Exhibit
      10.92


**MACK-CALI
      RIGHTS, OBLIGATIONS AND OPTION AGREEMENT**




**BY
      AND BETWEEN**




**MEADOWLANDS
      DEVELOPER LIMITED PARTNERSHIP,**




**MEADOWLANDS
      LIMITED PARTNERSHIP,**




**MEADOWLANDS
      DEVELOPER HOLDING CORP.,**




**MEADOWLANDS
      MACK-CALI GP, L.L.C.**




**MACK-CALI
      MEADOWLANDS SPECIAL L.L.C.,**




**MACK-CALI
      MEADOWLANDS ENTERTAINMENT L.L.C.,**




**BASEBALL
      MEADOWLANDS MILLS/MACK-CALI LIMITED PARTNERSHIP,**




**A-B
      OFFICE MEADOWLANDS MACK-CALI LIMITED PARTNERSHIP,**




**C-D
      OFFICE MEADOWLANDS MACK-CALI LIMITED PARTNERSHIP,**




**HOTEL
      MEADOWLANDS MACK-CALI LIMITED PARTNERSHIP**




**AND**




**ERC
      MEADOWLANDS MILLS/MACK-CALI LIMITED PARTNERSHIP**






**Execution
      Date: November 22, 2006**















**TABLE
      OF CONTENTS**






Page1.
                    Incorporation
                        of Recitals
                    62.
                    Certain
                        Definitions
                    63.
                    MC
                        Partners’ Rights
                    194.
                    Purposes
                        and Powers of MDLP
                    205.
                    Notice
                        of Lawsuits, Liens, Defaults under Loans, etc
                    216.
                    Allocation
                        of Benefits and Obligations Under Authority Agreements and
                        Rights of First
                        Refusal
                    217.
                    Management
                        of the MC Component Entities and the ROFR Component Entities:
                        REIT
                        Issues
                    328.
                    Management
                    339.
                    Reimbursements
                    3510.
                    Formation
                        of Component Entities; Development of Office/Hotel
                        Components
                    3611.
                    No
                        Contracts with Affiliates
                    5712.
                    Use
                        of the Marks
                    5713.
                    MC
                        Partners’ Consent Rights
                    5814.
                    Allocation
                        of Administrative Fee Payable to AMX Project Operator Under
                        the AMX Site
                        Declaration
                    6315.
                    Mediation
                        and Arbitration
                    6316.
                    Brownfields
                        Remediation Agreement
                    6417.
                    WMB
                        Annual Payment
                    6518.
                    Cooperation;
                        Savings Language
                    6519.
                    Intentionally
                        Omitted
                    6520.
                    Construction
                    6521.
                    No
                        Broker
                    6622.
                    Survival
                    6623.
                    No
                        Sale
                    6624.
                    Governing
                        Law
                    6625.
                    Notices
                    6626.
                    Successors
                        and Assigns
                    6827.
                    Amendment;
                        Waiver
                    6828.
                    Binding
                        Effect
                    6829.
                    No
                        Joint Venture
                    6830.
                    Inapplicable
                        Provisions
                    6831.
                    Representation
                        by Counsel; Interpretation
                    6932.
                    Headings
                    6933.
                    Memorandum
                        for Recordation
                    6934.
                    Counterparts;
                        Facsimile Signatures
                    69






i


















35.
              Delays
                  or Omissions
              7036.
              Expenses
              7037.
              Entire
                  Agreement
              7038.
              Limitation
                  on Liability
              7039.
              Specific
                  Performance
              70











ii


**MACK-CALI
      RIGHTS, OBLIGATIONS AND OPTION AGREEMENT**




THIS
      MACK-CALI RIGHTS, OBLIGATIONS AND OPTION AGREEMENT (this “ **Agreement** ”)
      is
      executed this 22 nd day of
      November, 2006 (the “ **Execution
      Date** ”),
      by
      and among (i) MEADOWLANDS DEVELOPER LIMITED PARTNERSHIP (f/k/a Meadowlands
      Mills/Mack-Cali Limited Partnership), a Delaware limited partnership
      (“ **MDLP** ”),
      (ii) MEADOWLANDS LIMITED PARTNERSHIP (f/k/a Meadowlands Mills Limited
      Partnership), a Delaware limited partnership (the “ **JV
      GP** ”),
      (iii) MEADOWLANDS DEVELOPER HOLDING CORP., a Delaware corporation
      (“ **JV
      Holding** ”),
      (iv) MEADOWLANDS MACK-CALI GP, L.L.C. (f/k/a Meadowlands Mills/Mack-Cali
      GP, L.L.C.), a Delaware limited liability company (“ **GP
      LLC** ”),
      (v) MACK-CALI MEADOWLANDS SPECIAL L.L.C., a New Jersey limited liability
      company (“ **Special
      General Partner** ”),
      (vi) MACK-CALI MEADOWLANDS ENTERTAINMENT L.L.C., a New Jersey limited
      liability company (“ **MC
      Entertainment** ”
and
      together with Special General Partner the “ **MC
      Partners** ”
and
      each a “ **MC
      Partner** ”),
      (vii) BASEBALL MEADOWLANDS MILLS/MACK-CALI LIMITED PARTNERSHIP, a Delaware
      limited partnership (“ **Baseball
      LP** ”),
      (viii) A-B OFFICE MEADOWLANDS MACK-CALI LIMITED PARTNERSHIP (f/k/a A-B Office
      Meadowlands Mack-Cali/Mills Limited Partnership), a Delaware limited partnership
      (“ **A-B
      Office LP** ”),
      (ix) C-D OFFICE MEADOWLANDS MACK-CALI LIMITED PARTNERSHIP (f/k/a C-D
      Office Meadowlands Mack-Cali/Mills Limited Partnership), a Delaware limited
      partnership (“ **C-D
      Office LP** ”),
      (x) HOTEL
      MEADOWLANDS MACK-CALI LIMITED PARTNERSHIP (f/k/a
      Hotel Meadowlands Mack-Cali/Mills Limited Partnership), a Delaware limited
      partnership (“ **Hotel
      LP** ”),
      and
      (xi) ERC MEADOWLANDS MILLS/MACK-CALI LIMITED PARTNERSHIP, a Delaware
      limited partnership (“ **ERC
      LP** ”).




**RECITALS**




**WHEREAS** ,
      pursuant to the Certificate of Limited Partnership filed with the Office of
      the
      Secretary of State of Delaware on October 10, 2003, MDLP was formed as a limited
      partnership pursuant to the provisions of the Delaware LP Act (as defined
      below);




**WHEREAS** ,
      the
      managing general partner of MDLP is the JV GP;




**WHEREAS** ,
      immediately prior to the Redemption (as defined below), the special general
      partner of MDLP was Special General Partner;




**WHEREAS** ,
      immediately prior to the Redemption, the JV GP and Special General Partner
      were
      the sole general partners of MDLP (the “ **Original
      General Partners** ”);




**WHEREAS** ,
      immediately prior to the Redemption (and the admission of JV Holding as a
      partner of MDLP), MC Entertainment and the JV GP (collectively, the
“ **Original
      Limited Partners** ”)
      were
      the sole limited partners of MDLP;




**WHEREAS** ,
      in
      connection with the formation of MDLP, the JV GP and the MC Partners
      entered into that certain Limited Partnership Agreement of Meadowlands
      Mills/Mack-Cali Limited Partnership, dated November 25, 2003 (the “ **Mills/Mack-Cali
      Agreement** ”)
      and
      effective on the Effective Date (as defined below), as amended by that certain
      First Amendment







to
      Limited Partnership Agreement of MDLP, dated June 30, 2005 (the “ **First
      Amendment** ”
and
      together with the Mills/Mack-Cali Agreement the “ **Original
      Agreement** ”),
      a copy of which is annexed hereto as **Exhibit
      A** ;




**WHEREAS** ,
      prior
      to the date hereof, MDLP entered into: (i) that certain Redevelopment Agreement,
      dated as of December 3, 2003, with the New Jersey Sports and Exposition
      Authority (the “ **NJSEA** ”)
      pursuant to which, among other things, MDLP is entitled, on the terms and
      conditions set forth therein, to improve and redevelop the Meadowlands Complex
      (as defined below) with an entertainment, sports, recreation and retail complex,
      together with Office/Hotel Components (“ **Meadowlands
      Xanadu** ”);
      and
      (ii) the following amendments to the Redevelopment Agreement: (a) that
      certain First Amendment to Redevelopment Agreement, dated as of October 5,
      2004,
      (b) that certain Second Amendment to Redevelopment Agreement, dated as of March
      15, 2005, (c) that certain Third Amendment to Redevelopment Agreement, dated
      as
      of May 23, 2005 to be effective as of March 30, 2005, and (d) that certain
      Fourth Amendment to Redevelopment Agreement, dated as of June 30, 2005 (such
      Redevelopment Agreement, together with such amendments, being collectively
      referred to herein as the “ **Redevelopment
      Agreement** ”);




**WHEREAS** ,
      the
      real property that is subject to the Redevelopment Agreement and upon which
      MDLP
      has commenced construction of Meadowlands Xanadu is referred to in the
      Redevelopment Agreement and herein as the “ **Project
      Site** ”;




**WHEREAS** ,
      prior
      to the date hereof, MDLP caused to be formed, the following five Delaware
      limited partnerships to acquire tenant leasehold interests in the five
      components of the Project Site: (i) ERC LP, (ii) Baseball LP, (iii) A-B Office
      LP, (iv) C-D Office LP, and (v) Hotel LP (being individually referred to herein
      as a “ **Component
      Entity** ”
and
      collectively as the “ **Component
      Entities** ”);




**WHEREAS** ,
      prior
      to the date hereof, MDLP caused GP LLC to be formed and to be the general
      partner of each of the Component Entities;




**WHEREAS** ,
      the
      Redevelopment Agreement contemplates that certain agreements were to be
      executed, and certain funds were to be paid (including the Development Rights
      Fee, as defined in the Redevelopment Agreement), and certain actions were to
      be
      taken, upon the occurrence of the Development Rights Fee Funding Date (as
      defined in the Redevelopment Agreement);




**WHEREAS** ,
      the
      Development Rights Fee Funding Date occurred on June 30, 2005 in connection
      with
      the closing of the transactions contemplated in the Redevelopment Agreement
      that
      were to occur on the Development Rights Fee Funding Date (such closing is
      commonly referred to by the NJSEA and MDLP, and referred to herein, as the
      “ **Financial
      Closing** ”);




**WHEREAS** ,
      in
      connection with the Financial Closing, the following documents (in addition
      to
      certain other documents not herein described), each dated as of June 30, 2005,
      were executed and delivered by the Original General Partners jointly, either
      on
      behalf of MDLP or on behalf of GP LLC and/or one or more Component Entities,
      as
      applicable: (i) Ground Lease




2


(“ **ERC
      Ground Lease** ”)
      by and
      between the NJSEA and ERC LP pertaining to the portion of the Project Site
      commonly known as the Entertainment/Retail Site (the “ **ERC
      Site** ”);
      (ii)
      Ground Lease (“ **Baseball
      Ground Lease** ”)
      by and
      between the NJSEA and Baseball LP for the portion of the Project Site commonly
      known as the Baseball Site (the “ **Baseball
      Site** ”);
      (iii)
      Ground Lease (“ **Hotel
      Ground Lease** ”)
      by and
      between the NJSEA and Hotel LP for the portion of the Project Site commonly
      known as the Hotel Site (“ **Hotel
      Site** ”);
      (iv)
      Ground Lease (“ **A-B
      Ground Lease** ”)
      by and
      between the NJSEA and A-B Office LP for the portion of the Project Site commonly
      known as the A-B Office Site (“ **A-B
      Office Site** ”);
      (v)
      Ground Lease (“ **C-D
      Ground Lease** ”)
      by and
      between the NJSEA and C-D Office LP for the portion of the Project Site commonly
      know as the C-D Office Site (“ **C-D
      Office Site** ”);
      (vi)
      five Assignment and Assumption Agreements (referred to in the Redevelopment
      Agreement as “ **Component
      Agreements** ”)
      (the
“ **Component
      Agreements** ”)
      wherein MDLP assigned certain of its rights and obligations under the
      Redevelopment Agreement to the Component Entities, one such Assignment and
      Assumption Agreement for each of the ERC Site, the Hotel Site, the Baseball
      Site, the A-B Office Site and the C-D Office Site; and (vii) five memoranda
      of
      lease, one for each of the ERC Ground Lease, the Baseball Ground Lease, the
      Hotel Ground Lease, the A-B Ground Lease and the C-D Ground Lease;




**WHEREAS** ,
      the
      Development Rights Fee, an amount equal to $160,000,000, is deemed under the
      Redevelopment Agreement and the Ground Leases to constitute prepaid rent under
      all of the Ground Leases with respect to the first fifteen (15) years of each
      of
      the Ground Leases;




**WHEREAS** ,
      the
      Ground Leases allocate the amount of the Development Rights Fee to prepaid
      rent
      under the Ground Leases for the first fifteen (15) years of the Ground Leases,
      and treat the payment of such amounts as made by the corresponding Component
      Entities, as set forth on **Exhibit
      B** ,
      which
      allocations described therein are referred to herein as the “ **Prepaid
      Rent Allocations** ”;




**WHEREAS** ,
      at the
      time of the Financial Closing, notwithstanding that the Development Rights
      Fee
      was paid by MDLP to the NJSEA, it was the intent of the Original Limited
      Partners that the aggregate amount of the Development Rights Fee be allocated
      to
      prepaid rent between each of the Ground Leases in the amounts of the Prepaid
      Rent Allocations, and treated as the payment of such amounts by the
      corresponding Component Entities;




**WHEREAS** ,
      at the
      time of the Financial Closing, notwithstanding that the Development Rights
      Fee
      was paid directly by MDLP to the NJSEA, it was the intent of the Original
      Limited Partners that the following be deemed to have occurred immediately
      prior
      to such payment of the Development Rights Fee to the
      NJSEA:  (i) on June 30, 2005, MDLP contributed, as capital
      contributions to the Component Entities and GP LLC, cash in an aggregate amount
      equal to the Development Rights Fee (the “ **Aggregate
      Capital Contributions** ”),
      with
      99.99% of such Aggregate Capital Contributions being made directly to the
      Component Entities (such capital contributions, the “ **Direct
      Capital Contributions** ”)
      and
      0.01% of such Aggregate Capital Contributions being made to GP LLC (such
      capital contributions, the “ **Indirect
      Capital Contributions** ”),
      (ii) GP LLC, on June 30, 2005 and immediately after MDLP’s
      contribution of the Indirect Capital Contributions to GP LLC, contributed,
      as
      capital contributions to the Component Entities, cash in an aggregate amount
      equal to the Indirect Capital Contributions




3


(such
      capital contributions, the “ **GP
      Capital Contributions** ”),
      (iii) the portions of the Direct Capital Contributions and the GP Capital
      Contributions were allocated to each Component Entity on June 30, 2005 based
      upon the allocation of the Development Rights Fee to each Ground Lease as set
      forth on **Exhibit
      B** ,
      and
      (iv) each of the Component Entities paid a portion of the Development
      Rights Fee to the NJSEA in the allocated amount set forth on **Exhibit
      B** ;




**WHEREAS** ,
      immediately prior to the Redemption, JV Holding was admitted to MDLP as a
      partner and, in connection therewith, JV Holding executed that certain
      Instrument of Accession, dated as of the date hereof, whereby JV Holding agreed
      to the terms and conditions of the Original Agreement;




**WHEREAS** ,
      simultaneously herewith, and immediately following the admission of JV Holding
      to MDLP, MDLP fully and completely redeemed all of the Partnership Interests
      of
      the MC Partners (the “ **Redemption** ”)
      pursuant to that certain Redemption Agreement by and among MDLP, Special General
      Partner and MC Entertainment, dated November 22, 2006 (the “ **Redemption
      Agreement** ”)
      as
      more specifically described below and in the Redemption Agreement, and
      consequently, the MC Partners ceased to be partners of MDLP for all
      purposes;




**WHEREAS** ,
      on the
      date of the Redemption, MDLP (i) distributed to the MC Partners in exchange
      for
      the complete and collective redemption of the Redeemed Interests, (A) an
      aggregate amount of $22,500,000 to the MC Partners, (B) special, non-economic
      general partnership interests in each of the MC Component Entities (as defined
      below) (which partnership interests are being distributed solely to Special
      General Partner) and (C) property rights with respect to the MC Component
      Entities and the ROFR Component Entities (as defined below) set forth in this
      Agreement, and (ii) delivered this Agreement;




**WHEREAS** ,
      on the
      date of the Redemption, the JV GP is delivering to MC Entertainment a promissory
      note (the “ **MC
      Note** ”)
      in the
      amount of $2,500,000 (the “ **Principal
      Amount** ”),
      which
      MC Note shall be due and payable fifteen (15) days after the MC Partners’ first
      Take Down (as defined below) of either an Office Component (as defined below)
      or
      the Hotel Component (as defined below) (the “ **Maturity
      Date** ”);




**WHEREAS** ,
      immediately following the Redemption, the JV GP and JV Holding entered into
      that
      certain Amended and Restated Agreement of Limited Partnership of Meadowlands
      Developer Limited Partnership, dated as of the date hereof;




**WHEREAS** ,
      simultaneously herewith, the original partners of the JV GP undertook a
      restructuring of the JV GP (the “ **Restructuring** ”)
      pursuant to and in accordance with that certain Transaction Agreement, dated
      as
      of the date hereof, by and among the JV GP, its partners, and other signatories
      thereto;




**WHEREAS** ,
      as soon
      as practicable following the Redemption and in connection with the
      Restructuring, GP LLC will withdraw as the general partner of Baseball LP and
      shall be the general partner only of the A-B Office LP, C-D Office LP and Hotel
      LP;




4


**WHEREAS** ,
      as soon
      as practicable following the Redemption, GP LLC shall form 16W ERC GP, LLC,
      a
      Delaware limited liability company (“ **ERC
      16W GP** ”)
      and,
      immediately thereafter, ERC LP and ERC 16W GP shall form ERC 16W Limited
      Partnership (“ **New
      ERC LP** ”);




**WHEREAS** ,
      as soon
      as practicable following the formation of New ERC LP, MDLP shall, and shall
      cause ERC LP to, transfer any and all assets and liabilities related to the
      Entertainment/Retail Component (as defined in the Redevelopment Agreement),
      including the ERC Ground Lease, to New ERC LP and, immediately thereafter,
      ERC
      LP shall dissolve (the “ **ERC
      Restructuring** ”);




**WHEREAS** ,
      following the ERC Restructuring, MDLP shall continue to indirectly control
      and
      own New ERC LP;




**WHEREAS** ,
      on or
      about the ERC Restructuring, New ERC LP and its successors or assigns shall
      execute an instrument of accession (the “ **Instrument
      of Accession** ”)
      to
      this Agreement in the form annexed hereto as **Exhibit
      C** ,
      at
      which time New ERC LP and its successors or assigns shall become a party to
      this
      Agreement and shall assume, and agree to be bound by, all of the rights and
      obligations of ERC LP set forth in this Agreement and/or the Transaction
      Documents;




**WHEREAS** ,
      in
      connection with the foregoing transactions, the following actions were or will
      be effected: (i) the name of the Original Partnership has been changed to
“Meadowlands Developer Limited Partnership”; (ii) the name of JV GP has been
      changed to “Meadowlands Limited Partnership”; (iii) the name of GP LLC has been
      changed to “Meadowlands Mack-Cali GP, L.L.C.”; (iv) the name of Baseball LP will
      be changed to “Baseball Meadowlands Mills/Mack-Cali Limited Partnership”; (v)
      the name of A-B Office LP has been changed to “A-B Office Meadowlands Mack-Cali
      Limited Partnership”; (vi) the name of C-D Office LP has been changed to “C-D
      Office Meadowlands Mack-Cali Limited Partnership”; and (vii) the name of Hotel
      LP has been changed to “Hotel Meadowlands Mack-Cali Limited
      Partnership”;




**WHEREAS** ,
      in
      connection with the Restructuring, that certain Second Amendment to Declaration
      of Covenants and Restrictions (Arena/Meadowlands/Xanadu Site), dated November
      22, 2006 (the “ **Second
      Amendment to the Declaration** ”),
      was
      entered into by and among NJSEA, MDLP, ERC LP, A-B Office LP, C-D Office LP,
      Hotel LP and Baseball LP;




**WHEREAS** ,
      in
      connection with the Restructuring, that certain Assignment, Assumption and
      Cooperation Agreement, dated November 22, 2006 (the “ **Assignment,
      Assumption and Cooperation Agreement** ”),
      was
      entered into by and among NJSEA, MDLP, Baseball LP, A-B Office LP, C-D
      Office LP, Hotel LP and ERC LP which provides for the assignment of certain
      licenses and permits to ERC LP and the assumption of certain rights and
      obligations by ERC LP with respect to such licenses and permits and certain
      other matters relating thereto; and




**WHEREAS** ,
      in
      connection with the foregoing, MDLP, the JV GP, JV Holding, GP LLC, Special
      General Partner, MC Entertainment, Baseball LP, A-B Office LP, C-D Office LP,
      Hotel LP and ERC LP desire to enter into this Agreement to set forth their
      respective rights and




5


obligations
      with respect to (i) certain of the Component Entities, (ii) the Redevelopment
      Agreement, (iii) the development, ownership and operation of the Development
      Land and the Project that may be constructed thereon and (iv) the Transaction
      Documents (as defined below).




**NOW,
      THEREFORE** ,
      in
      consideration of the foregoing, and of the representations and warranties and
      of
      the covenants and agreements hereinafter set forth and other good and valuable
      consideration, the receipt and sufficiency of which are hereby acknowledged,
      the
      parties hereto agree as follows:




**1.**  **Incorporation
      of Recitals**




**.** The
      foregoing Recitals to this Agreement are hereby incorporated in and made a
      part
      of this Agreement to the same extent as if set forth in full
      herein.




**2.**  **Certain
      Definitions**




**.** Capitalized terms used herein shall have the respective meanings set forth
      below
      for all purposes of this Agreement (such definitions to be equally applicable
      to
      both the singular and the plural forms of the terms defined). Capitalized terms
      not otherwise defined herein shall have the meanings ascribed to them in the
      Original Agreement with appropriate adjustments to the names of the applicable
      parties.




“ **A-B
      Ground Lease** ”
has
      the
      meaning specified in the Recitals.




“ **A-B
      Office LP** ”
has
      the
      meaning specified in the first paragraph of this Agreement.




“ **A-B
      Office Site** ”
has
      the
      meaning specified in the Recitals.




“ **Actual
      Office/Hotel Value** ”
has
      the
      meaning specified in Section 10.6.7.2.




“ **Affiliate(s)** ”
shall
      mean, with respect to any Person, (a) a Person who, directly or indirectly,
      controls, is under common control with, or is controlled by, that Person, (b)
      a
      Person who directly or indirectly owns twenty-five percent (25%) or more of
      the
      issued and outstanding securities or other ownership interests (whether voting
      or non-voting) of that Person, (c) any officer, director, trustee, manager,
      managing member, general partner or beneficiary of such Person, (d) any spouse,
      parent, sibling or lineal descendant of any Person described in clause (b)
      and
      (c) above, and (e) any trust for the benefit of any Person described in clauses
      (b) through (d) above or for any spouse, issue or lineal descendant of any
      Person described in clauses (b) through (d) above. For purposes of this
      definition, “control” (including, with correlative meaning, the terms
“controlled by” and “under common control with”), as used with respect to any
      Person, shall mean the possession, directly or indirectly, of the power to
      direct or cause the direction of the management and policies of such Person,
      whether through the ownership of voting securities, by contract or
      otherwise.




“ **Affordable
      Housing Contributions** ”
means
      those certain financial obligations of MDLP to provide a contribution to the
      Boroughs of Cartlstadt and East Rutherford for affordable housing units
      specified in the Hearing Officer’s Report at Section II.C.12.e.




6


“ **Aggregate
      Capital Contributions** ”
has
      the
      meaning specified in the Recitals.




“ **Agreement** ”
has
      the
      meaning specified in the first paragraph of this Agreement.




“ **Allocated
      Annual Payments** ”
has
      the
      meaning specified in Section 10.4.1.(a).




“ **Alternate
      MC Representative** ”
has
      the
      meaning specified in Section 8.1.1.




“ **Alternate
      MDLP Representative** ”
has
      the
      meaning specified in Section 8.1.1.




“ **AMX
      Project Operator** ”
has
      the
      meaning specified in Section 14.




“ **AMX
      Site Declaration** ”
means
      that certain Declaration of Covenants and Restrictions (Arena/Meadowlands/Xanadu
      Site), dated June 30, 2005, and recorded July 8, 2005 by the Bergen County
      Clerk
      Deed Book 8835, page 1, as supplemented by that certain Corrective Declaration
      of Covenants and Restrictions (Arena/Meadowlands/Xanadu Site) for the sole
      purpose of identifying certain of the subject parcels by metes and bounds legal
      descriptions in addition to the legal descriptions referencing lots and blocks
      in the Plat of Subdivision (the “ **Corrective
      Declaration** ”).
      On
      July 29, 2005, the Clerk recorded the Corrective Declaration.




“ **Annual
      Payments** ”
has
      the
      meaning specified in Section 10.4.1(a).




“ **Applicable
      Component** ”
has
      the
      meaning specified in Section 10.2.1.




“ **Approved
      by the Parties** ”
or
      “ **Approval
      of the Parties** ”
shall
      mean approval in writing by the JV GP or MDLP, as relevant, and the MC Partners,
      acting through their duly authorized representatives or if not through such
      duly
      authorized representatives, as agreed upon in writing by the JV GP or MDLP,
      as
      relevant, and the MC Partners. Unless otherwise expressly provided herein to
      the
      contrary, the JV GP, MDLP and the MC Partners shall not unreasonably
      withhold, delay or condition such approval.




“ **Approved
      Master Plan** ”
has
      the
      meaning specified in the Redevelopment Agreement.




“ **Arbitrators** ”
has
      the
      meaning specified in Section 15.2.




“ **Arena** ”
has
      the
      meaning specified in the Redevelopment Agreement.




“ **Arena
      ROFR** ”
has
      the
      meaning specified in Section 6.1.2




“ **Arena
      ROFR Agreement** ”
shall
      mean that certain Right of First Refusal Agreement (Arena Site), dated June
      30,
      2005, by and between NJSEA and MDLP, as amended or modified from time to
      time.




“ **Assignment,
      Assumption and Cooperation Agreement** ”
has
      the
      meaning specified in the Recitals.




“ **Authority
      Agreement(s)** ”
has
      the
      meaning specified in Section 13.1.6.




7


“ **Bankruptcy** ”
shall
      mean, as to any Person:




(i)  its
      filing a petition commencing a case as a debtor under the Federal Bankruptcy
      Code or a similar provision of state law (collectively, as now or in the future
      amended, the “ **Bankruptcy
      Code** ”);




(ii)  the
      commencement of an involuntary case against it under the Bankruptcy Code and
      the
      earlier of (A) the entry of an order for relief, or (B) the
      appointment of an interim trustee to take possession of its estate and/or to
      operate any of its business;




(iii)  its
      making a general assignment for the benefit of its creditors;




(iv)  its
      consenting to the appointment of a receiver for all or substantially all of
      its
      property;




(v)  the
      entry
      of a court order appointing a receiver or trustee for all or substantially
      all
      of its property; or




(vi)  the
      assumption of custody or sequestration by a court of competent jurisdiction
      of
      all or substantially all of its property.




“ **Bankruptcy
      Code** ”
has
      the
      meaning specified in this Section 2 in the definition “Bankruptcy”.




“ **Baseball
      Ground Lease** ”
has
      the
      meaning specified in the Recitals.




“ **Baseball
      LP** ”
has
      the
      meaning specified in the first paragraph of this Agreement.




“ **Baseball
      Site** ”
has
      the
      meaning specified in the Recitals.




“ **Blue
      StadCo. Payment** ”
means
      that certain lump sum payment equal to $15 million set forth in Section 5(a)
      of
      the Giants/Jets Settlement Agreement.




“ **Brownfields
      Agreement** ”
has
      the
      meaning specified in Section 16.




“ **Business
      Day** ”
or
      “ **business
      day** ”
means
      any day other than a Saturday, Sunday or a day on which banks located in New
      York, New York shall be authorized or required by Law to close.




“ **Capital
      Ratio** ”
has
      the
      meaning specified in Section 10.6.5.




“ **Capital
      Ratio Determination Date** ”
has
      the
      meaning specified in Section 10.6.6.




“ **C-D
      Ground Lease** ”
has
      the
      meaning specified in the Recitals.




“ **C-D
      Office LP** ”
has
      the
      meaning specified in the first paragraph of this Agreement.




“ **C-D
      Office Site** ”
has
      the
      meaning specified in the Recitals.




8


“ **Code** ”
shall
      mean the Internal Revenue Code of 1986, as amended from time to
      time.




“ **Completion** ”
has
      the
      meaning specified in the Redevelopment Agreement.




“ **Component** ”
has
      the
      meaning specified in the Redevelopment Agreement.




“ **Component
      Agreements** ”
has
      the
      meaning specified in the Recitals.




“ **Component
      Entity** ”
and
      “ **Component
      Entities** ”
have
      the meaning specified in the Recitals.




“ **Component
      Lease** ”
has
      the
      meaning specified in the Redevelopment Agreement.




“ **Component
      Site** ”
has
      the
      meaning specified in Section 18.




“ **Conceptual
      Site Plan”** refers
      to the conceptual site plan attached to the Redevelopment Agreement as Schedule
      6.1(b).




“ **Conservancy
      Trust Agreement** ”
shall
      mean that certain Conservancy Trust Agreement, dated as of October 5, 2004,
      by
      and between MDLP and the Meadowlands Conservation Trust.




“ **Consumer
      Price Index** ”
or
      “ **CPI** ”
shall
      mean the index presently known as the “United States Bureau of Labor Statistics,
      Consumer Price Index for Urban Wage Earners and Clerical Workers, all items
      for
      the New York, New Jersey area, SMSA (C.P.I.W.) (Base Period=1982-84=100) issued
      by the U.S. Department of Labor Bureau of Labor Statistics (or any comparable
      successor index issued by the U.S. Department of Labor Bureau of Labor
      Statistics). If such index shall be discontinued or revised without substitution
      of a comparable successor index, the substitute index or formula to be used
      in
      instances where “Consumer Price Index” is used shall be Approved by the
      Parties.




“ **Corrective
      Declaration** ”
has
      the
      meaning specified in this Section 2 in the definition of “AMX Site
      Declaration”.




“ **CPI
      Adjustment** ”
has
      the
      meaning specified in Section 10.5.1.




“ **Delaware
      LP Act** ”
shall
      mean the State of Delaware Revised Uniform Limited Partnership Act, §§ 17-101 to
      17-1109 of the Delaware Code Annotated, Title 6, as the same may be amended
      from
      time to time.




“ **Developer** ”
has
      the
      meaning specified in Section 4.




“ **Development
      Acceleration Notice** ”
has
      the
      meaning specified in Section 10.3.1.




“ **Development
      Land** ”
has
      the
      meaning specified in the Original Agreement.




“ **Development
      Rights Fee** ”
has
      the
      meaning specified in the Recitals.




9


“ **Development
      Rights Fee Funding Date** ”
has
      the
      meaning specified in the Recitals.




“ **Direct
      Capital Contributions** ”
has
      the
      meaning specified in the Recitals.




“ **Disputes** ”
has
      the
      meaning specified in Section 15.1.




“ **Effective
      Date** ”
shall
      mean December 3, 2003.




“ **Entertainment/Retail
      Component** ”
has
      the
      meaning specified in the Recitals.




“ **ERC
      Restructuring** ”
has
      the
      meaning specified in the Recitals.




“ **ERC
      16W GP** ”
has
      the
      meaning specified in the Recitals.




“ **ERC
      Ground Lease** ”
has
      the
      meaning specified in the Recitals.




“ **ERC
      LP** ”
has
      the
      meaning specified in the first paragraph of this Agreement; provided , however ,
      immediately following the consummation of the ERC Restructuring and the
      execution of the Instrument of Accession, such term shall mean New ERC LP,
      its
      successors or assigns.




“ **ERC
      Site** ”
has
      the
      meaning specified in the Recitals.




“ **Exclusive
      Office/Hotel Infrastructure Improvement Costs** ”
has
      the
      meaning specified in Section 10.4.1(f).




“ **Exclusive
      Negotiation Period** ”
has
      the
      meaning specified in Section 6.1.2.2.




“ **Execution
      Date** ”
has
      the
      meaning specified in the first paragraph of this Agreement.




“ **Existing
      Litigation** ”
shall
      mean the litigation identified on **Exhibit
      D** annexed
      hereto.




“ **Financial
      Closing** ”
has
      the
      meaning specified in the Recitals.




“ **First
      Amendment** ”
has
      the
      meaning specified in the Recitals.




“ **First
      Component** ”
has
      the
      meaning specified in Section 10.2(i).




“ **Fiscal
      Year** ”
shall
      mean the twelve month period beginning on January 1 and ending on December
      31 of
      each calendar year; provided, that the last Fiscal Year shall be the period
      beginning on January 1 of the calendar year in which the final liquidation
      and
      termination of applicable MC Component Entity is completed and ending on the
      date such final liquidation and termination is completed (to the extent any
      computation or other provision hereof provides for an action to be taken on
      a
      Fiscal Year basis, an appropriate proration or other adjustment shall be made
      in
      respect of the first Fiscal Year or final Fiscal Year if the applicable Fiscal
      Year is greater or less than a full calendar year period to reflect such
      fact).




“ **Four
      Year Office/Hotel Development Option** ”
has
      the
      meaning specified in Section 10.2(i).




10


“ **Gaming
      Facility** ”
has
      the
      meaning specified in Section 6.1.2.3.




“ **Giants** ”
shall
      mean the New York Football Giants, a New York corporation.




“ **Giants/Jets
      Settlement Agreement** ”
means
      the Agreement, dated as of November 22, 2006, by and among Giants Stadium LLC,
      the New York Football Giants, Inc., Jets Stadium Development LLC, New
      Meadowlands Stadium Company, LLC New York Jets, LLC, NJSEA and other signatories
      thereto.




“ **GP
      Capital Contributions** ”
has
      the
      meaning specified in the Recitals.




“ **GP
      LLC** ”
has
      the
      meaning specified in the first paragraph of this Agreement.




“ **Governmental
      Authority** ”
has
      the
      meaning specified in Section 8.3.2.




“ **Grand
      Opening Date** ”
shall
      mean: provided, that Completion of the Entertainment/Retail Component has
      occurred, the earlier of (i) the date on which the Entertainment/Retail
      Component opens for business as publicly announced in accordance with the ERC
      Ground Lease, on behalf of MDLP, or (ii) the date by which at least fifty
      percent (50%) of the gross leasable area of specialty store space (also known
      as
      small shop space) in the Entertainment/Retail Component is open for business
      to
      the public.




“ **Ground
      Lease** ”
and
      “ **Ground
      Leases** ”
shall
      mean individually or collectively, at the case may be, the ERC Ground Lease,
      the
      Baseball Ground Lease, the Hotel Ground Lease, the A-B Ground Lease and the
      C-D
      Ground Lease.




“ **Hearing
      Officer’s Report** ”
shall
      mean that certain Hearing Officer’s Report relating to the Project issued by the
      New Jersey Meadowlands Commission and the New Jersey Department of Environmental
      Protection on August 19, 2004.




“ **Hotel
      Component** ”
has
      the
      meaning specified in the Redevelopment Agreement.




“ **Hotel
      Ground Lease** ”
has
      the
      meaning specified in the Recitals.




“ **Hotel
      Land** ”
has
      the
      meaning specified in Section 10.5.1.




“ **Hotel
      LP** ”
has
      the
      meaning specified in the first paragraph of this Agreement.




“ **Hotel
      ROFR** ”
has
      the
      meaning specified in Section 6.1.2.




“ **Hotel
      ROFR Agreement** ”
shall
      mean that certain Right of First Refusal Agreement (for a Hotel at Meadowlands
      Racetrack), dated June 30, 2005, by and between NJSEA and MDLP, as amended
      or
      modified from time to time.




“ **Hotel
      Site** ”
has
      the
      meaning specified in the Recitals.




“ **Independent
      Negotiation** ”
has
      the
      meaning specified in Section 6.1.2.2.2.




11


“ **Indirect
      Capital Contributions** ”
has
      the
      meaning specified in the Recitals.




“ **Ineligible
      Party** ”
has
      the
      meaning specified in Section 6.1.2.3.




“ **Infrastructure
      Improvements** ”
shall
      mean any improvement or utility necessitated or required by the implementation
      of the Project, which is located on or off the Project Site including, but
      not
      limited to, sidewalk and roadway construction, electric power transmission
      lines, sewer transmission conduits or pipes, water lines or pipes, storm sewers,
      telephone transmission lines, television cable lines and other similar
      utilities, including all improvements contemplated under that certain
      Construction and Contribution Agreement for Meadowlands Regional Transportation
      Improvements, dated November 22, 2006, by and among the New Jersey Department
      of
      Transportation, the NJSEA and the Meadowlands Mills/Mack-Cali Limited
      Partnership (in each case not including Traffic and Infrastructure
      Improvements).




“ **Infrastructure
      Improvement Costs** ”
shall
      mean any and all costs, fees and expenses incurred in connection with
      Infrastructure Improvements.




“ **Infrastructure
      Improvement Costs and Program Costs** ”
shall
      mean, collectively, (i) Infrastructure Improvement Costs, (ii) Program Costs,
      (iii) Traffic and Infrastructure Costs and (iv) any and all sewer connection
      and
      related fees in connection with the Project. Notwithstanding the foregoing,
      the
      term “Infrastructure Improvement Costs and Program Costs” shall in no event
      exceed $160,000,000.




**“Infrastructure
      Loan** ”
shall
      mean a non-interest bearing loan from MDLP to a Office/Hotel Component Owner
      for
      a term of seven (7) years and, if not refinanced with Public Debt within the
      seven (7) year term, such Infrastructure Loan would convert into equity interest
      of the Office/Hotel Component Owner if there remains unpaid and outstanding
      any
      principal amount on such convertible loan pursuant to and in accordance with
      the
      terms and conditions of the Infrastructure Loan documentation.




“ **Infrastructure
      Improvement Notice** ”
has
      the
      meaning specified in Section 10.9.1.




“ **Infrastructure
      Improvement Reply Notice** ”
has
      the
      meaning specified in Section 10.9.1.




“ **Initial
      ROFR Election Date** ”
has
      the
      meaning specified in Section 6.1.2.




“ **Initial
      ROFR Election Period** ”
has
      the
      meaning specified in Section 6.1.2.




“ **Instrument
      of Accession** ”
has
      the
      meaning specified in the Recitals.




“ **Joint
      Venture** ”
has
      the
      meaning specified in Section 10.7.




“ **JV
      GP** ”
has
      the
      meaning specified in the first paragraph of this Agreement.




“ **JV
      Holding** ”
has
      the
      meaning specified in the first paragraph of this Agreement.




12


“ **Laws** ”
shall
      mean federal, state and local statutes, case law, rules, regulations,
      ordinances, codes and the like which are in full force and effect from time
      to
      time and which affect the Project or the ownership or operation
      thereof.




“ **License
      Agreement** ”
shall
      mean that certain License Agreement, dated on or about the date hereof, by
      and
      among MDLP, Baseball LP, A-B Office LP, C-D Office LP, Hotel LP and New ERC
      LP.




“ **Loan
      Commitment** ”
has
      the
      meaning specified in Section 10.3.1(b).




“ **Loan
      Commitment Notice** ”
has
      the
      meaning specified in Section 10.3.1(b).




“ **Mack-Cali
      Rights** ”
has
      the
      meaning specified in Section 3.1.




“ **Main
      Street Program Payments** ”
means
      those certain financial obligations of MDLP to provide contributions to
      establish Main Street New Jersey Programs in the Meadowlands specified in the
      Hearing Officer’s Report at Section II.C.12.d.




“ **Major
      Decision** ”
has
      the
      meaning specified in Section 13.




“ **Major
      Modification** ”
has
      the
      meaning specified in the Redevelopment Agreement.




“ **Market
      Development Notice** ”
has
      the
      meaning specified in Section 10.3.1(a).




“ **Marks** ”
has
      the
      meaning specified in the License Agreement.




“ **Master
      Plan** ”
has
      the
      meaning specified in the Redevelopment Agreement.




“ **Maturity
      Date** ”
has
      the
      meaning specified in the Recitals.




“ **MC
      Component Entity** ”
and
      “ **MC
      Component Entities** ”
have
      the meanings specified in Section 3.1.




“ **MC
      Entertainment** ”
has
      the
      meaning specified in the first paragraph of this Agreement.




“ **MC
      Note** ”
has
      the
      meaning specified in the Recitals.




“ **MC
      Partner** ”
and
      “ **MC
      Partners** ”
have
      the meaning specified in the first paragraph of this Agreement.




“ **MC
      Partners’ Account Credit** ”
has
      the
      meaning specified in Section 10.9.1.




“ **MCRC** ”
has
      the
      meaning specified in Section 7.2.




“ **MC
      Representative** ”
has
      the
      meaning specified in Section 8.1.1.




“ **MDLP** ”
has
      the
      meaning specified in the first paragraph of this Agreement.




13


“ **MDLP
      Representative** ”
has
      the
      meaning specified in Section 8.1.1.




“ **Meadowlands
      Complex** ”
has
      the
      meaning specified in the Redevelopment Agreement.




“ **Meadowlands
      Racetrack** ”
has
      the
      meaning specified in the Redevelopment Agreement.




“ **Meadowlands
      Xanadu** ”
has
      the
      meaning specified in the Recitals.




“ **Memorandum** ”
has
      the
      meaning specified in Section 33(a).




“ **Mills/Mack-Cali
      Agreement** ”
has
      the
      meaning specified in the Recitals.




“ **Net
      Project Costs** ”
has
      the
      meaning specified in Section 10.6.6(f).




“ **New
      ERC LP** ”
has
      the
      meaning specified in the Recitals.




“ **New
      LP** ”
has
      the
      meaning specified in Section 10.7.3.2.




“ **New
      Year** ”
has
      the
      meaning specified in Section 10.5.1.




“ **NJMC
      Contributions** ”
means
      those certain financial obligations of MDLP relating to environmental and
      education transportation costs to the Meadowlands Environment Center specified
      in Hearing Officer’s Report at Section II.C16.a.




“ **NJSEA** ”
has
      the
      meaning specified in the Recitals.




“ **NJSEA
      Profit Participation** ”
means
      the Authority Profit Participation (as defined in the Redevelopment Agreement)
      required to be paid to the NJSEA under the Redevelopment Agreement.




“ **Non-Electing
      Party** ”
and
      “ **Non-Electing
      Parties** ”
have
      the meaning specified in Section 6.1.2.2.1.




“ **Non-Participating
      Party** ”
has
      the
      meaning specified in Section 6.1.2.2.2(a).




“ **Offer
      Notice** ”
has
      the
      meaning specified in the applicable ROFR Agreement.




“ **Office
      Component** ”
has
      the
      meaning specified in the Redevelopment Agreement.




“ **Office/Hotel
      Component** ”
has
      the
      meaning specified in Section 10.1.




“ **Office/Hotel
      Component LP Agreement** ”
has
      the
      meaning specified in Section 10.6.




“ **Office/Hotel
      Component Owner** ”
and
      “ **Office/Hotel
      Component Owners** ”
have
      the meaning specified in Section 3.1 and shall also include a Sub-Component
      Owner, as applicable.




14


“ **Office/Hotel
      Development Election Notice** ”
has
      the
      meaning specified in Section 10.2.1.




“ **Office/Hotel
      Development Option** ”
has
      the
      meaning specified in Section 10.2.




“ **Office/Hotel
      Election Notice Date** ”
has
      the
      meaning specified in Section 10.2.1.




“ **Office/Hotel
      Funding Default** ”
has
      the
      meaning specified in Section 10.6.7.3.




“ **Office/Hotel
      Funding Default Notice** ”
has
      the
      meaning specified in Section 10.6.7.3.




“ **Office/Hotel
      Land** ”
has
      the
      meaning specified in Section 10.5.




“ **Office/Hotel
      Value** ”
has
      the
      meaning specified in Section 10.5.




“ **Office
      Land** ”
has
      the
      meaning specified in Section 10.5.1.




“ **Opt
      Out Election** ”
has
      the
      meaning specified in Section 10.7.3.




“ **Original
      Agreement** ”
has
      the
      meaning specified in the Recitals.




“ **Original
      General Partners** ”
has
      the
      meaning specified in the Recitals.




“ **Original
      Limited Partners** ”
has
      the
      meaning specified in the Recitals.




“ **Partnership
      Election** ”
has
      the
      meaning specified in Section 10.7.3.




“ **Partnership
      Interest** ”
shall
      mean the entire ownership interest (which may be expressed as a percentage)
      of a
      partner in a partnership at any particular time, including the right of such
      partner to any and all benefits to which a partner may be entitled pursuant
      to
      the partnership agreement of such partnership and under the Delaware LP Act,
      together with all obligations of such partner to comply with the terms and
      provisions of the partnership agreement of such partnership and the Delaware
      LP
      Act.




“ **Party
      Hereto Affiliates** ”
has
      the
      meaning specified in Section 38.




“ **Person** ”
shall
      mean an individual, partnership, firm, corporation, trust, estate,
      unincorporated association, limited liability company, joint stock company
      or
      other entity, association, firm or company.




“ **Phase** ”
has
      the
      meaning specified in the Redevelopment Agreement.




“ **Phase
      III** ”
has
      the
      meaning specified in the Redevelopment Agreement.




“ **Phase
      IV** ”
has
      the
      meaning specified in the Redevelopment Agreement.




“ **PILOT
      Payments** ”
shall
      mean the “Developer PILOT Payments” as specified in the Redevelopment
      Agreement.




15


“ **Plans
      and Specifications** ”
shall
      mean, with respect to a particular Hotel Component or Office Component, all
      blueprints, schematic renderings, architect’s drawings, specifications, written
      descriptions and similar items and all related drawings, plans, and data (and
      all supplements and amendments thereto) relating to the design, construction,
      equipping, and furnishing of such particular Component.




“ **Prepaid
      Rent Allocations** ”
has
      the
      meaning specified in the Recitals.




“ **Principal
      Amount** ”
has
      the
      meaning specified in the Recitals.




“ **Program
      Costs** ”
shall
      mean (i) Affordable Housing Contributions, (ii) Blue StadCo. Payment, (iii)
      Main
      Street Program Payments and (iv) NJMC Contributions.




“ **Project** ”
has
      the
      meaning specified in the Redevelopment Agreement.




“ **Project
      Site** ”
has
      the
      meaning specified in the Recitals.




“ **Public
      Debt** ”
has
      the
      meaning specified in Section 10.4.1.(e).




“ **Redemption** ”
has
      the
      meaning specified in the Recitals.




“ **Redemption
      Agreement** ”
has
      the
      meaning specified in the Recitals.




“ **Redevelopment
      Agreement** ”
has
      the
      meaning specified in the Recitals.




“ **REIT** ”
shall
      mean a real estate investment trust within the meaning of Section 856 of the
      Code and subject to federal income taxation under Sections 856 through 859
      of
      the Code.




“ **Reoffer
      Notice** ”
has
      the
      meaning specified in Section 10.7.2.




“ **Reoffer
      Acceptance Notice** ”
has
      the
      meaning specified in Section 10.7.2.




“ **Required
      Equity** ”
shall
      mean all amounts required to be paid to complete the construction of the project
      undertaken by the Office/Hotel Component Owner or ROFR Component Entity as
      set
      forth in the agreed upon development budget for such project.




“ **Restructuring** ”
has
      the
      meaning specified in the Recitals.




“ **Right
      of First Refusal** ”
and
      “ **ROFR** ”
have
      the meaning specified in Section 6.1.2.




“ **ROFR
      Agreements** ”
shall
      mean the Arena ROFR Agreement and the Hotel ROFR Agreement.




“ **ROFR
      Component Entity** ”
and
      “ **ROFR
      Component Entities** ”
have
      the meaning specified in Section 6.1.2.1.




“ **ROFR
      Component Entity Agreement** ”
has
      the
      meaning specified in Section 6.1.2.1.




16


“ **ROFR
      Contract Notice** ”
has
      the
      meaning specified in Section 6.1.2.2.1(a).




“ **ROFR
      Electing Party** ”
has
      the
      meaning specified in Section 6.1.2.2.




“ **ROFR
      Electing Party Notice** ”
has
      the
      meaning specified in Section 6.1.2.2.




“ **ROFR
      Participation Notice** ”
has
      the
      meaning specified in Section 6.1.2.2.1(a).




“ **Second
      Amendment to the Declaration** ”
has
      the
      meaning specified in the Recitals.




“ **Second
      Component** ”
has
      the
      meaning specified in Section 10.2(ii).




“ **Six
      Year Office/Hotel Development Option** ”
has
      the
      meaning specified in Section 10.2(ii).




“ **Special
      General Partner** ”
has
      the
      meaning specified in the first paragraph of this Agreement.




“ **SGP
      Super-Priority Capital** ”
has
      the
      meaning specified in Section 10.9.3.(b)(ii).




“ **Staged
      Development** ”
has
      the
      meaning specified in Section 10.1.1.




“ **Sub-Allocated
      Annual Payments** ”
has
      the
      meaning specified in Section 10.4.1.(c).




“ **Sub-Allocated
      Infrastructure Improvement Payments** ”
has
      the
      meaning specified in Section 10.4.1.(e).




“ **Sub-Allocated
      Prepaid Annual Payment** ”
has
      the
      meaning specified in Section 10.5.2.




“ **Sub-Allocation
      Percentages** ”
has
      the
      meaning specified in Section 10.4.1.(b).




“ **Sub-Component
      Owner** ”
has
      the
      meaning specified in Section 10.1.2.




“ **Successful
      Bid Notice** ”
has
      the
      meaning specified in Section 6.1.2.2.2(a).




“ **Successful
      Bid Participation Notice** ”
has
      the
      meaning specified in Section 6.1.2.2.2(a).




“ **Successful
      Bid Party** ”
has
      the
      meaning specified in Section 6.1.2.2.2(a).




“ **Successful
      Bid Reoffer Notice** ”
has
      the
      meaning specified in Section 6.1.2.2.2(c)(i).




“ **Successful
      Bid Reoffer Participation Notice** ”
has
      the
      meaning specified in Section 6.1.2.2.2(c)(i).




“ **Super-Priority
      Capital** ”
has
      the
      meaning specified in Section 10.6.6(b)(ii).




“ **Take
      Down** ”
shall
      mean, with respect to the MC Partners, the acquisition of a partnership interest
      in one or more of the Office/Hotel Component Owners, as provided in




17


Section
      10 hereof; and, with respect to an Office/Hotel Component Owner, the acquisition
      and/or construction of one or more of the Office/Hotel Components, phase or
      sub-Component thereof as provided in Section 10 hereof.




“ **Third
      Party Discussions** ”
has
      the
      meaning specified in Section 8.3.1.




“ **Traffic
      and Infrastructure Costs** ”
shall
      mean all costs, fees and expenses related to the Traffic and Infrastructure
      Improvements.




“ **Traffic
      and Infrastructure Improvements** ”
shall
      mean any and all improvements to roadways and sidewalks, installation of traffic
      signals and signage, relocation of utilities and other improvements, located
      on
      and off the Project Site and such other improvements implemented, for the
      purpose of improving vehicular and pedestrian access to the Project
      Site.




“ **Transaction
      Documents** ”
shall
      mean the Redevelopment Agreement, the Project Operating Agreement (as defined
      in
      the Redevelopment Agreement), the Construction Management Agreement (as defined
      in the Redevelopment Agreement), the Declaration (as defined in the
      Redevelopment Agreement), the Project Labor Agreement (as defined in the
      Redevelopment Agreement), the Ground Lease, the Right of Entry Agreement (as
      defined in the Redevelopment Agreement), the Access and Indemnity Agreement
      (as
      defined in the Redevelopment Agreement), the Assignment, Assumption and
      Cooperation Agreement, the Giants/Jets Settlement Agreement, as each agreement
      may be amended from time to time (including, the Second Amendment to the
      Declaration) and any agreements entered into by MDLP and the NJSEA directly
      related to the foregoing enumerated instruments implementing the obligations
      of
      MDLP or any of the Component Entities under the foregoing enumerated
      instruments.




“ **Treasury
      Regulations** ”
means
      the income tax regulations promulgated by the Commissioner of Internal Revenue
      from time to time, as the same may be amended, supplemented or
      recodified.




“ **Unreturned
      Capital Contributions Accounts** ”
shall
      mean, collectively, the Unreturned MDLP Capital Contributions Account and the
      Unreturned MC Partners Capital Contributions Account.




“ **Unreturned
      MDLP Capital Contributions Account** ”
shall
      mean an account maintained for internal bookkeeping purposes by a MC Component
      Entity (or Office/Hotel Component Owner) upon a Take Down of such MC Component
      Entity (or Office/Hotel Component Owner) for MDLP and/or its Affiliates, which
      account, as of any date shall equal the sum of all deemed capital contributed
      by
      MDLP pursuant to Section 10.6.7 and all capital contributed by MDLP and/or
      its
      Affiliates as of such date, reduced (but not below zero) by such MC Component
      Entity’s (or Office/Hotel Component Owner’s) distributions (other than
      distributions that represent a return on rather than a return of MDLP’s
      Unreturned MDLP Capital Contributions Account) to MDLP and/or its Affiliates
      pursuant to the applicable Office/Hotel Component LP Agreement.




18


“ **Unreturned
      MC Partners Capital Contributions Account** ”
shall
      mean an account maintained for internal bookkeeping purposes by a MC Component
      Entity (or Office/Hotel Component Owner) upon a Take Down of such MC Component
      Entity (or Office/Hotel Component Owner) for the MC Partners and/or its
      Affiliates, which account, as of any date shall equal the sum of all deemed
      capital contributed by the MC Partners pursuant to Section 10.6.7 and all
      capital contributed by the MC Partners and/or its Affiliates as of such date,
      reduced (but not below zero) by such MC Component Entity (or Office/Hotel
      Component Owner’s) distributions (other than distributions that represent a
      return on rather than a return of the MC Partners’ Unreturned MC Partners
      Capital Contributions Account) to the MC Partners and/or its Affiliates pursuant
      to the applicable Office/Hotel Component LP Agreement.




“ **WMB
      Annual Payment** ”
shall
      mean the annual payment in the amount of $100,000 that MDLP is obligated to
      pay
      under Paragraph 8 of the Conservancy Trust Agreement to the Meadowlands
      Conservation Trust for a maximum time period of seventy-five (75) years as
      more
      particularly provided in the Conservancy Trust Agreement.




“ **Written
      Materials** ”
has
      the
      meaning specified in Section 8.3.2.




**3.**  **MC
      Partners’ Rights**.


**3.1** The
        parties hereto hereby agree and acknowledge that the MC Partners had certain
        rights, benefits and obligations with respect to the Project, the Component
        Entities and the ROFR Component Entities memorialized in the Original
        Partnership. In
        connection with the Redemption, the Original Partnership redeemed the MC
        Partners’ respective partnership interests in the Original Partnership in
        exchange for: (i) $22,500,000 in cash paid on the Execution Date ;
        (ii)
        the distribution to Special General Partner of non-economic general partnership
        interests in each of the A-B Office LP, the C-D Office LP and the Hotel LP
        (each
        an “ **MC
        Component Entity** ”
or
        “ **Office/Hotel
        Component Owner** ”
and
        being collectively referred to herein as the “ **MC
        Component Entities** ”
or
        “ **Office/Hotel
        Component Owners** ”);
        and
        (iii) the distribution of certain rights, benefits and obligations of the
        MC
        Partners with respect to the Component Entities and the ROFR Component Entities.
        Contemporaneously with the Redemption, the JV GP delivered the MC Note to
        MC
        Entertainment. The parties hereto intend that, following the Redemption and
        the
        delivery of the MC Note, and prior to any Take Down, none of the MC Partners
        shall be treated as partners of any Component Entity or ROFR Component Entity
        for tax purposes. Except as otherwise provided herein, the parties hereto
        agree
        that MC Partners shall have only those certain rights, benefits and obligations
        (the “ **Mack-Cali
        Rights** ”)
        which
        are set forth in this Agreement, the Redemption Agreement, the MC Note and
        the
        Office/Hotel Component LP Agreements and, as applicable, which shall be set
        forth in the ROFR Component Entity Agreements. MDLP, the applicable MC Component
        Entity and the JV GP represent and warrant that each of MDLP and the applicable
        MC Component Entity is duly authorized and has the full authority to grant,
        or
        permit the exercise of, such Mack-Cali Rights to or by the MC Partners and
        that
        neither MDLP, the applicable MC Component Entity nor the JV GP (nor any of
        their
        Affiliates) has taken or omitted to take any action or will take or omit
        to take
        any action that would adversely affect the Mack-Cali Rights of either or
        both of
        the MC Partners. Such Mack-Cali Rights shall be exercisable by Special General
        Partner as a general partner and/or option holder in each MC Component Entity
        or, as applicable, each ROFR Component Entity or, if such rights may only
        be
        exercisable by MDLP, then, promptly upon the receipt of written notice from
        the
        MC Partners, the general partner of MDLP shall or shall cause MDLP to assert
        such rights on behalf of the MC Partners. The parties hereby recognize and
        agree
        that the Project shall be managed and operated pursuant to, and in accordance
        with, the Major Decisions set forth in Section 13, including, but not limited
        to, Section 13.1.3. In connection with the foregoing, and subject to the
        terms
        and conditions of the Transaction Documents, MDLP covenants to the parties
        hereto that, subject to any lender foreclosure rights lenders may have under
        their respective loan documentation, it (or its permitted successors and
        assigns) will continue to act directly or indirectly as the Developer of
        the
        Project pursuant to the Redevelopment Agreement and to perform or cause the
        Component Entities, and, if applicable, the ROFR Component Entities to perform
        their respective duties and obligations under all Transaction Documents,
        including, but not limited to, MDLP’s obligation to complete the construction of
        the Traffic and Infrastructure Improvements described in Sections 3.2(a)(i)
        through (iv) of the Redevelopment Agreement as required under the Redevelopment
        Agreement.




19









**3.2** MDLP
      hereby covenants to cause ERC LP and ERC LP hereby covenants to perform for
      the
      benefit of NJSEA and the Component Entities those certain obligations of MDLP
      assigned to and assumed by the ERC LP under the Assignment, Assumption and
      Cooperation Agreement, including, without limitation, the obligations of MDLP
      to
      perform: (i) under all permits and agreements as provided in Section 4 thereof;
      (ii) the obligations and conditions of MDLP under permits as provided in Section
      5 thereof; (iii) the duties of MDLP, if any, related to permits, agreements and
      other documents as provided in Section 6 thereof; and (iv) the obligations
      of
      MDLP under the Memorandum of Agreement among the Authority, MDLP and the NJDEP,
      dated March 4, 2004, as provided in Section 7 thereof.




**3.3** MDLP
      further covenants to the parties hereto that, in connection with, and on or
      about the date that the ERC Restructuring is consummated, MDLP shall cause
      New
      ERC LP and its successors or assigns to execute the Instrument of Accession,
      at
      which time the parties hereto acknowledge and agree that New ERC LP, its
      successors or assigns, shall become a party to this Agreement and in such
      capacity shall assume and agree to be bound by all of the rights and obligations
      of ERC LP set forth in this Agreement and/or the Transaction Documents and
      shall
      have the rights and obligations set forth herein and therein.




**4.**  **Purposes
      and Powers of MDLP** . 
      The purposes of MDLP are limited and include only the following: investing
      in,
      acquiring (whether by way of a leasehold or fee ownership interest or a
      combination thereof), holding, owning, developing, operating, maintaining,
      improving, leasing, financing, refinancing, mortgaging, selling, conveying,
      exchanging, transferring and otherwise using the Project Site




20


and
      the
      Project or any part thereof or any interest therein, including entering into
      the
      Redevelopment Agreement and acting as the “ **Developer** ”
      thereunder and taking such other actions as are contemplated by the development
      budget or any of the Authority Agreements and in furtherance of any of the
      foregoing and doing any and all other acts or things which may be incidental
      or
      necessary to carry on the business of MDLP as herein contemplated. Subject
      to
      the MC Component LP Agreements or, as applicable, the ROFR Component Entity
      Agreements, the JV GP may delegate all or any of its duties as managing general
      partner of MDLP to such other Persons as it deems necessary or desirable for
      the
      transaction of the business of MDLP, the Component Entities or, as applicable,
      the ROFR Component Entities, and, in furtherance of any such delegation, the
      JV
      GP shall have the right to appoint, employ, or contract with and compensate
      any
      such Persons. Subject to the MC Component LP Agreements or, as applicable,
      the
      ROFR Component Entity Agreements, such Persons may, under the supervision of
      the
      JV GP, administer, or assist in the administration of the routine day-to-day
      management of MDLP, the Component Entities or, as applicable, the ROFR Component
      Entities and their business and affairs; may serve as the JV GP’s advisors and
      consultants in connection with decisions made by the JV GP; may act as
      consultants, accountants, correspondents, attorneys, brokers, escrow agents,
      or
      in any other capacity; and may perform such other acts or services for MDLP
      as
      the JV GP may reasonably and prudently approve. Notwithstanding the foregoing,
      the delegation of any or all of the foregoing duties shall not relieve MDLP,
      JV
      GP, JV Holding or GP LLC of any of their respective obligations under this
      Agreement, the MC Component LP Agreements or, as applicable, the ROFR Component
      Entity Agreements.




**5.**  **Notice
      of Lawsuits, Liens, Defaults under Loans, etc**




.
      Each of
      the JV GP and the MC Partners covenant and agree to notify the other party
      as
      soon as reasonably possible upon receipt of any written notice of: (i) the
      filing or threatened filing of any action in law or in equity naming MDLP,
      the
      JV GP, the MC Partners or any Component Entity, or, if applicable, a ROFR
      Component Entity, as a party relating in any material way to any portion of
      the
      Project, including, but not limited to, any Authority Agreements, any Component
      Entity or any ROFR Component Entity; (ii) any actions to impose material
      liens of any kind whatsoever or of the imposition of any lien whatsoever against
      MDLP, any Component Entity, or a ROFR Component Entity or their respective
      assets including the Project or any portion thereof, that may have a material
      adverse effect on any such entity; or (iii) the default by MDLP, the JV GP,
      the MC Partners or any Component Entity, or, if applicable, a ROFR Component
      Entity of any of its material obligations to any lender or NJSEA or under any
      Transaction Documents.




**6.**  **Allocation
      of Benefits and Obligations Under Authority Agreements and Rights of First
      Refusal**




.
      Each of
      MDLP, the JV GP and JV Holding covenant and agree to timely take any and all
      actions necessary or desirable to enforce the rights of the parties hereto
      under
      the Authority Agreements and the Rights of First Refusal. The preceding covenant
      and agreement shall be applicable whether or not the MC Partners have delivered
      a written request to the above parties regarding the taking of any such action.
      In the event that any of MDLP, the JV GP or JV Holding shall fail to promptly
      take any such actions after delivery of written request by the MC




21


Partners,
      then MDLP, the JV GP and JV Holding hereby agree to execute any and all
      documents and to take any actions required to permit the MC Partners to enforce
      the rights of the MC Partners, the MC Component Entities or, if applicable,
      the
      ROFR Component Entities, including, but not limited to, negotiating and entering
      into an Agreement with NJSEA with respect to a ROFR. Each of MDLP, the JV GP
      and
      JV Holding hereby designates Special General Partner, its members and officers
      with full power of substitution, as each party’s true and lawful attorney to
      act, and in such party’s name, place and stead, to make, execute, sign and
      acknowledge all documents, instruments and agreements to accomplish the
      intention of this Section 6.




**6.1**  **Allocation
      of Benefits and Obligations under Authority Agreements; Rights of First
      Refusal** **.**




**6.1.2**  **Rights
      of First Refusal** **.** Section
      10.2 of the Redevelopment Agreement provides that the Developer has a right
      of
      first refusal (each such right of first refusal set forth in the Redevelopment
      Agreement, the Hotel ROFR Agreement or the Arena ROFR being referred to in
      this
      Agreement as the “ **Right
      of First Refusal** ”
or
      “ **ROFR** ”)
      respecting the acquisition, use, reuse and/or renovation of the Arena (as
      defined in the Redevelopment Agreement) (the “ **Arena
      ROFR** ”)
      and
      the development of one or more hotels adjacent to the Meadowlands Racetrack
      (the
“ **Hotel
      ROFR** ”).
      To
      more particularly set forth the terms and provisions of the Arena ROFR and
      the
      Hotel ROFR, MDLP and the NJSEA entered into the ROFR Agreements. The Hotel
      ROFR
      Agreement contemplates that the NJSEA may enter into agreements with third
      parties wherein such third parties may develop one or more hotels at the
      Meadowlands Racetrack (subject to satisfaction of certain conditions) and that
      MDLP shall have a separate right of first refusal for each hotel the NJSEA
      desires to develop at the Meadowlands Racetrack. As a result thereof, each
      such
      right of first refusal shall constitute a separate ROFR hereunder and shall
      be
      subject to the provisions of this Section 6.1.2. The determination of
      whether or not MDLP shall exercise a Right of First Refusal must be Approved
      by
      MDLP and the MC Partners (in the exercise of their sole and absolute discretion)
      no later than the twentieth (20 th )
      day
      after the receipt of an Offer Notice (such twentieth (20 th )
      day
      being referred to herein as the “ **Initial
      ROFR Election Date** ”
and
      the
      twenty (20) day period between MDLP’s receipt of an Offer Notice and the Initial
      ROFR Election Date being referred to herein as the “ **Initial
      ROFR Election Period** ”).
      If
      the election to exercise a Right of First Refusal shall not be Approved by
      MDLP
      and the MC Partners (in the exercise of their sole and absolute discretion)
      within the applicable Initial ROFR Election Period, such failure shall be deemed
      to mean that MDLP and the MC Partners do not approve of such election. The
      determination of whether or not to proceed with such election shall not be
      subject to the mediation and arbitration provisions of Section 15. If the
      election to proceed with a ROFR shall not be Approved by MDLP and the MC
      Partners (in the exercise of their sole and absolute discretion) prior to the
      expiration of the Initial ROFR Election Period and neither MDLP nor the MC
      Partners shall have delivered a ROFR Electing Party Notice (as hereinafter
      defined) prior to the expiration of the Initial ROFR Election Period, then
      neither MDLP nor the MC




22


Partners
      shall be permitted to proceed with the exercise of such ROFR. In accordance
      with the terms of the applicable ROFR Agreement, if MDLP shall determine to
      waive the applicable ROFR and neither MDLP nor the MC Partners shall have
      delivered a ROFR Participation Notice within the thirty (30) day period set
      forth in Section 6.1.2.2.1(a) below, then the JV GP, on behalf of MDLP,
      shall deliver a written notice to the NJSEA of MDLP’s determination to waive the
      applicable ROFR.




**6.1.2.1**  **Election
      to Proceed with ROFR Approved by the Parties; Other Party Provides ROFR
      Participation Notice or Successful Bid Notice** **.** If the
      election to proceed with a ROFR is Approved by MDLP and the MC Partners (in
      the
      exercise of their sole and absolute discretion) prior to the expiration of
      the
      Initial ROFR Election Period or if MDLP or the MC Partners shall provide a
      ROFR
      Participation Notice within the thirty (30) day period set forth in
      Section 6.1.2.2.1(a) below or if a Successful Bid Notice is sent in
      accordance with Section 6.1.2.2.2(a), then MDLP (or the JV GP or an
      Affiliate of MDLP or JV GP) and the MC Partners (or any of their Affiliates)
      shall form a limited partnership, which shall be “fractions rule” compliant
      within the meaning of Section 514(c)(9) of the Code and the Treasury
      Regulations, unless otherwise reasonably determined by MDLP in its sole
      discretion (each a “ **ROFR
      Component Entity** ”
and
      collectively the “ **ROFR
      Component Entities** ”),
      and,
      in connection therewith, execute an agreement of limited partnership in
      substantially the form of the Office/Hotel Component LP Agreement (each a
“ **ROFR
      Component Entity Agreement** ”)
      with
      the following revisions: (i) there shall be no establishment of initial
      capital accounts for such ROFR Component Entities as provided in
      Section 10.6.7, as there shall be no Take Down associated with the
      development of the particular project, (ii) the aggregate Partnership
      Interest of MDLP and/or its Affiliates shall be fifty percent (50%) and the
      aggregate Partnership Interests of the MC Partners and/or their Affiliates
      shall
      be fifty percent (50%), with each such party being obligated to contribute
      Required Equity, pari passu, based on their respective Partnership Interests,
      (iii) the list of Major Decisions shall be modified to address the fact
      that the ROFR Component Entity is a 50/50 joint venture to be jointly controlled
      by MDLP and/or its Affiliates on the one hand and the MC Partners and/or their
      Affiliates on the other hand, (iv) the managing general partner shall be
      MDLP if the use is entertainment and/or retail related, and the managing general
      partner shall be Special General Partner if the use is office or hotel related,
      and the managing general partner shall be as otherwise Approved by MDLP and
      the
      MC Partners (as reasonably agreed upon by MDLP and the MC Partners) if the
      use
      shall not be entertainment, retail, office or hotel related, (v) the
      managing general partner shall be obligated to commence development and
      construction upon the earlier of the date required under the applicable ROFR
      Agreement, if any, and the date that may be agreed




23


upon
      by
      MDLP and the MC Partners and set forth in such limited partnership agreement
      and
      (vi) the capital accounts of the partners in each such ROFR Component Entity
      shall be maintained in accordance with Code Section 704(b), and the Treasury
      Regulations promulgated thereunder, and (vii) all allocations of income, gain
      loss and deduction that are capable of having economic effect shall have
“substantial economic effect” within the meaning of Code Section 704(b) and the
      Treasury Regulations promulgated thereunder. Upon the formation of a ROFR
      Component Entity, the terms and provisions of such agreement of limited
      partnership shall govern the rights and obligations of MDLP, the JV GP and/or
      their Affiliates and the MC Partners and/or their Affiliates respecting the
      applicable ROFR and the associated property and rights to be acquired from
      the
      NJSEA.




**6.1.2.2**  **Election
      to Proceed with ROFR Not Approved by MDLP and the MC Partners; One Party
      Expresses Desire to Exercise ROFR** **.** If MDLP
      and the MC Partners do not approve of an election to exercise a ROFR and if,
      prior to the expiration of the Initial ROFR Election Period, either MDLP or
      the
      MC Partners shall deliver a written notice (a “ **ROFR
      Electing Party Notice** ”)
      to the
      other party stating its desire to exercise the applicable ROFR (any such party
      that provides a ROFR Electing Party Notice being referred to herein as the
      “ **ROFR
      Electing Party** ”),
      then,
      subject to the provisions of the applicable ROFR Agreement, the ROFR Electing
      Party, on behalf of MDLP, shall have the exclusive right during the period
      (the
“ **Exclusive
      Negotiation Period** ”)
      commencing on the date that is the earlier of (i) the date upon which MDLP
      and
      the MC Partners determine pursuant to a written instrument that MDLP shall
      not
      exercise the applicable ROFR, and (ii) the Initial ROFR Election Date, and
      terminating on the outside date for execution of a definitive agreement under
      the applicable ROFR Agreement, to cause MDLP, on behalf of a ROFR Electing
      Party, to negotiate the terms and provisions of a written agreement with the
      NJSEA to acquire the property and rights that are subject to the applicable
      ROFR
      and this Section 6.1.2.2 and, if such negotiations are successful, to cause
      MDLP, on behalf of a ROFR Electing Party, to enter into such a written agreement
      pursuant to and in accordance with Section 6.1.2.1. The failure of a party
      to
      deliver a ROFR Electing Party Notice shall be deemed an election by such party
      not to exercise the applicable ROFR.




**6.1.2.2.1**  **ROFR
      Electing Party Enters Into Agreement with NJSEA During Exclusive Negotiation
      Period** **.** If the
      ROFR Electing Party shall succeed in entering into a written agreement with
      the
      NJSEA within such Exclusive Negotiation Period, then, subject to the provisions
      of Section 6.1.2.2.1(a), the ROFR Electing Party shall be permitted to
      enter into such written agreement without the involvement of MDLP (or the JV
      GP)
      or the




24


MC
      Partners, as the case may be (each a “ **Non-Electing
      Party** ”
and
      collectively the “ **Non-Electing
      Parties** ”),
      and
      the Non-Electing Parties covenant that they shall provide all reasonably
      necessary assistance and execute all reasonably necessary agreements, in each
      case, without recourse by the ROFR Electing Party or the NJSEA (except any
      recourse by the NJSEA as provided in, and subject to, the next two sentences),
      to assign or transfer the applicable ROFR to the ROFR Electing Party or its
      Affiliates. If the agreement(s) entered into with the NJSEA impose any
      obligations or liabilities on the Non-Electing Parties, or their Affiliate(s),
      as applicable, including any obligations or liabilities arising out of or in
      connection with any of the Non-Electing Parties being direct or indirect owners
      of any Person that is a party to the agreements with the NJSEA (for example,
      if
      the agreement(s) require that MDLP must be the party to such agreement(s)),
      then
      the obligation of the Non-Electing Parties to provide assistance and agreements
      as provided in the immediately preceding sentence shall be conditioned upon
      the
      ROFR Electing Party executing an indemnification agreement in favor of the
      Non-Electing Parties or their Affiliate(s), as applicable. Such indemnification
      agreement shall provide that the ROFR Electing Party agrees to indemnify, defend
      and hold harmless the Non-Electing Parties and their Affiliate(s), as
      applicable, from and against any and all liabilities, obligations, claims,
      losses, suits, damages, costs and expenses (including reasonable attorneys’ fees
      and expenses) arising out of or occurring as a result of the agreement(s)
      entered into with the NJSEA or the property that is subject to the agreements
      or
      the ownership of such Person(s). The ROFR Electing Party shall be permitted
      to
      execute such documents and take such actions on behalf of MDLP without the
      necessity of the approval or consent of the Non-Electing Parties as shall be
      reasonably necessary in order that the applicable ROFR shall be assigned or
      transferred to the ROFR Electing Party or its Affiliate; provided, however,
      that
      such documents shall not impose any obligations or liabilities on the
      Non-Electing Parties.




**(a)**  **Agreement
      with NJSEA is More Favorable than Offer Notice; Other Party’s Right to
      Participate** **.** If the
      ROFR Electing Party shall enter into a written agreement with the NJSEA prior
      to
      the expiration of the applicable Exclusive Negotiation Period and if the price
      or other consideration to be paid to the NJSEA is an amount equal to or less
      than ninety-five percent (95%) of the price or other consideration proposed to
      be paid to the NJSEA in the applicable Offer Notice or if any other term(s),
      taken as a whole, grant materially better rights or




25


benefits
      than as set forth in the applicable Offer Notice, then the ROFR Electing Party
      shall provide a written notice to the Non-Electing Parties of such fact (such
      written notice, a “ **ROFR Contract
      Notice** ”).
      The
      MC Partners (if the ROFR Electing Party is MDLP) or MDLP (if the ROFR Electing
      Party is either of the MC Partners) shall have thirty (30) days after the
      receipt of a ROFR Contract Notice to provide a written notice to the other,
      of
      their election (a “ **ROFR
      Participation Notice** ”)
      to
      participate in the exercise of the applicable ROFR on the terms set forth in
      the
      ROFR Contract Notice.




**(b)**  **Other
      Party Provides a ROFR Participation Notice** **.** If the
      Non-Electing Party shall provide a ROFR Participation Notice within the
      thirty (30) day period described in Section 6.1.2.2.1(a) hereof, then
      MDLP and the MC Partners shall enter into a limited partnership agreement as
      contemplated in Section 6.1.2.1 hereof.




**(c)**  **Other
      Party Does Not Provide a ROFR Participation Notice** **.** If the
      Non-Electing Party shall fail to provide a ROFR Participation Notice within
      the
      thirty (30) day period described in Section 6.1.2.2.1(a) hereof, the
      Non-Electing Party shall be deemed to have elected not to so participate and
      the
      ROFR Electing Party shall be permitted to enter into the written agreement
      with
      the NJSEA without the involvement of MDLP (if MDLP is the Non-Electing Party)
      or
      any of the Non-Electing Parties as provided in the first paragraph of this
      Section 6.1.2.2.1.




**6.1.2.2.2**  **ROFR
      Electing Party Fails to Enter Into Agreement with NJSEA; Parties May Negotiate
      Independently with NJSEA** **.** If, as
      of the expiration of the Exclusive Negotiation Period, the ROFR Electing Party
      shall have failed to enter into a written agreement with the NJSEA as aforesaid,
      then, subject to any applicable provisions of the applicable ROFR Agreement
      and the right of the Non-Electing Parties to participate as the result of the
      timely delivery of a Successful Bid Participation Notice as provided in
      Sections 6.1.2.2.2(a) and (b) hereof, the MC Partners, MDLP and the JV GP
      and/or their respective Affiliate(s) shall be permitted to respond independently
      to any solicitations from the NJSEA to the public (such as requests for
      proposals) or otherwise negotiate with the NJSEA to so acquire the property
      and
      rights that are subject to the applicable ROFR (any such independent response
      or
      negotiation, an “ **Independent
      Negotiation** ”).




26


**(a)**  **Party
      is Successful in Independent Negotiation; Other Party’s Right to
      Participate** **.** If MDLP
      and/or its Affiliates or the MC Partners and/or their Affiliates (such party,
      the “ **Successful
      Bid Party** ”)
      shall
      enter into a written agreement with the NJSEA as the result of an Independent
      Negotiation, then the Successful Bid Party shall provide a written notice to
      the
      other party of such fact (such written notice, a “ **Successful
      Bid Notice** ”).
      The
      MC Partners (if the Successful Bid Party is MDLP) or MDLP (if the Successful
      Bid
      Party is the MC Partners) (the “ **Non-Participating
      Party** ”)
      shall
      have thirty (30) days after the receipt of a Successful Bid Notice to provide
      a
      written notice to the other, of their election (a “ **Successful
      Bid Participation Notice** ”)
      to
      participate in the transaction that is the subject of the written agreement
      with
      the NJSEA on the terms set forth in the Successful Bid Notice.




**(b)**  **Other
      Party Provides a Successful Bid Participation Notice** **.** If the
      Non-Participating Party shall provide a Successful Bid Notice within the thirty
      (30) day period described in Section 6.1.2.2.2(a) hereof, then MDLP and the
      MC Partners shall enter into a limited partnership agreement as contemplated
      in
      Section 6.1.2.1 hereof.




**(c)**  **Other
      Party Does Not Provide a Successful Bid Participation
      Notice** **.** If the
      Non-Participating Party shall fail to provide a Successful Bid Participation
      Notice within the thirty (30) day period described in Section 6.1.2.2.2(a)
      hereof, the Non-Participating Party shall be deemed to have elected not to
      so
      participate and the Successful Bid Party shall be permitted to enter into a
      written agreement with the NJSEA that is the result of the Independent
      Negotiation without the involvement of MDLP (if MDLP is the Non-Participating
      Party) or the other party, subject, however, to Section 6.1.2.2.2(c)(i)
      hereof.




**(i)**  **Agreement
      with NJSEA is More Favorable than Successful Bid Notice; Other Party’s Right to
      Participate** **.** If the
      Successful Bid Party shall enter into a written agreement with the NJSEA
      subsequent to the thirty (30) day period described in Section 6.1.2.2.2(a)
      and if the price or other consideration to be paid to the NJSEA is an amount
      equal to or less than ninety-five percent (95%) of the price or other
      consideration proposed to be paid to the NJSEA in the applicable




27


Successful
      Bid Notice or if any other term(s), taken as a whole, grant materially better
      rights or benefits than as set forth in the applicable Successful Bid Notice,
      then the Successful Bid Party shall provide a written notice to the
      Non-Participating Party of such fact (such written notice, a “ **Successful
      Bid Reoffer Notice** ”).
      The
      Non-Participating Party shall have thirty (30) days after the receipt of a
      Successful Bid Reoffer Notice to provide a written notice to the Successful
      Bid
      Party, of their election (a “ **Successful
      Bid Reoffer Participation Notice** ”)
      to
      participate in the transaction that is the subject of the written agreement
      with
      the NJSEA on the terms set forth in the Successful Bid Reoffer
      Notice.




**(ii)**  **Other
      Party Provides a Successful Bid Reoffer Participation
      Notice** . If the
      Non-Participating Party shall provide a Successful Bid Reoffer Participation
      Notice within the thirty (30) day period described in
      Section 6.1.2.2.1(c)(i) hereof, then MDLP and the MC Partners shall enter
      into a limited partnership agreement as contemplated in Section 6.1.2.1
      hereof.




**(iii)**  **Other
      Party Does Not Provide a Successful Bid Reoffer Notice.** If the
      Non-Participating Party shall fail to provide a Successful Bid Reoffer Notice
      within the thirty (30) day period described in Section 6.1.2.2.1(c)(i)
      hereof, the Non-Participating Party shall be deemed to have elected not to
      so
      participate and the Successful Bid Party shall be permitted to enter into the
      written agreement with the NJSEA without the involvement of MDLP (if MDLP is
      the
      Non-Participating Party) or the Non-Participating Party.




**6.1.2.3**  **Right
      of the MC Partners To Demonstrate to NJSEA that Hotel having Substantially
      Same
      Utility Can Be Built on Project Site instead of on Meadowlands Racetrack
      Site** **.** Concurrently with MDLP and the MC Partners determining whether they shall
      proceed with a particular Hotel ROFR and provided that, as of such date, the
      MC
      Partners either shall have Taken Down the Hotel Component or shall still have
      a
      right to Take Down the Hotel Components under Section 10 and shall not have
      “committed to develop a hotel on the Hotel Component” as provided in
      Section 5 of the Hotel ROFR Agreement, and provided further




28


that,
      as
      of such date, neither Special General Partner nor MC Entertainment shall be
      in
      material default under this Agreement (after the giving of any required notice
      thereof and the expiration of any applicable cure period), the MC Partners
      shall
      be permitted, pursuant to subclause (iii) of Section 10.2(f) of the
      Redevelopment Agreement (as incorporated in the Hotel ROFR Agreement), to
      exercise MDLP’s right to demonstrate to the NJSEA that a hotel having
      substantially the same utility to the NJSEA can be built on the portion of
      the
      Project Site (as defined in the Redevelopment Agreement) planned for the Hotel
      Component instead of the Meadowlands Racetrack. If the MC Partners shall be
      successful, then:  (i) if the MC Partners have not yet Taken Down
      the Hotel Component, the MC Partners shall Take Down the Hotel Component,
      (ii) if the hotel that shall be constructed on the Hotel Component shall
      not have video lottery terminals (or “slots”), or any other legalized form of
      gaming on or in its premises, then MDLP, the JV GP and/or their Affiliates
      and
      the MC Partners and/or their Affiliates shall form a ROFR Component Entity,
      which shall be “fractions rule” compliant within the meaning of Section
      514(c)(9) of the Code and the Treasury Regulations, unless otherwise reasonably
      determined by MDLP in its sole discretion, and, in connection therewith, execute
      an agreement of limited partnership substantially in the form of the
      Office/Hotel Component LP Agreement and proceed with the development of the
      hotel thereon, and (iii) if the hotel that shall be constructed on the
      Hotel Component shall have video lottery terminals (or “slots”), or any other
      legalized form of gaming on or in its premises, then the MC Partners and/or
      their Affiliates and MDLP and the JV GP and/or their Affiliates shall form
      a
      ROFR Component Entity, which shall be “fractions rule” compliant within the
      meaning of Section 514(c)(9) of the Code and the Treasury Regulations, unless
      otherwise reasonably determined by MDLP in its sole discretion, and, in
      connection therewith, execute an agreement of limited partnership in
      substantially the form of the Office/Hotel Component LP Agreement with the
      following revisions: (A) the aggregate Partnership Interest of MDLP and/or
      its Affiliates shall be fifty percent (50%) and the aggregate Partnership
      Interests of the MC Partners and/or their Affiliates shall be fifty percent
      (50%), with the MC Partners being obligated to contribute all Required Equity
      as
      set forth in the agreed-upon development budget for the Hotel Component until
      such time as the Capital Ratio is 50:50 and, thereafter, each of MDLP, the
      JV GP
      and/or their Affiliates and the MC Partners and/or their Affiliates shall be
      obligated to contribute Required Equity, pari passu, based on their respective
      Partnership Interests in such ROFR Component Entity, (B) if, as of the
      Capital Ratio Determination Date, the Capital Ratio is not 50:50, then the
      MC
      Partners shall be obligated to contribute capital to the ROFR Component Entity
      as contemplated in Section 10.6.6(a), except that the amount to be
      contributed by the MC Partners must result, after such contribution and
      the




29


distribution
      described in Section 10.6.6(a), in a Capital Ratio of 50:50,
      (C) MDLP’s right to elect to take the actions set forth in
      Section 10.6.6(b)(i) and Section 10.6.6(b)(ii) shall arise if the Capital
      Ratio is not 50:50, (D) the list of Major Decisions shall be modified to
      address the fact that the ROFR Component Entity is a 50/50 joint venture to
      be
      jointly controlled by MDLP and the MC Partners, (E) the MC Partners shall
      be the managing general partner of such ROFR Component Entity and (F) the
      capital accounts of the partners in such ROFR Component Entity shall be
      maintained in compliance with Code Section 704(b) and the Treasury Regulations
      promulgated thereunder; and (G) all allocations of income, gain, loss and
      deduction that are capable of having economic effect shall have “substantial
      economic effect” within the meaning of Code Section 704(b) and the Treasury
      Regulations promulgated thereunder. If, as of such date, the MC Partners shall
      not have Taken Down the Hotel Component and the MC Partners shall no longer
      have
      a right to Take Down the Hotel Component under Section 10, MDLP shall be
      permitted, pursuant to subclause (iii) of Section 10.2(f) of the Redevelopment
      Agreement (as incorporated in the Hotel ROFR Agreement), to exercise MDLP’s
      right to demonstrate to the NJSEA that a hotel having substantially the same
      utility to the NJSEA can be built on the portion of the Project Site (as defined
      in the Redevelopment Agreement) planned for the Hotel Component instead of
      the
      Meadowlands Racetrack. If MDLP shall be successful, then the provisions of
      Section 10.7 shall control in respect of MDLP’s actions with respect to the
      Hotel Component, except that, if the MC Partners shall make a Partnership
      Election, then the Partnership Interests and capital contribution obligations
      in
      subclause (1) of Section 10.7.3.2 shall be amended to be consistent with
      the subclause (ii) and (iii) of the second sentence of this
      Section 6.1.2.3. Also, should either the MC Partners or MDLP, as
      applicable, be successful in demonstrating to the NJSEA that a hotel having
      substantially the same utility to the NJSEA can be built on the portion of
      the
      Project Site planned for the Hotel Component instead of the Meadowlands
      Racetrack, then the managing general partner of the ROFR Component Entity formed
      as provided in this Section 6.1.2.3 shall be obligated to commence
      development and construction upon the earlier of the date required under any
      applicable agreement between MDLP and the NJSEA, and the date that may be agreed
      upon by MDLP and the MC Partners and set forth in such ROFR Component Entity
      partnership agreement. Notwithstanding anything to the contrary, MDLP’s or the
      MC Partners’ right to participate in the development and ownership of a hotel as
      contemplated herein with video lottery terminals (or “slots”), or any legalized
      form of gaming on or in its premises is subject to MDLP’s or the MC Partners’
ability to meet the federal, state or local licensure requirements for the
      operation of a gaming facility (that is, a facility with video lottery
      terminals), or any legalized form of gaming) (“ **Gaming
      Facility** ”).
      If,
      for any reason, either




30


MDLP
      or
      the MC Partners is unable to meet such licensure requirements for the operation
      of a Gaming Facility (such party, an “ **Ineligible
      Party** ”),
      then
      the Ineligible Party may assign or transfer its Partnership Interest in the
      ROFR
      Component Entity to another Person that is reasonably acceptable to the other
      party (it being understood that a transfer from an Ineligible Party that would
      not be permitted shall include (a) any transfer to a Person that, upon
      becoming a partner, shall constitute an Ineligible Party, and (b) any
      transfer to a Person that does not have sufficient net worth, at the time of
      the
      transfer, to fund the reasonably foreseeable equity requirements to fund
      budgeted equity requirements and equity requirements that would be required
      to
      be funded in subsequent years). In such event any consideration received by
      the
      Ineligible Party shall be the sole property of the Ineligible
      Party.




**6.1.3**  **Any
      Other Development of a Hotel at Meadowlands Race Track** **.** If the
      NJSEA shall approach MDLP to negotiate a transaction for MDLP to develop a
      hotel
      at the Meadowlands Race Track without the implementation of the terms and
      provisions of the Hotel ROFR Agreement or the NJSEA and MDLP shall otherwise
      engage in negotiations to develop such a hotel, the decision to have MDLP to
      proceed with such development shall require the Approval of the Parties (as
      determined in the exercise of their sole and absolute discretion). If MDLP
      and
      the MC Partners shall so provide such approval, then MDLP, the JV GP and/or
      their respective Affiliates and the MC Partners and/or their respective
      Affiliates shall form an ROFR Component Entity in accordance with
      Section 6.1.2.1 and proceed with the development of the hotel in accordance
      with the ROFR Component Entity partnership agreement to be entered into the
      by
      MDLP, the JV GP and/or their respective Affiliates and the MC Partners and/or
      their respective Affiliates. If MDLP and the MC Partners shall not provide
      such
      approval, then MDLP and the MC Partners shall proceed in their individual
      negotiations with the NJSEA and their individual elections to proceed (and
      corresponding obligations to permit the other party to participate in a
      transaction with the NJSEA) in a manner similar to the manner in which MDLP
      and
      the MC Partners, if a ROFR shall not be Approved by MDLP and the MC Partners,
      are permitted to proceed with respect to a ROFR (and provide the other party
      an
      opportunity to participate in such ROFR) that shall not be Approved by the
      Parties.




**6.1.4**  **Change
      in Use of Hotel Component** .
      Section 10.2 of the Redevelopment Agreement contemplates that, regardless
      of whether the Hotel ROFR is exercised, the NJSEA shall give special
      consideration to the Approval of a Major Modification to the Approved Master
      Plan and Conceptual Site Plan to permit the use of the portion of the Project
      Site planned for the Hotel Component for an alternative use consistent with
      the
      Enabling Legislation (all capitalized terms used in this Section 6.1.4 not
      otherwise defined in the Original Agreement shall have the meanings ascribed
      to
      them in the Redevelopment Agreement).




31


**6.1.4.1**  **Change
      in Use; the MC Partners Have Right to Approve** .
      If, as
      of the date of the proposed change in use of the Hotel Component, the MC
      Partners either shall have Taken Down the Hotel Component or shall still have
      a
      right to Take Down the Hotel Component under Section 10, any change in use
      of
      the Hotel Component to an alternative use in use shall require the Approval
      of
      the Parties (as determined in the exercise of their sole and absolute
      discretion). If the NJSEA shall approve such change in use and MDLP and the
      MC
      Partners shall so approve such change in use as a Major Decision (such Major
      Decision to be determined by MDLP and the MC Partners in the exercise of their
      sole and absolute discretion), then, prior to the development of the Hotel
      Component, MDLP and/or their respective Affiliates and the MC Partners shall
      form a ROFR Component Entity in accordance with Section 6.1.2.1, except
      that the managing general partner shall be MDLP, the JV GP and/or their
      respective Affiliates if the use is entertainment and/or retail related, and
      the
      managing general partner shall be the MC Partners and/or their respective
      Affiliates if the use is office or hotel related, and the managing general
      partner shall be as otherwise Approved by the Parties (as reasonably agreed
      upon
      by the parties) if the use shall not be entertainment, retail, office or hotel
      related.




**6.1.4.2**  **Change
      in Use; No Right of the MC Partners to Approve** .
      If, as
      of the date of the proposed change in use of the Hotel Component, the MC
      Partners shall not have Taken Down the Hotel Component and the MC Partners
      shall
      no longer have a right to Take Down the Hotel Component under Section 10, any
      change in use of the Hotel Component to an alternative use in use shall not
      require the Approval of the Parties but, rather, may be agreed to by MDLP.
      If
      the NJSEA shall approve such change in use and MDLP shall so agree upon such
      change in use, then the provisions of Section 10.7 shall control in respect
      of MDLP’s actions with respect to the Hotel Component.




**7.**  **Management
      of the MC Component Entities and the ROFR Component Entities: REIT
      Issues**.






**7.1** Subject
      to Section 7.2, the parties hereto covenant and agree to negotiate in good
      faith
      to structure the ownership and management of the assets of the Office/Hotel
      Component Owners and, as applicable, the ROFR Component Entities in a manner
      that is tax-neutral for each of MDLP, the JV GP and/or their respective
      Affiliates and the MC Partners and/or their Affiliates; provided, however,
      to
      the extent that a tax-neutral structure cannot be agreed upon by the parties,
      the provisions of Section 7.2 shall govern the ownership and management of
      the
      assets of the Office/Hotel Component Owners and, as applicable, the ROFR
      Component Entities.




**7.2** The
      parties
      hereto hereby acknowledge the status of Mack-Cali Realty Corporation, a Maryland
      corporation (“ **MCRC** ”)
      (an
      Affiliate of the MC Partners) as a REIT. The JV GP, JV Holding and the MC
      Partners further covenant and agree that the  MC
      Component Entities and, as applicable, the ROFR Component Entities and their
      respective properties shall be managed in a manner so that: (a) the gross income
      of each such entity meets the tests provided in Section 856(c)(2) and (3) of
      the
      Code as if each MC Component Entity and each ROFR Component Entity were a REIT;
      (b) the assets of each such entity meets the tests provided in Section 856(c)(4)
      of the Code as if each MC Component Entity and each ROFR Component Entity were
      a
      REIT; and (c) each such entity minimizes federal, state, local and excise taxes
      that may be incurred by MCRC, or any of its Affiliates, including taxes under
      Section 857(b), 860(c) or 4981 of the Code. MDLP, the JV GP, JV Holding and
      the
      MC Partners hereby acknowledge, agree and accept that each MC Component Entity
      and each ROFR Component Entity may be precluded from taking, or may be required
      to take, an action which it would not have otherwise taken, even though the
      taking or the not taking of such action might otherwise be advantageous to
      each
      such MC Component Entity and each ROFR Component Entity and/or to the JV GP,
      JV
      Holding or the MC Partners (or one or more their Affiliates). If the MC Partners
      (or an Affiliate of the MC Partners) determines that, in order to meet the
      requirements of this provision, one or more corporations should elect to be
      treated as a "taxable REIT subsidiary" (as defined in Section 856(l)(1) of
      the
      Code) in accordance with Section 856(l)(1)(B) of the Code (and in accordance
      with guidance issued by the Internal Revenue Service), MDLP, the JV GP, JV
      Holdings, the MC Partners and MCRC hereby agree to cause such corporations
      to
      file a joint "TRS" election with MCRC to be treated as a "taxable REIT
      subsidiary" pursuant to, and in accordance with, Section 856(l)(1)(B) of the
      Code. Each MC Component Entity and each ROFR Component Entity and MCRC shall
      join in such elections within seven (7) days after written notice to such
      MC Component Entity and each ROFR Component Entity and MCRC by the MC
      Partners.












32






**8.**  **Management**.




Subject
      to the Take Down of any MC Component Entity, the parties hereto acknowledge
      that
      MDLP shall directly or indirectly control the Component Entities.




**8.1** **Management
      of MC Component Entities and ROFR Component Entities** **.**




**8.1.1** **Party
      Representatives** .
      MDLP
      shall designate, in writing delivered to the MC Partners, its representative
      (the “ **MDLP
      Representative** ”)
      and
      alternate representative (the “ **Alternate
      MDLP Representative** ”),
      and
      the MC Partners shall designate, in writing delivered to MDLP, their
      representative (the “ **MC
      Representative** ”)
      and
      alternate representative (the “ **Alternate
      MC Representative** ”),
      for
      purposes of this Agreement. The MDLP Representative or, if not available, the
      Alternate MDLP Representative, shall be fully authorized to provide any
      approvals and otherwise act on behalf of MDLP for all purposes and any approval
      so provided and any act so taken by MDLP Representative or, if not available,
      the Alternative MDLP Representative for or on behalf of MDLP, shall be binding
      upon MDLP for all purposes of this Agreement. The MC Representative or, if
      not
      available, the Alternate MC Representative, shall be fully authorized to provide
      any approvals and otherwise act on behalf of the MC Partners for all purposes
      of
      this Agreement and any approval so provided and any act so taken by
      the  MC
      Representative or, if not available, the Alternative MC Representative, for
      or
      on behalf of the MC Partners shall be binding upon each of the MC Partners,
      respectively, for all purposes of this Agreement. MDLP and the MC Partners
      may,
      at any time, designate a replacement representative and such designation shall
      be effective immediately upon the receipt of written notice of such designation
      by the other party. The initial MC Representative, Alternate MC Representative,
      MDLP Representative and Alternate MDLP Representative shall be those Persons
      set
      forth in **Exhibit
      E** to this
      Agreement.










33




**8.1.2** **Meetings
      of Party Representatives** .




**(a)** The
      MDLP
      Representative or the Alternate MDLP Representative and the MC Representative
      or
      the Alternate MC Representative shall meet at such times as reasonably requested
      by MDLP or the MC Partners. Such meetings may occur telephonically.




**(b)** Notice
      of
      meetings of party representatives may be given personally or by mail, in writing
      or in any manner that is reasonable under the circumstances to give actual
      notice; provided, however, absent a written waiver by either the MDLP
      Representative (or the Alternate MDLP Representative) or the MC Representative
      (or the Alternate MC Representative), each representative shall receive not
      less
      than ten (10) days advance notice of any meeting of the party
      representatives.




**8.2** **Partner
      Cooperation; Project Status Reports and Budgets** . 
      If the JV GP shall request such cooperation, the MC Partners shall, in a
      commercially reasonable manner, provide such cooperation and expertise and
      participation as shall be necessary in order to gain the applicable governmental
      approvals and agreements with any Governmental Authority in order to complete
      the Project and shall be reimbursed for its out of pocket expenses and
      reasonable costs for same if and to the extent the JV GP requests that the
      MC
      Partners take the specific actions resulting in the requirements to expend
      such
      sums. The JV GP shall, in a commercially reasonable manner, provide its
      cooperation and expertise in a manner intended to enable the successful
      completion of the Project. The JV GP shall provide the MC Partners with monthly
      “job cost” reports of the Project, that provide information relating to the
      construction of the Infrastructure Improvements and
      Traffic and Infrastructure Improvements .
      Within
      ten (10) Business Days of receipt of a written request from the MC Partners,
      the
      JV GP will provide the MC Partners with (i) a copy of the portions of MDLP’s
      most recent development budget that relate to the MC Components, the ROFR
      Components, as applicable, and the Infrastructure Improvements and Traffic
      and
      Infrastructure Improvements and (ii) such other reports, documents or
      information relating to the Infrastructure Improvements and Traffic and
      Infrastructure Improvements as the MC Partners shall reasonably
      request.




**8.3** **Participation
      in meetings, conferences, etc./Copies of notices, documents, etc./Avoidance
      of
      duplicative costs** .




**8.3.1** Notwithstanding anything herein to the contrary, each of the JV GP and the
      MC
      Partners shall use reasonable efforts to give notice in any manner that is
      reasonable under the circumstances to the other party and such other party
      shall
      have the right to be present at, and participate in, any pre-scheduled
      discussions, meetings and other significant and material communications between
      the JV GP or the MC Partners (or any of their respective Affiliates) and the
      NJSEA or any other Governmental Authority or their representatives
      (“ **Third
      Party Discussions** ”).
      It is
      the intention of this Section 8.3.1 that each of the JV GP and the MC Partners
      shall be afforded the opportunity to fully and meaningfully participate in
      the
      Third Party Discussions to the extent practical under the relevant
      circumstances. In the event that either the JV GP or the MC Partners, as the
      case may be, does not or is unable to participate in any such Third Party
      Discussion for any reason, the participating party shall make reasonable efforts
      to keep the other party apprised of such Third Party Discussions.
      Notwithstanding the foregoing, to the extent that any such discussions are
      intended to affect the Office/Hotel Component or the Hotel ROFR or Arena ROFR,
      the MC Partners shall be provided advance notice of such pre-scheduled
      discussions and shall have the right to participate in such discussions and
      to
      the extent that any such discussions are intended to affect the
      Entertainment/Retail Component, the JV GP shall be provided advance notice
      of
      such pre-scheduled discussions and shall have a right to participate in all
      such
      discussions; and








34


**8.3.2** Notwithstanding
      anything herein to the contrary, each of the JV GP and the MC Partners shall,
      and shall cause its Affiliates to (and in the case of the JV GP, shall cause
      MDLP to), promptly furnish to, or make available to, the other party copies
      of
      any and all material notices, submissions, settlements, resolutions, schedules,
      correspondence, court papers or filings, reports and other material documents
      or
      written materials (collectively, “ **Written
      Materials** ”)
      received from the NJSEA or any other federal, state or local governmental
      authority, agency or instrumentalities (including, the State of New Jersey,
      Bergen County or the Borough of East Rutherford) (“ **Governmental
      Authority** ”)
      with
      respect to or pertaining to the Project, if the substance of such Written
      Materials could materially affect any of the Project. Each of the JV GP and
      the
      MC Partners shall use reasonable efforts to provide copies of correspondence
      from such party to a Governmental Authority concurrently with the delivery
      thereof provided, however, that a party shall discharge its duties under this
      Section 8.3.2 by making such Written Materials available to the other party
      at
      the location where the materials are retained. Each of the JV GP and the MC
      Partners shall, and shall cause its Affiliates to, use good faith efforts to
      promptly disclose to the other party any information of which the party or
      any
      of its Affiliates has actual knowledge (whether by reason of an oral or written
      communication or otherwise) that could have a material adverse effect on any
      of
      the Project, the MC Component Entities, the Hotel ROFR, the Arena ROFR or the
      ROFR Component Entities.




**8.4** **Compliance
      with Authority Agreements/Partnership Defaults** **.** The
      JV GP
      shall use commercially reasonable efforts to cause MDLP and the Component
      Entities, or, if applicable, the ROFR Component Entities to timely comply with
      all of MDLP’s or obligations under any of the Authority Agreements.




**9.**  **Reimbursements** .  
      MDLP and the MC Partners hereto will be reimbursed by the applicable MC
      Component Entity or, as applicable, the applicable ROFR Component Entity for
      such costs and expenses incurred by it in providing predevelopment, development,
      pre- and post-development leasing, releasing, marketing, financing, legal (both
      in-house and third party) and pre- and post-development tenant coordination
      services to any MC Component Entity or, as applicable any ROFR Component Entity
      and other services ancillary to the development, ownership and operation of
      an
      Office/Hotel Component, if and to the extent that such services are to be
      provided by MDLP or the MC Partners (rather than by any other Person, pursuant
      to contracts or other agreements). Where appropriate, all such costs and
      expenses shall be evidenced by contracts or cost invoices.




**10.**  **Formation
      of Component Entities; Development of Office/Hotel
      Components**.






**10.1**  **Development
      of Office Component and Hotel Component; Formation of Component
      Entities** .
      The
      Redevelopment Agreement contemplates that construction of the Hotel Component
      and the Office Component (collectively, the “ **Office/Hotel
      Component** ”)
      may
      occur as Phase III and Phase IV of the Project, subject to favorable economic
      and market conditions as more particularly set forth therein. The MC Partners
      shall have the option to develop or cause to be developed the Office/Hotel
      Component on the terms and conditions set forth below.




**10.1.1**  **Separate
      Development of Entertainment/Retail, Office and Hotel Components; Separate
      Ground Leases** .
      The
      Redevelopment Agreement contemplates that the Entertainment/Retail Component,
      the Office Component (and the four (4) sub-Components thereof - that is,
      Buildings A, B, C and D as defined in the Redevelopment Agreement) and the
      Hotel
      Component may be developed at different times either by MDLP or by one or more
      other entities or a combination thereof (a “ **Staged
      Development** ”).
      The
      parties hereto acknowledge and agree that prior to the date hereof, MDLP caused
      to be formed each of the Component Entities and, in connection with the
      Financial Closing, each of the Component Entities entered into their respective
      Ground Lease and Component Agreement whereby MDLP assigned certain of its rights
      and obligations to the Component Entities.




**10.1.2**  **Issuance
      of Partnership Interests to the MC Partners upon the Exercise of a Take Down;
      Conveyance to Office/Hotel Component Upon the Take Down of a
      Sub-Component.** **.** Upon the
      MC Partners exercise of a Take Down option with respect to an Office/Hotel
      Component, MDLP shall cause the applicable MC Component Entity to issue economic
      partnership interests in such MC Component Entity to the MC Partners (and/or
      an
      Affiliate) as more specifically described in Section 10.6. Upon the MC Partners’
exercise of a Take Down option with respect to a sub-Component of the Office
      Component (as opposed to the exercise of a Take Down option with respect to
      an
      entire Office




35


Component),
      MDLP shall (i) cause the applicable MC Component Entity to convey the applicable
      leasehold estate to a newly-formed partnership in which MDLP (the JV GP, or
      an
      Affiliate of MDLP or the JV GP) is a partner (a “ **Sub-Component
      Owner** ”)
      and
      (ii) cause the applicable Sub-Component Owner to issue economic partnership
      interests in such Sub-Component Owner to the MC Partners (and/or an Affiliate
      thereof) as more specifically described in Section 10.6




**10.1.3**  **Cooperation** .
      Each of
      the JV GP, MDLP and the MC Partners shall, and shall cause their respective
      Affiliates to, provide such cooperation and promptly execute such consents,
      agreements and take such other actions as shall be necessary or desirable to
      carry out the purpose and intent of this Section 10.




**10.2**  **The
      MC Partners Option to Develop Office/Hotel Component** **.** The MC
      Partners shall have the option (the “ **Office/Hotel
      Development Option** ”)
      to (or
      to designate one or more of its Affiliates to) be the managing general partner
      of the MC Component Entities or the Sub-Component Owner which may Take Down
      Phase III and Phase IV or portions thereof in accordance with the Redevelopment
      Agreement and to cause the applicable MC Component Entity or Sub-Component
      Owner
      to Take Down either the Hotel Component or one or more of the sub-Components
      of
      the Office Component (that is, a portion of the Office Component upon which
      an
      office building of not less than 440,000 square feet shall be constructed)
      pursuant to the exercise of a Take Down option as more specifically described
      in
      this Section 10; provided, however, that the MC Partners shall be obligated
      to
      exercise their Take Down option with respect to the Hotel Component upon its
      exercise of either the Four Year Office/Hotel Development Option or the Six
      Year
      Office/Hotel Development Option. MDLP shall substantially complete the
      construction of the Traffic and Infrastructure Improvements described in
      Sections 3.2(a)(i) through (iv) of the Redevelopment Agreement as required
      under the Redevelopment Agreement by the earlier of (A) the Grand Opening
      Date, or (B) the date upon which MDLP shall provide a Development
      Acceleration Notice. If the Traffic and Infrastructure Improvements described
      in
      Sections 3.2(a)(i) through (iv) of the Redevelopment Agreement have not been
      constructed as required under the Redevelopment Agreement by the date of the
      MC
      Partners' timely exercise of an Office/Hotel Development Option, then the MC
      Partners shall not be obligated to cause the applicable Hotel/Office Component
      Owner to Take Down a Component or sub-Component, as applicable, pursuant to
      such
      exercise of an Office/Hotel Development Option until five (5) business days
      after such Traffic and Infrastructure Improvements have been constructed as
      required under the Redevelopment Agreement. The MC Partners' Office/Hotel
      Development Options shall be exercisable by the MC Partners no later than the
      dates set forth in the following schedule:




(i)  The
      MC
      Partners' first Office/Hotel Development Option shall be exercisable by the
      MC
      Partners no later than the date that is four (4) years after the Grand Opening
      Date (hereinafter referred to as the “ **Four
      Year Office/Hotel Development Option** ”
or
      the
“ **First
      Component** ”).




36


(ii)  The
      MC
      Partners' second Office/Hotel Development Option shall be exercisable by the
      MC
      Partners no later than the date that is six (6) years after the Grand Opening
      Date (hereinafter referred to as the “ **Six
      Year Office/Hotel Development Option** ”
or
      the
“ **Second
      Component** ”).




(iii)  The
      MC
      Partners' third Office/Hotel Development Option shall be exercisable by the
      MC
      Partners no later than the date that is eight (8) years after the Grand
      Opening Date.




(iv)  The
      MC
      Partners' fourth Office/Hotel Development Option shall be exercisable by the
      MC
      Partners no later than the date that is nine (9) years after the Grand
      Opening Date.




(v)  The
      MC
      Partners' fifth Office/Hotel Development Option shall be exercisable by the
      MC
      Partners no later than the date that is ten (10) years after the Grand
      Opening Date.




In
      all
      events, the MC Partners shall at their option Take Down all of the Office/Hotel
      Components no later than the date that is ten (10) years after the Grand Opening
      Date. To the extent that the MC Partners shall have not exercised any one of
      its
      Office/Hotel Development Options as of the date specified in the above schedule,
      the MC Partners shall no longer have any right to Take Down all other subsequent
      Components for which it has not exercised an Office/Hotel Development
      Option.




**10.2.1**  **The
      MC Partners' Election** .
      If the
      MC Partners desire to exercise an Office/Hotel Development Option, the MC
      Partners shall provide notice (an “ **Office/Hotel
      Development Election Notice** ”)
      to
      MDLP of such desire no later than the date on which such Office/Hotel
      Development Option may be exercised (as set forth in Section 10.2) and shall
      set
      forth in such notice which of the Components it desires to have Taken Down
      (e.g., the Hotel Component, an Office Component or one of the sub-Components
      of
      the Office Component) (the “ **Applicable
      Component** ”)
      and
      the proposed Take Down date (each an “ **Office/Hotel
      Election Notice Date** ”).
      Upon
      its exercise of an Office/Hotel Development Option, the MC Partners shall have
      no obligation to cause the applicable Office/Hotel Component Owner to commence
      construction of the Applicable Component until the MC Partners determine in
      their sole discretion that certain economic and market conditions as set forth
      in the Redevelopment Agreement exist, as applicable, subject to (x) MDLP's
      acceleration rights described in Section 10.3, (y) the obligation of
      the managing general partner of a ROFR Component Entity under
      Section 6.1.2.1 to commence development and construction upon the earlier
      of the date required under the applicable ROFR Agreement, if any, and the date
      that may be agreed upon by MDLP and the MC Partners and set forth in the
      applicable ROFR Component Entity Agreement, and (z) the obligation of the
      managing general partner set forth in Section 6.1.2.3 to commence
      development and construction upon the earlier of the date required under any
      applicable agreement between MDLP and the NJSEA, if any, and the




37


date
      that
      may be agreed upon by MDLP and the MC Partners and set forth in the applicable
      ROFR Component Entity Agreement. If the Applicable Component is the Hotel
      Component, then the development contemplated in the Office/Hotel Development
      Election Notice shall not be less than 520 rooms and, if the Applicable
      Component is the Office Component, the aggregate number of square feet of each
      sub-Component of the office buildings in the Office Component being not less
      than 440,000 square feet. If, the Applicable Component is an Office Component,
      the Office/Hotel Development Election Notice may provide that the Office
      Component will be developed in phases (then each of Buildings A through D (as
      defined in the Redevelopment Agreement) shall be developed in one or more
      phases), such that the aggregate square feet of the office buildings is
      approximately 1,760,000, or such lesser amount as required pursuant to zoning
      ordinances, approvals and the Redevelopment Agreement. For the avoidance of
      doubt, the Hotel Component may not be developed in one or more phases but the
      Office Components may be developed in phases as provided herein. Prior to
      commencement of construction of the Component or phases (if applicable) or
      sub-Component thereof, the MC Partners shall provide to the Office/Hotel
      Component Owner (as herein defined), the following which shall include such
      reasonable detail and contain such matters as shall be required under the
      Redevelopment Agreement:




**10.2.1.1**  **Development
      and Operating Budgets** .
      A
      proposed development budget for the construction of the Applicable Component,
      such budget to be in substantially the same form as the development budget
      of
      the JV GP, and a pro forma operating budget for the remainder of the calendar
      year following Completion with respect to the Applicable Component and for
      the
      immediately succeeding calendar year, such budget to be in substantially the
      same form as the Operating Budget;




**10.2.1.2**  **Construction
      Schedule** .
      A
      construction schedule, setting forth anticipated commencement of construction,
      substantial completion and occupancy of each individual building, parking
      facility or other material amenity, building or other sub-Component within
      the
      Office Component (or phases thereof) and the Hotel Component, with commencement
      of construction of the Applicable Component or sub-Component occurring no later
      than ninety (90) days after the Take Down date set forth in the Office/Hotel
      Development Election Notice or on such earlier date as determined in accordance
      with Section 10.3.1; and subject to Section 10.6.7.3; and




**10.2.1.3**  **Site
      Plans, etc** .
      Site
      plans, architectural renderings and other visual depictions of the MC Partners'
      proposed development of the entire Office/Hotel Component or a phase or
      sub-Component thereof including such documents as shall be required to be
      delivered to the NJSEA for “Master Plan Approval” of the Office/Hotel Component
      in accordance with the Redevelopment Agreement.




**10.3**  MDLP's
      Acceleration Right.






**10.3.1**  **MDLP's
      Right to Request Acceleration of Commencement Dates of Staged
      Development** .
      MDLP
      may request, by written notice to the MC Partners (a “ **Development
      Acceleration Notice** ”),
      that
      the date(s) for commencement of development of all or a particular sub-Component
      of the Office/Hotel Component occur on a date prior to the applicable dates
      set
      forth in Section 10.2. Provided that MDLP complies with either or both of
      Sections 10.3.1(a) and (b) in connection with the delivery of the Development
      Acceleration Notice, MDLP may provide a Development Acceleration Notice to
      the
      MC Partners at any time after the earlier of: (i) the date upon which MCRC
      (or its successor) publicly announces (including in a press release or public
      filing that it has no intention in the future of being in the business of
      developing office buildings or that MCRC (or its successor) publicly announces
      (including in a press release or public filing) that it has no intention in
      the
      future of developing office buildings in the State of New Jersey; or (ii) (A)
      the date that is two (2) years after the Grand Opening Date or (B) the date
      immediately subsequent to the date that the MC Partners have delivered an
      Office/Hotel Election Notice with respect to the First Component;
      (iii) (A) the date that is four (4) years after the Grand Opening Date
      or (B) the date immediately subsequent to the date that the MC Partners
      have delivered an Office/Hotel Election Notice with respect to the Second
      Component; or (iv) no more frequently than every two (2) years after the dates
      set forth in (ii) and (iii) above; provided, that MDLP shall have the right
      to
      accelerate the remaining two (2) Office Components (or sub-Components), at
      any
      time after the date which is eight (8) years after the Grand Opening
      Date.




**(a)**
            **Favorable
                Economic and Market Conditions**.
                If MDLP determines that economic and market conditions are favorable
                for
                the commencement of development of a particular Office/Hotel Component,
                phase or sub-Component thereof, as applicable, then MDLP shall provide
                a
                written notice (a “**Market
                Development Notice**”)
                to the MC Partners of such determination. The Market Development
                Notice
                shall be accompanied by a description of the Applicable Component
                or phase
                thereof, if applicable, that MDLP has determined should be Taken
                Down and
                reasonable evidence of favorable economic and market conditions.
                The MC
                Partners shall have thirty (30) days after receipt of a Market Development
                Notice to elect, by written notice to MDLP, to proceed with the Take
                Down
                on the date specified in the Market Development Notice. If the MC
                Partners
                provide a written notice of such election to proceed, then the Take
                Down
                of the particular Office/Hotel Component or phase thereof, if applicable,
                shall occur on the date specified in the Market Development Notice.
                If the
                MC Partners fail to provide a written notice to proceed within such
                thirty
                (30) day period, then the decision whether to proceed with the Take
                Down
                on the date specified in the Market Development Notice shall be a
                Major
                Decision and either party shall have the right to avail itself of
                the
                provisions of Section 15.




38


**(b)**
            **Third
                Party Commitment to Finance**.
                If in connection with a Development Acceleration Notice, MDLP obtains
                a
                term sheet or written evidence of a provisional commitment (a
                “**Loan
                Commitment**”)
                from a third party lender proposing to provide financing at market
                rates
                and upon commercially reasonable terms and conditions (including
                but not
                limited to loan to value ratios and debt service ratios) to finance
                the
                development of a particular Office/Hotel Component, phase or sub-Component
                thereof, as applicable, prior to the earlier of the applicable date
                set
                forth in Section 10.2 or the actual date of the Take Down of such
                Office/Hotel Component or sub-Component thereof, then MDLP shall
                provide a
                written notice (a “**Loan
                Commitment Notice**”)
                to the MC Partners of such fact. The Loan Commitment shall be non-recourse
                and shall not require that an entity guaranty the obligations of
                the
                borrower thereunder or, if recourse or a guaranty or guaranties shall
                be
                required, such recourse and/or guaranty or guaranties shall be the
                obligation of MDLP or its Affiliates, but not of the MC Partners
                or their
                Affiliate(s). The Loan Commitment Notice shall be accompanied by
                a
                description of the applicable Office/Hotel Component, phase or
                sub-Component thereof, as applicable, that is the subject of the
                Loan
                Commitment, a copy of the Loan Commitment and a proposed date of
                the Take
                Down of the applicable Office/Hotel Component, phase or sub-Component
                thereof, as applicable. The MC Partners shall have thirty (30) days
                after
                receipt of a Loan Commitment or Loan Commitment Notice to elect,
                by
                written notice to MDLP, to proceed with the Take Down, on the date
                specified in the Loan Commitment Notice and have the Office/Hotel
                Component Owner negotiate and execute the loan documents pursuant
                to the
                Loan Commitment. If the MC Partners provide a written notice of such
                election to proceed, then the Take Down shall occur on the date specified
                in the Loan Commitment Notice (but in no event shall such issuance,
                conveyance or assignment of Partnership Interests occur prior to
                the date
                of loan closing) and the MC Partners shall negotiate and execute
                the loan
                documents pursuant to the Loan Commitment; provided, however, that
                if the
                loan fails to close through no fault of the MC Partners, the MC Partners
                shall have no obligation to Take Down such Office/Hotel Component
                or
                sub-Component thereof nor commence development of the applicable
                Office/Hotel Component, phase or sub-Component thereof, as a result
                of the
                delivery of such Development Acceleration Notice by MDLP. If the
                MC
                Partners fail to provide a written notice to proceed within such
                thirty
                (30) day period, then the provisions of Section 10.8 shall apply.
                Notwithstanding anything herein to the contrary, if the MC Partners
                disagree with MDLP as to whether the Loan Commitment meets the terms
                and
                conditions of this Section 10.3.1(b), the MC Partners shall provide
                written notice to MDLP of such disagreement within the thirty (30)
                day period above and MDLP or the MC Partners shall have the right
                to avail
                themselves of the provisions of Section 15. If the resolution of
                the
                procedures under Section 15 results in a determination that the Loan 
                Commitment meets the terms and conditions of this Section 10.3.1(b)
                and
                the Loan Commitment expires or the contemplated loan (or a loan on
                comparable terms and conditions is substituted by the MC Partners
                at no
                additional cost to MDLP if the costs and expenses were paid in connection
                with the Loan Commitment) is no longer able to be obtained within
                a
                reasonable time after the resolution as aforesaid, then the MC Partners
                will construct the applicable office building or hotel as provided
                herein
                or, if the MC Partners fail to so construct as provided herein, then
                the
                provisions of Section 10.8 shall
                apply.




39





**10.4**  **Office/Hotel
      Component Owner Obligated to Pay a Portion of Annual
      Payments** **.**




**10.4.1**  **Determination
      of Allocated Annual Payments** .
      The
      Office/Hotel Component Owner shall only be obligated to pay the Allocated Annual
      Payments with respect to the Component, phase or sub-Component on which it
      has
      exercised an Office/Hotel Development Option.




**(a)**  **Allocated
      Annual Payments** .
      As used
      herein, the “ **Allocated
      Annual Payments** ”
with
      respect to the Office/Hotel Component shall be equal to thirty-two percent
      (32%)
      in the aggregate of (1) any rent (other than any percentage rent payable solely
      in connection with the Entertainment/Retail Component) or development rights
      fee(s) paid to date other than the Development Rights Fee in connection with
      the
      Ground Lease and/or a Component Lease, as applicable, (2) all PILOT Payments,
      (3) all fees, costs and expenses incurred by MDLP in connection with
      litigation (other than the Existing Litigation) relating to the Redevelopment
      Agreement or any related agreement (including assertions that the NJSEA did
      not
      possess the requisite authority to enter into the Redevelopment Agreement or
      such related documents), the PILOT Payments or any other litigation pertaining
      to all or any portion of the Project, (4) one-half of all fees, costs and
      expenses incurred by MDLP in connection with the Existing Litigation and (5)
      the
      WMB Annual Payment. “ **Annual
      Payments** ”
shall
      mean the aggregate of the amounts set forth in subclauses (1) through (5) of
      the
      preceding sentence. Notwithstanding that the Development Rights Fee may be
      characterized as prepayment of rent or ground rent under a Component Lease,
      such
      payment of the Development Rights Fee shall not constitute “rent” to be included
      in the definition of “Allocated Annual Payments”.




**(b)**  **Sub-Allocation
      Percentages** . **Exhibit
      F** annexed
      hereto sets forth, in the column entitled “Percentage of Allocated Payments”,
      the portions of the Allocated Annual Payments




40


(expressed
      as a percentage of the total Annual Payments) to be paid with respect to the
      ownership of each Component (such portions, the “ **Sub-Allocation
      Percentages** ”).




**(c)**  **Sub-Allocated
      Annual Payments** .
      Each
      Component, phase or sub-Component thereof shall be responsible for the amount
      determined by multiplying the applicable Sub-Allocation Percentage by the Annual
      Payments (the “ **Sub-Allocated
      Annual Payments** ”).
      Such
      responsibility shall commence on the earlier of the Grand Opening Date or
      six (6) years from the Development Rights Fee Funding Date.




**(d)**  **Obligation
      to Pay Allocated Annual Payments** .
      Once
      the MC Partners have provided the Office/Hotel Development Notice and the
      Component, phase or sub-Component has been conveyed and/or the partnership
      interests in the Component Entity issued, the Office/Hotel Component Owner
      shall
      be obligated to pay all Allocated Annual Payments that are thereafter due.
      If a
      Staged Development occurs, each Sub-Allocated Annual Payment shall be payable
      from and after the corresponding date of issuance or assignment of partnership
      interests in the Component Entity.




**(e)**  **Obligations
      to Pay Infrastructure Improvement Costs and Program Costs (Sub-Allocated
      Infrastructure Improvement Payments)** **.** Notwithstanding anything herein to the contrary, each Component, phase or
      sub-Component thereof shall be responsible (in proportion to their respective
      Sub-Allocation Percentages) for any and all Infrastructure Improvement Costs
      and
      Program Costs (other than Exclusive Office/Hotel Infrastructure Improvement
      Costs), up to but not in excess of $160,000,000, that has been incurred and
      paid
      by the JV GP, MDLP or any of the Component Entities (“ **Sub-Allocated
      Infrastructure Improvement Payments** ”).
      MDLP
      may finance Infrastructure Improvement Costs and Program Costs through (i)
      bond
      debt or other public financing vehicle(s) on the terms and conditions set forth
      in Section 13.1.16 (“ **Public
      Debt** ”),
      (ii)
      if public financing is not available or obtained by JV GP or MDLP, the issuance
      of an Infrastructure Loan, or (iii) to the extent that any portion of the
      Infrastructure Improvement Costs and Program Costs cannot be financed by Public
      Debt, a combination of (i) and (ii) above. If JV GP, MDLP or any of the
      Component Entities (other than the MC Component Entities) obtained public
      financing to pay for the Infrastructure Improvement Costs, the Sub-Allocated
      Infrastructure Improvement Payments shall include any and all principal payments
      and interest payments made under such financing. If JV




41


GP,
      MDLP
      or any of the Component Entities (other than the MC Component Entities) do
      not
      obtain public financing or non-affiliated third party financing to pay for
      the
      Infrastructure Improvement Costs and Program Costs, the Sub-Allocated
      Infrastructure Improvement Payments shall not be added to Sub-Allocated Prepaid
      Annual Payments upon a Take Down as provided in Section 10.5.2.




**(f)**  **Obligations
      to Pay Exclusive Office/Hotel Infrastructure Improvement
      Costs** **.** Notwithstanding anything herein to the contrary, each Component, phase or
      sub-Component thereof shall be solely responsible for any and all site specific
      costs relating to such Component, phase or sub-Component including all
      Infrastructure Improvement Costs and Program Costs associated solely with their
      respective Component, site plan approval costs and similar costs, fees and
      expenses (the “ **Exclusive
      Office/Hotel Infrastructure Improvement Costs** ”).




**10.5**  **Determination
      of Office/Hotel Value** .
      The
      value (the “ **Office/Hotel
      Value** ”)
      of the
      portion of the Development Land upon which Phase III and Phase IV shall be
      developed (the “ **Office/Hotel
      Land** ”)
      shall
      be the aggregate of the value of the Hotel Land and the value of the Office
      Land, determined utilizing the formula hereinafter set forth, plus the
      Sub-Allocated Prepaid Annual Payment.




**10.5.1**  **Determination
      of Values of Office Land and Hotel Land** .
      The
      value of the portion of the Office/Hotel Land upon which the Hotel Component
      shall be constructed (the “ **Hotel
      Land** ”)
      shall
      be determined by multiplying $17,500 per hotel room by the number of hotel
      rooms
      as set forth in the office or hotel Plans and Specifications, and (ii) the
      value
      of the portion of the Office/Hotel Land upon which the Office Component shall
      be
      constructed (the “ **Office
      Land** ”)
      shall
      be determined by multiplying $30 per buildable square foot by the actual
      buildable square footage of the office buildings located on the Office Land.
      Beginning in 2012 and annually thereafter, such $17,500 and $30 amounts set
      forth in the preceding sentence shall be increased by the percentage increase,
      if any, for the CPI (the “ **CPI
      Adjustment** ”)
      for
      November of the year (the “ **New
      Year** ”)
      prior
      to the current year as compared to the CPI for November of the year prior to
      the
      New Year. Such amounts shall not be decreased below the applicable amounts
      in
      effect immediately prior to a calculation of the change in CPI. If a Staged
      Development, the Office/Hotel Value as to each stage shall be separately
      determined.




**10.5.2**  **Su** **b-A** **llocated** **Prepaid Annual Payment** .
      Upon a
      Take Down, the Office/Hotel Value shall include a lump sum amount equal to
      the
      aggregate Sub-Allocated Annual Payments and the Sub-Allocated Infrastructure
      Improvement Payments (subject to Section 10.4.1(e)) accrued through the closing
      date of such Take Down (such aggregate amount, the “ **Sub-Allocated
      Prepaid**




42


**Annual
      Payment** ”).
      From
      and after such date, all future Sub-Allocated Annual Payments shall be payable
      as provided in Section 10.4.1(d).




**10.6**  **Issuance
      of Partnership Interests Upon the Exercise of a Take
      Down** .
      In
      connection with the MC Partners’ exercise of a Take Down option, MDLP shall
      cause the applicable MC Component Entity or applicable Sub-Component Owner
      to
      issue (i) the Special General Partner or its Affiliates a general partnership
      interest in such MC Component Entity or Sub-Component Owner in exchange for
      the
      Special General Partner’s commitment to contribute to the capital of such
      Component Entity or Sub-Component Owner the amount described in Sections 10.6.5
      and 10.6.6 hereof, and (ii) the MC Partners or their Affiliates a limited
      partnership interest in such MC Component Entity or Sub-Component Owner in
      exchange for the MC Partners’ commitment to contribute to the capital of such MC
      Component Entity or Sub-Component Owner the amount described in Sections 10.6.5
      and 10.6.6 hereof, at which time, the MC Partners shall be admitted to such
      MC
      Component Entity or Sub-Component Owner as partners for tax purposes; and MDLP
      and the MC Partners (or one or more of their Affiliates) shall execute a limited
      partnership agreement for such MC Component Entity or Sub-Component Owner (each,
      a “ **Office/Hotel
      Component LP Agreement** ”)
      substantially in the form of the Original Agreement, modified as
      follows:




**10.6.1**  The
      Office/Hotel Component LP Agreement(s) shall reflect that the property leased
      is
      the Office/Hotel Land or, if a Staged Development, it is the intention of the
      partners signatory thereto that the partnership or another partnership formed
      as
      contemplated herein shall eventually lease the Office/Hotel Land;




**10.6.2**  The
      applicable Office/Hotel Component Owners shall enter into a management agreement
      for the management of the Office Component pursuant to a management agreement
      substantially in the form of the Management Agreement attached as Exhibit J
      to the Original Agreement, appropriately modified to reflect that the asset
      that
      is subject thereto is an office building and providing for fees payable to
      the
      manager thereunder (which shall be an Affiliate of the MC Partners) as set
      forth
      in **Exhibit G** **** attached
      hereto and, as to the Hotel Component, the Office/Hotel Component LP Agreement
      shall provide for an asset management fee and development management fee payable
      to the MC Partners as set forth in **Exhibit G** **** attached
      hereto;




**10.6.3**  The
      initial capital accounts (and Unreturned Partners' Contribution Accounts) of
      each of MDLP and the MC Partners in each of the applicable Office/Hotel
      Component Owners shall be the amounts determined as provided in Section 10.6.7
      below, and the MC Partners’ aggregate Partnership Interest and MDLP's
      Partnership Interest in each of the applicable Office/Hotel Component Owners
      shall be seventy-five percent (75%) and twenty-five (25%), respectively as
      adjusted pursuant to Sections 10.6.6(a) and (b);




43


**10.6.4**  Each
      of
      MDLP and the MC Partners shall receive a return on their Unreturned Capital
      Contribution Accounts equal to nine percent (9%) per annum, compounded quarterly
      but not payable from capital contributions, with such return being paid on
      a
      pari passu basis in accordance with the amount of their respective Unreturned
      Capital Contributions Accounts thereunder and with the return of such capital
      to
      be paid in accordance with their Partnership Interests described in Section
      10.6.3;




**10.6.5**  The
      MC
      Partners shall be obligated to contribute all Required Equity as set forth
      in
      the agreed-upon development budget of the applicable Office/Hotel Component
      Owner until such time as the ratio (the “ **Capital
      Ratio** ”)
      of the
      MC Partners’ capital accounts to the MDLP capital account is 75:25 and,
      thereafter, the MC Partners and MDLP shall be obligated to contribute
      seventy-five percent (75%) and twenty-five percent (25%) respectively, of all
      Required Equity, pari passu, under the applicable Office/Hotel Component LP
      Agreement(s) to the Office/Hotel Component Owner(s) as provided in Section
      10.6.6(e);




**10.6.6**  If,
      as of
      the date of issuance of the certificate of occupancy for the core and shell
      of
      an Office Component or the date of opening for business of a Hotel Component,
      as
      applicable (such date, the “ **Capital
      Ratio Determination Date** ”),
      after
      capital accounts are established pursuant to Section 10.6.7 below and after
      taking into account all additional capital contributed by MDLP and the MC
      Partner as Required Equity in the applicable Office/Hotel Component Owner(s),
      the Capital Ratio is not 75:25, then the following shall occur:




(a)  The
      MC
      Partners shall contribute capital to the applicable Office/Hotel Component
      Owner
      within thirty (30) days of the Capital Ratio Determination Date in an amount
      such that, after such contribution and the distribution described in this
      Section 10.6.6(a), the Capital Ratio shall be at least 65:35 but not more than
      75:25 and, in such event, the applicable Office/Hotel Component Owner shall
      make
      a distribution to MDLP as a return of MDLP capital in an amount equivalent
      to
      the MC Partners’ capital contributions;




(b)  If,
      after
      the contribution of capital as described in Section 10.6.6(a) hereof, the
      Capital Ratio is less than 75:25 (but at least 65:35), then MDLP may elect
      that
      either the action described in Section 10.6.6(b)(i) below occur or the action
      described in Section 10.6.6(b)(ii) below occur:




(i)  MDLP’s
      Partnership Interest in the applicable Office/Hotel Component Owner shall be
      increased, and the MC Partners’ Partnership Interest in the applicable
      Office/Hotel Component Owner shall be decreased, so that their Partnership
      Interests are in proportion to the Capital Ratio, or




44






(ii)  MDLP’s
      Partnership Interest in the applicable Office/Hotel Component Owner and the
      MC
      Partners’ Partnership Interest shall not be adjusted and all Super-Priority
      Capital shall receive a preferred return equal to nine percent (9%) per annum,
      compounded quarterly, on, and a return of, such capital, prior to the return
      on
      or of any other capital under the Office/Hotel Component LP Agreement. In the
      alternative to receiving such a return on the Super-Priority Capital, MDLP
      may
      elect that a portion of MDLP’s capital equal to the Super-Priority Capital be
      converted into a loan in the amount of the Super-Priority Capital, with interest
      thereon at nine percent (9%) per annum, compounded quarterly, which loan shall
      be repaid prior to any Partner Loans (as such term shall be defined in the
      Office/Hotel Component LP Agreement) and any return of or on capital. As used
      herein the “ **Super-Priority
      Capital** ”
shall
      mean the portion of MDLP’s capital that is in excess of the amount of capital
      necessary to result in the Capital Ratio being 75:25.




(c)  Thereafter,
      the MC Partners and MDLP shall be obligated to contribute any additional
      Required Equity in the ratio of their respective Partnership Interests in the
      applicable Office/Hotel Component Owner, as such Partnership Interests were
      adjusted as provided in Section 10.6.6(b)(i); and




(d)  Thereafter,
      each future Office/Hotel Component LP Agreement:




(i)  shall
      provide for the Partnership Interests of the MC Partners and MDLP to be 75:25
      as
      provided in Section 10.6.3; and




(ii)  shall
      provide that if, after the occurrence of the Capital Ratio Determination Date
      applicable to the Office/Hotel Component Owner, the ratio of the MC Partners’
capital accounts to MDLP’s capital account is less than the ratio of the
      partner’s Partnership Interests, then the MC Partners shall be obligated to
      contribute capital to the Office/Hotel Component Owner, and the adjustment
      of
      Partnership Interests or allocation of a portion of the JV GP’s capital to
      Super-Priority Capital shall occur in a substantially similar manner as
      described in Section 10.6.6(b);




45






(e)  After
      the
      Capital Ratio becomes 75:25 as aforesaid, then each of the MC Partners and
      MDLP
      shall be obligated to contribute Required Equity, pari passu, based on the
      ratio
      of their respective Partnership Interests;




(f)  The
      MC
      Partners’ “Required Equity” in any Office Component or Hotel Component shall not
      exceed forty percent (40%) of the “ **Net
      Project Costs** ”
      contemplated in the applicable development budget of such Office Component
      or
      Hotel Component.




(g)  MDLP
      shall be a special general partner and receive rights to participate in Major
      Decisions as described in Section 13; and




(h)  If
      the MC
      Partners exercises the drag along rights that will be incorporated into the
      Office/Hotel Component LP Agreement, which terms shall be substantially similar
      to Section 11.3 of the Original Agreement, MDLP shall continue to the have
      rights and obligations respecting the development and ownership of the remaining
      Office/Hotel Components as set forth in this Section 10.




**10.6.7**  **Establishment
      of Capital Accounts in Office/Hotel Component Owner** .
      Upon a
      Take Down, the capital accounts of MDLP and the MC Partners in the applicable
      Office Hotel Component Owner shall be determined in the following
      manner:




**10.6.7.1**  Effective
      upon a Take Down and the issuance of the partnership interests in the applicable
      Office/Hotel Component Owner to the MC Partners (or their Affiliates) in
      exchange for the commitments to contribute capital as described in Section
      10.6.5 and 10.6.6 hereof, MDLP shall be deemed to have contributed the
      applicable Office/Hotel Land to the capital of the applicable Office/Hotel
      Component Owner based on the applicable Office/Hotel Value. Ninety-nine percent
      (99%) of such value determined will initially be credited to MDLP’s capital
      account and Unreturned MDLP Capital Contributions Account and one percent (1%)
      of such value will be credited to the MC Partners’ (or their Affiliates’)
      capital account and Unreturned MC Partner Capital Contributions Account;
      provided, however, that any amounts attributable to any Sub-Allocated Prepaid
      Annual Payment shall be credited to the party that, (i) if such Sub-Allocated
      Prepaid Annual Payment was subject to financing, paid any debt service
      (principal and interest) with respect to such financed amounts from its own
      funds or (ii) paid any such Sub-Allocated Prepaid Annual Payment from its own
      funds.




46






**10.6.7.2**  If
      the
      applicable Office/Hotel Value is less than the actual fair market value of
      the
      applicable Office/Hotel Land (and related assets) as determined by MDLP (the
      “ **Actual
      Office/Hotel Value** ”),
      then
      the difference between the applicable Actual Office/Hotel Value and the
      applicable Office/Hotel Value will be credited to the partners’ capital accounts
      and Unreturned Partners Contributions Accounts as follows: seventy-five percent
      (75%) of such difference will be credited to the MC Partners’ (or their
      Affiliates’) capital account and Unreturned MC Partner Capital Contributions
      Account, and twenty-five percent (25%) of such difference will be credited
      to
      MDLP’s capital account and Unreturned MDLP Capital Contributions
      Account.




**10.6.7.3**  If
      the
      applicable Office/Hotel Component Owner fails to commence construction within
      ninety (90) days of the date of the closing of the MC Partners’ applicable Take
      Down, the MC Partners shall be obligated to contribute capital to the
      Office/Hotel Component Owner within such ninety (90) day period in an amount
      that, after such contribution and the distribution described in this Section
      10.6.7.3, the Capital Ratio shall be 75:25 and, in such event, the Office/Hotel
      Component Owner shall make a distribution to MDLP as a return of MDLP’s capital
      in an amount equivalent to the MC Partners’ contribution. If the MC Partners
      fail to contribute the capital (a “ **Office/Hotel
      Funding Default** ”)
      in
      accordance with the preceding sentence, then MDLP may provide written notice
      to
      the MC Partners of such Office/Hotel Funding Default (an “ **Office/Hotel
      Funding Default Notice** ”).
      If
      the MC Partners shall fail to fund such Required Equity within ten (10) business
      days after the date of delivery of the Office/Hotel Funding Default Notice,
      then
      MDLP shall designate a replacement managing general partner of the Office/Hotel
      Component Owner (which may include itself). Upon the occurrence of an
      Office/Hotel Funding Default and the MC Partners’ failure to cure such default,
      the respective Partnership Interests of the MC Partners and MDLP in the
      Office/Hotel Component Owner shall be determined in accordance with their
      capital accounts in such Office/Hotel Component Owner as such capital accounts
      are determined as provided in Section 10.6.7.2 hereof. MDLP, as replacement
      managing general partner of the Office/Hotel Component Owner, may determine
      in
      its sole discretion whether to develop such Office/Hotel Component or sell
      such
      Office/Hotel Component, except that in the event of a sale the provisions of
      Section 10.7.2 shall not apply.




**10.6.7.4**  Any
      amounts allocable to an Office/Hotel Component Owner for Prepaid Rent
      Allocations shall not be credited to the Unreturned Capital Contributions
      Accounts.




47


**10.6.7.5**  Notwithstanding
      anything herein to the contrary, MDLP and the MC Partners agree, that if the
      JV
      GP shall fail to timely pay the Principal Amount of the MC Note to the MC
      Partners on the Maturity Date, then the MC Partners’ Partnership Interest in
      each Office/Hotel Component Owner shall be eighty percent (80%) rather than
      seventy-five percent (75%) and MDLP’s Partnership Interest in each Office/Hotel
      Component Owner shall be twenty percent (20%) rather than twenty-five percent
      (25%) and the Capital Ratio shall be 80:20 rather than 75:25 (and the credits
      to
      the accounts described in Section 10.6.7.2 hereof shall be in an 80:20 ratio
      rather than the 75:25 ratio). The foregoing adjustment to the Partnership
      Interests and the Capital Ratio shall not relieve the JV GP from its obligation
      to pay the Principal Amount of the MC Note.




**10.6.7.6**  Upon
      a
      Take Down, (i) the capital accounts of the partners in the applicable
      Office/Hotel Component Owner shall be maintained in accordance with the Code
      Section 704(b) and the regulations thereunder, and (ii) all allocations of
      income, gain, loss and treasury deduction that are capable of having economic
      effect for federal income tax purposes shall have substantial economic effect
      within the meaning of Code Section 704(b), and the Treasury Regulations
      promulgated thereunder and shall be “fractions rule” compliant within the
      meaning of Section 514(c)(9) of the Code and the Treasury Regulations, unless
      otherwise reasonably determined by MDLP in its sole discretion.




**10.6.8**  After
      the
      occurrence of the matters and execution of the documents set forth in Sections
      10.5 through 10.6.7.6, then the closing of the Take Down shall occur on a date
      not later than thirty (30) days after the date of such Take Down, as
      follows:




**10.6.8.1**  MDLP
      shall cause the Office/Hotel Component Owner to issue to (i) the Special General
      Partner and/or its designated Affiliate a general partnership interest in the
      Office/Hotel Component Owner and (ii) the MC Partners and/or their designated
      Affiliate a limited partnership interest in the Office/Hotel Component Owner.
      MDLP shall cause the Office/Hotel Component Owner to convert GP LLC’s managing
      general partnership interest in the Office/Hotel Component Owner to a special
      general partnership interest;




**10.6.8.2**  MDLP
      shall, and it shall cause GP LLC and the Office/Hotel Component Owner to,
      execute such documents as shall be reasonably necessary to issue the partners’
Partnership Interests in the Office/Hotel Component Owner;




**10.6.8.3**  The
      applicable Office/Hotel Component Owner shall represent and warrant that the
      Partnership Interests have not been sold,




48


assigned,
      transferred, encumbered, pledged or hypothecated, and (iii) the interests
      are free and clear of any lien, claim or encumbrance;




**10.6.8.4**  GP
      LLC
      and the MC Partners or their Affiliates will file and amendment to the
      certificate of limited partnership of the Office/Hotel Component Owner
      reflecting the admission of the MC Partners or their Affiliates, as the case
      may
      be, as a new general partner of the Office/Hotel Component Owner;




**10.6.8.5**  Intentionally
      omitted;




**10.6.8.6**  The
      NJSEA, MDLP and the Office/Hotel Component Owner shall enter into such
      agreements as shall be necessary to:




(a)  Intentionally
      omitted;




(b)  Intentionally
      omitted;




(c)  Result
      in
      MDLP and such Component being released from all responsibilities, duties and
      obligations related to the Office/Hotel Component under the Redevelopment
      Agreement, the Ground Lease and all related agreements including all
      Infrastructure Improvements and Traffic and Infrastructure Improvements
      associated with the Office/Hotel Component and the Office/Hotel Component,
      or
      phase thereof, is released from all responsibilities, duties and obligations
      related to the Entertainment/Retail Component Ground Lease and all related
      agreements including all Infrastructure Improvements and Traffic and
      Infrastructure Improvements associated with the Entertainment/Retail
      Component;




(d)  Result
      in
      agreements between MDLP and the Office/Hotel Component Owner allocating and
      assigning the entire obligation respecting the Office/Hotel Component due under
      the NJSEA Profit Participation to the owner(s) of the Office/Hotel Component,
      as
      the case may be;




(e)  Obtain
      such consents and approvals from the NJSEA and other third parties as shall
      be
      required to effectuate such issuance and other matters required under this
      Section 10.6.8 (including estoppel certificates);




(f)  Create
      such mutual reciprocal easements and covenants to permit the Office Component
      and Hotel Component to operate within the Project as contemplated in the
      Conceptual Site Plan if not already created; and




49






(g)  Execute
      an agreement providing for indemnification from the Office/Hotel Component
      Owner
      and the Entertainment/Retail Component, as the case may be, respecting any
      matters for which a release or a consent or a separate, several allocation
      of
      obligations was not obtained as provided above and respecting a failure of
      the
      Office/Hotel Component (or phase or sub-Component thereof) or the
      Entertainment/Retail Component to comply with its payment obligations as
      provided above; and




(h)  Execute
      the Office/Hotel Component LP Agreement, requiring, among other things, the
      capital contributions by the MC Partners, as more particularly described
      herein.




**10.7**  **Failure
      of the MC Partners to Make Election** .
      If the
      MC Partners fail to provide an Office/Hotel Development Election Notice on
      or
      before the Office/Hotel Election Notice Date, then (i) the MC Partners shall
      be
      deemed to have irrevocably waived all rights under Section 10.2.1 including
      all
      rights to be the managing general partner of the MC Component Entity or MC
      Component Entities that develop Phase III and Phase IV, and (ii) thereafter,
      MDLP shall have the sole discretion (consistent with the Redevelopment
      Agreement) to determine whether any MC Component Entity should retain and
      develop all or any sub-Component of the Office Component or the Hotel Component
      or sell the Office Component or Hotel Component to a third party (which may
      be a
      Joint Venture (hereinafter defined)) and/or seek other development partners.
      If
      MDLP elects to retain and develop all or any sub-Component as aforesaid, the
      applicable property may be developed by an entity owned by MDLP, JV GP and/or
      one of their Affiliates (or MDLP and the MC Partners if the MC Partners make
      a
      Partnership Election as defined and described in Section 10.7.3 below) or by
      a
      partnership, or other joint venture entity between a third party and MDLP,
      JV GP
      and/or one of their Affiliates (or MDLP and the MC Partners if the MC Partners
      and/or one of their Affiliates elect to be a partner as provided in Section
      10.7.3 below) (a “ **Joint
      Venture** ”)
      to
      develop all or a portion of the Hotel Component, the Office Component or any
      sub-Component thereof, or any combination of the foregoing. If the MC Partners
      do not make a Partnership Election pursuant to Section 10.7.3, then Special
      General Partner’s non-economic partnership interest in the applicable MC
      Component Entity shall automatically terminate, and Special General Partner
      shall no longer be a general partner of such MC Component Entity.




**10.7.1**  **Sale
      of Hotel Component or Office Component** .
      If MDLP
      shall elect to sell all or any sub-Component, as applicable, of the Office
      Component or the Hotel Component, then MDLP shall have the right to determine
      the terms and conditions upon which such purchase and sale transaction shall
      be
      consummated subject to Section 10.7.2.




50






**10.7.2**  **Purchase
      Price Floor** .
      The
      purchase price (in the case of a sale) or the deemed value of the particular
      portion of the Office/Hotel Land (in the case of the Joint Venture) conveyed
      by
      any MC Component in accordance with this Section 10.7 must be equal to or exceed
      ninety-five percent (95%) of the Office/Hotel Value of the particular Component,
      phase or sub-Component thereof, as applicable. If the purchase price is less
      than ninety-five percent (95%) of the applicable Office/Hotel Value, then MDLP
      shall provide written notice (a “ **Reoffer
      Notice** ”)
      to the
      MC Partners. The MC Partners shall have the right, to be exercised by written
      notice (a “ **Reoffer
      Acceptance Notice** ”)
      to
      MDLP not later than thirty (30) days after the MC Partners’ receipt of the
      Reoffer Notice, to Take Down the Office/Hotel Component utilizing an
      Office/Hotel Value equal to the purchase price set forth in the Reoffer Notice.
      If the MC Partners provide a Reoffer Acceptance Notice, then (i) the Applicable
      Component, phase or sub-Component thereof shall be Taken Down within ten (10)
      days of MDLP’s receipt of the Reoffer Acceptance Notice, and (ii) the
      Office/Hotel Value to be used in connection with such issuance for purposes
      of
      determining the initial capital of MDLP and the MC Partners in accordance with
      Section 10.6.7 shall be the purchase price set forth in the Reoffer Notice
      and
      all other provisions of this Section 10 applicable to a Take Down by the MC
      Partners shall apply. If a Reoffer Acceptance is not provided within such thirty
      (30) day period, MDLP may proceed with the transaction as set forth within
      the
      Reoffer Notice.




**10.7.3**  **Formation
      of Joint Venture to Develop Office/Hotel Component** .
      If MDLP
      shall elect to develop all or any portion of the Office/Hotel Land as provided
      in this Section 10.7, then the MC Partners shall have thirty (30) days after
      receipt of written notice from MDLP of such election to either participate
      in
      such development with MDLP (a “ **Partnership
      Election** ”)
      or not
      to participate in such development (an “ **Opt
      Out Election** ”).
      A
      failure of the MC Partners to provide a Partnership Election prior to the
      expiration of such thirty (30) day period shall be deemed to be an Opt Out
      Election.




**10.7.3.1**  If
      the MC
      Partners make or are deemed to have made an Opt Out Election, then MDLP shall
      be
      permitted to proceed with the development of the applicable portion of the
      Office/Hotel Land as hereinabove contemplated, subject to the provisions of
      the
      Redevelopment Agreement, Component Lease or Component Agreements, as the case
      may be.








51


**10.7.3.2**If
      the MC
      Partners shall make a Partnership Election, then MDLP and the MC Partners shall
      execute a limited partnership agreement substantially in the form of the
      Original Agreement to govern the applicable Office/Hotel Component Owner, except
      that (1) the MC Partners shall be obligated to fund twenty-five percent (25%)
      of
      allRequired Equity of such limited partnership (the “ **New
      LP** ”)
      and
      shall have a twenty-five percent (25%) Partnership Interest, and MDLP shall
      be
      obligated to fund seventy-five (75%) percent of all Required Equity of New
      LP
      and shall have a seventy-five percent (75%) Partnership Interest, and (2) if
      MDLP has elected that a Joint Venture be formed, then the Office/Hotel Component
      Owner shall be such Joint Venture and the Required Equity set forth in subclause
      (1) hereof shall refer to the applicable percentages of the total Required
      Equity to be paid to such Joint Venture.




**10.8**  **Failure
      of the MC Partners to Commence Construction** . **** If,
      after
      the MC Partners have provided an Office/Hotel Development Election Notice
      prior to the Office/Hotel Election Notice Date, the Office/Hotel Component
      Owner
      fails to commence construction of the Applicable Component on or before the
      date
      set forth in Section 10.2, or if the MC Partners fail to provide a written
      notice to proceed respecting a Loan Commitment Notice within the period for
      provision of same pursuant to Section 10.3.1(b), then:




**10.8.1**  MDLP
      may
      elect, by written notice to the MC Partners, to become the managing general
      partner of the Office/Hotel Component Owner for any Office/Hotel Component
      not
      yet Taken Down by the MC Partners;




**10.8.2**  MDLP
      may
      elect, by written notice to the MC Partners, to become the managing general
      partner of the Office/Hotel Component Owner for the particular Office/Hotel
      Component; or




**10.8.3**  As
      to
      those portions of the Office/Hotel Land not yet Taken Down for which
      construction has not yet commenced, MDLP may elect either to continue to develop
      the Office/Hotel Land as set forth in the office or hotel Plans and
      Specifications (with the MC Partners continuing to have the obligations for
      contribution of capital as provided above), or to exercise the rights set forth
      in Section 10.7 and all subsections thereof respecting such undeveloped
      portions as if the MC Partners shall have failed to provide an Office/Hotel
      Development Election Notice respecting all Office/Hotel Components and
      sub-Components for which construction has not yet commenced except that the
      provisions of Section 10.7.2 shall not apply in such case.




**10.9**  **Failure
      of MDLP to Substantially Complete Infrastructure
      Improvements** .








52




**10.9.1**If
      the
      Traffic and Infrastructure Improvements described in Sections 3.2(a)(i) through
      (iv) of the Redevelopment Agreement have not been constructed by the earlier
      of
      (i) the date that is six (6) years after the Execution Date or (ii) the date
      that the MC Partners are required to exercise an Office/Hotel Development
      Option, then the MC Partners may provide written notice (an “**Infrastructure
      Improvement Notice**”)
      to
      MDLP of its failure to timelycomplete such Traffic and Infrastructure
      Improvements and the intent of the MC Partners to complete any such Traffic
      and
      Infrastructure Improvements. MDLP shall have twenty (20) days from the date
      of
      receipt of the Infrastructure Improvement Notice to establish in writing (an
      “ **Infrastructure
      Improvement Reply Notice** ”)
      to the
      satisfaction of the MC Partners, in their sole discretion, that the Traffic
      and
      Infrastructure Improvements described in Sections 3.2(a)(i) through (iv) of
      the
      Redevelopment Agreement will be completed within six (6) months of the date
      of
      the Infrastructure Improvement Notice. If MDLP (i) fails to deliver an
      Infrastructure Improvement Reply Notice within such twenty (20) day period
      or
      (ii) fails to establish to the satisfaction of the MC Partners as provided
      in
      this Section 10.9.1 that such Traffic and Infrastructure Improvements will
      be
      completed within six (6) months of the date of the Infrastructure Improvement
      Notice, then the MC Partners shall have the exclusive right to complete Traffic
      and Infrastructure Improvements described in Sections 3.2(a)(i), which are
      necessary for the applicable Office/Hotel Component or the Project by advancing
      their own funds through an Office/Hotel Component Owner. The MC Partners shall
      commence construction of such Traffic and Infrastructure Improvements as soon
      as
      reasonably practicable thereafter, but, in no event shall commencement of such
      Traffic and Infrastructure Improvements begin more than twelve (12) months
      after
      the date of the Infrastructure Improvement Notice. MDLP and its Affiliates
      shall
      cooperate with the MC Partners in connection with the commencement and
      completion of the Traffic and Infrastructure Improvements by the MC Partners,
      including, without limitation, delivering plans and specifications, if any,
      in
      its possession relating to such Traffic and Infrastructure Improvements, and
      the
      MC Partners and/or Special General Partner shall have the right to act on behalf
      of MDLP or its Affiliates pursuant to and in accordance with Section 6. Any
      funds advanced by the MC Partners pursuant to this Section 10.9 shall first
      be
      applied to reduce the Unreturned MDLP Capital Contributions Account in the
      applicable Office/Hotel Component Owner until such account is reduced to zero
      and, thereafter, the MC Partners' shall receive capital account credit for
      any
      additional funds advanced hereunder (an “ **MC
      Partners’ Account Credit** ”).
      For
      the avoidance of doubt, the MC Partners shall not receive MC Partners’ Account
      Credit until the Unreturned MDLP Capital Contributions Account is reduced to
      zero.




**10.9.2**  In
      the
      event that the MC Partners advance funds to an Office/Hotel Component Owner
      pursuant to Section 10.9.1, MDLP shall thereafter be obligated to contribute
      all
      Required Equity (provided, that the Capital Ratio of the Unreturned MC General
      Partner Capital Contributions Account to the Unreturned MDLP Capital
      Contributions Account is greater than 75:25 (e.g., a Capital Ratio of 95:5)),
      until such time as the Capital Ratio of the Unreturned MC General Partner
      Capital Contributions Account to the Unreturned MDLP Capital Contributions
      Account is 75:25, respectively.








53


**10.9.3**In
      the
      event that the MC Partners advance funds to an Office/Hotel Component Owner
      pursuant to Section 10.9.1, and if, as of theCapital Ratio Determination
      Date, after capital accounts are established pursuant to Section 10.6.7 and
      after taking into account all additional capital contributed by the MC Partners
      and MDLP as Required Equity pursuant to Section 10.6 the
      Capital Ratio of the Unreturned MC General Partner Capital Contributions Account
      to the Unreturned MDLP Capital Contributions Account is greater than 75:25
      (e.g., a Capital Ratio of 95:5) ,
      then
      the following shall occur:




(a)  MDLP
      shall contribute capital to the Office/Hotel Component Owner within thirty
      (30)
      days of the Capital Ratio Determination Date in an amount such that, after
      such
      contribution and the distribution described in this Section 10.9.3(a), the
      Capital Ratio shall be at least 85:15 but not more than 75:25 and, in such
      event, the Office/Hotel Component Owner shall make a distribution to the
      MC Partners as a return of the MC Partners’ capital in an amount
      equivalent to MDLP’s capital contributions;




(b)  If,
      after
      the contribution of capital as described in Section 10.9.3(a), the Capital
      Ratio is greater than 75:25 (but at least 85:15), then the MC Partners may
      elect
      that either the action described in Section 10.9.3(b)(i) occur or the action
      described in Section 10.9.3(b)(ii) occur;




(i)  the
      MC Partners’ Partnership Interest shall be increased, and MDLP’s
      Partnership Interest shall be decreased, so that their Partnership Interests
      are
      in proportion to the Capital Ratio, or




(ii)  the
      MC Partners’ Partnership Interest and MDLP’s Partnership Interest shall not
      be adjusted and all SGP Super-Priority Capital shall receive a preferred return
      equal to nine percent (9%) per annum, compounded quarterly, on, and a return
      of,
      such capital, prior to the return on or of any other capital under the
      Office/Hotel Component LP Agreement. In the alternative to receiving such a
      return on the SGP Super-Priority Capital, the MC Partners may elect that a
      portion of the MC Partners’ capital equal to the SGP Super-Priority Capital
      be converted into a loan in the amount of the SGP Super-Priority Capital, with
      interest thereon at nine percent (9%) per annum, compounded quarterly, which
      loan shall be repaid prior to any Partner Loans and any return of or on capital.
      As used herein the “ **SGP
      Super-Priority Capital** ”
shall
      mean the portion of the MC Partners’ capital that is in excess of the
      amount of capital necessary to result in the Capital Ratio being
      75:25;




54


(c)  Thereafter,
      the MC Partners and MDLP shall be obligated to contribute any additional
      Required Equity in the ratio of their respective Partnership Interests, as
      such
      Partnership Interests were adjusted as provided in Section
      10.9.3(b)(i);




(d)  Thereafter,
      each future Office/Hotel Component LP Agreement:




(i)  shall
      provide for the Partnership Interests of the MC Partners and MDLP to be
      75:25 as provided in Section 10.6.3; and




(ii)  shall
      provide that if, after the occurrence of the Capital Ratio Determination Date
      applicable to the Component or phases thereof, the ratio of MC Unreturned
      Capital Contributions Account to MDLP Unreturned Capital Contributions Account
      is greater than the ratio of the partner’s Partnership Interests, then MDLP
      shall be obligated to contribute capital to the Component Owner, and the
      adjustment of Partnership Interests or allocation of a portion of the
      MC Partners’ capital to Super-Priority Capital shall occur in a
      substantially similar manner as described in Section 10.9.3(b); and




(e)  After
      the
      Capital Ratio becomes 75:25 as aforesaid, then each of the MC Partners and
      MDLP shall be obligated to contribute Required Equity, pari passu, based on
      the
      ratio of their respective Partnership Interests.




**11.**  **No
      Contracts with Affiliates** . 
      Upon a Take Down of an Office/Hotel Component or the exercise of a ROFR, the
      limited partnership agreement of the applicable Office/Hotel Component Owner
      or
      of the ROFR Component Entity shall provide that such Office/Hotel Component
      Owner and its partners or such ROFR Component Entity and its partners shall
      not
      enter into any agreement or other arrangement for the furnishing to or by such
      Office/Hotel Component Owner or such ROFR Component Entity of goods or services
      or leases, subleases, licenses, concessions or other agreements with any Person
      who is an Affiliate of the Partners of such Office/Hotel Component Owner or
      such
      ROFR Component Entity unless goods or services are provided to such Office/Hotel
      Component Owner or such Component Entity or such lease or other payments are
      at
      market rates of compensation and the terms and conditions thereof are approved
      by then managing general partner of such Office/Hotel Component Owner or such
      ROFR Component Entity.




55


**12. Use
      of the
      Marks**. In
      connection with the Restructuring, MDLP, certain of the Component Entities
      and
      other signatories thereto entered into the License Agreement to provide for
      the
      use of the Marks, without a fee, by each of the signatories to the License
      Agreement. As soon as practicable after the formation of each ROFR Component
      Entity, MDLP shall enter into a license agreement on substantially the same
      terms as the License Agreement.




**12.1**  **No
      Use of Related Mark** .
      Neither
      the MC Partners, their Affiliates nor any owner or user of the Project
      shall be permitted to use the word “Xanadu” in any manner except as provided in
      the License Agreement.




**12.2**  **Use
      of MC Partners’ Name** .
      The
      MC Partners and their Affiliates shall in their sole discretion determine
      whether to permit the use of their names in connection with the Project or
      MDLP.
      The JV GP and its Affiliates acknowledge and agree that the name of the MC
      Partners and any of their Affiliates may not be used by the JV GP, any of its
      Affiliates or MDLP in connection with the Project or MDLP without the prior
      written consent of the MC Partners; provided, that GP LLC and each of the
      Component Entities shall be permitted to use the word “Mack-Cali” in their name.
      Notwithstanding the foregoing, certain Affiliates of Kan Am US, Inc. and Colony
      Investors VII, L.P. may use the names of the MC Partners or their Affiliates
      in
      connection with offering materials related to project reports to Kan Am US,
      Inc.
      investors and to Colony investors and certain other communications. The MC
      Partners agrees to such use, subject to the MC Partners being offered a
      reasonable opportunity to approve the proposed uses.






56




**13.**  **MC
      Partners’ Consent Rights** . 
      MDLP, the JV GP and GP LLC shall not take the following decisions (each a
“ **Major
      Decision** ”)
      without the prior written approvals as specified below. In the event of a
      failure to agree on a matter set forth in this Section 13, the matter shall
      be
      submitted to mediation and/or arbitration in accordance with Section 15 of
      this
      Agreement. Immediately following the exercise by MDLP of a ROFR, pursuant to,
      and in accordance with, Section 6 hereof, each of the following Major Decisions
      shall apply to the applicable ROFR Component Entity, with equal force and
      effect, as if such ROFR Component Entity were, itself, an MC Component Entity.




**13.1**  The
      following decisions or acts with respect to, or on the part of, MDLP, the JV
      GP
      or GP LLC shall require the prior written Approval of the Parties, which
      Approval may not be unreasonably withheld, delayed or conditioned by a party.
      If
      MDLP, the JV GP or GP LLC (directly or through its authorized representative
      in
      accordance with Section 8.1.1) shall request that the MC Partners provide such
      written approval, the MC Partners (directly or through its authorized
      representatives in accordance with Section 8.1.1) shall have ten (10) Business
      Days after receipt of a written request from the JV GP or MDLP to grant or
      deny
      such approval provided that the MC Partners shall have received information
      as
      reasonably required to render such decision. A failure of the MC Partners to
      provide such written approval or denial within such ten (10) business day period
      shall be deemed to mean that the MC Partners shall have granted such written
      approval):




57






**13.1.1**  Any
      amendment to the Office/Hotel Component LP Agreement or, as applicable, any
      ROFR
      Component Entity Agreement or other organizational documents of any MC Component
      or, as applicable, ROFR Component;




**13.1.2**  Except
      for the transfers or issuances of partnership interests in connection with
      the
      Hotel Component, Office Component or, as applicable, a ROFR Component
      contemplated by and in accordance with this Agreement and/or the Redevelopment
      Agreement, any sale, transfer or disposition of any MC Component Entity or,
      as
      applicable, ROFR Component when formed;




**13.1.3**  Entering
      into, or undertaking of, any agreement, transaction or action relating to the
      Project that (a) is not within the scope of this Agreement or the Original
      Agreement (including the purposes set forth in Section 3.1 of the Original
      Agreement), or (b) is not contemplated by or within the scope of the Transaction
      Documents, or (c) is not related to the ownership, operation or management
      of
      any portion of the Project as contemplated by this Agreement and the Transaction
      Documents, in each case, if such action or undertaking would have an adverse
      effect on the Office/Hotel Component;




**13.1.4**  Adjusting,
      settling or compromising any claim, obligation, debt, demand, suit or judgment
      against or on behalf of MDLP, any Component Entity or, as applicable, any ROFR
      Component Entity, but only if and to the extent such adjustment, settlement
      or
      compromise would have an adverse effect on the Office/Hotel Component or, as
      applicable, a ROFR Component;




**13.1.5**  Establishing
      or adjusting the gross asset value for any contributed or distributed asset
      (other than cash) to or from the MC Component Entities or, as applicable, the
      ROFR Component Entities other than the Office/Hotel Land when formed, except
      as
      provided herein;




**13.1.6**  Entering
      into any amendment to, or modification of, the Redevelopment Agreement, the
      Project Operating Agreement, the Construction Management Agreement, the
      Declaration, the Project Labor Agreement, the Ground Leases, the Right of Entry
      Agreement, the Access and Indemnity Agreement, the Master Plan, and any other
      agreement to be entered into with the NJSEA (any of which, an “ **Authority
      Agreement** ”
and,
      together, the “ **Authority
      Agreements** ”)
      which
      is inconsistent with any of the foregoing enumerated instruments but only if
      and
      to the extent adversely affecting the Office/Hotel Component;




**13.1.7**  Entering
      into any agreement with the Giants or The New York Football Jets that adversely
      affects the Office/Hotel Component;




58


**13.1.8**  Any
      transfer, assignment or pledge of the Right of First Refusal pursuant to the
      Redevelopment Agreement;




**13.1.9**  Any
      voluntary action or decision which, if undertaken or made, would violate Section
      7 hereof;




**13.1.10**  Preparation
      or identification of (and any amendment, modification or revision to), for
      submission to the NJSEA, the Final Project Sequencing Plan, Final Traffic and
      Infrastructure Sequencing Plan, the Preliminary Traffic and Infrastructure
      Improvements (including preparation of the estimated budget to permit, design
      and construct the Final Traffic and Infrastructure Improvements), marketing
      and
      publicity program referred to in Section 3.4(b) of the Redevelopment Agreement
      (regarding encouraging the use of the rail system by Project visitors), the
      written plan for the Job Skills Training referred to in Section 3.6(a) of the
      Redevelopment Agreement, the Small Business Marketing Plan referred to in
      Section 3.6(b) of the Redevelopment Agreement, or any other report, document
      or
      schedule pursuant to any Authority Agreement or the Cooperation Agreement but
      only if and to the extent that any of the foregoing actions or documents are
      inconsistent with the Authority Agreements or the Cooperation Agreement or
      adversely affect the Office/Hotel Component;




**13.1.12**  Designation
      or selection of the Stakeholders Liaison;




**13.1.13**  Enforcement
      or written waiver of any claim or determination related to the assertion of
      an
      Authority Interference which Authority Interference has an adverse impact on
      the
      Office/Hotel Component and which assertion occurs prior to four (4) years after
      the Grand Opening Date;




**13.1.14**  Making
      any distribution or payment by any MC Component or, as applicable, any ROFR
      Component to any Person (including any party hereto or any Affiliate of any
      party hereto) that is not expressly contemplated by the Office/Hotel Component
      LP Agreement or, as applicable, any ROFR Component Entity
      Agreement;




**13.1.15**  Causing
      or permitting MDLP, any MC Component or, as applicable any ROFR Component to
      be
      in Bankruptcy;




**13.1.16**  Causing
      MDLP or any Component Entity to incur or obtain bond debt or other public
      financing vehicle(s) other than bond debt or other public financing vehicle(s)
      that is not secured by a mortgage, deed of trust or other security instrument
      encumbering the Office/Hotel Land intended to fund land infrastructure costs
      and
      expenses including, without limitation, onsite and offsite Traffic and
      Infrastructure Improvements, parking facilities, as well as a debt service
      reserve fund for such loan, capitalized interest and other issuance costs
      related to the loan, as described in the Authority Agreements, and having
      commercially reasonable terms and conditions at least as favorable as
      follows:




59




a.
              Loan
                  Term:
              not
                  less than 10 years;b.
              Amortization
                  Period:
              not
                  less than 20 years;c.
              Interest
                  Rate:
              fixed
                  rate of not greater than 8.5% per annum or variable rate of LIBOR
                  plus 300
                  basis points;d.
              Maximum
                  Net Proceeds:
              $160,000,000;e.
              Office/Hotel
                Component shall only be responsible on a nonrecourse basis for its
                proportionate share of the proceeds and such obligations are several;
                andf.
              No
                  guaranty by the MC Partners or their Affiliates and no substitute
                  or
                  additional collateral (for example, a letter of credit) to be provided
                  by
                  the MC Partners or their Affiliates.








**13.1.17**  The
      granting of any mortgage, deed of trust or other security instrument encumbering
      the Office/Hotel Land other than to secure a loan from a third party that
      provides for the release of the Office/Hotel Land from the lien of the mortgage,
      deed of trust or other security instrument in connection with the Take Down
      of
      the Office/Hotel Component as contemplated in Section 10 of this Agreement
      provided that such release does not require any additional payment of principal
      and interest or any payments, including fees or points, other than reimbursement
      of reasonable legal fees to effectuate the same.








60




**13.1.18**  Obtaining
      the Approval of the Parties as required by the following provisions of this
      Agreement:




(i)
              Definition
                  of “Consumer Price Index”;(ii)
              Section
                  6.1.2;(iii)
              Section
                  6.1.2.1;(iv)
              Section
                  6.1.3;(v)
              Section
                  6.1.4(vi)
              Section
                  6.1.4.1;(vii)
              Section
                  13.1; and(viii)
              Section
                  13.2.










**13.2**  The
      following decisions and acts with respect to, or on the part of, MDLP, any
      MC
      Component or, as applicable, any ROFR Component shall require the prior written
      Approval of the Parties, which approval may be granted or withheld in the JV
      GP
      or the MC Partners’ sole and absolute discretion. If the JV GP (directly or
      through its authorized representative in accordance with Section 8.1.1) shall
      request that the MC Partners provide such written approval, the MC Partners
      (directly or through its authorized
      representatives in accordance with Section 8.1.1) shall have ten (10) Business
      Days after receipt of a written request from the JV GP to grant or deny such
      approval provided that the MC Partners shall have received information as
      reasonably required to render such decision. A failure of the MC Partners to
      provide such written approval or denial within such ten (10) Business Day period
      shall be deemed to mean that the MC Partners shall have granted such written
      approval):




**13.2.1**  The
      undertaking of any of the following acts if and to the extent inconsistent
      with
      this Agreement, MDLP’s, any MC Component Entity’s or, as applicable, any ROFR
      Component Entity’s organizational documents or any of the Authority Agreements
      that would: (a) cause any MC Component Entity’s or, as applicable, any ROFR
      Component Entity’s dissolution or termination other than contemporaneous with or
      subsequent to the sale or other disposition of all or substantially all of
      any
      MC Component Entity’s or, as applicable, any ROFR Component Entity’s assets, or
      (b) cause any MC Component Entity or, as applicable, any ROFR Component Entity
      to become an entity other than a “limited partnership” organized under the
      Delaware LP Act (including, without limitation, under any conversion
      statute);








61




**13.2.2**  Possessing
      any MDLP, MC Component Entity or, as applicable, any ROFR Component Entity
      property, or assigning any rights in specific property for other than an entity
      purpose;




**13.2.3**  Except
      as
      otherwise permitted by any MC Component LP Agreement or, as applicable, ROFR
      Component Entity Agreement, admitting or permitting or causing any MC Component
      or, as applicable, any ROFR Component Entity to admit new or substitute
      partners, causing any MC Component or, as applicable, any ROFR Component Entity
      to redeem or repurchase all or any of a partner’s interest, agreeing to issue,
      directly or indirectly, any interests in any MC Component or, as applicable,
      any
      ROFR Component Entity, or granting, issuing or agreeing to grant or issue,
      directly or indirectly, any right, option or warrant to subscribe for, purchase,
      or otherwise acquire Partnership Interests in any MC Component or, as
      applicable, any ROFR Component Entity;




**13.2.4**  Changing
      the name of any MC Component Entity or, as applicable, any ROFR Component Entity
      or the name under which any such entity does business from the name(s) set
      forth
      in such entity’s organizational documents;




**13.2.5**  Authorizing
      or effectuating a merger or consolidation of any of the MC Component Entities
      with or into one or more other entities;




**13.2.6**  Authorizing
      or effectuating a dissolution, liquidation, termination or winding up of any
      MC
      Component Entity or, as applicable, any ROFR Component Entity other than
      contemporaneous with or subsequent to a sale or other disposition of all or
      substantially all of any such entity’s assets;




62


**13.2.7**  Making
      the election (or otherwise doing anything else) which would result in any MC
      Component Entity or, as applicable, any ROFR Component Entity being treated
      as
      anything other than a “partnership” for federal, state, local and, as
      applicable, foreign tax purposes;




**13.2.8**  Taking
      any affirmative action not contemplated in this Agreement with the intent that
      the MC Partners shall have personal liability for any of the expenses, debts,
      obligations, liabilities, contracts, judgments or other obligations of MDLP,
      any
      Component Entity or, as applicable, any ROFR Component Entity; and




**13.2.9**  Development
      or construction of any office or hotel within Meadowlands Xanadu.




**13.3**  The
      form
      of Office/Hotel Component LP Agreement or, as applicable, any ROFR Component
      Entity Agreement to be executed as contemplated in Section 10 of this Agreement
      will have separate Major Decisions, which shall include the following and will
      conform the MC Partners’ consent rights set forth in Sections 13.1 and 13.2 so
      as to apply to the Office/Hotel Component or, as applicable, any ROFR
      Component:




**13.3.1**  Approval
      of the operator of the Hotel Component;




**13.3.2**  Approval
      of the management agreement or operating lease with the operator respecting
      the
      operation of the Hotel Component; and




**13.3.3**  Adjusting,
      settling or compromising any claim, obligation, debt, demand, suit or judgment
      against or on behalf of the Office/Hotel Component Owner or, as applicable,
      any
      ROFR Component Entity in any one Fiscal Year in excess of the greater of (a)
      $1,000,000 in the aggregate, or (b) five percent (5%) of stabilized net
      operating income of the Office/Hotel Component or, as applicable, ROFR Component
      (with such stabilized net operating income being defined to mean the net
      operating income for the third full Fiscal Year after Completion shall have
      occurred with respect to the entire Office/Hotel Component or, as applicable,
      ROFR Component).




**14.**  **Allocation
      of Administrative Fee Payable to AMX Project Operator Under the AMX Site
      Declaration** **.** Pursuant to Section 2.4.8(x) of the AMX Site Declaration an administrative
      fee in the amount of ten percent (10%) of the total of certain items within
      an
      applicable AMX CAM Budget (as defined in the AMX Site Declaration) shall be
      payable to the “ **AMX Project
      Operator** ”
(as
      defined in the AMX Site Declaration). The JV GP and the MC Partners acknowledge
      and agree that ERC LP shall act as the AMX Project Operator under the AMX Site
      Declaration and that the JV GP shall be permitted, on behalf of the ERC LP,
      to
      delegate or assign all or a portion of the obligations (and rights) of the
      AMX
      Project Operator to the Meadowlands Management, LLC or another
      Affiliate.




**15.      
      Mediation and Arbitration**.


**15.1** Unless
      otherwise expressly provided herein (including as provided in Section 6.1.2),
      it
      is understood and agreed by MDLP and the MC Partners that, in the event any
      dispute, disagreement, claim or controversy arises between MDLP and the MC
      Partners or any of the other parties hereto, arising under or related to this
      Agreement or relating to any approvals or agreements required to be given or
      made by the parties hereto under this Agreement, including a dispute,
      disagreement, claim or controversy in connection with a Major Decision (the
      “ **Disputes** ”),
      then,
      at the request of either MDLP or the MC Partners, the disputing parties shall
      resolve the Dispute promptly through confidential mediation with a mediator
      jointly selected by MDLP and the MC Partners. If MDLP and the MC Partners are
      unable to agree on the mediator within two (2) days after written notice from
      one disputing party to the other demanding mediation, MDLP and the MC Partners
      shall each select one (1) mediator and those two (2) mediators shall jointly
      select a third mediator as soon as practicable and such third mediator shall
      act
      as mediator hereunder. All mediators selected shall be licensed attorneys
      experienced in complex real estate and partnership transactions and the tax
      consequences thereof. Each party shall bear its own fees and expenses
      attributable to the mediation, provided , however ,
      that
      the costs, fees and expenses attributable to the independent mediator shall
      be
      borne equally (50/50) between MDLP and the MC Partners.








63






**15.2** In
      the
      event that MDLP and the MC Partners are unable to settle their Dispute through
      mediation within ten (10) Business Days after the mediator has been selected
      as
      provided above, any unresolved Dispute shall be submitted to binding arbitration
      in the State of New York, within five (5) Business Days from the date MDLP
      and
      the MC Partners were unable to settle their dispute through mediation, with
      each
      party to bear its own fees and expenses attributable thereto, before a panel
      of
      three (3) neutral arbitrators from the Large Complex Case Panel of the American
      Arbitration Association (the “ **Arbitrators** ”),
      said
      Arbitrators to be attorneys with at least ten (10) years experience in complex
      real estate and partnership transactions and the tax consequences thereof.
      The
      arbitration shall be conducted in accordance with the then-current commercial
      Arbitration Rules of the American Arbitration Association. The Arbitrators
      shall
      render their decision within ten (10) Business Days after the Dispute is
      submitted to the arbitration panel. In furtherance of the foregoing, it is
      understood and agreed that the decision rendered by the Arbitrators hereunder
      shall be binding and absolutely conclusive upon the parties hereto and may
      be
      enforced by entry of a judgment in any court having jurisdiction. The fees
      and
      expenses of Arbitrators shall be borne equally among the disputing parties.
      To
      the extent, if any, that the party or parties prevailing in any such arbitration
      proceedings are required to seek judicial confirmation or enforcement of the
      Arbitrators’ award, the non-prevailing party or parties shall be obligated to
      pay for such prevailing party’s or parties’ reasonable and actual fees, costs,
      expenses and disbursements. incurred in connection with such judicial
      confirmation and/or enforcement. Notwithstanding the foregoing, a party may
      seek
      a preliminary injunction or other preliminary judicial relief if in its judgment
      such action is necessary to avoid irreparable damage. Despite such action,
      the
      parties hereto will continue to participate in good faith in the procedures
      specified in this Section 15. All applicable statutes of limitation shall
      be tolled while the procedures specified in this Section 15 are pending.
      The parties hereto will take such action, if any, required to effectuate such
      tolling.




16. **Brownfields
      Remediation Agreement**. The JV GP and the MC Partners anticipate that on or about the First Amendment
      Effective Date, MDLP shall enter into that certain Agreement to Reimburse for
      Remediation Costs (as amended from time to time, the “ **Brownfields
      Agreement** ”)
      by and
      among MDLP, the NJSEA, the Chief Executive Office/Secretary of the New Jersey
      Commerce and Economic Growth Commission and the Treasurer of the State of New
      Jersey. MDLP and each Component Entity shall be entitled to reimbursement under
      the Brownfields Agreement for eligible remediation costs paid in connection
      with
      the development of the Applicable Component (such reimbursement to be paid
      to
      the applicable tenant or MDLP as to costs paid by the applicable tenant or
      MDLP). MDLP shall provide its reasonable cooperation to obtain such
      reimbursement pursuant to the Brownfields Agreement, provided that the
      applicable tenant submits necessary documentation as required by the Brownfields
      Agreement and reimburses MDLP for any reasonable costs and expenses that MDLP
      may incur in connection with providing such cooperation. In furtherance of
      the
      aforesaid, MDLP shall promptly execute such documents as shall be necessary
      in
      order that the eligible remediation costs shall be transferred and/or assigned
      to the Applicable Component tenant under the Brownfields Agreement.






64




**17.**  **WMB
      Annual Payment**. MDLP shall pay the WMB Annual Payment to the Conservation Trust for a maximum
      time period of seventy-five (75) years, as more particularly provided in the
      Conservancy Trust Agreement. Therefore, until no longer payable pursuant to
      the
      Conservancy Trust Agreement, the WMB Annual Payments shall be included
      automatically in the development budget and all subsequent budgets of the JV
      GP.




**18.**  **Cooperation;
      Savings Language** . After the Execution Date, each party hereto shall, from time to time, execute,
      acknowledge and deliver such further instruments, in recordable form, if
      necessary, and perform such additional acts, as any other party hereto may
      reasonably request in writing in order to effectuate the intent of this
      Agreement, within thirty (30) days of the request. It is the intent of the
      parties hereto that all the rights and benefits appurtenant to, associated
      with
      and/or otherwise in respect of the A-B Office Site, the C-D Office Site, the
      Hotel Site, the ERC Site and the Baseball Site (each for purposes hereof a
      “ **Component
      Site** ”),
      respectively, whether inchoate, existing or arising in the future, hereby are
      distributed and assigned to the Applicable Component Entity and its successors
      and assigns as Ground Tenant pursuant to the applicable Ground Lease. Nothing
      herein, however, shall be deemed or construed as requiring any party hereto
      to
      assist, consult with, coordinate with or otherwise cooperate with any other
      party hereto to the extent that such assistance, consultation, coordination
      or
      other cooperation would reasonably be expected to have a Material Adverse Effect
      (as defined in the AMX Site Declaration) on such party hereto or, in the case
      of
      a Component Entity hereunder, its Component Site.




**19.**  **Intentionally
      Omitted**.




**20.      
      Construction**. In
      this Agreement and all other attached Schedules or Exhibits to this Agreement,
      unless otherwise expressly indicated or required by the context:




(a) this
      “Agreement” or any other agreement or document shall be construed as a reference
      to this Agreement or, as the case may be, such other agreement or document
      as
      the same may have been, or may from time to time be, amended, varied, notated
      or
      supplemented;




(b) references
      in this Agreement to any Law shall be construed as a reference to such Law
      as
      re-enacted, redesigned, amended or extended from time to time prior to the
      date
      hereof and, unless otherwise specified, references herein or in this Agreement
      to any document or agreement shall be deemed to include references to such
      document or agreement as amended, varied, supplemented or replaced from time
      to
      time in accordance with such document’s or agreement’s terms;




(c) defined
      terms in the singular shall include the plural and vice versa, and the
      masculine, feminine or neuter gender shall include all genders;




(d) the
      words
“including” or “includes” shall be deemed to mean “including without limitation”
and “including but not limited to” (or “includes without limitation” and
“includes but is not limited to”) regardless of whether the words “without
      limitation” or “but not limited to” actually follow the term;






65






(e) the
      words
“hereof,” “herein” and “hereunder” and words of similar import when used in this
      Agreement or its Schedules and Exhibits shall refer to this Agreement and its
      Schedules and Exhibits as a whole and not to any particular provision hereof
      or
      thereof, as the case may be;




(f) any
      reference herein to a time of day means the time of day in New York, New York;
      and




(g) reference
      to “day” or “days” are to calendar days.




**21.**  **No
      Broker** **.** Each party hereto represents that it has not dealt with any agent, broker,
      investment banker, finder or other Person acting in a similar capacity in
      connection with the transactions contemplated hereby.




**22.**  **Survival** **.** This Agreement shall remain in full force and effect with respect to a
      particular MC Component Entity or ROFR Component Entity until such time as
      the
      Office/Hotel Development Option or ROFR with respect to such entity shall have
      expired; provided , however ,
      that
      this Agreement shall not terminate with respect to any MC Component Entity
      for
      which a Take Down has been exercised or a ROFR Component Entity for which a
      ROFR
      has been exercised.




**23.      
      No Sale** **.** Nothing contained in this paragraph or elsewhere in this Agreement or any
      related document is intended to cause any in-kind or other distributions to
      be
      treated as sales for value.




**24.**  **Governing
      Law** **.** Any controversy or claim arising out of or relating to this Agreement shall
      be
      governed by and construed in accordance with the Laws of the State of New York,
      and the parties hereto consent to (i) the jurisdiction of the courts of the
      State of New York and the U.S. District Court for the Southern District of
      New
      York and (ii) service of process and/or summons by certified mail, postage
      prepaid, return receipt requested, to such party at the address set forth for
      such party in Section 24 below.




**25.**  **Notices** **.** Any notice, consent, approval, or other communication which is provided for
      or
      required by this Agreement must be in writing and may be delivered in person
      to
      any party or may be sent by a facsimile transmission, telegram, expedited
      courier or registered or certified U.S. mail, with postage prepaid, return
      receipt requested. Any such notice or other written communications shall be
      deemed received by the party to whom it is sent (i) in the case of personal
      delivery, on the date of delivery to the party to whom such notice is addressed
      as evidenced by a written receipt signed on behalf of such party, (ii) in the
      case of facsimile transmission or telegram, the next Business Day after receipt
      of confirmation of such transmission, (iii) in the case of courier delivery,
      the
      date receipt is acknowledged or rejected by the party to whom such notice is
      addressed as evidenced by a written receipt signed on behalf of such party,
      and
      (iv) in the case of registered or certified mail, the date receipt is
      acknowledged or rejected on the return receipt for such notice. For purposes
      of
      notices, the addresses of the parties hereto shall be as follows, which
      addresses may be changed at any time by written notice given in accordance
      with
      this provision:






66






If
                  to MDLP, the JV GP, JV Holding, GP LLC or a Component
                  Entity:c/o
                  Colony Xanadu, LLC
                660
                  Madison Avenue, Suite 1600
                New
                  York, NY 10021
                Attn:
                  Richard Saltzman
                Telephone:
                  212-832-0500
                Facsimile
                  No.: 212-593-5433And:
              c/o
                  Colony Xanadu, LLC
                1999
                  Avenue of the Stars, Suite 1200
                Los
                  Angeles, CA 90067
                Attn:
                  Joy Mallory
                Telephone:
                  310-282-8820
                Facsimile
                  No.: 310-282-8808With
                  a copy to:
                (which
                  shall not constitute notice)White
                  & Case LLP
                1155
                  Avenue of the Americas
                New
                  York, NY 10036-2787
                Attn:
                  John Reiss, Esq.
                Attn:
                  Steve Teichman, Esq.
                Facsimile
                  No.: 212- 354-8113If
                  to the MC Partners, A-B Office LP, C-D Office LP or Hotel
                  LP:c/o
                  Mack-Cali Realty Corporation
                Mack-Cali
                  Realty Corporation
                P.O.
                  Box 7817
                Edison,
                  New Jersey 08818-7817
                Attn:Mitchell
                  E. Hersh, President and
                Chief
                  Executive Officer
                Facsimile
                  No.: 732-205-9040And:c/o
                  Mack-Cali Realty Corporation
                P.O.
                  Box 7817
                Edison,
                  NJ 08818-7817
                Attn:Roger
                  W. Thomas, Executive Vice President and General Counsel
                Facsimile
                  No.: 732-205-9015For
                  courier delivery to the
                above
                  notice parties:
              c/o
                  Mack-Cali Realty Corporation
                343
                  Thornall Street
                Edison,
                  NJ 08837-2206With
                  a copy to:
                (which
                  shall not constitute notice)Seyfarth
                  Shaw LLP
                1270
                  Avenue of the Americas
                25th
                  Floor
                New
                  York, New York 10020
                Attn:
                  John P. Napoli, Esq.
                Attn:
                  Stephen G. Epstein, Esq.
                Facsimile
                  No.: 212-218-5527












67




Failure
      of, or delay in delivery of any copy of a notice or other written communication
      shall not impair the effectiveness of such notice or written communication
      given
      to any party to this Agreement as specified herein.




**26.**  **Successors
      and Assigns** **.** Subject to the restrictions on transfer in the MC Component LP Agreements,
      this
      Agreement shall inure to the benefit of and be binding upon (i) the successors
      and assigns of the parties hereto and (ii) the successors and assigns of the
      parties to any Ground Lease.




**27.**  **Amendment;
      Waiver** **.** This Agreement may not be amended, altered, modified or terminated (whether,
      in
      each case, orally or in writing), unless by an agreement in writing signed
      by
      all of the parties hereto and no provision of this Agreement may be waived
      unless by an agreement in writing signed by the party against whom the waiver
      is
      sought.




**28.**  **Binding
      Effect** **.** This Agreement shall apply to, bind and benefit the personal representatives,
      heirs, successors and assigns of the respective parties. This Agreement shall
      not benefit or be enforceable by any Person who or which is not a party
      hereto.




**29.**  **No
      Joint Venture** **.** This Agreement is not intended to and shall not be deemed to create a
      partnership, joint venture or any other entity or other relationship whatsoever
      between or among any of the parties hereto other than contractual.




**30.**  **Inapplicable
      Provisions** **.** In
      case any provision of this Agreement shall be invalid, illegal or unenforceable,
      then such provision shall be severed from this Agreement and shall be
      inoperative, and the parties hereto promptly shall negotiate in good faith
      a
      lawful, valid and enforceable provision that is as similar to the invalid
      provision as may be possible and that preserves the original intentions and
      economic positions of the parties hereto as set forth herein to the maximum
      extent feasible, while the remaining provisions of this Agreement shall remain
      binding on the parties hereto. Without limiting the generality of the foregoing
      sentence, in the event a change in any applicable Law makes it unlawful for
      a
      party hereto to comply with any of its obligations hereunder, the parties hereto
      shall negotiate in good faith a modification to such obligation to the extent
      necessary to comply with such Law that is as similar in terms to the original
      obligation as may be possible while preserving the original intentions and
      economic positions of the parties hereto as set forth herein to the maximum
      extent feasible.






68






**31.**  **Representation
      by Counsel; Interpretation** **.** Each party hereto acknowledges and agrees that: (i) by entering into this
      Agreement and agreeing to be bound by the terms and conditions set forth herein,
      such party represents and warrants that such party has obtained independent
      legal counsel to review this Agreement and all legal documents executed by
      such
      party in connection herewith, or has knowingly waived such representation;
      (ii)
      such party and its counsel, as applicable, reviewed and negotiated the terms
      and
      provisions hereof and have contributed to its revision; (iii) the rule of
      construction to the effect that any ambiguities are resolved against the
      drafting party shall not be employed in the interpretation hereof; and (iv)
      the
      terms and provisions hereof shall be construed fairly as to all parties hereto
      and not in favor of or against any party, regardless of which party was
      generally responsible for the preparation hereof.




**32.**  **Headings** **.** The headings and captions of the various sections and/or paragraphs of this
      Agreement are for convenience of reference only and are not to be construed
      as
      defining or limiting, in any way, the scope or intent of the provisions
      hereof.




**33.**  **Memorandum
      for Recordation** **.**




(a)
      A
      memorandum of this Agreement (“ **Memorandum** ”)
      in the
      form annexed hereto as **Exhibit
      H** shall be
      recorded in the public records of the County of Bergen, State of New Jersey; provided , however ,
      in no
      event shall the Memorandum be recorded against the ERC Site. In the event that
      this Agreement is terminated pursuant to the terms hereof, the MC Partners
      covenant and agree to promptly take any and all actions reasonably necessary
      to
      cause the Memorandum to be removed from the public records of the County of
      Bergen, State of New Jersey, at their sole cost and expense. The preceding
      covenant shall be applicable whether or not the MC Partners have received a
      written request regarding the taking of any such action. Each of the MC Partners
      hereby designates MDLP and its managing general with full power of substitution,
      as each party’s true and lawful attorney to act, and in such party’s name, place
      and stead, to make, execute, sign and acknowledge all documents, instruments
      to
      accomplish the intention of this Section 33(a) at the sole cost and expense
      of
      the MC Partners as provided in the second sentence hereof.




(b)
      Neither the MC Partners nor their Affiliates shall record, or cause to be
      recorded, this Agreement, the Memorandum and/or any similar instruments against
      all or any portion of the Project Site or with any Governmental Authority,
      except to the extent expressly provided in Section 33(a).




**34.**  **Counterparts;
      Facsimile Signatures** **.** This Agreement may be executed in two or more counterparts, each of which shall
      be deemed to be an original and all of which taken together shall constitute
      one
      and the same instrument. Furthermore, this Agreement transmitted by facsimile
      or
      .pdf shall be treated in all manners and respects as an original document and
      any signature thereon shall be considered an original signature and shall have
      the same binding legal effect as the original document.




69






**35.**  **Delays
      or Omissions** **.** No delay or omission to exercise any right, power or remedy accruing to any
      party hereto, upon any breach, default or noncompliance by another party hereto
      under the this Agreement shall impair any such right, power or remedy, nor
      shall
      it be construed to be a waiver of any such breach, default or noncompliance,
      or
      any acquiescence therein, or of or in any similar breach, default or
      noncompliance thereafter occurring. Any waiver, permit, consent or approval
      of
      any kind or character on any party hereto’s part of any breach, default or
      noncompliance under this Agreement or any waiver on such party hereto’s part of
      any provisions or conditions of this Agreement must be in writing and shall
      be
      effective only to the extent specifically set forth in such
      writing.




**36.**  **Expenses** **.** Except as may otherwise be provided herein, all fees and expenses (including
      legal fees, fees and commissions owed to financial advisors and lending sources,
      and consulting and accounting fees) incurred by the parties hereto in connection
      with this Agreement and the transactions contemplated hereby shall be paid
      by
      the party hereto incurring such costs and expenses (including legal fees, fees
      and commissions owed to financial advisors and lending sources, and consulting
      and accounting fees).




**37.**  **Entire
      Agreement** **.** This Agreement, the Schedules and Exhibits hereto, and the Redemption Agreement
      and the MC Note and any other documents delivered pursuant hereto constitute
      the
      full and entire understanding and agreement between the parties hereto with
      regard to the subject matter hereof and thereof and supersede any and all prior
      and contemporaneous agreements or understandings concerning such matters,
      whether expressed or implied, written or oral, between the parties hereto with
      respect hereto and thereto. No party hereto shall be liable or bound to any
      other in any manner by any representations, warranties, covenants and agreements
      except as specifically set forth herein or in the Redemption Agreement, the
      MC
      Note, the MC Component Entity Agreements and the ROFR Component Entity
      Agreements.




**38.**  **Limitation
      on Liability** **.** No (a) direct or indirect holder of any equity interests or securities of any
      party hereto (whether such holder is a limited partner, member, stockholder
      or
      otherwise) other than any general partner, (b) Affiliate of any party hereto,
      or
      (c) director, officer, employee, representative or agent of any party hereto,
      any of such party hereto’s respective Affiliates or any such direct or indirect
      holder of any equity interests or securities of any such party hereto
      (collectively, the “ **party
      hereto Affiliates** ”)
      shall
      have any liability or obligation of any nature whatsoever in connection with
      or
      under this Agreement or the transactions contemplated hereby, in each case,
      other than as a result of fraud or as may otherwise be contemplated herein,
      and
      each party hereby waives and releases all claims against such party hereto
      Affiliates related to such for any such liability or obligation.




70






**39.**  **Specific
      Performance** **.** The parties hereto agree that the remedy at law for any breach of this Agreement
      may be inadequate, and that, as among the parties hereto, any party hereto
      by
      whom this Agreement is enforceable shall be entitled to specific performance
      in
      addition to any other appropriate relief or remedy. Such party hereto may,
      in
      its sole discretion, apply to a court of competent jurisdiction for specific
      performance or injunctive or such other relief as such court may deem just
      and
      proper in order to enforce this Agreement as among the parties hereto, or
      prevent any violation hereof, and, to the extent permitted by applicable Law,
      as
      among the parties hereto, each party hereto waives any objection to the
      imposition of such relief.







***[Remainder
      of page intentionally blank; signature page follows.]***














71


***[signature
      page attached to Mack-Cali Rights, Obligations and Option
      Agreement]***




**IN
      WITNESS WHEREOF** ,
      the
      parties hereto have caused this Agreement to be executed as of the date set
      forth above.






**MDLP:****MEADOWLANDS
                  DEVELOPER LIMITED**
                **PARTNERSHIP,
                  a Delaware limited partnership**By: 
                  Meadowlands Limited Partnership, its general
                partnerBy:  
                  Colony Xanadu, LLC, its managing
                general partnerBy:       /s/ John C.
                  BradyName:  John C. BradyTitle:










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      page continued on next page]***









***[signature
      page attached to Mack-Cali Rights, Obligations and Option
      Agreement]***








**THE
                JV GP:****MEADOWLANDS
                LIMITED PARTNERSHIP, a**
              **Delaware
                limited partnership**By:  
                Colony
                Xanadu, LLC, its managing general
              partnerBy:       /s/
                John C.
                BradyName:  John
                C. BradyTitle:














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      page continued on next page]***




2




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      page attached to Mack-Cali Rights, Obligations and Option
      Agreement]***








**JV
                HOLDING:****MEADOWLANDS
                DEVELOPER HOLDING**
              **CORP.,
                a Delaware corporation**By:       /s/
                John C.
                BradyName:  John
                C. BradyTitle:















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      page continued on next page]***




3




***[signature
      page attached to Mack-Cali Rights, Obligations and Option
      Agreement]***








**GP
                LLC:****MEADOWLANDS
                MACK-CALI GP, L.L.C., a**
              **Delaware
                limited liability company**By:  
                Meadowlands
                Developer Limited
              Partnership, its sole memberBy:   Meadowlands
                Limited
              Partnership,its
                general partnerBy:  Colony
                Xanadu, LLC, its
              managing general partnerBy:       /s/ John C.
                BradyName:  John C.
                BradyTitle:















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      page continued on next page]***









4


***[signature
      page attached to Mack-Cali Rights, Obligations and Option
      Agreement]***








**MACK-CALI
                SPECIAL:****MACK-CALI
                MEADOWLANDS SPECIAL L.L.C.,**
              **a
                New Jersey limited liability company**By: 
                Mack-Cali
                Realty, L.P., its sole memberBy:  
                Mack-Cali
                Realty Corporation,
              its general partnerBy:       /s/ Mitchell E.
                HershName:  Mitchell E.
                HershTitle:    President and Chief Executive
                Officer











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      page continued on next page]***









***[signature
      page attached to Mack-Cali Rights, Obligations and Option
      Agreement]***






**MC
                ENTERTAINMENT:****MACK-CALI
                MEADOWLANDS ENTERTAINMENT L.L.C., a New Jersey limited**
              **liability
                company**By:  Mack-Cali
                Realty, L.P., its sole memberBy:   Mack-Cali
                Realty Corporation,
              its general partnerBy:       /s/ Mitchell E.
                HershName:  Mitchell E.
                HershTitle:    President and Chief
                Executive Officer













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      page continued on next page]***




2




***[signature
      page attached to Mack-Cali Rights, Obligations and Option
      Agreement]***






**BASEBALL
                LP:****BASEBALL
                MEADOWLANDS MILLS/MACK-**
              **CALI****LIMITED
                PARTNERSHIP, a Delaware**
              **limited
                partnership**By:  
                Meadowlands
                Mack-Cali GP, L.L.C., its general
              partnerBy:  Meadowlands
                Developer Limited
              Partnership, its sole memberBy: 
                Meadowlands
                Limited
              Partnership,
                its general partnerBy:  Colony
                Xanadu, LLC, its
              managing generalpartnerBy:       /s/ John C.
                BradyName:  John C.
                BradyTitle:













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      page continued on next page]***




3




***[signature
      page attached to Mack-Cali Rights, Obligations and Option
      Agreement]***






**A-B
                OFFICE LP:****A-B
                OFFICE MEADOWLANDS MACK-CALI**
              **LIMITED
                PARTNERSHIP, a Delaware limited**
              **partnership**By:  
                Meadowlands
                Mack-Cali GP, L.L.C., its general
              partnerBy:  Meadowlands
                Developer Limited
              Partnership, its sole memberBy: 
                Meadowlands
                Limited
              Partnership,
                its general partnerBy:  Colony
                Xanadu, LLC, its
              managing generalpartnerBy:       /s/ John C.
                BradyName:  John C.
                BradyTitle:












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      page continued on next page]***




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***[signature
      page attached to Mack-Cali Rights, Obligations and Option
      Agreement]***






**C-D
                OFFICE LP:****C-D
                OFFICE MEADOWLANDS MACK-CALI**
              **LIMITED
                PARTNERSHIP, a Delaware limited**
              **partnership**By:  
                Meadowlands
                Mack-Cali GP, L.L.C., its general
              partnerBy:  Meadowlands
                Developer Limited
              Partnership, its sole memberBy: 
                Meadowlands
                Limited
              Partnership,
                its general partnerBy:  Colony
                Xanadu, LLC, its
              managing generalpartnerBy:       /s/ John C.
                BradyName:  John C.
                BradyTitle:














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      page continued on next page]***




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***[signature
      page attached to Mack-Cali Rights, Obligations and Option
      Agreement]***






**HOTEL
                LP:****HOTEL
                MEADOWLANDS MACK-CALI**
              **LIMITED
                PARTNERSHIP, a Delaware limited**
              **partnership**By:  
                Meadowlands
                Mack-Cali GP, L.L.C., its general
              partnerBy:  Meadowlands
                Developer Limited
              Partnership, its sole memberBy: 
                Meadowlands
                Limited
              Partnership,
                its general partnerBy:  Colony
                Xanadu, LLC, its
              managing generalpartnerBy:       /s/ John C.
                BradyName:  John C.
                BradyTitle:













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      page continued on next page]***




6




***[signature
      page attached to Mack-Cali Rights, Obligations and Option
      Agreement]***




**ERC
                LP:****ERC
                MEADOWLANDS MILLS/MACK-CALI**
              **LIMITED
                PARTNERSHIP, a Delaware limited**
              **partnership**By:  
                Meadowlands
                Mack-Cali GP, L.L.C., its general
              partnerBy:  Meadowlands
                Developer Limited
              Partnership, its sole memberBy: 
                Meadowlands
                Limited
              Partnership,
                its general partnerBy:  Colony
                Xanadu, LLC, its
              managing generalpartnerBy:       /s/ John C.
                BradyName:  John C.
                BradyTitle:












7


**EXHIBIT
      B**




**PREPAID
      RENT ALLOCATION**




**Ground
                Lease**
            **Allocation
                of Development Rights Fee**
              **to
                Prepaid Rent under Ground
                Lease**ERC
                Ground Lease
            $101,200,000Baseball
                Ground Lease
            $7,600,000Hotel
                Ground Lease
            $8,480,000A-B
                Ground Lease
            $21,360,000C-D
                Ground Lease
            $21,360,000


8


**EXHIBIT
      D**





**EXISTING
      LITIGATION**





The
      following are cases that are consolidated for resolution in the Appellate
      Division of the Superior Court of New Jersey:




1.
            Hartz
                Mountain Industries v. N.J. Sports and Exposition Authority, The
                Mills
                Corporation, and Mack-Cali Realty Corporation,
                Docket No. A-5255-02T3.




2.
            In
                the Matter of the Protest of Hartz Mountain Industries, Inc. and
                Expo
                Park, to the Proposal and Award of Development Rights for the Continental
                Airlines Arena Site at the Meadowlands Complex,
                Docket No. A-1169-03T3.




3.
            In
                Re Protest of Westfield America, Inc. to the New Jersey Sports &
                Exposition Authority’s Resolution - 2003 26 Adopting the Hearing Officer’s
                Report and Recommendation,
                Docket No. A-1243-03T5.




4.
            Elliot
                Braha v. N.J. Sports & Exposition Authority, The Mills Corporation,
                and Mack-Cali Realty Corporation,
                Docket No. A-0708-03T3.




5.
            Elliot
                Braha, Richard Delauro, George Perry and Carol Coronato v. N.J. Sports
                & Exposition Authority, The Mills Corporation, and Mack-Cali
                Corporation,
                Docket No. A-1218-03T3.




9


**EXHIBIT
      E**





**PARTY
      REPRESENTATIVES**











**MC
      PARTNERS**





**MC
      Representative:**     Mitchell
      E. Hersh





**Alternate
      MC
      Representatives:** Barry
      Lefkowitz;


Roger
      W.
      Thomas; or


Michael
      A. Grossman














**MDLP**





**MDLP
      Representative:**





**Alternate
      MDLP Representatives:**





10


**EXHIBIT
      F**





**Office/Hotel
      Venture**




**Timetable
      for Assumption of Allocated**




**Ground
      Rent, Pilot and Bond Debt Service Payments**




Date
            Component
            Percentage
                of Allocated
                PaymentsThe
                earlier of the Grand Opening Date or six (6) years from the Development
                Rights Fee Funding Date
            1
                Office
            6.675%1
                Office & Hotel
            11.975%1
                Office
            6.675%1
                Office
            6.675%32.000%


11


**EXHIBIT
      G**





**OFFICE
      AND HOTEL MANAGEMENT FEES**




Fees
      relating to the Office Component consistent with fees payable in the New York
      City metropolitan area.




Market-based
      asset management fees relating to the Hotel Component.




Development
      management fees for the Hotel Component consistent with fees payable in the
      New
      York City metropolitan area.










12