Exhibit
      10.120


TERM
                LOAN AGREEMENT
              
              among
              
              MACK-CALI
                REALTY, L.P.
              
              and
              
              JPMORGAN
                CHASE BANK, N.A.
              
              and
              
              OTHER
                LENDERS WHICH MAY BECOME
              PARTIES
                TO THIS AGREEMENT
              
              with
              
              JPMORGAN
                CHASE BANK, N.A.,
              AS
                ADMINISTRATIVE AGENT
              
              and
              
              and
                J.P. MORGAN SECURITIES INC.,
              AS
                ARRANGER
              
              
              
              Dated
                as of November 29, 2006








TABLE
      OF CONTENTS




Section
              Page
 §1.
              DEFINITIONS
                  AND RULES OF INTERPRETATION§1.1.Definitions§1.2.Rules
                    of
                    Interpretation§2.
              THE
                  TERM LOAN FACILITY§2.1.Commitment
                    to Lend§2.2.[Reserved]§2.3.The
                    Notes§2.4.Interest
                    on Loans; Fees§2.5.Requests
                    for Loans§2.6.Conversion
                    Options§2.7.Funds
                    for Loans§2.8.Repayment
                    of Loans Maturity§2.9.Optional
                    Repayments of Loans§2.10.Mandatory
                    Prepayments§2.11.Reduction
                    of
                    Total Commitment§3.
              [RESERVED]§4.
              CERTAIN
                  GENERAL PROVISIONS§4.1.Funds
                    for Payments§4.2. Computations§4.3.Inability
                    to Determine LIBOR Rate§4.4.Illegality§4.5.Additional
                    Costs, Etc.§4.6.Capital
                    Adequacy§4.7.Certificate§4.8.Indemnity§4.9.Interest
                    During Event of Default§4.10.Reasonable
                    Efforts to Mitigate§4.11.Replacement
                    of
                    Lenders§5.
              GUARANTIES§5.1.Guaranties§5.2.Subsidiary
                    Guaranty Proceeds























Section
              Page
 §6.
              REPRESENTATIONS
                  AND WARRANTIES§6.1.Authority;
                  Etc.§6.2.Governmental
                    Approvals§6.3.Title
                    to
                    Properties; Leases§6.4.Financial
                    Statements§6.5.Fiscal
                    Year§6.6.Franchises,
                    Patents, Copyrights, Etc.§6.7.Litigation§6.8.No
                    Materially Adverse Contracts, Etc.§6.9.Compliance
                    With Other Instruments, Laws, Etc§6.10.Tax
                    Status§6.11.No
                    Event of Default; No Materially Adverse Changes§6.12.Investment
                    Company Acts; Public Utility Holding Company Act§6.13.Absence
                    of UCC
                    Financing Statements, Etc.§6.14.Absence
                    of
                    Liens.§6.15.Certain
                    Transactions§6.16.Employee
                    Benefit Plans§6.17.Regulations
                    U
                    and X§6.18.Environmental
                    Compliance§6.19.Subsidiaries§6.20.Loan
                    Documents§6.21.REIT
                    Status§6.22.Subsequent
                    Guarantors§7.
              AFFIRMATIVE
                  COVENANTS OF THE BORROWER ANDTHE
                  GUARANTORS§7.1.Punctual
                    Payment§7.2.Maintenance
                    of Office§7.3.Records
                    and Accounts§7.4.Financial
                    Statements, Certificates and Information§7.5.Notices§7.6.Existence
                    of Borrower and Subsidiary Guarantors;Maintenance
                  of
                  Properties§7.7.Existence
                    of MCRC; Maintenance of REIT Status ofMCRC;
                  Maintenance of Properties§7.8.Insurance§7.9.Taxes§7.10.Inspection
                    of
                    Properties and Books§7.11.Compliance
                    with Laws, Contracts, Licenses,and
                  Permit§7.12.Use
                    of
                    Proceeds§7.13.Additional
                    Guarantors; Solvency of Guarantors§7.14.Further
                    Assurances























(ii)











Section
              Page
 §7.15.Environmental
                  Indemnification§7.16.Response
                  Actions§7.17.   
                   Environmental
                  Assessments§7.18.Employee
                  Benefit Plans§7.19.No
                  Amendments
                  to Certain Documents§7.20.Distributions
                  in the Ordinary Course§8.
              CERTAIN
                  NEGATIVE COVENANTS OF THE BORROWERAND
                  THE GUARANTORS§8.1. Restrictions
                  on
                  Indebtedness§8.2. Restrictions
                  on
                  Liens, Etc.§8.3. Merger,
                  Consolidation and Disposition of Assets§8.4. Negative
                  Pledge§8.5. Compliance
                  with
                  Environmental Laws§8.6. Distributions§8.7. Employee
                  Benefit Plans§8.8. Fiscal
                  Year§9.
              FINANCIAL
                  COVENANTS OF THE BORROWER§9.1. Leverage
                  Ratio§9.2. Secured
                  Indebtedness§9.3. Tangible
                  Net
                  Worth§9.4. Interest
                  Coverage§9.5. Fixed
                  Charge Coverage§9.6. Unsecured
                  Indebtedness§9.7. Unencumbered
                  Property Interest Coverage§9.8. Investment
                  Limitation§9.9. Covenant
                  Calculations§10
              CONDITIONS
                  TO THE CLOSING DATE§10.1. Loan
                  Documents§10.2. Certified
                  Copies of Organization Documents§10.3. By-laws;
                  Resolutions§10.4. Incumbency
                  Certificate; Authorized Signers§10.5. Certificates
                  of
                  Insurance§10.6. Opinion
                  of Counsel Concerning Organization andLoan
                  Documents§10.7. Tax
                  Law
                  Compliance§10.8. Certifications
                  from Government Officials§10.9. Proceedings
                    and
                    Documents


§10.10.Fees§10.11.Closing
                  Certificate; Compliance Certificate






(iii)









Section
                Page
 §10.12.Subsequent
                    Guarantors§10.13.No
                    Default
                    Under Revolving Credit Agreement.§11.
                CONDITIONS
                    TO ALL BORROWINGS§11.1.Representations
                    True;
                    No Event of Default;Compliance
                    Certificate§11.2. No
                    Legal Impediment§11.3. Governmental
                    Regulation§12.
                EVENTS
                    OF DEFAULT; ACCELERATION; ETC.§12.1. Events
                    of Default and Acceleration§12.2. Termination
                    of
                    Commitment§12.3. Remedies§13.
                SETOFF§14.
                THE
                    ADMINISTRATIVE AGENT§14.1. Authorization§14.2. Employees
                    and
                    Agents§14.3. No
                    Liability§14.4. No
                    Representations§14.5. Payments§14.6. Holders
                    of Notes§14.7. Indemnity§14.8. Administrative
                    Agent as Lender§14.9. Notification
                    of
                    Defaults and Events of Default§14.10.Duties
                    in the
                    Case of Enforcement§14.11.Successor
                    Administrative Agent§14.12.Notices§15.
                EXPENSES§16.
                INDEMNIFICATION§17.
                SURVIVAL
                    OF COVENANTS, ETC.§18.
                ASSIGNMENT;
                    PARTICIPATIONS; ETC.§18.1. Conditions
                    to
                    Assignments by Lenders§18.2. Certain
                    Representations and Warranties;Limitations;
                    Covenants§18.3.  Register










(iv)











Section
              Page
 §18.4. New
                  Notes§18.5. Participations§18.6. Pledge
                  by Lender§18.7. Successors
                  and
                  Assigns; No Assignment by Borrower§18.8. Disclosure§19.
              NOTICES,
                  ETC.§20.
              GOVERNING
                  LAW; CONSENT TO JURISDICTIONAND
                  SERVICE§21.
              HEADINGS§22.
              COUNTERPARTS§23.
              ENTIRE
                  AGREEMENT, ETC.§24.
              WAIVER
                  OF JURY TRIAL AND CERTAINDAMAGE
                  CLAIMS§25.
              CONSENTS,
                  AMENDMENTS, WAIVERS, ETC.§26.
              SEVERABILITY§27.
              [RESERVED]§28.
              USA
                  PATRIOT ACT§29.
              USURY
                  SAVINGS CLAUSE














(v)





EXHIBITS






A
              Form
                  of Term Loan NoteB
              Form
                  of Subsidiary GuarantyC
              Form
                  of Loan RequestD
              Form
                  of Compliance CertificateE
              Form
                  of Closing CertificateF
              Form
                  of Assignment and Assumption AgreementG
              Form
                  of Notice of Continuation/ConversionH
              Form
                  of Leverage Ratio Certificate











SCHEDULES







SCHEDULE
                    CBD
                List
                    of CBD PropertiesSCHEDULE
                    EMPL
                List
                    of Employee Agreements with Key Management IndividualsSCHEDULE
                    EG
                List
                    of Eligible Ground Leases as of Closing DateSCHEDULE
                    SG
                List
                    of Subsidiary GuarantorsSCHEDULE
                    1.2
                Lenders’
                    CommitmentsSCHEDULE
                    6.1(b)
                Capitalization;
                    Outstanding Securities, Etc.SCHEDULE
                    6.3(a)
                Unencumbered
                    PropertiesSCHEDULE
                    6.3(c)
                Partially
                    Owned Real Estate Holding EntitiesSCHEDULE
                    6.7
                LitigationSCHEDULE
                    6.15
                Certain
                    TransactionsSCHEDULE
                    6.18
                Environmental
                    ComplianceSCHEDULE
                    6.19
                Subsidiaries













(vi)


TERM
      LOAN AGREEMENT








This
      TERM
      LOAN AGREEMENT (this “ ***Agreement*** ”)
      is
      made as of the 29th day of November, 2006, by and among MACK-CALI REALTY, L.P.,
      a Delaware limited partnership (“ ***MCRLP*** ”
or
      the
“ ***Borrower*** ”),
      having its principal place of business at 11 Commerce Drive, Cranford, New
      Jersey 07016, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank)
      (“ ***JPMorgan*** ”),
      having its principal place of business at 270 Park Avenue, New York, New York
      10017, and the other lending institutions party hereto or which may become
      parties hereto pursuant to §18 (individually, a “ ***Lender*** ”
and
      collectively, the “ ***Lenders*** ”)
      and
      JPMORGAN CHASE BANK, N.A., as the administrative agent for itself and each
      other
      Lender.





RECITALS





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





B.  Mack-Cali
      Realty Corporation, a Maryland corporation (“ ***MCRC*** ”),
      is
      the sole general partner of MCRLP, holds in excess of 88% of the partnership
      interests in MCRLP as of the date hereof, is qualified to elect REIT status
      for
      income tax purposes, and has agreed to guaranty the obligations of the Borrower
      hereunder.





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





D.  The
      Borrower has requested that the Lenders make a $350 million term loan to the
      Borrower, and the Lenders are willing to make such term loan to the Borrower
      on
      the terms and conditions set forth herein.





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





§1.  DEFINITIONS
      AND RULES OF INTERPRETATION .





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





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





Acquisition
      Property .
      Any
      Real Estate that has been owned for fewer than six (6) fiscal quarters, unless
      the Borrower has made a one-time election to no longer treat such Real Estate
      as
      an Acquisition Property for purposes of this Agreement.





Additional
      Funding Date .
      The
      date, on or after the Closing Date, and on which any Additional Term Loan is
      requested by the Borrower and made by the Lenders to the Borrower.





Additional
      Term Loan .
      See
§2.1.





Adjusted
      Unencumbered Property NOI .
      With
      respect to any fiscal period for any Unencumbered Property, the net income
      of
      such Unencumbered Property during such period, as determined in accordance
      with
      GAAP, before adjustment for (a) gains (or losses) from debt restructurings,
      non-cash valuation charges or extraordinary items relating to such Unencumbered
      Property, (b) minority interests, not inconsistent with the wholly-owned
      Subsidiary requirements for Unencumbered Properties and (c) income taxes; *plus* (x)
      interest expense relating to such Unencumbered Property and (y) depreciation
      and
      amortization relating to such Unencumbered Property and (z) the noncash portion
      of executive stock award rights and stock purchase rights relating to the
      Unencumbered Property in question included in written executive employment
      agreements, written employee plans or other written non-monetary employment
      compensation provisions to the extent excluded from net income, as determined
      in
      accordance with GAAP; *minus* a
      recurring capital expense reserve equal to one and one-half percent (1.5%)
      of
      total revenue (excluding interest income) of such Unencumbered Property for
      such
      period, after adjustments to eliminate the effect of the straight-lining of
      rents affecting such Unencumbered Property.





Administrative Agent .
      JPMorgan acting as administrative agent for the Lenders, or any successor
      administrative agent, as permitted by §14.





Administrative Agent’s
      Head Office .
      The
      Administrative Agent’s head office located at 270 Park Avenue, New York, New
      York 10017, or at such other location as the Administrative Agent may designate
      from time to time pursuant to §19 hereof, or the office of any successor
      Administrative Agent permitted under §14 hereof.





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





Agreement .
      This
      Term Loan Agreement, including the schedules and exhibits hereto, as the same
      may be from time to time amended and in effect.


2





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





Alternate
      Base Rate Loans .
      Those
      Loans bearing interest calculated by reference to the Alternate Base
      Rate.





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





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






3




**S&P
                Rating**
            **Moody’s
                Rating**
            **Third
                Rating**
            **Applicable**
              **Margin**
              **for
                LIBOR Rate Loans**
            **Applicable**
              **Margin**
              **for
                Alternate Base Rate Loans**No
                rating or less than BBB-
            No
                rating or less than Baa3
            No
                rating or less than BBB-/Baa3 equivalent
            1.125%
            0%BBB-
            Baa3
            BBB-/Baa3
                equivalent
            0.800%
            0%BBB
            Baa2
            BBB/Baa2
                equivalent
            0.650%
            0%BBB+
            Baa1
            BBB+/Baa1
                equivalent
            0.550%
            0%A-
                or higher
            A3
                or higher
            A-/A3
                equivalent
              or
                higher
            0.500%
            0%





Arranger .
      J.P.
      Morgan Securities Inc..





Assignment
      and Assumption .
      See
§18.1.





Borrower .
      As
      defined in the preamble hereto.





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





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





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





Capitalized
      Unencumbered Property NOI .
      As of
      any date of determination with respect to an Unencumbered Property (other than
      an Acquisition Property), an amount equal to the Revised Adjusted Unencumbered
      Property NOI for such Unencumbered Property for the most recent two (2) complete
      fiscal quarters *multiplied
      by* two (2),
      with the product being *divided
      by* 8.25%,
      except with respect to CBD Properties, which shall be *divided
      by* 7.75%; provided that if
      such Unencumbered Property has been owned for fewer than two
      (2)


4


complete
      fiscal quarters, the Revised Adjusted Unencumbered Property NOI for such
      Unencumbered Property shall be calculated by using the actual results for the
      period that such Unencumbered Property has been owned and adjusting such results
      for a period of two (2) complete fiscal quarters.





CBD
      Property(ies) .
      Collectively, (a) any Real Estate listed on Schedule
      CBD attached
      hereto, (b) any improved Real Estate which is located in the borough of
      Manhattan in New York, New York, Jersey City, New Jersey, Washington, D.C.,
      or
      San Francisco, California acquired after July 14, 2006, and (c) any other
      improved Real Estate which is located in markets with characteristics similar
      to
      those identified in clause (b) and is designated by the Administrative Agent and
      the Borrower as a CBD Property from time to time.





CERCLA .
      See
§6.18.





Closing
      Date .
      November 29, 2006, which is the date on which all of the conditions set forth
      in
§10 have been satisfied.





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





Commitment .
      With
      respect to each Lender, the amount set forth from time to time on ***Schedule
      1.2*** hereto
      as the amount of such Lender’s Commitment to make the Term Loan to the
      Borrower.





Commitment
      Percentage .
      With
      respect to each Lender, the percentage set forth on ***Schedule
      1.2*** hereto
      as such Lender’s percentage of the Total Commitment and any changes thereto from
      time to time.





Completed
      Loan Request .
      A loan
      request accompanied by all information required to be supplied under the
      applicable provisions of §2.5.





Consolidated
      or consolidated .
      With
      reference to any term defined herein, shall mean that term as applied to the
      accounts of MCRC and its subsidiaries (including the Borrower and the Subsidiary
      Guarantors) or MCRLP and its subsidiaries, as the case may be, consolidated
      in
      accordance with GAAP, excluding the effects of consolidation of investments
      in
      non-wholly owned subsidiaries under Interpretation No. 46 of the Financial
      Accounting Standards Board.





Consolidated
      Adjusted Net Income .
      For any
      period, an amount equal to the consolidated net income of MCRC, the Borrower
      and
      their respective Subsidiaries for such period, as determined in accordance
      with
      GAAP, before (a) gains (or losses) from the sale of real property or interests
      therein, debt restructurings, non-cash valuation charges and other extraordinary
      items, (b) minority interest of said Persons in other Persons and (c) income
      taxes; *plus* (w)
      interest expense, (x) depreciation and amortization, (y) the noncash
      portion


5


of
      executive stock award rights and stock purchase rights included in written
      executive employment agreements, written employee plans or other written
      non-monetary employment compensation provisions, and (z) certain non-recurring
      cash payments made pursuant to certain written employment agreements, written
      employee plans or other written employment compensation provisions with key
      management individuals existing as of the date hereof and described on ***Schedule
      EMPL*** hereto
      and their successors (as such agreements, plans and provisions may be amended
      from time to time) in an amount not to exceed $20,000,000 in the aggregate
      during any fiscal year; *minus* a
      recurring capital expense reserve in an amount equal to one and one-half percent
      (1.5%) of consolidated total revenue (excluding interest income) of MCRC, the
      Borrower and their respective Subsidiaries; all after adjustments to eliminate
      the effect of the straight-lining of rents; and all after adjustments for
      unconsolidated partnerships, joint ventures and other entities.





Consolidated
      Capitalized NOI .
      As of
      any date of determination, an amount equal to Revised Consolidated Adjusted
      Net
      Income for the most recent two (2) completed fiscal quarters *multiplied
      by* two (2),
      with the product being *divided
      by* 8.25%,
      except with respect to CBD Properties, which shall be *divided
      by* 7.75%; provided that if
      any Real Estate has been owned for fewer than two (2) complete fiscal quarters,
      the Revised Consolidated Adjusted Net Income for such Real Estate shall be
      calculated by using the actual results for the period that such Real Estate
      has
      been owned and adjusting such results for a period of two (2) complete fiscal
      quarters.





Consolidated Fixed
      Charges .
      For any
      fiscal period, the sum of (a) Consolidated Total Interest Expense, *plus* (b) the
      aggregate amount of all scheduled principal payments on all Indebtedness of
      MCRC, the Borrower and their respective Subsidiaries required to be made during
      such period, excluding optional prepayments and balloon principal payments
      due
      at maturity, *plus* (c) the
      aggregate of all Distributions payable on the preferred stock of or other
      preferred beneficial interests in the Borrower, MCRC or any of their respective
      Subsidiaries during such period.





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





Consolidat ed
      Tangible Net Wo rth. As
      of any
      date of determination, the Consolidated Total Capitalization *minus* Consolidated Total Liabilities.





Consolidated
      Total Capitalization .
      As of
      any date of determination, with respect to MCRC, the Borrower and their
      respective Subsidiaries determined on a consolidated basis in accordance with
      GAAP, the sum (without double-counting) of (a) Consolidated Capitalized NOI
      (other than with respect to (1) Acquisition Properties and (2) Real Estate
      with
      a negative Consolidated Capitalized NOI), *plus* (b) the
      cost of all Acquisition Properties, *plus* (c) the
      value of Unrestricted Cash and Cash Equivalents (excluding until forfeited
      or
      otherwise entitled to be retained by the Borrower or its Subsidiaries, tenant
      security and


6


other
      restricted deposits), *plus* (d) the
      aggregate costs incurred and paid to date by the Borrower and its Subsidiaries
      with respect to Construction-In-Process, *plus* (e) the
      value of Indebtedness of third parties to the Borrower and its Subsidiaries
      for
      borrowed money which is secured by mortgage liens on real estate (valued in
      accordance with GAAP at the book value of such Indebtedness and not then more
      than 90 days past due or declared by the Borrower or its relevant Subsidiary
      to
      be past due), *plus* (f) the
      actual net cash investment by the Borrower and its Subsidiaries in any Other
      Investments or Newco Investment (wherein such any Other Investment or Newco
      Investment (x) does not have any Indebtedness that is then more than 90 days
      past due or (y) has not been declared to be in default of any monetary or
      material monetizable obligations), *plus* (g) the
      book value of Unimproved Non-Income Producing Land *plus* (h) the
      value of Eligible Cash 1031 Proceeds; *provided* that the
      value of all permitted investments included within Consolidated Total
      Capitalization (other than Eligible Cash 1031 Proceeds) shall not exceed the
      limitations set forth in §9.8 hereof.





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





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





Consolidated
      Total Unsecured Interest Expense .
      For any
      fiscal period, Consolidated Total Interest Expense with respect to Consolidated
      Unsecured Indebtedness only for such period.





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





Construction-In-Process .
      Any
      Real Estate for which the Borrower, any Guarantor, any of the Borrower’s
      Subsidiaries or any Partially-Owned Entity is actively pursuing construction,
      renovation, or expansion of Buildings and, except for purposes of the covenant
      set forth in §9.8(c) hereof, for which construction is proceeding to completion
      without undue


7


delay
      from Permit denial, construction delays or otherwise, all pursuant to such
      Person’s ordinary course of business. Notwithstanding the foregoing, tenant
      improvements to previously constructed and/or leased Real Estate shall not
      be
      considered Construction-In-Process.





Conversion
      Request .
      A
      notice given by the Borrower to the Administrative Agent of its election to
      convert or continue a Loan in accordance with §2.6.





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





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





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





Delinquent
      Lender .
      See
§14.5.





Disqualify ing
      Environmental Ev ent .
      Any
      Release or threatened Release of Hazardous Substances, any violation of
      Environmental Laws or any other similar environmental event with respect to
      any
      Real Estate that is reasonably likely to have a material adverse effect on
      the
      value of such Real Estate.





Distribution .





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





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





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





Drawdown
      Date .
      The
      date on which any Loan is made or is to be made, and the date on which any
      Loan
      is converted or continued in accordance with §2.6.


8


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





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





Eligible
      Ground Lease .
      A
      ground lease that (a) has a minimum remaining term of thirty (30) years,
      including tenant controlled options, as of any date of determination, (b) has
      customary notice rights, default cure rights, bankruptcy new lease rights and
      other customary provisions for the benefit of a leasehold mortgagee or has
      equivalent protection for a leasehold permanent mortgagee by a subordination
      to
      such leasehold permanent mortgagee of the landlord’s fee interest, and (c) is
      otherwise acceptable for Without Recourse leasehold mortgage financing (with
      the
      exception permitted under clause (b) above) under customary prudent lending
      requirements. The Eligible Ground Leases as of the date of this Agreement are
      listed on ***Schedule
      EG*** .





Employee
      Benefit Plan .
      Any
      employee benefit plan within the meaning of §3(3) of ERISA maintained or
      contributed to by the Borrower or any ERISA Affiliate, other than a
      Multiemployer Plan.





Environmental
      Laws .
      See
§6.18(a).





Equity
      Interests .
      With
      respect to any Person, shares of capital stock of (or other ownership interests
      in) such Person, warrants, options or other rights for the purchase or other
      acquisition from such Person of shares of capital stock of (or other ownership
      interests


9


in)
      such
      Person, securities convertible into or exchangeable for shares of capital stock
      of (or other ownership interests in) such Person or warrants, rights or options
      for the purchase or other acquisition from such Person of such shares (or such
      other interests), and other ownership interests in such Person (including,
      without limitation, partnership, member, beneficial or trust interests therein),
      whether voting or nonvoting, and whether or not such shares, warrants, options,
      rights or other interests are authorized or otherwise existing on any date
      of
      determination.





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





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





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





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





Event
      of Default .
      See
§12.1.





Fee
      Letter .
      The fee
      letter agreement dated as of the date hereof among MCRC, the Borrower, the
      Administrative Agent and the Arranger.





Financial
      Statement Date .
      With
      respect to the Borrower, MCRC and their respective subsidiaries,
      December 31, 2005.





Fitch .
      Fitch
      Ratings, a division of Fitch, Inc., and its successors.





Funds
      From Operations .
      As
      defined in accordance with resolutions adopted by the Board of Governors of
      the
      National Association of Real Estate Investment Trusts as in effect from time
      to
      time, but in any event excluding one-time or non-recurring charges and non-cash
      valuation charges.





GAAP .
      Generally accepted accounting principles in effect from time to time in the
      United States, consistently applied.


10


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





Guaranties .
      Collectively, (i) the MCRC Guaranty, (ii) the Subsidiary Guaranty, and
      (iii) any other guaranty of the Obligations made by an Affiliate of the
      Borrower in favor of the Administrative Agent and the Lenders.





Guarantors .
      Collectively, MCRC, the Subsidiary Guarantors and any other Affiliate of the
      Borrower executing a Guaranty; *provided* , *however* ,
      when
      the context so requires, Guarantor shall refer to MCRC or such Affiliate, as
      appropriate. Any Guarantor that is the owner or ground lessee of an Unencumbered
      Property shall be a wholly-owned Subsidiary. *Provided*  *further* , *however* ,
      from
      and after the release of the Guaranty of any Subsidiary Guarantor pursuant
      to §5
      below, such Subsidiary Guarantor shall no longer be considered a “Guarantor” for
      purposes of this Agreement.





Hazardous
      Substances .
      See
§6.18(b).





Indebtedness .
      All
      obligations, contingent and otherwise, that in accordance with GAAP should
      be
      classified upon the obligor’s balance sheet as liabilities, including, without
      limitation, (a) all obligations for borrowed money and similar monetary
      obligations, whether direct or indirect; (b) all liabilities secured by any
      mortgage, pledge, negative pledge, security interest, lien, charge, or other
      encumbrance existing on property owned or acquired subject thereto, whether
      or
      not the liability secured thereby shall have been assumed; (c) all obligations
      under any Capitalized Lease (determined in accordance with §9.9) or any
      Synthetic Lease; (d) all guarantees for borrowed money, endorsements and other
      contingent obligations, whether direct or indirect, (without double counting
      and
      in accordance with §9.0) in respect of indebtedness or obligations of others,
      including any obligation to supply funds (including partnership obligations
      and
      capital requirements) to or in any manner to invest in, directly or indirectly,
      the debtor, to purchase indebtedness, or to assure the owner of indebtedness
      against loss, through an agreement to purchase goods, supplies, or services
      for
      the purpose of enabling the debtor to make payment of the indebtedness held
      by
      such owner or otherwise, (e) the obligations to reimburse the issuer in respect
      of any letters of credit (f) obligations in respect of banker acceptances,
      (g)
      obligations for the deferred purchase price of property to the extent of the
      value of such property (excluding accounts payable and expenses arising in
      the
      ordinary course of business), (h) payment obligations in respect of interest
      rate contracts, financial derivatives contracts and foreign exchange contracts,
      net of liabilities owed by the counterparties thereon, and (i) to the extent
      not
      otherwise included, obligations of the Borrower under so-called forward equity
      purchase contracts to the extent that such obligations are not payable solely
      in
      equity interests in MCRC; but, in any case, excluding Other Investments and
      the
      Newco Investment.


11


Initial
      Funding Date .
      The
      date, on or after the Closing Date, and on which the Initial Term Loan under
      this Agreement is requested by the Borrower and made by the Lenders to the
      Borrower.





Initial
      Term Loan .
      See
§2.1.





Intercompany
      Secured Debt .
      See
§8.2(xii).





Interest
      Payment Date .
      (i) As
      to any Alternate Base Rate Loan, the last day of the calendar month which
      includes the Drawdown Date thereof; and (ii) as to any LIBOR Rate Loan, the
      last
      day of the Interest Period for such LIBOR Rate Loan.





Interest
      Period .
      With
      respect to each Loan, (a) initially, the period commencing on the Drawdown
      Date
      of such Loan and ending on the last day of one of the following periods (as
      selected by the Borrower in a Completed Loan Request or as otherwise in
      accordance with the terms of this Agreement): (i) for any Alternate Base Rate
      Loan, the last day of the calendar month, and (ii) for any LIBOR Rate Loan,
      1,
      2, or 3 months ( *provided* that the
      Interest Period for LIBOR Rate Loans may be shorter than one (1) month in order
      to consolidate two (2) or more LIBOR Rate Loans); and (b) thereafter, each
      period commencing at the end of the last day of the immediately preceding
      Interest Period applicable to such Loan and ending on the last day of the
      applicable period set forth in (a) above as selected by the Borrower in a
      Conversion Request or as otherwise in accordance with this Agreement; *provided* that all
      of the foregoing provisions relating to Interest Periods are subject to the
      following:





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





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





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





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


12


subject
      to subparagraph (E) below, end on the last Business Day of a calendar month;
      and





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





Investment
      Grade Credit Rating .
      A
      long-term unsecured, non-credit enhanced debt rating (a) from Moody’s of Baa3 or
      higher, (b) from S&P of BBB- or higher, or (c) from a Third Rating Agency of
      the Baa3/BBB- equivalent or higher.





Investments .
      All
      expenditures made and all liabilities incurred (contingently or otherwise,
      but
      without double-counting): (i) for the acquisition of stock, partnership or
      other
      equity interests or Indebtedness of, or for loans, advances, capital
      contributions or transfers of property to, any Person; and (ii) for the
      acquisition of any other obligations of any Person. In determining the aggregate
      amount of Investments outstanding at any particular time: (a) there shall be
      included as an Investment all interest accrued with respect to Indebtedness
      constituting an Investment unless and until such interest is paid; (b) there
      shall be deducted in respect of each such Investment any amount received as
      a
      return of capital (but only by repurchase, redemption, retirement, repayment,
      liquidating dividend or liquidating distribution); (c) there shall not be
      deducted in respect of any Investment any amounts received as earnings on such
      Investment, whether as dividends, interest or otherwise, except that accrued
      interest included as provided in the foregoing clause (a) may be deducted when
      paid; and (d) there shall not be deducted from the aggregate amount of
      Investments any decrease in the value thereof.





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





Lender
      Affiliate .  With
      respect to any Lender, an Affiliate of such Lender.





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





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


13





(i)  First,
      the Administrative Agent shall determine the amount by which (a) the total
      amount of interest which would have otherwise accrued hereunder on each
      installment of principal prepaid or not so drawn, during the period beginning
      on
      the date of such prepayment or failure to draw and ending on the last day of
      the
      applicable LIBOR Rate Loan Interest Period (the “ ***Reemployment
      Period*** ”),
      exceeds (b) the total amount of interest which would accrue, during the
      Reemployment Period, on any readily marketable bond or other obligation of
      the
      United States of America designated by the Administrative Agent in its sole
      discretion at or about the time of such payment, such bond or other obligation
      of the United States of America to be in an amount equal (as nearly as may
      be)
      to the amount of principal so paid or not drawn after elected and to have
      maturity at the end of the Reemployment Period, and the interest to accrue
      thereon to take account of amortization of any discount from par or accretion
      of
      premium above par at which the same is selling at the time of designation.
      Each
      such amount is hereinafter referred to as an “ ***Installment
      Amount*** ”.





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





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





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





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





LIBOR
      Rate .  For
      any Interest Period with respect to a LIBOR Rate Loan, the rate of interest
      per
      annum (rounded upward, if necessary, to the nearest 1/100 of one percent) equal
      to the rate appearing on the display known as “Telerate Page 3750” (or on any
      successor or substitute page of such service, or any successor to or substitute
      for such service, providing rate quotations comparable to those currently
      provided on such page of such service, as reasonably determined by the
      Administrative Agent from time to time for purposes of providing quotations
      of
      interest rates applicable to dollar deposits in the London interbank market)
      at
      approximately 11:00 a.m., London time, two Business Days prior to the
      commencement of such Interest Period, as the rate for dollar deposits with
      a
      maturity comparable to such Interest Period. In the event that such rate is
      not
      available at such time


14


for
      any
      reason, then the “ LIBOR
      Rate ”
with
      respect to such LIBOR Rate Loan for such Interest Period shall be the rate
      at
      which dollar deposits of $5,000,000 and for a maturity comparable to such
      Interest Period are offered by the principal London office of the Administrative
      Agent in immediately available funds in the London interbank market at
      approximately 11:00 a.m., London time, two Business Days prior to the
      commencement of such Interest Period.




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





LIBOR
      Rate Loan(s ).
      Loans
      bearing interest calculated by reference to the LIBOR Rate.





Lien .
      See
§8.2.





Loan
      Documents .
      Collectively, this Agreement, the Notes, the Guaranties, and any and all other
      agreements, instruments or documents now or hereafter identified thereon as
      a
“Loan Document” under this Agreement, and all schedules, exhibits and annexes
      hereto or thereto, as the same may from time to time be amended and in
      effect.





Loans .
      The
      Term Loan made by the Lenders pursuant to Section 2.1; provided, that if any
      such loan (or portions thereof) are combined or subdivided pursuant to a
      Conversion Request, the term “Loans” shall refer to the combined principal
      amount resulting from such combination or to each of the separate principal
      amounts resulting from such subdivision, as the case may be.





Majority
      Lenders .
      The
      Lenders holding fifty-one percent (51%) of the sum of the aggregate outstanding
      principal amount of the Loans and the aggregate unsused (and available)
      Commitments of all Lenders on such date.





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





Maturity
      Date .
      May 29,
      2007, or such earlier date on which the Loans shall become due and payable
      pursuant to the terms thereof. The Borrower may, by notice to
      the


15


Administrative
      Agent given at least thirty (30) days prior to the May 29, 2007, extend the
      Maturity Date up to six (6) months (until November 29, 2007), *provided* that no
      Default or Event of Default shall have occurred and be continuing and that
      the
      Borrower pay an aggregate extension fee equal to 0.05% of the then outstanding
      principal amount of the Loans (to the Administrative Agent for the ratable
      benefit of the Lenders).





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





MCRC
      Organizational Change .
      See
§7.7.





Moody’s .
      Moody’s
      Investors Service, Inc., and its successors.





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





Net
      Cash Proceeds .
      With
      respect to (i) any sale, lease, transfer or other disposition of any asset
      or
      (ii) the incurrence or issuance of any Indebtedness or (iii) the sale or
      issuance of any Equity Interests to any Person (other than by the Borrower
      to
      MCRC or by any Subsidiary of the Borrower to the Borrower or another Subsidiary
      of the Borrower and other than option exercises under MCRC’s stock option plans)
      (including, without limitation, receipt of any capital contribution) by any
      Person, the aggregate amount of cash received from time to time (whether as
      initial consideration or through payment or disposition of deferred
      consideration) by or on behalf of such Person in connection with such
      transaction after deducting therefrom only (without duplication) (a) reasonable
      and customary brokerage commissions, underwriting fees and discounts, legal
      fees, finder’s fees and other similar fees and commissions, (b) the amount of
      taxes payable (or reasonably estimated to be payable) in connection with or
      as a
      result of such transaction, (c) the amount of any Indebtedness secured by a
      Lien
      on such asset that, by the terms of the agreement or instrument governing such
      Indebtedness, is required to be repaid (and that is repaid) upon such
      disposition and (d) the amount of any Indebtedness that is required to be repaid
      (and is repaid) under the Revolving Credit Agreement in order for the Borrower
      to maintain compliance with the covenants set forth in §8.3 and §9 of the
      Revolving Credit Agreement.





Newco
      Investment .
      An
      investment made by the Borrower, any Guarantor or any Subsidiary in one or
      more
      joint ventures to be formed substantially simultaneously with the Closing Date
      in order to acquire Real Estate assets or interests in entities that own Real
      Estate assets and in which the Borrower and its Subsidiaries will own not more
      than 50% of the Equity Interests; *provided* that (a)
      such investment would not jeopardize MCRC’s status as a REIT, (b) subject to the
      next sentence, such investment is Without Recourse to the Person making such
      investment and the liability of the Person making such investment is limited
      solely (including in any insolvency proceeding affecting such Person) to the
      amount


16


so
      invested, and (c) if the Person making such investment exercises any management
      or control responsibilities, such management and/or control shall be exercised
      through a so-called “bankruptcy-remote entity”. Notwithstanding anything
      contained in the foregoing definition to the contrary, an investment may still
      be a Newco Investment if it provides for (i) guaranties of completion, (ii)
      guaranties of payment (which shall be included in Consolidated Total
      Liabilities), (iii) environmental guaranties and indemnities, and/or (iv) other
      typical recourse carve-outs from otherwise long-term, non-recourse debt, such
      as
      for fraud, waste, misappropriation of proceeds and material
      misrepresentations.





Non-Material
      Breach .
      A (i)
      breach of a representation or warranty or covenant contained in §6 or §7 (other
      than §7.1), (ii) breach of any other representation or warranty or covenant as
      to which such term “Non-Material Breach” is specifically applied, or
      (iii) Permitted Event; but only to the extent any such breach under (i) or
      (ii) or an event under (iii) (other than §7.1), neither (A) singularly or in
      conjunction with any other existing breaches or events under (iii), materially
      adversely affect the business, properties or financial condition of (x) MCRC;
      (y) MCRLP; or (z) the Borrower, the Guarantors and their Subsidiaries, taken
      as
      whole nor (B) singularly or in conjunction with any other existing breaches
      or
      events under (iii), materially adversely affect the ability of (x) MCRC;
      (y) MCRLP; or (z) the Borrower, the Guarantors and their Subsidiaries,
      taken as a whole, to fulfill the obligations to the Lenders under the Loan
      Documents (including, without limitation, the repayment of all amounts
      outstanding under the Loans, together with interest and charges thereon, when
      first due) nor (C) has been identified in this Agreement specifically as a
      matter that does not constitute a Non-Material Breach. During the continuance
      of
      any Permitted Event, the Real Estate (including Unencumbered Property) and
      other
      assets of any affected Guarantor shall be excluded from asset (but not
      liability) and income (but not loss) calculation under §9 which exclusions shall
      be evidenced in all compliance certificates provided as required by this
      Agreement.





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





Note
      Record .
      A
      Record with respect to the Notes.





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





Obligations .
      All
      indebtedness, obligations and liabilities of the Borrower and its Subsidiaries
      to any of the Lenders and the Administrative Agent, individually or
      collectively, under this Agreement or any of the other Loan Documents or in
      respect of any


17


of
      the
      Loans or the Notes or other instruments at any time evidencing any thereof,
      whether existing on the date of this Agreement or arising or incurred hereafter,
      direct or indirect, joint or several, absolute or contingent, matured or
      unmatured, liquidated or unliquidated, secured or unsecured, arising by
      contract, operation of law or otherwise.





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





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





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





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





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





Permitted
      Event .
      The
      exclusion of a Guarantor (other than MCRC) or any other Subsidiary or Operating
      Subsidiary as a Credit Party by the Borrower solely for the purposes of the
      proceedings of a bankruptcy filed by or against such Person and involving for
      all


18


creditors
      of such bankruptcy a total Indebtedness which is in an amount permitted within
      §12.1(f)(i) cumulatively with any other then pending Permitted Event or other
      matter affecting §12.1(f)(i). For purposes of a Permitted Event, the term
“bankruptcy” shall include all actions or proceedings described in §12.1(g) or
§12.1(h). The Borrower may exercise the provisions of §12.1 (last paragraph) for
      Permitted Event(s) provided such exercise shall not allow for a breach of the
      limitation on Permitted Events relating to §12.1(f)(i) or otherwise cause a
      Default or Event of Default.





Permitted
      Liens .
      Liens,
      security interests and other encumbrances permitted by §8.2.





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





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





Public
      Debt .
      Unsecured Indebtedness, not subordinated to the Obligations (or to the holders
      thereof), issued by the Borrower and which is either (a) in offerings registered
      under the Securities Act of 1933, as amended, or in transactions exempt from
      registration pursuant to rule 144A or Regulation B thereunder or listed on
      non-U.S. securities exchanges or (b) pursuant to the Indenture dated as of
      March
      16, 1999 by and between the Borrower, MCRC and Wilmington Trust Company, a
      Delaware banking corporation as trustee, or any successor trustee or assignee
      thereof (collectively, the “ ***Trustee*** ”),
      as
      supplemented by Supplemental Indenture No. 1 dated as of the same date between
      the Borrower and the Trustee, and by Supplemental Indenture No. 2 dated as
      of
      August 2, 1999 between the Borrower and the Trustee, and by Supplemental
      Indenture No. 3 dated as of December 21, 2000 between the Borrower and
      the Trustee, and by Supplemental Indenture No. 4 dated as of
      January 29, 2001 between the Borrower and the Trustee, and by Supplemental
      Indenture No. 5 dated as of December 20, 2002 between the Borrower and the
      Trustee, and by Supplemental Indenture No. 6 dated as of March 14, 2003 between
      the Borrower and the Trustee, and by Supplemental Indenture No. 7 dated as
      of
      June 12, 2003 between the Borrower and the Trustee, and by Supplemental
      Indenture No. 8 dated as of February 9, 2004 between the Borrower and the
      Trustee, and by Supplemental Indenture No. 9 dated as of March 22, 2004 between
      the Borrower and the Trustee and by Supplemental Indenture No. 10 dated as
      of
      January 25, 2005 between the Borrower and the Trustee, and by Supplemental
      Indenture No. 11 dated as of April 15, 2005 between the Borrower and the
      Trustee, and by Supplemental Indenture No. 12 dated as of November 30, 2005
      between the Borrower and the Trustee, and by Supplemental Indenture No. 13
      dated
      as of January 24,


19


2006
      between the Borrower and the Trustee, and as the Indenture may be further
      supplemented and/or amended from time to time.





RCRA .
      See
§6.18.





Real
      Estate .
      The
      fixed and tangible properties consisting of land, buildings and/or other
      improvements owned or ground-leased as a lessee by the Borrower, by any
      Guarantor or by any other entity in which the Borrower is the holder of an
      equity interest (other than Other Investments or the Newco Investment) at the
      relevant time of reference thereto, including, without limitation, (i) the
      Unencumbered Properties at such time of reference, and (ii) the real estate
      assets owned or ground-leased as a lessee by each of the Partially-Owned
      Entities at such time of reference.





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





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





Reinstated
      Commitment .
      See
§2.1.





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





Release .
      See
§6.18(c)(iii).





Required
      Lenders .
      The
      Lenders holding sixty-six and two-thirds percent (66-2/3%) of the sum of the
      aggregate outstanding principal amount of the Loans and the aggregate unused
      (and available) Commitments of all Lenders on such date; and *provided
      further* that if
      any Lender shall be a Delinquent Lender at such time, then there shall be
      excluded from the determination of Required Lenders the amount of the Commitment
      and Loans of such Lender, as applicable, at such time.





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


20


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





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





Revolving
      Credit Agreement .
      The
      Second Amended and Restated Revolving Credit Agreement dated as of November
      23,
      2004 among the Borrower, JPMorgan and the other lenders party thereto, and
      JPMorgan as administrative agent for such lenders, as modified by the Extension
      and Modification Agreement dated as of September 16, 2005 and the Second
      Modification Agreement dated as of July 14, 2006.





Revolving
      Credit Facility .
      The
      revolving credit facility evidenced by the Revolving Credit
      Agreement.





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





SARA .
      See
§6.18.





SEC
      Filings .
      Collectively, (a) the MCRC’s Annual Report on Forms 10-K and 10-K/A for the year
      ended December 31, 2005, filed with the Securities and Exchange Commission
      (the
“ ***SEC*** ”)
      pursuant to the Securities and Exchange Act of 1934, as amended (the
“ ***Exchange
      Act*** ”),
      and
      (b) MCRC’s Quarterly Report on Form 10-Q for the fiscal quarter ended September
      30, 2006, filed with the SEC pursuant to the Exchange Act.





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





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


21


Subsidiary
      Guarantor .
      Any
      Guarantor other than MCRC. The Subsidiary Guarantors on the Closing Date are
      listed on ***Schedule
      SG*** hereto.





Subsidiary  Guaranty .
      The
      Guaranty made by the Subsidiary Guarantors in favor of the Administrative Agent
      and the Lenders in substantially the form of ***Exhibit
      B*** hereto,
      pursuant to which the Subsidiary Guarantors jointly and severally guaranty
      the
      unconditional payment and performance of the Obligations.





Subsidiary
      Guaranty Proceeds .
      See
§5.2.





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





Thir d
      Debt
      Rat ing .
      MCRLP’s
      long term unsecured, non-credit enhanced debt rating from a Third Rating
      Agency.





Third
      Rating Agency .
      Fitch
      or another nationally-recognized rating agency (other than S&P or Moody’s)
      reasonably satisfactory to the Administrative Agent.





Total
      Commitment .
      The sum
      of the Commitments of the Lenders, which shall equal $350,000,000, as the same
      may be reinstated in accordance with §2.1 or reduced or terminated in accordance
      with §2.11.





Type .
      As to
      any Loan, its nature as a Alternate Base Rate Loan or a LIBOR Rate
      Loan.





Unanimous
      Lender Approval .
      The
      written consent of each Lender that is a party to this Agreement at the time
      of
      reference.





Unencumbered
      Property .
      Any
      Real Estate located in the United States that on any date of determination:
      (a)
      is not subject to any Liens (including any such Lien imposed by the
      organizational documents of the owner of such asset, but excluding Permitted
      Liens other than those listed in §8.2(iii) and §8.2(x)), as certified to his
      knowledge by an officer of the Borrower on the Closing Date or such later date
      on which such Real Estate becomes an Unencumbered Property, (b) is not the
      subject of a Disqualifying Environmental Event, as certified to his knowledge
      by
      an officer of the Borrower on the Closing Date or such later date on which
      such
      Real Estate becomes an Unencumbered Property (which certification may be based
      on third party reports) (c) has been improved with a Building or Buildings
      which
      (1) have been issued a certificate of occupancy (where available) or is
      otherwise lawfully occupied for its intended use, and (2) are fully operational,
      including in each case, an Unencumbered Property that is being renovated and
      such renovation is proceeding to completion without undue delay from Permit
      denial, construction delays or otherwise, (d) is not in violation of the
      covenant set forth in §7.9 hereof, (e) is wholly owned or ground-leased under an
      Eligible Ground Lease by the Borrower or a Guarantor that is a
      wholly


22


owned
      Subsidiary, and (f) has not been the subject of an event or occurrence that
      has
      had a Material Adverse Effect on such Guarantor.





Unimproved
      Non-Income Producing Land .
      Any
      Real Estate consisting of raw land which is unimproved by Buildings and does
      not
      generate any rental income or other income for MCRC or the Borrower or any
      of
      their respective Subsidiaries.





Unrestr icted
      Cash and Cash Equiva lents .
      As of
      any date of determination, the sum of (a) the aggregate amount of unrestricted
      cash then held by the Borrower or any of its Subsidiaries and (b) the aggregate
      amount of unrestricted cash equivalents (valued at fair market value) then
      held
      by the Borrower or any of its Subsidiaries. As used in this definition, (i)
      “unrestricted” means the specified asset is not subject to any Liens in favor of
      any Person and (ii) “cash equivalents” includes overnight deposits and also
      means that such asset has a liquid, par value in cash and is convertible to
      cash
      within 3 months. Notwithstanding anything contained herein to the contrary,
      the
      term Unrestricted Cash and Cash Equivalents shall not include the Commitments
      of
      the Lenders to make Loans under the Revolving Credit Facility or any other
      commitments from which the access to such cash or cash equivalents would create
      Indebtedness.





U nsecured
      Inde btedness .
      All
      Indebtedness of any Person that is not secured by a Lien on any asset of such
      Person.





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





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





§1.2.  Rules
      of Interpretation .





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


23





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





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





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





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





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





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





(viii)  Reference
      to a particular “§” refers to that section of this Agreement unless otherwise
      indicated.





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





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





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





§2.  THE
      TERM LOAN FACILITY .





§2.1.  Commitment
      to Lend .
      Subject
      to the terms and conditions set forth in this Agreement, each Lender hereby
      severally and not jointly agrees to make a term loan in Dollars (the ***“Initial
      Term Loan”*** and
      collectively with any Additional Term Loans (as defined below), the
“ ***Term
      Loans*** ”)
      to the
      Borrower on the Initial Funding Date, in an amount equal to such Lender's
      Commitment Percentage of the principal amount of


24


$350,000,000
      (or such lesser amount as shall be requested by the Borrower). The aggregate
      amount of the Initial Term Loans to be made hereunder shall not exceed
      $350,000,000. The Initial Term Loan shall be made by the Lenders simultaneously
      and proportionately to their respective Commitment Percentages, it being
      understood that no Lender shall be responsible for any failure by any other
      Lender to perform its obligation to make the Initial Term Loan hereunder nor
      shall the Initial Term Loan of any Lender be increased or decreased as a result
      of any such failure. The Commitments shall expire on the earlier of (i) the
      date
      on which the Initial Term Loan is made and (ii) December 4, 2006 ;
      provided that if a portion of the Loans have been repaid in accordance with
      §2.10(c), then the Commitments shall be reinstated to the extent of and in an
      amount equal to the portion of the Loans so repaid (the “ ***Reinstated
      Commitments*** ”)
      and
      such Reinstated Commitments shall be available for reborrowing in accordance
      with the next paragraph.





Subject
      to the terms and conditions set forth in this Agreement, each Lender hereby
      severally and not jointly agrees to make an additional term loan in a single
      draw in Dollars (the ***“Additional
      Term Loan”*** )
      to the
      Borrower on the Additional Funding Date, in an amount equal to such Lender's
      Commitment Percentage of the principal amount of the Reinstated Commitments
      as
      shall be requested by the Borrower. The amount of the Additional Term Loan
      shall
      not exceed the amount of the Reinstated Commitments, and the aggregate
      outstanding amount of the Term Loans (after giving effect to such Additional
      Term Loan) shall not exceed $350,000,000. The Additional Term Loan shall be
      made
      by the Lenders simultaneously and proportionately to their respective Commitment
      Percentages, it being understood that no Lender shall be responsible for any
      failure by any other Lender to perform its obligation to make an Additional
      Term
      Loan hereunder nor shall the Additional Term Loan of any Lender be increased
      or
      decreased as a result of any such failure. The Reinstated Commitment shall
      expire on the earlier of (i) the date on which the Additional Term Loan is
      made
      and (ii) January 31, 2007.





Each
      request for a Loan made pursuant to §2.5 hereof shall constitute a
      representation and warranty by the Borrower that the conditions set forth in
§10
      have been satisfied as of the Closing Date and that the conditions set forth
      in
§11 have been satisfied on the date of such request and will be satisfied on
      the
      proposed Drawdown Date of the requested Loan, *provided* that the
      making of such representation and warranty by the Borrower shall not limit
      the
      right of any Lender not to len d
      if such
      conditions have not been met. No Loan shall be required to be made by any Lender
      unless all of the conditions contained in §10 have been satisfied as of the
      Closing Date and all of the conditions set forth in §11 have been met at the
      time of any request for a Loan.





§2.2.  [ Reserved] .





§2.3.  The
      Notes .
      The
      Loans shall be evidenced by the Notes. A Note shall be payable to the order
      of
      each Lender in an aggregate principal amount equal to such Lender’s Commitment.
      The Borrower irrevocably authorizes each Lender to make or cause to be made,
      at
      or about the time of the Drawdown Date of any Loan or at the time of receipt
      of
      any payment of principal on such Lender’s Notes, an appropriate notation on such
      Lender’s Note Record reflecting the making of such Loan or (as the case may be)
      the receipt of such


25


payment.
      The outstanding amount of the Loans set forth on such Lender’s Note Record shall
      be *prima
      facie* evidence
      of the principal amount thereof owing and unpaid to such Lender, but the failure
      to record, or any error in so recording, any such amount on such Lender’s Note
      Record shall not limit or otherwise affect the obligations of the Borrower
      hereunder or under any Note to make payments of principal of or interest on
      any
      Note when due. The Administrative Agent hereby agrees to provide the Borrower
      with a statement concerning the outstanding amount of the Loans, in reasonable
      detail, on a monthly basis. Although each Note shall be dated the Closing Date,
      interest in respect thereof shall be payable only for the periods during which
      the Loans evidenced thereby to the Borrower are outstanding, and although the
      stated amount of such Notes shall be equal to the Total Commitment as of the
      date hereof, such Notes shall be enforceable, with respect to obligations of
      the
      Borrower to pay the principal amount thereof, only to the extent of the unpaid
      principal amount of the Loans to them as of any date of
      determination.





§2.4.  Interest
      on Loans; Fees .





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





(b)  Interest
      on LIBOR Rate Loans .
      Except
      as otherwise provided in §4.9, each LIBOR Rate Loan shall bear interest for the
      period commencing with the Drawdown Date thereof and ending on the last day
      of
      the Interest Period with respect thereto (unless earlier paid in accordance
      with
§2.9) at a rate equal to the LIBOR Rate determined for such Interest Period *plus* the
      Applicable Margin for LIBOR Rate Loans.





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





(d)  Fees .
      The
      Borrower shall pay the fees as set forth in the Fee Letter.





§2.5.  Requests
      for Loans .





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





(i)  The
      Borrower shall submit a Completed Loan Request to the Administrative Agent
      as
      provided in this §2.5. Such Completed Loan Request shall be irrevocable and
      binding on the Borrower and shall obligate the Borrower to accept the Loans
      requested from the Lenders on the proposed Drawdown Date.





(ii)  Each
      Completed Loan Request may be delivered by the Borrower to the Administrative
      Agent by 12:00 p.m. noon (New York City time) on any Business Day. Such delivery
      shall be made at least by 12:00 p.m. noon (New York time) on


26


the
      proposed Drawdown Date of any Alternate Base Rate Loan, and at least three
      (3)
      Business Days prior to the proposed Drawdown Date of any LIBOR Rate
      Loan.





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





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





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





(b)  both
      before and after giving effect to the Loan to be made pursuant to the Completed
      Loan Request, all of the conditions contained in §10 shall have been satisfied
      as of the Closing Date and all of the conditions set forth in §11 shall have
      been met, including, without limitation, the condition under §11.1 that there be
      no Default or Event of Default under this Agreement; and





(c)  the
      Administrative Agent shall have received a certificate in the form of ***Exhibit
      D*** hereto
      signed by the chief financial officer or senior vice president of finance or
      other thereon designated officer of the Borrower setting forth computations
      evidencing compliance with the covenants contained in §§9.1 and 9.6 on a *pro
      forma* basis
      after giving effect to such requested Loan (including, to the extent necessary
      to evidence compliance thereunder, the estimated results for all Real Estate
      to
      be acquired with the proceeds of such requested Loan), and, certifying that,
      both before and after giving effect to such requested Loan, no Default or Event
      of Default exists or will exist under this Agreement or any other Loan Document,
      and that after taking into account such requested Loan, no Default or Event
      of
      Default will exist as of the Drawdown Date or thereafter.





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





§2.6.  Conversion
      Options .





(a)  The
      Borrower may elect from time to time by delivering a Conversion Request in
      the
      form of ***Exhibit
      L*** to
      convert all or a portion of any outstanding Loan to a


27


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





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





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





(d)  The
      Borrower may not request or elect a LIBOR Rate Loan pursuant to §2.5, elect to
      convert a Alternate Base Rate Loan to a LIBOR Rate Loan pursuant to §2.6(a),
      elect to continue a LIBOR Rate Loan pursuant to §2.6(b) or have continued a
      LIBOR Rate Loan pursuant to §2.6(c) if, after giving effect thereto, there would
      be greater than three (3) LIBOR Rate Loans then outstanding. Any Loan Request
      for a LIBOR Rate Loan that would create greater than three (3) LIBOR Rate Loans
      outstanding shall be deemed to be a Loan Request for a Alternate Base Rate
      Loan.


28


§2.7.  Funds
      for Loans .





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





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


29


360.
      A
      statement of the Administrative Agent submitted to such Lender with respect
      to
      any amounts owing under this paragraph shall be *prima
      facie* evidence
      of the amount due and owing to the Administrative Agent by such Lender. If
      the
      amount of such Lender’s Commitment Percentage of such Loans is not made
      available to the Administrative Agent by such Lender within three (3) Business
      Days following such Drawdown Date, the Administrative Agent shall be entitled
      to
      recover such amount from the Borrower on demand, with interest thereon at the
      rate per annum applicable to the Loans made on such Drawdown Date.





§2.8.  Repayment
      of Loans at Maturity .
      The
      Borrower promises to pay on the Maturity Date, and there shall become absolutely
      due and payable on the Maturity Date, all unpaid principal of the Loans
      outstanding on such date, together with any and all accrued and unpaid interest
      thereon, and any and all other unpaid amounts due under this Agreement, the
      Notes or any other of the Loan Documents.





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





§2.10. Mandatory
      Prepayments . **** (a) **** The
      Borrower shall, on the date of receipt of any Net Cash Proceeds by MCRC, the
      Borrower or their respective Subsidiaries from (a) the sale, lease, transfer
      or
      other disposition of any assets of MCRC, the Borrower or their respective
      Subsidiaries (other than any sale, lease, transfer or other disposition of
      assets for Net Cash Proceeds in the aggregate not to exceed $25,000,000 during
      the term of this Agreement), (b) the incurrence or issuance by MCRC, the
      Borrower or their respective Subsidiaries of any Indebtedness (other than
      borrowings under the Revolving Credit Facility); provided, however, that if
      any
      Indebtedness is incurred for a particular acquisition or transaction and such
      acquisition or transaction is either unwound or not consummated, then the Net
      Cash Proceeds of such Indebtedness shall be used to pay back the lender of
      such
      Indebtedness, or (c) the issuance and sale by MCRC, the Borrower or their
      respective Subsidiaries of any Equity Interests for cash, prepay the Loans
      in an
      aggregate amount equal to such Net Cash Proceeds. The Borrower shall make such
      prepayment together with all


30


accrued
      interest on the amount prepaid. Notwithstanding the foregoing, (1) the Borrower
      shall not be required to make the prepayment described in clause (a) if and
      to
      the extent that the Borrower uses such Net Cash Proceeds to purchase other
      real
      property assets, in a bona fide, qualified, deferred exchange under §1031 of the
      Code, provided that (i) the Borrower shall deposit all such Net Cash Proceeds
      of
      sale or other disposition, until required in connection with the purchase of
      a
      property, with a qualified intermediary reasonably acceptable to the
      Administrative Agent and (ii) such qualified intermediary shall be instructed
      to
      pay such net proceeds to the Administrative Agent on behalf of the Lenders
      in
      the event that either (x) such other real property assets are not identified
      within 45 days of such sale, or (y) such purchase does not occur within 180
      days
      of such sale and (2) if MCRC, the Borrower or their respective Subsidiaries
      receives Net Cash Proceeds from the sale of the Real Estate located at 795
      Folsom Street in San Francisco, California that would otherwise be required
      to
      be used to prepay the Loans, the Borrower may elect to retain such Net Cash
      Proceeds if it instead reduces the Total Commitment pursuant to §2.11 in an
      amount equal to such Net Cash Proceeds that would have otherwise been used
      to
      prepay the Loans. Amounts repaid pursuant to this §2.10(a) may not be
      reborrowed.





(b)  If
      any
      transaction to which the Borrower applies the proceeds of the Loans does not
      close for any reason, or if the Borrower uses the proceeds of the Loans to
      make
      a deposit on any transaction (whether into an escrow account or otherwise)
      and
      such deposit is thereafter returned or refunded to MCRC, the Borrower or their
      respective Subsidiaries, then in each case, the Borrower shall, on the date
      such
      proceeds are returned to MCRC, the Borrower or any of their respective
      Subsidiaries, prepay the Loans in an aggregate amount equal to such returned
      amount. Amounts repaid pursuant to this §2.10(b) may not be
      reborrowed.





(c)  As
      soon
      as possible after the Initial Funding Date, the Borrower shall borrow
      $200,000,000 under the Revolving Credit Facility, and the Borrower shall, on
      the
      date such loan proceeds are received by it, prepay $200,000,000 of the principal
      amount of the Loans. Amounts repaid pursuant to this §2.10(c) may be reborrowed
      in accordance with §2.1.








§2.11. Reduction
      of Total Commitment . ****


The
      Borrower shall have the right at any time and from time to time upon written
      notice to the Administrative Agent not later than 5:00 p.m. (New York time)
      on
      the reduction or termination date (if prior to December 6, 2006, or one (1)
      Business Day notice, if thereafter) to reduce by $10,000,000 or an integral
      multiple thereof or terminate entirely the unborrowed portion of the Total
      Commitment (including any Reinstated Commitments), whereupon the Commitments
      of
      the Lenders shall be reduced pro rata in accordance with their respective
      Commitment Percentages of the amount specified in such notice or, as the case
      may be, terminated. Promptly after receiving any notice of the Borrower
      delivered pursuant to this §2.11, the Administrative Agent will notify the
      Lenders of the substance thereof. No reduction of the Commitments may be
      reinstated.


31


§3. [RESERVED] .





§4.  CERTAIN
      GENERAL PROVISIONS .





§4.1. Funds
      for Payments .





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





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





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





§4.3. Inability
      to Determine LIBOR Rate .
      In the
      event, prior to the commencement of any Interest Period relating to any LIBOR
      Rate Loan, the Administrative Agent shall reasonably determine that adequate
      and
      reasonable methods do not exist for ascertaining the LIBOR Rate that would
      otherwise determine the rate of interest to be applicable to any LIBOR Rate
      Loan
      during any Interest Period, the Administrative Agent shall forthwith give notice
      of such determination (which
      shall be conclusive and binding on the Borrower) to
      the
      Borrower and the Lenders. In such event (a) any Loan Request with respect to
      LIBOR Rate


32


Loans
      shall be automatically withdrawn and shall be deemed a request for Alternate
      Base Rate Loans, (b) each LIBOR Rate Loan will automatically, on the last day
      of
      the then current Interest Period thereof, become a Alternate Base Rate Loan,
      and
      (c) the obligations of the Lenders to make LIBOR Rate Loans shall be suspended
      until the Administrative Agent reasonably determines that the circumstances
      giving rise to such suspension no longer exist, whereupon the Administrative
      Agent shall so notify the Borrower and the Lenders.





§4.4. Illegality .
      Subject
      to §§4.10 and 4.11 hereof, but notwithstanding any other provisions herein, if
      any present or future law, regulation, treaty or directive or change in the
      interpretation or application thereof shall make it unlawful for any Lender
      to
      make or maintain LIBOR Rate Loans, such Lender shall forthwith give notice
      of
      such circumstances (which shall be conclusive and binding on the Borrower)
      to
      the Borrower and the other Lenders and thereupon (a) the commitment of such
      Lender to make LIBOR Rate Loans or convert Alternate Base Rate Loans to LIBOR
      Rate Loans shall forthwith be suspended and (b) such Lender’s Commitment
      Percentage of LIBOR Rate Loans then outstanding shall be converted automatically
      to Alternate Base Rate Loans on the last day of each Interest Period applicable
      to such LIBOR Rate Loans or within such earlier period as may be required by
      law, all until such time as it is no longer unlawful for such Lender to make
      or
      maintain LIBOR Rate Loans. Subject to §§4.10 and 4.11 hereof, the Borrower
      hereby agrees to promptly pay the Administrative Agent for the account of such
      Lender, upon demand, any additional amounts necessary to compensate such Lender
      for any costs incurred by such Lender in making any conversion required by
      this
§4.4 prior to the last day of an Interest Period with respect to a LIBOR Rate
      Loan, including any interest or fees payable by such Lender to lenders of funds
      obtained by it in order to make or maintain its LIBOR Rate Loans
      hereunder.





§4.5. Additional
      Costs, Etc .
      Subject
      to §§4.10 and 4.11 hereof, if any present or future applicable law, which
      expression, as used herein, includes statutes, rules and regulations thereunder
      and interpretations thereof by any competent court or by any governmental or
      other regulatory body or official charged with the administration or the
      interpretation thereof and requests, directives, instructions and notices at
      any
      time or from time to time hereafter made upon or otherwise issued to any Lender
      or the Administrative Agent by any central bank or other fiscal, monetary or
      other authority (whether or not having the force of law), shall:





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





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


33





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





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





and
      the
      result of any of the foregoing is:







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




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





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





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





§4.6. Capital
      Adequacy .
      Subject
      to §§4.10 and 4.11 hereof, if after the date hereof any Lender or the
      Administrative Agent determines in good faith that (i) the adoption of or change
      in any law, governmental rule, regulation, policy, guideline or directive
      (whether or not having the force of law) regarding capital requirements for
      banks or bank holding companies or any change in the interpretation or
      application thereof by a court or governmental authority with appropriate
      jurisdiction, or (ii) compliance by such Lender or


34


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





§4.7. Certificate .
      A
      certificate setting forth any additional amounts payable pursuant to §§4.5 or
      4.6 and a brief explanation of such amounts which are due, submitted by any
      Lender or the Administrative Agent to the Borrower shall be *prima
      facie* evidence
      that such amounts are due and owing.





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





§4.9. Interest
      During Event of Default .
      During
      the continuance of an Event of Default, outstanding principal and (to the extent
      permitted by applicable law) interest on the


35


Loans
      and
      all other amounts payable hereunder or under any of the other Loan Documents
      shall bear interest at a rate per annum equal to four percent (4%) above the
      rate otherwise then in effect until such amount shall be paid in full (after
      as
      well as before judgment).





§4.10. Reasonable
      Efforts to Mitigate .


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





§4.11. Replacement
      of Lenders .


If
      any
      Lender (an “ ***Affected
      Lender*** ”)
      (i)
      makes demand upon the Borrower for (or if the Borrower is otherwise required
      to
      pay) amounts pursuant to §§4.4, 4.5 or 4.6, or (ii) is unable to make or
      maintain LIBOR Rate Loans as a result of a condition described in §4.4, the
      Borrower may, within 90 days of receipt of such demand, notice (or the
      occurrence of such other event causing the Borrower to be required to pay such
      compensation or causing §4.4 to be applicable) as the case may be, by notice (a
“ ***Replacement
      Notice*** ”)
      in
      writing to the Administrative Agent and such Affected Lender (A) request the
      Affected Lender to cooperate with the Borrower in obtaining a replacement lender
      satisfactory to the Administrative Agent and the Borrower (the “ ***Replacement
      Lender*** ”);
      (B)
      request the non-Affected Lenders to acquire and assume all of the Affected
      Lender’s Loans and Commitment, as provided herein, but none of such Lenders
      shall be under an obligation to do so; or (C) designate a Replacement Lender
      which is an Eligible Assignee and is reasonably satisfactory to the
      Administrative Agent other than when an Event of Default has occurred and is
      continuing and absolutely satisfactory to the Administrative Agent when an
      Event
      of Default has occurred and is continuing. If any satisfactory Replacement
      Lender shall be obtained, and/or any of the non-Affected Lenders shall agree
      to
      acquire and assume all of the Affected Lender’s Loans and Commitment, and/or
      participate in Letters of Credit, then such Affected Lender shall assign, in
      accordance with §18, all of its Commitment, Loans, Notes and other rights and
      obligations under this Agreement and all other Loan Documents to such
      Replacement Lender or non-Affected Lenders, as the case may be, in exchange
      for
      payment of the principal amount so assigned and all interest and fees accrued
      on
      the amount so assigned, plus all other Obligations then due and payable to
      the
      Affected Lender; *provided,
      however* ,
      that
      (x) such assignment shall be in accordance with the provisions of §18, shall be
      without recourse, representation or warranty and shall be on terms and
      conditions reasonably satisfactory to such Affected Lender and such Replacement
      Lender and/or non-Affected Lenders, as the case may be, and (y) prior to any
      such


36


assignment,
      the Borrower shall have paid to such Affected Lender all amounts properly
      demanded and unreimbursed under §§4.4, 4.5, 4.6 and 4.8.





§5.  GUARANTIES .





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




§5.2.  Subsidiary
      Guaranty Proceeds .
      (a)
      Notwithstanding any provision of this Agreement or any other Loan Document
      to
      the contrary, the Administrative Agent and the Lenders agree with the Borrower
      that any funds, claims, or distributions actually received by the Administrative
      Agent or any Lender for the account of any Lender as a result of the enforcement
      of, or pursuant to a claim relating solely to the Loans under, any Subsidiary
      Guaranty, net of the Administrative Agent’s and the Lenders’ expenses of
      collection thereof (such net amount, “ ***Subsidiary
      Guaranty Proceeds*** ”),
      shall
      be made available for distribution equally and ratably (in proportion of the
      aggregate amount of principal, interest and other amounts then owed in respect
      of the Obligations or of the issuance of Public Debt, as the case may be) among
      the Administrative Agent, the Lenders and the trustee or trustees of any Public
      Debt so long as the Administrative Agent receives written notice of the amounts
      then owed under the Public Debt; *provided*  that
      such
      agreement to distribute Subsidiary Guaranty Proceeds shall not be effective
      if
      the holders of the Public Debt have the benefit of guaranties at any time from
      the Subsidiaries of the Borrower and have not made a reciprocal agreement to
      share the proceeds of such guaranties with the Lenders. The Administrative
      Agent
      is hereby authorized, by the Borrower, by each Lender and by the Borrower on
      behalf of each Subsidiary Guarantor to make such Subsidiary Guaranty Proceeds
      available pursuant to the immediately preceding sentence. No Lender shall have
      any interest in any amount paid over by the Administrative Agent or any other
      Lender to the trustee or trustees in respect of any Public Debt (or to the
      holders thereof) pursuant to the foregoing authorization. This §5.2 shall apply
      solely to Subsidiary Guaranty Proceeds, and not to any payments, funds, claims
      or distributions received by the Administrative Agent or any Lender directly
      or
      indirectly from Borrower or any other Person (including a Subsidiary Guarantor)
      other than from a Subsidiary Guarantor pursuant to the enforcement of, or the
      making of a claim relating solely to the Loans under, a Subsidiary Guaranty.
      The
      Borrower is aware of the terms of the Subsidiary Guarantees, and specifically
      understands and agrees


37




with
      the
      Administrative Agent, and the Lenders that, to the extent Subsidiary Guaranty
      Proceeds are distributed to holders of Public Debt or their respective trustees,
      such Subsidiary Guarantor has agreed that the Obligations under this Agreement
      and any other Loan Document will not be deemed reduced by any such
      distributions, and each Subsidiary Guarantor shall continue to make payments
      pursuant to its Subsidiary Guaranty until such time as the Obligations have
      been
      paid in full (and the Commitments have been terminated).




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




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





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





§6.1.  Authority;
      Etc .





(a)  Organization;
      Good Standing .





(i)  MCRLP
      is
      a limited partnership duly organized, validly existing and in good standing
      under the laws of the State of Delaware; each Subsidiary of MCRLP that owns
      Real
      Estate is duly organized or formed, validly existing and in good standing as
      a
      corporation or a partnership or other entity, as the case may be, under the
      laws
      of the state of its organization or formation; the Borrower and each of the
      Borrower’s Subsidiaries that owns Real Estate has all requisite partnership or
      corporate or other entity, as the case may be, power to own its respective
      properties and conduct its respective business as now conducted and as presently
      contemplated; and the Borrower and each of the Borrower’s Subsidiaries that owns
      Real Estate is in good standing as a foreign entity and is duly authorized
      to do
      business in the jurisdictions where the Unencumbered Properties or other Real
      Estate owned or ground-leased by it are located and in each other jurisdiction
      where such qualification is necessary except where a


38


failure
      to be so qualified in such other jurisdiction would not have a materially
      adverse effect on any of their respective businesses, assets or financial
      conditions.





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





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





(b)  Capitalization .





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


39


of
      Limited Partnership of MCRLP, no general partnership interests of MCRLP are
      subject to any restrictions on transfer or any partner agreements, voting
      agreements, trust deeds, irrevocable proxies, or any other similar agreements
      or
      interests (whether written or oral).





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





(c)  Due
      Authorization .
      The
      execution, delivery and performance of this Agreement and the other Loan
      Documents to which the Borrower or any of the Guarantors is a party and the
      transactions contemplated hereby and thereby (i) are within the authority of
      the
      Borrower and such Guarantor, (ii) have been duly authorized by all necessary
      proceedings on the part of the Borrower or such Guarantor and any general
      partner or other controlling Person thereof, (iii) do not conflict with or
      result in any breach or contravention of any provision of law, statute, rule
      or
      regulation to which the Borrower or such Guarantor is subject or any judgment,
      order, writ, injunction, license or permit applicable to the Borrower or such
      Guarantor, (iv) do not conflict with any provision of the agreement of limited
      partnership, any certificate of limited partnership, the charter documents
      or
      by-laws of the Borrower or such Guarantor or any general partner or other
      controlling Person thereof, and (v) do not contravene any provisions of, or
      constitute a default, Default or Event of Default hereunder or a failure to
      comply with any term, condition or provision of, any other


40


agreement,
      instrument, judgment, order, decree, permit, license or undertaking binding
      upon
      or applicable to the Borrower or such Guarantor or any of the Borrower’s or such
      Guarantor’s properties (except for any such failure to comply under any such
      other agreement, instrument, judgment, order, decree, permit, license, or
      undertaking as would not materially and adversely affect the condition
      (financial or otherwise), properties, business or results of operations of
      the
      Borrower, the Operating Subsidiaries or any Guarantor) or result in the creation
      of any mortgage, pledge, security interest, lien, encumbrance or charge upon
      any
      of the properties or assets of the Borrower, the Operating Subsidiaries or
      any
      Guarantor.





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





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





§6.3.  Title
      to Properties; Leases .





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





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


41





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





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





§6.4.  Financial
      Statements .
      The
      following financial statements have been furnished to each of the
      Lenders:





(a)  The
      audited consolidated balance sheet of MCRC and its Subsidiaries (including,
      without limitation, MCRLP and its Subsidiaries) as of December 31, 2005 and
      their related consolidated income statements for the fiscal year ended
      December 31, 2005. Such balance sheet and income statements have been
      prepared in accordance with GAAP and fairly present the financial condition
      of
      MCRC and its Subsidiaries as of the close of business on the date thereof and
      the results of operations for the fiscal year then ended. There are no
      contingent liabilities of MCRC as of such dates involving material amounts,
      known to the officers of the Borrower or of MCRC, not disclosed in said
      financial statements and the related notes thereto.





(b)  The
      SEC
      Filings.





§6.5  Fiscal
      Year .
      MCRC,
      the Borrower and its Subsidiaries each has a fiscal year which is the twelve
      months ending on December 31 of each calendar year, unless changed in accordance
      with §8.8 hereof.





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





§6.7.  Litigation .
      Except
      as stated on ***Schedule
      6.7*** ,
      as
      updated at the time of each compliance certificate, there are no actions, suits,
      proceedings or investigations of any kind pending or, to the knowledge of the
      Borrower and the Guarantors, threatened against the Borrower, any Guarantor
      or
      any of their respective Subsidiaries before any court, tribunal
      or


42


administrative
      agency or board that, if adversely determined, could reasonably be expected,
      either individually or in the aggregate, to have a Material Adverse Effect
      or
      materially impair the rights of the Borrower or such Guarantor to carry on
      their
      respective businesses substantially as now conducted by them, or result in
      any
      substantial liability not adequately covered by insurance, or for which adequate
      reserves are not maintained, as reflected in the applicable financial statements
      of MCRLP and MCRC, or which question the validity of this Agreement or any
      of
      the other Loan Documents, or any action taken or to be taken pursuant hereto
      or
      thereto.





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





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





§6.10.  Tax
      Status .





(a)  (i)
      Each
      of the Borrower, the Guarantors and their respective Subsidiaries (A) has timely
      made or filed all federal, state and local income and all other tax returns,
      reports and declarations required by any jurisdiction to which it is subject,
      (B) has paid all taxes and other governmental assessments and charges shown
      or
      determined to be due on such returns, reports and declarations, except those
      being contested in good faith and by appropriate proceedings and (C) has set
      aside on its books provisions reasonably adequate for the payment of all taxes
      for periods subsequent to the periods to which such returns, reports or
      declarations apply, and (ii) there are no unpaid taxes in an aggregate amount
      in
      excess of $10,000,000 at any one time claimed to be due by the taxing authority
      of any jurisdiction for which payment is required to be made in accordance
      with
      the provisions of §7.9 and has not been timely made, and the respective officers
      of the Borrower and the Guarantors and their respective Subsidiaries know of
      no
      basis for any such claim.





(b)  To
      the
      Borrower’s knowledge, each Partially-Owned Entity (i) has timely made or filed
      all federal, state and local income and all other tax returns, reports and
      declarations required by any jurisdiction to which it is subject, (ii) has
      paid
      all taxes and


43


other
      governmental assessments and charges shown or determined to be due on such
      returns, reports and declarations, except those being contested in good faith
      and by appropriate proceedings and (iii) has set aside on its books provisions
      reasonably adequate for the payment of all taxes for periods subsequent to
      the
      periods to which such returns, reports or declarations apply. To the best of
      the
      Borrower’s knowledge, except as otherwise disclosed in writing to the
      Administrative Agent, there are no unpaid taxes in an aggregate amount in excess
      of $10,000,000 at any one time claimed to be due by the taxing authority of
      any
      jurisdiction for which payment is required to be made in accordance with the
      provisions of §7.9 and has not been timely made by any Partially-Owned Entity,
      and the officers of the Borrower know of no basis for any such
      claim.





§6.11.  No
      Event of Default; No Materially Adverse Changes .
      No
      Default or Event of Default has occurred and is continuing. Since September
      30,
      2006 there has occurred no materially adverse change in the financial condition
      or business of MCRC and its Subsidiaries or MCRLP and its Subsidiaries as shown
      on or reflected in the SEC Filings or the consolidated balance sheet of MCRC
      and
      its Subsidiaries as at September 30, 2006, or the consolidated statement of
      income for the fiscal quarter then ended, other than changes in the ordinary
      course of business that have not had a Material Adverse Effect on the Borrower,
      Guarantors and their respective Subsidiaries, taken as a whole.





§6.12.  Investment
      Company Acts; Public Utility Holding Company Act .
      None of
      the Borrower, any Guarantor or any of their respective Subsidiaries is (a)
      an
“investment company”, or an “affiliated company” or a “principal underwriter” of
      an “investment company”, as such terms are defined in the Investment Company Act
      of 1940 or (b) subject to regulation as a “holding company” or a “public-utility
      company” under the Public Utility Holding Act of 2005 and the regulations
      thereunder (“PUHCA 2005”), or to accounting or cost-allocation regulation under
      PUHCA 2005, or to regulation as a “public utility” under the Federal Power Act
      of 1935, as amended, and the regulations thereunder.





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





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


44


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





§6.16.  Employee
      Benefit Plans .




§6.16.1 In
      General . ****




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




§6.16.2 Terminability
      of Welfare Plans . ****




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




§6.16.3 Guaranteed
      Pension Plans . ****




Each
      contribution required to be made to a Guaranteed Pension Plan, whether required
      to be made to avoid the incurrence of an accumulated funding deficiency, the
      notice or lien provisions of §302(f) of ERISA, or otherwise, has been
      timely


45




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




§6.16.4 Multiemployer
      Plans . ****




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





§6.17.  Regulations
      U and X .
      The
      proceeds of the Loans shall be used for the purposes described in §7.12. No
      portion of any Loan is to be used for the purpose of purchasing or carrying
      any
“margin security” or “margin stock” as such terms are used in Regulations U and
      X of the Board of Governors of the Federal Reserve System, 12 C.F.R. Parts
      221
      and 224, *provided* the
      Borrower may purchase MCRC stock as long as it does not at any time cause the
      Lenders to be in violation of Regulations U and X and such action does not
      otherwise constitute a Default or an Event of Default.





§6.18.  Environmental
      Compliance .
      The
      Borrower has caused environmental assessments to be conducted and/or taken
      other
      steps to investigate the past and present environmental condition and usage
      of
      the Real Estate and the operations conducted thereon. Based upon such
      assessments and/or investigation, except as set forth on Schedule
      6.18 or in
      any update to Schedule
      6.18 in the
      case of any new Real Estate that becomes an


46


Unencumbered
      Property under this Agreement after the Closing Date, to the Borrower’s
      knowledge, the Borrower represents and warrants that as of the Closing Date
      as
      to all Real Estate held by it as of the Closing Date and as of the date any
      new
      Real Estate becomes an Unencumbered Property under this Agreement as to such
      new
      Unencumbered Property:





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





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





(c)  (i)
      No
      portion of the Real Estate has been used for the handling, processing, storage
      or disposal of Hazardous Substances except in accordance with applicable
      Environmental Laws; and no underground tank or other underground storage
      receptacle for Hazardous Substances is located on any portion of any Real Estate
      except in accordance with applicable Environmental Laws, (ii) in the course
      of
      any activities conducted by the Borrower, the Guarantors, their respective
      Subsidiaries or to the


47


knowledge
      of the Borrower, without any independent inquiry other than as set forth in
      the
      environmental assessments, the operators of the Real Estate, or any ground
      or
      space tenants on any Real Estate, no Hazardous Substances have been generated
      or
      are being used on such Real Estate except in accordance with applicable
      Environmental Laws, (iii) there has been no present or past releasing, spilling,
      leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping,
      disposing or dumping (a “ ***Release*** ”)
      or
      threatened Release of Hazardous Substances on, upon, into or from the Real
      Estate, (iv) to the knowledge of the Borrower without any independent inquiry
      other than as set forth in the environmental assessments, there have been no
      Releases on, upon, from or into any real property in the vicinity of any of
      the
      Real Estate which, through soil or groundwater contamination, may have come
      to
      be located on such Real Estate, and (v) any Hazardous Substances that have
      been
      generated by the Borrower or a Guarantor or any of their respective Subsidiaries
      at any of the Real Estate have been transported off-site only by carriers having
      an identification number issued by the EPA, treated or disposed of only by
      treatment or disposal facilities maintaining valid permits as required under
      applicable Environmental Laws; any of which events described in clauses (i)
      through (v) above would have a Material Adverse Effect, or constitutes a
      Disqualifying Environmental Event.





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





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





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





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





§6.22.  Subsequent
      Guarantors .  The
      foregoing representations and warranties in §6.3 through §6.20, as the same are
      true, correct and applicable to Guarantors existing on the


Closing
      Date, shall be true, correct and applicable to each subsequent Guarantor in
      all
      material respects as of the date it becomes a Guarantor.





§7.  AFFIRMATIVE
      COVENANTS OF THE BORROWER AND THE GUARANTORS .
      The
      Borrower for itself and on behalf of each of the Guarantors (if and to the
      extent expressly included in Subsections contained in this Section) covenants
      and agrees that, so long as any Loan or Note is outstanding or the Lenders
      have
      any obligation or commitment to make any Loans:






48





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





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





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





§7.4.  Financial
      Statements, Certificates and Information .
      The
      Borrower will deliver and will cause MCRC to deliver to the Administrative
      Agent:





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





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





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






49





each
      setting forth in comparative form the figures for the previous fiscal year
      and
      all such statements to be in reasonable detail, prepared in accordance with
      GAAP, and, in each case, accompanied by an auditor’s report prepared by the
      Accountants without a “going-concern” or like qualification or exception and
      without any qualification or exception as to the scope of such
      audit;





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





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





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





all
      in
      reasonable detail and prepared in accordance with GAAP on the same basis as
      used
      in preparation of MCRC’s Form 10-Q statements filed with the SEC, together with
      a certification by the chief financial officer or senior vice president of
      finance of MCRLP or MCRC, as applicable, that the information contained in
      such
      financial statements fairly presents the financial position of MCRLP or MCRC
      (as
      the case may be) and its subsidiaries on the date thereof (subject to year-end
      adjustments);





(c)  simultaneously
      with the delivery of the financial statements referred to in subsections (a)
      (for the fourth fiscal quarter of each fiscal year) above and (b) (for the
      first
      three fiscal quarters of each fiscal year), a statement in the form of ***Exhibit D*** hereto
      signed y
      the
      chief financial officer or senior vice president of finance of the MCRLP or
      MCRC, as applicable, and (if applicable) reconciliations to reflect changes
      in
      GAAP since the applicable Financial Statement Date, but only to the extent
      that
      such changes in GAAP affect the financial covenants set forth in §9 hereof; and,
      in the case of MCRLP, setting forth in reasonable detail computations evidencing
      compliance with the covenants contained in §8.6 and §9 hereof;






50




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





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





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





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





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





(i)
      simultaneously with the delivery of the financial statements referred to in
      subsections (a) (for the fourth fiscal quarter of each fiscal year) above and
      (b) (for the first three fiscal quarters of each fiscal year) above, updates
      to ***Schedule
      6.3(a)*** and ***Schedule 6.3(c)*** hereto,
      and simultaneously with the delivery of the financial statements referred to
      in
      subsection (a) above, updates to ***Schedule
      6.19*** ** hereto.






51





§7.5.  Notices .





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





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






52





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





(d)  Notice
      of Litigation and Judgments .
      The
      Borrower will, and will cause each Guarantor and each Guarantor’s Subsidiaries
      to, and the Borrower will cause each of its respective Subsidiaries to, give
      notice to the Administrative Agent in writing within ten (10) days of becoming
      aware of any litigation or proceedings threatened in writing or any pending
      litigation and proceedings an adverse determination in which could reasonably
      be
      expected to have a Material Adverse Effect or materially adversely affect any
      Unencumbered Property, or to which the Borrower, any Guarantor or any of their
      respective Subsidiaries is or is to become a party involving an uninsured claim
      against the Borrower, any Guarantor or any of their respective Subsidiaries
      that
      could reasonably be expected to have a Materially Adverse Effect or materially
      adversely affect the value or operation of the Unencumbered Properties and
      stating the nature and status of such litigation or proceedings. The Borrower
      will, and will cause each of the Guarantors and the Subsidiaries to, give notice
      to the Administrative Agent, in writing, in form and detail reasonably
      satisfactory to the Administrative Agent, within ten (10) days of any judgment
      not covered by insurance, final or otherwise, against the Borrower, any
      Guarantor or any of their Subsidiaries in an amount in excess of
      $5,000,000.





(e)  Acquisition
      of Real Estate .
      The
      Borrower shall promptly provide the Administrative Agent and the Lenders with
      any press releases relating to the acquisition of any Real Estate by the
      Borrower, any Guarantor, any of their respective Subsidiaries or any
      Partially-Owned Entity for consideration in excess of $50,000,000, together
      with
      a statement as to whether such Real Estate qualifies as an Unencumbered
      Property.





§7.6.  Existence
      of Borrower and Subsidiary Guarantors; Maintenance of Properties .
      The
      Borrower for itself and for each Subsidiary Guarantor insofar as any such
      statements relate to such Subsidiary Guarantor will do or cause to be done
      all
      things necessary to, and shall, preserve and keep in full force and effect
      its
      existence as a limited partnership or its existence as another legally
      constituted entity, and will do or cause to be done all things necessary to
      preserve and keep in full force all of its material rights and franchises and
      those of its Subsidiaries. The Borrower (a) will cause all necessary repairs,
      renewals,


53


replacements,
      betterments and improvements to be made to all Real Estate owned or controlled
      by it or by any of its Subsidiaries or any Subsidiary Guarantor, all as in
      the
      judgment of the Borrower or such Subsidiary or such Subsidiary Guarantor may
      be
      necessary so that the business carried on in connection therewith may be
      properly conducted at all times, subject to the terms of the applicable Leases
      and partnership agreements or other entity charter documents, (b) will cause
      all
      of its other properties and those of its Subsidiaries and the Subsidiary
      Guarantors used or useful in the conduct of its business or the business of
      its
      Subsidiaries or such Subsidiary Guarantor to be maintained and kept in good
      condition, repair and working order and supplied with all necessary equipment,
      ordinary wear and tear excepted, and (c) will, and will cause each of its
      Subsidiaries and each Subsidiary Guarantor to, continue to engage primarily
      in
      the businesses now conducted by it and in related businesses consistent with
      the
      requirements of the fourth sentence of §7.7 hereof; *provided* that
      nothing in this §7.6 shall prevent the Borrower from discontinuing the operation
      and maintenance of any of its properties or any of those of its Subsidiaries
      if
      such discontinuance is, in the judgment of the Borrower, desirable in the
      conduct of its or their business and such discontinuance does not cause a
      Default or an Event of Default hereunder and does not in the aggregate have
      a
      Material Adverse Effect on the Borrower, Guarantors and their respective
      Subsidiaries taken as a whole.





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


54


improvements
      thereof, all as in the judgment of MCRC may be necessary so that the business
      carried on in connection therewith may be properly conducted at all times,
      and
      (c) to cause each of its Subsidiaries to continue to engage primarily in the
      businesses now conducted by it and in related businesses, consistent with the
      requirements of the fourth sentence of this §7.7; *provided* that
      nothing in this §7.7 shall prevent MCRC from discontinuing the operation and
      maintenance of any of its properties or any of those of its Subsidiaries if
      such
      discontinuance is, in the judgment of MCRC, desirable in the conduct of its
      or
      their business and such discontinuance does not cause a Default or an Event
      of
      Default hereunder and does not in the aggregate materially adversely affect
      the
      business of MCRC and its Subsidiaries on a consolidated basis.





Notwithstanding
      the foregoing, MCRC shall be permitted to change its organizational status
      to
      become a Maryland business trust (the “ ***MCRC
      Organizational Change*** ”), *provided* the
      following conditions are satisfied: (i) the Borrower gives the
      Administrative Agent at least ten (10) Business Days prior written notice
      of such change; (ii) no Event of Default has occurred and is continuing at
      the time such change occurs and no Default or Event of Default would result
      therefrom; (iii) such change would not otherwise reasonably be expected to
      have a Material Adverse Effect; (iv) MCRC reaffirms its obligations under
      the MCRC Guaranty; (v) counsel for MCRC issues updated legal opinions
      reasonably acceptable to the Administrative Agent and its counsel as to the
      consummation of the MCRC Organizational Change and the continued enforceability
      of the MCRC Guaranty; and (vi) MCRC and the Borrower provide any other
      documentation reasonably requested by the Administrative Agent.





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





§7.9.  Taxes .
      The
      Borrower will, and will cause each Guarantor to, pay or cause to be paid real
      estate taxes, other taxes, assessments and other governmental charges against
      the Real Estate before the same become delinquent and will duly pay and
      discharge, or cause to be paid and discharged, before the same shall become
      overdue, all taxes, assessments and other governmental charges imposed upon
      its
      sales and activities, or any part thereof, or upon the income or profits
      therefrom, as well as all claims for labor, materials, or supplies that if
      unpaid might by law become a lien or charge upon any of the Real Estate; *provided* that any
      such tax, assessment, charge, levy or claim need not be paid if the validity
      or
      amount thereof shall currently be contested in good faith by appropriate
      proceedings and if the Borrower or such Guarantor shall have set aside on its
      books adequate reserves with respect thereto; and *provided
      further* that
      the
      Borrower or such Guarantor will pay all such taxes, assessments, charges, levies
      or claims forthwith upon the commencement of


55


proceedings
      to foreclose any lien that may have attached as security therefor. If requested
      by the Administrative Agent, the Borrower will provide evidence of the payment
      of real estate taxes, other taxes, assessments and other governmental charges
      against the Real Estate in the form of receipted tax bills or other form
      reasonably acceptable to the Agent. Notwithstanding the foregoing, a breach
      of
      the covenants set forth in this §7.9 shall only constitute an Event of Default
      if such breach results in an aggregate amount in excess of $10,000,000 at any
      one time claimed due by the taxing authority of any jurisdiction for which
      payment is required to be made and has not been timely made.





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





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


§7.12.  Use
      of
      Proceeds .
      Subject
      at all times to the other provisions of this Agreement, the Borrower will use
      the proceeds of the Loans solely for general working capital needs and other
      general corporate purposes.





§7.13.  Additional
      Guarantors; Solvency of Guarantors .






56





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





(b)  The
      Borrower, MCRC, and each Subsidiary Guarantor is solvent, other than for
      Permitted Event(s) permitted by this Agreement which shall be the only
      Non-Material Breaches under this §7.13(b). The Borrower and MCRC each
      acknowledge that, subject to the indefeasible payment and performance in full
      of
      the Obligations, the rights of contribution among each of the them and the
      Subsidiary Guarantors are in accordance with applicable laws and in accordance
      with each such Person’s benefits under the Loans and this Agreement. The
      Borrower further acknowledges that, subject to the indefeasible payment and
      performance in full of the Obligations, the rights of subrogation of the
      Subsidiary Guarantors as against the Borrower and MCRC are in accordance with
      applicable laws.





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





§7.15.  Environmental
      Indemnification .
      The
      Borrower covenants and agrees that it and its Subsidiaries will indemnify and
      hold the Administrative Agent and each Lender, and each of their respective
      Affiliates, harmless from and against any and all claims, expense, damage,
      loss
      or liability incurred by the Administrative Agent or any Lender (including
      all
      reasonable costs of legal representation incurred by the Administrative Agent
      or
      any Lender in connection with any investigative, administrative or judicial
      proceeding, whether or not the Administrative Agent or any Lender is party
      thereto, but excluding, as applicable for the Administrative Agent or a Lender,
      any claim, expense, damage, loss or liability as a result of the gross
      negligence or willful misconduct of the Administrative Agent or such Lender
      or
      any of their respective Affiliates) relating to (a) any Release or threatened
      Release of Hazardous Substances on any Real Estate; (b) any violation of any
      Environmental Laws with


57


respect
      to conditions at any Real Estate or the operations conducted thereon; (c) the
      investigation or remediation of off-site locations at which the Borrower, any
      Guarantor or any of their respective Subsidiaries or their predecessors are
      alleged to have directly or indirectly disposed of Hazardous Substances; or
      (d)
      any action, suit, proceeding or investigation brought or threatened with respect
      to any Hazardous Substances relating to Real Estate (including, but not limited
      to, claims with respect to wrongful death, personal injury or damage to
      property). In litigation, or the preparation therefor, the Lenders and the
      Administrative Agent shall be entitled to select their own counsel and
      participate in the defense and investigation of such claim, action or
      proceeding, and the Borrower shall bear the expense of such separate counsel
      of
      the Administrative Agent and the Lenders if (i) in the written opinion of
      counsel to the Administrative Agent and the Lenders, use of counsel of the
      Borrower’s choice could reasonably be expected to give rise to a conflict of
      interest, (ii) the Borrower shall not have employed counsel reasonably
      satisfactory to the Administrative Agent and the Lenders within a reasonable
      time after notice of the institution of any such litigation or proceeding,
      or
      (iii) the Borrower authorizes the Administrative Agent and the Lenders to employ
      separate counsel at the Borrower’s expense. It is expressly acknowledged by the
      Borrower that this covenant of indemnification shall survive the payment of
      the
      Loans and shall inure to the benefit of the Administrative Agent and the Lenders
      and their respective Affiliates, their respective successors, and their
      respective assigns under the Loan Documents permitted under this
      Agreement.





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





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


§7.18.  Employee
      Benefit Plans .





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






58





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





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





§7.19.  No
      Amendments to Certain Documents .
      The
      Borrower will not, and will not permit any Guarantor to, at any time cause
      or
      permit its certificate of limited partnership, agreement of limited partnership,
      articles of incorporation, by-laws, certificate of formation, operating
      agreement or other charter documents, as the case may be, to be modified,
      amended or supplemented in any respect whatever, without (in each case) the
      express prior written consent or approval of the Administrative Agent, if such
      changes would adversely affect MCRC’s REIT status or otherwise materially
      adversely affect the rights of the Administrative Agent and the Lenders
      hereunder or under any other Loan Document.





§7.20.  Distributions
      in the Ordinary Course .
      In the
      ordinary course of business MCRLP causes all of its and MCRC’s Subsidiaries to
      make net transfers of cash and cash equivalents upstream to MCRLP and MCRC,
      and
      shall continue to follow such ordinary course of business. MCRLP shall not
      make
      net transfers of cash and cash equivalents downstream to its and MCRC’s
      Subsidiaries except for any transfers of cash and cash equivalents in connection
      with the extension of Intercompany Secured Debt and except in the ordinary
      course of business consistent with past practice.





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





§8.1.  Restrictions
      on Indebtedness .


59


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





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





(b)  Guarantees
      of the Indebtedness of any Other Investment or the Newco Investment which are
      not permitted under the definition of “Other Investment” or “Newco Investment”
herein.





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





§8.2.  Restrictions
      on Liens, Etc. If the
      Revolving Credit Agreement is no longer in effect, none of the Borrower, any
      Guarantor, any Operating Subsidiary and any wholly-owned Subsidiary will: (a)
      create or incur or suffer to be created or incurred or to exist any lien,
      encumbrance, mortgage, pledge, negative pledge, charge, restriction or other
      security interest of any kind upon any of its property or assets of any
      character whether now owned or hereafter acquired, or upon the income or profits
      therefrom; (b) transfer any of such property or assets or the income or profits
      therefrom for the purpose of subjecting the same to the payment of Indebtedness
      or performance of any other obligation in priority to payment of its general
      creditors; (c) acquire, or agree or have an option to acquire, any property
      or
      assets upon conditional sale or other title retention or purchase money security
      agreement, device or arrangement; (d) suffer to exist for a period of more
      than
      thirty (30) days after the same shall have been incurred any Indebtedness or
      claim or demand against it that if unpaid might by law or upon bankruptcy or
      insolvency, or otherwise, be given any priority whatsoever over its general
      creditors; or (e) sell, assign, pledge or otherwise transfer any accounts,
      contract rights, general intangibles, chattel paper or instruments, with or
      without recourse (the foregoing items (a) through (e) being sometimes referred
      to in this §8.2 collectively as “ ***Liens*** ”), *provided* that the
      Borrower, the Guarantors and any Subsidiary may create or incur or suffer to
      be
      created or incurred or to exist:





(i)  Liens
      securing taxes, assessments, governmental charges (including, without
      limitation, water, sewer and similar charges) or levies or claims for labor,
      material and supplies;





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


60


(iii)  Liens
      (other than affecting the Unencumbered Properties) in respect of judgments
      or
      awards;





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





(v)  any
      Leases (excluding Synthetic Leases) entered into in good faith with Persons
      that
      are not Affiliates; *provided* that
      Leases with Affiliates on market terms and with monthly market rent payments
      required to be paid are Permitted Liens;





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





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





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





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





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





(xi)  Liens
      granted in accordance with §8.3(b) hereof; and





(xii)  Liens
      affecting an Unencumbered Property consisting of mortgages, deeds of trust
      or
      other security interests granted by a Subsidiary Guarantor to the
      Borrower


61


or
      another Guarantor to secure intercompany Indebtedness owing from such Subsidiary
      Guarantor to the Borrower or such other Guarantor; *provided* that at
      all times such Indebtedness and Liens (sometimes referred to herein collectively
      as the “ ***Intercompany
      Secured Debt*** ”)
      shall
      be held by the Borrower or a Guarantor and the Borrower’s or such Guarantor’s
      rights or interests therein shall not be subject to any Liens.





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





§8.3.  Merger,
      Consolidation and Disposition of Assets .





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





(a)  Become
      a
      party to any merger, consolidation or reorganization without the prior Unanimous
      Lender Approval, except that so long as no Default or Event of Default has
      occurred and is continuing, or would occur after giving effect thereto, the
      merger, consolidation or reorganization of one or more Persons with and into
      the
      Borrower, any Guarantor, or any wholly-owned Subsidiary, shall be permitted
      if
      (i) such action is not hostile, (ii) the Borrower, any Guarantor, or any wholly
      owned Subsidiary, as the case may be, is the surviving entity or such merger,
      consolidation or reorganization involves only MCRC and its Affiliates and is
      done in connection with an MCRC Organizational Change otherwise permitted under
      this Agreement, and (iii) such merger, consolidation or reorganization does
      not
      cause a Default or Event of Default under §12.1(m) hereof; *provided,* that for
      any such merger, consolidation or reorganization (other than (v) the merger
      or
      consolidation of one or more Affiliates of MCRC with and into MCRC, or of MCRC
      into such Affiliate, in either case in connection with an MCRC Organizational
      Change otherwise permitted under this Agreement, (w) the merger or consolidation
      of one or more Subsidiaries of MCRLP with and into MCRLP, (x) the merger or
      consolidation of two or more Subsidiaries of MCRLP, (y) the merger or
      consolidation of one or more Subsidiaries of MCRC with and into MCRC, or (z)
      the
      merger or consolidation of two or more Subsidiaries of MCRC), the Borrower
      shall
      provide to the Administrative Agent a statement in the form of ***Exhibit
      D*** hereto
      signed by the chief financial officer or senior vice president of finance or
      other thereon designated officer of the Borrower and setting forth in reasonable
      detail computations evidencing compliance with the covenants contained in §9
      hereof and certifying that no Default or Event of Default has occurred and
      is
      continuing, or would occur and be continuing after giving effect to such merger,
      consolidation or reorganization and all liabilities, fixed or contingent,
      pursuant thereto;





(b)  Sell,
      transfer or otherwise dispose of (collectively and individually, “ ***Sell*** ”
or
      a
“ ***Sale*** ”)
      or
      grant a Lien to secure Indebtedness (an “ ***Indebtedness
      Lien*** ”)
      on
      any


62


of
      its
      now owned, ground leased or hereafter acquired assets without obtaining the
      prior written consent of the Required Lenders, except for:





(i)  the
      Sale
      of or granting of an Indebtedness Lien on any Unencumbered Property or other
      Real Estate so long as no Default or Event of Default has then occurred and
      is
      continuing, or would occur and be continuing after giving effect to such Sale
      or
      Indebtedness Lien; *provided* ,
      that
      prior to (A) any Sale of any Unencumbered Property (for consideration in excess
      of $25,000,000) or other Real Estate (for consideration in excess of
      $75,000,000) or (B) the granting of an Indebtedness Lien with respect to an
      Unencumbered Property (for consideration in excess of $25,000,000) or other
      Real
      Estate (for consideration in excess of $75,000,000), the Borrower shall provide
      to the Administrative Agent a statement in the form of ***Exhibit
      D*** hereto
      signed by the chief financial officer or senior vice president of finance or
      other thereon designated officer of the Borrower and setting forth in reasonable
      detail computations evidencing compliance with the covenants contained in §9
      hereof and certifying that no Default or Event of Default has occurred and
      is
      continuing, or would occur and be continuing after giving effect to such
      proposed Sale or Indebtedness Lien and all liabilities, fixed or contingent,
      pursuant thereto; and *provided
      further,* if such
      Sale involves a qualified, deferred exchange under § 1031 of the Code, the
      Borrower shall also provide the statements and certifications described in
      the
      previous proviso on the date of any release from the escrow account of the
      proceeds of such qualified, deferred exchange under §1031 of the
      Code;





(ii)  the
      Sale
      of or the granting of an Indebtedness Lien on any Unencumbered Property while
      a
      Default or Event of Default has then occurred and is continuing; *provided* ,
      that
      (A) the Borrower shall (1) apply the net proceeds of each such permitted Sale
      or
      Indebtedness Lien to the repayment of the Loans or (2) segregate the net
      proceeds of such permitted Sale or Indebtedness Lien in an escrow account with
      the Administrative Agent or with a financial institution reasonably acceptable
      to the Administrative Agent and apply such net proceeds solely to a qualified,
      deferred exchange under §1031 of the Code or to another use with the prior
      written approval of the Required Lenders or (3) complete an exchange of such
      Unencumbered Property for other real property of equivalent value under §1031 of
      the Code so long as such other real property becomes an Unencumbered Property
      upon acquisition, (B) no Default or Event of Default would occur and be
      continuing after giving effect to such Sale or Indebtedness Lien and (C) prior
      to the date of such Sale or granting of an Indebtedness Lien for consideration
      in excess of $25,000,000, and on the date of any release from the escrow account
      of the proceeds of the qualified, deferred exchange under §1031 of the Code in
      excess of $25,000,000, the Borrower shall provide to the Administrative Agent
      a
      statement in the form of ***Exhibit
      D*** hereto
      signed by the chief financial officer or senior vice president of finance or
      other thereon designated officer and setting forth in reasonable detail
      computations evidencing compliance with the covenant in §9 hereof and certifying
      the use of the proceeds of such Sale or Indebtedness Lien and certifying that no


63


Default
      or Event of Default would
      occur and be continuing after giving effect to such Sale or Indebtedness Lien,
      and all liabilities fixed or contingent pursuant thereto or to such release
      of
      proceeds;





(iii)  the
      Sale
      of or the granting of an Indebtedness Lien on any Real Estate (other than an
      Unencumbered Property) while a Default or Event of Default has then occurred
      and
      is continuing; *provided* ,
      that
      (A) the Borrower shall (1) apply the net proceeds of each such Sale or
      Indebtedness Lien to the repayment of the Loans or (2) segregate the net
      proceeds of such Sale or Indebtedness Lien in an escrow account with the
      Administrative Agent or with a financial institution reasonably acceptable
      to
      the Administrative Agent and apply such net proceeds solely to a qualified,
      deferred exchange under §1031 of the Code or to another use with the prior
      written approval of the Required Lenders or (3) complete an exchange of such
      Real Estate for other real property of equivalent value under §1031 of the Code,
      (B) no Default or Event of Default would occur and be continuing after giving
      effect to such Sale or Indebtedness Lien and (C) prior to the date of any such
      Sale or granting of an Indebtedness Lien for consideration in excess of
      $75,000,000, the Borrower shall provide to the Administrative Agent a statement
      in the form of ***Exhibit
      D*** hereto
      signed by the chief financial officer or senior vice president of finance or
      other thereon designated officer of the Borrower and setting forth in reasonable
      detail computations evidencing compliance with the covenants contained in §9
      hereof and certifying that no Default or Event of Default would occur and be
      continuing after giving effect to such Sale or Indebtedness Lien and all
      liabilities, fixed or contingent, pursuant thereto; and





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





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





§8.5.  Compliance
      with Environmental Laws .
      None of
      the Borrower, any Guarantor, or any Subsidiary will do any of the following:
      (a)
      use any of the Real Estate or any portion


64


thereof
      as a facility for the handling, processing, storage or disposal of Hazardous
      Substances except for quantities of Hazardous Substances used in the ordinary
      course of business and in compliance with all applicable Environmental Laws,
      (b)
      cause or permit to be located on any of the Real Estate any underground tank
      or
      other underground storage receptacle for Hazardous Substances except in
      compliance with Environmental Laws, (c) generate any Hazardous Substances on
      any
      of the Real Estate except in compliance with Environmental Laws, or (d) conduct
      any activity at any Real Estate or use any Real Estate in any manner so as
      to
      cause a Release causing a violation of Environmental Laws or a Material Adverse
      Effect or a violation of any Environmental Law; *provided* that a
      breach of this covenant shall result in the affected Real Estate no longer
      being
      an Unencumbered Property, but shall only constitute an Event of Default under
      §12.1(d) if such breach is not a Non-Material Breach.





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





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





§8.7.  Employee
      Benefit Plans . **** None
      of
      the Borrower, any Guarantor or any ERISA Affiliate will


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






65





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





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





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





(e)  permit
      or
      take any action which would result in the aggregate benefit liabilities (with
      the meaning of §4001 of ERISA) of all Guaranteed Pension Plans exceeding the
      value of the aggregate assets of such Plans, disregarding for this purpose
      the
      benefit liabilities and assets of any such Plan with assets in excess of benefit
      liabilities;





*provided* that
      none of (a) - (e) shall be an Event of Default under §12.1(c) if the prohibited
      matters occurring are in the aggregate within the Dollar limits permitted within
      §12.1(l) and are otherwise the subject of the matters that are covered by the
      Events of Default in §12.1(l)





§8.8.  Fiscal
      Year .


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





§9.  FINANCIAL
      COVENANTS OF THE BORROWER. The
      Borrower covenants and agrees that, so long as any Loan or Note is outstanding
      or any Lender has any obligation or commitment to make any Loan:





§9.1.  Leverage
      Ratio .
      As at
      the end of any fiscal quarter or other date of measurement, the Borrower shall
      not permit the ratio of Consolidated Total Liabilities to Consolidated Total
      Capitalization to exceed 60%; provided that
      such ratio may exceed 60% from time to time so long as (a) such ratio does
      not
      exceed 65%, (b) such ratio ceases to exceed 60% within 180 days following each
      date such ratio first exceeded 60%, and (c) the Borrower provides a certificate
      in substantially the form of ***Exhibit
      H*** hereto
      to the


Administrative
      Agent when such ratio first exceeds 60% and when such ratio ceases to exceed
      60%.





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






66





§9.3. Tangible
      Net Worth .
      As at
      the end of any fiscal quarter or any other date of measurement, the Borrower
      shall not permit Consolidated Tangible Net Worth to be less than the sum of
      (a)
      $1,800,000,000 *plus* (b) 70%
      of the sum of (i) the aggregate proceeds received by MCRC (net of fees and
      expenses customarily incurred in transactions of such type) in connection with
      any offering of stock in MCRC and (ii) the aggregate value of operating units
      issued by MCRLP in connection with asset or stock acquisitions (valued at the
      time of issuance by reference to the terms of the agreement pursuant to which
      such units are issued), in each case after November 23, 2004 Date and on or
      prior to the date such determination of Consolidated Tangible Net Worth is
      made.





§9.4.  [ Intentionally
      Deleted. ]





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





§9.6. Unsecured
      Indebtedness .
      As at
      the end of any fiscal quarter or other date of measurement, the Borrower shall
      not permit the ratio of (i) Consolidated Unsecured Indebtedness to (ii) the
      sum
      (the “ ***Section
      9.6 Sum*** ”)
      of (a)
      aggregate Capitalized Unencumbered Property NOI for all Unencumbered Properties
      (other than (1) Acquisition Properties and (2) Unencumbered Properties with
      a
      negative Capitalized Unencumbered Property NOI), *plus* (b) the
      cost of all Unencumbered Properties which are Acquisition Properties, *plus* (c) the
      value of all Eligible Cash 1031 Proceeds resulting from the sale of Unencumbered
      Properties to exceed 60%; provided that
      such ratio may exceed 60% from time to time so long as (x) such ratio does
      not
      exceed 65%, (y) such ratio ceases to exceed 60% within 180 days following each
      date such ratio first exceeded 60%, and (z) the Borrower provides a certificate
      in substantially the form of ***Exhibit
      H*** hereto
      to the Administrative Agent when such ratio first exceeds 60% and when such
      ratio ceases to exceed 60%.





§9.7. Unencumbered
      Property Interest Coverage .
      As at
      the end of any fiscal quarter or other date of measurement, the Borrower shall
      not permit the aggregate Adjusted Unencumbered Property NOI for all Unencumbered
      Properties to be less than two (2) times Consolidated Total Unsecured Interest
      Expense, based on the results of the most recent two (2) complete fiscal
      quarters.


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





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






67





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





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





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





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


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





§9.9. Covenant
      Calculations .





(a)  For
      purposes of the calculations to be made pursuant to §§9.1-9.8 (and the defined
      terms relevant thereto, including, without limitation, those relating to
“interest expense” and “fixed charges”), references to Indebtedness or
      liabilities of the Borrower shall mean Indebtedness or liabilities (including,
      without limitation, Consolidated Total Liabilities) of the Borrower, *plus* (but
      without double-counting):






68





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





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





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





(b)  For
      purposes of §§9.1-9.8 hereof, Consolidated Adjusted Net Income, Revised
      Consolidated Adjusted Net Income, Adjusted Unencumbered Property NOI and Revised
      Adjusted Unencumbered Property NOI (and all defined terms and calculations
      using
      such terms) shall be adjusted (i) to deduct the actual results of any Real
      Estate disposed of by the Borrower, a Guarantor or any of their respective
      Subsidiaries during the relevant fiscal period (for Revised Consolidated
      Adjusted Net Income and Revised Adjusted Unencumbered Property NOI only), and
      (ii) to the extent applicable, to include the pro rata share of results
      attributable to the Borrower from unconsolidated Subsidiaries of MCRC, the
      Borrower and their respective Subsidiaries and from unconsolidated
      Partially-Owned Entities; *provided* that
      income shall not be included until received without restriction in cash by
      the
      Borrower.





(c)  For
      purposes of §§9.1 - 9.8 hereof, together with each other section of this
      Agreement that refers or relates to GAAP, if any change in GAAP after the
      Financial Statement Date results in a change in the calculation to be performed
      in any such section, solely as a result of such change in GAAP, then
      (i) the Borrower’s compliance with such covenant(s) or section shall be
      determined on the basis of GAAP in effect as of the Financial Statement Date,
      and (ii) the Administrative Agent and the Borrower shall negotiate in good
      faith a modification of any such covenant(s) or sections so that the economic
      effect of the calculation of such covenant(s) or sections using GAAP as so
      changed is as close as feasible to what the economic effect of the calculation
      of such covenant(s) or sections would have been using GAAP in effect as of
      the
      Financial Statement Date.






69





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








§10.  CONDITIONS
      TO THE CLOSING DATE .
      The
      obligations of the Lenders to make the Term Loan shall be subject to the
      satisfaction of the following conditions precedent:





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





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


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






70





§10.4.  Incumbency
      Certificate; Authorized Signers .
      The
      Administrative Agent shall have received from each of the Borrower, MCRC and
      the
      Subsidiary Guarantors an incumbency certificate, dated as of the Closing Date,
      signed by a duly authorized officer of such Person and giving the name of each
      individual who shall be authorized: (a) to sign, in the name and on behalf
      of
      such Person, each of the Loan Documents to which such Person is or is to become
      a party as of the Closing Date; (b) in the case of the Borrower, to make the
      Loan Request and Conversion Requests on behalf of the Borrower; and (c) in
      the
      case of the Borrower, to give notices and to take other action on behalf of
      the
      Borrower and the Guarantors under the Loan Documents.





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





§10.6.  Opinion
      of Counsel Concerning Organization and Loan Documents .
      Each of
      the Lenders and the Administrative Agent shall have received favorable opinions
      addressed to the Lenders and the Administrative Agent in form and substance
      reasonably satisfactory to the Lenders and the Administrative Agent from (a)
      Pryor Cashman Sherman & Flynn LLP, as counsel to the Borrower, the
      Subsidiary Guarantors, MCRC and their respective Subsidiaries, with respect
      to
      New York and New Jersey law and certain matters of Delaware law, (b) Ballard
      Spahr Andrews and Ingersoll, LLP, as corporate counsel to MCRC, with respect
      to
      Maryland law, (c) Wiggin & Dana, as counsel to the Borrower and the
      Subsidiary Guarantors with respect to Connecticut law, (d) McCausland, Keen
      & Buckman, as counsel to the Borrower and the Subsidiary Guarantors with
      respect to Pennsylvania law, and (e) Jones, Day, Reavis & Pogue, as counsel
      to the Borrower and the Subsidiary Guarantors with respect to Texas and
      California law.





§10.7.  Tax
      Law Compliance .
      Each of
      the Lenders and the Administrative Agent shall also have received from Seyfarth
      Shaw LLP, as counsel to the Borrower and MCRC, a favorable opinion addressed
      to
      the Lenders and the Administrative Agent, in form and substance
      satisfactory to each of the Lenders and the Administrative Agent, with respect
      to the qualification of MCRC as a REIT and certain other tax laws
      matters.





§10.8.  Certifications
      from Government Officials .
      The
      Administrative Agent shall have received long-form certifications from
      government officials evidencing the legal existence, good standing and foreign
      qualification of the Borrower and each Guarantor, along with a certified copy
      of
      the certificate of limited partnership or certificate of incorporation of the
      Borrower and each Guarantor, all as of the most recent practicable
      date.






71





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





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





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





§10.12.  Subsequent  Guarantors .
      As a
      condition to the effectiveness of any subsequent Guaranty, each subsequent
      Guarantor shall deliver such documents, agreements, instruments and opinions
      as
      the Administrative Agent shall reasonably require as to such Guarantor and
      the
      Unencumbered Property owned or ground-leased by such Guarantor that are
      analogous to the deliveries made by the Guarantors as of the Closing Date
      pursuant to §10.2 through §10.6 and §10.8.





§10.13.  No
      Default Under Revolving Credit Agreement .
      There
      shall exist no Default or Event of Default under the Revolving Credit
      Agreement.





§11.  CONDITIONS
      TO ALL BORROWINGS .
      The
      obligations of the Lenders to make the Term Loan on the Closing Date shall
      also
      be subject to the satisfaction of the following conditions
      precedent:





§11.1.  Representations
      True; No Event of Default; Compliance Certificate .
      Each of
      the representations and warranties of the Borrower and the Guarantors contained
      in this


72


Agreement,
      the other Loan Documents or in any document or instrument delivered pursuant
      to
      or in connection with this Agreement shall be true as of the date as of which
      they were made and shall also be true at and as of the time of the making of
      such Loan with the same effect as if made at and as of that time (except to
      the
      extent (i) of changes resulting from transactions contemplated or not prohibited
      by this Agreement or the other Loan Documents (ii) of changes occurring in
      the
      ordinary course of business, (iii) that such representations and warranties
      relate expressly to an earlier date and (iv) that such untruth is disclosed
      when
      first known to the Borrower or a Guarantor in the next delivered compliance
      certificate, and is a Non-Material Breach); and no Default or Event of Default
      under this Agreement shall have occurred and be continuing on the date of any
      Loan Request or on the Drawdown Date of any Loan. Each of the Lenders shall
      have
      received a certificate of the Borrower as provided in §2.5(iv)(c) or
§2A.9.





§11.2.  No
      Legal Impediment .
      No
      change shall have occurred in any law or regulations thereunder or
      interpretations thereof that in the reasonable opinion of the Administrative
      Agent or any Lender would make it illegal for any Lender to make such
      Loan.





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





§12.  EVENTS
      OF DEFAULT; ACCELERATION; ETC.





§12.1.  Events
      of Default and Acceleration .
      If any
      of the following events (“ ***Events
      of Default*** ”)
      shall
      occur:





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





(b)  the
      Borrower shall fail to pay any interest on the Loans or any other sums due
      hereunder or under any of the other Loan Documents (including, without
      limitation, amounts due under §7.15) when the same shall become due and payable,
      whether at the stated date of maturity or any accelerated date of maturity
      or at
      any other date fixed for payment, and such failure continues for five (5) days;
      none of the foregoing is a Non-Material Breach.





(c)  the
      Borrower or any Guarantor or any of their respective Subsidiaries shall fail
      to
      comply with any of their respective covenants contained in: §7.1 within ten (10)
      days of any such amount being due (except with respect to interest, fees and
      other sums covered by clause (b) above or principal covered by clause (a)
      above); §7.6 (as to the legal existence of MCRLP for which no period to cure is
      granted); §7.7 (as to the legal existence and
      REIT
      status of MCRC for which no period to cure is granted); §7.12; §7.19 within ten
      (10) days of the occurrence of same; §8 (except with respect to §8.4 for
      Non-Material Breaches only, or §8.5); or §9; none of the foregoing is a
      Non-Material Breach.





(d)  the
      Borrower or any Guarantor or any of their respective Subsidiaries shall fail
      to
      perform any other term, covenant or agreement contained herein or in any other
      Loan Document (other than those specified elsewhere in this §12) and such
      failure continues for thirty (30) days (other than a Non-Material Breach
      (excluding §8.4 for which the Non-Material Breach must be cured within the
      thirty or ten days, as applicable, provided therein) and such cure period shall
      not extend any specific cure period set forth in any term, covenant or agreement
      covered by this §12.1(d)).






73





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





(f)  the
      Borrower or any Guarantor or any of their respective Subsidiaries shall (i)
      fail
      to pay at maturity, or within any applicable period of grace or cure, any
      obligation for borrowed money or credit received by it (other than current
      obligations in the ordinary course of business) or in respect of any Capitalized
      Leases (x) in respect of any Recourse obligations or credit in an aggregate
      amount in excess of $20,000,000 (determined in accordance with §9.9 hereof) or
      (y) in respect of any Without Recourse obligations or credit in an aggregate
      amount in excess of $100,000,000 (determined in accordance with §9.9 hereof), or
      (ii) fail to observe or perform any material term, covenant or agreement
      contained in any agreement by which it is bound, evidencing or securing borrowed
      money or credit received (other than current obligations in the ordinary course
      of business) or in respect of any Capitalized Leases (x) in respect of any
      Recourse obligations or credit in an aggregate amount in excess of $20,000,000
      (determined in accordance with §9.9 hereof) for such period of time (after the
      giving of appropriate notice if required) as would permit the holder or holders
      thereof or of any obligations issued thereunder to accelerate the maturity
      thereof or (y) in respect of any Without Recourse obligations or credit in
      an
      aggregate amount in excess of $100,000,000 (determined in accordance with §9.9
      hereof), and the holder or holders thereof shall have accelerated the maturity
      thereof; none of the foregoing is a Non-Material Breach.





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






74





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





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





(j)  any
      of
      the Loan Documents or any material provision of any Loan Documents shall be
      canceled, terminated, revoked or rescinded otherwise than in accordance with
      the
      terms thereof or with the express prior written agreement, consent or approval
      of the Administrative Agent, or any Guaranty shall be canceled, terminated,
      revoked or rescinded at any time or for any reason whatsoever, or any action
      at
      law, suit or in equity or other legal proceeding to make unenforceable, cancel,
      revoke or rescind any of the Loan Documents shall be commenced by or on behalf
      of the Borrower or any of its Subsidiaries or any Guarantor or any of its
      Subsidiaries, or any court or any other governmental or regulatory authority
      or
      agency of competent jurisdiction shall make a determination that, or issue
      a
      judgment, order, decree or ruling to the effect that, any one or more of the
      Loan Documents is illegal, invalid or unenforceable as to any material terms
      thereof, other than as any of the same may occur from a Permitted Event
      permitted by this Agreement.





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





(l)  the
      Borrower or any ERISA Affiliate incurs any liability to the PBGC or a Guaranteed
      Pension Plan pursuant to Title IV of ERISA in an aggregate amount exceeding
      $5,000,000, or the Borrower or any ERISA Affiliate is assessed withdrawal
      liability pursuant to Title IV of ERISA by a Multiemployer Plan requiring
      aggregate annual


75


payments
      exceeding $5,000,000, or any of the following occurs with respect to a
      Guaranteed Pension Plan: (i) an ERISA Reportable Event, or a failure to make
      a
      required installment or other payment (within the meaning of §302(f)(1) of
      ERISA), *provided* that the
      Administrative Agent determines in its reasonable discretion that such event
      (A)
      could be expected to result in liability of the Borrower or any of its
      Subsidiaries to the PBGC or such Guaranteed Pension Plan in an aggregate amount
      exceeding $5,000,000 and (B) could constitute grounds for the termination of
      such Guaranteed Pension Plan by the PBGC, for the appointment by the appropriate
      United States District Court of a trustee to administer such Guaranteed Pension
      Plan or for the imposition of a lien in favor of such Guaranteed Pension Plan;
      or (ii) the appointment by a United States District Court of a trustee to
      administer such Guaranteed Pension Plan; or (iii) the institution by the PBGC
      of
      proceedings to terminate such Guaranteed Pension Plan; to the extent that any
      breach of §6.16 or §7.18 is a matter that constitutes a specific breach of a
      provision of this §12.1(l), the breach of §6.16 or §7.18 shall not be a
      Non-Material Breach.





(m)  Notwithstanding
      the provisions of §8.3(a), any person or group of persons (within the meaning of
      Section 13 or 14 of the Securities Exchange Act of 1934, as amended) shall
      have
      acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated
      by
      the Securities and Exchange Commission under said Act) of 40% or more of the
      outstanding shares of voting stock of MCRC in a transaction or a series of
      related transactions and, if at any time within one (1) year following such
      acquisition (i) fewer than three (3) of the five (5) Key Management Individuals
      remain active in the executive and/or operational management in their current
      (or comparable) positions with MCRC or (ii) individuals who were directors
      of
      MCRC on the date of such acquisition shall cease to constitute a majority of
      the
      voting members of the board of directors of MCRC. For purposes hereof, “Key
      Management Individuals” shall mean and include Mitchell E. Hersh, Barry
      Lefkowitz, Roger W. Thomas, Michael A. Grossman, and Anthony Krug and such
      replacement individuals as are reasonably acceptable to (and consented to in
      writing by) the Majority Lenders.





(n)  Any
      “Event of Default” shall occur and be continuing under the Revolving Credit
      Agreement.





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


76


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





§12.2.  Termination
      of Commitments .
      If any
      one or more Events of Default specified in §12.1(g) or §12.1(h) shall occur, any
      unused portion of the Commitments hereunder shall forthwith terminate and the
      Lenders shall be relieved of all obligations to make Loans to the Borrower.
      If
      any other Event of Default shall have occurred and be continuing, whether or
      not
      the Lenders shall have accelerated the maturity of the Loans pursuant to §12.1,
      the Administrative Agent with the consent of the Required Lenders may, and
      upon
      the request of the Required Lenders shall, by notice to the Borrower, terminate
      the unused portion of the credit hereunder, and upon such notice being given
      such unused portion of the credit hereunder shall terminate immediately and
      each
      of the Lenders shall be relieved of all further obligations to make Loans.
      No
      such termination of the credit hereunder shall relieve the Borrower or any
      Guarantor of any of the Obligations or any of its existing obligations to the
      Lenders arising under other agreements or instruments.





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





§13.  SETOFF .
      Without
      demand or notice, during the continuance of any Event of Default, any deposits
      (general or specific, time or demand, provisional or final, regardless
      of


77


currency,
      maturity, or the branch at which such deposits are held, but specifically
      excluding tenant security deposits, other fiduciary accounts and other
      segregated escrow accounts required to be maintained by the Borrower for the
      benefit of any third party) or other sums credited by or due from any of the
      Lenders to the Borrower or its Subsidiaries or any other property of the
      Borrower or its Subsidiaries in the possession of the Administrative Agent
      or a
      Lender may be applied to or set off against the payment of the Obligations.
      Each
      of the Lenders agrees with each other Lender that (a) if pursuant to any
      agreement between such Lender and the Borrower (other than this Agreement or
      any
      other Loan Document), an amount to be set off is to be applied to Indebtedness
      of the Borrower to such Lender, other than with respect to the Obligations,
      such
      amount shall be applied ratably to such other Indebtedness and to the
      Obligations, and (b) if such Lender shall receive from the Borrower or its
      Subsidiaries, whether by voluntary payment, exercise of the right of setoff,
      counterclaim, cross action, enforcement of the Obligations by proceedings
      against the Borrower or its Subsidiaries at law or in equity or by proof thereof
      in bankruptcy, reorganization, liquidation, receivership or similar proceedings,
      or otherwise, and shall retain and apply to the payment of the Note or Notes
      held by such Lender any amount in excess of its ratable portion of the payments
      received by all of the Lenders with respect to the Notes held by all of the
      Lenders, such Lender will make such disposition and arrangements with the other
      Lenders with respect to such excess, either by way of distribution, *pro
      tanto* assignment of claims, subrogation or otherwise, as shall result in each Lender
      receiving in respect of the Notes held by it, its proportionate payment as
      contemplated by this Agreement; *provided* that if
      all or any part of such excess payment is thereafter recovered from such Lender,
      such disposition and arrangements shall be rescinded and the amount restored
      to
      the extent of such recovery, but without interest. Notwithstanding the
      foregoing, no Lender shall exercise a right of setoff if such exercise would
      limit or prevent the exercise of any other remedy or other recourse against
      the
      Borrower or its Subsidiaries; and *provided
      further* ,
      if a
      Lender receives any amount in connection with the enforcement by such Lender
      against any particular assets held as collateral for Secured Indebtedness
      existing on the date hereof and unrelated to the Obligations which is owing
      to
      such Lender by the Borrower, such Lender shall not be required to ratably apply
      such amount to the Obligations.





§14.  THE
      ADMINISTRATIVE AGENT .





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





(b)  The
      Borrower, without further inquiry or investigation, shall, and is hereby
      authorized by the Lenders to, assume that all actions taken by the
      Administrative Agent hereunder and in connection with or under the Loan
      Documents are duly authorized by the Lenders. The Lenders shall notify the
      Borrower of any successor to Administrative Agent in accordance with §14.11 by a
      writing signed by Required Lenders.






78





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





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





§14.4.  No
      Representations .
      The
      Administrative Agent shall not be responsible for the execution or validity
      or
      enforceability of this Agreement, the Notes, or any of the other Loan Documents
      or for the validity, enforceability or collectibility of any such amounts owing
      with respect to the Notes, or for any recitals or statements, warranties or
      representations made herein or in any of the other Loan Documents or in any
      certificate or instrument hereafter furnished to it by or on behalf of any
      Guarantor or the Borrower or any of their respective Subsidiaries, or be bound
      to ascertain or inquire as to the performance or observance of any of the terms,
      conditions, covenants or agreements in this Agreement or the other Loan
      Documents. The Administrative Agent shall not be bound to ascertain whether
      any
      notice, consent, waiver or request delivered to it by the Borrower or any
      Guarantor or any holder of any of the Notes shall have been duly authorized
      or
      is true, accurate and complete. The Administrative Agent has not made nor does
      it now make any representations or warranties, express or implied, nor does
      it
      assume any liability to the Lenders, with respect to the creditworthiness or
      financial condition of the Borrower or any of its Subsidiaries or any Guarantor
      or any of the Subsidiaries or any tenant under a Lease or any other entity.
      Each
      Lender acknowledges that it has, independently and without reliance upon the
      Administrative Agent or any other Lender, and based upon such information and
      documents as it has deemed appropriate, made its own credit analysis and
      decision to enter into this Agreement.





§14.5.  Payments .





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






79





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





(c)  Notwithstanding
      anything to the contrary contained in this Agreement or any of the other Loan
      Documents, any Lender that fails (i) to make available to the Administrative
      Agent its pro rata share of any Loan or (ii) to comply with the provisions
      of
§13 with respect to making dispositions and arrangements with the other Lenders,
      where such Lender’s share of any payment received, whether by setoff or
      otherwise, is in excess of its pro rata share of such payments due and payable
      to all of the Lenders, in each case as, when and to the full extent required
      by
      the provisions of this Agreement, or to adjust promptly such Lender’s
      outstanding principal and its pro rata Commitment Percentage as provided in
      §2.1, shall be deemed delinquent (a “ ***Delinquent
      Lender*** ”)
      and
      shall be deemed a Delinquent Lender until such time as such delinquency is
      satisfied. A Delinquent Lender shall be deemed to have assigned any and all
      payments due to it from the Borrower, whether on account of outstanding Loans,
      interest, fees or otherwise, to the remaining nondelinquent Lenders for
      application to, and reduction of, their respective pro rata shares of all
      outstanding Loans. The Delinquent Lender hereby authorizes the Administrative
      Agent to distribute such payments to the nondelinquent Lenders in proportion
      to
      their respective pro rata shares of all outstanding Loans. If not previously
      satisfied directly by the Delinquent Lender, a Delinquent Lender shall be deemed
      to have satisfied in full a delinquency when and if, as a result of application
      of the assigned payments to all outstanding Loans of the nondelinquent Lenders,
      the Lenders’ respective pro rata shares of all outstanding Loans have returned
      to those in effect immediately prior to such delinquency and without giving
      effect to the nonpayment causing such delinquency.





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





§14.7.  Indemnity .
      The
      Lenders ratably and severally agree hereby to indemnify and hold harmless the
      Administrative Agent (in its capacity as such and not in its capacity as a
      Lender) and its Affiliates from and against any and all claims, actions and
      suits (whether groundless or otherwise), losses, damages, costs, expenses
      (including any expenses for which the Administrative Agent has not been
      reimbursed by the Borrower as required by §15), and liabilities of every nature
      and character arising out of or related to this Agreement, the Notes, or any
      of
      the other Loan Documents or the transactions contemplated or evidenced hereby
      or
      thereby, or the Administrative Agent’s actions taken hereunder or thereunder,
      except to the extent that any of the same shall be directly caused by the
      Administrative Agent’s or such Affiliate’s willful misconduct or gross
      negligence. Nothing in this §14.7 shall limit any indemnification obligations of
      the Borrower hereunder.






80





§14.8.  Administrative
      Agent as Lender .
      In its
      individual capacity as a Lender, JPMorgan shall have the same obligations and
      the same rights, powers and privileges in respect to its Commitment and the
      Loans made by it, and as the holder of any of the Notes, as it would have were
      it not also the Administrative Agent. Except as expressly set forth herein,
      the
      Administrative Agent shall not have any duty to disclose, and shall not be
      liable for the failure to disclose, any information relating to the Borrower,
      the Guarantors or their Subsidiaries that is communicated to or obtained by
      the
      bank serving as the Administrative Agent or any of its Affiliates in any
      capacity.





§14.9.  Notification
      of Defaults and Events of Default .
      Each
      Lender hereby agrees that, upon learning of the existence of a default, Default
      or an Event of Default, it shall (to the extent notice has not previously been
      provided) promptly notify the Administrative Agent thereof. The Administrative
      Agent hereby agrees that upon receipt of any notice under this §14.9 it shall
      promptly notify the other Lenders of the existence of such default, Default
      or
      Event of Default.





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






81





§14.11.  Successor
      Administrative Agent .
      JPMorgan, or any successor Administrative Agent, may resign as Administrative
      Agent at any time by giving written notice thereof to the Lenders and to the
      Borrower. In addition, the Required Lenders may remove the Administrative Agent
      in the event of the Administrative Agent’s gross negligence or willful
      misconduct. Any such resignation or removal shall be effective upon appointment
      and acceptance of a successor Administrative Agent, as hereinafter provided.
      Subject to the next sentence, any such resignation or removal, the Required
      Lenders shall have the right to appoint a successor Administrative Agent, which
      is a Lender under this Agreement, *provided* that so
      long as no Default or Event of Default has occurred and is continuing the
      Borrower shall have the right to approve any successor Administrative Agent,
      which approval shall not be unreasonably withheld. If, in the case of a
      resignation by the Administrative Agent, no successor Administrative Agent
      shall
      have been so appointed by the Required Lenders and, if applicable, approved
      by
      the Borrower, and shall have accepted such appointment, within thirty (30)
      days
      after the retiring Administrative Agent’s giving of notice of resignation, then
      the retiring Administrative Agent may, on behalf of the Lenders, appoint any
      one
      of the other Lenders as a successor Administrative Agent; *provided* that the
      Administrative Agent shall have first submitted the names of two (2) Lenders
      to
      the Borrower and, within ten (10) Business Days of such submission the Borrower
      shall not have selected one of such Lenders as the successor Administrative
      Agent. Upon the acceptance of any appointment as Administrative Agent hereunder
      by a successor Administrative Agent, such successor Administrative Agent shall
      thereupon succeed to and become vested with all the rights, powers, privileges
      and duties of the retiring or removed Administrative Agent, and the retiring
      or
      removed Administrative Agent shall be discharged from all further duties and
      obligations as Administrative Agent under this Agreement. After any
      Administrative Agent’s resignation or removal hereunder as Administrative Agent,
      the provisions of this §14 shall inure to its benefit as to any actions taken or
      omitted to be taken by it while it was Administrative Agent under this
      Agreement.





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





§15.  EXPENSES .
      The
      Borrower agrees to pay (a) the reasonable costs of incurred by JPMorgan and
      the
      Arranger in producing this Agreement, the other Loan Documents and the other
      agreements and instruments mentioned herein, (b) the reasonable fees,
      expenses


82


and
      disbursements of one outside counsel to the Administrative Agent, and one local
      counsel to the Administrative Agent, in each case incurred in connection with
      the preparation, administration or interpretation of the Loan Documents and
      other instruments mentioned herein, each closing hereunder, and amendments,
      modifications, approvals, consents or waivers hereto or hereunder, (c) the
      reasonable fees, expenses and disbursements of the Administrative Agent incurred
      by the Administrative Agent in connection with the preparation, administration
      or interpretation of the Loan Documents and other instruments mentioned herein,
      each closing hereunder, any amendments, modifications, approvals, consents
      or
      waivers hereto or hereunder, or the cancellation of any Loan Document upon
      payment in full in cash of all of the Obligations or pursuant to any terms
      of
      such Loan Document for providing for such cancellation, including, without
      limitation, the reasonable fees and disbursements (including, without
      limitation, reasonable photocopying costs) of one counsel to the Administrative
      Agent in preparing the documentation, (d) the reasonable fees, costs, expenses
      and disbursements of the Arranger and its Affiliates incurred in connection
      with
      the syndication and/or participations of the Loans, including, without
      limitation, costs of preparing syndication materials and photocopying costs,
      subject to the limitations set forth in the Fee Letter, (e) all reasonable
      expenses (including reasonable attorneys’ fees and costs, which attorneys may be
      employees of any Lender or the Administrative Agent, and the fees and costs
      of
      appraisers, engineers, investment bankers, surveyors or other experts retained
      by any Lender or the Administrative Agent in connection with any such
      enforcement, preservation proceedings or dispute) incurred by any Lender or
      the
      Administrative Agent in connection with (i) the enforcement of or preservation
      of rights under any of the Loan Documents against the Borrower or any of its
      Subsidiaries or any Guarantor or the administration thereof after the occurrence
      and during the continuance of a Default or Event of Default (including, without
      limitation, expenses incurred in any restructuring and/or “workout” of the
      Loans), and (ii) any litigation, proceeding or dispute whether arising hereunder
      or otherwise, in any way related to any Lender’s or the Administrative Agent’s
      relationship with the Borrower, any Guarantor or any of their Subsidiaries,
      (f)
      all reasonable fees, expenses and disbursements of the Administrative Agent
      incurred in connection with UCC searches and (g) all costs incurred by the
      Administrative Agent in the future in connection with its inspection of the
      Unencumbered Properties after the occurrence and during the continuance of
      an
      Event of Default. The covenants of this §15 shall survive payment or
      satisfaction of payment of amounts owing with respect to the Notes.





§16.  INDEMNIFICATION .
      The
      Borrower agrees to indemnify and hold harmless the Administrative Agent, the
      Arranger and each of the Lenders and the shareholders, directors, agents,
      officers, employees, subsidiaries and affiliates of the Administrative Agent,
      the Arranger and each of the Lenders from and against any and all claims,
      actions and suits sought or brought by a third party, whether groundless or
      otherwise, and from and against any and all liabilities, losses, settlement
      payments, obligations, damages and expenses of every nature and character,
      including reasonable legal fees and expenses, arising out of or resulting in
      any
      way from this Agreement or any of the other Loan Documents or the transactions
      contemplated hereby or thereby or which otherwise arise in connection with
      the
      financing, including, without limitation, (a) any actual or proposed use by
      the
      Borrower


83


or
      any of
      its Subsidiaries of the proceeds of any of the Loans, (b) the Borrower or any
      of
      its Subsidiaries or any Guarantor entering into or performing this Agreement
      or
      any of the other Loan Documents, or (c) pursuant to §7.15 hereof, in each case
      including, without limitation, the reasonable fees and disbursements of counsel
      incurred in connection with any investigative, administrative or judicial
      proceeding (whether or not such indemnified Person is a party thereto), *provided,
      however* ,
      that
      the Borrower shall not be obligated under this §16 to indemnify any Person for
      liabilities arising from such Person’s own gross negligence or willful
      misconduct. In litigation, or the preparation therefor, the Borrower shall
      be
      entitled to select counsel reasonably acceptable to the Required Lenders, and
      the Lenders (as approved by the Required Lenders) shall be entitled to select
      their own supervisory counsel and, in addition to the foregoing indemnity,
      the
      Borrower agrees to pay promptly the reasonable fees and expenses of each such
      counsel if (i) in the written opinion of counsel to the Administrative Agent,
      the Arranger or the Lenders, as the case may be, use of counsel of the
      Borrower’s choice could reasonably be expected to give rise to a conflict of
      interest, (ii) the Borrower shall not have employed counsel reasonably
      satisfactory to the Administrative Agent, the Arranger or the Lenders, as the
      case may be, within a reasonable time after notice of the institution of any
      such litigation or proceeding or (iii) the Borrower authorizes the
      Administrative Agent, the Arranger or the Lenders, as the case may be, to employ
      separate counsel at the Borrower’s expense. If and to the extent that the
      obligations of the Borrower under this §16 are unenforceable for any reason, the
      Borrower hereby agrees to make the maximum contribution to the payment in
      satisfaction of such obligations which is permissible under applicable law. The
      provisions of this §16 shall survive the repayment of the Loans and the
      termination of the obligations of the Lenders hereunder and shall continue
      in
      full force and effect as long as the possibility of any such claim, action,
      cause of action or suit exists.





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


§18.  ASSIGNMENT;
      PARTICIPATIONS; ETC .





§18.1.  Conditions
      to Assignment by Lenders .
      Except
      as provided herein, each Lender may assign to one or more Eligible Assignees
      all
      or a portion of its interests, rights and obligations under this Agreement
      (including all or a portion of its Commitment Percentage and Commitment and
      the
      same portion of the Loans at the time owing to it, the Notes held by it; *provided* that (a)
      the Administrative Agent and, except (x) in the case of an assignment to a
      Lender or a Lender Affiliate or (y) if an Event of Default shall have occurred
      and be continuing, the Borrower each shall have the right to approve any
      Eligible Assignee, which approval shall not be unreasonably withheld or delayed,
      (b) each such assignment shall be of a constant, and not a varying, percentage
      of all the assigning Lender’s rights and obligations under this Agreement as to
      such interests, rights and obligations under this Agreement so assigned, (c)
      except in the case of an assignment to a Lender or a Lender Affiliate, each
      such
      assignment shall be in a minimum amount of $1,000,000 or an integral multiple
      of
      $1,000,000 in excess thereof, (d) unless the assigning Lender shall have
      assigned its entire Commitment, each Lender shall have at all times an amount
      of
      its Commitment of not less than $10,000,000 and (e) the parties to such
      assignment shall execute and deliver to the Administrative Agent, for recording
      in the Register (as hereinafter defined), an assignment and assumption,
      substantially in the form of ***Exhibit
      F***  hereto
      (an “ ***Assignment
      and Assumption*** ”),
      together with any Notes subject to such assignment. Upon such execution,
      delivery, acceptance and recording, from and after the effective date specified
      in each Assignment and Assumption, which effective date shall be at least five
      (5) Business Days after the execution thereof, (i) the assignee thereunder
      shall
      be a party hereto and, to the extent provided in such Assignment and Assumption,
      have the rights and obligations of a Lender hereunder and thereunder, and (ii)
      the assigning Lender shall, to the extent provided in such assignment and upon
      payment to the Administrative Agent of the registration fee referred to in
      §18.3, be released from its obligations under this Agreement. If the consent
      of
      the Borrower is required pursuant to this §18.1, and the Borrower does not
      respond to the Administrative Agent’s request for consent within ten (10)
      Business Days of receipt of such written request, the consent shall be deemed
      given.






84





§18.2.  Certain
      Representations and Warranties; Limitations; Covenants .
      By
      executing and delivering an Assignment and Assumption, the parties to the
      assignment thereunder confirm to and agree with each other and the other parties
      hereto as follows: (a) other than the representation and warranty that it is
      the
      legal and beneficial owner of the interest being assigned thereby free and
      clear
      of any adverse claim, the assigning Lender makes no representation or warranty
      and assumes no responsibility with respect to any statements, warranties or
      representations made in or in connection with this Agreement or the execution,
      legality, validity, enforceability, genuineness, sufficiency or value of this
      Agreement, the other Loan Documents or any other instrument or document
      furnished pursuant hereto; (b) the assigning Lender makes no representation
      or
      warranty and assumes no responsibility with respect to the financial condition
      of the Borrower or any of its Subsidiaries or any Guarantor or any other Person
      primarily or secondarily liable in respect of any of the Obligations, or the
      performance or observance by the Borrower or any of its Subsidiaries or any
      Guarantor or any other Person primarily or secondarily liable in
      respect


85


of
      any of
      the Obligations of any of their obligations under this Agreement or any of
      the
      other Loan Documents or any other instrument or document furnished pursuant
      hereto or thereto; (c) such assignee confirms that it has received a copy of
      this Agreement, together with copies of the most recent financial statements
      referred to in §6.4 and §7.4 and such other documents and information as it has
      deemed appropriate to make its own credit analysis and decision to enter into
      such Assignment and Assumption; (d) such assignee will, independently and
      without reliance upon the assigning Lender, the Administrative Agent or any
      other Lender and based on such documents and information as it shall deem
      appropriate at the time, continue to make its own credit decisions in taking
      or
      not taking action under this Agreement; (e) such assignee represents and
      warrants that it is an Eligible Assignee; (f) such assignee appoints and
      authorizes the Administrative Agent to take such action as agent on its behalf
      and to exercise such powers under this Agreement and the other Loan Documents
      as
      are delegated to the Administrative Agent by the terms hereof or thereof,
      together with such powers as are reasonably incidental thereto; (g) such
      assignee agrees that it will perform in accordance with their terms all of
      the
      obligations that by the terms of this Agreement are required to be performed
      by
      it as a Lender; and (h) such assignee represents and warrants that it is legally
      authorized to enter into such Assignment and Assumption.





§18.3.  Register .
      The
      Administrative Agent shall maintain a copy of each Assignment and Assumption
      delivered to it and a register or similar list (the “ ***Register*** ”)
      for
      the recordation of the names and addresses of the Lenders and the Commitment
      Percentages of, and principal amount of the Loans owing to, the Lenders from
      time to time. The entries in the Register shall be conclusive, in the absence
      of
      manifest error, and the Borrower, the Administrative Agent and the Lenders
      may
      treat each Person whose name is recorded in the Register as a Lender hereunder
      for all purposes of this Agreement. The Register shall be available for
      inspection by the Borrower and the Lenders at any reasonable time and from
      time
      to time upon reasonable prior notice. Upon each such recordation other than
      assignments pursuant to §4.11, the assigning Lender agrees to pay to the
      Administrative Agent a registration fee in the sum of $3,500.





§18.4.  New
      Notes .
      Upon
      its receipt of an Assignment and Assumption executed by the parties to such
      assignment, together with each Note subject to such assignment, the
      Administrative Agent shall (a) record the information contained therein in
      the
      Register, and (b) give prompt written notice thereof to the Borrower and the
      Lenders (other than the assigning Lender). Within five (5) Business Days after
      receipt of such notice, the Borrower, at its own expense, (i) shall execute
      and
      deliver to the Administrative Agent, in exchange for each surrendered Note,
      a
      new Note to the order of such Eligible Assignee in an amount equal to the amount
      assumed by such Eligible Assignee pursuant to such Assignment and Assumption
      and, if the assigning Lender has retained some portion of its obligations
      hereunder, a new Note to the order of the assigning Lender in an amount equal
      to
      the amount retained by it hereunder and (ii) shall deliver an opinion from
      counsel to the Borrower in substantially the form delivered on the Closing
      Date
      pursuant to §10.6 as to such new Notes. Such new Notes shall provide that they
      are replacements for the surrendered Notes, shall be in an aggregate principal
      amount equal to the aggregate principal amount of the surrendered Notes, shall
      be dated the effective date of such Assignment and Assumption and shall otherwise
      be in substantially the form of the assigned Notes. The surrendered Notes shall
      be canceled and returned to the Borrower.





§18.5.  Participations .
      Each
      Lender may sell participations to one or more banks or other entities in all
      or
      a portion of such Lender’s rights and obligations under this Agreement and the
      other Loan Documents without notice or consent of the Borrower, Administrative
      Agent or any other party hereto; *provided* that (a)
      any such sale or participation shall not affect the rights and duties of the
      selling Lender hereunder to the Borrower and the Administrative Agent and the
      Lender shall continue to exercise all approvals, disapprovals and other
      functions of a Lender, (b) the only rights granted to the participant pursuant
      to such participation arrangements with respect to waivers, amendments or
      modifications of, or approvals under, the Loan Documents shall be the rights
      to
      approve waivers, amendments or modifications that would reduce the principal
      of
      or the interest rate on any Loans, extend the term (other than any extension
      contemplated by the definition of “ ***Maturity
      Date*** ”)
      or
      increase the amount of the Commitment of such Lender as it relates to such
      participant, reduce the amount of any fees to which such participant is entitled
      or extend any regularly scheduled payment date for principal or interest, and
      (c) no participant shall have the right to grant further participations or
      assign its rights, obligations or interests under such participation to other
      Persons without the prior written consent of the Administrative Agent.






86





§18.6.  Pledge
      by Lender .
      Notwithstanding any other provision of this Agreement, any Lender at no cost
      to
      the Borrower may at any time pledge or assign a security interest in all or
      any
      portion of its interest and rights under this Agreement (including all or any
      portion of its Notes) to any Person. No such pledge or the enforcement thereof
      shall release the pledgor Lender from its obligations hereunder or under any
      of
      the other Loan Documents.





§18.7.  Successors
      and Assigns; No Assignment by Borrower .
      This
      Agreement and the other Loan Documents shall be binding upon the parties hereto
      and their respective successors and assigns and shall inure to the benefit
      of
      the parties hereto and their successors and permitted assigns. Notwithstanding
      the foregoing, the Borrower shall not assign or transfer any of its rights
      or
      obligations under any of the Loan Documents without prior Unanimous Lender
      Approval (and any such attempted assignment or transfer by the Borrower without
      such consent shall be null and void).





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





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





(a)  if
      to the
      Borrower or any Guarantor, to it at Mack-Cali Realty Corporation, 343 Thornall
      Street, Edison, New Jersey 08837-2206, Attention: Mr. Roger W. Thomas, Executive
      Vice President and General Counsel and Mr. Barry Lefkowitz, Executive Vice
      President and Chief Financial Officer, with a copy to William M. Levine, Esq.,
      Pryor Cashman Sherman & Flynn LLP, 410 Park Avenue, New York, New York
      10022, or to such other address for notice as the Borrower or any Guarantor
      shall have last furnished in writing to the Administrative Agent;





(b)  if
      to the
      Administrative Agent, to it at JPMorgan Chase Bank, N.A., Loan and Agency
      Services Group, 1111 Fannin Street, 10 th Floor,
      Houston, TX 77002, (Telecopy No. (713) 750-2892), with copies to JPMorgan Chase
      Bank, N.A., 277 Park Avenue, 3 rd Floor,
      New York, New York 10172, Attention: Donald Shokrian (Telecopy No. (646)
      534-0574), Jacqueline F. Stein, Esq., Vice President and Associate General
      Counsel (Telecopy No. 212-270-2930), and Stephen M. Miklus, Esq., Bingham
      McCutchen LLP, 150 Federal Street, Boston, Massachusetts 02110, or at such
      other
      address for notice as the Administrative Agent, shall last have furnished in
      writing to the Person giving the notice; and






87





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





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





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





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





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






88





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





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





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






89





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





(i)  reduces
      or forgives any principal of any unpaid Loan or any interest thereon (including
      any interest “breakage” costs) or any fees due any Lender hereunder;
      or





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





(iii)  changes
      the date fixed for any payment of principal of or interest on any Loan
      (including, without limitation, any extension of the Maturity Date other than
      in
      accordance with the second sentence of the definition of "Maturity Date") or
      any
      fees payable hereunder; or





(iv)  changes
      the amount of any Lender’s Commitment (other than pursuant to an assignment
      permitted under §18.1 hereof or as consented to by such Lender) or increases the
      amount of the Total Commitment; or





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





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





(vii)  changes
      the definitions of Required Lenders, Majority Lenders or Unanimous Lender
      Approval;





*provided* that no
      such agreement shall amend, modify or otherwise affect the rights or duties
      of
      the Administrative Agent hereunder without the prior written consent of the
      Administrative Agent.





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





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






90





§27.  [RESERVED] .





§28.  USA
      PATRIOT ACT .
      Each
      Lender hereby notifies the Credit Parties that pursuant to the requirements
      of
      the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26,
      2001)) (the “ ***Act*** ”),
      it is
      required to obtain, verify and record information that identifies the Credit
      Parties, which information includes the names and addresses of the Credit
      Parties and other information that will allow such Lender to identity the Credit
      Parties in accordance with the Act.





§29.  USURY
      SAVINGS CLAUSE .
      Notwithstanding anything herein to the contrary, if at any time the interest
      rate applicable to any Loan, together with all fees, charges and other amounts
      which are treated as interest on such Loan under applicable law (collectively
      the “ Charges ”),
      shall
      exceed the maximum lawful rate (the “ Maximum
      Rate ”)
      which
      may be contracted for, charged, taken, received or reserved by the Lender
      holding such Loan in accordance with applicable law, the rate of interest
      payable in respect of such Loan hereunder, together with all Charges payable
      in
      respect thereof, shall be limited to the Maximum Rate.








91





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











**MACK-CALI
      REALTY, L.P.**





By:
      Mack-Cali Realty Corporation, its general partner








By: /s/
      Barry Lefkowitz


Name: Barry
      Lefkowitz


Title: Executive
      Vice President and Chief Financial Officer








**JPMORGAN
      CHASE BANK, N.A.,** individually
      and as Administrative Agent








By: /s/
      Donald S. Shokrian


Name: Donald
      S.
      Shokrian


Title: Managing
      Director











SIGNATURE
      PAGE TO TERM LOAN
      AGREEMENT








**Mack-Cali
      Realty Corporation**


**Schedule
      CBD**


**CBD
      Properties**


**Property
                Address**
            **City/State****Harborside
                Financial Center 1**
            **Jersey
                City, NJ****Harborside
                Financial Center 2**
            **Jersey
                City, NJ****Harborside
                Financial Center 3**
            **Jersey
                City, NJ****Harborside
                Financial Center 4-A**
            **Jersey
                City, NJ****Harborside
                Financial Center 5**
            **Jersey
                City, NJ****101
                Hudson Street**
            **Jersey
                City, NJ****760
                Market Street**
            **San
                Francisco, CA****795
                Folsom Street**
            **San
                Francisco, CA****201
                South Third Street**
            **San
                Francisco, CA****1400
                L Street**
            **Washington,
                DC****1201
                Connecticut Avenue NW**
            **Washington,
                DC**