Exhibit
10.131


New
Jersey


NM
Loan No. 338136


NY
Life Loan No. 374-0185


RECORDING
REQUESTED BY









WHEN
RECORDED MAIL TO




The
Northwestern Mutual Life Ins. Co.


720 East
Wisconsin Avenue - Rm N16WC


Milwaukee,
WI 53202


Attn:
Sheila Lawton




SPACE ABOVE THIS LINE FOR
RECORDER’S USE




This
Instrument was prepared by (Carol C. Stern) Attorney, for The Northwestern
Mutual Life Insurance Company, 720 East Wisconsin Ave., Milwaukee, WI 53202 and
New York Life Insurance Company, 51 Madison Ave., New York, NY
10010.




MORTGAGE and SECURITY
AGREEMENT


and FINANCING
STATEMENT




THIS
MORTGAGE and SECURITY AGREEMENT and FINANCING STATEMENT is made as of the
28th
day of October, 2008 between M-C PLAZA V L.L.C., a New
Jersey limited liability company (“Ground Lessor”), CAL-HARBOR V URBAN RENEWAL ASSOCIATES L.P.,
a New Jersey limited partnership (“Ground Lessee” and/or “Master Lessor”) and
CAL-HARBOR V LEASING ASSOCIATES
L.L.C., a New Jersey limited liability company (“Plaza V Leasing” and/or
“Master Lessee”), whose mailing address is c/o Mack-Cali Realty Corporation, 343
Thornall Street, Edison, NJ 08837-2206, herein (whether one or more in number)
collectively called “Mortgagor”, and THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY, a Wisconsin corporation, whose mailing address is 720
E. Wisconsin Avenue, Milwaukee, WI 53202 (“Northwestern Mutual”), and NEW YORK LIFE INSURANCE
COMPANY, a New York mutual insurance company, whose mailing address is
c/o New York Life Investment Management LLC, 51 Madison Avenue, New York, NY
10010 (“New York Life”; Northwestern Mutual and New York Life, herein together
called “Mortgagee”):




WITNESSETH,
That Mortgagor, in consideration of the indebtedness herein mentioned, does
hereby grant, convey, mortgage and warrant unto Mortgagee forever, the following
property (herein referred to collectively as the “Property”):








1








A.
            The
      (i) land in Jersey City, Hudson County, New Jersey, described in Exhibit
      “A” attached hereto and incorporated herein (the “Land”), (ii) the
      leasehold estate in the land created by that certain Ground Lease between
      Harborside Exchange Place Limited Partnership (“HEPLP”) and Plaza V Urban
      Renewal Associates L.P. (“PVURA”) dated December 4, 1995, which lease was
      assigned by HEPLP to Cali Harborside (Fee) Associates L.P. (“Cali
      Harborside (Fee)”, predecessor-in-interest to Ground Lessor) and by PVURA
      to Ground Lessee by separate assignments each dated as of November 1,
      1996, as amended by Amendment to Plaza V Ground Lease dated as of November
      1, 1996 and further amended by Second Amendment to Ground Lease dated as
      of March 29, 1999, and the landlord’s interest in which was conveyed to
      Ground Lessor by Warranty Deed from Cali Harborside (Fee) dated July 27,
      2006 and recorded in the Hudson County Register’s Office in Deed Book
      7967, Page 308 et seq.
      (collectively, the “Ground Lease”), and (iii) the subleasehold interest in
      the Property created by that certain Master Lease between Master Lessor
      and Plaza V Leasing dated as of June 2, 1999 (the “Master Lease”);
      and




B.
            All
      easements, appurtenances, tenements and hereditaments including, but not
      limited to all waters, water rights, water courses, ways, trees, rights,
      liberties and privileges, belonging to or benefiting the Land;
      and




C.
            All
      improvements to the Land including, but not limited to, all buildings,
      structures and improvements now existing or hereafter erected on the Land;
      all fixtures of every description including, but not limited to, all
      engines, boilers, elevators, machinery, heating apparatus, electrical
      equipment, air-conditioning and ventilating equipment, water and gas
      fixtures, which are or may be placed or used upon the Land and which are
      attached to the buildings, structures, improvements or the Land; all of
      which, to the extent permitted by applicable law, shall be deemed an
      accession to the freehold and a part of the realty as between the parties
      hereto; and




D.
            Mortgagor’s
      interest in all articles of personal property of every kind and nature
      whatsoever including, but not limited to, all furniture and easily
      removable equipment now or hereafter located upon the Land or in or on the
      buildings and improvements and now owned or hereafter acquired by
      Mortgagor.








2






Without
limiting the foregoing grants, but subject to the terms and conditions of this
Mortgage, Mortgagor hereby pledges to Mortgagee, and grants to Mortgagee a
security interest in, all of Mortgagor’s present and hereafter acquired right,
title and interest in and to the Property and any and all:




E.
            Cash
      and other funds now or at any time hereafter deposited by or for Mortgagor
      on account of tax, special assessment, replacement or other reserves that
      may be required to be maintained pursuant to the Loan Documents (as
      hereinafter defined) with Mortgagee or a third party, or otherwise
      deposited with, or in the possession of, Mortgagee pursuant to the Loan
      Documents; and




F.
            To
      the extent assignable or to the extent that a valid lien can be created
      with respect thereto, surveys, soils reports, environmental reports,
      guaranties, warranties, architect’s contracts, construction contracts,
      drawings and specifications, applications, permits, surety bonds and other
      contracts relating to the acquisition, design, development, construction
      and operation of the Property; and




G.
            Accounts,
      chattel paper, deposit accounts, instruments, equipment, inventory,
      documents, general intangibles, letter-of-credit rights, investment
      property and all other personal property of Mortgagor, in each case, to
      the extent associated with or arising from the ownership, development,
      operation, use or disposition of any portion of the property described,
      above (including, without limitation, any and all rights in the property
      name “Plaza V”); and




H.
            Present
      and future rights to condemnation awards, insurance proceeds or other
      proceeds at any time payable to or received by Mortgagor on account of the
      Property or any of the foregoing personal
  property.




All
personal property hereinabove described is hereinafter collectively referred to
as the “Personal Property”.




If any of
the Property is of a nature that a security interest therein can be perfected
under the Uniform Commercial Code, this Mortgage shall constitute a security
agreement and financing statement if permitted by applicable law and Mortgagor
authorizes Mortgagee to file a financing statement describing such Property and,
at Mortgagee’s request, agrees to join with Mortgagee in the execution of any
financing statements and to execute any other instruments that may be necessary
or desirable, in Mortgagee’s determination, for the perfection or renewal of
such security interest under the Uniform Commercial Code.






3






TO HAVE
AND TO HOLD the same unto Mortgagee for the purpose of securing:




(a)  Payment
to the order of Northwestern Mutual of the indebtedness evidenced by a
promissory note of even date herewith (and any restatement, extension or renewal
thereof and any amendment thereto) executed by Mortgagor for the principal sum
of ONE HUNDRED TWENTY MILLION DOLLARS, with final maturity no later than
November 1, 2018 and with interest as therein expressed (which promissory note,
as such instrument may be amended, restated, renewed and extended, is
hereinafter referred to as the “Northwestern Note”); and




(b)  Payment
to the order of New York Life of the indebtedness evidenced by a promissory note
of even date herewith (and any restatement, extension or renewal thereof and any
amendment thereto) executed by Mortgagor for the principal sum of ONE HUNDRED
TWENTY MILLION DOLLARS, with final maturity no later than November 1, 2018 and
with interest as therein expressed (which promissory note, as such instrument
may be amended, restated, renewed and extended, is hereinafter referred to as
the “NYL Note”; the Northwestern Note and the NYL Note are together referred to
as the “Notes”); and




(c)  Payment
of all sums that may become due Mortgagee under the provisions of, and the
performance of each agreement of Mortgagor contained in, the Loan
Documents.




“Loan
Documents” means this Mortgage, the Notes, that certain Loan Application dated
as of August 5, 2008 from Mortgagor to Mortgagee and that certain acceptance
letter issued by Mortgagee dated September 24, 2008 (together, the
“Commitment”), that certain Absolute Assignment of Leases and Rents of even date
herewith between Mortgagor and Mortgagee (the “Absolute Assignment”), that
certain Certification of Borrowers of even date herewith, that certain Limited
Liability Company Supplement and that certain Limited Partnership Supplement
each dated contemporaneously herewith, any other supplements and authorizations
required by Mortgagee and all other agreements entered into or documents
executed by Mortgagor and delivered to Mortgagee in connection with the
indebtedness evidenced by the Notes, except for that certain Environmental
Indemnity Agreement of even date herewith given by Mortgagor and Mack-Cali
Realty, L.P., a Delaware limited partnership (the “Principal”) to Mortgagee (the
“Environmental Indemnity Agreement”), as any of the foregoing may be amended
from time to time.






4




TO
PROTECT THE SECURITY OF THIS MORTGAGE, MORTGAGOR COVENANTS AND
AGREES:




Payment
of Debt.  Mortgagor agrees to pay the indebtedness hereby
secured (the “Indebtedness”) promptly and in full compliance with the terms of
the Loan Documents.




Ownership.




Ground
Lessor represents that: (i) subject to the Ground Lease, it owns the portion of
the Property described in Paragraph A, clause (i) and Paragraph B, above; and
(ii) pursuant to the Ground Lease, it holds a reversionary interest in the
portion of the Property described in Paragraph C, above.




Ground
Lessee represents that, pursuant to the Ground Lease, it owns: (i) a leasehold
interest in the portion of the Property described in Paragraph A, clauses (i)
and (ii) and Paragraph B, above; and (ii) the Property described in Paragraph C,
above, and it has leased the Property to Plaza V Leasing pursuant to the Master
Lease.




Plaza V
Leasing represents that, pursuant to the Master Lease, it owns: (i) a
subleasehold interest in the portion of the Property described in Paragraph A,
clauses (i) and (iii) and Paragraphs B and C, above; and (ii) the portion of the
Property described in Paragraph D, above.




Each
Mortgagor represents that it has good and lawful right to convey its respective
interest in the Property and that its respective interest in the Property is
free and clear from any and all encumbrances whatsoever, except as appears in
the title insurance commitment received by Mortgagee on the date hereof (the
“Title Commitment”).  Each Mortgagor does hereby forever warrant and
shall forever defend the title and possession thereof against the claims of any
and all persons whomsoever, except such rights, interests and claims as appear
in the Title Commitment.




Ground
Lessor and Ground Lessee each represent and covenant to Mortgagee
that:




(a)
            Ground
      Lessor and Ground Lessee have each approved the Indebtedness represented
      by the Notes;




(b)
            Default
      under the Ground Lease by any party thereto may result in foreclosure by
      Mortgagee of Ground Lessor’s interest in the
  Property;




(c)
            The
      terms of the Ground Lease will be subordinate to the terms of this
      Mortgage, with any conflict resolved in favor of this Mortgage, and all
      rent and other payments due Ground Lessor under the Ground Lease shall be
      deferred as necessary to ensure that income from the Property after
      payment of all expenses is sufficient to first pay in full all amounts
      payable under the Loan Documents and all operating costs of the
      Property;






5






(d)
            Ground
      Lessor and Ground Lessee will fully perform their respective obligations
      under the Ground Lease;




(e)
            The
      Ground Lease is in full force and effect and has not been amended, except
      as included within the defined term “Ground Lease” and as may have been
      disclosed to Mortgagee in writing prior to the date hereof and approved by
      Mortgagee, and there are no defaults, claims or offsets thereunder nor any
      matters that may ripen into a default, claim or offset by any party
      thereto, except as may have been disclosed to Mortgagee in writing prior
      to the date hereof and reasonably approved by
  Mortgagee;




(f)
            Any
      default by Ground Lessor or Ground Lessee under the Ground Lease shall
      constitute a default under this
Mortgage;




(g)
            Simultaneously
      with serving a default or other notice upon the other, Ground Lessor
      and/or Ground Lessee shall serve a copy of such notice upon
      Mortgagee;




(h)
            Mortgagee
      shall have the right (but not the obligation) to cure any default by
      Ground Lessor or Ground Lessee within the applicable time for cure set
      forth in the Ground Lease, plus a reasonable period of time
      thereafter;




(i)
            Neither
      Ground Lessor nor Ground Lessee shall take any action to cause or permit
      the termination or modification of the Ground Lease or the merger of the
      fee interest and the leasehold interest in the Property, and no agreement
      modifying, cancelling or surrendering the Ground Lease shall be effective,
      in each case, without Mortgagee’s prior written consent, and any purported
      termination, modification, amendment, cancellation, surrender or merger
      without Mortgagee’s consent shall be void and constitute a default under
      this Mortgage; provided, however, that
      Mortgagee shall not unreasonably withhold, delay or condition its consent;
      and




(j)
            In
      the event of termination of the Ground Lease by process of law prior to
      the expiration of its term, Ground Lessor shall, at Mortgagee’s option and
      request, enter into a new lease with Mortgagee (or such party designated
      by Mortgagee) for the remainder of the term of the Ground Lease at the
      rent and with all the agreements, terms, covenants and conditions thereof,
      including any applicable rights of
renewal.






6






Notwithstanding
anything to the contrary set forth above, Ground Lessor and Ground Lessee may
terminate the Ground Lease, without the consent of Mortgagee, after the
expiration or earlier termination of that certain Financial Agreement dated June
2, 1999 by and between Ground Lessee 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”).




Notwithstanding
anything to the contrary contained in this Mortgage, Mortgagor shall have the
right to terminate the Financial Agreement, without the consent of Mortgagee,
but in such event, Mortgagor shall indemnify and hold Mortgagee harmless from
and against any actual damages sustained by Mortgagee after an Event of Default
as a result of such termination (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).




Master
      Lessor and Master Lessee each represent and covenant to Mortgagee
      that:




(a)
            Master
      Lessor and Master Lessee have each approved the Indebtedness represented
      by the Notes;




(b)
            Default
      under the Master Lease or the Ground Lease by any party thereto may result
      in foreclosure by Mortgagee of Master Lessor’s interest in the
      Property;




(c)
            The
      terms of the Master Lease will be subordinate to the terms of this
      Mortgage, with any conflict resolved in favor of this Mortgage, and all
      rent and other payments due Master Lessor under the Master Lease shall be
      deferred during any period that the Property’s income is insufficient to
      first pay in full all amounts payable under the Loan Documents and all
      operating costs of the Property;




(d)
            Master
      Lessor and Master Lessee will fully perform their respective obligations
      under the Master Lease;




(e)
            The
      Master Lease is in full force and effect and has not been amended, except
      as may have been disclosed to Mortgagee in writing prior to the date
      hereof and approved by Mortgagee, and there are no defaults, claims or
      offsets thereunder nor any matters that may ripen into a default, claim or
      offset by any party thereto, except as may have been disclosed to
      Mortgagee in writing prior to the date hereof and reasonably approved by
      Mortgagee;






7






(f)
            Any
      default by Master Lessor or Master Lessee under the Master Lease shall
      constitute a default under this
Mortgage;




(g)
            Simultaneously
      with serving a default or other notice upon the other, Master Lessor
      and/or Master Lessee shall serve a copy of such notice upon
      Mortgagee;




(h)
            Mortgagee
      shall have the right (but not the obligation) to cure any default by
      Master Lessor or Master Lessee within the applicable time for cure set
      forth in the Master Lease, plus a reasonable period of time
      thereafter;




(i)
            Neither
      Master Lessor nor Master Lessee shall take any action to cause or permit
      the termination or modification of the Master Lease or the merger of the
      Master Lessor’s and Master Lessee’s interest in the Property created by
      the Master Lease, and no agreement modifying, cancelling or surrendering
      the Master Lease shall be effective, in each case, without Mortgagee’s
      prior written consent, and any purported termination, modification,
      amendment, cancellation, surrender or merger without Mortgagee’s prior
      consent shall be void and constitute a default under this Mortgage;
      provided, however, that Mortgagee shall not unreasonably withhold,
      condition or delay its consent; and




(j)
            In
      the event of termination of the Master Lease by process of law prior to
      the expiration of its term, Master Lessor shall, at Mortgagee’s option and
      request, enter into a new lease with Mortgagee (or such party designated
      by Mortgagee) for the remainder of the term of the Master Lease at the
      rent and with all the agreements, terms, covenants and conditions thereof,
      including any applicable rights of
renewal.




Notwithstanding
anything to the contrary set forth above, Master Lessor and Master Lessee may
terminate the Master Lease, without the consent of Mortgagee, after the
expiration or earlier termination of the Financial Agreement.




Maintenance
of Property and Compliance with Laws.  Mortgagor agrees to keep
the buildings and other improvements now or hereafter erected on the Land in
good condition and repair; not to commit or suffer any waste; to comply with all
laws, rules and regulations affecting the Property; and to permit Mortgagee to
enter at all reasonable times for the purpose of inspection and of conducting,
in a reasonable and proper manner, at its sole cost and expense except as may be
otherwise set forth in the Loan Documents, such tests as Mortgagee reasonably
determines to be necessary in order to monitor Mortgagor’s compliance with
applicable laws and regulations regarding hazardous materials affecting the
Property.  Notwithstanding the foregoing however, if, and for so long
as, Mortgagor is not in default pursuant to any of the Loan Documents, Mortgagor
shall have the right, at its sole cost and expense, after prior written notice
to Mortgagee, to contest, by appropriate legal proceedings, diligently conducted
in good faith and without cost or expense to Mortgagee, the validity or
application of any rule or regulation as same may apply to or affect Mortgagor
or the Property, subject to the following: (i) funds sufficient to satisfy the
contested rule or regulation (including the applicable penalty or fine) have
been deposited in an escrow or other reserve or a guaranty satisfactory to
Mortgagee shall be established; (ii) such contest shall not subject Mortgagee or
Mortgagor to any civil or criminal liability; (iii) by the terms of any such
rule or regulation, compliance therewith pending the prosecution of any such
legal proceedings may legally be delayed without incurring (or increasing the
risk of incurring) any damage or injury of any kind to the Property or any
person or property and without incurring any lien or charge of any kind against
the Property or any fine or penalty against Mortgagor (excepting the fine or
penalty which is the subject of the contest); and (iv) such contest shall not
cause a breach of any of the terms, conditions or covenants of any leases at the
Property or other agreement on Mortgagor’s part to be performed.  In
the event of such an ongoing contest in accordance with the foregoing
conditions, the failure to comply with the law, rule or regulation being
contested shall not constitute a default under this Mortgage.








8






Business
Restriction Representation and Warranty.  Mortgagor represents
and warrants that each Mortgagor, all persons and entities owning (directly or
indirectly) an ownership interest in each Mortgagor (other than shareholders of
Mack-Cali Realty Corporation, a Maryland corporation), all guarantors of all or
any portion of the Indebtedness, and all persons and entities executing any
separate indemnity agreement in favor of Mortgagee in connection with the
Indebtedness: (i) is not, and shall not become, a person or entity with whom
Mortgagee is restricted from doing business with under regulations of the Office
of Foreign Assets Control (“OFAC”) of the Department of the Treasury (including,
but not limited to, those named on OFAC’s Specially Designated Nationals and
Blocked Persons list) or under any statute, executive order (including, but not
limited to, the September 24, 2001 Executive Order Blocking Property and
Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support
Terrorism), or other governmental action; (ii) is not, and shall not become, a
person or entity with whom Mortgagee is restricted from doing business with
under the International Money Laundering Abatement and Financial Anti-Terrorism
Act of 2001 or the regulations or orders thereunder; and (iii) is not knowingly
engaged in, and shall not knowingly engage in, any dealings or transaction or be
otherwise associated with such persons or entities described in (i) and (ii),
above.




ERISA.






9






(a)  Neither
Mortgagor nor any entity that holds a direct or indirect interest in Mortgagor
(a “Constituent Entity”) is or shall be (i) an employee benefit plan within the
meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974
(“ERISA”) regardless of whether such plan is actually subject to ERISA, (ii) a
plan to which Internal Revenue Code Section 4975 applies, or (iii) an entity the
underlying assets of which include ERISA “plan assets” by reason of a plan’s
investment in the entity (e.g., insurance
company general or separate account; bank commingled fund).




(b)  Transactions
by or with Mortgagor are not and will not be subject to any legal requirements
regulating investments of and fiduciary obligations with respect to an employee
benefit plan (within the meaning of Section 3(3) of ERISA), regardless of
whether such plan is actually subject to ERISA.




(c)  Any
liability or obligation that Mortgagor (or any Constituent Entity) may have in
respect of an employee benefit plan as defined in Section 3(3) of ERISA,
regardless of whether such plan is actually subject to ERISA, has been and shall
continue to be satisfied in full.




Insurance.  Mortgagor
agrees to keep the Property insured for the protection of Mortgagee and
Mortgagee’s wholly owned subsidiaries and agents in such manner, in such amounts
and in such companies as Mortgagee may from time to time approve, and to keep
the policies therefor, properly endorsed, on deposit with Mortgagee, or at
Mortgagee’s option, to keep certificates of insurance (Acord 28 (2003/10) for
all property insurance and Acord 25 for all liability insurance) evidencing all
insurance coverages required hereunder on deposit with Mortgagee, which
certificates shall provide at least thirty (30) days notice of cancellation to
Mortgagee and shall list Mortgagee as the certificate holder with Mortgagee’s
correct mailing address and the Loan number(s) assigned to the
Indebtedness.  If Mortgagor requests Mortgagee to accept a different
form of insurance certificate, Mortgagee shall not unreasonably withhold its
consent to the provision of such different form of insurance certificate
provided a copy of a standard mortgagee endorsement in favor of Mortgagee
stating that the insurer shall provide Mortgagee with thirty (30) days notice of
cancellation accompanies such certificate.  Insurance loss proceeds
from all property insurance policies, whether or not required by Mortgagee (less
expenses of collection) shall, at Mortgagee’s option, be applied on the
Indebtedness, whether due or not, or to the restoration of the Property, but
such application shall not cure or waive any default under any of the Loan
Documents.  If Mortgagee elects to apply the insurance loss proceeds
on the Indebtedness, no prepayment fee shall be due thereon.




Notwithstanding
the foregoing provision, Mortgagee agrees that: (i) if the insurance loss
proceeds do not exceed $2,000,000, such proceeds shall be paid to Mortgagor and
shall be used by Mortgagor to restore the Property substantially to its
condition prior to the casualty; and (ii) if the insurance loss proceeds exceed
$2,000,000 but are less than the unpaid principal balance of the Notes and if
the casualty occurs prior to the last two (2) years of the term of the Notes,
then the insurance loss proceeds (less reasonable expenses of collection) shall
be applied to restoration of the Property substantially to its condition prior
to the casualty, subject to satisfaction of the following
conditions:






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(a)
            There
      is no existing Event of Default at the time of the
    casualty.




(b)
            The
      casualty insurer has not denied liability for payment of insurance loss
      proceeds to Mortgagor as a result of any act, neglect, use or occupancy of
      the Property by Mortgagor or any tenant of the
  Property.




(c)
            Mortgagee
      shall be satisfied that all insurance loss proceeds so held, together with
      supplemental funds to be made available by Mortgagor, shall be sufficient
      to complete the restoration of the Property.  Any remaining
      insurance loss proceeds shall be released to
  Mortgagor.




(d)
            If
      required by Mortgagee, Mortgagee shall be furnished a satisfactory report
      addressed to Mortgagee from an environmental engineer or other qualified
      professional satisfactory to Mortgagee to the effect that no adverse
      environmental impact to the Property resulted from the
      casualty.




(e)
            Mortgagee
      shall hold the proceeds in an escrow account earning a competitive rate of
      interest for the benefit of Mortgagor.  In such event, Mortgagee
      shall release casualty insurance proceeds once per month as restoration of
      the Property progresses provided that Mortgagee is furnished satisfactory
      evidence of the costs of restoration and if, at the time of such release,
      there shall exist no Monetary Default (as hereinafter defined) under the
      Loan Documents and no Non-Monetary Default with respect to which Mortgagee
      shall have given Mortgagor notice pursuant to the Notice of Default
      provision herein.  If a Monetary Default shall occur or
      Mortgagee shall give Mortgagor notice of a Non-Monetary Default pursuant
      to the Notice of Default provision hereof, Mortgagee shall have no further
      obligation to release insurance loss proceeds hereunder unless such
      default is cured within the cure period set forth in the Notice of Default
      provision contained herein.  The drawings and specifications for
      the restoration shall be approved by Mortgagee in writing prior to
      commencement of the restoration and Mortgagee shall receive an
      administration fee equal to one percent (1%) of the insurance proceeds to
      be disbursed by Mortgagee but not to exceed $25,000.  Mortgagee
      shall not unreasonably withhold, delay or condition its approval of the
      drawings and specifications for the
restoration.




(f)
            Prior
      to each release of funds, Mortgagor shall obtain for the benefit of
      Mortgagee an endorsement to Mortgagee’s title insurance policy insuring
      Mortgagee’s lien as a first and valid lien on the Property subject only to
      liens and encumbrances theretofore approved by Mortgagee or permitted,
      pursuant to the Loan Documents, to be entered into by Mortgagor without
      Mortgagee’s consent.








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(g)
            Mortgagor
      shall pay all reasonable, third party out-of-pocket costs and expenses
      incurred by Mortgagee, including, but not limited to, outside legal fees,
      title insurance costs, third-party disbursement fees, third-party
      engineering reports and inspections deemed necessary by
      Mortgagee.




(h)
            All
      reciprocal easement and operating agreements benefiting the Property, if
      any, shall remain in full force and effect between the parties thereto on
      and after restoration of the
Property.




(i)
            Mortgagee
      shall be satisfied that Projected Debt Service Coverage of at least 1.25
      will be produced from then-existing leases at the Property (which are not
      subject to termination by the tenant as a result of the casualty either by
      the terms of the lease or pursuant to a waiver of such right executed by
      the tenant) and any new leases reasonably satisfactory to Mortgagee for
      terms of at least five (5) years to commence not later than thirty (30)
      days following completion of such restoration (such existing leases not
      subject to termination, together with such new leases, the “Approved
      Leases”).




“Projected
Debt Service Coverage” means a number calculated by dividing Projected Operating
Income Available for Debt Service for the first fiscal year following
restoration of the Property by the debt service during the same fiscal year
under all indebtedness secured by any portion of the Property.  For
purposes of the preceding sentence, “debt service” means the greater of (x) debt
service due under all such indebtedness during the first fiscal year following
completion of the restoration of the Property or (y) debt service that would be
due and payable during such fiscal year if all such indebtedness were amortized
over thirty (30) years (whether or not amortization is actually required) and if
interest on such indebtedness were due as it accrues at the face rate shown on
the notes therefor (whether or not such loans require interest payments based on
such face rates).




“Projected
Operating Income Available for Debt Service” means projected gross annual rent
from the Approved Leases for the first full fiscal year following completion of
the restoration of the Property less:




(A)
            The
      operating expenses of the Property for the last fiscal year preceding the
      casualty and




(B)
            The
      following:








12






(i)
            a
      replacement reserve for future tenant improvements, leasing commissions
      and structural items based on not less than $2.11 per square foot per
      annum;




(ii)
            the
      amount, if any, by which actual gross income during such fiscal period
      exceeds that which would be earned from the rental of 94% of the gross
      leaseable area in the Property;




(iii)
            the
      amount, if any, by which the actual management fee is less than 3% of
      gross revenue during such fiscal
period;




(iv)
            the
      amount, if any, by which the actual real estate taxes or payments in lieu
      of taxes (“PILOT”) are less than $3.25 per square foot per annum;
      and




(v)
            the
      amount, if any, by which total operating expenses, excluding management
      fees, real estate taxes and replacement reserves, are less than $10.24 per
      square foot per annum.




All
projections referenced above shall be calculated in a manner reasonably
satisfactory to Mortgagee.




If (i)
the casualty occurs during the last two years of the term of the Notes, and the
insurance loss proceeds exceed $2,000,000, or (ii) any of the foregoing
conditions to the obligation of Mortgagee to make the insurance proceeds
available for restoration have not been satisfied, and, in either such event,
Mortgagee elects to apply the proceeds toward prepayment of the Notes, then
Mortgagor shall have the right to prepay the entire loan secured by this
Mortgage without paying a prepayment fee.




Condemnation.  Mortgagor
hereby assigns to Mortgagee (i) any award and any other proceeds resulting from
damage to, or the taking of, all or any portion of the Property, and (ii) the
proceeds from any sale or transfer in lieu thereof (collectively, “Condemnation
Proceeds”) in connection with condemnation proceedings or the exercise of any
power of eminent domain or the threat thereof (hereinafter, a “Taking”); if the
Condemnation Proceeds are less than the unpaid principal balance of the Notes
and such damage or Taking occurs prior to the last two years of the term of the
Notes, such Condemnation Proceeds (less expenses of collection) shall be applied
to restoration of the Property to its condition, or the functional equivalent of
its condition prior to the Taking, subject to the conditions set forth above in
the section entitled “Insurance”
and subject to the further condition that restoration or replacement of the
improvements on the Land to their functional and economic utility prior to the
Taking be possible.  Any portion of such award and proceeds not
applied to restoration shall, at Mortgagee’s option, be applied on the
Indebtedness, whether due or not, or be released to Mortgagor, but such
application or release shall not cure or waive any default under any of the Loan
Documents.








13






Taxes and
Special Assessments.  Mortgagor agrees to pay before
delinquency all taxes, special assessments and PILOT of any kind that have been
or may be levied or assessed against the Property, this Mortgage, the Notes or
the Indebtedness, or upon the interest of Mortgagee in the Property, this
Mortgage, the Notes or the Indebtedness, and to procure and deliver to Mortgagee
within 30 days after Mortgagee shall have given a written request to Mortgagor,
the official receipt of the proper officer showing timely payment of all such
taxes, assessments and/or PILOT; provided, however, that
Mortgagor shall not be required to pay any such taxes, special assessments
and/or PILOT if the amount, applicability or validity thereof shall currently be
contested in good faith by appropriate proceedings and funds sufficient to
satisfy the contested amount have been deposited in an escrow or other reserve
or a guaranty satisfactory to Mortgagee shall be established; and provided further that no
escrow, reserve or additional guaranty shall be required in connection with a
contest involving the matters set forth on Schedule 1 of the
Commitment.




Personal
Property.  With respect to the Personal Property, Mortgagor
hereby represents, warrants and covenants as follows:




(a)  Except
for the security interest granted hereby, Mortgagor is, and as to portions of
the Personal Property to be acquired after the date hereof will be, the sole
owner of the Personal Property, free from any other lien, security interest,
encumbrance or adverse claim thereon of any kind
whatsoever.  Mortgagor shall notify Mortgagee of, and shall indemnify
and defend Mortgagee and the Personal Property against, all claims and demands
of all persons at any time claiming the Personal Property or any part thereof or
any interest therein.




(b)  Mortgagor
agrees not to sell, transfer, assign, convey, lease or remove Personal Property
now or hereafter located on the Land without the prior written consent from
Mortgagee unless (i) such action does not constitute a sale or removal of any
buildings or structures or the sale or transfer of waters or water rights, and
(ii) such action results in the substitution or replacement of such Personal
Property with similar items of equivalent value.




(c)  Ground
Lessor is a limited liability company organized under the laws of the State of
New Jersey; Ground Lessee is a limited partnership organized under the laws of
the State of New Jersey; and Master Lessee is a limited liability company
organized under the laws of the State of New Jersey.  Until the
Indebtedness is paid in full, each Mortgagor shall: (i) not change its legal
name without providing Mortgagee with at least fifteen (15) business days prior
written notice; (ii) not change its state of organization without providing
Mortgagee with at least fifteen (15) business days prior written notice; and
(iii) preserve its existence and shall not, in one transaction or a series of
transactions, merge into or consolidate with any other entity, unless permitted
under the section hereof entitled “Prohibition on Transfer/One-Time
Transfer”.  In the event that any Mortgagor shall elect to
change its legal name and/or change its state of organization, such Mortgagor
shall first provide a Uniform Commercial Code search(es) of such new legal name
and/or new state of organization, which shall be satisfactory in all respects to
Mortgagee.  Mortgagor shall then promptly and duly execute and deliver
any and all such further instruments and documents and take such further action
as Mortgagee may reasonably deem necessary or desirable to obtain the full
benefits of this Mortgage with respect to the Personal Property including,
without limitation, delivering and causing to be filed new financing statements
under the Uniform Commercial Code with respect to the security interests granted
hereby and such supplemental instruments, documents and agreements as Mortgagee
shall require for the purpose of confirming and perfecting, and continuing the
perfection of, Mortgagee’s security interest in any or all of the Personal
Property.






14






(d)  At the
request of Mortgagee, Mortgagor shall join Mortgagee in executing one or more
financing statements and continuations and amendments thereof pursuant to the
Uniform Commercial Code in form satisfactory to Mortgagee, and Mortgagor shall
pay the cost of filing the same in all public offices wherever filing is deemed
by Mortgagee to be necessary or desirable.  Mortgagor shall also, at
Mortgagor’s expense, take any and all other action requested by Mortgagee to
perfect Mortgagee’s security interest under the Uniform Commercial Code with
respect to the Personal Property including, without limitation, exercising
Mortgagor’s commercially reasonable efforts to obtain any consents, agreements
or acknowledgments required of third parties to perfect Mortgagee’s security
interest in Personal Property consisting of deposit accounts, letter-of-credit
rights, investment property and electronic chattel paper.




Other
Liens.  Mortgagor agrees to keep the Property and any Personal
Property free from all other liens either prior or subsequent to the lien
created by this Mortgage.  The: (i) creation of any other lien on any
portion of the Property or on any Personal Property, whether or not prior to the
lien created hereby; (ii) assignment or pledge by Mortgagor of its revocable
license to collect, use and enjoy rents and profits from the Property; or (iii)
granting or permitting of a security interest in or other lien on the direct or
indirect ownership interests in Mortgagor, shall constitute a default under the
terms of this Mortgage; except that upon written notice to Mortgagee, Mortgagor
may, without the existence of such lien constituting a default under this
Mortgage, proceed to contest in good faith and by appropriate proceedings any
mechanics’ liens, tax liens or judgment liens with respect to the Property or
any Personal Property described herein, provided funds sufficient to satisfy the
contested amount have been deposited in an escrow or other reserve satisfactory
to Mortgagee or, in the case of a mechanics’ lien, Mortgagor shall have
furnished a bond or other security or indemnity as Mortgagee may request
insuring Mortgagee against all loss, damage or expense (including the cost of
defense) arising from such mechanics’ lien.




Environmental.






15






A.  Definitions.  As
used in this Mortgage, the following terms shall have the following
meanings:




(a)  Environment: Ambient
air, surface water, building interior, groundwater, surface or subsurface soil
or other geologic media, sediment and all plants and wildlife present therein or
thereon.




(b)  Environmental
Conditions: Any
environmental contamination or pollution or threatened contamination or
pollution of, or the Release or threatened Release of Hazardous Substances into,
the Environment.




(c)  Environmental
Documents: Any and all documents including, without limitation, all
reports, work plans, proposals, data, audits, evaluations, analyses,
correspondence and sampling results, concerning environmental matters of any
kind or nature whatsoever respecting the Property including, without limitation,
Environmental Conditions on, at, under or emanating from the Property (i)
received by the Mortgagor from or submitted by the Mortgagor to any Governmental
Authority, or (ii) otherwise in the possession, custody or control of the
Mortgagor.




(d)  Environmental Laws:
Any and all federal, state, regional and local laws, statutes, ordinances,
common law, regulations, rules, guidance, codes, consent decrees, judicial or
administrative orders or decrees, directives or judgments relating to pollution,
damage to or protection of the Environment, Environmental Conditions, or the
use, handling, processing, distribution, generation, treatment, storage,
disposal, manufacture or transport of Hazardous Substances at or with respect to
the Property, presently in effect or hereafter amended, modified or adopted from
time-to-time during the term hereof including, but not limited to, the
Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”
or the “Federal Superfund Act”), as amended by the Superfund Amendments and
Reauthorization Act of 1986 (“SARA”) (42 U.S.C. § 9601-9675); the Resource
Conservation and Recovery Act of 1976, as amended (“RCRA”) (42 U.S.C. § 6901,
et seq.); the Clean
Water Act, as amended (33 U.S.C. § 1251, et seq.); the Clean Air
Act, as amended (42 U.S.C. § 7401, et seq.); the Federal
Insecticide, Fungicide and Rodenticide Act, as amended (“FIFRA”) (7 U.S.C. §
136, et seq.); the Hazardous
Materials Transportation Act, as amended (49 U.S.C. Section 1801, et seq.); the Toxic
Substances Control Act (15 U.S.C. 2601, et seq.); the New Jersey
Spill Compensation and Control Act, as amended (the “Spill Act”) (N.J.S.
58:10-23.11, et
seq.); the
Industrial Site Recovery Act, as amended (“ISRA”) (N.J.S. 13:1K-6, et seq.); the New Jersey
Solid Waste Management Act, as amended (N.J.S. 13:1E-1, et seq.); the New Jersey
Underground Storage of Hazardous Substances Act (“New Jersey UST Act”), as
amended (N.J.S. 58:10A-21, et seq.); the New Jersey
Water Pollution Control Act, as amended (N.J.S. 58:10A-1, et seq.); the New Jersey
Air Pollution Control Act (N.J.S. 26:2C-1, et seq.); the Safe
Drinking Water Act (33 U.S.C. 1251, et seq.); the New Jersey
Worker and Community Right to Know Act (N.J.S. 34:5A-1, et seq.); the New Jersey
Toxic Catastrophe Prevention Act (N.J.S. 13:1-19, et seq.); the New Jersey
Environmental Rights Act (N.J.S. 2A:35A-1, et seq.); and the rules
and regulations promulgated thereunder.






16






(e)  Environmental Engineer’s
Report: That certain Environmental Site Assessment prepared by Pennoni
Associates Inc., dated September 29, 2008.




(f)  Governmental
Authority: Any nation or government, any state, city, locality,
municipality or political subdivision thereof, any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government and any government authority, agency, department, board,
commission or instrumentality, including, without limitation, the United States
Environmental Protection Agency (“USEPA”), the New Jersey Department of
Environmental Protection (“NJDEP”) and all other federal, state, regional,
county or local government authorities authorized or having jurisdiction to
enforce Environmental Laws.




(g)  Hazardous Substances:
Any substance, material or waste, whether liquid, gaseous or solid, and any
pollutant or contaminant, that is toxic, hazardous, explosive, corrosive,
infectious or radioactive, or that is defined, listed or regulated under any
Environmental Laws including, without limitation, petroleum, polychlorinated
biphenyls, urea formaldehyde and asbestos and asbestos containing
materials.




(h)  Losses: All actions,
suits, claims, liabilities, losses, damages, penalties, fines, fees, costs and
expenses, including, without limitation, sampling, monitoring and remediation
costs, natural resource damages, damages on account of personal injuries, death
or property damages, attorneys’, consultants’ and engineering fees and
disbursements, costs of defense and interest.




(i)  Regulatory Actions:
Any claim, demand, action or proceeding initiated by a third party, including
without limitation, any Governmental Authority, under Environmental Laws, with
respect to Losses allegedly arising from the ownership, use, operation,
management or control of the Property or the acts or omissions of
Mortgagor.




(j)  Release: The
intentional or unintentional spilling, leaking, disposing, discharging,
emitting, depositing, injecting, leaching, escaping, release or threatened
release, burial, pumping, pouring, emptying or dumping into the
Environment.




(k)  Remediation: All (i)
investigations of Environmental Conditions of any kind or nature whatsoever,
including site assessments, site investigations, remedial investigations, soil,
groundwater, surface water, sediment sampling or monitoring, or (ii) actions of
any kind or nature whatsoever taken to remove, abate or remediate Environmental
Conditions, including the use, implementation, application, installation,
operation or maintenance of removal actions, in-situ or ex-situ remediation
technologies applied to surface or subsurface soils, encapsulation or
stabilization of soils, excavation and off-site treatment or disposal of soils,
systems for recovery and/or treatment of groundwater or free product,
Engineering Controls or Institutional Controls (as such terms are defined under
N.J.S. 58:10B-1, et seq.).






17






(l)  Third-Party Claims:
Any notice, notification, demand, directive, citation, summons, order, complaint
or assessment issued by any third party, including but not limited to a
Governmental Authority, relating Environmental Conditions at or affecting the
Property.




B.  Representations and
Warranties.  Mortgagor represents and warrants to the best of
its knowledge, as of the date hereof that, except as disclosed in the
Environmental Engineer’s Report and the Environmental Documents delivered by
Mortgagor to Mortgagee prior to the date hereof (such Environmental Documents
consist of the following: (1) Phase I Environmental Site Assessment dated
October 15, 1996 prepared by Environmental Waste Management Associates, Inc.;
(2) Remedial Investigation Report dated August 16, 1999 prepared by
Environmental Waste Management Associates, LLC [“EWMA”]; (3) Deed Notice made by
M-C Plaza V L.L.C. dated February 20, 2007 and recorded June 26, 2007; (4) No
Further Action Letter and Covenant Not to Sue dated September 17, 2008 issued by
the NJDEP; and (5) Letter dated October 23, 2008 from EWMA to M-C Plaza V L.L.C.
including Operations and Maintenance Plan prepared by EWMA for Engineering
Controls at Harborside Financial Center, Plaza V, and associated Health and
Safety Plan prepared by Phase Associates, LLC)(collectively, the
“Existing Environmental Documents”):




(a)  No part
of the Property was ever used, nor is it being used now, as a landfill, dump or
other disposal, storage or treatment area for Hazardous Substances or as a
gasoline service station or a facility with its primary operations involving the
selling, dispensing, storing, transferring or handling of petroleum and/or
petroleum products;




(b)  (i) There
are not now nor has there ever been located on the Property or in the buildings
at the Property any (1) underground storage tanks, above ground storage tanks or
any other vessels or areas used or intended for the treatment, storage or
disposal of Hazardous Substances, or (2) urea formaldehyde materials, asbestos,
asbestos-containing materials, polychlorinated biphenyls (PCBs) or nuclear fuels
or wastes; and (ii) Except for such substances in such amounts that are
customary for routine cleaning, maintenance, repair and operation of an office
building, office space and typical office equipment, which substances shall be
stored, used and disposed of in accordance with all Environmental Laws, neither
Mortgagor nor any other occupant of the Property has transported for storage,
treatment or disposal by contract, agreement or otherwise, or arranged for the
transportation, storage, treatment or disposal, of any Hazardous Substance at or
to any location including, without limitation, any location used for the
treatment, storage or disposal of Hazardous Substances;




(c)  There are
no Environmental Conditions or other facts, circumstances or activities
including, without limitation, the Release of Hazardous Substances, arising out
of or relating to the use, operation or occupancy of the Property that result or
reasonably could be expected to result in: (i) any obligation of Mortgagor to
file any report or notice or to conduct any Remediation, whether on-site or
off-site; or (ii) liability, either to a Governmental Authority or third
parties, for Losses;






18




(d)  Mortgagor’s
use, if any, and/or disposal, if any, of Hazardous Substances on the Property
and/or disposal elsewhere, if any, of Hazardous Substances generated on or from
the Property, is now and at all times has been in compliance with all applicable
Environmental Laws;




(e)  The
Property and the use and operation thereof are currently, and at all times
during Mortgagor’s occupancy, operation or control of the Property have been, in
compliance with all applicable Environmental Laws;




(f)  Mortgagor
has not received any notice that Mortgagor or the Property: (i) is in violation
of the requirements of any Environmental Laws; (ii) is the subject of any
Regulatory Action or Third Party Claim; or (iii) has actual or potential
liability under Environmental Laws including, without limitation, CERCLA, RCRA,
the Spill Act or any comparable Environmental Laws;




(g)  Mortgagor
has not transported or arranged for the transportation of any Hazardous
Substances from the Property to any location which is: (i) listed on the
National Priorities List under CERCLA; (ii) listed for possible inclusion on the
National Priorities List by the USEPA under CERCLA or on any similar state list;
or (iii) the subject of any Regulatory Action which may lead to any Third Party
Claims against the Mortgagee for Remediation or other Losses;




(h)  Mortgagor
has not received and is not in possession of any Environmental Documents which
have not been made reasonably available by Mortgagor to Mortgagee;




(i)  The
Property has not been used at any time nor is it now being used as a “Major
Facility”, as such term is defined in N.J.S. 58:10-23.11b.  Mortgagor
will not use or permit the use of the Property in the future as a “Major
Facility”;




(j)  No
Governmental Authority has obtained or asserted an encumbrance or lien upon any
revenues or any real or personal property owned by Mortgagor including, but not
limited to, the Property, as a result of any Release, use or Remediation of any
Hazardous Substances for which Mortgagor is legally responsible, nor has any
such Release, use or Remediation occurred which could result in the assertion or
creation of such a lien or encumbrance; and




(k)  None of
the operations conducted at the Property at any time during Mortgagor’s
ownership of such Property has constituted an “industrial establishment”, as
such term is defined under ISRA.






19






C.  Covenants.




(a)  Mortgagor
will not permit or conduct on the Property: (i) the disposal of any Hazardous
Substances; and (ii) the generation, treatment, manufacture, use, handling or
storage of any Hazardous Substances, except as may be disclosed in the
Environmental Engineer’s Report and the Existing Environmental Documents (which
substances shall be generated, treated, manufactured, used, handled and/or
stored in accordance with Environmental Laws), and except for such substances in
such amounts that are customary for routine cleaning, maintenance, repair and
operation of an office building, office space and typical office equipment,
which substances shall be stored, used and disposed of in accordance with all
Environmental Laws.  Without in any way limiting the generality of the
foregoing, Mortgagor shall not permit (y) any dry cleaning operations on the
Property, or (z) any use of chlorinated solvents by any tenant, occupant,
operator or lessee of the Property (other than amounts that are customarily used
to routinely clean, maintain, repair and operate office buildings, office space
and typical office equipment, and which shall be stored, used and disposed of in
accordance with Environmental Laws).




(b)  Except
for those matters that are disclosed in the Environmental Engineer’s Report and
the Existing Environmental Documents, Mortgagor will promptly notify Mortgagee
in writing of any material existing, pending or threatened: (i) investigation,
inquiry, claim, demand, proceeding, directive, notice, order or action
pertaining to the Property by any Governmental Authority in connection with any
Environmental Laws; (ii) Third-Party Claims; (iii) Regulatory Actions; or (iv)
Environmental Conditions at, on, under, emanating from, relating to or
surrounding the Property of which it has knowledge or notice, except for such
substances in such amounts that are customary for routine cleaning, maintenance,
repair and operation of an office building, office space and typical office
equipment, which substances are stored, used and disposed of in accordance with
all Environmental Laws.




(c)  In the
event that any Remediation is required to be performed by Mortgagor at, on or
under the Property pursuant to the requirements of Environmental Laws as a
result of or relating to any of the following, then Mortgagor shall complete or
cause to be completed, at its own expense, such Remediation in accordance with
the requirements of Environmental Laws and the provisions of subsection (j),
below: (i) any Release of any Hazardous Substance on, at or under the Property
or the presence of any Hazardous Substance which has come to be located on or
under the Property from another location; (ii) any injury to human health or
safety or the Environment by reason of any Environmental Conditions on, at,
under or emanating from, or activities on or under, the Property; or (iii) any
violation of any applicable Environmental Law.




(d)  From and
after the date of execution of this Mortgage, Mortgagor shall, upon request,
promptly make available to Mortgagee, until the Indebtedness has been paid in
full, complete copies of any and all Environmental Documents not previously
delivered to Mortgagee.






20






(e)  Mortgagor
will keep the Property free of any lien imposed pursuant to any Environmental
Law.  In the event that there shall be filed a lien against the
Property by any Governmental Authority pursuant to the provisions of any
Environmental Laws including, without limitation, the Spill Act, then Mortgagor
shall, within sixty (60) days from the date that Mortgagor is given notice that
the lien has been placed against the Property (or within such shorter period of
time in the event that the Governmental Authority has commenced steps to cause
the Property to be sold pursuant to the lien), either: (i) pay the claim and
remove the lien from the Property; or (ii) furnish to Mortgagee either (1) a
bond satisfactory to Mortgagee in the amount of the claim out of which the lien
arises, (2) a cash deposit in the amount of the claim out of which the lien
arises, or (3) other security, guaranty or indemnity reasonably satisfactory to
Mortgagee in an amount sufficient to discharge the claim out of which the lien
arises.




(f)  In the
event Mortgagee at any time (even after the occurrence of or during the
continuance of any Event of Default under this Mortgage or any of the other Loan
Documents) reasonably believes that: (i) there has been a violation of any
Environmental Laws at the Property; or (ii) any Environmental Conditions exist
at, on, or under, or are emanating from, relating to or surrounding the
Property, Mortgagor shall, upon the written request of Mortgagee, have an
environmental review or audit and report of the affected or potentially affected
portions of the Property prepared for Mortgagee within forty-five (45) days of
such request.  The duty of Mortgagor to provide an environmental
review or audit and report shall continue after the occurrence of and during the
continuance of any Event of Default under the terms of this Mortgage or any of
the other Loan Documents.




(g)  In the
event that Mortgagor fails to comply with its obligations pursuant to subsection
(f), above, then Mortgagee may, itself or by its employees, agents, contractors
or representatives, enter upon the Property for the purposes of conducting such
soil, groundwater and chemical tests or other invasive or non-invasive
investigations, examinations, or analyses (hereafter referred to as
“Investigation”) as Mortgagee may reasonably desire.  Mortgagee shall
provide Mortgagor with reasonable notice before entering the Property to conduct
any such Investigation, and Mortgagor shall cooperate fully in such
Investigation and provide Mortgagee with reasonable access to the Property to
conduct the Investigation.




(h)  Mortgagee
and its employees, agents, contractors, consultants and/or representatives shall
conduct any such Investigation in a manner which does not unreasonably interfere
with Mortgagor’s and its tenants’ use of and operations on the
Property.  In the event that this Mortgage is foreclosed, Mortgagor
shall deliver the Property to Mortgagee free of all Hazardous Substances, except
those disclosed in the Environmental Engineer’s Report and the Existing
Environmental Documents, and further excepting such substances in such amounts
that are customary for routine cleaning, maintenance and operation of an office
building, office space and typical office equipment, which substances shall have
been stored, used and disposed of in accordance with all Environmental Laws, and
in compliance with all Environmental Laws.






21




(i)  Mortgagor
shall use its diligent and commercially reasonable efforts to ensure compliance
with all Environmental Laws by all lessees, tenants, subtenants, occupants,
licensees, operators and users of the Property.




(j)  In the
event Mortgagor performs any Remediation at the Property, Mortgagor agrees
to:




(i)  Perform
and cause all consultants and contractors retained by Mortgagor to perform all
such Remediation in a workman-like manner and consistent with all applicable
Environmental Laws;




(ii)  Comply
with all Environmental Laws applicable to the implementation of such Remediation
at the Property and obtain all permits, authorizations and consents that may be
required under applicable Environmental Laws or by any Governmental Authority in
order to implement such Remediation at the Property;




(iii)  Select
and propose to the Governmental Authority Remediation that shall minimize
interference with the current use of the Property or the operations currently
conducted by Mortgagor, and will not preclude or prevent the future use of the
Property for the same use or any use similar to the current use of the
Property.  Without in any way limiting the generality of the
foregoing, except for those disclosed in the Environmental Engineer’s Report and
the Existing Environmental Documents, Mortgagor shall not select, propose or use
at the Property any Engineering Controls or Institutional Controls (as such
terms are defined under N.J.S. 58:10B-1, et seq.) without the
prior written consent of Mortgagee, which consent shall not be unreasonably
withheld;




(iv)  Promptly
upon the completion of the Remediation, restore the Property to substantially
the same condition it was in prior to the performance of the
Remediation;




(v)  Provide
Mortgagee with copies of any documents that Mortgagor: (i) submits to any
Governmental Authority in connection with the Remediation at the same time
Mortgagor submits such documents to the Governmental Authority; and (ii)
receives from any Governmental Authority in connection with the Remediation
within five (5) business days of Mortgagor’s receipt of same; and






22






(vi)  Obtain
and provide to Mortgagee a No Further Action Letter/Covenant Not to Sue issued
by the NJDEP pursuant to N.J.S. 58:10B-13.1 or, if the Remediation is under the
supervision of a Governmental Authority other than the NJDEP, obtain a
comparable determination from such other Governmental Authority.




D.  Mortgagee’sRights of
Self-Help.




(a)  If
Mortgagor fails to comply with any of the provisions of this Section, and/or to
initiate and diligently pursue to completion any Remediation required at or with
respect to the Property by any Governmental Authority or under any applicable
Environmental Laws, and such failure continues for thirty (30) days after
Mortgagee provides Mortgagor written notice thereof (provided, however, that if such
Remediation requires work to be done, actions to be taken or conditions to be
remedied which by their nature cannot be fully done, taken or remedied, as the
case may be, within such thirty (30) day period, then no such failure shall be
deemed to have occurred with respect to any such work, actions or Remediation so
long as Mortgagor commences performance of any such work, actions or Remediation
within such thirty (30) day period and thereafter diligently and continuously
prosecutes same to completion), Mortgagee may, in its sole discretion: (i) upon
prior written notice to Mortgagor, cause the Remediation of any Release of a
Hazardous Substance or other Environmental Conditions on, at, under, emanating
from, relating to or surrounding the Property; (ii) pay on behalf of Mortgagor
any Losses imposed on Mortgagor as a result of any Regulatory Actions; and/or
(iii) make any other payment or perform any other reasonable act which will
prevent a lien in favor of any Governmental Authority from attaching to the
Property as a result of such failure.  The costs of such Remediation
and/or exercise of the remedies hereinabove set forth by Mortgagee shall be
added to the Indebtedness and said costs shall become due and payable, with
interest thereon, at the Default Rate.  After the occurrence of an
Event of Default hereunder, Mortgagor shall give Mortgagee and its employees,
agents, contractors and representatives, access to the Property to conduct any
Remediation that Mortgagee, in its sole discretion, deems appropriate; however,
Mortgagee has no affirmative obligation to conduct any such Remediation, and
none of this Mortgage or any of the other Loan Documents shall be construed as
creating any such obligation or any such liability on the part of
Mortgagee.




(b)  Any
partial exercise by Mortgagee of the remedies set forth in this Section D., or
any partial undertaking on the part of Mortgagee to cure the failure of
Mortgagor to comply with any Environmental Laws, shall not obligate Mortgagee to
complete the actions taken or require Mortgagee to expend further sums to cure
such non-compliance; nor shall the exercise of any such remedies operate to
place upon Mortgagee any responsibility for the operation, control, care,
management or repair of the Property or make Mortgagee, or be construed to deem
Mortgagee to be, an “owner” or “operator” of the Property within the meaning of
or under any Environmental Laws.  Mortgagee, by making any such
payment or incurring any such costs, shall be subrogated to any rights of
Mortgagor to seek reimbursement from any third parties including, without
limitation, a predecessor-in-interest to Mortgagor’s title to the Property, who
may be a “responsible party” or otherwise liable for any or all of such payments
or costs under any Environmental Laws, common law, equity or
contract.






23






(c)  Mortgagor
acknowledges and agrees that the representations and warranties of Mortgagor
contained in Section B. hereof are based on its investigation of the Property
and Mortgagee is entitled to rely thereon notwithstanding any independent
investigations by Mortgagee or its employees, agents, contractors or
representatives.




(d)  Mortgagor
and its successors and assigns hereby forfeit and forever waive, release and
covenant not to sue Mortgagee with respect to, any claims, rights, remedies or
causes of action that Mortgagor may have now or in the future or that may arise
against Mortgagee under Environmental Laws or any other theory of liability with
respect to any environmental matters of any kind or nature whatsoever respecting
the Property including, without limitation, any Environmental Conditions on, at,
under or emanating from the Property, except to the extent such claim, right,
remedy or cause of action arises or results from the negligent acts or omissions
of Mortgagee or its successors or assigns after any foreclosure pursuant to the
terms hereof or after Mortgagee becomes a mortgagee-in-possession prior to such
foreclosure.




(e)  Mortgagee’s
rights and remedies against Mortgagor under this Section shall be in addition to
and not in lieu of all other rights and remedies of Mortgagee under this
Mortgage or any of the other Loan Documents, at law or in equity.







Indemnification,
Duty to Defend and Costs, Fees and Expenses.In addition to any other
indemnities contained in the Loan Documents, Mortgagor shall indemnify, defend
and hold Mortgagee harmless from and against any and all losses, liabilities,
claims, demands, damages, costs and expenses (including, but not limited to,
costs of title evidence and endorsements to Mortgagee’s title
insurance policy with respect to the Property and reasonable attorney fees and
other costs of defense) which may be imposed upon, incurred by or asserted
against Mortgagee, whether or not any legal proceeding is commenced with regard
thereto, in connection with: (i) the enforcement of any of Mortgagee’s rights or
powers under the Loan Documents; (ii) the protection of Mortgagee’s interest in
the Property; or (iii) any accident, injury to or death of persons or loss of or
damage to property occurring in, on or about the Property or on any sidewalk,
curb, parking area, space or street located adjacent thereto.  If any
claim or demand is made or asserted against Mortgagee by reason of any event as
to which Mortgagor is obligated to indemnify or defend Mortgagee, then, upon
demand by Mortgagee, Mortgagor, at Mortgagor’s sole cost and expense, shall
defend such claim, action or proceeding in Mortgagee’s name, if necessary, by
such attorneys as Mortgagee shall reasonably approve.  Notwithstanding
the foregoing, if Mortgagee in good faith believes that its interests in such
claim, action or proceeding are divergent from Mortgagor’s interests, Mortgagee
may, in Mortgagee’s sole discretion, engage its own attorneys to defend it or
assist in its defense and Mortgagor shall pay the reasonable fees and
disbursements of such attorneys.






24






Failure
of Mortgagor to Act.  If, after notice to Mortgagor and the
expiration of any grace or cure period provided for under the sections hereof
entitled “Event of
Default” and “Notice of
Default”, Mortgagor fails to make any payment or do any act as herein
provided, Mortgagee may, without obligation to do so, without additional notice
to or demand upon Mortgagor and without releasing Mortgagor from any obligation
hereof: (i) make or do the same in such manner and to such extent as Mortgagee
may deem necessary to protect the security hereof, Mortgagee being authorized to
enter upon the Property for such purpose; (ii) appear in and defend any action
or proceeding purporting to affect the security hereof, or the rights or powers
of Mortgagee; (iii) pay, purchase, contest or compromise any encumbrance, charge
or lien which in the judgment of Mortgagee appears to be prior or superior
hereto, but subject to Mortgagor’s rights to contest same pursuant to other
provisions of this Mortgage; and (iv) in exercising any such powers, pay
necessary expenses, employ counsel and pay its reasonable fees.  Sums
so expended and all losses, liabilities, claims, damages, costs and expenses
required to be reimbursed by Mortgagor to Mortgagee hereunder shall be payable
by Mortgagor immediately upon demand with interest from the latter of the date
of expenditure or demand, as the case may be, at the Default Rate (as defined in
the Notes).  All sums so expended and demanded by Mortgagee and the
interest thereon shall be included in the Indebtedness and secured by the lien
of this Mortgage.




Event of
Default.  Any default by Mortgagor in making any required
payment of the Indebtedness or any default in any provision, covenant,
agreement, warranty or certification contained in any of the Loan Documents
shall, except as provided in the two immediately succeeding paragraphs,
constitute an “Event of Default”.




Notice of
Default.  A default in any payment required in the Notes or any
other Loan Document, whether or not payable to Mortgagee (a “Monetary Default”),
shall not constitute an Event of Default unless Mortgagee shall have given a
written notice of such Monetary Default to Mortgagor and Mortgagor shall not
have cured such Monetary Default by payment of all amounts in default
(including, in the event that the payment was payable to Mortgagee, payment of
interest at the Default Rate, as defined in the Notes, from the date of default
to the date of cure) within five (5) business days after the date on which
Mortgagee shall have given such notice to Mortgagor.




Any other
default under the Notes or under any other Loan Document (a “Non-Monetary
Default”) shall not constitute an Event of Default unless Mortgagee shall have
given a written notice of such Non-Monetary Default to Mortgagor and Mortgagor
shall not have cured such Non-Monetary Default within thirty (30) days after the
date on which Mortgagee shall have given such notice of default to Mortgagor
(or, if the Non-Monetary Default is not curable within such 30-day period,
Mortgagor shall not have diligently undertaken and continued to pursue the
curing of such Non-Monetary Default and deposited an amount sufficient to cure
such Non-Monetary Default in an escrow account satisfactory to
Mortgagee).






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In no
event shall the notice and cure period for Monetary Default provisions recited
above constitute a grace period for the purposes of commencing interest at the
Default Rate (as defined in the Notes).




Appointment
of Receiver.  Upon the occurrence and continuance of an Event
of Default under this Mortgage, Mortgagee (without limitation or restriction by
any present or future law, without regard to the solvency or insolvency at that
time of any party liable for the payment of the Indebtedness, without regard to
the then value of the Property, whether or not there exists a threat of imminent
harm, waste or loss to the Property and or whether the same shall then be
occupied by the owner of the equity of redemption as a homestead) shall have the
absolute right to the appointment of a receiver of the Property and of the
revenues, rents, profits and other income therefrom, and said receiver shall
have (in addition to such other powers as the court making such appointment may
confer) full power to collect all such income and, after paying all necessary
expenses of such receivership and of operation, maintenance and repair of said
Property, to apply the balance to the payment of any of the Indebtedness then
due.




Foreclosure.  Upon
the occurrence of an Event of Default, the entire unpaid Indebtedness shall, at
the option of Mortgagee, become immediately due and payable for all purposes
without any notice or demand, except as required by law (ALL OTHER NOTICE OF THE
EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY
EXPRESSLY WAIVED), and Mortgagee may, in addition to exercising any
rights it may have with respect to the Personal Property under the Uniform
Commercial Code of the jurisdiction in which the Property is located, institute
proceedings in any court of competent jurisdiction to foreclose this instrument
as a mortgage, or to enforce any of the covenants hereof.  Mortgagee,
to the extent permitted by applicable law, shall, out of the proceeds or avails
of a foreclosure sale, after first paying and retaining all fees, charges, costs
of advertising the Property and of making said sale, and attorneys’ fees as
herein provided, apply such proceeds to the Indebtedness, including all sums
advanced or expended by Mortgagee or the legal holder of the Indebtedness
pursuant to any of the Loan Documents, with interest from date of advance or
expenditure at the Default Rate (as defined in the Notes), rendering the excess,
if any, as provided by law.  At the foreclosure sale, the legal holder
of the Indebtedness may purchase the Property or any part thereof.  It
shall not be obligatory upon any other purchaser at any such foreclosure sale to
see to the application of the purchase money.




Prohibition
on Transfer/One-Time Transfer.  The present ownership and
management of the Property is a material consideration to Mortgagee’s in making
the loan secured by this Mortgage, and Mortgagor shall not: (i) convey title to
all or any part of the Property; (ii) enter into any contract to convey (land
contract/installment sales contract/contract for deed) title to all or any part
of the Property which gives a purchaser possession of, or income from, the
Property prior to a transfer of title to all or any part of the Property
(“Contract to Convey”); or (iii) cause or permit a change in the proportionate
ownership of any of the entities, directly or indirectly, constituting
Mortgagor.  Any such conveyance, entering into a Contract to Convey or
change in the proportionate ownership of Mortgagor shall constitute a default
under the terms of this Mortgage.






26






Notwithstanding
the foregoing, a “change in the proportionate ownership of any of the entities,
directly or indirectly, constituting Mortgagor” and a “change in the
proportionate ownership of Mortgagor” means any conveyance, assignment, grant of
security interest or other transfer resulting in Mack-Cali Realty, L.P. not
being in direct or indirect control of all of the entities constituting
Mortgagor and/or Mack-Cali Realty, L.P. owning, directly or indirectly, less
than a 51% lien-free interest in any of the entities constituting
Mortgagor.  Accordingly, assignments of the Ground Lease and Master
Lease shall be permitted as long as: (a) the assignee is controlled, directly or
indirectly, by Mack-Cali Realty, L.P.; (b) Mack-Cali Realty, L.P., directly or
indirectly, owns at least 51% of the assignee; (c) the assignee makes the
representation and warranty to Mortgagee set forth in the section entitled
“Business
Restriction Representation and Warranty”; and (d) at the time of such
transfer, Mortgagor re-makes representations and warranties acceptable to
Mortgagee and substantially equivalent to those set forth in the Loan Documents
(exclusive of any modifications thereto set forth in side letters, if any, which
are “personal” to Mortgagor) relating to compliance with OFAC and any similar
regulations or statutes and ERISA, as same may have been amended.




Notwithstanding
anything to the contrary contained in this Mortgage, in no event shall the sale
of Mack-Cali Realty Corporation and/or Mack-Cali Realty, L.P., or a sale of all
or substantially all of their assets, or a merger involving either or both
entities, be deemed to constitute or shall otherwise trigger a conveyance or
transfer of the Property, and no consent of Mortgagee or payment of a fee to
Mortgagee will be required in connection with any such transaction.




Notwithstanding
the above, provided the loan secured by this Mortgage is not in default, upon
the prior written request from Mortgagor, Mortgagee shall not withhold its
consent to a one-time transfer of all, but not less than all, of the Property,
provided:




(i)
            the
      Property shall have achieved Debt Service Coverage (as hereinafter
      defined) of at least 1.25 for the last full fiscal year as determined from
      audited financial statements, and there are no junior liens on the
      Property, other than those that may be consented to or approved by
      Mortgagee;




(ii)
            the
      transferee (the “Transferee”) or an owner of a controlling interest in the
      Transferee (in either case, the “Creditworthy Party”) has a net worth,
      determined in accordance with generally accepted accounting principles, of
      at least $1,000,000,000, with reasonably available liquidity (in the form
      of bank demand accounts, available lines of credit that are reasonably
      anticipated to remain available for a reasonable period of time and
      publicly traded securities) of at least $100 million after funding the
      equity needed to close the
purchase;






27






(iii)
            if
      (x) the transfer of the Property is not being effected via a purchase of
      the entity or entities that own the Property, and (y) provided that
      compliance with this requirement does not prevent consummation of a sale
      transaction or increase a sale transaction’s costs by more than a nominal
      amount, then the Transferee and its general partner(s) or managing
      member(s), if any, must each be a bankruptcy remote, single purpose entity
      (“SPE”), the sole real property and material assets of which will be the
      Property (or in the case of a general partner or managing member, its
      interest in the Transferee).  In addition, in such event, the
      loan assumption documents will include a covenant that the Transferee will
      not engage in any business other than owning and operating the Property,
      and the Transferee’s ownership structure and organizational documents
      shall be in form and substance reasonably acceptable to Mortgagee and
      shall contain, among other things, acceptable restrictions on the
      Transferee’s purpose and its ability to incur indebtedness, “separateness
      covenants” and such other bankruptcy-remote, single purpose provisions
      that Mortgagee may reasonably require.  The loan assumption
      documents will also contain such representations, warranties and covenants
      as Mortgagee may reasonably require relating to the Transferee’s
      bankruptcy-remote, single purpose status.  The foregoing
      provisions shall also apply to any general partner(s) or managing
      member(s) of the Transferee.  Notwithstanding the foregoing,
      Mortgagee will not require (a) that the Transferee’s organizational
      structure include an independent director, and (b) a non-consolidation
      opinion;




(iv)
            the
      Transferee or the Creditworthy Party is experienced in the ownership and
      management of at least 10 million square feet of commercial office
      buildings;




(v)
            neither
      the Transferee nor the Creditworthy Party is subject to any bankruptcy,
      reorganization or insolvency proceedings or any criminal charges or
      proceedings and is not a current or past litigant, plaintiff or defendant
      in any suit brought against or by
Mortgagee;




(vi)
            the
      Transferee assumes all obligations under the Loan Documents (except side
      letters, if any, which are “personal” to Mortgagor) pursuant to an
      assumption agreement, in form and substance reasonably acceptable to
      Mortgagee, which includes representations, warranties and covenants
      substantially equivalent to those set forth in the Loan Documents
      (exclusive of any modification thereto set forth in side letters, if any,
      which are “personal” to Mortgagor) relating to compliance with OFAC and
      any similar regulations or statutes and ERISA, as same may be amended and,
      if applicable, with respect to being an SPE, bankruptcy remote entity, and
      Mortgagee receives a satisfactory enforceability opinion with respect to
      the assumption agreement from counsel approved by Mortgagee, and Mortgagor
      shall remain liable under the Loan Documents, except as provided in clause
      (ix), below;






28






(vii)
            the
      Creditworthy Party executes a form of Guarantee of Recourse Obligations
      and Environmental Indemnity Agreement comparable to the forms executed by
      the Principal, and Mortgagee receives a reasonably satisfactory
      enforceability opinion with respect thereto from counsel approved by
      Mortgagee;




(viii)
            an
      environmental report (a copy of which shall be given to Mortgagor) on the
      Property which meets Mortgagee’s then current requirements and is updated
      to no earlier than ninety (90) days prior to the date of transfer, is
      provided to Mortgagee at least thirty (30) days prior to the date of
      transfer and said report shall be satisfactory to Mortgagee at the time of
      transfer;




(ix)
            Mortgagor
      and the Principal shall remain liable under all of the Loan Documents
      (including the Environmental Indemnity Agreement dated of even date
      herewith), except for (a) Mortgagor’s obligations expressly assumed by the
      Transferee and/or Principal’s obligations expressly assumed by the
      Creditworthy Party, in each case required by the Loan Documents to be
      performed after the date of the transfer of the Property, and (b) acts or
      occurrences after the date of transfer of the Property to the extent
      liability for such acts and occurrences has in fact been assumed by the
      Creditworthy Party;




(x)
            Mortgagee
      receives an endorsement to its policy of title insurance, satisfactory to
      Mortgagee; and




(xi)
            the
      outstanding balance of the Notes at the time of the transfer is not more
      than 65% of the gross purchase price of the
  Property.




If
Mortgagor shall make a one-time transfer pursuant to the above conditions,
Mortgagee shall be paid a fee equal to one percent (1%) of the then outstanding
balance of the Notes, and Mortgagor, the Transferee or another person or entity
shall pay all reasonable third-party costs, fees and expenses (including
reasonable legal fees) incurred by Mortgagee in connection with such
transfer.  The fee shall be paid on or before the closing date of such
one-time transfer.  At the time of such transfer, no modification of
the interest rate or repayment terms of the Notes will be required.






29






After
such one-time transfer, no subsequent transfers of the Property shall be allowed
and no Change in the Proportionate Ownership of Transferee (as hereinafter
defined) shall be allowed without Mortgagee’s prior written
consent.  “Change in the Proportionate Ownership of Transferee” means
a change in control of the Transferee or the Creditworthy Party, or the
existence of a lien on, the direct or indirect ownership interests in the
Transferee or the Creditworthy Party which could result in such a change in
control, except for publicly traded securities.




“Debt
Service Coverage” means a number calculated by dividing Net Income Available for
Debt Service (as hereinafter defined) for a fiscal period by the debt service
during the same fiscal period under all indebtedness (including the
Indebtedness) secured by any portion of the Property.  For purposes of
the preceding sentence, “debt service” means the actual debt service due under
all indebtedness secured by any portion of the Property based upon a thirty (30)
year amortization schedule (whether or not amortization is actually required)
and, if an accrual loan, as if interest and principal on such indebtedness were
due monthly.




“Net
Income Available for Debt Service” means net income (prior to giving effect to
any capital gains or losses and any extraordinary items) from the Property,
determined in accordance with generally accepted accounting principles (“GAAP”),
consistently applied, for a fiscal period, plus (to the extent deducted in
determining net income from the Property):




A)
            interest
      on indebtedness secured by any portion of the Property for such fiscal
      period;




B)
            depreciation,
      if any, of fixed assets at or constituting the Property for such fiscal
      period;




C)
            amortization,
      if any, over the term of the lease, of standard tenant finish expenditures
      at the Property (but specifically excluding the amortization of tenant
      finish expenditures by Mortgagor in excess of $40.00 per square foot for
      new tenants and $10.00 per square foot for renewal tenants (i.e., above
      standard tenant finishes)); and




D)
            amortization
      of loan costs (over the term of the loan) incurred in connection with any
      indebtedness secured by any portion of the Property and leasing
      commissions (over the term of the lease) which have been
      prepaid;




less:




E)
            an
      amount (positive or negative) to offset any rent averaging adjustment
      resulting from adherence to
FASB-13;






30






F)
            the
      amortization of free rent and any other tenant concessions and promotional
      items not deducted in the calculation of net income
  above;




G)
            a
      replacement reserve for future tenant improvements, leasing commissions
      and structural items based on not less than $2.11 per square foot per
      annum;




H)
            the
      amount, if any, by which actual gross income during such fiscal period
      exceeds that which would be earned from the rental of 94% of the gross
      leaseable area in the Property;




I)
            the
      amount, if any, by which the actual management fee is less than 3% of
      gross revenue during such fiscal
period;




J)
            the
      amount, if any, by which the actual real estate taxes or PILOT are less
      than $3.25 per square foot per annum;
and




K)
            the
      amount, if any, by which total operating expenses, excluding management
      fees, real estate taxes and replacement reserves, are less than $10.24 per
      square foot per annum.




All
adjustments to net income referenced above shall be calculated in a manner
reasonably satisfactory to Mortgagee.




Financial
Statements.




(A)  Mortgagor
shall furnish the following items to Mortgagee within 120 days after the close
of each fiscal year of Mortgagor (the “Property Financial Statements Due Date”
or “Financial Statements Due Date”):




(i)
            combined
      financial statements for the Mortgagor/Property, which will include an
      unaudited statement of operations for such fiscal year, an unaudited
      balance sheet as of the last day of such fiscal year and an unaudited
      statement of cash flows as of the last day of such fiscal
      year;




(ii)
            a
      copy of the most recent Form 10K of the Principal filed with the
      Securities and Exchange Commission, which includes an audited balance
      sheet and audited statement of cash flows for the Principal as of the last
      day of the Principal’s fiscal year;




(iii)
            a
      current rent roll identifying location, leased area, lease begin and end
      dates, current contract rent, rent increases and increase dates,
      percentage rent, expense reimbursements, and any other recovery items;
      and




(iv)
            an
      operating budget for the current fiscal
year.






31






(B)  Furthermore,
Mortgagor shall furnish to Mortgagee, within 20 days after receipt of a written
request from Mortgagee, such reasonable financial and management information in
the possession of, or accessible to, Mortgagor which Mortgagee determines to be
useful in Mortgagee’s monitoring of the value and condition of the Property,
Mortgagor or the Principal.




All
unaudited financial statements shall contain a certification by an officer of
Mortgagor stating that they have been prepared in accordance with GAAP in all
material respects and that they are true, accurate and complete in all material
respects.  The expense of preparing all of the financial statements
required in (A), above shall be borne by Mortgagor.




In
addition to all other remedies available to Mortgagee hereunder, at law and in
equity, if any financial statement, additional information or proof of payment
of property taxes, assessments and/or PILOT is not furnished to Mortgagee, as
required in this section entitled “Financial
Statements” and in the section entitled “Taxes and
Special Assessments”, within 30 days after Mortgagee shall have given
written notice to Mortgagor that it has not been received as
required,




(x)
            interest
      on the unpaid principal balance of the Indebtedness shall, as of the
      applicable Financial Statements Due Date or the date such additional
      information or proof of payment of property taxes, assessments and/or
      PILOT was due, accrue and become payable at a rate equal to the sum of the
      Interest Rate (as defined in the Notes) plus one percent (1%) per annum
      (the “Increased Rate”); and




(y)
            Mortgagee
      may elect to obtain an independent audit of the Property at Mortgagor’s
      expense, and Mortgagor agrees that it will, upon request, promptly make
      Mortgagor’s books and records regarding the Property available to
      Mortgagee and the person(s) performing the audit (which obligation
      Mortgagor agrees can be specifically enforced by
    Mortgagee).




The
Increased Rate shall continue to be in effect until the financial statements,
additional information and/or proof of payment of property taxes, assessments
and/or PILOT (as requested by Mortgagee) shall be furnished to Mortgagee as
required.  The Increased Rate shall be calculated and paid as follows:
additional interest on the then unpaid principal balance of the Notes shall: (a)
accrue at the rate of one percent (1%) per annum (the “Increased Interest”); (b)
be added to the regular monthly payments due under the Notes and be due and
payable monthly in arrears; and (c) be calculated based on the actual number of
days that the financial statements, additional information and/or proof of
payment of property taxes, assessments and/or PILOT (as requested by Mortgagee)
are outstanding in the prior month and the actual number of days in the calendar
year, except to the extent that the number of days that such items are
outstanding consists of a full calendar month, in which case such calculation
shall be based on a year consisting of 360 days.  In the months in
which the Increased Interest shall be due and payable, there shall be no change
in the amortization of principal or the amortization schedule under the
Notes.  Commencing on the date on which the financial statements,
additional information and/or proof of payment of property taxes, assessments
and/or PILOT are received by Mortgagee, the Increased Rate shall terminate and
expire, and interest on the unpaid principal balance shall again accrue at the
Interest Rate.  Notwithstanding the foregoing, Mortgagee shall have
the right to conduct an independent audit at its own expense at any
time.






32






Defeasance.  Mortgagor
may obtain a release of the Property from the operation, effect and lien of this
Mortgage and all other Loan Documents securing repayment of the Notes, other
than the Environmental Indemnity Agreement, and thereafter Mortgagee’s recourse
shall be limited to the Adequate Substitute Collateral (as hereinafter defined)
and Mortgagee’s rights under the Environmental Indemnity Agreement, subject to
the satisfaction of the conditions set forth in the following clauses (a)
through (f), below:




(a)  The
payment of a service fee to Mortgagee in the amount of $10,000, plus payment of
all reasonable costs and expenses (including reasonable legal fees of outside
counsel) incurred by Mortgagee in connection with the defeasance.




(b)  The
deposit with Mortgagee (or with an escrow holder satisfactory to Mortgagee) of
the Adequate Substitute Collateral.




(c)  No Event
of Default shall have occurred and be continuing on the date of the deposit of
the Adequate Substitute Collateral.




(d)  The
delivery to Mortgagee of an instrument executed by Mortgagor, reasonably
satisfactory in scope, form and content to Mortgagee, granting a security
interest in the Adequate Substitute Collateral and providing that Mortgagee may
apply the Adequate Substitute Collateral to the payment of principal and
interest due under the Notes when such payments become due.




(e)  Mortgagor’s
execution and delivery to Mortgagee of such UCC financing statements as
Mortgagee may reasonably require.




(f)  The
delivery to Mortgagee of an opinion of counsel approved by Mortgagee in form and
substance reasonably satisfactory to Mortgagee to the effect that:




(1)
            The
      Adequate Substitute Collateral has been pledged to Mortgagee and is not
      subject to any valid interest, lien, claim or encumbrance of any other
      person or entity or by any court or trustee in
  bankruptcy;








33






(2)
            The
      deposit of the Adequate Substitute Collateral will not constitute a
      preferential transfer or fraudulent conveyance under any bankruptcy or
      similar law;




(3)
            The
      Adequate Substitute Collateral cannot be recovered by either creditors of
      Mortgagor (other than Mortgagee) or the trustee or custodian, for the
      benefit of such creditors, in any bankruptcy or insolvency proceeding
      prior to payment in full of the Indebtedness evidenced by the Notes;
      and




(4)
            Mortgagee
      will not recognize income, gain or loss for federal income tax purposes as
      a result of such deposit of such Adequate Substitute Collateral, and
      Mortgagee will be subject to federal income tax on the same amount and in
      the same manner and at the same times as would have been in the case if
      such deposit of Adequate Substitute Collateral had not
      occurred.




Such
opinion shall cover such other matters as Mortgagee may reasonably require in
connection with the deposit of Adequate Substitute Collateral and matters
relating thereto.




As used
herein, “Adequate Substitute Collateral” means non-callable U.S. Treasury
Obligations (as hereinafter defined), not payable or redeemable prior to their
expressed maturities, which through the payment of principal and interest in
respect thereof in accordance with their terms, without any reinvestment or
further investment of the principal of or interest earned on such U.S. Treasury
Obligations, will absolutely and unconditionally provide for payment in any and
all circumstances on the due date of each payment of interest and principal
required by the terms of the Notes, timed so that no prepayment occurs, an
amount equal to the amount of interest and principal due and payable on each
such due date, through and including a payment date selected by Mortgagor
occurring during the last 60 days of the term of the Notes.




As used
herein, “U.S. Treasury Obligations” means direct obligations of the United
States of America, or obligations of United States agencies or instrumentalities
reasonably acceptable to Mortgagee, in either case, the payment or guarantee of
which constitutes a full faith and credit obligation of the United States of
America.




Within
five (5) business days after defeasance, Mortgagee shall return to Mortgagor, by
wire transfer, any reserves held by Mortgagee.




Property
Management.  The management company for the Property shall be
reasonably satisfactory to Mortgagee.  Any change in the management
company without the prior written consent of Mortgagee shall constitute a
default under this Mortgage.  Management by Mack-Cali Realty, L.P.,
Mack-Cali Realty Corporation or any management company owned and/or controlled,
directly or indirectly, by Mack-Cali Realty Corporation or Mack-Cali Realty,
L.P. shall be satisfactory to Mortgagee, and any change in management to such an
entity will not require Mortgagee’s prior written consent.






34






Leasehold
Property.  With respect to the leasehold and subleasehold
portions of the Property (but not any sub-subleasehold portions of the
Property):




(a)  This
Mortgage expressly includes the grant, conveyance, mortgage and warrant of all
improvements on the demised premises and all additional title, estate, interest
or right which may at any time be acquired by Ground Lessee and/or Master
Lessee.  It is expressly agreed that this Mortgage shall constitute a
lien upon the fee simple title, the leasehold estate, the subleasehold estate or
any other interest acquired by Ground Lessee and/or Master Lessee in any of such
demised premises.




(b)  Ground
Lessor and Ground Lessee warrant that there is no present default under the
terms and conditions of the Ground Lease, and there are no claims, offsets,
counterclaims or other matters that may ripen into a default.  If a
default shall occur in the future, Ground Lessor and Ground Lessee covenant that
written notice thereof shall be promptly served on Mortgagee.  A
default by Ground Lessee under the Ground Lease shall constitute a default under
this Mortgage.




(c)  Master
Lessor and Master Lessee warrant that there is no present default under the
terms and conditions of the Master Lease, and there are no claims, offsets,
counterclaims or other matters that may ripen into a default.  If a
default shall occur in the future, Master Lessor and Master Lessee covenant that
written notice thereof shall be promptly served on Mortgagee.  A
default by Master Lessee under the Master Lease shall constitute a default under
this Mortgage.




Deposits
by Mortgagor.  To assure the timely payment of real estate
taxes and special assessments (including personal property taxes, if
appropriate), upon the occurrence of an Event of Default, Mortgagee shall thence
forth have the option to require Mortgagor to deposit funds with Mortgagee, in
monthly or other periodic installments in amounts reasonably estimated by
Mortgagee from time to time sufficient to pay real estate taxes and special
assessments as they become due.  If at any time the funds so held by
Mortgagee shall be insufficient to pay any of said expenses, Mortgagor shall,
upon receipt of notice thereof, immediately deposit such additional funds as may
be necessary to remove the deficiency.  All funds so deposited shall
be irrevocably appropriated to Mortgagee to be applied to the payment of such
real estate taxes and special assessments and, at the option of Mortgagee after
the occurrence of an Event of Default, the Indebtedness.






35






Notices.  Any notices,
demands, requests and consents permitted or required hereunder or under any
other Loan Document shall be in writing, may be delivered personally or sent by
certified mail, return receipt requested, with postage prepaid, or by reputable
overnight courier service.  Any notice or demand sent to Mortgagor
shall be addressed to Mortgagor c/o Mack-Cali Realty Corporation, 343 Thornall
Street, Edison, NJ 08837-2206, Attention: Mitchell E. Hersh, President and Chief
Executive Officer, with a copy to the attention of Roger W. Thomas, Esq.,
Executive Vice President and General Counsel, at the same address, or to such
other address(es) in the United States of America as Mortgagor shall designate
in a notice to Mortgagee given in the manner described herein.  Any
notice given to Mortgagee shall refer to NM Loan No. 338136 and NY Life Loan No.
374-0185.  Any notice sent to Mortgagee shall be sent to Servicer (as
defined below), shall be sent by certified mail, return receipt requested, or
reputable overnight courier service and, as of the date hereof, shall be
addressed to The Northwestern Mutual Life Insurance Company to the attention of
the Real Estate Investment Department at 720 East Wisconsin Avenue, Milwaukee,
WI 53202, or at such other address(es) as Northwestern Mutual shall designate in
a notice given in the manner described herein.  Mortgagor shall have
no obligation to determine the identity of the
Servicer.  Notwithstanding the foregoing, all submissions, notices and
requests for approvals, waivers or consents required to be made or obtained by
Mortgagor, or given by Mortgagee, shall be made or obtained from, or given by,
the Servicer, but a copy of all submissions, notices and requests for approvals,
waivers or consents (together with supporting materials) shall be delivered, in
the same manner as the original, to the holder of each of the Notes of which
Mortgagor has notice (except that no copy needs to be provided to the holder of
a Note if such holder is also the Servicer).  A copy of all
submissions, notices and requests for approvals, waivers or consents (together
with supporting materials) shall be addressed to the holder of the NYL Note at
New York Life Insurance Company, c/o New York Life Investment Management LLC, to
the attention of the Real Estate Group, Director Loan Administration Division at
51 Madison Avenue, New York, NY 10010, or at such other address(es) as New York
Life Insurance Company shall designate in a notice given to Mortgagor in the
manner described herein.  Any notice or demand hereunder shall be
deemed given when received.  Any notice or demand which is rejected,
the acceptance of delivery of which is refused or which is incapable of being
delivered on a business day during normal business hours at the address
specified herein or such other address designated pursuant hereto shall be
deemed received as of the date of attempted delivery.




Modification
of Terms.  Without affecting the liability of Mortgagor or any
other person (except any person expressly released in writing) for payment of
the Indebtedness or for performance of any obligation contained herein and
without affecting the rights of Mortgagee with respect to any security not
expressly released in writing, Mortgagee may, at any time and from time to time,
either before or after the maturity of the Notes, without notice or consent: (i)
release any person liable for payment of all or any part of the Indebtedness or
for performance of any obligation; (ii) make any agreement extending the time or
otherwise altering the terms of payment of all or any part of the Indebtedness,
or modifying or waiving any obligation, or subordinating, modifying or otherwise
dealing with the lien or charge hereof; (iii) exercise or refrain from
exercising or waive any right Mortgagee may have; (iv) accept additional
security of any kind; or (v) release or otherwise deal with any property, real
or personal, securing the Indebtedness, including all or any part of the
Property.






36






No
Waiver.  Neither Mortgagee’s failure to exercise any right or
remedy nor any acceptance by Mortgagee of payment of Indebtedness in default
shall in any event be construed as a waiver of any default then existing and
continuing or thereafter occurring, or as a release of any right or
remedy.




Nature
and Succession of Agreements.  Each of the provisions,
covenants and agreements contained herein shall inure to the benefit of, and be
binding on, the heirs, executors, administrators, successors, grantees, and
assigns of the parties hereto, respectively, and the term “Mortgagee” shall
include the owner and holder of the Notes.  The liability of Mortgagor
hereunder shall be joint and several.




Legal
Enforceability.  No provision of this Mortgage, the Notes or
any other Loan Documents shall require the payment of interest or other
obligation in excess of the maximum permitted by law.  If any such
excess payment is provided for in any Loan Documents or shall be adjudicated to
be so provided, the provisions of this paragraph shall govern and Mortgagor
shall not be obligated to pay the amount of such interest or other obligation to
the extent that it is in excess of the amount permitted by law.




Limitation
of Liability.  Notwithstanding any provision contained herein
to the contrary, the personal liability of Mortgagor hereunder shall be limited
as provided in the Notes, the terms and conditions of which are incorporated
herein by reference as though set forth fully herein at length.




Consent
of Mortgagee.  In connection with Mortgagor, the Servicer shall
be authorized to act on behalf of and for the benefit of Mortgagee and the
holders of the Notes.  The initial Servicer is Northwestern Mutual and
Mortgagor shall be given prior written notice by Northwestern Mutual and New
York Life in the event of a change in the identity of the
Servicer.  All submissions, notices and requests for approvals,
waivers or consents required to be made or obtained by Mortgagor, or given by
Mortgagee, shall be made or obtained solely from, or given solely by, the
Servicer, but a copy of all submissions, notices and requests for approvals,
waivers or consents (together with supporting materials) shall be delivered to
the holder of each of the Notes of which Mortgagor has notice (except to the
extent that the holder of a Note is also the Servicer).  Mortgagor
shall be entitled to rely on any actions taken or consents, approvals and
waivers granted by the Servicer as being taken in accordance with the terms of
any servicing agreement between the Servicer and Mortgagee and the holders of
the Notes, and pursuant to authority from Mortgagee and the holders of the
Notes, and any actions taken or consents, approvals and waivers granted by the
Servicer shall be binding upon and enforceable against Mortgagee and the holders
of the Notes.






37






Changes
in GAAP.  For purposes of calculating Debt Service Coverage,
Projected Debt Service Coverage, Net Income Available for Debt Service and
Projected Operating Income Available for Debt Service, if any change in GAAP
after the date of that certain Loan Application dated as of August 5, 2008 from
Mortgagor to Mortgagee (the “Application”) results in a change in the
calculation, solely as a result of such change in GAAP, then (i) such
calculation shall be made on the basis of GAAP in effect as of the date of the
Application, and (ii) Mortgagee and Mortgagor shall negotiate in good faith a
modification of any covenant(s), requirement(s) or precondition(s) that are
based on such calculations so that the economic effect of the calculation of
such covenant(s), requirement(s) or precondition(s) utilizing GAAP as so changed
is as close as feasible to what the economic effect of the calculation of such
covenant(s), requirement(s) or precondition(s) would have been using GAAP as in
effect as of the date of the Application.




Miscellaneous.  Time
is of the essence in each of the Loan Documents.  The remedies
of  Mortgagee as provided herein or in any other Loan Document or at
law or in equity shall be cumulative and concurrent, and may be pursued singly,
successively, or together at the sole discretion of Mortgagee, and may be
exercised as often as occasion therefor shall occur.  Neither this
Mortgage nor any other Loan Document may be modified or terminated orally but
only by agreement or discharge in writing and signed by Mortgagor and
Mortgagee.  If any of the provisions of any Loan Document or the
application thereof to any persons or circumstances shall to any extent be
invalid or unenforceable, the remainder of such Loan Document and each of the
other Loan Documents, and the application of such provision or provisions to
persons or circumstances other than those as to whom or as to which it is held
invalid or unenforceable, shall not be affected thereby, and every provision of
each of the Loan Documents shall be valid and enforceable to the fullest extent
permitted by law.




Conflict
or Inconsistency with Commitment.  If any provision contained
in this Mortgage is in conflict with, or inconsistent with, any provision in the
Commitment, the provision contained in this Mortgage shall govern and
control.




Waiver of
Jury Trial.  Mortgagor and Mortgagee, by its acceptance of this
Mortgage, hereby waive any right to trial by jury with respect to any action or
proceeding (a) brought by Mortgagor, Mortgagee or any other person relating to
(i) the obligations secured hereby and/or any understandings or prior dealings
between the parties hereto, or (ii) the Loan Documents or the Environmental
Indemnity Agreement, or (b) to which Mortgagee is a party.




Captions.  The
captions contained herein are for convenience and reference only and in no way
define, limit or describe the scope or intent of, or in any way affect this
Mortgage.






38






Governing
Law.  This Mortgage, the interpretation hereof and the rights,
obligations, duties and liabilities hereunder shall be governed and controlled
by the laws of the state in which the Property is located.




(Remainder
of page intentionally left blank)


39


IN
WITNESS WHEREOF, this Mortgage has been executed by the Mortgagor as of the day
and year first above written.




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




(Acknowledgments
on following pages)


40


STATE OF
NEW
JERSEY                 )


)ss.


COUNTY OF
MIDDLESEX              )




I CERTIFY
that on October 27, 2008, Barry Lefkowitz, the Executive Vice President and
Chief Financial Officer of Mack-Cali Realty Corporation, the General Partner of
Mack-Cali Realty, L.P., the sole member of M-C PLAZA V L.L.C., a New
Jersey limited liability company, personally came before me and stated to my
satisfaction that this person:




(a) was
the maker of the attached Instrument; and




(b) was
authorized to and did execute this Instrument as the Executive Vice President
and Chief Financial Officer of Mack-Cali Realty Corporation, the General Partner
of Mack-Cali Realty, L.P., the sole member of M-C PLAZA V L.L.C., a New
Jersey limited liability company, the entity named in this
Instrument.




/s/ Susan M.
Epstein




Susan M.
Epstein


Notary
Public of New Jersey


My
Commission Expires: October 8, 2012




STATE OF
NEW
JERSEY                 )


)ss.


COUNTY OF
MIDDLESEX              )




I CERTIFY
that on October 27, 2008, Barry Lefkowitz, the Executive Vice President and
Chief Financial Officer of Mack-Cali Sub X, Inc., the General Partner of CAL-HARBOR V URBAN RENEWAL ASSOCIATES
L.P., a New Jersey limited partnership, personally came before me and
stated to my satisfaction that this person:




(a) was
the maker of the attached Instrument; and




(b) was
authorized to and did execute this Instrument as the Executive Vice President
and Chief Financial Officer of Mack-Cali Sub X, Inc., the General Partner of
CAL-HARBOR V URBAN RENEWAL
ASSOCIATES L.P., a New Jersey limited partnership, the entity named in
this Instrument.




/s/ Susan M.
Epstein




Susan M.
Epstein


Notary
Public of New Jersey


My
Commission Expires: October 8, 2012




41





STATE OF
NEW
JERSEY                 )


)ss.


COUNTY OF
MIDDLESEX              )




I CERTIFY
that on October 27, 2008, Barry Lefkowitz, the Executive Vice President and
Chief Financial Officer of Mack-Cali Realty Corporation, the General Partner of
Mack-Cali Realty, L.P., the sole member of CAL-HARBOR V LEASING ASSOCIATES
L.L.C., a New Jersey limited liability company, personally came before me
and stated to my satisfaction that this person:




(a) was
the maker of the attached Instrument; and




(b) was
authorized to and did execute this Instrument as the Executive Vice President
and Chief Financial Officer of Mack-Cali Realty Corporation, the General Partner
of Mack-Cali Realty, L.P., the sole member of CAL-HARBOR V LEASING ASSOCIATES
L.L.C., a New Jersey limited liability company, the entity named in this
Instrument.




/s/ Susan M.
Epstein




Susan M.
Epstein


Notary
Public of New Jersey


My
Commission Expires: October 8, 2012




42