<PAGE>

                 AMENDMENT NO. 3 TO AND RESTATEMENT OF
                     REVOLVING CREDIT AGREEMENT

                               among

                      MACK-CALI REALTY, L.P.
                                and
                     THE CHASE MANHATTAN BANK,
                        FLEET NATIONAL BANK
                                and
                   OTHER LENDERS WHICH MAY BECOME
                     PARTIES TO THIS AGREEMENT

                                with

                      THE CHASE MANHATTAN BANK,
                       AS ADMINISTRATIVE AGENT,

                         FLEET NATIONAL BANK,
                        AS SYNDICATION AGENT,

                        BANK OF AMERICA, N.A.,
                        AS DOCUMENTATION AGENT

                         CHASE SECURITIES INC.
                 and FLEETBOSTON ROBERTSON STEPHENS INC.
                            AS ARRANGERS,

                            BANK ONE, NA,
                    FIRST UNION NATIONAL BANK, and
                    COMMERZBANK AKTIENGESELLSCHAFT
                       AS SENIOR MANAGING AGENTS

                     PNC BANK NATIONAL ASSOCIATION,
                            AS MANAGING AGENT

                                  and

                          SOCIETE GENERALE,
                          DRESDNER BANK AG,
                WELLS FARGO BANK, NATIONAL ASSOCIATION,
           BANK AUSTRIA CREDITANSTALT CORPORATE FINANCE, INC.,
                   BAYERISCHE HYPO-UND VEREINSBANK,
                             and SUMMIT BANK
                              AS CO-AGENTS

                         Dated as of June 22, 2000

<PAGE>

                             TABLE OF CONTENTS

<TABLE>
<CAPTION>

Section                                                                                                Page
-------                                                                                                ----
<S>         <C>                                                                                        <C>
Section 1.  DEFINITIONS AND RULES OF INTERPRETATION.....................................................  2

            Section 1.1.    Definitions.................................................................  2
            Section 1.2.    Rules of Interpretation..................................................... 27

Section 2.  THE REVOLVING CREDIT FACILITY............................................................... 28

            Section 2.1.    Commitment to Lend.......................................................... 28
            Section 2.2.    Increase of Total Commitment................................................ 29
            Section 2.3.    The Revolving Credit Notes.................................................. 30
            Section 2.4.    Interest on Revolving Credit Loans; Fees.................................... 31
            Section 2.5.    Requests for Revolving Credit Loans......................................... 32
            Section 2.6.    Conversion Options.......................................................... 34
            Section 2.7.    Funds for Revolving Credit Loans............................................ 35
            Section 2.8.    Repayment of the Revolving Credit Loans at Maturity......................... 37
            Section 2.9.    Optional Repayments of Revolving Credit Loans............................... 37
            Section 2.10.   Reduction of Total Commitment............................................... 37

Section 2A. COMPETITIVE BID LOANS....................................................................... 38

            Section 2A.1.   The Competitive Bid Option.................................................. 38
            Section 2A.2.   Competitive Bid Loan Accounts: Competitive Bid Notes........................ 38
            Section 2A.3.   Competitive Bid Quote Request; Invitation for Competitive Bid Quotes........ 39
            Section 2A.4.   Alternative Manner of Procedure............................................. 40
            Section 2A.5.   Submission and Contents of Competitive Bid Quotes........................... 41
            Section 2A.6.   Notice to Borrower.......................................................... 42
            Section 2A.7.   Acceptance and Notice by Borrower........................................... 42
            Section 2A.8.   Allocation by Administrative Agent.......................................... 43
            Section 2A.9.   Funding of Competitive Bid Loans............................................ 43
            Section 2A.10.  Funding Losses.............................................................. 44
            Section 2A.11.  Repayment of Competitive Bid Loans; Interest................................ 44
            Section 2A.12.  Optional Repayment of Competitive Bid Loans................................. 44

<PAGE>

Section 3.  LETTERS OF CREDIT........................................................................... 45

            Section 3.1.    Letter of Credit Commitments................................................ 45
            Section 3.2.    Reimbursement Obligation of the Borrower.................................... 46
            Section 3.3.    Letter of Credit Payments; Funding of a Loan................................ 47
            Section 3.4.    Obligations Absolute........................................................ 47
            Section 3.5.    Reliance by Issuer.......................................................... 48
            Section 3.6.    Letter of Credit Fee........................................................ 48
            Section 3.7.    Existing Letters of Credit.................................................. 49

Section 4.  CERTAIN GENERAL PROVISIONS.................................................................. 49

            Section 4.1.    Funds for Payments.......................................................... 49
            Section 4.2.    Computations................................................................ 50
            Section 4.3.    Inability to Determine LIBOR Rate........................................... 50
            Section 4.4.    Illegality.................................................................. 50
            Section 4.5.    Additional Costs, Etc....................................................... 51
            Section 4.6.    Capital Adequacy............................................................ 52
            Section 4.7.    Certificate................................................................. 53
            Section 4.8.    Indemnity................................................................... 53
            Section 4.9.    Interest on Overdue Amounts................................................. 54
            Section 4.10.   [Intentionally Omitted]..................................................... 54
            Section 4.11.   Reasonable Efforts to Mitigate.............................................. 54
            Section 4.12.   Replacement of Lenders...................................................... 54

Section 5.  GUARANTIES.................................................................................. 55

            Section 5.1.    Guaranties.................................................................. 55
            Section 5.2.    Subsidiary Guaranty Proceeds................................................ 55

Section 6.  REPRESENTATIONS AND WARRANTIES.............................................................. 57

            Section 6.1.    Authority; Etc.............................................................. 57
            Section 6.2.    Governmental Approvals...................................................... 60
            Section 6.3.    Title to Properties; Leases................................................. 60
            Section 6.4.    Financial Statements........................................................ 61
            Section 6.5.    Fiscal Year................................................................. 62
            Section 6.6.    Franchises, Patents, Copyrights, Etc........................................ 62
            Section 6.7.    Litigation.................................................................. 62
            Section 6.8.    No Materially Adverse Contracts, Etc........................................ 62
            Section 6.9.    Compliance With Other Instruments, Laws, Etc................................ 62
            Section 6.10.   Tax Status.................................................................. 63
            Section 6.11.   No Event of Default; No Materially Adverse Changes.......................... 63
            Section 6.12.   Investment Company Acts..................................................... 63


                                     (ii)
<PAGE>

            Section 6.13.   Absence of UCC Financing Statements, Etc.................................... 64
            Section 6.14.   Absence of Liens............................................................ 64
            Section 6.15.   Certain Transactions........................................................ 64
            Section 6.16.   Employee Benefit Plans...................................................... 64
            Section 6.17.   Regulations U and X......................................................... 66
            Section 6.18.   Environmental Compliance.................................................... 66
            Section 6.19.   Subsidiaries................................................................ 68
            Section 6.20.   Loan Documents.............................................................. 68
            Section 6.21.   REIT Status................................................................. 68
            Section 6.22.   Subsequent Guarantors....................................................... 68

Section 7.  AFFIRMATIVE COVENANTS OF THE BORROWER AND
            THE GUARANTORS.............................................................................. 68

            Section 7.1.    Punctual Payment............................................................ 69
            Section 7.2.    Maintenance of Office....................................................... 69
            Section 7.3.    Records and Accounts........................................................ 69
            Section 7.4.    Financial Statements, Certificates and Information.......................... 69
            Section 7.5.    Notices..................................................................... 72
            Section 7.6.    Existence of Borrower and Subsidiary Guarantors;
                            Maintenance of Properties................................................... 74
            Section 7.7.    Existence of MCRC; Maintenance of REIT Status of
                            MCRC; Maintenance of Properties............................................. 75
            Section 7.8.    Insurance................................................................... 76
            Section 7.9.    Taxes....................................................................... 76
            Section 7.10.   Inspection of Properties and Books.......................................... 76
            Section 7.11.   Compliance with Laws, Contracts, Licenses, and Permit....................... 77
            Section 7.12.   Use of Proceeds............................................................. 77
            Section 7.13.   Acquisition of Unencumbered Properties...................................... 77
            Section 7.14.   Additional Guarantors; Solvency of Guarantors............................... 78
            Section 7.15.   Further Assurances.......................................................... 78
            Section 7.16.   [Intentionally Omitted]..................................................... 78
            Section 7.17.   Environmental Indemnification............................................... 78
            Section 7.18.   Response Actions............................................................ 79
            Section 7.19.   Environmental Assessments................................................... 79
            Section 7.20.   Employee Benefit Plans...................................................... 80
            Section 7.21.   No Amendments to Certain Documents.......................................... 80
            Section 7.22.   Primary Credit Facility..................................................... 81
            Section 7.23.   Management.................................................................. 81
            Section 7.24.   Distributions in the Ordinary Course........................................ 81


                                    (iii)
<PAGE>

Section 8.  CERTAIN NEGATIVE COVENANTS OF THE BORROWER
            AND THE GUARANTORS.......................................................................... 82

            Section 8.1.    Restrictions on Indebtedness................................................ 82
            Section 8.2.    Restrictions on Liens, Etc.................................................. 82
            Section 8.3.    Restrictions on Investments................................................. 85
            Section 8.4.    Merger, Consolidation and Disposition of Assets............................. 86
            Section 8.5.    Negative Pledge............................................................. 89
            Section 8.6.    Compliance with Environmental Laws.......................................... 89
            Section 8.7.    Distributions............................................................... 90
            Section 8.8.    Employee Benefit Plans...................................................... 90
            Section 8.9.    Fiscal Year................................................................. 91

Section 9.  FINANCIAL COVENANTS OF THE BORROWER......................................................... 91

            Section 9.1.    Leverage Ratio.............................................................. 91
            Section 9.2.    Secured Indebtedness........................................................ 91
            Section 9.3.    Tangible Net Worth.......................................................... 92
            Section 9.4.    Debt Service Coverage....................................................... 92
            Section 9.5.    Fixed Charge Coverage....................................................... 92
            Section 9.6.    Unsecured Indebtedness...................................................... 92
            Section 9.7.    Unencumbered Property Debt Service Coverage................................. 92
            Section 9.8.    Investment Limitation....................................................... 92
            Section 9.9.    Covenant Calculations....................................................... 94

Section 10  CONDITIONS TO THE CLOSING DATE.............................................................. 95

            Section 10.1.   Loan Documents.............................................................. 95
            Section 10.2.   Certified Copies of Organization Documents.................................. 96
            Section 10.3.   By-laws; Resolutions........................................................ 96
            Section 10.4.   Incumbency Certificate; Authorized Signers.................................. 96
            Section 10.5.   Title Policies.............................................................. 97
            Section 10.6.   Certificates of Insurance................................................... 97
            Section 10.7.   Hazardous Waste Assessments................................................. 97
            Section 10.8.   Opinion of Counsel Concerning Organization and
                            Loan Documents.............................................................. 97
            Section 10.9.   Tax and Securities Law Compliance........................................... 98
            Section 10.10.  Guaranties.................................................................. 98
            Section 10.11.  Certifications from Government Officials
                            UCC-11 Reports.............................................................. 98
            Section 10.12.  Proceedings and Documents................................................... 98
            Section 10.13.  Fees........................................................................ 99


                                     (iv)
<PAGE>

            Section 10.14.  Closing Certificate; Compliance Certificate................................. 99
            Section 10.15.  Subsequent Guarantors....................................................... 99
            Section 10.16.  No Default Under Original Agreement......................................... 99

Section 11. CONDITIONS TO ALL BORROWINGS................................................................ 99

            Section 11.1.   Representations True; No Event of Default;
                            Compliance Certificate...................................................... 99
            Section 11.2.   No Legal Impediment......................................................... 100
            Section 11.3.   Governmental Regulation..................................................... 100

Section 12. EVENTS OF DEFAULT; ACCELERATION; ETC........................................................ 100

            Section 12.1.   Events of Default and Acceleration.......................................... 100
            Section 12.2.   Termination of Commitments.................................................. 104
            Section 12.3.   Remedies.................................................................... 105

Section 13. SETOFF...................................................................................... 105

Section 14. THE ADMINISTRATIVE AGENT.................................................................... 106

            Section 14.1.   Authorization............................................................... 106
            Section 14.2.   Employees and Agents........................................................ 107
            Section 14.3.   No Liability................................................................ 107
            Section 14.4.   No Representations.......................................................... 107
            Section 14.5.   Payments.................................................................... 108
            Section 14.6.   Holders of Revolving Credit Notes........................................... 109
            Section 14.7.   Indemnity................................................................... 109
            Section 14.8.   Administrative Agent as Lender.............................................. 109
            Section 14.9.   Notification of Defaults and Events of Default.............................. 109
            Section 14.10.  Duties in the Case of Enforcement........................................... 110
            Section 14.11.  Successor Administrative Agent.............................................. 110
            Section 14.12.  Notices..................................................................... 111

Section 15. EXPENSES.................................................................................... 111

Section 16. INDEMNIFICATION............................................................................. 112

Section 17. SURVIVAL OF COVENANTS, ETC.................................................................. 113


                                      (v)
<PAGE>

Section 18. ASSIGNMENT; PARTICIPATIONS; ETC............................................................. 114

            Section 18.1.   Conditions to Assignments by Lenders........................................ 114
            Section 18.2.   Certain Representations and Warranties;
                            Limitations; Covenants...................................................... 114
            Section 18.3.   Register.................................................................... 115
            Section 18.4.   New Revolving Credit Notes.................................................. 116
            Section 18.5.   Participations.............................................................. 116
            Section 18.6.   Pledge by Lender............................................................ 117
            Section 18.7.   No Assignment by Borrower................................................... 117
            Section 18.8.   Disclosure.................................................................. 117
            Section 18.9.   Syndication................................................................. 117

Section 19. NOTICES, ETC................................................................................ 117

Section 20. GOVERNING LAW; CONSENT TO JURISDICTION
            AND SERVICE................................................................................. 118

Section 21. HEADINGS.................................................................................... 119

Section 22. COUNTERPARTS................................................................................ 119

Section 23. ENTIRE AGREEMENT, ETC....................................................................... 119

Section 24. WAIVER OF JURY TRIAL AND CERTAIN
            DAMAGE CLAIMS............................................................................... 119

Section 25. CONSENTS, AMENDMENTS, WAIVERS, ETC.......................................................... 119

Section 26. SEVERABILITY................................................................................ 121

Section 27. TRANSITIONAL ARRANGEMENTS................................................................... 121

            Section 27.1.   Original Agreement Superseded............................................... 121
            Section 27.2.   Return and Cancellation of Notes............................................ 121
            Section 27.3.   Interest and Fees Under Original Agreement.................................. 121
</TABLE>

                                     (vi)

<PAGE>

                                   EXHIBITS

<TABLE>
         <S>      <C>
         A        Form of Revolving Credit Note
         B        Form of Subsidiary Guaranty
         C        Form of Revolving Credit Loan Request
         D        Form of Compliance Certificate
         E        Form of Closing Certificate
         F        Form of Assignment and Assumption Agreement
         G        Competitive Bid Note
         H        Competitive Bid Quote Request
         I        Invitation for Competitive Bid Quotes
         J        Competitive Bid Quote
         K        Notice of Acceptance or Non-acceptance
         L        Form of Notice of Continuation/Conversion
</TABLE>

                                     (vii)

<PAGE>

                                   SCHEDULES
<TABLE>
         <S>                <C>
         SCHEDULE EMPL      List of Employee Agreements with Key Management Individuals
         SCHEDULE EG        List of Eligible Ground Leases as of Closing Date
         SCHEDULE SG        List of Subsidiary Guarantors
         SCHEDULE 1.2       Lenders' Commitments
         SCHEDULE 3.7       Existing Letters of Credit
         SCHEDULE 6.1(b)    Capitalization; Outstanding Securities, Etc.
         SCHEDULE 6.3       Partially Owned Real Estate Holding Entities
         SCHEDULE 6.7       Litigation
         SCHEDULE 6.15      Certain Transactions
         SCHEDULE 6.19      Subsidiaries
         SCHEDULE 8.3(d)    Existing Investments
         SCHEDULE 8.3(f)    Investments
</TABLE>


                                    (viii)
<PAGE>

                    AMENDMENT NO. 3 TO AND RESTATEMENT OF
                         REVOLVING CREDIT AGREEMENT


         This AMENDMENT NO. 3 TO AND RESTATEMENT OF REVOLVING CREDIT AGREEMENT
(this "AGREEMENT") is made as of the 22nd day of June, 2000, by and among
MACK-CALI REALTY, L.P., a Delaware limited partnership ("MCRLP" or the
"BORROWER"), having its principal place of business at 11 Commerce Drive,
Cranford, New Jersey 07016, THE CHASE MANHATTAN BANK ("CHASE"), having its
principal place of business at 270 Park Avenue, New York, New York 10017, FLEET
NATIONAL BANK ("FLEET"), a national banking association having its principal
place of business at 100 Federal Street, Boston, Massachusetts 02110, and the
other lending institutions party hereto or which may become parties hereto
pursuant to Section 18 (individually, a "LENDER" and collectively, the
"LENDERS") and THE CHASE MANHATTAN BANK, as the administrative agent for itself
and each other Lender, and FLEET NATIONAL BANK, as the syndication agent.

                                RECITALS

         A. The Borrower and its Subsidiaries are primarily engaged in the
business of owning, purchasing, developing, constructing, renovating and
operating office, office/flex, industrial/warehouse and multifamily residential
properties in the United States.

         B. Mack-Cali Realty Corporation, a Maryland corporation ("MCRC"), is
the sole general partner of MCRLP, holds in excess of 80% of the partnership
interests in MCRLP, is qualified to elect REIT status for income tax purposes,
and has agreed to guaranty the obligations of the Borrower hereunder.

         C. Those Subsidiaries of the Borrower which are the owners of
Unencumbered Property have also agreed to guaranty the obligations of the
Borrower hereunder.

         D. The Borrower, certain of the Lenders, certain other lending
institutions, and the Administrative Agent are parties to a Revolving Credit
Agreement dated as of April 16, 1998, as amended by Amendment No. 1 to Revolving
Credit Agreement dated as of July 20, 1998, as further amended by Amendment No.
2 to Revolving Credit Agreement dated as of December 30, 1998 (as so amended,
the "ORIGINAL AGREEMENT").

         E. The Borrower, the Lenders and the Administrative Agent wish to amend
and restate the Original Agreement in its entirety as set forth in this
Agreement.


<PAGE>
                                       -2-

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the parties hereto agree as follows:

         Section 1.  DEFINITIONS AND RULES OF INTERPRETATION.

         Section 1.1.  DEFINITIONS. The following terms shall have the meanings
set forth in this Section 1 or elsewhere in the provisions of this Agreement
referred to below:

         ABSOLUTE COMPETITIVE BID LOAN.  See Section 2A.3(a).

         ACCOUNTANTS. In each case, nationally-recognized, independent certified
public accountants reasonably acceptable to the Administrative Agent. The
Lenders hereby acknowledge that PricewaterhouseCoopers LLP and the other major
national accounting firms are acceptable accountants.

         ADJUSTED UNENCUMBERED PROPERTY NOI. With respect to any fiscal period
for any Unencumbered Property, the net income of such Unencumbered Property
during such period, as determined in accordance with GAAP, before adjustment for
(a) gains (or losses) from debt restructurings or other extraordinary items
relating to such Unencumbered Property, (b) minority interests, not inconsistent
with the wholly-owned Subsidiary requirements for Unencumbered Properties and
(c) income taxes; PLUS (x) interest expense relating to such Unencumbered
Property and (y) depreciation and amortization relating to such Unencumbered
Property and (z) the noncash portion of executive stock award rights and stock
purchase rights relating to the Unencumbered Property in question included in
written executive employment agreements, written employee plans or other written
non-monetary employment compensation provisions to the extent excluded from net
income, as determined in accordance with GAAP; MINUS a recurring capital expense
reserve equal to four percent (4%) of total revenue of such Unencumbered
Property for such period, after adjustments to eliminate the effect of the
straight-lining of rents affecting such Unencumbered Property.

         ADMINISTRATIVE AGENT. The Chase Manhattan Bank acting as administrative
agent for the Lenders, or any successor administrative agent, as permitted by
Section 14.

         ADMINISTRATIVE AGENT'S HEAD OFFICE. The Administrative Agent's head
office located at 270 Park Avenue, New York, New York 10017, or at such other
location as the Administrative Agent may designate from time to time pursuant to
Section 19 hereof, or the office of any successor Administrative Agent permitted
under Section 14 hereof.

         ADMINISTRATIVE FEE.  See Section 2.4(g).


<PAGE>
                                       -3-

         ADVISORY AND STRUCTURING FEE.  See Section 2.4(d).

         AFFILIATE. With reference to any Person, (i) any director or executive
officer of that Person, (ii) any other Person controlling, controlled by or
under direct or indirect common control of that Person, (iii) any other Person
directly or indirectly holding 10% or more of any class of the capital stock or
other equity interests (including options, warrants, convertible securities and
similar rights) of that Person (other than a mutual fund which owns 10% or more
of the common stock of MCRC) and (iv) any other Person 10% or more of any class
of whose capital stock or other equity interests (including options, warrants,
convertible securities and similar rights) is held directly or indirectly by
that Person.

         AGREEMENT. The Original Agreement as amended by this Amendment No. 3 to
and Restatement of Revolving Credit Agreement, including the schedules and
exhibits hereto, as the same may be from time to time amended and in effect.

         ALTERNATE BASE RATE. The higher of (a) the annual rate of interest
announced from time to time by Chase at its head office in New York, New York as
its "prime rate" or (b) one half of one percent (1/2%) above the overnight
federal funds effective rate as published by the Board of Governors of the
Federal Reserve System, as in effect from time to time. Any change in the
Alternate Base Rate during an Interest Period shall result in a corresponding
change on the same day in the rate of interest accruing from and after such day
on the unpaid balance of principal of the Alternate Base Rate Loans, if any,
applicable to such Interest Period, effective on the day of such change in the
Alternate Base Rate.

         ALTERNATE BASE RATE LOANS. Those Revolving Credit Loans bearing
interest calculated by reference to the Alternate Base Rate.

         APPLICABLE L/C PERCENTAGE. As of any date of determination, a per annum
percentage equal to the Applicable Margin for Revolving Credit LIBOR Rate Loans
then in effect.

         APPLICABLE MARGIN. The applicable margin (if any) over the then
Alternate Base Rate or LIBOR Rate, as applicable to the Revolving Credit Loan(s)
in question, as set forth below, which is used in calculating the interest rate
applicable to Revolving Credit Loans and which shall vary from time to time in
accordance with MCRLP's debt ratings, if any. The Applicable Margin to be used
in calculating the interest rate applicable to Alternate Base Rate Loans or
Revolving Credit LIBOR Rate Loans shall vary from time to time in

<PAGE>
                                       -4-

accordance with MCRLP's then applicable (if any) (x) Moody's debt rating, (y)
S&P's debt rating and (z) any Third Debt Rating, as set forth below in this
definition, and the Applicable Margin shall be adjusted effective on the next
Business Day following any change in MCRLP's Moody's debt rating or S&P's
debt rating or Third Debt Rating, as the case may be. MCRLP shall notify the
Administrative Agent in writing promptly after becoming aware of any change
in any of its debt ratings. In order to qualify for an Applicable Margin
based upon a debt rating, MCRLP shall maintain debt ratings from at least two
(2) nationally recognized rating agencies reasonably acceptable to the
Administrative Agent, one of which must be Moody's or S&P so long as such
Persons are in the business of providing debt ratings for the REIT industry;
PROVIDED that if MCRLP fails to maintain at least two debt ratings, the
Applicable Margin shall be based upon an S&P rating of less than BBB- in the
table below. In addition, MCRLP may, at its option, obtain and maintain three
debt ratings (of which one must be from Moody's or S&P except as set forth in
the previous sentence). If at any time of determination of the Applicable
Margin, (a) MCRLP has then current debt ratings from two (2) rating agencies,
then the Applicable Margin shall be based on the lower of such ratings, or
(b) MCRLP has then current debt ratings from three (3) rating agencies, then
the Applicable Margin shall be based on the lower of the two highest ratings.

         The applicable debt ratings and the Applicable Margins are set forth in
the following table:

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
                                                                           APPLICABLE             APPLICABLE
                                                                             MARGIN                 MARGIN
                                                                      FOR REVOLVING CREDIT    FOR ALTERNATE BASE
      S&P RATING         MOODY'S RATING          THIRD RATING           LIBOR RATE LOANS          RATE LOANS
-----------------------------------------------------------------------------------------------------------------
<S>                    <C>                 <C>                             <C>                      <C>
                                            No rating or less than
  No rating or less     No rating or less    BBB-/Baa3 equivalent            1.20%                    0%
      than BBB-             than Baa3
-----------------------------------------------------------------------------------------------------------------
         BBB-                 Baa3           BBB-/Baa3 equivalent            0.95%                    0%
-----------------------------------------------------------------------------------------------------------------
         BBB                  Baa2            BBB/Baa2 equivalent            0.80%                    0%
-----------------------------------------------------------------------------------------------------------------
         BBB+                 Baa1           BBB+/Baa1 equivalent           0.725%                    0%
-----------------------------------------------------------------------------------------------------------------
     A- or higher         A3 or higher         A-/A3 equivalent              0.65%                    0%
                                                   or higher
-----------------------------------------------------------------------------------------------------------------
</TABLE>

         ARRANGERS. Chase Securities Inc. and FleetBoston Robertson Stephens
Inc.

         ASSIGNMENT AND ASSUMPTION.  See Section 18.1.

         BORROWER.  As defined in the preamble hereto.

<PAGE>
                                       -5-

         BUILDING. Individually and collectively, the buildings, structures and
improvements now or hereafter located on the Real Estate.

         BUSINESS DAY. Any day on which banking institutions in New York, New
York are open for the transaction of banking business and, in the case of LIBOR
Rate Loans, also a day which is a LIBOR Business Day.

         CAPITALIZED LEASES. Leases under which the Borrower or any of its
Subsidiaries or any Partially-Owned Entity is the lessee or obligor, the
discounted future rental payment obligations under which are required to be
capitalized on the balance sheet of the lessee or obligor in accordance with
GAAP.

         CAPITALIZED UNENCUMBERED PROPERTY NOI. As of any date of determination
with respect to an Unencumbered Property, an amount equal to the Revised
Adjusted Unencumbered Property NOI for such Unencumbered Property for the most
recent two (2) complete fiscal quarters MULTIPLIED BY two (2), with the product
being DIVIDED BY 9.25%.

         CERCLA.  See Section 6.18.

         CLOSING DATE. June 22, 2000, which is the date on which all of the
conditions set forth in Section 10 have been satisfied.

         CODE. The Internal Revenue Code of 1986, as amended and in effect from
time to time.

         COMMITMENT. With respect to each Lender, the amount set forth from time
to time on SCHEDULE 1.2 hereto as the amount of such Lender's Commitment to make
Revolving Credit Loans to, and to participate in the issuance, extension and
renewal of Letters of Credit for the account of, the Borrower.

         COMMITMENT PERCENTAGE. With respect to each Lender, the percentage set
forth on SCHEDULE 1.2 hereto as such Lender's percentage of the Total Commitment
and any changes thereto from time to time.

         COMPETITIVE BID LOAN ACCOUNTS.  See Section 2A.2(a).

         COMPETITIVE BID LOANS. A borrowing hereunder consisting of one or more
loans made by any of the participating Lenders whose offer to make a Competitive
Bid Loan as part of such borrowing has been accepted by the Borrower under the
auction bidding procedure described in Section 2A hereof.


<PAGE>
                                       -6-

         COMPETITIVE BID MARGIN.  See Section 2A.5(b)(iv).

         COMPETITIVE BID NOTES.  See Section 2A.2(b).

         COMPETITIVE BID QUOTE. An offer by a Lender to make a Competitive Bid
Loan in accordance with Section 2A.5 hereof.

         COMPETITIVE BID QUOTE REQUEST.  See Section 2A.3.

         COMPETITIVE BID RATE.  See Section 2A.5(b)(v).

         COMPLETED REVOLVING CREDIT LOAN REQUEST. A loan request accompanied by
all information required to be supplied under the applicable provisions of
Section 2.5.

         CONSOLIDATED OR CONSOLIDATED. With reference to any term defined
herein, shall mean that term as applied to the accounts of MCRC and its
subsidiaries (including the Borrower and the Subsidiary Guarantors) or MCRLP and
its subsidiaries, as the case may be, consolidated in accordance with GAAP.

         CONSOLIDATED ADJUSTED NET INCOME. For any period, an amount equal to
the consolidated net income of MCRC, the Borrower and their respective
Subsidiaries for such period, as determined in accordance with GAAP, before (a)
gains (or losses) from the sale of real property or interests therein, debt
restructurings and other extraordinary items, (b) minority interest of said
Persons in other Persons and (c) income taxes; PLUS (w) interest expense, (x)
depreciation and amortization, (y) the noncash portion of executive stock award
rights and stock purchase rights included in written executive employment
agreements, written employee plans or other written non-monetary employment
compensation provisions, and (z) certain non-recurring cash payments made
pursuant to certain written employment agreements, written employee plans or
other written employment compensation provisions with key management individuals
existing as of the date hereof and described on SCHEDULE EMPL hereto and their
successors (as such agreements, plans and provisions may be amended from time to
time) in an amount not to exceed $20,000,000 in the aggregate during any fiscal
year; MINUS a recurring capital expense reserve in an amount equal to four
percent (4%) of consolidated total revenue of MCRC, the Borrower and their
respective Subsidiaries; all after adjustments to eliminate the effect of the
straight-lining of rents; and all after adjustments for unconsolidated
partnerships, joint ventures and other entities.

         CONSOLIDATED CAPITALIZED NOI. As of any date of determination, an
amount equal to Revised Consolidated Adjusted Net Income for the most recent

<PAGE>
                                       -7-

two (2) completed fiscal quarters MULTIPLIED BY two (2), with the product
being DIVIDED BY 9.25%.

         CONSOLIDATED FIXED CHARGES. For any fiscal period, the sum of
Consolidated Total Debt Service PLUS the aggregate of all Distributions payable
on the preferred stock of or other preferred beneficial interests in the
Borrower, MCRC or any of their respective Subsidiaries.

         CONSOLIDATED SECURED INDEBTEDNESS. As of any date of determination, the
aggregate principal amount of all Indebtedness of MCRC, the Borrower and their
respective Subsidiaries outstanding at such date secured by a Lien on the Real
Estate of such Person, without regard to Recourse.

         CONSOLIDATED TANGIBLE NET WORTH. As of any date of determination, the
Consolidated Total Capitalization MINUS Consolidated Total Liabilities.

         CONSOLIDATED TOTAL CAPITALIZATION. As of any date of determination,
with respect to MCRC, the Borrower and their respective Subsidiaries determined
on a consolidated basis in accordance with GAAP; the sum (without
double-counting) of (a) Consolidated Capitalized NOI PLUS (b) the value of
Unrestricted Cash and Cash Equivalents (excluding until forfeited or otherwise
entitled to be retained by the Borrower or its Subsidiaries, tenant security and
other restricted deposits), PLUS (c) the aggregate costs incurred and paid to
date by the Borrower and its Subsidiaries with respect to
Construction-In-Process, PLUS (d) the value of Indebtedness of third parties to
the Borrower and its Subsidiaries for borrowed money which is secured by
mortgage liens in real estate (valued in accordance with GAAP at the book value
of such Indebtedness and not then more than 90 days past due or declared by the
Borrower or its Subsidiary to be past due), PLUS (e) the actual net cash
investment by the Borrower and its Subsidiaries in any Opportunity Funds
(wherein such Opportunity Fund (x) does not have any Indebtedness that is then
more than 90 days past due or (y) has not been declared to be in default of any
monetary or material monetizable obligations), PLUS (f) the book value of
Unimproved Non-Income Producing Land PLUS (g) the value of Eligible Cash 1031
Proceeds; PROVIDED that the value of all permitted investments included within
Consolidated Total Capitalization (other than Eligible Cash 1031 Proceeds) shall
not exceed the limitations set forth in Section 9.8 hereof.

         CONSOLIDATED TOTAL DEBT SERVICE. For any fiscal period, without
double-counting, (a) Consolidated Total Interest Expense for such period PLUS
(b) the aggregate amount of scheduled principal payments of Indebtedness
(excluding (x) optional prepayments and (y) balloon payments at maturity)
required to be made during such period by MCRC, the Borrower and any of their
respective Subsidiaries PLUS (c) the aggregate amount of capitalized interest

<PAGE>
                                       -8-

required in accordance with GAAP to be paid or accrued by MCRC, the Borrower and
their respective Subsidiaries during such quarter.

         CONSOLIDATED TOTAL INTEREST EXPENSE. For any fiscal period, the
aggregate amount of interest required in accordance with GAAP to be paid or
accrued, without double-counting, by MCRC, the Borrower and their respective
Subsidiaries during such period on all Indebtedness of MCRC, the Borrower and
their respective Subsidiaries outstanding during all or any portion of such
period, whether such interest was or is required to be reflected as an item of
expense or capitalized, including payments consisting of interest expenses in
respect of any Synthetic Lease.

         CONSOLIDATED TOTAL LIABILITIES. As of any date of determination,
without double-counting, all liabilities of MCRC, the Borrower and their
respective Subsidiaries, including guaranties of payment for any Opportunity
Fund, determined on a consolidated basis in accordance with GAAP and classified
as such on the consolidated balance sheet of MCRC, the Borrower and their
respective Subsidiaries, and all Indebtedness of MCRC, the Borrower and their
respective Subsidiaries, whether or not so classified (excluding, to the extent
otherwise included in Consolidated Total Liabilities, restricted cash held on
account of tenant security and other restricted deposits).

         CONSOLIDATED TOTAL UNSECURED DEBT SERVICE. For any fiscal period,
Consolidated Total Debt Service with respect to Consolidated Unsecured
Indebtedness only for such period.

         CONSOLIDATED UNSECURED INDEBTEDNESS. As of any date of determination,
the aggregate principal amount of all Unsecured Indebtedness of MCRC, the
Borrower and their respective Subsidiaries outstanding at such date, including
without limitation the aggregate principal amount of all the Obligations under
this Agreement as of such date, determined on a consolidated basis in accordance
with GAAP, without regard to Recourse.

         CONSTRUCTION-IN-PROCESS. Any Real Estate for which the Borrower, any
Guarantor, any of the Borrower's Subsidiaries or any Partially-Owned Entity is
actively pursuing construction, renovation, or expansion of Buildings and,
except for purposes of the covenant set forth in Section 9.8(c) hereof, for
which construction is proceeding to completion without undue delay from Permit
denial, construction delays or otherwise, all pursuant to such Person's ordinary
course of business. Notwithstanding the foregoing, tenant improvements to
previously constructed and/or leased Real Estate shall not be considered
Construction-In-Process.


<PAGE>
                                       -9-

         CONVERSION REQUEST. A notice given by the Borrower to the
Administrative Agent of its election to convert or continue a Revolving Credit
Loan in accordance with Section 2.6.

         CREDIT PARTIES. Collectively, the Borrower, the Operating Subsidiaries,
MCRC, the Subsidiary Guarantors and any other wholly-owned Subsidiary for which
the Borrower or MCRC has legal liability for such wholly-owned Subsidiary's
obligations and liabilities, directly or indirectly.

         DEBT RATINGS.  Long-term, unsecured, non-credit enhanced debt ratings.

         DEFAULT. As of the relevant time of determination, an event or
occurrence which solely with the giving of notice or the lapse of time, or both,
would constitute an Event of Default.

         DISQUALIFYING ENVIRONMENTAL EVENT. Any Release or threatened Release of
Hazardous Substances, any violation of Environmental Laws or any other similar
environmental event with respect to any Real Estate (x) that causes either the
occupancy or rent of such Real Estate to be adversely affected by greater than
ten percent (10%), as compared to what otherwise would have been the occupancy
or rent of such Real Estate in the absence of such environmental event or (y)
for which the remaining costs of remediation in order to bring such Real Estate
into compliance with Environmental Laws exceeds the greater of $1,000,000 or
1.5% of the Capitalized Unencumbered Property NOI of the Real Estate that is the
particular Unencumbered Property in issue ("REMEDIATION"); PROVIDED that (1) any
Real Estate that qualifies under (x) and (y) which requires Remediation shall
only be eligible to be an Unencumbered Property if such Remediation is ongoing
in accordance with prudent environmental practice and (2) the number of
Unencumbered Properties subject to Remediation shall not exceed the greater of
(i) five (5) Buildings (and related land) or (ii) the number of Buildings (and
related land) that are two and one-half percent (2.5%) of the total number of
Buildings constituting all of the Buildings in Unencumbered Properties at any
time.

         DISTRIBUTION.

                  (i)  with respect to the Borrower or its Subsidiaries, any
         distribution of cash or other cash equivalent, directly or indirectly,
         to the partners or other equity interest holders of the Borrower or its
         Subsidiaries in respect of such partnership or other equity interest or
         interests so characterizable; or any other distribution on or in
         respect of any partnership interests of the Borrower or its
         Subsidiaries; and


<PAGE>
                                       -10-

                  (ii) with respect to MCRC, the declaration or payment of any
         cash dividend on or in respect of any shares of any class of capital
         stock of MCRC.

         DOLLARS or $. Dollars in lawful currency of the United States of
America.

         DRAWDOWN DATE. The date on which any Revolving Credit Loan is made or
is to be made, and the date on which any Revolving Credit Loan is converted or
continued in accordance with Section 2.6.

         DUFF & PHELPS.  Duff & Phelps, and its successors.

         ELIGIBLE ASSIGNEE. Any of (a) a commercial bank organized under the
laws of the United States, or any State thereof or the District of Columbia, and
having total assets in excess of $1,000,000,000; (b) a savings and loan
association or savings bank organized under the laws of the United States, or
any State thereof or the District of Columbia, and having total assets in excess
of $1,000,000,000, calculated in accordance with GAAP; (c) a commercial bank
organized under the laws of any other country which is a member of the
Organization for Economic Cooperation and Development (the "OECD"), or a
political subdivision of any such country, and having total assets in excess of
$1,000,000,000, PROVIDED that such bank is acting at all times with respect to
this Agreement through a branch or agency located in the United States of
America and (d) a financial institution reasonably acceptable to the
Administrative Agent which is regularly engaged in making, purchasing or
investing in loans and having total assets in excess of $300,000,000.

         ELIGIBLE CASH 1031 PROCEEDS. The cash proceeds held by a "qualified
intermediary" from the sale of Real Estate, which proceeds are intended to be
used by the qualified intermediary to acquire one or more "replacement
properties" that are of "like-kind" to such Real Estate in an exchange that
qualifies as a tax-free exchange under Section 1031 of the Code, and no portion
of which proceeds MCRC, the Borrower or any Subsidiary has the right to receive,
pledge, borrow or otherwise obtain the benefits of until such time as provided
under the applicable "exchange agreement" (as such terms in quotations are
defined in Treasury Regulations Section 1.1031(k)-1(g)(4)) (the "Regulations"))
or until such exchange is terminated. Upon the cash proceeds no longer being
held by the qualified intermediary pursuant to the Regulations or otherwise
qualifying under the Regulations for like-kind exchange treatment, such proceeds
shall cease being Eligible Cash 1031 Proceeds.

         ELIGIBLE GROUND LEASE. A ground lease that (a) has a minimum remaining
term of thirty (30) years, including tenant controlled options, as of any date
of determination, (b) has customary notice rights, default cure rights,
bankruptcy new lease rights and other customary provisions for the benefit of a
leasehold

<PAGE>
                                       -11-

mortgagee or has equivalent protection for a leasehold permanent mortgagee by
a subordination to such leasehold permanent mortgagee of the landlord's fee
interest, and (c) is otherwise acceptable for Without Recourse leasehold
mortgage financing (with the exception permitted under clause (b) above)
under customary prudent lending requirements. The Eligible Ground Leases as
of the date of this Agreement are listed on SCHEDULE EG.

         EMPLOYEE BENEFIT PLAN. Any employee benefit plan within the meaning of
Section 3(3) of ERISA maintained or contributed to by the Borrower or any ERISA
Affiliate, other than a Multiemployer Plan.

         ENVIRONMENTAL LAWS.  See Section 6.18(a).

         ERISA. The Employee Retirement Income Security Act of 1974, as amended
and in effect from time to time.

         ERISA AFFILIATE. Any Person which is treated as a single employer with
the Borrower under Section 414 of the Code.

         ERISA REPORTABLE EVENT. A reportable event with respect to a Guaranteed
Pension Plan within the meaning of Section 4043 of ERISA and the regulations
promulgated thereunder as to which the requirement of notice has not been
waived.

         EUROCURRENCY RESERVE RATE. For any day with respect to a LIBOR Rate
Loan, the weighted average of the rates (expressed as a decimal) at which all of
the Lenders subject thereto would be required to maintain reserves under
Regulation D of the Board of Governors of the Federal Reserve System (or any
successor or similar regulations relating to such reserve requirements) against
"Eurocurrency Liabilities" (as that term is used in Regulation D), if such
liabilities were outstanding. The Eurocurrency Reserve Rate shall be adjusted
automatically on and as of the effective date of any change in the Eurocurrency
Reserve Rate.

         EVENT OF DEFAULT.  See Section 12.1.

         FACILITY FEE.  See Section 2.4(f).

         FEE LETTER.  See Section 2.4(d).

         FINANCIAL STATEMENT DATE. With respect to the Borrower, MCRC and their
respective subsidiaries, December 31, 1999.

         FITCH.  Fitch IBCA, Inc., and its successors.

<PAGE>
                                       -12-

         FRONTING BANK. With respect to any letters of credit issued under this
Agreement on or after the date hereof, Chase, or with the consent of the
Administrative Agent and the Borrower, another Lender.

         FUNDS FROM OPERATIONS. As defined in accordance with resolutions
adopted by the Board of Governors of the National Association of Real Estate
Investment Trusts as in effect from time to time, but in any event excluding
one-time or non-recurring charges.

         GAAP. Generally accepted accounting principles in effect from time to
time in the United States, consistently applied, PROVIDED that a certified
public accountant would, insofar as the use of such accounting principles is
pertinent, be in position to deliver an unqualified opinion as to financial
statements in which such principles have been properly applied.

         GUARANTEED PENSION PLAN. Any employee pension benefit plan within the
meaning of Section 3(2) of ERISA maintained or contributed to by the Borrower or
any Guarantor, as the case may be, or any ERISA Affiliate of any of them the
benefits of which are guaranteed on termination in full or in part by the PBGC
pursuant to Title IV of ERISA, other than a Multiemployer Plan.

         GUARANTIES. Collectively, (i) the MCRC Guaranty, (ii) the Subsidiary
Guaranties, (iii) any other guaranty of the Obligations made by an Affiliate of
the Borrower in favor of the Administrative Agent and the Lenders, and (iv) the
ratification for purposes of this Agreement of all "Guaranties" under the
Original Agreement.

         GUARANTORS. Collectively, MCRC, the Subsidiary Guarantors and any other
Affiliate of the Borrower executing a Guaranty; PROVIDED, HOWEVER, when the
context so requires, Guarantor shall refer to MCRC or such Affiliate, as
appropriate. Any Guarantor that is the owner or ground lessee of an Unencumbered
Property shall be a wholly-owned Subsidiary. PROVIDED FURTHER, HOWEVER, from and
after the release of the Guaranty of any Subsidiary Guarantor pursuant to
Section 5 below, such Subsidiary Guarantor shall no longer be considered a
"Guarantor" for purposes of this Agreement.

         HARBORSIDE ASSUMED DEBT. (i) The Indebtedness to be owed by one or more
of MCRLP and certain of its Subsidiaries to Northwestern Mutual Insurance
Company and Principal Mutual Life Insurance Company in the original principal
amount of $110,000,000, and (ii) the Indebtedness to be owed by one or more of
MCRC, MCRLP and certain of its Subsidiaries to US West Pension Trust, Investment
Management Company in the original principal amount of $42,087,513.


<PAGE>
                                       -13-

         HARBORSIDE DEBT. The Indebtedness incurred by MCRLP pursuant to the
Revolving Credit Facility Agreement dated as of November 1, 1996, among MCRLP,
the several lenders from time to time parties thereto, and PSC, as
administrative agent for such lenders, as the same may be amended, supplemented
or otherwise modified from time to time.

         HARBORSIDE PLEDGE AGREEMENTS. Collectively, (i) the pledge agreement
between MCRC and PSC, as the administrative agent, and (ii) the pledge agreement
between MCRLP and PSC, as the administrative agent, in each case (a) securing
the Harborside Debt in connection with the Harborside Transaction, and (b) as
the same may be amended, supplemented or otherwise modified from time to time.

         HARBORSIDE PLEDGED INTERESTS. Collectively, (i) the 99% limited
partnership interest owned by MCRLP in each of Cali Harborside (Fee) Associates
L.P., a New Jersey limited partnership, Cal-Harbor II & II Urban Renewal
Associates L.P., a New Jersey limited partnership, Cal-Harbor IV Urban Renewal
Associates L.P., a New Jersey limited partnership, Cal-Harbor V Urban Renewal
Associates L.P., a New Jersey limited partnership, Cal-Harbor VI Urban Renewal
Associates L.P., a New Jersey limited partnership, Cal-Harbor So. Pier Urban
Renewal Associates L.P., a New Jersey limited partnership, Cal-Harbor No. Pier
Urban Renewal Associates L.P., a New Jersey limited partnership, and Cal-Harbor
VII Urban Renewal Associates L.P., a New Jersey limited partnership; and (ii)
100% of the issued and outstanding capital stock owned by MCRC of each of Cali
Sub X, Inc., a Delaware corporation, and Cali Sub XI, Inc., a Delaware
corporation, in each case pledged to PSC, as the administrative agent, pursuant
to the Harborside Pledge Agreements.

         HARBORSIDE TRANSACTION. (i) The acquisition by MCRLP and certain of its
Subsidiaries of the real property, buildings and other improvements thereon
commonly known as the Harborside Financial Center, Jersey City, New Jersey, (ii)
the incurrence of the Harborside Debt, and (iii) the incurrence of the
Harborside Assumed Debt.

         HAZARDOUS SUBSTANCES.  See Section 6.18(b).

         INDEBTEDNESS. All obligations, contingent and otherwise, that in
accordance with GAAP should be classified upon the obligor's balance sheet as
liabilities, including, without limitation, (a) all obligations for borrowed
money and similar monetary obligations, whether direct or indirect; (b) all
liabilities secured by any mortgage, pledge, negative pledge, security interest,
lien, charge, or other encumbrance existing on property owned or acquired
subject thereto, whether or not the liability secured thereby shall have been
assumed; (c) all

<PAGE>
                                       -14-

obligations under any Capitalized Lease (determined in accordance with
Section 9.9) or any Synthetic Lease; (d) all guarantees for borrowed money,
endorsements and other contingent obligations, whether direct or indirect,
(without double counting and in accordance with Section 9.0) in respect of
indebtedness or obligations of others, including any obligation to supply
funds (including partnership obligations and capital requirements) to or in
any manner to invest in, directly or indirectly, the debtor, to purchase
indebtedness, or to assure the owner of indebtedness against loss, through an
agreement to purchase goods, supplies, or services for the purpose of
enabling the debtor to make payment of the indebtedness held by such owner or
otherwise, and the obligations to reimburse the issuer in respect of any
letters of credit; and (e) to the extent not otherwise included, obligations
of the Borrower under so-called forward equity purchase contracts to the
extent that such obligations are not payable solely in equity interests in
MCRC.

         INTEREST PAYMENT DATE. (i) As to any Alternate Base Rate Loan, the last
day of the calendar month which includes the Drawdown Date thereof; and (ii) as
to any Revolving Credit LIBOR Rate Loan in respect of which the Interest Period
is (A) three (3) months or less, the last day of such Interest Period and (B)
more than three (3) months, the date that is three (3) months from the first day
of such Interest Period, each date that is three (3) months thereafter, and, in
addition, the last day of such Interest Period.

         INTEREST PERIOD. With respect to each Loan, (a) initially, the period
commencing on the Drawdown Date of such Loan and ending on the last day of one
of the following periods (as selected by the Borrower in a Completed Revolving
Credit Loan Request or as otherwise in accordance with the terms of this
Agreement): (i) for any Alternate Base Rate Loan, the last day of the calendar
month, (ii) for any Revolving Credit LIBOR Rate Loan, 1, 2, 3, 6, 9 or 12 months
(PROVIDED that (x) the Interest Period for Revolving Credit LIBOR Rate Loans may
be shorter than one (1) month in order to consolidate two (2) or more Revolving
Credit LIBOR Rate Loans and (y) the Interest Period for all Revolving Credit
LIBOR Rate Loans shall be one (1) month until the earlier of ninety (90) days
after the Closing Date or the date on which the Arrangers complete the
syndication of the Total Commitment, as evidenced by written notice from the
Arrangers to the Borrower as to such completion), (iii) for any Absolute
Competitive Bid Loan, a market period not to extend beyond the Maturity Date,
and (iv) for any LIBOR Competitive Bid Loan, 1, 2, 3, 6, 9 or 12 months; and (b)
thereafter, each period commencing at the end of the last day of the immediately
preceding Interest Period applicable to such Loan and ending on the last day of
the applicable period set forth in (a) above as selected by the Borrower in a
Conversion Request or as otherwise in accordance with this Agreement; PROVIDED
that all of the foregoing provisions relating to Interest Periods are subject to
the following:


<PAGE>
                                       -15-


                  (A) if any Interest Period with respect to a Alternate Base
         Rate Loan would end on a day that is not a Business Day, that Interest
         Period shall end on the next succeeding Business Day;

                  (B) if any Interest Period with respect to a LIBOR Rate Loan
         would otherwise end on a day that is not a Business Day, that Interest
         Period shall be extended to the next succeeding Business Day unless the
         result of such extension would be to carry such Interest Period into
         another calendar month, in which event such Interest Period shall end
         on the immediately preceding Business Day;

                  (C) if the Borrower shall fail to give a Conversion Request as
         provided in Section 2.6, the Borrower shall be deemed to have requested
         a continuation of the affected Revolving Credit LIBOR Rate Loan as a
         Revolving Credit LIBOR Rate Loan with an Interest Period of one (1)
         month on the last day of the then current Interest Period with respect
         thereto, other than during the continuance of a Default or an Event of
         Default;

                  (D) any Interest Period relating to any LIBOR Rate Loan that
         begins on the last Business Day of a calendar month (or on a day for
         which there is no numerically corresponding day in the calendar month
         at the end of such Interest Period) shall, subject to subparagraph (E)
         below, end on the last Business Day of a calendar month; and

                  (E) any Interest Period that would otherwise extend beyond the
         Maturity Date shall end on the Maturity Date.

         INVESTMENT GRADE CREDIT RATING. A long-term unsecured, non-credit
enhanced debt rating (a) from Moody's of Baa3 or higher, (b) from S&P of BBB- or
higher, or (c) from a Third Rating Agency of the Baa3/BBB- equivalent or higher.

         INVESTMENTS. All expenditures made and all liabilities incurred
(contingently or otherwise, but without double-counting): (i) for the
acquisition of stock, partnership or other equity interests or Indebtedness of,
or for loans, advances, capital contributions or transfers of property to, any
Person; and (ii) for the acquisition of any other obligations of any Person. In
determining the aggregate amount of Investments outstanding at any particular
time: (a) there shall be included as an Investment all interest accrued with
respect to Indebtedness constituting an Investment unless and until such
interest is paid; (b) there shall be deducted in respect of each such Investment
any amount received as a return of capital (but only by repurchase, redemption,
retirement,

<PAGE>
                                       -16-

repayment, liquidating dividend or liquidating distribution); (c) there shall
not be deducted in respect of any Investment any amounts received as earnings
on such Investment, whether as dividends, interest or otherwise, except that
accrued interest included as provided in the foregoing clause (a) may be
deducted when paid; and (d) there shall not be deducted from the aggregate
amount of Investments any decrease in the value thereof.

         LEASES. Leases, licenses and agreements, whether written or oral,
relating to the use or occupation of space in or on the Buildings or on the Real
Estate by persons other than the Borrower, its Subsidiaries or any
Partially-Owned Entity, PROVIDED that "Leases" shall include any such lease,
license or other such agreement with a Partially-Owned Entity if such lease,
license or other agreement is at a market level rent and related tenant charges,
which are required to be paid monthly or, in the case of non-rent tenant
charges, when usually and customarily required to be paid by other tenants of
the same Real Estate (and at least annually).

         LENDERS. Collectively, the Administrative Agent, any other lenders
which may provide additional commitments and become parties to this Agreement,
and any other Person who becomes an assignee of any rights of a Lender pursuant
to Section 18 or a Person who acquires all or substantially all of the stock or
assets of a Lender.

         LETTER OF CREDIT.  See Section 3.1.1.

         LETTER OF CREDIT APPLICATION.  See Section 3.1.1.

         LETTER OF CREDIT FEE.  See Section 3.6.

         LETTER OF CREDIT PARTICIPATION.  See Section 3.1.4.

         LIBOR BREAKAGE COSTS. With respect to any LIBOR Rate Loan to be prepaid
or not drawn after elected, or converted prior to the last day of the applicable
Interest Period, a prepayment "breakage" fee in an amount determined by the
Administrative Agent in the following manner:

                  (i) First, the Administrative Agent shall determine the amount
         by which (a) the total amount of interest which would have otherwise
         accrued hereunder on each installment of principal prepaid or not so
         drawn, during the period beginning on the date of such prepayment or
         failure to draw and ending on the last day of the applicable LIBOR Rate
         Loan Interest Period (the "REEMPLOYMENT PERIOD"), exceeds (b) the total
         amount of interest which would accrue, during the Reemployment Period,
         on any readily marketable bond or other obligation of the United States
         of

<PAGE>
                                       -17-

         America designated by the Administrative Agent in its sole discretion
         at or about the time of such payment, such bond or other obligation of
         the United States of America to be in an amount equal (as nearly as
         may be) to the amount of principal so paid or not drawn after elected
         and to have maturity at the end of the Reemployment Period, and the
         interest to accrue thereon to take account of amortization of any
         discount from par or accretion of premium above par at which the same
         is selling at the time of designation. Each such amount is hereinafter
         referred to as an "INSTALLMENT AMOUNT".

                  (ii) Second, each Installment Amount shall be treated as
         payable on the last day of the LIBOR Rate Loan Interest Period which
         would have been applicable had such principal installment not been
         prepaid or not borrowed.

                  (iii) Third, the amount to be paid on each such breakage date
         shall be the present value of the Installment Amount determined by
         discounting the amount thereof from the date on which such Installment
         Amount is to be treated as payable, at the same yield to maturity as
         that payable upon the bond or other obligation of the United States of
         America designated as aforesaid by the Administrative Agent.

         If by reason of an Event of Default the Administrative Agent elects to
declare a LIBOR Rate Loan to be immediately due and payable, then any breakage
fee with respect to such LIBOR Rate Loan shall become due and payable in the
same manner as though the Borrower had exercised such right of prepayment.

         LIBOR BUSINESS DAY. Any day on which commercial banks are open for
international business (including dealings in Dollar deposits) in London.

         LIBOR COMPETITIVE BID LOAN(S).  See Section 2A.3(a).

         LIBOR RATE. For any Interest Period with respect to a LIBOR Rate Loan,
the rate of interest per annum (rounded upward, if necessary, to the nearest
1/16 of one percent) as determined on the basis of the offered rates for
deposits in Dollars for a period of time comparable to such Interest Period
which appears on the Telerate page 3750 (or such other page as may replace that
page on the Telerate service) as of 11:00 a.m. London time on the date that is
two (2) LIBOR Business Days prior to the beginning of such Interest Period;
PROVIDED, HOWEVER, if the rate described above does not appear on the Telerate
System on any applicable interest determination date, the LIBOR Rate shall be
the rate (rounded upwards as described above, if necessary) for deposits in
Dollars for a period of time substantially equal to the Interest Period which
appears on the

<PAGE>
                                       -18-

Reuters Page "LIBO" (or such other page as may replace the LIBO Page on that
service for the purpose of displaying such rates), as of 11:00 a.m. London
time on the date that is two (2) LIBOR Business Days prior to the beginning
of such Interest Period.

         If both the Telerate and Reuters systems are unavailable, then the rate
for that date will be determined on the basis of the offered rates for deposits
in Dollars for a period of time comparable to the Interest Period which are
offered by four major banks in the London interbank market at approximately
11:00 a.m. London time on the date that is two (2) LIBOR Business Days prior to
the beginning of such Interest Period. The principal London office of each of
the four major London banks will be requested to provide a quotation of its
Dollar deposit offered rate. If at least two such quotations are provided, the
rate for that date will be the arithmetic mean of the quotations. If fewer than
two quotations are provided as requested, the rate for that date will be
determined on the basis of the rates quoted for loans in Dollars to leading
European banks for a period of time comparable to the Interest Period by major
banks in New York City at approximately 11:00 a.m. New York City time on the
date that is two (2) LIBOR Business Days prior to the beginning of such Interest
Period. In the event that the Administrative Agent is unable to obtain any
quotation as provided above, it will be deemed that the LIBOR Rate cannot be
determined.

         In the event that the Board of Governors of the Federal Reserve System
shall impose a reserve requirement with respect to LIBOR deposits of the
Lenders, then for any period during which such reserve requirement shall apply,
the LIBOR Rate shall be equal to the amount determined above divided by an
amount equal to one (1.00) minus the Eurocurrency Reserve Rate.

         LIBOR RATE LOAN(S). Loans bearing interest calculated by reference to
the LIBOR Rate.

         LIEN.  See Section 8.2.

         LOAN DOCUMENTS. Collectively, this Agreement, the Letter of Credit
Applications, the Letters of Credit, the Notes, the Guaranties, and any and all
other agreements, instruments or documents now or hereafter identified thereon
as a "Loan Document" under this Agreement, and all schedules, exhibits and
annexes hereto or thereto, as the same may from time to time be amended and in
effect.

         LOANS.  The Revolving Credit Loans and the Competitive Bid Loans.

         MAJORITY LENDERS. As of any date, the Lenders whose aggregate
Commitments constitute at least fifty-one percent (51%) of the Total

<PAGE>
                                       -19-

Commitment, but in no event fewer than two Lenders if there are three or more
Lenders; PROVIDED that if the Total Commitment has been terminated by the
Lenders and no Revolving Credit Loans or Letters of Credit are outstanding,
the Majority Lenders shall be the Lenders holding fifty-one percent (51%) of
the outstanding principal amount of Competitive Bid Loans on such date.

         MATERIAL ADVERSE EFFECT. Any event or occurrence of whatever nature
which: (a) has a material adverse effect on the business, properties, operations
or financial condition of (i) the Borrower or (ii) MCRC or (iii) the Borrower,
the Guarantors and their respective Subsidiaries, taken as a whole, (b) has a
material adverse effect on the ability of the Borrower or any Guarantor to
perform its payment and other material obligations under any of the Loan
Documents, or (c) causes a material impairment of the validity or enforceability
of any of the Loan Documents or any material impairment of the rights, remedies
and benefits available to the Administrative Agent and the Lenders under any of
the Loan Documents.

         MATURITY DATE. June 22, 2003, or such earlier date on which the Loans
shall become due and payable pursuant to the terms thereof. The Borrower may, by
notice to the Administrative Agent given at least one hundred twenty (120) days
prior to the Maturity Date, extend the Maturity Date for one (1) year, PROVIDED
that no Default or Event of Default shall have occurred and be continuing and
that the Borrower pay an aggregate extension fee equal to 0.25% of the then
existing Total Commitment.

         MAXIMUM DRAWING AMOUNT. The maximum aggregate amount that the
beneficiaries may at any time draw under outstanding Letters of Credit, as such
maximum aggregate amount may be reduced from time to time pursuant to the terms
of the Letters of Credit.

         MCRC GUARANTY. The Guaranty reaffirmed as of the date hereof made by
MCRC in favor of the Administrative Agent and the Lenders pursuant to which MCRC
guarantees to the Administrative Agent and the Lenders the unconditional payment
and performance of the Obligations.

         MOODY'S.  Moody's Investors Service, Inc., and its successors.

         MULTIEMPLOYER PLAN. Any multiemployer plan within the meaning of
Section 3(37) of ERISA maintained or contributed to by the Borrower or any
Guarantor as the case may be or any ERISA Affiliate.

         NON-MATERIAL BREACH. A (i) breach of a representation or warranty or
covenant contained in Section 6 or Section 7 (other than Section 7.1), (ii) a
breach of any other representation or warranty or covenant as to which such term
"Non-Material

<PAGE>
                                       -20-

Breach" is specifically applied, or (iii) a Permitted Event; but only to the
extent any such breach under (i) or (ii) or an event under (iii) (other than
Section 7.1), neither (A) singularly or in conjunction with any other
existing breaches or (iii) events, materially adversely affect the business,
properties or financial condition of (x) MCRC; (y) MCRLP; or (z) the
Borrower, the Guarantors and their Subsidiaries, taken as whole nor (B)
singularly or in conjunction with any other existing breaches or (iii)
events, materially adversely affect the ability of (x) MCRC; (y) MCRLP; or
(z) the Borrower, the Guarantors and their Subsidiaries, taken as a whole, to
fulfill the obligations to the Lenders under the Loans (including, without
limitation, the repayment of all amounts outstanding under the Loans,
together with interest and charges thereon, when first due) nor (C) has been
identified in this Agreement specifically as a matter that does not
constitute a Non-Material Breach. During the continuance of any Permitted
Event, the Real Estate (including Unencumbered Property) and other assets of
any affected Guarantor shall be excluded from asset (but not liability) and
income (but not loss) calculation under Section 9 which exclusions shall be
evidenced in all compliance certificates provided as required by this
Agreement.

         A breach or event which may constitute a Non-Material Breach shall be
identified when first known to the Borrower, any Guarantor or Subsidiary on the
next compliance certificate required to be delivered to the Lenders pursuant to
the terms of this Agreement; PROVIDED that the identification of such breach or
event as a Non-Material Breach by the Borrower, any Guarantor or any Subsidiary
shall not be binding on the Lenders.

         NOTES.  The Revolving Credit Notes and the Competitive Bid Notes.

         OBLIGATIONS. All indebtedness, obligations and liabilities of the
Borrower and its Subsidiaries to any of the Lenders and the Administrative
Agent, individually or collectively, under this Agreement or any of the other
Loan Documents or in respect of any of the Loans or the Notes or Reimbursement
Obligations incurred or the Letter of Credit Applications or the Letters of
Credit or other instruments at any time evidencing any thereof, whether existing
on the date of this Agreement or arising or incurred hereafter, direct or
indirect, joint or several, absolute or contingent, matured or unmatured,
liquidated or unliquidated, secured or unsecured, arising by contract, operation
of law or otherwise.

         OPERATING SUBSIDIARIES. Those Subsidiaries of the Borrower that, at any
time of reference, provide management, construction, design or other services
(excluding any such Subsidiary which may provide any such services which are
only incidental to that Subsidiary's ownership of one or more Real Estate), and
any successors or assigns of their respective businesses and/or assets which are
Subsidiaries of the Borrower or the Guarantors.


<PAGE>
                                       -21-

         OPPORTUNITY FUND. An investment made by the Borrower, any Guarantor or
any Subsidiary which has been or is designated at the time of investment by the
Borrower from time to time as an "Opportunity Fund" (including an investment
company); PROVIDED that (a) such investment would not jeopardize MCRC's status
as a REIT, (b) subject to the next sentence, such investment is Without Recourse
to the Person making such investment and the liability of the Person making such
investment is limited solely (including in any insolvency proceeding affecting
such Person) to the amount so invested, (c) if the Person making such investment
exercises any management or control responsibilities, such management and/or
control shall be exercised through a so-called "bankruptcy-remote entity" and
(d) such investment complies with the requirements of Section 9.8(b) hereof.
Notwithstanding anything contained in the foregoing definition to the contrary,
an investment may still be an Opportunity Fund if it provides for (i) guaranties
of completion, (ii) guaranties of payment (which shall be included in
Consolidated Total Liabilities), (iii) environmental guaranties and indemnities,
and/or (iv) other typical recourse carve-outs from otherwise long-term,
non-recourse debt, such as for fraud, waste, misappropriation of proceeds and
material misrepresentations.

         ORIGINAL AGREEMENT.  As defined in the recitals.

         PARTIALLY-OWNED ENTITY(IES). Any of the partnerships, joint ventures
and other entities owning real estate assets (other than an Opportunity Fund) in
which MCRLP and/or MCRC collectively, directly or indirectly through its full or
partial ownership of another entity, own less than 100% of the equity interests,
whether or not such entity is required in accordance with GAAP to be
consolidated with MCRLP for financial reporting purposes.

         PBGC. The Pension Benefit Guaranty Corporation created by Section 4002
of ERISA and any successor entity or entities having similar responsibilities.

         PERMITS. All governmental permits, licenses, and approvals necessary
for the lawful operation and maintenance of the Real Estate.

         PERMITTED EVENT. The exclusion of a Guarantor (other than MCRC) or any
other Subsidiary or Operating Subsidiary as a Credit Party by the Borrower
solely for the purposes of the proceedings of a bankruptcy filed by or against
such Person and involving for all creditors of such bankruptcy a total
Indebtedness which is in an amount permitted within Section 12.1(f)(i)
cumulatively with any other then pending Permitted Event or other matter
affecting Section 12.1(f)(i). For purposes of a Permitted Event, the term
"bankruptcy" shall include all actions or proceedings described in Section
12.1(g) or Section 12.1(h). The Borrower may exercise the provisions of Section
12.1 (last paragraph) for Permitted

<PAGE>
                                       -22-

Event(s) provided such exercise shall not allow for a breach of the
limitation on Permitted Events relating to Section 12.1(f)(i) or otherwise
cause a Default or Event of Default.

         PERMITTED LIENS. Liens, security interests and other encumbrances
permitted by Section 8.2.

         PERSON. Any individual, corporation, partnership, trust, unincorporated
association, business, or other legal entity, and any government (or any
governmental agency or political subdivision thereof).

         PROJECT COSTS. With respect to Construction-In-Process, the actual
project cost of such Construction-In-Process shown on schedules submitted to the
Administrative Agent from time to time; PROVIDED that for
Construction-In-Process owned by any Partially-Owned Entity, the Project Cost of
such Construction-In-Process shall be the Borrower's or its subsidiaries'
pro-rata share of the actual project cost of such Construction-In-Process (based
on the greater of (x) the Borrower's or its subsidiaries' percentage equity
interest in such Partially-Owned Entity or (y) the Borrower's or its
subsidiaries' obligation to provide, or liability for providing, funds to such
Partially-Owned Entity).

         PSC. Prudential Securities Credit Corporation, and its successors and
assigns.

         PUBLIC DEBT. Unsecured Indebtedness, not subordinated to the
Obligations (or to the holders thereof), issued by the Borrower and which is
either (a) in offerings registered under the Securities Act of 1933, as amended,
or in transactions exempt from registration pursuant to rule 144A or Regulation
B thereunder or listed on non-U.S. securities exchanges or (b) pursuant to the
Indenture dated as of March 16, 1999 by and between the Borrower, MCRC and
Wilmington Trust Company, a Delaware banking corporation as trustee (the
"Trustee"), as supplemented by Supplemental Indenture No. 1 dated as of the same
date between the Borrower and the Trustee, and by Supplemental Indenture No. 2
dated as of August 2, 1999 between the Borrower and the Trustee, and as the
Indenture may be further supplemented and/or amended from time to time.

         RCRA.  See Section 6.18.

         REAL ESTATE. The fixed and tangible properties consisting of land,
buildings and/or other improvements owned or ground-leased as a lessee by the
Borrower, by any Guarantor or by any other entity in which the Borrower is the
holder of an equity interest at the relevant time of reference thereto,
including, without limitation, (i) the Unencumbered Properties at such time of
reference,

<PAGE>
                                       -23-

and (ii) the real estate assets owned or ground-leased as a lessee by
each of the Partially-Owned Entities at such time of reference.

         RECORD. The grid attached to any Note, or the continuation of such
grid, or any other similar record, including computer records, maintained by any
Lender with respect to any Loan.

         RECOURSE. With reference to any obligation or liability, any liability
or obligation that is not Without Recourse to the obligor thereunder, directly
or indirectly. For purposes hereof, a Person shall not be deemed to be
"indirectly" liable for the liabilities or obligations of an obligor solely by
reason of the fact that such Person has an ownership interest in such obligor,
PROVIDED that such Person is not otherwise legally liable, directly or
indirectly, for such obligor's liabilities or obligations (e.g., by reason of a
guaranty or contribution obligation, by operation of law or by reason of such
Person's being a general partner of such obligor).

         REIMBURSEMENT OBLIGATION. The Borrower's obligation to reimburse the
Lenders and the Administrative Agent and the Fronting Bank on account of any
drawing under any Letter of Credit as provided in Section 3.2. Notwithstanding
the foregoing, unless the Borrower shall notify the Administrative Agent of its
intent to repay the Reimbursement Obligation on the date of the related drawing
under any Letter of Credit as provided in Section 3.2, such Reimbursement
Obligation shall simultaneously with such drawing be converted to and become a
Alternate Base Rate Loan as set forth in Section 3.3.

         REIT. A "real estate investment trust", as such term is defined in
Section 856 of the Code.

         RELEASE.  See Section 6.18(c)(iii).

         REQUIRED LENDERS. As of any date, the Lenders whose aggregate
Commitments constitute at least sixty-six and two-thirds percent (66-2/3%) of
the Total Commitment; PROVIDED that if the Total Commitment has been terminated
by the Lenders and no Revolving Credit Loans or Letters of Credit are
outstanding, the Required Lenders shall be the Lenders holding sixty-six and
two-thirds percent (66-2/3%) of the outstanding principal amount of the
Competitive Bid Loans on such date.

         REVISED ADJUSTED UNENCUMBERED PROPERTY NOI. With respect to any fiscal
period for any Unencumbered Property, Adjusted Unencumbered Property NOI for
such Unencumbered Property for such period; MINUS (a) interest income relating
to such Unencumbered Property and (b) a management fee reserve in an amount
equal to three percent (3%) of total revenue (after deduction of

<PAGE>
                                       -24-

interest income of such Unencumbered Property for such period); PLUS (i)
actual general and administrative expenses to the extent included in Adjusted
Unencumbered Property NOI relating to such Unencumbered Property for such
period and (ii) actual management fees relating to such Unencumbered Property
for such period.

         REVISED CONSOLIDATED ADJUSTED NET INCOME. For any period, Consolidated
Adjusted Net Income for such period; MINUS (a) interest income and (b) a
management fee reserve in an amount equal to three percent (3%) of consolidated
total revenue (after deduction of interest income of MCRC, the Borrower and
their respective Subsidiaries for such period), PLUS (i) actual general and
administrative expenses for such period to the extent included in Consolidated
Adjusted Net Income and (ii) actual management fees relating to Real Estate for
such period.

         REVOLVING CREDIT LIBOR RATE LOAN. A Revolving Credit Loan which is a
LIBOR Rate Loan.

         REVOLVING CREDIT LOAN(S). Each and every revolving credit loan made or
to be made by the Lenders to the Borrower pursuant to Section 2.

         REVOLVING CREDIT NOTES. Collectively, the separate promissory notes of
the Borrower in favor of each Lender in substantially the form of EXHIBIT A
hereto, in the aggregate principal amount of the Total Commitment, dated as of
the date hereof or as of such later date as any Person becomes a Lender under
this Agreement, and completed with appropriate insertions, as each of such notes
may be amended and/or restated from time to time.

         REVOLVING CREDIT NOTE RECORD. A Record with respect to the Revolving
Credit Notes.

         S&P. Standard & Poor's Ratings Group, a division of McGraw-Hill, Inc.,
and its successors.

         SARA.  See Section 6.18.

         SEC FILINGS. Collectively, (a) the MCRC's Annual Report on Forms 10-K
and 10-K/A for the year ended December 31, 1999, filed with the Securities and
Exchange Commission (the "SEC") pursuant to the Securities and Exchange Act of
1934, as amended (the "EXCHANGE ACT"), and (b) MCRC's Quarterly Report on Form
10-Q for the fiscal quarter ended March 31, 2000 filed with the SEC pursuant to
the Exchange Act.


<PAGE>
                                       -25-

         SUBSIDIARY. Any entity required to be consolidated with its direct or
indirect parent in accordance with GAAP.

         SUBSIDIARY. Any corporation, association, partnership, trust, or other
business entity of which the designated parent shall at any time own directly,
or indirectly through a Subsidiary or Subsidiaries, at least a majority (by
number of votes or controlling interests) of the outstanding voting interests or
at least a majority of the economic interests (including, in any case, the
Operating Subsidiaries and any entity required to be consolidated with its
designated parent in accordance with GAAP).

         SUBSIDIARY GUARANTOR. Any Guarantor other than MCRC. The Subsidiary
Guarantors on the Closing Date are listed on SCHEDULE SG hereto.

         SUBSIDIARY GUARANTY. Each Guaranty made from time to time by a
Subsidiary Guarantor in favor of the Administrative Agent and the Lenders in
substantially the form of EXHIBIT B hereto, pursuant to which such Subsidiary
Guarantor guarantees the unconditional payment and performance of the
Obligations, as the same shall have been reaffirmed in accordance with Section
10.10 hereof for Subsidiary Guaranties executed prior to the date hereof.

         SUBSIDIARY GUARANTY PROCEEDS.  See Section 5.2.

         SYNDICATION AGENT.  Fleet National Bank.

         SYNTHETIC LEASE. Any lease which is treated as an operating lease under
GAAP and as a loan or financing for U.S. income tax purposes.

         THIRD DEBT RATING. MCRLP's long term unsecured debt rating from a Third
Rating Agency.

         THIRD RATING AGENCY. Duff & Phelps, Fitch's or another
nationally-recognized rating agency (other than S&P or Moody's) reasonably
satisfactory to the Administrative Agent.

         TITLE POLICIES. For each Unencumbered Property, an ALTA standard form
title policy (or, if such form is not available, an equivalent form of title
insurance policy) of a reasonably current date or endorsed down to a reasonably
current date issued by a nationally-recognized title insurance company, insuring
that the Borrower or a Subsidiary Guarantor holds good and clear marketable fee
simple or leasehold title to such Unencumbered Property, subject only to
Permitted Liens.


<PAGE>
                                       -26-

         TOTAL COMMITMENT. As of any date, the sum of the then-current
Commitments of the Lenders, which shall not at any time exceed $800,000,000,
except as such amount may be increased pursuant to Section 2.2 hereof or reduced
pursuant to Section 2.10 hereof.

         TYPE.  As to any Revolving Credit Loan, its nature as a Alternate
Base Rate Loan or a LIBOR Rate Loan.

         UNANIMOUS LENDER APPROVAL.  The written consent of each Lender that
is a party to this Agreement at the time of reference.

         UNENCUMBERED PROPERTY. Any Real Estate located in the United States
that on any date of determination: (a) is not subject to any Liens (including
any such Lien imposed by the organizational documents of the owner of such
asset, but excluding Permitted Liens), (b) is not the subject of a Disqualifying
Environmental Event, (c) has been improved with a Building or Buildings which
(1) have been issued a certificate of occupancy (where available) or is
otherwise lawfully occupied for its intended use, and (2) are fully operational,
including in each case, an Unencumbered Property that is being renovated and
such renovation is proceeding to completion without undue delay from Permit
denial, construction delays or otherwise, (d) is not in violation of the
covenant set forth in Section 7.9 hereof, and (e) is wholly owned or
ground-leased under an Eligible Ground Lease by the Borrower or a Guarantor that
is a wholly-owned Subsidiary and has not been the subject of an event or
occurrence that has had a Material Adverse Effect on such Guarantor

         UNIFORM CUSTOMS. With respect to any Letter of Credit, the Uniform
Customs and Practice for Documentary Credits (1993 Revision), International
Chamber of Commerce Publication No. 500, or any successor version thereof
adopted by the Administrative Agent in the ordinary course of its business as a
letter of credit issuer and in effect at the time of issuance of such Letter of
Credit.

         UNIMPROVED NON-INCOME PRODUCING LAND. Any Real Estate consisting of raw
land which is unimproved by Buildings and does not generate any rental income or
other income for MCRC or the Borrower or any of their respective Subsidiaries.

         UNRESTRICTED CASH AND CASH EQUIVALENTS. As of any date of
determination, the sum of (a) the aggregate amount of unrestricted cash then
held by the Borrower or any of its Subsidiaries and (b) the aggregate amount of
unrestricted cash equivalents (valued at fair market value) then held by the
Borrower or any of its Subsidiaries. As used in this definition, (i)
"unrestricted" means the specified asset is not subject to any Liens in favor of
any Person and

<PAGE>
                                       -27-

(ii) "cash equivalents" includes overnight deposits and also means that such
asset has a liquid, par value in cash and is convertible to cash within 3
months. Notwithstanding anything contained herein to the contrary, the term
Unrestricted Cash and Cash Equivalents shall not include the Commitments of
the Lenders to make Loans under this Agreement or any other commitments from
which the access to such cash or cash equivalents would create Indebtedness.

         UNSECURED INDEBTEDNESS.  All Indebtedness of any Person that is not
secured by a Lien on any asset of such Person.

         UPFRONT FEE.  See Section 2.4(e).

         WHOLLY-OWNED SUBSIDIARY. Any Subsidiary (a) of which MCRLP and/or MCRC
shall at any time own directly or indirectly through a Subsidiary or
Subsidiaries at least a controlling majority (by number of votes or controlling
interests) of the outstanding voting interests and one hundred percent (100%) of
the economic interests, of which at least ninety-five percent (95%) of the
economic interests shall be owned by MCRLP and (b) of which MCRC directly or
indirectly (through wholly-owned Subsidiaries) acts as sole general partner or
managing member; PROVIDED that the Subsidiary Guarantors shall be wholly-owned
Subsidiaries.

         "WITHOUT RECOURSE" or "WITHOUT RECOURSE". With reference to any
obligation or liability, any obligation or liability for which the obligor
thereunder is not liable or obligated other than as to its interest in a
designated Real Estate or other specifically identified asset only, subject to
such limited exceptions to the non-recourse nature of such obligation or
liability, such as fraud, misappropriation, misapplication and environmental
indemnities, as are usual and customary in like transactions involving
institutional lenders at the time of the incurrence of such obligation or
liability.

         Section 1.2 RULES OF INTERPRETATION.

                 (i)       A reference to any document or agreement shall
         include such document or agreement as amended, modified or
         supplemented from time to time in accordance with its terms (and so
         amended, modified or supplemented in accordance with this Agreement)
         or the terms of this Agreement.

                 (ii)      The singular includes the plural and the plural
         includes the singular.


<PAGE>
                                       -28-

                 (iii)     A reference to any law includes any amendment or
         modification to such law.

                 (iv)      A reference to any Person includes its permitted
         successors and permitted assigns.

                 (v)       Accounting terms (a) not otherwise defined herein
         have the meanings assigned to them by GAAP applied on a consistent
         basis by the accounting entity to which they refer and (b) shall not
         provide for double counting of items included within such term.

                 (vi)      The words "include", "includes" and "including"
         are not limiting.

                 (vii)     All terms not specifically defined herein or by GAAP,
         which terms are defined in the Uniform Commercial Code as in effect in
         New York, have the meanings assigned to them therein.

                 (viii)    Reference to a particular "Section" refers to that
         Section of this Agreement unless otherwise indicated.

                 (ix)      The words "herein", "hereof", "hereunder" and words
         of like import shall refer to this Agreement as a whole and not to any
         particular Section or subdivision of this Agreement.

                 (x)       Any provision granting any right to the Borrower or
         any Guarantor during the continuance of (a) an Event of Default shall
         not modify, limit, waive or estopp the rights of the Lenders during the
         continuance of such Event of Default, including the rights of the
         Lenders to accelerate the Loans under Section 12.1 and the rights of
         the Lenders under Sections 12.2 or 12.3, or (b) a Default, shall not
         extend the time for curing same or modify any otherwise applicable
         notice regarding same.

                 (xi)      As applied to Real Estate, the word "owns" includes
         the ownership of the fee interest in such Real Estate or the tenant's
         interest in a ground lease of such Real Estate.

         Section 2.   THE REVOLVING CREDIT FACILITY.

         Section 2.1. COMMITMENT TO LEND. Subject to the provisions of
Section 2.5 and the other terms and conditions set forth in this Agreement, each
of the Lenders severally agrees to lend to the Borrower and the Borrower may
borrow, repay, and reborrow from each Lender from time to time from the Closing
Date up to but not including the Maturity Date upon notice by the Borrower to
the

<PAGE>
                                       -29-

Administrative Agent given in accordance with Section 2.5 hereof, such sums
as are requested by the Borrower up to a maximum aggregate principal amount
outstanding (after giving effect to all amounts requested) at any one time
equal to such Lender's Commitment minus such Lender's Commitment Percentage
of the Maximum Drawing Amount; PROVIDED that the sum of the outstanding
amount of the Revolving Credit Loans (after giving effect to all amounts
requested) and the Competitive Bid Loans PLUS the Maximum Drawing Amount
shall not at any time exceed the Total Commitment in effect at such time.

         The Revolving Credit Loans shall be made pro rata in accordance with
each Lender's Commitment Percentage. Each request for a Revolving Credit Loan
made pursuant to Section 2.5 hereof shall constitute a representation and
warranty by the Borrower that the conditions set forth in Section 10 have been
satisfied as of the Closing Date and that the conditions set forth in Section 11
have been satisfied on the date of such request and will be satisfied on the
proposed Drawdown Date of the requested Revolving Credit Loan, PROVIDED that the
making of such representation and warranty by the Borrower shall not limit the
right of any Lender not to lend if such conditions have not been met. No
Revolving Credit Loan shall be required to be made by any Lender unless all of
the conditions contained in Section 10 have been satisfied as of the Closing
Date and all of the conditions set forth in Section 11 have been met at the time
of any request for a Revolving Credit Loan. Notwithstanding the foregoing, the
Borrower shall be able to borrow under this Agreement during the occurrence of a
Default or an Event of Default arising solely from the Borrower's failure to
comply with the provisions of Section 7.22 if such borrowing is to cure, and
will cure, such Default or Event of Default without causing any other Default or
Event of Default.

         Section 2.2. INCREASE OF TOTAL COMMITMENT. Unless a Default or an
Event of Default has occurred and is continuing, the Borrower, by written notice
to the Administrative Agent, may request on up to four (4) occasions during the
term of this Agreement that the Total Commitment be increased by an amount not
less than $25,000,000 per request and not more than $200,000,000 in the
aggregate (such that the Total Commitment after such increase shall never exceed
$1,000,000,000); PROVIDED that for any such request (a) the Borrower shall not
have requested the one-year extension of the Maturity Date pursuant to the
definition thereof, (b) any Lender which is a party to this Agreement prior to
such request for increase, at its sole discretion, may elect to increase its
Commitment but shall not have any obligation to so increase its Commitment, and
(c) in the event that each Lender does not elect to increase its Commitment, the
Arrangers shall use commercially reasonable efforts to locate additional lenders
willing to hold commitments for the requested increase, and the Borrower may
also identify additional lenders willing to hold commitments for the requested
increase, PROVIDED that the Administrative Agent shall have the right to approve
any such additional lender, which approval will not be

<PAGE>
                                       -30-

unreasonably withheld or delayed. In the event that lenders commit to any
such increase, the Total Commitment and the Commitments of the committed
Lenders shall be increased, the Commitment Percentages of the Lenders shall
be adjusted, new Notes shall be issued, the Borrower shall make such
borrowings and repayments as shall be necessary to effect the reallocation of
the Commitments, and other changes shall be made to the Loan Documents as may
be necessary to reflect the aggregate amount, if any, by which Lenders have
agreed to increase their respective Commitments or make new Commitments in
response to the Borrower's request for an increase in the Total Commitment
pursuant to this Section 2.2, in each case without the consent of the Lenders
other than those Lenders increasing their Commitments. The fees payable by
the Borrower upon any such increase in the Total Commitment shall be agreed
upon by the Arrangers and the Borrower at the time of such increase.

         Notwithstanding the foregoing, nothing in this Section 2.2 shall
constitute or be deemed to constitute an agreement by any Lender to increase its
Commitment hereunder.

         Section 2.3. THE REVOLVING CREDIT NOTES. The Revolving Credit Loans
shall be evidenced by the Revolving Credit Notes. Return and cancellation of
the "Notes" under the Original Agreement and issuance of initial Revolving
Credit Notes under this Agreement shall be governed by Section 27 hereof. A
Revolving Credit Note shall be payable to the order of each Lender in an
aggregate principal amount equal to such Lender's Commitment. The Borrower
irrevocably authorizes each Lender to make or cause to be made, at or about
the time of the Drawdown Date of any Revolving Credit Loan or at the time of
receipt of any payment of principal on such Lender's Revolving Credit Notes,
an appropriate notation on such Lender's Revolving Credit Note Record
reflecting the making of such Revolving Credit Loan or (as the case may be)
the receipt of such payment. The outstanding amount of the Revolving Credit
Loans set forth on such Lender's Revolving Credit Note Record shall be PRIMA
FACIE evidence of the principal amount thereof owing and unpaid to such
Lender, but the failure to record, or any error in so recording, any such
amount on such Lender's Revolving Credit Note Record shall not limit or
otherwise affect the obligations of the Borrower hereunder or under any
Revolving Credit Note to make payments of principal of or interest on any
Revolving Credit Note when due. The Administrative Agent hereby agrees to
provide the Borrower with a statement concerning the outstanding amount of
the Revolving Credit Loans, in reasonable detail, on a monthly basis.
Although each Revolving Credit Note shall be dated the Closing Date, interest
in respect thereof shall be payable only for the periods during which the
Revolving Credit Loans evidenced thereby to the Borrower are outstanding, and
although the stated amount of such Revolving Credit Notes shall be equal to
the Total Commitment as of the date hereof, such Revolving Credit Notes shall
be enforceable, with respect to

<PAGE>
                                       -31-

obligations of the Borrower to pay the principal amount thereof, only to the
extent of the unpaid principal amount of the Revolving Credit Loans to them
as of any date of determination.

         Section 2.4. INTEREST ON REVOLVING CREDIT LOANS; FEES.

                  (a) INTEREST ON ALTERNATE BASE RATE LOANS. Except as
otherwise provided in Section 4.9, each Alternate Base Rate Loan shall bear
interest for the period commencing with the Drawdown Date thereof and ending on
the last day of the Interest Period with respect thereto (unless earlier paid in
accordance with Section 2.9) at a rate equal to the Alternate Base Rate PLUS the
Applicable Margin for Alternate Base Rate Loans, if any.

                  (b) INTEREST ON REVOLVING CREDIT LIBOR RATE LOANS. Except
as otherwise provided in Section 4.9, each Revolving Credit LIBOR Rate Loan
shall bear interest for the period commencing with the Drawdown Date thereof and
ending on the last day of the Interest Period with respect thereto (unless
earlier paid in accordance with Section 2.9) at a rate equal to the LIBOR Rate
determined for such Interest Period PLUS the Applicable Margin for Revolving
Credit LIBOR Rate Loans.

                  (c) INTEREST PAYMENTS. The Borrower unconditionally
promises to pay interest on each Revolving Credit Loan in arrears on each
Interest Payment Date with respect thereto.

                  (d) ADVISORY AND STRUCTURING FEE. The Borrower agrees to
pay to the Administrative Agent, the Syndication Agent and the Arrangers that
certain fee (the "ADVISORY AND STRUCTURING FEE") as set forth in that certain
letter agreement dated as of April 25, 2000 between the Borrower, the
Administrative Agent, the Syndication Agent and the Arrangers (the "FEE
LETTER").

         (e)      UPFRONT FEE.  The Borrower agrees to pay to the
Administrative Agent on the Closing Date for the accounts of the Lenders in
accordance with their respective Commitment Percentages, a fee (the "UPFRONT
FEE") as set forth in the Fee Letter.

         (f)      FACILITY FEE. The Borrower agrees to pay to the Administrative
Agent, for the account of the Lenders based on their respective Commitment
Percentages, a fee (the "FACILITY FEE") which is a percentage per annum of the
Total Commitment and which varies based on the Borrower's debt ratings as set
forth in the following table:


<PAGE>
                                       -32-


<TABLE>
<CAPTION>
             S&P RATING              MOODY'S RATING             THIRD RATING         FACILITY FEE PERCENTAGE
             ----------              --------------             ------------         -----------------------
<S>                                <C>                     <C>                       <C>
       No rating or less than      No rating or less       No rating or less than             0.30%
                BBB-                   than Baa3            BBB-/Baa3 equivalent

                BBB-                      Baa3              BBB-/Baa3 equivalent              0.20%

                BBB                       Baa2              BBB/Baa2 equivalent               0.20%

                BBB+                      Baa1              BBB+/Baa1 equivalent              0.175%

            A- or higher              A3 or higher            A-/A3 equivalent                0.15%
                                                                 or higher
</TABLE>

         Such fee shall be payable quarterly, in arrears, on the fifteenth
(15th) day of each January, April, July, and October, or, if all of the
Commitments are terminated pursuant to the terms hereof, such fee shall be
prorated to such termination date from the last date of payment thereof.

         (g)      ADMINISTRATIVE FEE.  The Borrower shall pay to the
Administrative Agent a fee (the "ADMINISTRATIVE FEE") as set forth in the Fee
Letter.

         Section 2.5. REQUESTS FOR REVOLVING CREDIT LOANS.

         The following provisions shall apply to each request by the Borrower
for a Revolving Credit Loan:

                  (i)   The Borrower shall submit a Completed Revolving Credit
         Loan Request to the Administrative Agent as provided in this Section
         2.5. Except as otherwise provided herein, each Completed Revolving
         Credit Loan Request shall be in a minimum amount of $2,000,000 or an
         integral multiple of $500,000 in excess thereof. Each Completed
         Revolving Credit Loan Request shall be irrevocable and binding on the
         Borrower and shall obligate the Borrower to accept the Revolving Credit
         Loans requested from the Lenders on the proposed Drawdown Date, unless
         such Completed Revolving Credit Loan Request is withdrawn (x) in the
         case of a request for a Revolving Credit LIBOR Rate Loan, at least
         three (3) Business Days prior to the proposed Drawdown Date for such
         Revolving Credit Loan, and (y) in the case of a request for a Alternate
         Base Rate Loan, at least one (1) Business Day prior to the proposed
         Drawdown Date for such Revolving Credit Loan.

                  (ii)  Each Completed Revolving Credit Loan Request may be
         delivered by the Borrower to the Administrative Agent by 12:00 p.m.
         noon

<PAGE>
                                       -33-
         (New York City time) on any Business Day, and at least one (1)
         Business Day prior to the proposed Drawdown Date of any Alternate Base
         Rate Loan, and at least three (3) Business Days prior to the proposed
         Drawdown Date of any Revolving Credit LIBOR Rate Loan.

                  (iii) Each Completed Revolving Credit Loan Request shall
         include a completed writing in the form of EXHIBIT C hereto specifying:
         (1) the principal amount of the Revolving Credit Loan requested, (2)
         the proposed Drawdown Date of such Revolving Credit Loan, (3) the
         Interest Period applicable to such Revolving Credit Loan, and (4) the
         Type of such Revolving Credit Loan being requested.

                  (iv)  No Lender shall be obligated to fund any Revolving
         Credit Loan unless:

                        (a) a Completed Revolving Credit Loan Request has
                  been timely received by the Administrative Agent as provided
                  in subSection (i) above; and

                        (b) both before and after giving effect to the
                  Revolving Credit Loan to be made pursuant to the Completed
                  Revolving Credit Loan Request, all of the conditions contained
                  in Section 10 shall have been satisfied as of the Closing Date
                  and all of the conditions set forth in Section 11 shall have
                  been met, including, without limitation, the condition under
                  Section 11.1 that there be no Default or Event of Default
                  under this Agreement (PROVIDED that notwithstanding the
                  foregoing, the Borrower shall be able to borrow under this
                  Agreement during the occurrence of a Default or an Event of
                  Default arising solely from the Borrower's failure to comply
                  with the provisions of Section 7.22 if such borrowing is to
                  cure, and will cure, such Default or Event of Default without
                  causing any other Default or Event of Default); and

                           (c) the Administrative Agent shall have received a
                  certificate in the form of EXHIBIT D hereto signed by the
                  chief financial officer or treasurer or vice president of
                  finance or other thereon designated officer of the Borrower
                  setting forth computations evidencing compliance with the
                  covenants contained in Sections 9.1 and 9.6 on a PRO FORMA
                  basis after giving effect to such requested Revolving Credit
                  Loan (including, to the extent necessary to evidence
                  compliance thereunder, the estimated results for all Real
                  Estate to be acquired with the proceeds of such requested
                  Revolving Credit Loan), and, certifying that, both before and
                  after giving effect to such requested Revolving Credit Loan,
                  no Default or Event of Default exists or will exist under this
                  Agreement or any

<PAGE>
                                       -34-


                  other Loan Document (other than a Default or Event of Default
                  arising solely from the Borrower's failure to comply with
                  Section 7.22 as permitted in the proviso at the end of clause
                  (b) above), and that after taking into account such requested
                  Revolving Credit Loan, no Default or Event of Default will
                  exist as of the Drawdown Date or thereafter.

                  (v) The Administrative Agent will cause the Completed
         Revolving Credit Loan Request (and the Certificate in the form of
         EXHIBIT D) to be delivered to each Lender in accordance with Section
         14.12 and in any event on the same day that a Completed Revolving
         Credit Loan Request is received by the Administrative Agent (in the
         case of an Alternate Base Rate Loan) and on the same day or the
         Business Day following the day a Completed Revolving Credit Loan
         Request is received by the Administrative Agent (in the case of a
         Revolving Credit LIBOR Rate Loan).

         Section 2.6.       CONVERSION OPTIONS.

                  (a) The Borrower may elect from time to time by delivering a
Conversion Request in the form of EXHIBIT L to convert any outstanding Revolving
Credit Loan to a Revolving Credit Loan of another Type, PROVIDED that (i) with
respect to any such conversion of a Revolving Credit LIBOR Rate Loan to a
Alternate Base Rate Loan, the Borrower shall give the Administrative Agent at
least three (3) Business Days prior written notice of such election; (ii) with
respect to any such conversion of a Alternate Base Rate Loan to a Revolving
Credit LIBOR Rate Loan, the Borrower shall give the Administrative Agent at
least three (3) LIBOR Business Days prior written notice of such election; (iii)
with respect to any such conversion of a Revolving Credit LIBOR Rate Loan into a
Alternate Base Rate Loan, such conversion shall only be made on the last day of
the Interest Period with respect thereto unless the Borrower pays the related
LIBOR Breakage Costs at the time of such conversion and (iv) no Revolving Credit
Loan may be converted into a Revolving Credit LIBOR Rate Loan when any Default
or Event of Default has occurred and is continuing. All or any part of
outstanding Revolving Credit Loans of any Type may be converted into a Revolving
Credit Loan of another Type as provided herein, PROVIDED that any partial
conversion shall be in an aggregate principal amount of $2,000,000 or a integral
multiple of $500,000 in excess thereof. Each Conversion Request relating to the
conversion of a Alternate Base Rate Loan to a Revolving Credit LIBOR Rate Loan
shall be irrevocable by the Borrower.

                  (b) Any Revolving Credit Loan of any Type may be continued as
such upon the expiration of the Interest Period with respect thereto (i) in the
case of Alternate Base Rate Loans, automatically and (ii) in the case of


<PAGE>
                                     -35-


Revolving Credit LIBOR Rate Loans by compliance by the Borrower with the notice
provisions contained in Section 2.6(a) or (c); PROVIDED that no Revolving Credit
LIBOR Rate Loan may be continued as such when any Default or Event of Default
has occurred and is continuing but shall be automatically converted to a
Alternate Base Rate Loan on the last day of the first Interest Period relating
thereto ending during the continuance of any Default or Event of Default. The
Administrative Agent shall notify the Lenders promptly when any such automatic
conversion contemplated by this Section 2.6(b) is scheduled to occur.

                  (c) In the event that the Borrower does not notify the
Administrative Agent of its election hereunder with respect to the
continuation of any Revolving Credit LIBOR Rate Loan as such, the affected
Revolving Credit LIBOR Rate Loan shall automatically be continued as a
Revolving Credit LIBOR Rate Loan with an Interest Period of one (1) month at
the end of the applicable Interest Period other than during the continuance
of a Default or Event of Default, in which case it will be continued as a
Alternate Base Rate Loan at the end of the applicable Interest Period. In
such event, the Borrower shall be deemed to have requested a Revolving Credit
LIBOR Rate Loan hereunder and shall be subject to all provisions of this
Agreement relating to LIBOR Rate Loans, including, without limitation, those
set forth in Sections 4.5, 4.6, and 4.8 hereof.

                  (d) The Borrower may not request or elect a Revolving Credit
LIBOR Rate Loan pursuant to Section 2.5, elect to convert a Alternate Base Rate
Loan to a Revolving Credit LIBOR Rate Loan pursuant to Section 2.6(a), elect to
continue a Revolving Credit LIBOR Rate Loan pursuant to Section 2.6(b) or have
continued a Revolving Credit LIBOR Rate Loan pursuant to Section 2.6(c) if,
after giving effect thereto, there would be greater than twenty (20) Revolving
Credit LIBOR Rate Loans then outstanding. Any Loan Request for a Revolving
Credit LIBOR Rate Loan that would create greater than twenty (20) Revolving
Credit LIBOR Rate Loans outstanding shall be deemed to be a Loan Request for a
Alternate Base Rate Loan.

         Section 2.7.       FUNDS FOR REVOLVING CREDIT LOANS.

                  (a) Subject to the other provisions of this Section 2, not
later than 12:00 p.m. (New York City time) on the proposed Drawdown Date of
any Revolving Credit Loan, each of the Lenders will make available to the
Administrative Agent, at the Administrative Agent's Head Office, in
immediately available funds, the amount of such Lender's Commitment
Percentage of the amount of the requested Revolving Credit Loan; PROVIDED
that each Lender shall provide notice to the Administrative Agent of its
intent not to make available its Commitment Percentage of any requested
Revolving Credit Loan as soon as possible after receipt of any Completed
Revolving Credit Loan

<PAGE>
                                    -36-

Request, and in any event not later than 4:00 p.m. (New York City time) on
(x) the Business Day prior to the Drawdown Date of any requested Alternate
Base Rate Loan and (y) the third Business Day prior to the Drawdown Date of
any requested Revolving Credit LIBOR Rate Loan. Upon receipt from each Lender
of such amount, the Administrative Agent will make available to the Borrower,
in the Borrower's account with the Administrative Agent or as otherwise
directed to the Administrative Agent by the Borrower, the aggregate amount of
such Revolving Credit Loan made available to the Administrative Agent by the
Lenders; all such funds received by the Administrative Agent by 12:00 p.m.
(New York City time) on any Business Day will be made available to the
Borrower not later than 2:00 p.m. on the same Business Day. Funds received
after such time will be made available by not later than 12:00 p.m. on the
next Business Day. The Administrative Agent hereby agrees to promptly provide
the Borrower with a statement confirming the particulars of each Revolving
Credit LIBOR Rate Loan, in reasonable detail, when each such Loan is made.
The failure or refusal of any Lender to make available to the Administrative
Agent at the aforesaid time and place on any Drawdown Date the amount of its
Commitment Percentage of the requested Revolving Credit Loan shall not
relieve any other Lender from its several obligation hereunder to make
available to the Administrative Agent the amount of its Commitment Percentage
of any requested Revolving Credit Loan but in no event shall the
Administrative Agent (in its capacity as Administrative Agent) have any
obligation to make any funding or shall any Lender be obligated to fund more
than its Commitment Percentage of the requested Revolving Credit Loan or to
increase its Commitment Percentage on account of such failure or otherwise.

                  (b) The Administrative Agent may, unless notified to the
contrary by any Lender prior to a Drawdown Date, assume that such Lender has
made available to the Administrative Agent on such Drawdown Date the amount
of such Lender's Commitment Percentage of the Revolving Credit Loan to be
made on such Drawdown Date, and the Administrative Agent may (but it shall
not be required to), in reliance upon such assumption, make available to the
Borrower a corresponding amount. If any Lender makes available to the
Administrative Agent such amount on a date after such Drawdown Date, such
Lender shall pay to the Administrative Agent on demand an amount equal to the
product of (i) the average, computed for the period referred to in clause
(iii) below, of the weighted average interest rate paid by the Administrative
Agent for federal funds acquired by the Administrative Agent during each day
included in such period, MULTIPLIED BY (ii) the amount of such Lender's
Commitment Percentage of such Revolving Credit Loan, MULTIPLIED BY (iii) a
fraction, the numerator of which is the number of days that elapsed from and
including such Drawdown Date to the date on which the amount of such Lender's
Commitment Percentage of such Revolving Credit Loan shall become immediately
available to the Administrative Agent, and the denominator of which is 360. A
statement of

<PAGE>
                                     -37-


the Administrative Agent submitted to such Lender with respect to any amounts
owing under this paragraph shall be PRIMA FACIE evidence of the amount due
and owing to the Administrative Agent by such Lender. If the amount of such
Lender's Commitment Percentage of such Revolving Credit Loans is not made
available to the Administrative Agent by such Lender within three (3)
Business Days following such Drawdown Date, the Administrative Agent shall be
entitled to recover such amount from the Borrower on demand, with interest
thereon at the rate per annum applicable to the Revolving Credit Loans made
on such Drawdown Date.

         Section 2.8. REPAYMENT OF THE REVOLVING CREDIT LOANS AT MATURITY.
The Borrower promises to pay on the Maturity Date, and there shall become
absolutely due and payable on the Maturity Date, all unpaid principal of the
Revolving Credit Loans outstanding on such date, together with any and all
accrued and unpaid interest thereon, the unpaid balance of the Commitment Fee
or Facility Fee accrued through such date, and any and all other unpaid
amounts due under this Agreement, the Revolving Credit Notes or any other of
the Loan Documents.

         Section 2.9. OPTIONAL REPAYMENTS OF REVOLVING CREDIT LOANS. The
Borrower shall have the right, at its election, to prepay the outstanding amount
of the Revolving Credit Loans, in whole or in part, at any time without penalty
or premium; PROVIDED that the outstanding amount of any Revolving Credit LIBOR
Rate Loans may not be prepaid unless the Borrower pays any LIBOR Breakage Costs
for each Revolving Credit LIBOR Rate Loan so prepaid at the time of such
prepayment. The Borrower shall give the Administrative Agent, no later than
11:00 a.m., New York City time, at least one (1) Business Day's prior written
notice of any prepayment pursuant to this Section 2.9 of any Alternate Base Rate
Loans, and at least three (3) LIBOR Business Days' notice of any proposed
prepayment pursuant to this Section 2.9 of Revolving Credit LIBOR Rate Loans,
specifying the proposed date of prepayment of Revolving Credit Loans and the
principal amount to be prepaid. Each such partial prepayment shall be in an
amount of $2,000,000 or integral multiple of $500,000 in excess thereof or, if
less, the outstanding balance of the Revolving Credit Loans then being repaid,
shall be accompanied by the payment of all charges outstanding on all Revolving
Credit Loans so prepaid and of all accrued interest on the principal prepaid to
the date of payment, and shall be applied, in the absence of instruction by the
Borrower, first to the principal of Alternate Base Rate Loans and then to the
principal of Revolving Credit LIBOR Rate Loans, at the Administrative Agent's
option.

         Section 2.10. REDUCTION OF TOTAL COMMITMENT. The Borrower shall have
the right at any time and from time to time upon five (5) Business Days prior
written notice to the Administrative Agent to reduce by $10,000,000 or an

<PAGE>
                                     -38-


integral multiple thereof or terminate entirely the unborrowed portion of the
Total Commitment, whereupon the Commitments of the Lenders shall be reduced
pro rata in accordance with their respective Commitment Percentages of the
amount specified in such notice or, as the case may be, terminated. Promptly
after receiving any notice of the Borrower delivered pursuant to this
Section 2.10, the Administrative Agent will notify the Lenders of the substance
thereof. Upon the effective date of any such reduction or termination, the
Borrower shall pay to the Administrative Agent for the respective accounts of
the Lenders the full amount of any Facility Fee then accrued on the amount of
the reduction. No reduction of the Commitments may be reinstated.

         Section 2A.  COMPETITIVE BID LOANS.

         Section 2A.1. THE COMPETITIVE BID OPTIONS. In addition to the Revolving
Credit Loans made pursuant to Section 2 hereof, and provided that at the time of
such request no Default or Event of Default has occurred and is continuing and
MCRLP maintains an Investment Grade Credit Rating from two nationally-recognized
rating agencies reasonably acceptable to the Administrative Agent (one of which
must be Moody's or S&P so long as such Persons are in the business of providing
debt ratings for the REIT industry), the Borrower may from time to time request
Competitive Bid Loans pursuant to the terms of this Section 2A. The Lenders may,
but shall have no obligation to, make such offers and the Borrower may, but
shall have no obligation to, accept such offers in the manner set forth in this
Section 2A. Notwithstanding any other provision herein to the contrary, at no
time shall the aggregate principal amount of Competitive Bid Loans outstanding
at any time exceed the lesser of (a) the Total Commitment minus the sum of (i)
the aggregate outstanding principal amount of Revolving Credit Loans, plus (ii)
the Maximum Drawing Amount of Letters of Credit outstanding at such time, or (b)
$350,000,000.

         Section 2A.2.  COMPETITIVE BID LOAN ACCOUNTS: COMPETITIVE BID NOTES.

                  (a) The obligation of the Borrower to repay the outstanding
principal amount of any and all Competitive Bid Loans, plus interest at the
applicable Competitive Bid Rate or the sum of the Competitive Bid Margin plus
the applicable LIBOR Rate (as the case may be) accrued thereon, shall be
evidenced by this Credit Agreement and by individual loan accounts (the
"COMPETITIVE BID LOAN ACCOUNTS" and individually, a "COMPETITIVE BID LOAN
ACCOUNT") maintained by the Administrative Agent on its books for each of the
Lenders, it being the intention of the parties hereto that, except as provided
for in paragraph (b) of this Section 2A.2, the Borrower's obligations with
respect to Competitive Bid Loans are to be evidenced only as stated herein and
not by separate promissory notes and shall hereby constitute an absolute promise
to pay when due, without notice, demand, presentment or setoff.

<PAGE>
                                     -39-


                  (b) Any Lender may at any time, and from time to time, request
that any Competitive Bid Loans outstanding to such Lender be evidenced by a
promissory note of the Borrower in substantially the form of EXHIBIT G hereto
(each, a "COMPETITIVE BID NOTE"), dated as of the Closing Date and completed
with appropriate insertions. One Competitive Bid Note shall be payable to the
order of each Lender in an amount equal to the principal amount of the
Competitive Bid Loan made by such Lender to the Borrower, and representing the
obligation of the Borrower to pay such Lender such principal amount or, if less,
the outstanding principal amount of any and all Competitive Bid Loans made by
such Lender, plus interest at the applicable Competitive Bid Rate or the sum of
the Competitive Bid Margin plus the applicable LIBOR Rate accrued thereon, as
set forth herein. Upon execution and delivery by the Borrower of a Competitive
Bid Note, the Borrower's obligation to repay any and all Competitive Bid Loans
made to them by such Lender and all interest thereon shall thereafter be
evidenced by such Competitive Bid Note.

                  (c) The Borrower irrevocably authorizes (i) each Lender to
make or cause to be made, in connection with a Drawdown Date of any Competitive
Bid Loan or at the time of receipt of any payment of principal on such Lender's
Competitive Bid Note in the case of a Competitive Bid Note, and (ii) the
Administrative Agent to make or cause to be made, in connection with a Drawdown
Date of any Competitive Bid Loan or at the time of receipt of any payment of
principal on such Lender's Competitive Bid Loan Account in the case of a
Competitive Bid Loan Account, an appropriate notation on such Lender's records
or on the schedule attached to such Lender's Competitive Bid Note or a
continuation of such schedule attached thereto, or the Administrative Agent's
records, as applicable, reflecting the making of the Competitive Bid Loan or the
receipt of such payment (as the case may be) and may, prior to any transfer of a
Competitive Bid Note, endorse on the reverse side thereof the outstanding
principal amount of Competitive Bid Loans evidenced thereby. The outstanding
amount of the Competitive Bid Loans set forth on such Lender's record or the
Administrative Agent's records, as applicable, shall be PRIMA FACIE evidence of
the principal amount thereof owing and unpaid to such Lender, but the failure to
record, or any error in so recording, any such amount shall not limit or
otherwise affect the obligations of the Borrower hereunder to make payments of
principal of or interest on any Competitive Bid Loan when due.

         Section 2A.3.  COMPETITIVE BID QUOTE REQUEST; INVITATION FOR
COMPETITIVE BID QUOTES.

                  (a) When the Borrower wishes to request offers to make
Competitive Bid Loans under this Section 2A, it shall transmit to the
Administrative Agent by telex or facsimile a Competitive Bid Quote Request
substantially in

<PAGE>
                                     -40-


the form of EXHIBIT H hereto (a "COMPETITIVE BID QUOTE REQUEST") so as to be
received no later than 11:00 a.m. (New York City time) (i) four (4) Business
Days prior to the requested Drawdown Date in the case of a Competitive Bid
Loan bearing interest calculated by reference to the LIBOR Rate (a "LIBOR
COMPETITIVE BID LOAN") or (ii) one (1) Business Day prior to the requested
Drawdown Date in the case of an Competitive Bid Loan bearing interest
calculated by reference to a fixed rate of interest (an "ABSOLUTE COMPETITIVE
BID LOAN"), specifying:

                      (A)  the requested Drawdown Date (which must be a
Business Day);

                      (B)  the aggregate amount of such Competitive Bid
Loans, which shall be $5,000,000 or larger multiple of $1,000,000;

                      (C)  the duration of the Interest Period applicable
thereto, subject to the provisions of the definition of Interest Period; and

                      (D)  whether the Competitive Bid Quotes requested are
for LIBOR Competitive Bid Loans or Absolute Competitive Bid Loans.

The Borrower may request offers to make Competitive Bid Loans for more than
one Interest Period in a single Competitive Bid Quote Request. No new
Competitive Bid Quote Request shall be given until the Borrower has notified
the Administrative Agent of its acceptance or non-acceptance of the
Competitive Bid Quotes relating to any outstanding Competitive Bid Quote
Request.

                  (b) Promptly upon receipt of a Competitive Bid Quote
Request, the Administrative Agent shall send to the Lenders by telecopy or
facsimile transmission an Invitation for Competitive Bid Quotes substantially
in the form of EXHIBIT I hereto, which shall constitute an invitation by the
Borrower to each Lender to submit Competitive Bid Quotes in accordance with
this Section 2A.

         Section 2A.4. ALTERNATIVE MANNER OF PROCEDURE. If, after receipt by
the Administrative Agent and each of the Lenders of a Competitive Bid Quote
Request from the Borrower in accordance with Section 2A.3, the Administrative
Agent or any Lender shall be unable to complete any procedure of the auction
process described in Section s2A.5 through 2A.6 (inclusive) due to the
inability of such Person to transmit or receive communications through the
means specified therein, such Person may rely on telephonic notice for the
transmission or receipt of such communications. In any case where such Person
shall rely on telephone transmission or receipt, any communication made by
telephone shall, as soon as possible thereafter, be followed by written
confirmation thereof.

<PAGE>
                                     -41-


         Section 2A.5.  SUBMISSION AND CONTENTS OF COMPETITIVE BID QUOTES.

                        (a) Each Lender may, but shall be under no obligation
to, submit a Competitive Bid Quote containing an offer or offers to make
Competitive Bid Loans in response to any Competitive Bid Quote Request. Each
Competitive Bid Quote must comply with the requirements of this Section 2A.5
and must be submitted to the Administrative Agent by telex or facsimile
transmission at its offices as specified in or pursuant to Section 19 not
later than (i) 10:00 a.m. (New York City time) on the third LIBOR Business
Day prior to the proposed Drawdown Date, in the case of a LIBOR Competitive
Bid Loan or (ii) 10:00 a.m. (New York City time) on the proposed Drawdown
Date, in the case of an Absolute Competitive Bid Loan, provided that
Competitive Bid Quotes may be submitted by the Administrative Agent in its
capacity as a Lender only if it submits its Competitive Bid Quote to the
Borrower not later than (x) one hour prior to the deadline for the other
Lenders, in the case of a LIBOR Competitive Bid Loan or (y) 15 minutes prior
to the deadline for the other Lenders, in the case of an Absolute Competitive
Bid Loan. Subject to the provisions of Sections 10 and 11 hereof, any
Competitive Bid Quote so made shall be irrevocable except with the written
consent of the Administrative Agent given on the instructions of the Borrower.

                        (b) Each Competitive Bid Quote shall be in
substantially the form of EXHIBIT J hereto and shall in any case specify:

                           (i)  the proposed Drawdown Date;

                           (ii)  the principal amount of the Competitive Bid
Loan for which each proposal is being made, which principal amount (w) may be
greater than or less than the Commitment of the quoting Lender, (x) must be
$1,000,000 or a larger multiple of $500,000, (y) may not exceed the aggregate
principal amount of Competitive Bid Loans for which offers were requested and
(z) may be subject to an aggregate limitation as to the principal amount of
Competitive Bid Loans for which offers being made by such quoting Lender may
be accepted;

                           (iii)  the Interest Periods for which Competitive
Bid Quotes are being submitted;

                           (iv)  in the case of a LIBOR Competitive Bid Loan,
the margin above or below the applicable LIBOR Rate (the "COMPETITIVE BID
MARGIN") offered for each such Competitive Bid Loan, expressed as a
percentage (specified to the nearest 1/10,000th of 1%) to be added to or
subtracted from such LIBOR Rate;

                           (v)  in the case of an Absolute Competitive Bid
Loan, the rate of interest per annum (specified to the nearest 1/10,000th of
1%) (the

<PAGE>
                                     -42-


"COMPETITIVE BID RATE") offered for each such Absolute Competitive Bid Loan;
and

                           (vi)  the identity of the quoting Lender.

A Competitive Bid Quote may include up to five (5) separate offers by the
quoting Lender with respect to each Interest Period specified in the related
Invitation for Competitive Bid Quotes.

                  (c) Any Competitive Bid Quote shall be disregarded if it:

                           (i)  is not substantially in the form of EXHIBIT J
hereto;

                           (ii)  contains qualifying, conditional or similar
language;

                           (iii)  proposes terms other than or in addition to
those set forth in the applicable Invitation for Competitive Bid Quotes; or

                           (iv)  arrives after the time set forth in
Section 2A.5(a) hereof.

         Section 2A.6. NOTICE TO BORROWER. The Administrative Agent shall
promptly notify the Borrower of the terms (a) of any Competitive Bid Quote
submitted by a Lender that is in accordance with Section 2A.5 and (b) of any
Competitive Bid Quote that amends, modifies or is otherwise inconsistent with
a previous Competitive Bid Quote submitted by such Lender with respect to the
same Competitive Bid Quote Request. Any such subsequent Competitive Bid Quote
shall be disregarded by the Administrative Agent unless such subsequent
Competitive Bid Quote is submitted solely to correct a manifest error in such
former Competitive Bid Quote and was received by the Administrative Agent
within the time period required in Section 2A.5(a) for receipt of Competitive
Bid Quotes. The Administrative Agent's notice to the Borrower shall specify
(i) the aggregate principal amount of Competitive Bid Loans for which offers
have been received for each Interest Period specified in the related
Competitive Bid Quote Request, (ii) the respective principal amounts and
Competitive Bid Margins or Competitive Bid Rates, as the case may be, so
offered, and the identity of the respective Lenders submitting such offers,
and (iii) if applicable, limitations on the aggregate principal amount of
Competitive Bid Loans for which offers in any single Competitive Bid Quote
may be accepted.

         Section 2A.7. ACCEPTANCE AND NOTICE BY BORROWER AND ADMINISTRATIVE
AGENT. Not later than 11:00 a.m. (New York City time) on (a) the third
Business Day prior to the proposed Drawdown Date, in the case of a LIBOR
Competitive Bid Loan or (b) the proposed Drawdown Date, in the case of an
Absolute Competitive Bid Loan, the Borrower shall notify the Administrative
Agent of its


<PAGE>
                                    -43-


acceptance or non-acceptance of each Competitive Bid Quote in substantially
the form of EXHIBIT K hereto. The Borrower may accept any Competitive Bid
Quote in whole or in part; provided that:

                           (i)  the aggregate principal amount of each
Competitive Bid Loan may not exceed the applicable amount set forth in the
related Competitive Bid Quote Request;

                           (ii)  acceptance of offers may only be made on the
basis of ascending Competitive Bid Margins or Competitive Bid Rates, as the
case may be, and

                           (iii)  the Borrower may not accept any offer that
is described in subSection  2A.5(c) or that otherwise fails to comply with
the requirements of this Agreement.

The Administrative Agent shall promptly notify each Lender which submitted a
Competitive Bid Quote of the Borrower's acceptance or non-acceptance thereof.
At the request of any Lender which submitted a Competitive Bid Quote and with
the consent of the Borrower, the Administrative Agent will promptly notify
all Lenders which submitted Competitive Bid Quotes of (a) the aggregate
principal amount of, and (b) the range of Competitive Bid Rates or
Competitive Bid Margins of, the accepted Competitive Bid Loans for each
requested Interest Period.

         Section 2A.8. ALLOCATION BY ADMINISTRATIVE AGENT. If offers are made
by two (2) or more Lenders with the same Competitive Bid Margin or
Competitive Bid Rate, as the case may be, for a greater aggregate principal
amount than the amount in respect of which offers are accepted for the
related Interest Period, the principal amount of Competitive Bid Loans in
respect of which such offers are accepted shall be allocated by the
Administrative Agent among such Lenders as nearly as possible (in such
multiples, not less than $1,000,000, as the Administrative Agent may deem
appropriate) in proportion to the aggregate principal amounts of such offers.
Determination by the Administrative Agent of the amounts of Competitive Bid
Loans shall be conclusive in the absence of manifest error.

         Section 2A.9. FUNDING OF COMPETITIVE BID LOANS. If, on or prior to
the Drawdown Date of any Competitive Bid Loan, the Total Commitment has not
terminated in full and if, on such Drawdown Date, the applicable conditions
of Section s10 and 11 hereof are satisfied, and the Administrative Agent
shall have received a certificate in the form of EXHIBIT D hereto, the Lender
or Lenders whose offers the Borrower has accepted will fund each Competitive
Bid Loan so accepted. Notwithstanding the foregoing, the Borrower shall be
able to borrow

<PAGE>
                                    -44-


under this Agreement during the occurrence of a Default or an Event of
Default arising solely from the Borrower's failure to comply with the
provisions of Section 7.22 if such borrowing is to cure, and will cure, such
Default or Event of Default without causing any other Default or Event of
Default. Such Lender or Lenders will make such Competitive Bid Loans by
crediting the Administrative Agent for further credit to the Borrower's
specified account with the Administrative Agent, in immediately available
funds not later than 1:00 p.m. (New York City time) on such Drawdown Date.

         Section 2A.10. FUNDING LOSSES. If, after acceptance of any
Competitive Bid Quote pursuant to Section 2A, the Borrower (a) fails to
borrow any Competitive Bid Loan so accepted on the date specified therefor,
or (b) repays the outstanding amount of the Competitive Bid Loan on or prior
to the last day of the Interest Period relating thereto, the Borrower shall
indemnify the Lender making such Competitive Bid Quote or funding such
Competitive Bid Loan against any loss or expense incurred by reason of the
liquidation or reemployment of deposits or other funds acquired by such
Lender to fund or maintain such unborrowed Loans, including, without
limitation compensation as provided in Section 4.8.

         Section 2A.11. REPAYMENT OF COMPETITIVE BID LOANS; INTEREST. The
principal of each Competitive Bid Loan shall become absolutely due and
payable by the Borrower on the last day of the Interest Period relating
thereto, and the Borrower hereby absolutely and unconditionally promises to
pay to the Administrative Agent for the account of the relevant Lenders at or
before 1:00 p.m. (New York City time) on the last day of the Interest Periods
relating thereto the principal amount of all such Competitive Bid Loans, plus
interest thereon at the applicable Competitive Bid Rates or the sum of the
Competitive Bid Margin plus the applicable LIBOR Rate (as the case may be).
The Competitive Bid Loans shall bear interest at the rate per annum specified
in the applicable Competitive Bid Quotes. Interest on the Competitive Bid
Loans shall be payable (a) on the last day of the applicable Interest
Periods, and if any such Interest Period is longer than three months, also on
the last day of the third month following the commencement of such Interest
Period, and (b) on the Maturity Date for all Loans. Subject to the terms of
this Credit Agreement, the Borrower may make Competitive Bid Quote Requests
with respect to new borrowings of any amounts so repaid prior to the Maturity
Date. The provisions of Section 2.6 shall not apply to Competitive Bid Loans.

         Section 2A.12. OPTIONAL REPAYMENT OF COMPETITIVE BID LOANS. The
Borrower shall have the right, at its election, to repay the outstanding
amount of any of the Competitive Bid Loans, as a whole or in part, at any
time without penalty or premium, PROVIDED that any full or partial prepayment
of the outstanding amount of any Competitive Bid Loan pursuant to this
Section 2A.12 may be made only on the last day of the Interest Period
relating thereto, or, if made prior to such

<PAGE>
                                     -45-


date, shall be made subject to the provisions of Section 2A.10 hereof. The
Borrower shall give the Administrative Agent no less than three (3) Business
Days notice of any proposed prepayment pursuant to this Section 2A.12,
specifying the proposed date of prepayment of the Competitive Bid Loan and
the principal amount to be prepaid. Each such partial prepayment of any
Competitive Bid Loan shall be in an integral multiple of $500,000, and shall
be accompanied by the payment of accrued interest on the principal prepaid to
the date of prepayment.

         Section 3.   LETTERS OF CREDIT.

         Section 3.1. LETTER OF CREDIT COMMITMENTS.

                  Section 3.1.1. COMMITMENT TO ISSUE LETTERS OF CREDIT.
Subject to the terms and conditions hereof and the execution and delivery by
the Borrower of a letter of credit application on the Fronting Bank's
customary form as part of a Completed Revolving Credit Loan Request (a
"LETTER OF CREDIT APPLICATION"), the Fronting Bank on behalf of the Lenders
and in reliance upon the agreement of the Lenders set forth in Section 3.1.4
and upon the representations and warranties of the Borrower contained herein,
agrees, in its individual capacity, to issue, extend and renew for the
account of the Borrower one or more standby or documentary letters of credit
(individually, a "LETTER OF CREDIT"), in such form as may be requested from
time to time by the Borrower and reasonably agreed to by the Fronting Bank;
PROVIDED, HOWEVER, that, after giving effect to such Completed Revolving
Credit Loan Request, (a) the Maximum Drawing Amount shall not exceed
$100,000,000 at any one time, (b) the sum of (i) the Maximum Drawing Amount
on all Letters of Credit and (ii) the amount of all Revolving Credit Loans
and Competitive Bid Loans outstanding shall not exceed the Total Commitment
in effect at such time, and (c) the total number of Letters of Credit
outstanding shall not exceed twenty-five (25).

                  Section 3.1.2. LETTER OF CREDIT APPLICATIONS. Each Letter
of Credit Application shall be completed to the reasonable satisfaction of
the Administrative Agent and the Fronting Bank. In the event that any
provision of any Letter of Credit Application shall be inconsistent with any
provision of this Agreement (including provisions applicable to a Completed
Revolving Credit Loan Request), then the provisions of this Agreement shall,
to the extent of any such inconsistency, govern.

                  Section 3.1.3. TERMS OF LETTERS OF CREDIT. Each Letter of
Credit issued, extended or renewed hereunder shall, among other things, (i)
provide for the payment of sight drafts for honor thereunder when presented
in accordance with the terms thereof and when accompanied by the documents
described therein, and (ii) have an expiry date no later than the earlier of
(x) one year from the date of issuance or (y) the date which is thirty (30)
days prior to the Maturity

<PAGE>

                                     -46-


Date. Each Letter of Credit so issued, extended or renewed shall be subject
to the Uniform Customs.

                  Section 3.1.4. REIMBURSEMENT OBLIGATIONS OF LENDERS. Each
Lender severally agrees that it shall be absolutely liable, without regard to
the occurrence of any Default or Event of Default or any other condition
precedent whatsoever, to the extent of such Lender's Commitment Percentage,
to reimburse the Fronting Bank on demand pursuant to Section 3.3 for the
amount of each draft paid by the Fronting Bank under each Letter of Credit to
the extent that such amount is not reimbursed by the Borrower pursuant to
Section 3.2 (such agreement for a Lender being called herein the "LETTER OF
CREDIT PARTICIPATION" of such Lender).

         Section 3.2. REIMBURSEMENT OBLIGATION OF THE BORROWER. In order to
induce the Fronting Bank to issue, extend and renew each Letter of Credit and
the Lenders to participate therein, the Borrower hereby agrees, except as
contemplated in Section 3.3 below, to reimburse or pay to the Fronting Bank,
for the account of the Fronting Bank or (as the case may be) the Lenders,
with respect to each Letter of Credit issued, extended or renewed by the
Fronting Bank hereunder,

                  (a) except as otherwise expressly provided in Section
3.2(b) or Section 3.3, on each date that any draft presented under such
Letter of Credit is honored in accordance with its terms by the Fronting
Bank, or the Fronting Bank otherwise makes a payment with respect thereto in
accordance with applicable law, (i) the amount paid by the Fronting Bank
under or with respect to such Letter of Credit, and (ii) any amounts payable
pursuant to Section 4.5 hereof under, or with respect to, such Letter of
Credit, and

                  (b) upon the termination of the Total Commitment, or the
acceleration of the Reimbursement Obligations with respect to all Letters of
Credit in accordance with Section 12, an amount equal to the then Maximum
Drawing Amount on all Letters of Credit, which amount shall be held by the
Administrative Agent as cash collateral for the benefit of the Fronting Bank,
the Lenders and the Administrative Agent for all Reimbursement Obligations.

         Each such payment shall be made to the Administrative Agent at the
Administrative Agent's Head Office in immediately available funds. Interest
on any and all amounts not converted to a Revolving Credit Loan pursuant to
Section 3.3 and remaining unpaid by the Borrower under this Section 3.2 at
any time from the date such amounts become due and payable (whether as stated
in this Section 3.2, by acceleration or otherwise) until payment in full
(whether before or after judgment) shall be payable to the Administrative
Agent for the benefit of the Lenders on demand at the rate specified in
Section 4.9 for overdue principal on the Revolving Credit Loans.

<PAGE>

                                     -47-


         Section 3.3. LETTER OF CREDIT PAYMENTS; FUNDING OF A LOAN. If any
draft shall be presented or other demand for payment shall be made under any
Letter of Credit, the Fronting Bank shall notify the Borrower and the Lenders
of the date and amount of the draft presented or demand for payment and of
the date and time when it expects to pay such draft or honor such demand for
payment, and, except as provided in this Section 3.3, the Borrower shall
reimburse Administrative Agent, as set forth in Section 3.2 above.
Notwithstanding anything contained in Section 3.2 above or this Section 3.3
to the contrary, however, unless the Borrower shall have notified the
Administrative Agent and the Fronting Bank prior to 11:00 a.m. (New York
time) on the Business Day immediately prior to the date of such drawing that
the Borrower intends to reimburse the Fronting Bank for the amount of such
drawing with funds other than the proceeds of the Loans, the Borrower shall
be deemed to have timely given a Completed Revolving Credit Loan Request
pursuant to Section 2.5 to the Administrative Agent, requesting a Alternate
Base Rate Loan on the date on which such drawing is honored and in an amount
equal to the amount of such drawing. The Borrower may thereafter convert any
such Alternate Base Rate Loan to a Revolving Credit Loan of another Type in
accordance with Section 2.6. Each Lender shall, in accordance with Section
2.7, make available such Lender's Commitment Percentage of such Revolving
Credit Loan to the Administrative Agent, the proceeds of which shall be
applied directly by the Administrative Agent to reimburse the Fronting Bank
for the amount of such draw. In the event that any Lender fails to make
available to the Administrative Agent the amount of such Lender's Commitment
Percentage of such Revolving Credit Loan on the date of the drawing, the
Administrative Agent shall be entitled to recover such amount on demand from
such Lender plus any additional amounts payable under Section 2.7(b) in the
event of a late funding by a Lender. The Fronting Bank is irrevocably
authorized by the Borrower and each of the Lenders to honor draws on each
Letter of Credit by the beneficiary thereof in accordance with the terms of
the Letter of Credit. The responsibility of the Fronting Bank to the Borrower
and the Lenders shall be only to determine that the documents (including each
draft) delivered under each Letter of Credit in connection with such
presentment shall be in conformity in all material respects with such Letter
of Credit.

         Section 3.4. OBLIGATIONS ABSOLUTE. The Borrower's obligations under
this Section 3 shall be absolute and unconditional under any and all
circumstances and irrespective of the occurrence of any Default or Event of
Default or any condition precedent whatsoever or any setoff, counterclaim or
defense to payment which the Borrower may have or have had against the
Administrative Agent, the Fronting Bank, any Lender or any beneficiary of a
Letter of Credit. The Borrower further agrees with the Administrative Agent, the
Fronting Bank and the Lenders that the Administrative Agent, the Fronting Bank
and the Lenders shall not be responsible for, and the Borrower's Reimbursement
Obligations

<PAGE>

                                     -48-


under Section 3.2 shall not be affected by, among other things, the validity
or genuineness of documents or of any endorsements thereon (so long as the
documents delivered under each Letter of Credit in connection with such
presentment shall be in the form required by, and in conformity in all
material respects with, such Letter of Credit), even if such documents should
in fact prove to be in any or all respects invalid, fraudulent or forged, or
any dispute between or among any of the Borrower, the beneficiary of any
Letter of Credit or any financing institution or other party to whom any
Letter of Credit may be transferred, or any claims or defenses whatsoever of
the Borrower against the beneficiary of any Letter of Credit or any such
transferee. If done in good faith and absent gross negligence, the
Administrative Agent, the Fronting Bank and the Lenders shall not be liable
for any error, omission, interruption or delay in transmission, dispatch or
delivery of any message or advice, however transmitted, in connection with
any Letter of Credit. The Borrower agrees that any action taken or omitted by
the Administrative Agent, the Fronting Bank or any Lender under or in
connection with each Letter of Credit and the related drafts and documents,
if done in good faith and absent gross negligence, shall be binding upon the
Borrower and shall not result in any liability on the part of the
Administrative Agent, the Fronting Bank or any Lender to the Borrower.

         Section 3.5. RELIANCE BY ISSUER. To the extent not inconsistent with
Section 3.4, the Administrative Agent and the Fronting Bank shall be entitled
to rely, and shall be fully protected in relying upon, any Letter of Credit,
draft, writing, resolution, notice, consent, certificate, affidavit, letter,
cablegram, telegram, telecopy, telex or teletype message, statement, order or
other document believed by it to be genuine and correct and to have been
signed, sent or made by the proper Person or Persons and upon advice and
statements of legal counsel, independent accountants and other experts
selected by the Administrative Agent or the Fronting Bank. The Administrative
Agent and the Fronting Bank shall in all cases be fully protected by the
Lenders in acting, or in refraining from acting, under this Section 3 in
accordance with a request of the Majority Lenders, and such request and any
action taken or failure to act pursuant thereto shall be binding upon the
Lenders and all future holders of the Notes or of a Letter of Credit
Participation.

         Section 3.6. LETTER OF CREDIT FEE. The Borrower shall pay to the
Administrative Agent a fee (in each case, a "LETTER OF CREDIT FEE") in an amount
equal to the Applicable L/C Percentage of the face amount of each outstanding
Letter of Credit, which fee (a) shall be payable quarterly in arrears on the
first day of each calendar quarter for the immediately preceding calendar
quarter, with a final payment on the Maturity Date or any earlier date on which
the Commitments shall terminate (which Letter of Credit Fee shall be pro-rated
for any calendar quarter in which such Letter of Credit is issued, drawn upon or
otherwise reduced or terminated) and (b) shall be for the accounts of the
Lenders

<PAGE>

                                     -49-


as follows: (i) an amount equal to 0.125% per annum of the face amount of the
Letter of Credit shall be for the account of the Fronting Bank and (ii) the
remainder of the Letter of Credit Fee shall be for the accounts of the
Lenders (including the Fronting Bank) pro rata in accordance with their
respective Commitment Percentages. In respect of each Letter of Credit, the
Borrower shall also pay to the Fronting Bank for the Fronting Bank's own
account, at such other time or times as such charges are customarily made by
the Fronting Bank, the Fronting Bank's customary issuance, amendment,
negotiation or document examination and other administrative fees as in
effect from time to time.

         Section 3.7. EXISTING LETTERS OF CREDIT. Those Letters of Credit
issued to the Borrower by Chase under the Original Agreement prior to its
being amended and restated by this Agreement, which Letters of Credit are
identified on SCHEDULE 3.7 hereto (the "EXISTING LETTERS OF CREDIT") shall
for all purposes be deemed to be Letters of Credit issued under this
Agreement.

         Section 4.   CERTAIN GENERAL PROVISIONS.

         Section 4.1. FUNDS FOR PAYMENTS.

                  (a) All payments of principal, interest, fees, and any
other amounts due hereunder or under any of the other Loan Documents shall be
made to the Administrative Agent, for the respective accounts of the Lenders
or (as the case may be) the Administrative Agent, at the Administrative
Agent's Head Office, in each case in Dollars and in immediately available
funds.

                  (b) All payments by the Borrower hereunder and under any of
the other Loan Documents shall be made without setoff or counterclaim and
free and clear of and without deduction for any taxes, levies, imposts,
duties, charges, fees, deductions, withholdings, compulsory liens,
restrictions or conditions of any nature now or hereafter imposed or levied
by any jurisdiction or any political subdivision thereof or taxing or other
authority therein unless the Borrower is compelled by law to make such
deduction or withholding. If any such obligation is imposed upon the Borrower
with respect to any amount payable by it hereunder or under any of the other
Loan Documents, the Borrower shall pay to the Administrative Agent, for the
account of the Lenders or (as the case may be) the Administrative Agent, on
the date on which such amount is due and payable hereunder or under such
other Loan Document, such additional amount in Dollars as shall be necessary
to enable the Lenders to receive the same net amount which the Lenders would
have received on such due date had no such obligation been imposed upon the
Borrower. The Borrower will deliver promptly to the Administrative Agent
certificates or other valid

<PAGE>

                                     -50-


vouchers for all taxes or other charges deducted from or paid with respect to
payments made by the Borrower hereunder or under such other Loan Document.

         Section 4.2. COMPUTATIONS. All computations of interest on the Loans
and of other fees to the extent applicable shall be based on a 360-day year
and paid for the actual number of days elapsed. Except as otherwise provided
in the definition of the term "INTEREST PERIOD" with respect to LIBOR Rate
Loans, whenever a payment hereunder or under any of the other Loan Documents
becomes due on a day that is not a Business Day, the due date for such
payment shall be extended to the next succeeding Business Day, and interest
shall accrue during such extension. The outstanding amount of the Loans as
reflected on the Note Records from time to time shall constitute PRIMA FACIE
evidence of the principal amount thereof.

         Section 4.3. INABILITY TO DETERMINE LIBOR RATE. In the event, prior
to the commencement of any Interest Period relating to any LIBOR Rate Loan,
the Administrative Agent shall reasonably determine that adequate and
reasonable methods do not exist for ascertaining the LIBOR Rate that would
otherwise determine the rate of interest to be applicable to any LIBOR Rate
Loan during any Interest Period, the Administrative Agent shall forthwith
give notice of such determination (which shall be conclusive and binding on
the Borrower) to the Borrower and the Lenders. In such event (a) any Loan
Request or Competitive Bid Request with respect to LIBOR Rate Loans shall be
automatically withdrawn and shall be deemed a request for Alternate Base Rate
Loans (in the case of Revolving Credit Loans) or Absolute Competitive Bid
Loans (in the case of Competitive Bid Loans), (b) each Revolving Credit LIBOR
Rate Loan will automatically, on the last day of the then current Interest
Period thereof, become a Alternate Base Rate Loan, and (c) the obligations of
the Lenders to make LIBOR Rate Loans shall be suspended until the
Administrative Agent reasonably determines that the circumstances giving rise
to such suspension no longer exist, whereupon the Administrative Agent shall
so notify the Borrower and the Lenders.

         Section 4.4. ILLEGALITY. Subject to Sections 4.11 and 4.12 hereof, but
notwithstanding any other provisions herein, if any present or future law,
regulation, treaty or directive or in the interpretation or application thereof
shall make it unlawful for any Lender to make or maintain LIBOR Rate Loans, such
Lender shall forthwith give notice of such circumstances to the Borrower and the
other Lenders and thereupon (a) the commitment of such Lender to make LIBOR Rate
Loans or convert Alternate Base Rate Loans to LIBOR Rate Loans shall forthwith
be suspended and (b) such Lender's Commitment Percentage of Revolving Credit
LIBOR Rate Loans then outstanding shall be converted automatically to Alternate
Base Rate Loans on the last day of each Interest Period applicable to such LIBOR
Rate Loans or within such earlier period as

<PAGE>

                                     -51-


may be required by law, all until such time as it is no longer unlawful for
such Lender to make or maintain LIBOR Rate Loans. Subject to Sections 4.11
and 4.12 hereof, the Borrower hereby agrees to promptly pay the
Administrative Agent for the account of such Lender, upon demand, any
additional amounts necessary to compensate such Lender for any costs incurred
by such Lender in making any conversion required by this Section 4.4 prior to
the last day of an Interest Period with respect to a LIBOR Rate Loan,
including any interest or fees payable by such Lender to lenders of funds
obtained by it in order to make or maintain its LIBOR Rate Loans hereunder.

         Section 4.5. ADDITIONAL COSTS, ETC. Subject to Sections 4.11 and
4.12 hereof, if any present or future applicable law, which expression, as
used herein, includes statutes, rules and regulations thereunder and
interpretations thereof by any competent court or by any governmental or
other regulatory body or official charged with the administration or the
interpretation thereof and requests, directives, instructions and notices at
any time or from time to time hereafter made upon or otherwise issued to any
Lender or the Administrative Agent by any central bank or other fiscal,
monetary or other authority (whether or not having the force of law), shall:

                  (a) subject any Lender or the Administrative Agent to any
tax, levy, impost, duty, charge, fee, deduction or withholding of any nature
with respect to this Agreement, the other Loan Documents, any Letters of
Credit, such Lender's Commitment or the Loans (other than taxes based upon or
measured by the income or profits of such Lender or the Administrative
Agent), or

                  (b) materially change the basis of taxation (except for
changes in taxes on income or profits) of payments to any Lender of the
principal of or the interest on any Loans or any other amounts payable to the
Administrative Agent or any Lender under this Agreement or the other Loan
Documents, or

                  (c) impose or increase or render applicable (other than to
the extent specifically provided for elsewhere in this Agreement) any special
deposit, reserve, assessment, liquidity, capital adequacy or other similar
requirements (whether or not having the force of law) against assets held by,
or deposits in or for the account of, or loans by, or letters of credit
issued by, or commitments of an office of any Lender, or

                  (d) impose on any Lender or the Administrative Agent any
other conditions or requirements with respect to this Agreement, the other
Loan Documents, any Letters of Credit, the Loans, such Lender's Commitment,
or any class of loans, letters of credit or commitments of which any of the
Loans or such Lender's Commitment forms a part;

<PAGE>

                                     -52-


and the result of any of the foregoing is


                           (i) to increase the cost to any Lender of making,
                  funding, issuing, renewing, extending or maintaining any of
                  the Loans or such Lender's Commitment or any Letter of Credit,
                  or

                           (ii) to reduce the amount of principal, interest,
                  Reimbursement Obligation or other amount payable to such
                  Lender or the Administrative Agent hereunder on account of
                  such Lender's Commitment, any Letter of Credit or any of the
                  Loans, or

                           (iii) to require such Lender or the Administrative
                  Agent to make any payment or to forego any interest or
                  Reimbursement Obligation or other sum payable hereunder, the
                  amount of which payment or foregone interest or Reimbursement
                  Obligation or other sum is calculated by reference to the
                  gross amount of any sum receivable or deemed received by such
                  Lender or the Administrative Agent from the Borrower
                  hereunder,

then; and in each such case arising or occurring in the immediately preceding
365 days from such demand, the Borrower will, within thirty (30) days after
demand made by such Lender or (as the case may be) the Administrative Agent
at any time and from time to time and as often as the occasion therefor may
arise, within the shorter of such maximum allowable period as permitted by
law or such Lender's internal policies (but no longer than one year or the
occurrence of the Maturity Date, if sooner) pay to such Lender such
additional amounts as such Lender shall determine in good faith to be
sufficient to compensate such Lender for such additional cost, reduction,
payment or foregone interest or other sum, PROVIDED that such Lender is
generally imposing similar charges on its other similarly situated borrowers.

         Section 4.6. CAPITAL ADEQUACY. Subject to Sections 4.11 and 4.12
hereof, if after the date hereof any Lender or the Administrative Agent
determines in good faith that (i) the adoption of or change in any law,
governmental rule, regulation, policy, guideline or directive (whether or not
having the force of law) regarding capital requirements for banks or bank
holding companies or any change in the interpretation or application thereof
by a court or governmental authority with appropriate jurisdiction, or (ii)
compliance by such Lender or the Administrative Agent or any Person
controlling such Lender or the Administrative Agent with any law,
governmental rule, regulation, policy, guideline or directive (whether or not
having the force of law) of any such Person regarding capital adequacy, has
the effect of reducing the return on such Lender's or the Administrative

<PAGE>
                                     -53-


Agent's Commitment with respect to any Loans to a level below that which such
Lender or the Administrative Agent could have achieved but for such adoption,
change or compliance (taking into consideration such Lender's or the
Administrative Agent's then existing policies with respect to capital
adequacy and assuming full utilization of such entity's capital) by any
amount deemed by such Lender or (as the case may be) the Administrative Agent
to be material, then such Lender or the Administrative Agent may notify the
Borrower of such fact. To the extent that the amount of such reduction in the
return on capital is not reflected in the Alternate Base Rate, the Borrower
agrees to pay such Lender or (as the case may be) the Administrative Agent
the amount of such reduction in the return on capital as and when such
reduction is determined, within thirty (30) days after presentation by such
Lender or (as the case may be) the Administrative Agent of a certificate in
accordance with Section 4.7 hereof which certificate shall be presented
within the shorter of such maximum allowable period as permitted by law or
such Lender's internal policies (but no longer than one year or the
occurrence of the Maturity Date, if sooner). Each Lender shall allocate such
cost increases among its customers in good faith and on an equitable basis.

         Section 4.7. CERTIFICATE. A certificate setting forth any additional
amounts payable pursuant to Sections 4.5 or 4.6 and a brief explanation of
such amounts which are due, submitted by any Lender or the Administrative
Agent to the Borrower shall be PRIMA FACIE evidence that such amounts are due
and owing.

         Section 4.8. INDEMNITY. In addition to the other provisions of this
Agreement regarding such matters, the Borrower agrees to indemnify the
Administrative Agent and each Lender and to hold the Administrative Agent and
each Lender harmless from and against any loss, cost or expense (including
LIBOR Breakage Costs, but excluding any loss of Applicable Margin on the
relevant Loans) that the Administrative Agent or such Lender may sustain or
incur as a consequence of (a) the failure by the Borrower to pay any
principal amount of or any interest on any LIBOR Rate Loans as and when due
and payable, including any such loss or expense arising from interest or fees
payable by the Administrative Agent or such Lender to lenders of funds
obtained by it in order to maintain its LIBOR Rate Loans, (b) the failure by
the Borrower to make a borrowing or conversion after the Borrower has given
or is deemed pursuant to Section 2.6(c) to have given a Completed Revolving
Credit Loan Request or Competitive Bid Request for a LIBOR Rate Loan or a
Conversion Request to convert a Alternate Base Rate Loan into a LIBOR Rate
Loan, and (c) the making of any payment of a LIBOR Rate Loan or the making of
any conversion of any such Loan to a Alternate Base Rate Loan on a day that
is not the last day of the applicable Interest Period with respect thereto,
including interest or fees payable by the Administrative Agent or a Lender to
lenders of funds obtained by it in order to maintain any such LIBOR Rate
Loans.

<PAGE>
                                     -54-


         Section 4.9. INTEREST DURING EVENT OF DEFAULT. During the
continuance of an Event of Default, outstanding principal and (to the extent
permitted by applicable law) interest on the Loans and all other amounts
payable hereunder or under any of the other Loan Documents shall bear
interest at a rate per annum equal to four percent (4%) above the rate
otherwise then in effect until such amount shall be paid in full (after as
well as before judgment). In addition, the Borrower shall pay on demand a
late charge equal to five percent (5%) of any amount of principal (other than
principal due on the Maturity Date) and/or interest charges on the Loans
which is not paid within ten (10) days of the date when due.

         Section 4.10.  [Intentionally Omitted]

         Section 4.11. REASONABLE EFFORTS TO MITIGATE. Each Lender agrees
that as promptly as practicable after it becomes aware of the occurrence of
an event or the existence of a condition that would cause it to be affected
under Sections 4.4, 4.5 or 4.6, such Lender will give notice thereof to the
Borrower, with a copy to the Administrative Agent and, to the extent so
requested by the Borrower and not inconsistent with regulatory policies
applicable to such Lender, such Lender shall use reasonable efforts and take
such actions as are reasonably appropriate (including the changing of its
lending office or branch) if as a result thereof the additional moneys which
would otherwise be required to be paid to such Lender pursuant to such
Section s would be reduced other than for de minimus amounts, or the
illegality or other adverse circumstances which would otherwise require a
conversion of such Loans or result in the inability to make such Loans
pursuant to such Section s would cease to exist, and in each case if, as
determined by such Lender in its sole discretion, the taking such actions
would not adversely affect such Loans.

         Section 4.12. REPLACEMENT OF LENDERS. If any Lender (an "AFFECTED
LENDER") (i) makes demand upon the Borrower for (or if the Borrower is
otherwise required to pay) amounts pursuant to Sections 4.4, 4.5 or 4.6, or
(ii) is unable to make or maintain LIBOR Rate Loans as a result of a
condition described in Section 4.4, the Borrower may, within 90 days of
receipt of such demand, notice (or the occurrence of such other event causing
the Borrower to be required to pay such compensation or causing Section 4.4
to be applicable) as the case may be, by notice (a "REPLACEMENT NOTICE") in
writing to the Administrative Agent and such Affected Lender (A) request the
Affected Lender to cooperate with the Borrower in obtaining a replacement
lender satisfactory to the Administrative Agent and the Borrower (the
"REPLACEMENT LENDER"); (B) request the non-Affected Lenders to acquire and
assume all of the Affected Lender's Loans and Commitment, and/or participate
in Letters of Credit, as provided herein, but none of such Lenders shall be
under an obligation to do so; or (C) designate a

<PAGE>
                                     -55-


Replacement Lender which is an Eligible Assignee and is reasonably
satisfactory to the Administrative Agent other than when an Event of Default
has occurred and is continuing and absolutely satisfactory to the
Administrative Agent when an Event of Default has occurred and is continuing.
If any satisfactory Replacement Lender shall be obtained, and/or any of the
non-Affected Lenders shall agree to acquire and assume all of the Affected
Lender's Loans and Commitment, and/or participate in Letters of Credit, then
such Affected Lender shall assign, in accordance with Section 18, all of its
Commitment, Loans, Notes and other rights and obligations under this
Agreement and all other Loan Documents to such Replacement Lender or
non-Affected Lenders, as the case may be, in exchange for payment of the
principal amount so assigned and all interest and fees accrued on the amount
so assigned, plus all other Obligations then due and payable to the Affected
Lender; PROVIDED, HOWEVER, that (x) such assignment shall be in accordance
with the provisions of Section 18, shall be without recourse, representation
or warranty and shall be on terms and conditions reasonably satisfactory to
such Affected Lender and such Replacement Lender and/or non-Affected Lenders,
as the case may be, and (y) prior to any such assignment, the Borrower shall
have paid to such Affected Lender all amounts properly demanded and
unreimbursed under Sections 4.4, 4.5 and 4.8.

         Section 5.   GUARANTIES.

         Section 5.1. GUARANTIES. Each of the Guarantors will jointly and
severally guaranty all of the Obligations pursuant to its Guaranty. The
Obligations are full recourse obligations of the Borrower and each Guarantor,
and all of the respective assets and properties of the Borrower and each such
Guarantor shall be available for the payment in full in cash and performance
of the Obligations (subject to Permitted Liens and senior claims enforceable
as senior in accordance with applicable law, without the Lenders hereby
agreeing to any such senior claim that is otherwise prohibited by this
Agreement). Other than during the continuance of a Default or Event of
Default, at the request of the Borrower, the Guaranty of any Subsidiary
Guarantor shall be released by the Administrative Agent if and when all of
the Real Estate owned or ground-leased by such Subsidiary Guarantor shall
cease (not thereby creating a Default or Event of Default) to be owned by
such Subsidiary Guarantor or by any other Borrower, Guarantor, Subsidiary or
other Affiliate of any of same, PROVIDED the foregoing shall never permit the
release of MCRC.

         Section 5.2. SUBSIDIARY GUARANTY PROCEEDS. (a) Notwithstanding any
provision of this Agreement or any other Loan Document to the contrary, the
Administrative Agent and the Lenders agree with the Borrower that any funds,
claims, or distributions actually received by the Administrative Agent or any

<PAGE>
                                     -56-


Lender for the account of any Lender as a result of the enforcement of, or
pursuant to a claim relating solely to the Loans under, any Subsidiary Guaranty,
net of the Administrative Agent's and the Lenders' expenses of collection
thereof (such net amount, "SUBSIDIARY GUARANTY PROCEEDS"), shall be made
available for distribution equally and ratably (in proportion of the aggregate
amount of principal, interest and other amounts then owed in respect of the
Obligations or of the issuance of Public Debt, as the case may be) among the
Administrative Agent, the Lenders and the trustee or trustees of any Public Debt
so long as the Administrative Agent receives written notice of the amounts then
owed under the Public Debt; PROVIDED that such agreement to distribute
Subsidiary Guaranty Proceeds shall not be effective if the holders of the Public
Debt have the benefit of guaranties at any time from the Subsidiaries of the
Borrower and have not made a reciprocal agreement to share the proceeds of such
guaranties with the Lenders. The Administrative Agent is hereby authorized, by
the Borrower, by each Lender and by the Borrower on behalf of each Subsidiary
Guarantor to make such Subsidiary Guaranty Proceeds available pursuant to the
immediately preceding sentence. No Lender shall have any interest in any amount
paid over by the Administrative Agent or any other Lender to the trustee or
trustees in respect of any Public Debt (or to the holders thereof) pursuant to
the foregoing authorization. This Section 5.2 shall apply solely to Subsidiary
Guaranty Proceeds, and not to any payments, funds, claims or distributions
received by the Administrative Agent or any Lender directly or indirectly from
Borrower or any other Person (including a Subsidiary Guarantor) other than from
a Subsidiary Guarantor pursuant to the enforcement of, or the making of a claim
relating solely to the Loans under, a Subsidiary Guaranty. The Borrower is aware
of the terms of the Subsidiary Guarantees, and specifically understands and
agrees with the Administrative Agent, and the Lenders that, to the extent
Subsidiary Guaranty Proceeds are distributed to holders of Public Debt or their
respective trustees, such Subsidiary Guarantor has agreed that the Obligations
under this Agreement and any other Loan Document will not be deemed reduced by
any such distributions, and each Subsidiary Guarantor shall continue to make
payments pursuant to its Subsidiary Guaranty until such time as the Obligations
have been paid in full (and the Commitments have been terminated and any Letter
of Credit Participations reduced to zero).

                  (b) Nothing contained in this Section 5.2 shall be deemed
(i) to limit, modify, or alter the rights of the Administrative Agent or any
of the Lenders under any Subsidiary Guaranty or other Guaranty, (ii) to
subordinate the Obligations to any Public Debt, or (iii) to give any holder
of Public Debt (or any trustee for such holder) any rights of subrogation.

                  (c) This Section 5.2, and each Guaranty, are for the sole
benefit of the Administrative Agent, the Lenders and their respective
successors and

<PAGE>

                                      -57-


assigns. Nothing contained herein or in any Guaranty shall be deemed for the
benefit of any holder of Public Debt, or any trustee for such holder, nor shall
anything contained herein or therein be construed to impose on the
Administrative Agent or any Lender any fiduciary duties, obligations or
responsibilities to the holders of any Public Debt or their trustees (including,
but not limited to, any duty to pursue any Guarantor for payment under its
Subsidiary Guaranty).

         Section 6.    REPRESENTATIONS AND WARRANTIES. The Borrower for
itself and for each Guarantor insofar as any such statements relate to such
Guarantor represents and warrants to the Administrative Agent and the Lenders
all of the statements contained in this Section 6.

         Section 6.1.  AUTHORITY; ETC.

                       (a) ORGANIZATION; GOOD STANDING.

                                            (i) MCRLP is a limited partnership
                           duly organized, validly existing and in good standing
                           under the laws of the State of Delaware; each
                           Subsidiary of MCRLP that owns Real Estate is duly
                           organized or formed, validly existing and in good
                           standing as a corporation or a partnership or other
                           entity, as the case may be, under the laws of the
                           state of its organization or formation; the Borrower
                           and each of the Borrower's Subsidiaries that owns
                           Real Estate has all requisite partnership or
                           corporate or other entity, as the case may be, power
                           to own its respective properties and conduct its
                           respective business as now conducted and as presently
                           contemplated; and the Borrower and each of the
                           Borrower's Subsidiaries that owns Real Estate is in
                           good standing as a foreign entity and is duly
                           authorized to do business in the jurisdictions where
                           the Unencumbered Properties or other Real Estate
                           owned or ground-leased by it are located and in each
                           other jurisdiction where such qualification is
                           necessary except where a failure to be so qualified
                           in such other jurisdiction would not have a
                           materially adverse effect on any of their respective
                           businesses, assets or financial conditions.

                                            (ii) MCRC is a corporation duly
                           organized, validly existing and in good standing
                           under the laws of the State of Maryland; each
                           Subsidiary of MCRC that owns Real Estate is duly
                           organized or formed, validly existing and in good
                           standing as a corporation or partnership or other
                           entity,

<PAGE>

                                                -58-

                           as the case may be, under the laws of the state of
                           its organization or formation; MCRC and each of its
                           Subsidiaries that owns Real Estate has all requisite
                           corporate or partnership or other entity, as the
                           case may be, power to own its respective properties
                           and conduct its respective business as now conducted
                           and as presently contemplated; and MCRC and each of
                           its Subsidiaries that owns Real Estate is in good
                           standing as a foreign entity and is duly authorized
                           to do business in the jurisdictions where such
                           qualification is necessary (including, as to MCRC,
                           in the State of New Jersey) except where a failure
                           to be so qualified in such other jurisdiction would
                           not have a materially adverse effect on the
                           business, assets or financial condition of MCRC or
                           such Subsidiary.

                                            (iii) As to each subsequent
                           Guarantor, a provision similar, as applicable, to (a)
                           (i) or (ii) above shall be included in each such
                           subsequent Guarantor's Subsidiary Guaranty, and the
                           Borrower shall be deemed to make for itself and on
                           behalf of each such subsequent Guarantor a
                           representation and warranty as to such provision
                           regarding such subsequent Guarantor.

                       (b) CAPITALIZATION.

                                            (i) The outstanding equity of MCRLP
                           is comprised of a general partner interest and
                           limited partner interests, all of which have been
                           duly issued and are outstanding and fully paid and
                           non-assessable as set forth in SCHEDULE 6.1(b)
                           hereto. All of the issued and outstanding general
                           partner interests of MCRLP are owned and held of
                           record by MCRC. Except as disclosed in SCHEDULE
                           6.1(b) hereto, as of the Closing Date there are no
                           outstanding securities or agreements exchangeable for
                           or convertible into or carrying any rights to acquire
                           any general partnership interests in MCRLP. Except as
                           disclosed in SCHEDULE 6.1(b), there are no
                           outstanding commitments, options, warrants, calls or
                           other agreements (whether written or oral) binding on
                           MCRLP or MCRC which require or could require MCRLP or
                           MCRC to sell, grant, transfer, assign, mortgage,
                           pledge or otherwise dispose of any general
                           partnership interests of MCRLP. Except as set forth
                           in the Agreement of Limited Partnership of MCRLP, no
                           general partnership interests of MCRLP are subject to
                           any restrictions on transfer or any


<PAGE>

                                                -59-

                           partner agreements, voting agreements, trust deeds,
                           irrevocable proxies, or any other similar agreements
                           or interests (whether written or oral).

                                       (ii) As of the Closing Date, the
                           authorized capital stock of, or any other equity
                           interests in, each of MCRC's Subsidiaries are as
                           set forth in SCHEDULE 6.1(b), and the issued and
                           outstanding voting and non-voting shares of the
                           common stock of each of MCRC's Subsidiaries, and
                           all of the other equity interests in such
                           Subsidiaries, all of which have been duly issued
                           and are outstanding and fully paid and
                           non-assessable, are owned and held of record as
                           set forth in SCHEDULE 6.1(b). Except as disclosed
                           in SCHEDULE 6.1(b), as of the Closing Date there
                           are no outstanding securities or agreements
                           exchangeable for or convertible into or carrying
                           any rights to acquire any equity interests in any
                           of MCRC's Subsidiaries, and there are no
                           outstanding options, warrants, or other similar
                           rights to acquire any shares of any class in the
                           capital of or any other equity interests in any of
                           MCRC's Subsidiaries. Except as disclosed in
                           SCHEDULE 6.1(b), as of the Closing Date there are
                           no outstanding commitments, options, warrants,
                           calls or other agreements or obligations (whether
                           written or oral) binding on any of MCRC's
                           Subsidiaries to issue, sell, grant, transfer,
                           assign, mortgage, pledge or otherwise dispose of
                           any shares of any class in the capital of or other
                           equity interests in any of MCRC's Subsidiaries.
                           Except as disclosed in SCHEDULE 6.1(b), no shares
                           of, or equity interests in, any of MCRC's
                           Subsidiaries held by MCRC are subject to any
                           restrictions on transfer pursuant to any of MCRC's
                           Subsidiaries' applicable partnership, charter,
                           by-laws or any shareholder agreements, voting
                           agreements, voting trusts, trust agreements, trust
                           deeds, irrevocable proxies or any other similar
                           agreements or instruments (whether written or
                           oral).

                       (c) DUE AUTHORIZATION. The execution, delivery and
performance of this Agreement and the other Loan Documents to which the
Borrower or any of the Guarantors is a party and the transactions
contemplated hereby and thereby (i) are within the authority of the Borrower
and such Guarantor, (ii) have been duly authorized by all necessary
proceedings on the part of the Borrower or such Guarantor and any general
partner or other controlling Person thereof, (iii) do not conflict with or
result in any breach or contravention of any provision of law, statute, rule
or regulation to which the Borrower or such Guarantor is subject or any
judgment, order, writ, injunction, license or permit

<PAGE>

                                      -60-

applicable to the Borrower or such Guarantor, (iv) do not conflict with any
provision of the agreement of limited partnership, any certificate of limited
partnership, the charter documents or by-laws of the Borrower or such
Guarantor or any general partner or other controlling Person thereof, and (v)
do not contravene any provisions of, or constitute a default, Default or
Event of Default hereunder or a failure to comply with any term, condition or
provision of, any other agreement, instrument, judgment, order, decree,
permit, license or undertaking binding upon or applicable to the Borrower or
such Guarantor or any of the Borrower's or such Guarantor's properties
(except for any such failure to comply under any such other agreement,
instrument, judgment, order, decree, permit, license, or undertaking as would
not materially and adversely affect the condition (financial or otherwise),
properties, business or results of operations of the Borrower, the Operating
Subsidiaries or any Guarantor) or result in the creation of any mortgage,
pledge, security interest, lien, encumbrance or charge upon any of the
properties or assets of the Borrower, the Operating Subsidiaries or any
Guarantor.

                       (d)  ENFORCEABILITY. Each of the Loan Documents to
which the Borrower or any of the Guarantors is a party has been duly executed
and delivered and constitutes the legal, valid and binding obligations of the
Borrower and each such Guarantor, as the case may be, subject only to
applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium or other laws relating to or affecting generally the enforcement
of creditors' rights and to the fact that the availability of the remedy of
specific performance or injunctive relief is subject to the discretion of the
court before which any proceeding therefor may be brought.

         Section 6.2.  GOVERNMENTAL APPROVALS. The execution, delivery and
performance by the Borrower of this Agreement and by the Borrower and each
Guarantor of the other Loan Documents to which the Borrower or such Guarantor is
a party and the transactions contemplated hereby and thereby do not require (i)
the approval or consent of any governmental agency or authority other than those
already obtained, or (ii) filing with any governmental agency or authority,
other than filings which will be made with the SEC when and as required by law.

         Section 6.3.  TITLE TO PROPERTIES; LEASES.

         The Borrower, the Guarantors and their respective Subsidiaries that own
Real Estate each has good title to all of its respective Real Estate purported
to be owned by it, including, without limitation, that:

                       (a) As of the Closing Date (with respect to
Unencumbered Properties designated as such on the Closing Date) or the date
of designation as an Unencumbered Property (with respect to Unencumbered
Properties acquired

<PAGE>

                                       -61-


and/or designated as such after the Closing Date), and in each case to its
knowledge thereafter, the Borrower or a Guarantor holds good and clear record
and marketable fee simple or leasehold title to the Unencumbered Properties,
subject to no rights of others, including any mortgages, conditional sales
agreements, title retention agreements, liens or encumbrances, except for
Permitted Liens and, in the case of any ground-leased Unencumbered Property,
the terms of such ground lease (which shall be an Eligible Ground Lease), as
the same may then or thereafter be amended from time to time in a manner
consistent with the requirements for an Eligible Ground Lease.

                       (b) The Borrower and each of the then Guarantors will,
as of the Closing Date, own all of the assets as reflected in the financial
statements of the Borrower and MCRC described in Section 6.4 or acquired in
fee title (or, if Real Estate, leasehold title under an Eligible Ground
Lease) since the date of such financial statements (except property and
assets sold or otherwise disposed of in the ordinary course of business since
that date).

                       (c) As of the Closing Date, each of the direct or
indirect interests of MCRC, the Borrower or MCRC's other Subsidiaries in any
Partially-Owned Entity that owns Real Estate is set forth on SCHEDULE 6.3
hereto, including the type of entity in which the interest is held, the
percentage interest owned by MCRC, the Borrower or such Subsidiary in such
entity, the capacity in which MCRC, the Borrower or such Subsidiary holds the
interest, and MCRC's, the Borrower's or such Subsidiary's ownership interest
therein. SCHEDULE 6.3 will be updated quarterly at the time of delivery of
the financial statements pursuant to Section 7.4(b).

         Section 6.4.  FINANCIAL STATEMENTS.  The following financial
statements have been furnished to each of the Lenders:

                       (a)  The audited consolidated balance sheet of MCRC
and its Subsidiaries (including, without limitation, MCRLP and its
Subsidiaries) as of December 31, 1999 and their related consolidated income
statements for the fiscal year ended December 31, 1999. Such balance sheet
and income statements have been prepared in accordance with GAAP and fairly
present the financial condition of MCRC and its Subsidiaries as of the close
of business on the date thereof and the results of operations for the fiscal
year then ended. There are no contingent liabilities of MCRC as of such dates
involving material amounts, known to the officers of the Borrower or of MCRC,
not disclosed in said financial statements and the related notes thereto.

                       (b) The SEC Filings.

<PAGE>

                                      -62-


         Section 6.5 FISCAL YEAR. MCRC, the Borrower and its Subsidiaries each
has a fiscal year which is the twelve months ending on December 31 of each
calendar year, unless changed in accordance with Section 8.9 hereof.

         Section 6.6.  FRANCHISES, PATENTS, COPYRIGHTS, ETC. The Borrower, each
Guarantor and each of their respective Subsidiaries that owns Real Estate
possesses all franchises, patents, copyrights, trademarks, trade names, licenses
and permits, and rights in respect of the foregoing, adequate for the conduct of
their respective businesses substantially as now conducted without known
material conflict with any rights of others, including all Permits.

         Section 6.7.  LITIGATION. Except as stated on SCHEDULE 6.7, as updated
at the time of each compliance certificate, there are no actions, suits,
proceedings or investigations of any kind pending or, to the knowledge of the
Borrower and the Guarantors, threatened against the Borrower, any Guarantor or
any of their respective Subsidiaries before any court, tribunal or
administrative agency or board that, if adversely determined, could reasonably
be expected, either individually or in the aggregate, to have a Material Adverse
Effect or materially impair the rights of the Borrower or such Guarantor to
carry on their respective businesses substantially as now conducted by them, or
result in any substantial liability not adequately covered by insurance, or for
which adequate reserves are not maintained, as reflected in the applicable
financial statements of MCRLP and MCRC, or which question the validity of this
Agreement or any of the other Loan Documents, or any action taken or to be taken
pursuant hereto or thereto.

         Section 6.8.  NO MATERIALLY ADVERSE CONTRACTS, ETC. None of the
Borrower, any Guarantor or any of their respective Subsidiaries is subject to
any charter, corporate, partnership or other legal restriction, or any judgment,
decree, order, rule or regulation that has or is reasonably expected to have a
Material Adverse Effect. None of the Borrower, any Guarantor or any of their
respective Subsidiaries that owns Real Estate is a party to any contract or
agreement that has or is reasonably expected, in the judgment of their
respective officers, to have a Material Adverse Effect.

         Section 6.9.  COMPLIANCE WITH OTHER INSTRUMENTS, LAWS, ETC. None of
the Borrower, any Guarantor or any of their respective Subsidiaries that owns
Real Estate is in violation of any provision of its partnership agreement,
charter documents, bylaws or other organizational documents, as the case may
be, or any respective agreement or instrument to which it is subject or by
which it or any of its properties (including, in the case of MCRC and MCRLP,
any of their respective Subsidiaries) are bound or any decree, order,
judgment, statute, license, rule or regulation, in any of the foregoing cases
in a manner that could reasonably be expected to result, individually or in
the aggregate, in the imposition of substantial penalties or have a Material
Adverse Effect.

<PAGE>

                                     -63-


         Section 6.10. TAX STATUS.

                       (a) (i) Each of the Borrower, the Guarantors and their
respective Subsidiaries (A) has timely made or filed all federal, state and
local income and all other tax returns, reports and declarations required by any
jurisdiction to which it is subject, (B) has paid all taxes and other
governmental assessments and charges shown or determined to be due on such
returns, reports and declarations, except those being contested in good faith
and by appropriate proceedings, and except those which would not be in violation
of Section 8.1(b) hereof and (C) has set aside on its books provisions
reasonably adequate for the payment of all taxes for periods subsequent to the
periods to which such returns, reports or declarations apply, and (ii) there are
no unpaid taxes in any amount in violation of Section 8.1(b) hereof claimed to
be due by the taxing authority of any jurisdiction, and the respective officers
of the Borrower and the Guarantors and their respective Subsidiaries know of no
basis for any such claim.

                       (b) To the Borrower's knowledge, each Partially-Owned
Entity (i) has timely made or filed all federal, state and local income and
all other tax returns, reports and declarations required by any jurisdiction
to which it is subject, (ii) has paid all taxes and other governmental
assessments and charges shown or determined to be due on such returns,
reports and declarations, except those being contested in good faith and by
appropriate proceedings and except those which would not be in violation of
Section 8.1(b) hereof, and (iii) has set aside on its books provisions
reasonably adequate for the payment of all taxes for periods subsequent to
the periods to which such returns, reports or declarations apply. To the best
of the Borrower's knowledge, except as otherwise disclosed in writing to the
Administrative Agent, there are no unpaid taxes in any amount in violation of
Section 8.1(b) hereof claimed to be due by the taxing authority of any
jurisdiction from any Partially-Owned Entity, and the officers of the
Borrower know of no basis for any such claim.

         Section 6.11. NO EVENT OF DEFAULT; NO MATERIALLY ADVERSE CHANGES. No
Default or Event of Default has occurred and is continuing. Since December 31,
1999 there has occurred no materially adverse change in the financial condition
or business of MCRC and its Subsidiaries or MCRLP and its Subsidiaries as shown
on or reflected in the SEC Filings or the consolidated balance sheet of MCRC and
its Subsidiaries as at December 31, 1999, or the consolidated statement of
income for the fiscal quarter then ended, other than changes in the ordinary
course of business that have not had a Material Adverse Effect on the Borrower,
Guarantors and their respective Subsidiaries, taken as a whole.

         Section 6.12. INVESTMENT COMPANY ACTS. None of the Borrower, any
Guarantor or any of their respective Subsidiaries is an "investment company", or
an "affiliated

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                                      -64-

company" or a "principal underwriter" of an "investment company", as such
terms are defined in the Investment Company Act of 1940.

         Section 6.13. ABSENCE OF UCC FINANCING STATEMENTS, ETC. Except for
Permitted Liens, as of the Closing Date there will be no financing statement,
security agreement, chattel mortgage, real estate mortgage, equipment lease,
financing lease, option, encumbrance or other document filed or recorded with
any filing records, registry, or other public office, that purports to cover,
affect or give notice of any present or possible future lien or encumbrance on,
or security interest in, any Unencumbered Property. Neither the Borrower nor any
Guarantor has pledged or granted any lien on or security interest in or
otherwise encumbered or transferred any of their respective interests in any
Subsidiary (including in the case of MCRC, its interests in MCRLP, and in the
case of the Borrower, its interests in the Operating Subsidiaries) or in any
Partially-Owned Entity, except for the Harborside Pledged Interests pledged to
PSC in connection with the Harborside Transaction.

         Section 6.14. ABSENCE OF LIENS The Borrower or a Guarantor is the owner
of or the holder of a ground leasehold interest under an Eligible Ground Lease
in the Unencumbered Properties free from any lien, security interest,
encumbrance and any other claim or demand, except for Permitted Liens.

         Section 6.15. CERTAIN TRANSACTIONS. Except as set forth on SCHEDULE
6.15 or for transactions that have been determined by the Board of Directors
of the relevant Borrower, Guarantor or Subsidiary (or its respective general
partner) to be on terms as favorable to such Person as in an arms-length
transaction with a third party, none of the officers, partners, directors, or
employees of the Borrower or any Guarantor or any of their respective
Subsidiaries is presently a party to any transaction with the Borrower, any
Guarantor or any of their respective Subsidiaries (other than for or in
connection with services as employees, officers and directors), including any
contract, agreement or other arrangement providing for the furnishing of
services to or by, providing for rental of real or personal property to or
from, or otherwise requiring payments to or from any officer, partner,
director or such employee or, to the knowledge of the Borrower, any
corporation, partnership, trust or other entity in which any officer,
partner, director, or any such employee or natural Person related to such
officer, partner, director or employee or other Person in which such officer,
partner, director or employee has a direct or indirect beneficial interest
has a substantial interest or is an officer, director, trustee or partner.

         Section 6.16. EMPLOYEE BENEFIT PLANS.

                  Section 6.16.1 IN GENERAL. Each Employee Benefit Plan and each
         Guaranteed Pension Plan has been maintained and operated in


<PAGE>

                                      -65-


         compliance in all material respects with the provisions of ERISA and,
         to the extent applicable, the Code, including but not limited to the
         provisions thereunder respecting prohibited transactions and the
         bonding of fiduciaries and other persons handling plan funds as
         required by Section 412 of ERISA. The Borrower has heretofore delivered
         to the Administrative Agent the most recently completed annual report,
         Form 5500, with all required attachments, and actuarial statement
         required to be submitted under Section 103(d) of ERISA, with respect to
         each Guaranteed Pension Plan.

                  Section 6.16.2 TERMINABILITY OF WELFARE PLANS. No Employee
         Benefit Plan, which is an employee welfare benefit plan within the
         meaning of Section 3(1) or Section 3(2)(B) of ERISA, provides benefit
         coverage subsequent to termination of employment, except as required by
         Title I, Part 6 of ERISA or the applicable state insurance laws. The
         Borrower may terminate each such Plan at any time (or at any time
         subsequent to the expiration of any applicable bargaining agreement) in
         the discretion of the Borrower without material liability to any Person
         other than for claims arising prior to termination.

                  Section 6.16.3 GUARANTEED PENSION PLANS. Each contribution
         required to be made to a Guaranteed Pension Plan, whether required to
         be made to avoid the incurrence of an accumulated funding deficiency,
         the notice or lien provisions of Section 302(f) of ERISA, or otherwise,
         has been timely made. No waiver of an accumulated funding deficiency or
         extension of amortization periods has been received with respect to any
         Guaranteed Pension Plan, and neither the Borrower nor any Guarantor nor
         any ERISA Affiliate is obligated to or has posted security in
         connection with an amendment to a Guaranteed Pension Plan pursuant to
         Section 307 of ERISA or Section 401(a)(29) of the Code. No liability to
         the PBGC (other than required insurance premiums, all of which have
         been paid) has been incurred by the Borrower nor any Guarantor nor any
         ERISA Affiliate with respect to any Guaranteed Pension Plan and there
         has not been any ERISA Reportable Event (other than an ERISA Reportable
         Event as to which the requirement of 30 days notice has been waived),
         or any other event or condition which presents a material risk of
         termination of any Guaranteed Pension Plan by the PBGC. Based on the
         latest valuation of each Guaranteed Pension Plan (which in each case
         occurred within twelve months of the date of this representation), and
         on the actuarial methods and assumptions employed for that valuation,
         the aggregate benefit liabilities of all such Guaranteed Pension Plans
         within the meaning of Section 4001 of ERISA did not exceed the
         aggregate value of the assets of all such Guaranteed Pension Plans,
         disregarding for this purpose the benefit liabilities and assets of any
         Guaranteed Pension Plan with assets in excess of benefit liabilities,
         by more than $500,000.


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                                      -66-

                  Section 6.16.4 MULTIEMPLOYER PLANS. Neither the Borrower nor
         any Guarantor nor any ERISA Affiliate has incurred any material
         liability (including secondary liability) to any Multiemployer Plan as
         a result of a complete or partial withdrawal from such Multiemployer
         Plan under Section 4201 of ERISA or as a result of a sale of assets
         described in Section 4204 of ERISA. Neither the Borrower nor any ERISA
         Affiliate has been notified that any Multiemployer Plan is in
         reorganization or insolvent under and within the meaning of Section
         4241 or Section 4245 of ERISA or is at material risk of entering
         reorganization or becoming insolvent, or that any Multiemployer Plan
         intends to terminate or has been terminated under Section 4041A of
         ERISA.

         Section 6.17. REGULATIONS U AND X. The proceeds of the Loans shall be
used for the purposes described in Section 7.12. No portion of any Loan is to be
used, and no portion of any Letter of Credit is to be obtained, for the purpose
of purchasing or carrying any "margin security" or "margin stock" as such terms
are used in Regulations U and X of the Board of Governors of the Federal Reserve
System, 12 C.F.R. Parts 221 and 224, PROVIDED the Borrower may purchase MCRC
stock as a Distribution under sub part (ii) of the definition thereof as long as
it does not at any time cause the Lenders to be in violation of Regulations U
and X and such action does not otherwise constitute a Default or an Event of
Default.

         Section 6.18. ENVIRONMENTAL COMPLIANCE. The Borrower has caused
environmental assessments to be conducted and/or taken other steps to
investigate the past and present environmental condition and usage of the Real
Estate and the operations conducted thereon. Except as disclosed in the
environmental assessments provided to the Administrative Agent pursuant to
Section 10.7 and based upon such assessments and/or investigation, to the
Borrower's knowledge, the Borrower has determined that:

                       (a) None of the Borrower, any Guarantor, any of their
respective Subsidiaries or any operator of the Real Estate or any portion
thereof, or any operations thereon is in violation, or alleged violation (in
writing), of any judgment, order, law, license, rule or regulation pertaining
to environmental matters, including without limitation, those arising under
the Resource Conservation and Recovery Act ("RCRA"), the Comprehensive
Environmental Response, Compensation and Liability Act of 1980 as amended
("CERCLA"), the Superfund Amendments and Reauthorization Act of 1986
("SARA"), the Federal Clean Water Act, the Federal Clean Air Act, the Toxic
Substances Control Act, or any state or local statute, regulation, ordinance
or order relating to health, safety or the environment (hereinafter
"ENVIRONMENTAL LAWS"), which violation or alleged violation (in writing) has,
or its remediation would have, by itself or when aggregated with all such
other violations or alleged violations, a Material Adverse Effect or
constitutes a Disqualifying Environmental Event.


<PAGE>

                                      -67-

                       (b) None of the Borrower, any Guarantor or any of
their respective Subsidiaries has received notice from any third party,
including, without limitation, any federal, state or local governmental
authority, (i) that it has been identified by the United States Environmental
Protection Agency ("EPA") as a potentially responsible party under CERCLA
with respect to a site listed on the National Priorities List, 40 C.F.R. Part
300 Appendix B (1986), (ii) that any hazardous waste, as defined by 42 U.S.C.
Section 6903(5), any hazardous substances as defined by 42 U.S.C. Section
9601(14), any pollutant or contaminant as defined by 42 U.S.C. Section
9601(33) or any toxic substances, oil or hazardous materials or other
chemicals or substances regulated by any Environmental Laws ("HAZARDOUS
SUBSTANCES") which it has generated, transported or disposed of has been
found at any site at which a federal, state or local agency or other third
party has conducted or has ordered that the Borrower, any Guarantor or any of
their respective Subsidiaries conduct a remedial investigation, removal or
other response action pursuant to any Environmental Law, or (iii) that it is
or shall be a named party to any claim, action, cause of action, complaint,
or legal or administrative proceeding (in each case, contingent or otherwise)
arising out of any third party's incurrence of costs, expenses, losses or
damages of any kind whatsoever in connection with the release of Hazardous
Substances; which event described in any such notice would have a Material
Adverse Effect or constitutes a Disqualifying Environmental Event.

                       (c) (i) No portion of the Real Estate has been used
for the handling, processing, storage or disposal of Hazardous Substances
except in accordance with applicable Environmental Laws; and no underground
tank or other underground storage receptacle for Hazardous Substances is
located on any portion of any Real Estate except in accordance with
applicable Environmental Laws, (ii) in the course of any activities conducted
by the Borrower, the Guarantors, their respective Subsidiaries or to the
knowledge of the Borrower, without any independent inquiry other than as set
forth in the environmental assessments, the operators of the Real Estate, or
any ground or space tenants on any Real Estate, no Hazardous Substances have
been generated or are being used on such Real Estate except in accordance
with applicable Environmental Laws, (iii) there has been no present or past
releasing, spilling, leaking, pumping, pouring, emitting, emptying,
discharging, injecting, escaping, disposing or dumping (a "RELEASE") or
threatened Release of Hazardous Substances on, upon, into or from the Real
Estate, (iv) to the knowledge of the Borrower without any independent inquiry
other than as set forth in the environmental assessments, there have been no
Releases on, upon, from or into any real property in the vicinity of any of
the Real Estate which, through soil or groundwater contamination, may have
come to be located on such Real Estate, and (v) any Hazardous Substances that
have been generated by the Borrower or a Guarantor or any of their respective
Subsidiaries at any of

<PAGE>

                                     -68-

the Real Estate have been transported off-site only by carriers having an
identification number issued by the EPA, treated or disposed of only by
treatment or disposal facilities maintaining valid permits as required under
applicable Environmental Laws; any of which events described in clauses (i)
through (v) above would have a Material Adverse Effect, or constitutes a
Disqualifying Environmental Event.

                  (d) By virtue of the use of the Loans proceeds contemplated
hereby, or as a condition to the effectiveness of any of the Loan Documents,
none of the Borrower, any Guarantor or any of the Real Estate is subject to any
applicable Environmental Law requiring the performance of Hazardous Substances
site assessments, or the removal or remediation of Hazardous Substances, or the
giving of notice to any governmental agency or the recording or delivery to
other Persons of an environmental disclosure document or statement.

         Section 6.19. SUBSIDIARIES. As of the Closing Date, SCHEDULE 6.19 sets
forth all of the respective Subsidiaries of MCRC or MCRLP and any other
Guarantor, and SCHEDULE 6.19 will be updated annually at the time of delivery of
the financial statements pursuant to Section 7.4(a) to reflect any changes,
including subsequent Guarantor and its Subsidiaries, if any.

         Section 6.20. LOAN DOCUMENTS. All of the representations and warranties
of the Borrower and the Guarantors made in this Agreement and in the other Loan
Documents or any document or instrument delivered to the Administrative Agent or
the Lenders pursuant to or in connection with any of such Loan Documents are
true and correct in all material respects and do not include any untrue
statement of a material fact or omit to state a material fact required to be
stated or necessary to make such representations and warranties not materially
misleading.

         Section 6.21. REIT STATUS. MCRC has not taken any action that would
prevent it from maintaining its qualification as a REIT or from maintaining
such qualification at all times during the term of the Loans.

         Section 6.22. SUBSEQUENT GUARANTORS. The foregoing representations and
warranties in Section 6.3 through Section 6.20, as the same are true, correct
and applicable to Guarantors existing on the Closing Date, shall be true,
correct and applicable to each subsequent Guarantor in all material respects as
of the date it becomes a Guarantor.

         Section 7. AFFIRMATIVE COVENANTS OF THE BORROWER AND THE GUARANTORS.
The Borrower for itself and on behalf of each of the Guarantors (if and to the
extent expressly included in Subsections contained in this Section)

<PAGE>

                                     -69-

covenants and agrees that, so long as any Loan, Letter of Credit or Note is
outstanding or the Lenders have any obligation to make any Loans or any
Lender has any obligation to issue, extend or renew any Letters of Credit:

         Section 7.1. PUNCTUAL PAYMENT. The Borrower will duly and punctually
pay or cause to be paid the principal and interest on the Loans and all
interest, fees, charges and other amounts provided for in this Agreement and the
other Loan Documents, all in accordance with the terms of this Agreement and the
Notes, and the other Loan Documents.

         Section 7.2. MAINTENANCE OF OFFICE. The Borrower and each of the
Guarantors will maintain its chief executive office in Cranford, New Jersey, or
at such other place in the United States of America as each of them shall
designate upon written notice to the Administrative Agent to be delivered within
five (5) days of such change, where notices, presentations and demands to or
upon the Borrower and the Guarantors, as the case may be, in respect of the Loan
Documents may be given or made.

         Section 7.3. RECORDS AND ACCOUNTS. The Borrower and each of the
Guarantors will (a) keep true and accurate records and books of account in which
full, true and correct entries will be made in accordance with GAAP in all
material respects, and will cause each of its Subsidiaries that owns Real Estate
to keep true and accurate records and books of account in which full, true and
correct entries will be made in accordance with GAAP in all material respects,
(b) maintain adequate accounts and reserves for all taxes (including income
taxes), contingencies, depreciation and amortization of its properties and the
properties of its Subsidiaries and (c) at all times engage
PricewaterhouseCoopers LLP or other Accountants as the independent certified
public accountants of MCRC, MCRLP and their respective Subsidiaries and will not
permit more than thirty (30) days to elapse between the cessation of such firm's
(or any successor firm's) engagement as the independent certified public
accountants of MCRC, MCRLP and their respective Subsidiaries and the appointment
in such capacity of a successor firm as Accountants.

         Section 7.4. FINANCIAL STATEMENTS, CERTIFICATES AND INFORMATION.
The Borrower will deliver and will cause MCRC to deliver to the
Administrative Agent:

                  (a) as soon as practicable, but in any event not later than
ninety (90) days after the end of each of its fiscal years, unless, in the case
of MCRC, MCRC has filed for an extension in accordance with Section 7.4(g)
hereof, in which case such annual financial statements shall be due in
accordance with the proviso to Section 7.4(g):

<PAGE>

                                     -70-

                           (i) in the case of MCRLP, if prepared, the audited
         consolidated balance sheet of MCRLP and its subsidiaries at the end of
         such year, the related audited consolidated statements of operations,
         owner's equity (deficit) and cash flows for the year then ended, in
         each case (except for statements of cash flow and owner's equity) with
         supplemental consolidating schedules provided by MCRLP; and

                           (ii) in the case of MCRC, the audited consolidated
         balance sheet of MCRC and its subsidiaries (including, without
         limitation, MCRLP and its subsidiaries) at the end of such year, the
         related audited consolidated statements of operations, stockholders'
         equity (deficit) and cash flows for the year then ended, in each case
         with supplemental consolidating schedules (except for statements of
         cash flow and stockholders' equity) provided by MCRC;

each setting forth in comparative form the figures for the previous fiscal year
and all such statements to be in reasonable detail, prepared in accordance with
GAAP, and, in each case, accompanied by an auditor's report prepared without
qualification by the Accountants;

                  (b) as soon as practicable, but in any event not later than
forty-five (45) days after the end of each of its first three (3) fiscal
quarters:

                           (i) in the case of MCRLP, if prepared, copies of the
         unaudited consolidated balance sheet of MCRLP and its subsidiaries as
         at the end of such quarter, the related unaudited consolidated
         statements of operations, owner's equity (deficit) and cash flows for
         the portion of MCRLP's fiscal year then elapsed, with supplemental
         consolidating schedules (except with respect to statements of cash flow
         and owner's equity) provided by MCRLP; and

                           (ii) in the case of MCRC, copies of the unaudited
         consolidated balance sheet of MCRC and its subsidiaries (including,
         without limitation, MCRLP and its subsidiaries) as at the end of such
         quarter, the related unaudited consolidated statements of operations,
         stockholders' equity (deficit) and cash flows for the portion of MCRC's
         fiscal year then elapsed, with supplemental consolidating schedules
         (except with respect to statements of cash flow and stockholders'
         equity) provided by MCRC;

all in reasonable detail and prepared in accordance with GAAP on the same basis
as used in preparation of MCRC's Form 10-Q statements filed with the SEC,
together with a certification by the chief financial officer or vice president
of finance of MCRLP or MCRC, as applicable, that the information contained in

<PAGE>

                                     -71-

such financial statements fairly presents the financial position of MCRLP or
MCRC (as the case may be) and its subsidiaries on the date thereof (subject to
year-end adjustments);

                  (c) simultaneously with the delivery of the financial
statements referred to in subsections (a) (for the fourth fiscal quarter of
each fiscal year) above and (b) (for the first three fiscal quarters of each
fiscal year), a statement in the form of EXHIBIT D hereto signed by the chief
financial officer or vice president of finance of the MCRLP or MCRC, as
applicable, and (if applicable) reconciliations to reflect changes in GAAP since
the applicable Financial Statement Date, but only to the extent that such
changes in GAAP affect the financial covenants set forth in Section 9 hereof;
and, in the case of MCRLP, setting forth in reasonable detail computations
evidencing compliance with the covenants contained in Section 8.7 and Section 9
hereof;

                  (d) promptly if requested by the Administrative Agent, a copy
of each report (including any so-called letters of reportable conditions or
letters of no material weakness) submitted to the Borrower, MCRC, or any other
Guarantor or any of their respective subsidiaries by the Accountants in
connection with each annual audit of the books of the Borrower, MCRC, or any
other Guarantor or such subsidiary by such Accountants or in connection with any
interim audit thereof pertaining to any phase of the business of the Borrower,
MCRC or any other Guarantor or any such subsidiary;

                  (e) contemporaneously with the filing or mailing thereof,
copies of all material of a financial nature sent to the holders of any
Indebtedness of the Borrower or any Guarantor (other than the Loans) for
borrowed money, to the extent that the information or disclosure contained in
such material refers to or could reasonably be expected to have a Material
Adverse Effect;

                  (f) subject to subsection (g) below, contemporaneously with
the filing or mailing thereof, copies of all material of a financial nature
filed with the SEC or sent to the stockholders of MCRC;

                  (g) as soon as practicable, but in any event not later than
ninety (90) days after the end of each fiscal year of MCRC, copies of the Form
10-K statement filed by MCRC with the SEC for such fiscal year, and as soon as
practicable, but in any event not later than forty-five (45) days after the end
of each fiscal quarter of MCRC, copies of the Form 10-Q statement filed by MCRC
with the SEC for such fiscal quarter, PROVIDED that, in either case, if MCRC has
filed an extension for the filing of such statements, MCRC shall deliver such
statements to the Administrative Agent within ten (10) days after the filing
thereof with the SEC which filing shall be within fifteen (15) days of MCRC's

<PAGE>

                                     -72-

filing for such extension or such sooner time as required to avert a Material
Adverse Effect on MCRC;

                  (h) from time to time, but not more frequently than once each
calendar quarter so long as no Default or Event of Default has occurred and is
continuing, such other financial data and information about the Borrower, MCRC,
the other Guarantors, their respective Subsidiaries, the Real Estate and the
Partially-Owned Entities as the Administrative Agent or any Lender acting
through the Administrative Agent may reasonably request, and which is prepared
by such Person in the normal course of its business or is required for
securities and tax law compliance, including pro forma financial statements
described in Section 9.9(b)(ii), complete rent rolls for the Unencumbered
Properties and summary rent rolls for the other Real Estate, existing
environmental reports, and insurance certificates with respect to the Real
Estate (including the Unencumbered Properties) and tax returns (following the
occurrence of a Default or Event of Default or, in the case of MCRC, to confirm
MCRC's REIT status), but excluding working drafts and papers and privileged
documents; and

                  (i) simultaneously with the delivery of the financial
statements referred to in subsections (a) and (b) above, updates to SCHEDULE
6.3 and SCHEDULE 6.19 hereto.

         Section 7.5. NOTICES.

                  (a) DEFAULTS. The Borrower will, and will cause each
Guarantor, as applicable, to, promptly notify the Administrative Agent in
writing of the occurrence of any Default or Event of Default. If any Person
shall give any notice or take any other action in respect of (x) a claimed
default (whether or not constituting a Default or Event of Default under this
Agreement) or (y) a claimed default by the Borrower, any Guarantor or any of
their respective Subsidiaries, as applicable, under any note, evidence of
Indebtedness, indenture or other obligation for borrowed money to which or with
respect to which any of them is a party or obligor, whether as principal,
guarantor or surety, and such default would permit the holder of such note or
obligation or other evidence of Indebtedness to accelerate the maturity thereof
or otherwise cause the entire Indebtedness to become due, the Borrower, MCRC or
such other Guarantor, as the case may be, shall forthwith give written notice
thereof to the Administrative Agent, describing the notice or action and the
nature of the claimed failure to comply.

                  (b) ENVIRONMENTAL EVENTS. The Borrower will, and will cause
each Guarantor to, promptly give notice in writing to the Administrative Agent
(i) upon the Borrower's or such Guarantor's obtaining knowledge of any material
violation of any Environmental Law affecting any Real Estate or the Borrower's

<PAGE>

                                     -73-

or such Guarantor's operations or the operations of any of their Subsidiaries,
(ii) upon the Borrower's or such Guarantor's obtaining knowledge of any known
Release of any Hazardous Substance at, from, or into any Real Estate which it
reports in writing or is reportable by it in writing to any governmental
authority and which is material in amount or nature or which could materially
adversely affect the value of such Real Estate, (iii) upon the Borrower's or
such Guarantor's receipt of any notice of material violation of any
Environmental Laws or of any material Release of Hazardous Substances in
violation of any Environmental Laws or any matter that may be a Disqualifying
Environmental Event, including a notice or claim of liability or potential
responsibility from any third party (including without limitation any federal,
state or local governmental officials) and including notice of any formal
inquiry, proceeding, demand, investigation or other action with regard to (A)
the Borrower's or such Guarantor's or any other Person's operation of any Real
Estate, (B) contamination on, from or into any Real Estate, or (C) investigation
or remediation of off-site locations at which the Borrower or such Guarantor or
any of its predecessors are alleged to have directly or indirectly disposed of
Hazardous Substances, or (iv) upon the Borrower's or such Guarantor's obtaining
knowledge that any expense or loss has been incurred by such governmental
authority in connection with the assessment, containment, removal or remediation
of any Hazardous Substances with respect to which the Borrower or such Guarantor
or any Partially-Owned Entity may be liable or for which a lien may be imposed
on any Real Estate; provided any of which events described in clauses (i)
through (iv) above would have a Material Adverse Effect or constitute a
Disqualifying Environmental Event with respect to any Unencumbered Property.

                  (c) NOTIFICATION OF CLAIMS AGAINST UNENCUMBERED PROPERTIES.
The Borrower will, and will cause each Guarantor to, promptly upon becoming
aware thereof, notify the Administrative Agent in writing of any setoff, claims,
withholdings or other defenses to which any of the Unencumbered Properties are
subject, which (i) would have a material adverse effect on the value of such
Unencumbered Property, (ii) would have a Material Adverse Effect, or (iii) with
respect to such Unencumbered Property, would constitute a Disqualifying
Environmental Event or a Lien which is not a Permitted Lien.

                  (d) NOTICE OF LITIGATION AND JUDGMENTS. The Borrower will, and
will cause each Guarantor and each Guarantor's Subsidiaries to, and the Borrower
will cause each of its respective Subsidiaries to, give notice to the
Administrative Agent in writing within ten (10) days of becoming aware of any
litigation or proceedings threatened in writing or any pending litigation and
proceedings an adverse determination in which could reasonably be expected to
have a Material Adverse Effect or materially adversely affect any Unencumbered
Property, or to which the Borrower, any Guarantor or any of

<PAGE>

                                     -74-

their respective Subsidiaries is or is to become a party involving an
uninsured claim against the Borrower, any Guarantor or any of their
respective Subsidiaries that could reasonably be expected to have a
Materially Adverse Effect or materially adversely affect the value or
operation of the Unencumbered Properties and stating the nature and status of
such litigation or proceedings. The Borrower will, and will cause each of the
Guarantors and the Subsidiaries to, give notice to the Administrative Agent,
in writing, in form and detail reasonably satisfactory to the Administrative
Agent, within ten (10) days of any judgment not covered by insurance, final
or otherwise, against the Borrower, any Guarantor or any of their
Subsidiaries in an amount in excess of $1,000,000.

                  (e) ACQUISITION OF REAL ESTATE. The Borrower shall promptly
provide the Administrative Agent and the Lenders with any press releases
relating to the acquisition of any Real Estate by the Borrower, any Guarantor,
any of their respective Subsidiaries or any Partially-Owned Entity. In addition,
to the extent not otherwise provided to the Administrative Agent in its press
release and Form 10-Q filings with the SEC, the Borrower shall provide to the
Administrative Agent on a quarterly basis together with the financial statements
referred to in Section 7.4(b) the following information with respect to all Real
Estate acquired during the prior quarter: its address, a brief description, a
brief summary of the key business terms of such acquisition (including sources
and uses of funds for such acquisition), a brief summary of the principal terms
of any financing for such Real Estate, and a statement as to whether such Real
Estate qualifies as an Unencumbered Property.

         Section 7.6. EXISTENCE OF BORROWER AND SUBSIDIARY GUARANTORS;
MAINTENANCE OF PROPERTIES. The Borrower for itself and for each Subsidiary
Guarantor insofar as any such statements relate to such Subsidiary Guarantor
will do or cause to be done all things necessary to, and shall, preserve and
keep in full force and effect its existence as a limited partnership or its
existence as another legally constituted entity, and will do or cause to be done
all things necessary to preserve and keep in full force all of its material
rights and franchises and those of its Subsidiaries. The Borrower (a) will cause
all necessary repairs, renewals, replacements, betterments and improvements to
be made to all Real Estate owned or controlled by it or by any of its
Subsidiaries or any Subsidiary Guarantor, all as in the judgment of the Borrower
or such Subsidiary or such Subsidiary Guarantor may be necessary so that the
business carried on in connection therewith may be properly conducted at all
times, subject to the terms of the applicable Leases and partnership agreements
or other entity charter documents, (b) will cause all of its other properties
and those of its Subsidiaries and the Subsidiary Guarantors used or useful in
the conduct of its business or the business of its Subsidiaries or such
Subsidiary Guarantor to be maintained and kept in good condition, repair and
working order and supplied with all necessary equipment, ordinary wear and tear
excepted, and (c) will, and

<PAGE>

                                     -75-

will cause each of its Subsidiaries and each Subsidiary Guarantor to,
continue to engage primarily in the businesses now conducted by it and in
related businesses consistent with the requirements of the fourth sentence of
Section 7.7 hereof; PROVIDED that nothing in this Section 7.6 shall prevent
the Borrower from discontinuing the operation and maintenance of any of its
properties or any of those of its Subsidiaries if such discontinuance is, in
the judgment of the Borrower, desirable in the conduct of its or their
business and such discontinuance does not cause a Default or an Event of
Default hereunder and does not in the aggregate have a Material Adverse
Effect on the Borrower, Guarantors and their respective Subsidiaries taken as
a whole.

         Section 7.7. EXISTENCE OF MCRC; MAINTENANCE OF REIT STATUS OF MCRC;
MAINTENANCE OF PROPERTIES. The Borrower will cause MCRC to do or cause to be
done all things necessary to preserve and keep in full force and effect MCRC's
existence as a Maryland corporation. The Borrower will cause MCRC at all times
to maintain its status as a REIT and not to take any action which could lead to
its disqualification as a REIT. The Borrower shall cause MCRC at all times to
maintain its listing on the New York Stock Exchange or any successor thereto.
The Borrower will cause MCRC to continue to operate as a fully-integrated,
self-administered and self-managed real estate investment trust which, together
with its Subsidiaries (including, without limitation MCRLP) owns and operates an
improved property portfolio comprised primarily (i.e., 85% or more by value) of
office, office/flex, warehouse and industrial/warehouse properties. The Borrower
will cause MCRC not to engage in any business other than the business of acting
as a REIT and serving as the general partner and limited partner of MCRLP, as a
member, partner or stockholder of other Persons and as a Guarantor. The Borrower
shall cause MCRC to conduct all or substantially all of its business operations
through MCRLP or through subsidiary partnerships or other entities in which (x)
MCRLP directly or indirectly owns at least 95% of the economic interests and (y)
MCRC directly or indirectly (through wholly-owned Subsidiaries) acts as sole
general partner or managing member. The Borrower shall cause MCRC not to own
real estate assets outside of its interests in MCRLP. The Borrower will cause
MCRC to do or cause to be done all things necessary to preserve and keep in full
force all of its rights and franchises and those of its Subsidiaries. The
Borrower will cause MCRC (a) to cause all of its properties and those of its
Subsidiaries used or useful in the conduct of its business or the business of
its Subsidiaries to be maintained and kept in good condition, repair and working
order and supplied with all necessary equipment, ordinary wear and tear
excepted, (b) to cause to be made all necessary repairs, renewals, replacements,
betterments and improvements thereof, all as in the judgment of MCRC may be
necessary so that the business carried on in connection therewith may be
properly conducted at all times, and (c) to cause each of its Subsidiaries to
continue to engage primarily in the businesses now conducted by it and in
related businesses, consistent with

<PAGE>

                                     -76-

the requirements of the fourth sentence of this Section 7.7; PROVIDED that
nothing in this Section 7.7 shall prevent MCRC from discontinuing the
operation and maintenance of any of its properties or any of those of its
Subsidiaries if such discontinuance is, in the judgment of MCRC, desirable in
the conduct of its or their business and such discontinuance does not cause a
Default or an Event of Default hereunder and does not in the aggregate
materially adversely affect the business of MCRC and its Subsidiaries on a
consolidated basis.

         Section 7.8. INSURANCE. The Borrower will, and will cause each
Guarantor to, maintain with respect to its properties, and will cause each of
its Subsidiaries to maintain with financially sound and reputable insurers,
insurance with respect to such properties and its business against such
casualties and contingencies as shall be commercially reasonable and in
accordance with the customary and general practices of businesses having similar
operations and real estate portfolios in similar geographic areas and in
amounts, containing such terms, in such forms and for such periods as may be
reasonable and prudent for such businesses.

         Section 7.9. TAXES. The Borrower will, and will cause each Guarantor
to, pay or cause to be paid real estate taxes, other taxes, assessments and
other governmental charges against the Real Estate before the same become
delinquent and will duly pay and discharge, or cause to be paid and discharged,
before the same shall become overdue, all taxes, assessments and other
governmental charges imposed upon its sales and activities, or any part thereof,
or upon the income or profits therefrom, as well as all claims for labor,
materials, or supplies that if unpaid might by law become a lien or charge upon
any of the Real Estate; PROVIDED that any such tax, assessment, charge, levy or
claim need not be paid if the validity or amount thereof shall currently be
contested in good faith by appropriate proceedings and if the Borrower or such
Guarantor shall have set aside on its books adequate reserves with respect
thereto; and PROVIDED FURTHER that the Borrower or such Guarantor will pay all
such taxes, assessments, charges, levies or claims forthwith upon the
commencement of proceedings to foreclose any lien that may have attached as
security therefor. If requested by the Agent, the Borrower will provide evidence
of the payment of real estate taxes, other taxes, assessments and other
governmental charges against the Real Estate in the form of receipted tax bills
or other form reasonably acceptable to the Agent. Notwithstanding the foregoing,
a breach of the covenants set forth in this Section 7.9 shall only constitute an
Event of Default if such breach results in a violation of the covenant set forth
in Section 8.1(b) hereof.

         Section 7.10. INSPECTION OF PROPERTIES AND BOOKS. The Borrower will,
and will cause each Guarantor to, permit the Lenders, coordinated through the
Administrative Agent, (a) on an annual basis as a group, or more frequently if

<PAGE>

                                     -77-

required by law or by regulatory requirements of a Lender or if a Default or an
Event of Default shall have occurred and be continuing, to visit and inspect any
of the properties of the Borrower, any Guarantor or any of their respective
Subsidiaries, and to examine the books of account of the Borrower, the
Guarantors and their respective Subsidiaries (and to make copies thereof and
extracts therefrom) and (b) to discuss the affairs, finances and accounts of the
Borrower, the Guarantors and their respective Subsidiaries with, and to be
advised as to the same by, its officers, all at such reasonable times and
intervals during normal business hours as the Administrative Agent may
reasonably request; PROVIDED that the Borrower shall only be responsible for the
costs and expenses incurred by the Administrative Agent in connection with such
inspections after the occurrence and during the continuance of an Event of
Default; and PROVIDED FURTHER that such Person has executed a confidentiality
agreement in substantially the form executed by the Administrative Agent as of
the date hereof. The Administrative Agent and each Lender agrees to treat any
non-public information delivered or made available by the Borrower to it in
accordance with the provisions of the confidentiality agreement executed by such
Person.

         Section 7.11. COMPLIANCE WITH LAWS, CONTRACTS, LICENSES, AND PERMITS.
The Borrower will, and will cause each Guarantor to, comply with, and will cause
each of their respective Subsidiaries to comply with (a) all applicable laws and
regulations now or hereafter in effect wherever its business is conducted,
including, without limitation, all Environmental Laws and all applicable federal
and state securities laws, (b) the provisions of its partnership agreement and
certificate or corporate charter and other charter documents and by-laws, as
applicable, (c) all material agreements and instruments to which it is a party
or by which it or any of its properties may be bound (including the Real Estate
and the Leases) and (d) all applicable decrees, orders, and judgments; PROVIDED
that any such decree, order or judgment need not be complied with if the
validity or amount thereof shall currently be contested in good faith by
appropriate proceedings and if the Borrower or such Guarantor shall have set
aside on its books adequate reserves with respect thereto; and PROVIDED FURTHER
that the Borrower or such Guarantor will comply with any such decree, order or
judgment forthwith upon the commencement of proceedings to foreclose any Lien
that may have attached as security therefor.

         Section 7.12. USE OF PROCEEDS. Subject at all times to the other
provisions of this Agreement, the Borrower will use the proceeds of the Loans
solely for general working capital needs (including letters of credit) and other
general corporate purposes.

         Section 7.13. ACQUISITION OF UNENCUMBERED PROPERTIES. The Borrower
shall promptly, but in any event within thirty (30) days of the acquisition of
an

<PAGE>

                                     -78-

Unencumbered Property or the qualification of any Real Estate as an
Unencumbered Property, deliver to the Administrative Agent a copy of the Title
Policy or commitment for a Title Policy and the final environmental site
assessment for such Unencumbered Property.

         Section 7.14. ADDITIONAL GUARANTORS; SOLVENCY OF GUARANTORS.

                  (a) If, after the Closing Date, a Subsidiary that is not a
Guarantor, acquires any Real Estate that then or thereafter qualifies under
(a)-(d) of the definition of Unencumbered Property and is wholly-owned or ground
leased under an Eligible Ground Lease, the Borrower shall cause such Person
(which Person must be or become a wholly-owned Subsidiary) to execute and
deliver a Guaranty to the Administrative Agent and the Lenders in substantially
the form of EXHIBIT B hereto. Such Guaranty shall evidence consideration and
equivalent value. The Borrower will not permit any Guarantor that owns or ground
leases any Unencumbered Properties to have any Subsidiaries unless such
Subsidiary's business, obligations and undertakings are exclusively related to
the business of such Guarantor in the ownership of the Unencumbered Properties.

                  (b) The Borrower, MCRC, and each Subsidiary Guarantor is
solvent, other than for Permitted Event(s) permitted by this Agreement which
shall be the only Non-Material Breaches under this Section 7.14(b). The Borrower
and MCRC each acknowledge that, subject to the indefeasible payment and
performance in full of the Obligations, the rights of contribution among each of
the them and the Subsidiary Guarantors are in accordance with applicable laws
and in accordance with each such Person's benefits under the Loans and this
Agreement. The Borrower further acknowledges that, subject to the indefeasible
payment and performance in full of the Obligations, the rights of subrogation of
the Subsidiary Guarantors as against the Borrower and MCRC are in accordance
with applicable laws.

         Section 7.15. FURTHER ASSURANCES. The Borrower will, and will cause
each Guarantor to, cooperate with, and to cause each of its Subsidiaries to
cooperate with, the Administrative Agent and the Lenders and execute such
further instruments and documents as the Lenders or the Administrative Agent
shall reasonably request to carry out to their reasonable satisfaction the
transactions contemplated by this Agreement and the other Loan Documents.

         Section 7.16. [Intentionally Omitted]

         Section 7.17. ENVIRONMENTAL INDEMNIFICATION. The Borrower covenants and
agrees that it and its Subsidiaries will indemnify and hold the Administrative
Agent and each Lender, and each of their respective Affiliates, harmless from

<PAGE>
                                      -79-

and against any and all claims, expense, damage, loss or liability incurred
by the Administrative Agent or any Lender (including all reasonable costs of
legal representation incurred by the Administrative Agent or any Lender in
connection with any investigative, administrative or judicial proceeding,
whether or not the Administrative Agent or any Lender is party thereto, but
excluding, as applicable for the Administrative Agent or a Lender, any claim,
expense, damage, loss or liability as a result of the gross negligence or
willful misconduct of the Administrative Agent or such Lender or any of their
respective Affiliates) relating to (a) any Release or threatened Release of
Hazardous Substances on any Real Estate; (b) any violation of any
Environmental Laws with respect to conditions at any Real Estate or the
operations conducted thereon; (c) the investigation or remediation of
off-site locations at which the Borrower, any Guarantor or any of their
respective Subsidiaries or their predecessors are alleged to have directly or
indirectly disposed of Hazardous Substances; or (d) any action, suit,
proceeding or investigation brought or threatened with respect to any
Hazardous Substances relating to Real Estate (including, but not limited to,
claims with respect to wrongful death, personal injury or damage to
property). In litigation, or the preparation therefor, the Lenders and the
Administrative Agent shall be entitled to select their own counsel and
participate in the defense and investigation of such claim, action or
proceeding, and the Borrower shall bear the expense of such separate counsel
of the Administrative Agent and the Lenders if (i) in the written opinion of
counsel to the Administrative Agent and the Lenders, use of counsel of the
Borrower's choice could reasonably be expected to give rise to a conflict of
interest, (ii) the Borrower shall not have employed counsel reasonably
satisfactory to the Administrative Agent and the Lenders within a reasonable
time after notice of the institution of any such litigation or proceeding, or
(iii) the Borrower authorizes the Administrative Agent and the Lenders to
employ separate counsel at the Borrower's expense. It is expressly
acknowledged by the Borrower that this covenant of indemnification shall
survive the payment of the Loans and shall inure to the benefit of the
Administrative Agent and the Lenders and their respective Affiliates, their
respective successors, and their respective assigns under the Loan Documents
permitted under this Agreement.

         Section 7.18. RESPONSE ACTIONS. The Borrower covenants and agrees
that if any Release or disposal of Hazardous Substances shall occur or shall
have occurred on any Real Estate owned by it or any of its Subsidiaries, the
Borrower will cause the prompt containment and removal of such Hazardous
Substances and remediation of such Real Estate if necessary to comply with
all Environmental Laws.

         Section 7.19. ENVIRONMENTAL ASSESSMENTS. If the Majority Lenders
have reasonable grounds to believe that a Disqualifying Environmental Event
has


<PAGE>

                                      -80-

occurred with respect to any Unencumbered Property, after reasonable notice
by the Administrative Agent, whether or not a Default or an Event of Default
shall have occurred, the Majority Lenders may determine that the affected
Real Estate no longer qualifies as an Unencumbered Property; PROVIDED that
prior to making such determination, the Administrative Agent shall give the
Borrower reasonable notice and the opportunity to obtain one or more
environmental assessments or audits of such Unencumbered Property prepared by
a hydrogeologist, an independent engineer or other qualified consultant or
expert approved by the Administrative Agent, which approval will not be
unreasonably withheld, to evaluate or confirm (i) whether any Release of
Hazardous Substances has occurred in the soil or water at such Unencumbered
Property and (ii) whether the use and operation of such Unencumbered Property
materially complies with all Environmental Laws (including not being subject
to a matter that is a Disqualifying Environmental Event). Such assessment
will then be used by the Administrative Agent to determine whether a
Disqualifying Environmental Event has in fact occurred with respect to such
Unencumbered Property. All such environmental assessments shall be at the
sole cost and expense of the Borrower.

         Section 7.20.  EMPLOYEE BENEFIT PLANS.

                  (a) IN GENERAL. Each Employee Benefit Plan maintained by
the Borrower, any Guarantor or any of their respective ERISA Affiliates will
be operated in compliance in all material respects with the provisions of
ERISA and, to the extent applicable, the Code, including but not limited to
the provisions thereunder respecting prohibited transactions.

                  (b) TERMINABILITY OF WELFARE PLANS. With respect to each
Employee Benefit Plan maintained by the Borrower, any Guarantor or any of
their respective ERISA Affiliates which is an employee welfare benefit plan
within the meaning of Section 3(1) or Section 3(2)(B) of ERISA, the Borrower,
such Guarantor, or any of their respective ERISA Affiliates, as the case may
be, has the right to terminate each such plan at any time (or at any time
subsequent to the expiration of any applicable bargaining agreement) without
material liability other than liability to pay claims incurred prior to the
date of termination.

                  (c) UNFUNDED OR UNDERFUNDED LIABILITIES. The Borrower will
not, and will not permit any Guarantor to, at any time, have accruing or
accrued unfunded or underfunded liabilities with respect to any Employee
Benefit Plan, Guaranteed Pension Plan or Multiemployer Plan, or permit any
condition to exist under any Multiemployer Plan that would create a
withdrawal liability.

         Section 7.21. NO AMENDMENTS TO CERTAIN DOCUMENTS. The Borrower will
not, and will not permit any Guarantor to, at any time cause or permit its
certificate of


<PAGE>

                                      -81-

limited partnership, agreement of limited partnership, articles of
incorporation, by-laws, certificate of formation, operating agreement or
other charter documents, as the case may be, to be modified, amended or
supplemented in any respect whatever, without (in each case) the express
prior written consent or approval of the Administrative Agent, if such
changes would adversely affect MCRC's REIT status or otherwise materially
adversely affect the rights of the Administrative Agent and the Lenders
hereunder or under any other Loan Document.

         Section 7.22. PRIMARY CREDIT FACILITY. The Borrower will at all
times use this Agreement as the Borrower's primary revolving credit agreement
and will not at any time during the term of this Agreement permit that ratio
of (a) the sum of the outstanding principal balance of the Loans PLUS the
Maximum Drawing Amount to (b) the Total Commitment (the "OUTSTANDING RATIO")
to be less than the corresponding ratio under any other revolving credit
agreement maintained by the Borrower or any Guarantor, including MCRC, except
that the corresponding ratio under the $100,000,000 credit facility with PSC
(as amended, modified, restated or refinanced so long as the amount of such
facility does not exceed $100,000,000) may exceed the Outstanding Ratio from
time to time.

         Section 7.23. MANAGEMENT.  Except by reason of death or incapacity,
at least three (3) of the Key Management Individuals (as hereinafter defined)
shall remain active in the executive and/or operational management, in their
current (or comparable) positions, of MCRC (which is and shall remain the
sole general partner and management of MCRLP); PROVIDED, HOWEVER, if at least
three (3) of the Key Management Individuals are not so active in such
positions (except by reason of death or incapacity as aforesaid), then within
ninety (90) days of the occurrence of such event, MCRC shall propose and
appoint such individual(s) of comparable experience, reputation and otherwise
reasonably acceptable to the Majority Lenders to such position(s) such that,
after such appointment, such acceptable replacement individuals, together
with the Key Management Individuals remaining so active in such positions
with MCRC, if any, total at least three (3).  For purposes hereof, "KEY
MANAGEMENT INDIVIDUALS" shall mean and include Mitchell E. Hersh, John R.
Cali, Brant B. Cali, Barry Lefkowitz, Roger W. Thomas and Timothy M. Jones.

         Section 7.24. DISTRIBUTIONS IN THE ORDINARY COURSE. In the ordinary
course of business MCRLP causes all of its and MCRC's Subsidiaries to make
net transfers of cash and cash equivalents upstream to MCRLP and MCRC, and
shall continue to follow such ordinary course of business. MCRLP shall not
make net transfers of cash and cash equivalents downstream to its and MCRC's
Subsidiaries except in the ordinary course of business consistent with past
practice.


<PAGE>

                                      -82-

         Section 8. CERTAIN NEGATIVE COVENANTS OF THE BORROWER AND THE
GUARANTORS. The Borrower for itself and on behalf of the Guarantors covenants
and agrees that, so long as any Loan, Letter of Credit or Note is outstanding
or any of the Lenders has any obligation to make any Loans or any Lender has
any obligation to issue, extend or renew any Letters of Credit:

         Section 8.1. RESTRICTIONS ON INDEBTEDNESS.

         The Borrower and the Guarantors may, and may permit their respective
Subsidiaries to, create, incur, assume, guarantee or be or remain liable for,
contingently or otherwise, any Indebtedness other than the specific
Indebtedness which is prohibited under this Section 8.1 and with respect to
which each of the Borrower and the Guarantors will not, and will not permit
any Subsidiary to, create, incur, assume, guarantee or be or remain liable
for, contingently or otherwise, singularly or in the aggregate as follows:

                  (a) Indebtedness which would result in a Default or Event
of Default under Section 9 hereof or under any other provision of this
Agreement;

                  (b) An aggregate amount in excess of $10,000,000 at any one
time in respect of (i) taxes, assessments, governmental charges or levies and
claims for labor, materials and supplies for which payment therefor is
required to be made in accordance with the provisions of Section 7.9 and has
not been timely made, (ii) uninsured judgments or awards, with respect to
which the applicable periods for taking appeals have expired, or with respect
to which final and unappealable judgments or awards have been rendered, and
(iii) current unsecured liabilities incurred in the ordinary course of
business, which (A) are overdue for more than sixty (60) days, and (B) are
not being contested in good faith; and

                  (c) Guarantees of the Indebtedness of any Opportunity Fund
which are not permitted under the definition of "Opportunity Fund" herein.

         The terms and provisions of this Section 8.1 are in addition to, and
not in limitation of, the covenants set forth in Section 9 of this Agreement.

         Section 8.2. RESTRICTIONS ON LIENS, ETC. None of the Borrower, any
Guarantor, any Operating Subsidiary and any wholly-owned Subsidiary will: (a)
create or incur or suffer to be created or incurred or to exist any lien,
encumbrance, mortgage, pledge, negative pledge, charge, restriction or other
security interest of any kind upon any of its property or assets of any
character whether now owned or hereafter acquired, or upon the income or
profits therefrom; (b) transfer any of such property or assets or the income
or profits therefrom for the


<PAGE>

                                      -83-

purpose of subjecting the same to the payment of Indebtedness or performance
of any other obligation in priority to payment of its general creditors;
(c) acquire, or agree or have an option to acquire, any property or assets upon
conditional sale or other title retention or purchase money security
agreement, device or arrangement; (d) suffer to exist for a period of more
than thirty (30) days after the same shall have been incurred any
Indebtedness or claim or demand against it that if unpaid might by law or
upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever
over its general creditors; or (e) sell, assign, pledge or otherwise transfer
any accounts, contract rights, general intangibles, chattel paper or
instruments, with or without recourse (the foregoing items (a) through (e)
being sometimes referred to in this Section 8.2 collectively as "LIENS"),
PROVIDED that the Borrower, the Guarantors and any Subsidiary may create or
incur or suffer to be created or incurred or to exist:

                  (i) Liens securing taxes, assessments, governmental charges
(including, without limitation, water, sewer and similar charges) or levies
or claims for labor, material and supplies, the Indebtedness with respect to
which is not prohibited by Section 8.1(b);

                  (ii) deposits or pledges made in connection with, or to
secure payment of, worker's compensation, unemployment insurance, old age
pensions or other social security obligations; and deposits with utility
companies and other similar deposits made in the ordinary course of business;

                  (iii) Liens (other than affecting the Unencumbered
Properties) in respect of judgments or awards, the Indebtedness with respect
to which is not prohibited by Section 8.1(b);

                  (iv) encumbrances on properties consisting of easements,
rights of way, covenants, notice of use limitations under Environmental Laws,
restrictions on the use of real property and defects and irregularities in
the title thereto; landlord's or lessor's Liens under Leases to which the
Borrower, any Guarantor, or any Subsidiary is a party or bound; purchase
options granted at a price not less than the market value of such property;
and other similar Liens or encumbrances on properties, none of which
interferes materially and adversely with the use of the property affected in
the ordinary conduct of the business of the owner thereof, and which matters
neither (x) individually or in the aggregate have a Material Adverse Effect
nor (xx) make title to such property unmarketable by the conveyancing
standards in effect where such property is located;

                  (v) any Leases (excluding Synthetic Leases) entered into in
good faith with Persons that are not Affiliates; PROVIDED that Leases with
Affiliates


<PAGE>

                                      -84-

on market terms and with monthly market rent payments required to be paid are
Permitted Liens;

                  (vi) Liens and other encumbrances or rights of others which
exist on the date of this Agreement and which do not otherwise constitute a
breach of this Agreement;

                  (vii) as to Real Estate which are acquired after the date
of this Agreement, Liens and other encumbrances or rights of others which
exist on the date of acquisition and which do not otherwise constitute a
breach of this Agreement;

                  (viii) Liens affecting the Unencumbered Properties in
respect of judgments or awards that have been in force for less than the
applicable period for taking an appeal, so long as execution is not levied
thereunder or in respect of which, at the time, a good faith appeal or
proceeding for review is being prosecuted, and in respect of which a stay of
execution shall have been obtained pending such appeal or review; PROVIDED
that the Borrower shall have obtained a bond or insurance with respect
thereto to the Administrative Agent's reasonable satisfaction;

                  (ix) Liens securing Indebtedness for the purchase price of
capital assets (other than Real Estate but including Indebtedness in respect
of Capitalized Leases for equipment and other equipment leases) to the extent
not otherwise prohibited by Section 8.1;

                  (x) other Liens (other than affecting the Unencumbered
Properties) in connection with any Indebtedness not prohibited under Section
8.1 which do not otherwise result in a Default or Event of Default under this
Agreement; and

                  (xi) Liens granted in accordance with Section 8.4(b) hereof.

         Notwithstanding the foregoing provisions of this Section 8.2, the
failure of any Unencumbered Property to comply with the covenants set forth
in this Section 8.2 shall result in such Unencumbered Property's no longer
qualifying as Unencumbered Property under this Agreement, but such
disqualification shall not by itself constitute a Default or Event of
Default, unless the cause of such non-qualification otherwise constitutes a
Default or an Event of Default.


<PAGE>

                                      -85-

         Section 8.3. RESTRICTIONS ON INVESTMENTS.  None of the Borrower, any
Guarantor, or any Subsidiary will make or permit to exist or to remain
outstanding any Investment except Investments in:

                  (a) marketable direct or guaranteed obligations of the
United States of America that mature within one (1) year from the date of
purchase;

                  (b) demand deposits, certificates of deposit, bankers
acceptances and time deposits of United States banks having total assets in
excess of $1,000,000,000, PROVIDED that any such deposits may be moved to a
qualifying bank within thirty (30) days after the Borrower, Guarantor or
Subsidiary has knowledge that any depository bank no longer has total assets
in excess of such amounts;

                  (c) securities commonly known as "commercial paper" issued
by a corporation organized and existing under the laws of the United States
of America or any state thereof, or in both cases any governmental
subdivision, that at the time of purchase have been rated and the ratings for
which are not less than "P 1" if rated by Moody's, and not less than "A 1" if
rated by S&P;

                  (d) Investments existing on the Closing Date and listed on
SCHEDULE 8.3(d) hereto;

                  (e) So long as no Event of Default enumerated in Section
8.7(a)(ii) has occurred and is continuing or would occur after giving effect
thereto, acquisitions of Real Estate consistent with the requirements of the
fourth sentence of Section 7.7 hereof and the equity of Persons, PROVIDED (i)
that within thirty (30) days after any such Investment the total assets of
MCRLP, MCRC and their Subsidiaries, taken as a whole, shall be comprised of
assets of which eighty-five percent (85%) or more comply with the parameters
of the fourth sentence of Section 7.7 hereof and (ii) that the Borrower shall
not permit any of its Subsidiaries which is not a Guarantor, or which does
not become a Guarantor, to acquire any Unencumbered Property, and in all
cases such Guarantor shall be a wholly-owned Subsidiary of MCRLP;

                  (f) any Investments now or hereafter made in the Borrower,
any Guarantor or other Subsidiary, as identified or which will be identified
from time to time in SCHEDULE 8.3(f) hereto, which SCHEDULE 8.3(f) shall be
updated annually at the time of the delivery of the financial statements
referred to in Section 7.4(a) hereof;

                  (g) Investments in respect of (1) equipment, inventory and
other tangible personal property acquired in the ordinary course of business,
(2) current trade and customer accounts receivable for services rendered in


<PAGE>

                                      -86-

the ordinary course of business and payable in accordance with customary
trade terms, (3) advances to employees for travel expenses, drawing accounts
and similar expenditures, and (4) prepaid expenses made in the ordinary
course of business;

                  (h) any other Investments made in the ordinary course of
business and consistent with past business practices;

                  (i) interest rate hedges in connection with Indebtedness;

                  (j) shares of so-called "money market funds" registered
with the SEC under the Investment Company Act of 1940 which maintain a level
per-share value, invest principally in marketable direct or guaranteed
obligations of the United States of America and agencies and
instrumentalities thereof, and have total assets in excess of $50,000,000
provided that any such shares are moved to a qualifying money market fund
within thirty (30) days after the Borrower, any Guarantor or any Subsidiary
has knowledge that any money market fund no longer has total assets in excess
of that amount; and

                  (k) Investments permitted under Section 9.8 hereof.

         Section 8.4. MERGER, CONSOLIDATION AND DISPOSITION OF ASSETS.

         None of the Borrower, any Guarantor, any Operating Subsidiary or any
wholly-owned Subsidiary will:

                  (a) Become a party to any merger, consolidation or
reorganization without the prior Unanimous Lender Approval, except that so
long as no Default or Event of Default has occurred and is continuing, or
would occur after giving effect thereto, the merger, consolidation or
reorganization of one or more Persons with and into the Borrower, any
Guarantor, or any wholly-owned Subsidiary, shall be permitted if (i) such
action is not hostile, (ii) the Borrower, any Guarantor, or any wholly-owned
Subsidiary, as the case may be, is the surviving entity and (iii) such
merger, consolidation or reorganization does not cause a breach of Section
7.23 hereof or a Default or Event of Default under Section 12.1(m) hereof;
PROVIDED, that for any such merger, consolidation or reorganization (other
than (w) the merger or consolidation of one or more Subsidiaries of MCRLP
with and into MCRLP, (x) the merger or consolidation of two or more
Subsidiaries of MCRLP, (y) the merger or consolidation of one or more
Subsidiaries of MCRC with and into MCRC, or (z) the merger or consolidation
of two or more Subsidiaries of MCRC), the Borrower shall provide to the
Administrative Agent a statement in the form of EXHIBIT D hereto signed by
the chief financial officer or treasurer or vice president of finance or
other thereon designated officer of the Borrower and setting forth in
reasonable detail


<PAGE>

                                      -87-

computations evidencing compliance with the covenants contained in Section 9
hereof and certifying that no Default or Event of Default has occurred and is
continuing, or would occur and be continuing after giving effect to such
merger, consolidation or reorganization and all liabilities, fixed or
contingent, pursuant thereto;

                  (b) Sell, transfer or otherwise dispose of (collectively
and individually, "SELL" or a "SALE") or grant a Lien to secure Indebtedness
(an "INDEBTEDNESS LIEN") on any of its now owned, ground leased or hereafter
acquired assets without obtaining the prior written consent of the Required
Lenders, except after written notice to the Administrative Agent for:

                  (i) the Sale of or granting of an Indebtedness Lien on any
         Unencumbered Property or other Real Estate so long as no Default or
         Event of Default has then occurred and is continuing, or would occur
         and be continuing after giving effect to such Sale or Indebtedness
         Lien; PROVIDED, that prior to any Sale of any Unencumbered Property or
         other Real Estate or the granting of an Indebtedness Lien under this
         clause (i), the Borrower shall provide to the Administrative Agent a
         statement in the form of EXHIBIT D hereto signed by the chief financial
         officer or treasurer or vice president of finance or other thereon
         designated officer of the Borrower and setting forth in reasonable
         detail computations evidencing compliance with the covenants contained
         in Section 9 hereof and certifying that no Default or Event of Default
         has occurred and is continuing, or would occur and be continuing after
         giving effect to such proposed Sale or Indebtedness Lien and all
         liabilities, fixed or contingent, pursuant thereto; and PROVIDED
         FURTHER, if such Sale involves a qualified, deferred exchange under
         Section 1031 of the Code, the Borrower shall also provide the
         statements and certifications described in the previous proviso on the
         date of any release from the escrow account of the proceeds of such
         qualified, deferred exchange under Section 1031 of the Code;

                  (ii) the Sale of or the granting of an Indebtedness Lien on
         any Unencumbered Property while a Default or Event of Default (other
         than a Default or an Event of Default under Section 12.1(a) (including,
         without limitation, any such failure to pay resulting from acceleration
         of the Loans), Section 12.1(b), Section 12.1(c) (resulting from a
         failure to comply with Section 7.7 (as to the legal existence and REIT
         status of MCRC) or Section 9), Section 12.1(g), Section 12.1(h), or
         Section 12.1(j)) has then occurred and is continuing or would occur and
         be continuing after giving effect to such Sale or Indebtedness Lien;
         PROVIDED, that the Borrower shall (A) apply the net proceeds of each
         such permitted Sale or Indebtedness Lien to the repayment of the Loans
         or (B) segregate the net proceeds of such permitted Sale or
         Indebtedness Lien in an escrow account with the Administrative Agent or
         with a financial institution


<PAGE>

                                      -88-

         reasonably acceptable to the Administrative Agent and apply such net
         proceeds solely to a qualified, deferred exchange under Section 1031
         of the Code or to another use with the prior written approval of the
         Required Lenders or (C) complete an exchange of such Unencumbered
         Property for other real property of equivalent value under Section 1031
         of the Code so long as such other real property becomes an Unencumbered
         Property upon acquisition, and, in any event, on the date of such Sale
         or granting of an Indebtedness Lien and on the date of any release from
         the escrow account of the proceeds of the qualified, deferred exchange
         under Section 1031 of the Code, the Borrower shall provide to the
         Administrative Agent a statement in the form of EXHIBIT D hereto signed
         by the chief financial officer, or treasurer or vice president of
         finance or other thereon designated officer and setting forth in
         reasonable detail computations evidencing compliance with the covenant
         in Section 9 hereof and certifying the use of the proceeds of such Sale
         or Indebtedness Lien and certifying that no Default or Event of Default
         above enumerated has occurred and is continuing or would occur and be
         continuing after giving effect to such Sale or Indebtedness Lien, and
         all liabilities fixed or contingent pursuant thereto or to such release
         of proceeds;

                  (iii) the Sale of or the granting of an Indebtedness Lien on
         any Real Estate (other than an Unencumbered Property) while a Default
         or Event of Default has then occurred and is continuing or would occur
         and be continuing after giving effect to such Sale or Indebtedness
         Lien; PROVIDED, that the Borrower shall (A) apply the net proceeds of
         each such Sale or Indebtedness Lien to the repayment of the Loans or
         (B) segregate the net proceeds of such Sale or Indebtedness Lien in an
         escrow account with the Administrative Agent or with a financial
         institution reasonably acceptable to the Administrative Agent and apply
         such net proceeds solely to a qualified, deferred exchange under
         Section 1031 of the Code or to another use with the prior written
         approval of the Required Lenders or (C) complete an exchange of such
         Real Estate for other real property of equivalent value under Section
         1031 of the Code;

                  (iv) the Sale or granting of an Indebtedness Lien on any
         Unencumbered Property while any Default or Event of Default has then
         occurred and is continuing PROVIDED (A) the Borrower shall provide to
         the Administrative Agent a statement in the form of EXHIBIT D hereto
         signed by the chief financial officer or treasurer or vice president of
         finance or other thereon designated officer of the Borrower and setting
         forth in reasonable detail computations evidencing the status of
         compliance with the covenants contained in Section 9 hereof and
         certifying that the continuing Default or Event of Default will be
         cured by such proposed Sale or Indebtedness Lien and no other Default
         or Event of Default would occur


<PAGE>

                                      -89-

         and be continuing after giving effect to such proposed Sale or
         Indebtedness Lien and all liabilities fixed or contingent, pursuant
         thereto and (B) the Sale or granting of an Indebtedness Lien pursuant
         to this Section 8.4(b) (iv) shall not (x) occur more than four times
         during the period that any Commitment is outstanding, (y) involve a
         Sale or Indebtedness Lien for greater than $200,000,000 in the
         aggregate in the combined four permitted occasions (which shall be the
         maximum member of permitted occasions) under (x), or (z) involve a Sale
         at less than fair market value or an Indebtedness Lien on terms more
         onerous or expensive than fair market terms from institutional lenders;
         and

                  (v) the Sale of or the granting of an Indebtedness Lien on any
         of its now owned or hereafter acquired assets (other than Real Estate)
         in one or more transactions.

         Section 8.5. NEGATIVE PLEDGE. From and after the date hereof,
neither the Borrower nor any Guarantor will, and will not permit any
Subsidiary to, enter into any agreement containing any provision prohibiting
the creation or assumption of any Lien upon its properties (other than
prohibitions on liens for particular assets (other than an Unencumbered
Property) set forth in a security instrument in connection with Secured
Indebtedness for such assets and the granting or effect of such liens does
not otherwise constitute a Default or Event of Default), revenues or assets,
whether now owned or hereafter acquired, or restricting the ability of the
Borrower or the Guarantors to amend or modify this Agreement or any other
Loan Document. The Borrower shall be permitted a period of (i) thirty (30)
days to cure any Non-Material Breach affecting other than MCRC or MCRLP and
(ii) ten (10) days to cure any Non-Material Breach affecting MCRC or MCRLP
under this Section 8.5 before the same shall be an Event of Default under
Section 12.1(c).

         Section 8.6. COMPLIANCE WITH ENVIRONMENTAL LAWS. None of the
Borrower, any Guarantor, or any Subsidiary will do any of the following: (a)
use any of the Real Estate or any portion thereof as a facility for the
handling, processing, storage or disposal of Hazardous Substances except for
quantities of Hazardous Substances used in the ordinary course of business
and in compliance with all applicable Environmental Laws, (b) cause or permit
to be located on any of the Real Estate any underground tank or other
underground storage receptacle for Hazardous Substances except in compliance
with Environmental Laws, (c) generate any Hazardous Substances on any of the
Real Estate except in compliance with Environmental Laws, or (d) conduct any
activity at any Real Estate or use any Real Estate in any manner so as to
cause a Release causing a violation of Environmental Laws or a Material
Adverse Effect or a violation of any Environmental Law; PROVIDED that a
breach of this covenant shall result in the affected Real Estate no longer
being an Unencumbered Property, but shall

<PAGE>

                                     -90-


only constitute an Event of Default under Section 12.1(d) if such breach is
not a Non-Material Breach.

         Section 8.7. DISTRIBUTIONS. (a) The Borrower (i) will not in any
period of four (4) consecutive completed fiscal quarters make Distributions
with respect to common stock or other common equity interests in such period
in an aggregate amount in excess of 90% of Funds From Operations for such
period (for purposes of this clause, non-cash assets or interests in non-cash
assets which are distributed to equity interest holders of the Borrower shall
be valued at the value of such assets used in calculating Consolidated Total
Capitalization) or (ii) will not make any Distributions during any period
when any Event of Default under Section 12.1(a) (including, without
limitation, any failure to pay resulting from acceleration of the Loans)
Section 12.1(b), Section 12.1(c) resulting from a failure to comply with
Section 7.7 (as to the legal existence and REIT status of MCRC), Section 9,
Section 12.1(g), Section 12.1(h), or Section 12.1(j) has occurred and is
continuing or (iii) will not make any Distributions or transfers of cash or
cash equivalents to any Guarantor or its Subsidiaries when such Person is the
subject of a Permitted Event except as required by order of the tribunal in
which such Permitted Event is occurring; and except that such Person may make
Distributions or transfers of cash or cash equivalents permitted under
Section 7.24 to a Guarantor or Subsidiary while such distributing Person is
the subject of a Permitted Event; PROVIDED, HOWEVER, that the Borrower may at
all times make Distributions (after taking into account all available funds
of MCRC from all other sources) in the minimum aggregate amount required in
order to enable MCRC to continue to qualify as a REIT. In the event that MCRC
or MCRLP raises equity during the term of this Agreement, the permitted
percentage of Distributions will be adjusted based on the total declared
distribution per share and partnership units over the most recent four (4)
quarters to Funds From Operations per weighted average share and partnership
unit based on the most recent four (4) quarters.

         (b) MCRC will not, during any period when any Event of Default has
occurred and is continuing, make any Distributions in excess of the
Distributions required to be made by MCRC in order to maintain its status as
a REIT.

         Section 8.8. EMPLOYEE BENEFIT PLANS.  None of the Borrower, any
Guarantor or any ERISA Affiliate will

         (a) engage in any "prohibited transaction" within the meaning of
Section 406 of ERISA or Section 4975 of the Code which could result in a
material liability for the Borrower, any Guarantor or any of their respective
Subsidiaries; or

<PAGE>
                                     -91-


         (b) permit any Guaranteed Pension Plan to incur an "accumulated
funding deficiency", as such term is defined in Section 302 of ERISA, whether
or not such deficiency is or may be waived; or

         (c) fail to contribute to any Guaranteed Pension Plan to an extent
which, or terminate any Guaranteed Pension Plan in a manner which, could
result in the imposition of a lien or encumbrance on the assets of the
Borrower, any Guarantor or any of their respective Subsidiaries pursuant to
Section 302(f) or Section 4068 of ERISA; or

         (d) amend any Guaranteed Pension Plan in circumstances requiring the
posting of security pursuant to Section 307  of ERISA or Section 401(a)(29)
of the Code; or

         (e) permit or take any action which would result in the aggregate
benefit liabilities (with the meaning of Section 4001 of ERISA) of all
Guaranteed Pension Plans exceeding the value of the aggregate assets of such
Plans, disregarding for this purpose the benefit liabilities and assets of
any such Plan with assets in excess of benefit liabilities; PROVIDED that
none of (a) - (e) shall be an Event of Default under Section 12.1(c) if the
prohibited matters occurring are in the aggregate within the Dollar limits
permitted within Section 12.1(l) and are otherwise the subject of the matters
that are covered by the Events of Default in Section 12.1(l)

         Section 8.9. FISCAL YEAR. The Borrower will not, and will not permit
the Guarantors or any of their respective Subsidiaries to, change the date of
the end of its fiscal year from that set forth in Section 6.5; provided that
such persons may change their respective fiscal years if they give the
Administrative Agent thirty (30) days prior written notice of such change and
the parties make appropriate adjustments satisfactory to the Borrower and the
Lenders to the provisions of this Agreement (including without limitation
those set forth in Section 9) to reflect such change in fiscal year.

         Section 9. FINANCIAL COVENANTS OF THE BORROWER. The Borrower
covenants and agrees that, so long as any Loan, Letter of Credit or Note is
outstanding or any Lender has any obligation to make any Loan or any Lender
has any obligation to issue, extend or renew any Letters of Credit:

         Section 9.1. LEVERAGE RATIO.  As at the end of any fiscal quarter or
other date of measurement, the Borrower shall not permit Consolidated Total
Liabilities to exceed 55% of Consolidated Total Capitalization.

         Section 9.2. SECURED INDEBTEDNESS. As at the end of any fiscal
quarter or other date of measurement, the Borrower shall not permit
Consolidated Secured Indebtedness to exceed 40% of Consolidated Total
Capitalization.

<PAGE>
                                     -92-


         Section 9.3. TANGIBLE NET WORTH. As at the end of any fiscal quarter
or any other date of measurement, the Borrower shall not permit Consolidated
Tangible Net Worth to be less than the sum of (a) $1,500,000,000 PLUS (b) 75%
of the sum of (i) the aggregate proceeds received by MCRC (net of fees and
expenses customarily incurred in transactions of such type) in connection
with any offering of stock in MCRC and (ii) the aggregate value of operating
units issued by MCRLP in connection with asset or stock acquisitions (valued
at the time of issuance by reference to the terms of the agreement pursuant
to which such units are issued), in each case after the Closing Date and on
or prior to the date such determination of Consolidated Tangible Net Worth is
made.

         Section 9.4. DEBT SERVICE COVERAGE. As at the end of any fiscal
quarter or other date of measurement, the Borrower shall not permit
Consolidated Adjusted Net Income to be less than two (2) times Consolidated
Total Debt Service, based on the results of the most recent two (2) complete
fiscal quarters. For purposes of this Section 9.4, the Consolidated Total
Debt Service of the Borrower shall include, on a net basis, positive
amortization and negative amortization of each of the Harborside Assumed Debt.

         Section 9.5. FIXED CHARGE COVERAGE. As at the end of any fiscal
quarter or other date of measurement, the Borrower shall not permit
Consolidated Adjusted Net Income to be less than one and three-quarters
(1.75) times Consolidated Fixed Charges, based on the results of the most
recent two (2) complete fiscal quarters.

         Section 9.6. UNSECURED INDEBTEDNESS. As at the end of any fiscal
quarter or other date of measurement, the Borrower shall not permit
Consolidated Unsecured Indebtedness to exceed 60% of the sum (the "Section
9.6 Sum") of (a) aggregate Capitalized Unencumbered Property NOI for all
Unencumbered Properties plus (b) the value of all Eligible Cash 1031 Proceeds
resulting from the sale of Unencumbered Properties.

         Section 9.7. UNENCUMBERED PROPERTY DEBT SERVICE COVERAGE. As at the
end of any fiscal quarter or other date of measurement, the Borrower shall
not permit the aggregate Adjusted Unencumbered Property NOI for all
Unencumbered Properties to be less than two (2) times Consolidated Total
Unsecured Debt Service, based on the results of the most recent two (2)
complete fiscal quarters.

         Section 9.8. INVESTMENT LIMITATION. None of the Borrower, any
Guarantor, or any Subsidiary will make or permit to exist or to remain
outstanding any Investment in violation of the following restrictions and
limitations:

                  (a) As at the end of any fiscal quarter or other date of
measurement, the book value of Unimproved Non-Income Producing Land shall not
exceed ten (10%) of Consolidated Total Capitalization.

<PAGE>
                                     -93-


                  (b) Investments in Opportunity Funds shall be Without
Recourse to the Borrower, the Guarantors and their Subsidiaries other than as
expressly permitted in the definition of Opportunity Fund, shall otherwise
comply with the requirements of the definition of Opportunity Fund, and shall
not exceed the lesser of 7.5% of Consolidated Total Capitalization or
$200,000,000.

                  (c) As at the end of any fiscal quarter or other date of
measurement, the aggregate Project Costs of all Construction-in-Process shall
not exceed fifteen (15%) percent of Consolidated Total Capitalization. For
purposes of this Section 9.8(c), Construction-in-Process shall not include
so-called "build to suit" properties which are (i) seventy-five (75%) percent
pre-leased (by rentable square foot) to tenants which have a minimum credit
rating of BBB-from S&P or Baa3 from Moody's, as the case may be, or which
have a financial condition reasonably acceptable to the Majority Lenders
(provided that the Borrower shall submit any such request for the Lender's
acceptance of a tenant's financial condition to the Administrative Agent in
writing, and the Administrative Agent shall, in turn, promptly forward such
request to each Lender; each Lender shall then have five (5) Business Days
from its deemed receipt of such request to approve or disapprove of such
tenant's financial condition, with any Lender's failure to send notice of
disapproval to the Administrative Agent within five (5) Business Days being
deemed to be its approval) and (ii) in substantial compliance, with respect
to both time and cost, with the original construction budget and construction
schedule, as amended by change orders or otherwise updated. A property shall
continue to be considered Construction-in-Process until the date of
substantial completion of such property; from such date, it will continue to
be valued (for financial covenant compliance purposes) as if it were
Construction-in-Process until the earlier of (i) the end of four (4)
consecutive quarters following substantial completion and (ii) the date upon
which such property is 90% leased to tenants who are then paying rent.

                  (d) As at the end of any fiscal quarter or other date of
measurement, the value of Indebtedness of third parties to the Borrower, the
Guarantors, or their Subsidiaries for borrowed money which is unsecured or is
secured by mortgage liens (valued at the book value of such Indebtedness)
shall not exceed fifteen (15%) percent of Consolidated Total Capitalization.

                  (e) The Investments set forth in clauses (a) through (d)
above, taken in the aggregate, shall not exceed thirty (30%) percent of
Consolidated Total Capitalization.

<PAGE>
                                     -94-


                  (f) Investments in Real Estate other than office, office
flex, and industrial/warehouse properties, taken in the aggregate, shall not
exceed fifteen (15%) of Consolidated Total Capitalization.

         Section 9.9.  COVENANT CALCULATIONS.

                  (a) For purposes of the calculations to be made pursuant to
Sections 9.1-9.8 (and the defined terms relevant thereto, including, without
limitation, those relating to "debt service"), references to Indebtedness or
liabilities of the Borrower shall mean Indebtedness or liabilities
(including, without limitation, Consolidated Total Liabilities) of the
Borrower, PLUS (but without double-counting):

                           (i) all Indebtedness or liabilities of the Operating
         Subsidiaries, the Guarantors and any other wholly-owned Subsidiary
         (excluding any such Indebtedness or liabilities owed to the Borrower or
         any Guarantor; PROVIDED that, as to MCRC, MCRC has a corresponding
         Indebtedness or liability to the Borrower),

                           (ii) all Indebtedness or liabilities of each
         Partially-Owned Entity (including for Capitalized Leases), but only to
         the extent, if any, that said Indebtedness or liability is Recourse to
         the Borrower, the Guarantors or their respective Subsidiaries or any of
         their respective assets (other than their respective interests in such
         Partially-Owned Entity); PROVIDED that Recourse Indebtedness arising
         from such Person's acting as general partner or guarantor of collection
         only (and not of payment or performance) of a Partially-Owned Entity
         shall be limited to the amount by which the Indebtedness exceeds the
         liquidation value of the Real Estate and other assets owned by such
         Partially-Owned Entity if the creditor owed such Indebtedness is
         required by law or by contract to seek repayment of such Indebtedness
         from such Real Estate and other assets before seeking repayment from
         such Person, and

                           (iii) Indebtedness or liabilities of each
         Partially-Owned Entity to the extent of the pro-rata share of such
         Indebtedness or liability allocable to the Borrower, the Guarantors or
         their respective Subsidiaries without double counting.

                  (b) For purposes of Sections 9.1-9.8 hereof, Consolidated
Adjusted Net Income, Revised Consolidated Adjusted Net Income, Adjusted
Unencumbered Property NOI and Revised Adjusted Unencumbered Property NOI (and
all defined terms and calculations using such terms) shall be adjusted (i) to
deduct the actual results of any Real Estate disposed of by the Borrower, a
Guarantor or any of their respective Subsidiaries during the relevant fiscal
period (for

<PAGE>
                                     -95-


Revised Consolidated Adjusted Net Income and Revised Adjusted Unencumbered
Property NOI only), (ii) to include the pro forma results of any Real Estate
acquired by the Borrower, a Guarantor or any of their respective Subsidiaries
during the relevant fiscal period, with such pro forma results being
calculated by (x) using the Borrower's pro forma projections for such
acquired property, subject to the Administrative Agent's reasonable approval,
if such property has been owned by the Borrower, a Guarantor or any of their
respective Subsidiaries for less than one complete fiscal quarter or (y)
using the actual results for such acquired property and adjusting such
results for the appropriate period of time required by the applicable
financial covenant, if such property has been owned by the Borrower, a
Guarantor or any of their respective Subsidiaries for at least one complete
fiscal quarter (for Revised Consolidated Adjusted Net Income and Revised
Adjusted Unencumbered Property NOI only) and (iii) to the extent applicable,
to include the pro rata share of results attributable to the Borrower from
unconsolidated Subsidiaries of MCRC, the Borrower and their respective
Subsidiaries and from unconsolidated Partially-Owned Entities; PROVIDED that
income shall not be included until received without restriction in cash by
the Borrower.

                  (c) For purposes of Sections 9.1 - 9.8 hereof, if any
change in GAAP after the Financial Statement Date results in a material
change in the calculation to be performed in any such Section , solely as a
result of such change in GAAP, the Lenders and the Borrower shall negotiate
in good faith a modification of any such covenant(s) so that the economic
effect of the calculation of such covenant(s) using GAAP as so changed is as
close as feasible to what the economic effect of the calculation of such
covenant(s) would have been using GAAP in effect as of the Financial
Statement Date.

                  (d) For purposes of Sections 9.1-9.8 hereof, Consolidated
Total Capitalization and the Section 9.6 Sum (as such term is defined in
Section 9.6 hereof) shall be adjusted (without double-counting) to include
the Eligible Cash 1031 Proceeds from any Real Estate disposed of by the
Borrower, a Guarantor or any of their respective Subsidiaries and for which
the results have been deducted pursuant to Section 9.9(b).

         Section 10. CONDITIONS TO THE CLOSING DATE. The obligations of the
Lenders to make the initial Revolving Credit Loans and of the Fronting Bank
to issue any initial Letters of Credit shall be subject to the satisfaction
of the following conditions precedent:

         Section 10.1. LOAN DOCUMENTS.  Each of the Loan Documents shall have
been duly executed and delivered by the respective parties thereto and shall
be in full force and effect.

<PAGE>
                                     -96-


         Section 10.2. CERTIFIED COPIES OF ORGANIZATION DOCUMENTS. The
Administrative Agent shall have received (i) from the Borrower and each of
the Subsidiary Guarantors a copy, certified as of the Closing Date by a duly
authorized officer of such Person (or its general partner, if such Person is
a partnership, or its managing member, if such Person is a limited liability
company), to be true and complete, of each of its certificate of limited
partnership, agreement of limited partnership, incorporation documents,
by-laws, certificate of formation, operating agreement and/or other
organizational documents as in effect on the Closing Date; provided that any
Subsidiary Guarantor which has previously delivered such organizational
documents may satisfy this condition by providing a certificate of a duly
authorized officer of such Person as to the absence of changes or as to the
changes, if any, to those organizational documents previously delivered, and
(ii) from MCRC a copy, certified as of a date within thirty (30) days prior
to the Closing Date by the appropriate officer of the State of Maryland to be
true and correct, of the corporate charter of MCRC, in each case along with
any other organization documents of the Borrower and each Subsidiary
Guarantor (and its general partner, if such Person is a partnership, or its
managing member, if such Person is a limited liability company) or MCRC, as
the case may be, and each as in effect on the date of such certification.

         Section 10.3. BY-LAWS; RESOLUTIONS. All action on the part of the
Borrower, the Subsidiary Guarantors and MCRC necessary for the valid
execution, delivery and performance by the Borrower, the Subsidiary
Guarantors and MCRC of this Agreement and the other Loan Documents to which
any of them is or is to become a party as of the Closing Date shall have been
duly and effectively taken, and evidence thereof satisfactory to the Lenders
shall have been provided to the Administrative Agent. Without limiting the
foregoing, the Administrative Agent shall have received from MCRC true copies
of its by-laws and the resolutions adopted by its board of directors
authorizing the transactions described herein and evidencing the due
authorization, execution and delivery of the Loan Documents to which MCRC and
the Borrower and Subsidiary Guarantors of which MCRC is a controlling Person
are a party, each certified by the secretary as of a recent date to be true
and complete.

         Section 10.4. INCUMBENCY CERTIFICATE; AUTHORIZED SIGNERS. The
Administrative Agent shall have received from each of the Borrower, MCRC and
the Subsidiary Guarantors an incumbency certificate, dated as of the Closing
Date, signed by a duly authorized officer of such Person and giving the name
of each individual who shall be authorized: (a) to sign, in the name and on
behalf of such Person, each of the Loan Documents to which such Person is or
is to become a party as of the Closing Date; (b) in the case of the Borrower,
to make Loan Requests, Conversion Requests and Competitive Bid Requests and
to apply for Letters of Credit on behalf of the Borrower; and (c) in the case
of the Borrower, to give

<PAGE>
                                     -97-


notices and to take other action on behalf of the Borrower and the Guarantors
under the Loan Documents.

         Section 10.5. TITLE POLICIES. The Administrative Agent (on behalf of
the Lenders) shall have received copies of the Title Policies for all Real
Estate which are Unencumbered Properties as of the Closing Date. For any
Person that has converted from one form of entity to another (e.g., from
being a limited partnership to a limited liability company) since the time
that it provided the Administrative Agent with a Title Policy for an
Unencumbered Property, such Person shall deliver to the Administrative Agent
recorded evidence that title to such Unencumbered Property is vested in such
Person as the new form of entity. Such evidence shall be either a deed or an
amendment to the organizational documents of such Person, together with
evidence of the continued effectiveness of such Title Policy.

         Section 10.6. CERTIFICATES OF INSURANCE. The Administrative Agent
shall have received (a) current certificates of insurance as to all of the
insurance maintained by the Borrower and its Subsidiaries on the Real Estate
(including flood insurance if necessary) from the insurer or an independent
insurance broker, identifying insurers, types of insurance, insurance limits,
and policy terms; and (b) such further information and certificates from the
Borrower, its insurers and insurance brokers as the Administrative Agent may
reasonably request.

         Section 10.7. ENVIRONMENTAL SITE ASSESSMENTS. The Administrative
Agent shall have received environmental site assessments from a
hydrogeologist, environmental engineer, qualified consultant or other expert
and in form and substance reasonably satisfactory to the Administrative
Agent, covering all Real Estate and all other real property in respect of
which the Borrower or any of its Subsidiaries may have material liability,
whether contingent or otherwise, for dumping or disposal of Hazardous
Substances and which are in the possession of the Borrower.

         Section 10.8. OPINION OF COUNSEL CONCERNING ORGANIZATION AND LOAN
DOCUMENTS. Each of the Lenders and the Administrative Agent shall have
received favorable opinions addressed to the Lenders and the Administrative
Agent in form and substance reasonably satisfactory to the Lenders and the
Administrative Agent from (a) Pryor Cashman Sherman & Flynn LLP, as counsel
to the Borrower, the Subsidiary Guarantors, MCRC and their respective
Subsidiaries, with respect to New York and New Jersey law and certain matters
of Delaware law, (b) Ballard, Spahr, Andrews and Ingersoll, as counsel to
MCRC, with respect to Maryland and District of Columbia law, (c) Cohn,
Birnbaum & Shea, as counsel to the Borrower and the Subsidiary Guarantors
with respect to Connecticut law, (d) McCausland, Keen & Buckman, as counsel
to the Borrower and the Subsidiary

<PAGE>
                                     -98-


Guarantors with respect to Pennsylvania law, (e) Jones, Day, Reavis & Pogue,
as counsel to the Borrower and the Subsidiary Guarantors with respect to
Texas and California law, (f) Holland & Knight, as counsel to the Borrower
and the Subsidiary Guarantors with respect to Florida law, (g) Blackwell,
Sanders, Pepper & Martin LLP, as counsel to the Borrower and the Subsidiary
Guarantors with respect to Nebraska law, (h) Davis, Brown, Koehn, Shors &
Robert, as counsel to the Borrower and the Subsidiary Guarantors with respect
to Iowa law; and (i) Santin, Poli, Ball, Sims & Cook, P.L.C., as counsel to
the Borrower and the Subsidiary Guarantors with respect to Arizona law.

         Section 10.9. TAX AND SECURITIES LAW COMPLIANCE. Each of the Lenders
and the Administrative Agent shall also have received from Pryor Cashman
Sherman & Flynn LLP, as counsel to the Borrower and MCRC, a favorable opinion
addressed to the Lenders and the Administrative Agent, in form and substance
satisfactory to each of the Lenders and the Administrative Agent, with
respect to the qualification of MCRC as a REIT and certain other tax and
securities laws matters.

         Section 10.10. GUARANTIES. Each of the Guaranties to be executed and
delivered on the Closing Date shall have been duly executed and delivered by
the Guarantor thereunder. Each of the Subsidiary Guarantors that executed and
delivered a Subsidiary Guaranty under the Original Agreement shall have
executed and delivered to the Administrative Agent a reaffirmation of such
Subsidiary Guaranty in form and substance reasonably satisfactory to the
Administrative Agent confirming that such Subsidiary Guaranty remains in full
force and effect and continues to guaranty the Obligations hereunder.

         Section 10.11. CERTIFICATIONS FROM GOVERNMENT OFFICIALS; UCC-11
REPORTS. The Administrative Agent shall have received (i) long-form
certifications from government officials evidencing the legal existence, good
standing and foreign qualification of the Borrower and each Guarantor, along
with a certified copy of the certificate of limited partnership or
certificate of incorporation of the Borrower and each Guarantor, all as of
the most recent practicable date; and (ii) UCC-11 search results from the
appropriate jurisdictions for the Borrower and each Guarantor with respect to
the Unencumbered Properties.

         Section 10.12. PROCEEDINGS AND DOCUMENTS. All proceedings in
connection with the transactions contemplated by this Agreement, the other
Loan Documents and all other documents incident thereto shall be satisfactory
in form and substance to each of the Lenders', the Borrower's, the
Guarantors' and the Administrative Agent's counsel, and the Administrative
Agent, each of the Lenders and such counsel shall have received all
information and such counterpart originals or certified or other copies of
such documents as the Administrative Agent may reasonably request.

<PAGE>
                                     -99-


         Section 10.13. FEES. The Borrower shall have paid to the
Administrative Agent, for the accounts of the Lenders, the Syndication Agent,
the Arrangers or for its own account, as applicable, all of the fees and
expenses that are due and payable as of the Closing Date in accordance with
this Agreement and the Fee Letter.

         Section 10.14. CLOSING CERTIFICATE; COMPLIANCE CERTIFICATE. The
Borrower shall have delivered a Closing Certificate to the Administrative
Agent, the form of which is attached hereto as EXHIBIT E. The Borrower shall
have delivered a compliance certificate in the form of EXHIBIT D hereto
evidencing compliance with the covenants set forth in Section 9 hereof, the
absence of any Default or Event of Default, and the accuracy of all
representations and warranties in all material respects.

         Section 10.15. SUBSEQUENT GUARANTORS. As a condition to the
effectiveness of any subsequent Guaranty, each subsequent Guarantor shall
deliver such documents, agreements, instruments and opinions as the
Administrative Agent shall reasonably require as to such Guarantor and the
Unencumbered Property owned or ground-leased by such Guarantor that are
analogous to the deliveries made by the Guarantors as of the Closing Date
pursuant to Section 10.2 through Section 10.8, Section 10.10 and Section
10.11.

         Section 10.16. NO DEFAULT UNDER ORIGINAL AGREEMENT.  There shall
exist no Default or Event of Default under the Original Agreement.

         Section 11. CONDITIONS TO ALL BORROWINGS. The obligations of the
Lenders to make any Loan and of any Lender to issue, extend or renew any
Letter of Credit, in each case, whether on or after the Closing Date, shall
also be subject to the satisfaction of the following conditions precedent:

         Section 11.1. REPRESENTATIONS TRUE; NO EVENT OF DEFAULT; COMPLIANCE
CERTIFICATE. Each of the representations and warranties of the Borrower and
the Guarantors contained in this Agreement, the other Loan Documents or in
any document or instrument delivered pursuant to or in connection with this
Agreement shall be true as of the date as of which they were made and shall
also be true at and as of the time of the making of each Loan or the
issuance, extension or renewal of each Letter of Credit, with the same effect
as if made at and as of that time (except to the extent (i) of changes
resulting from transactions contemplated or not prohibited by this Agreement
or the other Loan Documents (ii) of changes occurring in the ordinary course
of business, (iii) that such representations and warranties relate expressly
to an earlier date and (iv) that such untruth is disclosed when first known
to the Borrower or a Guarantor in the next delivered compliance certificate,
and is a Non-Material Breach); and no Default or Event

<PAGE>
                                    -100-


of Default under this Agreement shall have occurred and be continuing on the
date of any Loan Request or Competitive Bid Request or on the Drawdown Date
of any Loan (other than a Default or Event of Default arising solely from the
Borrower's failure to comply with the provision of Section 7.22 and such
borrowing is to cure, and will cure, such Default or Event of Default without
causing any other Default or Event of Default). Each of the Lenders shall
have received a certificate of the Borrower as provided in Section 2.5(iv)(c)
or Section 2A.9.

         Section 11.2. NO LEGAL IMPEDIMENT. No change shall have occurred in
any law or regulations thereunder or interpretations thereof that in the
reasonable opinion of the Administrative Agent or any Lender would make it
illegal for any Lender to make such Loan or to participate in the issuance,
extension or renewal of such Letter of Credit or, in the reasonable opinion
of the Administrative Agent, would make it illegal to issue, extend or renew
such Letter of Credit.

         Section 11.3. GOVERNMENTAL REGULATION. Each Lender shall have
received such statements in substance and form reasonably satisfactory to
such Lender as such Lender shall require for the purpose of compliance with
any applicable regulations of the Comptroller of the Currency or the Board of
Governors of the Federal Reserve System.

         Section 12.   EVENTS OF DEFAULT; ACCELERATION; ETC.

         Section 12.1. EVENTS OF DEFAULT AND ACCELERATION.  If any of the
following events ("EVENTS OF DEFAULT") shall occur:

                  (a) the Borrower shall fail to pay any principal of the
Loans when the same shall become due and payable, whether at the stated date
of maturity or any accelerated date of maturity or at any other date fixed
for payment; none of the foregoing is a Non-Material Breach.

                  (b) the Borrower shall fail to pay any interest on the
Loans, the Commitment Fee, the Facility Fee, any Letter of Credit Fee or any
other sums due hereunder or under any of the other Loan Documents (including,
without limitation, amounts due under Section 7.17) when the same shall
become due and payable, whether at the stated date of maturity or any
accelerated date of maturity or at any other date fixed for payment, and such
failure continues for five (5) days; none of the foregoing is a Non-Material
Breach.

                  (c) the Borrower or any Guarantor or any of their
respective Subsidiaries shall fail to comply with any of their respective
covenants contained in: Section 7.1 within ten (10) days of any such amount
being due (except with respect to interest, fees and other sums covered by
clause (b) above or principal covered by clause (a) above); Section 7.6 (as
to the legal existence of MCRLP

<PAGE>
                                   -101-


for which no period to cure is granted); Section 7.7 (as to the legal
existence and REIT status of MCRC for which no period to cure is granted);
Section 7.12; Section 7.21 within ten (10) days of the occurrence of same;
Section 7.22 within thirty (30) days of any non-compliance; Section 8 (except
with respect to Section 8.1(b), Section 8.5 for Non-Material Breaches only,
or Section 8.6); or Section 9; none of the foregoing is a Non-Material Breach.

                  (d) the Borrower or any Guarantor or any of their respective
Subsidiaries shall fail to perform any other term, covenant or agreement
contained herein or in any other Loan Document (other than those specified
elsewhere in this Section 12) and such failure continues for thirty (30) days
(other than a Non-Material Breach (excluding Section 8.5 for which the
Non-Material Breach must be cured within the thirty or ten days, as applicable,
provided therein) and such cure period shall not extend any specific cure period
set forth in any term, covenant or agreement covered by this Section 12.1(d)).

                  (e) any representation or warranty of the Borrower or any
Guarantor or any of their respective Subsidiaries in this Agreement or any of
the other Loan Documents or in any other document or instrument delivered
pursuant to or in connection with this Agreement shall prove to have been
false in any material respect upon the date when made or deemed to have been
made or repeated (other than a Non-Material Breach).

                  (f) the Borrower or any Guarantor or any of their
respective Subsidiaries shall (i) fail to pay at maturity, or within any
applicable period of grace or cure, any obligation for borrowed money or
credit received (other than current obligations in the ordinary course of
business) or in respect of any Capitalized Leases (x) in respect of any
Recourse obligations or credit in an aggregate amount in excess of $5,000,000
(determined in accordance with Section 9.9 hereof) or (y) in respect of any
Without Recourse obligations or credit in an aggregate amount in excess of
$50,000,000 (determined in accordance with Section 9.9 hereof), or (ii) fail
to observe or perform any material term, covenant or agreement contained in
any agreement by which it is bound, evidencing or securing borrowed money or
credit received (other than current obligations in the ordinary course of
business) or in respect of any Capitalized Leases (x) in respect of any
Recourse obligations or credit in an aggregate amount in excess of $5,000,000
(determined in accordance with Section 9.9 hereof) for such period of time
(after the giving of appropriate notice if required) as would permit the
holder or holders thereof or of any obligations issued thereunder to
accelerate the maturity thereof or (y) in respect of any Without Recourse
obligations or credit in an aggregate amount in excess of $50,000,000
(determined in accordance with Section 9.9 hereof), and the holder or holders
thereof shall have accelerated the maturity thereof; none of the foregoing is
a Non-Material Breach.




<PAGE>
                                     -102-


                  (g) any Credit Party (other than for a Permitted Event)
shall make an assignment for the benefit of creditors, or admit in writing
its inability to pay or generally fail to pay its debts as they mature or
become due, or shall petition or apply for the appointment of a trustee or
other custodian, liquidator or receiver of any Credit Party or of any
substantial part of the properties or assets of any Credit Party (other than
for a Permitted Event) or shall commence any case or other proceeding
relating to any Credit Party (other than for a Permitted Event) under any
bankruptcy, reorganization, arrangement, insolvency, readjustment of debt,
dissolution or liquidation or similar law of any jurisdiction, now or
hereafter in effect, or shall take any action to authorize or in furtherance
of any of the foregoing, or if any such petition or application shall be
filed or any such case or other proceeding shall be commenced against any
Credit Party (other than for a Permitted Event) and (i) any Credit Party
(other than for a Permitted Event) shall indicate its approval thereof,
consent thereto or acquiescence therein or (ii) any such petition,
application, case or other proceeding shall continue undismissed, or unstayed
and in effect, for a period of seventy-five (75) days.

                  (h) a decree or order is entered appointing any trustee,
custodian, liquidator or receiver or adjudicating any Credit Party (other
than for a Permitted Event) bankrupt or insolvent, or approving a petition in
any such case or other proceeding, or a decree or order for relief is entered
in respect of any Credit Party (other than for a Permitted Event) in an
involuntary case under federal bankruptcy laws as now or hereafter
constituted, and such proceeding, decree or order shall continue undismissed,
or unstayed and in effect, for a period of seventy-five (75) days.

                  (i) there shall remain in force, undischarged, unsatisfied
and unstayed, for a period of more than thirty (30) days, any uninsured final
judgment against the Borrower, any Guarantor or any of their respective
Subsidiaries that, with other outstanding uninsured final judgments,
undischarged, unsatisfied and unstayed, against the Borrower, any Guarantor
or any of their respective Subsidiaries exceeds in the aggregate $10,000,000
(other than for a Permitted Event).

                  (j) any of the Loan Documents or any material provision of
any Loan Documents shall be canceled, terminated, revoked or rescinded
otherwise than in accordance with the terms thereof or with the express prior
written agreement, consent or approval of the Administrative Agent, or any
Guaranty shall be canceled, terminated, revoked or rescinded at any time or
for any reason whatsoever, or any action at law, suit or in equity or other
legal proceeding to make unenforceable, cancel, revoke or rescind any of the
Loan Documents shall be commenced by or on behalf of the Borrower or any of
its Subsidiaries or any Guarantor or any of its Subsidiaries, or any court or
any other governmental or

<PAGE>
                                     -103-


regulatory authority or agency of competent jurisdiction shall make a
determination that, or issue a judgment, order, decree or ruling to the
effect that, any one or more of the Loan Documents is illegal, invalid or
unenforceable as to any material terms thereof, other than as any of the same
may occur from a Permitted Event permitted by this Agreement.

                  (k) any "Event of Default" or default (after notice and
expiration of any period of grace, to the extent provided, and if none is
specifically provided or denied, then for a period of thirty (30) days after
notice), as defined or provided in any of the other Loan Documents, shall
occur and be continuing.

                  (l) the Borrower or any ERISA Affiliate incurs any
liability to the PBGC or a Guaranteed Pension Plan pursuant to Title IV of
ERISA in an aggregate amount exceeding $5,000,000, or the Borrower or any
ERISA Affiliate is assessed withdrawal liability pursuant to Title IV of
ERISA by a Multiemployer Plan requiring aggregate annual payments exceeding
$5,000,000, or any of the following occurs with respect to a Guaranteed
Pension Plan: (i) an ERISA Reportable Event, or a failure to make a required
installment or other payment (within the meaning of Section 302(f)(1) of
ERISA), PROVIDED that the Administrative Agent determines in its reasonable
discretion that such event (A) could be expected to result in liability of
the Borrower or any of its Subsidiaries to the PBGC or such Guaranteed
Pension Plan in an aggregate amount exceeding $5,000,000 and (B) could
constitute grounds for the termination of such Guaranteed Pension Plan by the
PBGC, for the appointment by the appropriate United States District Court of
a trustee to administer such Guaranteed Pension Plan or for the imposition of
a lien in favor of such Guaranteed Pension Plan; or (ii) the appointment by a
United States District Court of a trustee to administer such Guaranteed
Pension Plan; or (iii) the institution by the PBGC of proceedings to
terminate such Guaranteed Pension Plan; to the extent that any breach of
Section 6.16 or Section 7.20 is a matter that constitutes a specific breach
of a provision of this Section 12.1(l), the breach of Section 6.16 or Section
7.20 shall not be a Non-Material Breach.

                  (m) Notwithstanding the provisions of Section 8.4(a), any
person or group of persons (within the meaning of Section 13 or 14 of the
Securities Exchange Act of 1934, as amended) shall have acquired beneficial
ownership (within the meaning of Rule 13d-3 promulgated by the Securities and
Exchange Commission under said Act) of 40% or more of the outstanding shares
of common stock of MCRC in a transaction or a series of related transactions
and, if at any time within one (1) year following such acquisition (i) fewer
than four (4) of the six (6) Key Management Individuals (as defined in
Section 7.23) remain active in the executive and/or operational management in
their current (or comparable) positions with MCRC or (ii) individuals who
were directors of MCRC on the date

<PAGE>
                                    -104-


of such acquisition shall cease to constitute a majority of the voting
members of the board of directors of MCRC.

then, and in any such event, so long as the same may be continuing, the
Administrative Agent may, and upon the request of the Required Lenders shall,
by notice in writing to the Borrower, declare all amounts owing with respect
to this Agreement, the Notes and the other Loan Documents and all
Reimbursement Obligations to be, and they shall thereupon forthwith become,
immediately due and payable without presentment, demand, protest or other
notice of any kind, all of which are hereby expressly waived by the Borrower
and each Guarantor; PROVIDED that in the event of any Event of Default
specified in Section 12.1(g) or Section 12.1(h), all such amounts shall
become immediately due and payable automatically and without any requirement
of notice from any of the Lenders or the any of Administrative Agent or
action by the Lenders or the Administrative Agent.

         A Non-Material Breach shall require that the Borrower commence and
continue to exercise reasonable diligent efforts to cure such breach (which
shall occur within any specific time period for curing a Non-Material Breach
elsewhere set forth in this Agreement if any). Such efforts may include (and
for a Permitted Event shall include) the release of the affected Person(s)
(other than MCRC) as the Guarantor pursuant to Section 5 so long as such
release (i) cures such Non-Material Breach (ii) does not otherwise cause a
Default or Event of Default, and (iii) does not have a Material Adverse
Effect on the Borrower, the remaining Guarantors, and their respective
Subsidiaries, taken as a whole. Continuing failure of the Borrower to comply
with the requirements to commence and continue to exercise reasonable
diligent efforts to cure such Non-Material Breach shall constitute a material
breach after notice from the Administrative Agent.

         Section 12.2. TERMINATION OF COMMITMENTS. If any one or more Events
of Default specified in Section 12.1(g) or Section 12.1(h) shall occur, any
unused portion of the Commitments hereunder shall forthwith terminate and the
Lenders shall be relieved of all obligations to make Loans to the Borrower
and the Administrative Agent and any Fronting Bank shall be relieved of all
further obligations to issue, extend or renew Letters of Credit. If any other
Event of Default shall have occurred and be continuing, whether or not the
Lenders shall have accelerated the maturity of the Loans pursuant to Section
12.1, the Administrative Agent may, and upon the request of the Required
Lenders shall, by notice to the Borrower, terminate the unused portion of the
credit hereunder, and upon such notice being given such unused portion of the
credit hereunder shall terminate immediately and each of the Lenders shall be
relieved of all further obligations to make Loans, the Administrative Agent
and any Fronting Bank shall be relieved of all further obligations to issue,
extend or renew Letters of Credit. No

<PAGE>
                                    -105-


such termination of the credit hereunder shall relieve the Borrower or any
Guarantor of any of the Obligations or any of its existing obligations to the
Lenders arising under other agreements or instruments.

         Section 12.3. REMEDIES. In the event that one or more Events of
Default shall have occurred and be continuing, whether or not the Lenders
shall have accelerated the maturity of the Loans pursuant to Section 12.1,
the Required Lenders may direct the Administrative Agent to proceed to
protect and enforce the rights and remedies of the Administrative Agent and
the Lenders under this Agreement, the Notes, any or all of the other Loan
Documents or under applicable law by suit in equity, action at law or other
appropriate proceeding (including for the specific performance of any
covenant or agreement contained in this Agreement or the other Loan Documents
or any instrument pursuant to which the Obligations are evidenced and, to the
full extent permitted by applicable law, the obtaining of the EX PARTE
appointment of a receiver), and, if any amount shall have become due, by
declaration or otherwise, proceed to enforce the payment thereof or any other
legal or equitable right or remedy of the Administrative Agent and the
Lenders under the Loan Documents or applicable law. No remedy herein
conferred upon the Lenders or the Administrative Agent or the holder of any
Note or purchaser of any Letter of Credit Participation is intended to be
exclusive of any other remedy and each and every remedy shall be cumulative
and shall be in addition to every other remedy given hereunder or under any
of the other Loan Documents or now or hereafter existing at law or in equity
or by statute or any other provision of law.

         Section 13. SETOFF. Without demand or notice, during the continuance
of any Event of Default, any deposits (general or specific, time or demand,
provisional or final, regardless of currency, maturity, or the branch at
which such deposits are held, but specifically excluding tenant security
deposits, other fiduciary accounts and other segregated escrow accounts
required to be maintained by the Borrower for the benefit of any third party)
or other sums credited by or due from any of the Lenders to the Borrower or
its Subsidiaries or any other property of the Borrower or its Subsidiaries in
the possession of the Administrative Agent or a Lender may be applied to or
set off against the payment of the Obligations. Each of the Lenders agrees
with each other Lender that (a) if pursuant to any agreement between such
Lender and the Borrower (other than this Agreement or any other Loan
Document), an amount to be set off is to be applied to Indebtedness of the
Borrower to such Lender, other than with respect to the Obligations, such
amount shall be applied ratably to such other Indebtedness and to the
Obligations, and (b) if such Lender shall receive from the Borrower or its
Subsidiaries, whether by voluntary payment, exercise of the right of setoff,
counterclaim, cross action, enforcement of the Obligations by proceedings
against the Borrower or its Subsidiaries at law or in equity or by proof
thereof in bankruptcy, reorganization, liquidation, receivership or similar

<PAGE>
                                     -106-


proceedings, or otherwise, and shall retain and apply to the payment of the
Note or Notes held by, or Reimbursement Obligations owed to, such Lender any
amount in excess of its ratable portion of the payments received by all of
the Lenders with respect to the Notes held by, and Reimbursement Obligations
owed to, all of the Lenders, such Lender will make such disposition and
arrangements with the other Lenders with respect to such excess, either by
way of distribution, PRO TANTO assignment of claims, subrogation or
otherwise, as shall result in each Lender receiving in respect of the Notes
held by it or Reimbursement Obligations owed it, its proportionate payment as
contemplated by this Agreement; PROVIDED that if all or any part of such
excess payment is thereafter recovered from such Lender, such disposition and
arrangements shall be rescinded and the amount restored to the extent of such
recovery, but without interest. Notwithstanding the foregoing, no Lender
shall exercise a right of setoff if such exercise would limit or prevent the
exercise of any other remedy or other recourse against the Borrower or its
Subsidiaries; and PROVIDED FURTHER, if a Lender receives any amount in
connection with the enforcement by such Lender against any particular assets
held as collateral for Secured Indebtedness existing on the date hereof and
unrelated to the Obligations which is owing to such Lender by the Borrower,
such Lender shall not be required to ratably apply such amount to the
Obligations.

         Section 14.   THE ADMINISTRATIVE AGENT.

         Section 14.1. AUTHORIZATION. (a) The Administrative Agent is
authorized to take such action on behalf of each of the Lenders and to
exercise all such powers as are hereunder and under any of the other Loan
Documents and any related documents delegated to the Administrative Agent,
together with such powers as are reasonably incident thereto, PROVIDED that
no duties or responsibilities not expressly assumed herein or therein shall
be implied to have been assumed by the Administrative Agent. The relationship
between the Administrative Agent and the Lenders is and shall be that of
agent and principal only, and nothing contained in this Agreement or any of
the other Loan Documents shall be construed to constitute the Administrative
Agent as a trustee or fiduciary for any Lender. Subject to the terms and
conditions hereof, the Administrative Agent shall discharge its functions as
"Administrative Agent" with the same degree of care as it performs
administrative services for loans in which it is the sole lender.

The Administrative Agent and the Fronting Bank shall be fully justified in
failing or refusing to take any action under Section 3 hereof unless it shall
first have received such advice or concurrence of the Majority Lenders as it
reasonably deems appropriate or it shall first be indemnified to its
reasonable satisfaction by the Lenders against any and all liability and
expense which may be incurred by it by reason of taking or continuing to take
any such action.

<PAGE>
                                     -107-


                  (b) The Borrower, without further inquiry or investigation,
shall, and is hereby authorized by the Lenders to, assume that all actions
taken by the Administrative Agent hereunder and in connection with or under
the Loan Documents are duly authorized by the Lenders. The Lenders shall
notify the Borrower of any successor to Administrative Agent by a writing
signed by Required Lenders, which successor shall be reasonably acceptable to
the Borrower so long as no Default or Event of Default has occurred and is
continuing.

         Section 14.2. EMPLOYEES AND AGENTS. The Administrative Agent may
exercise its powers and execute its duties by or through employees or agents
and shall be entitled to take, and to rely on, advice of counsel concerning
all matters pertaining to its rights and duties under this Agreement and the
other Loan Documents. The Administrative Agent may utilize the services of
such Persons as the Administrative Agent in its sole discretion may
reasonably determine, and all reasonable fees and expenses of any such
Persons shall be paid by the Borrower.

         Section 14.3. NO LIABILITY. Neither the Administrative Agent, nor
any of its shareholders, directors, officers or employees nor any other
Person assisting them in their duties nor any agent or employee thereof,
shall be liable for any waiver, consent or approval given or any action
taken, or omitted to be taken, in good faith by it or them hereunder or under
any of the other Loan Documents, or in connection herewith or therewith, or
be responsible for the consequences of any oversight or error of judgment
whatsoever, except that the Administrative Agent may be liable for losses due
to its willful misconduct or gross negligence.

         Section 14.4. NO REPRESENTATIONS. Neither the Administrative Agent
nor the Syndication Agent shall be responsible for the execution or validity
or enforceability of this Agreement, the Notes, the Letters of Credit, or any
of the other Loan Documents or for the validity, enforceability or
collectibility of any such amounts owing with respect to the Notes, or for
any recitals or statements, warranties or representations made herein or in
any of the other Loan Documents or in any certificate or instrument hereafter
furnished to it by or on behalf of any Guarantor or the Borrower or any of
their respective Subsidiaries, or be bound to ascertain or inquire as to the
performance or observance of any of the terms, conditions, covenants or
agreements in this Agreement or the other Loan Documents. Neither the
Administrative Agent nor the Syndication Agent shall be bound to ascertain
whether any notice, consent, waiver or request delivered to it by the
Borrower or any Guarantor or any holder of any of the Notes shall have been
duly authorized or is true, accurate and complete. Neither the Administrative
Agent nor the Syndication Agent has made nor does it now make any
representations or warranties, express or implied, nor does it

<PAGE>
                                    -108-


assume any liability to the Lenders, with respect to the credit worthiness or
financial condition of the Borrower or any of its Subsidiaries or any
Guarantor or any of the Subsidiaries or any tenant under a Lease or any other
entity. Each Lender acknowledges that it has, independently and without
reliance upon the Administrative Agent, the Syndication Agent or any other
Lender, and based upon such information and documents as it has deemed
appropriate, made its own credit analysis and decision to enter into this
Agreement.

         Section 14.5. PAYMENTS.

                  (a) A payment by the Borrower to the Administrative Agent
hereunder or any of the other Loan Documents for the account of any Lender
shall constitute a payment to such Lender. The Administrative Agent agrees to
distribute to each Lender such Lender's pro rata share of payments received
by the Administrative Agent for the account of the Lenders, as provided
herein or in any of the other Loan Documents. All such payments shall be made
on the date received, if before 1:00 p.m., and if after 1:00 p.m., on the
next Business Day. If payment is not made on the day received, interest
thereon at the overnight federal funds effective rate shall be paid pro rata
to the Lenders.

                  (b) If in the reasonable opinion of the Administrative
Agent the distribution of any amount received by it in such capacity
hereunder, under the Notes or under any of the other Loan Documents might
involve it in material liability, it may refrain from making distribution
until its right to make distribution shall have been adjudicated by a court
of competent jurisdiction, PROVIDED that interest thereon at the overnight
federal funds effective rate shall be paid pro rata to the Lenders. If a
court of competent jurisdiction shall adjudge that any amount received and
distributed by the Administrative Agent is to be repaid, each Person to whom
any such distribution shall have been made shall either repay to the
Administrative Agent its proportionate share of the amount so adjudged to be
repaid or shall pay over the same in such manner and to such Persons as shall
be determined by such court.

                  (c) Notwithstanding anything to the contrary contained in
this Agreement or any of the other Loan Documents, any Lender that fails (i)
to make available to the Administrative Agent its pro rata share of any Loan
or to purchase any Letter of Credit Participation or (ii) to comply with the
provisions of Section 13 with respect to making dispositions and arrangements
with the other Lenders, where such Lender's share of any payment received,
whether by setoff or otherwise, is in excess of its pro rata share of such
payments due and payable to all of the Lenders, in each case as, when and to
the full extent required by the provisions of this Agreement, or to adjust
promptly such Lender's outstanding principal and its pro rata Commitment
Percentage as provided in Section 2.1, shall be deemed delinquent (a
"DELINQUENT LENDER") and shall be deemed a Delinquent

<PAGE>
                                     -109-


Lender until such time as such delinquency is satisfied. A Delinquent Lender
shall be deemed to have assigned any and all payments due to it from the
Borrower, whether on account of outstanding Loans, interest, fees or
otherwise, to the remaining nondelinquent Lenders for application to, and
reduction of, their respective pro rata shares of all outstanding Loans. The
Delinquent Lender hereby authorizes the Administrative Agent to distribute
such payments to the nondelinquent Lenders in proportion to their respective
pro rata shares of all outstanding Loans. If not previously satisfied
directly by the Delinquent Lender, a Delinquent Lender shall be deemed to
have satisfied in full a delinquency when and if, as a result of application
of the assigned payments to all outstanding Loans of the nondelinquent
Lenders, the Lenders' respective pro rata shares of all outstanding Loans
have returned to those in effect immediately prior to such delinquency and
without giving effect to the nonpayment causing such delinquency.

         Section 14.6. HOLDERS OF NOTES. The Administrative Agent may deem
and treat the payee of any Notes or the purchaser of any Letter of Credit
Participation as the absolute owner or purchaser thereof for all purposes
hereof until it shall have been furnished in writing with a different name by
such payee or by a subsequent holder, assignee or transferee.

         Section 14.7. INDEMNITY. The Lenders ratably and severally agree
hereby to indemnify and hold harmless the Administrative Agent (in its
capacity as such and not in its capacity as a Lender) and its Affiliates from
and against any and all claims, actions and suits (whether groundless or
otherwise), losses, damages, costs, expenses (including any expenses for
which the Administrative Agent has not been reimbursed by the Borrower as
required by Section 15), and liabilities of every nature and character
arising out of or related to this Agreement, the Notes, or any of the other
Loan Documents or the transactions contemplated or evidenced hereby or
thereby, or the Administrative Agent's actions taken hereunder or thereunder,
except to the extent that any of the same shall be directly caused by the
Administrative Agent's willful misconduct or gross negligence.

         Section 14.8. ADMINISTRATIVE AGENT AS LENDER. In its individual
capacity as a Lender, Chase shall have the same obligations and the same
rights, powers and privileges in respect to its Commitment and the Loans made
by it, and as the holder of any of the Notes and as the purchaser of any
Letter of Credit Participations, as it would have were it not also the
Administrative Agent.

         Section 14.9. NOTIFICATION OF DEFAULTS AND EVENTS OF DEFAULT. Each
Lender hereby agrees that, upon learning of the existence of a default,
Default or an Event of Default, it shall (to the extent notice has not
previously been provided) promptly notify the Administrative Agent thereof.
The Administrative Agent hereby

<PAGE>
                                     -110-


agrees that upon receipt of any notice under this Section 14.9 it shall
promptly notify the other Lenders of the existence of such default, Default
or Event of Default.

         Section 14.10. DUTIES IN THE CASE OF ENFORCEMENT. In case one or more
Events of Default have occurred and shall be continuing, and whether or not
acceleration of the Obligations shall have occurred, the Administrative Agent
shall, if (a) so requested by the Required Lenders and (b) the Lenders have
provided to the Administrative Agent such additional indemnities and assurances
against expenses and liabilities as the Administrative Agent may reasonably
request, proceed to enforce the provisions of this Agreement and exercise all or
any such other legal and equitable and other rights or remedies as it may have
in respect of enforcement of the Lenders' rights against the Borrower and the
Guarantors under this Agreement and the other Loan Documents. The Required
Lenders may direct the Administrative Agent in writing as to the method and the
extent (other than when such direction as to extent requires Unanimous Lender
Approval under Section 25) of any such enforcement, the Lenders (including any
Lender which is not one of the Required Lenders) hereby agreeing to ratably and
severally indemnify and hold the Administrative Agent harmless from all
liabilities incurred in respect of all actions taken or omitted in accordance
with such directions other than actions taken in gross negligence or willful
misconduct, PROVIDED that the Administrative Agent need not comply with any such
direction to the extent that the Administrative Agent reasonably believes the
Administrative Agent's compliance with such direction to be unlawful or
commercially unreasonable in any applicable jurisdiction.

         Section 14.11. SUCCESSOR ADMINISTRATIVE AGENT. Chase, or any
successor Administrative Agent, may resign as Administrative Agent at any
time by giving written notice thereof to the Lenders and to the Borrower. In
addition, the Required Lenders may remove the Administrative Agent in the
event of the Administrative Agent's gross negligence or willful misconduct or
in the event that the Administrative Agent ceases to hold a Commitment of at
least $20,000,000 or a Commitment Percentage of at least five percent (5%)
under this Agreement. Any such resignation or removal shall be effective upon
appointment and acceptance of a successor Administrative Agent, as
hereinafter provided. Upon any such resignation or removal, the Required
Lenders shall have the right to appoint a successor Administrative Agent,
which is a Lender under this Agreement, PROVIDED that so long as no Default
or Event of Default has occurred and is continuing the Borrower shall have
the right to approve any successor Administrative Agent, which approval shall
not be unreasonably withheld. Upon the resignation of Chase as the
Administrative Agent, the Borrower may elect the Syndication Agent to become
the successor Administrative Agent for all purposes under this Agreement and
the other Loan Documents. If, in the case of a resignation by the
Administrative Agent, no

<PAGE>
                                     -111-


successor Administrative Agent shall have been so appointed by the Required
Lenders and approved by the Borrower, and shall have accepted such
appointment, within thirty (30) days after the retiring Administrative
Agent's giving of notice of resignation, then the retiring Administrative
Agent may, on behalf of the Lenders, appoint any one of the other Lenders as
a successor Administrative Agent; PROVIDED that the Administrative Agent
shall have first submitted the names of two (2) Lenders to the Borrower and,
within ten (10) Business Days of such submission the Borrower shall not have
selected one of such Lenders as the successor Administrative Agent. Upon the
acceptance of any appointment as Administrative Agent hereunder by a
successor Administrative Agent, such successor Administrative Agent shall
thereupon succeed to and become vested with all the rights, powers,
privileges and duties of the retiring or removed Administrative Agent, and
the retiring or removed Administrative Agent shall be discharged from all
further duties and obligations as Administrative Agent under this Agreement.
After any Administrative Agent's resignation or removal hereunder as
Administrative Agent, the provisions of this Section 14 shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was
Administrative Agent under this Agreement.

         Section 14.12. NOTICES. Any notices or other information required
hereunder to be provided to the Administrative Agent and any formal statement
or notice given by the Administrative Agent to the Borrower or any Lender
shall be promptly forwarded by the Administrative Agent to each of the other
Lenders.

         Section 15. EXPENSES. The Borrower agrees to pay (a) the reasonable
costs of incurred by Chase and Fleet and the Arrangers in producing this
Agreement, the other Loan Documents and the other agreements and instruments
mentioned herein, (b) the reasonable fees, expenses and disbursements of one
outside counsel to both the Administrative Agent and the Syndication Agent,
one local counsel to the Administrative Agent and the Syndication Agent
incurred in connection with the preparation, administration or interpretation
of the Loan Documents and other instruments mentioned herein, each closing
hereunder, and amendments, modifications, approvals, consents or waivers
hereto or hereunder, (c) the reasonable fees, expenses and disbursements of
the Administrative Agent and the Syndication Agent incurred by the
Administrative Agent and the Syndication Agent in connection with the
preparation, administration or interpretation of the Loan Documents
(including those relating to the Competitive Bid Loans) and other instruments
mentioned herein, each closing hereunder, any amendments, modifications,
approvals, consents or waivers hereto or hereunder, or the cancellation of
any Loan Document upon payment in full in cash of all of the Obligations or
pursuant to any terms of such Loan Document for providing for such
cancellation, including, without limitation, the reasonable fees and
disbursements (including, without limitation, reasonable photocopying costs)
of one counsel to the Administrative

<PAGE>
                                    -112-


Agent and the Syndication Agent in preparing the documentation, (d) the
reasonable fees, costs, expenses and disbursements of the Arrangers and their
Affiliates incurred in connection with the syndication and/or participations
of the Loans, including, without limitation, costs of preparing syndication
materials and photocopying costs, subject to the limitations set forth in the
Fee Letter, (e) all reasonable expenses (including reasonable attorneys' fees
and costs, which attorneys may be employees of any Lender or the
Administrative Agent or the Syndication Agent, and the fees and costs of
appraisers, engineers, investment bankers, surveyors or other experts
retained by any Lender or the Administrative Agent or the Syndication Agent
in connection with any such enforcement, preservation proceedings or dispute)
incurred by any Lender or the Administrative Agent or the Syndication Agent
in connection with (i) the enforcement of or preservation of rights under any
of the Loan Documents against the Borrower or any of its Subsidiaries or any
Guarantor or the administration thereof after the occurrence and during the
continuance of a Default or Event of Default (including, without limitation,
expenses incurred in any restructuring and/or "workout" of the Loans), and
(ii) any litigation, proceeding or dispute whether arising hereunder or
otherwise, in any way related to any Lender's or the Administrative Agent's
relationship with the Borrower, any Guarantor or any of their Subsidiaries,
(f) all reasonable fees, expenses and disbursements of the Administrative
Agent incurred in connection with UCC searches and (g) all costs incurred by
the Administrative Agent in the future in connection with its inspection of
the Unencumbered Properties after the occurrence and during the continuance
of an Event of Default. The covenants of this Section 15 shall survive
payment or satisfaction of payment of amounts owing with respect to the Notes.

         Section 16. INDEMNIFICATION. The Borrower agrees to indemnify and
hold harmless the Administrative Agent, the Syndication Agent, the Arrangers
and each of the Lenders and the shareholders, directors, agents, officers,
subsidiaries and affiliates of the Administrative Agent, the Syndication
Agent, the Arrangers and each of the Lenders from and against any and all
claims, actions and suits sought or brought by a third party, whether
groundless or otherwise, and from and against any and all liabilities,
losses, settlement payments, obligations, damages and expenses of every
nature and character, including reasonable legal fees and expenses, arising
out of or resulting in any way from this Agreement or any of the other Loan
Documents or the transactions contemplated hereby or thereby or which
otherwise arise in connection with the financing, including, without
limitation, (a) any actual or proposed use by the Borrower or any of its
Subsidiaries of the proceeds of any of the Loans, (b) the Borrower or any of
its Subsidiaries or any Guarantor entering into or performing this Agreement
or any of the other Loan Documents, or (c) pursuant to Section 7.17 hereof,
in each case including, without limitation, the reasonable fees and
disbursements of counsel incurred in connection with any investigative,
administrative or judicial

<PAGE>
                                      -113-

proceeding (whether or not such indemnified Person is a party thereto),
PROVIDED, HOWEVER, that the Borrower shall not be obligated under this Section
16 to indemnify any Person for liabilities arising from such Person's own gross
negligence or willful misconduct. In litigation, or the preparation therefor,
the Borrower shall be entitled to select counsel reasonably acceptable to the
Required Lenders, and the Lenders (as approved by the Required Lenders) shall be
entitled to select their own supervisory counsel and, in addition to the
foregoing indemnity, the Borrower agrees to pay promptly the reasonable fees and
expenses of each such counsel if (i) in the written opinion of counsel to the
Administrative Agent, the Syndication Agent, the Arrangers or the Lenders, as
the case may be, use of counsel of the Borrower's choice could reasonably be
expected to give rise to a conflict of interest, (ii) the Borrower shall not
have employed counsel reasonably satisfactory to the Administrative Agent, the
Syndication Agent, the Arrangers or the Lenders, as the case may be, within a
reasonable time after notice of the institution of any such litigation or
proceeding or (iii) the Borrower authorizes the Administrative Agent, the
Syndication Agent, the Arrangers or the Lenders, as the case may be, to employ
separate counsel at the Borrower's expense. If and to the extent that the
obligations of the Borrower under this Section 16 are unenforceable for any
reason, the Borrower hereby agrees to make the maximum contribution to the
payment in satisfaction of such obligations which is permissible under
applicable law. The provisions of this Section 16 shall survive the repayment of
the Loans and the termination of the obligations of the Lenders hereunder and
shall continue in full force and effect as long as the possibility of any such
claim, action, cause of action or suit exists.

         Section 17. SURVIVAL OF COVENANTS, ETC. All covenants, agreements,
representations and warranties made herein, in the Notes, in any of the other
Loan Documents shall be deemed to have been relied upon by the Lenders, the
Administrative Agent and the Syndication Agent, notwithstanding any
investigation heretofore or hereafter made by any of them, and shall survive the
making by the Lenders of any of the Loans and the issuance, extension or renewal
of any Letters of Credit, as herein contemplated, and shall continue in full
force and effect so long as any Letter of Credit or any amount due under this
Agreement or the Notes or any of the other Loan Documents remains outstanding or
any Lender has any obligation to make any Loans or the Administrative Agent or
any Fronting Bank has any obligation to issue, extend or renew any Letter of
Credit. The indemnification obligations of the Borrower provided herein and in
the other Loan Documents shall survive the full repayment of amounts due and the
termination of the obligations of the Lenders hereunder and thereunder to the
extent provided herein and therein. All statements contained in any certificate
delivered to any Lender or the Administrative Agent or the Syndication Agent at
any time by or on behalf of the Borrower or any of its Subsidiaries or any
Guarantor pursuant hereto or in

<PAGE>
                                      -114-

connection with the transactions contemplated hereby shall constitute
representations and warranties by the Borrower or such Subsidiary or such
Guarantor hereunder.

         Section 18.   ASSIGNMENT; PARTICIPATIONS; ETC.

         Section 18.1. CONDITIONS TO ASSIGNMENT BY LENDERS. Except as provided
herein, each Lender may assign to one or more Eligible Assignees all or a
portion of its interests, rights and obligations under this Agreement (including
all or a portion of its Commitment Percentage and Commitment and the same
portion of the Loans at the time owing to it, the Notes held by it, the
Competitive Bid Loan Accounts maintained by it and its participating interest in
the risk relating to any Letters of Credit); PROVIDED that (a) the
Administrative Agent and, unless an Event of Default shall have occurred and be
continuing, the Borrower each shall have the right to approve any Eligible
Assignee, which approval shall not be unreasonably withheld or delayed, (b) each
such assignment shall be of a constant, and not a varying, percentage of all the
assigning Lender's rights and obligations under this Agreement as to such
interests, rights and obligations under this Agreement so assigned, (c) each
such assignment shall be in a minimum amount of $15,000,000 or an integral
multiple of $1,000,000 in excess thereof, (d) unless the assigning Lender shall
have assigned its entire Commitment, each Lender shall have at all times an
amount of its Commitment of not less than $15,000,000 and (e) the parties to
such assignment shall execute and deliver to the Administrative Agent, for
recording in the Register (as hereinafter defined), an assignment and
assumption, substantially in the form of EXHIBIT F hereto (an "ASSIGNMENT AND
ASSUMPTION"), together with any Notes subject to such assignment. Upon such
execution, delivery, acceptance and recording, from and after the effective date
specified in each Assignment and Assumption, which effective date shall be at
least five (5) Business Days after the execution thereof, (i) the assignee
thereunder shall be a party hereto and, to the extent provided in such
Assignment and Assumption, have the rights and obligations of a Lender hereunder
and thereunder, and (ii) the assigning Lender shall, to the extent provided in
such assignment and upon payment to the Administrative Agent of the registration
fee referred to in Section 18.3, be released from its obligations under this
Agreement.

         Section 18.2. CERTAIN REPRESENTATIONS AND WARRANTIES; LIMITATIONS;
COVENANTS. By executing and delivering an Assignment and Assumption, the parties
to the assignment thereunder confirm to and agree with each other and the other
parties hereto as follows: (a) other than the representation and warranty that
it is the legal and beneficial owner of the interest being assigned thereby free
and clear of any adverse claim, the assigning Lender makes no representation or
warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with this Agreement or

<PAGE>
                                      -115-

the execution, legality, validity, enforceability, genuineness, sufficiency or
value of this Agreement, the other Loan Documents or any other instrument or
document furnished pursuant hereto; (b) the assigning Lender makes no
representation or warranty and assumes no responsibility with respect to the
financial condition of the Borrower or any of its Subsidiaries or any Guarantor
or any other Person primarily or secondarily liable in respect of any of the
Obligations, or the performance or observance by the Borrower or any of its
Subsidiaries or any Guarantor or any other Person primarily or secondarily
liable in respect of any of the Obligations of any of their obligations under
this Agreement or any of the other Loan Documents or any other instrument or
document furnished pursuant hereto or thereto; (c) such assignee confirms that
it has received a copy of this Agreement, together with copies of the most
recent financial statements referred to in Section 6.4 and Section 7.4 and such
other documents and information as it has deemed appropriate to make its own
credit analysis and decision to enter into such Assignment and Assumption; (d)
such assignee will, independently and without reliance upon the assigning
Lender, the Administrative Agent or any other Lender and based on such documents
and information as it shall deem appropriate at the time, continue to make its
own credit decisions in taking or not taking action under this Agreement; (e)
such assignee represents and warrants that it is an Eligible Assignee; (f) such
assignee appoints and authorizes the Administrative Agent to take such action as
agent on its behalf and to exercise such powers under this Agreement and the
other Loan Documents as are delegated to the Administrative Agent by the terms
hereof or thereof, together with such powers as are reasonably incidental
thereto; (g) such assignee agrees that it will perform in accordance with their
terms all of the obligations that by the terms of this Agreement are required to
be performed by it as a Lender; (h) such assignee represents and warrants that
it is legally authorized to enter into such Assignment and Assumption; and (i)
such assignee acknowledges that it has made arrangements with the assigning
Lender satisfactory to such assignee with respect to its pro rata share of
Letter of Credit Fees in respect of outstanding Letters of Credit.

         Section 18.3. REGISTER. The Administrative Agent shall maintain a copy
of each Assignment and Assumption delivered to it and a register or similar list
(the "REGISTER") for the recordation of the names and addresses of the Lenders
and the Commitment Percentages of, and principal amount of the Loans owing to,
the Lenders from time to time. The entries in the Register shall be conclusive,
in the absence of manifest error, and the Borrower, the Administrative Agent and
the Lenders may treat each Person whose name is recorded in the Register as a
Lender hereunder for all purposes of this Agreement. The Register shall be
available for inspection by the Borrower and the Lenders at any reasonable time
and from time to time upon reasonable prior notice. Upon each such recordation
other than assignments pursuant to Section 4.12, the assigning Lender agrees to
pay to the Administrative Agent a registration fee in the sum of $2,500.


<PAGE>
                                      -116-

         Section 18.4. NEW REVOLVING CREDIT NOTES. Upon its receipt of an
Assignment and Assumption executed by the parties to such assignment, together
with each Note subject to such assignment, the Administrative Agent shall (a)
record the information contained therein in the Register, and (b) give prompt
written notice thereof to the Borrower and the Lenders (other than the assigning
Lender). Within five (5) Business Days after receipt of such notice, the
Borrower, at its own expense, (i) shall execute and deliver to the
Administrative Agent, in exchange for each surrendered Note, a new Note to the
order of such Eligible Assignee in an amount equal to the amount assumed by such
Eligible Assignee pursuant to such Assignment and Assumption and, if the
assigning Lender has retained some portion of its obligations hereunder, a new
Note to the order of the assigning Lender in an amount equal to the amount
retained by it hereunder and (ii) shall deliver an opinion from counsel to the
Borrower in substantially the form delivered on the Closing Date pursuant to
Section 10.8 as to such new Notes. Such new Notes shall provide that they are
replacements for the surrendered Notes, shall be in an aggregate principal
amount equal to the aggregate principal amount of the surrendered Notes, shall
be dated the effective date of such Assignment and Assumption and shall
otherwise be in substantially the form of the assigned Notes. The surrendered
Notes shall be canceled and returned to the Borrower.

         Section 18.5. PARTICIPATIONS. Each Lender may sell participations to
one or more banks or other entities in all or a portion of such Lender's rights
and obligations under this Agreement and the other Loan Documents; PROVIDED that
(a) each such participation shall be in an amount of not less than $15,000,000
if such participation is to a Person other than an Affiliate of such Lender, (b)
any such sale or participation shall not affect the rights and duties of the
selling Lender hereunder to the Borrower and the Administrative Agent and the
Lender shall continue to exercise all approvals, disapprovals and other
functions of a Lender, (c) the only rights granted to the participant pursuant
to such participation arrangements with respect to waivers, amendments or
modifications of, or approvals under, the Loan Documents shall be the rights to
approve waivers, amendments or modifications that would reduce the principal of
or the interest rate on any Loans, extend the term (other than any extension
contemplated by the definition of "MATURITY DATE") or increase the amount of the
Commitment of such Lender as it relates to such participant, reduce the amount
of any fees to which such participant is entitled or extend any regularly
scheduled payment date for principal or interest, and (d) no participant shall
have the right to grant further participations or assign its rights, obligations
or interests under such participation to other Persons without the prior written
consent of the Administrative Agent.


<PAGE>
                                      -117-

         Section 18.6. PLEDGE BY LENDER. Notwithstanding any other provision of
this Agreement, any Lender at no cost to the Borrower may at any time pledge all
or any portion of its interest and rights under this Agreement (including all or
any portion of its Notes) to any of the twelve Federal Reserve Banks organized
under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341. No such
pledge or the enforcement thereof shall release the pledgor Lender from its
obligations hereunder or under any of the other Loan Documents.

         Section 18.7. NO ASSIGNMENT BY BORROWER.  The Borrower shall not
assign or transfer any of its rights or obligations under any of the Loan
Documents without prior Unanimous Lender Approval.

         Section 18.8. DISCLOSURE. The Borrower agrees that, in addition to
disclosures made in accordance with standard banking practices, any Lender may
disclose information obtained by such Lender pursuant to this Agreement to
assignees or participants and potential assignees or participants hereunder. Any
such disclosed information shall be treated by any assignee or participant with
the same standard of confidentiality set forth in Section 7.10 hereof.

         Section 18.9. SYNDICATION. The Borrower acknowledges that the
Administrative Agent and the Syndication Agent intend, and shall have the right,
by themselves or through their Affiliates, to syndicate or enter into co-lending
arrangements with respect to the Loans and the Total Commitment pursuant to this
Section 18, and the Borrower agrees to reasonably cooperate with the
Administrative Agent's, the Syndication Agent's and their Affiliates'
syndication and/or co-lending efforts, such cooperation to include, without
limitation, the provision of information reasonably requested by potential
syndicate members.

         Section 19.   NOTICES, ETC. Except as otherwise expressly provided in
this Agreement, all notices and other communications made or required to be
given pursuant to this Agreement or the Notes or any Letter of Credit
Applications shall be in writing and shall be delivered in hand, or mailed by
United States registered or certified first class mail, return receipt
requested, postage prepaid; or sent by overnight courier; or sent by facsimile
and confirmed by delivery via overnight courier or postal service; addressed as
follows:

                       (a) if to the Borrower or any Guarantor, to the
Borrower at Mack-Cali Realty Corporation, 11 Commerce Drive, Cranford, New
Jersey  07016, Attention:  Mr. Roger W. Thomas, Executive Vice President and
General Counsel and Mr. Barry Lefkowitz, Executive Vice President and Chief
Financial Officer, with a copy to Andrew S. Levine, Esq., Pryor Cashman
Sherman & Flynn LLP, 410 Park Avenue, New York, New York  10222, or to such
other address for notice as the Borrower or any Guarantor shall have last
furnished in writing to the Administrative Agent;


<PAGE>
                                      -118-


                       (b) if to the Administrative Agent, at The Chase
Manhattan Bank, 270 Park Avenue, New York, New York 10017, Attention: Marc E.
Costantino, Vice President, or such other address for notice as the
Administrative Agent shall have last furnished in writing to the Borrower,
with a copy to Paul M. Vaughn, Esq., Bingham Dana LLP, 150 Federal Street,
Boston, Massachusetts 02110, or at such other address for notice as the
Administrative Agent shall last have furnished in writing to the Person
giving the notice; and

                       (c) if to any Lender, at the address set forth on
Schedule 1.2 hereto, or such other address for notice as such Lender shall
have last furnished in writing to the Person giving the notice.

         Any such notice or demand shall be deemed to have been duly given or
made and to have become effective (i) if delivered by hand, overnight courier or
facsimile to the party to which it is directed, at the time of the receipt
thereof by such party or the sending of such facsimile and (ii) if sent by
registered or certified first-class mail, postage prepaid, return receipt
requested on the fifth Business Day following the mailing thereof.

         Section 20. GOVERNING LAW; CONSENT TO JURISDICTION AND SERVICE. THIS
AGREEMENT AND EACH OF THE OTHER LOAN DOCUMENTS, EXCEPT AS OTHERWISE SPECIFICALLY
PROVIDED THEREIN, ARE CONTRACTS UNDER THE LAWS OF THE STATE OF NEW YORK AND
SHALL FOR ALL PURPOSES BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS
OF THE STATE OF NEW YORK (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE
OF LAW). EACH OF THE BORROWER AND THE GUARANTORS AND THE ADMINISTRATIVE AGENT
AND THE LENDERS AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF THIS AGREEMENT OR
ANY OF THE OTHER LOAN DOCUMENTS MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW
YORK SITTING IN NEW YORK, NEW YORK OR ANY FEDERAL COURT SITTING IN NEW YORK, NEW
YORK AND CONSENTS TO THE NON-EXCLUSIVE JURISDICTION OF SUCH COURTS AND THE
SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON THE BORROWER OR THE
GUARANTORS OR THE ADMINISTRATIVE AGENT OR THE LENDERS BY MAIL AT THE ADDRESS
SPECIFIED IN Section 19. EACH OF THE BORROWER AND THE GUARANTORS AND THE
ADMINISTRATIVE AGENT AND THE LENDERS HEREBY WAIVES ANY OBJECTION THAT EITHER OF
THEM MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT
OR THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT COURT.


<PAGE>
                                      -119-

         Section 21.   HEADINGS.  The captions in this Agreement are for
convenience of reference only and shall not define or limit the provisions
hereof.

         Section 22.   COUNTERPARTS. This Agreement and any amendment hereof may
be executed in several counterparts and by each party on a separate counterpart,
each of which when so executed and delivered shall be an original, and all of
which together shall constitute one instrument. In proving this Agreement it
shall not be necessary to produce or account for more than one such counterpart
signed by the party against whom enforcement is sought.

         Section 23.   ENTIRE AGREEMENT, ETC. The Loan Documents and any other
documents executed in connection herewith or therewith express the entire
understanding of the parties with respect to the transactions contemplated
hereby. Neither this Agreement nor any term hereof may be changed, waived,
discharged or terminated, except as provided in Section 25.

         Section 24.   WAIVER OF JURY TRIAL AND CERTAIN DAMAGE CLAIMS. EXCEPT TO
THE EXTENT EXPRESSLY PROHIBITED BY LAW, EACH OF THE BORROWER AND THE GUARANTORS
AND THE ADMINISTRATIVE AGENT AND THE LENDERS HEREBY WAIVES ITS RESPECTIVE RIGHTS
TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE
IN CONNECTION WITH THIS AGREEMENT, THE REVOLVING CREDIT NOTES OR ANY OF THE
OTHER LOAN DOCUMENTS, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THEREUNDER OR THE
PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS. EXCEPT TO THE EXTENT EXPRESSLY
PROHIBITED BY LAW, THE BORROWER AND EACH OF THE GUARANTORS HEREBY WAIVES ANY
RIGHT ANY OF THEM MAY HAVE TO CLAIM OR RECOVER IN ANY LITIGATION REFERRED TO IN
THE PRECEDING SENTENCE ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES
OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. EACH OF THE
BORROWER AND THE GUARANTORS (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY LENDER OR THE ADMINISTRATIVE AGENT HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, THAT SUCH LENDER OR THE ADMINISTRATIVE AGENT WOULD NOT, IN THE EVENT
OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND (B) ACKNOWLEDGE THAT
THE ADMINISTRATIVE AGENT AND THE LENDERS HAVE BEEN INDUCED TO ENTER INTO THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS TO WHICH THEY ARE PARTIES BY, AMONG OTHER
THINGS, THE WAIVERS AND CERTIFICATIONS CONTAINED HEREIN.

         Section 25.   CONSENTS, AMENDMENTS, WAIVERS, ETC. Except as otherwise
expressly provided in this Agreement, any acceptance, consent,

<PAGE>
                                      -120-

approval or other authorization required or permitted by this Agreement may
be given, and any term of this Agreement or of any of the other Loan
Documents may be amended, and the performance or observance by the Borrower
or any Guarantor of any terms of this Agreement or the other Loan Documents
or the continuance of any default, Default or Event of Default may be waived
(either generally or in a particular instance and either retroactively or
prospectively) with, but only with, the written consent of the Required
Lenders.

         Notwithstanding the foregoing, Unanimous Lender Approval shall be
required for any amendment, modification or waiver of this Agreement that:

                           (i)    reduces or forgives any principal of any
                  unpaid Loan or any interest thereon (including any interest
                  "breakage" costs) or any fees due any Lender hereunder, or
                  permits any prepayment not otherwise permitted hereunder; or

                           (ii)   changes the unpaid principal amount of, or
                  the rate of interest on, any Loan; or

                           (iii)  changes the date fixed for any payment of
                  principal of or interest on any Loan (including, without
                  limitation, any extension of the Maturity Date) or any fees
                  payable hereunder; or

                           (iv)   changes the amount of any Lender's Commitment
                  (other than pursuant to an assignment permitted under Section
                  18.1 hereof) or increases the amount of the Total Commitment,
                  except as provided in Section 2.2; or

                           (v)    amends any of the covenants contained in
                  Sections 9.1, 9.3, 9.4, 9.6 or 9.7 hereof; or

                           (vi)   releases or reduces the liability of any
                  Guarantor pursuant to its Guaranty other than as provided in
                  Section 5; or

                           (vii)  modifies this Section 25 or any other
                  provision herein or in any other Loan Document which by the
                  terms thereof expressly requires Unanimous Lender Approval; or

                           (viii) amends any of the provisions governing
                  funding contained in Section 2 hereof; or

                           (ix)   changes the rights, duties or obligations of
                  the Administrative Agent specified in Section 14 hereof
                  (PROVIDED that no amendment or modification to such Section
                  14 or to the fee payable to the

<PAGE>
                                      -121-

                  Arrangers or the Administrative Agent under this Agreement
                  may be made without the prior written consent of the
                  Arrangers or the Administrative Agent affected thereby); or

                           (x)    changes the definitions of Required
                  Lenders, Majority Lenders or Unanimous Lender Approval.

No waiver shall extend to or affect any obligation not expressly waived or
impair any right consequent thereon. No course of dealing or delay or
omission on the part of the Administrative Agent or the Lenders or any Lender
in exercising any right shall operate as a waiver thereof or otherwise be
prejudicial to such right or any other rights of the Administrative Agent or
the Lenders. No notice to or demand upon the Borrower shall entitle the
Borrower to other or further notice or demand in similar or other
circumstances.

         Section 26.   SEVERABILITY. The provisions of this Agreement are
severable, and if any one clause or provision hereof shall be held invalid or
unenforceable in whole or in part in any jurisdiction, then such invalidity or
unenforceability shall affect only such clause or provision, or part thereof, in
such jurisdiction, and shall not in any manner affect such clause or provision
in any other jurisdiction, or any other clause or provision of this Agreement in
any jurisdiction.

         Section 27.   TRANSITIONAL ARRANGEMENTS.

         Section 27.1. ORIGINAL AGREEMENT SUPERSEDED. This Agreement shall
supersede the Original Agreement in its entirety, except as provided in this
Section 27 and Section 3.7. On the Closing Date, the rights and obligations of
the parties under the Original Agreement and the "Notes" defined therein shall
be subsumed within and be governed by this Agreement and the Notes; PROVIDED
HOWEVER, that any of the "Revolving Credit Loans" (as defined in the Original
Agreement) outstanding under the Original Agreement shall, for purposes of this
Agreement, be Revolving Credit Loans hereunder. The Lenders' interests in such
Revolving Credit Loans and participations in such Letters of Credit shall be
reallocated on the Closing Date in accordance with each Lender's applicable
Commitment Percentage.

         Section 27.2. RETURN AND CANCELLATION OF NOTES. Upon its receipt of the
Revolving Credit Notes to be delivered hereunder on the Closing Date, each
Lender will promptly return to the Borrower, marked "Cancelled" or "Replaced",
the notes of the Borrower held by such Lender pursuant to the Original
Agreement.

         Section 27.3 INTEREST AND FEES UNDER ORIGINAL AGREEMENT. All interest
and all commitment, facility and other fees and expenses owing or accruing under
or in

<PAGE>
                                      -122-

respect of the Original Agreement shall be calculated as of the Closing Date
(prorated in the case of any fractional periods), and shall be paid on the
Closing Date in accordance with the method specified in the Original
Agreement, as if the Original Agreement were still in effect.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
                          [SIGNATURE PAGES TO FOLLOW]


<PAGE>
                                      -123-

         IN WITNESS WHEREOF, the undersigned have duly executed this Agreement
as a sealed instrument as of the date first set forth above.



                                  MACK-CALI REALTY, L.P.

                                    By: Mack-Cali Realty Corporation, its
                                    general partner


                                    By: /s/ Barry Lefkowitz
                                       -----------------------------------
                                       Name:      Barry Lefkowitz
                                       Title:     Executive Vice President and
                                                  Chief Financial Officer
























                          SIGNATURE PAGE TO AMENDMENT NO. 3 TO AND
                          RESTATEMENT OF REVOLVING CREDIT AGREEMENT


<PAGE>
                                      -124-


                                    BANK LEUMI USA

                                        By: /s/ Federick A. Wolhel
                                            -----------------------------------
                                            Name:  Federick A. Wolhel
                                            Title: Vice President
































                            SIGNATURE PAGE TO AMENDMENT NO. 3 TO AND
                            RESTATEMENT OF REVOLVING CREDIT AGREEMENT


<PAGE>
                                      -125-


                                    BANK ONE, NA

                                        By:  /s/ Dennis J. Redpath
                                            -----------------------------------
                                            Name:  Dennis J. Redpath
                                            Title: First Vice President































                            SIGNATURE PAGE TO AMENDMENT NO. 3 TO AND
                            RESTATEMENT OF REVOLVING CREDIT AGREEMENT


<PAGE>
                                      -126-


                                    BANK OF AMERICA, N.A.

                                        By:  /s/ Jeffrey B. Hoyle
                                            -----------------------------------
                                            Name:  Jeffrey B. Hoyle
                                            Title: Principal

































                          SIGNATURE PAGE TO AMENDMENT NO. 3 TO AND
                          RESTATEMENT OF REVOLVING CREDIT AGREEMENT



<PAGE>
                                      -127-


                                    BANK AUSTRIA CREDITANSTALT CORPORATE
                                    FINANCE, INC.


                                        By:  /s/ Peter W. Wood
                                            -----------------------------------
                                            Name:  Peter W. Wood
                                            Title: Vice President


                                        By:  /s/ Anthony Mugno
                                            -----------------------------------
                                            Name:  Anthony Mugno
                                            Title: Assistant Vice President



























                          SIGNATURE PAGE TO AMENDMENT NO. 3 TO AND
                          RESTATEMENT OF REVOLVING CREDIT AGREEMENT


<PAGE>
                                      -128-


                                    BAYERISCHE HYPO-UND VEREINSBANK AG
                                    NEW YORK BRANCH


                                        By:  /s/ William J. Rogers
                                            -----------------------------------
                                            Name:  William J. Rogers
                                            Title: Managing Director


                                        By:  /s/ George S. Gnad
                                            -----------------------------------
                                            Name:  George S. Gnad
                                            Title: Director



























                          SIGNATURE PAGE TO AMENDMENT NO. 3 TO AND
                          RESTATEMENT OF REVOLVING CREDIT AGREEMENT


<PAGE>
                                      -129-


                                    BAYERISCHE LANDESBANK GIROZENTRALE,
                                       CAYMAN ISLANDS BRANCH

                                        By:  /s/ John A. Wain
                                            -----------------------------------
                                            Name:  John A. Wain
                                            Title: First Vice President



                                        By:  /s/ Alexander Kohnert
                                            -----------------------------------
                                            Name:  Alexander Kohnert
                                            Title: First Vice President




























                    SIGNATURE PAGE TO AMENDMENT NO. 3 TO AND
                    RESTATEMENT OF REVOLVING CREDIT AGREEMENT



<PAGE>
                                      -130-


                                    CHEVY CHASE BANK

                                        By:  /s/ Todd A. Lee
                                            -----------------------------------
                                            Name:  Todd A. Lee
                                            Title: Vice President


































                     SIGNATURE PAGE TO AMENDMENT NO. 3 TO AND
                     RESTATEMENT OF REVOLVING CREDIT AGREEMENT



<PAGE>
                                      -131-


                                    CITICORP REAL ESTATE, INC.

                                        By:  /s/ David Boutin
                                            -----------------------------------
                                            Name:  David Boutin
                                            Title: Vice President

































                    SIGNATURE PAGE TO AMENDMENT NO. 3 TO AND
                    RESTATEMENT OF REVOLVING CREDIT AGREEMENT



<PAGE>
                                      -132-


                                    CITIZENS BANK OF MASSACHUSETTS

                                        By:  /s/ Craig E. Schermerhorn
                                            -----------------------------------
                                            Name:  Craig E. Schermerhorn
                                            Title: Vice President


































                     SIGNATURE PAGE TO AMENDMENT NO. 3 TO AND
                     RESTATEMENT OF REVOLVING CREDIT AGREEMENT



<PAGE>
                                      -133-



                                    COMMERZBANK AKTIENGESELLSCHAFT, NEW
                                    YORK BRANCH

                                        By:  /s/ Christine H. Finkel
                                            -----------------------------------
                                            Name:  Christine H. Finkel
                                            Title: Vice President


                                        By:  /s/ R. William Knickerbocker
                                            -----------------------------------
                                            Name:  R. William Knickerbocker
                                            Title: Assistant Vice President



























                 SIGNATURE PAGE TO AMENDMENT NO. 3 TO AND
                 RESTATEMENT OF REVOLVING CREDIT AGREEMENT


<PAGE>

                                      -134-


                                      DG BANK DEUTSCHE
                                      GENOSSENSCHAFTSBANK, AG NEW YORK
                                      BRANCH

                                        By:   /s/ Rob T. Jokhai
                                              -----------------------------
                                              Name:  Rob T. Jokhai
                                              Title: Vice President


                                        By:   /s/ Sabine Wendt
                                              -----------------------------
                                              Name:  Sabine Wendt
                                              Title: Vice President



























                    SIGNATURE PAGE TO AMENDMENT NO. 3 TO AND
                    RESTATEMENT OF REVOLVING CREDIT AGREEMENT


<PAGE>

                                     -135-


                                      DRESDNER BANK AG, NEW YORK AND GRAND
                                      CAYMAN BRANCHES

                                        By:   /s/ Johannes Boeckmann
                                              -----------------------------
                                              Name:  Johannes Boeckmann
                                              Title: Senior Vice President


                                        By:   /s/ Clifford L. Rooke
                                              -----------------------------
                                              Name:  Clifford L. Rooke
                                              Title: Vice President






























                    SIGNATURE PAGE TO AMENDMENT NO. 3 TO AND
                    RESTATEMENT OF REVOLVING CREDIT AGREEMENT


<PAGE>
                                     -136-


                                      ERSTE BANK

                                        By:   /s/ Paul Judicke
                                              -----------------------------
                                              Name:  Paul Judicke
                                              Title: Vice President


                                        By:   /s/ John Runnion
                                              -----------------------------
                                              Name:  John Runnion
                                              Title: First Vice President































                    SIGNATURE PAGE TO AMENDMENT NO. 3 TO AND
                    RESTATEMENT OF REVOLVING CREDIT AGREEMENT

<PAGE>
                                     -137-


                                      EUROPEAN AMERICAN BANK

                                        By:   /s/ Joanne Schemerti
                                              -------------------------------
                                              Name:  Joanne Schemerti
                                              Title: Assistant Vice President


































                    SIGNATURE PAGE TO AMENDMENT NO. 3 TO AND
                    RESTATEMENT OF REVOLVING CREDIT AGREEMENT

<PAGE>
                                     -138-


                                      FIRST UNION NATIONAL BANK

                                        By:   /s/ David Hoagland
                                              -----------------------------
                                              Name:  David Hoagland
                                              Title: Vice President


































                    SIGNATURE PAGE TO AMENDMENT NO. 3 TO AND
                    RESTATEMENT OF REVOLVING CREDIT AGREEMENT

<PAGE>
                                     -139-


                                     FLEET NATIONAL BANK

                                        By:   /s/ Scott C. Dow
                                              -----------------------------
                                              Name:  Scott C. Dow
                                              Title: Authorized Officer


































                    SIGNATURE PAGE TO AMENDMENT NO. 3 TO AND
                    RESTATEMENT OF REVOLVING CREDIT AGREEMENT

<PAGE>
                                     -140-


                                      ISRAEL DISCOUNT BANK OF NEW YORK

                                        By:   /s/ Marc G. Cooper
                                              -----------------------------
                                              Name:  Marc G. Cooper
                                              Title: Vice President


                                        By:   /s/ Chet Davis
                                              -----------------------------
                                              Name:  Chet Davis
                                              Title: First Vice President




























                    SIGNATURE PAGE TO AMENDMENT NO. 3 TO AND
                    RESTATEMENT OF REVOLVING CREDIT AGREEMENT

<PAGE>
                                     -141-



                                      KBC BANK N.V.

                                        By:   /s/ Michael V. Curran
                                              -----------------------------
                                              Name:  Michael V. Curran
                                              Title: Vice President


































                    SIGNATURE PAGE TO AMENDMENT NO. 3 TO AND
                    RESTATEMENT OF REVOLVING CREDIT AGREEMENT

<PAGE>
                                     -142-


                                      PNC BANK, NATIONAL ASSOCIATION

                                        By:   /s/ Melinda E. DiBenedetto
                                              -----------------------------
                                              Name:  Melinda E. DiBenedetto
                                              Title: Vice President


































                    SIGNATURE PAGE TO AMENDMENT NO. 3 TO AND
                    RESTATEMENT OF REVOLVING CREDIT AGREEMENT

<PAGE>
                                     -143-


                                      SOCIETE GENERALE

                                        By:   /s/ Jeffrey C. Schultz
                                              -----------------------------
                                              Name:  Jeffrey C. Schultz
                                              Title: Vice President



































                    SIGNATURE PAGE TO AMENDMENT NO. 3 TO AND
                    RESTATEMENT OF REVOLVING CREDIT AGREEMENT


<PAGE>

                                     -144-




                                 SUMMIT BANK

                                  By: /s/ Marianne W. de Jongh
                                     ---------------------------------
                                     Name:  Marianne W. de Jongh
                                     Title: Vice President





















                         SIGNATURE PAGE TO AMENDMENT NO. 3 TO AND
                        RESTATEMENT OF REVOLVING CREDIT AGREEMENT



<PAGE>

                                     -145-


                                 SUNTRUST BANK
                                 (SUCCESSOR IN INTEREST TO CRESTAR BANK)

                                   By: /s/ Blake K. Thompson
                                      -------------------------------------
                                      Name:  Blake K. Thompson
                                      Title: Vice President


















                         SIGNATURE PAGE TO AMENDMENT NO. 3 TO AND
                        RESTATEMENT OF REVOLVING CREDIT AGREEMENT



<PAGE>

                                     -146-


                                 THE CHASE MANHATTAN BANK

                                  By: /s/ Marc E. Constantino
                                     ------------------------------------
                                     Name:  Marc E. Constantino
                                     Title: Vice President















                         SIGNATURE PAGE TO AMENDMENT NO. 3 TO AND
                        RESTATEMENT OF REVOLVING CREDIT AGREEMENT

<PAGE>

                                     -147-


                             WELLS FARGO BANK, NATIONAL ASSOCIATION

                              By: /s/ Diana M. Elton
                                 -----------------------------------
                                 Name:  Diana M. Elton
                                 Title: Vice President














                          SIGNATURE PAGE TO AMENDMENT NO. 3 TO AND
                         RESTATEMENT OF REVOLVING CREDIT AGREEMENT




<PAGE>

                                                   SCHEDULE 1.2


<TABLE>
<CAPTION>
LENDER                                                COMMITMENT AMOUNT               COMMITMENT PERCENTAGE
------                                                -----------------               ---------------------
<S>                                                   <C>                             <C>
The Chase Manhattan Bank                                 $60,000,000                           7.500%
270 Park Avenue
New York, NY  10017

Fleet National Bank                                      $60,000,000                           7.500%
100 Federal Street
Boston, MA  02110

Bank of America, N.A.                                    $60,000,000                           7.500%
100 N. Tryon Street
Charlotte, NC  28255-0001

Bank One, NA                                             $50,000,000                           6.250%
One First National Plaza
Suite 0151, 1-14
Chicago, IL  60670

Commerzbank Aktiengesellschaft,                          $50,000,000                           6.250%
New York Branch
2 World Financial Center
New York, NY  10281-1050

First Union National Bank                                $50,000,000                           6.250%
One First Union Center
Charlotte, NC  28288-0166

PNC Bank, National Association                           $40,000,000                           5.000%
Two Tower Center Blvd.
East Brunswick, NJ  08816

Bank Austria Creditanstalt                               $35,000,000                           4.375%
Corporate Finance, Inc.
2 Ravinia Drive
Atlanta, GA  30346

Bayerische Hypo-und Vereinsbank                          $35,000,000                           4.375%
AG New York Branch
150 East 42nd Street
New York, NY  10017

Dresdner Bank AG, New York and                           $35,000,000                           4.375%
Grand Cayman Branches
75 Wall Street
New York, NY  10005

</TABLE>

<PAGE>

                                     -2-

<TABLE>
<CAPTION>

LENDER                                                COMMITMENT AMOUNT               COMMITMENT PERCENTAGE
------                                                -----------------               ---------------------
<S>                                                   <C>                             <C>
Societe Generale                                         $35,000,000                           4.375%
2001 Ross Avenue
Dallas, TX  75201

Summit Bank                                              $35,000,000                           4.375%
750 Walnut Avenue
Cranford, NJ  07016

Wells Fargo Bank, National                               $35,000,000                           4.375%
Association
40 West 57th Street, 22nd Floor
New York, NY  10019

Bayerische Landesbank Girozentrale                       $30,000,000                           3.750%
560 Lexington Avenue
New York, NY  10022

Citizens Bank of Massachusetts                           $25,000,000                           3.125%
1 Citizens Plaza
Providence, RI  02903-1339

European American Bank                                   $25,000,000                           3.125%
335 Madison Avenue
New York, NY  10017

Chevy Chase Bank                                         $20,000,000                           2.500%
8401 Connecticut Avenue
Chevy Chase, MD  20815

Citicorp Real Estate, Inc.                               $20,000,000                           2.500%
399 Park Avenue
New York, NY  10043

DG Bank Deutsche                                         $20,000,000                           2.500%
Genossenschaftsbank, AG New York
Branch
609 Fifth Avenue
New York, NY  10017-1021

Erste Bank                                               $20,000,000                           2.500%
280 Park Avenue, West Building
New York, NY  10017

KBC Bank N.V.                                            $20,000,000                           2.500%
125 West 55th Street
New York, NY  10019

</TABLE>

<PAGE>

                                     -3-

<TABLE>
<CAPTION>

LENDER                                                COMMITMENT AMOUNT               COMMITMENT PERCENTAGE
------                                                -----------------               ---------------------
<S>                                                   <C>                             <C>
SunTrust Bank (successor in interest                      $20,000,000                          2.500%
to Crestar Bank)
8245 Boone Blvd., Suite 820
Vienna, VA  22182

Bank Leumi USA                                            $10,000,000                          1.250%
562 Fifth Avenue
New York, NY  10036

Israel Discount Bank of New York                          $10,000,000                          1.250%
511 Fifth Avenue
New York, NY  10017
                                                      -----------------                ---------------------

TOTAL                                                    $800,000,000                            100%

</TABLE>