Exhibit
      10.93







**REDEMPTION
      AGREEMENT**




**BY
      AND AMONG**




**MEADOWLANDS
      DEVELOPER LIMITED PARTNERSHIP,**




**MEADOWLANDS
      DEVELOPER HOLDING CORP.,**




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




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




**AND**




**MEADOWLANDS
      LIMITED PARTNERSHIP**






**Execution
      Date: November 22, 2006**













**TABLE
      OF CONTENTS**






PageSection
                  1.
              Definitions
              2Section
                  2.
              Redemption
              7Section
                  3.
              Closing
              8Section
                  4.
              Payment
                  of Consideration
              8Section
                  5.
              Delivery
                  of Documents at Closing
              8Section
                  6.
              Representations,
                  Warranties and Covenants
              10Section
                  7.
              Remedies
              14Section
                  8.
              Notices
              14Section
                  9.
              No
                  Continuing Liability, Release and Indemnity
              16Section
                  10.
              Access
                  to Information
              19Section
                  11.
              Transfer/Conveyance
                  Taxes
              19Section
                  12.
              Tax
                  Matters
              20Section
                  13.
              Estoppel
              22Section
                  14.
              Public
                  Announcements; Confidentiality
              22Section
                  15.
              Miscellaneous
              23














EXHIBITS





EXHIBIT
                  A
              Mack-Cali
                  Rights AgreementEXHIBIT
                  B
              MC
                  NoteEXHIBIT
                  C
              A-B
                  Office Partnership AgreementEXHIBIT
                  D
              Amended
                  and Restated Partnership AgreementEXHIBIT
                  E
              C-D
                  Office Partnership AgreementEXHIBIT
                  F
              Hotel
                  Partnership AgreementEXHIBIT
                  G
              License
                  AgreementEXHIBIT
                  H
              MC
                  Partner AssignmentEXHIBIT
                  I
              MemorandumEXHIBIT
                  J
              SGP
                  Partner AssignmentEXHIBIT
                  K
              Special
                  Interests Assignment
                  Agreement




i


**REDEMPTION
      AGREEMENT**




**THIS
      REDEMPTION AGREEMENT** (this
“ **Agreement** ”)
      is
      made as of this 22 nd day of
      November, 2006 by and among **MEADOWLANDS
      DEVELOPER LIMITED PARTNERSHIP** (f/k/a
      Meadowlands Mills/Mack-Cali Limited Partnership) **,** a
      Delaware limited partnership (the “ **Partnership** ”
and
      sometimes, the “ **Original
      Partnership** ”), **MACK-CALI
      MEADOWLANDS ENTERTAINMENT L.L.C.** , **** a
      New
      Jersey limited liability company and a limited partner in the Partnership (the
      “ **MC
      Partner** ”), **MACK-CALI MEADOWLANDS SPECIAL L.L.C.** , **** a
      New
      Jersey limited liability company and a general partner in the Partnership (the
      “ **Special
      General Partner** ”
who,
      together with the MC Partner, are collectively referred to herein as
      the **** “ **Redeemed
      Partners** ”), **MEADOWLANDS
      DEVELOPER HOLDING CORP.** ,
      a
      Delaware corporation (“ **Holdings
      Corp** ”),
      and
      the **MEADOWLANDS
      LIMITED PARTNERSHIP** (f/k/a
      Meadowlands/Mills Limited Partnership), **** a
      Delaware limited partnership and a general partner and a limited partner in
      the
      Partnership (the “ **Meadowlands
      Partnership** ”,
      and
      together with Holdings Corp, the “ **Remaining
      Partners** ”).




**W
      I T N E S S E T H**




**WHEREAS** ,
      the MC
      Partner holds a nineteen percent (19%) partnership interest in the Partnership
      (the “ **MC
      Partner Redeemed Interest** ”)
      and
      the Special General Partner holds a one percent (1%) partnership interest in
      the
      Partnership (the “ **SGP
      Redeemed Interest** ”,
      together with the MC Redeemed Interest, the “ **Redeemed
      Interests** ”);




**WHEREAS,** immediately prior to the effectiveness of this Agreement, Holdings Corp was
      admitted to the Partnership as a limited partner;




**WHEREAS** ,
      the
      Partnership now desires to fully and completely redeem the Redeemed Interests
      of
      the Redeemed Partners and the Redeemed Partners now desire to withdraw from
      the
      Partnership and transfer to the Partnership the Redeemed Interests;




**WHEREAS** ,
      at
      Closing (as hereinafter defined) and in the manner set forth herein, the
      Partnership shall redeem (the “ **Redemption** ”)
      the
      Redeemed Interests and, in exchange therefor, the Partnership shall at Closing
      (i) distribute to the Redeemed Partners in complete and collective redemption
      of
      the Redeemed Interests: (A) $22,500,000 to and among the Redeemed Partners
      in
      the amounts and proportions set forth in Section 4.1 (the “ **Cash
      Consideration** ”);
      (B)
      those special, non-economic general partnership interests (the “ **Special
      Interests** ”)
      in
      each of the following entities: (x) A-B Office Meadowlands Mack-Cali/Mills
      Limited Partnership (“ **A-B
      Office LP** ”),
      (y)
      C-D Office Meadowlands Mack-Cali/Mills Limited Partnership (“ **C-B
      Office LP** ”),
      and
      (z) Hotel Meadowlands Mack-Cali/Mills Limited Partnership (“ **Hotel
      LP** ”
each
      a
“ **Component
      Entity** ”,
      and
      collectively, the “ **Component
      Entities** ”)
      (which
      partnership interests shall be distributed solely to Special General Partner);
      and (C) rights (the “ **Rights** ”)
      set
      forth in that certain Mack-Cali Rights, Obligations and Option Agreement, dated
      the date hereof and attached hereto as **Exhibit
      A** ,
      by and
      among the Partnership, the Meadowlands Partnership, Holdings Corp, Special
      General Partner, Baseball Meadowlands Mills/Mack-Cali Limited Partnership,
      ERC
      Meadowlands Mills/Mack-Cali Limited Partnership and the Component Entities
      (the
“**Mack-Cali
      Rights Agreement**”),
      and
      (ii) deliver the Mack-Cali Rights Agreement, as more particularly set forth
      herein (the foregoing, collectively, the**“Redemption
      Consideration”**),
      and at
      Closing, the Meadowlands Partnership shall deliver to MC Partner that certain
      promissory note in the principal amount of $2,500,000 issued and duly executed
      by the Meadowlands Partnership and attached hereto as**Exhibit
      B**(the**“MC
      Note”**);











**WHEREAS** ,
      in
      connection with the foregoing transactions, the following actions will be
      effected: (i) the name of A-B Office LP will be changed to “A-B Office
      Meadowlands Mack-Cali Limited Partnership”; (ii) the name of C-D Office LP will
      be changed to “C-D Office Meadowlands Mack-Cali Limited Partnership”; and (iii)
      the name of Hotel LP will be changed to “Hotel Meadowlands Mack-Cali Limited
      Partnership”; and




**WHEREAS** ,
      effective at the time of, and as a result of, the Redemption, (i) the Redeemed
      Partners’ interests in the Partnership and all of their rights under the
      Partnership Agreement (as defined below), including their rights to the profits,
      losses and capital of the Partnership are fully extinguished and liquidated,
      (ii) in connection therewith the Section 704(b) capital account of each Redeemed
      Partner is being reduced to zero, and (iii) the Redeemed Partners shall no
      longer be partners of the Partnership for any purpose.




**NOW,
      THEREFORE** ,
      in
      consideration of the mutual covenants and agreements hereinafter set forth,
      and
      other good and valuable consideration, the mutual receipt and legal sufficiency
      of which are hereby acknowledged, the parties hereto, intending to be legally
      bound, hereby agree as follows:




Section
      1.  Definitions . 
      As used in this Agreement, the following capitalized terms shall have the
      meaning ascribed to them below:




“ **A-B
      Office LP** ”
has
      the
      meaning set forth in the Recitals.




“ **A-B
      Office Partnership Agreement** ”
shall
      mean the Amended and Restated Limited Partnership Agreement of A-B Office LP,
      attached hereto as **Exhibit
      C** .




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




2


“ **Agreement** ”
shall
      have the meaning set forth in the Preamble.




“ **Amended
      and Restated Partnership Agreement** ”
shall
      mean the Amended and Restated Partnership Agreement of Meadowlands Developer
      Limited Partnership attached hereto as **Exhibit
      D** .




“ **Business
      Day** ”
shall
      mean any day other than Saturday, Sunday or any day observed as a public holiday
      by the federal government or the State of New York.




“ **Cash
      Consideration** ”
shall
      have the meaning set forth in the Recitals.




“ **C-B
      Office LP** ”
has
      the
      meaning set forth in the Recitals.




“ **C-D
      Office Partnership Agreement** ”
shall
      mean the Amended and Restated Limited Partnership Agreement of C-D Office LP,
      attached hereto as **Exhibit
      E** .




“ **Closing** ”
shall
      have the meaning set forth in Section 3.




“ **Closing
      Date** ”
shall
      have the meaning set forth in Section 3.




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




“ **Collateral
      Source** ”
has
      the
      meaning set forth in Section 9.5.




“ **Component
      Entity** ”
or
      “ **Component
      Entities** ”
shall
      have the meaning set forth in the Recitals.




“ **Component
      LP Agreements** ”
shall
      mean the A-B Office Partnership Agreement, the C-D Office Partnership Agreement
      and the Hotel Partnership Agreement.




“ **Conveyance
      Taxes** ”
shall
      mean any sales, use, excise, bulk sales, registration, documentary, value added,
      recordation, realty transfer, transfer, stamp, stock transfer, real property
      transfer, lease or gains and similar fees and taxes.




“ **Distributed
      Rights** ”
has
      the
      meaning set forth in Section 12.3.




“ **ERC
      LP** ”
shall
      mean the ERC Meadowlands Mills/Mack-Cali Limited Partnership, a Delaware limited
      partnership.




**“Final
      Income Tax Return” or “Final Income Tax Returns”** shall
      have the meaning set forth in Section 12.1.




“ **Governmental
      or Regulatory Authority** ”
shall
      mean any instrumentality, subdivision, court, administrative agency, commission,
      official, court or other authority of the United States or any other country
      or
      any state, province, prefect, municipality, locality or other government or
      political subdivision thereof, or any quasi-governmental or private body
      exercising any regulatory, Tax (including, without limitation, the Internal
      Revenue Service), judicial, importing or other governmental or
      quasi-governmental authority or applicable stock exchange or trading
      market.




3


“ **Holdings
      Corp** ”
shall
      have the meaning set forth in the Preamble.




“ **Hotel
      LP** ”
has
      the
      meaning set forth in the Recitals.




“ **Hotel
      Partnership Agreement** ”
shall
      mean the Amended and Restated Limited Partnership Agreement of Hotel LP,
      attached hereto as **Exhibit
      F** .




“ **Indemnified
      Conveyance Taxes** ” **** shall
      have the meaning in Section 11.




“ **Indemnified
      MC Partnership Obligations** ”
shall
      mean: (a) any and all past, present or future Obligations of the Partnership
      and
      any of its Affiliates or Subsidiaries (and any of their respective executors,
      administrators, successors and assigns) in which any of them previously had
      (or
      which may have arisen), or now or may hereafter have (or arise) in respect
      of,
      under, or relating to the Project (or any portion or aspect thereof or any
      transaction or activity undertaken in respect thereof) and, otherwise, under
      any
      of the Transaction Documents, Related Documents and any other contract,
      agreement or arrangement (whether oral or written) pertaining to or in respect
      of the Project, other than those costs and expenses expressly imposed upon
      a
      Redeemed Partner hereunder or in any Related Documents; and (b) any and all
      Indemnified Conveyance Taxes but, in any event, excluding any and all acts
      or
      omissions by the Redeemed Partners or any of their respective Affiliates with
      respect to the Project from the date hereof.




“ **Indemnity
      Notice** ” **** shall
      have the meaning set forth in Section 9.4.




“ **Initial
      Response Period** ”
shall
      have the meaning set forth in Section 9.4.




“ **Laws** ”
shall
      have the meaning set forth in Section 6.1(c) .




“ **License
      Agreement** ”
shall
      mean the Trademark License Agreement by and among the Partnership, the Component
      Entities and other signatories thereto, attached hereto as **Exhibit
      G** .




“ **Losses** ”
has
      the
      meaning set forth in Section 9.5.




“ **Mack-Cali
      Rights Agreement** ”
shall
      have the meaning set forth in the Recitals.




“ **MC
      Indemnified Party** ”
and
      “ **MC
      Indemnified Parties** ”
shall
      have the meaning set forth in Section 9.3.




“ **MC
      Note** ”
shall
      have the meaning set forth in the Recitals.




“ **MC
      Obligation Claim** ”
has
      the
      meaning set forth in Section 9.4.




“ **MC
      Partner** ”
shall
      have the meaning set forth in the Preamble.




“ **MC
      Partner Assignment** ”
shall
      mean the Assignment and Assumption of Partnership Interest by and between the
      Partnership and the MC Partner, attached hereto as **Exhibit
      H** ,
      pursuant to which MC Partner assigns all of its right, title and interest in
      the
      MC Partner Redeemed Interests.




“ **MC
      Partner Redeemed Interest** ”
shall
      have the meaning set forth in the Recitals.




4


“ **MC
      Released Party** ”
and
      “ **MC
      Released Parties** ”
shall
      have the meaning set forth in Section 9.2.




“ **Meadowlands
      Partnership** ”
shall
      have the meaning set forth in the Preamble.




“ **Memorandum** ”
shall
      mean the Memorandum of the Mack-Cali Rights Agreement for recordation in the
      New
      Jersey Land Records, attached hereto as **Exhibit
      I** .




“ **Non-MC
      Releasing Party** ”
and **“Non-MC
      Releasing Parties”** has the
      meaning set forth in Section 9.2.




“ **Obligations** ”
shall
      mean any and all financial and non-financial duties, liabilities and obligations
      (including, without limitation, Taxes), whether imposed by or under applicable
      law (and/or any Laws), contract (whether written or oral) (including, without
      limitation, under the Original Partnership Agreement and any of the Transaction
      Documents), covenant or otherwise.




“ **OFAC** ” **** shall
      have the meaning set forth in Section 6.1(d).




“ **Order** ”
shall
      mean any judgment, order, injunction, decree, writ, permit or license (whether
      temporary or permanent) of any Governmental or Regulatory Authority or any
      arbitrator.




“ **Original
      Partnership** ”
shall
      have the meaning set forth in the Preamble.




“ **Original
      Partnership Agreement** ”
shall
      mean that Limited Partnership Agreement of the Original Partnership, dated
      November 25, 2003, as amended by that certain First Amendment to Limited
      Partnership Agreement of the Original Partnership, dated June 30,
      2005.




“ **Partnership** ”
shall
      have the meaning set forth in the Preamble.




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




“ **Pre-Closing
      Income Tax Return** ” **** or
      “ **Pre-Closing
      Income Tax Returns** ”
shall
      have the meaning set forth in Section 12.1.




“ **Proceeding** ”
shall
      have the meaning set forth in Section 12.1.




**“Project”** shall
      have the meaning specified in the Mack-Cali Rights Agreement.




“ **Redeemed
      Interests** ”
shall
      have the meaning set forth in the Recitals.




“ **Redeemed
      Partner Proceeding** ”
shall
      have the meaning set forth in Section 12.1.




“ **Redeemed
      Partners’ Knowledge** ”
means
      the actual knowledge of Mitchell E. Hersh, Roger W. Thomas, Esq. and Barry
      Lefkowitz only, without an obligation to investigate or inquire and without
      being imputed with the knowledge of any other Person.




5


“ **Redeemed
      Partners** ”
shall
      have the meaning set forth in the Preamble.




“ **Redeemed
      Partners’ Representatives** ”
shall
      have the meaning set forth in Section **Error!
      Reference source not found.** .




“ **Redemption** ”
shall
      have the meaning set forth in the Recitals.




“ **Redemption
      Consideration** ”
shall
      have the meaning set forth in the Recitals.




“ **Related
      Documents** ”
shall
      mean the Memorandum, the MC Partner Assignment, the SGP Assignment, the Special
      Interests Assignment Agreement, the Mack-Cali Rights Agreement, the A-B Office
      Partnership Agreement, the C-D Office Partnership Agreement, the Hotel
      Partnership Agreement and the MC Note.




“ **Released
      MC Obligations** ”
shall
      mean any and all of the Obligations of the Redeemed Partners (and each of them)
      and their Affiliates and Subsidiaries (and any of their respective executors,
      administrators, successors and assigns) to the Partnership, the Remaining
      Partners (and to each of them) and their respective Affiliates and Subsidiaries
      (and any of their respective executors, administrators, successors and assigns)
      with respect to and/or under: (i) the Project (or any component, portion or
      aspect thereof or any transaction or activity undertaken in respect thereof);
      and (ii) the Original Partnership Agreement, any of the Transaction Documents
      and any other contract, agreement or arrangement (whether written or oral)
      related or pertaining to the Project (or any component, portion or aspect
      thereof or any transaction or activity undertaken in respect thereof), in each
      case which arose (or may have arisen) or existed (or may have existed) on and
      as
      of, or prior to, the date hereof, but not as to any such Obligations arising
      following the date hereof (including, without limitation, under this Agreement
      or any of the Related Documents).




“ **Remaining
      Partners** ”
shall
      have the meaning set forth in the Preamble.




“ **Remaining
      Partner’s Knowledge** ”
means
      the actual knowledge of Dan Haggarty only, without an obligation to investigate
      or inquire and without being imputed with the knowledge of any other
      Person.




“ **Rights** ”
shall
      have the meaning set forth in the Recitals.




“ **SGP
      Partner Assignment** ”
shall
      mean the Assignment and Assumption of Partnership Interest by and between the
      Partnership and the Special General Partner, attached hereto as **Exhibit
      J** ,
      pursuant to which the Special General Partner assigns all of its right, title
      and interest in the SGP Redeemed Interests.




“ **SGP
      Redeemed Interest** ”
shall
      have the meaning set forth in the Recitals.




“ **Special
      General Partner** ”
shall
      have the meaning set forth in the Preamble.




“ **Special
      Interests** ”
shall
      have the meaning set forth in the Recitals.




6


“ **Special
      Interests Assignment Agreement** ”
shall
      mean that the Assignment and Assumption Agreement by and between the Partnership
      and the Special General Partner, attached hereto as **Exhibit
      K** ,
      pursuant to which the Partnership assigns the Special Interests to the Special
      General Partner in connection with the Redemption.




“ **Subject
      Person** ”
has
      the
      meaning set forth in Section 1 in the defined term “Affiliate”.





“ **Subsidiary** ”
shall
      mean, with respect to any Person, (i) any corporation more than 50% of whose
      stock of any class or classes having by the terms thereof ordinary voting power
      to elect a majority of the directors of such corporation (irrespective of
      whether or not at the time stock of any class or classes of such corporation
      shall have or might have voting power by reason of the happening of any
      contingency) is owned by such Person directly or indirectly through one or
      more
      subsidiaries of such Person and (ii) any partnership, limited liability company,
      association, joint venture or other entity in which such Person directly or
      indirectly through one or more subsidiaries of such Person has more than a
      50%
      equity interest.


“ **Tax** ”
or
      “ **Taxes** ”
shall
      mean any or all federal, state, county, local, foreign and other taxes, duties
      or fees of any kind whatsoever (including, without limitation, income, profits,
      premium, estimated, excise, sales, use, occupancy, gross receipts, franchise,
      ad
      valorem, severance, capital levy, production, transfer, license, stamp,
      environmental, withholding, employment, unemployment compensation, payroll
      related and property taxes, import duties and other governmental charges or
      assessments, payments in lieu of taxes, as well as Conveyance Taxes), whether
      or
      not measured in whole or in part by net income, and including deficiencies,
      interest, additions to tax or interest, and penalties with respect
      thereto.




“ **Tax
      Return** ” **or** “ **Tax
      Returns** ”
shall
      mean any and all returns, statements, reports, forms (including, without
      limitation, any elections, declarations, claims for refund, information
      returns), and any and all attachments and schedules thereto, required to be
      filed in respect of any Taxes or otherwise to any Governmental or Regulatory
      Authority responsible for, or which administers, Taxes.




“ **Transaction
      Documents** ” **** shall
      have the meaning specified in the Mack-Cali Rights Agreement.




Section
      2.  Redemption.


2.1  At
      the
      Closing, (a) MC Partner hereby retires, assigns and transfers to the Partnership
      its entire MC Partner Redeemed Interest, which interest is free and clear of
      any
      and all liens and other encumbrances, and hereby withdraws from the Partnership
      as of the Closing; and (b) the Special General Partner hereby retires, assigns
      and transfers to the Partnership its entire SGP Redeemed Interest, which
      interest is free and clear of any and all liens and other encumbrances, and
      hereby withdraws from the Partnership as of the Closing.




2.2  In
      consideration for the retirement and redemption of the Redeemed Interest, the
      Partnership agrees to deliver and distribute to the Redeemed Partners the
      Redemption Consideration free and clear of any and all liens and encumbrances,
      as more particularly set forth in Section 4.1 herein.






7




Section
      3. Closing. The
      closing of the Redemption and the consummation of the transactions contemplated
      under this Agreement (the “ **Closing** ”)
      shall
      take place at the offices of White & Case LLP, 1155 Avenue of the Americas,
      New York, New York, upon the execution of this Agreement and the Related
      Agreements. The date of the Closing is referred to herein as the “ **Closing
      Date** ”.




Section
      4.  Payment
      of Consideration.




4.1  At
      Closing, the Partnership shall distribute (and/or deliver to, as the case may
      be) to the Redeemed Partners the Redemption Consideration, free and clear of
      any
      and all liens and encumbrances, as follows: (i) $22,400,000 of the total Cash
      Consideration to the MC Partner in immediately available funds which shall
      be
      wired to the account designated by the MC Partner and in accordance with the
      wire instructions furnished by MC Partner to the Partnership; (ii) $100,000
      of
      the total Cash Consideration to the Special General Partner in immediately
      available funds which shall be wired to the account designated by the Special
      General Partner and in accordance with the wire instructions furnished by the
      Special General Partner to the Partnership; (iii) the Special Interests shall
      be
      assigned to Special General Partner pursuant to the Special Interests Assignment
      Agreement duly executed by the Partnership and the Special General Partner;
      and
      (iv) the Mack-Cali Rights Agreement, duly executed by all of the parties thereto
      other than the Redeemed Partners, and delivered to the Redeemed Partners. None
      of the Redemption Consideration distributable or deliverable to a Redeemed
      Partner shall be subject to withholding so long as the Redeemed Partner shall
      have furnished to the Partnership the certificate referred to in Section 5.2(f).




4.2  At
      Closing, the Meadowlands Partnership shall separately deliver the MC Note to
      the
      MC Partner.




Section
      5.  Delivery
      of Documents at Closing . 
      The parties hereto shall separately make the following deliveries to the other
      parties hereto at the Closing:




5.1  The
      Partnership is delivering (or causing to be delivered) to the Redeemed Partners
      the following agreements and documents:




(a)  A
      duly
      executed counterpart of the MC Partner Assignment, SGP Partner Assignment and
      Special Interests Assignment Agreement;




(b)  A
      certificate of good standing and/or subsistence for the Partnership, dated
      not
      more than thirty (30) days prior to the Closing Date, issued by the Secretary
      of
      State of the State of Delaware;




(c)  Certified
      copy of a consent duly adopted by the Partnership and the Remaining Partners
      (and/or such other consents and resolutions in accordance with the Partnership
      Agreement and applicable law) expressly authorizing the execution, delivery
      and
      performance of this Agreement and of each of the Related Documents to which
      it
      is a party;













8




(d)  A
      Certificate from the Partnership certifying that (x) the Partnership has
      obtained all required consents that are required to be obtained or made by
      or
      with respect to the Partnership in connection with the Redemption, the
      execution, delivery and performance on the Closing Date of this Agreement and
      the Related Documents by the Partnership and the consummation of the
      transactions contemplated hereby and thereby by the Partnership, which such
      required consents are listed on Schedule 5.1(d) and (y) all required consents
      are in full force and effect;




(e)  A
      Certificate from the Partnership certifying that to the Partnership’s knowledge
      (x) there is no action, suit, investigation or proceeding pending or threatened
      with any Governmental or Regulatory Authority which seeks to enjoin, restrain
      or
      prohibit or materially delay any of the transactions contemplated by the
      Agreement or any of the Related Documents and (y) no Governmental or Regulatory
      Authority of competent jurisdiction has, on or prior to the Closing Date,
      enacted, issued, promulgated, enforced or entered any Order which is in effect
      and prohibits or materially restricts or materially adversely affects the
      consummation of the transactions contemplated by this Agreement and the Related
      Documents;




(f)  Duly
      executed counterparts of the Component LP Agreements other than by the Special
      General Partner;




(g)  A
      fully
      executed License Agreement;




(h)  Counterpart(s)
      of the Mack-Cali Rights Agreement, duly executed by all parties thereto other
      than the Redeemed Partners;




(i)  Duly
      executed counterparts of the Memorandum other than by the Redeemed Partners;
      and




(j)  Such
      other consents, resolutions, releases, documents and instruments as may be
      reasonably required, or requested by any Redeemed Partner, to effectuate the
      terms of this Agreement and to comply with the terms hereof.




5.2  Each
      of
      the Redeemed Partners is delivering (or causing to be delivered) to the
      Partnership the following agreements:




(a)  A
      duly
      executed counterpart of the MC Partner Assignment, SGP Assignment and Special
      Interests Assignment Agreement;




(b)  A
      certificate of good standing and/or subsistence for each of the Redeemed
      Partners, dated not more than thirty (30) days prior to the Closing Date, issued
      by the Secretary of State of the State of New Jersey;




(c)  A
      certified copy of a consent for each Redeemed Partner duly adopted by such
      Redeemed Partner expressly authorizing the execution, delivery and performance
      of this Agreement and the Related Documents to which it is a party;




(d)  A
      Certificate from each Redeemed Partner certifying that (x) such Redeemed Partner
      has obtained all required consents that are required to be obtained or made
      by
      or with respect to such Redeemed Partner in connection with the Redemption,
      the
      execution, delivery and performance on the Closing Date of this Agreement and
      the Related Documents by such Redeemed Partner and the consummation of the
      transactions contemplated hereby and thereby by such Redeemed Partner, which
      such required consents are listed on Schedule 5.2(d) and (y) all required
      consents are in full force and effect;






9






(e)  A
      Certificate from each of the member(s) of each of the Redeemed Partners
      certifying that to such Redeemed Partner’s Knowledge (x) there is no action,
      suit, investigation or proceeding pending or threatened with any Governmental
      or
      Regulatory Authority which seeks to enjoin, restrain or prohibit or materially
      delay any of the transactions contemplated by any of this Agreement and the
      Related Documents and (y) no Governmental or Regulatory Authority of competent
      jurisdiction has, on or prior to the Closing Date, enacted, issued, promulgated,
      enforced or entered any Order which is in effect and prohibits or materially
      restricts or materially adversely affects the consummation of the transactions
      contemplated by this Agreement and the Related Documents;




(f)  A
      certificate from each Redeemed Partner, duly executed by such Redeemed Partner,
      in the form prescribed by Treasury Regulations Section 1.1445-2(b)(2) to the
      effect that it is not a “foreign person” as that term is defined in Section
      1445(f)(3) of the Code, in order to avoid the imposition of the withholding
      tax
      payment pursuant to Section 1445 of the Code;




(g)  Such
      other consents, resolutions, releases, documents and instruments as may be
      reasonably required or requested by the Partnership to effectuate the terms
      of
      this Agreement and to comply with the terms hereof;




(h)  Duly
      executed counterparts of the Mack-Cali Rights Agreement;




(i)  Duly
      executed counterparts of the Component LP Agreements; and




(j)  Duly
      executed counterparts of the Memorandum other than by the Partnership and the
      Remaining Partner.




5.3  Meadowlands
      Partnership is delivering to the Redeemed Partners a fully executed copy of
      the
      Amended and Restated Partnership Agreement.




Section 6.  Representations,
      Warranties and Covenants .


6.1  Each
      of
      the Partnership and each Remaining Partner hereby represents, warrants and
      covenants to the Redeemed Partners (and each Redeemed Partner) as
      follows:




(a)  The
      Partnership is a duly formed and validly existing limited partnership organized
      and in good standing under the laws of the State of Delaware.




(b)  Each
      of
      the Partnership and the Remaining Partners has the full legal right, power
      and
      authority to execute and deliver this Agreement and the Related Documents to
      which it is a party, to consummate the transactions contemplated hereby and
      thereby and to perform its obligations hereunder and under the Related Documents
      to which it is a party.






10






(c)  The
      Partnership has record and beneficial ownership of and good and valid title
      to
      the Redemption Consideration and such ownership and title are free and clear
      of
      any and all liens, pledges, encumbrances, claims, charges, equities, agreements,
      rights, options or restrictions of any kind, nature or description whatsoever.




(d)  Neither
      the Partnership nor any Remaining Partner is, or shall become, a Person with
      whom either Redeemed Partner is restricted from doing business with under
      regulations of the Office of Foreign Asset Control (“ **OFAC** ”)
      of the
      Department of the Treasury (including, but not limited to, those named on OFAC’s
      Specially Designated and Blocked Persons list) or under any statute, executive
      order (including, but not limited to, Executive Order 13224 Blocking Property
      and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or
      Support Terrorism), or other governmental action and is not and shall not engage
      in any dealings or transactions or be otherwise associated with such
      Persons.




(e)  This
      Agreement and the Related Documents to which they are a party do not and will
      not (I) contravene any judgment, order, decree, writ or injunction issued
      against the Partnership, the Remaining Partners or any of their respective
      Subsidiaries or Affiliates; or (II) violate a material provision of any law
      or
      governmental ordinance, rule, regulation, order or requirement (collectively,
      “ **Laws** ”)
      to
      which the Partnership, the Remaining Partners or any of their Subsidiaries
      or
      Affiliates is or will be subject, except such violations as would not have
      or
      would not reasonably be expected to have a material adverse effect on the
      ability of the Partnership and the Remaining Partner to consummate the
      transactions contemplated hereby and under the Related Documents. The
      consummation of the transactions contemplated hereby and under the Related
      Documents will not result in a breach or constitute a default or event of
      default by the Partnership, the Remaining Partners or any of their respective
      Subsidiaries or Affiliates under any agreement to which any of them or any
      of
      their assets are or will be subject or bound (including, without limitation,
      the
      Original Partnership Agreement or Amended and Restated Partnership Agreement)
      and will not result in a violation of any Laws to which the Partnership, the
      Remaining Partners or any of their Subsidiaries or Affiliates is or will be
      subject, except such violations as would not have or would not reasonably
      be  expected
      to have a material adverse effect on the ability of the Partnership and the
      Remaining Partner to consummate the transaction contemplated hereby and under
      the Related Documents.




(f)  No
      representation or warranty by the Partnership or the Remaining Partners in
      this
      Agreement and no statement contained herein or in any document, certificate,
      or
      other writing furnished or to be furnished by the Partnership or the Remaining
      Partners to the Redeemed Partners pursuant to the provisions hereof or in
      connection with the transactions contemplated hereby and under the Related
      Documents contains any untrue statement of material fact or omits to state
      any
      material fact necessary in order to make the statements herein or therein not
      misleading.






11




(g)  There
      are
      no claims of any kind or any actions, suits, proceedings, arbitrations or
      investigations pending or, to the Remaining Partners’ Knowledge, threatened in
      any Governmental or Regulatory Authority or otherwise against the Partnership
      or
      the Remaining Partner, or which would prevent the performance of this Agreement
      or any of the transactions contemplated hereby, or which declare the same
      unlawful or cause the rescission thereof.




(h)  The
      Partnership has no employees.




(i)  A
      duly
      enacted and effective resolution of the New Jersey Sports and Exposition
      Authority approving the transfer of control of the Partnership and related
      “Meadowlands Xanadu” components has been delivered to the Redeemed
      Partners.




(j)  The
      Partnership is duly authorized and has the full authority to grant, or permit
      the exercise of, the rights, benefits, obligations and options set forth in
      the
      Mack-Cali Rights Agreement.




(k)  Neither
      the Partnership nor any Remaining Partner (nor any of their Affiliates or
      Subsidiaries) has taken or omitted to take any action that would adversely
      affect the rights, benefits, obligations and options of either or both of the
      Redeemed Partners (or any of their Affiliates or Subsidiaries) set forth in
      the
      Mack-Cali Rights Agreement.




6.2 Each
      of
      the Redeemed Partners hereby represents and warrants to the Partnership as
      follows:




(a)  Each
      Redeemed Partner has the full legal right, power and authority to execute and
      deliver this Agreement and the Related Documents to which it is a party, to
      consummate the transactions contemplated hereby and thereby, and to perform
      its
      obligations hereunder and under the Related Documents to which it is a
      party.




(b)  This
      Agreement and the Related Documents do not and will not (I) contravene any
      judgment, order, decree, writ or injunction issued against either Redeemed
      Partner or any of its Subsidiaries or Affiliates, or (II) violate a material
      provision of any Law to which such Redeemed Partner is or will be subject,
      except such violations as would not have or would not reasonably be expected
      to
      have a material  adverse
      effect on the ability of such Redeemed Partner to consummate the transactions
      contemplated hereby and under the Related Documents. The transactions
      contemplated hereby and under the Related Documents will not result in a breach
      or constitute a default or event of default by such Redeemed Partner or any
      of
      its Subsidiaries or Affiliates under any agreement to which such Redeemed
      Partner or any of its assets is subject or bound and will not result in a
      violation of any Laws applicable to such Redeemed Partner or any of their
      Subsidiaries or Affiliates is or will be subject, except such violations as
      would not or would not reasonably be expected to have a material adverse effect
      on the ability of such Redeemed Partner to consummate the transactions
      contemplated hereby and the Related Documents if finally determined adversely
      to
      such Redeemed Partner.






12






(c)  Such
      Redeemed Partner has record and beneficial ownership of and good and valid
      title
      to its respective Redeemed Interests and such ownership and title are free
      and
      clear of any and all liens, pledges, encumbrances, claims, charges, equities,
      agreements, rights, options or restrictions of any kind, nature or description
      whatsoever.




(d)  Such
      Redeemed Partner is not, or shall not become, a Person with whom either Redeemed
      Partner is restricted from doing business under regulations of OFAC (including,
      but not limited to, those named on OFAC’s Specially Designated and Blocked
      Persons list) or under any statute, executive order (including, but not limited
      to, Executive Order 13224 Blocking Property and Prohibiting Transactions With
      Persons Who Commit, Threaten to Commit, or Support Terrorism), or other
      governmental action and is not and shall not engage in any dealings or
      transactions or be otherwise associated with such Persons .




(e)  No
      representation or warranty by any Redeemed Partner in this Agreement and no
      statement contained herein or in any document, certificate, or other writing
      furnished or to be furnished by the Redeemed Partners to the Partnership
      pursuant to the provisions hereof or in connection with the transactions
      contemplated hereby and the Related Documents contains any untrue statement
      of
      material fact or omits to state any material fact necessary in order to make
      the
      statements herein or therein not misleading.




(f)  There
      are
      no claims of any kind or any actions, suits, proceedings, arbitrations or
      investigations pending or, to such Redeemed Partner’s Knowledge, threatened by
      any Governmental or Regulatory Authority or otherwise against such Redeemed
      Partner, or which would prevent the performance of this Agreement or any of
      the
      transactions contemplated hereby, or which declare the same unlawful or cause
      the rescission thereof.




(g)  None
      of
      the assets and properties of such Redeemed Partner and of its Subsidiaries
      and
      Affiliates are currently being used by the Partnership or any of its
      Subsidiaries, including by ERC LP;




provided , however ,
      that
      none of the Redeemed Partners (nor any of their Affiliates or Subsidiaries)
      shall have any liability to the Partnership or any Remaining Partner (or any
      of
      their Affiliates or Subsidiaries) with respect to any of the foregoing
      representations or warranties in this Section 6.2 if, prior to the Closing,
      the
      foregoing representations and warranties in this Section 6.2 are, to the
      Remaining Partner’s Knowledge, inaccurate in any material respect.




13






6.3 After
      the
      Closing, at the request of any party hereto, and without further conditions
      or
      consideration, each party hereto shall execute and deliver from time to time
      such other instruments, documents, agreements and/or take such other actions
      as
      another party hereto may reasonably request, including, but not limited to,
      providing access to such party and its respective officers, directors,
      employees, agents, representative, accountants and counsel to books and records
      at reasonable times upon reasonable prior written notice, providing copies
      of
      any relevant Tax Returns and financial statements and other financial
      information (together with any supporting schedules and documentation) and
      making employees available on a mutually convenient basis to provide additional
      information and explanation of any material provided hereunder with respect
      to
      this Agreement and any of the transactions undertaken pursuant hereto (and
      the
      financial reporting of) and/or otherwise in connection with any Proceeding
      (including, without limitation, any Redeemed Partner Proceeding); provided , however ,
      that
      any such access or furnishing of information shall be conducted at the
      requesting party’s sole expense, during normal business hours, under the
      supervision of the personnel of the other parties hereto, as the case may be,
      and in such a manner as not to interfere with the normal operations of such
      other party or its Affiliates.




6.4  The
      representations, warranties and covenants made herein shall survive the Closing
      for a period of twelve (12) months following the Closing Date; provided , however ,
      that
      the representations and warranties contained in Sections 6.1(a), (b), (c) and
      (j) and in Sections 6.2(a), (b) and (c) (and the proviso to Section 6.2) hereof
      shall survive indefinitely.




Section
      7.  Remedies . 
      If any party hereto shall be in default of or breach any of its respective
      obligations hereunder, then the other parties hereto shall have such rights
      or
      remedies available at law and/or in equity, including, without limitation,
      the
      right of specific performance.




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




If
      to the
      Partnership or the Remaining Partner, to:




c/o
      Colony Xanadu, LLC


660
      Madison Avenue,
      Suite 1600


New
      York, NY
      10021


Attn:
      Richard
      Saltzman


Telephone:
      (212)
      832-0500


Fax:
      (212)
      593-5433




and




c/o Colony Xanadu, LLC


1999 Avenue of the Stars, Suite 1200


Los Angeles, CA 90067


Attn: Joy Mallory


Telephone: (310) 282-8820


Fax: (310)
      282-8808






14






With
      copy
      to (which shall not constitute a notice):




White
&
Case
      LLP


1155
      Avenue of the
      Americas


New
      York, New York
      10036


Attn:
      John Reiss,
      Esq.


Attn:
      Steven
      Teichman, Esq.


Telephone:
      (212)
      819-8200


Fax:
      (212)
      354-8113




If
      to any
      of the Redeemed Partners, as follows:




c/o
      Mack-Cali Realty
      Corporation


P.O.
      Box
      7817


Edison,
      New Jersey
      08818-7817


Attention:
      Mitchell
      E. Hersh, President and Chief Executive Officer


Facsimile:
      (732)
      205-9040




and




c/o
      Mack-Cali Realty
      Corporation


P.O.
      Box
      7817


Edison,
      New Jersey
      08818-7817


Attention:
      Roger W.
      Thomas, Executive Vice President


and General Counsel


Facsimile:
      (732)
      205-9015




For
      courier or overnight delivery to the Redeemed Partners:




c/o
      Mack-Cali Realty
      Corporation


343
      Thornall
      Street


Edison,
      NJ
      08837-2206





With
      copy
      to (which shall not constitute a notice):




Seyfarth
      Shaw
      LLP


1270
      Avenue of the
      Americas


Suite
      2500


New
      York, New York
      10020-1801


Attention:
      John P.
      Napoli, Esq.


Facsimile:
      (212)
      218-5527






15






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




Section
      9.  No
      Continuing Liability, Release and Indemnity.




9.1  Subject
      to and except as otherwise provided in the other provisions of this Section
      9
      and elsewhere hereunder, upon the occurrence of the Closing and the Redeemed
      Partners’ receipt of the Redemption Consideration and the MC Note, (a) the
      Redeemed Partners shall have no further right, title, or interest in the
      Partnership or in the assets of the Partnership and shall have no further right
      to distributions from the Partnership; and (b) no party shall have any further
      obligations or liability to the other parties hereto for the payment of any
      compensation, fees or other consideration arising out of the Redeemed
      Interests.




9.2  In
      consideration of the covenants and agreements contained in this Agreement and
      the Related Documents and other good and valuable consideration, the sufficiency
      of which is hereby agreed upon by and among the parties, the Remaining Partners
      (and each of them) and the Partnership irrevocably and unconditionally waives,
      releases and forever discharges and agrees not to sue (or assist or encourage
      any other Person to sue) for themselves and their respective Affiliates and
      Subsidiaries, and any of their direct and indirect shareholders, partners,
      members, directors, officers, agents and employees, and any of their respective
      heirs, executors, administrators, successors and assigns (each, a “ **Non-MC
      Releasing Party** ”
and,
      collectively, the **“Non-MC
      Releasing Parties”** ),
      the
      Redeemed Partners (and any of them) and their respective Affiliates and
      Subsidiaries, and any of their direct and indirect shareholders, partners,
      members, directors, officers, agents and employees, and any of their respective
      heirs, executors, administrators, successors and assigns (each, a **“MC
      Released Party”** and,
      collectively, the **“MC
      Released Parties”** ),
      from
      and with respect to any and all of the Released MC Obligations. The foregoing
      release is intended by the Remaining Partners (and each of them) and the
      Partnership to be as broad as the Laws allow and is intended specifically
      to




9.3  be
      a
      compromise and release generally of all Released MC Obligations. Each of the
      Remaining Partners and the Partnership hereby represents, warrants and covenants
      to the Redeemed Partners that none of them nor any of the other Non-MC Releasing
      Parties have assigned or transferred any interest in any of the Released MC
      Obligations. No Non-MC Releasing Party shall make any claim or demand or
      commence any action asserting any claim or demand against any MC Released Party,
      with respect to any Released MC Obligations.  The
      Partnership shall indemnify, defend and hold harmless the Redeemed Partners
      and
      their Affiliates and Subsidiaries and any of their direct and indirect
      shareholders, partners, members, directors, officers, agents and employees,
      and
      any of their respective heirs, executors, administrators, successors and assigns
      (each, a “ **MC
      Indemnified Party** ”
and
      collective, the “ **MC
      Indemnified Parties** ”)
      from
      and against any and all Losses of the MC Indemnified Parties (or any one or
      more
      of them) to the extent arising out of or resulting from any Indemnified MC
      Partnership Obligation; provided , however ,
      that
      the Partnership shall not be obligated to indemnify any MC Indemnified Party
      to
      the extent the MC Obligation Claim (i) arises out of any criminal proceeding,
      action, indictment, allegation, conduct or investigation of such MC Indemnified
      Party (but only if same results in a conviction of, or plea of nolo contendre
      to, a misdemeanor or felony), or (ii) arises from an act which constitutes
      fraud, bad faith, willful misconduct or gross negligence by the MC Indemnified
      Party.






16




9.4  If
      a
      claim is made against any MC Indemnified Party, and the Person bringing such
      claim intends to seek recourse with respect to an Indemnified MC Partnership
      Obligation, such MC Indemnified Party shall, upon learning or being apprised
      of
      same, promptly notify (the **“Indemnity
      Notice”** )
      the
      Partnership in writing of such claim (the “ **MC
      Obligation Claim** ”)
      describing in reasonable detail, to the extent then known, the facts and
      circumstances with respect to the subject matter of such claim. No delay in
      giving, or failure to give such notice by the MC Indemnified Party to the
      Partnership will adversely affect the rights or remedies of the MC Indemnified
      Party under this Agreement or will alter or relieve the Partnership of its
      obligation to indemnify the MC Indemnified Party except that, if the MC
      Indemnified Party shall have failed to so promptly furnish the Indemnity Notice,
      to the extent that the resulting delay or failure has prejudiced the rights
      of
      the Partnership hereunder (and only to such extent). The Partnership shall
      have
      thirty (30) days after receipt of such Indemnity Notice (but, provided that
      the
      MC Indemnified Party shall have so promptly furnished the Indemnity Notice
      to
      the Partnership, in no event less than ten (10) days prior to the date that
      a
      response or action needs to be taken or made in respect of such claim
      ( **“Initial
      Response Period”** )
      to
      assume the conduct and control, through counsel reasonably acceptable to the
      MC
      Indemnified Party, at the expense of the Partnership in accordance with Section
      9.8, of the settlement or defense thereof and the MC Indemnified Party shall
      cooperate (at the expense of the Partnership) with the Partnership in connection
      therewith; provided ,
      that
      the Partnership shall permit the MC Indemnified Party to participate in such
      settlement or defense through counsel chosen by such MC Indemnified Party (and
      at its expense); provided , further , however ,
      that
      the Partnership shall not be entitled to assume control of such defense and
      shall pay the fees and expenses of counsel retained by the MC Indemnified Party
      if (i) the MC Indemnified Party has been advised in writing by counsel that
      a
      reasonable likelihood exists of a conflict of interest between the MC
      Indemnified Party and the Partnership (or any of its Affiliates or
      Subsidiaries); (ii) the MC Obligation Claim seeks an injunction or equitable
      relief against the MC Indemnified Party; (iii) upon petition by the MC
      Indemnified Party, the appropriate court rules that the  Partnership
      failed or is failing to defend such claim in good faith; or (iv) the Partnership
      shall have failed, within the Initial Response Period after having been promptly
      notified by the MC Indemnified Party, upon the MC Indemnified Party learning
      or
      being apprised of same, of the existence of such claim to assume the defense
      of
      such claim. Any MC Indemnified Party shall have the right to employ separate
      counsel in any MC Obligation Claim and to participate in the defense thereof
      (and the Partnership shall cooperate with such separate counsel and keep such
      separate counsel fully and reasonably practicable contemporaneously informed
      of,
      and provide to such separate counsel copies of, all relevant correspondence
      and
      documentation related thereto), but the fees and expenses of such counsel shall
      not be at the expense of the Partnership except as provided in the preceding
      sentence. So long as the Partnership is diligently contesting any MC Obligation
      Claim whose defense it has assumed in good faith, the MC Indemnified Party
      shall
      not pay or settle any such claim without the consent of the Partnership.
      Notwithstanding the foregoing, the MC Indemnified Party shall have the right
      to
      pay or settle any such MC Obligation Claim so long as (i) the relief obtained
      by
      the MC Indemnified Party does not negatively affect the Partnership (and, for
      this purpose, the relief will not be considered to negatively affect the
      Partnership if such relief requires the payment of an amount that is less than
      the amount of the claim being paid or settled), (ii) the settlement does not
      require or involve an admission of any guilt, liability or wrongdoing of any
      kind by the Partnership or any of its Affiliates and (iii) such relief includes
      as an unconditional term thereof the giving by the Person or Persons asserting
      such claim to all MC Indemnified Parties in respect of such MC Obligation Claim
      of an unconditional release from all Losses with respect to such claim or
      consent to entry of any judgment (a “ **Permitted
      Settlement** ”); provided , however ,
      that in
      such event, the MC Indemnified Party shall waive any right to indemnity therefor
      by the Partnership for such claim unless the Partnership shall have consented
      to
      such payment or settlement (other than in the case of a Permitted Settlement
      where the Partnership shall be deemed to have consented to such settlement).
      If
      the Partnership does not notify the MC Indemnified Party within the Initial
      Notice Period after the receipt of the MC Indemnified Party’s notice of a MC
      Obligation Claim that it elects to undertake the defense thereof, or having
      undertaken to defend such MC Obligation Claim, does not diligently defend such
      MC Obligation Claim in good faith, the MC Indemnified Party shall have the
      right
      to defend or contest (or fail to defend or contest), settle or compromise the
      claim, but shall not thereby waive or in any way diminish or lessen any right
      to
      indemnity therefor pursuant to this Agreement. The Partnership shall not consent
      to entry of any judgment or enter into any settlement of any MC Obligation
      Claim
      whose defense it has assumed without the consent of the MC Indemnified Party
      unless (i) the relief consists primarily of the payment of money, (ii) if the
      judgment or settlement is entirely indemnifiable by the Partnership pursuant
      to
      this Section 9, (iii) the judgment or settlement includes as an unconditional
      term thereof the giving by the Person or Persons asserting such claim to all
      MC
      Indemnified Parties of an unconditional release from all Losses with respect
      to
      such claim or consent to entry of any judgment, and (iv) the judgment or
      settlement does not require or involve the admission of any guilt, liability
      or
      wrongdoing of any kind by any MC Indemnified Party.








17






9.5  The
      amount of any and all notices, actions, suits, proceedings, claims of any kind,
      demands, assessments, judgments, losses, liabilities, Obligations, damages,
      costs, Taxes (including, without limitation, any Indemnified Conveyance Taxes
      but excluding, for avoidance of doubt, any Taxes imposed on their allocable
      shares of all Partnership income and gain through the Closing Date), penalties,
      interests and expenses, including reasonable attorneys’  and
      other
      professionals’ fees and expenses (collectively, “ **Losses** ”)
      for
      which indemnification is provided under this Section 9 shall be net of (i)
      any
      amounts actually received by the MC Indemnified Party or any of its Affiliates
      (net of all expenses incurred in connection therewith) pursuant to any
      indemnification by or indemnification agreement with any third party in relation
      to such Losses, and (ii) any insurance proceeds or other cash receipts or
      sources of reimbursement actually received by the MC Indemnified Party or any
      of
      its Affiliates as an offset against such Losses (each Person named in clauses
      (i) and (ii), a “ **Collateral
      Source** ”); provided , however ,
      no MC
      Indemnified Party shall be under any obligation to procure or obtain any such
      indemnification or insurance (or any amount of indemnification or insurance)
      and
      a MC Indemnified Party’s failure to procure or obtain any such indemnification
      or insurance (or any particular amount of indemnification or insurance) shall
      not adversely affect the rights or remedies of the MC Indemnified Party under
      this Agreement or alter or relieve the Partnership of its indemnification
      obligations hereunder. The Partnership may require the MC Indemnified Party
      to
      assign (at the Partnership’s expense) the rights to seek recovery from
      Collateral Sources but only if and to the extent same is assignable; provided , however ,
      that
      the Partnership will then be responsible for pursuing such claim at its own
      expense. If the amount to be netted hereunder in connection with a Collateral
      Source from any payment required under this Section 9 is determined after
      payment by the Partnership, pursuant to Section 9.8, of any amount otherwise
      required to be paid to a MC Indemnified Party under this Section 9, the MC
      Indemnified Party shall repay to the Partnership, promptly after such
      determination, any amount that the Partnership would not have had to pay
      pursuant to this Section 9 had such determination been made at the time of
      such
      payment, and any excess recovery from a Collateral Source shall be deposited
      into escrow to be applied to reduce any future payments to be made by the
      Partnership pursuant to this Section 9.




9.6  The
      Losses hereunder shall not include any incidental damages, consequential
      damages, special damages, damages arising out of business interruption or lost
      profits, damages arising through the application of any statutory multiplier
      to
      any Losses or punitive damages of any kind (other than incidental damages,
      consequential damages, special damages, damages arising out of business
      interruption or lost profits, damages arising through the application of any
      statutory multiplier to any Losses or punitive damages paid by a MC Indemnified
      Party to an independent third Person).




9.7  The
      indemnification provided for in this Section 9 shall be the exclusive remedy
      of
      the MC Indemnified Party with respect to the parties hereto in respect of a
      MC
      Obligation Claim; provided , however ,
      that
      nothing herein shall restrict the ability of any MC Indemnified Party to pursue
      the remedy of specific performance or any other equitable remedy; provided , further ,
      that
      nothing herein shall be deemed to limit or restrict in any manner any rights
      or
      remedies that any party hereto has under this Agreement or any of the Related
      Documents subject to the terms and conditions herein and therein.




9.8  In
      the
      event that the Partnership is required to make any payment under this Section
      9,
      the Partnership shall promptly pay the MC Indemnified Party the amount of such
      indemnity obligation (including, without limitation, in the case where an MC
      Indemnified Party obtains its own counsel and the fees and expenses of said
      counsel are required to be paid by the Partnership, as and when the bills of
      such counsel are received by the MC Indemnified Party and submitted to the
      Partnership for payment). If there should be a dispute as to such amount,
      the  Partnership
      shall nevertheless pay when due such portion, if any, of the obligation not
      subject to dispute.




Section
      10.  Access
      to Information . 
      In order to facilitate the resolution of any claims made against or incurred
      by
      the Redeemed Partners relating to the Partnership, for a period of seven (7)
      years after the Closing or, if shorter, the applicable period specified in
      the
      Partnership’s document retention policy, the Partnership shall (i) retain
      the books and records relating to the Partnership, the Remaining Partners and
      its Affiliates relating to periods prior to the Closing and (ii) upon
      reasonable notice, afford the officers, employees, agents and representatives
      of
      the Redeemed Partners reasonable access (including the right to make, at the
      Partnership’s expense, photocopies), during normal business hours, to such books
      and records; provided , however ,
      that
      the Partnership shall notify the Redeemed Partners at least thirty (30) days
      in
      advance of destroying any such books and records prior to the seventh
      anniversary of the Closing in order to provide the Redeemed Partners the
      opportunity to access such books and records in accordance with this Section
      10.




Section
      11.  Transfer/Conveyance
      Taxes . 
      Any Conveyance Taxes attributable solely to the Redemption shall be paid by
      the
      Redeemed Partners and the Redeemed Partners shall indemnify and hold the
      Remaining Partners (and their Affiliates and subsidiaries) and the Partnership
      harmless from and against such Conveyance Taxes. Notwithstanding the foregoing,
      to the extent that the Restructuring (as defined in the Mack-Cali Rights
      Agreement) (or the transactions contemplated thereby) directly or indirectly
      causes the Redemption to be subject to Conveyance Taxes, the Partnership shall
      be liable for and shall (and the Remaining Partners shall cause the Partnership
      to) timely pay, and shall indemnify and hold the Redeemed Partners (and their
      Affiliates and Subsidiaries) harmless from and against such Conveyance Taxes
      ( **“Indemnified
      Conveyance Taxes”** ).
      The
      parties hereto shall cooperate in the execution and delivery (and to cause
      the
      execution and delivery) of any and all instruments, returns and certificates
      necessary to enable the Partnership, the Remaining Partners and the Redeemed
      Partners to comply with any and all filing requirements.






18




Section
      12.  Tax
      Matters.


12.1  The
      Partnership shall (and the Remaining Partners shall cause the Partnership)
      to
      timely file any income, franchise or similar Tax Returns (any such return,
      a
“ **Final
      Income Tax Return** ”
and,
      collectively, the “ **Final
      Income Tax Returns** ”)
      for or
      in respect of the Partnership’s and any of its Subsidiaries taxable year which
      ends on or prior to, or which includes the Closing Date, and timely pay (or
      cause to be timely paid) any and all Taxes due, owing and payable by the
      Partnership and each of its Subsidiaries (including, without limitation, as
      applicable any and all Taxes due owing and payable by the Partnership and any
      of
      its Subsidiaries arising or resulting on or prior to the Closing, as well as
      any
      other Taxes due, owing and payable by the Partnership and any of its
      Subsidiaries arising or resulting from or in respect of the distribution of
      the
      Redemption Consideration and the transfer of the MC Note on the Closing Date
      (other than Conveyance Taxes which are addressed in Section 11) and will, at
      least fifteen (15) Business Days prior to filing such Final Income Tax Returns,
      provide the  Redeemed
      Partners with a copy of such Final Income Tax Returns for their review and
      comment. The Partnership shall not (and the Remaining Partners shall not cause
      or permit the Partnership to) (i) amend any Final Income Tax Return or Tax
      Return relating to any period ending on or prior to, or which includes, the
      Closing Date (a “ **Pre-Closing
      Income Tax Return** ”)
      or
      (ii) agree to any settlement or compromise with respect to, or termination
      of,
      any Proceeding (as defined below) involving any Final Income Tax Return or
      Pre-Closing Income Tax Return (a **“Pre-Closing
      Proceeding”** ),
      without first providing the Redeemed Partners with advance notice of such
      amendment, or notice of such Pre-Closing Proceeding and reasonable time to
      review and comment on such amendment or Pre-Closing Proceeding; and in no event
      shall the Remaining Partners file (or cause or permit the Partnership or any
      of
      its Subsidiaries to file) any Final Income Tax Return or Pre-Closing Income
      Tax
      Return (or any amended Final Income Tax Return or Pre-Closing Income Tax
      Return), or agree to any settlement or compromise with respect to, or
      termination of, any Pre-Closing Proceeding without the consent of the Redeemed
      Partners, which consent shall not be unreasonably withheld, conditioned or
      delayed .
      The
      Partnership shall (and the Remaining Partners shall cause the Partnership to)
      promptly notify the Redeemed Partners of any proposed claim, demand, assessment
      (including a notice of proposed assessment), deficiency, adjustment,
      re-allocation or other change made to, and/or with respect to, any Final Income
      Tax Return or Pre-Closing Income Tax Return, as well as any notice from any
      Governmental or Regulatory Authority with respect to any current or future
      audit, examination, investigation or other proceeding with respect to Taxes
      for
      any period that includes a Pre-Closing Period (any of the foregoing, a **“Proceeding”** )
      involving: (i) any Final Income Tax Return or Pre-Closing Income Tax Return;
      or
      (ii) any other matter covered which could result in liability for, or otherwise
      materially affect (adversely or otherwise) any Redeemed Partner (or any of
      its
      Affiliates or Subsidiaries) (including, without limitation, under or through
      the
      application of this Agreement) (either (i) or (ii), a **“Redeemed
      Partner Proceeding”** ),
      and
      that in the case of any Redeemed Partner Proceeding, the Partnership shall
      (and
      the Remaining Partners shall cause the Partnership to): (a) keep the Redeemed
      Partners fully and contemporaneously apprised (and in reasonable detail) of
      the
      progress thereof (including, without limitation, promptly providing the Redeemed
      Partners with copies of any and all material correspondence, documents and
      other
      writings received from, and submitted to, the applicable Governmental or
      Regulatory Authority); and (b) shall have afforded the Redeemed Partners with
      the right and reasonable opportunity to review and comment on any and all
      material submissions and shall have considered any such comments in good faith,
      in each case prior to the submitting of such submissions to the applicable
      Governmental or Regulatory Authority.






19






12.2  The
      Partnership shall (and the Remaining Partners shall cause the Partnership to)
      prepare the Final Income Tax Returns and any amended Final Income Tax Returns
      in
      accordance with a “closing of the books” method or, as applicable, “interim
      closing of the books” method under Section 706(d) of the Code and the Treasury
      Regulations thereunder. For the avoidance of doubt, the Redeemed Partners (or
      their Members) remain (i) obligated to properly and completely report their
      allocable shares of Partnership income and/or gain on their respective Tax
      Returns; (ii) exclusively liable to pay tax on their allocable shares of all
      Partnership income and gain (if any) up to and including the Closing Date;
      (iii)
      obligated to properly and completely report any income and/or gain (if any)
      associated with the Redemption and/or any of the transactions contemplated
      to be
      undertaken hereunder or in connection with the Redemption that is realized
      by
      the Redeemed Partners; and (iv) exclusively liable to pay tax (if  any)
      on
      any income and/or gain associated with the Redemption and/or any of the
      transactions contemplated to be undertaken hereunder or in connection with
      the
      Redemption realized by the Redeemed Partners.




12.3  The
      Redeemed Partners represent and believe that the delivery of the Mack-Cali
      Rights Agreement and the distribution of the Rights (the “ **Distributed
      Rights** ”)
      constitute a distribution by the Partnership to the Redeemed Partners of
      property owned by the Partnership with a fair market value (as of the Closing
      of
      the Redemption) of at least $7.5 million.




12.4  The
      parties hereto hereby acknowledge and agree (a) that the distribution by the
      Partnership, and receipt by the Redeemed Partners, of the Redemption
      Consideration in accordance with and subject to the terms and conditions of
      this
      Agreement shall be treated by the parties hereto and reported for Federal income
      Tax purposes as distributions in liquidation of the Redeemed Partners’ entire
      interests in the Partnership subject to the treatment prescribed by Section
      731
      of the Code and the Treasury Regulations thereunder, and also as payments
      described in Section 736(b)(1) (and not as a distributive share or guaranteed
      payment described in Section 736(a) of the Code), (b) based solely on the
      representation contained in Section 12.4, to
      report
      on the Final Income Tax Return that the Distributed Rights have a fair market
      value of $7.5 million and (c) that following the distribution of the Redemption
      Consideration , (i)
      the
      Section 704(b) capital account of each of the Redeemed Partners shall have
      been
      fully liquidated and is zero,(ii) the Redeemed Partners shall have no further
      right, title or interest in any profits, losses, property, distributions, or
      capital of the Partnership, and (iii) the Redeemed Partners shall no longer
      be
      partners in the Partnership for any purpose (including, without limitation,
      for
      any Tax purposes). The parties hereto hereby acknowledge and agree that the
      distribution by the Partnership, and the receipt by the Special General Partner,
      of the Special Interests shall not result in any Redeemed Partner or Affiliate
      or Subsidiary thereof being treated as a “partner” in any Component Entity for
      (and only for) income Tax purposes. The Redeemed Partners acknowledge and agree
      that the Remaining Partners have not independently verified the fair market
      value of the Distributed Rights.






20






Section
      13.  Estoppel . 
      Except as provided in Schedule 13 attached hereto, to the Redeemed Partners’
Knowledge, as of the date hereof, there are no defaults, and there are no
      conditions that exist that would, with the passage of time or the giving of
      notice (or both), constitute a default by any of the Redeemed Partners, under
      the Original Partnership Agreement or with respect to the Released MC
      Obligations. Notwithstanding the foregoing, the parties hereby acknowledge
      and
      agree that a failure by a Redeemed Partner to insist upon the strict performance
      of the obligations of any of the Partnership, the Remaining Partners or any
      of
      their Affiliates or Subsidiaries under the Transaction Documents and Related
      Documents prior to the date hereof shall not be construed as a waiver of any
      future compliance with the terms of the Transaction Documents and Related
      Documents, and the Redeemed Partners do not waive any future compliance with
      the
      obligations and liabilities imposed upon any of the Partnership, the Remaining
      Partners or any of their Affiliates or Subsidiaries under the Transaction
      Documents and Related Documents. Notwithstanding the foregoing, the parties
      further acknowledge and agree that nothing in this Agreement (a) shall be deemed
      or construed as a waiver by the Redeemed Partners of any breach or
      default on the part of the Partnership, the Remaining Partners or any of their
      Affiliates or Subsidiaries under the Transaction Documents or Related Documents,
      or (b) shall in any way affect or be deemed to modify in any respect or impair
      the rights and remedies of the Redeemed Partners or any MC Indemnified Party
      with respect to (i) the indemnification and/or defense obligations of the
      Partnership set forth in this Agreement, any Transaction Documents or any
      Related Documents, including indemnification and/or defense obligations arising
      out of acts, omissions or other matters which have arisen or occurred prior
      to
      the date hereof, or (ii) any default or breach by the Partnership, any of the
      Remaining Partners or any of their Affiliates or Subsidiaries not currently
      known, or obligations of the Partnership, the Remaining Partners or any of
      their
      Affiliates or Subsidiaries to comply with the terms, provisions and requirements
      of the Transaction Documents and Related Documents which are of an ongoing
      or
      continuing nature.




Section
      14.  Public
      Announcements; Confidentiality . 
      Upon the execution of this Agreement, the Redeemed Partners, the Partnership,
      the Remaining Partners and each of their respective Affiliates shall have the
      right to make such public announcements or filings as may be required by (i)
      the
      Securities Act of 1933, as amended, (ii) the Securities Exchange Act of 1934,
      as
      amended, (iii) the rules and listing standards of the New York Stock Exchange,
      Inc., (iv) any other Law of a jurisdiction to which the parties hereto are
      subject, or (v) any oral questions, interrogatories, requests for information,
      subpoena, civil investigative demand, or similar process required by applicable
      Law by any Governmental or Regulatory Authority to which the Redeemed Partners,
      the Partnership or the Remaining Partners are subject. The Redeemed Partners,
      the Partnership and the Remaining Partners also shall have the right to make
      such public announcements or filings as they may deem reasonably prudent, and
      shall be entitled to make such filings or announcements upon advice of counsel
      as may be otherwise be deemed necessary. In this connection, it should be noted
      that the Redeemed Partners have determined that the entry into this Agreement
      will need to be disclosed within four (4) Business Days of its execution on
      a
      Current Report on Form 8-K under Item 1.01 thereof and that the Agreement will
      be filed as an exhibit thereto or be filed as an exhibit to each of the Redeemed
      Partners next following periodic report filed pursuant to the Securities
      Exchange Act of 1934, as amended. Each of the parties hereby agree to provide
      the non-disclosing parties as much advance notice as reasonably possible with
      respect to the nature of such disclosure, cooperate fully as to the timing
      and
      contents of such disclosure and review in good faith the suggestions of the
      other party with respect to the contents of such disclosure.






21




Section
      15.  Miscellaneous . 
      This Agreement shall not be altered, amended, changed, waived, terminated or
      otherwise modified in any respect or particular, and no consent or approval
      required pursuant to this Agreement shall be effective, unless the same shall
      be
      in writing and signed by or on behalf of the party to be affected
      thereby.




15.2  This
      Agreement may not be assigned by any party hereto without the prior consent
      of
      the other parties hereto.




15.3  This
      Agreement shall be binding upon, and shall inure to the benefit of, the parties
      hereto and to their respective heirs, executors, administrators, successors
      and
      permitted assigns.




15.4  All
      prior
      statements, understandings, representations and agreements between and among
      the
      parties hereto, oral or written, are superseded by and merged into this
      Agreement, which alone fully and completely expresses the agreement between
      them
      in connection with this transaction and which is entered into after full
      investigation, no party relying upon any statement, understanding,
      representation or agreement made by any other party not embodied in this
      Agreement. This Agreement shall be given a fair and reasonable construction
      in
      accordance with the intentions of the parties hereto, and without regard to
      or
      aid of canons requiring construction against the party drafting this
      Agreement.




15.5  No
      failure or delay of either party in the exercise of any right or remedy given
      to
      such party hereunder or the waiver by any party of any condition hereunder
      for
      its benefit (unless the time specified herein for exercise of such right or
      remedy has expired) shall constitute a waiver of any other or further right
      or
      remedy nor shall any single or partial exercise of any right or remedy preclude
      other or further exercise thereof or any other right or remedy. No waiver by
      any
      party hereto of any breach hereunder or failure or refusal by any other party
      hereto to comply with its obligations shall be deemed a waiver of any other
      or
      subsequent breach, failure or refusal to so comply.




15.6  The
      provisions of Section 6.3, Section 6.4 and Section 7 through Section 14 shall
      survive the Closing indefinitely.




15.7  Neither
      this Agreement nor any memorandum thereof shall be recorded by either party
      hereto and any attempted recordation hereof shall be void and shall constitute
      a
      default under this Agreement.






22




15.8  This
      Agreement may be executed in one or more counterparts, each of which so executed
      and delivered shall be deemed an original, but all of which taken together
      shall
      constitute but one and the same instrument.




15.9  The
      caption headings in this Agreement are for convenience only and shall not be
      construed to modify, explain or alter any of the terms, covenants or conditions
      herein contained. Any and all schedules and exhibits referenced herein are
      by
      this reference hereby made a part hereof and incorporated herein.




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




15.11  If
      the
      last day of the period prescribed herein for the giving of any notice, election,
      consent, approval, demand, objection or request or the submission of any
      documents by any party hereunder shall fall on a Saturday, Sunday or any day
      observed as a public holiday by  the
      federal government or the State of New York, then such period shall be deemed
      to
      be extended to the immediately following day which is not a Saturday, Sunday
      or
      such public holiday.




15.12  Unless
      otherwise specified herein, for purposes of this Agreement (a) references to
      persons or parties include their permitted successors and assigns; (b)
      references to modifications or amendments shall in all events mean modifications
      and amendments; (c) references to statutes are to be construed as including
      all
      rules and regulations adopted pursuant to the statute referred to and all
      statutory provisions consolidating, amending or replacing the statute referred
      to; (d) references to agreements and other contractual instruments shall be
      deemed to include all subsequent amendments and other modifications thereto
      entered into from time to time after the date hereof; (e) the words “include” or
“including”, and words of similar import, shall be deemed to be followed by the
      words “but not limited to” or “without limitation”; (f) the words “hereto”,
“herein”, “hereof’ and “hereunder”, and words of similar import, refer to this
      Agreement in its entirety; and (g) unless otherwise specified herein, all
      references to Sections are to Sections of this Agreement. Terms defined herein
      may be used in the singular or the plural; when used in the singular and
      preceded by “a”, “an” or “any”, such term shall be taken to indicated one or
      more members of the relevant class; and when used in the plural, such term
      shall
      be taken to indicate all members of the relevant class.




15.13  Subject
      to Sections 9, 11 and Section 12, all costs and expenses incurred in connection
      with this Agreement and the Related Agreements and the transactions contemplated
      hereby and thereby shall be paid by the party hereto incurring such
      expenses.




15.14  If
      any
      provision of this Agreement shall be unenforceable or invalid, the same shall
      not affect the remaining provisions of this Agreement and to this end the
      provisions of this Agreement are intended to be and shall be
      severable.






23




15.15  THE
      PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
      COUNTERCLAIM BROUGHT BY EITHER AGAINST THE OTHER ON ANY MATTER ARISING OUT
      OF OR
      IN ANY WAY CONNECTED WITH THIS AGREEMENT.




15.16  All
      exhibits attached hereto are hereby incorporated herein by reference and made
      a
      part hereof.




15.17  In
      the
      event that any party hereto brings an action or proceeding for a declaration
      of
      the rights of the parties under this Agreement, for injunctive relief, or for
      an
      alleged breach or default of this Agreement, or any other action arising out
      of
      this Agreement or the transactions contemplated hereby, the prevailing party
      in
      any such action shall be entitled to an award of reasonable attorneys’ fees,
      disbursements and any court costs incurred in connection with such action or
      proceeding, in addition to any other damages or relief awarded, regardless
      of
      whether such action proceeds to final judgment.




15.18  No
      agent,
      broker, person, entity, firm, finder or investment banker acting on behalf
      of
      the Partnership or the Redeemed Partners is entitled to any brokerage, finder’s
      or other fee or commission in connection with the transactions contemplated
      by
      this Agreement and  the
      Related Documents based upon arrangements made by or on behalf of the
      Partnership or the Redeemed Partners.




REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK:




SIGNATURE
      PAGE FOLLOWING






24





**IN
      WITNESS WHEREOF** ,
      the
      parties hereto have caused this Agreement to be duly executed and delivered
      all
      on the day and year first above written.








**PARTNERSHIP**:****MEADOWLANDS
                DEVELOPER LIMITED PARTNERSHIP,
              a
                Delaware limited partnershipBy: Meadowlands
                Limited Partnership, a Delaware
              limited
                partnership, its Managing General PartnerBy:  Colony
                Xanadu, L.L.C., a Delaware limited
              liability
                company, its Managing General PartnerBy:       /s/ John C.
                BradyName:  John C. BradyTitle:    Authorized
                Representative




By: 
                Mack-Cali
                Meadowlands Special L.L.C., a New Jersey
              limited liability company, a General PartnerBy:  Mack-Cali
                Realty, L.P., a Delaware limited partnership,
              its Sole MemberBy:Mack-Cali
                Realty Corporation, a Maryland
              corporation,
                its General PartnerBy:       /s/ Mitchell E.
                HershName:  Mitchell E. HershTitle:    President and Chief Executive
                Officer











25





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




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










26












**REMAINING
                PARTNER:**MEADOWLANDS
                LIMITED
              PARTNERSHIP,
                a Delaware limited partnershipBy:Colony
                Xanadu, LLC, a Delaware
              limited liability company, its Managing
              General
                PartnerBy:      
                /s/ John C.
                BradyName:  John C. BradyTitle:    Authorized
                Representative










27


**EXHIBIT
      B**




**PROMISSORY
      NOTE**




$2,500,000.00
              New
                  York, New YorkNovember
                  22, 2006





**FOR
      VALUE RECEIVED** ,
      Meadowlands Limited Partnership, a Delaware limited partnership, as maker,
      with
      an address at c/o Colony Xanadu, LLC, 660 Madison Avenue, Suite 1600, New York,
      New York 10021 (the “ **Maker** ”),
      hereby unconditionally promises to pay to the order of Mack-Cali Meadowlands
      Entertainment L.L.C., a New Jersey limited liability company, having a mailing
      address of P.O. Box 7817, Edison, New Jersey 08818-7817 and a street address
      at
      c/o Mack-Cali Corporation, 343 Thornall Street, Edison, New Jersey 08837-2206
      (“ **MC
      Entertainment** ”)
      and
      its successors and assigns (collectively referred to herein as, the
“ **Payee** ”),
      or at
      such other place or places and/or in such other proportions as the holder or
      holders hereof may from time to time designate in writing, the principal sum
      of
      TWO MILLION FIVE HUNDRED THOUSAND and 00/100 DOLLARS ($2,500,000.00), in lawful
      money of the United States of America (the “ **Principal
      Amount** ”)
      to be
      paid in accordance with the terms of this Note.


Section
      16.  :
      PAYMENT
      TERMS






Maker
      agrees to pay the Principal Amount in accordance with the terms of this Note
      on
      the Maturity Date (as hereinafter defined).


The
      Principal Amount shall be due and payable upon the date which is fifteen (15)
      calendar days after the consummation of the first Take Down of either an Office
      Component or the Hotel Component by the MC Partners, or its Affiliate, pursuant
      to Section 10 of the Rights Agreement (as hereinafter defined) (the
“ **Maturity
      Date** ”).
      Such
      capitalized terms “Take Down,” “Office Component,” Hotel Component,” “MC
      Partners” and “Affiliate” are defined in that certain Mack-Cali Rights,
      Obligations and Option Agreement, dated of even date herewith, by and among
      Maker and the other entities signatory thereto (the “ **Rights
      Agreement** ”).




(a)  All
      amounts due under this Note shall be payable without setoff, counterclaim or
      any
      other deduction whatsoever.




(b)  Payment
      by Maker under this Note shall be made in readily available funds and shall
      be
      paid by Maker to Payee no later than 5:00 p.m. New York City time, on the
      Maturity Date.




Section
      17.  :
      DEFAULT
      AND ACCELERATION






The
      obligations due under this Note shall, without notice, become immediately due
      and payable if: (i) there is entered any order, judgment or decree by a court
      of
      competent jurisdiction for relief in respect of Maker under any applicable
      federal or state bankruptcy,


28




reorganization,
      arrangement, insolvency, readjustment of debt, dissolution or liquidation or
      similar law, whether now or hereafter in effect, or appointing a receiver,
      assignee or trustee of all or a substantial part of Maker’s property, assets or
      revenues and that order, judgment or decree shall have continued unstayed,
      unbonded and in effect for a period of thirty (30) days; (ii) Maker files a
      petition seeking relief under the United States Bankruptcy Code, as now or
      hereafter constituted, or any other applicable federal or state bankruptcy,
      reorganization, arrangement, readjustment of debt, dissolution or liquidation
      or
      similar law, or consent to the institution thereof or to the filing of any
      such
      petition or to the appointment or taking of possession by a receiver,
      liquidator, assignee, trustee or custodian of any substantial part of the
      properties, assets or revenues of Maker or the making by Maker of a general
      assignment for the benefit of its creditors; or (iii) the obligations due under
      this Note are not paid in full on the Maturity Date (each an “ **Event
      of Default** ”).




If
      an
      Event of Default has occurred, the aggregate principal amount of this Note
      shall
      become immediately due and payable to Payee without further action on the part
      of Payee, and Maker shall immediately pay to Payee all amounts due and payable
      with respect to this Note. Payee shall also have any other rights which Payee
      may have under any contract or agreement and any other rights or remedies which
      Payee may have pursuant to applicable law.


Section
      18.  :
      NO ORAL
      CHANGE






This
      Note
      may not be modified, amended, waived, extended, changed, discharged or
      terminated orally or by any act or failure to act on the part of Maker or Payee,
      but only by an agreement in writing signed by the party against whom enforcement
      of any modification, amendment, waiver, extension, change, discharge or
      termination is sought.


Section
      19.  :
      WAIVERS






Maker
      and
      all others who may become liable for the payment of all or any part of the
      obligations due hereunder do hereby severally waive presentment and demand
      for
      payment, notice of dishonor, notice of intention to accelerate, notice of
      acceleration, protest and notice of protest and non-payment and all other
      notices of any kind. No release or extension of time for payment of this Note
      and no alteration, amendment or waiver of any provision of this Note made by
      agreement between Payee or any other person shall release, modify, amend, waive,
      extend, change, discharge, terminate or affect the liability of Maker, and
      any
      other person who may become liable for the payment of all or any part of the
      obligations under this Note. No notice to or demand on Maker shall be deemed
      to
      be a waiver of the obligation of Maker or of the right of Payee to take further
      action without further notice or demand as provided for in this Note. The
      remedies provided to Payee under this Note shall be cumulative and concurrent,
      and shall be in addition to every other right or remedy now or hereafter
      provided by law or equity. The failure or delay in exercising any such right
      or
      remedy shall not be construed as a release or waiver thereof.


Section
      20.  :
      COLLECTION; LIABILITY




Maker and any other person who may be liable hereunder in any capacity shall
      pay
      all reasonable costs of collection, including reasonable attorneys fees in
      the
      event that the Principal Amount due under this Note or any other payment due
      under this Note is not paid when due or in case it becomes necessary to protect
      the security for this Note or enforce any provision of this Note.






29






Section
      21.  :
      GOVERNING LAW




**THIS
      NOTE WAS NEGOTIATED IN THE STATE OF NEW YORK, AND MADE BY MAKER AND
      ACCEPTED BY PAYEE IN THE STATE OF NEW YORK AND THE PARTIES AGREE THE STATE
      OF
      NEW YORK HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND TO THE UNDERLYING
      TRANSACTION EMBODIED HEREBY, AND IN ALL RESPECTS, INCLUDING, WITHOUT LIMITING
      THE GENERALITY OF THE FOREGOING, MATTERS OF CONSTRUCTION, VALIDITY AND
      PERFORMANCE, THIS NOTE AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED
      BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
      APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE (WITHOUT REGARD TO
      PRINCIPLES OF CONFLICT OF LAWS) AND ANY APPLICABLE LAW OF THE UNITED STATES
      OF
      AMERICA. TO THE FULLEST EXTENT PERMITTED BY LAW, MAKER HEREBY UNCONDITIONALLY
      AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER
      JURISDICTION GOVERNS THIS NOTE AND THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED
      IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.**






**ANY
      LEGAL SUIT, ACTION OR PROCEEDING AGAINST PAYEE OR MAKER ARISING OUT OF OR
      RELATING TO THIS NOTE MAY AT PAYEE’S OPTION BE INSTITUTED IN ANY FEDERAL OR
      STATE COURT IN THE STATE, CITY AND COUNTY OF NEW YORK AND MAKER WAIVES, TO
      THE
      FULLEST EXTENT PERMITTED BY LAW, (I) THE RIGHT TO TRIAL BY JURY IN ANY ACTION
      OR
      PROCEEDING OR COUNTERCLAIM, WHETHER IN CONTRACT, TORT OR OTHERWISE, RELATING
      DIRECTLY OR INDIRECTLY TO THIS NOTE OR ANY ACTS OR OMISSIONS OF PAYEE; (II)
      ANY
      OBJECTIONS WHICH MAKER MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM
      NON
      CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND MAKER HEREBY IRREVOCABLY
      SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING;
      AND (III) ANY CLAIM FOR CONSEQUENTIAL, SPECIAL OR PUNITIVE
      DAMAGES.**


Section
      22.  :
      NOTICES






Any
      notice, payment, demand, or communication required or permitted to be given
      by
      any provision of this Note shall be in writing and shall be delivered
      personally, receipt requested, to the party to whom the same is directed, or
      sent by USPS certified mail, return receipt requested, or by a nationally
      recognized overnight courier, addressed as set forth in the introductory
      language hereto (“ **Notice** ”),
      or to
      such other address as such party may from time to time specify by Notice to
      the
      other party. Any Notice shall be deemed to be delivered or given, and received
      for all purposes as of the date so delivered, if delivered personally, or the
      first business day after delivery to the USPS or overnight courier service,
      if
      sent by USPS or overnight courier. Notices required or permitted to be given
      hereunder may be given by a party’s attorneys.


30






Section
      23.  :
      TRANSFER/ASSIGNMENT






This
      Note
      may not be assigned by the Payee without the prior written consent of the Maker; provided , however ,
      that
      any transfer that is permitted pursuant to the Rights Agreement or any MC
      Component LP Agreement (as defined in the Rights Agreement) shall not require
      the prior written consent of the Maker. The provisions of this Note shall be
      binding upon Maker, and its successors and assigns, and shall inure to the
      benefit of Payee, including, without limitation, its successors and permitted
      assigns.









**[Signature
      on following page]**


31









**IN
      WITNESS WHEREOF** ,
      Maker
      has duly executed this Note as of the day and year first above
      written.















Meadowlands
                Limited Partnership, a
              Delaware
                limited partnershipBy:Colony
                Xanadu, LLC, its managing
              general partnerBy:Name:Title:










STATE
      OF
      NEW YORK  )


)ss.:


COUNTY
      OF
      NEW YORK  )





On
      the
      ___ day of November in the year 2006 before me, the undersigned, a Notary Public
      in and for said State, personally appeared _______________, personally known
      to
      me or proved to me on the basis of satisfactory evidence to be the individual
      whose name is subscribed to the within instrument and acknowledged to me that
      he/she executed the same in his/her capacity as an officer of Colony Xanadu,
      LLC, the managing general partner of Meadowlands Limited Partnership, and that
      be his/her signature on the instrument, the individual, or the person upon
      behalf of which the individual acted, executed the instrument.




NOTARY
                PUBLIC






32


**EXHIBIT
      C**





**AMENDED
      AND RESTATED LIMITED PARTNERSHIP AGREEMENT**


**OF**


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







THIS AMENDED
      AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF A-B OFFICE MEADOWLANDS MACK-CALI
      LIMITED PARTNERSHIP (the “ **Agreement** ”)
      is
      made as of November 22, 2006 by and among MEADOWLANDS MACK-CALI GP, L.L.C.,
      a
      Delaware limited liability company (f/k/a Meadowlands Mills/Mack-Cali GP,
      L.L.C.) (“ **General
      Partner** ”),
      MEADOWLANDS DEVELOPER LIMITED PARTNERSHIP, a Delaware limited partnership (f/k/a
      Meadowlands Mills/Mack-Cali Limited Partnership) (“ **Limited
      Partner** ”
or
      “ **MDLP** ”
and
      together with General Partner, each shall sometimes be referred to herein as
      a
“ **Developer
      Partner** ”
and
      collectively as, the “ **Developer
      Partners** ”),
      and
      MACK-CALI MEADOWLANDS SPECIAL L.L.C., a New Jersey limited liability company
      (“ **Special
      General Partner** ”
      and together with Limited Partner and General Partner, the “ **Partners** ”).






**RECITALS:**




**WHEREAS** ,
      the
      Developer Partners prepared, executed and filed a Certificate of Limited
      Partnership for A-B Office Meadowlands Mack-Cali Limited Partnership (f/k/a
      A-B
      Office Meadowlands Mack-Cali/Mills Limited Partnership) (the “ **Partnership** ”)
      with
      the Secretary of State of Delaware on June 16, 2005, (as amended from time
      to
      time, the “ **Certificate** ”).
      Upon
      filing the Certificate, the Partnership was assigned file number
      3986621;




**WHEREAS** ,
      MDLP
      was formed to develop portions of the site surrounding the Continental Airlines
      Arena (as defined in the Redevelopment Agreement (as hereinafter defined))
      site
      with an entertainment, sports, recreation and retail complex, together with
      office and hotel components, at the Meadowlands Sports Complex and sometimes
      commonly referred to as “ **Meadowlands
      Xanadu** ”;




**WHEREAS** ,
      the
      Partnership was one of five Delaware limited partnerships set forth on **Schedule
      1** attached
      hereto (the “ **Tenant
      Partnerships** ”)
      formed
      by the Developer Partners to acquire a leasehold interest in a portion of
      Meadowlands Xanadu;




**WHEREAS** ,
      the
      Developer Partners entered into that certain Limited Partnership Agreement
      of
      the Partnership dated as of June 16, 2005 (the “ **Original
      Agreement** ”);




**WHEREAS** ,
      prior
      to the date hereof, MDLP entered into: (i) that certain Redevelopment Agreement,
      dated as of December 3, 2003, with the New Jersey Sports and Exposition
      Authority (the “ **NJSEA** ”)
      pursuant to which, among other things, MDLP is entitled, on the terms and
      conditions set forth therein, to redevelop Meadowlands Xanadu; and (ii) the
      following amendments to the Redevelopment Agreement: (a) that certain First
      Amendment to Redevelopment Agreement dated as of October 5, 2004, (b) that
      certain Second Amendment to




33


Redevelopment
      Agreement dated as of March 15, 2005, (c) that certain Third Amendment to
      Redevelopment Agreement dated as of May 23, 2005 to be effective as of March
      30,
      2005, and (d) that certain Fourth Amendment to Redevelopment Agreement dated
      as
      of June 30, 2005 (such Redevelopment Agreement, together with such amendments,
      being collectively referred to herein as the “ **Redevelopment
      Agreement** ”);




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




**WHEREAS** ,
      the
      Redevelopment Agreement contemplates that certain agreements were to be
      executed, and certain funds were to be paid (including the Development Rights
      Fee (as defined in the Redevelopment Agreement)), and certain actions were
      to be
      taken, upon the occurrence of the Development Rights Fee Funding Date (as
      defined in the Redevelopment Agreement), and that the Development Rights Fee
      Funding Date was to occur on June 30, 2005;




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




**WHEREAS** ,
      in
      connection with the Financial Closing, the following documents (in addition
      to
      certain other documents not herein described), each dated as of June 30, 2005,
      were executed and delivered on behalf of the Partnership: (i) Ground Lease
      (“ **A-B
      Ground Lease** ”)
      by and
      among the NJSEA and the Partnership for the portion of the Project Site commonly
      known as the A-B Office Site (“ **A-B
      Office Site** ”);
      (ii)
      Assignment and Assumption Agreement (referred to in the Redevelopment Agreement
      as a “Component Agreement”) wherein MDLP assigned certain of its rights and
      obligations under the Redevelopment Agreement relating to the A-B Office Site
      to
      the Partnership; and (iii) a memoranda of lease relating to the A-B Ground
      Lease;




**WHEREAS** ,
      in
      connection with the Financial Closing, the following documents (in addition
      to
      those documents listed in the previous recital and in addition to certain other
      documents not herein described), each dated as of June 30, 2005, were executed
      and delivered on behalf of other Tenant Partnerships: (i) ground leases (each
      a
“ **Ground
      Lease** ”
and
      together with the A-B Ground Lease the “ **Ground
      Leases** ”)
      relating to each Component (as defined in the Redevelopment Agreement) portion
      of the Project Site; (ii) four Component Agreements (as defined in the
      Redevelopment Agreement) wherein the Partnership assigned certain of its rights
      and obligations under the Redevelopment Agreement to the Component Entities;
      and
      (iii) four memoranda of lease for each of the other Ground Leases;




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




34


**WHEREAS** ,
      the
      Ground Leases allocate the amount of the Development Rights Fee to prepaid
      rent
      under the Ground Leases for the first fifteen (15) years of each of the Ground
      Leases, and treat the payment of such amounts as made by the corresponding
      Tenant Partnerships (“ **Prepaid
      Rent Allocations** ”),
      with
      $21,360,000 of such amount allocated to the A-B Ground Lease;




**WHEREAS** ,
      at the
      time of the Financial Closing, notwithstanding that the Development Rights
      Fee
      was paid by MDLP to NJSEA, it was the intent of the partners of MDLP that the
      aggregate amount of the Development Rights Fee be allocated to prepaid rent
      among each of the Ground Leases in an amount equal to the Prepaid Rent
      Allocations, and treated as the payment of such amounts by the corresponding
      Tenant Partnerships;




**WHEREAS** ,
      at the
      time of the Financial Closing, notwithstanding that the Development Rights
      Fee
      was paid directly by MDLP to NJSEA, it was the intent of the partners of MDLP
      that the following be deemed to have occurred immediately prior to such payment
      of the Development Rights Fee to the NJSEA:  (i) on June 30,
      2005, MDLP contributed, as capital contributions to the Tenant Partnerships
      and
      General Partner, cash in an aggregate amount equal to the Development Rights
      Fee
      (the “ **Aggregate
      Capital Contributions** ”),
      with
      99.99% of such Aggregate Capital Contributions being made directly to the Tenant
      Partnerships (such capital contributions, the “ **Direct
      Capital Contributions** ”)
      and
      0.01% of such Aggregate Capital Contributions being made to General Partner
      (such capital contributions, the “ **Indirect
      Capital Contributions** ”),
      (ii) General Partner, on June 30, 2005 and immediately after the
      Partnership’s contribution of the Indirect Capital Contributions to General
      Partner, contributed, as capital contributions to the Tenant Partnerships,
      cash
      in an aggregate amount equal to the Indirect Capital Contributions (such capital
      contributions, the “ **GP
      Capital Contributions** ”),
      (iii) the portions of the Direct Capital Contributions and the GP Capital
      Contributions were on such date allocated to each Component Entity based upon
      the allocation of the Development Rights Fee to each Ground Lease as set forth
      in Exhibit B of the Mack-Cali Rights Agreement (as defined below), and
      (iv) each of the Tenant Partnerships paid their respective portion of the
      Development Rights Fee to NJSEA;




**WHEREAS** ,
      simultaneously herewith, MDLP caused all of the MDLP partnership interests
      held
      by Special General Partner, a general partner in MDLP, and its Affiliate,
      Mack-Cali Meadowlands Entertainment L.L.C., a Delaware limited liability company
      (“ **MC
      Entertainment** ”
and
      together with Special General Partner the “ **MC
      Partners** ”),
      a
      limited partner in MDLP, to be redeemed pursuant to that certain Redemption
      Agreement dated as of the date hereof by and among MDLP, Special General
      Partner, MC Entertainment and other signatories thereto, whereby the MC
      Partners’ partnership interests in MDLP were fully and completely redeemed (the
“ **Redemption** ”);




**WHEREAS** ,
      simultaneously herewith the Partners and the Partnership, along with certain
      other entities have entered into that certain Mack-Cali Rights, Obligations
      and
      Option Agreement dated as of the date hereof (the “ **Mack-Cali
      Rights Agreement** ”)
      which
      sets forth certain rights and obligations with respect to the Partnership,
      a
      copy of which Mack-Cali Rights Agreement is annexed hereto as **Exhibit
      A** ;




35


**WHEREAS** ,
      in
      connection with the Redemption, MDLP distributed to Special General Partner,
      among other consideration, a special, non-economic general partnership interest
      in the Partnership;




**WHEREAS** ,
      simultaneously herewith the name of Limited Partner has been changed to
“Meadowlands Developer Limited Partnership” and the name of the General Partner
      has been changed to “Meadowlands Mack-Cali GP, L.L.C.”;




**WHEREAS** ,
      pursuant to the Mack-Cali Rights Agreement, the Special General Partner has
      certain rights to Take Down (as defined below) the Partnership, which rights
      (including economic rights) are more particularly set forth in the Mack-Cali
      Rights Agreement and which rights become effective with respect to the Special
      General Partner’s interest in the Partnership only upon the Special General
      Partner’s exercise of its Take Down option with respect to the Partnership;




**WHEREAS** ,
      in
      connection with the Redemption, the Partnership (among others) and MDLP entered
      into that certain License Agreement to provide for the use of the Marks (as
      defined below), without a fee, by the Partnership; and




**WHEREAS** ,
      in
      connection with the Redemption, this Agreement is being amended to admit the
      Special General Partner as a general partner in the Partnership with a
      non-economic interest in the Partnership. For the avoidance of doubt, the
      parties hereto intend that the Special General Partner shall not be treated
      as a
      partner for tax purposes and the Partnership shall not be treated as a
“partnership” for tax purposes, in each case, prior to the exercise of the Take
      Down.




**NOW,
      THEREFORE** ,
      the
      Partners, by execution of this Agreement, desire to amend the Original Agreement
      and adopt this Agreement in its entirety, set forth their rights and obligations
      with respect to the Partnership as a limited partnership pursuant to and in
      accordance with the Delaware Revised Uniform Limited Partnership Act
      ( 6
      Del.
      C. §
17-101 et  seq .)
      (as
      amended from time to time, the “ **Act** ”),
      and,
      in consideration of the mutual promises and covenants made herein, the Partners
      hereby agree as follows:




**AGREEMENTS:**














DEFINED
      TERMS




The
      following terms and variations thereof shall have the following meanings for
      purposes of this Agreement, unless the context otherwise clearly
      requires:




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




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




“ **Act** ”
has
      the
      meaning set forth in the Recitals.




36


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




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




“ **Agreement** ”
has
      the
      meaning set forth in the Preamble and includes the Original Agreement and all
      amendments hereto.




“ **Amended
      Certificate** ”
has
      the
      meaning set forth in Section 2.1 hereof.




**“Approval
      of the Partners”** shall
      mean the approval in writing by the Partners and, unless otherwise expressly
      provided herein to the contrary, the Partners shall not unreasonably withhold,
      delay or condition such approval.




“ **Arbitrators** ”
has
      the
      meaning set forth in Section 10.4(b) hereof.




“ **Authority
      Agreement** ”
and
      “ **Authority
      Agreements** ”
have
      the meaning set forth in Section 5.2(a)(v) hereof.




**“Bankruptcy** ”
means
      with respect to any Person, if such Person (a) makes an assignment for the
      benefit of creditors, (b) files a voluntary petition in bankruptcy, (c) is
      adjudged a bankrupt or insolvent, or has entered against it an order for relief,
      in any bankruptcy or insolvency proceedings, (d) files a petition or answer
      seeking for itself any reorganization, arrangement, composition, readjustment,
      liquidation or similar relief under any statute, law or regulation, (e) files
      an
      answer or other pleading admitting or failing to contest the material
      allegations of a petition filed against it in any proceeding of this nature,
      (f)
      seeks, consents to or acquiesces in the appointment of a trustee, receiver
      or
      liquidator of the Person or of all or any substantial part of its properties,
      or
      (g) if 120 days after the commencement of any proceeding against the Person
      seeking reorganization, arrangement, composition, readjustment, liquidation
      or
      similar relief under any statute, law or regulation, if the proceeding has
      not
      been dismissed, or if within ninety (90) days after the appointment without
      such
      Person’s consent or acquiescence of a trustee, receiver or liquidator of such
      Person or of all or any substantial part of its properties, the appointment
      is
      not vacated or stayed, or within ninety (90) days after the expiration of any
      such stay, the appointment is not vacated. The foregoing definition of
“Bankruptcy,” in conjunction with Section 8.2(c) of this Agreement, is intended
      to and shall supersede the events of withdrawal set forth in Sections
      17-402(a)(4) and (5) of the Act.




37


“ **Certificate** ”
has
      the
      meaning set forth in the Recitals.




“ **Code** ”
means
      the Internal Revenue Code of 1986, as amended or recodified.




“ **Covered
      Person** ”
or
      “ **Covered
      Persons** ”
has
      the
      meaning set forth in Section 10.1(a) hereof.




“ **Developer
      Partner** ”
or
      “ **Developer
      Partners** ”
has
      the
      meaning set forth in the Preamble.




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




“ **Disputes** ”
has
      the
      meaning set forth in Section 10.4(a) hereof.




“ **Embargoed
      Person** ”
has
      the
      meaning set forth in Section 10.12(i) hereof.




“ **ERISA** ”
means
      Employee Retirement Income Security Act of 1974, as amended.




“ **ERISA
      Plan** ”
means
      an employee benefit plan, as defined in ERISA Section 3(3), that is subject
      to
      ERISA, or a plan that is subject to Section 4975 of the Code.




“ **Financial
      Closing** ”
has
      the
      meaning set forth in the Recitals.




“ **Fiscal
      Year** ”
means
      the twelve month period ending December 31 of each year; provided that the
      first
      Fiscal Year shall be the period beginning on the date the Partnership is formed
      and ending on December 31, 2005, and the last Fiscal Year shall be the period
      beginning on January 1 of the calendar year in which the final liquidation
      and
      termination of the Partnership is completed and ending on the date such final
      liquidation and termination is completed (to the extent any computation or
      other
      provision hereof provides for an action to be taken on a Fiscal Year basis,
      an
      appropriate proration or other adjustment shall be made in respect of the first
      or final Fiscal Year to reflect that such period is less than a full calendar
      year period).




“ **General
      Partner** ”
means
      Meadowlands Mack-Cali GP, L.L.C. and any Person who becomes a successor or
      additional general partner pursuant to the terms of this Agreement, each in
      its
      capacity as a general partner of the Partnership.




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




“ **Ground
      Lease** ”
or
      “ **Ground
      Leases** ”
has
      the
      meaning set forth in the Recitals.




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




“ **Interest** ”
means
      the entire ownership interest (which may be expressed as a percentage) of a
      Partner in the Partnership at any particular time, including the right of such
      Partner to any and all benefits to which a Partner may be entitled pursuant
      to
      this Agreement, the Mack-Cali Rights Agreement and under the Act, together
      with
      all obligations of such Partner to comply with the terms and provisions of
      this
      Agreement, the Mack-Cali Rights Agreement and the Act.




38


The
      Interest of each Partner is set forth on **Exhibit
      B** hereto,
      as the same is amended from time to time.




“ **License
      Agreement** ”
shall
      mean that certain License Agreement, dated on or about the date hereof, by
      and
      among MDLP, the Partnership, ERC Meadowlands Mills/Mack-Cali Limited
      Partnership, C-D Office Meadowlands Mack-Cali Limited Partnership, Hotel
      Meadowlands Mack-Cali Limited Partnership and Baseball Meadowlands
      Mills/Mack-Cali Limited Partnership.




“ **Limited
      Partner** ”
has
      the
      meaning set forth in the Preamble and includes any Person who becomes a
      successor or additional limited partner pursuant to the terms of this Agreement,
      each in its capacity as a limited partner of the Partnership.




“ **Mack-Cali
      Rights Agreement** ”
has
      the
      meaning set forth in the Recitals.




“ **Marks** ”
has
      the
      meaning set forth in the License Agreement.




“ **Major
      Decisions** ”
has
      the
      meaning set forth in Section 5.2.




**“MC
      Entertainment** ”
has
      the
      meaning set forth in the Recitals.




**“MC
      Partners”** has the
      meaning set forth in the Recitals.




“ **MDLP** ”
means
      Meadowlands Developer Limited Partnership (f/k/a Meadowlands Mills/Mack-Cali
      Limited Partnership) and any Person who becomes a successor or additional
      general partner pursuant to the terms of this Agreement, each in its capacity
      as
      a general partner of the Partnership.




**“Meadowlands
      Xanadu”** has the
      meaning set forth in the Recitals.




“ **NJSEA** ”
has
      the
      meaning set forth in the Recitals.




“ **Original
      Agreement** ”
has
      the
      meaning set forth in the Recitals.




“ **Partner** ”
or **“Partners”** has the
      meaning set forth in the Preamble.




“ **Partnership** ”
has
      the
      meaning set forth in the Recitals.




“ **Person** ”
means
      any individual, corporation, partnership, limited liability company, joint
      venture, estate, trust, unincorporated association, any federal, state, county
      or municipal government or any bureau, department or agency thereof and any
      fiduciary acting in such capacity on behalf of any of the
      foregoing.




“ **Premises** ”
has
      the
      meaning assigned to that term in the A-B Ground Lease.




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




39


“ **Project** ”
shall
      have the meaning specified in the Redevelopment Agreement as it relates solely
      to the A-B Office Site.




“ **Project
      Site** ”
has
      the
      meaning set forth in the Recitals.




“ **Redemption** ”
has
      the
      meaning set forth in the Recitals.




“ **Redevelopment
      Agreement** ”
has
      the
      meaning set forth in the Recitals.




“ **ROFR
      Component Entity** ”
or **“ROFR
      Component Entities”** has the
      meaning set forth in the Mack-Cali Rights Agreement.




“ **Securities
      Act** ”
has
      the
      meaning set forth in Section 10.12(e) hereof.




“ **Securities
      Laws** ”
has
      the
      meaning set forth in Section 10.12(e) hereof.




“ **Special
      General Partner** ”
has
      the
      meaning set forth in the Preamble and includes any Person who becomes a
      successor or additional special general partner pursuant to the terms of this
      Agreement, each in its capacity as a special general partner of the
      Partnership.




“ **Take
      Down** ”
has
      the
      meaning ascribed to such term in the Mack-Cali Rights Agreement.




“ **Tenant
      Partnerships** ”
has
      the
      meaning set forth in the Recitals.




“ **Transfer** ”
has
      the
      meaning set forth in Section 7.1 hereof.




“ **Transferor** ”
has
      the
      meaning set forth in Section 7.2(c)(i) hereof.




“ **Transferee** ”
has
      the
      meaning set forth in Section 7.2(c)(i) hereof.














THE
      PARTNERSHIP; partners




**Formation,
      Name and Existence** **.** The
      Developer Partners, prepared, executed and filed a Certificate with the
      Secretary of State of Delaware on June 16, 2005 and the Partners prepared,
      executed and filed or caused to be filed an Amended and Restated Certificate
      of
      Limited Partnership of the Partnership on the date hereof (the “ **Amended
      Certificate** ”).
      The
      Partners hereby confirm and ratify the formation and existence of the
      Partnership under the name “A-B Office Meadowlands Limited Partnership”, as a
      Delaware limited liability partnership, pursuant to the provisions of the Act
      and this Agreement. The existence of the Partnership as a separate legal entity
      shall continue until cancellation of the Amended Certificate as provided in
      the
      Act.




**Partners** **.** The
      names and Interests of the Partners are set forth in **Exhibit
      B** attached
      hereto.




40


**Special
      General Partner** .
      Special
      General Partner is admitted to the Partnership solely as a general partner
      without economic rights with respect to any capital, profit, loss, deductions,
      credits and allowances of the Partnership or any cash or other property
      distributable by the Partnership.




**Purpose** **.** The
      purposes and businesses of the Partnership shall be limited to the following:
      (a) acquiring and holding a leasehold interest in the Premises pursuant to
      the
      A-B Ground Lease; (b) designing, constructing, developing, leasing, operating,
      managing and disposing of the Premises or interests therein; (c) financing
      the
      Premises; and (d) transacting any and all lawful business for which a limited
      partnership may be organized under the laws of the State of Delaware that is
      incident, necessary and appropriate to accomplish the foregoing.




**Tax
      Status** .
      The
      Partners intend that the Partnership constitute an entity disregarded from
      its
      owner for federal income tax purposes and no Partner, or any transferee or
      successor thereto, shall take any action or report anything inconsistent with
      such intended tax status.




**Principal
      Office and Place of Business** **.** The
      principal office and place of business of the Partnership shall be the principal
      office of the General Partner or such other address as the General Partner
      directs. The Partnership may have such additional offices as the General Partner
      deems advisable.




**Registered
      Agent** **.** The
      registered agent of the Partnership shall be Corporation Services Company,
      2711
      Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808.
      The
      General Partner shall have the right to change the registered agent of the
      Partnership at any time in compliance with the Act and the laws of all other
      jurisdictions in which the Partnership may elect to conduct
      business.









CONTRIBUTION
      BY THE PARTNERS




**Initial
      Capital of the Partnership** **.** As a
      result of the transactions described in the Recitals, the Developer Partners
      respectively each contributed a portion of the Aggregate Capital Contributions
      to the capital of the Partnership. No Partner shall be treated as having
      contributed to the Partnership any portion of the Prepaid Rent Allocations
      and
      no Partner shall receive any credit in its capital account for any portion
      of
      the Prepaid Rent Allocations.




**Limitation
      on Withdrawal of Capital** **.** Except
      as expressly provided in this Agreement, no Partner (a) shall have the right
      to
      withdraw or receive any return on its contributions or claim to any Partnership
      capital prior to termination of the Partnership pursuant to Article VIII hereof,
      (b) shall have any right to demand and receive property other than cash in
      return for its contributions, or (c) shall be liable to any other Partner for
      the return of such Partner’s contributions to the Partnership, or any portion
      thereof, it being expressly understood that such return shall be made solely
      from Partnership assets.




41












PROFIT
      AND LOSSES; DISTRIBUTIONS




**Profits
      and Losses** **.** All
      income, profits, losses, deductions and credits of the Partnership shall be
      allocated to the Developer Partners.




**Distributions** .
      Any
      distributions made by the Partnership shall be made to the Developer
      Partners.














MANAGEMENT;
      LEGAL TITLE TO PROPERTY




**Management
      Authority** **.**




Except
      as
      otherwise expressly provided in this Agreement, the Mack-Cali Rights Agreement
      or in the Act, management decisions of the Partnership shall be made solely
      by
      the General Partner, which shall be solely responsible for the conduct of the
      Partnership’s business subject to the provisions of this Agreement, the
      Mack-Cali Rights Agreement and applicable law. The General Partner shall have
      all of the rights, powers, duties and obligations of a general partner as
      provided in the Act and as otherwise provided by law, and any action taken
      by
      the General Partner that is not in violation of this Agreement, the Act or
      other
      applicable law shall constitute the act of and serve to bind the Partnership.
      Except as otherwise expressly provided herein, the Limited Partner shall not
      have or exercise any right in connection with the management of the
      Partnership’s business.




The
      General Partner shall devote itself to the business and purpose of the
      Partnership, as set forth in Section 2.4 above, to the extent reasonably
      necessary for the efficient carrying on thereof (it being acknowledged, however,
      that the General Partner shall not be required to devote its time exclusively
      to
      the operation of the Partnership), without compensation. Whenever requested
      by
      any of the other Partners, the General Partner shall render a just and faithful
      account of all dealings and transactions relating to the business of the
      Partnership. The acts of the General Partner shall bind the Partnership when
      within the scope of the General Partner’s authority expressly granted
      hereunder.




**Major
      Decisions** **.** Unless
      otherwise indicated, capitalized terms in this Section 5.2 that are not defined
      in this Agreement shall be defined as set forth in the Mack-Cali Rights
      Agreement. The Partners shall not take the following decisions (each a
“ **Major
      Decision** ”)
      without the prior written approvals as specified below. In the event of a
      failure to agree on a matter set forth in this Section 5.2, the matter shall
      be
      submitted to mediation and/or arbitration in accordance with Section 10.4 of
      this Agreement.




The
      following decisions or acts with respect to, or on the part of, the Partners
      shall require the prior written Approval of the other Partners, which Approval
      may not be unreasonably withheld, delayed or conditioned by a Partner. If a
      Partner




42


(directly
      or through its authorized representative) shall request that another Partner
      provides such written approval, the requested Partner (directly or through
      its
      authorized representatives) shall have ten (10) Business Days after receipt
      of a
      written request from the requesting Partner to grant or deny such approval
      provided that the requested Partner shall have received information as
      reasonably required to render such decision. A failure of the requested Partner
      to provide such written approval or denial within such ten (10) Business Day
      period shall be deemed to mean that the requested Partner shall have granted
      such written approval):




Any
      amendment to this Agreement or other organizational documents of the
      Partnership;




Entering
      into, or undertaking of, any agreement, transaction or action relating to the
      Project that (a) is not within the scope of this Agreement, or (b) is not
      contemplated by or within the scope of the Transaction Documents, or (c) is
      not
      related to the ownership, operation or management of any portion of the Project
      as contemplated by this Agreement and the Transaction Documents, in each case,
      if such action or undertaking would have an adverse effect on the Partnership
      or
      the Premises;




Adjusting,
      settling or compromising any claim, obligation, debt, demand, suit or judgment
      against or on behalf of the Partnership, but only if and to the extent such
      adjustment, settlement or compromise would have an adverse effect on the
      Partnership;




To
      the
      extent applicable, establishing or adjusting the gross asset value for any
      contributed or distributed asset (other than cash) to or from the Partnership,
      except as provided herein;




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




Entering
      into any agreement with The New York Football Giants or The New York Football
      Jets that adversely affects the Partnership;




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




43


Any
      voluntary action or decision which, if undertaken or made, would violate Section
      7 of the Mack-Cali Rights Agreement;




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




[Intentionally
      Omitted];




To
      the
      extent applicable, designation or selection of the Stakeholders Liaison (as
      such
      term is defined in the Redevelopment Agreement);




To
      the
      extent applicable, enforcement or written waiver of any claim or determination
      related to the assertion of an Authority Interference which Authority
      Interference has an adverse impact on the Partnership or the Premises and which
      assertion occurs prior to four (4) years after the Grand Opening
      Date;




Making
      any distribution or payment by the Partnership to any Person (including any
      party hereto or any Affiliate of any party hereto) that is not expressly
      contemplated by this Agreement;




Causing
      or permitting the Partnership to be in Bankruptcy;




Causing
      the Partnership to incur or obtain bond debt or other public financing
      vehicle(s) other than bond debt or other public financing vehicle(s) that is
      not
      secured by a mortgage, deed of trust or other security instrument encumbering
      the Premises intended to fund Infrastructure Improvement Costs and Program
      Costs, as well as a debt service reserve fund for such loan, capitalized
      interest and other issuance costs related to the loan, as described in the
      Authority Agreements, and having commercially reasonable terms and conditions
      at
      least as favorable as follows:




44






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




The
      granting of any mortgage, deed of trust or other security instrument encumbering
      the Premises other than to secure a loan from a third party that provides for
      the release of the Premises from the lien of the mortgage, deed of trust or
      other security instrument in connection with the Take Down of the Partnership
      as
      contemplated in Section 10 of the Mack-Cali Rights Agreement provided that
      such
      release does not require any additional payment of principal and interest or
      any
      payments, including fees or points, other than reimbursement of reasonable
      legal
      fees to effectuate the same;




[Intentionally
      Omitted]; and




To
      the
      extent applicable, adjusting, settling or compromising any claim, obligation,
      debt, demand, suit or judgment against or on behalf of the Partnership in excess
      of the greater of (a) $1,000,000 in the aggregate, or (b) five percent (5%)
      of
      stabilized net operating income of the Partnership (with such stabilized net
      operating income being defined to mean the net operating income for the third
      full Fiscal Year after Completion (as defined in the Redevelopment Agreement)
      shall have occurred with respect to the Premises).




The
      following decisions and acts with respect to, or on the part of, a Partner
      shall
      require the prior written Approval of the Partners, which approval may be
      granted or withheld in the other Partners’ sole and absolute discretion. If a
      Partner (directly or through its authorized representative) shall request that
      another Partner provides such written approval, the requested Partner (directly
      or through its authorized representatives) shall have ten (10) Business Days
      after receipt of a written request from the requesting Partner to grant or
      deny
      such approval provided that the requested Partner shall have received
      information as reasonably required to render such decision. A failure of the
      requested Partner to provide such written approval or denial within such ten
      (10) Business Day period shall be deemed to mean that the requested Partner
      shall have granted such written approval):




45


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




Possessing
      any Partnership or Partner property, or assigning any rights in specific
      property for other than an entity purpose;




Except
      as
      otherwise permitted by this Agreement, admitting or permitting or causing the
      Partnership to admit new or substitute partners, causing the Partnership to
      redeem or repurchase all or any of a Partner’s Interest, agreeing to issue,
      directly or indirectly, any Interests in the Partnership, or granting, issuing
      or agreeing to grant or issue, directly or indirectly, any right, option or
      warrant to subscribe for, purchase, or otherwise acquire Interests in the
      Partnership;




Changing
      the name of the Partnership or the name under which any such entity does
      business from the name(s) set forth in such entity’s organizational
      documents;




Authorizing
      or effectuating a merger or consolidation of the Partnership with or into one
      or
      more other entities;




Authorizing
      or effectuating a dissolution, liquidation, termination or winding up of the
      Partnership other than contemporaneous with or subsequent to a sale or other
      disposition of all or substantially all of the Partnership’s
      assets;




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




Taking
      any affirmative action not contemplated in this Agreement with the intent that
      the Special General Partner shall have personal liability for any of the
      expenses, debts, obligations, liabilities, contracts, judgments or other
      obligations of the Partnership; and




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




**Title
      to Land** **.** Legal
      title to the Premises and other property of the Partnership shall be taken
      and
      at all times held in the name of the Partnership.




46


**Section
      5.4**  **No
      Contracts with Affiliates** **.** Except
      as
      otherwise provided herein, no Partner shall enter into any agreement or other
      arrangement for the furnishing to or by the Partnership of goods or services
      or
      leases, subleases, licenses, concessions or other agreements with any Person
      who
      is an Affiliate of such Partner (including leases of space to Affiliate
      businesses) unless goods or services are provided to the Partnership of such
      lease or other payments are at market rates of compensation and the terms and
      conditions thereof are approved by Special General Partner.













Section
      5.5  Notice
      of Lawsuits, Liens, Defaults under Loans, etc. **Each of the Partners shall notify the other Partners as soon as reasonably
      possible upon receipt of any written notice of: (i) the filing or threatened
      filing of any action in law or in equity naming the Partnership, as a party
      relating in any material way to any portion of the A-B Office Site; or (ii)
      any
      actions to impose material liens of any kind whatsoever or of the imposition
      of
      any lien whatsoever against its assets including the A-B Ground Lease or any
      portion thereof, that may have a material adverse effect on the Partnership.**




47


















FISCAL
      YEAR, BOOKS AND RECORDS, BANK ACCOUNTS




**Fiscal
      Year** **.** The
      Fiscal Year of the Partnership shall be the calendar year.




**Books
      and Records** **.**




There
      shall be kept and maintained at the Partnership’s principal place of business
      full and accurate books and records showing all receipts and expenditures,
      assets and liabilities, profits, losses and distributions, and all other records
      necessary for recording the Partnership’s business and affairs.




The
      books
      of the Partnership shall be kept on the accounting method determined by the
      General Partner and shall show at all times each and every item of income and
      expense.




Each
      Partner shall have the right at all reasonable times and upon reasonable advance
      notice, during usual business hours, to audit, examine, and make copies of
      extracts from the books of account of the Partnership. Such right may be
      exercised through any agent, employee, or independent public accountant
      designated by such Partner. Each Partner shall bear all expenses incurred in
      any
      examination made for such Partner’s account.




**Bank
      Accounts** **.** The
      funds of the Partnership shall be deposited in such bank account or accounts
      of
      the Partnership as the General Partner determines are required, and the General
      Partner shall arrange for the appropriate conduct of such accounts.




**Tax
      Returns and Financial Statements** **.** Tax
      returns and the annual financial statements of the Partnership shall be prepared
      by, or at the direction of, the General Partner as soon as practicable after
      the
      expiration of a tax year and copies of the same shall be delivered to the
      Partners within a reasonable time thereafter.




48












SALE,
      TRANSFER OR MORTGAGE OF INTERESTS




**General** **.** Except
      as expressly permitted in Sections 7.2 and 7.3 of this Agreement or as otherwise
      expressly permitted in this Agreement, no Partner shall directly or indirectly
      sell, assign, transfer, pledge, mortgage, convey, charge or otherwise encumber
      or contract to do or permit any of the foregoing, whether voluntarily or by
      operation of law (herein sometimes collectively called a “ **Transfer** ”),
      or
      suffer any Affiliate or other third party to Transfer, any part or all of its
      Interest or its share of capital, profits, losses, allocations or distributions
      hereunder without the express prior written consent of Special General Partner,
      which consent may be withheld for any or no reason whatsoever. Any attempt
      to
      Transfer in violation of this Article VII shall be null and void. The giving
      of
      consent in any one or more instances of Transfer shall not limit or waive the
      need for such consent in any other or subsequent instances. Transfers of
      ownership interests in Special General Partner or any of its Affiliates
      (including Mack-Cali Realty Corporation or Mack-Cali Realty, L.P.) or Developer
      Partners or any of their respective Affiliates (including Meadowlands Limited
      Partnership, Colony Investors VII, LP, Dune Capital Management LP, Kan Am
      Limited Partnership, The Mills Corporation or The Mills Limited Partnership)
      shall not constitute a “Transfer” hereunder.




**Permitted
      Transfers** .




**Transfers
      By Special General Partner** **.** Without
      the consent of any other Partner, Special General Partner may from time to
      time
      (i) Transfer its Interest, in whole or in part (A) to an Affiliate of such
      Transferor or (B) from an Affiliate to another Affiliate of such Transferor,
      (ii) Transfer the aggregate Interests held by such Transferor and its Affiliates
      to a Person other than an Affiliate so long as (A) such Transferor has the
      right
      to control the day to day operations of such Person and (B) such Transferor
      or
      its Affiliate owns at least fifty percent (50%) of the beneficial interest
      in
      such Person, or (iii) mortgage, pledge or hypothecate all or any portion of
      such
      Interest so long as the Person to which such Interest is mortgaged, pledged
      or
      hypothecated cannot foreclose or otherwise realize upon such collateral and
      elect to become a substitute Partner.




**Transfer
      By the Developer Partner** **.** Without
      the consent of any other Partner, each Developer Partner may from time to time
      (i) Transfer its Interest, in whole or in part (A) to an Affiliate of such
      Transferor or (B) from an Affiliate to another Affiliate of such Transferor,
      (ii) Transfer the aggregate Interests held by such Transferor and its Affiliates
      to a Person other than an Affiliate so long as (A) such Transferor has the
      right
      to control the day to day operations of such Person and (B) such Transferor
      or
      its Affiliate owns at least fifty percent (50%) of the beneficial interest
      in
      such Person, or (iii) mortgage, pledge or hypothecate all or any portion of
      such
      Interest so long as the Person to which such Interest is mortgaged, pledged
      or
      hypothecated cannot foreclose or otherwise realize upon such collateral and
      elect to become a substitute Partner.




**Agreements
      with Transferees** .




49


If
      pursuant to the provisions of Sections 7.2(a) or (b), any Partner (“ **Transferor** ”)
      shall
      purport to make a Transfer of any part of its Interest to any Person
      (“ **Transferee** ”),
      no
      such Transfer shall entitle Transferee to any benefits or rights hereunder
      until:




Transferee
      agrees in writing to assume and be bound by all the obligations of Transferor
      and be subject to all the restrictions to which Transferor is subject under
      the
      terms of this Agreement and any agreements with respect to the Project to which
      Transferor is then subject or is then required to be a party; and




Transferor
      and Transferee enter into a written agreement with the Partnership which
      provides (x) in the case of a partial transfer of Interests, that Transferor
      is
      irrevocably designated the proxy of Transferee to exercise all voting and other
      approval rights appurtenant to the Interest acquired by Transferee, (y) that
      Transferor shall remain liable for all obligations arising under this Agreement
      prior to or after such Transfer in respect of the Interest so transferred;
      provided, however, that as to any Transfer to a non-Affiliate of the Transferor,
      Transferor shall only be liable for all obligations arising under this Agreement
      and any agreements with respect to the Project to which Transferor is then
      subject or is then required to be a party from and after such Transfer in
      respect of the Interest so transferred; and (z) that Transferee shall indemnify
      the Partners from and against all claims, losses, liabilities, damages, costs
      and expenses (including reasonable attorneys’ fees and court costs) which may
      arise as a result of any breach by Transferee of its obligations hereunder.




No
      Transferee of any Interest shall make any further disposition except in
      accordance with the terms and conditions hereof.




All
      costs
      and expenses incurred by the Partnership, or the non-transferring Partners,
      in
      connection with any Transfer of a Interest, including any filing or recording
      costs and the fees and disbursements of counsel, shall be paid by
      Transferor.




**Take
      Down by Special General Partner** .
      Notwithstanding anything herein to the contrary, if the Special General Partner
      exercises a Take Down, the provisions of Section 11 of that certain Limited
      Partnership Agreement of Meadowlands Mills/Mack-Cali Limited Partnership, dated
      November 25, 2003, shall be incorporated herein or any amendment or restatement
      hereof pursuant to and in accordance with Section 10.6 of the Mack-Cali Rights
      Agreement.




**Sale
      Rights of Special General Partner and Developer Partners; Right of First
      Offer** **.** Except
      as provided in Section 7.2, no Partner may sell all or any portion of its or
      its




50


Affiliates’
      Interest at any time prior to the date that is three (3) years after the date
      of
      issuance of the certificate of occupancy for the core and shell of the Project.




**Restraining
      Order** **.** If any
      Partner shall at any time Transfer or attempt to Transfer its Interest or part
      thereof in violation of the provisions of this Agreement and any rights hereby
      granted, then the other Partners shall, in addition to all rights and remedies
      at law and in equity, be entitled to a decree or order restraining and enjoining
      such Transfer and the offending Partner shall not plead in defense thereto
      that
      there would be an adequate remedy at law; it being hereby expressly acknowledged
      and agreed that damages at law will be an inadequate remedy for a breach or
      threatened breach of the violation of the provisions concerning Transfer set
      forth in this Agreement.




**ERISA** **.** No
      Partner shall Transfer all or any part of its Interests to any party, including
      another Partner, whether or not the Transfer would otherwise be permitted
      hereunder, if the Transfer would result in the assets of the Partnership being
      deemed to include assets of an ERISA Plan. At the request of such other Partners
      and as a condition of the consummation of any Transfer of all or part of a
      Interest to any party, including another Partner, the Partner proposing to
      Transfer all or any part of its Interest shall, at its cost, provide an
      unqualified opinion of counsel, which must be reasonably satisfactory to each
      such other Partners, that the Transfer would not result in the assets of the
      Partnership being deemed to include assets of an ERISA Plan, and in addition
      to
      such other Partner’s rights under Section 7.4, the Partner proposing to Transfer
      shall indemnify and hold harmless such other Partners (except any Partner that
      is the proposed purchaser), from and against any and all loss, cost, tax,
      liability or expense (including but not limited to reasonable attorneys’ fees
      and court costs) which such other Partners may suffer if the Transfer would
      cause the assets of the Partnership being deemed to include assets of any ERISA
      Plan.




**Admission
      of Additional Partners** **.**




No
      Person
      may be admitted as an additional Partner of the Partnership (in contrast with
      admission as a substitute Partner in connection with a Permitted Transfer)
      without the consent of the General Partner and the Special General Partner.




Any
      additional or substitute Partner admitted to the Partnership shall execute
      and
      deliver documentation in form satisfactory to the General Partner accepting
      and
      agreeing to be bound by this Agreement, and such other documentation as the
      General Partner shall reasonably require in order to effect such Person’s
      admission as an additional Partner. The admission of any Person as an additional
      Partner shall become effective on the date upon which the name of such Person
      is
      recorded on the books and records of the Partnership following the consent
      of
      the General Partner to such admission.




**Override
      on Permitted Transfers** .




It
      is
      expressly understood and agreed that any Transfer permitted pursuant to this
      Article VII shall in all instances be prohibited (and, if consummated, shall
      be
      void *ab
      initio* )
      if such
      Transfer does not comply with all applicable laws, rules and regulations and
      other requirements of governmental authorities, including, without limitation, Executive
      Order 13224 (September 23, 2001), the rules and regulations of the Office of
      Foreign Assets Control, Department of Treasury, and any enabling legislation
      or
      other Executive Orders in respect thereof.




Each
      admitted Partner shall be required to make the representations and warranties
      set forth in Section 10.12 of this Agreement to the other Partner(s) and the
      Partnership as of the date of such Partner’s admission into the Partnership.
      Each Partner shall be deemed to make the representations and warranties set
      forth in Section 10.12(h)-(k) of this Agreement to the Partners and the
      Partnership on behalf of any Person that acquires a beneficial ownership
      interest in such Partner as of the date of such acquisition.









51







TERM,
      DISSOLUTION AND TERMINATION




**Term** **.** The
      Partnership shall have perpetual existence, unless sooner dissolved and
      liquidated in accordance with the provisions hereof.




**Dissolution
      in Certain Events** **.**




The
      Partnership shall be dissolved, and its affairs shall be wound up, upon the
      first to occur of the following: (i) (A) all of the Partners of the Partnership
      approve in writing, or (B) the Partnership sells or otherwise disposes of its
      interest in all or substantially all of its assets or (ii) (A) the occurrence
      of
      an event of withdrawal (as defined in the Act) with respect to a General
      Partner, other than an event of withdrawal set forth in Section 17-402(a)(4)
      or
      (5) of the Act; provided, the Partnership shall not be dissolved and required
      to
      be wound up in connection with any of the events described in this clause
      (ii)(A) if (1) at the time of the occurrence of any such event there is at
      least
      one remaining General Partner of the Partnership who is hereby authorized to
      and
      shall carry on the business of the Partnership, or (2) if at such time there
      is
      no remaining General Partner, if within ninety (90) days after such event of
      withdrawal, the Limited Partner agrees in writing or votes to continue the
      business of the Partnership and to appoint, effective as of the day of
      withdrawal, one or more additional General Partners, or (3) the Partnership
      is
      continued without dissolution in a manner permitted by the Act or this
      Agreement, (B) there are no limited partners of the Partnership unless the
      business of the Partnership is continued in accordance with the Act and this
      Agreement or (C) the entry of a decree of judicial dissolution under Section
      17-802 of the Act.




Upon
      the
      occurrence of any event that results in the General Partner ceasing to be a
      General Partner of the Partnership under the Act, if at the time of the
      occurrence of such event there is at least one remaining General Partner of
      the
      Partnership, such remaining General Partner of the Partnership is hereby
      authorized to and, to the fullest extent permitted by law, shall, carry on
      the
      business of the Partnership. Upon the occurrence of any event that causes the
      last remaining General Partner of the Partnership to cease to be a General
      Partner of the Partnership, to the fullest extent permitted by law, all the
      Partners agree that the “personal representative” of such general partner is
      hereby authorized to, and shall, within ninety (90) days after the occurrence
      of
      the event that terminated the continued membership of such General Partner
      in
      the Partnership, agree in writing (i) to continue the Partnership and (ii)
      to
      the admission of the personal representative or its nominee or designee, as
      the
      case may be, as a substitute General Partner of the Partnership, effective
      as of
      the occurrence of the event that terminated the continued membership of the
      last
      remaining General Partner of the Partnership in the Partnership.




52






Upon
      the
      occurrence of any event that causes the last remaining Limited Partner of the
      Partnership to cease to be a Limited Partner of the Partnership, to the fullest
      extent permitted by law, all the Partners agree that the personal representative
      of such Limited Partner is hereby authorized to, and shall, within ninety (90)
      days after the occurrence of the event that terminated the continued membership
      of such Limited Partner in the Partnership, agree in writing (i) to continue
      the
      Partnership and (ii) to the admission of the personal representative or its
      nominee or designee, as the case may be, as a substitute limited partner of
      the
      Partnership, effective as of the occurrence of the event that terminated the
      continued membership of the last remaining Limited Partner of the Partnership
      in
      the Partnership.




Notwithstanding
      any other provision of this Agreement to the contrary, the Bankruptcy of, or
      the
      occurrence of any event set in Sections 17-402(a)(4) and (5) of the Act with
      respect to, the General Partner shall not cause the General Partner to cease
      to
      be a General Partner of the Partnership, and upon the occurrence of such an
      event, the Partnership shall continue without dissolution.




The
      death, incompetency, Bankruptcy, dissolution or other cessation to exist as
      a
      legal entity of a Limited Partner shall not, in and of itself, dissolve the
      Partnership. In any such event, the personal representative (as defined in
      the
      Act) of such Limited Partner may exercise all of the rights of such. Limited
      Partner for the purpose of settling such Limited Partner’s estate or
      administering its property, subject to the terms and conditions of this
      Agreement.




**Procedures
      upon Dissolution** **.** Upon
      dissolution of the Partnership, the Partnership shall be terminated and the
      General Partner shall liquidate the assets of the Partnership. The proceeds
      of
      liquidation shall be applied and distributed in the following order or
      priority:




first,
      to
      the satisfaction (whether by payment or the making of reasonable provision
      for
      payment thereof) of the debts and liabilities of the Partnership and the
      expenses of liquidation; and




thereafter,
      to the Developer Partners in proportion to their respective Interests in the
      Partnership.




A
      reasonable time shall be allowed for the orderly liquidation of the assets
      of
      the Partnership and the discharge of liabilities. During the period beginning
      with the dissolution of the Partnership and ending with its liquidation and
      termination of the Agreement pursuant to this Section 8.3, the business affairs
      of the Partnership shall be conducted by the General Partner. During such
      period, the business and affairs of the Partnership shall be conducted so as
      to
      preserve the assets of the Partnership and maintain the status thereof which
      existed immediately prior to such termination.




53




















USE
      OF
      MARK AND MACK-CALI PARTNERS’ NAMES






Section
      9.1  Use
      of
      Mark by Partnership **.
      MDLP, the Partnership and the other signatories thereto will enter into, on
      or
      about the date hereof, into the License Agreement which shall provide for the
      use of the Marks, without a fee, by the signatories thereto.**









54






Section
      9.2  Use
      of
      Special General Partner’s Name **.
      Special General Partner and its Affiliates shall in their sole discretion
      determine whether to permit the use of their names in connection with the
      Partnership. The Developer Partners and their respective Affiliates acknowledge
      and agree that the name of Special General Partner and any of its Affiliates
      may
      not be used by the Developer Partners, any of their respective Affiliates or
      the
      Partnership in connection with the Partnership without the prior written consent
      of Special General Partner.**













Section
      9.3  No
      Use
      of Related Mark **.
      Neither Special General Partner nor its Affiliates shall be permitted to use
      the
      word “Xanadu” in any manner except as provided in the License
      Agreement.**











55


















**MISCELLANEOUS**




**Liability
      Among Partners; Exculpation and Indemnification** **.**




No
      Partner shall be liable to any other Partners or to the Partnership by reason
      of
      its actions or omission in connection with the Partnership except in the case
      of
      actual fraud, gross negligence or willful misconduct. Neither the Partners,
      nor
      any officer, director, manager, member employee, representative, agent or
      affiliate of the Partners, nor any of their respective officers, directors,
      managers or members (each a “ **Covered
      Person** ,”
and
      collectively, the “ **Covered
      Persons** ”)
      shall
      be liable to the Partnership or any other Person who has an interest in or
      claim
      against the Partnership for any loss, damage or claim incurred by reason of
      any
      act or omission performed or omitted by such Covered Person in good faith on
      behalf of the Partnership and in a manner reasonably believed to be within
      the
      scope of the authority conferred on such Covered Person by this Agreement,
      except that a Covered Person shall be liable for any such loss, damage or claim
      incurred by reason of such Covered Person’s fraud, gross negligence or willful
      misconduct.




To
      the
      fullest extent permitted by applicable law, each Covered Person shall be
      entitled to indemnification from the Partnership for any loss, damage or claim
      incurred by such Covered Person by reason of any act or omission performed
      or
      omitted by such Covered Person in good faith on behalf of the Partnership and
      in
      a manner reasonably believed to be within the scope of the authority conferred
      on such Covered Person by this Agreement, except that no Covered Person shall
      be
      entitled to be indemnified in respect of any loss, damage or claim incurred
      by
      such Covered Person by reason of such Covered Person’s fraud, gross negligence
      or willful misconduct with respect to such acts or omissions; provided , however ,
      that
      any indemnity under this Section 9.1 by the Partnership shall be provided out
      of
      and to the extent of Partnership assets only, and the Partners shall not have
      personal liability on account thereof




To
      the
      fullest extent permitted by applicable law, expenses (including legal fees)
      incurred by a Covered Person defending any claim, demand, action, suit or
      proceeding shall, from time to time, be advanced by the Partnership prior to
      the
      final disposition of such claim, demand, action, suit or proceeding upon receipt
      by the Partnership of an undertaking by or on behalf of the Covered Person
      to
      repay such




56


amount
      if
      it shall be determined that the Covered Person is not entitled to be indemnified
      as authorized in this Section 10.1.




A
      Covered
      Person shall be fully protected in relying in good faith upon the records of
      the
      Partnership and upon such information, opinions, reports or statements presented
      to the Partnership by any Person as to matters the Covered Person reasonably
      believes are within such other Person’s professional or expert competence and
      who has been selected with reasonable care by or on behalf of the Partnership,
      including information, opinions, reports or statements as to the value and
      amount of the assets, liabilities, or any other facts pertinent to the existence
      and amount of assets from which distributions to the Partners might properly
      be
      paid.




To
      the
      extent that, at law or in equity, a Covered Person has duties (including
      fiduciary duties) and liabilities relating thereto to the Partnership or to
      any
      other Covered Person, a Covered Person acting under this Agreement shall not
      be
      liable to the Partnership or to any other Covered Person for its good faith
      reliance on the provisions of this Agreement or any approval or authorization
      granted by the Partnership or any other Covered Person. The provisions of this
      Agreement, to the extent that they restrict the duties and liabilities of a
      Covered Person otherwise existing at law or in equity, are agreed by the
      Partners to replace such other duties and liabilities of such Covered
      Person.




Except
      as
      otherwise expressly provided in this Agreement, each Partner shall look solely
      to the assets of the Partnership for all distributions contemplated by this
      Agreement or otherwise with respect to the Partnership and, if applicable,
      such
      Partner’s capital contributions in the Partnership (including return thereof),
      and such Partner’s share of profits or losses thereof, and shall have no
      recourse therefor (upon dissolution or otherwise) against any other Partner.
      Notwithstanding anything to the contrary contained in this Agreement, the
      Partnership, and the General Partner on behalf of the Partnership, shall not
      be
      required to make a distribution to any Partner contemplated by this Agreement
      if
      such distribution would violate the Act or other applicable law.




The
      indemnification rights contained in this Section 10.1 shall be cumulative of,
      and in addition to, any and all rights, remedies and recourses to which the
      Covered Persons shall be entitled, whether pursuant to the provisions of this
      Agreement, at law or in equity.




The
      foregoing provisions of this Section 10.1 shall survive any termination of
      this
      Agreement.




[Intentionally
      Omitted]




**Take
      Down** .
      Pursuant to the Mack-Cali Rights Agreement, the Partners acknowledge and agree
      that the Special General Partner has certain Take Down rights with respect
      to
      the Partnership as more particularly set forth in the Mack-Cali Rights Agreement
      and incorporated by reference herein. Upon the exercise of the Special General
      Partner’s option to Take Down, the General Partner shall cause the Partnership
      to issue limited partnership interests to the




57


Special
      General Partner, and/or its Affiliate(s), in consideration for its obligations
      following a Take-Down and this Agreement shall be amended and restated in
      accordance with this Section 10.3 and with the terms and conditions the
      Mack-Cali Rights Agreement. If the Special General Partner does not exercise
      its
      Take Down option, as more fully described in the Mack-Cali Rights Agreement
      within the time periods and on the conditions described therein then the
      interest of the Special General Partner in the Partnership shall immediately
      terminate and the Special General Partner shall cease to be a partner in the
      Partnership for all purposes, all as more fully described in the Mack-Cali
      Rights Agreement.




**Mediation
      and Arbitration** **.** Unless
      otherwise indicated, capitalized terms in this Section 10.4 that are not defined
      in this Agreement shall be defined as set forth in the Mack-Cali Rights
      Agreement.




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




In
      the
      event that the disputing parties are unable to settle their Dispute through
      mediation within ten (10) Business Days after the mediator has been selected
      as
      provided above, any unresolved Dispute shall be submitted to binding arbitration
      in the State of New York, within five (5) Business Days from the date the
      disputing parties were unable to settle their dispute through mediation, with
      each party to bear its own fees and expenses attributable thereto, before a
      panel of three (3) neutral arbitrators from the Large Complex Case Panel of
      the
      American Arbitration Association (the “ **Arbitrators** ”),
      said
      Arbitrators to be attorneys with at least ten (10) years experience in complex
      real estate and partnership transactions and the tax consequences thereof.
      The
      arbitration shall be conducted in accordance with the then-current commercial
      Arbitration Rules of the American Arbitration Association. The Arbitrators
      shall
      render their decision within ten (10) Business Days after the Dispute is
      submitted to the arbitration panel. In furtherance of the foregoing, it is
      understood and agreed that the decision rendered by the Arbitrators hereunder
      shall be binding and absolutely conclusive upon the parties hereto and may
      be
      enforced by entry of a judgment in any court having jurisdiction. The fees
      and
      expenses of Arbitrators shall be borne equally among the disputing parties.
      To
      the




58


extent,
      if any, that the party or parties prevailing in any such arbitration proceedings
      are required to seek judicial confirmation or enforcement of the Arbitrators’
award, the non-prevailing party or parties shall be obligated to pay for such
      prevailing party’s or parties’ reasonable and actual fees, costs, expenses and
      disbursements incurred in connection with such judicial confirmation and/or
      enforcement. Notwithstanding the foregoing, a party may seek a preliminary
      injunction or other preliminary judicial relief if in its judgment such action
      is necessary to avoid irreparable damage. Despite such action, the parties
      hereto will continue to participate in good faith in the procedures specified
      in
      this Section 10.4(b). All applicable statutes of limitation shall be tolled
      while the procedures specified in this Section 10.4(b) are pending. The
      parties hereto will take such action, if any, required to effectuate such
      tolling.




**No
      Agency Created** **.** Nothing
      herein contained shall be construed to constitute any Partner (or any Affiliate
      thereof) the agent of another Partner or to limit the Partners (or any
      Affiliates thereof) in any manner in the carrying on of their own respective
      businesses or activities. Except as provided in this Agreement, each Partner
      acknowledges and agrees that none of the Partnership or any Partner (or any
      Affiliate of any Partner) shall have any right, by virtue of this Agreement,
      either to participate in, or to share in, any now existing ventures or any
      of
      the other Partners or their respective Affiliates, or in the income or proceeds
      derived from such ventures. Any Partner may engage in and/or possess any
      interest in any other business or real estate venture of any nature and
      description, independently, or with others, including but not limited to, the
      ownership, financing, leasing, operation, management, syndication, brokerage
      and
      development of real property; and neither the Partnership nor any other Partner
      shall have any rights in and to such independent ventures or the income or
      profits derived therefrom.




**Approvals** **.** Except
      as otherwise provided herein, all approvals or consents permitted or required
      to
      be given under this Agreement shall be reasonably given and not unreasonably
      delayed or withheld. In the event that a Partner having a right of approval
      takes no action within a reasonable time (or, if a time is specified in this
      Agreement, then within such specified time) subsequent to receipt of the
      documents or agreements subject to said approval or consent, the approval or
      consent of said Partner shall be deemed to have been given.




**References** **.** References herein to the singular shall include the plural and to the plural
      shall include the singular, and references to one gender shall include the
      other, except where the same shall be not appropriate.




**Effect
      of Consent or Waiver** **.** No
      consent or waiver, express or implied, by any Partner to or of any breach or
      default by any other Partner in the performance by such other Partner of its
      obligations hereunder shall be deemed to be or construed to be a consent or
      waiver to or of any other breach or default by such other Partner in the
      performance by such other Partner of the same or any other obligations of such
      Partner hereunder. Failure on the part of any of the other Partners to declare
      any of the other Partners in default, irrespective of how long such failure
      continues, shall not constitute a waiver by any such Partner of its rights
      hereunder.




**Enforceability** **.** If any
      provisions of this Agreement or the application thereof to any Person or
      circumstances shall be invalid or unenforceable to any extent, the remainder
      of
      this




59


Agreement
      and the application of such provisions to other Persons or circumstances shall
      not be affected thereby and shall be enforced to the greatest extent permitted
      by law.




**Titles
      and Captions** **.** Section
      titles or captions contained in this Agreement are for convenience only and
      shall not be deemed a part of the contents of this Agreement.




**Binding
      Agreement and Express Third Party Beneficiaries** **.** Subject
      to the restrictions on transfer and encumbrances set forth herein, this
      Agreement shall inure to the benefit of and be binding upon the undersigned
      Partners and their heirs, executors, legal representatives, successors and
      assigns. Whenever in this instrument a reference to any Partner is made, such
      reference shall be deemed to include a reference to the heirs, executors, legal
      representatives, successors and assigns of such Partner.




**Governing
      Law** **.** This
      Agreement is made and shall be construed under and in accordance with the laws
      of the State of Delaware (without regard to the conflict of laws provisions
      thereof).




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




If
      to
      General Partner or Limited Partner:





c/o
      Colony Xanadu, LLC


660
      Madison Avenue, Suite 1600


New
      York,
      NY 10021


Attn:
      Richard Saltzman


Telephone:
      212-832-0500


Facsimile
      No.: 212-593-5433


60


And





c/o
      Colony Xanadu,
      LLC


1999
      Avenue of the
      Stars, Suite 1200


Los
      Angeles, CA
      90067


Attn:
      Joy
      Mallory


Telephone:
      310-282-8820


Facsimile
      No.:
      310-282-8808








With
      a
      copy to (which shall not constitute notice):





White
      & Case LLP


1155
      Avenue of the Americas


New
      York,
      NY 10036-2787


Attn:
      John Reiss


Attn:
      Steven Teichman


Facsimile
      No.: 212-354-8113





If
      to
      Special General Partner:





c/o
      Mack-Cali Realty Corporation


P.O.
      Box
      7817


Edison,
      NJ 08818-787


Attn:
      Mitchell E. Hersh, President and Chief Executive Officer


Facsimile
      No.: 732-205-9040





And:  c/o
      Mack-Cali Realty Corporation


P.O.
      Box
      7817


Edison,
      NJ 08818-7817


Attn:  Roger
      W.
      Thomas, Executive Vice President and General Counsel


Facsimile
      No.: 732-205-9015





For
      courier or overnight delivery to Special General Partner





c/o
      Mack-Cali Realty Corporation


343
      Thornall Street


Edison,
      NJ 08837-2206





61


With
      a
      copy to (which shall not constitute notice):





Seyfarth
      Shaw LLP


1270
      Avenue of the Americas


25 th Floor


New
      York,
      New York 10020


Attn:
      John P. Napoli


Attn:
      Stephen Epstein


Facsimile
      No.: 212-218-5527







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




**Covenants,
      Representations and Warranties of the Partners** .
      Each
      Partner represents and warrants to the other Partners as follows:




it
      is
      duly organized, validly existing and in good standing under the laws of its
      jurisdiction of formation with all requisite power and authority to enter into
      this Agreement and to conduct the business of the Partnership;




this
      Agreement constitutes the legal, valid and binding obligation of the Partner
      enforceable in accordance with its terms, subject to the application of
      principles of equity and laws governing insolvency and creditors’ rights
      generally;




no
      consents or approvals (which have not been obtained) are required from any
      governmental authority or other Person for the Partner to enter into this
      Agreement and be admitted to the Partnership. All action on the part of the
      Partner (and its direct or indirect equity owners) necessary for the
      authorization, execution and delivery of this Agreement, and the consummation
      of
      the transactions contemplated hereby, have been duly taken;




the
      execution and delivery of this Agreement by the Partner, and the consummation
      of
      the transactions contemplated hereby, does not conflict with or contravene
      the
      provisions of its organic documents or any agreement or instrument by which
      it
      or its properties are bound or any law, rule, regulations, order or decree
      to
      which it or its properties are subject;




each
      Partner is acquiring its Interest for investment, solely for its own account,
      with the intention of holding such interest for investment and not with a view
      to, or for resale in connection with, any distribution or public offering or
      resale of any portion of such interest within the meaning of the Securities
      Act
      of 1933, as amended from time to time (the “ **Securities
      Act** ”),
      or
      any other applicable federal or state security law, rule or regulations
      (“ **Securities
      Laws** ”);








62


each
      Partner acknowledges that it is aware that its Interest has not been registered
      under the Securities Act or under any other Security Law in reliance upon
      exemptions contained therein. Each Partner understands and acknowledges that
      its
      representations and warranties contained herein are being relied upon by the
      Partnership, the other Partner and the constituent owners of such other Partner
      as the basis for exemption of the issuance of interests in the Partnership
      from
      registration requirements of the Securities Act and other Securities Laws.
      Each
      Partner acknowledges that the Partnership will not and has no obligation to
      register any interest in the Partnership under the Securities Act or other
      Securities Laws;




each
      Partner acknowledges that prior to its execution of this Agreement, it received
      a copy of this agreement and that it examined this documents or caused this
      document to be examined by its representative or attorney. Each Partner does
      hereby further acknowledge that it or its representative or attorney is familiar
      with this Agreement, and with the business and affairs of the Partnership,
      and
      that except as otherwise specifically provided in this Agreement, it does not
      desire any further information or data relating to the Partnership, and
      subsidiary of the Partnership, the Premises or the other Partners. Each Partner
      does hereby acknowledge that it understands that the acquisition of its Interest
      is a speculative investment involving a high degree of risks and does hereby
      represent that is has a net worth sufficient to bear the economic risk of its
      investment in the Partnership and to justify its investing in a highly
      speculative venture of this type;




the
      Partner is in compliance with Executive Order 132324 (September 23, 2001),
      the
      rules and regulations of the Office of Foreign Assets Control, Department of
      Treasury, and any enabling legislation or other Executive Orders in respect
      thereof;




at
      all
      times, including after giving effect to any Transfers permitted pursuant to
      this
      Agreement, (a) none of the funds or other assets of the Partner constitutes
      property of, or are beneficially owned, directly or indirectly, by any person,
      entity or government subject to trade restrictions under U.S. law (including,
      but not limited to, the International Emergency Economic Powers Act, 50 U.S.C.
      §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and
      any Executive Orders or regulations promulgated thereunder) (any such person,
      entity or government, an “ **Embargoed
      Person** ”)
      with
      the result that the investment in the Partner (whether directly or indirectly),
      is prohibited by any applicable law, rule, regulation, order or decree is in
      violation thereof; (b) no Embargoed Person has any interest of any nature
      whatsoever in the Partner with the result that the investment in the Partner
      (whether directly or indirectly), is prohibited by any applicable law,
      regulation, order or decree is in violation thereof; and (c) none of the funds
      of the Partner have been derived from any unlawful activity with the result
      that
      the investment in the Partner (whether directly or indirectly), is prohibited
      by
      any applicable, law, rule, regulations, order or decree is in violation
      thereof;




if
      applicable to such Partner, the Partner has implemented a corporate anti-money
      laundering plan that is reasonably designed to ensure compliance with applicable
      foreign and U.S. anti-money laundering law; and




63


the
      Partner is familiar with the “U.S. Government Blacklists” maintained by
      applicable U.S. Federal agencies and none of its partners, members,
      shareholders, officers or directors are on the “U.S. Government
      Blacklists”.




**Entire
      Agreement** **.** This
      Agreement, unless subsequently amended with the consent of all of the Partners,
      contains the final and entire Agreement among the parties hereto, and they
      shall
      not be bound by any terms, conditions, statements or representations, oral
      or
      written, not herein contained.




**Amendment** **.** This
      Agreement may be amended or modified by (and only by) a written instrument
      signed by all of the Partners, which need not be executed or approved by any
      other Person.




**Counterparts** **.** This
      Agreement may be executed in several counterparts, each of which shall be deemed
      an original but all of which shall constitute one and the same instrument.
      In
      addition, this Agreement may contain more than one counterpart of the signature
      pages and the Agreement may be executed by the affixing of the signatures of
      each of the Partners to one of such counterpart signature pages; all of such
      signature pages shall be read as though one, and they shall have the same force
      and effect as though all of the signers had signed a single solitary
      page.




***[The
      remainder of this page is left intentionally blank; signature pages
      follow]***




64


***[signature
      page attached to A-B Office Meadowlands Mack-Cali***


***Limited
      Partnership Limited Partnership Agreement]***







**IN
      WITNESS WHEREOF** ,
      the
      Partners have executed this Agreement as of the date first above
      written.




**GENERAL
      PARTNER:**





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





By:  Meadowlands
      Developer Limited Partnership, a Delaware


limited
      partnership, its sole member




By:  Meadowlands
      Limited Partnership, a Delaware limited


partnership,
      its general partner





By:  Colony
      Xanadu, LLC, a Delaware limited liability


company,
      its managing general partner





By:  ________________________


Name: __________________


Title: ___________________





65


***[signature
      page attached to A-B Office Meadowlands Mack-Cali***


***Limited
      Partnership Limited Partnership Agreement]***











**LIMITED
      PARTNER**





MEADOWLANDS
      DEVELOPER LIMITED PARTNERSHIP





By:  Meadowlands
      Limited Partnership, a Delaware limited


partnership,
      its general partner





By:  Colony
      Xanadu, LLC, a Delaware limited


liability
      company, its managing general partner


By:  _________________________


Name:
      ___________________


Title: ____________________


66


***[signature
      page attached to A-B Office Meadowlands Mack-Cali***


***Limited
      Partnership Limited Partnership Agreement]***











**SPECIAL
      GENERAL PARTNER**





MACK-CALI
      MEADOWLANDS SPECIAL L.L.C





By:  Mack-Cali
      Realty, L.P., a Delaware limited


Partnership,
      its sole member





By:  Mack-Cali
      Realty Corporation, a Maryland


Corporation,
      its general partner





By:  _________________________


Name: ___________________


Title: ____________________








67







**PARTNERS
      AND PARTNER INFORMATION**







GENERAL
      PARTNER  INTEREST





MEADOWLANDS
      MACK-CALI GP, L.L.C.      0.01%











LIMITED
      PARTNER





MEADOWLANDS
      DEVELOPER LIMITED      99.99%


PARTNERSHIP








SPECIAL
      GENERAL PARTNER





MACK-CALI
      MEADOWLANDS SPECIAL L.L.C.     0.00%




100%





68





**SCHEDULE
      1**




**TENANT
      PARTNERSHIPS**







ERC
      Meadowlands Mills/Mack-Cali Limited Partnership





Baseball
      Meadowlands Mills/Mack-Cali Limited Partnership





A-B
      Office Meadowlands Mack-Cali Limited Partnership





C-D
      Office Meadowlands Mack-Cali Limited Partnership





Hotel
      Meadowlands Mack-Cali Limited Partnership








69


**EXHIBIT
      E**





**AMENDED
      AND RESTATED LIMITED PARTNERSHIP AGREEMENT**


**OF**


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







THIS AMENDED
      AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF C-D OFFICE MEADOWLANDS MACK-CALI
      LIMITED PARTNERSHIP (the “ **Agreement** ”)
      is
      made as of November 22, 2006 by and among MEADOWLANDS MACK-CALI GP, L.L.C.,
      a
      Delaware limited liability company (f/k/a Meadowlands Mills/Mack-Cali GP,
      L.L.C.) (“ **General
      Partner** ”),
      MEADOWLANDS DEVELOPER LIMITED PARTNERSHIP, a Delaware limited partnership (f/k/a
      Meadowlands Mills/Mack-Cali Limited Partnership) (“ **Limited
      Partner** ”
or
      “ **MDLP** ”
and
      together with General Partner, each shall sometimes be referred to herein as
      a
“ **Developer
      Partner** ”
and
      collectively as, the “ **Developer
      Partners** ”),
      and
      MACK-CALI MEADOWLANDS SPECIAL L.L.C., a New Jersey limited liability company
      (“ **Special
      General Partner** ”
      and together with Limited Partner and General Partner, the “ **Partners** ”).






**RECITALS:**




**WHEREAS** ,
      the
      Developer Partners prepared, executed and filed a Certificate of Limited
      Partnership for C-D Office Meadowlands Mack-Cali Limited Partnership (f/k/a
      C-D
      Office Meadowlands Mack-Cali/Mills Limited Partnership) (the “ **Partnership** ”)
      with
      the Secretary of State of Delaware on June 16, 2005, (as amended from time
      to
      time, the “ **Certificate** ”).
      Upon
      filing the Certificate, the Partnership was assigned file number
      3986633;




**WHEREAS** ,
      MDLP
      was formed to develop portions of the site surrounding the Continental Airlines
      Arena (as defined in the Redevelopment Agreement (as hereinafter defined))
      site
      with an entertainment, sports, recreation and retail complex, together with
      office and hotel components, at the Meadowlands Sports Complex and sometimes
      commonly referred to as “ **Meadowlands
      Xanadu** ”;




**WHEREAS** ,
      the
      Partnership was one of five Delaware limited partnerships set forth on **Schedule
      1** attached
      hereto (the “ **Tenant
      Partnerships** ”)
      formed
      by the Developer Partners to acquire a leasehold interest in a portion of
      Meadowlands Xanadu;




**WHEREAS** ,
      the
      Developer Partners entered into that certain Limited Partnership Agreement
      of
      the Partnership dated as of June 16, 2005 (the “ **Original
      Agreement** ”);




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




70








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




**WHEREAS** ,
      the
      Redevelopment Agreement contemplates that certain agreements were to be
      executed, and certain funds were to be paid (including the Development Rights
      Fee (as defined in the Redevelopment Agreement)), and certain actions were
      to be
      taken, upon the occurrence of the Development Rights Fee Funding Date (as
      defined in the Redevelopment Agreement), and that the Development Rights Fee
      Funding Date was to occur on June 30, 2005;




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




**WHEREAS** ,
      in
      connection with the Financial Closing, the following documents (in addition
      to
      certain other documents not herein described), each dated as of June 30, 2005,
      were executed and delivered on behalf of the Partnership: (i) Ground Lease
      (“ **C-D
      Ground Lease** ”)
      by and
      among the NJSEA and the Partnership for the portion of the Project Site commonly
      known as the C-D Office Site (“ **C-D
      Office Site** ”);
      (ii)
      Assignment and Assumption Agreement (referred to in the Redevelopment Agreement
      as a “Component Agreement”) wherein MDLP assigned certain of its rights and
      obligations under the Redevelopment Agreement relating to the C-D Office Site
      to
      the Partnership; and (iii) a memoranda of lease relating to the C-D Ground
      Lease;




**WHEREAS** ,
      in
      connection with the Financial Closing, the following documents (in addition
      to
      those documents listed in the previous recital and in addition to certain other
      documents not herein described), each dated as of June 30, 2005, were executed
      and delivered on behalf of other Tenant Partnerships: (i) ground leases (each
      a
“ **Ground
      Lease** ”
and
      together with the C-D Ground Lease the “ **Ground
      Leases** ”)
      relating to each Component (as defined in the Redevelopment Agreement) portion
      of the Project Site; (ii) four Component Agreements (as defined in the
      Redevelopment Agreement) wherein the Partnership assigned certain of its rights
      and obligations under the Redevelopment Agreement to the Component Entities;
      and
      (iii) four memoranda of lease for each of the other Ground Leases;




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




**WHEREAS** ,
      the
      Ground Leases allocate the amount of the Development Rights Fee to prepaid
      rent
      under the Ground Leases for the first fifteen (15) years of each of the Ground
      Leases, and treat the payment of such amounts as made by the corresponding
      Tenant Partnerships (“**Prepaid
      Rent Allocations**”),
      with
      $21,360,000 of such amount allocated to the C-D Ground
      Lease;




71






**WHEREAS** ,
      at the
      time of the Financial Closing, notwithstanding that the Development Rights
      Fee
      was paid by MDLP to NJSEA, it was the intent of the partners of MDLP that the
      aggregate amount of the Development Rights Fee be allocated to prepaid rent
      among each of the Ground Leases in an amount equal to the Prepaid Rent
      Allocations, and treated as the payment of such amounts by the corresponding
      Tenant Partnerships;




**WHEREAS** ,
      at the
      time of the Financial Closing, notwithstanding that the Development Rights
      Fee
      was paid directly by MDLP to NJSEA, it was the intent of the partners of MDLP
      that the following be deemed to have occurred immediately prior to such payment
      of the Development Rights Fee to the NJSEA:  (i) on June 30,
      2005, MDLP contributed, as capital contributions to the Tenant Partnerships
      and
      General Partner, cash in an aggregate amount equal to the Development Rights
      Fee
      (the “ **Aggregate
      Capital Contributions** ”),
      with
      99.99% of such Aggregate Capital Contributions being made directly to the Tenant
      Partnerships (such capital contributions, the “ **Direct
      Capital Contributions** ”)
      and
      0.01% of such Aggregate Capital Contributions being made to General Partner
      (such capital contributions, the “ **Indirect
      Capital Contributions** ”),
      (ii) General Partner, on June 30, 2005 and immediately after the
      Partnership’s contribution of the Indirect Capital Contributions to General
      Partner, contributed, as capital contributions to the Tenant Partnerships,
      cash
      in an aggregate amount equal to the Indirect Capital Contributions (such capital
      contributions, the “ **GP
      Capital Contributions** ”),
      (iii) the portions of the Direct Capital Contributions and the GP Capital
      Contributions were on such date allocated to each Component Entity based upon
      the allocation of the Development Rights Fee to each Ground Lease as set forth
      in Exhibit B of the Mack-Cali Rights Agreement (as defined below), and
      (iv) each of the Tenant Partnerships paid their respective portion of the
      Development Rights Fee to NJSEA;




**WHEREAS** ,
      simultaneously herewith, MDLP caused all of the MDLP partnership interests
      held
      by Special General Partner, a general partner in MDLP, and its Affiliate,
      Mack-Cali Meadowlands Entertainment L.L.C., a Delaware limited liability company
      (“ **MC
      Entertainment** ”
and
      together with Special General Partner the “ **MC
      Partners** ”),
      a
      limited partner in MDLP, to be redeemed pursuant to that certain Redemption
      Agreement dated as of the date hereof by and among MDLP, Special General
      Partner, MC Entertainment and other signatories thereto, whereby the MC
      Partners’ partnership interests in MDLP were fully and completely redeemed (the
“ **Redemption** ”);




**WHEREAS** ,
      simultaneously herewith the Partners and the Partnership, along with certain
      other entities have entered into that certain Mack-Cali Rights, Obligations
      and
      Option Agreement dated as of the date hereof (the “ **Mack-Cali
      Rights Agreement** ”)
      which
      sets forth certain rights and obligations with respect to the Partnership,
      a
      copy of which Mack-Cali Rights Agreement is annexed hereto as **Exhibit
      A** ;




**WHEREAS** ,
      in
      connection with the Redemption, MDLP distributed to Special General Partner,
      among other consideration, a special, non-economic general partnership interest
      in the Partnership;




72


**WHEREAS** ,
      simultaneously herewith the name of Limited Partner has been changed to
“Meadowlands Developer Limited Partnership” and the name of the General Partner
      has been changed to “Meadowlands Mack-Cali GP, L.L.C.”;




**WHEREAS** ,
      pursuant to the Mack-Cali Rights Agreement, the Special General Partner has
      certain rights to Take Down (as defined below) the Partnership, which rights
      (including economic rights) are more particularly set forth in the Mack-Cali
      Rights Agreement and which rights become effective with respect to the Special
      General Partner’s interest in the Partnership only upon the Special General
      Partner’s exercise of its Take Down option with respect to the Partnership;




**WHEREAS** ,
      in
      connection with the Redemption, the Partnership (among others) and MDLP entered
      into that certain License Agreement to provide for the use of the Marks (as
      defined below), without a fee, by the Partnership; and




**WHEREAS** ,
      in
      connection with the Redemption, this Agreement is being amended to admit the
      Special General Partner as a general partner in the Partnership with a
      non-economic interest in the Partnership. For the avoidance of doubt, the
      parties hereto intend that the Special General Partner shall not be treated
      as a
      partner for tax purposes and the Partnership shall not be treated as a
“partnership” for tax purposes, in each case, prior to the exercise of the Take
      Down.




**NOW,
      THEREFORE** ,
      the
      Partners, by execution of this Agreement, desire to amend the Original Agreement
      and adopt this Agreement in its entirety, set forth their rights and obligations
      with respect to the Partnership as a limited partnership pursuant to and in
      accordance with the Delaware Revised Uniform Limited Partnership Act
      ( 6
      Del.
      C. §
17-101 et  seq .)
      (as
      amended from time to time, the “ **Act** ”),
      and,
      in consideration of the mutual promises and covenants made herein, the Partners
      hereby agree as follows:




**AGREEMENTS:**









DEFINED
      TERMS




The
      following terms and variations thereof shall have the following meanings for
      purposes of this Agreement, unless the context otherwise clearly
      requires:




“ **Act** ”
has
      the
      meaning set forth in the Recitals.




“ **Affiliate(s)** ”
shall
      mean, with respect to any Person, (a) a Person who, directly or indirectly,
      controls, is under common control with, or is controlled by, that Person, (b)
      a
      Person who directly or indirectly owns twenty-five percent (25%) or more of
      the
      issued and outstanding securities or other ownership interests (whether voting
      or non-voting) of that Person, (c) any officer, director, trustee, manager,
      managing member, general partner or beneficiary of such Person, (d) any spouse,
      parent, sibling or descendant of any Person described in clause (b) and (c)
      above, and (e) any trust for the benefit of any Person described in clauses
      (b)
      through (d) above or for any spouse, issue or lineal descendant of any Person
      described in clauses (b)




73


through
      (d) above. For purposes of this definition, “control” (including, with
      correlative meaning, the terms “controlled by” and “under common control with”),
      as used with respect to any Person, shall mean the possession, directly or
      indirectly, of the power to direct or cause the direction of the management
      and
      policies of such Person, whether through the ownership of voting securities,
      by
      contract or otherwise.




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




“ **Agreement** ”
has
      the
      meaning set forth in the Preamble and includes the Original Agreement and all
      amendments hereto.




“ **Amended
      Certificate** ”
has
      the
      meaning set forth in Section 2.1 hereof.




**“Approval
      of the Partners”** shall
      mean the approval in writing by the Partners and, unless otherwise expressly
      provided herein to the contrary, the Partners shall not unreasonably withhold,
      delay or condition such approval.




“ **Arbitrators** ”
has
      the
      meaning set forth in Section 10.4(b) hereof.




“ **Authority
      Agreement** ”
and
      “ **Authority
      Agreements** ”
have
      the meaning set forth in Section 5.2(a)(v) hereof.




**“Bankruptcy** ”
means
      with respect to any Person, if such Person (a) makes an assignment for the
      benefit of creditors, (b) files a voluntary petition in bankruptcy, (c) is
      adjudged a bankrupt or insolvent, or has entered against it an order for relief,
      in any bankruptcy or insolvency proceedings, (d) files a petition or answer
      seeking for itself any reorganization, arrangement, composition, readjustment,
      liquidation or similar relief under any statute, law or regulation, (e) files
      an
      answer or other pleading admitting or failing to contest the material
      allegations of a petition filed against it in any proceeding of this nature,
      (f)
      seeks, consents to or acquiesces in the appointment of a trustee, receiver
      or
      liquidator of the Person or of all or any substantial part of its properties,
      or
      (g) if 120 days after the commencement of any proceeding against the Person
      seeking reorganization, arrangement, composition, readjustment, liquidation
      or
      similar relief under any statute, law or regulation, if the proceeding has
      not
      been dismissed, or if within ninety (90) days after the appointment without
      such
      Person’s consent or acquiescence of a trustee, receiver or liquidator of such
      Person or of all or any substantial part of its properties, the appointment
      is
      not vacated or stayed, or within ninety (90) days after the expiration of any
      such stay, the appointment is not vacated. The foregoing definition of
“Bankruptcy,” in conjunction with Section 8.2(c) of this Agreement, is intended
      to and shall supersede the events of withdrawal set forth in Sections
      17-402(a)(4) and (5) of the Act.




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




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




“ **Certificate** ”
has
      the
      meaning set forth in the Recitals.




“ **Code** ”
means
      the Internal Revenue Code of 1986, as amended or recodified.




74


“ **Covered
      Person** ”
or
      “ **Covered
      Persons** ”
has
      the
      meaning set forth in Section 10.1(a) hereof.




“ **Developer
      Partner** ”
or
      “ **Developer
      Partners** ”
has
      the
      meaning set forth in the Preamble.




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




“ **Disputes** ”
has
      the
      meaning set forth in Section 10.4(a) hereof.




“ **Embargoed
      Person** ”
has
      the
      meaning set forth in Section 10.12(i) hereof.




“ **ERISA** ”
means
      Employee Retirement Income Security Act of 1974, as amended.




“ **ERISA
      Plan** ”
means
      an employee benefit plan, as defined in ERISA Section 3(3), that is subject
      to
      ERISA, or a plan that is subject to Section 4975 of the Code.




“ **Financial
      Closing** ”
has
      the
      meaning set forth in the Recitals.




“ **Fiscal
      Year** ”
means
      the twelve month period ending December 31 of each year; provided that the
      first
      Fiscal Year shall be the period beginning on the date the Partnership is formed
      and ending on December 31, 2005, and the last Fiscal Year shall be the period
      beginning on January 1 of the calendar year in which the final liquidation
      and
      termination of the Partnership is completed and ending on the date such final
      liquidation and termination is completed (to the extent any computation or
      other
      provision hereof provides for an action to be taken on a Fiscal Year basis,
      an
      appropriate proration or other adjustment shall be made in respect of the first
      or final Fiscal Year to reflect that such period is less than a full calendar
      year period).




“ **General
      Partner** ”
means
      Meadowlands Mack-Cali GP, L.L.C. and any Person who becomes a successor or
      additional general partner pursuant to the terms of this Agreement, each in
      its
      capacity as a general partner of the Partnership.




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




“ **Ground
      Lease** ”
or
      “ **Ground
      Leases** ”
has
      the
      meaning set forth in the Recitals.




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




“ **Interest** ”
means
      the entire ownership interest (which may be expressed as a percentage) of a
      Partner in the Partnership at any particular time, including the right of such
      Partner to any and all benefits to which a Partner may be entitled pursuant
      to
      this Agreement, the Mack-Cali Rights Agreement and under the Act, together
      with
      all obligations of such Partner to comply with the terms and provisions of
      this
      Agreement, the Mack-Cali Rights Agreement and the Act. The Interest of each
      Partner is set forth on **Exhibit
      B** hereto,
      as the same is amended from time to time.




75


“ **License
      Agreement** ”
shall
      mean that certain License Agreement, dated on or about the date hereof, by
      and
      among MDLP, the Partnership, ERC Meadowlands Mills/Mack-Cali Limited
      Partnership, A-B Office Meadowlands Mack-Cali Limited Partnership, Hotel
      Meadowlands Mack-Cali Limited Partnership and Baseball Meadowlands
      Mills/Mack-Cali Limited Partnership.




“ **Limited
      Partner** ”
has
      the
      meaning set forth in the Preamble and includes any Person who becomes a
      successor or additional limited partner pursuant to the terms of this Agreement,
      each in its capacity as a limited partner of the Partnership.




“ **Mack-Cali
      Rights Agreement** ”
has
      the
      meaning set forth in the Recitals.




“ **Marks** ”
has
      the
      meaning set forth in the License Agreement.




“ **Major
      Decisions** ”
has
      the
      meaning set forth in Section 5.2.




**“MC
      Entertainment** ”
has
      the
      meaning set forth in the Recitals.




**“MC
      Partners”** has the
      meaning set forth in the Recitals.




“ **MDLP** ”
means
      Meadowlands Developer Limited Partnership (f/k/a Meadowlands Mills/Mack-Cali
      Limited Partnership) and any Person who becomes a successor or additional
      general partner pursuant to the terms of this Agreement, each in its capacity
      as
      a general partner of the Partnership.




**“Meadowlands
      Xanadu”** has the
      meaning set forth in the Recitals.




“ **NJSEA** ”
has
      the
      meaning set forth in the Recitals.




“ **Original
      Agreement** ”
has
      the
      meaning set forth in the Recitals.




“ **Partner** ”
or **“Partners”** has the
      meaning set forth in the Preamble.




“ **Partnership** ”
has
      the
      meaning set forth in the Recitals.




“ **Person** ”
means
      any individual, corporation, partnership, limited liability company, joint
      venture, estate, trust, unincorporated association, any federal, state, county
      or municipal government or any bureau, department or agency thereof and any
      fiduciary acting in such capacity on behalf of any of the
      foregoing.




“ **Premises** ”
has
      the
      meaning assigned to that term in the C-D Ground Lease.




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




“ **Project** ”
shall
      have the meaning specified in the Redevelopment Agreement as it relates solely
      to the C-D Office Site.




“ **Project
      Site** ”
has
      the
      meaning set forth in the Recitals.




76


“ **Redemption** ”
has
      the
      meaning set forth in the Recitals.




“ **Redevelopment
      Agreement** ”
has
      the
      meaning set forth in the Recitals.




“ **ROFR
      Component Entity** ”
or **“ROFR
      Component Entities”** has the
      meaning set forth in the Mack-Cali Rights Agreement.




“ **Securities
      Act** ”
has
      the
      meaning set forth in Section 10.12(e) hereof.




“ **Securities
      Laws** ”
has
      the
      meaning set forth in Section 10.12(e) hereof.




“ **Special
      General Partner** ”
has
      the
      meaning set forth in the Preamble and includes any Person who becomes a
      successor or additional special general partner pursuant to the terms of this
      Agreement, each in its capacity as a special general partner of the
      Partnership.




“ **Take
      Down** ”
has
      the
      meaning ascribed to such term in the Mack-Cali Rights Agreement.




“ **Tenant
      Partnerships** ”
has
      the
      meaning set forth in the Recitals.




“ **Transfer** ”
has
      the
      meaning set forth in Section 7.1 hereof.




“ **Transferor** ”
has
      the
      meaning set forth in Section 7.2(c)(i) hereof.




“ **Transferee** ”
has
      the
      meaning set forth in Section 7.2(c)(i) hereof.














THE
      PARTNERSHIP; partners




**Formation,
      Name and Existence** **.** The
      Developer Partners, prepared, executed and filed a Certificate with the
      Secretary of State of Delaware on June 16, 2005 and the Partners prepared,
      executed and filed or caused to be filed an Amended and Restated Certificate
      of
      Limited Partnership of the Partnership on the date hereof (the “ **Amended
      Certificate** ”).
      The
      Partners hereby confirm and ratify the formation and existence of the
      Partnership under the name “C-D Office Meadowlands Limited Partnership”, as a
      Delaware limited liability partnership, pursuant to the provisions of the Act
      and this Agreement. The existence of the Partnership as a separate legal entity
      shall continue until cancellation of the Amended Certificate as provided in
      the
      Act.




**Partners** **.** The
      names and Interests of the Partners are set forth in **Exhibit
      B** attached
      hereto.




**Special
      General Partner** .
      Special
      General Partner is admitted to the Partnership solely as a general partner
      without economic rights with respect to any capital, profit, loss, deductions,
      credits and allowances of the Partnership or any cash or other property
      distributable by the Partnership.




77


**Purpose** **.** The
      purposes and businesses of the Partnership shall be limited to the following:
      (a) acquiring and holding a leasehold interest in the Premises pursuant to
      the
      C-D Ground Lease; (b) designing, constructing, developing, leasing, operating,
      managing and disposing of the Premises or interests therein; (c) financing
      the
      Premises; and (d) transacting any and all lawful business for which a limited
      partnership may be organized under the laws of the State of Delaware that is
      incident, necessary and appropriate to accomplish the foregoing.




**Tax
      Status** .
      The
      Partners intend that the Partnership constitute an entity disregarded from
      its
      owner for federal income tax purposes and no Partner, or any transferee or
      successor thereto, shall take any action or report anything inconsistent with
      such intended tax status.




**Principal
      Office and Place of Business** **.** The
      principal office and place of business of the Partnership shall be the principal
      office of the General Partner or such other address as the General Partner
      directs. The Partnership may have such additional offices as the General Partner
      deems advisable.




**Registered
      Agent** **.** The
      registered agent of the Partnership shall be Corporation Services Company,
      2711
      Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808.
      The
      General Partner shall have the right to change the registered agent of the
      Partnership at any time in compliance with the Act and the laws of all other
      jurisdictions in which the Partnership may elect to conduct
      business.









CONTRIBUTION
      BY THE PARTNERS




**Initial
      Capital of the Partnership** **.** As a
      result of the transactions described in the Recitals, the Developer Partners
      respectively each contributed a portion of the Aggregate Capital Contributions
      to the capital of the Partnership. No Partner shall be treated as having
      contributed to the Partnership any portion of the Prepaid Rent Allocations
      and
      no Partner shall receive any credit in its capital account for any portion
      of
      the Prepaid Rent Allocations.




**Limitation
      on Withdrawal of Capital** **.** Except
      as expressly provided in this Agreement, no Partner (a) shall have the right
      to
      withdraw or receive any return on its contributions or claim to any Partnership
      capital prior to termination of the Partnership pursuant to Article VIII hereof,
      (b) shall have any right to demand and receive property other than cash in
      return for its contributions, or (c) shall be liable to any other Partner for
      the return of such Partner’s contributions to the Partnership, or any portion
      thereof, it being expressly understood that such return shall be made solely
      from Partnership assets.














PROFIT
      AND LOSSES; DISTRIBUTIONS




**Profits
      and Losses** **.** All
      income, profits, losses, deductions and credits of the Partnership shall be
      allocated to the Developer Partners.




78


**Distributions** .
      Any
      distributions made by the Partnership shall be made to the Developer
      Partners.














MANAGEMENT;
      LEGAL TITLE TO PROPERTY




**Management
      Authority** **.**




Except
      as
      otherwise expressly provided in this Agreement, the Mack-Cali Rights Agreement
      or in the Act, management decisions of the Partnership shall be made solely
      by
      the General Partner, which shall be solely responsible for the conduct of the
      Partnership’s business subject to the provisions of this Agreement, the
      Mack-Cali Rights Agreement and applicable law. The General Partner shall have
      all of the rights, powers, duties and obligations of a general partner as
      provided in the Act and as otherwise provided by law, and any action taken
      by
      the General Partner that is not in violation of this Agreement, the Act or
      other
      applicable law shall constitute the act of and serve to bind the Partnership.
      Except as otherwise expressly provided herein, the Limited Partner shall not
      have or exercise any right in connection with the management of the
      Partnership’s business.




The
      General Partner shall devote itself to the business and purpose of the
      Partnership, as set forth in Section 2.4 above, to the extent reasonably
      necessary for the efficient carrying on thereof (it being acknowledged, however,
      that the General Partner shall not be required to devote its time exclusively
      to
      the operation of the Partnership), without compensation. Whenever requested
      by
      any of the other Partners, the General Partner shall render a just and faithful
      account of all dealings and transactions relating to the business of the
      Partnership. The acts of the General Partner shall bind the Partnership when
      within the scope of the General Partner’s authority expressly granted
      hereunder.




**Major
      Decisions** **.** Unless
      otherwise indicated, capitalized terms in this Section 5.2 that are not defined
      in this Agreement shall be defined as set forth in the Mack-Cali Rights
      Agreement. The Partners shall not take the following decisions (each a
“ **Major
      Decision** ”)
      without the prior written approvals as specified below. In the event of a
      failure to agree on a matter set forth in this Section 5.2, the matter shall
      be
      submitted to mediation and/or arbitration in accordance with Section 10.4 of
      this Agreement.




The
      following decisions or acts with respect to, or on the part of, the Partners
      shall require the prior written Approval of the other Partners, which Approval
      may not be unreasonably withheld, delayed or conditioned by a Partner. If a
      Partner (directly or through its authorized representative) shall request that
      another Partner provides such written approval, the requested Partner (directly
      or through its authorized representatives) shall have ten (10) Business Days
      after receipt of a written request from the requesting Partner to grant or
      deny
      such approval provided that the requested Partner shall have received
      information as reasonably required to render such decision. A failure of the
      requested Partner to provide such written approval or denial within such ten
      (10)




79


Business
      Day period shall be deemed to mean that the requested Partner shall have granted
      such written approval):




Any
      amendment to this Agreement or other organizational documents of the
      Partnership;




Entering
      into, or undertaking of, any agreement, transaction or action relating to the
      Project that (a) is not within the scope of this Agreement, or (b) is not
      contemplated by or within the scope of the Transaction Documents, or (c) is
      not
      related to the ownership, operation or management of any portion of the Project
      as contemplated by this Agreement and the Transaction Documents, in each case,
      if such action or undertaking would have an adverse effect on the Partnership
      or
      the Premises;




Adjusting,
      settling or compromising any claim, obligation, debt, demand, suit or judgment
      against or on behalf of the Partnership, but only if and to the extent such
      adjustment, settlement or compromise would have an adverse effect on the
      Partnership;




To
      the
      extent applicable, establishing or adjusting the gross asset value for any
      contributed or distributed asset (other than cash) to or from the Partnership,
      except as provided herein;




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




Entering
      into any agreement with The New York Football Giants or The New York Football
      Jets that adversely affects the Partnership;




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




Any
      voluntary action or decision which, if undertaken or made, would violate Section
      7 of the Mack-Cali Rights Agreement;




To
      the
      extent applicable, preparation or identification of (and any amendment,
      modification or revision to), for submission to the NJSEA, the Final Project
      Sequencing Plan, Final Traffic and Infrastructure Sequencing Plan, the
      Preliminary Traffic and Infrastructure




80


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




[Intentionally
      Omitted];




To
      the
      extent applicable, designation or selection of the Stakeholders Liaison (as
      such
      term is defined in the Redevelopment Agreement);




To
      the
      extent applicable, enforcement or written waiver of any claim or determination
      related to the assertion of an Authority Interference which Authority
      Interference has an adverse impact on the Partnership or the Premises and which
      assertion occurs prior to four (4) years after the Grand Opening
      Date;




Making
      any distribution or payment by the Partnership to any Person (including any
      party hereto or any Affiliate of any party hereto) that is not expressly
      contemplated by this Agreement;




Causing
      or permitting the Partnership to be in Bankruptcy;




Causing
      the Partnership to incur or obtain bond debt or other public financing
      vehicle(s) other than bond debt or other public financing vehicle(s) that is
      not
      secured by a mortgage, deed of trust or other security instrument encumbering
      the Premises intended to fund Infrastructure Improvement Costs and Program
      Costs, as well as a debt service reserve fund for such loan, capitalized
      interest and other issuance costs related to the loan, as described in the
      Authority Agreements, and having commercially reasonable terms and conditions
      at
      least as favorable as follows:






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







81




The
      granting of any mortgage, deed of trust or other security instrument encumbering
      the Premises other than to secure a loan from a third party that provides for
      the release of the Premises from the lien of the mortgage, deed of trust or
      other security instrument in connection with the Take Down of the Partnership
      as
      contemplated in Section 10 of the Mack-Cali Rights Agreement provided that
      such
      release does not require any additional payment of principal and interest or
      any
      payments, including fees or points, other than reimbursement of reasonable
      legal
      fees to effectuate the same;




[Intentionally
      Omitted]; and




To
      the
      extent applicable, adjusting, settling or compromising any claim, obligation,
      debt, demand, suit or judgment against or on behalf of the Partnership in excess
      of the greater of (a) $1,000,000 in the aggregate, or (b) five percent (5%)
      of
      stabilized net operating income of the Partnership (with such stabilized net
      operating income being defined to mean the net operating income for the third
      full Fiscal Year after Completion (as defined in the Redevelopment Agreement)
      shall have occurred with respect to the Premises).




The
      following decisions and acts with respect to, or on the part of, a Partner
      shall
      require the prior written Approval of the Partners, which approval may be
      granted or withheld in the other Partners’ sole and absolute discretion. If a
      Partner (directly or through its authorized representative) shall request that
      another Partner provides such written approval, the requested Partner (directly
      or through its authorized representatives) shall have ten (10) Business Days
      after receipt of a written request from the requesting Partner to grant or
      deny
      such approval provided that the requested Partner shall have received
      information as reasonably required to render such decision. A failure of the
      requested Partner to provide such written approval or denial within such ten
      (10) Business Day period shall be deemed to mean that the requested Partner
      shall have granted such written approval):




The
      undertaking of any of the following acts if and to the extent inconsistent
      with
      this Agreement or the Partnership’s organizational documents or any of the
      Authority Agreements that would: (a) cause the Partnership’s dissolution or
      termination other than contemporaneous with or subsequent to the sale or other
      disposition of all or substantially all of




82


the
      Partnership’s assets, or (b) cause the Partnership to become an entity other
      than a “limited partnership” organized under the Act (including, without
      limitation, under any conversion statute);




Possessing
      any Partnership or Partner property, or assigning any rights in specific
      property for other than an entity purpose;




Except
      as
      otherwise permitted by this Agreement, admitting or permitting or causing the
      Partnership to admit new or substitute partners, causing the Partnership to
      redeem or repurchase all or any of a Partner’s Interest, agreeing to issue,
      directly or indirectly, any Interests in the Partnership, or granting, issuing
      or agreeing to grant or issue, directly or indirectly, any right, option or
      warrant to subscribe for, purchase, or otherwise acquire Interests in the
      Partnership;




Changing
      the name of the Partnership or the name under which any such entity does
      business from the name(s) set forth in such entity’s organizational
      documents;




Authorizing
      or effectuating a merger or consolidation of the Partnership with or into one
      or
      more other entities;




Authorizing
      or effectuating a dissolution, liquidation, termination or winding up of the
      Partnership other than contemporaneous with or subsequent to a sale or other
      disposition of all or substantially all of the Partnership’s
      assets;




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




Taking
      any affirmative action not contemplated in this Agreement with the intent that
      the Special General Partner shall have personal liability for any of the
      expenses, debts, obligations, liabilities, contracts, judgments or other
      obligations of the Partnership; and




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




**Title
      to Land** **.** Legal
      title to the Premises and other property of the Partnership shall be taken
      and
      at all times held in the name of the Partnership.




83


**Section
      5.4**  **No
      Contracts with Affiliates** **.** Except
      as
      otherwise provided herein, no Partner shall enter into any agreement or other
      arrangement for the furnishing to or by the Partnership of goods or services
      or
      leases, subleases, licenses, concessions or other agreements with any Person
      who
      is an Affiliate of such Partner (including leases of space to Affiliate
      businesses) unless goods or services are provided to the Partnership of such
      lease or other payments are at market rates of compensation and the terms and
      conditions thereof are approved by Special General Partner.













Section
      5.5  Notice
      of Lawsuits, Liens, Defaults under Loans, etc. **Each of the Partners shall notify the other Partners as soon as reasonably
      possible upon receipt of any written notice of: (i) the filing or threatened
      filing of any action in law or in equity naming the Partnership, as a party
      relating in any material way to any portion of the C-D Office Site; or (ii)
      any
      actions to impose material liens of any kind whatsoever or of the imposition
      of
      any lien whatsoever against its assets including the C-D Ground Lease or any
      portion thereof, that may have a material adverse effect on the Partnership.**




84


















FISCAL
      YEAR, BOOKS AND RECORDS, BANK ACCOUNTS




**Fiscal
      Year** **.** The
      Fiscal Year of the Partnership shall be the calendar year.




**Books
      and Records** **.**




There
      shall be kept and maintained at the Partnership’s principal place of business
      full and accurate books and records showing all receipts and expenditures,
      assets and liabilities, profits, losses and distributions, and all other records
      necessary for recording the Partnership’s business and affairs.




The
      books
      of the Partnership shall be kept on the accounting method determined by the
      General Partner and shall show at all times each and every item of income and
      expense.




Each
      Partner shall have the right at all reasonable times and upon reasonable advance
      notice, during usual business hours, to audit, examine, and make copies of
      extracts from the books of account of the Partnership. Such right may be
      exercised through any agent, employee, or independent public accountant
      designated by such Partner. Each Partner shall bear all expenses incurred in
      any
      examination made for such Partner’s account.




**Bank
      Accounts** **.** The
      funds of the Partnership shall be deposited in such bank account or accounts
      of
      the Partnership as the General Partner determines are required, and the General
      Partner shall arrange for the appropriate conduct of such accounts.




**Tax
      Returns and Financial Statements** **.** Tax
      returns and the annual financial statements of the Partnership shall be prepared
      by, or at the direction of, the General Partner as soon as practicable after
      the
      expiration of a tax year and copies of the same shall be delivered to the
      Partners within a reasonable time thereafter.




85












SALE,
      TRANSFER OR MORTGAGE OF INTERESTS




**General** **.** Except
      as expressly permitted in Sections 7.2 and 7.3 of this Agreement or as otherwise
      expressly permitted in this Agreement, no Partner shall directly or indirectly
      sell, assign, transfer, pledge, mortgage, convey, charge or otherwise encumber
      or contract to do or permit any of the foregoing, whether voluntarily or by
      operation of law (herein sometimes collectively called a “ **Transfer** ”),
      or
      suffer any Affiliate or other third party to Transfer, any part or all of its
      Interest or its share of capital, profits, losses, allocations or distributions
      hereunder without the express prior written consent of Special General Partner,
      which consent may be withheld for any or no reason whatsoever. Any attempt
      to
      Transfer in violation of this Article VII shall be null and void. The giving
      of
      consent in any one or more instances of Transfer shall not limit or waive the
      need for such consent in any other or subsequent instances. Transfers of
      ownership interests in Special General Partner or any of its Affiliates
      (including Mack-Cali Realty Corporation or Mack-Cali Realty, L.P.) or Developer
      Partners or any of their respective Affiliates (including Meadowlands Limited
      Partnership, Colony Investors VII, LP, Dune Capital Management LP, Kan Am
      Limited Partnership, The Mills Corporation or The Mills Limited Partnership)
      shall not constitute a “Transfer” hereunder.




**Permitted
      Transfers** .




**Transfers
      By Special General Partner** **.** Without
      the consent of any other Partner, Special General Partner may from time to
      time
      (i) Transfer its Interest, in whole or in part (A) to an Affiliate of such
      Transferor or (B) from an Affiliate to another Affiliate of such Transferor,
      (ii) Transfer the aggregate Interests held by such Transferor and its Affiliates
      to a Person other than an Affiliate so long as (A) such Transferor has the
      right
      to control the day to day operations of such Person and (B) such Transferor
      or
      its Affiliate owns at least fifty percent (50%) of the beneficial interest
      in
      such Person, or (iii) mortgage, pledge or hypothecate all or any portion of
      such
      Interest so long as the Person to which such Interest is mortgaged, pledged
      or
      hypothecated cannot foreclose or otherwise realize upon such collateral and
      elect to become a substitute Partner.




**Transfer
      By the Developer Partner** **.** Without
      the consent of any other Partner, each Developer Partner may from time to time
      (i) Transfer its Interest, in whole or in part (A) to an Affiliate of such
      Transferor or (B) from an Affiliate to another Affiliate of such Transferor,
      (ii) Transfer the aggregate Interests held by such Transferor and its Affiliates
      to a Person other than an Affiliate so long as (A) such Transferor has the
      right
      to control the day to day operations of such Person and (B) such Transferor
      or
      its Affiliate owns at least fifty percent (50%) of the beneficial interest
      in
      such Person, or (iii) mortgage, pledge or hypothecate all or any portion of
      such
      Interest so long as the Person to which such Interest is mortgaged, pledged
      or
      hypothecated cannot foreclose or otherwise realize upon such collateral and
      elect to become a substitute Partner.








86




**Agreements
      with
      Transferees**.





If
      pursuant to the provisions of Sections 7.2(a) or (b), any Partner (“ **Transferor** ”)
      shall
      purport to make a Transfer of any part of its Interest to any Person
      (“ **Transferee** ”),
      no
      such Transfer shall entitle Transferee to any benefits or rights hereunder
      until:




Transferee
      agrees in writing to assume and be bound by all the obligations of Transferor
      and be subject to all the restrictions to which Transferor is subject under
      the
      terms of this Agreement and any agreements with respect to the Project to which
      Transferor is then subject or is then required to be a party; and




Transferor
      and Transferee enter into a written agreement with the Partnership which
      provides (x) in the case of a partial transfer of Interests, that Transferor
      is
      irrevocably designated the proxy of Transferee to exercise all voting and other
      approval rights appurtenant to the Interest acquired by Transferee, (y) that
      Transferor shall remain liable for all obligations arising under this Agreement
      prior to or after such Transfer in respect of the Interest so transferred;
      provided, however, that as to any Transfer to a non-Affiliate of the Transferor,
      Transferor shall only be liable for all obligations arising under this Agreement
      and any agreements with respect to the Project to which Transferor is then
      subject or is then required to be a party from and after such Transfer in
      respect of the Interest so transferred; and (z) that Transferee shall indemnify
      the Partners from and against all claims, losses, liabilities, damages, costs
      and expenses (including reasonable attorneys’ fees and court costs) which may
      arise as a result of any breach by Transferee of its obligations hereunder.




No
      Transferee of any Interest shall make any further disposition except in
      accordance with the terms and conditions hereof.




All
      costs
      and expenses incurred by the Partnership, or the non-transferring Partners,
      in
      connection with any Transfer of a Interest, including any filing or recording
      costs and the fees and disbursements of counsel, shall be paid by
      Transferor.




**Take
      Down by Special General Partner** .
      Notwithstanding anything herein to the contrary, if the Special General Partner
      exercises a Take Down, the provisions of Section 11 of that certain Limited
      Partnership Agreement of Meadowlands Mills/Mack-Cali Limited Partnership, dated
      November 25, 2003, shall be incorporated herein or any amendment or restatement
      hereof pursuant to and in accordance with Section 10.6 of the Mack-Cali Rights
      Agreement.




**Sale
      Rights of Special General Partner and Developer Partners; Right of First
      Offer** **.** Except
      as provided in Section 7.2, no Partner may sell all or any portion of its or
      its
      Affiliates’ Interest at any time prior to the date that is three (3) years after
      the date of issuance of the certificate of occupancy for the core and shell
      of
      the Project.




87






**Restraining
      Order** **.** If any
      Partner shall at any time Transfer or attempt to Transfer its Interest or part
      thereof in violation of the provisions of this Agreement and any rights hereby
      granted, then the other Partners shall, in addition to all rights and remedies
      at law and in equity, be entitled to a decree or order restraining and enjoining
      such Transfer and the offending Partner shall not plead in defense thereto
      that
      there would be an adequate remedy at law; it being hereby expressly acknowledged
      and agreed that damages at law will be an inadequate remedy for a breach or
      threatened breach of the violation of the provisions concerning Transfer set
      forth in this Agreement.




**ERISA** **.** No
      Partner shall Transfer all or any part of its Interests to any party, including
      another Partner, whether or not the Transfer would otherwise be permitted
      hereunder, if the Transfer would result in the assets of the Partnership being
      deemed to include assets of an ERISA Plan. At the request of such other Partners
      and as a condition of the consummation of any Transfer of all or part of a
      Interest to any party, including another Partner, the Partner proposing to
      Transfer all or any part of its Interest shall, at its cost, provide an
      unqualified opinion of counsel, which must be reasonably satisfactory to each
      such other Partners, that the Transfer would not result in the assets of the
      Partnership being deemed to include assets of an ERISA Plan, and in addition
      to
      such other Partner’s rights under Section 7.4, the Partner proposing to Transfer
      shall indemnify and hold harmless such other Partners (except any Partner that
      is the proposed purchaser), from and against any and all loss, cost, tax,
      liability or expense (including but not limited to reasonable attorneys’ fees
      and court costs) which such other Partners may suffer if the Transfer would
      cause the assets of the Partnership being deemed to include assets of any ERISA
      Plan.




**Admission
      of Additional Partners** **.**




No
      Person
      may be admitted as an additional Partner of the Partnership (in contrast with
      admission as a substitute Partner in connection with a Permitted Transfer)
      without the consent of the General Partner and the Special General Partner.




Any
      additional or substitute Partner admitted to the Partnership shall execute
      and
      deliver documentation in form satisfactory to the General Partner accepting
      and
      agreeing to be bound by this Agreement, and such other documentation as the
      General Partner shall reasonably require in order to effect such Person’s
      admission as an additional Partner. The admission of any Person as an additional
      Partner shall become effective on the date upon which the name of such Person
      is
      recorded on the books and records of the Partnership following the consent
      of
      the General Partner to such admission.




**Override
      on Permitted Transfers** .




It
      is
      expressly understood and agreed that any Transfer permitted pursuant to this
      Article VII shall in all instances be prohibited (and, if consummated, shall
      be
      void *ab
      initio* )
      if such
      Transfer does not comply with all applicable laws, rules and regulations and
      other requirements of governmental authorities, including, without limitation,
      Executive Order 13224 (September 23, 2001), the rules and regulations of the
      Office of Foreign Assets Control, Department of Treasury, and any enabling
      legislation or other Executive Orders in respect thereof.




Each
      admitted Partner shall be required to make the
      representations and warranties set forth in Section 10.12 of this Agreement
      to
      the other Partner(s) and the Partnership as of the date of such Partner’s
      admission into the Partnership. Each Partner shall be deemed to make the
      representations and warranties set forth in Section 10.12(h)-(k) of this
      Agreement to the Partners and the Partnership on behalf of any Person that
      acquires a beneficial ownership interest in such Partner as of the date of
      such
      acquisition.






88








TERM,
      DISSOLUTION AND TERMINATION




**Term** **.** The
      Partnership shall have perpetual existence, unless sooner dissolved and
      liquidated in accordance with the provisions hereof.




**Dissolution
      in Certain Events** **.**




The
      Partnership shall be dissolved, and its affairs shall be wound up, upon the
      first to occur of the following: (i) (A) all of the Partners of the Partnership
      approve in writing, or (B) the Partnership sells or otherwise disposes of its
      interest in all or substantially all of its assets or (ii) (A) the occurrence
      of
      an event of withdrawal (as defined in the Act) with respect to a General
      Partner, other than an event of withdrawal set forth in Section 17-402(a)(4)
      or
      (5) of the Act; provided, the Partnership shall not be dissolved and required
      to
      be wound up in connection with any of the events described in this clause
      (ii)(A) if (1) at the time of the occurrence of any such event there is at
      least
      one remaining General Partner of the Partnership who is hereby authorized to
      and
      shall carry on the business of the Partnership, or (2) if at such time there
      is
      no remaining General Partner, if within ninety (90) days after such event of
      withdrawal, the Limited Partner agrees in writing or votes to continue the
      business of the Partnership and to appoint, effective as of the day of
      withdrawal, one or more additional General Partners, or (3) the Partnership
      is
      continued without dissolution in a manner permitted by the Act or this
      Agreement, (B) there are no limited partners of the Partnership unless the
      business of the Partnership is continued in accordance with the Act and this
      Agreement or (C) the entry of a decree of judicial dissolution under Section
      17-802 of the Act.




Upon
      the
      occurrence of any event that results in the General Partner ceasing to be a
      General Partner of the Partnership under the Act, if at the time of the
      occurrence of such event there is at least one remaining General Partner of
      the
      Partnership, such remaining General Partner of the Partnership is hereby
      authorized to and, to the fullest extent permitted by law, shall, carry on
      the
      business of the Partnership. Upon the occurrence of any event that causes the
      last remaining General Partner of the Partnership to cease to be a General
      Partner of the Partnership, to the fullest extent permitted by law, all the
      Partners agree that the “personal representative” of such general partner is
      hereby authorized to, and shall, within ninety (90) days after the occurrence
      of




89


the
      event
      that terminated the continued membership of such General Partner in the
      Partnership, agree in writing (i) to continue the Partnership and (ii) to the
      admission of the personal representative or its nominee or designee, as the
      case
      may be, as a substitute General Partner of the Partnership, effective as of
      the
      occurrence of the event that terminated the continued membership of the last
      remaining General Partner of the Partnership in the Partnership.




Upon
      the
      occurrence of any event that causes the last remaining Limited Partner of the
      Partnership to cease to be a Limited Partner of the Partnership, to the fullest
      extent permitted by law, all the Partners agree that the personal representative
      of such Limited Partner is hereby authorized to, and shall, within ninety (90)
      days after the occurrence of the event that terminated the continued membership
      of such Limited Partner in the Partnership, agree in writing (i) to continue
      the
      Partnership and (ii) to the admission of the personal representative or its
      nominee or designee, as the case may be, as a substitute limited partner of
      the
      Partnership, effective as of the occurrence of the event that terminated the
      continued membership of the last remaining Limited Partner of the Partnership
      in
      the Partnership.




Notwithstanding
      any other provision of this Agreement to the contrary, the Bankruptcy of, or
      the
      occurrence of any event set in Sections 17-402(a)(4) and (5) of the Act with
      respect to, the General Partner shall not cause the General Partner to cease
      to
      be a General Partner of the Partnership, and upon the occurrence of such an
      event, the Partnership shall continue without dissolution.




The
      death, incompetency, Bankruptcy, dissolution or other cessation to exist as
      a
      legal entity of a Limited Partner shall not, in and of itself, dissolve the
      Partnership. In any such event, the personal representative (as defined in
      the
      Act) of such Limited Partner may exercise all of the rights of such. Limited
      Partner for the purpose of settling such Limited Partner’s estate or
      administering its property, subject to the terms and conditions of this
      Agreement.




**Procedures
      upon Dissolution** **.** Upon
      dissolution of the Partnership, the Partnership shall be terminated and the
      General Partner shall liquidate the assets of the Partnership. The proceeds
      of
      liquidation shall be applied and distributed in the following order or
      priority:




first,
      to
      the satisfaction (whether by payment or the making of reasonable provision
      for
      payment thereof) of the debts and liabilities of the Partnership and the
      expenses of liquidation; and




thereafter,
      to the Developer Partners in proportion to their respective Interests in the
      Partnership.




A
      reasonable time shall be allowed for the orderly liquidation of the assets
      of
      the Partnership and the discharge of liabilities. During the period beginning
      with the dissolution of the Partnership and ending with its liquidation and
      termination of the Agreement pursuant to this Section 8.3, the business affairs
      of the Partnership shall be conducted by the General Partner. During such
      period, the business and affairs of the Partnership shall be conducted so as
      to
      preserve the assets of the Partnership and maintain the status thereof which
      existed immediately prior to such termination.




90













USE
      OF
      MARK AND MACK-CALI PARTNERS’ NAMES






Section
      9.1  Use
      of
      Mark by Partnership **.
      MDLP, the Partnership and the other signatories thereto will enter into, on
      or
      about the date hereof, into the License Agreement which shall provide for the
      use of the Marks, without a fee, by the signatories thereto.**









91






Section
      9.2  Use
      of
      Special General Partner’s Name **.
      Special General Partner and its Affiliates shall in their sole discretion
      determine whether to permit the use of their names in connection with the
      Partnership. The Developer Partners and their respective Affiliates acknowledge
      and agree that the name of Special General Partner and any of its Affiliates
      may
      not be used by the Developer Partners, any of their respective Affiliates or
      the
      Partnership in connection with the Partnership without the prior written consent
      of Special General Partner.**








Section
      9.3  No
      Use
      of Related Mark **. 
      Neither Special General Partner nor its Affiliates shall be permitted to use
      the
      word “Xanadu” in any manner except as provided in the License
      Agreement.**











92


















**MISCELLANEOUS**




**Liability
      Among Partners; Exculpation and Indemnification** **.**




No
      Partner shall be liable to any other Partners or to the Partnership by reason
      of
      its actions or omission in connection with the Partnership except in the case
      of
      actual fraud, gross negligence or willful misconduct. Neither the Partners,
      nor
      any officer, director, manager, member employee, representative, agent or
      affiliate of the Partners, nor any of their respective officers, directors,
      managers or members (each a “ **Covered
      Person** ,”
and
      collectively, the “ **Covered
      Persons** ”)
      shall
      be liable to the Partnership or any other Person who has an interest in or
      claim
      against the Partnership for any loss, damage or claim incurred by reason of
      any
      act or omission performed or omitted by such Covered Person in good faith on
      behalf of the Partnership and in a manner reasonably believed to be within
      the
      scope of the authority conferred on such Covered Person by this Agreement,
      except that a Covered Person shall be liable for any such loss, damage or claim
      incurred by reason of such Covered Person’s fraud, gross negligence or willful
      misconduct.




To
      the
      fullest extent permitted by applicable law, each Covered Person shall be
      entitled to indemnification from the Partnership for any loss, damage or claim
      incurred by such Covered Person by reason of any act or omission performed
      or
      omitted by such Covered Person in good faith on behalf of the Partnership and
      in
      a manner reasonably believed to be within the scope of the authority conferred
      on such Covered Person by this Agreement, except that no Covered Person shall
      be
      entitled to be indemnified in respect of any loss, damage or claim incurred
      by
      such Covered Person by reason of such Covered Person’s fraud, gross negligence
      or willful misconduct with respect to such acts or omissions; provided , however ,
      that
      any indemnity under this Section 9.1 by the Partnership shall be provided out
      of
      and to the extent of Partnership assets only, and the Partners shall not have
      personal liability on account thereof




To
      the
      fullest extent permitted by applicable law, expenses (including legal fees)
      incurred by a Covered Person defending any claim, demand, action, suit or
      proceeding shall, from time to time, be advanced by the Partnership prior to
      the
      final disposition of such claim, demand, action, suit or proceeding upon receipt
      by the Partnership of an undertaking by or on behalf of the Covered Person
      to
      repay such amount if it shall be determined that the Covered Person is not
      entitled to be indemnified as authorized in this Section 10.1.




93






A
      Covered
      Person shall be fully protected in relying in good faith upon the records of
      the
      Partnership and upon such information, opinions, reports or statements presented
      to the Partnership by any Person as to matters the Covered Person reasonably
      believes are within such other Person’s professional or expert competence and
      who has been selected with reasonable care by or on behalf of the Partnership,
      including information, opinions, reports or statements as to the value and
      amount of the assets, liabilities, or any other facts pertinent to the existence
      and amount of assets from which distributions to the Partners might properly
      be
      paid.




To
      the
      extent that, at law or in equity, a Covered Person has duties (including
      fiduciary duties) and liabilities relating thereto to the Partnership or to
      any
      other Covered Person, a Covered Person acting under this Agreement shall not
      be
      liable to the Partnership or to any other Covered Person for its good faith
      reliance on the provisions of this Agreement or any approval or authorization
      granted by the Partnership or any other Covered Person. The provisions of this
      Agreement, to the extent that they restrict the duties and liabilities of a
      Covered Person otherwise existing at law or in equity, are agreed by the
      Partners to replace such other duties and liabilities of such Covered
      Person.




Except
      as
      otherwise expressly provided in this Agreement, each Partner shall look solely
      to the assets of the Partnership for all distributions contemplated by this
      Agreement or otherwise with respect to the Partnership and, if applicable,
      such
      Partner’s capital contributions in the Partnership (including return thereof),
      and such Partner’s share of profits or losses thereof, and shall have no
      recourse therefor (upon dissolution or otherwise) against any other Partner.
      Notwithstanding anything to the contrary contained in this Agreement, the
      Partnership, and the General Partner on behalf of the Partnership, shall not
      be
      required to make a distribution to any Partner contemplated by this Agreement
      if
      such distribution would violate the Act or other applicable law.




The
      indemnification rights contained in this Section 10.1 shall be cumulative of,
      and in addition to, any and all rights, remedies and recourses to which the
      Covered Persons shall be entitled, whether pursuant to the provisions of this
      Agreement, at law or in equity.




The
      foregoing provisions of this Section 10.1 shall survive any termination of
      this
      Agreement.




[Intentionally
      Omitted]




**Take
      Down** .
      Pursuant to the Mack-Cali Rights Agreement, the Partners acknowledge and agree
      that the Special General Partner has certain Take Down rights with respect
      to
      the Partnership as more particularly set forth in the Mack-Cali Rights Agreement
      and incorporated by reference herein. Upon the exercise of the Special General
      Partner’s option to Take Down, the General Partner shall cause the Partnership
      to issue limited partnership interests to the




94


Special
      General Partner, and/or its Affiliate(s), in consideration for its obligations
      following a Take-Down and this Agreement shall be amended and restated in
      accordance with this Section 10.3 and with the terms and conditions the
      Mack-Cali Rights Agreement. If the Special General Partner does not exercise
      its
      Take Down option, as more fully described in the Mack-Cali Rights Agreement
      within the time periods and on the conditions described therein then the
      interest of the Special General Partner in the Partnership shall immediately
      terminate and the Special General Partner shall cease to be a partner in the
      Partnership for all purposes, all as more fully described in the Mack-Cali
      Rights Agreement.




**Mediation
      and Arbitration** **.** Unless
      otherwise indicated, capitalized terms in this Section 10.4 that are not defined
      in this Agreement shall be defined as set forth in the Mack-Cali Rights
      Agreement.




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




In
      the
      event that the disputing parties are unable to settle their Dispute through
      mediation within ten (10) Business Days after the mediator has been selected
      as
      provided above, any unresolved Dispute shall be submitted to binding arbitration
      in the State of New York, within five (5) Business Days from the date the
      disputing parties were unable to settle their dispute through mediation, with
      each party to bear its own fees and expenses attributable thereto, before a
      panel of three (3) neutral arbitrators from the Large Complex Case Panel of
      the
      American Arbitration Association (the “ **Arbitrators** ”),
      said
      Arbitrators to be attorneys with at least ten (10) years experience in complex
      real estate and partnership transactions and the tax consequences thereof.
      The
      arbitration shall be conducted in accordance with the then-current commercial
      Arbitration Rules of the American Arbitration Association. The Arbitrators
      shall
      render their decision within ten (10) Business Days after the Dispute is
      submitted to the arbitration panel. In furtherance of the foregoing, it is
      understood and agreed that the decision rendered by the Arbitrators hereunder
      shall be binding and absolutely conclusive upon the parties hereto and may
      be
      enforced by entry of a judgment in any court having jurisdiction. The fees
      and
      expenses of Arbitrators shall be borne equally among the disputing parties.
      To
      the extent, if any, that the party or parties prevailing in any such arbitration
      proceedings are required to seek judicial confirmation or enforcement of the
      Arbitrators’ award, the non-prevailing party or parties shall be obligated to
      pay for such prevailing party’s or parties’ reasonable and actual fees, costs,
      expenses and disbursements incurred in connection with such judicial
      confirmation and/or enforcement. Notwithstanding the foregoing, a party may
      seek
      a preliminary injunction or other preliminary judicial relief if in its judgment
      such action is necessary to avoid irreparable damage. Despite such action,
      the
      parties hereto will continue to participate in good faith in the procedures
      specified in this Section 10.4(b). All applicable statutes of limitation
      shall be tolled while the procedures specified in this Section 10.4(b) are
      pending. The parties hereto will take such action, if any, required to
      effectuate such tolling.




95






**No
      Agency Created** **.** Nothing
      herein contained shall be construed to constitute any Partner (or any Affiliate
      thereof) the agent of another Partner or to limit the Partners (or any
      Affiliates thereof) in any manner in the carrying on of their own respective
      businesses or activities. Except as provided in this Agreement, each Partner
      acknowledges and agrees that none of the Partnership or any Partner (or any
      Affiliate of any Partner) shall have any right, by virtue of this Agreement,
      either to participate in, or to share in, any now existing ventures or any
      of
      the other Partners or their respective Affiliates, or in the income or proceeds
      derived from such ventures. Any Partner may engage in and/or possess any
      interest in any other business or real estate venture of any nature and
      description, independently, or with others, including but not limited to, the
      ownership, financing, leasing, operation, management, syndication, brokerage
      and
      development of real property; and neither the Partnership nor any other Partner
      shall have any rights in and to such independent ventures or the income or
      profits derived therefrom.




**Approvals** **.** Except
      as otherwise provided herein, all approvals or consents permitted or required
      to
      be given under this Agreement shall be reasonably given and not unreasonably
      delayed or withheld. In the event that a Partner having a right of approval
      takes no action within a reasonable time (or, if a time is specified in this
      Agreement, then within such specified time) subsequent to receipt of the
      documents or agreements subject to said approval or consent, the approval or
      consent of said Partner shall be deemed to have been given.




**References** **.** References herein to the singular shall include the plural and to the plural
      shall include the singular, and references to one gender shall include the
      other, except where the same shall be not appropriate.




**Effect
      of Consent or Waiver** **.** No
      consent or waiver, express or implied, by any Partner to or of any breach or
      default by any other Partner in the performance by such other Partner of its
      obligations hereunder shall be deemed to be or construed to be a consent or
      waiver to or of any other breach or default by such other Partner in the
      performance by such other Partner of the same or any other obligations of such
      Partner hereunder. Failure on the part of any of the other Partners to declare
      any of the other Partners in default, irrespective of how long such failure
      continues, shall not constitute a waiver by any such Partner of its rights
      hereunder.




**Enforceability** **.** If any
      provisions of this Agreement or the application thereof to any Person or
      circumstances shall be invalid or unenforceable to any extent, the remainder
      of
      this Agreement and the application of such provisions to other Persons or
      circumstances shall not be affected thereby and shall be enforced to the
      greatest extent permitted by law.




96






**Titles
      and Captions** **.** Section
      titles or captions contained in this Agreement are for convenience only and
      shall not be deemed a part of the contents of this Agreement.




**Binding
      Agreement and Express Third Party Beneficiaries** **.** Subject
      to the restrictions on transfer and encumbrances set forth herein, this
      Agreement shall inure to the benefit of and be binding upon the undersigned
      Partners and their heirs, executors, legal representatives, successors and
      assigns. Whenever in this instrument a reference to any Partner is made, such
      reference shall be deemed to include a reference to the heirs, executors, legal
      representatives, successors and assigns of such Partner.




**Governing
      Law** **.** This
      Agreement is made and shall be construed under and in accordance with the laws
      of the State of Delaware (without regard to the conflict of laws provisions
      thereof).




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




If
      to
      General Partner or Limited Partner:





c/o
      Colony Xanadu, LLC


660
      Madison Avenue, Suite 1600


New
      York,
      NY 10021


Attn:
      Richard Saltzman


Telephone:
      212-832-0500


Facsimile
      No.: 212-593-5433


97


And





c/o
      Colony Xanadu,
      LLC


1999
      Avenue of the
      Stars, Suite 1200


Los
      Angeles, CA
      90067


Attn:
      Joy
      Mallory


Telephone:
      310-282-8820


Facsimile
      No.:
      310-282-8808








With
      a
      copy to (which shall not constitute notice):





White
      & Case LLP


1155
      Avenue of the Americas


New
      York,
      NY 10036-2787


Attn:
      John Reiss


Attn:
      Steven Teichman


Facsimile
      No.: 212-354-8113





If
      to
      Special General Partner:





c/o
      Mack-Cali Realty Corporation


P.O.
      Box
      7817


Edison,
      NJ 08818-787


Attn:
      Mitchell E. Hersh, President and Chief Executive Officer


Facsimile
      No.: 732-205-9040





And:  c/o
      Mack-Cali Realty Corporation


P.O.
      Box
      7817


Edison,
      NJ 08818-7817


Attn:  Roger
      W.
      Thomas, Executive Vice President and General Counsel


Facsimile
      No.: 732-205-9015





For
      courier or overnight delivery to Special General Partner





c/o
      Mack-Cali Realty Corporation


343
      Thornall Street


Edison,
      NJ 08837-2206





98


With
      a
      copy to (which shall not constitute notice):





Seyfarth
      Shaw LLP


1270
      Avenue of the Americas


25 th Floor


New
      York,
      New York 10020


Attn:
      John P. Napoli


Attn:
      Stephen Epstein


Facsimile
      No.: 212-218-5527







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




**Covenants,
      Representations and Warranties of the Partners** .
      Each
      Partner represents and warrants to the other Partners as follows:




it
      is
      duly organized, validly existing and in good standing under the laws of its
      jurisdiction of formation with all requisite power and authority to enter into
      this Agreement and to conduct the business of the Partnership;




this
      Agreement constitutes the legal, valid and binding obligation of the Partner
      enforceable in accordance with its terms, subject to the application of
      principles of equity and laws governing insolvency and creditors’ rights
      generally;




no
      consents or approvals (which have not been obtained) are required from any
      governmental authority or other Person for the Partner to enter into this
      Agreement and be admitted to the Partnership. All action on the part of the
      Partner (and its direct or indirect equity owners) necessary for the
      authorization, execution and delivery of this Agreement, and the consummation
      of
      the transactions contemplated hereby, have been duly taken;




the
      execution and delivery of this Agreement by the Partner, and the consummation
      of
      the transactions contemplated hereby, does not conflict with or contravene
      the
      provisions of its organic documents or any agreement or instrument by which
      it
      or its properties are bound or any law, rule, regulations, order or decree
      to
      which it or its properties are subject;




each
      Partner is acquiring its Interest for investment, solely for its own account,
      with the intention of holding such interest for investment and not with a view
      to, or for resale in connection with, any distribution or public offering or
      resale of any portion of such interest within the meaning of the Securities
      Act
      of 1933, as amended from time to time (the “ **Securities
      Act** ”),
      or
      any other applicable federal or state security law, rule or regulations
      (“ **Securities
      Laws** ”);




each
      Partner acknowledges that it is aware that its Interest has not been registered
      under the Securities Act or under any other Security Law in reliance
      upon




99


exemptions
      contained therein. Each Partner understands and acknowledges that its
      representations and warranties contained herein are being relied upon by the
      Partnership, the other Partner and the constituent owners of such other Partner
      as the basis for exemption of the issuance of interests in the Partnership
      from
      registration requirements of the Securities Act and other Securities Laws.
      Each
      Partner acknowledges that the Partnership will not and has no obligation to
      register any interest in the Partnership under the Securities Act or other
      Securities Laws;




each
      Partner acknowledges that prior to its execution of this Agreement, it received
      a copy of this agreement and that it examined this documents or caused this
      document to be examined by its representative or attorney. Each Partner does
      hereby further acknowledge that it or its representative or attorney is familiar
      with this Agreement, and with the business and affairs of the Partnership,
      and
      that except as otherwise specifically provided in this Agreement, it does not
      desire any further information or data relating to the Partnership, and
      subsidiary of the Partnership, the Premises or the other Partners. Each Partner
      does hereby acknowledge that it understands that the acquisition of its Interest
      is a speculative investment involving a high degree of risks and does hereby
      represent that is has a net worth sufficient to bear the economic risk of its
      investment in the Partnership and to justify its investing in a highly
      speculative venture of this type;




the
      Partner is in compliance with Executive Order 132324 (September 23, 2001),
      the
      rules and regulations of the Office of Foreign Assets Control, Department of
      Treasury, and any enabling legislation or other Executive Orders in respect
      thereof;




at
      all
      times, including after giving effect to any Transfers permitted pursuant to
      this
      Agreement, (a) none of the funds or other assets of the Partner constitutes
      property of, or are beneficially owned, directly or indirectly, by any person,
      entity or government subject to trade restrictions under U.S. law (including,
      but not limited to, the International Emergency Economic Powers Act, 50 U.S.C.
      §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and
      any Executive Orders or regulations promulgated thereunder) (any such person,
      entity or government, an “ **Embargoed
      Person** ”)
      with
      the result that the investment in the Partner (whether directly or indirectly),
      is prohibited by any applicable law, rule, regulation, order or decree is in
      violation thereof; (b) no Embargoed Person has any interest of any nature
      whatsoever in the Partner with the result that the investment in the Partner
      (whether directly or indirectly), is prohibited by any applicable law,
      regulation, order or decree is in violation thereof; and (c) none of the funds
      of the Partner have been derived from any unlawful activity with the result
      that
      the investment in the Partner (whether directly or indirectly), is prohibited
      by
      any applicable, law, rule, regulations, order or decree is in violation
      thereof;




if
      applicable to such Partner, the Partner has implemented a corporate anti-money
      laundering plan that is reasonably designed to ensure compliance with applicable
      foreign and U.S. anti-money laundering law; and




100


the
      Partner is familiar with the “U.S. Government Blacklists” maintained by
      applicable U.S. Federal agencies and none of its partners, members,
      shareholders, officers or directors are on the “U.S. Government
      Blacklists”.




**Entire
      Agreement** **.** This
      Agreement, unless subsequently amended with the consent of all of the Partners,
      contains the final and entire Agreement among the parties hereto, and they
      shall
      not be bound by any terms, conditions, statements or representations, oral
      or
      written, not herein contained.




**Amendment** **.** This
      Agreement may be amended or modified by (and only by) a written instrument
      signed by all of the Partners, which need not be executed or approved by any
      other Person.




**Counterparts** **.** This
      Agreement may be executed in several counterparts, each of which shall be deemed
      an original but all of which shall constitute one and the same instrument.
      In
      addition, this Agreement may contain more than one counterpart of the signature
      pages and the Agreement may be executed by the affixing of the signatures of
      each of the Partners to one of such counterpart signature pages; all of such
      signature pages shall be read as though one, and they shall have the same force
      and effect as though all of the signers had signed a single solitary
      page.




***[The
      remainder of this page is left intentionally blank; signature pages
      follow]***




101


***[signature
      page attached to C-D Office Meadowlands Mack-Cali***


***Limited
      Partnership Limited Partnership Agreement]***







**IN
      WITNESS WHEREOF** ,
      the
      Partners have executed this Agreement as of the date first above
      written.




**GENERAL
      PARTNER:**





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





By:  Meadowlands
      Developer Limited Partnership, a Delaware


limited
      partnership, its sole member




By:  Meadowlands
      Limited Partnership, a Delaware limited


partnership,
      its general partner





By:  Colony
      Xanadu, LLC, a Delaware limited liability


company,
      its managing general partner





By:  ________________________


Name: __________________


Title: ___________________





102


***[signature
      page attached to C-D Office Meadowlands Mack-Cali***


***Limited
      Partnership Limited Partnership Agreement]***











**LIMITED
      PARTNER**





MEADOWLANDS
      DEVELOPER LIMITED PARTNERSHIP





By:  Meadowlands
      Limited Partnership, a Delaware limited


partnership,
      its general partner





By:  Colony
      Xanadu, LLC, a Delaware limited


liability
      company, its managing general partner




By: _________________________


Name:
      ___________________


Title:
      ____________________


103


***[signature
      page attached to C-D Office Meadowlands Mack-Cali***


***Limited
      Partnership Limited Partnership Agreement]***











**SPECIAL
      GENERAL PARTNER**





MACK-CALI
      MEADOWLANDS SPECIAL L.L.C





By:  Mack-Cali
      Realty, L.P., a Delaware limited


Partnership,
      its sole member





By:  Mack-Cali
      Realty Corporation, a Maryland


Corporation,
      its general partner





By:  _________________________


Name:
      ___________________


Title:
      ____________________








104


**PARTNERS
      AND PARTNER INFORMATION**







GENERAL
      PARTNER  INTEREST





MEADOWLANDS
      MACK-CALI GP, L.L.C.      0.01%











LIMITED
      PARTNER





MEADOWLANDS
      DEVELOPER LIMITED      99.99%


PARTNERSHIP








SPECIAL
      GENERAL PARTNER





MACK-CALI
      MEADOWLANDS SPECIAL L.L.C.     0.00%




100%





105





**SCHEDULE
      1**




**TENANT
      PARTNERSHIPS**







ERC
      Meadowlands Mills/Mack-Cali Limited Partnership





Baseball
      Meadowlands Mills/Mack-Cali Limited Partnership





A-B
      Office Meadowlands Mack-Cali Limited Partnership





C-D
      Office Meadowlands Mack-Cali Limited Partnership





Hotel
      Meadowlands Mack-Cali Limited Partnership





106


**EXHIBIT
      F**





**AMENDED
      AND RESTATED LIMITED PARTNERSHIP AGREEMENT**


**OF**


**HOTEL
      MEADOWLANDS MACK-CALI LIMITED PARTNERSHIP**







THIS AMENDED
      AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF HOTEL MEADOWLANDS MACK-CALI
      LIMITED PARTNERSHIP (the “ **Agreement** ”)
      is
      made as of November 22, 2006 by and among MEADOWLANDS MACK-CALI GP, L.L.C.,
      a
      Delaware limited liability company (f/k/a Meadowlands Mills/Mack-Cali GP,
      L.L.C.) (“ **General
      Partner** ”),
      MEADOWLANDS DEVELOPER LIMITED PARTNERSHIP, a Delaware limited partnership (f/k/a
      Meadowlands Mills/Mack-Cali Limited Partnership) (“ **Limited
      Partner** ”
or
      “ **MDLP** ”
and
      together with General Partner, each shall sometimes be referred to herein as
      a
“ **Developer
      Partner** ”
and
      collectively as, the “ **Developer
      Partners** ”),
      and
      MACK-CALI MEADOWLANDS SPECIAL L.L.C., a New Jersey limited liability company
      (“ **Special
      General Partner** ”
      and together with Limited Partner and General Partner, the “ **Partners** ”).






**RECITALS:**




**WHEREAS** ,
      the
      Developer Partners prepared, executed and filed a Certificate of Limited
      Partnership for Hotel Meadowlands Mack-Cali Limited Partnership (f/k/a Hotel
      Meadowlands Mack-Cali/Mills Limited Partnership) (the “ **Partnership** ”)
      with
      the Secretary of State of Delaware on June 16, 2005, (as amended from time
      to
      time, the “ **Certificate** ”).
      Upon
      filing the Certificate, the Partnership was assigned file number
      3986638;




**WHEREAS** ,
      MDLP
      was formed to develop portions of the site surrounding the Continental Airlines
      Arena (as defined in the Redevelopment Agreement (as hereinafter defined))
      site
      with an entertainment, sports, recreation and retail complex, together with
      office and hotel components, at the Meadowlands Sports Complex and sometimes
      commonly referred to as “ **Meadowlands
      Xanadu** ”;




**WHEREAS** ,
      the
      Partnership was one of five Delaware limited partnerships set forth on **Schedule
      1** attached
      hereto (the “ **Tenant
      Partnerships** ”)
      formed
      by the Developer Partners to acquire a leasehold interest in a portion of
      Meadowlands Xanadu;




**WHEREAS** ,
      the
      Developer Partners entered into that certain Limited Partnership Agreement
      of
      the Partnership dated as of June 16, 2005 (the “ **Original
      Agreement** ”);




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




107






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




**WHEREAS** ,
      the
      Redevelopment Agreement contemplates that certain agreements were to be
      executed, and certain funds were to be paid (including the Development Rights
      Fee (as defined in the Redevelopment Agreement)), and certain actions were
      to be
      taken, upon the occurrence of the Development Rights Fee Funding Date (as
      defined in the Redevelopment Agreement), and that the Development Rights Fee
      Funding Date was to occur on June 30, 2005;




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




**WHEREAS** ,
      in
      connection with the Financial Closing, the following documents (in addition
      to
      certain other documents not herein described), each dated as of June 30, 2005,
      were executed and delivered on behalf of the Partnership: (i) Ground Lease
      (“ **Hotel
      Ground Lease** ”)
      by and
      among the NJSEA and the Partnership for the portion of the Project Site commonly
      known as the Hotel Site (“ **Hotel
      Site** ”);
      (ii)
      Assignment and Assumption Agreement (referred to in the Redevelopment Agreement
      as a “Component Agreement”) wherein MDLP assigned certain of its rights and
      obligations under the Redevelopment Agreement relating to the Hotel Site to
      the
      Partnership; and (iii) a memoranda of lease relating to the Hotel Ground
      Lease;




**WHEREAS** ,
      in
      connection with the Financial Closing, the following documents (in addition
      to
      those documents listed in the previous recital and in addition to certain other
      documents not herein described), each dated as of June 30, 2005, were executed
      and delivered on behalf of other Tenant Partnerships: (i) ground leases (each
      a
“ **Ground
      Lease** ”
and
      together with the Hotel Ground Lease the “ **Ground
      Leases** ”)
      relating to each Component (as defined in the Redevelopment Agreement) portion
      of the Project Site; (ii) four Component Agreements (as defined in the
      Redevelopment Agreement) wherein the Partnership assigned certain of its rights
      and obligations under the Redevelopment Agreement to the Component Entities;
      and
      (iii) four memoranda of lease for each of the other Ground Leases;




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




**WHEREAS** ,
      the
      Ground Leases allocate the amount of the Development Rights Fee to prepaid
      rent
      under the Ground Leases for the first fifteen (15) years of each of the Ground
      Leases, and treat the payment of such amounts as made by the corresponding
      Tenant Partnerships (“**Prepaid
      Rent Allocations**”),
      with
      $8,480,000 of such amount allocated to the Hotel Ground
      Lease;




108






**WHEREAS** ,
      at the
      time of the Financial Closing, notwithstanding that the Development Rights
      Fee
      was paid by MDLP to NJSEA, it was the intent of the partners of MDLP that the
      aggregate amount of the Development Rights Fee be allocated to prepaid rent
      among each of the Ground Leases in an amount equal to the Prepaid Rent
      Allocations, and treated as the payment of such amounts by the corresponding
      Tenant Partnerships;




**WHEREAS** ,
      at the
      time of the Financial Closing, notwithstanding that the Development Rights
      Fee
      was paid directly by MDLP to NJSEA, it was the intent of the partners of MDLP
      that the following be deemed to have occurred immediately prior to such payment
      of the Development Rights Fee to the NJSEA:  (i) on June 30,
      2005, MDLP contributed, as capital contributions to the Tenant Partnerships
      and
      General Partner, cash in an aggregate amount equal to the Development Rights
      Fee
      (the “ **Aggregate
      Capital Contributions** ”),
      with
      99.99% of such Aggregate Capital Contributions being made directly to the Tenant
      Partnerships (such capital contributions, the “ **Direct
      Capital Contributions** ”)
      and
      0.01% of such Aggregate Capital Contributions being made to General Partner
      (such capital contributions, the “ **Indirect
      Capital Contributions** ”),
      (ii) General Partner, on June 30, 2005 and immediately after the
      Partnership’s contribution of the Indirect Capital Contributions to General
      Partner, contributed, as capital contributions to the Tenant Partnerships,
      cash
      in an aggregate amount equal to the Indirect Capital Contributions (such capital
      contributions, the “ **GP
      Capital Contributions** ”),
      (iii) the portions of the Direct Capital Contributions and the GP Capital
      Contributions were on such date allocated to each Component Entity based upon
      the allocation of the Development Rights Fee to each Ground Lease as set forth
      in Exhibit B of the Mack-Cali Rights Agreement (as defined below), and
      (iv) each of the Tenant Partnerships paid their respective portion of the
      Development Rights Fee to NJSEA;




**WHEREAS** ,
      simultaneously herewith, MDLP caused all of the MDLP partnership interests
      held
      by Special General Partner, a general partner in MDLP, and its Affiliate,
      Mack-Cali Meadowlands Entertainment L.L.C., a Delaware limited liability company
      (“ **MC
      Entertainment** ”
and
      together with Special General Partner the “ **MC
      Partners** ”),
      a
      limited partner in MDLP, to be redeemed pursuant to that certain Redemption
      Agreement dated as of the date hereof by and among MDLP, Special General
      Partner, MC Entertainment and other signatories thereto, whereby the MC
      Partners’ partnership interests in MDLP were fully and completely redeemed (the
“ **Redemption** ”);




**WHEREAS** ,
      simultaneously herewith the Partners and the Partnership, along with certain
      other entities have entered into that certain Mack-Cali Rights, Obligations
      and
      Option Agreement dated as of the date hereof (the “ **Mack-Cali
      Rights Agreement** ”)
      which
      sets forth certain rights and obligations with respect to the Partnership,
      a
      copy of which Mack-Cali Rights Agreement is annexed hereto as **Exhibit
      A** ;




**WHEREAS** ,
      in
      connection with the Redemption, MDLP distributed to Special General Partner,
      among other consideration, a special, non-economic general partnership interest
      in the Partnership;




109


**WHEREAS** ,
      simultaneously herewith the name of Limited Partner has been changed to
“Meadowlands Developer Limited Partnership” and the name of the General Partner
      has been changed to “Meadowlands Mack-Cali GP, L.L.C.”;




**WHEREAS** ,
      pursuant to the Mack-Cali Rights Agreement, the Special General Partner has
      certain rights to Take Down (as defined below) the Partnership, which rights
      (including economic rights) are more particularly set forth in the Mack-Cali
      Rights Agreement and which rights become effective with respect to the Special
      General Partner’s interest in the Partnership only upon the Special General
      Partner’s exercise of its Take Down option with respect to the Partnership;




**WHEREAS** ,
      in
      connection with the Redemption, the Partnership (among others) and MDLP entered
      into that certain License Agreement to provide for the use of the Marks (as
      defined below), without a fee, by the Partnership; and




**WHEREAS** ,
      in
      connection with the Redemption, this Agreement is being amended to admit the
      Special General Partner as a general partner in the Partnership with a
      non-economic interest in the Partnership. For the avoidance of doubt, the
      parties hereto intend that the Special General Partner shall not be treated
      as a
      partner for tax purposes and the Partnership shall not be treated as a
“partnership” for tax purposes, in each case, prior to the exercise of the Take
      Down.




**NOW,
      THEREFORE** ,
      the
      Partners, by execution of this Agreement, desire to amend the Original Agreement
      and adopt this Agreement in its entirety, set forth their rights and obligations
      with respect to the Partnership as a limited partnership pursuant to and in
      accordance with the Delaware Revised Uniform Limited Partnership Act
      ( 6
      Del.
      C. §
17-101 et  seq .)
      (as
      amended from time to time, the “ **Act** ”),
      and,
      in consideration of the mutual promises and covenants made herein, the Partners
      hereby agree as follows:




**AGREEMENTS:**














DEFINED
      TERMS




The
      following terms and variations thereof shall have the following meanings for
      purposes of this Agreement, unless the context otherwise clearly
      requires:




“ **Act** ”
has
      the
      meaning set forth in the Recitals.




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




110






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




“ **Agreement** ”
has
      the
      meaning set forth in the Preamble and includes the Original Agreement and all
      amendments hereto.




“ **Amended
      Certificate** ”
has
      the
      meaning set forth in Section 2.1 hereof.




**“Approval
      of the Partners”** shall
      mean the approval in writing by the Partners and, unless otherwise expressly
      provided herein to the contrary, the Partners shall not unreasonably withhold,
      delay or condition such approval.




“ **Arbitrators** ”
has
      the
      meaning set forth in Section 10.4(b) hereof.




“ **Authority
      Agreement** ”
and
      “ **Authority
      Agreements** ”
have
      the meaning set forth in Section 5.2(a)(v) hereof.




**“Bankruptcy** ”
means
      with respect to any Person, if such Person (a) makes an assignment for the
      benefit of creditors, (b) files a voluntary petition in bankruptcy, (c) is
      adjudged a bankrupt or insolvent, or has entered against it an order for relief,
      in any bankruptcy or insolvency proceedings, (d) files a petition or answer
      seeking for itself any reorganization, arrangement, composition, readjustment,
      liquidation or similar relief under any statute, law or regulation, (e) files
      an
      answer or other pleading admitting or failing to contest the material
      allegations of a petition filed against it in any proceeding of this nature,
      (f)
      seeks, consents to or acquiesces in the appointment of a trustee, receiver
      or
      liquidator of the Person or of all or any substantial part of its properties,
      or
      (g) if 120 days after the commencement of any proceeding against the Person
      seeking reorganization, arrangement, composition, readjustment, liquidation
      or
      similar relief under any statute, law or regulation, if the proceeding has
      not
      been dismissed, or if within ninety (90) days after the appointment without
      such
      Person’s consent or acquiescence of a trustee, receiver or liquidator of such
      Person or of all or any substantial part of its properties, the appointment
      is
      not vacated or stayed, or within ninety (90) days after the expiration of any
      such stay, the appointment is not vacated. The foregoing definition of
“Bankruptcy,” in conjunction with Section 8.2(c) of this Agreement, is intended
      to and shall supersede the events of withdrawal set forth in Sections
      17-402(a)(4) and (5) of the Act.




“ **Certificate** ”
has
      the
      meaning set forth in the Recitals.




“ **Code** ”
means
      the Internal Revenue Code of 1986, as amended or recodified.




“ **Covered
      Person** ”
or
      “ **Covered
      Persons** ”
has
      the
      meaning set forth in Section 10.1(a) hereof.




111


“ **Developer
      Partner** ”
or
      “ **Developer
      Partners** ”
has
      the
      meaning set forth in the Preamble.




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




“ **Disputes** ”
has
      the
      meaning set forth in Section 10.4(a) hereof.




“ **Embargoed
      Person** ”
has
      the
      meaning set forth in Section 10.12(i) hereof.




“ **ERISA** ”
means
      Employee Retirement Income Security Act of 1974, as amended.




“ **ERISA
      Plan** ”
means
      an employee benefit plan, as defined in ERISA Section 3(3), that is subject
      to
      ERISA, or a plan that is subject to Section 4975 of the Code.




“ **Financial
      Closing** ”
has
      the
      meaning set forth in the Recitals.




“ **Fiscal
      Year** ”
means
      the twelve month period ending December 31 of each year; provided that the
      first
      Fiscal Year shall be the period beginning on the date the Partnership is formed
      and ending on December 31, 2005, and the last Fiscal Year shall be the period
      beginning on January 1 of the calendar year in which the final liquidation
      and
      termination of the Partnership is completed and ending on the date such final
      liquidation and termination is completed (to the extent any computation or
      other
      provision hereof provides for an action to be taken on a Fiscal Year basis,
      an
      appropriate proration or other adjustment shall be made in respect of the first
      or final Fiscal Year to reflect that such period is less than a full calendar
      year period).




“ **General
      Partner** ”
means
      Meadowlands Mack-Cali GP, L.L.C. and any Person who becomes a successor or
      additional general partner pursuant to the terms of this Agreement, each in
      its
      capacity as a general partner of the Partnership.




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




“ **Ground
      Lease** ”
or
      “ **Ground
      Leases** ”
has
      the
      meaning set forth in the Recitals.




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




“ **Hotel
      Site** ”
has
      the
      meaning set forth in the Recitals.




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




“ **Interest** ”
means
      the entire ownership interest (which may be expressed as a percentage) of a
      Partner in the Partnership at any particular time, including the right of such
      Partner to any and all benefits to which a Partner may be entitled pursuant
      to
      this Agreement, the Mack-Cali Rights Agreement and under the Act, together
      with
      all obligations of such Partner to comply with the terms and provisions of
      this
      Agreement, the Mack-Cali Rights Agreement and the Act. The Interest of each
      Partner is set forth on **Exhibit
      B** hereto,
      as the same is amended from time to time.




112


“ **License
      Agreement** ”
shall
      mean that certain License Agreement, dated on or about the date hereof, by
      and
      among MDLP, the Partnership, ERC Meadowlands Mills/Mack-Cali Limited
      Partnership, A-B Office Meadowlands Mack-Cali Limited Partnership, C-D Office
      Meadowlands Mack-Cali Limited Partnership and Baseball Meadowlands
      Mills/Mack-Cali Limited Partnership.




“ **Limited
      Partner** ”
has
      the
      meaning set forth in the Preamble and includes any Person who becomes a
      successor or additional limited partner pursuant to the terms of this Agreement,
      each in its capacity as a limited partner of the Partnership.




“ **Mack-Cali
      Rights Agreement** ”
has
      the
      meaning set forth in the Recitals.




“ **Marks** ”
has
      the
      meaning set forth in the License Agreement.




“ **Major
      Decisions** ”
has
      the
      meaning set forth in Section 5.2.




**“MC
      Entertainment** ”
has
      the
      meaning set forth in the Recitals.




**“MC
      Partners”** has the
      meaning set forth in the Recitals.




“ **MDLP** ”
means
      Meadowlands Developer Limited Partnership (f/k/a Meadowlands Mills/Mack-Cali
      Limited Partnership) and any Person who becomes a successor or additional
      general partner pursuant to the terms of this Agreement, each in its capacity
      as
      a general partner of the Partnership.




**“Meadowlands
      Xanadu”** has the
      meaning set forth in the Recitals.




“ **NJSEA** ”
has
      the
      meaning set forth in the Recitals.




“ **Original
      Agreement** ”
has
      the
      meaning set forth in the Recitals.




“ **Partner** ”
or **“Partners”** has the
      meaning set forth in the Preamble.




“ **Partnership** ”
has
      the
      meaning set forth in the Recitals.




“ **Person** ”
means
      any individual, corporation, partnership, limited liability company, joint
      venture, estate, trust, unincorporated association, any federal, state, county
      or municipal government or any bureau, department or agency thereof and any
      fiduciary acting in such capacity on behalf of any of the
      foregoing.




“ **Premises** ”
has
      the
      meaning assigned to that term in the Hotel Ground Lease.




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




“ **Project** ”
shall
      have the meaning specified in the Redevelopment Agreement as it relates solely
      to the Hotel Site.




“ **Project
      Site** ”
has
      the
      meaning set forth in the Recitals.




113


“ **Redemption** ”
has
      the
      meaning set forth in the Recitals.




“ **Redevelopment
      Agreement** ”
has
      the
      meaning set forth in the Recitals.




“ **ROFR
      Component Entity** ”
or **“ROFR
      Component Entities”** has the
      meaning set forth in the Mack-Cali Rights Agreement.




“ **Securities
      Act** ”
has
      the
      meaning set forth in Section 10.12(e) hereof.




“ **Securities
      Laws** ”
has
      the
      meaning set forth in Section 10.12(e) hereof.




“ **Special
      General Partner** ”
has
      the
      meaning set forth in the Preamble and includes any Person who becomes a
      successor or additional special general partner pursuant to the terms of this
      Agreement, each in its capacity as a special general partner of the
      Partnership.




“ **Take
      Down** ”
has
      the
      meaning ascribed to such term in the Mack-Cali Rights Agreement.




“ **Tenant
      Partnerships** ”
has
      the
      meaning set forth in the Recitals.




“ **Transfer** ”
has
      the
      meaning set forth in Section 7.1 hereof.




“ **Transferor** ”
has
      the
      meaning set forth in Section 7.2(c)(i) hereof.




“ **Transferee** ”
has
      the
      meaning set forth in Section 7.2(c)(i) hereof.














THE
      PARTNERSHIP; partners




**Formation,
      Name and Existence** **.** The
      Developer Partners, prepared, executed and filed a Certificate with the
      Secretary of State of Delaware on June 16, 2005 and the Partners prepared,
      executed and filed or caused to be filed an Amended and Restated Certificate
      of
      Limited Partnership of the Partnership on the date hereof (the “ **Amended
      Certificate** ”).
      The
      Partners hereby confirm and ratify the formation and existence of the
      Partnership under the name “Hotel Meadowlands Limited Partnership”, as a
      Delaware limited liability partnership, pursuant to the provisions of the Act
      and this Agreement. The existence of the Partnership as a separate legal entity
      shall continue until cancellation of the Amended Certificate as provided in
      the
      Act.




**Partners** **.** The
      names and Interests of the Partners are set forth in **Exhibit
      B** attached
      hereto.




**Special
      General Partner** .
      Special
      General Partner is admitted to the Partnership solely as a general partner
      without economic rights with respect to any capital, profit, loss, deductions,
      credits and allowances of the Partnership or any cash or other property
      distributable by the Partnership.




114


**Purpose** **.** The
      purposes and businesses of the Partnership shall be limited to the following:
      (a) acquiring and holding a leasehold interest in the Premises pursuant to
      the
      Hotel Ground Lease; (b) designing, constructing, developing, leasing, operating,
      managing and disposing of the Premises or interests therein; (c) financing
      the
      Premises; and (d) transacting any and all lawful business for which a limited
      partnership may be organized under the laws of the State of Delaware that is
      incident, necessary and appropriate to accomplish the foregoing.




**Tax
      Status** .
      The
      Partners intend that the Partnership constitute an entity disregarded from
      its
      owner for federal income tax purposes and no Partner, or any transferee or
      successor thereto, shall take any action or report anything inconsistent with
      such intended tax status.




**Principal
      Office and Place of Business** **.** The
      principal office and place of business of the Partnership shall be the principal
      office of the General Partner or such other address as the General Partner
      directs. The Partnership may have such additional offices as the General Partner
      deems advisable.




**Registered
      Agent** **.** The
      registered agent of the Partnership shall be Corporation Services Company,
      2711
      Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808.
      The
      General Partner shall have the right to change the registered agent of the
      Partnership at any time in compliance with the Act and the laws of all other
      jurisdictions in which the Partnership may elect to conduct
      business.









CONTRIBUTION
      BY THE PARTNERS




**Initial
      Capital of the Partnership** **.** As a
      result of the transactions described in the Recitals, the Developer Partners
      respectively each contributed a portion of the Aggregate Capital Contributions
      to the capital of the Partnership. No Partner shall be treated as having
      contributed to the Partnership any portion of the Prepaid Rent Allocations
      and
      no Partner shall receive any credit in its capital account for any portion
      of
      the Prepaid Rent Allocations.




**Limitation
      on Withdrawal of Capital** **.** Except
      as expressly provided in this Agreement, no Partner (a) shall have the right
      to
      withdraw or receive any return on its contributions or claim to any Partnership
      capital prior to termination of the Partnership pursuant to Article VIII hereof,
      (b) shall have any right to demand and receive property other than cash in
      return for its contributions, or (c) shall be liable to any other Partner for
      the return of such Partner’s contributions to the Partnership, or any portion
      thereof, it being expressly understood that such return shall be made solely
      from Partnership assets.














PROFIT
      AND LOSSES; DISTRIBUTIONS




**Profits
      and Losses** **.** All
      income, profits, losses, deductions and credits of the Partnership shall be
      allocated to the Developer Partners.




115


**Distributions** .
      Any
      distributions made by the Partnership shall be made to the Developer
      Partners.









MANAGEMENT;
      LEGAL TITLE TO PROPERTY




**Management
      Authority** **.**




Except
      as
      otherwise expressly provided in this Agreement, the Mack-Cali Rights Agreement
      or in the Act, management decisions of the Partnership shall be made solely
      by
      the General Partner, which shall be solely responsible for the conduct of the
      Partnership’s business subject to the provisions of this Agreement, the
      Mack-Cali Rights Agreement and applicable law. The General Partner shall have
      all of the rights, powers, duties and obligations of a general partner as
      provided in the Act and as otherwise provided by law, and any action taken
      by
      the General Partner that is not in violation of this Agreement, the Act or
      other
      applicable law shall constitute the act of and serve to bind the Partnership.
      Except as otherwise expressly provided herein, the Limited Partner shall not
      have or exercise any right in connection with the management of the
      Partnership’s business.




The
      General Partner shall devote itself to the business and purpose of the
      Partnership, as set forth in Section 2.4 above, to the extent reasonably
      necessary for the efficient carrying on thereof (it being acknowledged, however,
      that the General Partner shall not be required to devote its time exclusively
      to
      the operation of the Partnership), without compensation. Whenever requested
      by
      any of the other Partners, the General Partner shall render a just and faithful
      account of all dealings and transactions relating to the business of the
      Partnership. The acts of the General Partner shall bind the Partnership when
      within the scope of the General Partner’s authority expressly granted
      hereunder.




**Major
      Decisions** **.** Unless
      otherwise indicated, capitalized terms in this Section 5.2 that are not defined
      in this Agreement shall be defined as set forth in the Mack-Cali Rights
      Agreement. The Partners shall not take the following decisions (each a
“ **Major
      Decision** ”)
      without the prior written approvals as specified below. In the event of a
      failure to agree on a matter set forth in this Section 5.2, the matter shall
      be
      submitted to mediation and/or arbitration in accordance with Section 10.4 of
      this Agreement.




The
      following decisions or acts with respect to, or on the part of, the Partners
      shall require the prior written Approval of the other Partners, which Approval
      may not be unreasonably withheld, delayed or conditioned by a Partner. If a
      Partner (directly or through its authorized representative) shall request that
      another Partner provides such written approval, the requested Partner (directly
      or through its authorized representatives) shall have ten (10) Business Days
      after receipt of a written request from the requesting Partner to grant or
      deny
      such approval provided that the requested Partner shall have received
      information as reasonably required to render such decision. A failure of the
      requested Partner to provide such written approval or denial within such ten
      (10) Business Day period shall be deemed to mean that the requested Partner
      shall have granted such written approval):




116






Any
      amendment to this Agreement or other organizational documents of the
      Partnership;




Entering
      into, or undertaking of, any agreement, transaction or action relating to the
      Project that (a) is not within the scope of this Agreement, or (b) is not
      contemplated by or within the scope of the Transaction Documents, or (c) is
      not
      related to the ownership, operation or management of any portion of the Project
      as contemplated by this Agreement and the Transaction Documents, in each case,
      if such action or undertaking would have an adverse effect on the Partnership
      or
      the Premises;




Adjusting,
      settling or compromising any claim, obligation, debt, demand, suit or judgment
      against or on behalf of the Partnership, but only if and to the extent such
      adjustment, settlement or compromise would have an adverse effect on the
      Partnership;




To
      the
      extent applicable, establishing or adjusting the gross asset value for any
      contributed or distributed asset (other than cash) to or from the Partnership,
      except as provided herein;




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




Entering
      into any agreement with The New York Football Giants or The New York Football
      Jets that adversely affects the Partnership;




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




Any
      voluntary action or decision which, if undertaken or made, would violate Section
      7 of the Mack-Cali Rights Agreement;




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




117






[Intentionally
      Omitted];




To
      the
      extent applicable, designation or selection of the Stakeholders Liaison (as
      such
      term is defined in the Redevelopment Agreement);




To
      the
      extent applicable, enforcement or written waiver of any claim or determination
      related to the assertion of an Authority Interference which Authority
      Interference has an adverse impact on the Partnership or the Premises and which
      assertion occurs prior to four (4) years after the Grand Opening
      Date;




Making
      any distribution or payment by the Partnership to any Person (including any
      party hereto or any Affiliate of any party hereto) that is not expressly
      contemplated by this Agreement;




Causing
      or permitting the Partnership to be in Bankruptcy;




Causing
      the Partnership to incur or obtain bond debt or other public financing
      vehicle(s) other than bond debt or other public financing vehicle(s) that is
      not
      secured by a mortgage, deed of trust or other security instrument encumbering
      the Premises intended to fund Infrastructure Improvement Costs and Program
      Costs, as well as a debt service reserve fund for such loan, capitalized
      interest and other issuance costs related to the loan, as described in the
      Authority Agreements, and having commercially reasonable terms and conditions
      at
      least as favorable as follows:






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








118








The
      granting of any mortgage, deed of trust or other security instrument encumbering
      the Premises other than to secure a loan from a third party that provides for
      the release of the Premises from the lien of the mortgage, deed of trust or
      other security instrument in connection with the Take Down of the Partnership
      as
      contemplated in Section 10 of the Mack-Cali Rights Agreement provided that
      such
      release does not require any additional payment of principal and interest or
      any
      payments, including fees or points, other than reimbursement of reasonable
      legal
      fees to effectuate the same;




[Intentionally
      Omitted];




To
      the
      extent applicable, adjusting, settling or compromising any claim, obligation,
      debt, demand, suit or judgment against or on behalf of the Partnership in excess
      of the greater of (a) $1,000,000 in the aggregate, or (b) five percent (5%)
      of
      stabilized net operating income of the Partnership (with such stabilized net
      operating income being defined to mean the net operating income for the third
      full Fiscal Year after Completion (as defined in the Redevelopment Agreement)
      shall have occurred with respect to the Premises);




To
      the
      extent applicable, approval of the operator of the Premises; and




To
      the
      extent applicable, approval of the management agreement or operating lease
      with
      the operator respecting the operation of the Premises.




The
      following decisions and acts with respect to, or on the part of, a Partner
      shall
      require the prior written Approval of the Partners, which approval may be
      granted or withheld in the other Partners’ sole and absolute discretion. If a
      Partner (directly or through its authorized representative) shall request that
      another Partner provides such written approval, the requested Partner (directly
      or through its authorized representatives) shall have ten (10) Business Days
      after receipt of a written request from the requesting Partner to grant or
      deny
      such approval provided that the requested Partner shall have received
      information as reasonably required to render such decision. A failure of the
      requested Partner to provide such written approval or denial within such ten
      (10) Business Day period shall be deemed to mean that the requested Partner
      shall have granted such written approval):




119






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




Possessing
      any Partnership or Partner property, or assigning any rights in specific
      property for other than an entity purpose;




Except
      as
      otherwise permitted by this Agreement, admitting or permitting or causing the
      Partnership to admit new or substitute partners, causing the Partnership to
      redeem or repurchase all or any of a Partner’s Interest, agreeing to issue,
      directly or indirectly, any Interests in the Partnership, or granting, issuing
      or agreeing to grant or issue, directly or indirectly, any right, option or
      warrant to subscribe for, purchase, or otherwise acquire Interests in the
      Partnership;




Changing
      the name of the Partnership or the name under which any such entity does
      business from the name(s) set forth in such entity’s organizational
      documents;




Authorizing
      or effectuating a merger or consolidation of the Partnership with or into one
      or
      more other entities;




Authorizing
      or effectuating a dissolution, liquidation, termination or winding up of the
      Partnership other than contemporaneous with or subsequent to a sale or other
      disposition of all or substantially all of the Partnership’s
      assets;




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




Taking
      any affirmative action not contemplated in this Agreement with the intent that
      the Special General Partner shall have personal liability for any of the
      expenses, debts, obligations, liabilities, contracts, judgments or other
      obligations of the Partnership; and




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




**Title
      to Land.**Legal
      title to the Premises and other property of the Partnership shall be taken
      and
      at all times held in the name of the Partnership.




120








Section
      5.4  No
      Contracts with Affiliates . **Except
      as otherwise provided herein, no Partner shall enter into any agreement or
      other
      arrangement for the furnishing to or by the Partnership of goods or services
      or
      leases, subleases, licenses, concessions or other agreements with any Person
      who
      is an Affiliate of such Partner (including leases of space to Affiliate
      businesses) unless goods or services are provided to the Partnership of such
      lease or other payments are at market rates of compensation and the terms and
      conditions thereof are approved by Special General
      Partner.**













Section
      5.5  Notice
      of Lawsuits, Liens, Defaults under Loans, etc. **Each of the Partners shall notify the other Partners as soon as reasonably
      possible upon receipt of any written notice of: (i) the filing or threatened
      filing of any action in law or in equity naming the Partnership, as a party
      relating in any material way to any portion of the Hotel Site; or (ii) any
      actions to impose material liens of any kind whatsoever or of the imposition
      of
      any **lien
      whatsoever against its assets including the Hotel Ground Lease or any portion
      thereof, that may have a material adverse effect on the Partnership.****




121





























FISCAL
      YEAR, BOOKS AND RECORDS, BANK ACCOUNTS




**Fiscal
      Year** **.** The
      Fiscal Year of the Partnership shall be the calendar year.




**Books
      and Records** **.**




There
      shall be kept and maintained at the Partnership’s principal place of business
      full and accurate books and records showing all receipts and expenditures,
      assets and liabilities, profits, losses and distributions, and all other records
      necessary for recording the Partnership’s business and affairs.




The
      books
      of the Partnership shall be kept on the accounting method determined by the
      General Partner and shall show at all times each and every item of income and
      expense.




Each
      Partner shall have the right at all reasonable times and upon reasonable advance
      notice, during usual business hours, to audit, examine, and make copies of
      extracts from the books of account of the Partnership. Such right may be
      exercised through any agent, employee, or independent public accountant
      designated by such Partner. Each Partner shall bear all expenses incurred in
      any
      examination made for such Partner’s account.




**Bank
      Accounts** **.** The
      funds of the Partnership shall be deposited in such bank account or accounts
      of
      the Partnership as the General Partner determines are required, and the General
      Partner shall arrange for the appropriate conduct of such accounts.




**Tax
      Returns and Financial Statements** **.** Tax
      returns and the annual financial statements of the Partnership shall be prepared
      by, or at the direction of, the General Partner as soon as practicable after
      the
      expiration of a tax year and copies of the same shall be delivered to the
      Partners within a reasonable time thereafter.









SALE,
      TRANSFER OR MORTGAGE OF INTERESTS




**General** **.** Except
      as expressly permitted in Sections 7.2 and 7.3 of this Agreement or as otherwise
      expressly permitted in this Agreement, no Partner shall directly or indirectly
      sell, assign, transfer, pledge, mortgage, convey, charge or otherwise encumber
      or contract to do or permit any of the foregoing, whether voluntarily or by
      operation of law (herein sometimes collectively called a “ **Transfer** ”),
      or
      suffer any Affiliate or other third party to Transfer, any part or all of its
      Interest or its share of capital, profits, losses, allocations or distributions
      hereunder without the express prior written consent of Special General Partner,
      which consent may be withheld for any or no reason whatsoever. Any attempt
      to
      Transfer in violation of this Article VII shall be null and void. The giving
      of
      consent in any one or more instances of Transfer shall not limit or waive the
      need for such consent in any other or subsequent instances. Transfers of
      ownership interests in Special General Partner or any of its Affiliates
      (including Mack-Cali Realty Corporation or Mack-Cali Realty, L.P.) or Developer
      Partners or any of their respective Affiliates (including Meadowlands Limited
      Partnership, Colony Investors VII, LP, Dune Capital Management LP, Kan Am
      Limited Partnership, The Mills Corporation or The Mills Limited Partnership)
      shall not constitute a “Transfer” hereunder.




**Permitted
      Transfers** .




**Transfers
      By Special General Partner** **.** Without
      the consent of any other Partner, Special General Partner may from time to
      time
      (i) Transfer its Interest, in whole or in part (A) to an Affiliate of such
      Transferor or (B) from an Affiliate to another Affiliate of such Transferor,
      (ii) Transfer the aggregate Interests held by such Transferor and its Affiliates
      to a Person other than an Affiliate so long as (A) such Transferor has the
      right
      to control the day to day operations of such Person and (B) such Transferor
      or
      its Affiliate owns at least fifty percent (50%) of the beneficial interest
      in
      such Person, or (iii) mortgage, pledge or hypothecate all or any portion of
      such
      Interest so long as the Person to which such Interest is mortgaged, pledged
      or
      hypothecated cannot foreclose or otherwise realize upon such collateral and
      elect to become a substitute Partner.




122






**Transfer
      By the Developer Partner** **.** Without
      the consent of any other Partner, each Developer Partner may from time to time
      (i) Transfer its Interest, in whole or in part (A) to an Affiliate of such
      Transferor or (B) from an Affiliate to another Affiliate of such Transferor,
      (ii) Transfer the aggregate Interests held by such Transferor and its Affiliates
      to a Person other than an Affiliate so long as (A) such Transferor has the
      right
      to control the day to day operations of such Person and (B) such Transferor
      or
      its Affiliate owns at least fifty percent (50%) of the beneficial interest
      in
      such Person, or (iii) mortgage, pledge or hypothecate all or any portion of
      such
      Interest so long as the Person to which such Interest is mortgaged, pledged
      or
      hypothecated cannot foreclose or otherwise realize upon such collateral and
      elect to become a substitute Partner.




**Agreements
      with Transferees** .




If
      pursuant to the provisions of Sections 7.2(a) or (b), any Partner (“ **Transferor** ”)
      shall
      purport to make a Transfer of any part of its Interest to any Person
      (“ **Transferee** ”),
      no
      such Transfer shall entitle Transferee to any benefits or rights hereunder
      until:




Transferee
      agrees in writing to assume and be bound by all the obligations of Transferor
      and be subject to all the restrictions to which Transferor is subject under
      the
      terms of this Agreement and any agreements with respect to the Project to which
      Transferor is then subject or is then required to be a party; and




Transferor
      and Transferee enter into a written agreement with the Partnership which
      provides (x) in the case of a partial transfer of Interests, that Transferor
      is
      irrevocably designated the proxy of Transferee to exercise all voting and other
      approval rights appurtenant to the Interest acquired by Transferee, (y) that
      Transferor shall remain liable for all obligations arising under this Agreement
      prior to or after such Transfer in respect of the Interest so transferred;
      provided, however, that as to any Transfer to a non-Affiliate of the Transferor,
      Transferor shall only be liable for all obligations arising under this Agreement
      and any agreements with respect to the Project to which Transferor is then
      subject or is then required to be a party from and after such Transfer in
      respect of the Interest so transferred; and (z) that Transferee shall indemnify
      the Partners from and against all claims, losses, liabilities, damages, costs
      and expenses (including reasonable attorneys’ fees and court costs) which may
      arise as a result of any breach by Transferee of its obligations hereunder.




123






No
      Transferee of any Interest shall make any further disposition except in
      accordance with the terms and conditions hereof.




All
      costs
      and expenses incurred by the Partnership, or the non-transferring Partners,
      in
      connection with any Transfer of a Interest, including any filing or recording
      costs and the fees and disbursements of counsel, shall be paid by
      Transferor.




**Take
      Down by Special General Partner** .
      Notwithstanding anything herein to the contrary, if the Special General Partner
      exercises a Take Down, the provisions of Section 11 of that certain Limited
      Partnership Agreement of Meadowlands Mills/Mack-Cali Limited Partnership, dated
      November 25, 2003, shall be incorporated herein or any amendment or restatement
      hereof pursuant to and in accordance with Section 10.6 of the Mack-Cali Rights
      Agreement.




**Sale
      Rights of Special General Partner and Developer Partners; Right of First
      Offer** **.** Except
      as provided in Section 7.2, no Partner may sell all or any portion of its or
      its
      Affiliates’ Interest at any time prior to the date that is three (3) years after
      the date of issuance of the certificate of occupancy for the core and shell
      of
      the Project.




**Restraining
      Order** **.** If any
      Partner shall at any time Transfer or attempt to Transfer its Interest or part
      thereof in violation of the provisions of this Agreement and any rights hereby
      granted, then the other Partners shall, in addition to all rights and remedies
      at law and in equity, be entitled to a decree or order restraining and enjoining
      such Transfer and the offending Partner shall not plead in defense thereto
      that
      there would be an adequate remedy at law; it being hereby expressly acknowledged
      and agreed that damages at law will be an inadequate remedy for a breach or
      threatened breach of the violation of the provisions concerning Transfer set
      forth in this Agreement.




**ERISA** **.** No
      Partner shall Transfer all or any part of its Interests to any party, including
      another Partner, whether or not the Transfer would otherwise be permitted
      hereunder, if the Transfer would result in the assets of the Partnership being
      deemed to include assets of an ERISA Plan. At the request of such other Partners
      and as a condition of the consummation of any Transfer of all or part of a
      Interest to any party, including another Partner, the Partner proposing to
      Transfer all or any part of its Interest shall, at its cost, provide an
      unqualified opinion of counsel, which must be reasonably satisfactory to each
      such other Partners, that the Transfer would not result in the assets of the
      Partnership being deemed to include assets of an ERISA Plan, and in addition
      to
      such other Partner’s rights under Section 7.4, the Partner proposing to Transfer
      shall indemnify and hold harmless such other Partners (except any Partner that
      is the proposed purchaser), from and against any and all loss, cost, tax,
      liability or expense (including but not limited to reasonable attorneys’ fees
      and court costs) which such other Partners may suffer if the Transfer would
      cause the assets of the Partnership being deemed to include assets of any ERISA
      Plan.




124


**Admission
      of Additional Partners** **.**




No
      Person
      may be admitted as an additional Partner of the Partnership (in contrast with
      admission as a substitute Partner in connection with a Permitted Transfer)
      without the consent of the General Partner and the Special General Partner.




Any
      additional or substitute Partner admitted to the Partnership shall execute
      and
      deliver documentation in form satisfactory to the General Partner accepting
      and
      agreeing to be bound by this Agreement, and such other documentation as the
      General Partner shall reasonably require in order to effect such Person’s
      admission as an additional Partner. The admission of any Person as an additional
      Partner shall become effective on the date upon which the name of such Person
      is
      recorded on the books and records of the Partnership following the consent
      of
      the General Partner to such admission.




**Override
      on Permitted Transfers** .




It
      is
      expressly understood and agreed that any Transfer permitted pursuant to this
      Article VII shall in all instances be prohibited (and, if consummated, shall
      be
      void *ab
      initio* )
      if such
      Transfer does not comply with all applicable laws, rules and regulations and
      other requirements of governmental authorities, including, without limitation,
      Executive Order 13224 (September 23, 2001), the rules and regulations of the
      Office of Foreign Assets Control, Department of Treasury, and any enabling
      legislation or other Executive Orders in respect thereof.




Each
      admitted Partner shall be required to make the representations and warranties
      set forth in Section 10.12 of this Agreement to the other Partner(s) and the
      Partnership as of the date of such Partner’s admission into the Partnership.
      Each Partner shall be deemed to make the representations and warranties set
      forth in Section 10.12(h)-(k) of this Agreement to the Partners and the
      Partnership on behalf of any Person that acquires a beneficial ownership
      interest in such Partner as of the date of such acquisition.









125







TERM,
      DISSOLUTION AND TERMINATION




**Term** **.** The
      Partnership shall have perpetual existence, unless sooner dissolved and
      liquidated in accordance with the provisions hereof.




**Dissolution
      in Certain Events** **.**




The
      Partnership shall be dissolved, and its affairs shall be wound up, upon the
      first to occur of the following: (i) (A) all of the Partners of the Partnership
      approve in writing, or (B) the Partnership sells or otherwise disposes of its
      interest in all or substantially all of its assets or (ii) (A) the occurrence
      of
      an event of withdrawal (as defined in the Act) with respect to a General
      Partner, other than an event of withdrawal set forth in Section 17-402(a)(4)
      or
      (5) of the Act; provided, the Partnership shall not be dissolved and required
      to
      be wound up in connection with any of the events described in this
      clause (ii)(A) if (1) at the time of the occurrence of any such event there
      is
      at least one remaining General Partner of the Partnership who is hereby
      authorized to and shall carry on the business of the Partnership, or (2) if
      at
      such time there is no remaining General Partner, if within ninety (90) days
      after such event of withdrawal, the Limited Partner agrees in writing or votes
      to continue the business of the Partnership and to appoint, effective as of
      the
      day of withdrawal, one or more additional General Partners, or (3) the
      Partnership is continued without dissolution in a manner permitted by the Act
      or
      this Agreement, (B) there are no limited partners of the Partnership unless
      the
      business of the Partnership is continued in accordance with the Act and this
      Agreement or (C) the entry of a decree of judicial dissolution under Section
      17-802 of the Act.




Upon
      the
      occurrence of any event that results in the General Partner ceasing to be a
      General Partner of the Partnership under the Act, if at the time of the
      occurrence of such event there is at least one remaining General Partner of
      the
      Partnership, such remaining General Partner of the Partnership is hereby
      authorized to and, to the fullest extent permitted by law, shall, carry on
      the
      business of the Partnership. Upon the occurrence of any event that causes the
      last remaining General Partner of the Partnership to cease to be a General
      Partner of the Partnership, to the fullest extent permitted by law, all the
      Partners agree that the “personal representative” of such general partner is
      hereby authorized to, and shall, within ninety (90) days after the occurrence
      of
      the event that terminated the continued membership of such General Partner
      in
      the Partnership, agree in writing (i) to continue the Partnership and (ii)
      to
      the admission of the personal representative or its nominee or designee, as
      the
      case may be, as a substitute General Partner of the Partnership, effective
      as of
      the occurrence of the event that terminated the continued membership of the
      last
      remaining General Partner of the Partnership in the Partnership.




Upon
      the
      occurrence of any event that causes the last remaining Limited Partner of the
      Partnership to cease to be a Limited Partner of the Partnership, to the fullest
      extent permitted by law, all the Partners agree that the personal representative
      of such Limited Partner is hereby authorized to, and shall, within ninety (90)
      days after the occurrence of the event that terminated the continued membership
      of such Limited Partner in the Partnership, agree in writing (i) to continue
      the
      Partnership and (ii) to the admission of the personal representative or its
      nominee or designee, as the case may be, as a substitute limited partner of
      the
      Partnership, effective as of the occurrence of the event that terminated the
      continued membership of the last remaining Limited Partner of the Partnership
      in
      the Partnership.






126






Notwithstanding
      any other provision of this Agreement to the contrary, the Bankruptcy of, or
      the
      occurrence of any event set in Sections 17-402(a)(4) and (5) of the Act with
      respect to, the General Partner shall not cause the General Partner to cease
      to
      be a General Partner of the Partnership, and upon the occurrence of such an
      event, the Partnership shall continue without dissolution.




The
      death, incompetency, Bankruptcy, dissolution or other cessation to exist as
      a
      legal entity of a Limited Partner shall not, in and of itself, dissolve the Partnership.
      In any such event, the personal representative (as defined in the Act) of such
      Limited Partner may exercise all of the rights of such. Limited Partner for
      the
      purpose of settling such Limited Partner’s estate or administering its property,
      subject to the terms and conditions of this Agreement.




**Procedures
      upon Dissolution** **.** Upon
      dissolution of the Partnership, the Partnership shall be terminated and the
      General Partner shall liquidate the assets of the Partnership. The proceeds
      of
      liquidation shall be applied and distributed in the following order or
      priority:




first,
      to
      the satisfaction (whether by payment or the making of reasonable provision
      for
      payment thereof) of the debts and liabilities of the Partnership and the
      expenses of liquidation; and




thereafter,
      to the Developer Partners in proportion to their respective Interests in the
      Partnership.




A
      reasonable time shall be allowed for the orderly liquidation of the assets
      of
      the Partnership and the discharge of liabilities. During the period beginning
      with the dissolution of the Partnership and ending with its liquidation and
      termination of the Agreement pursuant to this Section 8.3, the business affairs
      of the Partnership shall be conducted by the General Partner. During such
      period, the business and affairs of the Partnership shall be conducted so as
      to
      preserve the assets of the Partnership and maintain the status thereof which
      existed immediately prior to such termination.









127




USE
      OF
      MARK AND MACK-CALI PARTNERS’ NAMES













Section
      9.1  Use
      of
      Mark by Partnership **.
      MDLP, the Partnership and the other signatories thereto will enter into, on
      or
      about the date hereof, into the License Agreement which shall provide for the
      use of the Marks, without a fee, by the signatories thereto.**




128




Section
      9.2  Use
      of
      Special General Partner’s Name **.
      Special General Partner and its Affiliates shall in their sole discretion
      determine whether to permit the use of their names in connection with the
      Partnership. The Developer Partners and their respective Affiliates acknowledge
      and agree that the name of Special General Partner and any of its Affiliates
      may
      not be used by the Developer Partners, any of their respective Affiliates or
      the
      Partnership in connection with the Partnership without the prior written consent
      of Special General Partner.**













Section
      9.3  No
      Use
      of Related Mark **.
      Neither Special General Partner nor its Affiliates shall be permitted to use
      the
      word “Xanadu” in any manner except as provided in the License
      Agreement.**




129


























MISCELLANEOUS




**Liability
      Among Partners; Exculpation and Indemnification** **.**




No
      Partner shall be liable to any other Partners or to the Partnership by reason
      of
      its actions or omission in connection with the Partnership except in the case
      of
      actual fraud, gross negligence or willful misconduct. Neither the Partners,
      nor
      any officer, director, manager, member employee, representative, agent or
      affiliate of the Partners, nor any of their respective officers, directors,
      managers or members (each a “ **Covered
      Person** ,”
and
      collectively, the “ **Covered
      Persons** ”)
      shall
      be liable to the Partnership or any other Person who has an interest in or
      claim
      against the Partnership for any loss, damage or claim incurred by reason of
      any
      act or omission performed or omitted by such Covered Person in good faith on
      behalf of the Partnership and in a manner reasonably believed to be within
      the
      scope of the authority conferred on such Covered Person by this Agreement,
      except that a Covered Person shall be liable for any such loss, damage or claim
      incurred by reason of such Covered Person’s fraud, gross negligence or willful
      misconduct.




To
      the
      fullest extent permitted by applicable law, each Covered Person shall be
      entitled to indemnification from the Partnership for any loss, damage or claim
      incurred by such Covered Person by reason of any act or omission performed
      or
      omitted by such Covered Person in good faith on behalf of the Partnership and
      in
      a manner reasonably believed to be within the scope of the authority conferred
      on such Covered Person by this Agreement, except that no Covered Person shall
      be
      entitled to be indemnified in respect of any loss, damage or claim incurred
      by
      such Covered Person by reason of such Covered Person’s fraud, gross negligence
      or willful misconduct with respect to such acts or omissions; provided,however,
      that
      any indemnity under this Section 9.1 by the Partnership shall be provided out
      of
      and to the extent of Partnership assets only, and the Partners shall not have
      personal liability on account thereof




130






To
      the
      fullest extent permitted by applicable law, expenses (including legal fees)
      incurred by a Covered Person defending any claim, demand, action, suit or
      proceeding shall, from time to time, be advanced by the Partnership prior to
      the
      final disposition of such claim, demand, action, suit or proceeding upon receipt
      by the Partnership of an undertaking by or on behalf of the Covered Person
      to
      repay such amount if it shall be determined that the Covered Person is not
      entitled to be indemnified as authorized in this Section 10.1.




A
      Covered
      Person shall be fully protected in relying in good faith upon the records of
      the
      Partnership and upon such information, opinions, reports or statements presented
      to the Partnership by any Person as to matters the Covered Person reasonably
      believes are within such other Person’s professional or expert competence and
      who has been selected with reasonable care by or on behalf of the Partnership,
      including information, opinions, reports or statements as to the value and
      amount of the assets, liabilities, or any other facts pertinent to the existence
      and amount of assets from which distributions to the Partners might properly
      be
      paid.




To
      the
      extent that, at law or in equity, a Covered Person has duties (including
      fiduciary duties) and liabilities relating thereto to the Partnership or to
      any
      other Covered Person, a Covered Person acting under this Agreement shall not
      be
      liable to the Partnership or to any other Covered Person for its good faith
      reliance on the provisions of this Agreement or any approval or authorization
      granted by the Partnership or any other Covered Person. The provisions of this
      Agreement, to the extent that they restrict the duties and liabilities of a
      Covered Person otherwise existing at law or in equity, are agreed by the
      Partners to replace such other duties and liabilities of such Covered
      Person.




Except
      as
      otherwise expressly provided in this Agreement, each Partner shall look solely
      to the assets of the Partnership for all distributions contemplated by this
      Agreement or otherwise with respect to the Partnership and, if applicable,
      such
      Partner’s capital contributions in the Partnership (including return thereof),
      and such Partner’s share of profits or losses thereof, and shall have no
      recourse therefor (upon dissolution or otherwise) against any other Partner.
      Notwithstanding anything to the contrary contained in this Agreement, the
      Partnership, and the General Partner on behalf of the Partnership, shall not
      be
      required to make a distribution to any Partner contemplated by this Agreement
      if
      such distribution would violate the Act or other applicable law.




The
      indemnification rights contained in this Section 10.1 shall be cumulative of,
      and in addition to, any and all rights, remedies and recourses to which the
      Covered Persons shall be entitled, whether pursuant to the provisions of this
      Agreement, at law or in equity.




The
      foregoing provisions of this Section 10.1 shall survive any termination of
      this
      Agreement.




[Intentionally
      Omitted]




**Take
      Down** .
      Pursuant to the Mack-Cali Rights Agreement, the Partners acknowledge and agree
      that the Special General Partner has certain Take Down rights with respect
      to
      the Partnership as more particularly set forth in the Mack-Cali Rights Agreement
      and incorporated by reference herein. Upon the exercise of the Special General
      Partner’s option to Take Down, the General Partner shall cause the Partnership
      to issue limited partnership interests to the Special General Partner, and/or
      its Affiliate(s), in consideration for its obligations following a Take-Down
      and
      this Agreement shall be amended and restated in accordance with this Section
      10.3 and with the terms and conditions the Mack-Cali Rights Agreement. If the
      Special General Partner does not exercise its Take Down option, as more fully
      described in the Mack-Cali Rights Agreement within the time periods and on
      the
      conditions described therein then the interest of the Special General Partner
      in
      the Partnership shall immediately terminate and the Special General Partner
      shall cease to be a partner in the Partnership for all purposes, all as more
      fully described in the Mack-Cali Rights Agreement.






131






**Mediation
      and Arbitration** **.** Unless
      otherwise indicated, capitalized terms in this Section 10.4 that are not defined
      in this Agreement shall be defined as set forth in the Mack-Cali Rights
      Agreement.




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




In
      the
      event that the disputing parties are unable to settle their Dispute through
      mediation within ten (10) Business Days after the mediator has been selected
      as
      provided above, any unresolved Dispute shall be submitted to binding arbitration
      in the State of New York, within five (5) Business Days from the date the
      disputing parties were
      unable to settle their dispute through mediation, with each party to bear its
      own fees and expenses attributable thereto, before a panel of three (3) neutral
      arbitrators from the Large Complex Case Panel of the American Arbitration
      Association (the “ **Arbitrators** ”),
      said
      Arbitrators to be attorneys with at least ten (10) years experience in complex
      real estate and partnership transactions and the tax consequences thereof.
      The
      arbitration shall be conducted in accordance with the then-current commercial
      Arbitration Rules of the American Arbitration Association. The Arbitrators
      shall
      render their decision within ten (10) Business Days after the Dispute is
      submitted to the arbitration panel. In furtherance of the foregoing, it is
      understood and agreed that the decision rendered by the Arbitrators hereunder
      shall be binding and absolutely conclusive upon the parties hereto and may
      be
      enforced by entry of a judgment in any court having jurisdiction. The fees
      and
      expenses of Arbitrators shall be borne equally among the disputing parties.
      To
      the extent, if any, that the party or parties prevailing in any such arbitration
      proceedings are required to seek judicial confirmation or enforcement of the
      Arbitrators’ award, the non-prevailing party or parties shall be obligated to
      pay for such prevailing party’s or parties’ reasonable and actual fees, costs,
      expenses and disbursements incurred in connection with such judicial
      confirmation and/or enforcement. Notwithstanding the foregoing, a party may
      seek
      a preliminary injunction or other preliminary judicial relief if in its judgment
      such action is necessary to avoid irreparable damage. Despite such action,
      the
      parties hereto will continue to participate in good faith in the procedures
      specified in this Section 10.4(b). All applicable statutes of limitation
      shall be tolled while the procedures specified in this Section 10.4(b) are
      pending. The parties hereto will take such action, if any, required to
      effectuate such tolling.






132






**No
      Agency Created** **.** Nothing
      herein contained shall be construed to constitute any Partner (or any Affiliate
      thereof) the agent of another Partner or to limit the Partners (or any
      Affiliates thereof) in any manner in the carrying on of their own respective
      businesses or activities. Except as provided in this Agreement, each Partner
      acknowledges and agrees that none of the Partnership or any Partner (or any
      Affiliate of any Partner) shall have any right, by virtue of this Agreement,
      either to participate in, or to share in, any now existing ventures or any
      of
      the other Partners or their respective Affiliates, or in the income or proceeds
      derived from such ventures. Any Partner may engage in and/or possess any
      interest in any other business or real estate venture of any nature and
      description, independently, or with others, including but not limited to, the
      ownership, financing, leasing, operation, management, syndication, brokerage
      and
      development of real property; and neither the Partnership nor any other Partner
      shall have any rights in and to such independent ventures or the income or
      profits derived therefrom.




**Approvals** **.** Except
      as otherwise provided herein, all approvals or consents permitted or required
      to
      be given under this Agreement shall be reasonably given and not unreasonably
      delayed or withheld. In the event that a Partner having a right of approval
      takes no action within a reasonable time (or, if a time is specified in this
      Agreement, then within such specified time) subsequent to receipt of the
      documents or agreements subject to said approval or consent, the approval or
      consent of said Partner shall be deemed to have been given.




**References** **.** References herein to the singular shall include the plural and to the plural
      shall include the singular, and references to one gender shall include the
      other, except where the same shall be not appropriate.




**Effect
      of Consent or Waiver** **.** No
      consent or waiver, express or implied, by any Partner to or of any breach or
      default by any other Partner in the performance by such other Partner of its
      obligations hereunder shall be deemed to be or construed to be a consent or
      waiver to or of any other breach or default by such other Partner in the
      performance by such other Partner of the same or any other obligations of such
      Partner hereunder. Failure on the part of any of the other Partners to declare
      any of the other Partners in default, irrespective of how long such failure
      continues, shall not constitute a waiver by any such Partner of its rights
      hereunder.






133




**Enforceability** **.** If any
      provisions of this Agreement or the application thereof to any Person or
      circumstances shall be invalid or unenforceable to any extent, the remainder
      of
      this Agreement and the application of such provisions to other Persons or
      circumstances shall not be affected thereby and shall be enforced to the
      greatest extent permitted by law.




**Titles
      and Captions** **.** Section
      titles or captions contained in this Agreement are for convenience only and
      shall not be deemed a part of the contents of this Agreement.




**Binding
      Agreement and Express Third Party Beneficiaries** **.** Subject
      to the restrictions on transfer and encumbrances set forth herein, this
      Agreement shall inure to the benefit of and be binding upon the undersigned
      Partners and their heirs, executors, legal representatives, successors and
      assigns. Whenever in this instrument a reference to any Partner is made, such
      reference shall be deemed to include a reference to the heirs, executors, legal
      representatives, successors and assigns of such Partner.




**Governing
      Law** **.** This
      Agreement is made and shall be construed under and in accordance with the laws
      of the State of Delaware (without regard to the conflict of laws provisions
      thereof).




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




If
      to
      General Partner or Limited Partner:





c/o
      Colony Xanadu, LLC


660
      Madison Avenue, Suite 1600


New
      York,
      NY 10021


Attn:
      Richard Saltzman


Telephone:
      212-832-0500


Facsimile
      No.: 212-593-5433





And





c/o
      Colony Xanadu,
      LLC


1999
      Avenue of the
      Stars, Suite 1200


Los
      Angeles, CA
      90067


Attn:
      Joy
      Mallory


Telephone:
      310-282-8820


Facsimile
      No.:
      310-282-8808








With
      a
      copy to (which shall not constitute notice):





White
      & Case LLP


1155
      Avenue of the Americas


New
      York,
      NY 10036-2787


Attn:
      John Reiss


Attn:
      Steven Teichman


Facsimile
      No.: 212-354-8113





If
      to
      Special General Partner:





c/o
      Mack-Cali Realty Corporation


P.O.
      Box
      7817


Edison,
      NJ 08818-787


Attn:
      Mitchell E. Hersh, President and Chief Executive Officer


Facsimile
      No.: 732-205-9040





And:  c/o
      Mack-Cali Realty Corporation


P.O.
      Box
      7817


Edison,
      NJ 08818-7817


Attn:  Roger
      W.
      Thomas, Executive Vice President and General Counsel


Facsimile
      No.: 732-205-9015





For
      courier or overnight delivery to Special General Partner





c/o
      Mack-Cali Realty Corporation


343
      Thornall Street


Edison,
      NJ 08837-2206


134








With
      a
      copy to (which shall not constitute notice):





Seyfarth
      Shaw LLP


1270
      Avenue of the Americas


25 th Floor


New
      York,
      New York 10020


Attn:
      John P. Napoli


Attn:
      Stephen Epstein


Facsimile
      No.: 212-218-5527







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




**Covenants,
      Representations and Warranties of the Partners** .
      Each
      Partner represents and warrants to the other Partners as follows:




it
      is
      duly organized, validly existing and in good standing under the laws of its
      jurisdiction of formation with all requisite power and authority to enter into
      this Agreement and to conduct the business of the Partnership;




this
      Agreement constitutes the legal, valid and binding obligation of the Partner
      enforceable in accordance with its terms, subject to the application of
      principles of equity and laws governing insolvency and creditors’ rights
      generally;




no
      consents or approvals (which have not been obtained) are required from any
      governmental authority or other Person for the Partner to enter into this
      Agreement and be admitted to the Partnership. All action on the part of the
      Partner (and its direct or indirect equity owners) necessary for the
      authorization, execution and delivery of this Agreement, and the consummation
      of
      the transactions contemplated hereby, have been duly taken;




the
      execution and delivery of this Agreement by the Partner, and the consummation
      of
      the transactions contemplated hereby, does not conflict with or contravene
      the
      provisions of its organic documents or any agreement or instrument by which
      it
      or its properties are bound or any law, rule, regulations, order or decree
      to
      which it or its properties are subject;




each
      Partner is acquiring its Interest for investment, solely for its own account,
      with the intention of holding such interest for investment and not with a view
      to, or for resale in connection with, any distribution or public offering or
      resale of any portion of such interest within the meaning of the Securities
      Act
      of 1933, as amended from time to time (the “ **Securities
      Act** ”),
      or
      any other applicable federal or state security law, rule or regulations
      (“ **Securities
      Laws** ”);




135


each
      Partner acknowledges that it is aware that its Interest has not been registered
      under the Securities Act or under any other Security Law in reliance upon
      exemptions contained therein. Each Partner understands and acknowledges that
      its
      representations and warranties contained herein are being relied upon by the
      Partnership, the other Partner and the constituent owners of such other Partner
      as the basis for exemption of the issuance of interests in the Partnership
      from
      registration requirements of the Securities Act and other Securities Laws.
      Each
      Partner acknowledges that the Partnership will not and has no obligation to
      register any interest in the Partnership under the Securities Act or other
      Securities Laws;




each
      Partner acknowledges that prior to its execution of this Agreement, it received
      a copy of this agreement and that it examined this documents or caused this
      document to be examined by its representative or attorney. Each Partner does
      hereby further acknowledge that it or its representative or attorney is familiar
      with this Agreement, and with the business and affairs of the Partnership,
      and
      that except as otherwise specifically provided in this Agreement, it does not
      desire any further information or data relating to the Partnership, and
      subsidiary of the Partnership, the Premises or the other Partners. Each Partner
      does hereby acknowledge that it understands that the acquisition of its Interest
      is a speculative investment involving a high degree of risks and does hereby
      represent that is has a net worth sufficient to bear the economic risk of its
      investment in the Partnership and to justify its investing in a highly
      speculative venture of this type;




the
      Partner is in compliance with Executive Order 132324 (September 23, 2001),
      the
      rules and regulations of the Office of Foreign Assets Control, Department of
      Treasury, and any enabling legislation or other Executive Orders in respect
      thereof;




at
      all
      times, including after giving effect to any Transfers permitted pursuant to
      this
      Agreement, (a) none of the funds or other assets of the Partner constitutes
      property of, or are beneficially owned, directly or indirectly, by any person,
      entity or government subject to trade restrictions under U.S. law (including,
      but not limited to, the International Emergency Economic Powers Act, 50 U.S.C.
      §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and
      any Executive Orders or regulations promulgated thereunder) (any such person,
      entity or government, an “ **Embargoed
      Person** ”)
      with
      the result that the investment in the Partner (whether directly or indirectly),
      is prohibited by any applicable law, rule, regulation, order or decree is in
      violation thereof; (b) no Embargoed Person has any interest of any nature
      whatsoever in the Partner with the result that the investment in the Partner
      (whether directly or indirectly), is prohibited by any applicable law,
      regulation, order or decree is in violation thereof; and (c) none of the funds
      of the Partner have been derived from any unlawful activity with the result
      that
      the investment in the Partner (whether directly or indirectly), is prohibited
      by
      any applicable, law, rule, regulations, order or decree is in violation
      thereof;




if
      applicable to such Partner, the Partner has implemented a corporate anti-money
      laundering plan that is reasonably designed to ensure compliance with applicable
      foreign and U.S. anti-money laundering law; and




136


the
      Partner is familiar with the “U.S. Government Blacklists” maintained by
      applicable U.S. Federal agencies and none of its partners, members,
      shareholders, officers or directors are on the “U.S. Government
      Blacklists”.




**Entire
      Agreement** **.** This
      Agreement, unless subsequently amended with the consent of all of the Partners,
      contains the final and entire Agreement among the parties hereto, and they
      shall
      not be bound by any terms, conditions, statements or representations, oral
      or
      written, not herein contained.




**Amendment** **.** This
      Agreement may be amended or modified by (and only by) a written instrument
      signed by all of the Partners, which need not be executed or approved by any
      other Person.




**Counterparts** **.** This
      Agreement may be executed in several counterparts, each of which shall be deemed
      an original but all of which shall constitute one and the same instrument.
      In
      addition, this Agreement may contain more than one counterpart of the signature
      pages and the Agreement may be executed by the affixing of the signatures of
      each of the Partners to one of such counterpart signature pages; all of such
      signature pages shall be read as though one, and they shall have the same force
      and effect as though all of the signers had signed a single solitary
      page.




***[The
      remainder of this page is left intentionally blank; signature pages
      follow]***




137


***[signature
      page attached to Hotel Meadowlands Mack-Cali***


***Limited
      Partnership Limited Partnership Agreement]***







**IN
      WITNESS WHEREOF** ,
      the
      Partners have executed this Agreement as of the date first above
      written.




**GENERAL
      PARTNER:**





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





By:  Meadowlands
      Developer Limited Partnership, a Delaware


limited
      partnership, its sole member




By:  Meadowlands
      Limited Partnership, a Delaware limited


partnership,
      its general partner





By:  Colony
      Xanadu, LLC, a Delaware limited liability


company,
      its managing general partner





By:  ________________________


Name:
      __________________


Title:
      ___________________





138


***[signature
      page attached to Hotel Meadowlands Mack-Cali***


***Limited
      Partnership Limited Partnership Agreement]***











**LIMITED
      PARTNER**





MEADOWLANDS
      DEVELOPER LIMITED PARTNERSHIP





By:  Meadowlands
      Limited Partnership, a Delaware limited


partnership,
      its general partner





By:  Colony
      Xanadu, LLC, a Delaware limited


liability
      company, its managing general partner





By:  _________________________


Name:
      ___________________


Title:
      ____________________


139


***[signature
      page attached to Hotel Meadowlands Mack-Cali***


***Limited
      Partnership Limited Partnership Agreement]***











**SPECIAL
      GENERAL PARTNER**





MACK-CALI
      MEADOWLANDS SPECIAL L.L.C





By:  Mack-Cali
      Realty, L.P., a Delaware limited


Partnership,
      its sole member





By:  Mack-Cali
      Realty Corporation, a Maryland


Corporation,
      its general partner





By:  _________________________


Name:
      ___________________


Title:
      ____________________








140


**PARTNERS
      AND PARTNER INFORMATION**







GENERAL
      PARTNER  INTEREST





MEADOWLANDS
      MACK-CALI GP, L.L.C.      0.01%





LIMITED
      PARTNER





MEADOWLANDS
      DEVELOPER LIMITED      99.99%


PARTNERSHIP





SPECIAL
      GENERAL PARTNER





MACK-CALI
      MEADOWLANDS SPECIAL L.L.C.     0.00%




100%











**SCHEDULE
      1**




**TENANT
      PARTNERSHIPS**







ERC
      Meadowlands Mills/Mack-Cali Limited Partnership





Baseball
      Meadowlands Mills/Mack-Cali Limited Partnership





A-B
      Office Meadowlands Mack-Cali Limited Partnership





C-D
      Office Meadowlands Mack-Cali Limited Partnership





Hotel
      Meadowlands Mack-Cali Limited Partnership





2




Execution
      Copy


**EXHIBIT
      G**




**TRADEMARK
      LICENSE AGREEMENT**




THIS
      TRADEMARK LICENSE AGREEMENT (this “ Agreement ”),
      dated
      as of November 22, 2006 (the “ Effective
      Date ”),
      is
      entered into by and among Meadowlands Developer Limited Partnership (f/k/a
      Meadowlands Mills/Mack-Cali Limited Partnership), a Delaware limited partnership
      (“ Licensor ”),
      and
      the parties listed on Schedule
      1 (each a
“ Licensee ”
and
      together the “ Licensees ”).




WHEREAS, one
      of
      the purposes of Licensor is to, directly or indirectly, hold, own, develop,
      operate, maintain, improve, lease, finance, refinance, mortgage, sell, convey,
      exchange, transfer and otherwise use the
      Meadowlands Xanadu development project located in Bergen County, New Jersey
      (the
“ Project ”);




WHEREAS,
      prior to the execution of this Agreement, The Mills Limited Partnership, a
      Delaware limited partnership, assigned to Meadowlands Limited Partnership (f/k/a
      Meadowlands Mills Limited Partnership), a Delaware limited partnership, all
      of
      its rights, title and interest in, to and under the trademarks and trademark
      applications set forth in the attached Schedule
      A (the
“ Marks ”);




WHEREAS,
      immediately thereafter, Meadowlands Limited Partnership assigned all of its
      rights, title and interest in, to and under the Marks to Licensor;
      and




WHEREAS,
      pursuant to that certain Transaction Agreement, dated as of the date hereof,
      by
      and among certain of Licensees and other signatories thereto, Licensor and
      Licensees are to enter into a license agreement whereby Licensor will grant
      Licensees the right, privilege and license to use the Marks on or in connection
      with the Project, including the Arena ROFR and the Hotel ROFR (each as defined
      in the Rights Agreement (as defined herein)) (the “ Licensed
      Property ”).






NOW,
      THEREFORE, in consideration of the promises and mutual covenants set forth
      herein, the parties hereof, each intending to be legally bound hereby, do
      promise and agree as follows:






**1.**  **LICENSE**




Subject
      to the terms and conditions of this Agreement, Licensor hereby grants to each
      Licensee for the term of this Agreement a non-exclusive, perpetual, royalty-free
      license to use the Marks in connection with the ownership, operation, marketing,
      promotion, manufacturing, distribution, sale, and services in connection with
      the Licensed Property. It is understood and agreed that Licenses granted under
      this Agreement shall pertain only to the Marks for use in connection with the
      Licensed Property and do not extend to any other mark, product, or service.
      Each
      of Licensees and its Affiliates shall be permitted to use the Marks in public
      filings as required by applicable laws. Each Licensee may, with the prior
      approval of Licensor, grant sublicenses hereunder to third parties for use
      of
      the Marks solely in connection with the Licensed Property; provided,
      that
      each such sublicense shall (i) not permit further sublicense; (ii) be in writing
      and signed by the parties thereto; and (iii) each such sublicense shall be
      granted expressly subject to the terms and conditions hereof and any
      commercially reasonable additional conditions required by Licensor. If Licensee
      grants a sublicense to a third party in accordance with the terms of thisSection
      1,
      Licensee shall provide Licensor with a copy of such sublicense. Each sublicense
      agreement entered into with a Licensee shall terminate or expire upon the
      termination or expiration of this Agreement with respect to such
      Licensee.




3








**2.**  **TERM
      OF THIS AGREEMENT**




This
      Agreement and the provisions hereof, except as otherwise provided herein, shall
      be in full force and effect commencing on the Effective Date and shall continue
      for one (1) year (the “ Initial
      Term ”).
      This
      Agreement shall thereafter be automatically renewed for an unlimited number
      of
      additional consecutive one (1) year terms (each a “ Renewal
      Term ”); provided , however ,
      that
      the term of this Agreement shall not renew with respect to a Licensee if
      Licensor notifies such Licensee in writing at least thirty (30) days prior
      to
      the expiration of the Initial Term or a Renewal Term, as the case may be, that
      Licensor does not wish to renew the term of this Agreement; provided , further , however ,
      that
      subject to Section
      5 ,
      Licensor shall not have the right to terminate this Agreement without the
      consent of Licensee during the construction, development and operations of
      the
      Licensed Property as contemplated under: (i) that certain Mack-Cali Rights,
      Obligations and Option Agreement, dated as of November 22, 2006 (the
“ Rights
      Agreement ”),
      by
      and among Licensor, certain Licensees and the other signatories thereto; (ii)
      the Amended and Restated Limited Partnership Agreement of A-B Office Meadowlands
      Mack-Cali Limited Partnership, dated as of November 22, 2006; (iii) the Amended
      and Restated Limited Partnership Agreement of C-D Office Meadowlands Mack-Cali
      Limited Partnership, dated as of November 22, 2006; (iv) the Amended and
      Restated Limited Partnership Agreement of Hotel Meadowlands Mack-Cali Limited
      Partnership, dated as of November 22, 2006; and (iii) that certain Amended
      and
      Restated Limited Partnership Agreement of Meadowlands Limited Partnership,
      dated
      as of November 22, 2006, by and among Kan Am USA XX Limited Partnership, a
      Delaware limited partnership, Kan Am USA XX Limited Partnership, a Delaware
      limited partnership, Kan Am USA XVI Limited Partnership, a Delaware limited
      partnership, Kan Am USA XV Limited Partnership, a Delaware limited partnership,
      Kan Am USA XXIII Limited Partnership, Kan Am Limited Partnership, The Mills
      Corporation, certain of Licensees and other signatories thereto (as each such
      agreement may hereinafter be amended, modified or supplemented from time to
      time
      ).






**3.**  **NOTICES,
      QUALITY CONTROL, AND SAMPLES**




A.  Licensees
      each acknowledge that the Marks and all trademark applications or registrations
      relating thereto are the property of Licensor, and that all uses of the Marks
      shall inure to the benefit of Licensor, that Licensees shall acquire no right
      or
      interest in the Marks, by virtue of this Agreement or by virtue of the use
      of
      the Marks, except the right to use the Marks in accordance with the provisions
      of this Agreement and that each such Licensee will not use the Marks except
      as
      provided in this Agreement.




4


B.  Licensees
      each agree that Licensor shall maintain and exercise effective and exclusive
      quality control over any goods and services to which the Marks are affixed;
      provided, however, such controls are reasonable and are no greater than those
      quality controls imposed on other licensees.




C.  Licensees
      agrees that the quality of the Licensed Property, and any goods or services
      provided in connection therewith and suitable for their intended purpose, will
      be of the quality and conform to the quality standards set by Licensor. Licensee
      agrees to comply with all federal, state, local or foreign statutes, laws,
      codes
      or rules. Licensee further agrees to adhere to any other terms and conditions
      that Licensor may provide regarding use of the Marks and the quality of the
      goods or services provided by Licensee in connection with the Marks. Licensor
      reserves the right to revise the quality standards referred to in this Agreement
      from time to time. Licensor shall have the right to inspect each Licensee's
      facilities, operations, designs and any materials to which the Marks are
      affixed, and to inspect the quality of each Licensee’s goods and services
      provided in connection with the Licensed Property. Each Licensee shall supply
      Licensor with specimens of all uses of the Marks upon Licensor’s written
      request. If Licensor in good faith reasonably determines that its quality
      standards are not being met by a Licensee, then Licensor will give such Licensee
      written notice thereof, and if such Licensee fails to correct any defects or
      other failures to meet the established quality standard within one (1) month
      of
      such written notice, then Licensor may terminate this License Agreement with
      respect to such Licensee.




D.  Licensees
      each warrant that the Licensed Property will be in compliance with all
      applicable laws and regulations. Each Licensee shall deliver to Licensor notice
      of any actions filed against each such Licensee wherein it is alleged that
      the
      Licensed Property is deficient or defective.




E.  Licenses
      granted hereunder to a Licensee are conditioned upon such Licensee's full and
      complete compliance with the marking provisions of the trademark, patent and
      copyright laws of the United States and as otherwise instructed by
      Licensor.




F.  The
      Licensed Property, as well as all goods, services and promotional, packaging,
      and advertising material or similar matter where the Licensed Property is
      referenced, shall include all appropriate legal notices as required by
      Licensor.






**4.**  **INTELLECTUAL
      PROPERTY RIGHTS**




A.  Each
      Licensee acknowledges Licensor’s exclusive rights in the Marks and, further,
      acknowledges that Licensor is the owner thereof. Licensees shall not, to the
      extent permitted under applicable law, at any time during or after the effective
      term of this Agreement, dispute or contest, directly or indirectly, Licensor's
      exclusive right and title to the Marks or the validity thereof.




B.  Each
      Licensee acknowledges that the Marks are associated exclusively with
      Licensor.




5


C.  Each
      Licensee agrees that it is prohibited from using the Marks or any marks or
      terms
      confusingly similar to the Marks unless expressly permitted under this
      Agreement.




D.  Licensor
      shall have the right, but, not the obligation to file and prosecute applications
      for registration of the Marks and to maintain any registrations for the Marks.
      Licensee shall provide full cooperation to Licensor in connection with the
      registration and maintenance of the Marks. Each Licensee agrees not to file
      any
      applications in its own name or in the name of any of its Affiliates (defined
      below) to register the Marks in the United States or in foreign countries.
      Licensees shall not incorporate, organize limited liability companies, register
      trade or fictitious names, or register domain names using names that include
      the
      Marks, without prior written permission of Licensor. “ Affiliate ”
shall
      mean, with respect to any party hereto, any other person or entity directly
      or
      indirectly controlling, controlled by, or under common control with such party; provided ,
      that,
      for the purposes of this definition, “control” (including, with correlative
      meanings, the terms “controlled by” and “under common control with”), as used
      with respect to an entity, shall mean the possession, directly or indirectly,
      of
      the power to direct or cause the direction of the management and policies of
      an
      entity, whether through the ownership of voting securities, by contract or
      otherwise.




E.  Each
      Licensee agrees to promptly notify Licensor in writing of any and all infringing
      marks, colorable imitations or other unauthorized uses of the Marks. In the
      event that any of the Marks is infringed by a third party, Licensor shall have
      the sole authority to conduct an action for infringement or cancellation,
      opposition or other inter
      partes proceeding involving rights in and to the Marks. When requested, a Licensee
      shall fully cooperate with Licensor in preventing such infringements and
      unauthorized uses, at the expense of Licensor. Each Licensee further agrees
      to
      promptly notify Licensor in writing of any legal action or threatened legal
      action which it receives or becomes aware of involving the Marks. Licensor
      shall
      have the right to control the prosecution and defense of any such action or
      threat at its expense. The costs of any litigation or inter  partes proceeding shall be paid by Licensor and any proceeds shall be retained by
      Licensor.






**5.**  **TERMINATION**




Notwithstanding
      anything herein to the contrary, the following termination rights are in
      addition to the termination rights that may be provided elsewhere in this
      Agreement:




A.  Licensor
      shall have the right to immediately terminate this Agreement and revoke any
      licenses hereunder with respect to a Licensee by giving written notice to such
      Licensee in the event that such Licensee files a petition in bankruptcy or
      is
      adjudicated bankrupt or insolvent, or an arrangement pursuant to any bankruptcy
      law, or if such Licensee discontinues or dissolves its business or if a receiver
      is appointed for such Licensee or for such Licensee's business and such receiver
      is not discharged within 180 days.




B.  Licensor
      may terminate this Agreement with respect to a Licensee on fifteen (15) business
      days written notice to such Licensee in the event of a breach of any
      material




6


provision
      of this Agreement by such Licensee; provided, that such Licensee has failed
      to
      cure such breach within such fifteen (15) business day period.






**6.**  **POST
      TERMINATION RIGHTS**




Upon
      the
      expiration or termination of this Agreement with respect to a Licensee, all
      rights granted to such Licensee under this Agreement shall forthwith terminate
      and immediately revert to Licensor and such Licensee shall discontinue all
      use
      and further reference to the Marks. Such Licensee shall thereupon promptly
      turn
      over to Licensor all materials which reproduce the Marks or, if requested by
      Licensor, shall give Licensor satisfactory evidence of their destruction and
      shall complete any formal assignments of rights not already completed. Such
      Licensee shall be responsible to Licensor for any damage caused by unauthorized
      use by such Licensee or others of such reproduction materials which are not
      turned over or destroyed.






**7.**  **INDEMNITY**




A.  Each
      Licensee severally, and not jointly, agrees to defend, indemnify and hold
      harmless Licensor, and its Affiliates, officers, directors, agents, and
      employees, against all third party suits and claims and all judgments, costs,
      expenses, and losses related thereto (including reasonable attorneys’ fees and
      costs) (“ Losses ”)
      arising by reason of or in connection with any material breach under this
      Agreement by such Licensee, its Affiliates, officers, directors, agents or
      employees, but not any infringement or related intellectual property claims
      based on Licensee's use of the Marks in accordance with this Agreement. Such
      Licensee shall be fully responsible for and agrees to pay the cost of all
      investigations, defense, legal fees and settlements or judgments resulting
      from
      any complaint, demand, claim or legal action encompassed by the foregoing
      indemnity, but shall have no liability for lost profits or indirect, punitive,
      special or consequential damages, even if notified of the possibility of such
      damages. For purposes of this Section
      7.A. only,
      the term “material” shall mean any single breach under this Agreement that, in
      and of itself, results in Losses in excess of Twenty-Five Thousand Dollars
      ($25,000.00). For the avoidance of doubt, Losses shall not be aggregated for
      purposes of determining whether or not a breach is “material”.




B.  Licensor
      agrees to defend, indemnify and hold harmless each Licensee and its Affiliates,
      officers, directors, agents and employees, against all Losses made by a third
      party alleging that such Licensee's use of the Marks in accordance with this
      Agreement infringes or violates the intellectual property of any third party.
      Licensor shall be fully responsible for and agrees to pay the cost of all
      investigations, defense, legal fees, and settlements or judgments resulting
      from
      any complaint, demand, claim or legal action encompassed by the foregoing
      indemnity, but shall have no liability for lost profits or indirect, punitive,
      special or consequential damages, even if notified of the possibility of such
      damages.




C.  Licensor
      will control any matter relating to the validity, enforceability or scope of
      the
      Marks.




7






**8.
      REMEDIES**




It
      is
      agreed that the rights and obligations conveyed and incurred in this Agreement
      are unique and special and that the breach thereof will not give rise to readily
      calculable monetary damages. Upon breach of this Agreement by a Licensee,
      Licensor shall be entitled to seek specific performance, injunctive relief
      and
      such other relief (in law or in equity) as any court with jurisdiction may
      deem
      best and proper and, in the event Licensor seeks temporary or preliminary
      injunctive relief, Licensor shall not be required to post a bond or prove
      insufficiency of monetary damages.






**9.**  **NOTICES**




All
      notices, demands, requests, consents, approvals or other communications required
      or permitted to be given hereunder or which are given with respect to this
      Agreement shall be in writing and shall be personally served, delivered
      overnight by reputable air courier service with charges prepaid, or transmitted
      by hand delivery, telegram, telex or facsimile, addressed to the last known
      address of such party or to such other address as such party shall have
      specified most recently by written notice. Notice shall be deemed given on
      the
      date of service or transmission if personally served or transmitted by telex
      or
      facsimile. Notice otherwise sent as provided herein shall be deemed given on
      the
      next business day following delivery of such notice to a reputable air courier
      services. For purposes of notices, the addresses of the parties hereto shall
      be
      as follows, which addresses may be changed at any time by written notice given
      in accordance with this provisions:




If
      to
      Licensor, to:




c/o
      Colony Xanadu,
      LLC


660
      Madison Avenue,
      Suite 1600


New
      York, NY
      10021


Attn:
      Richard
      Saltzman


Telephone:
      (212)
      832-0500


Fax:
      (212)
      593-5433




and




c/o
      Colony Xanadu,
      LLC


1999
      Avenue of the
      Stars, Suite 1200


Los
      Angeles, CA
      90067


Attn:
      Joy
      Mallory


Telephone:
      (310)
      282-8820


Fax:
      (310)
      282-8808




with
      a
      copy to (which shall not constitute notice)




White
&
Case
      LLP


1155
      Avenue of the
      Americas


New
      York, NY
      10036


Attn:
        John Reiss,
        Esq.
 Attn:
        Steven
        Teichman, Esq.
 Telephone:
        (212)
        819-8200
 Fax:
        (212)
        354-8113




8




If
      to any
      of the Licensees to which Mack-Cali Realty Corporation or any of its affiliates
      holds an equity interest in such Licensee, to:




c/o
      Mack-Cali Realty
      Corporation


P.O.
      Box
      7817


Edison,
      NJ
      08818-7817


Attn:
      Mitchell E.
      Hersh, President and Chief Executive Officer


Fax:
      (732)
      205-9040




And




c/o
      Mack-Cali Realty
      Corporation


P.O.
      Box
      7817


Edison,
      NJ
      08818-7817


Attn:
      Roger W.
      Thomas, Executive Vice President


and General Counsel


Fax:
      (732)
      205-9015




For
      courier and overnight delivery to any of the Licensees, to:




c/o
      Mack-Cali Realty
      Corporation


343
      Thornall
      Street


Edison,
      NJ
      08837-2206




with
      a
      copy to (which shall not constitute notice)




Seyfarth
      Shaw
      LLP


1270
      Avenue of the
      Americas


Suite
      2500


New
      York, NY
      10020-1801


Attn:
      John P. Napoli,
      Esq.


Fax:
      (212)
      218-5527






**10.**  **GOVERNING
      LAW**




This
      Agreement and the rights and obligations of the parties hereto shall be governed
      in all respects by and constructed in accordance with and subject to the laws
      of
      the State of New York, as such law is applied to agreements between New York
      residents entered into and performed entirely in the State of New
      York.




9






**11.
      FORUM**




Any
      judicial proceeding brought against any of the parties hereto on any dispute
      arising out of this Agreement or any matter related hereto may be brought in
      the
      courts of the State of New York, or in the United States District Court for
      the
      Southern District of New York, and, by execution and delivery of this Agreement,
      each of the parties hereto accepts the exclusive jurisdiction of such courts,
      and irrevocably agrees to be bound by any judgment rendered thereby in
      connection with this Agreement. The foregoing consents to jurisdiction shall
      not
      constitute general consents to service of process in the State of New York
      for
      any purpose except as provided above and shall not be deemed to confer rights
      on
      any person other than the respective parties hereto. Each party hereto agrees
      that service of any process, summons, notice or document by U.S. registered
      mail
      to such party’s address in accordance with Section
      9 shall be
      effective service of process for any action, suit or proceeding in New York
      with
      respect to any matters for which it has submitted to jurisdiction pursuant
      to
      this Section
      11 .
      EACH
      PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
      ANY RIGHT THAT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY
      OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
      CONTEMPLATED IN THIS AGREEMENT (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
      THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
      ATTORNEY OF ANY OTHER PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
      THAT
      SUCH OTHER PARTY HERETO WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE
      THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO
      HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE
      MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION
      11 .






**12.**  **RELATIONSHIP**




This
      Agreement does not create a partnership or a joint venture between the parties
      hereto and no party hereto shall have any power hereunder to obligate or bind
      the other. Licensees shall act hereunder as independent contractors and shall
      not be deemed expressly or by implication to be an agent, employee, or servant
      of Licensor or the other Licensees for any purpose whatsoever. In the
      performance of this Agreement, Licensees shall comply with all applicable state,
      federal and local laws and Licensor shall not be responsible for the
      consequences of any violation thereof.






**13.**  **AGREEMENT
      BINDING ON SUCCESSORS; THIRD PARTY BENEFICIARIES**




This
      Agreement is for the sole benefit of the parties hereto and their respective
      successors and permitted assigns, heirs, executors and administrators and
      nothing in this Agreement, express or implied, is intended to confer upon any
      other party (other than the parties hereto or their respective successors and
      permitted assigns, heirs, executors and administrators) any rights, remedies,
      obligations or liabilities under or by reason of this Agreement, except as
      expressly provided in Section
      7 .




10






**14.
      WAIVER**




No
      waiver
      by a party hereto of any default shall be deemed as a waiver of prior or
      subsequent default of the same or other provisions of this
      Agreement.






**15.**  **SEVERABILITY**




If
      any
      term, clause, or provision hereof is held invalid, void or unenforceable by
      a
      court or governmental agency of competent jurisdiction, such decision shall
      not
      affect the validity or operation of any other term, clause, or provision and
      such invalid, void or unenforceable portion shall be deemed to be severed from
      this Agreement.






**16.**  **ASSIGNABILITY**




This
      Agreement and Licenses granted hereunder to each Licensee are personal to such
      Licensee and shall not be assigned by any act of such Licensee or by operation
      of law or otherwise without the express written consent of Licensor; provided
      that this Agreement and Licenses granted hereunder may be pledged as collateral
      to a Licensee’s financing sources, so long as such financing is related solely
      to the development, operation, maintenance, improvement or use of the Project.
      Licensor shall have the right at any time to assign this Agreement to any person
      or entity, whether by contract, operation of law or otherwise, upon fifteen
      (15)
      days prior written notice to Licensees. Any assignment in violation of this Section
      16 shall by
      null and void *ab
      initio* .






**17.**  **INTEGRATION**




This
      Agreement, including Schedules, constitutes the entire understanding of the
      parties hereto with regard to the subject matter hereof and this Agreement
      supersedes all previous representations, understandings or agreements, oral
      or
      written, between the parties hereto with respect to the subject matter hereof.
      This Agreement shall not be modified or amended except in writing signed by
      the
      parties hereto and specifically referring to this Agreement.









*Remainder
      of Page Intentionally Left Blank*




11


IN
      WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
      the
      date first above written.









MEADOWLANDS
                DEVELOPER LIMITED
              PARTNERSHIP
              
              By: 
                Meadowlands Limited Partnership, its
              managing general partner
              
              By: 
                Colony Xanadu, LLC, its managing
              general partner
              
              By:
                ________________________
              Name:
              Title:
            A-B
                OFFICE MEADOWLANDS MACK-CALI
              LIMITED
                PARTNERSHIP
              
              By:Meadowlands
                Mills/Mack-Cali GP, L.L.C., its
              general partner
              
              By:  Meadowlands Developer Limited Partnership,
              its
                sole member
              
              By:  Meadowlands Limited Partnership, its
              general partner
              
              By:  Colony Xanadu, LLC, its managing
              general
                partner
              
              By:________________________
              Name:
              Title:BASEBALL
                MEADOWLANDS MILLS/MACK-CALI
              LIMITED
                PARTNERSHIP
              
              By:Meadowlands
                Mills/Mack-Cali GP, L.L.C.,
              its general partner
              
              By: 
                Meadowlands Developer Limited
              Partnership, its sole member
              
              By:  Meadowlands Limited Partnership,
              itsgeneral
                partner
              
              By:  Colony Xanadu, LLC, its
              managinggeneral
                partner
              
              By:_____________________
              Name:
              Title:
            C-D
                OFFICE MEADOWLANDS MACK-CALI
              LIMITED
                PARTNERSHIP
              
              By:Meadowlands
                Mills/Mack-Cali GP, L.L.C., its
              general partner
              
              By: 
                Meadowlands Developer Limited Partnership,
              its sole member
              
              By:  Meadowlands Limited Partnership, its
              general
                partner
              
              By:  Colony Xanadu, LLC, its managing
              general
                partner
              
              By:________________________
              Name:
              Title:








COLONY
                XANADU, LLC
              
              By:
                _______________________________
              Name:
              Title:
            COLONY
                XANADU II, LLC
              
              By:
                ______________________________
              Name:
              Title:COLONY
                XANADU III, LLC
              
              By:
                ________________________________
              Name:
              Title:
            COLONY
                XANADU HOLDINGS, LLC
              
              By:
                ______________________________
              Name:
              Title:COLONY
                XANADU STOCK II, LLC
              
              By:
                ________________________________
              Name:
              Title:
            COLONY
                XANADU STOCK III, LLC
              
              By:
                _______________________________
              Name:
              Title:

































ERC
                    16W LIMITED PARTNERSHIP
                  
                  By:
                    16W ERC GP, LLC, its general partner
                  
                  By:  Meadowlands Developer Limited
                  Partnership, its sole member
                  
                  By:  Meadowlands Limited Partnership, its
                  managing general partner
                  
                  By:  Colony Xanadu, LLC, its
                  managing general partner
                  
                  By:
                     ______________________
                  Name:
                  Title:


HOTEL
                  MEADOWLANDS MACK-CALI LIMITED
                PARTNERSHIP
                
                By:Meadowlands
                  Mills/Mack-Cali GP, L.L.C., its general
                partner
                
                By: 
                  Meadowlands Developer Limited Partnership, its sole
                member
                
                By:  Meadowlands Limited Partnership, its general
                partner
                
                By:  Colony Xanadu, LLC, its managing
                general
                  partner
                
                By:________________________
                Name:
                Title:
























**SCHEDULE
      1**





**LICENSEES**





A-B
                Office Meadowlands Mack-Cali Limited Partnership, a Delaware limited
                partnershipBaseball
                Meadowlands Mills/Mack-Cali Limited Partnership, a Delaware limited
                partnership (on or about the date hereof it shall change its name
                to
                Baseball Meadowlands Limited Partnership)C-D
                Office Meadowlands Mack-Cali Limited Partnership, a Delaware limited
                partnershipColony
                Xanadu, LLC, a Delaware limited liability company (solely for use
                of the
                name “Xanadu” in its legal name)Colony
                Xanadu II, LLC, a Delaware limited liability company (solely for
                use of
                the name “Xanadu” in its legal name)Colony
                Xanadu III, LLC, a Delaware limited liability company (solely for
                use of
                the name “Xanadu” in its legal name)Colony
                Xanadu Holdings, LLC, a Delaware limited liability company (solely
                for use
                of the name “Xanadu” in its legal name)Colony
                Xanadu Stock II, LLC, a Delaware limited liability company (solely
                for use
                of the name “Xanadu” in its legal name)Colony
                Xanadu Stock III, LLC, a Delaware limited liability company (solely
                for
                use of the name “Xanadu” in its legal name)ERC
                16W Limited PartnershipHotel
                Meadowlands Mack-Cali Limited Partnership, a Delaware limited
                partnership





S-1-1


**SCHEDULE
      2**







**MARKS**





**Mark**
            **Application
                No.**
            **Class
                / Goods and Services**
            **Owner**COMING
                SOON and MISCELLANEOUS DESIGN
            76/660,661
            Class
                37 - Real estate development services featuring commercial, retail,
                entertainment, residential and mixed use.
            The
                Mills Limited PartnershipCOMING
                SOON and MISCELLANEOUS DESIGN (tickets)
            76/658,336
            Class
                36 - Leasing of real property for commercial, retail, entertainment,
                dining and office space.
            The
                Mills Limited PartnershipHOT
                and DESIGN
            76/658,335
            Class
                36 - Leasing of real property for commercial, retail, entertainment,
                dining and office space.
            The
                Mills Limited PartnershipHOT
                and DESIGN
            76/660,643
            Class
                37 - Real estate development services featuring commercial, retail,
                entertainment, residential and mixed use.
            The
                Mills Limited PartnershipMEADOWLANDS
                MILLS
            76/640,838
            Class
                35 - Shopping center services, namely, business management services
                for
                shopping malls and promoting the goods and services of others by
                means of
                operating a shopping mall.
              Class
                36 - Shopping center services, namely, leasing of shopping mall
                space.
            The
                Mills Limited PartnershipMEADOWLANDS
                MILLS and DESIGN
            76/640,839
            Class
                35 - Shopping center services, namely, business management services
                for
                shopping malls and promoting the goods and services of others by
                means of
                operating a shopping mall.
              Class
                36 - Shopping center services, namely, leasing of shopping mall
                space.
            The
                Mills Limited PartnershipMEADOWLANDS
                XANADU
            76/663,096
            Class
                35 - Shopping center services, namely, business management services
                for
                shopping malls and promoting the goods and services of others by
                means of
                operating a shopping mall.
              Class
                36 - Shopping center services, namely, leasing of shopping mall
                space.
            The
                Mills Limited PartnershipMEADOWLANDS
                XANADU
            76/461,912
            Class
                37 - Real estate development featuring planned entertainment mixed
                use and
                retail mixed use.
            The
                Mills Limited PartnershipMEADOWLANDS
                XANADU (Stylized)
            76/978,281
            Class
                37 - Real estate development featuring planned entertainment mixed
                use and
                retail mixed use.
            The
                Mills Limited PartnershipMEADOWLANDS
                XANADU (Stylized)
            76/608,360
            Class
                36 - Shopping center services and leasing of real property for retail,
                entertainment, dining and office space.
            The
                Mills Limited PartnershipMISCELLANEOUS
                DESIGN (airplane with X propeller)
            76/658,334
            Class
                36 - Leasing of real property for commercial, retail, entertainment,
                dining and office space.
            The
                Mills Limited PartnershipMISCELLANEOUS
                DESIGN (Airplane)
            76/660,657
            Class
                37 - Real estate development services featuring commercial, retail,
                entertainment, residential and mixed use.
            The
                Mills Limited PartnershipMISCELLANEOUS
                DESIGN (Boy)
            76/660,644
            Class
                37 - Real estate development services featuring commercial, retail,
                entertainment, residential and mixed use.
            The
                Mills Limited PartnershipMISCELLANEOUS
                DESIGN (elated boy)
            76/658,339
            Class
                36 - Leasing of real property for commercial, retail, entertainment,
                dining and office space.
            The
                Mills Limited PartnershipMISCELLANEOUS
                DESIGN (Button)
            76/660,646
            Class
                37 - Real estate development services featuring commercial, retail,
                entertainment, residential and mixed use.
            The
                Mills Limited PartnershipMISCELLANEOUS
                DESIGN (crossed thread in button)
            76/658,337
            Class
                36 - Leasing of real property for commercial, retail, entertainment,
                dining and office space.
            The
                Mills Limited PartnershipMISCELLANEOUS
                DESIGN (Cheerleader)
            76/660,645
            Class
                37 - Real estate development services featuring commercial, retail,
                entertainment, residential and mixed use.
            The
                Mills Limited PartnershipMISCELLANEOUS
                DESIGN (outstretched cheerleader with pom-poms)
            76/658,331
            Class
                36 - Leasing of real property for commercial, retail, entertainment,
                dining and office space.
            The
                Mills Limited PartnershipMISCELLANEOUS
                DESIGN (crossed golf clubs)
            76/658,340
            Class
                36 - Leasing of real property for commercial, retail, entertainment,
                dining and office space.
            The
                Mills Limited PartnershipMISCELLANEOUS
                DESIGN (crossed straws in a glass)
            76/658,338
            Class
                36 - Leasing of real property for commercial, retail, entertainment,
                dining and office space.
            The
                Mills Limited PartnershipMISCELLANEOUS
                DESIGN (glass with straws)
            76/660,659
            Class
                37 - Real estate development services featuring commercial, retail,
                entertainment, residential and mixed use.
            The
                Mills Limited PartnershipMISCELLANEOUS
                DESIGN (Dancer in X)
            76/658,333
            Class
                36 - Leasing of real property for commercial, retail, entertainment,
                dining and office space.
            The
                Mills Limited PartnershipMISCELLANEOUS
                DESIGN (Dancer)
            76/660,660
            Class
                37 - Real estate development services featuring commercial, retail,
                entertainment, residential and mixed use.
            The
                Mills Limited PartnershipMISCELLANEOUS
                DESIGN (skier with crossed skis)
            76/658,332
            Class
                36 - Leasing of real property for commercial, retail, entertainment,
                dining and office space.
            The
                Mills Limited PartnershipMISCELLANEOUS
                DESIGN (Skier)
            76/660,658
            Class
                37 - Real estate development services featuring commercial, retail,
                entertainment, residential and mixed use.
            The
                Mills Limited PartnershipX
                (Stylized)
            76/978,308
            Class
                37 - Real estate development featuring planned entertainment mixed
                use and
                retail mixed use.
            The
                Mills Limited PartnershipX
                (Stylized)
            76/608,353
            Class
                35 -Shopping
                center services, namely, business management services for shopping
                malls
                and promoting the goods and services of others by means of operating
                a
                shopping mall.
              Class
                36 - Shopping center services, namely, leasing of shopping mall
                space.
            The
                Mills Limited Partnership





**Marks
                    in Use for Which Registration Has Not Been
                    Sought**Mark
                Nature
                    of UseTHE
                    ULTIMATE SKYBOX
                Sports
                    district at the ProjectTHE
                    TOTAL HOME
                Food
                    and home district at the ProjectTHE
                    WORLD OF STYLE
                Fashion
                    district at the ProjectTHE
                    MULTIMEDIA PLAYGROUND
                Entertainment
                    district at the ProjectTHE
                    DIGITAL PLAYGROUND
                Entertainment
                    district at the Project
                  
                  Note:
                    Was used in the leasing brochures already printed, but is not
                    currently
                    being used online.A
                    PLAYHOUSE WITH NO LIMITS
                Children’s
                    education district at the ProjectIMAGINARIUM
                Children’s
                    education district at the Project
                  
                  Note:
                    The mark IMAGINARIUM may only be used in the leasing brochures
                    that have
                    already been printed, until supply is exhausted.EXPLORATORIUM
                Children’s
                    education district at the Project
                  
                  Note:
                    The mark EXPLORATORIUM may only be used in the leasing brochures
                    that have
                    already been printed, until supply is
                    exhausted.










**EXHIBIT
      H**





**ASSIGNMENT
      AND ASSUMPTION OF PARTNERSHIP INTEREST**




The
      undersigned (“ **Assignor** ”),
      holder of a general partnership interest in Meadowlands Developer Limited
      Partnership (f/k/a Meadowlands Mills/Mack-Cali Limited Partnership)
      (“ **Assignee** ”),
      a
      Delaware limited partnership, for and in consideration of One Dollars ($1.00) and
      other
      good and valuable consideration, the receipt and sufficiency of which is hereby
      acknowledged, hereby transfers, assigns and sets over to Assignee or Assignee’s
      nominee or nominees, pursuant to and in accordance with the terms and conditions
      of that certain Redemption Agreement (the “ **Redemption
      Agreement** ”),
      dated
      November 22, 2006, by and among Assignee, Meadowlands Developer Holding Corp.
      (“ **MDHC** ”),
      Assignor, Mack-Cali Meadowlands Special L.L.C. (“ **MC
      Special** ”)
      and
      Meadowlands Limited Partnership (“ **MLP** ”)
      and
      the Mack-Cali Rights, Obligations and Option Agreement to be entered into on
      the
      date hereof by and among Assignee, MLP, Meadowlands Mack-Cali GP, L.L.C., MDHC,
      MC Special, Baseball Meadowlands Limited Partnership, A-B Office Meadowlands
      Mack-Cali Limited Partnership, C-D Meadowlands Mack-Cali Limited Partnership,
      Hotel Meadowlands Mack-Cali Limited Partnership and ERC Meadowlands Limited
      Partnership, all of Assignor’s right, title and interest in, and to, Assignee
      (the “ **Assigned
      Interest** ”),
      which
      Assignor represents to be free and clear of all liens, pledges, encumbrances,
      claims, charges, equities, agreements, rights, options or restrictions of any
      kind, nature or description whatsoever.




Assignee
      hereby accepts the assignment and transfer of the Assigned Interest and Assignee
      hereby assumes the Assigned Interest and the obligations and liabilities
      relating thereto and performance thereof arising from and after the time of
      closing pursuant to that certain Redemption Agreement (the “ **Closing** ”).




To
      have
      and to hold the same unto Assignee, Assignee’s successors and assigns, from and
      after the Closing.









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












**IN
      WITNESS WHEREOF** ,
      Assignor and Assignee have duly executed this instrument as of the
      22 nd day of
      November, 2006.




**ASSIGNOR** :





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


New
      Jersey limited liability company





By:  Mack-Cali
      Realty, L.P., a Delaware limited


partnership,
      its sole member




By:  Mack-Cali
      Realty Corporation, a


Maryland
      corporation, its general partner




By:  _______________________


Name:


Title:





**ASSIGNEE** :





MEADOWLANDS
      DEVELOPER LIMITED PARTNERSHIP , a


Delaware
      limited partnership





By:  Meadowlands
      Limited Partnership, a Delaware limited


partnership,
      its Managing General Partner




By:  Colony
      Xanadu, LLC, a Delaware limited liability


company, its Managing General Partner




By:  ____________________________


Name:


Title:





By:  Mack-Cali
      Meadowlands Special L.L.C., a New Jersey


limited liability company, a General Partner





By:  Mack-Cali
      Realty, L.P., a Delaware limited partnership,


its Sole Member





By:  Mack-Cali
      Realty Corporation, a Maryland


corporation, its General Partner




By:


Name:


Title:








**EXHIBIT
      I**






























































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





**Memorandum
      for Recordation**








**MEMORANDUM
      OF**


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





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




**W
      I T N E S S E T H :**




**WHEREAS** ,
      the
      MDLP, GP LLC and Special General Partner each have an interest in that certain
      real property commonly referred to as the Hotel Component and the Office
      Component, as more particularly described on **Exhibit
      “A”** annexed
      hereto (the “ **Property** ”);
      and




**WHEREAS** ,
      the
      Parties have entered into that certain Mack-Cali Rights, Obligations and Option
      Agreement, dated of even date herewith (the “ **Agreement** ”),
      setting forth certain rights and obligations of the Parties respecting, among
      other things, the Property; and




**WHEREAS** ,
      the
      Parties desire to record this Memorandum in the public records of the County
      of
      Bergen, State of New Jersey.




**NOW,
      THEREFORE** ,
      the
      Parties agree as follows:




Section
      24.  TERM
      OF
      AGREEMENT. The Agreement shall commence on November 22, 2006, and shall continue
      in accordance with the terms of the Agreement.











Section
      25.  EFFECT
      OF
      MEMORANDUM OF AGREEMENT. This Memorandum is entered into by the Parties, and
      is
      to be recorded to set forth the Agreement as a matter of record in order, among
      other things, that third parties may have notice of the existence of the
      Agreement. All of the terms, conditions, provisions and covenants of the
      Agreement are incorporated in this Memorandum by reference as though written
      out
      at length herein, and the Agreement and this Memorandum shall be deemed to
      constitute a single instrument or document. Nothing contained in this Memorandum
      shall be deemed to modify, amend, alter, limit or otherwise change any of the
      provisions of the Agreement itself or the rights and obligations of the parties
      thereto as provided therein. In the event of any conflict or ambiguity between
      the terms of this Memorandum or the terms of the Agreement, the terms of the
      Agreement shall prevail.




Section
      26.  BINDING
      EFFECT. The respective rights and obligations of the Parties set forth herein
      and in the Agreement, to the extent provided herein and therein, shall be
      binding upon and inure to the benefit of such Parties and their respective
      heirs, successors and permitted assigns.




Section
      27.  NO
      OTHER
      LIENS. Except as otherwise allowed, provided and/or contemplated under the
      Agreement and the Transaction Documents (as defined in the Agreement), no
      mortgage, lien, security interest or other encumbrance, shall be placed on
      the
      Property.




Section
      28.  EXECUTION
      OF AGREEMENT. This document may be executed in any number of separate
      counterparts, each of which shall, collectively, constitute one
      agreement.









**[remainder
      of page intentionally left blank; signature page follows]**







**IN
      WITNESS WHEREOF** ,
      the
      Parties have executed this Memorandum as of the day and year first above
      written.




**MDLP:**




**MEADOWLANDS
      DEVELOPER LIMITED PARTNERSHIP, a Delaware limited
      partnership**




By:  Meadowlands
      Limited Partnership,


its
      managing general partner




By:   Colony
      Xanadu, LLC, its managing general partner




By:


Name:


Title:









STATE
      OF
      NEW YORK  )


:
      ss.


COUNTY
      OF
      NEW YORK  )





On
      the
      ____ day of November, 2006, before me, the undersigned, personally appeared
      _______________________________, personally known to me or proved to me on
      the
      basis of satisfactory evidence to be the individual(s) whose name is subscribed
      to the within instrument and acknowledged to me that he/she executed the same
      in
      his/her capacity as an officer of Colony Xanadu, LLC, and that by his/her
      signature on the instrument, the individual, or the person upon behalf of which
      the individual acted, executed the instrument.












Notary
      Public




***[signature
      page continued on next page]***







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




**JV
      GP:**




**MEADOWLANDS
      LIMITED PARTNERSHIP, a**


**Delaware
      limited partnership**




By:   Colony
      Xanadu, LLC,


its
      managing general partner





By:      ____________________________


Name: ____________________________


Title:   ____________________________









STATE
      OF
      NEW YORK  )


:
      ss.


COUNTY
      OF
      NEW YORK  )





On
      the
      ____ day of November, 2006, before me, the undersigned, personally appeared
      _______________________________, personally known to me or proved to me on
      the
      basis of satisfactory evidence to be the individual(s) whose name is subscribed
      to the within instrument and acknowledged to me that he/she executed the same
      in
      his/her capacity as an officer of Colony Xanadu, LLC, and that by his/her
      signature on the instrument, the individual, or the person upon behalf of which
      the individual acted, executed the instrument.












Notary
      Public




***[signature
      page continued on next page]***







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




**JV
      HOLDING:**




**MEADOWLANDS
      DEVELOPER HOLDING**


**CORP.,
      a Delaware limited partnership**




By:


Name:  ____________________________


Title:    ____________________________









STATE
      OF
      NEW YORK  )


:
      ss.


COUNTY
      OF
      NEW YORK  )





On
      the
      ____ day of November, 2006, before me, the undersigned, personally appeared
      _______________________________, personally known to me or proved to me on
      the
      basis of satisfactory evidence to be the individual(s) whose name is subscribed
      to the within instrument and acknowledged to me that he/she executed the same
      in
      his/her capacity as an officer of Meadowlands Developer Holding Corp., and
      that
      by his/her signature on the instrument, the individual, or the person upon
      behalf of which the individual acted, executed the instrument.












Notary
      Public




***[signature
      page continued on next page]***







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




**GP
      LLC:**




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


**Delaware
      limited liability company**




By:  Meadowlands
      Developer Limited


Partnership, its sole member




By:  Meadowlands
      Limited


Partnership, its general partner




By:  Colony
      Xanadu, LLC, its


managing general partner




By:       ____________________________


Name:  ____________________________


Title:    ____________________________




STATE
      OF
      NEW YORK  )


:
      ss.


COUNTY
      OF
      NEW YORK  )


On
      the
      ____ day of November, 2006, before me, the undersigned, personally appeared
      _______________________________, personally known to me or proved to me on
      the
      basis of satisfactory evidence to be the individual(s) whose name is subscribed
      to the within instrument and acknowledged to me that he/she executed the same
      in
      his/her capacity as an officer of Colony Xanadu, LLC, and that by his/her
      signature on the instrument, the individual, or the person upon behalf of which
      the individual acted, executed the instrument.












Notary
      Public




***[signature
      page continued on next page]***







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




**SPECIAL
      GENERAL PARTNER:**




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


**a
      New Jersey limited liability company**




By:  Mack-Cali
      Realty, L.P., its sole member




By:  Mack-Cali
      Realty Corporation, its


general
      partner





By:       ____________________________


Name:  ____________________________


Title:    ____________________________









STATE
      OF
      NEW YORK  )


:
      ss.


COUNTY
      OF
      NEW YORK  )





On
      the
      ____ day of November, 2006, before me, the undersigned, personally appeared
      _______________________________, personally known to me or proved to me on
      the
      basis of satisfactory evidence to be the individual(s) whose name is subscribed
      to the within instrument and acknowledged to me that he/she executed the same
      in
      his/her capacity as an officer of Mack-Cali Realty Corporation, and that by
      his/her signature on the instrument, the individual, or the person upon behalf
      of which the individual acted, executed the instrument.












Notary
      Public




***[signature
      page continued on next page]***







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




**MC
      ENTERTAINMENT:**




**MACK-CALI
      MEADOWLANDS**


**ENTERTAINMENT
      L.L.C., a New Jersey limited liability company**




By:  Mack-Cali
      Realty, L.P., its sole member




By:  Mack-Cali
      Realty Corporation, its


general
      partner




By:      ____________________________


Name: ____________________________


Title:   ____________________________




STATE
      OF
      NEW YORK  )


:
      ss.


COUNTY
      OF
      NEW YORK  )





On
      the
      ____ day of November, 2006, before me, the undersigned, personally appeared
      _______________________________, personally known to me or proved to me on
      the
      basis of satisfactory evidence to be the individual(s) whose name is subscribed
      to the within instrument and acknowledged to me that he/she executed the same
      in
      his/her capacity as an officer of Mack-Cali Realty Corporation, and that by
      his/her signature on the instrument, the individual, or the person upon behalf
      of which the individual acted, executed the instrument.












Notary
      Public




***[signature
      page continued on next page]***







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




**BASEBALL
      LP:**




**BASEBALL
      MEADOWLANDS LIMITED**


**PARTNERSHIP,
      a Delaware limited partnership**




By:  Meadowlands
      Baseball Holding, LLC, its general


partner




By:  Meadowlands
      Developer Limited


Partnership, its sole member




By:  Colony
      Xanadu, LLC, its


managing general partner




By:       ____________________________


Name:  ____________________________


Title:    ____________________________









STATE
      OF
      NEW YORK  )


:
      ss.


COUNTY
      OF
      NEW YORK  )


On
      the
      ____ day of November, 2006, before me, the undersigned, personally appeared
      _______________________________, personally known to me or proved to me on
      the
      basis of satisfactory evidence to be the individual(s) whose name is subscribed
      to the within instrument and acknowledged to me that he/she executed the same
      in
      his/her capacity as an officer of Colony Xanadu, LLC, and that by his/her
      signature on the instrument, the individual, or the person upon behalf of which
      the individual acted, executed the instrument.












Notary
      Public




***[signature
      page continued on next page]***







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




**A-B
      OFFICE LP:**




**A-B
      OFFICE MEADOWLANDS MACK-CALI**


**LIMITED
      PARTNERSHIP, a Delaware limited**


**partnership**




By:  Meadowlands
      Mack-Cali GP, L.L.C., its


general
      partner




By:  Meadowlands
      Developer Limited


Partnership,
      its sole member




By:  Colony
      Xanadu, LLC, its


managing general partner




By:       ____________________________


Name:  ____________________________


Title:    ____________________________









STATE
      OF
      NEW YORK  )


:
      ss.


COUNTY
      OF
      NEW YORK  )


On
      the
      ____ day of November, 2006, before me, the undersigned, personally appeared
      _______________________________, personally known to me or proved to me on
      the
      basis of satisfactory evidence to be the individual(s) whose name is subscribed
      to the within instrument and acknowledged to me that he/she executed the same
      in
      his/her capacity as an officer of Colony Xanadu, LLC, and that by his/her
      signature on the instrument, the individual, or the person upon behalf of which
      the individual acted, executed the instrument.












Notary
      Public




***[signature
      page continued on next page]***







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




**C-D
      OFFICE LP:**




**C-D
      OFFICE MEADOWLANDS MACK-CALI**


**LIMITED
      PARTNERSHIP, a Delaware limited**


**partnership**




By:  Meadowlands
      Mack-Cali GP, L.L.C., its


general
      partner




By:  Meadowlands
      Developer Limited


Partnership, its sole member




By:  Colony
      Xanadu, LLC, its


managing general partner




By:      ____________________________


Name:


Title:   ____________________________









STATE
      OF
      NEW YORK  )


:
      ss.


COUNTY
      OF
      NEW YORK  )


On
      the
      ____ day of November, 2006, before me, the undersigned, personally appeared
      _______________________________, personally known to me or proved to me on
      the
      basis of satisfactory evidence to be the individual(s) whose name is subscribed
      to the within instrument and acknowledged to me that he/she executed the same
      in
      his/her capacity as an officer of Colony Xanadu, LLC, and that by his/her
      signature on the instrument, the individual, or the person upon behalf of which
      the individual acted, executed the instrument.












Notary
      Public




***[signature
      page continued on next page]***







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




**HOTEL
      OFFICE LP:**




**HOTEL
      OFFICE MEADOWLANDS MACK-CALI**


**LIMITED
      PARTNERSHIP, a Delaware limited**


**partnership**




By:  Meadowlands
      Mack-Cali GP, L.L.C., its


general partner




By:  Meadowlands
      Developer Limited


Partnership, its sole member




By:  Colony
      Xanadu, LLC, its


managing general partner




By:      ____________________________


Name: ____________________________


Title:   ____________________________







STATE
      OF
      NEW YORK  )


:
      ss.


COUNTY
      OF
      NEW YORK  )


On
      the
      ____ day of November, 2006, before me, the undersigned, personally appeared
      _______________________________, personally known to me or proved to me on
      the
      basis of satisfactory evidence to be the individual(s) whose name is subscribed
      to the within instrument and acknowledged to me that he/she executed the same
      in
      his/her capacity as an officer of Colony Xanadu, LLC, and that by his/her
      signature on the instrument, the individual, or the person upon behalf of which
      the individual acted, executed the instrument.












Notary
      Public




***[signature
      page continued on next page]***







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




**ERC
      LP:**




**ERC
      MEADOWLANDS MILLS/MACK-CALI**


**LIMITED
      PARTNERSHIP, a Delaware limited**


**partnership**




By:  Meadowlands
      Mack-Cali GP, L.L.C., its


general
      partner




By:  Meadowlands
      Developer Limited


Partnership,
      its sole member




By:  Colony
      Xanadu, LLC, its


managing general partner




By:      
      ____________________________


Name:  ____________________________


Title:    ____________________________









STATE
      OF
      NEW YORK  )


:
      ss.


COUNTY
      OF
      NEW YORK  )


On
      the
      ____ day of November, 2006, before me, the undersigned, personally appeared
      _______________________________, personally known to me or proved to me on
      the
      basis of satisfactory evidence to be the individual(s) whose name is subscribed
      to the within instrument and acknowledged to me that he/she executed the same
      in
      his/her capacity as an officer of Colony Xanadu, LLC, and that by his/her
      signature on the instrument, the individual, or the person upon behalf of which
      the individual acted, executed the instrument.












Notary
      Public












**EXHIBIT
      A**




**LEGAL
      DESCRIPTION**










**EXHIBIT
      J**





**ASSIGNMENT
      AND ASSUMPTION OF PARTNERSHIP INTEREST**




The
      undersigned (“ **Assignor** ”),
      holder of a general partnership interest in Meadowlands Developer Limited
      Partnership (f/k/a Meadowlands Mills/Mack-Cali Limited Partnership)
      (“ **Assignee** ”),
      a
      Delaware limited partnership, for and in consideration of One Dollars ($1.00)
      and other good and valuable consideration, the receipt and sufficiency of which
      is hereby acknowledged, hereby transfers, assigns and sets over to Assignee
      or
      Assignee’s nominee or nominees, pursuant to and in accordance with the terms and
      conditions of that certain Redemption Agreement (the “Redemption Agreement”),
      dated November 22, 2006, by and among Assignee, Meadowlands Developer Holding
      Corp. (“ **MDHC** ”),
      Assignor, Mack-Cali Meadowlands Special L.L.C. (“ **MC
      Special** ”)
      and
      Meadowlands Limited Partnership (“ **MLP** ”)
      and
      the Mack-Cali Rights, Obligations and Option Agreement to be entered into on
      the
      date hereof by and betweenamong Assignee, MLP, Meadowlands Mack-Cali GP, L.L.C.,
      MDHC, MC Entertainment, Baseball Meadowlands Mills/Mack-Cali Limited
      Partnership, A-B Office Meadowlands Mack-Cali/Mills Limited Partnership, C-D
      Meadowlands Mack-Cali/Mills Limited Partnership, Hotel Meadowlands Mack-Cali
      Limited Partnership and ERC Meadowlands Limited Partnership, all of Assignor’s
      right, title and interest in, and to, Assignee (the “ **Assigned
      Interest** ”),
      which
      Assignor represents to be free and clear of all liens, pledges, encumbrances,
      claims, charges, equities, agreements, rights, options or restrictions of any
      kind, nature or description whatsoever.




Assignee
      hereby accepts the assignment and transfer of the Assigned Interest and Assignee
      hereby assumes the Assigned Interest and the obligations and liabilities
      relating thereto and performance thereof arising from and after the time of
      closing pursuant to that certain Redemption Agreement (the “ **Closing** ”).




To
      have
      and to hold the same unto Assignee, Assignee’s successors and assigns, from and
      after the Closing.









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












**IN
      WITNESS WHEREOF** ,
      Assignor and Assignee have duly executed this instrument as of the
      22 nd day of
      November, 2006.




**ASSIGNOR** :





MACK-CALI
      MEADOWLANDS SPECIAL L.L.C., a New Jersey


limited
      liability company





By:  Mack-Cali
      Realty, L.P., a Delaware limited


partnership,
      its sole member




By:  Mack-Cali
      Realty Corporation, a


Maryland
      corporation, its general partner




By:  _______________________


Name:


Title:





**ASSIGNEE** :





MEADOWLANDS
      DEVELOPER LIMITED PARTNERSHIP , a


Delaware
      limited partnership





By:  Meadowlands
      Limited Partnership, a Delaware limited


partnership,
      its Managing General Partner




By:  Colony
      Xanadu, LLC, a Delaware limited liability


company, its Managing General Partner




By:  __________________________


Name:


Title:





By:  Mack-Cali
      Meadowlands Special L.L.C., a New Jersey


limited liability company, a General Partner




By:  Mack-Cali
      Realty, L.P., a Delaware limited partnership,


its
      Sole Member




By:  Mack-Cali
      Realty Corporation, a Maryland


corporation, its General Partner




By:  ____________________________


Name:


Title:










**EXHIBIT
      K**





**ASSIGNMENT
      AND ASSUMPTION OF PARTNERSHIP INTEREST**




The
      undersigned (“ **Assignor** ”),
      holder of a general partnership interest in Meadowlands Developer Limited
      Partnership (f/k/a Meadowlands Mills/Mack-Cali Limited Partnership)
      (“ **Assignee** ”),
      a
      Delaware limited partnership, for and in consideration of One Dollars ($1.00)
      and other good and valuable consideration, the receipt and sufficiency of which
      is hereby acknowledged, hereby transfers, assigns and sets over to Assignee
      or
      Assignee’s nominee or nominees, pursuant to and in accordance with the terms and
      conditions of that certain Redemption Agreement (the “ **Redemption
      Agreement** ”),
      dated
      November 22, 2006, by and among Assignee, Meadowlands Developer Holding Corp.
      (“ **MDHC** ”),
      Assignor, Mack-Cali Meadowlands Special L.L.C. (“ **MC
      Special** ”)
      and
      Meadowlands Limited Partnership (“ **MLP** ”)
      and
      the Mack-Cali Rights, Obligations and Option Agreement to be entered into on
      the
      date hereof by and among Assignee, MLP, Meadowlands Mack-Cali GP, L.L.C., MDHC,
      MC Special, Baseball Meadowlands Limited Partnership, A-B Office Meadowlands
      Mack-Cali Limited Partnership, C-D Meadowlands Mack-Cali Limited Partnership,
      Hotel Meadowlands Mack-Cali Limited Partnership and ERC Meadowlands Limited
      Partnership, all of Assignor’s right, title and interest in, and to, Assignee
      (the “ **Assigned
      Interest** ”),
      which
      Assignor represents to be free and clear of all liens, pledges, encumbrances,
      claims, charges, equities, agreements, rights, options or restrictions of any
      kind, nature or description whatsoever.




Assignee
      hereby accepts the assignment and transfer of the Assigned Interest and Assignee
      hereby assumes the Assigned Interest and the obligations and liabilities
      relating thereto and performance thereof arising from and after the time of
      closing pursuant to that certain Redemption Agreement (the “ **Closing** ”).




To
      have
      and to hold the same unto Assignee, Assignee’s successors and assigns, from and
      after the Closing.









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












**IN
      WITNESS WHEREOF** ,
      Assignor and Assignee have duly executed this instrument as of the
      22 nd day of
      November, 2006.




**ASSIGNOR** :





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


New
      Jersey limited liability company





By:  Mack-Cali
      Realty, L.P., a Delaware limited


partnership,
      its sole member




By:  Mack-Cali
      Realty Corporation, a


Maryland
      corporation, its general partner




By:  _______________________


Name:


Title:








**ASSIGNEE** :





MEADOWLANDS
      DEVELOPER LIMITED PARTNERSHIP , a


Delaware
      limited partnership





By:  Meadowlands
      Limited Partnership, a Delaware limited


partnership, its Managing General Partner




By:  Colony
      Xanadu, LLC, a Delaware limited liability


company, its Managing General Partner




By:  ____________________________


Name:


Title:





By:  Mack-Cali
      Meadowlands Special L.L.C., a New Jersey


limited liability company, a General Partner




By:  Mack-Cali
      Realty, L.P., a Delaware limited partnership,


its Sole Member




By:  Mack-Cali
      Realty Corporation, a Maryland


corporation, its General Partner




By:  ____________________________


Name:


Title:







Schedule
        5.1(d)
  
  None.




























**Schedule
      5.2(d)**




**Required
      Consents**









1.
      MC
      Entertainment - Consent of Sole Member




2.
      MC
      Special - Consent of Sole Member