOSING OF TITLE TO
THE PROPERTY OR THE TERMINATION OF THIS AGREEMENT, AS THE CASE MAY BE.

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ARTICLE VI  TITLE AND SURVEY MATTERS

Section 6.1Survey.Seller has delivered, or within three
(3) business days of the Effective Date, shall deliver to Purchaser, a copy of the Existing Survey. Any modification, update or recertification of the Existing Survey shall be at Purchaser's
election and sole cost and expense. The Existing Survey, together with any update Purchaser has elected to obtain, if any, is herein referred to as the "Updated
Survey". In the event that the Existing Survey or the Updated Survey sets forth any survey matters which are (a) objectionable to Purchaser, and (b) materially
interfere with the use of the Real Property and the Improvements for their intended use, Purchaser agrees to provide Seller with notice of such objections (the "Survey
Objections") prior to the expiration of the Evaluation Period. Purchaser agrees to cause the party preparing the Updated Survey to provide two (2) copies of same to
Seller's counsel simultaneous with the delivery of the Updated Survey to Purchaser.

Section 6.2Title Commitment.



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Section 6.3Title Defect.



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ARTICLE VII  INTERIM OPERATING COVENANTS,  ESTOPPELS

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



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Section 7.2Estoppels.



Section 7.3Intentionally omitted.

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ARTICLE VIII  REPRESENTATIONS AND WARRANTIES

Section 8.1Seller'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. Subject to the limitations set forth in
Section 8.3 of this Agreement, Seller represents and warrants to Purchaser the following:



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



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Section 8.3Modification and Waiver of Representations, Warranties and Covenants; Bring Down
Certificate.



Section 8.4Survival of Representations, Warranties and
Covenants.



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ARTICLE IX  CONDITIONS PRECEDENT TO CLOSING

Section 9.1Conditions 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:



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Section 9.2Conditions 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 of all of the
following conditions, any or all of which may be waived by Seller in it sole discretion:



ARTICLE X  CLOSING

Section 10.1Closing.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. Eastern Time on the 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.

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



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Section 10.3Seller's Closing Obligations.At the
Closing, Seller, at its sole cost and expense, will deliver to Purchaser the following documents:



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Section 10.4Prorations.



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Section 10.5Costs 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:



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Section 10.6Post-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).

Section 10.7Like-kind Exchange.Either party
may consummate the purchase or sale (as applicable) of the Property as part of a so-called like kind exchange (an "Exchange") pursuant to
Section 1031 of the Code, provided that: (a) the Closing shall not be delayed or affected by reason of the Exchange nor shall the consummation or accomplishment of an Exchange be a
condition precedent or condition subsequent to the exchanging party's obligations under this Agreement; (b) the exchanging party shall effect its Exchange through an assignment of this
Agreement, or its rights under this Agreement, to a qualified intermediary (c) neither party shall be required to take an assignment of the purchase agreement for the relinquished or
replacement property or be required to acquire or hold title to any real property for purposes of consummating an Exchange desired by the other party; and (d) the exchanging party shall pay any
additional costs that would not otherwise have been incurred by the non-exchanging party had the exchanging party not consummated the transaction through an Exchange. Neither party shall
by this Agreement or acquiescence to an Exchange desired by the other party have its rights under this Agreement affected or diminished in any manner or be responsible for compliance with or be deemed
to have warranted to the exchanging party that its Exchange in fact complies with Section 1031 of the Code.

ARTICLE XI  CONDEMNATION AND CASUALTY

Section 11.1Casualty.If, prior to the Closing Date, all
or any portion of the Real Property and Improvements 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 upon notice to Seller given not later than fifteen (15) days after receipt of Seller's notice if all or a Significant Portion of the Real Property and Improvements are damaged or
destroyed or if that portion so damaged or destroyed is uninsured. 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 Real Property and Improvements 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 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 reasonable actual third party costs and expenses from any amount to which Purchaser is entitled under this Section 11.1, which right shall survive the Closing.

Section 11.2Condemnation of Property.



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ARTICLE XII  CONFIDENTIALITY

Section 12.1Confidentiality.Seller and Purchaser each
expressly acknowledge and agree that 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 their respective legal counsel, accountants, consultants, officers, employees, partners, directors, and shareholders, and except and only to
the extent that such disclosure may be necessary for their respective performances hereunder. 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 (other than the Permitted Outside Parties) without the prior written consent of Seller.
Nothing contained in this Article XII will preclude or limit either party to this Agreement from disclosing or accessing any information otherwise deemed confidential under this
Article XII response to lawful process or subpoena or other valid or enforceable order of a court of competent jurisdiction or any filings with governmental authorities required by reason of
the transactions provided for herein pursuant to an opinion of counsel. Nothing in this Article XII will negate, supersede or otherwise affect the obligations of the parties under the
Confidentiality Agreement. In addition, prior to or as a part of the Closing, any release to the public of information with respect to the sale contemplated herein or any matters set forth in this
Agreement will be made only in the form approved by Purchaser and Seller and their respective counsel, which approval shall not be unreasonably withheld or delayed. The provisions of this
Article XII will survive the Closing or any termination of this Agreement.

ARTICLE XIII  REMEDIES

Section 13.1Default by Seller.In the event the Closing
and 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 notice to Seller within
ten (10) Business Days following the Closing Date, either of the following: (a) terminate this Agreement, in which event Purchaser will receive from the Escrow Agent the Earnest Money
Deposit, together with all interest accrued thereon, whereupon Seller and Purchaser will have no further rights or obligations under this Agreement, except with respect to
the Termination Surviving Obligations; or (b) seek to enforce specific performance of Seller's obligations under this Agreement. Purchaser expressly waives its rights to seek damages in the
event the transactions hereunder do not close by reason of Seller's default hereunder. Purchaser shall be deemed to have elected to terminate this Agreement and receive back the Earnest Money Deposit
if Purchaser fails to advise Seller, on or before thirty (30) days following the Closing Date or thirty (30) days following the last date to which Seller had exercised an extension of
the Closing past the Closing Date, that it intends to file suit for specific performance against Seller in a court having jurisdiction in the county and state in which the Property is located, and if
Purchaser fails to actually file such suit within thirty (30) days thereafter. 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 13.2Default 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 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

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(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.

ARTICLE XIV  NOTICES

Section 14.1Notices.



If to Purchaser:

Summit Commercial Properties, Inc.
1970 East Grand Avenue, Suite 300
El Segundo, California 90245
Attention:  Real Estate Notices
                    (Ken White/Larry Matsui)
Fax No. (310) 648-7251
Telephone No. (310) 648-7500with a copy to:

Pircher Nichols & Meeks
1925 Century Park East, Suite 1700
Los Angeles, California 90067
Attention: Real Estate Notices (GML)
Fax No. (310) 201-8922
Telephone No. (310) 201-8900If Seller:

Mack-Cali Beardsley Limited Partnership
c/o Mack-Cali Realty Corporation
11 Commerce Drive
Cranford, New Jersey 07016with separate notices to the attention of:Mr. Mitchell E. Hersh
Fax No. (908) 272-6755
Telephone No. (908) 272-8000andRoger W. Thomas, Esq.
Executive Vice President and General Counsel
Fax No. (908) 497-0485
Telephone No. (908) 272-2612


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With a copy to:

Pryor Cashman Sherman & Flynn LLP
410 Park Avenue
New York, New York 10022
Attention: Wayne Heicklen, Esq.
Fax No. (212) 326-0806
Telephone No. (212) 326-0854If to Escrow Agent:

Lawyer's Title Insurance Corporation
655 Third Avenue
New York, New York 10017
Attention: Debra Sollitto
Fax No. (212) 949-2438
Telephone No. (212) 949-0100




ARTICLE XV  ASSIGNMENT AND BINDING EFFECT

Section 15.1Assignment: Binding Effect.Seller shall not
have the right to assign this Agreement, or to designate another party to be the grantor, transferor or assignor of the Deed, as the case may be, or to assign any of the other Closing documents
(except as otherwise permitted under Section 10.7), without the prior written consent of Purchaser to be given or withheld in Purchaser's sole discretion, except that Seller may assign this
Agreement to an entity which is owned or controlled by Mack-Cali Realty Corporation or Mack-Cali Realty, L.P. Purchaser shall not have the right to assign this
Agreement, or to designate another party to be the grantee, transferee or assignee of the Deed, as the case may be, or to assign any of the other Closing documents (except as otherwise permitted under
Section 10.7), without the prior written consent of Seller to be given or withheld in Seller's sole discretion, except that Purchaser may assign this Agreement, or designate another party to be
the grantee, transferee or assignee, as the case may be, to an entity in which one or more principals of Purchaser and/or its parent company, Highridge Partners, Inc., directly or indirectly
are investors and exercise day-to-day management responsibility. No such assignment or designation shall be binding on Seller or effective unless and until Seller shall receive
a fully executed assignment and assumption agreement, between
Purchaser and its assignee, whereby among other things, such assignee assumes all of the obligations and liabilities of Purchaser hereunder. No such assignment and assumption shall relieve the
originally named Purchaser of any of the obligations and liabilities of Purchaser hereunder.

ARTICLE XVI  BROKERAGE

Section 16.1Brokers.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.

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ARTICLE XVII  ESCROW AGENT

Section 17.1.Investment and Use of Funds.The Escrow
Agent shall invest the Initial Earnest Money Deposit and Additional Earnest Money Deposit in a government insured interest-bearing account satisfactory to Purchaser at an institution having assets of
not less than $125,000,000, shall not commingle the Earnest Money Deposit with any funds of the Escrow Agent or others, and shall promptly provide Purchaser and Seller with confirmation of the
investments made. If the Closing under this Agreement occurs, the Escrow Agent shall deliver the Earnest Money Deposit to, or upon the instructions of, Seller on the Closing Date. Provided such
supplemental escrow instructions are not in conflict with this Agreement as it may be amended in writing from time to time, Seller and Purchaser agree to execute such supplemental escrow instructions
as may be appropriate to enable Escrow Agent to comply with the terms of this Agreement.

Section 17.2Other Terminations.Upon a termination of
this Agreement for reasons other than a termination by Purchaser pursuant to Section 5.3 above, either party to this Agreement (the "Terminating
Party") may give written notice to the Escrow Agent and the other party (the "Non-Terminating Party") of such
termination and the reason for such termination. Such request shall also constitute a request for the release of the Earnest Money Deposit to the Terminating Party. The Non-Terminating
Party shall then have five (5) Business Days in which to object in writing to the release
of the Earnest Money Deposit to the Terminating Party. If the Non-Terminating Party provides such an objection, then the Escrow Agent shall retain the Earnest Money Deposit until it
receives written instructions executed by both Seller and Purchaser as to the disposition and disbursement of the Earnest Money Deposit, or until ordered by final court order, decree or judgment,
which is not subject to appeal, to deliver the Earnest Money Deposit to a particular party, in which event the Earnest Money Deposit shall be delivered in accordance with such notice, instruction,
order, decree or judgment.

Section 17.3Interpleader.Except as provided in
Section 17.2 above, Seller and Purchaser mutually agree that in the event of any controversy regarding the Earnest Money Deposit, unless mutual written instructions are received by the Escrow
Agent directing the Earnest Money Deposit's disposition, the Escrow Agent shall not take any action, but instead shall await the disposition of any proceeding relating to the Earnest Money Deposit or,
at the Escrow Agent's option, the Escrow Agent may interplead all parties and deposit the Earnest Money Deposit with a court of competent jurisdiction in which event the Escrow Agent may recover all
of its court costs and reasonable attorneys' fees. Seller or Purchaser, whichever loses in any such interpleader action, shall be solely obligated to pay such costs and fees of the Escrow Agent, as
well as the reasonable attorneys' fees of the prevailing party in accordance with the other provisions of this Agreement.

Section 17.4Liability of Escrow Agent.The parties
acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the Escrow Agent shall not be deemed to be the agent of either of the parties, and
that the Escrow Agent shall not be liable to either of the parties for any action or omission on its part taken or made in good faith, and not in disregard of this Agreement, but shall be liable for
its negligent acts and for any loss, cost or expense incurred by Seller or Purchaser resulting from the Escrow Agent's mistake of law respecting the Escrow Agent's scope or nature of its duties.
Seller and Purchaser shall jointly and severally indemnify and hold the Escrow Agent harmless from and against all costs, claims and expenses, including reasonable attorneys' fees, incurred in
connection with the performance of the Escrow Agent's duties hereunder, except with respect to actions or omissions taken or made by the Escrow Agent in bad faith, in disregard of this Agreement or
involving negligence on the part of the Escrow Agent.

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Section 17.5Escrow Fee.Except as expressly provided
herein to the contrary, the escrow fee, if any, charged by the Escrow Agent for holding the Earnest Money Deposit or conducting the Closing shall be shared equally by Seller and Purchaser.

ARTICLE XVIII  MISCELLANEOUS

Section 18.1Waivers.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 18.2Recovery 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 the reasonable, actual costs and expenses the prevailing party has incurred therein from the other party including all reasonable attorneys' fees
and costs resulting therefrom. In the event that one party hereto has not prevailed entirely in any such suit or action, only the party which has prevailed to a greater extent (as determined by the
court, agency or other authority before which such suit, action or proceeding is commenced) shall be entitled to so recover, its reasonable actual costs and expenses but such prevailing party shall
only be entitled to recover that portion of such costs and expenses which is in proportion to the relative degree to which such party prevailed in such suit or action (as determined by the court,
agency or other authority before which such suit, action or proceeding is commenced). 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, photostating, 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 18.2 shall survive the entry of any judgment, and shall not merge, or be deemed to have merged, into any judgment.

Section 18.3Construction.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.

Section 18.4Counterparts.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 18.5Severability.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

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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 18.6Entire 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 18.7Governing 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 18.8No 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 18.9Further 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.

Section 18.10Exhibits.The following sets forth a list
of Exhibits to the Agreement:

Exhibit A
AssignmentExhibit B
Assignment of LeasesExhibit C
Bill of SaleExhibit D
Legal Description of the Real PropertyExhibit E
Service ContractsExhibit F
Rent RollExhibit G
Permitted ExceptionsExhibit H
Tenant Estoppel CertificateExhibit I
Suits and ProceedingsExhibit J
Certificate as to Foreign StatusExhibit K
Tenant Notice Letter


Section 18.11No 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 18.12Limitations on Benefits.It is the explicit
intention of Purchaser and Seller that no person or entity other than Purchaser and Seller 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 and Seller or their respective successors and assigns as permitted hereunder. Nothing contained in this Agreement shall under any circumstances whatsoever be deemed or construed, or
be interpreted, as making any third party (including, without

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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.

Section 18.13Discharge of Obligations.The acceptance of
the Deed by Purchaser shall be deemed to be full performance and discharge of each and every representation and warranty made by Seller herein and every agreement and obligation on the part of the
Seller to be performed hereunder, except those which are specifically stated herein to survive the Closing.

Section 18.14Cross Default/Termination.A default under
this Agreement by a party shall be deemed a default under each Portfolio Sale and Purchase Agreement and the non-defaulting party shall have such rights, remedies and elections as provided
herein and therein. If this Agreement shall be terminated by either party hereto pursuant to the provisions hereof, it shall be deemed to be a termination of each Portfolio Sale and Purchase
Agreement.

[Remainder of this page intentionally left blank]

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

|Date Executed: |        | SELLER:
|-------------- | ------ | -------
|               |        |        
|               |        |        
|July 2, 2002   |        | By:    
|               |        |        
|               |        |        
|               |        |        
|               |        |        
|               |        |        
|               |        |        
|               |        |        
|               | , 2002 |        
|               |        |        
|               |        |        
|               |        |        
|               |        |        
|               |        |        
|               |        |        
|               |        |        
|July 3, 2002   |        | By:    
|               |        |        
|               |        |        
|               |        |        
|               |        |        
|               |        |        

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