**EXHIBIT 10.94**

**AGREEMENTOF SALE AND PURCHASE**

THIS AGREEMENT OF SALEAND PURCHASE (“**Agreement**”)made this 25th day of September, 2006 by and between PHELAN REALTY ASSOCIATESL.P., a limited partnership organized under the laws of the State of California(“**Phelan Realty**”), 795 FOLSOMREALTY ASSOCIATES L.P., a limited partnership organized under the laws of theState of California (“**Folsom Realty**;”)each having an address c/o Mack-Cali Realty Corporation, 11 Commerce Drive,Cranford, New Jersey 07016 (Phelan Realty and Folsom Realty are sometimeshereinafter collectively referred to as “**Seller**”)and WESTCORE PROPERTIES AC, LLC, a limited liability company organized underthe laws of the State of Delaware having an address at 4445 Eastgate Mall,Suite 210, San Diego, California 92121(“**Purchaser**”).

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

# **ARTICLE I**

**DEFINITIONS**

## **Section 1.1            Definitions**.  For purposes of this Agreement, the followingcapitalized terms have the meanings set forth in this Section 1.1:

**“Additional Earnest Money Deposit”**has the meaning ascribed to such term inSection 4.1(b).

**“Additional Sale Consideration”**has the meaning ascribed to such term inSection 10.8.

**“Additional Sale Consideration Agreement”** has the meaning ascribed to such termin Section 10.8 and shall be in the form attached hereto as **Exhibit S**.

**“Assignment”** has themeaning ascribed to such term in Section 10.3(e) and shall be in the formattached hereto as **Exhibit A**.

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

**“Authorities”** means thevarious federal, state and local governmental and quasi-governmental bodies oragencies having jurisdiction over the Real Property and Improvements, or anyportion thereof.

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

**“Business Day”** means anyday other than a Saturday, Sunday or a day on which national bankingassociations are authorized or required to close.

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

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

**“Closing”** means theconsummation of the purchase and sale of the Property contemplated by thisAgreement, as provided for in Article X.

**“Closing Date”** means thedate on which the Closing of the transaction contemplated hereby actuallyoccurs.

**“Closing Statement”** hasthe 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, 5.3,5.4, 8.2, 8.3, 9.1(b), 10.4, 10.6, 11.1, 11.2, 12.1, Article XIV, 16.1,18.2 and 18.8, and any other provisions which pursuant to their terms survivethe Closing hereunder.

**“Code”** has the meaningascribed to such term in Section 4.3.

**“Company California Employees”**has the meaning ascribed to such term in Section 7.3.

**“ConfidentialityAgreement”** means that certain Confidentiality Agreementdated August 28, 2006 between Purchaser and Mack-Cali Realty Corporation, themanager of the Real Property.

**“Deed”** has the meaningascribed to such term in Section 10.3(a).

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

**“Documents”** has themeaning 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”** meansthe latest date on which this Agreement has been executed and delivered bySeller or Purchaser.

**“Environmental Laws”**means each and every federal, state, county and municipal statute, ordinance,rule, regulation, code, order, requirement, directive, binding writteninterpretation and binding written policy pertaining to Hazardous Substancesissued by any Authorities and in effect as of the date of this Agreement withrespect to or which otherwise pertains to or affects the Real Property or theImprovements, or any portion thereof, the use, ownership, occupancy oroperation of the Real Property or the Improvements, or any portion thereof, orPurchaser, and as same have been amended, modified or supplemented from time totime prior to the Effective Date, including but not limited to theComprehensive Environmental Response, Compensation and Liability Act of 1980(42 U.S.C. § 9601 et seq.), the Hazardous Substances Transportation Act (49U.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

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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 etseq.), the Clean Water Act (33 U.S.C. § 1321 et seq.), the Clean Air Act (42U.S.C. § 7401 et seq.), the Solid Waste Disposal Act (42 U.S.C. § 6901 etseq.), the Toxic Substances Control Act (15 U.S.C. § 2601 et seq.), theEmergency Planning and Community Right-to-Know Act of 1986 (42 U.S.C. § 11001et 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 etseq.), the Superfund Amendment Reauthorization Act of 1986 (42 U.S.C. § 9601 etseq.), 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 thedate of this Agreement under any and all of the Environmental Statutes.

**“Escrow Agent”** meansLandAmerica Commercial Services, having an address at One Market, Spear Tower,Suite 1850, San Francisco, California, Attn: Carol Carozza.

**“Existing Survey”** meansSeller’s existing surveys of the Real Property as listed on Exhibit H.

**“Extension Deposit”**has the meaning ascribed to such term in Section 10.1

**“Evaluation Period”** meansthe period ending at 5:00 p.m. Eastern time on October 23, 2006.

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

**“Hazardous Substances”**means (a) asbestos, radon gas, mold and urea formaldehyde foam insulation,(b) any solid, liquid, gaseous or thermal contaminant, including smokevapor, soot, fumes, acids, alkalis, chemicals, petroleum products orbyproducts, polychlorinated biphenyls, phosphates, lead or other heavy metalsand chlorine, (c) any solid or liquid waste (including, withoutlimitation, hazardous waste), hazardous air pollutant, hazardous substance,hazardous chemical substance and mixture, toxic substance, pollutant,pollution, regulated substance and contaminant, and/or (d) any otherchemical, material or substance, the use or presence of which, or exposure tothe use or presence of which, is prohibited, limited or regulated by anyEnvironmental Laws.

**“Improvements”** means allbuildings, structures, fixtures, parking areas and other improvements locatedon the Real Property.

**“Intangible Property”** means all of Seller’s right, titleand interest, to the extent assignable or transferable and to the extent nototherwise specifically excluded pursuant to this Agreement, in and to all otherintangible rights, titles, interests, privileges and appurtenances owned bySeller and exclusively related to or used exclusively in connection with theownership, use or operation of the Real Property or the Improvements,including, without limitation, digital property management data, digitaloperating statement and expense data, all rights, claims and causes of actionSeller may have against governmental authorities, present and former owners ofadjacent or neighboring land, former owners of the Property, present and formertenants of the

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Property, contractors and material suppliers, andarchitects, engineers and contractors in connection with the design orconstruction of the Improvements, except to the extent that any such right,claim and cause of action pertains to monies owed to Seller for the periodprior to closing and except for any right, claim and cause of action thatSeller may choose to assert, in its sole discretion, as a counterclaim against aclaim or cause of action asserted by or in connection with services provided byany of the foregoing individuals or entities.

**“Initial Earnest Money Deposit”**has the meaning ascribed to such term in Section 4.1(a).

**“KioskLease”**means all of the leases and other agreements withKiosk Tenants with respect to the use and occupancy of the Real Property atPhelan.

**“KioskTenants”**means those Tenants in Phelan who occupy lessthan 1,500 square feet of space in the building.

**“Lease Schedule”** meansSeller’s most current lease schedule, which is attached as **Exhibit F**.

**“Leases”**means all of theleases and other agreements with Tenants with respect to the use and occupancyof the Real Property, together with all renewals and modifications thereof, ifany, all guaranties thereof, if any, and any new leases and lease guarantiesentered into after the Effective Date.

**“Licensee Parties”** hasthe meaning ascribed to such term in Section 5.1.

**“Licenses and Permits”**means, collectively, all of Seller’s right, title and interest, to the extentassignable, 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 andthe Improvements, together with all renewals and modifications thereof.

**“Major Tenant”**means anyTenant leasing at least 25,000 square feet of space at the Property, in theaggregate.

** “NewTenant Costs”**has the meaning ascribed to such term inSection 10.4(e).

**“Operating Expenses”**hasthe 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”** meansall of Seller’s right, title and interest in and to all equipment, appliances,tools, supplies, machinery, artwork, furnishings and other tangible personalproperty attached to, appurtenant to, located, as of the Effective Date, in andused in connection with the ownership or operation of the Improvements, andSeller’s management offices at the Real Property and situated at the Propertyat the time of Closing, but specifically excluding all

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personal property leased by or licensed to Seller orowned by tenants or others and software and other personal property that isproprietary or confidential in nature.

**“Property”** has themeaning ascribed to such term in Section 2.1.

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

**“Purchase Price”** has themeaning 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 Purchaserhas 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 legalrepresentatives, 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”** meansthose certain parcels of real property located at 760 Market Street, SanFrancisco, California (“**Phelan**”)and 795 Folsom Street, San Francisco, California (“**Folsom**”), all as more particularly described in the legaldescriptions attached hereto and made a part hereof as **Exhibit  D**, together with all of Seller’sright, title and interest, if any, in and to the appurtenances pertainingthereto, including but not limited to Seller’s right, title and interest in andto the adjacent streets, alleys and right-of-ways, and any easement rights, airrights, subsurface development rights and water rights.

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

**“Scheduled Closing Date”**means the thirtieth (30th) day after expiration of the Evaluation Period, butsubject to a thirty-day extension option pursuant to Section 10.1 below.

**“Security Deposits”** meansall security deposits held by Seller, as landlord, and not previously appliedto the obligations of a Tenant under its Lease, to the extent Purchaserreceives a credit therefor pursuant to Section 10.4 of this Agreement.

**“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 hasor had an interest; (iii) entity that, directly or indirectly, controls,is controlled by or is under common control with Seller and (iv) theheirs, executors, administrators, personal or legal representatives, successorsand assigns of any or all of the foregoing.

**“Seller’s Knowledge”**meansthe present actual (as opposed to constructive or imputed) knowledge solely ofRobert Drabkin (“**Drabkin**”), Regional Director, andDiane Murphy, (“**Murphy**”), Directorof Property Management, Mack-Cali Realty Corporation (**“MCRC”**), the managing agent forSeller, without any independent investigation or inquiry whatsoever; providedthat with respect to the representations and warranties set forth in Sections8.1(a)

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through 8.1(f), inclusive, and 8.1(k) of thisAgreement, “Seller’s Knowledge” means the present actual (as opposed toconstructive or imputed) knowledge of Drabkin, Murphy, Mitchell E. Hersh,President and Chief Executive Officer of MCRC, Roger W. Thomas, Executive VicePresident and General Counsel of MCRC and Daniel J. Wagner, Vice President andSenior Associate General Counsel of MCRC, without any independent investigationor inquiry whatsoever, but without any personal liability whatsoever.

**“Service Contracts”** meansall of Seller’s right, title and interest, to the extent assignable, in allservice agreements, maintenance contracts, equipment leasing agreements,warranties, guarantees, bonds, open purchase orders and other contracts for theprovision of labor, services, materials or supplies relating solely to the RealProperty, Improvements or Personal Property and under which Seller is currentlypaying for services rendered in connection with the Property, as listed anddescribed on **Exhibit E**attached hereto,together with all renewals, supplements, amendments and modifications thereof,and any new such agreements entered into after the Effective Date, to theextent permitted by Section 7.1; provided however, “Service Contracts”shall not include contracts with Seller’s affiliates, including, withoutlimitation, leasing, construction, management and development contracts withSeller’s affiliates.

**“Significant Portion”**means, for purposes of the casualty provisions set forth in Article XIhereof, damage by fire or other casualty to the Real Property and theImprovements or a portion thereof, the cost of which to repair would exceedfive percent (5%) of the Purchase Price in the aggregate.

**“Survey Objection”** hasthe meaning ascribed to such term in Section 6.1.

**“Tenants”** means thetenants or users of the Real Property and Improvements who are parties to theLeases.

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

**“Termination Surviving Obligations”**means the rights, liabilities and obligations set forth in Sections 5.2, 5.3,5.4, 12.1, Articles XIII and XIV, 16.1, 18.2 and 18.8, and any other provisionswhich pursuant to their terms survive any termination of this Agreement.

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

**“Title Company”** meansLawyers Title Insurance Corporation.

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

**“Title Policy”** has themeaning ascribed to such term in Section 6.2(a).

**“Updated Survey”** has themeaning 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 orSections of this Agreement, and all references to Exhibits or Schedules referto Exhibits or Schedules

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## attached hereto, all of which Exhibits and Schedules are incorporatedinto, and made a part of, this Agreement by reference. The words “herein,” “hereof,”“hereinafter” and words and phrases of similar import refer to this Agreementas a whole and not to any particular Section or Article.

# **ARTICLEII**

**AGREEMENTOF PURCHASE AND SALE**

## **Section 2.1            Agreement.**  Seller hereby agrees to sell, convey andassign to Purchaser, and Purchaser hereby agrees to purchase and accept fromSeller, on the Closing Date and subject to the terms and conditions of thisAgreement, all of the following (individually and collectively, the “**Property**”):

### (a)           theReal Property;

### (b)           theImprovements;

### (c)           thePersonal Property;

### (d)           theIntangible Property;

### (e)           allof Seller’s right, title and interest as lessor in and to the Leases and,subject to the terms of the respective applicable Leases, the SecurityDeposits; and

### (f)            tothe extent assignable, the Service Contracts and the Licenses and Permits.  All right, title and interest in and to thenames, trademarks and servicemarks of Seller and MCRC, including but notlimited to the right to use the name “Mack-Cali”, are excluded from theProperty.

## **Section 2.2            IndivisibleEconomic Package.** Purchaser has no right to purchase, and Seller has no obligation tosell, less than all of the Property, it being the express agreement andunderstanding of Purchaser and Seller that, as a material inducement to Sellerand Purchaser to enter into this Agreement, Purchaser has agreed to purchase,and Seller has agreed to sell, all of the Property, subject to and inaccordance with the terms and conditions hereof.

# **ARTICLEIII**

**CONSIDERATION**

## **Section 3.1            PurchasePrice.**  Thepurchase price for the Property (the “**PurchasePrice**”) shall be One Hundred Twenty-Six Million Dollars($126,000,000) in lawful currency of the United States of America, payable asprovided in Section 3.3.  ThePurchase Price shall be allocated among the Real Property and Improvements inaccordance with the column identified as “Purchase Price Allocation” on **Exhibit K**.  No portion of the Purchase Price shall beallocated to the Personal Property unless otherwise agreed by Seller andPurchaser.

## **Section 3.2            Assumptionof Obligations; Additional Purchase Price Consideration.**  As additional consideration for the purchaseand sale of the Property, at Closing Purchaser will (i) assume the covenants andobligations of Seller pursuant to the Leases, Service Contracts and Licensesand Permits, subject to certain limitations as more fully set forth in thisAgreement,

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## including without limitation, the exhibits hereto and (ii) offer tohire the Company California Employees at the same base salary and bonuscompensation (other than stock) as are in existence prior to Closing as morefully set forth in Section 7.3 below.  Inaddition, should Purchaser, its assigns or affiliates, initiate the conversionof Phelan into a residential condominium at any time within the three (3) yearperiod following the Closing, then Purchaser or such assignee or affiliate, asthe case may be, shall pay to Seller as additional purchase price considerationwith respect to Phelan an amount equal to the lesser of ten percent (10%) ofthe net profits realized as a result of such conversion and Five MillionDollars ($5,000,000), as more fully set forth in Section 10.8 below.

## **Section 3.3            Methodof Payment of Purchase Price.**  No later than 2:00 p.m. Eastern Time on theClosing Date, Purchaser shall pay the Purchase Price (less the Earnest MoneyDeposit), together with all other costs and amounts to be paid by Purchaser atthe Closing pursuant to the terms of this Agreement (“**Purchaser’s Costs**”), by Federal Reservewire transfer of immediately available funds to the account of EscrowAgent.  Escrow Agent, followingauthorization by the parties at Closing, shall, prior to 3:00 p.m. Eastern Time(i) pay to Seller by Federal Reserve wire transfer of immediatelyavailable funds to an account designated by Seller, the Purchase Price, lessany costs or other amounts to be paid by Seller at Closing pursuant to theterms of the Closing Statement executed by Seller and Purchaser, (ii) payto the appropriate payees out of the proceeds of Closing payable to Seller allcosts and amounts to be paid by Seller at Closing pursuant to the terms of theexecuted Closing Statement, and (iii) pay Purchaser’s Costs to theappropriate payees at Closing pursuant to the terms of the executed ClosingStatement.

# **ARTICLEIV**

**EARNESTMONEY DEPOSITAND ESCROW INSTRUCTIONS**

## **Section 4.1            TheEarnest Money Deposit and Independent Contract Consideration**.

### (a)           Onor before one (1) Business Day after the Effective Date, Purchaser shalldeposit with the Escrow Agent, by Federal Reserve wire transfer of immediatelyavailable funds, the sum of Five Hundred Thousand Dollars ($500,000.00) as theearnest money deposit on account of the Purchase Price (the **“Initial Earnest Money Deposit”**).  TIME IS OF THE ESSENCE with respect to thedeposit of the Initial Earnest Money Deposit. The Initial Earnest Money Deposit shall be held by the Escrow Agent in asole order escrow account in the Purchaser’s name as a deposit against thePurchase Price in accordance with the terms and provisions of thisAgreement.  In furtherance of the foregoing, in the event Purchaser so instructsEscrow Agent on or prior to the expiration of the Evaluation Period, EscrowAgent agrees that it shall not be permitted to, and shall not, follow anyconflicting instructions given by Seller or any third party as to thedisposition of the Initial Earnest Money Deposit but shall instead follow onlythe instructions of Purchaser in connection therewith.  Seller agrees in such instance not to deliverany conflicting instructions to Escrow Agent for any reason.  If the Agreement is not terminated on orprior to the expiration of the Evaluation Period, the Initial Earnest MoneyDeposit shall be transferred by the Escrow Agent to a joint escrow account forthe benefit of Purchaser and Seller.

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### (b)           IfPurchaser does not terminate this Agreement pursuant to Section 5.3(c) below,then on or before one (1) Business Day after the expiration of the EvaluationPeriod, Purchaser shall, in addition to the Earnest Money Deposit, deposit withEscrow Agent, by Federal Reserve wire transfer of immediately available funds,Two Million Dollars ($2,000,000.00) as an additional earnest money deposit onaccount of the Purchase Price (the **“AdditionalEarnest Money Deposit”**). TIME IS OF THE ESSENCE WITH RESPECT TO THE PAYMENT OF THE ADDITIONALEARNEST MONEY DEPOSIT.  The InitialEarnest Money Deposit and Additional Earnest Money Deposit are hereinafterreferred to individually and collectively as the **“EarnestMoney Deposit”.**

## **Section 4.2            EscrowInstructions**. The Earnest Money Deposit shall be held in escrow by the Escrow Agent inan interest-bearing account, in accordance with the provisions of Section 4.1and Article XVII.  In the event thisAgreement is not terminated by Purchaser pursuant to the terms hereof by theend of the Evaluation Period in accordance with the provisions ofSection 5.3(c)**herein, theEarnest Money Deposit and the interest earned thereon shall becomenon-refundable to Purchaser except in those instances expressly set forth inthis Agreement.  In the event thisAgreement is terminated by Purchaser prior to the expiration of the EvaluationPeriod, the Earnest Money Deposit, together with all interest earned thereon,shall be refunded to Purchaser.

## **Section 4.3            Designationof Certifying Person**.  In order to assure compliance with therequirements of Section 6045 of the Internal Revenue Code of 1986, asamended (the **“Code”**), andany related reporting requirements of the Code, the parties hereto agree asfollows:

### (a)           Providedthe Escrow Agent shall execute a statement in writing (in form and substancereasonably acceptable to the parties hereunder) pursuant to which it agrees toassume all responsibilities for information reporting required underSection 6045(e) of the Code, Seller and Purchaser shall designate theEscrow Agent as the person to be responsible for all information reportingunder Section 6045(e)**of the Code(the **“Certifying Person”**).  If the Escrow Agent refuses to execute astatement pursuant to which it agrees to be the Certifying Person, Seller andPurchaser shall agree to appoint another third party as the Certifying Person.

### (b)           Sellerand Purchaser each hereby agree:

#### (i)            to provide to the Certifying Personall information and certifications regarding such party, as reasonably requestedby the Certifying Person or otherwise required to be provided by a party to thetransaction described herein under Section 6045**ofthe Code; and

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

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# **ARTICLE V**

**INSPECTIONOF PROPERTY**

## **Section 5.1            InspectionPeriod**. From and after the date of this Agreement, Purchaser and its authorizedagents and representatives (for purposes of this Article V, the **“Licensee Parties”**) shall have theright, subject to the right of the Tenants, to enter upon the Real Property atall reasonable times during normal business hours to perform an inspection ofthe Property.  Purchaser will provide toSeller notice of the intention of Purchaser or the other Licensee Parties toenter the Real Property at least 24 hours prior to such intended entry andspecify the intended purpose therefor and the inspections and examinations contemplatedto be made and with whom any Licensee Party will communicate.  At Seller’s option, Seller may be present forany such entry and inspection. Purchaser shall not communicate with or contactany of the Tenants or any of the Authorities without the prior written consentof Seller, not to be unreasonably withheld. Notwithstanding anything to the contrary contained herein, no physicaltesting or sampling shall be conducted during any such entry by Purchaser orany Licensee Party upon the Real Property without Seller’s specific priorwritten consent, such consent not to be unreasonably withheld, conditioned ordelayed.  Notwithstanding the foregoing,Purchaser shall have the right to communicate with the Authorities in order toconfirm the zoning requirements applicable to the Property and to verifywhether there are any violations of record with respect to the Property;provided, however, that, without Seller’s consent, Purchaser shall notauthorize or request any inspection or make any inquiries that would require aninspection of the Property by any of the Authorities.  TIME IS OF THE ESSENCE with respect to theprovisions of this Section 5.1.

## **Section 5.2            DocumentReview**.

### (a)           Duringthe Evaluation Period, Purchaser and the Licensee Parties shall have the rightto review and inspect, at Purchaser’s sole cost and expense, copies of all ofthe following to the extent that, to Seller’s Knowledge, such items are inSeller’s possession or control (collectively, the **“Documents”**): all existing environmental and engineeringreports and studies prepared for Seller with respect to the Property, realestate tax bills, together with assessments (special or otherwise), ad valoremand personal property tax bills covering the period of Seller’s ownership ofthe Property; current operating statements and historical operating informationrelated to the Property for the past three years confirming collected income,operating expenses, capital expenditures, commissions and fees, together withrelated correspondence, notices, existing audits, real estate and personalproperty tax filings and real estate tax appeal files (which may be madeavailable by Seller for review at the offices of Seller’s tax appeal consultantin California), contracts, and associated books and records; tenant ledgers,year-to-date operating statements, operating and other expense reconciliationsand written communications with tenants regarding same; evidence of Seller’sproperty insurance; documentation pertaining to the registration of storagetanks and inventory records with respect to such tanks; an inventory list ofthe Personal Property; the Leases, lease files, Service Contracts, Licenses andPermits; assessment district information; any governmental orquasi-governmental correspondence or other documentation and notices related touse, zoning, building code or any other regulatory matter; construction plansand specifications; and site plans and all associated drawings, modifications,and additions for the Property; and copies of permits and soils reports,hazardous materials permits, fire sprinkler ratings, and electrical ratings;contracts and plans relating to the work described on **Exhibit R** and any other documentsreasonably requested by Purchaser to the extent in Seller’s possession orcontrol .  Such inspections shall occurat a location or locations selected by Seller, which may be at Seller’s officesin San Francisco, California, in MCRC’s office in Denver, Colorado, at the RealProperty or Purchaser’s

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office in San Diego, California to the extent Seller delivers any suchDocuments to Purchaser physically or electronically, or a combination of theforegoing locations.  Purchaser shall nothave the right to review or inspect materials not directly related to theleasing, maintenance and/or management of the Property, including, withoutlimitation, all of Seller’s internal memoranda, financial projections, budgets,appraisals, proposals for work not actually undertaken, accounting and taxrecords and similar proprietary, elective or confidential information.

 

### (b)           Purchaseracknowledges that any and all of the Documents may be proprietary andconfidential in nature and have been provided to Purchaser solely to assistPurchaser in determining the desirability of purchasing the Property.  Subject only to the provisions ofArticle XII, Purchaser agrees not to disclose the contents of theDocuments or any of the provisions, terms or conditions contained therein toany party outside of Purchaser’s organization other than its attorneys,existing and prospective partners, accountants, existing and prospectivelenders, investors or the Licensee Parties (collectively, for purposes of thisSection 5.2(b), the “**PermittedOutside****Parties**”).  Purchaser further agrees that within itsorganization, or as to the Permitted Outside Parties, the Documents will bedisclosed and exhibited only to those persons within Purchaser’s organizationor to those Permitted Outside Parties who are responsible for determining thedesirability of Purchaser’s acquisition of the Property.  Purchaser further acknowledges that theDocuments and other information relating to the leasing arrangements betweenSeller and Tenants are proprietary and confidential in nature.  Purchaser agrees not to divulge the contentsof such Documents and other information except in strict accordance with theconfidentiality standards set forth in this Section 5.2 andArticle XII.  In permittingPurchaser and the Permitted Outside Parties to review the Documents and otherinformation to assist Purchaser, Seller has not waived any privilege or claimof confidentiality with respect thereto, and no third party benefits orrelationships of any kind, either express or implied, have been offered,intended or created by Seller, and any such claims are expressly rejected bySeller and waived by Purchaser and the Permitted Outside Parties, for whom, byits execution of this Agreement, Purchaser is acting as an agent with regard tosuch waiver.

### (c)           Purchaseracknowledges that some of the Documents may have been prepared by third partiesand may have been prepared prior to Seller’s ownership of the Property.   **EXCEPT ASEXPRESSLY PROVIDED IN THIS AGREEMENT OR THE DOCUMENTS REQUIRED TO BE DELIVEREDBY SELLER UNDER SECTION 10 HEREOF (THE “CLOSING DOCUMENTS”),****PURCHASER HEREBY ACKNOWLEDGES THAT SELLER HAS NOT MADEAND DOES NOT MAKE ANY REPRESENTATION OR WARRANTY REGARDING THE TRUTH, ACCURACYOR COMPLETENESS OF THE DOCUMENTS OR THE SOURCES THEREOF.  SELLER HAS NOT UNDERTAKEN ANY INDEPENDENTINVESTIGATION AS TO THE TRUTH, ACCURACY OR COMPLETENESS OF THE DOCUMENTS AND ISPROVIDING THE DOCUMENTS SOLELY AS AN ACCOMMODATION TO PURCHASER.**

## **Section 5.3            Entryand Inspection Obligations; Termination of Agreement**.

### (a)           Purchaseragrees that in entering upon and inspecting or examining the Property,Purchaser and the other Licensee Parties will not unreasonably disturb theTenants or interfere with the use of the Property pursuant to the Leases;interfere with the operation and

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### maintenance of the Real Property or Improvements; damage any part ofthe Property or any personal property owned or held by Tenants or any otherperson or entity; injure or otherwise cause bodily harm to Seller or anyTenant, or to any of their respective agents, guests, invitees, contractors andemployees, or to any other person or entity; permit any liens to attach to theReal Property by reason of the exercise of Purchaser’s rights under thisArticle V; or reveal or disclose any information obtained concerning theProperty and the Documents to anyone outside Purchaser’s organization, exceptin accordance with the confidentiality standards set forth inSection 5.2(b) and Article XII. Purchaser will (i) maintain comprehensive general liability(occurrence) insurance on terms and in amounts satisfactory to Seller and Workers’Compensation insurance in statutory limits, and, if Purchaser or any LicenseeParty performs any physical inspection or sampling at the Real Property, inaccordance with Section 5.1, such Licensee Party performing such physicalinspection or sampling shall maintain errors and omissions insurance andcontractor’s pollution liability insurance on terms and in amounts acceptableto Seller, and insuring Seller, Purchaser and such other parties as Sellershall request, covering any accident or event arising in connection with thepresence of Purchaser or the other Licensee Parties on the Real Property orImprovements, and deliver evidence of insurance verifying such coverage toSeller prior to entry upon the Real Property or Improvements; (ii) promptlypay when due the costs of all entry and inspections and examinations done withregard to the Property; (iii) cause any inspection to be conducted inaccordance with standards customarily employed in the industry and incompliance with all Governmental Regulations; (iv) at Seller’s request,furnish to Seller any studies, reports or test results received by Purchaserregarding the Property, promptly after such receipt, in connection with suchinspection; and (v) restore the Real Property and Improvements to the conditionin which the same were found before any such entry upon the Real Property andinspection or examination was undertaken.

### (b)           Purchaserhereby indemnifies, defends and holds Seller and its partners, agents,directors, officers, employees, successors and assigns harmless from andagainst any and all liens, claims, causes of action, damages, liabilities,demands, suits, and obligations to third parties, together with all losses,penalties, costs and expenses relating to any of the foregoing (including butnot limited to court costs and reasonable attorneys’ fees) for personal injury,wrongful acts, torts claims and property damage, arising out of Purchaser’s andthe other Licensee Parties’ entry onto the Property and/or any inspections,investigations, examinations, sampling or tests conducted by Purchaser or anyof the Licensee Parties, whether prior to or after the date hereof, withrespect to the Property or arising out of any violation of the provisions ofthis Article V; provided that the foregoing indemnity shall not relate toany liability, cost, loss, damage or expense to the extent attributable to (i)conditions in existence on or about the Property on the date of this Agreement,except to the extent exacerbated by Purchaser (provided that Purchaser’s merediscovery or legally required disclosure of a pre-existing condition on theProperty shall not be deemed to be an exacerbation of a pre-existingcondition), (ii) any acts or omissions of Seller or any of Seller’s agents,contractors, or employees, or (iii) claims based on disclosures requiredpursuant to Governmental Regulations.

### (c)           Inthe event that Purchaser determines, after its inspection of the Documents andReal Property and Improvements, that it does not want to proceed with thetransaction as set forth in this Agreement, Purchaser shall have the right toterminate this Agreement by providing written notice to Seller prior to theexpiration of the Evaluation Period, WITH TIME BEING OF THE ESSENCE WITHRESPECT THERETO. In the event Purchaser

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### terminates this Agreement in accordance with this Section 5.3(c),Purchaser shall have the right to receive a refund of the Earnest MoneyDeposit, together with all interest which has accrued thereon, and except withrespect to the Termination Surviving Obligations, this Agreement shall be nulland 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 Documents and copies Purchaser has made ofthe Documents and all copies of any studies, reports or test results regardingany part of the Property obtained by Purchaser, before or after the executionof this Agreement (collectively, “**Purchaser’sInformation**”) promptly following the time this Agreement isterminated for any reason.

## **Section 5.4            Sale“As Is”  THE TRANSACTION CONTEMPLATEDBY THIS AGREEMENT HAS BEEN NEGOTIATED BETWEEN SELLER AND PURCHASER. THISAGREEMENT REFLECTS THE MUTUAL AGREEMENT OF SELLER AND PURCHASER, AND PURCHASERHAS THE RIGHT TO CONDUCT ITS OWN INDEPENDENT EXAMINATION OF THE PROPERTY. OTHERTHAN THE MATTERS EXPRESSLY REPRESENTED IN SECTION 8.1 HEREOF AND THECLOSING DOCUMENTS OR ANY ESTOPPEL DELIVERED BY SELLER TO PURCHASER, BY WHICHALL OF THE FOLLOWING PROVISIONS OF THIS SECTION 5.4 ARE LIMITED, PURCHASERHAS NOT RELIED UPON AND WILL NOT RELY UPON, EITHER DIRECTLY OR INDIRECTLY, ANYREPRESENTATION OR WARRANTY OF SELLER OR ANY OF SELLER’S AGENTS ORREPRESENTATIVES, AND PURCHASER HEREBY ACKNOWLEDGES THAT NO SUCH REPRESENTATIONSOR WARRANTIES HAVE BEEN MADE.**

**SELLER SPECIFICALLY DISCLAIMS, AND NEITHER SELLERNOR ANY OF SELLER’S AFFILIATES NOR ANY OTHER PERSON IS MAKING, ANYREPRESENTATION, WARRANTY OR ASSURANCE WHATSOEVER TO PURCHASER, AND NOWARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EITHER EXPRESS ORIMPLIED, ARE MADE BY SELLER OR RELIED UPON BY PURCHASER WITH RESPECT TO THESTATUS OF TITLE TO OR THE MAINTENANCE, REPAIR, CONDITION, DESIGN, DEVELOPMENTPOTENTIAL OR MARKETABILITY OF THE PROPERTY, OR ANY PORTION THEREOF, INCLUDINGBUT 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 OFMATERIALS, (d) ANY RIGHTS OF PURCHASER UNDER APPROPRIATE STATUTES TO CLAIMDIMINUTION OF CONSIDERATION, (e) ANY CLAIM BY PURCHASER FOR DAMAGESBECAUSE OF DEFECTS, WHETHER KNOWN OR UNKNOWN, WITH RESPECT TO THE REALPROPERTY, IMPROVEMENTS OR PERSONAL PROPERTY, (f) THE FINANCIAL CONDITIONOR PROSPECTS OF THE PROPERTY OR ANY TENANT AND (g) THE COMPLIANCE OR LACKTHEREOF OF THE REAL PROPERTY OR THE IMPROVEMENTS WITH GOVERNMENTAL REGULATIONS,INCLUDING WITHOUT LIMITATION ENVIRONMENTAL LAWS, NOW EXISTING OR HEREAFTERENACTED OR PROMULGATED, IT BEING THE EXPRESS INTENTION OF SELLER AND PURCHASERTHAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PROPERTY WILL BE**

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**CONVEYED AND TRANSFERRED TOPURCHASER IN ITS PRESENT CONDITION AND STATE OF REPAIR, “AS IS” AND “WHERE IS,”WITH ALL FAULTS.  PURCHASER REPRESENTSTHAT IT IS A KNOWLEDGEABLE, EXPERIENCED AND SOPHISTICATED PURCHASER OF REALESTATE, AND THAT IT IS RELYING SOLELY ON ITS OWN EXPERTISE AND THAT OFPURCHASER’S CONSULTANTS IN PURCHASING THE PROPERTY.  PURCHASER HAS BEEN GIVEN A SUFFICIENTOPPORTUNITY HEREIN TO CONDUCT AND HAS CONDUCTED OR WILL CONDUCT SUCHINSPECTIONS, INVESTIGATIONS AND OTHER INDEPENDENT EXAMINATIONS OF THE PROPERTYAND RELATED MATTERS AS PURCHASER DEEMS NECESSARY, INCLUDING BUT NOT LIMITED TOTHE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AND WILL RELY UPON SAME ANDNOT UPON ANY STATEMENTS OF SELLER (EXCLUDING THE LIMITED MATTERS EXPRESSLYREPRESENTED BY SELLER IN SECTION 8.1 HEREOF OR THE CLOSING DOCUMENTS) NOROF ANY PARTNER, OFFICER, DIRECTOR, EMPLOYEE, AGENT OR ATTORNEY OF SELLER OR ITSGENERAL PARTNER. PURCHASER ACKNOWLEDGES THAT ALL INFORMATION PROVIDED TOPURCHASER WAS OBTAINED FROM A VARIETY OF SOURCES, AND SELLER WILL NOT BE DEEMEDTO HAVE REPRESENTED OR WARRANTED THE COMPLETENESS, TRUTH OR ACCURACY OF ANY OFTHE DOCUMENTS OR OTHER SUCH INFORMATION HERETOFORE OR HEREAFTER FURNISHED TOPURCHASER.  UPON CLOSING, PURCHASER WILLASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING, BUT NOT LIMITED TO, ADVERSEPHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY PURCHASER’SINSPECTIONS AND INVESTIGATIONS. PURCHASER ACKNOWLEDGES AND AGREES THAT, UPONCLOSING, SELLER WILL SELL AND CONVEY TO PURCHASER, AND PURCHASER WILL ACCEPTTHE PROPERTY, “AS IS, WHERE IS,” WITH ALL FAULTS. PURCHASER FURTHERACKNOWLEDGES AND AGREES THAT THERE ARE NO ORAL AGREEMENTS, WARRANTIES ORREPRESENTATIONS IN CONNECTION WITH THE PROPERTY BY SELLER, ANY AGENT OF SELLEROR ANY THIRD PARTY. SELLER IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY ORAL ORWRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTYFURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE OR OTHER PERSON, UNLESSTHE SAME ARE SPECIFICALLY SET FORTH OR REFERRED TO HEREIN. PURCHASERACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS THE “AS IS, WHERE IS” NATURE OFTHIS SALE AND ANY FAULTS, LIABILITIES, DEFECTS OR OTHER ADVERSE MATTERS THATMAY BE ASSOCIATED WITH THE PROPERTY. PURCHASER, WITH PURCHASER’S COUNSEL, HAS FULLY REVIEWED THE DISCLAIMERSAND WAIVERS SET FORTH IN THIS AGREEMENT AND UNDERSTANDS THEIR SIGNIFICANCE ANDAGREES THAT THE DISCLAIMERS AND OTHER AGREEMENTS SET FORTH HEREIN ARE ANINTEGRAL PART OF THIS AGREEMENT, AND THAT SELLER WOULD NOT HAVE AGREED TO SELLTHE PROPERTY TO PURCHASER FOR THE PURCHASE PRICE WITHOUT THE DISCLAIMERS ANDOTHER AGREEMENTS SET FORTH IN THIS AGREEMENT.**

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**PURCHASER AND PURCHASER’S AFFILIATES FURTHERCOVENANT AND AGREE NOT TO SUE SELLER AND SELLER’S AFFILIATES AND RELEASE SELLERAND SELLER’S AFFILIATES OF AND FROM AND WAIVE ANY CLAIM OR CAUSE OF ACTION,INCLUDING WITHOUT LIMITATION ANY STRICT LIABILITY OR CONTRIBUTION CLAIM ORCAUSE OF ACTION, THAT PURCHASER OR PURCHASER’S AFFILIATES MAY HAVE AGAINSTSELLER OR SELLER’S AFFILIATES UNDER ANY ENVIRONMENTAL LAW, NOW EXISTING ORHEREAFTER ENACTED OR PROMULGATED, RELATING TO ENVIRONMENTAL MATTERS ORENVIRONMENTAL CONDITIONS IN, ON, UNDER, ABOUT OR MIGRATING FROM OR ONTO THEPROPERTY, INCLUDING, WITHOUT LIMITATION, THE COMPREHENSIVE ENVIRONMENTALRESPONSE, COMPENSATION AND LIABILITY ACT, OR BY VIRTUE OF ANY COMMON LAW RIGHT,NOW EXISTING OR HEREAFTER CREATED, RELATED TO ENVIRONMENTAL CONDITIONS ORENVIRONMENTAL MATTERS IN, ON, UNDER, ABOUT OR MIGRATING FROM OR ONTO THEPROPERTY. THE TERMS AND CONDITIONS OF THIS SECTION 5.4 WILL EXPRESSLYSURVIVE THE TERMINATION OF THIS AGREEMENT OR THE CLOSING, AS THE CASE MAY BE,AND WILL NOT MERGE WITH THE PROVISIONS OF ANY CLOSING DOCUMENTS AND ARE HEREBYDEEMED INCORPORATED INTO THE DEED AS FULLY AS IF SET FORTH AT LENGTH THEREIN.**

**“IN CONNECTION WITH THERELEASES HEREIN SET FORTH, PURCHASER EXPRESSLY WAIVES ALL RIGHTS UNDERCALIFORNIA CIVIL CODE SECTION 1542, AS AMENDED OR MODIFIED, WHICH PROVIDESTHAT:**

**“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THECREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OFEXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLYAFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR**.”

## **Section 5.5           ****Natural Hazard Disclosure Requirement Compliance.  Purchaser and Seller acknowledge that Sellermay be required to disclose whether the Property lies within the followingnatural hazard areas or zones:  (i) aspecial flood hazard area designated by the Federal Emergency Management Agency(California Government Code Section 8589.3); (ii) an area of potential flooding(California Government Code Section 8589.4); (iii) a very high fire hazardseverity zone (California Government Code Section 51178 et seq.); (iv) awildland area that may contain substantial forest fire risks and hazards(Public Resources Code Section 4136); (v) an earthquake fault zone (PublicResources Code Section 2621.9); or (vi) a seismic hazard zone (Public ResourcesCode Section 2694) (sometimes all of the preceding are herein collectivelycalled the “Natural Hazard Matters”). Seller has engaged or will cause the Title Company to engage theservices of a natural hazard disclosure expert (the “Natural Hazard Expert”),to examine the maps and other information specifically made available to thepublic by government agencies for the purposes of enabling Seller to fulfillits disclosure obligations, if and to the extent such obligations exist, and toreport the result of its examination to Purchaser and Seller in writing.  The written report prepared by the NaturalHazard Expert (the “Natural Hazard**

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## **Report”) regarding the results of its examination will fully andcompletely discharge Seller from its disclosure obligations referred to in thisAgreement or in the Natural Hazard Report, if and to the extent any suchobligations exist.  Purchaser acknowledgesthat Seller has delivered to Purchaser the Commercial Property Owner’s Guide toEarthquake Safety, published by the State of California Seismic SafetyCommission, which informs property owners generally of the risks attendant toearthquakes and the effect earthquakes could have on the their property.  Purchaser agrees to provide Seller with awritten acknowledgment of its receipt of the Natural Hazard Report.  Purchaser’s failure to terminate thisAgreement pursuant to section 5.3(c) above shall be deemed to be Purchaser’sacceptance of all Natural Hazard Matters.**

## **Section 5.6           ****Pre 1975 Construction Disclosure.****  Seller hereby informs Purchaserthat the Real Property may have been constructed during or prior to 1975, andthe construction method may have been that of pre-cast tilt-up concrete.  In accordance with California law, attachedhereto as Exhibit “T” is a copy of the Commercial Property Owner’s Guide toEarthquake Safety published by the State of California Seismic SafetyCommission (the “Guide”).  In connectionwith the Commercial Property Earthquake Weakness Disclosure Report (the “DisclosureReport”) which is made a part of the Guide, Seller hereby notifies Purchaserthat with respect to Question Nos. 1 through 4 in such Disclosure Report,Seller does not know the answers to such questions and that, by the executionof this Agreement by Seller, Seller shall have been deemed to have executed anddelivered the Disclosure Report and shall be deemed to have checked the “Don’tKnow” box following each such questions.**

# **ARTICLEVI**

**TITLEAND SURVEY MATTERS**

## **Section6.1            Survey**.  Purchaser acknowledges receipt of theExisting Survey.  Any modification,update or recertification of the Existing Survey shall be at Purchaser’selection and sole cost and expense.  TheExisting Survey together with any update Purchaser has elected to obtain, ifany, is herein referred to as the “**UpdatedSurvey**.”  Any matters thatare objected to by Purchaser in a written notice to Seller prior to theexpiration of the Evaluation Period shall constitute a “**Survey Objection**” under this Agreement.

## **Section6.2            Title Commitment**.

### (a)           Purchaser acknowledges receipt of those certain titleinsurance commitments issued by the Title Company under Commitment Nos.NYN06-002152-L and NYN06-002151-L (the “**TitleCommitment**”), together with copies of the title exceptionslisted thereon.  Purchaser shall haveuntil the expiration of the Evaluation Period to provide written notice toSeller of Purchaser’s objection to any exception or other matter set forth inthe Title Commitment that Purchaser deems unacceptable (a “Title Objection”).  Purchaser shall be deemed to have acceptedall exceptions and other matters in the Title Commitment not objected to inwriting by Purchaser prior to the expiration of the Evaluation Period.  By the date (the “**New Objection Date**”) which is five (5)Business Days after Purchaser’s counsel receives notice of any new exception tothe title to the Real Property raised by the Title Company after the effectivedate of the Title Commitment and prior to the Closing (or as promptly aspossible prior to the

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### Closing if such notice is received with lessthan five (5) Business Days prior to the Closing [but in no event less than one(1) Business Day] and the Closing Date shall be extended to permit time forSeller to respond to such objection), Purchaser shall provide Seller withwritten notice of its objection to such new exception if Purchaser deems sameunacceptable (“**New****Title Objections**”).  In the event Seller does not receive the NewTitle Objections by the New Objection Date, Purchaser will be deemed to haveaccepted the exceptions to title set forth on any updates to the TitleCommitment as Permitted Exceptions. Pursuant to the Title Commitment, the Title Company shall be committedto issue to Purchaser at Closing, an ALTA Form, amended 10-17-70 (with no addedexception for creditors’ rights) extended coverage owner’s policy of titleinsurance, dated as of each Property as of the date and time of recordation ofthe Deed for such Property in the amount of the Purchase Price insuringPurchaser’s fee simple title to the Real Property subject to the standardpreprinted exceptions except those that the Title Company agrees to omit ormodify during the Evaluation Period and with such endorsements as the TitleCompany has agreed to issue on or before the expiration of the EvaluationPeriod, subject only to the Permitted Exceptions (the **“TitlePolicy”**).  “**Permitted Exceptions**” means thefollowing:  (1) the lien of any currentreal estate taxes and assessments and subsequent periods, provided that thesame are prorated in accordance with this Agreement; and (2) such other mattersset forth in the Title Commitment or Survey which are approved or deemedapproved by Purchaser during the Evaluation Period or thereafter in accordancewith this Agreement.

### (b)           All taxes, water rates or charges, sewer rents andassessments, plus interest and penalties thereon, which on the Closing Dateshall have accrued and are liens against the Real Property will be creditedagainst the Purchase Price (subject to the provision for apportionment oftaxes, water rates and sewer rents herein contained).

### (c)           If on the Closing Date the Real Property shall be affectedby any lien which, pursuant to the provisions of this Agreement, is required tobe discharged or satisfied by Seller, Seller shall not be required to dischargeor satisfy the same of record provided the money necessary to satisfy the lienis retained by the Title Company at Closing or the Title Company receives anindemnity from Seller satisfactory to the Title Company, and the Title Companyomits the lien as an exception from the Title Policy, and a credit is given toPurchaser for the recording charges for a satisfaction or discharge of such lien.

### (d)           No franchise, transfer, inheritance, income, corporate orother tax open, levied or imposed against Seller or any former owner of theProperty, that may be a lien against the Property on the Closing Date, shall bean objection to title if the Title Company insures against collection thereoffrom or out of the Real Property and/or the Improvements, and provided furtherthat Seller deposits with the Title Company a sum reasonably sufficient tosecure a release of the Property from the lien thereof or the Title Companyreceives an indemnity from Seller satisfactory to the Title Company, and, inany event, any such tax is omitted as an exception  to the Title Policy.  If a search of title discloses judgments,bankruptcies, or other returns against other persons having names the same asor similar to that of Seller, Seller will deliver to the Title Company anaffidavit stating that such judgments, bankruptcies or other returns do notapply to Seller, and such search results shall not be deemed Title Objections.

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## **Section6.3            Title Defect**.

### (a)           In the event Seller receives any Survey Objection, TitleObjection or New Title Objection (collectively and individually, a “**Title Defect**”) within the time periodsrequired under Sections 6.1 and 6.2 above, Seller may elect (but shall not beobligated) by written notice to Purchaser to attempt to remove, or cause to beremoved at its expense, any such Title Defect, and shall provide Purchaser withwritten notice, within seven (7) days of its receipt of any such objection, ofits intention to attempt to cure any such Title Defect and/or extend theClosing Date for such purpose.  If Sellerelects to attempt to cure any Title Defect, the Scheduled Closing Date shall beextended, for a period not to exceed sixty (60) days, for the purpose of suchremoval if Seller provides written notice to Purchaser of such extension atleast ten (10) Business Days prior to the Scheduled Closing Date.  If Seller elects to extend the ScheduledClosing Date as aforesaid, but successfully effects such cure more than ten(10) Business Days before the expiration of the extension period set forth inSeller’s extension notice, then Seller may shorten the extension period bysending Purchaser written notice at least ten (10) Business Days prior to thenew Scheduled Closing Date.  In the eventthat (i) Seller elects not to attempt to cure any such Title Defect, or(ii) Seller is unable to cure any such Title Defect for any period electedby Seller but not to exceed sixty (60) days from the Scheduled Closing Date,Seller shall so advise Purchaser and Purchaser shall have the right toterminate this Agreement and receive a refund of the Earnest Money Deposit,together with all interest which has accrued thereon, or to waive such TitleDefect and proceed to the Closing. Purchaser shall make such election within ten (10) days after receipt ofSeller’s notice.  If Purchaser elects toproceed to the Closing, any Title Defects waived by Purchaser shall be deemedPermitted Exceptions.  In any such eventof termination, Purchaser shall promptly return Purchaser’s Information toSeller, after which neither party shall have any further obligation to theother under this Agreement except for the Termination Surviving Obligations.

### (b)           Notwithstanding any provision of this Article VI tothe contrary, Seller will be obligated to cure exceptions to title to theProperty, in the manner described in Section 6.2(c) above, relating to liensand security interests securing any financings to Seller, and any mechanic’sliens resulting from work at the Property directly contracted for by Seller,provided that Seller shall remove other monetary liens created or permitted bySeller, any new matters appearing after the date of the Agreement which werevoluntarily created by Seller and not consented to, approved or deemed approvedby Purchaser hereunder, delinquent property tax liens, any income tax lien orany judgment lien as a result of Seller’s actions.

# **ARTICLEVII**

**INTERIMOPERATING COVENANTS, ESTOPPELS AND POST-CLOSING EMPLOYMENT**

## **Section7.1            Interim OperatingCovenants**. Seller covenants to Purchaser that Seller will:

### (a)           **Operations**.From the Effective Date until Closing, continue to operate, manage and maintainthe Improvements in the ordinary course of Seller’s business and substantiallyin accordance with Seller’s present practice, subject to ordinary wear and tearand further subject to Article XI of this Agreement.  From the Effective Date through theexpiration of the Evaluation Period, Seller will consult with Purchaserregarding any proposed new Leases or amendments or terminations to existingLeases and provide copies thereof to Purchaser for

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### review, including, without limitation,disclose to Purchaser by written notice any and all material terms regardingany proposed new Leases or amendments to or terminations of existing Leases,including, without limitation, any New Tenant Costs associated with anyproposed new Leases or amendment to any existing Lease, and will consult withPurchaser regarding the initiation or settlement of any real estate tax appealsduring such period; provided, however, that Seller shall not be required toobtain Purchaser’s consent before entering into any new Leases or amendments toor terminations of existing Leases and/or initiating or settling any taxappeals.  After the expiration of the EvaluationPeriod, Seller shall not amend any existing Lease, accept any termination ofany existing Lease or enter into any new Lease, or initiate or settle any taxappeal, without Purchaser’s prior written consent in Purchaser’s sole andabsolute discretion; provided, however, in the event that Purchaser withholdsor conditions its consent to any amendment or termination of an existing Leaseor to any new Lease, then the provisions of Section 9.1(b) shall be null andvoid and of no further force and effect and Purchaser shall assume the risk ofany and all loses of operation income at the Property between the expiration ofthe Evaluation Period and Closing. Notwithstanding any provision contained herein or in that certainAgreement of Sale and Purchase, dated August 3, 2006, as subsequently amended,between Purchaser and Mack-Cali Realty, L.P., an Affiliate of Seller (the “**Colorado Contract”**), upon the closing of the Colorado Contract,Purchaser shall make Robert Drabkin (“**Drabkin**”) availableas reasonably necessary to supervise the Company California Employees andoversee the management, leasing and operation of the Property as directed bySeller until the earlier to occur of Closing or termination of this Agreement(such period is hereinafter referred to as the **“Pending Closing Period”**.) During the Pending Closing Period, Drabkin will oversee the CompanyCalifornia Employees and manage the Property in such a manner to insure thecontinued operation of the Property as required under this Article VII andduring this period consult with Seller on a periodic basis as may be reasonablynecessary or as reasonably requested by Seller. Drabkin shall provide theforegoing services without fee to Seller, provided that Seller shallpromptly reimburse Purchaser for all expenses reasonably incurred by Drabkin inconnection therewith. Sellerwill indemnify, defend and hold Purchaser and Drabkin harmless from and againstany and all costs and expenses, including reasonable legal fees and courtcosts, relating to any claim, action or demand arising out of any action takenor not taken by Drabkin during the Pending Closing Period in overseeing andmanaging the Company California Employees as directed by Seller and without anygross negligence or willful misconduct on the part of Drabkin, and Sellershall name Purchaser’s affiliate that will be Drabkin’s employer and Drabkin asadditional insureds on Seller’s comprehensive general liability insurancepolicy during the Pending Closing Period.

### (b)           **Service Contracts**.During the Evaluation Period, consult with Purchaser before entering into anyService Contract unless such Service Contract is terminable on thirty (30) daysnotice without payment of a termination penalty, fee or premium; provided,however, that Seller shall be under no obligation to obtain Purchaser’s consentprior to entering into any Service Contract. From the expiration of the Evaluation Period until Closing, not enterinto any Service Contracts, unless such Service Contracts are terminable onthirty (30) days notice without paying any termination penalty, fee or premiumor unless Purchaser consents thereto in writing in Purchaser’s sole andabsolute discretion.  At Closing, Sellershall terminate any property management agreements and any other agreementswith affiliates of Seller in connection with the Property.

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### (c)           **Notices**.To the extent (i) received or sent by Seller after the Effective Date and (ii)affecting the Property, promptly deliver to Purchaser copies of written:default notices, notices of violations, tax bills and assessment notices,notices of a condemnation and material notices pertaining to any Lease,easement or other agreement.

### (d)           **Restrictions on Seller**.  From the expiration of the Evaluation Perioduntil Closing, not (i) seek or agree to any change or modification with respectto zoning or development rights with respect to the Property without Purchaser’sprior written consent, (ii) place any voluntary lien or encumbrance on theProperty without Purchaser’s prior written consent, which will not beunreasonably withheld, conditioned or delayed, or (iii) commence, at Seller’ssole cost and expense, material (i.e., in excess of one-tenth of onepercent (0.1%) of the Purchase Price), elective or optional alterations at theProperty without Purchaser’s prior written consent, which will not be unreasonablywithheld, conditioned or delayed.  At anytime prior to Closing, Seller shall have the right to commence, withoutPurchaser’s consent, any alterations that the Seller is contractually obligatedto perform.

## **Section7.2            Estoppels.**  It will be a condition to Closing that Sellerobtain from each Major Tenant and a sufficient number of other Tenants at theProperty other than Kiosk Tenants in order to cover not less than 80% of thetotal rented square footage of the buildings in the aggregate located at theProperty, not including total rented square footage leased to Kiosk Tenantsunder Kiosk Leases, an executed estoppel certificate in the form attachedhereto as Exhibit “G” dated not more than forty-five (45) days prior to Closing(unless the Scheduled Closing Date has been extended by Purchaser pursuant tothis Agreement), or in the form or limited to the substance prescribed by eachMajor Tenant’s or, as applicable, other Tenant’s Lease.  Notwithstanding the foregoing, Seller agreesto request that each Major Tenant and other Tenants in the buildings other thanKiosk Tenants execute an estoppel certificate in the form attached hereto as **Exhibit G**, and to request that eachKiosk Tenant execute an estoppel certificate in the form attached hereto as **Exhibit G-1**, and use good faith,commercially reasonable efforts to obtain same. Seller shall not be in default of its obligations hereunder if any MajorTenant or other Tenant fails to deliver an estoppel certificate, or delivers anestoppel certificate which is not in accordance with this Agreement; provided,however, that as more fully set forth in Section 9.1(f) below, such failure mayconstitute the failure to satisfy a condition precedent to Purchaser’sobligation to purchase the Property.  Forpurposes of this subsection, an estoppel certificate will be not be treated ashaving been received if it contains (i) any material adverse inconsistencieswith Seller’s representations or warranties set forth in this Agreement asmodified pursuant to Section 8.3 below, or (ii) any material adverse deviationfrom the form or substance of estoppel required to be delivered by the Tenanthereunder, and, if any estoppel certificate discloses any such material adversematter not cured or satisfied by Seller on or before the date which is three(3) Business Days prior to the Scheduled Closing Date, then Purchaser shallhave the right to terminate this Agreement on or before the Scheduled ClosingDate.  Purchaser shall be entitled tothree (3) Business Days to review each such estoppel certificate and providereasonable objections thereto prior to Seller sending such estoppel certificateto a Tenant.  For purposes of thisSection 7.3, an estoppel shall not be deemed to contain a material adversedeviation from the required estoppel form, if (i) the Tenant limits assertionsin the estoppel “to Tenant’s Knowledge” or (ii) refuses to confirm whether itsLease contains any extension, expansion, or termination options or rights,storage or parking rights or rental or other concessions.

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In the event Seller is unable to obtain an executedestoppel certificate from any Tenant (other than a Major Tenant), to the extentrequired under the foregoing paragraph, Seller may, but is not obligated to,elect to provide an estoppel certificate in the form prescribed by the Leasefor each such Tenant, which Purchaser agrees to accept as a valid and bindingestoppel certificate; provided that Seller shall not be permitted to provideestoppel certificates for more than 50% of the remaining square footage of theProperty (i.e., not including Major Tenants).  In the event that the Tenant thereafterdelivers an estoppel certificate post-Closing, then Seller shall beautomatically released from liability under its estoppel certificate with respectto all consistent matters set forth in the Tenant’s estoppel certificate.

Provided that Purchaser delivers to Seller Purchaser’srequested form of Subordination, Non-Disturbance and Attornment Agreement (**“SNDA”**) prior to the expiration ofthe Evaluation Period, Seller will also request that the Major Tenants andthose Tenants whose Leases require a SNDA signed by a mortgage lender in orderfor their Leases to be subordinate to the Lender’s Mortgage, execute areasonable form of SNDA requested by Purchaser concurrently with tendering theestoppel certificates to the Tenants, and Seller will make good faith,commercially reasonable efforts to obtain them.

## **Section7.3           ****Post-Closing Employment**.  For a period of thirty (30) days prior to theScheduled Closing Date, Purchaser’s affiliate, Westcore Management, LLC, aDelaware limited liability company (**“Westcore Management”**),shall extend offers to employ the four (4) existing employees of MCRC inCalifornia who work on-site a the Properties and whose names are on **Exhibit N** (the **“CompanyCalifornia Employees”**) for a period of one year after Closing onthe same base salary and bonus (other than stock) as shown on **Exhibit N**, pursuant to a standard formWestcore Management employment agreement. With respect to such Company California Employees that accept suchoffers for employment, the Westcore Management shall (a) for a period of one(1) year following the Closing, cause any Company Employee that was coveredunder a medical or dental plan, disability benefit plan, 401(k) plan or lifeinsurance plan of Seller or MCRC immediately prior to the Closing to receivecoverage that is comparable in the aggregate to such coverage provided tosimilarly situated employees employed by Westcore Management, and (b) recognizethe service completed by the Company California Employees for purposes ofdetermining eligibility service and vesting service under any employee benefitplan, program or arrangement maintained by Westcore Management for itsemployees on or after the Closing Date to the same extent such service wascredited under any employee benefit plan, program or arrangement provided bythe Seller or MCRC immediately prior to the Closing Date.  The Company California Employees shall bethird party beneficiaries of this Section 7.3. Promptly after the Closing, Seller shall pay any and all compensation,reimbursements and benefits due the Company California Employees that accruedprior to the Closing Date.  Theprovisions of this Section 7.3 shall survive the Closing for a period of oneyear.  Upon employment by WestcoreManagement, any such employee shall be released from any confidentialityobligations or duties in favor of Seller or Seller’s affiliates with respect tothe Property.

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# **ARTICLEVIII**

**REPRESENTATIONSAND WARRANTIES**

## **Section8.1            Seller’s Representationsand Warranties**. The following constitute the solerepresentations and warranties of Seller, which representations and warrantiesare made jointly and severally and shall be true in all material respects as ofthe Effective Date and Closing Date except for such changes as are permittedunder this Agreement.  Subject to thelimitations set forth in Section 8.3 of this Agreement, Seller representsand warrants to Purchaser the following:

### (a)           **Status**.Seller is a limited partnership, duly organized and validly existing under thelaws of the State of Delaware.

### (b)           **Authority**.The execution and delivery of this Agreement and the performance of Seller’sobligations hereunder have been duly authorized by all necessary action on thepart of Seller, and this Agreement constitutes the legal, valid and bindingobligation of Seller.

### (c)           **Non-Contravention**.  The execution and delivery of this Agreementby Seller and the consummation by Seller of the transactions contemplatedhereby will not violate any judgment, order, injunction, decree, regulation orruling of any court or Authority or conflict with, result in a breach of, orconstitute a default under the organizational documents of Seller, any note orother evidence of indebtedness, any mortgage, deed of trust or indenture, orany lease or other material agreement or instrument to which Seller is a partyor by which it is bound.

### (d)           **Consents**.No consent, waiver, approval or authorization is required from any person orentity (that has not already been obtained) in connection with the executionand delivery of this Agreement by Seller or the performance by Seller of thetransactions contemplated hereby.

### (e)           **Suits and Proceedings**.  Except as listed in **Exhibit I**, there are no legal actions,suits or similar proceedings pending, served or settled in the three (3) yearsprior to the date of this Agreement, or, to Seller’s Knowledge, threatened inwriting against Seller or the Property which (i) would materially and adverselyaffect the Seller’s ability to consummate the transactions contemplated hereby,or (ii) might have a material adverse effect on Purchaser’s use, ownership oroperation of the Property.

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

### (g)           **Tenants**.  As of the date of this Agreement, to Seller’sKnowledge the only tenants of the Property are the tenants set forth in theLease Schedule attached as **Exhibit F**.  To Seller’s Knowledge, the Documents madeavailable to Purchaser pursuant to Section 5.2 hereof include true,correct and complete copies of all ofthe Leases listed on **Exhibit F**.  To Seller’s Knowledge, except as set forth of**Exhibit O** annexed hereto and made a part hereof, notenant is in monetary or material nonmonetary default under any Lease, and Seller has not sent any notice of default byany Tenant under the Leases that remains uncured.

### (h)           **Service Contracts**.  To Seller’s Knowledge none of the serviceproviders listed on **Exhibit E**is in material default under any Service Contract.  To Seller’s Knowledge,

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### the Documents made available to Purchaserpursuant to Section 5.2 hereof include true, correct and complete copiesof all Service Contracts listed on **ExhibitE** under which Seller is currently paying for services renderedin connection with the Property.  ToSeller’s Knowledge, there are no Service Contracts other than those listed on **Exhibit E**.

### (i)            **EnvironmentalMatters**.  To Seller’sKnowledge, except as set forth in the reports described in **Exhibit M** (the “**Environmental Reports**”), Seller has notreceived written notice of any violations of Environmental Laws at or upon theProperties.

### (j)            **Compliance**.  To Seller’s Knowledge, in the two (2) yearsprior to the Effective Date, Seller has received no written notice from anyAuthorities to the effect that the Property is not in compliance with anyGovernmental Regulations (a **“ViolationNotice”**), and the Seller has not received any Violation Noticesprior to such date that have not been cured.

### (k)           **Company CaliforniaEmployees**.  Attachedhereto as **Exhibit N** is atrue, correct and complete list of the Company California Employees togetherwith the salary and bonus payable to each such Company Employee as of theEffective Date.

### (l)            **Leasing Commissions**.  To Seller’s Knowledge, as of the EffectiveDate, there are no potential leasing commissions for which Purchaser may beliable post-Closing other than as may be set forth in the commission agreementslisted on **Exhibit Q**annexed hereto and made a part hereof or in the Leases.  To Seller’s Knowledge, the Documents madeavailable to Purchaser pursuant to Section 5.2 hereof include true, correct andcomplete copies of all of the commission agreements listed on **Exhibit Q**.

### (m)          **Management Fees**.  At Closing, there shall be no unpaidmanagement fees with the respect to the Property.

### (n)           **Real Estate TaxAppeals**.  Attached heretoas **Exhibit P** is a true,correct and complete list of all pending real estate tax appeals with respectto the Property.

### (o)           **OFAC**.  Neither Seller, nor any officer, director,shareholder, partner, investor or member of Seller is named by any ExecutiveOrder of the United States Treasury Department as a terrorist, a “SpeciallyDesignated National and Blocked Person,” or any other banned or blocked person,entity, nation or transaction pursuant to any law, order, rule or regulationthat is enforced or administered by the Office of Foreign Assets Control(collectively, an “**Identified Terrorist**”.)  Seller is not engaging in this transaction onthe behalf of, either directly or indirectly, any Identified Terrorist.

### (p)           **Historical OperatingStatements**.  To Seller’sKnowledge, the historical operating statements to be provided to Purchaser forreview pursuant to Section 5.2 above, shall accurately set forth, in allmaterial respects, the operating income and expenses of the Property for thepast three years.

## **Section8.2            Purchaser’sRepresentations and Warranties**.  Purchaser represents and warrants to Sellerthe following, which representations and warranties shall be true as of theEffective Date and at Closing:

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### (a)           **Status**.Purchaser is a duly organized and validly existing limited liability companyunder the laws of the State of Delaware.

### (b)           **Authority**.The execution and delivery of this Agreement and the performance of Purchaser’sobligations hereunder have been duly authorized by all necessary action on thepart of Purchaser and this Agreement constitutes the legal, valid and bindingobligation of Purchaser.

### (c)           **Non-Contravention**.  The execution and delivery of this Agreementby Purchaser and the consummation by Purchaser of the transactions contemplatedhereby will not violate any judgment, order, injunction, decree, regulation orruling of any court or Authority or conflict with, result in a breach of orconstitute a default under the organizational documents of Purchaser, any noteor other evidence of indebtedness, any mortgage, deed of trust or indenture, orany lease or other material agreement or instrument to which Purchaser is aparty or by which it is bound.

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

### (e)           **OFAC**.  Neither Purchaser, nor any officer, director,shareholder, partner, investor or member of Purchaser is named by any ExecutiveOrder of the United States Treasury Department as a terrorist, a “SpeciallyDesignated National and Blocked Person,” or any other banned or blocked person,entity, nation or transaction pursuant to any law, order, rule or regulationthat is enforced or administered by the Office of Foreign Assets Control(collectively, an “**Identified Terrorist**”.)  Purchaser is not engaging in this transactionon the behalf of, either directly or indirectly, any Identified Terrorist.

## **Section8.3            Survival ofRepresentations, Warranties and Covenants.**  The representations and warranties of Sellerset forth in Section 8.1, in the Seller Certificate delivered prior to theexpiration of the Evaluation Period and in any documents delivered at Closingand the certifications contained in any Seller estoppels delivered under thethird paragraph of Section 7.2 will survive the Closing for a period often (10) months, after which time they will merge into the Deed, and Purchaserwill have no right to assert a claim based thereon after the ten-month period.  During the ten-month period, Purchaser willnot have any right to bring any action against Seller as a result of anyuntruth or inaccuracy of such representations, warranties or certifications, orany such breach, unless and until the aggregate amount of all liability andlosses arising out of any such untruth or inaccuracy, or any such breach,exceeds one-tenth of one percent (00.1%) of the Purchase Price; provided thatif the aggregate amount of all liability and losses exceeds such one-tenth on onepercent (00.1%) of the Purchase Price, Purchase shall be entitled to recoverall such amounts.  In addition, in noevent will Seller’s liability for all such untruths, inaccuracies or breachesexceed, in the aggregate, the sum of One Million Dollars ($1,000,000);provided, however, that this cap on liability shall not apply to Seller’sliability resulting from any Seller estoppels delivered pursuant to Section 7.2above.  Notwithstanding any otherprovision of this Agreement, unless Purchaser can prove that Seller made anintentionally false representation, warranty or certification as of theEffective Date, as of the

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## expiration of the Evaluation Period or as ofthe Closing Date, the representations, warranties and certifications of Sellerare hereby modified to be made true to the extent that, as of the date hereofwith respect to the representations and warranties made herein, and as of theClosing Date with respect to representations, warranties and certificationsmade by Seller as of the Closing Date, (i) information contained in theDocuments made available to Purchaser or its Licensee Parties pursuant toSection 5.2(a) makes the subject representation, warranty or certification nottrue, or (ii) either Purchaser or the Licensee Parties has knowledge that thesubject representation, warranty or certification is untrue, or (iii) Sellerhas delivered or made available to Purchaser or the Licensee Parties otherwritten information disclosing that the subject representation, warranty  or certification is not true.  The Closing Surviving Obligations and theTermination Surviving Obligations will survive Closing without limitationunless 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 butwill be merged into the Deed and other Closing documents delivered at theClosing.  Subject to the limitations orliability set forth above in this Section 8.3, one (1) Business Day prior tothe expiration of the Evaluation Period, Seller shall deliver to Purchaser aSeller Certificate updating as of such date, the representations, warrantiesand certifications set forth in Section 8.1, subject to such modifications asshall be permitted by virtue of (i) the operating covenants contained inSection 7.1 above, (ii) facts raised during Purchaser’s due diligence processor (iii) changes at the Property during the Evaluation Period.

# **ARTICLEIX**

**CONDITIONSPRECEDENT TO CLOSING**

## **Section9.1            Conditions Precedent toObligation of Purchaser. **Theobligation of Purchaser to consummate the transaction hereunder shall besubject to the fulfillment on or before the Closing Date of all of the followingconditions, any or all of which may be waived by Purchaser in its solediscretion:

### (a)           Seller shall have delivered to Purchaser all of the itemsrequired 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)           Between the end of the Evaluation Period and the ScheduledClosing Date, there shall have been no loss in the anticipated operating incomeat the Property resulting from a loss of tenancies at a reasonably prudentinvestor but not have reasonably anticipated the exercise of prudent duediligence during the Evaluation Period, including but not limited to byinvestigating financial conditions of the Tenant in a commercially reasonablemanner, and which results in a loss in the value of the Property in excess of$1,000,000.00 (the “$1,000,000 Threshold”). For purposes of calculating the amount of any loss of anticipatedoperating income and its effect on value, the parties shall compare the netpresent value (on the Scheduled Closing Date) of the lost income stream using adiscount rate of 8% per annum to the net present value of a replacement incomestream commencing three months after the Scheduled Closing Date at marketrents.  For this purpose market rentsshall be the rents charged at comparable buildings in the same submarket andwhich are set forth on **Exhibit L**annexed hereto and made a part hereof. Any and all decreases in net present value shall be aggregated with anyand all increases in determining whether the $1,000,000 Threshold has beenexceeded.  In the event that the

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### $1,000,000 Threshold has been exceeded,Purchaser shall notify Seller in writing, which notice shall set forthPurchaser’s determination of the excess amount and the calculations supportingits determination.  In such event, Sellershall have the right to elect to reduce the Purchase Price by all or a portionof such excess.  Seller shall notifyPurchaser in writing of its election within five (5) Business Days after itsreceipt of Purchaser’s notice.  If Sellerelects to reduce the Purchase Price by the entire excess or less than all ofthe excess, then the Purchase Price shall be reduced accordingly and thisAgreement shall otherwise continue unmodified and in full force andeffect.  If Seller has elected to creditless than all of the excess, Purchaser shall then have five (5) Business Daysto notify Seller whether it accepts or rejects Seller’s election.  If Purchaser accepts Seller’s election, thenthe Purchase Price shall be reduced accordingly and this Agreement shallotherwise continue unmodified and in full force and effect.  If Purchaser rejects Seller’s election orSeller fails to make an election, this Agreement shall be deemed terminated andnull and void except for the Termination Surviving Obligations, and the EarnestMoney Deposit and all interest earned thereon shall be promptly returned toPurchaser.  If Purchaser fails to respondto Seller’s election within the five (5) Business Day period, it shall bedeemed to have accepted the Seller’s election. In the event that the Closing occurs at a reduced Purchase Price, (i) ifPurchaser subsequently receives or recovers all or some portion of the “lost”income on which the Purchase Price reduction was based, Purchaser shall promptlypay over to Seller the amount received or recovered by Purchaser and (ii)Seller shall have the right to pursue collection of “lost” incomepost-Closing.   The Schedule Closing Dateshall be extended to the date necessary to provide for the notices set forth inthis Section 9.1(b).

### (c)           The representations and warranties of Seller contained inSection 8.1 shall continue to be true and correct in all material respects onthe Closing Date except to reflect changes in accordance with Section 7.1 aboveand for changes in the representations and warranties in Subsections 8.1(g),(h), (i), (j) and (k) based on facts occurring (including but not limited tonotices received or sent) after the Effective Date.

### (d)           To the extent that (i)Purchaser has raised as a Title Objection pursuant to Section 6.2(a) above, theneed for estoppel certificates from any parties to any covenants, conditionsand restrictions, reciprocal easement agreement, development agreements orground leases affecting the Property (collectively, **“Title Estoppels”**), and (ii) Seller has agreed pursuant to Section6.3 to attempt to cure such Title Defect, then Purchaser’s receipt of suchTitle Estoppels, in form and substance reasonably satisfactory to Purchaser.

### (e)           Title Company shall be irrevocably and unconditionallycommitted to issue the Title Policy.

### (f)            Seller shall have performed and observed, in all materialrespects, all covenants and agreements of this Agreement to be performed andobserved by Seller as of the Closing Date.

## **Section9.2            Conditions Precedent toObligation to Seller. **Theobligation of Seller to consummate the transaction hereunder shall be subjectto 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 Sellerin it sole discretion:

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### (a)           Seller shall have received the Purchase Price as adjustedpursuant to, and payable in the manner provided for, in this Agreement.

### (b)           Purchaser shall have delivered to Seller all of the itemsrequired 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)           [This Section intentionally omitted.]

### (d)           The representations and warranties of Purchaser containedin Section 8.2 shall continue to be true and correct in all material respects.

### (e)           Purchaser shall have performed and observed, in allmaterial respects, all covenants and agreements of this Agreement to beperformed and observed by Purchaser as of the Closing Date.

# **ARTICLE X**

**CLOSING**

## **Section10.1         Closing**.The consummation of the transaction contemplated by this Agreement by deliveryof documents and payments of money from escrow shall take place at 3:00 p.m.Eastern Time on the Scheduled Closing Date at the offices of the Escrow Agent;provided, however, that the closing documents that are intended to be recordedin the land records in California shall be delivered by the parties to anoffice in California designated by Escrow Agent.  Purchaser shall have an option to extend theScheduled Closing Date for a period of up to thirty-days by delivering writtennotice to Seller at least five Business Days prior to the original ScheduledClosing Date, together with the simultaneous deposit by Purchaser with theEscrow Agent, by Federal Reserve wire transfer of immediately available funds,of the amount of Five Hundred Thousand Dollars ($500,000) as an additionalearnest money deposit on account of the Purchase Price (the **“Extension Deposit”**). TIME SHALL BE OF THE ESSENCE WITH RESPECT TO PAYMENT OF THE EXTENSIONDEPOSIT.  Thereafter, all references inthis Agreement to the Earnest Money Deposit shall be deemed to also include theExtension Deposit.  At Closing, theevents set forth in this Article X will occur, it being understood thatthe performance or tender of performance of all matters set forth in thisArticle X are mutually concurrent conditions which may be waived by theparty for whose benefit they are intended. The acceptance of the Deed by Purchaser shall be deemed to be fullperformance and discharge of each and every agreement and obligation on thepart of Seller to be performed hereunder unless otherwise specifically providedherein.

## **Section10.2         Purchaser’s ClosingObligations**. On the Closing Date, Purchaser, atits sole cost and expense, will deliver the following items to Seller atClosing as provided herein:

### (a)           The Purchase Price, after all adjustments are made asherein provided, by Federal Reserve wire transfer of immediately availablefunds, in accordance with the timing and other requirements ofSection 3.3;

### (b)           A counterpart original of the Assignment of Leases, dulyexecuted by Purchaser;

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### (c)           A counterpart original of the Additional SaleConsideration Agreement, together with a memorandum thereof in recordable form,duly executed by Purchaser;

### (d)           A counterpart original of the Assignment, duly executed byPurchaser;

### (e)           Evidence reasonably satisfactory to Seller that the personexecuting the Assignment of Leases, the Assignment, and the Tenant NoticeLetters on behalf of Purchaser has full right, power and authority to do so;

### (f)            Form of written notice executed by Purchaser and to beaddressed and delivered to the Tenants by Purchaser in accordance withSection 10.6 herein, (i) acknowledging the sale of the Property toPurchaser, (ii) acknowledging that Purchaser has received and thatPurchaser is responsible for the Security Deposit (specifying the exact amountof the Security Deposit) and (iii) indicating that rent should thereafterbe paid to Purchaser and giving instructions therefor (the “**Tenant Notice Letters**”);

### (g)           A counterpart original of the Closing Statement, dulyexecuted by Purchaser;

### (h)           A certificate, dated as of the date of Closing, stating(i) that the representations and warranties of Purchaser contained inSection 8.2 are true and correct in all material respects as of theClosing Date; and

### (i)            Such other documents as may be reasonably necessary orappropriate to effect the consummation of the transaction which is the subjectof this Agreement.

## **Section10.3         Seller’s ClosingObligations**. At the Closing, each of Phelan Realty and Folsom Realty will deliver toPurchaser the following documents:

### (a)           A Grant Deed in the form annexed hereto as **Exhibit U**, (the **“Deed”**), duly executed andacknowledged by Seller, conveying to Purchaser the Real Property and theImprovements subject only to the Permitted Exceptions;

### (b)            A blanket assignment and bill of sale in the formattached hereto as **Exhibit C**(the “**Bill of Sale**”), dulyexecuted by Seller, assigning and conveying to Purchaser, withoutrepresentation or warranty, title to the Personal Property;

### (c)           A counterpart original of an assignment and assumption ofSeller’s interest, as lessor, in the Leases and Security Deposits in the formattached hereto as **Exhibit B**(the “**Assignment of Leases**”),duly executed by Seller, conveying and assigning to Purchaser all of Seller’sright, title and interest, as lessor, in the Leases and Security Deposits;

### (d)           A counterpart original of the Additional SaleConsideration Agreement, together with a memorandum thereof in recordable form,duly executed by Seller;

### (e)           A counterpart original of an assignment and assumption ofSeller’s interest in the Service Contracts and the Licenses and Permitssubstantially in the form attached hereto as **Exhibit A** (the “**Assignment**”),duly executed by Seller, conveying and assigning to Purchaser all

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### of Seller’s assignable right, title, andinterest, if any, in the Service Contracts and the Licenses and Permits;

### (f)            The Tenant Notice Letters, duly executed by Seller;

### (g)           Evidence reasonably satisfactory to Purchaser and TitleCompany that the person executing the documents delivered by Seller pursuant tothis Section 10.3 on behalf of Seller has full right, power, and authorityto do so;

### (h)           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 inSection 1445 of the Internal Revenue Code of 1986, as amended;

### (i)            All original Leases, Licenses and Permits and ServiceContracts to the extent in Seller’s possession or control;

### (j)            A certificate (the “**SellerCertificate**”), dated as of the date of Closing, stating that therepresentations and warranties of Seller contained in Section 8.1 are trueand correct in all material respects as of the Closing Date (with appropriatemodifications to reflect any changes therein) or identifying any representationor warranty which is not, or no longer is, true and correct and explaining thestate of facts giving rise to the change. In no event shall Seller be liable to Purchaser for, or be deemed to bein default hereunder and it shall not constitute failure of a conditionprecedent, if any representation or warranty is no longer true and correct inall material respects unless Purchaser can prove that Seller made anintentionally false representation, warranty or certification as of theEffective Date, as of the expiration of the Evaluation Period or as of theClosing Date; provided, however, that if: (i) such event constitutesthe non-fulfillment of the condition set forth in Section 9.1(b),Purchaser shall have the right to terminate this Agreement or receive areduction in the Purchase Price in accordance with the provisions of Section9.1(b), and (ii) such representation or warranty that is no longer true andcorrect in all material respects is contained in Subsections 8.1(a) through(d), (f), and (l) through (p), and such change is not in accordance withSection 7.1, it shall constitute the failure of a condition precedent,entitling Purchaser to terminate this Agreement by written notice toSeller.  In such event, Purchaser shallreceive the prompt return of the Earnest Money Deposit and all interest earnedthereon, and except for the Termination Surviving Obligations, neither partyshall have any further liability under this Agreement.  The representations, warranties andcertifications of Seller contained in the Seller Certificate shall be subjectto the provision of Section 8.3 above;

### (k)           The estoppelcertificates received by Seller pursuant to Section 7.2 above;

### (l)            A California Franchise Tax BoardForm 590 (or 593, as applicable) certifying that Seller has a permanent placeof business in California, is qualified to do business in California, or is aCalifornia resident, as applicable; and

### (m)          Such other documents as may be reasonably necessary orappropriate to effect the consummation of the transaction which is the subjectof this Agreement, including but not limited to an affidavit of title in formand substance reasonably satisfactory to Seller and the Title Company.

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## **Section10.4         Prorations**.

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

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

#### (ii)           Sellershall credit Purchaser at Closing with all cash Security Deposits and anyprepaid rents, together with any interest to be paid to the Tenant thereon.

#### (iii)          Utilitycharges payable by Seller, including, without limitation, electricity, watercharges and sewer charges.  If there aremeters on the Real Property, Seller will cause readings of all said meters tobe performed not more than five (5) days prior to the Closing Date, and a perdiem estimated adjustment shall be made for the days between the meter readingdate and the Closing Date based on the most recent meter reading.

#### (iv)          Amountspayable under the Service Contracts.

#### (v)           All real estate and personal propertytaxes and assessments, prorated for the period for which such taxes andassessments are assessed, regardless of when payable, on the basis of thenumber of days in such period the Property will have been owned by Seller andPurchaser, respectively.  If the currenttax bill is not available at Closing, then the proration shall be made on thebasis of the most recent ascertainable tax bill.  Any taxes paid at or prior to Closing shallbe prorated based upon the amounts actually paid.  If taxes and assessments for the fiscal yearin which Closing occurs have been determined but have not been paid beforeClosing, Seller shall be charged and Purchaser credited at Closing with anamount equal to that portion of such taxes and assessments which relates to theperiod before the date of Closing, and Purchaser shall pay the taxes andassessments prior to the same becoming delinquent.   If, subsequent to the Closing Date, realestate taxes (by reason of change in either assessment or rate or for any otherreason) for the Real Property should be determined to be higher or lower thanthose that are apportioned, a new computation shall be made, and Seller agreesto pay Purchaser any increase shown by such recomputation and vice versa.  Purchaser shall, at Closing, assume allexpenses incurred or to be incurred in connection with any real estate taxappeals that are pending at the time of Closing.   Notwithstanding anything tothe contrary contained in this Agreement, Seller reserves the right to meetwith governmental officials and to continue to contest any reassessment orassessment of the Property or any portion thereof as set forth on **Exhibit P** and to attempt to obtain a refund forany taxes previously paid.  Seller shallretain all rights with respect to any refund of taxes applicable to any periodprior to the Closing Date and Purchaser shall retain all rights with respect toany refund of taxes applicable to any period on or after the Closing Date

#### (vi)          [Thissection intentionally omitted.]

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#### (vii)        Seller shall be responsible for all salary, bonus (including any stock bonus)and benefits owed to the Company California Employees on account of employmentprior to the Closing. To the extent that any of Westcore Management’s employeebenefits impose a waiting period on new employees before such benefit will beavailable, and Seller or MCRC has the ability to continue comparable benefitspost-Closing in favor of the Company California Employees, during all or aportion of such waiting period, payment to Seller or MCRC of the costs ofcontinuing such benefits for such period.

Seller will be charged and credited for the amounts ofall of the Proration Items relating to the period up to and including theProration Time, and Purchaser will be charged and credited for all of theProration Items relating to the period after the Proration Time.  The estimated Closing prorations shall be setforth on a preliminary closing statement to be prepared by Seller and submittedto Purchaser prior to the Closing Date (the “**ClosingStatement**”).  The ClosingStatement, once agreed upon, shall be signed by Purchaser and Seller.  The proration shall be paid at Closing byPurchaser to Seller (if the prorations result in a net credit to Seller) or bySeller to Purchaser (if the prorations result in a net credit to Purchaser) byincreasing or reducing the cash to be delivered by Purchaser in payment of thePurchase Price at the Closing.  If theactual amounts of the Proration Items are not known as of the Closing Date, theprorations 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 thebasis of the actual figures, and a final cash settlement will be made betweenSeller and Purchaser.  No prorations willbe made in relation to insurance premiums, and Seller’s insurance policies willnot be assigned to Purchaser.  Finalreadings and final billings for utilities will be made if possible as of theClosing Date, in which event no proration will be made at the Closing withrespect to utility bills.  Seller will beentitled to all deposits presently in effect with the utility providers, andPurchaser will be obligated to make its own arrangements for any deposits withthe utility providers. The provisions of this Section 10.4(a) will survivethe Closing for twelve (12) months.

### (b)           Purchaser will receive a credit on the Closing Statementfor the prorated amount (as of the Proration Time) of all Rental previouslypaid to or collected by Seller and attributable to any period following theProration 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 following theProration Time.  **“Rental”** as used herein includesfixed monthly rentals, additional rentals, percentage rentals, escalationrentals (which include each Tenant’s proration share of building operation andmaintenance costs and expenses as provided for under the Lease, to the extentthe same exceeds any expense stop specified in such Lease), retroactiverentals, all administrative charges, utility charges, tenant or real propertyassociation dues, storage rentals, special event proceeds, temporary rents,telephone receipts, locker rentals, vending machine receipts and other sums andcharges payable by Tenants under the Leases or from other occupants or users ofthe Property.  For purposes of thisAgreement, rental is **“Delinquent”**when it was due prior to the Closing Date, and payment thereof has not beenmade on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect tothe collection of any Delinquent Rental, but Purchaser will have no liabilityfor the failure to collect any such amounts and will not be required to (i)pursue legal action to enforce collection of any such amounts owed to Seller byany Tenant, (ii) terminate the Lease with respect to any such Tenant, or (iii)terminate any 

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### Tenant’s right to possession under suchLease.  After the Closing, if Purchaserdeclines to pursue a collection action against a Tenant for Delinquent Rental,then Seller shall have the right to do so; provided, however, that Seller shallnot (A) terminate any Lease or terminate or disturb Tenant’s right topossession thereunder, or (B) commence any lawsuit until the earlier of oneyear after the Closing Date or one month prior to the expiration of the statuteof limitations with respect to such claim. All sums collected by Purchaser from and after Closing from each Tenant(excluding tenant specific billings for tenant work orders and other specificservices as described in and governed by Section 10.4(d) below) will beapplied first to the month in which the Closing occurs, then to current amountsowned by such Tenant to Purchaser and then to delinquencies owed by such Tenantto Seller.  Any sums due Seller will bepromptly remitted to Seller.

### (c)           At the Closing, Seller shall deliver to Purchaser a listof additional rent, however characterized, under each Lease, including withoutlimitation, real estate taxes, electrical charges, utility costs and operatingexpenses (collectively, **“OperatingExpenses”**) billed to Tenants for the calendar year in which theClosing occurs (both on a monthly basis and in the aggregate), the basis onwhich the monthly amounts are being billed and the amounts incurred by Selleron account of the components of Operating Expenses for such calendar year.  Upon the reconciliation by Purchaser of theOperating Expenses billed to Tenants, and the amounts actually incurred forsuch calendar year, Seller and Purchaser shall be liable for overpayments ofOperating Expenses, and shall be entitled to payments from Tenants, as the casemay be, on a pro-rata basis based upon each party’s period ofownership during such calendar year. This Section 10.3(c) shall survive post-Closing until six (6) monthsafter reconciliation of the Operating Expenses.

### (d)           With respect to specific tenant billings for work orders,special items performed or provided at the request of a Tenant or otherspecific services, which are collected by Purchaser after the Closing Date butrelate to the foregoing specific services rendered by Seller prior to theProration Time, then notwithstanding anything to the contrary contained herein,Purchaser shall cause the first amounts collected from such Tenant to be paidto Seller on account thereof; provided, however, with respect to specifictenant billings for work orders, special items performed or provided at therequest of a Tenant or other specific services, which are collected by Purchaserafter the Closing Date and relate to the foregoing specific services renderedby Purchaser after the Proration Time and Seller prior to the Proration Time,then notwithstanding anything to the contrary contained herein, unless Tenant’sintention for the application of the payment is expressly indicated by Tenant(in which event, the Tenant’s indication shall control), Purchaser shall causethe first amounts collected from such Tenant to be paid to Purchaser for suchservices rendered after the Proration Time and then to Seller on account forservices rendered by Seller prior to the Proration Time.  Seller shall have the right to pursuecollection of the foregoing items post-Closing in the same manner and subjectto the same limitations as applied to the collection of Delinquent Rental asmore fully set forth in Section 10.4(b) above.

### (e)           Notwithstanding any provision of this Section 10.4 tothe contrary, Purchaser will be solely responsible for its pro rata share ofany leasing commissions, tenant improvement costs or other expenditures (forpurposes of this Section 10.4(e), “**NewTenant Costs**”) incurred or to be incurred in connection with anynew lease or Lease amendment, renewal or extension executed (or exercised inthe event of an option to extend, renew or expand

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### an existing Lease) on or after the EffectiveDate and which transaction was disclosed in writing to Purchaser in accordancewith Section 7.1(a), and Purchaser will pay to Seller at Closing as an additionto the Purchase Price an amount equal to any of Purchaser’s pro rata share ofNew Tenant Costs paid by Seller.  Forpurposes of calculating Purchaser’s pro rata share of New Tenant Costs,Purchaser shall be charged the same percentage of such costs as the percentageof the Lease’s rent term that is scheduled to occur post-Closing.  Accordingly, by way of example, if onehundred percent (100%) of the rent term is scheduled to occur post-Closing,Purchaser’s pro rata share of New Tenant Costs for such Lease would be onehundred percent (100%), whereas, if five percent (5%) of the rent term hasoccurred prior to the Closing Date, Seller shall be responsible for fivepercent (5%) of the New Tenant Costs and Purchaser shall be responsible forninety-five percent (95%). Notwithstanding any provision of this Section 10.4 to the contrary,except as set forth on **Exhibit R**annexed hereto and made a part hereof, Seller will be solely responsible forany leasing commissions, tenant improvement costs or other expendituresincurred or to be incurred in connection with any Lease executed before theEffective Date except to the extent that a credit against the Purchase Price isgranted to Purchaser at Closing (in which event, Purchaser shall be responsibleto pay for such item).  Purchaser shallsolely be responsible for the payment or, to the extent previously paid bySeller, the reimbursement to Seller, of the Lease expenses set forth on **Exhibit R**.  Seller shall deliver to Purchaser evidence ofthe due payment of all of the Lease expenses set forth on **Exhibit R**for which Seller is seeking reimbursement. Notwithstanding anything to contrary contained herein, Seller will besolely responsible for the costs of any contracts with affiliates of Seller andthe compensation and benefits of the Company California Employees that accruebefore the Closing Date.

## **Section10.5         Costs of Title Company andClosing Costs**. Costs of the Title Company andother Closing costs incurred in connection with the Closing will be allocatedas follows:

### (a)           Seller shall pay (i) Seller’s attorney’s fees;(ii) one-half (1/2) of escrow fees, if any; (iii) the cost ofendorsements to cure any of Purchaser’s Title Objections with respect to theTitle Policy to the extent that Seller agreed to cure them pursuant to thisAgreement; (iv) any real property transfer taxes; and (v) the cost of recordingdischarges of any liens and encumbrances.

### (b)           Purchaser shall pay (i) the costs of recording theDeed to the Property and all other documents other than discharges of liens andencumbrances; (ii) all premiums for the Title Policy or endorsements ordeletions (other than the cost of endorsements to cure Purchaser’s TitleObjections to the extent that Seller agreed to cure them pursuant to thisAgreement), including, without limitation, the deletion of the surveyexception, to the Title Policy that are desired by Purchaser; (iii) allpremiums and other costs for any mortgagee policy of title insurance, if any,including but not limited to any endorsements or deletions; (iv) Purchaser’sattorney’s fees; (v) one-half (1/2) of escrow fees, if any and(vi) the costs of the Updated Survey.

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

## **Section10.6         Post-Closing Delivery ofTenant Notice Letters**.  Immediately following Closing, Purchaser willdeliver to each Tenant a Tenant Notice Letter, as described inSection 10.2(e).

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## **Section10.7         Like-Kind Exchange****. **In the event that Seller and/orPurchaser shall elect to effectuate the Closing as part of a “like-kind”exchange under Section 1031 of the Code, each party agrees to cooperatewith and assist the other in all reasonable respects (at no cost other thanincidental attorneys’ fees) in order that the exchange so qualifies as a “like-kind”exchange under Section 1031 of the Code and the Treasury Regulationspromulgated, or to be promulgated, thereunder. If either party, or anymember/shareholder of either party (the “**ExchangingParty**”), so elects, the other party (the “**Cooperating Party**”) shall execute such documents identified atleast ten (10) days prior to the scheduled Closing Date and take such action asmay be reasonably necessary in order to effectuate this transaction as alike-kind exchange; provided, however, that: (i) the Cooperating Party’s cooperation hereunder shall be without cost,expense or liability to the Cooperating Party of any kind or character otherthan attorneys’ fees, costs or expenses incurred in connection with the reviewof customary documentation in order to effectuate such like-kind exchange, andthe Cooperating Party shall have no obligation to take title to any other realproperty; (ii) the Exchanging Party shall assume all risks in connection withthe designation, selection and setting of terms of the purchase or sale of anyexchange property; (iii) except as set forth above, the Exchanging Party shallbear all costs and expenses in connection with any such exchange transaction inexcess of the costs and expenses which would have otherwise been incurred inacquiring or selling the Property by means of a straight purchase, so that thenet effect to the Cooperating Party shall be otherwise identical to that whichwould have resulted had this Agreement closed on a purchase and sale; (iv)there shall be no delay in the Scheduled Closing Date resulting from suchexchange by the Exchanging Party; (v) any documents to effectuate such exchangetransaction shall have no practical effect on terms and conditions contained inthis Agreement; and (vi) the Exchanging Party shall indemnify, defend and holdthe Cooperating Party harmless from any and all claims, demands, penalties,loss, causes of action, suits, risks, liability, costs or expenses of any kindor nature (including, without limitation, reasonable attorneys’ fees) which theCooperating Party may incur or sustain, directly or indirectly, related to orin connection with, or arising out of, the consummation of this transaction asa like-kind exchange as contemplated hereunder.

**Section 10.8     ConversionOf Phelan into Residential Condominium.** Notwithstanding any provision contained or implied herein to the contrary,Purchaser****specificallyacknowledges and agrees with Seller that, as additional consideration to Sellerfor entering into this Agreement and conveying the Property to Purchaser,should Purchaser initiate the conversion of Phelan into a residentialcondominium project within a three (3) year period commencing on the ClosingDate, then Purchaser shall pay to Seller as additional Purchase Priceconsideration (the **“Additional SaleConsideration”**) an amount equal to the lesser of ten percent (10%)of the net profits earned by Purchaser as a result of such conversion and FiveMillion Dollars ($5,000,000). In connection with the foregoing, at ClosingPurchaser and Seller will enter into and deliver an agreement to document andevidence the continuing obligation of Purchaser in the form attached hereto as **Exhibit S**  (the **“Additional Sale Consideration Agreement”**).The obligation of Purchaser to pay the Condo Conversion ParticipationConsideration will run with the land and be binding upon any successors andassigns of Purchaser. In connection with this obligation, at Closing Purchaserand Seller will enter into, deliver and record against Phelan a memorandum ofthe Additional Sale Consideration Agreement

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# **ARTICLEXI**

**CONDEMNATIONAND CASUALTY**

## **Section11.1         Casualty**.  If, prior to the Closing Date, (i) all or aSignificant Portion of the Real Property and Improvements is destroyed ordamaged by fire or other casualty, or (ii) if (a) a Major Tenant is permittedto terminate its Lease with respect to a certain Property, or (b) the cost torepair any certain Property exceedsfifteen percent (15%) of the allocated Purchase Price for such Property setforth on **ExhibitK**, Seller will notifyPurchaser of such casualty.  Withrespect to subsection (i) above, Purchaser shall have the option to terminatethis Agreement upon notice to Seller given not later than fifteen (15) daysafter receipt of Seller’s notice.  Withrespect to subsection (ii) above, Purchaser shall thereafter be entitled toterminate this Agreement as to such Property and shall only be required topurchase the remaining Property on the terms, conditions and provisions of thisAgreement as if this Agreement had never included the damaged Property, withthe Purchase Price to be reduced by the allocated Purchase Price for such Property. If this Agreement is terminated with respect to such damagedProperty, neither Seller nor Purchaser shall have any further obligations underthis Agreement with respect to such Property as to which the terminationapplies other than the Termination Surviving Obligations with respect to suchProperty.  If this Agreement isterminated, the Earnest Money Deposit and all interest accrued thereon will bereturned to Purchaser and thereafter neither Seller nor Purchaser will have anyfurther rights or obligations to the other hereunder except with respect to theTermination Surviving Obligations.  IfPurchaser does not elect to terminate this Agreement or does not have the rightto do so pursuant to the foregoing provisions of this Section 11.1, Seller willnot be obligated to repair such damage or destruction but (a) Seller willassign and turn over to Purchaser the insurance proceeds net of reasonablecollection costs (or if such have not been awarded, all of its right, title andinterest therein) payable with respect to such fire or other casualty up to theamount of the allocated Purchase Price and (b) the parties will proceed toClosing pursuant to the terms hereof without abatement of the Purchase Price,except that Purchaser will receive credit for the insurance deductible amount.  In the event Seller elects to perform anyrepairs as a result of a casualty, Seller will be entitled to deduct its costsand expenses from any amount to which Purchaser is entitled under thisSection 11.1, which right shall survive the Closing.

## **Section11.2         Condemnation of Property**.  In the event of (a) any condemnation orsale in lieu of condemnation of all of the Property; or (b) anycondemnation or sale in lieu of condemnation of greater than twenty-fivepercent (25%) of the fair market value of the Property prior to the Closing,Purchaser will have the option, to be exercised within fifteen (15) days afterreceipt of notice of such condemnation or sale, of terminating Purchaser’sobligations under this Agreement.  In theevent that either (i) any condemnation or sale in lieu of condemnation ofthe Property is for less than twenty-five percent (25%) of the fair marketvalue of the Property, or (ii) Purchaser does not terminate this Agreementpursuant to the preceding sentence, Seller will assign to Purchaser any and allclaims for the proceeds of such condemnation or sale to the extent the same areapplicable to the Property, and Purchaser will take title to the Property withthe assignment of such proceeds and subject to such condemnation and withoutreduction of the Purchase Price.  ShouldPurchaser elect to terminate Purchaser’s obligations under this Agreement underthe provisions of this Section 11.2, the Earnest Money Deposit and anyinterest thereon will be returned to Purchaser and neither Seller nor Purchaserwill have any further obligation under this Agreement, except for theTermination Surviving Obligations. Notwithstanding anything to the contrary herein, if any eminent domainor condemnation proceeding is instituted (or notice of same is given) solelyfor the taking of any subsurface rights for utility easements or for anyright-of-way easement, and the surface may, after such taking, be

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## used in substantially the same manner asthough such rights have not been taken, Purchaser will not be entitled toterminate this Agreement, but any award resulting therefrom will be assigned toPurchaser at Closing and will be the exclusive property of Purchaser uponClosing.  Notwithstanding anything to thecontrary set forth herein, in the event of any condemnation or sale in lieu ofcondemnation of any certain Property (i) exceeds fifteen percent (15%) of theallocated Purchase Price of such Property (as set forth on **Exhibit K**) condemned or sold in lieu of condemnation,(ii) permits a Major Tenant to terminate its Lease with respect to suchProperty, or (iii) results in a loss of access to such Property, Seller shallnotify Purchaser of the same.  Insuch event, Purchaser shall thereafter be entitled to terminate this Agreementas to such Property and shall only be required to purchase the remainingProperty on the terms, conditions and provisions of this Agreement as if thisAgreement had never included the condemned Property, with the Purchase Price tobe reduced by the allocated Purchase Price of such Property as set forth on **Exhibit K.**

# **ARTICLEXII**

**CONFIDENTIALITY**

## **Section12.1         Confidentiality**.Seller and Purchaser each expressly acknowledge and agree that the transactionscontemplated by this Agreement and the terms, conditions, and negotiationsconcerning the same will be held in the strictest confidence by each of themand will not be disclosed by either of them except to their respective legalcounsel, accountants, consultants, officers, partners, and directors and anyother of Purchaser’s Permitted Outside Parties, and except and only to theextent that such disclosure may be necessary for their respective performanceshereunder, and Purchaser shall indemnify and hold Seller harmless from andagainst any breach by such individuals or entities of the confidentialityprovisions applicable to Purchaser under this Agreement.  Purchaser further acknowledges and agreesthat, unless and until the Closing occurs, all information obtained byPurchaser in connection with the Property will not be disclosed by Purchaser toany third persons without the prior written consent of Seller.  Nothing contained in this Article XIIwill preclude or limit either party to this Agreement from disclosing oraccessing any information otherwise deemed confidential under thisArticle XII response to lawful process or subpoena or other valid orenforceable order of a court of competent jurisdiction or any filings withgovernmental authorities required by reason of the transactions provided forherein pursuant to advice of counsel. Nothing in this Article XII willnegate, supersede or otherwise affect the obligations of the parties under theConfidentiality Agreement.  In addition,after the Closing, any press release with respect to the transaction will bemade only in the form approved by Purchaser and Seller and their respectivecounsel, which approval shall not be unreasonably withheld, conditioned ordelayed.  The provisions of thisArticle XII will survive the Closing or any termination of this Agreement.

# **ARTICLEXIII**

**REMEDIES**

## **Section 13.1         Defaultby Seller**. In the event the Closing and the transactions contemplated hereby do notoccur as herein provided by reason of any default of Seller, Purchaser may, asPurchaser’s sole and exclusive remedy, elect by notice to Seller within ten(10) Business Days following the Scheduled Closing Date, either of thefollowing: (a) to terminate this Agreement, in which event Purchaser willreceive from the Escrow Agent the Earnest Money

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## Deposit, together with all interest accrued thereon, whereupon Sellerand Purchaser will have no further rights or obligations under this Agreement,except with respect to the Termination Surviving Obligations; or (b)   enforce specific performance of Seller’sobligation to execute the documents required to convey the Property toPurchaser, it being understood and agreed that the remedy of specificperformance shall not be available to enforce any other obligation of Sellerhereunder.  Except as expressly set forthin this Section 13.1, Purchaser expressly waives its rights to seek damages inthe event of Seller’s default hereunder. Purchaser shall be deemed to have elected to terminate this Agreementand receive back the Earnest Money Deposit if Purchaser fails to file suit forspecific performance against Seller in an appropriate court in the City andCounty of San Francisco on or before forty-five (45) days following theScheduled Closing Date.  Notwithstandingthe foregoing, Seller and Purchaser agree that in the event that Purchaser isunable to obtain specific performance, then in such event, Purchaser shall inthe alterative have the right to commence an actionagainst Seller for damages for Seller’s breach and default under thisAgreement; provided, however, (that in addition to Purchaser being entitled toreceive the prompt return of its Earnest Money Deposit with interest), Seller’sliability for damages shall not exceed the amount of the Earnest Money Depositposted with Escrow Agent at such time.  Notwithstandingthe foregoing, nothing contained in this Section 13.1 will limit Purchaser’sremedies at law, in equity or as herein provided in pursuing remedies of abreach by Seller of any of the Termination Surviving Obligations.

## **Section13.2         Default by Purchaser**.  In the event the Closing and the consummationof the transactions contemplated herein do not occur as provided herein byreason of any default of Purchaser, Purchaser and Seller agree it would beimpractical and extremely difficult to establish with precision the damageswhich Seller may suffer.  Purchaser andSeller hereby agree that (a) an amount equal to the Earnest Money Deposit,together with all interest accrued thereon, is a reasonable estimate of thetotal net detriment Seller would suffer in the event Purchaser defaults andfails to complete the purchase of the Property, and (b)     such amount will be the full, agreed and liquidated damages forPurchaser’s default and failure to complete the purchase of the Property, andwill be Seller’s sole and exclusive remedy (whether at law or in equity) forany default of Purchaser resulting in the failure of consummation of theClosing, whereupon this Agreement will terminate and Seller and Purchaser willhave no further rights or obligations hereunder, except with respect to theTermination Surviving Obligations.  Thepayment of such amount as liquidated damages is not intended as a forfeiture orpenalty but is intended to constitute liquidated damages to Seller.Notwithstanding the foregoing, nothing contained herein will limit Seller’sremedies at law, in equity or as herein provided in the event of a breach byPurchaser of any of the Termination Surviving Obligations.

ACKNOWLEDGEMENT OF PROVISIONS OF SECTION 13.2:

 
| SELLER’S INITIALS | /s/ MEH |   | PURCHASER’S INITIALS | /s/ DA |   |
|------------------------|---------|--------|---------------------------|--------|--------|

 

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**ARTICLE XIV**

**NOTICES**

## **Section14.1         Notices**.

### (a)           All notices or other communications required or permittedhereunder shall be in writing, and shall be given by any nationally recognizedovernight delivery service with proof of delivery, or by facsimile transmission(provided that such facsimile is confirmed by the sender by overnight deliveryservice in the manner previously described), sent to the intended addressee atthe address set forth below, or to such other address or to the attention ofsuch other person as the addressee will have designated by written notice sentin accordance herewith. Unless changed in accordance with the precedingsentence, the addresses for notices given pursuant to this Agreement will be asfollows:

| If to Purchaser: | Westcore Properties AC, LLC                       |
|------------------|---------------------------------------------------|
|             | 4445 Eastgate Mall, Suite 210                     |
|             | San Diego, California 92121                       |
|             | Attn.: Mr. Don Ankeny                             |
|             | (858) 625 – 4100 (tele.)                     |
|             | (858) 678 – 0060 (fax)                       |
|             |                                              |
|             |                                              |
| with a copy to : |                                              |
|             |                                              |
|             | Pircher, Nichols  & Meeks                     |
|             | 1925 Century  Park East, Suite 1700               |
|             | Los Angeles,  California 90067                    |
|             | Attention: Real  Estate Notices (MES/EBS/4422-48) |
|             | (310) 201-8900 (tele.)                            |
|             | (310) 201-8922 (fax)                              |
|             |                                              |
|             |                                              |
| If 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                                               |

 

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|                  | Roger W. Thomas,  Esq.                                                                       |
|------------------|----------------------------------------------------------------------------------------------|
|             | (908) 272-2612 (tele.)                                                                       |
|             | (908) 497-0485 (fax)                                                                         |
|             |                                                                                         |
| If Escrow Agent: | LandAmerica Financial Group, Inc.                                                            |
|             | Commercial Services                                                                          |
|             | One Market,  Spear Tower, Suite 1850                                                         |
|             | San Francisco, California 94105                                                              |
|             | Attn: Carol Carozza                                                                          |
|             |          Vice President & Sr. Commercial  Closer |
|             | (415) 247-2421  (tele.)                                                                      |
|             | (415) 512-0146 (fax)                                                                         |

 

### (b)           Notices given by (i) overnight delivery service asaforesaid shall be deemed received and effective on the first business dayfollowing such dispatch and (ii) facsimile transmission as aforesaid shallbe deemed given at the time and on the date of machine transmittal providedsame is sent and confirmation of receipt is received by the sender prior to4:00 p.m. (EST) on a Business Day (if sent later or on a non-Business Day, thennotice shall be deemed given on the next Business Day).  Notices may be given by counsel for theparties described above, and such notices shall be deemed given by said party,for all purposes hereunder.

# **ARTICLEXV**

**ASSIGNMENTAND BINDING EFFECT**

## **Section15.1         Assignment: Binding Effect**.  Purchaser will not have the right to assignthis Agreement, except to an affiliate or affiliates of Westcore Properties AC,LLC.  In the event of such an assignment,the Purchaser named herein shall continue to be liable for the performance ofPurchaser’s obligations hereunder.

# **ARTICLEXVI**

**BROKERAGE**

## **Section16.1         Brokers**.  Purchaser and Seller represent that they havenot dealt with any brokers, finders or salesmen, in connection with thistransaction, or, if either Purchaser or Seller has dealt with any such broker,finder or salesman, such party agrees to pay any fee or commission in connectiontherewith and agrees to indemnify, defend and hold other the party harmlessfrom and against any and all loss, cost, damage, liability or expense,including reasonable attorneys’ fees, which either party may sustain, incur orbe exposed to by reason of any claim for fees or commissions made through theother party.  The provisions of thisArticle XVI will survive any Closing or termination of this Agreement.

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# **ARTICLEXVII**

**ESCROWAGENT**

## **Section17.1         Escrow**.

### (a)           Subject to the provisions of Section 4.1 above, EscrowAgent will hold the Earnest Money Deposit in escrow in an interest-bearingaccount of the type generally used by Escrow Agent for the holding of escrowfunds until the earlier of (i) the Closing, or (ii) the terminationof this Agreement in accordance with any right hereunder.  All interest earned on the Earnest MoneyDeposit shall be paid to the party entitled to the Earnest Money Deposit.  In the event this Agreement is terminatedprior to the expiration of the Evaluation Period, the Earnest Money Deposit andall interest accrued thereon will be returned by the Escrow Agent toPurchaser.  In the event the Closingoccurs, the Earnest Money Deposit and all interest accrued thereon will bereleased to Seller, and Purchaser shall receive a credit against the PurchasePrice in the amount of the Earnest Money Deposit, including the interest.  In all other instances, Escrow Agent shallnot release the Earnest Money Deposit to either party until Escrow Agent hasbeen requested by Seller or Purchaser to release the Earnest Money Deposit andhas given the other party five (5) Business Days to dispute, or consent to, therelease of the Earnest Money Deposit. Purchaser represents that its tax identification number, for purposes ofreporting the interest earnings, is 16-1632621. Seller represents that theirtax identification number, for purposes of reporting the interest earnings, is94-3290210 for Phelan Realty, and 22-3654950 for Folsom Realty.

### (b)           Escrow Agent shall not be liable to any party for any actor omission, except for bad faith, negligence or willful misconduct, and theparties agree to indemnify Escrow Agent and hold Escrow Agent harmless from anyand all claims, damages, losses or expenses arising in connection herewith.  The parties acknowledge that Escrow Agent isacting solely as stakeholder for their mutual convenience.  In the event Escrow Agent receives writtennotice of a dispute between the parties with respect to the Earnest MoneyDeposit and the interest earned thereon (the **“EscrowedFunds”**), Escrow Agent shall not be bound to release and deliver theEscrowed Funds to either party but may either (i) continue to hold theEscrowed Funds until otherwise directed in a writing signed by all partieshereto or (ii) deposit the Escrowed Funds with the clerk of the DenverDistrict Court.  Upon such deposit,Escrow Agent will be released from all duties and responsibilitieshereunder.  Escrow Agent shall have theright to consult with separate counsel of its own choosing (if it deems suchconsultation advisable) and shall not be liable for any action taken, sufferedor omitted by it in accordance with the advice of such counsel.

### (c)           Escrow Agent shall not be required to defend any legalproceeding which may be instituted against it with respect to the EscrowedFunds, the Property or the subject matter of this Agreement unless requested todo so by Purchaser or Seller and is indemnified to its satisfaction against thecost and expense of such defense.  EscrowAgent shall not be required to institute legal proceedings of any kind andshall have no responsibility for the genuineness or validity of any document orother item deposited with it or the collectibility of any check delivered inconnection with this Agreement.  EscrowAgent shall be fully protected in acting in accordance with any writteninstructions given to it hereunder and believed by it to have been signed bythe proper parties.

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# **ARTICLEXVIII**

**MISCELLANEOUS**

## **Section18.1         Waivers**.  No waiver of any breach of any covenant orprovisions contained herein will be deemed a waiver of any preceding orsucceeding breach thereof, or of any other covenant or provision containedherein.  No extension of time forperformance of any obligation or act will be deemed an extension of the timefor performance of any other obligation or act.

## **Section18.2         Recovery of Certain Fees**.  In the event a party hereto files any actionor suit against another party hereto by reason of any breach of any of thecovenants, agreements or provisions contained in this Agreement, then in thatevent the prevailing party will be entitled to have and recover certain feesfrom the other party including all reasonable attorneys’fees and costs resulting therefrom. Forpurposes of this Agreement, the term “attorneys’ fees” or “attorneys’ fees andcosts” shall mean the fees and expenses of counsel to the parties hereto, whichmay include printing, photocopying, duplicating and other expenses, air freightcharges, and fees billed for law clerks, paralegals and other persons not admittedto the bar but performing services under the supervision of an attorney, andthe costs and fees incurred in connection with the enforcement or collection ofany judgment obtained in any such proceeding. The provisions of this Section 18.2 shall survive the entry of anyjudgment, and shall not merge, or be deemed to have merged, into any judgment.

## **Section18.3         Construction**.  Headings at the beginning of eachArticle and Section are solely for the convenience of the parties andare not a part of this Agreement. Whenever required by the context of this Agreement, the singular willinclude the plural and the masculine will include the feminine and viceversa.  This Agreement will not beconstrued as if it had been prepared by one of the parties, but rather as ifboth parties had prepared the same.  Allexhibits and schedules referred to in this Agreement are attached andincorporated by this reference, and any capitalized term used in any exhibit orschedule which is not defined in such exhibit or schedule will have the meaningattributable to such term in the body of this Agreement.  In the event the date on which Purchaser orSeller is required to take any action under the terms of this Agreement is nota Business Day, the action may be taken on the next succeeding Business Day.

## **Section18.4         Counterparts**.  This Agreement may be executed in multiplecounterparts, each of which, when assembled to include an original signaturefor each party contemplated to sign this Agreement, will constitute a completeand fully executed original.  All suchfully executed original counterparts will collectively constitute a singleagreement.  If a party to this Agreementdelivers via telecopier or pdf e-mail a copy of this Agreement executed by suchparty, it shall have the same legal effect as the delivery of an originalexecuted counterpart of the Agreement.

## **Section18.5         Severability**.  If any term or other provision of thisAgreement is invalid, illegal, or incapable of being enforced by any rule oflaw or public policy, all of the other conditions and provisions of thisAgreement will nevertheless remain in full force and effect, so long as theeconomic or legal substance of the transactions contemplated hereby is notaffected 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 ingood faith to modify this Agreement so as to reflect the original intent of theparties as closely as possible in an acceptable manner to the end that thetransactions contemplated hereby are fulfilled to the extent possible.

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## **Section 18.6         EntireAgreement**. This Agreement is the final expression of, and contains the entireagreement between, the parties with respect to the subject matter hereof, andsupersedes all prior understandings with respect thereto.  This Agreement may not be modified, changed,supplemented or terminated, nor may any obligations hereunder be waived, exceptby written instrument, signed by the party to be charged or by its agent dulyauthorized in writing, or as otherwise expressly permitted herein.

## **Section 18.7         GoverningLaw**.  THISAGREEMENT WILL BE CONSTRUED, PERFORMED AND ENFORCED IN ACCORDANCE WITH THE LAWSOF THE STATE IN WHICH THE PROPERTY IS LOCATED. SELLER AND PURCHASER HEREBY IRREVOCABLY SUBMIT TO THE JURISDICTION OFTHE APPROPRIATE COURT IN THE CITY AND COUNTY OF SAN FRANCISCO IN ANY ACTION ORPROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND HEREBY IRREVOCABLYAGREE THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING SHALL BE HEARDAND DETERMINED IN SUCH COURT.

## **Section 18.8         NoRecording**. The parties hereto agree that neither this Agreement nor any affidavitor memorandum concerning it will be recorded and any recording of thisAgreement or any such affidavit or memorandum by Purchaser will be deemed adefault by Purchaser hereunder.

## **Section 18.9         FurtherActions**. The parties agree to execute suchinstructions to the Title Company and such other instruments and to do suchfurther acts as may be reasonably necessary to carry out the provisions of thisAgreement.

## **Section 18.10       Exhibits**.  The following sets forth a list of Exhibitsto the Agreement:

Exhibit A -             Assignment

Exhibit B -              Assignment of Leases

Exhibit C -              Bill of Sale

Exhibit D -              Legal Description of Real Property

Exhibit E -              Service Contracts

Exhibit F -              Lease Schedule

Exhibit G -              Form of Tenant Estoppel Certificate

Exhibit G-1-            Form of Kiosk Tenant EstoppelCertificate

Exhibit H -              Existing Surveys

Exhibit I -               Suits and Proceedings

Exhibit J -               Certificate as to Foreign Status

Exhibit K -              Purchase Price Allocation

Exhibit L -              Market Rents

Exhibit M -             List of Environmental Reports

Exhibit N -              List of Company CaliforniaEmployees

Exhibit O -                                         ArrearageSchedule, Material Non-Monetary Defaults and Uncured Default Notices

Exhibit P -              Real Estate Tax Appeals

Exhibit Q -              Leasing Commission Agreements

Exhibit R -              Purchaser’s Tenant Expenses

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Exhibit S -              Additional Sale ConsiderationAgreement

Exhibit T -              Commercial Property Owner’s Guideto Earthquake Safety

Exhibit U -              Grant Deed

## **Section 18.11       NoPartnership**. Notwithstanding anything to the contrary contained herein, thisAgreement shall not be deemed or construed to make the parties hereto partnersor joint venturers, it being the intention of the parties to merely create therelationship of Seller and Purchaser with respect to the Property to beconveyed as contemplated hereby.

## **Section 18.12       Limitationson Benefits**. It is the explicit intention of Purchaser and Seller that no person orentity other than Purchaser, Seller, Seller’s Affiliates and the CompanyCalifornia Employees with respect to Section 7.3 and their permitted successorsand assigns is or shall be entitled to bring any action to enforce anyprovision of this Agreement against any of the parties hereto, and thecovenants, undertakings and agreements set forth in this Agreement shall besolely for the benefit of, and shall be enforceable only by, Purchaser, Sellerand Seller’s Affiliates and the Company California Employees with respect toSection 7.3 or their respective successors and assigns as permittedhereunder.  Except as set forth in thisSection 18.12, nothing contained in this Agreement shall under any circumstanceswhatsoever be deemed or construed, or be interpreted, as making any third party(including, without limitation, any broker) a beneficiary of any term orprovision of this Agreement or any instrument or document delivered pursuanthereto, and Purchaser and Seller expressly reject any such intent, constructionor interpretation of this Agreement.

## **Section 18.13       Dischargeof Obligations.  **Theacceptance of the Deed by Purchaser shall be deemed to be a full performanceand discharge of every representation and warranty made by Seller herein andevery agreement and obligation on the part of Seller to be performed pursuantto the provisions of this Agreement, except those which are herein specificallystated to survive the Closing.

## **Section 18.14      ****Catastrophic Unavailability of Wire Transfers**.  In the event that on the date on which a wiretransfer of monies is required under this Agreement the Federal Reserve wiretransfer system is not operating as a result of some catastrophic damage to thesystem, then the period for tendering payment hereunder shall be extended fortwo (2) Business Days, and Seller agrees that it shall accept another form oflegal tender of United States dollars at such time.

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

 
| ** ** | **PURCHASER:**                                                           |
|------------|--------------------------------------------------------------------------|
| ** ** |                                                                     |
|       | WESTCORE  PROPERTIES AC, LLC                                             |
|       |                                                                     |
|       |                                                                     |
|       | By:                                                                      |   | /s/ Donald Ankeny |   |
|       | Name:                                                                    |   | Donald Ankeny |   |
|       | Title:                                                                   |   | President |   |
|       |                                                                     |   |
|       |                                                                     |   |
| ** ** | **SELLER:**                                                              |
| ** ** | ** **                                                               |
|       | PHELAN REALTY  ASSOCIATES L.P., a  California limited partnership        |
|       | By: Mack-Cali  Sub VI, Inc., a Delaware  corporation, as General Partner |
|       |                                                                     |
|       |                                                                     |
|       | By:                                                                      | /s/ Mitchell E.  Hersh |   |
|       |                                                                     | Mitchell E.  Hersh |
|       |                                                                     | President and Chief Executive Officer |
|       |                                                                     |
|       | 795 FOLSOM  REALTY ASSOCIATES L.P., a  California limited partnership    |
|       | By: Mack-Cali  Sub VI, Inc., a Delaware  corporation, as General Partner |
|       |                                                                     |
|       |                                                                     |
|       | By:                                                                      | /s/ Mitchell E.  Hersh |   |
|       |                                                                     | Mitchell E.  Hersh |
|       |                                                                     | President and Chief Executive Officer |
|       |                                                                     |
| ** ** | **As to Article XVII  only:**                                       |
| ** ** | ** **                                                               |
| ** ** | **ESCROW  AGENT:**                                                       |
|       |                                                                     |
|       | COMMONWEALTH  LAND TITLE                                                 |
|       |                                                                     |
|       |                                                                     |
|       | By:                                                                      |   | /s/ Carol Carozza |   |
|       | Name:                                                                    |   | Carol Carozza |   |
|       | Title:                                                                   |   | Vice President |   |
|            |                                                                          |  |  |  |  |  |  |

 

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