Exhibit
10.132


New
Jersey


Loan
No. 338136


NORTHWESTERN PROMISSORY
NOTE




$120,000,000.00Dated
as of October 28, 2008




For value
received, the undersigned, herein called “Borrowers”, promise to pay to the
order of THE NORTHWESTERN
MUTUAL LIFE INSURANCE COMPANY (“Northwestern”), a Wisconsin corporation,
who, together with any subsequent holder of this note (hereinafter, this
“Note”), is hereinafter referred to as “Lender”, at 720 E. Wisconsin Avenue,
Milwaukee, WI 53202 or at such other place as Lender shall designate in writing,
in coin or currency which, at the time or times of payment, is legal tender for
public and private debts in the United States, the principal sum of ONE HUNDRED
TWENTY MILLION DOLLARS plus interest on the outstanding principal balance at the
rate and payable as follows:




Interest
shall accrue from the date of advance until maturity at the rate of six and
eighty hundredths percent (6.80%) per annum (the “Interest Rate”).




Accrued
interest only on the amount advanced shall be paid on the first day of the month
following the date of advance (the “Amortization Period Commencement
Date”).  On the first day of the following month and on the first day
of each month thereafter until maturity, installments of principal and interest
shall be paid in the amount of $782,311.00.  In the event a payment
date falls on a weekend or a legal holiday, the payment shall be due on the
preceding business day.




Interest
will be calculated assuming each month contains thirty (30) days and each
calendar year contains three hundred sixty (360) days.  In the event
of a partial month, however, interest for such partial month will be calculated
based on the actual number of days the principal balance of this Note is
outstanding in the month and the actual number of days in the calendar
year.




Payments
shall be made directly to the Servicer, as defined in the Lien Instrument (as
hereinafter defined), by electronic transfer of funds using the Automated
Clearing House System.  Northwestern is the initial
Servicer.  Borrowers shall have no liability to Lender or New York
Life Insurance Company (the “Co-Lender”) in the event of the misapplication of
payments by the Servicer.  All installments shall be applied first in
payment of interest, calculated monthly on the unpaid principal balance, and the
remainder of each installment shall be applied in payment of
principal.  The entire unpaid principal balance plus accrued interest
thereon shall be due and payable on November 1, 2018 (the “Maturity
Date”).






1






Provided
Lender has no further obligation to advance principal under this Note to
Borrowers, Borrowers shall have the right, upon not less than ten (10) business
days prior written notice, beginning on the first anniversary of the advance of
funds of paying this Note in full with a prepayment fee.  Borrowers’
failure to prepay within twenty (20) business days of the date of Borrowers’
written notice of prepayment shall be deemed a withdrawal of Borrowers’ notice
of prepayment, and Borrowers shall be required to submit another written notice
of prepayment pursuant to the terms and conditions set forth in this Note if
Borrowers thereafter elect to prepay this Note.  This prepayment fee
represents consideration to Lender for loss of yield and reinvestment costs and
shall also be payable (only if collected from the condemning authority as will
be set forth in a side letter between Borrowers, Lender and Co-Lender) whenever
prepayment occurs as a result of the application of Condemnation Proceeds, as
defined in the Lien Instrument (as hereinafter defined), provided, however, that the
side letter shall be binding upon all successors and assigns of
Lender.  The prepayment fee shall be the greater of Yield Maintenance
or one percent (1%) of the outstanding principal balance of this
Note.




“Yield
Maintenance” means the amount, if any, by which




(i)  the
present value of the Then Remaining Payments (as hereinafter defined) calculated
using a periodic discount rate (corresponding to the payment frequency under
this Note) which, when compounded for such number of payment periods in a year,
equals the linearly interpolated per annum effective yield of the two (2) Most
Recently Auctioned United States Treasury Obligations (as hereinafter defined)
having maturity dates most nearly equivalent to the Average Life Date (as
hereinafter defined) as reported by The Wall Street
Journal (“WSJ”) dated one (1) business day prior to the date of
prepayment (except that the WSJ Weekend Edition shall be used in lieu of the
Monday WSJ provided the previous business day’s Treasury yields are published
therein); exceeds




(ii)  the
outstanding principal balance of this Note (exclusive of all accrued
interest).




If such
United States Treasury obligation yields shall not be reported as of such time
or the yields reported as of such time shall not be ascertainable, then the
periodic discount rate shall be equal to the linearly interpolated per annum
effective yield of the two (2) Treasury Constant Maturity Series yields having
maturity dates most nearly equivalent to the Average Life Date reported, for the
latest day for which such yields shall have been so reported, as of one (1)
business day preceding the prepayment date, in Federal Reserve Statistical
Release H.15 (519) (or any comparable successor publication) for actively traded
United States Treasury obligations.






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“Then
Remaining Payments” means payments in such amounts and at such times as would
have been payable subsequent to the date of such prepayment in accordance with
the terms of this Note.




“Most
Recently Auctioned United States Treasury Obligations” means the U.S. Treasury
bonds, notes and bills with maturities of 10 years, 5 years, 2 years and 1 year
which, as of the date the prepayment fee is calculated, were most recently
auctioned by the United States Treasury.




“Average
Life Date” means the date which is the Average Life from the date of
prepayment.




“Average
Life” means the weighted-average time for the return of the then-remaining
principal balance of the Indebtedness (as hereinafter defined) as of the date of
prepayment.




Upon the
occurrence of an Event of Default (as defined in the Lien Instrument) followed
by the acceleration of the whole indebtedness evidenced by this Note, the
payment of such indebtedness will constitute an evasion of the prepayment terms
hereunder and be deemed to be a voluntary prepayment hereof and such payment
will, therefore, to the extent not prohibited by law, include the prepayment fee
required under the prepayment in full right recited above and, if such
prepayment occurs prior to the first anniversary of the date hereof, then such
payment will, to the extent not prohibited by law, include a prepayment fee
equal to the greater of Yield Maintenance or ten percent (10%) of the
outstanding principal balance of this Note.




In the
event of a partial prepayment of this Note for any reason contemplated in the
Loan Documents (as defined in the Lien Instrument), the prepayment fee, if
required, shall be an amount equal to the prepayment fee if this Note were
prepaid in full, multiplied by a fraction, the numerator of which shall be the
principal amount prepaid and the denominator of which shall be the outstanding
principal balance of this Note immediately preceding the partial prepayment
date.




Notwithstanding
the above, this Note may be prepaid in full at any time, without a prepayment
fee, during the last sixty (60) days of the term of this Note, provided that at
the time of prepayment Borrowers are not in default under any provision
contained in the Loan Documents.




Borrowers
acknowledge and agree that the Interest Rate hereunder shall be increased if
certain financial statements and other reports are not furnished to Lender, all
as described in more detail in the section of the Lien Instrument entitled
“Financial
Statements”.






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This Note
and a Promissory Note of even date herewith from Borrowers to Co-Lender in the
amount of One Hundred Twenty Million Dollars (the “NYL Note”) is secured by
certain property (the “Property”) in Jersey City, Hudson County, State of New
Jersey described in a Mortgage and Security Agreement and Financing Statement
(the “Lien Instrument”) of even date herewith executed by M-C PLAZA V L.L.C., a
New Jersey limited liability company, CAL-HARBOR V URBAN RENEWAL ASSOCIATES
L.P., a New Jersey limited partnership, and CAL-HARBOR V LEASING ASSOCIATES
L.L.C., a New Jersey limited liability company, to THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY and NEW YORK LIFE INSURANCE COMPANY.  Any and all
payments made by Borrowers, whether regularly-scheduled installment payments,
voluntary prepayments or otherwise, shall be applied by the Servicer against
this Note and the NYL Note ratably and without preference, pari passu.  Lender
and Co-Lender are hereinafter referred to together as the
“Lenders”.




Upon the
occurrence of an Event of Default (as defined in the Lien Instrument), the whole
unpaid principal hereof and accrued interest shall, at the option of Lender, to
be exercised at any time thereafter, become due and payable at once without
notice, notice of the exercise of, and notice of the intent to exercise, such
option being hereby expressly waived.




All
parties at any time liable, whether primarily or secondarily, for payment of
indebtedness evidenced hereby, for themselves, their heirs, legal
representatives, successors and assigns, respectively, expressly waive
presentment for payment, notice of dishonor, protest, notice of protest, and
diligence in collection; consent to the extension by Lender of the time of said
payments or any part thereof; further consent that the real or collateral
security or any part thereof may be released by Lender, without in any way
modifying, altering, releasing, affecting, or limiting their respective
liability or the lien of the Lien Instrument; and agree to pay reasonable
attorneys’ fees and expenses of collection in case this Note is placed in the
hands of an attorney for collection or suit is brought hereon and Lender
prevails in such suit and any reasonable attorneys’ fees and expenses incurred
by Lender to enforce or preserve its rights under any of the Loan Documents in
any bankruptcy or insolvency proceeding.




All
amounts due Lender including principal and, to the extent permitted by
applicable law, interest not paid when due (without regard to any notice and/or
cure provisions contained in any of the Loan Documents), including principal
becoming due by reason of acceleration by Lender of the entire unpaid balance of
this Note, shall bear interest from the due date thereof until paid at the
Default Rate.  “Default Rate” means the lower of a rate equal to the
interest rate in effect at the time of the default as herein provided plus 5%
per annum or the maximum rate permitted by law.






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In
addition, if Borrower fails to make any payment to Lender when due and the
failure continues for a period of five (5) business days or more, Borrower shall
pay to Lender a late charge equal to three percent (3%) of the delinquent
payment.




No
provision of this Note shall require the payment or permit the collection of
interest, including any fees paid which are construed under applicable law to be
interest, in excess of the maximum permitted by law.  If any such
excess interest is collected or herein provided for, or shall be adjudicated to
have been collected or be so provided for herein, the provisions of this
paragraph shall govern, and Borrowers shall not be obligated to pay the amount
of such interest to the extent that it is in excess of the amount permitted by
law.  Any such excess collected shall, at the option of Lender, unless
otherwise required by applicable law, be immediately refunded to Borrowers or
credited on the principal of this Note, without prepayment fee, immediately upon
Lender’s awareness of the collection of such excess.




Notwithstanding
any provision contained herein, in the Lien Instrument or any of the other Loan
Documents to the contrary, if Lender shall take action to enforce the collection
of the indebtedness evidenced hereby or secured by the Lien Instrument
(collectively, the “Indebtedness”) or to enforce the collection or performance
of any other obligation or liability of Borrowers under any of the other Loan
Documents, its recourse shall, except as provided below, be limited to the
Property or the proceeds from the sale of the Property and the proceeds realized
by Lender in exercising its remedies (i) under the Absolute Assignment (as
defined in the Lien Instrument), (ii) under the Guarantee of Recourse
Obligations of even date herewith executed by Mack-Cali Realty, L.P., a Delaware
limited partnership (the “Principal”) for the benefit of Lender and Co-Lender
and under other separate guarantees, if any, (iii) under any of the other Loan
Documents (as defined in the Lien Instrument), and (iv) in any other collateral
securing the Indebtedness.  If such proceeds are insufficient to pay
the Indebtedness or to pay or perform such other obligation or liability of
Borrowers under any of the other Loan Documents, Lender will never institute any
action, suit, claim or demand in law or in equity against Borrowers for or on
account of such deficiency; provided, however, that the
provisions contained in this paragraph




(i)
            shall
      not in any way affect or impair the validity of the Indebtedness or the
      validity or enforceability of the remedies afforded by the Lien Instrument
      or any other Loan Document; and




(ii)
            shall
      not prevent Lenders from seeking and obtaining a judgment against
      Borrowers, and Borrowers shall be personally liable, for the Recourse
      Obligations.




“Recourse
Obligations” means






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




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




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




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




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




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






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




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




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




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




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




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




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






7






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




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




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




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




It is
understood and agreed that, from time to time, Borrowers may, for their own
purposes and for the benefit of Lenders, identify certain individuals or
entities affiliated with Principal who may severally guarantee such portion of
the Loan as will be set forth in each new guaranty agreement entered into by
each such individual or entity in favor of and delivered to
Lenders.  The new guaranty agreements may be amended, supplemented,
modified, restated or terminated, and the identity of the new guarantors may be
changed by written notice by Borrowers to Lenders from time to time; provided, however, that (a) any
such new guaranty agreements, amendments, supplements, modifications and/or
restatements (collectively, the “Additional Guaranties”) shall be acceptable to
Lenders in form and substance, (b) any Additional Guaranties shall be in
compliance with all applicable laws, (c) any Additional Guaranties shall have no
effect whatsoever on the continuing validity and enforceability of the Loan
Documents including, without limitation, any guaranty required by Lenders of any
of the obligations thereunder including, without limitation, the Guarantee of
Recourse Obligations and the Environmental Indemnity Agreement executed by
Principal in connection with the Indebtedness, or any amendment, supplement,
modification and/or restatement thereof, and (d) Lenders shall have no
obligation to pursue their rights under any Additional Guaranties as a condition
of enforcing any of their remedies with respect to any other Loan Document, or
otherwise, and the guarantors under the Additional Guaranties shall have no
rights of subrogation against the Borrowers or any guarantor of, or obligor
under, any Loan Documents required by Lenders including, without limitation, the
Guarantee of Recourse Obligations and the Environmental Indemnity Agreement
executed by Principal on the Loan Closing Date.






8






It is a
further condition of Lenders accepting any of the Additional Guaranties that an
opinion be provided by Borrowers’ counsel with respect to the validity and the
enforceability of the Loan Documents that shall contain such provisions as
Lenders shall reasonably require with respect to any such Additional Guaranty,
including such counsel’s opinion that any Additional Guaranty shall have no
effect whatsoever on the continuing validity and enforceability of the Loan
Documents including, without limitation, the Guarantee of Recourse Obligations
and the Environmental Indemnity Agreement executed by Principal on the Loan
Closing Date, and that Lenders shall have no obligation to pursue their rights
under any Additional Guaranty as a condition of pursuing any other remedy, or
otherwise.




(Remainder
of page intentionally left blank)





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This Note, the interpretation hereof
and the rights, obligations, duties and liabilities hereunder shall be governed
and controlled by the laws of the State of New York.


M-C PLAZA V L.L.C., a New
Jersey limited liability company




By:       Mack-Cali
Realty, L.P.,


a Delaware limited partnership, its
sole member





By:
            Mack-Cali
      Realty Corporation,


a
      Maryland corporation, its general
partner




By: /s/ Barry
Lefkowitz


Name:
Barry Lefkowitz


Title:
      Executive Vice President and
              Chief Financial
      Officer




CAL-HARBOR V URBAN RENEWAL ASSOCIATES
L.P., a New Jersey limited partnership




By:       Mack-Cali
Sub X, Inc.,


a Delaware corporation, its general
partner




By:
      /s/ Barry
      Lefkowitz


Name:
      Barry Lefkowitz


Title:
      Executive Vice President and
              Chief Financial Officer




CAL-HARBOR V LEASING ASSOCIATES
L.L.C., a New Jersey limited liability company




By:       Mack-Cali
Realty, L.P.,


a Delaware limited partnership, its
sole member




By:
            Mack-Cali
      Realty Corporation,


a
      Maryland corporation, its general
partner




By: /s/ Barry
Lefkowitz


Name:
Barry Lefkowitz


Title:
      Executive Vice President and Chief
              Financial Officer







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