**EXHIBIT 10.91**

**AGREEMENTOF SALE AND PURCHASE**

THIS AGREEMENT OF SALE AND PURCHASE (“**Agreement**”) made this 9th day of August, 2006 by and between MACK-CALIREALTY, L.P., a limited partnership organized under the laws of the State ofDelaware having an address c/o Mack-Cali Realty Corporation, 11 Commerce Drive,Cranford, New Jersey 07016 (“**Seller**”)and WESTCORE PROPERTIES AC, LLC, a limited liability company organized underthe laws of the State of Delaware having an address at 4445 Eastgate Mall,Suite 210, San Diego, California 92121(“**Purchaser**”).

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

# **ARTICLE I**

**DEFINITIONS**

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

**“Additional Earnest Money Deposit”**has the meaning ascribed to such term in Section4.1(b).

**“Apex Agreements”**meansthat certain Agreement for the management of rooftop transmitting sites datedJuly 6, 1998, between Mack-Cali Realty Corporation on behalf of Seller andAmerican Tower Corporation, successor-in-interest to SpectraSite Communications,Inc., successor-in-interest to Apex Site Management, Inc., as amended, and thatcertain Agreement for the management of telecommunications access sites datedDecember 14, 1998, between Mack-Cali Realty Corporation on behalf of Seller andAmerican Tower Corporation, successor-in-interest to SpectraSiteCommunications, Inc., successor-in-interest to Apex Site Management, Inc, asamended.

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

**“Assignment of Ground Lease”**hasthe meaning ascribed to such term in Section 10.3(d).

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

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

----

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

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

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

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

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

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

**“Closing Statement”** hasthe meaning ascribed to such term in Section 10.4(a).

**“Closing Surviving Obligations”**means the rights, liabilities and obligations set forth in Sections 3.2, 5.3,5.4, 8.2, 8.3, 9.1(b), 10.4, 10.6, 11.1, 11.2, 12.1, Article XIV, 16.1,18.2 and 18.8, and any other provisions which pursuant to their terms survivethe Closing hereunder.

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

**“Confidentiality Agreement”**means that certain Confidentiality Agreement dated June 8, 2006 betweenWestcore Properties and Mack-Cali Realty Corporation, the general partner ofSeller.

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

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

**“Documents”** has themeaning ascribed to such term in Section 5.2(a).

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

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

**“Environmental Laws”**means each and every federal, state, county and municipal statute, ordinance,rule, regulation, code, order, requirement, directive, binding writteninterpretation and binding written policy pertaining to Hazardous Substancesissued by any Authorities and in effect as of the date of this Agreement withrespect to or which otherwise pertains to or affects the Real Property or theImprovements, or any portion thereof, the use, ownership, occupancy oroperation of the Real Property or the Improvements, or any portion thereof, orPurchaser, and as same have been amended, modified or supplemented from time totime prior to the Effective Date, including but not limited to theComprehensive Environmental

----

Response, Compensation and Liability Act of 1980 (42U.S.C. § 9601 et seq.), the Hazardous Substances Transportation Act (49 U.S.C.§ 1802 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. § 6901et seq.), as amended by the Hazardous and Solid Wastes Amendments of 1984, theWater Pollution Control Act (33 U.S.C. § 1251 et seq.), the Safe Drinking WaterAct (42 U.S.C. § 300f et seq.), the Clean Water Act (33 U.S.C. § 1321 et seq.),the Clean Air Act (42 U.S.C. § 7401 et seq.), the Solid Waste Disposal Act (42U.S.C. § 6901 et seq.), the Toxic Substances Control Act (15 U.S.C. § 2601 etseq.), the Emergency Planning and Community Right-to-Know Act of 1986 (42U.S.C. § 11001 et seq.), the Radon Gas and Indoor Air Quality Research Act of1986 (42 U.S.C. § 7401 et seq.), the National Environmental Policy Act (42U.S.C. § 4321 et seq.), the Superfund Amendment Reauthorization Act of 1986 (42U.S.C. § 9601 et seq.), the Occupational Safety and Health Act (29 U.S.C. § 651et seq.) (collectively, the “**Environmental Statutes**”),and any and all rules and regulations which have become effective prior to thedate of this Agreement under any and all of the Environmental Statutes.

**“Escrow Agent”** meansFirst American Title Insurance Company of New York, having an address at 633Third Avenue, 16th Floor, New York, New York 10017.

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

**“Evaluation Period”** meansthe period ending at 5:00 p.m. Eastern time on September 6, 2006.

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

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

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

**“Intangible Property”** means all of Seller’s right, titleand interest, to the extent assignable or transferable and to the extent nototherwise specifically excluded pursuant to this Agreement, in and to all otherintangible rights, titles, interests, privileges and appurtenances owned bySeller and exclusively related to or used exclusively in connection with theownership, use or operation of the Real Property or the Improvements,including, without limitation, all rights, claims and causes of action Sellermay have against governmental authorities, present and

----

former owners of adjacent or neighboring land, formerowners of the Property, present and former tenants of the Property, contractorsand material suppliers, and architects, engineers and contractors in connectionwith the design or construction of the Improvements, except to the extent thatany such right, claim and cause of action pertains to monies owed to Seller forthe period prior to closing and except for any right, claim and cause of actionthat Seller may choose to assert, in its sole discretion, as a counterclaimagainst a claim or cause of action asserted by or in connection with servicesprovided by any of the foregoing individuals or entities.

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

**“Lease Schedule”** means Seller’smost current lease schedule, which is attached as **Exhibit F**.

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

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

**“Licenses and Permits”**means, collectively, all of Seller’s right, title and interest, to the extentassignable, in and to licenses, permits, certificates of occupancy, approvals,dedications, subdivision maps and entitlements now or hereafter issued,approved or granted by the Authorities in connection with the Real Property andthe Improvements, together with all renewals and modifications thereof.

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

**“Mt. Pyramid Project”**hasthe meaning ascribed to such term in Section 7.1(e).

**“New Tenant Costs”**hasthe meaning ascribed to such term in Section 10.4(e).

**“Operating Expenses”**hasthe meaning ascribed to such term in Section 10.4(c).

**“Permitted Exceptions”**has the meaning ascribed to such term in Section 6.2(a).

**“Permitted Outside Parties”**has the meaning ascribed to such term in Section 5.2(b).

**“Personal Property”** meansall of Seller’s right, title and interest in and to all equipment, appliances,tools, supplies, machinery, artwork, furnishings and other tangible personalproperty attached to, appurtenant to, located in and used exclusively inconnection with the ownership or operation of the Improvements, and Seller’smanagement office 5975 S. Quebec Street, Centennial, Colorado, and situated atthe Property at the time of Closing, but specifically excluding all personalproperty leased by or licensed to Seller or owned by tenants or others andsoftware and other personal property that is proprietary or confidential innature.

----

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

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

**“Purchase Price”** has themeaning ascribed to such term in Section 3.1.

**“Purchaser’s Affiliates”**means any past, present or future: (i) shareholder, partner, member,manager or owner of Purchaser; (ii) entity in which Purchaser or any past,present or future shareholder, partner, member, manager or owner of Purchaserhas or had an interest; (iii) entity that, directly or indirectly,controls, is controlled by or is under common control with Purchaser; and(iv) the heirs, executors, administrators, personal or legalrepresentatives, successors and assigns of any or all of the foregoing.

**“Purchaser’s Information”**has the meaning ascribed to such term in Section 5.3(c).

**“Real Property”** meansthose certain parcels of real property located at 67 Inverness Drive East and9359 E. Nichols Avenue, Englewood, Arapahoe County, Colorado, 384 and 400Inverness Parkway and 9777 Pyramid Court, Englewood, Douglas County, Colorado (**“Mt. Pyramid”**), 8415 Explorer/2375Telstar Drive and 1975 Research Parkway, Colorado Springs, El Paso County,Colorado, 5350 South Roslyn Street, Greenwood Village, Arapahoe County,Colorado, 8181 East Tufts Avenue, Denver, Denver County, Colorado, and 400South Colorado Boulevard (including Seller’s leasehold estate with respect to aportion of the property), Denver, Arapahoe County, Colorado (**“400 South Colorado”**), 105 SouthTechnology Court, 303 South Technology Court A (also called Interlocken 1-A) and303 South Technology Court B (also called Interlocken 1-B), Broomfield,Broomfield County, Colorado, 1172 Century Drive (also called Centennial ValleyBusiness Park) and 285 Century Place, Louisville, Boulder Country, Colorado,5975 South Quebec Street, Centennial, Arapahoe County, Colorado 141 UnionBoulevard (also called Plaza at One Union Square), Lakewood, Jefferson County,Colorado, and part of Lot 3 Southpark Subdivision Filing No. 5 (at HilltopBusiness Park), Littleton, Arapahoe County, Colorado consisting ofapproximately 7.10 acres, all as more particularly described in the legaldescriptions attached hereto and made a part hereof as **Exhibit D**,together with all of Seller’s right, title and interest, if any, in and to theappurtenances pertaining thereto, including but not limited to Seller’s right,title and interest in and to the adjacent streets, alleys and right-of-ways,and any easement rights, air rights, subsurface development rights and waterrights.

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

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

**“Security Deposits”** meansall security deposits held by Seller, as landlord, and not previously appliedto the obligations of a Tenant under its Lease.

**“Seller’s Affiliates”**means any past, present or future: (i) shareholder, partner, member,manager or owner of Seller; (ii) entity in which Seller or any past,present or future shareholder, partner, member, manager or owner of Seller hasor had an interest; (iii) entity that, directly or

----

indirectly, controls, is controlled by or is undercommon control with Seller and (iv) the heirs, executors, administrators,personal or legal representatives, successors and assigns of any or all of theforegoing.

**“Seller’s Knowledge”**meansthe present actual (as opposed to constructive or imputed) knowledge solely ofRobert Drabkin (“**Drabkin**”), Regional Director,Mack-Cali Realty Corporation (**“MCRC”**),the general partner of Seller, without any independent investigation or inquirywhatsoever; provided that with respect to the representations and warrantiesset forth in Sections 8.1(a) through 8.1(f), inclusive, 8.1(k) and 8.1(r) ofthis Agreement, “Seller’s Knowledge” means the present actual (as opposed toconstructive or imputed) knowledge of Drabkin, Mitchell E. Hersh, President andChief Executive Officer of MCRC, Roger W. Thomas, Executive Vice President andGeneral Counsel of MCRC and Daniel J. Wagner, Vice President and SeniorAssociate General Counsel of MCRC, without any independent investigation orinquiry whatsoever, but without any personal liability whatsoever.

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

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

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

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

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

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

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

**“Title Company”** meansFirst American Title Insurance Company of New York.

----

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

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

**“Updated Survey”** has themeaning ascribed to such term in Section 6.1.

## **Section 1.2            References:Exhibits and Schedules.** Except as otherwise specifically indicated,all references in this Agreement to Articles or Sections refer to Articles orSections of this Agreement, and all references to Exhibits or Schedules referto Exhibits or Schedules attached hereto, all of which Exhibits and Schedulesare incorporated into, and made a part of, this Agreement by reference. Thewords “herein,” “hereof,” “hereinafter” and words and phrases of similar importrefer to this Agreement as a whole and not to any particular Section orArticle.

# **ARTICLEII**

**AGREEMENTOF PURCHASE AND SALE**

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

### (a)           theReal Property;

### (b)           theImprovements;

### (c)           thePersonal Property;

### (d)           theIntangible Property;

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

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

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

# **ARTICLEIII**

**CONSIDERATION**

## **Section 3.1            PurchasePrice.**  Thepurchase price for the Property (the “**PurchasePrice**”) shall be One Hundred Ninety-Five Million Two HundredNinety-Five Thousand Dollars

----

## ($195,295,000) in lawful currency of the United States of America,payable as provided in Section 3.3. The Purchase Price shall be allocated among the Real Property andImprovements in accordance with **Exhibit K**.  No portion of the Purchase Price shall be allocatedto the Personal Property.

## **Section 3.2            Assumptionof Obligations.** As additional consideration for the purchase and sale of the Property,at Closing Purchaser will (i) assume the covenants and obligations of Sellerpursuant to the Leases, Service Contracts and Licenses and Permits, subject tocertain limitations as more fully set forth in this Agreement, includingwithout limitation, the exhibits hereto and (ii) offer to hire Seller’s or itsgeneral partner’s existing employees in Colorado at the same base salary andbonus as are in existence prior to Closing as more fully set forth in Section7.3 below.

## **Section 3.3            Methodof Payment of Purchase Price.**  No later than 2:00 p.m. Eastern Standard Timeon the Closing Date, Purchaser shall pay the Purchase Price (less the EarnestMoney Deposit), together with all other costs and amounts to be paid byPurchaser at the Closing pursuant to the terms of this Agreement (“**Purchaser’s Costs**”), by Federal Reservewire transfer of immediately available funds to the account of EscrowAgent.  Escrow Agent, followingauthorization by the parties at Closing, shall, prior to 3:00 p.m. EasternStandard Time (i) pay to Seller by Federal Reserve wire transfer ofimmediately available funds to an account designated by Seller, the PurchasePrice, less any costs or other amounts to be paid by Seller at Closing pursuantto the terms of the Closing Statement executed by Seller and Purchaser,(ii) pay to the appropriate payees out of the proceeds of Closing payableto Seller all costs and amounts to be paid by Seller at Closing pursuant to theterms of the executed Closing Statement, and (iii) pay Purchaser’s Coststo the appropriate payees at Closing pursuant to the terms of the executedClosing Statement.

# **ARTICLEIV**

**EARNESTMONEY DEPOSITAND ESCROW INSTRUCTIONS**

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

### (a)           Onor before one (1) Business Day after the Effective Date, Purchaser shalldeposit with the Escrow Agent, by Federal Reserve wire transfer of immediatelyavailable funds, the sum of One Million Dollars ($1,000,000.00) as the earnestmoney deposit on account of the Purchase Price (the **“Initial Earnest Money Deposit”**).  TIME IS OF THE ESSENCE with respect to thedeposit of the Initial Earnest Money Deposit. The Initial Earnest Money Deposit shall be held by the Escrow Agent in asole order escrow account in the Purchaser’s name as a deposit against thePurchase Price in accordance with the terms and provisions of thisAgreement.  In furtherance of the foregoing, in the event Purchaser so instructsEscrow Agent on or prior to the expiration of the Evaluation Period, EscrowAgent agrees that it shall not be permitted to, and shall not, follow anyconflicting instructions given by Seller or any third party as to thedisposition of the Initial Earnest Money Deposit but shall instead follow onlythe instructions of Purchaser in connection therewith.  Seller agrees in such instance not to deliver

----

### any conflicting instructions to Escrow Agentfor any reason.  If the Agreement is notterminated on or prior to the expiration of the Evaluation Period, the InitialEarnest Money Deposit shall be transferred by the Escrow Agent to a jointescrow account for the benefit of Purchaser and Seller.

### (b)           IfPurchaser does not terminate this Agreement pursuant to Section 5.3(c) below,then on or before one (1) Business Day after the expiration of the EvaluationPeriod, Purchaser shall, in addition to the Earnest Money Deposit, deposit withEscrow Agent, by Federal Reserve wire transfer of immediately available funds,Four Million Dollars ($4,000,000.00) as an additional earnest money deposit onaccount of the Purchase Price (the **“AdditionalEarnest Money Deposit”**). TIME IS OF THE ESSENCE WITH RESPECT TO THE PAYMENT OF THE ADDITIONALEARNEST MONEY DEPOSIT.  The InitialEarnest Money Deposit and Additional Earnest Money Deposit are hereinafterreferred to individually and collectively as the **“EarnestMoney Deposit”.**

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

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

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

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

#### (i)            to provide to the Certifying Personall information and certifications regarding such party, as reasonablyrequested by the Certifying Person or otherwise required to be provided by aparty to the transaction described herein under Section 6045**of the Code; and

#### (ii)           to provide to the Certifying Personsuch party’s taxpayer identification number and a statement (on InternalRevenue Service Form W-9 or an acceptable substitute form, or on any other formthe applicable current or future Code sections and regulations might requireand/or any form requested by the

----

#### CertifyingPerson), signed under penalties of perjury, stating that the taxpayeridentification number supplied by such party to the Certifying Person iscorrect.

# **ARTICLE V**

**INSPECTIONOF PROPERTY**

## **Section 5.1            InspectionPeriod**. From and after the date of this Agreement, Purchaser and its authorizedagents and representatives (for purposes of this Article V, the **“Licensee Parties”**) shall have theright, subject to the right of the Tenants, to enter upon the Real Property atall reasonable times during normal business hours to perform an inspection ofthe Property.  Purchaser will provide toSeller notice of the intention of Purchaser or the other Licensee Parties toenter the Real Property at least 24 hours prior to such intended entry andspecify the intended purpose therefor and the inspections and examinationscontemplated to be made and with whom any Licensee Party will communicate.  At Seller’s option, Seller may be present forany such entry and inspection. Purchaser shall not communicate with or contactany of the Tenants or any of the Authorities without the prior written consentof Seller.  Notwithstanding anything tothe contrary contained herein, no physical testing or sampling shall beconducted during any such entry by Purchaser or any Licensee Party upon theReal Property without Seller’s specific prior written consent, such consent notto be unreasonably withheld, conditioned or delayed.  Notwithstanding the foregoing, Purchasershall have the right to communicate with the Authorities in order to confirmthe zoning requirements applicable to the Property and to verify whether thereare any violations of record with respect to the Property; provided, however,that such communications shall not cause any inspection of the Property by anyof the Authorities.  TIME IS OF THEESSENCE with respect to the provisions of this Section 5.1.

## **Section 5.2            DocumentReview**.

### (a)           Duringthe Evaluation Period, Purchaser and the Licensee Parties shall have the rightto review and inspect, at Purchaser’s sole cost and expense, copies of all ofthe following to the extent that, to Seller’s Knowledge, such items are inSeller’s possession or control (collectively, the **“Documents”**): all existing environmental andengineering reports and studies prepared for Seller with respect to theProperty, real estate tax bills, together with assessments (special orotherwise), ad valorem and personal property tax bills covering the period ofSeller’s ownership of the Property; current operating statements and historicaloperating information related to the Property for the past three yearsconfirming collected income, operating expenses, capital expenditures,commissions and fees, together with related correspondence, notices, existingaudits, real estate and personal property tax filings and real estate taxappeal files (which may be made available by Seller for review at the officesof Seller’s tax appeal consultant in Colorado), contracts, and associated booksand records; tenant ledgers, year-to-date operating statements, operating andother expense reconciliations and written communications with tenants regardingsame; evidence of Seller’s property insurance; documentation pertaining to theregistration of storage tanks and inventory records with respect to such tanks;the Leases, lease files, Service Contracts, Licenses and Permits; allconstruction and other contracts pertaining to the Mt. Pyramid Project,together with invoices rendered pursuant to the contracts and proof of paymentthereof; assessment district information; any governmental orquasi-governmental correspondence or other documentation and notices related

----

### to use, zoning, building code or any other regulatory matter;construction plans and specifications; and site plans and all associateddrawings, modifications, and additions for the Property; and copies of permitsand soils reports, hazardous materials permits, fire sprinkler ratings, andelectrical ratings.  Such inspectionsshall occur at a location or locations selected by Seller, which may be atSeller’s office in Denver, Colorado, at the Real Property or Purchaser’s officein San Diego, California to the extent Seller delivers any such Documents toPurchaser physically or electronically, or a combination of the foregoinglocations.  Purchaser shall not have theright to review or inspect materials not directly related to the leasing,maintenance and/or management of the Property, including, without limitation,all of Seller’s internal memoranda, financial projections, budgets, appraisals,proposals for work not actually undertaken, accounting and tax records andsimilar proprietary, elective or confidential information.

### (b)           Purchaseracknowledges that any and all of the Documents may be proprietary andconfidential in nature and have been provided to Purchaser solely to assistPurchaser in determining the desirability of purchasing the Property.  Subject only to the provisions ofArticle XII, Purchaser agrees not to disclose the contents of theDocuments or any of the provisions, terms or conditions contained therein toany party outside of Purchaser’s organization other than its attorneys,partners, accountants, lenders, investors or the Licensee Parties(collectively, for purposes of this Section 5.2(b), the “**Permitted Outside****Parties**”).  Purchaser further agrees that within itsorganization, or as to the Permitted Outside Parties, the Documents will be disclosedand exhibited only to those persons within Purchaser’s organization or to thosePermitted Outside Parties who are responsible for determining the desirabilityof Purchaser’s acquisition of the Property. Purchaser further acknowledges that the Documents and other informationrelating to the leasing arrangements between Seller and Tenants are proprietaryand confidential in nature.  Purchaseragrees not to divulge the contents of such Documents and other informationexcept in strict accordance with the confidentiality standards set forth inthis Section 5.2 and Article XII. In permitting Purchaser and the Permitted Outside Parties to review theDocuments and other information to assist Purchaser, Seller has not waived anyprivilege or claim of confidentiality with respect thereto, and no third partybenefits or relationships of any kind, either express or implied, have beenoffered, intended or created by Seller, and any such claims are expresslyrejected by Seller and waived by Purchaser and the Permitted Outside Parties,for whom, by its execution of this Agreement, Purchaser is acting as an agentwith regard to such waiver.

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

----

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

### (a)           Purchaseragrees that in entering upon and inspecting or examining the Property,Purchaser and the other Licensee Parties will not unreasonably disturb theTenants or interfere with the use of the Property pursuant to the Leases;interfere with the operation and maintenance of the Real Property orImprovements; damage any part of the Property or any personal property owned orheld by Tenants or any other person or entity; injure or otherwise cause bodilyharm to Seller or any Tenant, or to any of their respective agents, guests,invitees, contractors and employees, or to any other person or entity; permitany liens to attach to the Real Property by reason of the exercise of Purchaser’srights under this Article V; or reveal or disclose any informationobtained concerning the Property and the Documents to anyone outside Purchaser’sorganization, except in accordance with the confidentiality standards set forthin Section 5.2(b) and Article XII. Purchaser will (i) maintain comprehensive general liability(occurrence) insurance on terms and in amounts satisfactory to Seller andWorkers’ Compensation insurance in statutory limits, and, if Purchaser or anyLicensee Party performs any physical inspection or sampling at the RealProperty, in accordance with Section 5.1, such Licensee Party performingsuch physical inspection or sampling shall maintain errors and omissionsinsurance and contractor’s pollution liability insurance on terms and inamounts acceptable to Seller, and insuring Seller, Purchaser and such otherparties as Seller shall request, covering any accident or event arising inconnection with the presence of Purchaser or the other Licensee Parties on theReal Property or Improvements, and deliver evidence of insurance verifying suchcoverage to Seller prior to entry upon the Real Property or Improvements;(ii) promptly pay when due the costs of all entry and inspections andexaminations done with regard to the Property; (iii) cause any inspectionto be conducted in accordance with standards customarily employed in theindustry and in compliance with all Governmental Regulations; (iv) atSeller’s request, furnish to Seller any studies, reports or test resultsreceived by Purchaser regarding the Property, promptly after such receipt, inconnection with such inspection; and (v) restore the Real Property andImprovements to the condition in which the same were found before any suchentry upon the Real Property and inspection or examination was undertaken.

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

----

### (c)           Inthe event that Purchaser determines, after its inspection of the Documents andReal Property and Improvements, that it does not want to proceed with thetransaction as set forth in this Agreement, Purchaser shall have the right toterminate this Agreement by providing written notice to Seller prior to theexpiration of the Evaluation Period, WITH TIME BEING OF THE ESSENCE WITHRESPECT THERETO. In the event Purchaser terminates this Agreement in accordancewith this Section 5.3(c), Purchaser shall have the right to receive arefund of the Earnest Money Deposit, together with all interest which hasaccrued thereon, and except with respect to the Termination SurvivingObligations, this Agreement shall be null and void and the parties shall haveno further obligation to each other.  Inthe event this Agreement is terminated, Purchaser shall return to Seller allDocuments and copies Purchaser has made of the Documents and all copies of anystudies, reports or test results regarding any part of the Property obtained byPurchaser, before or after the execution of this Agreement (collectively, “**Purchaser’s Information**”) promptlyfollowing the time this Agreement is terminated for any reason.

## **Section 5.4            Sale“As Is”  THE TRANSACTION CONTEMPLATEDBY THIS AGREEMENT HAS BEEN NEGOTIATED BETWEEN SELLER AND PURCHASER. THISAGREEMENT REFLECTS THE MUTUAL AGREEMENT OF SELLER AND PURCHASER, AND PURCHASERHAS THE RIGHT TO CONDUCT ITS OWN INDEPENDENT EXAMINATION OF THE PROPERTY. OTHERTHAN THE MATTERS EXPRESSLY REPRESENTED IN SECTION 8.1 HEREOF AND THECLOSING DOCUMENTS, BY WHICH ALL OF THE FOLLOWING PROVISIONS OF THISSECTION 5.4 ARE LIMITED, PURCHASER HAS NOT RELIED UPON AND WILL NOT RELYUPON, EITHER DIRECTLY OR INDIRECTLY, ANY REPRESENTATION OR WARRANTY OF SELLEROR ANY OF SELLER’S AGENTS OR REPRESENTATIVES, AND PURCHASER HEREBY ACKNOWLEDGESTHAT NO SUCH REPRESENTATIONS OR WARRANTIES HAVE BEEN MADE.**

**SELLER SPECIFICALLY DISCLAIMS, AND NEITHER SELLERNOR ANY OF SELLER’S AFFILIATES NOR ANY OTHER PERSON IS MAKING, ANYREPRESENTATION, WARRANTY OR ASSURANCE WHATSOEVER TO PURCHASER, AND NOWARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EITHER EXPRESS ORIMPLIED, ARE MADE BY SELLER OR RELIED UPON BY PURCHASER WITH RESPECT TO THESTATUS OF TITLE TO OR THE MAINTENANCE, REPAIR, CONDITION, DESIGN, DEVELOPMENTPOTENTIAL OR MARKETABILITY OF THE PROPERTY, OR ANY PORTION THEREOF, INCLUDINGBUT NOT LIMITED TO (a) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY,(b) ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE,(c) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OFMATERIALS, (d) ANY RIGHTS OF PURCHASER UNDER APPROPRIATE STATUTES TO CLAIMDIMINUTION OF CONSIDERATION, (e) ANY CLAIM BY PURCHASER FOR DAMAGESBECAUSE OF DEFECTS, WHETHER KNOWN OR UNKNOWN, WITH RESPECT TO THE REAL PROPERTY,IMPROVEMENTS OR PERSONAL PROPERTY, (f) THE FINANCIAL CONDITION ORPROSPECTS OF THE PROPERTY OR ANY TENANT AND (g) THE COMPLIANCE OR LACKTHEREOF**

----

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

----

**AGREEMENTS SET FORTH HEREIN AREAN INTEGRAL PART OF THIS AGREEMENT, AND THAT SELLER WOULD NOT HAVE AGREED TOSELL THE PROPERTY TO PURCHASER FOR THE PURCHASE PRICE WITHOUT THE DISCLAIMERSAND OTHER AGREEMENTS SET FORTH IN THIS AGREEMENT.**

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

# **ARTICLEVI**

**TITLEAND SURVEY MATTERS**

## **Section 6.1            Survey**.  Purchaser acknowledges receipt of theExisting Survey.  Any modification,update or recertification of the Existing Survey shall be at Purchaser’selection and sole cost and expense.  TheExisting Survey together with any update Purchaser has elected to obtain, ifany, is herein referred to as the “**UpdatedSurvey**.”  Any matters thatare objected to by Purchaser in a written notice to Seller prior to theexpiration of the Evaluation Period shall constitute a “**Survey Objection**” under this Agreement.

## **Section 6.2            TitleCommitment**.

### (a)           Purchaseracknowledges receipt of those certain title insurance commitments issued by theTitle Company under Commitment Nos. NCS243966C01, NCS243966C02, NCS243966C03,NCS243966C04, NCS243966C05, NCS243966C06, NCS243966C07, NCS243966C08,NCS243966C09, NCS243966C10, NCS243966C11, NCS243966C12, NCS243966C13,NCS243966C14, NCS243966C15, NCS243966C16 and NCS243966C17 (the “**Title Commitment**”), together withcopies of the title exceptions listed thereon. Purchaser shall have until the expiration of the Evaluation Period toprovide written notice to Seller of Purchaser’s objection to any exception orother matter set forth in the Title

----

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

### (b)           Alltaxes, water rates or charges, sewer rents and assessments, plus interest andpenalties thereon, which on the Closing Date are liens against the RealProperty will be credited against the Purchase Price (subject to the provisionfor apportionment of taxes, water rates and sewer rents herein contained) andshall not be deemed a Title Objection provided the Title Company either omitsthe lien as an exception from the Title Commitment or insures all such items aspaid to the Closing.

### (c)           Ifon the Closing Date the Real Property shall be affected by any lien which,pursuant to the provisions of this Agreement, is required to be discharged orsatisfied by Seller, Seller shall not be required to discharge or satisfy thesame of record provided the money necessary to satisfy the lien is retained bythe Title Company at Closing or the Title Company receives an indemnity fromSeller satisfactory to the Title Company, and the Title Company either omitsthe lien as an exception from the title insurance commitment or insures againstcollection thereof from out of the Real Property, and a credit is given toPurchaser for the recording charges for a satisfaction or discharge of suchlien.

### (d)           Nofranchise, transfer, inheritance, income, corporate or other tax open, leviedor imposed against Seller or any former owner of the Property, that may be alien against the Property on the Closing Date, shall be an objection to titleif the Title Company insures

----

### against collection thereof from or out of the Real Property and/or theImprovements, and provided further that Seller deposits with the Title Companya sum reasonably sufficient to secure a release of the Property from the lienthereof or the Title Company receives an indemnity from Seller satisfactory tothe Title Company, and, in any event, any such tax is omitted as an exception tothe Title Policy.  If a search of titlediscloses judgments, bankruptcies, or other returns against other personshaving names the same as or similar to that of Seller, Seller will deliver tothe Title Company an affidavit stating that such judgments, bankruptcies orother returns do not apply to Seller, and such search results shall not bedeemed Title Objections.

## **Section 6.3            TitleDefect**.

### (a)           Inthe event Seller receives any Survey Objection, Title Objection or New TitleObjection (collectively and individually, a “**Title Defect**”) within the time periods required underSections 6.1 and 6.2 above, Seller may elect (but shall not be obligated) bywritten notice to Purchaser to attempt to remove, or cause to be removed at itsexpense, any such Title Defect, and shall provide Purchaser with writtennotice, within seven (7) days of its receipt of any such objection, of itsintention to attempt to cure any such Title Defect and/or extend the ClosingDate for such purpose.  If Seller electsto attempt to cure any Title Defect, the Scheduled Closing Date shall beextended, for a period not to exceed sixty (60) days, for the purpose of suchremoval if Seller provides written notice to Purchaser of such extension.  If Seller elects to extend the ScheduledClosing Date as aforesaid, but successfully effects such cure more than ten(10) Business Days before the expiration of the extension period set forth inSeller’s extension notice, then Seller may shorten the extension period bysending Purchaser written notice at least ten (10) Business Days prior to thenew Scheduled Closing Date.  In the eventthat (i) Seller elects not to attempt to cure any such Title Defect, or (ii) Selleris unable to cure any such Title Defect for any period elected by Seller butnot to exceed sixty (60) days from the Scheduled Closing Date, Seller shall soadvise Purchaser and Purchaser shall have the right to terminate this Agreementand receive a refund of the Earnest Money Deposit, together with all interestwhich has accrued thereon, or to waive such Title Defect and proceed to theClosing.  Purchaser shall make suchelection within ten (10) days after receipt of Seller’s notice.  If Purchaser elects to proceed to theClosing, any Title Defects waived by Purchaser shall be deemed PermittedExceptions.  In any such event oftermination, Purchaser shall promptly return Purchaser’s Information to Seller,after which neither party shall have any further obligation to the other underthis Agreement except for the Termination Surviving Obligations.

### (b)           Notwithstandingany provision of this Article VI to the contrary, Seller will be obligatedto cure exceptions to title to the Property, in the manner described in Section6.2(c) above, relating to liens and security interests securing any financingsto Seller, and any mechanic’s liens resulting from work at the Propertydirectly contracted for by Seller, provided that Seller shall remove othermonetary liens created or permitted by Seller, any new matters appearing afterthe date of the Agreement which were voluntarily created by Seller and notconsented to, approved or deemed approved by Purchaser hereunder, delinquentproperty tax liens, any income tax lien or any judgment lien as a result of Seller’sactions.

----

# **ARTICLEVII**

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

## **Section 7.1            InterimOperating Covenants**.  Seller covenants to Purchaser that Sellerwill:

### (a)           **Operations**. From the Effective Dateuntil Closing, continue to operate, manage and maintain the Improvements in theordinary course of Seller’s business and substantially in accordance withSeller’s present practice, subject to ordinary wear and tear and furthersubject to Article XI of this Agreement. From the Effective Date through the expiration of the Evaluation Period,Seller will consult with Purchaser regarding any proposed new Leases oramendments or terminations to existing Leases and provide copies thereof toPurchaser for review, including, without limitation, disclose to Purchaser bywritten notice any and all material terms regarding any proposed new Leases oramendments to or terminations of existing Leases, including, withoutlimitation, any New Tenant Costs associated with any proposed new Leases oramendment to any existing Lease, and will consult with Purchaser regarding theinitiation or settlement of any real estate tax appeals during such period;provided, however, that Seller shall not be required to obtain Purchaser’sconsent before entering into any new Leases or amendments to or terminations ofexisting Leases and/or initiating or settling any tax appeals.  After the expiration of the EvaluationPeriod, Seller shall not amend any existing Lease, accept any termination ofany existing Lease or enter into any new Lease, or initiate or settle any taxappeal, without Purchaser’s prior written consent in Purchaser’s sole andabsolute discretion; provided, however, in the event that Purchaser withholdsor conditions its consent to any amendment or termination of an existing Leaseor to any new Lease, then the provisions of Section 9.1(b) shall be null andvoid and of no further force and effect and Purchaser shall assume the risk ofany and all loses of operation income at the Property between the expiration ofthe Evaluation Period and Closing.

### (b)           **Service Contracts**. During theEvaluation Period, consult with Purchaser before entering into any ServiceContract unless such Service Contract is terminable on thirty (30) days noticewithout payment of a termination penalty, fee or premium; provided, however,that Seller shall be under no obligation to obtain Purchaser’s consent prior toentering into any Service Contract.  Fromthe expiration of the Evaluation Period until Closing, not enter into anyService Contracts, unless such Service Contracts are terminable on thirty (30)days notice without paying any termination penalty, fee or premium or unlessPurchaser consents thereto in writing in Purchaser’s sole and absolutediscretion.  At Closing, Seller shall terminateany property management agreements and any other agreements with affiliates ofSeller in connection with the Property.

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

----

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

### (e)           **Mt. Pyramid Parking Lot Expansion**.  From the Effective Date until the ClosingDate, Seller shall continue to diligently pursue completion of the on-goingparking lot expansion project at Mt. Pyramid (the **“Mt.Pyramid Project”**).  At orprior to Closing, Seller shall pay all costs and expenses incurred through, butnot including, the Closing Date in connection with the Mt. PyramidProject.  At Closing, Purchaser shallassume Seller’s obligations under the construction and other contracts enteredinto by Seller in connection with the Mt. Pyramid Project, and Purchaser shallreceive a credit against the Purchase Price in the amount necessary to completethe Mt. Pyramid Project, all as more fully set forth in Sections 10.2 and10.4(a) below.

## **Section 7.2            Estoppels.**  It will be a condition to Closing that Sellerobtain from each Major Tenant and a sufficient number of other Tenants at theProperty in order to cover not less than 80% of the total rented square footageof the buildings in the aggregate located at the Property, an executed estoppelcertificate in the form attached hereto as Exhibit “G” dated not more thanforty-five (45) days prior to Closing (unless the Scheduled Closing Date hasbeen extended by Purchaser pursuant to this Agreement), or in the form orlimited to the substance, prescribed by each Major Tenant’s or, as applicable,other Tenant’s Lease.  Notwithstandingthe foregoing, Seller agrees to request that each Major Tenant and otherTenants in the buildings execute an estoppel certificate in the form attachedhereto as Exhibit “G”, and use good faith, commercially reasonable efforts toobtain same.  Seller shall not be indefault of its obligations hereunder if any Major Tenant or other Tenant failsto deliver an estoppel certificate, or delivers an estoppel certificate whichis not in accordance with this Agreement; provided, however, that as more fullyset forth in Section 9.1(f) below, such failure may constitute the failure tosatisfy a condition precedent to Purchaser’s obligation to purchase theProperty.  For purposes of thissubsection, an estoppel certificate will be not be treated as having beenreceived if it contains (i) any material adverse inconsistencies with Seller’srepresentations or warranties set forth in this Agreement as modified pursuantto Section 8.3 below, or (ii) any material adverse deviation from the form orsubstance of estoppel required to be delivered by the Tenant hereunder, and, ifany estoppel certificate discloses any such material adverse matter not curedor satisfied by Seller on or before the date which is three (3) Business Daysprior to the Scheduled Closing Date, then Purchaser shall have the right toterminate this Agreement on or before the Scheduled Closing Date.  Purchaser shall be entitled to three (3)Business Days to review each such estoppel certificate and provide reasonableobjections thereto prior to Seller sending such estoppel certificate to aTenant.  For purposes of this Section7.3, an estoppel shall not be deemed to contain a material adverse deviationfrom the required estoppel form, if (i) the Tenant limits

----

## assertions in the estoppel “to Tenant’s Knowledge” or (ii) refuses toconfirm whether its Lease contains any extension, expansion, or terminationoptions or rights, storage or parking rights or rental or other concessions.

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

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

## **Section 7.3           ****Post-Closing Employment**.  For a period of thirty (30) days prior to theScheduled Closing Date, Purchaser’s affiliate, Westcore Management, LLC, aDelaware limited liability company (**“Westcore Management”**),shall extend offers to employ all then existing employees of Seller and MCRC inthe State of Colorado (the **“Company Employees”**),for a period of one year after Closing on the same terms and conditions (exceptas set forth below in this Section 7.3), including but not limited to basesalary and bonus, under which the Company Employees are currentlyemployed.  With respect to such CompanyEmployees that accept such offers for employment, the Westcore Management shall(a) for a period of one (1) year following the Closing, cause any CompanyEmployee that was covered under a medical or dental plan, disability benefitplan, 401(k) plan or life insurance plan of Seller or MCRC immediately prior tothe Closing to receive coverage that is comparable in the aggregate to suchcoverage provided to similarly situated employees employed by WestcoreManagement, and (b) recognize the service completed by the Company Employeesfor purposes of determining eligibility service and vesting service under anyemployee benefit plan, program or arrangement maintained by Westcore Managementfor its employees on or after the Closing Date to the same extent such servicewas credited under any employee benefit plan, program or arrangement providedby the Seller or MCRC immediately prior to the Closing Date.  The Company Employees shall be third partybeneficiaries of this Section 7.3. Promptly after the Closing, Seller shall pay any and all compensation,reimbursements and benefits due the Company Employees that accrued prior to theClosing Date.  The provisions of thisSection 7.3 shall survive the Closing for a period of one year.

----

# **ARTICLEVIII**

**REPRESENTATIONSAND WARRANTIES**

## **Section 8.1            Seller’sRepresentations and Warranties**. The followingconstitute the sole representations and warranties of Seller, whichrepresentations and warranties shall be true in all material respects as of theEffective Date and Closing Date except for such changes as are permitted underthis Agreement.  Subject to thelimitations set forth in Section 8.3 of this Agreement, Seller representsand warrants to Purchaser the following:

### (a)           **Status**. Seller is a limitedpartnership, duly organized and validly existing under the laws of the State ofDelaware.

### (b)           **Authority**. Except for the approval ofthe Board of Directors of MCRC, which Seller shall seek to obtain withinfifteen (15) days after the Effective Date (the **“Board of Directors Approval”**), the execution anddelivery of this Agreement and the performance of Seller’s obligationshereunder have been duly authorized by all necessary action on the part ofSeller, and this Agreement constitutes the legal, valid and binding obligationof Seller.

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

### (d)           **Consents**. Except for (i) the Board ofDirectors Approval and (ii) the consent of the ground lessor with respect tothe leasehold estate of Seller at 400 South Colorado (the **“Ground Lessor Consent”**), no consent, waiver,approval or authorization is required from any person or entity (that has notalready been obtained) in connection with the execution and delivery of thisAgreement by Seller or the performance by Seller of the transactionscontemplated hereby.

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

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

### (g)           **Tenants**.  As of the date of this Agreement, to Seller’sKnowledge the only tenants of the Property are the tenants set forth in theLease Schedule attached as **Exhibit F**.  To Seller’s Knowledge, the Documents madeavailable to Purchaser pursuant to Section 5.2 hereof include true,correct and complete copies of all ofthe Leases listed on **Exhibit F**.  To Seller’s Knowledge, except as set forth of**Exhibit O** annexed hereto and made a part hereof, no

----

### tenantis in monetary or material nonmonetary default under any Lease, and Seller has not sent any notice of default byany Tenant under the Leases that remains uncured.

### (h)           **Service Contracts**.  To Seller’s Knowledge none of the serviceproviders listed on **Exhibit E**is in material default under any Service Contract.  To Seller’s Knowledge, the Documents madeavailable to Purchaser pursuant to Section 5.2 hereof include true,correct and complete copies of all Service Contracts listed on **Exhibit E** under which Seller iscurrently paying for services rendered in connection with the Property.  To Seller’s Knowledge, there are no ServiceContracts other than those listed on **ExhibitE**.

### (i)            **Environmental Matters**.  To Seller’s Knowledge, except as set forth inthe reports described in **Exhibit M**(the “**Environmental Reports**”),Seller has not received written notice of any violations of Environmental Lawsat or upon the Properties.

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

### (k)           **Company Employees**.  Attached hereto as **Exhibit N** is a true, correct andcomplete list of the Company Employees together with the salary and bonuspayable to each such Company Employee as of the Effective Date.

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

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

### (n)           **Real Estate Tax Appeals**.  Attached hereto as **Exhibit P** is a true, correct andcomplete list of all pending real estate tax appeals with respect to the Property.

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

### (p)           **Historical Operating Statements**.  To Seller’s Knowledge, the historicaloperating statements to be provided to Purchaser for review pursuant to Section5.2 above, shall

----

### accurately set forth, in all material respects, the operating incomeand expenses of the Property for the past three years.

## **Section 8.2            Purchaser’sRepresentations and Warranties**.  Purchaser represents and warrants to Sellerthe following, which representations and warranties shall be true as of theEffective Date and at Closing:

### (a)           **Status**. Purchaser is a duly organizedand validly existing limited liability company under the laws of the State ofDelaware.

### (b)           **Authority**. The execution and deliveryof this Agreement and the performance of Purchaser’s obligations hereunder havebeen duly authorized by all necessary action on the part of Purchaser and thisAgreement constitutes the legal, valid and binding obligation of Purchaser.

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

### (d)           **Consents**. No consent, waiver, approvalor authorization is required from any person or entity (that has not alreadybeen obtained) in connection with the execution and delivery of this Agreementby Purchaser or the performance by Purchaser of the transactions contemplatedhereby.

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

## **Section 8.3            Survivalof Representations, Warranties and Covenants.**  The representations and warranties of Sellerset forth in Section 8.1, in the Seller Certificate delivered prior to theexpiration of the Evaluation Period and in any documents delivered at Closingand the certifications contained in any Seller estoppels delivered under the thirdparagraph of Section 7.2 will survive the Closing for a period of ten (10)months, after which time they will merge into the Deed, and Purchaser will haveno right to assert a claim based thereon after the ten-month period.  During the ten-month period, Purchaser willnot have any right to bring any action against Seller as a result of anyuntruth or inaccuracy of such representations, warranties or certifications, orany such breach, unless and until the aggregate amount of all liability and lossesarising out of any such untruth or inaccuracy, or any such breach, exceedsone-tenth of one percent (00.1%) of the Purchase Price; provided that if theaggregate amount of all liability and

----

## losses exceeds such one-tenth on one percent (00.1%) of the PurchasePrice, Purchase shall be entitled to recover all such amounts.  In addition, in no event will Seller’sliability for all such untruths, inaccuracies or breaches exceed, in theaggregate, the sum of Two Million Dollars ($2,000,000); provided, however, thatthis cap on liability shall not apply to Seller’s liability resulting from anySeller estoppels delivered pursuant to Section 7.2 above.  Notwithstanding any other provision of thisAgreement, unless Purchaser can prove that Seller made an intentionally falserepresentation, warranty or certification as of the Effective Date or as of theexpiration of the Evaluation Period, the representations, warranties andcertifications of Seller are hereby modified to be made true to the extentthat, as of the date hereof with respect to the representations and warrantiesmade herein, and as of the Closing Date with respect to representations,warranties and certifications made by Seller as of the Closing Date, (i)information contained in the Documents made available to Purchaser or itsLicensee Parties pursuant to Section 5.2(a) makes the subject representation,warranty or certification not true, or (ii) either Purchaser or the LicenseeParties has knowledge that the subject representation, warranty or certificationis untrue, or (iii) Seller has delivered or made available to Purchaser or theLicensee Parties other written information disclosing that the subjectrepresentation, warranty or certification is not true.  The Closing Surviving Obligations and theTermination Surviving Obligations will survive Closing without limitationunless a specified period is otherwise provided in this Agreement.  All other representations, warranties,covenants and agreements made or undertaken by Seller under this Agreement,unless otherwise specifically provided herein, will not survive the Closing butwill be merged into the Deed and other Closing documents delivered at theClosing.  Subject to the limitations orliability set forth above in this Section 8.3, one (1) Business Day prior tothe expiration of the Evaluation Period, Seller shall deliver to Purchaser aSeller Certificate updating as of such date, the representations, warrantiesand certifications set forth in Section 8.1, subject to such modifications asshall be permitted by virtue of (i) the operating covenants contained inSection 7.1 above, (ii) facts raised during Purchaser’s due diligence processor (iii) changes at the Property during the Evaluation Period.

# **ARTICLEIX**

**CONDITIONSPRECEDENT TO CLOSING**

## **Section 9.1            ConditionsPrecedent to Obligation of Purchaser. **The obligation of Purchaser to consummate thetransaction hereunder shall be subject to the fulfillment on or before theClosing Date of all of the following conditions, any or all of which may bewaived by Purchaser in its sole discretion:

### (a)           Sellershall have delivered to Purchaser all of the items required to be delivered toPurchaser pursuant to the terms of this Agreement, including but not limitedto, those provided for in Section 10.3.

### (b)           Betweenthe end of the Evaluation Period and the Scheduled Closing Date, there shallhave been no loss in the anticipated operating income at the Property resultingfrom a loss of tenancies at a reasonably prudent investor but not havereasonably anticipated the exercise of prudent due diligence during theEvaluation Period, including but not limited to by investigating financialconditions of the Tenant in a commercially reasonable manner, and which resultsin a loss in the value of the Property in excess of $1,000,000.00 (the “$1,000,000

----

### Threshold”).  For purposes ofcalculating the amount of any loss of anticipated operating income and itseffect on value, the parties shall compare the net present value (on theScheduled Closing Date) of the lost income stream using a discount rate of 8%per annum to the net present value of a replacement income stream commencingthree months after the Scheduled Closing Date at market rents.  For this purpose market rents shall be therents charged at comparable buildings in the same submarket and which are setforth on **Exhibit L**annexed hereto and made a part hereof. Any and all decreases in net present value shall be aggregated with anyand all increases in determining whether the $1,000,000 Threshold has beenexceeded.  In the event that the$1,000,000 Threshold has been exceeded, Purchaser shall notify Seller inwriting, which notice shall set forth Purchaser’s determination of the excessamount and the calculations supporting its determination.  In such event, Seller shall have the right toelect to reduce the Purchase Price by all or a portion of such excess.  Seller shall notify Purchaser in writing ofits election within five (5) Business Days after its receipt of Purchaser’snotice.  If Seller elects to reduce thePurchase Price by the entire excess or less than all of the excess, then thePurchase Price shall be reduced accordingly and this Agreement shall otherwisecontinue unmodified and in full force and effect.  If Seller has elected to credit less than allof the excess, Purchaser shall then have five (5) Business Days to notifySeller whether it accepts or rejects Seller’s election.  If Purchaser accepts Seller’s election, thenthe Purchase Price shall be reduced accordingly and this Agreement shallotherwise continue unmodified and in full force and effect.  If Purchaser rejects Seller’s election orSeller fails to make an election, this Agreement shall be deemed terminated andnull and void except for the Termination Surviving Obligations, and the EarnestMoney Deposit and all interest earned thereon shall be promptly returned toPurchaser.  If Purchaser fails to respondto Seller’s election within the five (5) Business Day period, it shall bedeemed to have accepted the Seller’s election. In the event that the Closing occurs at a reduced Purchase Price, (i) ifPurchaser subsequently receives or recovers all or some portion of the “lost”income on which the Purchase Price reduction was based, Purchaser shallpromptly pay over to Seller the amount received or recovered by Purchaser and(ii) Seller shall have the right to pursue collection of “lost” incomepost-Closing.   The Schedule Closing Dateshall be extended to the date necessary to provide for the notices set forth inthis Section 9.1(b).

### (c)           Therepresentations and warranties of Seller contained in Section 8.1 shallcontinue to be true and correct in all material respects on the Closing Dateexcept to reflect changes in accordance with Section 7.1 above and for changesin the representations and warranties in Subsections 8.1(e), (g), (h), (i), (j)and (k) based on facts occurring (including but not limited to notices receivedor sent) after the Effective Date.

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

### (e)           TitleCompany shall be irrevocably and unconditionally committed to issue the TitlePolicy.

----

### (f)            Sellershall have performed and observed, in all material respects, all covenants andagreements of this Agreement to be performed and observed by Seller as of theClosing Date.

## **Section 9.2            ConditionsPrecedent to Obligation to Seller. **Theobligation of Seller to consummate the transaction hereunder shall be subjectto the fulfillment on or before the date of Closing (or as otherwise provided)of all of the following conditions, any or all of which may be waived by Sellerin it sole discretion:

### (a)           Sellershall have received the Purchase Price as adjusted pursuant to, and payable inthe manner provided for, in this Agreement.

### (b)           Purchasershall have delivered to Seller all of the items required to be delivered toSeller pursuant to the terms of this Agreement, including but not limited to,those provided for in Section 10.2.

### (c)           Sellershall have received the Board of Directors Approval.

### (d)           Sellershall have received the Ground Lessor Consent.

### (e)           Therepresentations and warranties of Purchaser contained in Section 8.2 shallcontinue to be true and correct in all material respects.

### (f)            Purchasershall have performed and observed, in all material respects, all covenants andagreements of this Agreement to be performed and observed by Purchaser as ofthe Closing Date.

# **ARTICLE X**

**CLOSING**

## **Section 10.1         Closing**.The consummation of the transaction contemplated by this Agreement by deliveryof documents and payments of money from escrow shall take place at 3:00 p.m.Eastern Time on the Scheduled Closing Date at the offices of the Escrow Agent;provided, however, that the closing documents that are intended to be recordedin the land records in Colorado shall be delivered by the parties to an officein Colorado designated by Escrow Agent. Purchaser shall have an option to extend the Scheduled Closing Date fora period of up to thirty-days by delivering written notice to Seller at leastfive Business Days prior to the original Scheduled Closing Date, together withthe simultaneous deposit by Purchaser with the Escrow Agent, by Federal Reservewire transfer of immediately available funds, of the amount of Five HundredThousand Dollars ($500,000) as an additional earnest money deposit on accountof the Purchase Price (the **“Extension Deposit”**).  TIME SHALL BE OF THE ESSENCE WITH RESPECT TOPAYMENT OF THE EXTENSION DEPOSIT. Thereafter, all references in this Agreement to the Earnest MoneyDeposit shall be deemed to also include the Extension Deposit.  At Closing, the events set forth in thisArticle X will occur, it being understood that the performance or tenderof performance of all matters set forth in this Article X are mutuallyconcurrent conditions which may be waived by the party for whose benefit theyare intended.  The acceptance of the Deedby Purchaser shall be deemed to be full performance and discharge

----

## of each and every agreement and obligation on the part of Seller to beperformed hereunder unless otherwise specifically provided herein.

## **Section 10.2         Purchaser’sClosing Obligations**. On the Closing Date, Purchaser,at its sole cost and expense, will deliver the following items to Seller atClosing as provided herein:

### (a)           ThePurchase Price, after all adjustments are made as herein provided, by FederalReserve wire transfer of immediately available funds, in accordance with thetiming and other requirements of Section 3.3;

### (b)           Acounterpart original of the Assignment of Leases, duly executed by Purchaser;

### (c)           Acounterpart original of the Assignment of Ground Lease, duly executed byPurchaser;

### (d)           Acounterpart original of the Assignment, duly executed by Purchaser;

### (e)           Evidencereasonably satisfactory to Seller that the person executing the Assignment ofLeases, the Assignment, and the Tenant Notice Letters on behalf of Purchaserhas full right, power and authority to do so;

### (f)            Formof written notice executed by Purchaser and to be addressed and delivered tothe Tenants by Purchaser in accordance with Section 10.6 herein,(i) acknowledging the sale of the Property to Purchaser,(ii) acknowledging that Purchaser has received and that Purchaser isresponsible for the Security Deposit (specifying the exact amount of theSecurity Deposit) and (iii) indicating that rent should thereafter be paidto Purchaser and giving instructions therefor (the “**Tenant Notice Letters**”);

### (g)           Acounterpart original of the Closing Statement, duly executed by Purchaser;

### (h)           Acertificate, dated as of the date of Closing, stating (i) that therepresentations and warranties of Purchaser contained in Section 8.2 aretrue and correct in all material respects as of the Closing Date; and

### (i)            Suchother documents as may be reasonably necessary or appropriate to effect theconsummation of the transaction which is the subject of this Agreement,including but not limited to Colorado Withholding Form 1083.

## **Section 10.3         Seller’sClosing Obligations**.  At the Closing, Seller will deliver toPurchaser the following documents:

### (a)           Specialwarranty deeds with covenants against the grantor’s acts (the **“Deed”**), duly executed andacknowledged by Seller, conveying to Purchaser the Real Property and theImprovements subject only to the Permitted Exceptions.  With respect to the Real Property andImprovements listed on **Exhibit K**as being identified for 1031 exchanges, each

----

### such Property shall be transferred pursuant to a single Deed listingfor recording purposes the Purchase Price allocation for such Real Property asset forth on **Exhibit K**;with respect to the balance of the Real Property and Improvements, they will betransferred pursuant to a single Deed for all Real Property located within thesame county and the allocated Purchase Price for purposes of recording the Deedrelating thereto shall be the aggregate of the portions of the Purchase Priceallocated to such Real Property on **Exhibit K**;

### (b)           Ablanket assignment and bill of sale in the form attached hereto as **Exhibit C** (the “**Bill of Sale**”), duly executed bySeller, assigning and conveying to Purchaser, without representation orwarranty, title to the Personal Property;

### (c)           Acounterpart original of an assignment and assumption of Seller’s interest, aslessor, in the Leases and Security Deposits in the form attached hereto as **Exhibit B** (the “**Assignment of Leases**”), duly executedby Seller, conveying and assigning to Purchaser all of Seller’s right, titleand interest, as lessor, in the Leases and Security Deposits;

### (d)           Acounterpart original of an assignment and assumption of Seller’s leaseholdestate at 400 South Colorado in form reasonably satisfactory to counsel forboth parties and which shall be agreed upon during the Evaluation Period (the “**Assignment of Ground Lease**”), dulyexecuted by Seller, conveying and assigning to Purchaser all of Seller’s right,title and interest, in the Ground Lease;

### (e)           Acounterpart original of an assignment and assumption of Seller’s interest inthe Service Contracts and the Licenses and Permits substantially in the formattached hereto as **Exhibit A**(the “**Assignment**”), dulyexecuted by Seller, conveying and assigning to Purchaser all of Seller’sassignable right, title, and interest, if any, in the Service Contracts, theLicenses and Permits, the Apex Agreements (only to the extent the ApexAgreements pertain to the Property) and the construction and other contracts inconnection with the Mt. Pyramid Project;

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

### (g)           Evidencereasonably satisfactory to Purchaser and Title Company that the personexecuting the documents delivered by Seller pursuant to this Section 10.3on behalf of Seller has full right, power, and authority to do so;

### (h)           Acertificate in the form attached hereto as **ExhibitJ **(“**Certificate as to Foreign Status**”)certifying that Seller is not a “foreign person” as defined inSection 1445 of the Internal Revenue Code of 1986, as amended;

### (i)            Alloriginal Leases, Licenses and Permits and Service Contracts to the extent inSeller’s possession or control;

### (j)            Acertificate (the “**Seller Certificate**”),dated as of the date of Closing, stating that the representations andwarranties of Seller contained in Section 8.1 are true and correct in allmaterial respects as of the Closing Date (with appropriate modifications toreflect any changes therein) or identifying any representation or warrantywhich is not, or no longer is, true and correct and explaining the state of factsgiving rise to the change.  In no eventshall

----

### Seller be liable to Purchaser for, or be deemed to be in defaulthereunder and it shall not constitute failure of a condition precedent, if anyrepresentation or warranty is no longer true and correct in all materialrespects unless Purchaser can prove that Seller made an intentionally falserepresentation, warranty or certification as of the Effective Date or as of theexpiration of the Evaluation Period; provided, however, that if:(i) such event constitutes the non-fulfillment of the condition set forth inSection 9.1(b), Purchaser shall have the right to terminate this Agreementor receive a reduction in the Purchase Price in accordance with the provisionsof Section 9.1(b), and (ii) such representation or warranty that is no longertrue and correct in all material respects is contained in Subsections 8.1(a)through (d), (f), and (l) through (p), and such change is not in accordancewith Section 7.1, it shall constitute the failure of a condition precedent,entitling Purchaser to terminate this Agreement by written notice toSeller.  In such event, Purchaser shallreceive the prompt return of the Earnest Money Deposit and all interest earnedthereon, and except for the Termination Surviving Obligations, neither partyshall have any further liability under this Agreement.  The representations, warranties andcertifications of Seller contained in the Seller Certificate shall be subjectto the provision of Section 8.3 above;

### (k)           Theestoppel certificates received by Seller pursuant to Section 7.2 above; and

### (l)            Suchother documents as may be reasonably necessary or appropriate to effect theconsummation of the transaction which is the subject of this Agreement,including but not limited to Colorado Withholding Form 1083 and an affidavit oftitle in form and substance reasonably satisfactory to Seller and the TitleCompany.

## **Section 10.4         Prorations**.

### (a)           Sellerand Purchaser agree to adjust, as of 11:59 p.m. on the day preceding theClosing Date (the “**Proration Time**”),the following (collectively, the “**ProrationItems**”):

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

#### (ii)           Seller shall credit Purchaser atClosing with all cash Security Deposits and any prepaid rents, together withany interest to be paid to the Tenant thereon.

#### (iii)          Utility charges payable by Seller,including, without limitation, electricity, water charges and sewercharges.  If there are meters on the RealProperty, Seller will cause readings of all said meters to be performed notmore than five (5) days prior to the Closing Date, and a per diem estimatedadjustment shall be made for the days between the meter reading date and theClosing Date based on the most recent meter reading.

#### (iv)          Amounts payable under the ApexAgreements and Service Contracts.

#### (v)           Real estate taxes due and payable forthe calendar year.  If the Closing Dateshall occur before the tax rate is fixed, the apportionment of real

----

#### estate taxesshall be upon the basis of the tax rate for the preceding year applied to thelatest assessed valuation.  If,subsequent to the Closing Date, real estate taxes (by reason of change ineither assessment or rate or for any other reason) for the Real Property shouldbe determined to be higher or lower than those that are apportioned, a new computationshall be made, and Seller agrees to pay Purchaser any increase shown by suchrecomputation and vice versa.  Purchasershall, at Closing, assume all expenses incurred or to be incurred in connectionwith any real estate tax appeals that are pending at the time of Closing.

#### (vi)          The value of fuel stored at the RealProperty, at Seller’s most recent cost, including taxes, on the basis of areading made within ten (10) days prior to the Closing by Seller’s supplier.

#### (vii)         To the extent that any of WestcoreManagement’s employee benefits impose a waiting period on new employees beforesuch benefit will be available, and Seller or MCRC has the ability to continuecomparable benefits post-Closing in favor of the Company Employees, during allor a portion of such waiting period, payment to Seller or MCRC of the costs ofcontinuing such benefits for such period.

#### (viii)        Any unpaid costs necessary to completethe Mt. Pyramid Project will be credited to Purchaser.  If the parties cannot reasonably agree onsuch costs, the amount in dispute will be held in escrow by the Escrow Agentuntil completion of the project, at which time, any unpaid costs not occasionedby (A) change orders agreed to by Purchaser post-Closing or (B) increases tothe cost of construction resulting from the actions of Purchaser, will be paidfrom the escrow, and any excess monies will be paid to Seller.

Seller will be charged and credited for the amounts ofall of the Proration Items relating to the period up to and including theProration Time, and Purchaser will be charged and credited for all of theProration Items relating to the period after the Proration Time.  The estimated Closing prorations shall be setforth on a preliminary closing statement to be prepared by Seller and submittedto Purchaser prior to the Closing Date (the “**ClosingStatement**”).  The ClosingStatement, once agreed upon, shall be signed by Purchaser and Seller.  The proration shall be paid at Closing byPurchaser to Seller (if the prorations result in a net credit to Seller) or bySeller to Purchaser (if the prorations result in a net credit to Purchaser) byincreasing or reducing the cash to be delivered by Purchaser in payment of thePurchase Price at the Closing.  If theactual amounts of the Proration Items are not known as of the Closing Date, theprorations will be made at Closing on the basis of the best evidence thenavailable; thereafter, when actual figures are received, re-prorations will bemade on the basis of the actual figures, and a final cash settlement will bemade between Seller and Purchaser.  Noprorations will be made in relation to insurance premiums, and Seller’sinsurance policies will not be assigned to Purchaser.  Final readings and final billings forutilities will be made if possible as of the Closing Date, in which event noproration will be made at the Closing with respect to utility bills.  Seller will be entitled to all depositspresently in effect with the utility providers, and Purchaser will be obligatedto

----

make its own arrangements for any deposits with theutility providers. The provisions of this Section 10.4(a) will survive theClosing for twelve (12) months.

### (b)           Purchaserwill receive a credit on the Closing Statement for the prorated amount (as ofthe Proration Time) of all Rental previously paid to or collected by Seller andattributable to any period following the Proration Time.  After the Closing, Seller will cause to bepaid or turned over to Purchaser all Rental, if any, received by Seller afterClosing and attributable to any period following the Proration Time.  **“Rental”**as used herein includes fixed monthly rentals, additional rentals, percentagerentals, escalation rentals (which include each Tenant’s proration share ofbuilding operation and maintenance costs and expenses as provided for under theLease, to the extent the same exceeds any expense stop specified in suchLease), retroactive rentals, all administrative charges, utility charges,tenant or real property association dues, storage rentals, special eventproceeds, temporary rents, telephone receipts, locker rentals, vending machinereceipts and other sums and charges payable by Tenants under the Leases or fromother occupants or users of the Property. For purposes of this Agreement, rental is **“Delinquent”** when it was due prior to the Closing Date,and payment thereof has not been made on or before the Proration Time.  Delinquent Rental will not be prorated.  Purchaser agrees to use good faith collectionprocedures with respect to the collection of any Delinquent Rental, butPurchaser will have no liability for the failure to collect any such amountsand will not be required to (i) pursue legal action to enforce collection ofany such amounts owed to Seller by any Tenant, (ii) terminate the Lease withrespect to any such Tenant, or (iii) terminate any Tenant’s right to possessionunder such Lease.  After the Closing, ifPurchaser declines to pursue a collection action against a Tenant forDelinquent Rental, then Seller shall have the right to do so; provided,however, that Seller shall not (A) terminate any Lease or terminate or disturbTenant’s right to possession thereunder, or (B) commence any lawsuit until theearlier of one year after the Closing Date or one month prior to the expirationof the statute of limitations with respect to such claim.  All sums collected by Purchaser from andafter Closing from each Tenant (excluding tenant specific billings for tenantwork orders and other specific services as described in and governed bySection 10.4(d) below) will be applied first to the month in which theClosing occurs, then to current amounts owned by such Tenant to Purchaser andthen to delinquencies owed by such Tenant to Seller.  Any sums due Seller will be promptly remittedto Seller.

### (c)           Atthe Closing, Seller shall deliver to Purchaser a list of additional rent,however characterized, under each Lease, including without limitation, realestate taxes, electrical charges, utility costs and operating expenses(collectively, **“Operating Expenses”**)billed to Tenants for the calendar year in which the Closing occurs (both on amonthly basis and in the aggregate), the basis on which the monthly amounts arebeing billed and the amounts incurred by Seller on account of the components ofOperating Expenses for such calendar year. Upon the reconciliation by Purchaser of the Operating Expenses billed toTenants, and the amounts actually incurred for such calendar year, Seller andPurchaser shall be liable for overpayments of Operating Expenses, and shall beentitled to payments from Tenants, as the case may be, on a pro-ratabasis based upon each party’s period of ownership during such calendaryear.  This Section 10.3(c) shall survivepost-Closing until six (6) months after reconciliation of the OperatingExpenses.

----

### (d)           Withrespect to specific tenant billings for work orders, special items performed orprovided at the request of a Tenant or other specific services, which arecollected by Purchaser after the Closing Date but relate to the foregoingspecific services rendered by Seller prior to the Proration Time, thennotwithstanding anything to the contrary contained herein, Purchaser shallcause the first amounts collected from such Tenant to be paid to Seller onaccount thereof; provided, however, with respect to specific tenant billingsfor work orders, special items performed or provided at the request of a Tenantor other specific services, which are collected by Purchaser after the ClosingDate and relate to the foregoing specific services rendered by Purchaser afterthe Proration Time and Seller prior to the Proration Time, then notwithstandinganything to the contrary contained herein, unless Tenant’s intention for theapplication of the payment is indicated by Tenant (in which event, the Tenant’sindication shall control), Purchaser shall cause the first amounts collectedfrom such Tenant to be paid to Purchaser for such services rendered after theProration Time and then to Seller on account for services rendered by Sellerprior to the Proration Time.  Sellershall have the right to pursue collection of the foregoing items post-Closingin the same manner and subject to the same limitations as applied to thecollection of Delinquent Rental as more fully set forth in Section 10.4(b)above.

### (e)           Notwithstandingany provision of this Section 10.4 to the contrary, Purchaser will besolely responsible for its pro rata share of any leasing commissions, tenantimprovement costs or other expenditures (for purposes of thisSection 10.4(e), “**New Tenant Costs**”)incurred or to be incurred in connection with any new lease or Lease amendment,renewal or extension executed (or exercised in the event of an option toextend, renew or expand an existing Lease) on or after the Effective Date andwhich transaction was disclosed in writing to Purchaser in accordance withSection 7.1(a), and Purchaser will pay to Seller at Closing as an addition tothe Purchase Price an amount equal to any of Purchaser’s pro rata share of NewTenant Costs paid by Seller.  Forpurposes of calculating Purchaser’s pro rata share of New Tenant Costs,Purchaser shall be charged the same percentage of such costs as the percentageof the Lease’s rent term that is scheduled to occur post-Closing.  Accordingly, by way of example, if onehundred percent (100%) of the rent term is scheduled to occur post-Closing,Purchaser’s pro rata share of New Tenant Costs for such Lease would be onehundred percent (100%), whereas, if five percent (5%) of the rent term hasoccurred prior to the Closing Date, Seller shall be responsible for fivepercent (5%) of the New Tenant Costs and Purchaser shall be responsible forninety-five percent (95%). Notwithstanding any provision of this Section 10.4 to the contrary,except as set forth on **Exhibit R**annexed hereto and made a part hereof, Seller will be solely responsible forany leasing commissions, tenant improvement costs or other expendituresincurred or to be incurred in connection with any Lease executed before theEffective Date except to the extent that a credit against the Purchase Price isgranted to Purchaser at Closing (in which event, Purchaser shall be responsibleto pay for such item).  Purchaser shallsolely be responsible for the payment or, to the extent previously paid bySeller, the reimbursement to Seller, of the Lease expenses set forth on **Exhibit R**.  Seller shall deliver to Purchaser evidence ofthe due payment of all of the Lease expenses set forth on **Exhibit R** for which Seller is seekingreimbursement.  Notwithstanding anythingto contrary contained herein, Seller will be solely responsible for the costsof any contracts with affiliates of Seller and the compensation and benefits ofthe Company Employees that accrue before the Closing Date.

----

## **Section 10.5         Costsof Title Company and Closing Costs**. Costs of theTitle Company and other Closing costs incurred in connection with the Closingwill be allocated as follows:

### (a)           Sellershall pay (i) Seller’s attorney’s fees; (ii) one-half (1/2) of escrowfees, if any; (iii) the cost of the premium for the Title Policy (but onlyas to base policy without endorsements or extended coverage), the cost ofendorsements to cure any of Purchaser’s Title Objections with respect to theTitle Policy to the extent that Seller agreed to cure them pursuant to thisAgreement and customary title searches; and (iv) the cost of recordingdischarges of any liens and encumbrances.

### (b)           Purchasershall pay (i) the costs of recording the Deed to the Property and allother documents other than discharges of liens and encumbrances; (ii) allcosts of any extended or additional coverage under the Title Policy orendorsements or deletions (other than the cost of endorsements to curePurchaser’s Title Objections to the extent that Seller agreed to cure thempursuant to this Agreement), including, without limitation, the deletion of thesurvey exception, to the Title Policy that are desired by Purchaser;(iii) all premiums and other costs for any mortgagee policy of titleinsurance, if any, including but not limited to any endorsements or deletions;(iv) Purchaser’s attorney’s fees; (v) one-half (1/2) of escrow fees,if any and (vi) the costs of the Updated Survey.

### (c)           Anyother costs and expenses of Closing not provided for in this Section 10.5shall be allocated between Purchaser and Seller in accordance with the customin the area in which the Property is located.

## **Section 10.6         Post-ClosingDelivery of Tenant Notice Letters**.  Immediately following Closing, Purchaser willdeliver to each Tenant a Tenant Notice Letter, as described inSection 10.2(e).

## **Section 10.7         Like-KindExchange****. **In the event thatSeller and/or Purchaser shall elect to effectuate the Closing as part of a “like-kind”exchange under Section 1031 of the Code, each party agrees to cooperatewith and assist the other in all reasonable respects (at no cost other thanincidental attorneys’ fees) in order that the exchange so qualifies as a “like-kind”exchange under Section 1031 of the Code and the Treasury Regulationspromulgated, or to be promulgated, thereunder. If either party, or anymember/shareholder of either party (the “**ExchangingParty**”), so elects, the other party (the “**Cooperating Party**”) shall execute such documents and take suchaction as may be reasonably necessary in order to effectuate this transactionas a like-kind exchange; provided, however, that:  (i) the Cooperating Party’s cooperationhereunder shall be without cost, expense or liability to the Cooperating Partyof any kind or character other than attorneys’ fees, costs or expenses incurredin connection with the review of customary documentation in order to effectuatesuch like-kind exchange, and the Cooperating Party shall have no obligation totake title to any other real property; (ii) the Exchanging Party shall assumeall risks in connection with the designation, selection and setting of terms ofthe purchase or sale of any exchange property; (iii) except as set forth above,the Exchanging Party shall bear all costs and expenses in connection with anysuch exchange transaction in excess of the costs and expenses which would haveotherwise been incurred in acquiring or selling the Property by means of astraight purchase, so that the net effect to the Cooperating Party shall beotherwise

----

## identicalto that which would have resulted had this Agreement closed on a purchase andsale; (iv) there shall be no delay in the Scheduled Closing Date resulting fromsuch exchange by the Exchanging Party; (v) any documents to effectuate suchexchange transaction shall have no practical effect on terms and conditionscontained in this Agreement; and (vi) the Exchanging Party shall indemnify,defend and hold the Cooperating Party harmless from any and all claims,demands, penalties, loss, causes of action, suits, risks, liability, costs orexpenses of any kind or nature (including, without limitation, reasonableattorneys’ fees) which the Cooperating Party may incur or sustain, directly orindirectly, related to or in connection with, or arising out of, theconsummation of this transaction as a like-kind exchange as contemplatedhereunder.

# **ARTICLEXI**

**CONDEMNATIONAND CASUALTY**

## **Section 11.1         Casualty**.  If, prior to the Closing Date, (i) all or aSignificant Portion of the Real Property and Improvements is destroyed ordamaged by fire or other casualty, or (ii) if (a) a Major Tenant is permittedto terminate its Lease with respect to a certain Property, or (b) the cost torepair any certain Property exceedsfifteen percent (15%) of the allocated Purchase Price for such Property setforth on **ExhibitK**, Seller will notifyPurchaser of such casualty.  Withrespect to subsection (i) above, Purchaser shall have the option to terminatethis Agreement upon notice to Seller given not later than fifteen (15) daysafter receipt of Seller’s notice.  Withrespect to subsection (ii) above, Purchaser shall thereafter be entitled toterminate this Agreement as to such Property and shall only be required topurchase the remaining Property on the terms, conditions and provisions of thisAgreement as if this Agreement had never included the damaged Property, withthe Purchase Price to be reduced by the allocated Purchase Price for such Property. If this Agreement is terminated with respect to such damagedProperty, neither Seller nor Purchaser shall have any further obligations underthis Agreement with respect to such Property as to which the terminationapplies other than the Termination Surviving Obligations with respect to suchProperty.  If this Agreement isterminated, the Earnest Money Deposit and all interest accrued thereon will bereturned to Purchaser and thereafter neither Seller nor Purchaser will have anyfurther rights or obligations to the other hereunder except with respect to theTermination Surviving Obligations.  IfPurchaser does not elect to terminate this Agreement or does not have the rightto do so pursuant to the foregoing provisions of this Section 11.1, Seller willnot be obligated to repair such damage or destruction but (a) Seller willassign and turn over to Purchaser the insurance proceeds net of reasonablecollection costs (or if such have not been awarded, all of its right, title andinterest therein) payable with respect to such fire or other casualty up to theamount of the allocated Purchase Price and (b) the parties will proceed toClosing pursuant to the terms hereof without abatement of the Purchase Price,except that Purchaser will receive credit for the insurance deductibleamount.  In the event Seller elects toperform any repairs as a result of a casualty, Seller will be entitled todeduct its costs and expenses from any amount to which Purchaser is entitledunder this Section 11.1, which right shall survive the Closing.  Notwithstanding any provision contained hereinto the contrary, for purposes solely of this Section 11.1, Purchaser shall beentitled, by written notice to Seller given not less than one (1) Business Dayprior to the expiration of the Evaluation Period, to increase or decreasespecific Purchase Price allocations for any Property set forth on **Exhibit K** provided (A) suchincrease or decrease shall not exceed ten percent (10%) of the initialallocation for such Property, (B) Purchaser shall not be entitled to amend theallocations for those properties

----

## designated on **Exhibit K**as potential 1031 exchanges, and (C) any change to a Property allocation mustby offset by one or more similar changes such that the total allocations equalsbut does not exceed the Purchase Price.

## **Section 11.2         Condemnationof Property**. In the event of (a) any condemnation or sale in lieu ofcondemnation of all of the Property; or (b) any condemnation or sale inlieu of condemnation of greater than twenty-five percent (25%) of the fairmarket value of the Property prior to the Closing, Purchaser will have theoption, to be exercised within fifteen (15) days after receipt of notice ofsuch condemnation or sale, of terminating Purchaser’s obligations under thisAgreement.  In the event that either(i) any condemnation or sale in lieu of condemnation of the Property isfor less than twenty-five percent (25%) of the fair market value of theProperty, or (ii) Purchaser does not terminate this Agreement pursuant tothe preceding sentence, Seller will assign to Purchaser any and all claims forthe proceeds of such condemnation or sale to the extent the same are applicableto the Property, and Purchaser will take title to the Property with theassignment of such proceeds and subject to such condemnation and withoutreduction of the Purchase Price.  ShouldPurchaser elect to terminate Purchaser’s obligations under this Agreement underthe provisions of this Section 11.2, the Earnest Money Deposit and anyinterest thereon will be returned to Purchaser and neither Seller nor Purchaserwill have any further obligation under this Agreement, except for theTermination Surviving Obligations. Notwithstanding anything to the contrary herein, if any eminent domainor condemnation proceeding is instituted (or notice of same is given) solelyfor the taking of any subsurface rights for utility easements or for anyright-of-way easement, and the surface may, after such taking, be used insubstantially the same manner as though such rights have not been taken,Purchaser will not be entitled to terminate this Agreement, but any awardresulting therefrom will be assigned to Purchaser at Closing and will be theexclusive property of Purchaser upon Closing. Notwithstanding anything to the contrary set forth herein, in the eventof any condemnation or sale in lieu of condemnation of any certain Property (i)exceeds fifteen percent (15%) of theallocated Purchase Price of such Property (as set forth on **Exhibit K**) condemned or sold in lieu of condemnation,(ii) permits a Major Tenant to terminate its Lease with respect to suchProperty, or (iii) results in a loss of access to such Property, Seller shallnotify Purchaser of the same.  Insuch event, Purchaser shall thereafter be entitled to terminate this Agreementas to such Property and shall only be required to purchase the remainingProperty on the terms, conditions and provisions of this Agreement as if thisAgreement had never included the condemned Property, with the Purchase Price tobe reduced by the allocated Purchase Price of such Property as set forth on **Exhibit K**. Notwithstanding any provision contained herein to the contrary, forpurposes solely of this Section 11.1, Purchaser shall be entitled, by writtennotice to Seller given not less than one (1) Business Day prior to theexpiration of the Evaluation Period, to increase or decrease specific PurchasePrice allocations for any Property set forth on **Exhibit K**provided (A) such increase or decrease shall not exceed ten percent (10%) ofthe initial allocation for such Property, (B) Purchaser shall not be entitledto amend the allocations for those properties designated on **Exhibit K** as potential 1031exchanges, and (C) any change to a Property allocation must by offset by one ormore similar changes such that the total allocations equals but does not exceedthe Purchase Price.

----

# **ARTICLEXII**

**CONFIDENTIALITY**

## **Section 12.1         Confidentiality**.Seller and Purchaser each expressly acknowledge and agree that the transactionscontemplated by this Agreement and the terms, conditions, and negotiationsconcerning the same will be held in the strictest confidence by each of themand will not be disclosed by either of them except to their respective legalcounsel, accountants, consultants, officers, partners, and directors and anyother of Purchaser’s Permitted Outside Parties, and except and only to theextent that such disclosure may be necessary for their respective performanceshereunder, and Purchaser shall indemnify and hold Seller harmless from andagainst any breach by such individuals or entities of the confidentialityprovisions applicable to Purchaser under this Agreement.  Purchaser further acknowledges and agreesthat, unless and until the Closing occurs, all information obtained byPurchaser in connection with the Property will not be disclosed by Purchaser toany third persons without the prior written consent of Seller.  Nothing contained in this Article XIIwill preclude or limit either party to this Agreement from disclosing oraccessing any information otherwise deemed confidential under thisArticle XII response to lawful process or subpoena or other valid orenforceable order of a court of competent jurisdiction or any filings withgovernmental authorities required by reason of the transactions provided forherein pursuant to advice of counsel. Nothing in this Article XII willnegate, supersede or otherwise affect the obligations of the parties under theConfidentiality Agreement.  In addition,after the Closing, any press release with respect to the transaction will bemade only in the form approved by Purchaser and Seller and their respectivecounsel, which approval shall not be unreasonably withheld, conditioned ordelayed.  The provisions of thisArticle XII will survive the Closing or any termination of this Agreement.

# **ARTICLE XIII**

**REMEDIES**

## **Section 13.1         Defaultby Seller**. In the event the Closing and the transactions contemplated hereby do notoccur as herein provided by reason of any default of Seller, Purchaser may, asPurchaser’s sole and exclusive remedy, elect by notice to Seller within ten(10) Business Days following the Scheduled Closing Date, either of thefollowing: (a) to terminate this Agreement, in which event Purchaser willreceive from the Escrow Agent the Earnest Money Deposit, together with allinterest accrued thereon, whereupon Seller and Purchaser will have no furtherrights or obligations under this Agreement, except with respect to theTermination Surviving Obligations; or (b)                                 enforcespecific performance of Seller’s obligation to execute the documents requiredto convey the Property to Purchaser, it being understood and agreed that theremedy of specific performance shall not be available to enforce any otherobligation of Seller hereunder. Purchaser expressly waives its rights to seek damages in the event ofSeller’s default hereunder.  Purchasershall be deemed to have elected to terminate this Agreement and receive backthe Earnest Money Deposit if Purchaser fails to file suit for specificperformance against Seller in Denver District Court on or before forty-five(45) days following the Scheduled Closing Date. Notwithstanding the foregoing, Seller and Purchaser agree that in theevent that Purchaser is unable to obtain specific performance, then in suchevent, Purchaser shall in the alterative have theright to commence an action against Seller for damages for Seller’s breach and defaultunder this Agreement; provided, however, (that in addition to Purchaser beingentitled to receive the prompt return of its Earnest Money Deposit withinterest), Seller’s liability for damages shall not exceed the amount of theEarnest Money Deposit posted with Escrow Agent at such time.  Notwithstanding theforegoing, nothing contained in this Section 13.1 will limit Purchaser’s

----

## remedies at law, in equity or as herein provided in pursuing remediesof a breach by Seller of any of the Termination Surviving Obligations.

## **Section 13.2         Defaultby Purchaser**. In the event the Closing and the consummation of the transactionscontemplated herein do not occur as provided herein by reason of any default ofPurchaser, Purchaser and Seller agree it would be impractical and extremelydifficult to establish with precision the damages which Seller may suffer.  Purchaser and Seller hereby agree that(a) an amount equal to the Earnest Money Deposit, together with all interestaccrued thereon, is a reasonable estimate of the total net detriment Sellerwould suffer in the event Purchaser defaults and fails to complete the purchaseof the Property, and (b)     such amountwill be the full, agreed and liquidated damages for Purchaser’s default andfailure to complete the purchase of the Property, and will be Seller’s sole andexclusive remedy (whether at law or in equity) for any default of Purchaserresulting in the failure of consummation of the Closing, whereupon thisAgreement will terminate and Seller and Purchaser will have no further rightsor obligations hereunder, except with respect to the Termination SurvivingObligations.  The payment of such amountas liquidated damages is not intended as a forfeiture or penalty but is intendedto constitute liquidated damages to Seller. Notwithstanding the foregoing,nothing contained herein will limit Seller’s remedies at law, in equity or asherein provided in the event of a breach by Purchaser of any of the TerminationSurviving Obligations.

# **ARTICLE XIV**

**NOTICES**

## **Section14.1         Notices**.

### (a)           Allnotices or other communications required or permitted hereunder shall be inwriting, and shall be given by any nationally recognized overnight deliveryservice with proof of delivery, or by facsimile transmission (provided thatsuch facsimile is confirmed by the sender by overnight delivery service in themanner previously described), sent to the intended addressee at the address setforth below, or to such other address or to the attention of such other personas the addressee will have designated by written notice sent in accordanceherewith. Unless changed in accordance with the preceding sentence, theaddresses for notices given pursuant to this Agreement will be as follows:

| If to Purchaser: | Westcore Properties AC, LLC         |
|------------------|-------------------------------------|
|             | 4445 Eastgate Mall, Suite 210       |
|             | San Diego, California 92121         |
|             | Attn.: Mr. Don Ankeny               |
|             | (858) 625 – 4100 (tele.)       |
|             | (858) 678 – 0060 (fax)         |
|             |                                |
| with a copy to   | :                                   |
|             |                                |
|             | Pircher, Nichols  & Meeks       |
|             | 1925 Century  Park East, Suite 1700 |

 

----

 
|                  | Los Angeles,  California 90067                     |
|------------------|----------------------------------------------------|
|             | Attention: Real  Estate Notices (MES/EBS/4422.46)  |
|             | (310) 201-8900 (tele.)                             |
|             | (310) 201-8977 (fax)                               |
|             |                                               |
| If Seller:       | c/o Mack-Cali Realty Corporation                   |
|             | 11 Commerce Drive                                  |
|             | Cranford, New Jersey 07016                         |
|             |                                               |
|             | with separate notices to the attention of:         |
|             |                                               |
|             | Mr. Mitchell E. Hersh                              |
|             | (908) 272-8000 (tele.)                             |
|             | (908) 272-0214 (fax)                               |
|             |                                               |
|             | and                                                |
|             |                                               |
|             | Roger W. Thomas, Esq.                              |
|             | (908) 272-2612 (tele.)                             |
|             | (908) 497-0485 (fax)                               |
|             |                                               |
| With a copy to:  | Brownstein, Hyatt, & Farber                    |
|             | 410 17th Street,  22nd Floor                       |
|             | Denver, CO  80202-4437                             |
|             | Attn: Edward Barad, Esq.                           |
|             | (303) 223-1108 (tele.)                             |
|             | (303) 223-1111 (fax)                               |
|             |                                               |
| If Escrow Agent: | First American Title Insurance Company of New York |
|             | 633 Third Avenue, 16th Floor                       |
|             | New York, New York 10017                           |
|             | Attn: Mr. Anthony Ruggeri                          |
|             | (212) 922-9700 (tele.)                             |
|             | (212) 331-1504 (fax)                               |

 

### (b)           Noticesgiven by (i) overnight delivery service as aforesaid shall be deemedreceived and effective on the first business day following such dispatch and(ii) facsimile transmission as aforesaid shall be deemed given at the timeand on the date of machine transmittal provided same is sent and confirmationof receipt is received by the sender prior to 4:00 p.m. (EST) on a Business Day(if sent later or on a non-Business Day, then notice shall be deemed given onthe next Business Day).  Notices may begiven by counsel for the parties described above, and such notices shall bedeemed given by said party, for all purposes hereunder.

----

# **ARTICLEXV**

**ASSIGNMENTAND BINDING EFFECT**

## **Section 15.1         Assignment:Binding Effect**. Purchaser will not have the right to assign this Agreement, except to anaffiliate or affiliates of Westcore Properties AC, LLC.  In the event of such an assignment, the Purchasernamed herein shall continue to be liable for the performance of Purchaser’sobligations hereunder.

# **ARTICLEXVI**

**BROKERAGE**

## **Section 16.1         Brokers**.  Purchaser and Seller represent that they havenot dealt with any brokers, finders or salesmen, in connection with thistransaction, or, if either Purchaser or Seller has dealt with any such broker,finder or salesman, such party agrees to pay any fee or commission inconnection therewith and agrees to indemnify, defend and hold other the partyharmless from and against any and all loss, cost, damage, liability or expense,including reasonable attorneys’ fees, which either party may sustain, incur orbe exposed to by reason of any claim for fees or commissions made through theother party.  The provisions of thisArticle XVI will survive any Closing or termination of this Agreement.

# **ARTICLEXVII**

**ESCROWAGENT**

## **Section 17.1         Escrow**.

### (a)           Subjectto the provisions of Section 4.1 above, Escrow Agent will hold the EarnestMoney Deposit in escrow in an interest-bearing account of the type generallyused by Escrow Agent for the holding of escrow funds until the earlier of(i) the Closing, or (ii) the termination of this Agreement inaccordance with any right hereunder.  Allinterest earned on the Earnest Money Deposit shall be paid to the partyentitled to the Earnest Money Deposit. In the event this Agreement is terminated prior to the expiration of theEvaluation Period, the Earnest Money Deposit and all interest accrued thereonwill be returned by the Escrow Agent to Purchaser.  In the event the Closing occurs, the EarnestMoney Deposit and all interest accrued thereon will be released to Seller, andPurchaser shall receive a credit against the Purchase Price in the amount ofthe Earnest Money Deposit, including the interest.  In all other instances, Escrow Agent shallnot release the Earnest Money Deposit to either party until Escrow Agent hasbeen requested by Seller or Purchaser to release the Earnest Money Deposit andhas given the other party five (5) Business Days to dispute, or consent to, therelease of the Earnest Money Deposit. Purchaser represents that its tax identification number, for purposes ofreporting the interest earnings, is [16-1632621]. Seller represents thatits tax identification number, for purposes of reporting the interest earnings,is 22-3315804.

### (b)           EscrowAgent shall not be liable to any party for any act or omission, except for badfaith, negligence or willful misconduct, and the parties agree to indemnifyEscrow Agent and hold Escrow Agent harmless from any and all claims, damages,losses or expenses arising in connection herewith.  The parties acknowledge that Escrow Agent isacting solely as stakeholder for their mutual convenience.  In the event Escrow Agent receives writtennotice of a

----

### dispute between the parties with respect to the Earnest Money Depositand the interest earned thereon (the **“EscrowedFunds”**), Escrow Agent shall not be bound to release and deliver theEscrowed Funds to either party but may either (i) continue to hold theEscrowed Funds until otherwise directed in a writing signed by all partieshereto or (ii) deposit the Escrowed Funds with the clerk of the DenverDistrict Court.  Upon such deposit,Escrow Agent will be released from all duties and responsibilitieshereunder.  Escrow Agent shall have theright to consult with separate counsel of its own choosing (if it deems suchconsultation advisable) and shall not be liable for any action taken, sufferedor omitted by it in accordance with the advice of such counsel.

### (c)           EscrowAgent shall not be required to defend any legal proceeding which may beinstituted against it with respect to the Escrowed Funds, the Property or thesubject matter of this Agreement unless requested to do so by Purchaser orSeller and is indemnified to its satisfaction against the cost and expense ofsuch defense.  Escrow Agent shall not berequired to institute legal proceedings of any kind and shall have noresponsibility for the genuineness or validity of any document or other itemdeposited with it or the collectibility of any check delivered in connectionwith this Agreement.  Escrow Agent shallbe fully protected in acting in accordance with any written instructions givento it hereunder and believed by it to have been signed by the proper parties.

# **ARTICLEXVIII**

**MISCELLANEOUS**

## **Section 18.1         Waivers**.  No waiver of any breach of any covenant orprovisions contained herein will be deemed a waiver of any preceding orsucceeding breach thereof, or of any other covenant or provision containedherein.  No extension of time forperformance of any obligation or act will be deemed an extension of the timefor performance of any other obligation or act.

## **Section 18.2         Recoveryof Certain Fees**. In the event a party hereto files any action or suit against anotherparty hereto by reason of any breach of any of the covenants, agreements orprovisions contained in this Agreement, then in that event the prevailing partywill be entitled to have and recover certain fees from the other partyincluding all reasonable attorneys’feesand costs resulting therefrom. For purposes of this Agreement, the term “attorneys’fees” or “attorneys’ fees and costs” shall mean the fees and expenses ofcounsel to the parties hereto, which may include printing, photocopying,duplicating and other expenses, air freight charges, and fees billed for lawclerks, paralegals and other persons not admitted to the bar but performingservices under the supervision of an attorney, and the costs and fees incurredin connection with the enforcement or collection of any judgment obtained inany such proceeding.  The provisions ofthis Section 18.2 shall survive the entry of any judgment, and shall notmerge, or be deemed to have merged, into any judgment.

## **Section 18.3         Construction**.  Headings at the beginning of eachArticle and Section are solely for the convenience of the parties andare not a part of this Agreement. Whenever required by the context of this Agreement, the singular willinclude the plural and the masculine will include the feminine and viceversa.  This Agreement will not beconstrued as if it had been

----

## prepared by one of the parties, but rather as if both parties hadprepared the same.  All exhibits andschedules referred to in this Agreement are attached and incorporated by thisreference, and any capitalized term used in any exhibit or schedule which isnot defined in such exhibit or schedule will have the meaning attributable tosuch term in the body of this Agreement. In the event the date on which Purchaser or Seller is required to takeany action under the terms of this Agreement is not a Business Day, the actionmay be taken on the next succeeding Business Day.

## **Section 18.4         Counterparts**.  This Agreement may be executed in multiplecounterparts, each of which, when assembled to include an original signaturefor each party contemplated to sign this Agreement, will constitute a completeand fully executed original.  All suchfully executed original counterparts will collectively constitute a singleagreement.  If a party to this Agreementdelivers via telecopier or pdf e-mail a copy of this Agreement executed by suchparty, it shall have the same legal effect as the delivery of an originalexecuted counterpart of the Agreement.

## **Section 18.5         Severability**. If any term or other provision of thisAgreement is invalid, illegal, or incapable of being enforced by any rule oflaw or public policy, all of the other conditions and provisions of thisAgreement will nevertheless remain in full force and effect, so long as theeconomic or legal substance of the transactions contemplated hereby is notaffected in any adverse manner to either party. Upon such determination that any term or other provision is invalid,illegal, or incapable of being enforced, the parties hereto will negotiate ingood faith to modify this Agreement so as to reflect the original intent of theparties as closely as possible in an acceptable manner to the end that thetransactions contemplated hereby are fulfilled to the extent possible.

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

## **Section 18.7         GoverningLaw**.  THISAGREEMENT WILL BE CONSTRUED, PERFORMED AND ENFORCED IN ACCORDANCE WITH THE LAWSOF THE STATE IN WHICH THE PROPERTY IS LOCATED. SELLER AND PURCHASER HEREBY IRREVOCABLY SUBMIT TO THE JURISDICTION OFTHE DENVER DISTRICT COURT IN ANY ACTION OR PROCEEDING ARISING OUT OF ORRELATING TO THIS AGREEMENT AND HEREBY IRREVOCABLY AGREE THAT ALL CLAIMS INRESPECT OF SUCH ACTION OR PROCEEDING SHALL BE HEARD AND DETERMINED IN SUCHCOURT.

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

----

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

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

| Exhibit A - | Assignment                                                                      |
|-------------|---------------------------------------------------------------------------------|
| Exhibit B - | Assignment of Leases                                                            |
| Exhibit C - | Bill of Sale                                                                    |
| Exhibit D - | Legal Description of Real Property                                              |
| Exhibit E - | Service Contracts                                                               |
| Exhibit F - | Lease Schedule                                                                  |
| Exhibit G - | Form of Tenant Estoppel Certificate                                             |
| Exhibit H - | Existing Surveys                                                                |
| Exhibit I - | Suits and Proceedings                                                           |
| Exhibit J - | Certificate as to Foreign Status                                                |
| Exhibit K - | Purchase Price Allocation                                                       |
| Exhibit L - | Market Rents                                                                    |
| Exhibit M - | List of Environmental Reports                                                   |
| Exhibit N - | List of Company Employees                                                       |
| Exhibit O - | Arrearage Schedule, Material Non-Monetary Defaults  and Uncured Default Notices |
| Exhibit P - | Real Estate Tax Appeals                                                         |
| Exhibit Q - | Leasing Commissions Agreements                                                  |
| Exhibit R - | Purchaser’s Tenant Expenses                                                |

 

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

## **Section 18.12       Limitationson Benefits**. It is the explicit intention of Purchaser and Seller that no person orentity other than Purchaser, Seller, Seller’s Affiliates and the CompanyEmployees with respect to Section 7.3 and their permitted successors andassigns is or shall be entitled to bring any action to enforce any provision ofthis Agreement against any of the parties hereto, and the covenants,undertakings and agreements set forth in this Agreement shall be solely for thebenefit of, and shall be enforceable only by, Purchaser, Seller and Seller’sAffiliates and the Company Employees with respect to Section 7.3 or theirrespective successors and assigns as permitted hereunder.  Except as set forth in thisSection 18.12, nothing contained in this Agreement shall under anycircumstances whatsoever be deemed or construed, or be interpreted, as makingany third party (including, without limitation, any broker) a beneficiary ofany term or provision of this Agreement or any instrument or document deliveredpursuant hereto, and Purchaser and Seller expressly reject any such intent,construction or interpretation of this Agreement.

----

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

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

**IN WITNESS WHEREOF**, Seller andPurchaser have respectively executed this Agreement as of the Effective Date.
| ** ** | **PURCHASER:**                                       |
|------------|------------------------------------------------------|
|       | WESTCORE  PROPERTIES AC, LLC                         |
|       |                                                 |
|       |                                                 |
|       | By:                                                  |   | /s/ Donald Ankeny |   |
|       | Name:                                                |   | Donald Ankeny |   |
|       | Title:                                               |   | President |   |
|       |                                                 |   |
| ** ** | **SELLER:**                                          |
|       |                                                 |
|       | MACK-CALI  REALTY, L.P.                              |
|       |                                                 |
|       | By:                                                  | Mack-Cali Realty Corporation, |
|       |                                                 | its general partner |
|       |                                                 |   |
|       | By:                                                  |   | /s/ Mitchell E. Hersh |   |
|       | Name:                                                |   | Mitchell E. Hersh |   |
|       | Title:                                               |   | President and Chief Executive Officer |   |
| ** ** | ** **                                           |
| ** ** | **As to  Article XVII only:**                   |
| ** ** | ** **                                           |
| ** ** | **ESCROW  AGENT:**                                   |
| ** ** | ** **                                           |
|       | FIRST AMERICAN  TITLE INSURANCE  COMPANY OF NEW YORK |
|       |                                                 |
|       |                                                 |
|       | By:                                                  |   | /s/ Andrew D.  Jaeger |   |
|       | Name:                                                |   | Andrew D. Jaeger |   |
|       | Title:                                               |   | Vice President |   |
|            |                                                      |  |  |  |  |  |  |

 

----