**Exhibit 10.69**

** **

**CONTRIBUTION AND EXCHANGEAGREEMENT**

** **

**by and between**

** **

**ALBERT H. SMALL,**

** **

**THEODORE N. LERNER,**

** **

**RALPH OCHSMAN,**

** **

**RICHARD PERKINS,**

** **

**GUDELSKY BROTHERS,**

** **

**TENTH SPRINGHILL LAKEASSOCIATES L.L.L.P.,**

** **

**ELEVENTH SPRINGHILL LAKEASSOCIATES L.L.L.P.,**

** **

**TWELFTH SPRINGHILL LAKEASSOCIATES L.L.L.P.,**

** **

**FOURTEENTH SPRINGHILL LAKEASSOCIATES L.L.L.P.,**

** **

**GREENBELT ASSOCIATES,**

** **

**SIXTEENTH SPRINGHILL LAKEASSOCIATES L.L.L.P.**

** **

**and**

** **

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

** **

 

**Date: November 21, 2005**

 

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**CONTRIBUTION AND EXCHANGE AGREEMENT**

 

**THIS CONTRIBUTION AND EXCHANGEAGREEMENT**(this “**Agreement**”)made this 21st day of November, 2005 (the “**ExecutionDate**”), by and between the persons set forth on **Exhibit A**annexed hereto (each a “**GP Contributor**”and collectively, the “**GP Contributors**”),Tenth Springhill Lake Associates L.L.L.P. (“**Tenth LLLP**”),a Maryland limited liability limited partnership, Eleventh Springhill LakeAssociates L.L.L.P. (“**Eleventh LLLP**”),a Maryland limited liability limited partnership, Twelfth Springhill LakeAssociates L.L.L.P. (“**Twelfth LLLP**”),a Maryland limited liability limited partnership, Fourteenth Springhill LakeAssociates L.L.L.P. (“**Fourteenth LLLP**”and together with Tenth LLLP, Eleventh LLLP and Twelfth LLLP each shall bereferred to herein individually as a “**Property LLLP**”and together as the “**Property LLLPs**”),a Maryland limited liability limited partnership, Greenbelt Associates (“**Greenbelt**”), a Maryland general partnership, and SixteenthSpringhill Lake Associates L.L.L.P. (“**Sixteenth LLLP**”and together with Greenbelt each shall be referred to herein individually as an“**Option Property Owner**” and together asthe “**Option Property Owners**”), a Marylandlimited liability limited partnership and **MACK-CALI REALTY, L.P.**(“**MCRLP**”)**,**a Delaware limited partnership. The Property LLLPs and the Option PropertyOwners shall hereinafter be referred to individually as a “**CapitalOffice Owner**” and collectively as the “**CapitalOffice Owners**”.

 

**RECITALS**

** **

**WHEREAS**,MCRLP desires to acquire from the GP Contributors and the limited partnercontributors set forth on **Exhibit B**annexed hereto (the “**LP Contributors**”and together with the GP Contributors the “**Contributors**”)and the Contributors desire to either (i) transfer to MCRLP all of theownership and beneficial interests in and to each Property LLLP following theConversion (as hereinafter defined) of each Property LLLP to a limitedliability company, or (ii) in the event that the Conversion of anyProperty LLLP cannot be accomplished in accordance with the terms of thisAgreement, cause to be transferred to MCRLP the fee interest in each Property(as defined below);

 

**WHEREAS**, MCRLP desires to acquire the Option (ashereinafter defined) to acquire from the Contributors and the Contributorsdesire to grant the Option to MCRLP to acquire all of the ownership andbeneficial interests in and to each Option Property Owner following theConversion (as such term is defined in the Option Agreement (as hereinafterdefined)) of each Option Property Owner to a limited liability company;however, in the event that the Conversion of any Option Property Owner cannotbe accomplished in accordance with the terms of the Option Agreement, MCRLPdesires to acquire an option to acquire the fee interest in each OptionProperty from the Option Property Owners;

 

**WHEREAS**, provided the requisite consent of the LPContributors is obtained authorizing the Conversion at or prior to Closing,each LP Contributor and MCRLP shall execute and deliver the LP ContributorsJoinder Agreement in the form annexed hereto as **Exhibit C**whereby each LPContributor shall make certain representations, warranties and agreements withrespect to such LP Contributor’s ownership in any applicable Property Owner andshall agree to be bound by the terms and conditions of this Agreement;

 

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**WHEREAS**,each Contributor is a partner in a Property LLLP or a partner in an OptionProperty Owner (an “**Option Contributor**”)and in such capacity is the record and beneficial owner of the limitedliability limited partnership interest or the general partnership interest (the“**Property Owner Interests**”) in theCapital Office Owner set forth opposite such Contributor’s name on **Exhibit D-1** through **Exhibit D-6** annexed hereto;

 

**WHEREAS**,the Capital Office Owners are the owners of that certain real property known as“Capital Office Park”, which includes 6301 Ivy Lane, 6303 Ivy Lane, 6305 IvyLane, 6404 Ivy Lane, 6406 Ivy Lane and 6411 Ivy Lane, Greenbelt, Maryland, and9200 Edmonston Road, Greenbelt, Maryland, which is located outside of CapitalOffice Park, all such real property as more particularly described in **Exhibit E** annexed hereto (eacha “**Property**” and together the “**Properties**”), and certain unimproved real propertydesignated as Parcel J, Parcel K, Parcel L, Outlot A, Parcel I-1, Parcel A andParcel G on **Exhibit F** annexed hereto(each an “**Option Property**” and together the “**Option Properties**”) (the owner of each Property is set forthopposite the name of each Property LLLP on **Exhibit G**annexed hereto and the ownership of each Option Property is set forth oppositethe name of each Option Property Owner on **Exhibit H**annexed hereto);

 

**WHEREAS**,prior to the Closing Date each GP Contributor shall endeavor to obtain therequisite consent or approval of the partners of any Property LLLP in whichsuch GP Contributor is a partner to the conversion of such Property LLLP to alimited liability company (the “**Conversion**”)and the contribution of 100% of the membership and beneficial interests in andto such limited liability company to MCRLP (each a “**Transferred Interest,**” and, collectively, the “**Transferred Interests**”), and, upon receiptof such requisite consent or approval, each GP Contributor shall cause theConversion of the Property LLLP to a limited liability company;

 

**WHEREAS**,on the Closing Date (as defined below) the Contributors desire to transfer theExchange Property (as hereinafter defined) to MCRLP and to grant an option toMCRLP with respect to the Option Properties pursuant to the terms of the OptionAgreement (as defined below) in exchange for (i) MCRLP’s assumption ofthose certain non-recourse first mortgage loans set forth on **Exhibit I** annexed hereto(collectively, the “**Assumed Debt**”)and each of which is evidenced and secured by those certain documents andinstruments described in **Exhibit J-1**through **Exhibit J-7** annexed hereto(collectively, the “**Existing Loan Documents**”),which Existing Loan Documents include, without limitation, non-recourse firstmortgages on each of the Properties, (ii) common operating partnershipunits (“**Units**”) of MCRLP and (iii) cash,or a combination cash and Units, on and subject to, the terms, covenants andconditions set forth herein; and

 

**WHEREAS,**subjectto the terms and conditions of this Agreement, each Contributor and MCRLPshall, at the Closing (as defined below), execute a separate Limited Agreementof Indemnity (in the form attached hereto as **Exhibit K**)or a separate Guaranty Agreement (in the form attached hereto as **Exhibit S**) pursuant to Article 21hereof whereby such Contributor shall indemnify MCRLP and/or Mack-Cali RealtyCorporation (the “**Company**” andtogether with MCRLP “**Mack-Cali**”),MCRLP’s general partner, with respect to certain indebtedness of MCRLP and/orthe Company as described herein.

 

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**NOW, THEREFORE,**inconsideration of the mutual promises hereinafter set forth herein and othergood and valuable consideration, the mutual receipt and legal sufficiency ofwhich are hereby acknowledged, the parties hereto, intending to be legallybound hereby, do hereby agree as follows:

 

**1.****                                      CONTRIBUTIONAND EXCHANGE; ALTERNATIVE STRUCTURE.**

 

1.1.                              Providedthe GP Contributors have obtained the requisite consent or approval of thepartners of each Property LLLP authorizing the Conversion of such Property LLLPto a limited liability company, upon, and subject to, the terms, covenants andconditions of this Agreement, on the Closing Date (as defined below), eachContributor shall contribute the Transferred Interest to MCRLP, and MCRLP shallacquire the Transferred Interests.

 

1.2.                              Alternatively,in the event that the GP Contributors are unable to obtain the requisiteconsent or approval of the partners of any Property LLLP to the Conversion ofsuch Property LLLP to a limited liability company prior to the Closing, the GPContributor of such Property LLLP shall cause the Property LLLP to contributethe Properties owned by such Property LLLP to MCRLP, or its designee, by deedtransfer at Closing. Notwithstanding the foregoing, each GP Contributor shallendeavor prior to the Closing to obtain the requisite consent or approval ofthe partners of any such Property LLLP in which such GP Contributor is apartner to the Conversion of such Property LLLP to a limited liability company.The Property conveyed by deed transfer pursuant to this Section 1.2 and/orthe Transferred Interests contributed by assignment by each Contributorpursuant to Section 1.1 shall hereinafter be collectively referred to asthe “**Exchange Property**”.

 

**2.****                                      CONSIDERATIONAND DEPOSIT.**

 

2.1.                              Theaggregate consideration (the “**Consideration**”)for the Exchange Property shall be ONE HUNDRED SIXTY-ONE MILLION SEVEN HUNDREDTWENTY EIGHT THOUSAND DOLLARS ($161,728,000), and shall be allocated among theProperties as set forth on **Schedule 2.1**(the “**Allocated Property Values**”) and payableas follows:

 

### (a)                                  ByMCRLP assuming the Assumed Debt as of the Closing Date (as defined below). Theparties hereto acknowledge and agree that, as of the date hereof, the AssumedDebt has an approximate outstanding balance of SIXTY-THREE MILLION SEVEN HUNDRED EIGHTY-ONE THOUSAND EIGHT HUNDREDTWENTY-FOUR DOLLARS ($63,781,824) (the outstanding balance of theAssumed Debt shall hereinafter be referred to as the “**Assumed Debt Amount**”);

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### (b)                                 Bypayment of an amount of cash, if any, (i) in respect of any Contributorwho elects to receive cash for part or all of its share of the ExchangeProperty, (ii) in respect of any Contributor who has not demonstrated tothe reasonable satisfaction of MCRLP that it qualifies as an “accreditedinvestor” (as such term is defined in Rule 501(a) of Regulation Dunder the Securities Act (as hereinafter defined)), (iii) in respect ofany Contributor for fractional Units as provided in Section 2.1(c) hereofand (iv) in respect of any Property LLLP that elects to receive cash inexchange for part or all of the applicable Property in the event anyProperty is conveyed by Deed pursuant to Section 1.2 hereof. EachContributor and/or Property LLLP, as applicable,

 

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### that elects toreceive cash for all or part of its Exchange Property in accordance withthis Section 2.1(b), shall notify MCRLP of such election, in writing, assoon as practicable following the date hereof and no later then fifteen (15)days prior to Closing; and, thereafter, **Schedule 2.1(b) **annexedhereto shall be completed and shall set forth the name of each Contributor andthe amount of cash paid to such Contributor pursuant to this Section 2.1(b).Notwithstanding anything herein to the contrary, unless otherwise agreed uponby MCRLP in its sole discretion, the cash portion of the Consideration, if any,shall in no event exceed an amount equal to the Consideration, less the AssumedDebt Amount and less the sum of a maximum amount of $70,000,000; and

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### (c)                                  Bythe issuance of Units, in respect of the Contributors, having a value (the “**Unit Value**”) equal to the sum of theConsideration less the amount of cash received pursuant to Section 2.1(b) above,if any, and the Assumed Debt Amount as of the Closing Date. The aggregate numberof such Units (the “**Contributor Units**”)to be issued shall be calculated by dividing the Unit Value by the averageclosing price as reported on the New York Stock Exchange for the common stock,par value $0.01 per share (the “**Common Stock**”),of the Company over the twenty (20) consecutive trading days ending two (2) tradingdays prior to the Closing Date (the “**BaseValue**”). No fractional Units shall be issued in respect of anyContributor, and any Contributor who is entitled to receive a fractional Unitshall instead receive cash with respect to such fractional Unit in an amountequal to the fractional Unit multiplied by the Base Value. Notwithstandinganything herein to the contrary, the Consideration shall be comprised of atleast SEVENTY MILLION DOLLARS($70,000,000) of Contributor Units, the value of such Contributor Units to bedetermined in accordance with this Section 2.1(c). If Contributors do notelect or do not qualify to receive Contributor Units with a Unit Value equal toat least SEVENTY MILLION DOLLARS ($70,000,000), MCRLP shall have the right, atits sole option, to terminate this Agreement by delivering written notice toContributors’ counsel (as designated in Article 26 of this Agreement).

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2.2.                              Atthe Closing, each Contributor shall be admitted to MCRLP as a limited partnerwith respect to the Contributor Units issued in respect of such Contributor asset forth on **Schedule 2.2-A** annexedhereto (which schedule shall be completed immediately prior to Closing),with the initial capital account balance set forth opposite such Contributor’sname on **Schedule 2.2-B** annexedhereto (which schedule shall be completed immediately prior to Closing). EachContributor shall be issued a certificate (with respect to each Contributor,the “**Certificate**”) in the form attachedhereto as **Exhibit L**, representingthe Contributor Units, which Certificate shall contain the legend set forth in Section 7.5of this Agreement.

 

2.3.                              (a)                                  Inconsideration for the execution of this Agreement and the mutual undertakings,covenants and obligations contained herein, concurrent with its execution ofthis Agreement, MCRLP shall deposit with Lawyers Title Insurance Corporation,as escrow agent (the “**Escrow Agent**”),TWO MILLION FIVE HUNDRED THOUSAND DOLLARS ($2,500,000) (the “**Refundable Deposit**”), which deposit shall be unconditionallyrefundable prior to the expiration of the Inspection Period (as defined below),or otherwise pursuant to the terms of this Agreement and an additional TWOMILLION FIVE HUNDRED THOUSAND DOLLARS ($2,500,000) deposit on or before theexpiration of the Inspection Period (together with the Refundable Deposit, the “**Deposit**”).

 

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### (b)                                 MCRLPshall have the right to satisfy all or any portion of the Deposit with one ormore unconditional irrevocable letters of credit issued by a bankinginstitution reasonably satisfactory to the Contributors, having offices in theDistrict of Columbia, presentable and payable on sight, naming the Escrow Agentas the beneficiary thereunder and naming MCRLP as the account party (the “**Letter of Credit**”). The Letter of Credit isto have an expiration date of at least one (1) year from its issuance. Inthe event that the Letter of Credit is not renewed by the date which is thirty(30) days prior to its then stated expiration date (and this Agreement remainsin full force and effect) or in the event that the Contributors are entitled tothe Deposit as provided herein, Escrow Agent shall present the Letter of Creditto the issuer at any time thereafter for payment and retain the proceedsthereof. The cash proceeds of any presentment of the Letter of Credit shall beheld by the Escrow Agent in accordance with the terms of this Agreement.

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### (c)                                  IfMCRLP satisfied the Deposit by either a check or wire transfer of funds, thenso long as the Closing has occurred, the Escrow Agent shall return the Depositto MCRLP at Closing. In the event that the Deposit is a Letter of Credit, thenso long as the Closing has occurred, the Letter of Credit shall be returned toMCRLP, along with an acknowledgment from the beneficiary of the Letter ofCredit, in a form reasonably acceptable to MCRLP, that said beneficiaryhas no further claim or interest in said Letter of Credit. If the Closing doesnot occur for any reason other than a default by any Contributor or a failureof any condition precedent to Closing set forth in Article 14 hereof, theDeposit shall be paid to, or the Letter of Credit may be drawn by, theContributors. If the Closing does not occur for any reason other than a defaultby MCRLP or a failure of any condition precedent to Closing set forth in Article 14,the Deposit shall be returned to MCRLP.

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2.4.                              Withrespect to the first Partnership Record Date (as defined in the OP Agreement)on or after the Closing Date, each Contributor shall receive a pro-ratadistribution payable with respect to the Units held by such Contributor inaccordance with the terms of the OP Agreement, as from time to time amended andin effect on the date hereof, on MCRLP’s next distribution payment date. Suchpro-rata distribution shall be equal to (a) the amount of suchdistribution, multiplied by (b) a fraction, the numerator of which isequal to the number of days from the Closing Date to and including the end dateof the period for which such distribution is being paid (the “**Distribution Date**”), and the denominator of which is equalto the number of days from (but excluding) the previous Distribution Date toand including the Distribution Date in question.

 

2.5.                              (a)                                  Subjectto the terms and conditions set forth in this Agreement and with the benefit ofall of the exculpatory provisions, if any, which are contained in the ExistingLoan Documents, MCRLP shall accept and, if required by the Assumed DebtLenders, expressly assume, as of the Closing Date all of the Assumed Debt,MCRLP acknowledging that such Assumed Debt will not be repaid at Closing. Itshall be a condition to MCRLP’s obligation to assume any Assumed Debt, that theGP Contributors shall have obtained or caused the Property LLLP in which suchGP Contributor is a partner to obtain the express written consent from each ofthe Assumed Debt Lenders to the transaction contemplated herein, together withan estoppel certificate from each of the Assumed Debt Lenders containing thecertifications and agreements set forth on **Schedule 2.5(a) **(“**Lender’s Estoppel**”). Each GP Contributor, Property LLLP andMCRLP covenant to the other to use diligent and good faith efforts and take allcommercially

 

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reasonable actions to obtainthe express written consent and Lender’s Estoppel to the transactionscontemplated herein from each of the Assumed Debt Lenders prior to the ClosingDate and to provide such information and/or documentation as the Assumed DebtLenders shall reasonably require in connection with such assumption. In theevent that any GP Contributor or any Property LLLP is unable to obtain therequisite consent or approval from any Assumed Debt Lenders, MCRLP shall havethe right, at its sole option, to terminate this Agreement by deliveringwritten notice to Contributors’ counsel (as designated in Article 26 ofthis Agreement) to such effect within twenty (20) days after its receipt ofwritten notification of any such occurrence; provided, however, in the eventthat MCRLP elects to terminate, as aforesaid, the Property LLLPs shallreimburse MCRLP for its reasonable attorney’s fees up to a maximum amount of$150,000.

 

### (b)                                 MCRLPand the Property LLLPs agree to split on a 50/50 basis all costs and feesassociated with the assumption of the Assumed Debt and the Existing LoanDocuments including, without limitation, any and all assignment, transfer orother fees, application or other costs and any and all costs and expenses incurredby the applicable Assumed Debt Lender, including, without limitation, legalfees and disbursements and costs and expenses related to updated title, survey,environmental reports and/or other legal, due diligence or compliance mattersrequired by the applicable Assumed Debt Lender. Notwithstanding the foregoing,each party shall pay for their respective legal fees in connection with suchassumption of the Assumed Debt.

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### (c)                                  MCRLPand the GP Contributors agree that the GP Contributors and any guarantor and anyenvironmental indemnitor under any of the Existing Loan Documents shall only beliable for obligations and liabilities with respect to matters first arisingprior to the Closing Date and it shall be a condition to the GP Contributor’sobligation to Close hereunder that the Assumed Debt Lenders shall have releasedthe GP Contributors and any guarantor and any environmental indemnitor from anyand all obligations and liabilities first arising from and after the ClosingDate. MCRLP agrees to assume liability for so-called “carve-outs” tonon-recourse provisions and for any environmental indemnities contained in anyof the Existing Loan Documents, but only for obligations and liabilities firstarising from and after the Closing Date and not for any obligations orliabilities relating to any periods prior to Closing Date. MCRLP andContributors agree to use commercially reasonable efforts to cause the AssumedDebt Lenders to require MCRLP to assume obligations and liabilities under theExisting Loan Documents only with respect to matters first arising from andafter the Closing Date.

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**3.****                                      REDEMPTION.**

 

3.1.                              TheContributor Units received as Consideration for the transfer of the ExchangeProperty shall be redeemable by the Contributors in accordance with the SecondAmended and Restated Agreement of Limited Partnership of MCRLP, as amended fromtime to time (the “**OP Agreement**”),at any time and from time to time subsequent to the first anniversary of theClosing Date on the basis of one (1) Unit for either cash equal to thefair market value of a share of Common Stock at the time of the redemption or,at the option of MCRLP acting through the Company, one (1) share of CommonStock (with such adjustments thereto as are provided in the OP Agreement).

 

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**4.****                                      OPTIONTO PURCHASE.**

 

4.1.                              Forthe one (1) year period beginning on the Closing Date, MCRLP, or itsdesignee, shall have the option (the “**Option**”) tonotify the Option Contributors’ counsel (as designated in the Option Agreement(as hereinafter defined)) that it elects to acquire either all of the ownershipand beneficial interests in and to each Option Property Owner or the feeinterest in each Option Property for a purchase price of THIRTEEN MILLIONDOLLARS ($13,000,000) (the “**Option Purchase Price**”),which shall be payable Units or, at the election of the Option Contributors orif an Option Contributor is not an “accredited investor” or as otherwiseprovided in the Option Agreement, cash. At Closing, the Option Contributors andMCRLP or its designee shall enter into an option agreement (the “**Option Agreement**”) in the form of **Exhibit M**annexed hereto pursuant to which the respective rights and obligations of theOption Contributors and MCRLP or its designee shall be set forth.

 

**5.****                                      INSPECTIONPERIOD; MCRLP’S RIGHT OF TERMINATION ANDREJECTION PRIOR TO CLOSING; ASIS CONDITION.**

 

5.1.                              Throughthe period ending on the Execution Date, as it may be extended (the “**Inspection Period**”), MCRLP has performed, or cause to beperformed, tests, investigations and studies of or related to the Propertiesincluding, but not limited to, soil tests and borings, ground water tests andinvestigations, percolator tests, surveys, architectural, engineering,subdivision, environmental, access, financial, market analysis, development andeconomic feasibility studies and other tests, investigations or studies asMCRLP, in its sole discretion, determined is necessary or desirable inconnection with the Properties and inspected the physical (including environmental)and financial condition of the Properties, including but not limited to (i) allleases and other agreements with respect to the use and occupancy of theProperties, together with all amendments and modifications thereto and anyguaranties provided thereunder (individually, a “**Lease**”,and collectively, the “**Leases**”), (ii) contractsand agreements for the servicing, maintenance and/or operation of any Property(the “**Service Contracts**”), (iii) engineeringand environmental reports, (iv) development approval agreements, (v) permitsand approvals, which inspection shall be satisfactory to MCRLP in its sole andabsolute discretion, (vi) all Books and Records (as defined below), (vii) ExistingLoan Documents, including, without limitation, the Existing Loan Documents, (viii) tenantcorrespondence files and (ix) other documents and information relating tothe foregoing. MCRLP shall conduct any tests and studies in a manner which doesnot unreasonably impede the day-to-day operations of any Property, and shallrepair and restore any portion of the surface of any Property disturbed byMCRLP, its agents or contractors during the conduct of any tests and studies tosubstantially the same condition as existed prior to such disturbance. Suchright of inspection and the exercise of such right shall not constitute awaiver by MCRLP of the breach of any representation, warranty, covenant oragreement of any Contributor which might, or should, have been disclosed bysuch inspection. Each Contributor acknowledges that each of the Property LLLPsand Mack-Cali Realty Acquisition Corporation, a Delaware corporation andaffiliate of MCRLP, have entered into that certain Access Agreement dated as ofJuly 14, 2005 (the “**Access Agreement**”),with respect to MCRLP’s access to the Properties during the Inspection Periodand thereafter and certain other matters. In the event of any conflict orinconsistency between the provisions of Sections 5.1 or 5.2 and any provisionof the Access Agreement, the Access Agreement shall control.

 

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5.2.                              Duringand after the Inspection Period and pursuant to the Access Agreement, MCRLP,its agents and contractors, shall have access to the Properties subject to theterms of the Access Agreement and other information pertaining thereto in thepossession or within the control of any Contributor or any Property LLLP forthe purpose of performing such studies, tests, borings, investigations andinspections for the purposes described in this Article 5. Each GPContributor shall reasonably cooperate and shall cause each Property LLLP tocooperate with MCRLP in facilitating its due diligence inquiry and will deliverto MCRLP, promptly after request, true and complete copies of all test borings,Environmental Documents (as defined below), surveys, title materials andengineering and architectural data and the like relating to any Property thatare in any GP Contributor’s or any Property LLLP’s possession or under its/hiscontrol. In the event that any additional materials or information come withinany GP Contributor’s or any Property LLLP’s possession or control after thedate of this Agreement, such GP Contributor shall promptly submit or cause anyProperty LLLP to submit true and complete copies of the same to MCRLP. Each GPContributor shall notify MCRLP of any dangerous conditions on the Property ofwhich such GP Contributor has knowledge, including, without limitation,conditions which due to the nature of the borings, studies, investigations,inspections or testing to be performed by or on behalf of MCRLP may pose adangerous condition to MCRLP or MCRLP’s agents and contractors.

 

5.3.                              MCRLPmay terminate this Agreement for any reason or for no reason, by writtennotice to the Contributors’ counsel (as designated in Article 26 of thisAgreement) delivered on or prior to the expiration of the Inspection Period. Inthe event that MCRLP terminates this Agreement during the Inspection Period,this Agreement shall be null and void and the parties hereto shall be relievedof all further obligations hereunder except as otherwise provided herein. Inthe event MCRLP does not send notice by the end of the Inspection Periodwaiving its right to terminate this Agreement pursuant to this Section 5.3,MCRLP shall be deemed to have elected to terminate this Agreement. Upon suchtermination, the Refundable Deposit shall be returned to MCRLP.

 

5.4.                              EXCEPTAS PROVIDED IN THE EXPRESS REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTORSSET FORTH IN THIS AGREEMENT AND IN ANY CLOSING DOCUMENTS, INSTRUMENTS ORAFFIDAVITS TO BE DELIVERED AT CLOSING (COLLECTIVELY, THE “**EXPRESSREPRESENTATIONS**”), THE CONTRIBUTORS DO NOT, BY THE EXECUTION ANDDELIVERY OF THIS AGREEMENT, AND THE CONTRIBUTORS SHALL NOT, BY THE EXECUTIONAND DELIVERY OF ANY DOCUMENT OR INSTRUMENT EXECUTED AND DELIVERED IN CONNECTIONWITH CLOSING, MAKE ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OFANY KIND OR NATURE WHATSOEVER, WITH RESPECT TO THE PROPERTIES, AND ALL SUCHWARRANTIES ARE HEREBY DISCLAIMED.

 

5.5.                              NOTWITHSTANDINGANYTHING TO THE CONTRARY SET FORTH IN THIS AGREEMENT, BUT SUBJECT TO THEREPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE 7 (REPRESENTATIONS ANDWARRANTIES OF CONTRIBUTORS) AND COVENANTS OF THE CONTRIBUTORS SET FORTH IN ARTICLE 8(COVENANTS OF THE CONTRIBUTORS), AND SUBJECT TO ARTICLES 17 (CASUALTY LOSS) AND18 (CONDEMNATION), MCRLP SHALL ACCEPT THE

 

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PROPERTIES, INCLUDING WITHOUTLIMITATION THE ROOFS, ALL STRUCTURAL COMPONENTS, ALL HEATING, VENTILATING, AIRCONDITIONING, MECHANICAL, PLUMBING, AND ELECTRICAL SYSTEMS, FIRE AND LIFESAFETY AND ALL OTHER PARTS OF THE BUILDINGS CONSTITUTING A PORTION OF THEPROPERTIES IN THEIR “AS IS” “WHERE IS” CONDITION ON THE CLOSING DATE, “WITH ALLFAULTS” AND “SUBJECT TO ALL DEFECTS.” MCRLP HEREBY ACKNOWLEDGES, REPRESENTS AND WARRANTS THAT IT IS NOT IN ADISPARATE BARGAINING POSITION WITH RESPECT TO THE CONTRIBUTORS IN CONNECTIONWITH THE TRANSACTION CONTEMPLATED HEREBY, THAT MCRLP FREELY AND FAIRLY AGREEDTO THE WAIVERS AND CONDITIONS OF THIS SECTION 5.5 AS PART OF THENEGOTIATIONS OF THIS AGREEMENT, AND MCRLP HAS BEEN REPRESENTED BY COMPETENTLEGAL COUNSEL IN CONNECTION HEREWITH AND HAS CONFERRED WITH SUCH LEGAL COUNSELCONCERNING THE WAIVERS AND OTHER CONDITIONS OF THIS SECTION 5.5.

 

5.6.                              Notwithstandingthe expiration of the Inspection Period, MCRLP shall continue to have therights to conduct further investigations of the Properties as set forth in thisArticle 5.

 

**6.****                                      TITLE;MATTERS TO WHICH THIS EXCHANGE IS SUBJECT.**

 

6.1.                              TheProperties at Closing shall be subject to the following (collectively, the “**Permitted Encumbrances**”):

 

### (a)                                  Theliens of real estate Taxes (as hereinafter defined), personal property Taxes,water charges, and sewer charges provided same are not due and payable, butsubject to adjustment as provided herein;

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### (b)                                 Therights of those parties listed on **Schedule 7.1(b) **occupyingspace at any of the Properties or tenants under leases entered into after thedate hereof in accordance with the terms hereof (collectively, “**Tenants**”), as tenants only;

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### (c)                                  Anyand all laws, statutes, ordinances, codes, rules, regulations, requirements, orexecutive mandates affecting the Properties including, without limitation,those related to zoning and land use, as of the date hereof;

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### (d)                                 TheService Contracts, except those Service Contracts which MCRLP elects not toassume in accordance with Section 8.1(h);

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### (e)                                  Anyinstallment not yet due and payable of assessments imposed after the datehereof and affecting the Properties (or any portion thereof);

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### (f)                                    Thelien of the mortgages on those Properties encumbered by Existing Loan Documentsas of the date hereof in respect of Assumed Debt (but subject to the terms andconditions of this Agreement); and

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### (g)                                 Anymatters not objected to, approved or deemed approved by MCRLP pursuant to Section 6.2below.

 

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6.2.                              (a)                                  MCRLPhas, prior to the date hereof, directed Lawyers Title Insurance Corporation (“**Lawyers Title**”) to prepare title insurance searches andcommitments for owner’s title insurance policies for each of the Properties(the “**Title Commitments**”). MCRLP shall directLawyers Title, or such other or additional title insurance companies as may beselected by MCRLP (collectively, the “**Title Company**”),to deliver to the Contributors’ counsel (as designated in Article 26 ofthis Agreement) copies of the Title Commitments and the documents describingthe title exceptions shown on the Title Commitments (collectively, the “**Title Documents**”) which are to be delivered to MCRLP and itscounsel.

 

### (b)                                 MCRLPhas, prior to the date hereof, advised Contributors’ counsel (as designated in Article 26of this Agreement) in writing (“**MCRLP’s TitleObjection Letter**”) of certain defects, objections or exceptions inthe title to the Properties that appear in the Title Commitments (other thanthe Permitted Encumbrances) which MCRLP is not required to accept under theterms of this Agreement and to which MCRLP objects. The GP Contributors may, attheir election (but shall have no obligation to), undertake to eliminate orcause to be eliminated such unacceptable defects, objections or exceptions,except that the GP Contributors shall be obligated to remove (i) judgmentsagainst the Contributors or the Property LLLPs, (ii) mortgages or otherliens which can be satisfied by payment of a liquidated amount other than theAssumed Debt, (iii) payments to the mortgagees which are currentlyrequired pursuant to existing loan documents in order to cause the mortgageesto consent to MCRLP taking subject to the mortgages. Except as provided in thepreceding sentence or below, the Contributors shall have no obligation to incurany expense in connection with curing such defects, objections or exceptions. Subjectto the terms of this Section 6.2(b) and the GP Contributors’ right toadjourn the Closing as set forth below, the GP Contributors agree to respond toMCRLP’s Title Objection Letter (“**Contributors’Title Response**”) within three (3) days of the Execution Dateindicating whether they intend to undertake to eliminate or cause to beeliminated any objections, and, unless the GP Contributors elect to adjourn theClosing, as set forth below, MCRLP agrees to respond to Contributors’ TitleResponse prior to the expiration of the Inspection Period. The GP Contributors,in their discretion, may adjourn the Closing for up to sixty (60) days inthe aggregate in order to eliminate unacceptable defects, objections orexceptions. Other than the items described in (i) through (iii) above,which the GP Contributors agree to cure or cause to be cured at their sole costand expense without regard to the cost thereof, if, after complying with theforegoing requirements, the GP Contributors are unable to eliminate or cause tobe eliminated all unacceptable defects, objections or exceptions in accordancewith the terms of this Agreement on or before such adjourned date for theClosing, MCRLP shall elect either (w) to terminate this Agreement by noticegiven to the Contributors’ counsel (as designated in Article 26 of thisAgreement) in which event the provisions of Section 25.2 shall apply, or(x) to accept title subject to such unacceptable defects, objections orexceptions and receive no credit against or reduction of the consideration tobe given hereunder for any Property. Each GP Contributor agrees and covenantsthat it shall not voluntarily place or consent or permit any encumbrances orrestrictions to title to any of the Properties from and after the date hereof,and if any encumbrance or restrictions are placed of record by any Contributoror Property LLLP against any of the Properties, the GP Contributors shall beobligated to remove them at or prior to Closing.

###  

6.3.                              Itshall be a condition to Closing that the Title Company be prepared to insure,title to each Property conveyed through the contribution of the ExchangeProperty, in the amount

 

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of the Allocated Property Valuethereof (at a standard rate for such insurance) in the name of MCRLP or itsdesignees, after delivery of the deeds or assignments of the ContributedInterests, by a standard 1992 ALTA Owners Policy, with such ALTA endorsements(including without limitation a comprehensive owner’s endorsement and a non-imputationendorsement, where available, for each Property) as are available in eachapplicable state where the Properties are located and as required by MCRLPattached, free and clear of all liens, encumbrances and other matters, otherthan the Permitted Encumbrances (the “**Title Policy**”).The Title Company shall provide affirmative insurance that any: (i) PermittedEncumbrances have not been violated, and that any future violation thereof willnot result in a forfeiture or reversion of title; and (ii) the exceptionsfor Taxes shall apply only to the Taxes not yet due and payable. EachContributor shall provide or cause to be provided such affidavits andundertakings as the Title Company insuring title to the Properties may reasonablyrequire. The words “insurable title” and “insurable” as used in this Agreementare hereby defined to mean title which is insurable at standard rates (withoutspecial premium) by the Title Company without exception other than thePermitted Encumbrances, and standard printed policy exceptions.

 

6.4.                              Anyunpaid Taxes, water charges, sewer rents and assessments, together with theinterest and penalties thereon to the Closing Date (in each case subject to anyapplicable apportionment), and any mortgages or other liens created by orpermitted by any Contributor, which such Contributor is obligated to pay anddischarge pursuant to the terms of this Agreement, together with the cost ofrecording or filing of any instruments necessary to discharge such liens andsuch judgments, shall be paid at the Closing by such Contributor. TheContributors shall deliver to MCRLP, on the Closing Date, instruments inrecordable form sufficient to discharge any such mortgages or other liensthat are required to be paid and discharged pursuant to the terms of thisAgreement.

 

6.5.                              Ifthe Title Commitments disclose judgments, bankruptcies or other returns againstother persons having names the same as or similar to that of any Contributor orany Property LLLP, such Contributor, on request by MCRLP, shall deliver to theTitle Company affidavits showing that such judgments, bankruptcies or otherreturns are not against any Contributors, any Property LLLP or any affiliates.Upon request by MCRLP, each Contributor shall deliver any affidavits anddocumentary evidence as are reasonably required by the Title Company toeliminate the standard or general exceptions on the ALTA form Owner’sPolicy. Each Contributor further agrees to deliver to the Title Companynon-imputation indemnities or affidavits in the form attached hereto as **Exhibit N** necessary for theTitle Company to issue a non-imputation endorsement for each Property, whereavailable.

 

6.6.                              Itis recognized and acknowledged that the portion of the Property known asCapital Office Park Buildings 5 and 6 and the Option Property described asParcel I-1 are burdened and benefited by the terms of that certain Declarationof Easements dated January 7, 1986 and recorded among the Land Records ofPrince George’s County, Maryland in Liber 6277 at Folio 240 (the “**Declaration**”). Notwithstanding anything contained herein tothe contrary, Fourteenth LLLP, as declarant under the Declaration, shall beauthorized prior to Closing hereunder, to record a modification to theDeclaration in order to recognize and confirm that (i) the propertysubject to the Declaration, formerly known as Parcel F, has been furthersubdivided into Parcels H, I-1 and I-2, (ii) Capital Office Park Buildings5 and 6 have been constructed on Parcels H and I-2, respectively, (iii) nothingin the Declaration shall be

 

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interpreted as precluding theowner of Parcel I-1 from developing an office building on Parcel I-1, and (iv) ParcelsH, I-1 and I-2 shall continue to be benefited and burdened by the variouseasements and rights-of-way provided under the Declaration. The form ofany such modification shall be submitted to MCRLP for review and approval notless than fifteen (15) days prior to the Closing and MCRLP’s approval shall notbe arbitrarily withheld, delayed or conditioned.

 

**7.****                                      REPRESENTATIONSAND WARRANTIES OF THE GP CONTRIBUTORS AND THE PROPERTY LLLPs.**

 

7.1.                              Inorder to induce MCRLP to perform as required hereunder, as of the datehereof and as of the Closing Date, each Property LLLP hereby warrants andrepresents, jointly and severally, all of the matters set forth in this Section 7.1.Without limiting the foregoing, in order to further induce MCRLP to perform asrequired hereunder, each GP Contributor agrees to, and shall, be liable for anybreach of any of the warranties and representations set forth in this Section 7.1,subject in all respects to the limitations on (i) survival set forth in Section 7.4hereof, (ii) knowledge set forth in Section 7.8 hereof, (iii) liabilityset forth in Sections 25.3(b) hereof and (iv) security for any breachset forth in Section 25.4 hereof. Anything contained herein to thecontrary notwithstanding, the GP Contributors shall have no personal liabilityfor any breach of any representation or warranty under this Section 7.1and MCRLP’s sole remedy with respect to such breaches shall be to recover Unitsfrom the Escrow Pool pursuant to Section 25.4 hereof.

 

### (a)                                  Thereare no actions, suits, labor disputes, litigation or proceedings currentlypending or, to the knowledge of any Property LLLP in which such GP Contributoris a partner, threatened in writing against or related to such Property LLLPwith respect to the Property, the environmental condition thereof, or theoperation thereof, except as set forth on **Schedule 7.1(a) **annexedhereto.

###  

### (b)                                 Annexedhereto as **Schedule 7.1(b) **isa true, complete and correct schedule of all of the Leases to which theProperties are subject. The Leases are valid and bona fide obligations of thelandlord thereunder and are in full force and effect. To the knowledge of eachProperty LLLP, no defaults remain uncured pursuant to notices of default sentto any Tenants and no condition exists which, solely with the passage of timeor the giving of written notice or both, will become a default. Except asdisclosed in writing to MCRLP, no Property LLLP has received any writtennotices of default by the applicable Tenant under any Lease which remainuncured or which were cured within the last two (2) years. The Leasesconstitute all of the Leases, tenancies or occupancies or rights to use andoccupancy affecting any Property on the date hereof (except as a result of anysubleases of portions of any Property), except as set forth on the Rent Roll,all Tenants have commenced occupancy and there are no other rights with respectto the use or occupancy of the Properties (except as a result of any subleasesof portions of any Property). Except as expressly set forth in the Leases, noTenant is entitled to now or in the future any concession, rebate, offset,allowance or free rent for any period nor has any such claim been asserted byany Tenant.

###  

### (c)                                  Annexedhereto as **Schedule 7.1(c) **isa listing (the “**Rent Roll**”) of thefollowing, as of the date hereof and as of the Closing Date, which is true,complete and correct in all material respects for the Property and which lists,among other things, the amount deposited or

 

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### posted as aletter of credit (the **“Security Deposit”**)under any Lease in the nature of security for the performance of theobligations of the Tenant or user, if any.

###  

### (d)                                 Allundisputed bills and claims for labor performed and materials furnished to orfor the account of the applicable owner of any Property arising prior to theClosing Date will be paid in full by such owner within customary time periodsbut not later than the Closing Date. To the extent any bills and claims forlabor performed and materials furnished to or for the account of the applicableowner of any Property prior to the Closing Date are disputed, the applicableProperty LLLP shall commence any actions related to such bills and claimspromptly, such commencement being no later than forty-five (45) days from thereceipt of an invoice by the applicable Property LLLP, and shall diligentlyprosecute same to its conclusion. If such action results in (i) a lien onany Property which lien remains unbonded for thirty (30) days, or (ii) anyvendor providing unique services or services at below market price refusing toservice any Property, the Property LLLP shall cause payment of same to be madeto remedy same within ten (10) days thereafter. To the knowledge of suchProperty LLLP, the landlord under any Lease with respect thereto has performedall of the obligations and observed all of the covenants required of thelandlord under the Leases. All work, alterations, improvements or installationsrequired to be made for or on behalf of all Tenants under the Leases have inall respects been carried out, performed and completed and there is noagreement with any Tenant for the performance of any work to be done in thefuture, except as provided in any Lease.

###  

### (e)                                  NoProperty LLLP has received any written notice and has no knowledge of (i) anypending, threatened or contemplated annexation or condemnation proceedings, orprivate purchase in lieu thereof, affecting or which may affect anyProperty, or any part thereof, (ii) any proposed or pendingproceeding to change or redefine the zoning classification of all or any part ofany Property, (iii) any proposed or pending special assessments affectingany Property or any portion thereof, (iv) any penalties or interest duewith respect to real estate taxes assessed against any Property and (v) anyproposed change(s) in any road or grades with respect to the roads providing ameans of ingress and egress to any Property.

###  

### (f)                                    NoProperty LLLP has received any written notice and has no knowledge of any suitsor judgments relating to any violations (including, without limitation,Environmental Laws (as defined herein)) of any laws, ordinances or regulationsaffecting any Property, or any violations or conditions that may give risethereto, from any agency, board, bureau, commission, department or body of anymunicipal, country, state or federal governmental unit, or any subdivisionthereof, having, asserting or acquiring jurisdiction over all or any part ofany Property or the management, operation, use or improvement thereof(collectively, the “**Governmental Authorities**”),and there are no outstanding orders, judgments, injunctions, decrees or writ ofany Governmental Authorities against or involving the Contributors in respectof any Property.

###  

### (g)                                 NoProperty LLLP has received any written notice of outstanding requirements orrecommendations by the holder of any mortgage encumbering any of any Property,which require or recommend any repairs or work to be done on any Property of amaterial nature.

###  

### (h)                                 Thereare no Service Contracts, union contracts, employment agreements or otheragreements affecting any Property or the operation thereof, except the ServiceContracts. True,

 

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### accurate andcomplete copies of all the Service Contracts have been made available forreview and are listed on **Schedule 7.1(h) **annexedhereto. All sums presently due and payable by the Property LLLPs under theService Contracts which are due as of the Closing Date shall be fully paid onthe Closing Date.

###  

### (i)                                     NoProperty LLLP has received any written notice that any of the permits andlicenses required in connection with the operation of the Properties aresubject to, or in jeopardy of, revocation or non-renewal.

###  

### (j)                                     Thereare no employees working at or in connection with any Property, except as setforth on **Schedule 7.1(j)**. Thereare no union agreements affecting any Property as of the date hereof, nor shallany such agreements affect any Property as of the Closing Date.

###  

### (k)                                  Annexedhereto as **Schedule 7.1(k)**,is a true, accurate and complete schedule of all leasing commission obligationsaffecting any Property. The respective obligations of the Property LLLPs, theGP Contributors and MCRLP with respect to said commissions are set forth in Article 9.

###  

### (l)                                     Allpersonal property, fixtures, equipment, inventory and fixtures (“**Personal Property**”) owned by any PropertyLLLP and located on or at any Property, and used in connection with theoperation of any Property is now owned and will on the Closing Date be owned bysuch Property LLLP free and clear of any conditional bills of sale, chattelmortgages, security agreements or financing statements or other securityinterests of any kind, except the lien of the Existing Loan Documents.

###  

### (m)                               Tothe knowledge of the Property LLLPs, all pre-existing aboveground andunderground storage tanks and vessels, if any, at any Property have beenremoved and their contents disposed of in accordance with and pursuant to allapplicable Environmental Laws or their continued use and operation is inaccordance with all applicable Environmental Laws.

###  

### (n)                                 NoProperty LLLP has knowingly permitted, and shall not knowingly permit anyperson or entity to engage in any activity on the Property, in violation ofEnvironmental Laws. The Property LLLPs have provided MCRLP with allenvironmental site assessments, investigations, and documents related toContaminants and to prior operations set forth on **Schedule 7.1(n)** attached hereto.

###  

#### (i)                                     “**Environmental Laws**” means each and everyapplicable federal, state, county, or municipal statute, ordinance, rule,regulation, order, code, directive or requirement of any Governmental Authorityin any way related to Contaminants.

####  

#### (ii)                                  “**Contaminants**” shall include, withoutlimitation, any regulated substance, toxic substance, hazardous substance,hazardous waste, pollution, pollutant or contaminant, as defined or referred toin the Resource Conservation and Recovery Act, as amended, 42 U.S.C. §6901 etseq.; the Comprehensive Environmental Response Compensation andLiability Act, as amended, 42 U.S.C. §9601 etseq.; (“**CERCLA**”); the Federal Water PollutionControl Act, as amended, 33 U.S.C. §1251 etseq.; together withany amendments thereto, regulations promulgated thereunder and allsubstitutions thereof, as well as words of similar purport or meaning referredto in any other applicable

 

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#### federal, state, county ormunicipal environmental statute, ordinance, rule or regulation, including,without limitation, asbestos, polychlorinated biphenyls, urea formaldehyde andpetroleum products and petroleum-based derivatives.

####  

#### (iii)                               “**Discharge**” shall mean the releasing,spilling, leaking, leaching, disposing, pumping, pouring, emitting, emptying,treating or dumping of Contaminants at, into, onto or from the Properties, asthe case may be, regardless of whether the result of an intentional orunintentional action or omission.

####  

#### (iv)                              “**Environmental Documents**” shall mean allenvironmental documentation in the possession or under the control of the GPContributors or the Property LLLPs concerning the Properties, as the case may be,or their environs, including, without limitation, all sampling plans, cleanupplans, preliminary assessment plans and reports, remedial action plans andreports, or the equivalent, sampling results, sampling result reports, data, diagrams,charts, maps, analysis, conclusions, quality assurance/quality controldocumentation, correspondence to or from any Governmental Authority,submissions to any Governmental Authority and directives, orders, approvals anddisapprovals from any Governmental Authority.

####  

#### (v)                                 “**Environmental Laws**” means each and everyapplicable federal, state, county or municipal statute, ordinance, rule,regulation, order, code, directive or requirement of any Governmental Authorityin any way related to Contaminants.

####  

### (o)                                 Thecurrent principal balance outstanding under the Assumed Debt as of the datehereof, is SIXTY-THREE MILLION SEVENHUNDRED EIGHTY-ONE THOUSAND EIGHT HUNDRED TWENTY-FOUR DOLLARS($63,781,824). All monetary payments due and payable under the Existing LoanDocuments on or before the date hereof by the Property LLLPs (or any successorentity) have been paid and no written notice has been received by any of theProperty LLLPs and none of the Property LLLPs have any knowledge of anymonetary or non-monetary defaults on the part of any party to the ExistingLoan Documents as of the date hereof and no condition exists which with thegiving of notice or the passage of time, or both, would constitute a defaultunder the Existing Loan Documents. Except for any documents being entered intoby MCRLP, the Existing Loan Documents constitute all of the documentsevidencing, securing or otherwise dealing with the Assumed Debt.

###  

### (p)                                 Nonotice has been received from the General Services Administration to the effectthat they have vacated or intend to vacate the first (1st) floor ofthe office building located at 9200 Edmonston Road. The Property LLLPs have notreceived any written notices from any of the Tenants at any of the Propertiesexercising a right of early termination of the term of such Tenant’s Lease.

###  

### (q)                                 Annexedhereto as **Schedule 7.1(q)**is a true and complete list of all Property LLLP’s collective bargainingagreements, employment and consulting agreements, non-competition agreements,executive compensation plans, bonus plans, directors’ fee arrangements,deferred compensation agreements, employee pension plans or retirement plans,employee profit sharing plans, 401(k) savings plans, multiemployer plans,employee stock purchase and stock option plans, employee welfare plans,severance plans, group life insurance, hospitalization

 

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### insurance orother similar plans or arrangements (either written or oral, but only to theextent an oral plan provides material benefits) providing for benefits to anyemployees of the Property LLLPs who are offered employment with Mack-Cali as ofthe Closing Date and who accept the offer (**“NewEmployees”**) or with respect to which a New Employee is a party.

###  

### (r)                                    TheProperty LLLPs have complied and currently are in compliance in all materialrespects, both as to form and operation, with the applicable provisions ofthe Employee Retirement Income Security Act of 1974, as amended (**“ERISA”**), and the Internal Revenue Code of1986, as amended (the **“Code”**),with respect to the 401(k) Savings Plan (the **“Contributor401(k) Plan”**). With respect to the Contributor 401(k) Plan, theProperty LLLPs have supplied MCRLP with the most recent determination letterissued by the Internal Revenue Service. With respect to collective bargainingagreements which cover New Employees, the Property LLLPs have supplied MCRLPwith a true and complete copy of each collective bargaining agreement currentlyin effect including all amendments thereto.

###  

7.2.                              Inorder to induce MCRLP to perform as required hereunder, as of the datehereof and as of the Closing Date, each GP Contributor and each Property LLLPhereby warrants and represents, jointly and severally, the following (it beingrecognized and agreed, however, that the following representations shall be ofno force or effect in the event the transaction contemplated hereby isstructured as a transfer of all of the Properties by Deed in accordance with Section 1.2hereof):

 

### (a)                                  TheGP Contributor and any Property LLLP (including any predecessor entity thereto)in which such GP Contributor is a partner have paid all Taxes (as definedbelow) due and payable prior to Closing and timely filed all returns andreports required to be filed prior to Closing with respect to the operation andownership of the Properties and for which MCRLP or such Property LLLP(including any predecessor entity thereto) could be subject to a material Taxliability or with respect to which a material claim in respect for Taxes couldbe made against the Properties. Each such Tax return or report is complete andaccurate in all material respects. Each GP Contributor and the Property LLLP(including any predecessor entity thereto) in which such GP Contributor is apartner has paid or will pay, or has provided or will provide for a cashreserve, for all Taxes due with respect to any Property or Property LLLPrelated to any period ending on the Closing Date but that are required to bepaid after the Closing Date with respect to the ownership and operation of theProperties and for which MCRLP or any Property LLLP (including any predecessorentity thereto) could be subject to a material Tax liability or with respect towhich a material claim in respect for Taxes could be made against theProperties. True and complete copies of all federal, state and local Taxreturns that have been filed by the Property LLLPs for 2001, 2002, 2003 and2004 and all written communication with any taxing authority relating theretohave or will be made available to MCRLP during the Inspection Period. To theknowledge of each GP Contributor, no claim has been made by a taxing authorityin a jurisdiction in which any Property LLLP (including any predecessor entitythereto) in which such GP Contributor is a partner has not filed Tax returns. Exceptas set forth in **Schedule 7.2(a)**,there are no audits or other proceedings by any taxing authority pending or, tothe knowledge of such GP Contributor, threatened with respect to the Taxesresulting from the ownership and operation of the Properties for which MCRLP orany Property LLLP (including any predecessor entity thereto) could be subjectto a material Tax liability or with respect to which a material claim inrespect for Taxes could be made against the Properties and no

 

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### agreementextending the period for assessment and collection has been executed withrespect thereto. To the knowledge of each GP Contributor, no assessment ofTaxes is proposed against the Property LLLPs (including any predecessor entitythereto). There are no agreements or waivers extending the statute oflimitations applicable to any Tax return or report filed or required to befiled by the GP Contributors or any Property LLLP (including any predecessorentity thereto) in which such GP Contributor is a partner with respect to anyTaxes. Neither the GP Contributor nor any Property LLLP (including anypredecessor entity thereto) in which such GP Contributor is a partner is aparty to or has any liability under, any Tax indemnification, Tax allocation orTax sharing agreement.

###  

### (b)                                 Annexedhereto as **Schedule 7.2(b) **isa listing of the following, which, to the GP Contributor’s actual knowledge, istrue, complete and correct in all material respects for the assets that compriseeach Property:  (i) the adjustedbasis to the Property LLLP owning such Property for federal income tax purposesas of October 27, 2005; (ii) the date placed in service by theProperty LLLP owning such property; (iii) the cost recovery method used bythe Property LLLP owning such Property; and (iv) the remaining useful lifefor federal income tax purposes to the Property LLLP owning such Property.

###  

### (c)                                  Tothe GP Contributor’s actual knowledge, the financial statements, including theincome and expense statements and the balance sheets of each Property LLLP(including any predecessor entity thereto) excluding only those assets,liabilities and operations not contemplated to be contributed pursuant to thisAgreement, relating to the ownership and operation of the Property and therelated audited, combined statement of income, partners’ capital and cashflows, including the footnotes thereto (copies of which are attached hereto as **Exhibit T**) (the “**Property Financials**”) as of and for theyears ending December, 31, 2002, 2003 and 2004 which have been audited (or, inthe case of Tenth LLLP, reviewed) by Hariton, Mancuso & Jones, P.C.****and for the period of January 1, 2005through June 30, 2005 (or the most recent fiscal quarter ending date iflater), and reviewed by such accountants, fairly present the combined financialposition of the Property LLLPs, or any predecessor entities thereto, relatingto the Property in all material respects as of such dates and the combinedresults of operations and combined cash flows of the Property LLLPs, or anypredecessor entities thereto, relating to the ownership and operation of theProperty for such respective periods, in each case in accordance with generallyaccepted accounting practices for the operation of commercial real estateconsistently applied for the periods covered thereby. The Property Financialsfrom January 1, 2005 through June 30, 2005 (or the most recent fiscalquarter ending date if later) are subject to the normal year-end adjustments. Therehas been no material adverse change in the financial condition of any Propertybetween June 30, 2005 and the date hereof and the same shall be true andcorrect as of the Closing Date.

###  

### (d)                                 TheGP Contributors have delivered or made available or caused to be delivered or madeavailable to MCRLP true, complete and correct copies of the operativeorganizational documents of each of Property LLLP and any successororganization to such Property LLLP (collectively, the “**Seller Organizational Documents**”). TheSeller Organizational Documents, as applicable, constitute all of the materialdocuments, agreements and instruments with respect to the governance,management and organization of each of the Property LLLPs and any successororganization to such Property LLLP. Except as shall be required to effect theConversion, the Seller Organizational Documents shall not have been amended,modified,

 

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### supplemented,terminated or otherwise changed in any manner as of the Closing Date. None ofthe Property LLLPs owns, or any successor organization to such Property LLLPshall own, directly or indirectly, any property or assets, other than theProperties owned by such entity or any equity or voting interest in, orotherwise control, any person or entity, except as may be expressly shownon the Property Financials.

###  

### (e)                                  TheContributors comprise all of the partners of the Property LLLPs or owners ofany successor organization to the Property LLLPs formed as a result of theConversion. There are no other partners of the Property LLLPs or owners of anysuccessor organizations the Property LLLPs formed as a result of theConversion.

###  

### (f)                                    Exceptas set forth in the Property Financials, or except for accounts payable totrade creditors in the ordinary course of business, none of the Property LLLPs,or any predecessor entities thereto, has any liabilities of any naturewhatsoever, known or unknown, choate or inchoate, liquidated or unliquidated,secured or unsecured, fixed or unfixed or contingent, including, withoutlimitation, any claim that is initiated after the Closing Date, but which claimis based upon an event that occurred prior to the Closing Date and liabilitiesevidenced by bonds, debentures, notes guarantees or similar instruments (“**Undisclosed Liabilities**”), with respect toany Property, Property LLLP, or any predecessor entity thereto and,notwithstanding anything to the contrary contained herein, the GP Contributorsagree to, and hereby do, indemnify and hold harmless MCRLP from and against anysuch Undisclosed Liabilities arising at any time from and after the Closing.

###  

7.3.                              Inorder to induce MCRLP to perform as required hereunder, as of the datehereof and as of the Closing Date, each GP Contributor represents and warrantsto MCRLP, severally as to itself and not jointly, as follows (it beingrecognized and agreed, however, that the following representations shall be ofno force or effect in the event the transaction contemplated hereby isstructured as a transfer of all of the Properties by Deed in accordance with Section 1.2hereof):

 

### (a)                                  Ifsuch GP Contributor is an individual, such GP Contributor has all requisitepower and authority to execute and deliver this Agreement and all otherdocuments and instruments to be executed and delivered by him hereunder, and toperform all obligations hereunder and under such other documents andinstruments in order to contribute his or her respective Property OwnerInterest or cause the contribution of the Properties, as the case may be,in accordance with the terms and conditions hereof.

###  

### (b)                                 Ifsuch GP Contributor is an entity, such GP Contributor is a duly organized andvalidly existing organization and in good standing organized under the laws ofits state of formation, has all requisite power and authority to execute anddeliver this Agreement and all other documents and instruments to be executedand delivered by it hereunder, and to perform its obligations hereunderand under such other documents and instruments in order to contribute theExchange Property in accordance with the terms and conditions hereof. Allnecessary actions of owners of such GP Contributor to confer such power andauthority upon the persons executing this Agreement and all documents which arecontemplated by this Agreement on its behalf have been duly taken.

 

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### (c)                                  ThisAgreement, when duly executed and delivered, will be the legal, valid andbinding obligation of such GP Contributor, enforceable in accordance with theterms of this Agreement. The performance by such GP Contributor of its/hisduties and obligations under this Agreement and the documents and instrumentsto be executed and delivered by it/him hereunder will not conflict with, orresult in a breach of, or default under, any provision of any of theorganizational documents of such GP Contributor, if applicable, or anyagreements, instruments, decrees, judgments, injunctions, orders, writs, laws, rules orregulations, or any determination or award of any court or arbitrator, to whichsuch GP Contributor is a party or by which its/his assets are or may bebound. Such GP Contributor has good andmarketable title to, is the exclusive legal and equitable owner of, and has theunrestricted power and right to contribute, assign and deliver the TransferredInterest free and clear of all encumbrances of any kind or nature other thanliens for Taxes that are not yet due and payable. No consent or approvalof any person, entity or Governmental Authority or agency is required withrespect to the execution and delivery of this Agreement by such Contributor orthe consummation by such Contributor of the transaction contemplated hereby orthe performance by such Contributor of its/his obligations hereunder. Forpurposes of this Agreement, “**GovernmentalAuthority**” shall mean the federal, state, county or municipalgovernment, or any department, agency, bureau or other similar type bodyobtaining authority therefrom, or created pursuant to any law.

###  

### (d)                                 EachGP Contributor owns its respective interest in the Property LLLP and suchinterest will, as of Closing, be owned by such Contributor free and clear ofall liens, encumbrances, claims and rights of others, except for liens forTaxes not yet due and payable. None of the Contributors who has or has had anownership interest in a Property LLLP has heretofore assigned or encumbered anyof its interests in such Property LLLP.

###  

### (e)                                  Noneof the Contributors nor any of its or their affiliates, nor any of theirrespective partners, or to each Contributor’s knowledge, any of their members,shareholders or other equity owners, and none of their respective employees,officers, directors, representatives or agents, is a person or entity with whomU.S. persons or entities are restricted from doing business under regulationsof the Office of Foreign Asset Control (“**OFAC**”)of the Department of the Treasury (including, without limitation, those namedon OFAC’s Specially Designated and Blocked Persons List) or under any statute,executive order (including the September 24, 2001, Executive OrderBlocking Property and Prohibiting Transactions with Persons Who Commit,Threaten to Commit, or Support Terrorism), or other governmental action.

###  

### (f)                                    EachGP Contributor hereby acknowledges its understanding that the issuance of theContributor Units is intended to be exempt from registration under theSecurities Act of 1933, as amended, and the rules and regulations ineffect thereunder (the “**Securities Act**”).

###  

### (g)                                 Infurtherance thereof, and in order to induce MCRLP to issue the ContributorUnits to each GP Contributor hereunder, each GP Contributor represents andwarrants to MCRLP, severally as to itself and not jointly, as follows:

###  

#### (i)                                     SuchGP Contributor is acquiring the Contributor Units solely for its/his own accountfor the purpose of investment and not as a nominee or agent for any otherperson and not with a view to, or for offer or sale in connection with, anydistribution of any thereof. Such GP Contributor agrees and acknowledges thatit/he is

 

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#### not permitted to offer,transfer, sell, assign, pledge, hypothecate or otherwise dispose of (“**Transfer**”) any of the GP Contributor Unitsexcept as provided in this Agreement and the OP Agreement.

####  

#### (ii)                                  SuchGP Contributor is knowledgeable, sophisticated and experienced in business andfinancial matters. Such Contributor fully understands the limitations ontransfer described in this Agreement and the OP Agreement. Such GP Contributoris able to bear the economic risk of holding the Contributor Units for anindefinite period and is able to afford the complete loss of its/his investmentin the Contributor Units. Such GP Contributor has received and reviewed the OPAgreement and had the opportunity to review the documents filed by the Companysince its inception and MCRLP since 1998 under the Securities Exchange Act of1934, as amended (the “**Exchange Act**”),and all registration statements and related prospectuses and supplements filedby the Company and declared effective under the Securities Act (collectively,and in each case including all exhibits and schedules thereto and documentsincorporated by reference therein, the “**SECDocuments**”) and has been given the opportunity to obtain anyadditional information or documents and to ask questions and receive answersabout such documents, as well as the Company and MCRLP and the business andprospects of the Company and MCRLP which such GP Contributor deems necessary toevaluate the merits and risks related to its/his investment in the ContributorUnits.

####  

#### (iii)                               SuchGP Contributor acknowledges that it/he has been advised that (i) theContributor Units must be held indefinitely, and such Contributor will continueto bear the economic risk of the investment in the Contributor Units, unlessthe Contributor Units are redeemed pursuant to the OP Agreement or aresubsequently Transferred or registered under the Securities Act or an exemptionfrom such registration is available, (ii) it is not anticipated that therewill be any public market for the Contributor Units at anytime, (iii) Rule 144promulgated under the Securities Act may not be available with respect tothe sale of any securities of MCRLP (and that upon redemption of theContributor Units in MCRLP for shares of Common Stock a new holding periodunder Rule 144 may commence), and MCRLP has made no covenant, andmakes no covenant, to make Rule 144 available with respect to the sale ofany securities of MCRLP, (iv) a restrictive legend as set forth in Section 7.5below shall be placed on the certificates representing the Contributor Units,and (v) a notation shall be made in the appropriate records of MCRLPindicating that the Contributor Units are subject to restrictions on transfer.

####  

#### (iv)                              SuchGP Contributor also acknowledges that:  (i) theredemption of Contributor Units for, at the option of MCRLP acting through theCompany, shares of Common Stock is subject to certain restrictions contained inthe OP Agreement; and (ii) the shares of said Common Stock which may bereceived upon such a redemption may, under certain circumstances, be restrictedsecurities and be subject to limitations as to transfer, and therefore subjectto the risks referred to in subsection (c) above. Notwithstandinganything herein or in the OP Agreement to the contrary, Contributor herebyacknowledges and agrees that it/he may not exercise the Redemption Rights(as

 

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#### defined in the OP Agreement)until after the date which is one year from the Closing Date.

####  

#### (v)                                 SuchGP Contributor is an “accredited investor” (as such term is defined in Rule 501(a) ofRegulation D under the Securities Act).

####  

7.4.                              Exceptas otherwise specifically stated in this Agreement, the representations,warranties and agreements set forth in this Agreement or in any document,agreement or estoppel delivered pursuant to this Agreement shall survive theClosing Date for a period of twelve (12) months and thereafter shall be deemedto be extinguished unless written notice of a breach of any suchrepresentation, warranty or agreement is delivered to the other party withinsuch twelve (12) month period. If any such notice is delivered, therepresentation, warranty or agreement upon which such claim or breach is basedshall survive for the applicable period of the statute of limitations. Notwithstandingthe foregoing, (i) the representations, warranties and agreements setforth in Section 7.2 hereof shall survive the Closing Date until the laterof (x) two (2) years after the Closing Date, or (y) March 31, 2008, (ii) theagreements set forth in Section 9.1 shall survive the Closing Date for aperiod of three (3) years thereafter, and (iii) the representations,warranties and agreements set forth in Sections 7.3, 11.1 and 13.2 shallsurvive for the applicable period of the statute of limitations.

 

7.5.                              TheContributors hereby acknowledge that each Certificate representing theContributor Units shall bear the following legend:

 

“THE UNITS REPRESENTED BYTHIS CERTIFICATE OR INSTRUMENT MAY NOT BE TRANSFERRED, SOLD, ASSIGNED,PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE,ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THEPROVISIONS OF THE SECOND AMENDED AND RESTATED PARTNERSHIP AGREEMENT DATED AS OFDECEMBER 11, 1997 (A COPY OF WHICH IS ON FILE WITH THE OPERATINGPARTNERSHIP), AS AMENDED, AND THAT CERTAIN CONTRIBUTION AND EXCHANGE AGREEMENTBY AND BETWEEN THE PERSONS IDENTIFIED THEREIN AS CONTRIBUTORS AND THE OPERATINGPARTNERSHIP MADE                            ,2005 (A COPY OF WHICH IS ON FILE WITH THE OPERATING PARTNERSHIP; THE “EXCHANGEAGREEMENT”). EXCEPT AS OTHERWISE PROVIDED IN SUCH AGREEMENTS, NO TRANSFER,SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE UNITSREPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT (A) PURSUANT TO ANEFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED(THE “ACT”), OR (B) IF THE OPERATING PARTNERSHIP HAS BEEN FURNISHED WITH ASATISFACTORY OPINION OF COUNSEL FOR THE HOLDER THAT SUCH TRANSFER, SALE,ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THEPROVISIONS OF SECTION 5 OF THE ACT AND THE RULES AND REGULATIONS INEFFECT THEREUNDER. IN ADDITION, THE UNITS ARE SUBJECT TO THE PROVISIONS OF SECTION 19OF THE EXCHANGE AGREEMENT.”

 

7.6.                              EachGP Contributor and each Property LLLP acknowledges that it/he is not in asignificantly disparate bargaining position with respect to MCRLP in connectionwith the

 

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transactions contemplated bythis Agreement and that such GP Contributor and each Property LLLP wasrepresented by legal counsel in connection with these transactions.

 

7.7.                              If,prior to the Closing, any of those individuals listed in **Schedule 7.7**(“**MCRLP Knowledge Persons**”) obtain actualknowledge, without an obligation to investigate and without being responsiblefor the knowledge of any other person or any imputed knowledge, that isinconsistent with any representation or warranty made by the GP Contributors orthe Property LLLPs in which any GP Contributor is a partner in this Article 7or elsewhere in this Agreement, and MCRLP shall elect to proceed with theClosing notwithstanding such knowledge, then MCRLP shall be deemed to havewaived any claim against the GP Contributors on account of such inconsistency;provided, however, that if the GP Contributors or the Property LLLPs in whichany GP Contributor is a partner had actual knowledge of such inconsistentinformation at the time the representation or warranty was made, and MCRLPgives Contributors’ counsel (as designated in Article 26 of thisAgreement) written notice of such inconsistent information and the consequentbreach of such representation or warranty prior to the Closing, then the GPContributors shall remain liable to MCRLP following the Closing on account ofthe breach of such representation or warranty.

 

7.8.                              Asused in this Agreement, knowledge (or words of similar import) of any PropertyLLLP means the actual knowledge of the GP Contributor that is a general partnerof such Property LLLP, as contrasted with any concept of imputed or impliedknowledge and without any independent investigation and without assuming anyduty to conduct any such independent investigation, except that each GPContributor shall be deemed to have actual knowledge of any matter of which thefollowing individuals shall have actual knowledge:  Doug Erdman, President of CRC Commercial (“**CRC**”) Dennis Burke, Vice President of Leasing of CRC, andBill McClain, Vice President of Property Management of CRC**.**

 

7.9.                              Norepresentation or warranty made by such GP Contributor or any Property LLLP inwhich such GP Contributor is a partner contained in this Agreement, and nostatement contained in any document, certificate, schedule or exhibit furnishedor to be furnished by or on behalf of such GP Contributor to MCRLP or any ofits designees or affiliates pursuant to this Agreement contains or will containany untrue statement of a material fact or omits or will omit to state anymaterial fact necessary, in light of the circumstances under which it was orwill be made, in order to make the statements herein or therein not misleadingor necessary in order to fully and fairly provide the information required tobe provided in any such document, certificate, schedule or exhibit.

 

**8.****                                      COVENANTSOF THE GP CONTRIBUTORS AND THE PROPERTY LLLPs.**

 

8.1.                              EachGP Contributor and any Property LLLP in which such GP Contributor is a partner,covenants and agrees that between the date hereof and the Closing Date, it/heshall perform or observe or cause to be performed or observed thefollowing:

 

### (a)                                  TheGP Contributor and any Property LLLP in which such GP Contributor is a partner,will operate and maintain or cause to operate or maintain the Properties in theordinary course of business and use commercially reasonable efforts toreasonably preserve for MCRLP the relationships of the GP Contributors and theProperty LLLPs with Tenants, suppliers,

 

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### managers, employees,service providers and others having on-going relationships with the Properties.The GP Contributor and any Property LLLP in which such GP Contributor is apartner will continue to perform or conduct any capital improvement orcapital expenditure program currently in process in the ordinary course ofbusiness. Neither the GP Contributors nor the Property LLLPs will defer takingany actions or spending any funds, or otherwise manage the Propertiesdifferently, due to the pending sale of the Properties.

###  

### (b)                                 TheGP Contributors and the Property LLLPs, as landlord, will not enter into anynew Leases with respect to the Properties, or renew or modify any Lease,without MCRLP’s prior written consent, which consent shall not be unreasonablywithheld or delayed prior to the expiration of the Inspection Period and,thereafter, shall be granted or withheld in the sole and absolute discretion ofMCRLP. In the event the proposed new or modified Lease contemplates that thelandlord will perform tenant improvement work on a “turn-key” basis (a “**Turn-Key Lease**”) (i.e., that theLandlord is to provide specified tenant improvements and renovations as opposedto the Landlord granting an allowance to the tenant for such purpose), therequest for MCRLP’s consent, shall include, in addition to the proposed leaseand background information about the proposed tenant, a proposed preliminaryspace plan and office layout and a preliminary cost estimate of the proposedwork to be provided by the Landlord. MCRLP shall have five (5) businessdays from the receipt of both the written request from the Property LLLP andall the required documentation and information regarding any new or modifiedLease to notify the Property LLLP whether or not to grant its consent to suchLease. If it fails to respond within such five (5) business day period,MCRLP’s consent shall be deemed granted. With respect to all Turn-Key Leasesexecuted after August 1, 2005, MCRLP shall be entitled to receive all ofthe following in connection with such Leases, as and when same becomeavailable: construction drawings and plans as revised from time to time; allrequisitions for payment submitted by contractors with respect to the “turn-key”work; all change orders issued with respect to such work; and all budgets preparedfrom time to time by the contractors and/or the managing agent with respect tosuch work. As the work under any Turn-Key Lease executed after August 1,2005 is performed, MCRLP shall have the right to approve, in its reasonablediscretion, all material changes to the drawings and plans for such work andall material change orders that would increase the cost of such work. As usedherein, the term “material” as relates to change-orders or changes in drawingsand plans shall mean changes that increase the cost of the work to be performedby the Landlord under the Turn-Key Lease by more than ten percent (10%). Inaddition, the Property LLLP shall enter into a construction contract with thecontractor or contractors performing all work under any such Turn-Key Lease ona form reasonably acceptable to MCRLP, and any material modifications of suchconstruction contract shall be subject to MCRLP’s prior approval, which shallnot be unreasonably withheld, delayed or conditioned and which shall be deemedgranted if MCRLP fails to respond to a request for consent within five (5) businessdays after receipt of such request. If the work under any such Turn-Key Leasehas not been completed at the time of the Closing hereunder, if requested byMCRLP, the GP Contributors shall arrange for CRC or any designated employee ofCRC to continue to be available for a reasonable period of time to superviseand coordinate completion such work after the Closing at a compensation rate tobe agreed upon.

###  

### (c)                                  Ifprior to the Closing Date the GP Contributor or any Property LLLP in which suchGP Contributor is a partner, shall have received from the holder of anymortgage, any written notice requiring any repair work to be done on anyProperty, the GP Contributor or any

 

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### Property LLLPin which such GP Contributor is a partner, will promptly commence same andthereafter diligently pursue such work at their own cost and expense until theClosing Date and shall provide a credit against the Consideration for theestimated cost of all work remaining uncompleted as of the Closing Date.

###  

### (d)                                 Neitherthe GP Contributor nor the Property LLLPs shall:

###  

#### (i)                                     Enterinto any agreement requiring the Contributors or the Property LLLPs to do workfor any Tenant after the Closing Date without first obtaining the prior writtenconsent of MCRLP, except for work under Leases approved or deemed approved byMCRLP;

####  

#### (ii)                                  Acceptthe surrender of any Service Contract or Lease, or grant any concession,rebate, allowance or free rent, without MCRLP’s prior written consent, whichconsent shall not be unreasonably withheld or delayed prior to the expirationof the Inspection Period and thereafter shall be provided at the sole andabsolute discretion of MCRLP;

####  

#### (iii)                               Applyany Security Deposits with respect to any Tenant in occupancy on the ClosingDate, without MCRLP’s prior written consent, which consent shall not beunreasonably withheld or delayed prior to the expiration of the InspectionPeriod and thereafter shall be provided at the sole and absolute discretion ofMCRLP;

####  

#### (iv)                              Renew,extend or modify any of the Service Contracts, without MCRLP’s prior writtenconsent, which consent shall not be unreasonably withheld or delayed prior tothe expiration of the Inspection Period and thereafter shall be provided at thesole and absolute discretion of MCRLP;

####  

#### (v)                                 Removeany Personal Property located in or on the Properties, except as may berequired for repair and replacement. All repairs and replacements shall be freeand clear of liens and encumbrances (except for the lien of the Existing LoanDocuments) and shall be of quality at least equal to the repaired or replaceditems and shall be deemed included in this sale, without cost or expense toMCRLP; or

####  

#### (vi)                              Causeor permit any Property (any portion of such property), or any interest therein,to be alienated, mortgaged, licensed, encumbered or otherwise be transferred.

####  

### (e)                                  Uponrequest of MCRLP at any time after the date hereof, each GP Contributor and anyProperty LLLP in which such GP Contributor is a partner, shall assist MCRLP inits preparation of audited financial statements,****statements of income and expense, all at MCRLP’s sole costand expense and such other documentation as MCRLP may reasonably request,covering the period of such Contributor’s ownership of any Property.

###  

### (f)                                    UntilClosing hereunder, each GP Contributor and any Property LLLP in which such GPContributor is a partner will make all required payments under any mortgageaffecting any Property within any applicable grace period, but withoutreimbursement by MCRLP thereof. Each GP Contributor shall also comply with allother terms, covenants, and conditions of any

 

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### mortgage onany Property and the terms, covenants, and conditions of the Existing LoanDocuments, if applicable, in each case, which, if not complied with, shallresult in a default thereunder.

###  

### (g)                                 Upto and including the Closing Date, each Property LLLP agrees to maintain andkeep or cause to be maintained and kept such hazard, liability and casualtyinsurance policies in full force and effect in such amounts and covering suchrisks as such Property LLLP has carried in the past in the ordinary course ofbusiness and in accordance with the terms of the Existing Loan Documents, ifapplicable.

###  

### (h)                                 Uponwritten notice from MCRLP given and received at least thirty (30) days prior tothe Closing Date, the GP Contributor and any Property LLLP in which such GPContributor is a partner, shall promptly cancel or cause to be cancelled, attheir sole cost and expense, those Service Contracts which MCRLP elects not toassume effective as of the Closing hereunder to the extent cancelable; it beingunderstood and agreed the Property LLLPs shall pay or cause to be paid anypenalties incurred as a result of any such termination. MCRLP has notified theProperty LLLPs that all existing cleaning contracts and management contractsrelating to the Property shall be cancelled as of the Closing hereunder, butMCRLP acknowledges that the cleaning contract with Capital Building MaintenanceCorp. will not be cancelled as of the Closing because it provides for a 120-daynotice before the cancellation can become effective and that MCRLP shallprovide any notice of cancellation of such contract not earlier than theClosing. It is further understood and agreed that MCRLP does not intend toterminate the existing contracts with the vendors providing electricity to theProperties prior to the Closing, but at any time thereafter, if requested inwriting by MCRLP, the GP Contributors will send a notice of termination of suchcontracts to such vendors, provided the GP Contributors are held harmless fromany termination fees or costs associated with such termination.

###  

### (i)                                     EachProperty LLLP shall permit or cause to permit MCRLP and its authorizedrepresentatives to inspect the Books and Records (as defined below) of theProperty LLLPs at all reasonable times. All Books and Records not conveyed toMCRLP hereunder shall be maintained for MCRLP’s inspection at Community RealtyCompany, Inc., 6305 Ivy Lane, Suite 202, Greenbelt, Maryland 20770.

###  

### (j)                                     Allviolations of statutes, ordinances, rules, regulations, orders, codes,directives or requirements affecting any Property, noted in the records of orissued by any Governmental Authorities and of which the GP Contributors havereceived written notice shall be complied with by Property LLLP prior to theClosing and each Property shall be conveyed free of any such violations,including, without limitation, violations of Environmental Laws.

###  

### (k)                                  EachProperty LLLP and each GP Contributor shall:

###  

#### (i)                                     Promptlynotify MCRLP of, and promptly deliver to MCRLP, a certified true and completecopy of any Notice that such GP Contributor or a Property LLLP may receive,on or before the Closing Date from any Governmental Authority, concerning aviolation of Environmental Laws or Discharge of Contaminants;

 

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#### (ii)                                  Contemporaneouslywith the execution and delivery of this Agreement, and subsequently, promptlyupon receipt by such GP Contributor or its/his representative or Property LLLP,deliver to MCRLP a certified true and complete copy of all EnvironmentalDocuments in its possession or control; and

####  

#### (iii)                               Promptlynotify MCRLP if such GP Contributor obtains actual knowledge that any of therepresentations and warranties set forth in Article 7 of this Agreementhave become untrue in any respect or will be untrue on the Closing Date.

####  

8.2.                              EachGP Contributor represents on behalf of itself and each of the Property LLLPsthat set forth on **Schedule 8.2**annexed hereto are the only proceedings now pending for a reduction in theassessed valuation of the Property or the Option Property. The GP Contributorsagree to settle or withdraw all such proceedings prior to the Closing. Notwithstandingthe foregoing, the GP Contributor shall not litigate or settle or cause to belitigated or settled any such matters without MCRLP’s prior written consent,not to be unreasonably withheld, if such litigation or settlement shall affectthe current tax year or any future tax year. MCRLP, in MCRLP’s sole discretion,is hereby authorized by each GP Contributor, and each GP Contributor representsthat it has authority from each Property LLLP to file any applicable proceedingfor any tax years following the last tax year set forth on **Schedule 8.2**.The net refund of Taxes, if any, for any tax year for which the Property LLLPsor MCRLP shall be entitled to share in the refund shall be divided between theProperty LLLPs and MCRLP in accordance with the apportionment of Taxes pursuantto the provisions hereof. All expenses in connection therewith, includingcounsel fees, shall be paid for by the party entitled to the benefits thereof,with a pro-rata sharing between the Property LLLPs and MCRLP forany tax year in which both parties are entitled to a portion of the refund. Theprovisions of this Section shall survive the Closing Date.

 

8.3.                              Tothe extent that any promotional material, marketing materials, brochures,photographs are not in the possession of the Contributors or the PropertyLLLPs, the Contributors shall cause the holders or owners of same to deliversuch materials to MCRLP, without cost or expense, which obligation shall survivethe Closing.

 

**9.****                                      LEASINGCOMMISSIONS AND TENANT IMPROVEMENT OBLIGATIONS.**

 

9.1.                              TheProperty LLLPs shall be liable for (i) all leasing costs, including butnot limited to brokerage commissions, tenant improvement and refurbishmentobligations and allowances, any other Tenant inducements such as relocationexpenses and rental payments to third parties and attorneys’ fees and expenses,payable in connection with all Leases in existence prior to August 1, 2005(excluding leasing costs payable with respect to extension, expansion andrenewal options which have not been exercised, and extension, expansion andrenewal agreements which have not been entered into prior to August 1,2005) and (ii) the Contributor’s “proportionate share,” as defined below,of all leasing costs payable with respect to any new Lease executed anddelivered by the parties thereto between August 1, 2005 and the ClosingDate (including any extension, expansion and renewal options which have beenexercised, and extension, expansion and renewal agreements which have beenentered into, between August 1, 2005 and the Closing Date) pursuant to theterms of this Agreement. The Contributor’s “proportionate share” of all leasingcosts payable with respect to any new Lease entered into

 

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between August 1, 2005 andthe Closing Date shall be equal to the proportion that the number of days fromthe commencement date of such Lease to the Closing Date bears to the totalnumber of days during the primary term of such new Lease, and MCRLP’s “proportionateshare” of all leasing costs payable with respect to any new Lease entered intobetween August 1, 2005 and the Closing Date shall be equal to theproportion that the number of days from the Closing Date to the terminationdate of the primary term of such new Lease bears to the total number of daysduring the primary term of such new Lease. For the avoidance of doubt, if thecommencement date of any new Lease entered into between August 1, 2005 andthe Closing Date occurs after the Closing Date, then the Contributor’s “proportionateshare” of all leasing costs payable with respect to such Lease shall be 0%, andMCRLP’s “proportionate share” of all leasing costs payable with respect to suchLease shall be 100%. Those leasing costs for which the Contributor’s will beresponsible under this Section 9.1 are hereinafter referred to as “**Contributors’ Lease Costs**”; and those leasing costs forwhich MCRLP will be responsible pursuant to the terms of this Section 9.1are hereinafter referred to as “**MCRLP’s Lease Costs**”.Notwithstanding anything to the contrary contained herein, it is understood andagreed that MCRLP’s Lease Costs shall include the leasing commissions listed in**Schedule 7.1(k)** that may becomepayable in the future if any of those Tenants listed in **Schedule 7.1(k)**with early termination rights do not in fact exercise those rights(notwithstanding that such Leases were in existence prior to August 1,2005). Each of the Property LLLPs agrees to indemnify and hold MCRLP harmlessfrom and against, and agrees to reimburse MCRLP with respect to, any and allclaims, demands, causes of action, losses, damages, liabilities, costs andexpenses (including reasonable attorneys’ fees and court costs) suffered orincurred by MCRLP and relating directly or indirectly to Contributors’ LeaseCosts. MCRLP agrees to indemnify and hold the Contributors harmless from andagainst, and, agrees to reimburse the Contributors with respect to, any and allclaims, demands, causes of action, losses, damages, liabilities, costs andexpenses (including reasonable attorneys’ fees and court costs) suffered orincurred by the Contributors and relating directly or indirectly to MCRLP’sLease Costs. The Property LLLPs shall have a right at Closing to direct, inwriting, that a portion of the Contributor Units otherwise distributable to theContributors be issued to CRC; provided, however: (i) CRC is an “accreditedinvestor” (as such term is defined in Rule 501(a) of Regulation Dunder the Securities Act); (ii) CRC executes and delivers to MCRLP asubscription agreement covering such matters as MCRLP may reasonablyrequest; (iii) CRC agrees to execute and/or deliver such other documentsinstruments and/or information required by MCRLP in connection with itsissuance of Units; and (iv) such further agreements as may bereasonably agreed upon by the parties hereto.

 

9.2.                              Notwithstandinganything to the contrary set forth herein, in no event shall MCRLP have anyliability to pay any leasing or brokerage fees or commissions to CommunityRealty Co., Inc., or any brokers or employees thereof, on account of anyleases whatsoever regardless when signed.

 

9.3.                              TheLease with General Services Administration (“**GSA**”)at 9200 Edmonston Road (the “**GSA Edmonston Lease**”)provides that GSA shall be provided an allowance in the amount of $922,314 bythe landlord for the purpose of paying for tenant renovations at the leasedpremises and relocation costs. Under the GSA Edmonston Lease, all of suchallowance has been paid to GSA. If as a result of an audit of such allowance byGSA after the Closing it is determined that the landlord thereunder owes to GSAany additional sums on account of such

 

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allowance, the Property LLLP owning9200 Edmonston Road shall remain liable to MCRLP for the amount of suchadditional sum. The Property LLLP owning 9200 Edmonston Road agrees to deliverto MCRLP at Closing all books and records relating to such allowance and therenovations for which such allowance was granted.

 

9.4.                              Itis understood and agreed that from and after the Closing Date, all obligationsand liabilities of the Property LLLPs under Sections 9.1 and 9.3 hereof shallbe enforceable against the GP Contributors; provided, however, that the GPContributors shall have no personal liability for such obligations orliabilities and MCRLP’s sole remedy with respect to such obligations andliabilities shall be to recover from the Escrow Pool pursuant to Section 25.4hereof, except as otherwise provided in the next sentence. Notwithstanding theforegoing, the GP Contributors shall have personal liability for the brokeragecommissions for which the Property LLLPs are liable under clause (i) of Section 9.1above (but not for any of the other leasing costs listed in said clause (i))and such personal liability shall not be limited to recovery against the EscrowPool provided in Section 25.4 hereof, nor shall such personal liability besubject to the limitations set forth in Section 25.6 hereof.

 

**10.****                               ESTOPPELCERTIFICATES.**

 

10.1.                        On orprior to the date hereof, each Property LLLP agrees to deliver or cause to bedelivered to each Tenant an estoppel certificate in the form annexedhereto as **Schedule 10.1** or in the form attachedas **Exhibit O** with respect to GSAleases for Tenant’s execution, completed to reflect the Tenant’s particularLease status. Each Property LLLP agrees use commercially reasonable efforts toobtain or cause to be obtained from all Tenants the estoppel certificates insuch form; provided, however, that if any Tenant shall refuse toexecute an estoppel letter in such form, such Property LLLP shall neverthelessbe obligated use commercially reasonable efforts to obtain estoppelcertificates in the form in which each Tenant is obligated to deliver sameas provided in its Lease. Each Property LLLP agrees to deliver or cause to bedelivered to MCRLP, promptly upon receipt, copies of all estoppel lettersreceived by Tenants, in the form received by such Contributor. Theestoppel certificates required to be obtained pursuant to this Section 10.1are collectively referred to as the “**Estoppel Certificates**”.

 

10.2.                        As acondition to Closing, the Property LLLPs may deliver or cause to bedelivered: (i) an Estoppel Certificate from each Tenant which leases spaceat the Property in excess of 7,000 square feet or more in the aggregate (each a“**Major Tenant**”); and (ii) EstoppelCertificates from the remaining Tenants leasing at least seventy-five (75%)percent of the aggregate remaining square footage of each Property. In theevent that the Property LLLPs are unable to obtain an Estoppel Certificate fromTenants other than a Major Tenant, sufficient to satisfy the aforesaid 75% ofthe aggregate square foot requirement, the Property LLLPs and GP Contributors may deliveror cause to be delivered a so-called “**Seller’s EstoppelCertificate**” for such Tenants as shall be required to satisfy suchrequirement covering those matters that would have been covered had such Tenantdelivered an estoppel certificate in the form attached hereto, whichSellers Estoppel Certificate may be limited to the Contributors’knowledge, as appropriate. Notwithstanding the immediately preceding sentence,MCRLP may in its sole and absolute discretion accept a Seller’s Estoppel Certificatefor a Major Tenant in lieu of the Estoppel Certificate described in (i) above.

 

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10.3.                        Inaddition to the requirements in Section 10.1 above, for an EstoppelCertificate to be deemed acceptable for purposes of this Agreement, suchEstoppel Certificate (i) must not indicate any material defaults ordelinquent rent payment, (ii) must certify that the Tenant’s most recentrental payment under its Lease was made not more than one (1) month priorto the month in which the Closing occurs, (iii) otherwise be consistentwith the Rent Roll and the Contributor’s other representations and warrantiesin Article 7 and (iv) not allege a default by landlord under theTenant’s Lease. Contributors shall deliver or cause to be delivered to MCRLPall responses received from Tenants in connection with Contributors’ requestfor such Estoppel Certificate.

 

**11.****                               REPRESENTATIONSAND WARRANTIES OF MCRLP AND THE COMPANY.**

 

11.1.                        In orderto induce each Contributor to perform as required hereunder or under the LP Contributors Joinder Agreement,MCRLP and the Company hereby warrant and represent the following:

 

### (a)                                  MCRLPis a limited partnership duly organized and validly existing and in goodstanding under the laws of the State of Delaware and the Company is acorporation duly organized and validly existing and in good standing under thelaws of the State of Maryland. Each of the Company and MCRLP has all requisitepower and authority to execute this Agreement and execute and deliver all otherdocuments and instruments to be executed and delivered hereunder, and to perform itsobligations hereunder and under such other documents and instruments in orderto acquire the Exchange Property in accordance with the terms and conditions hereof.All necessary actions of MCRLP and the Company to confer such power andauthority upon the persons performing on behalf of MCRLP and the Company havebeen taken.

###  

### (b)                                 ThisAgreement and the agreements and other documents to be executed and deliveredby MCRLP hereunder, when duly executed and delivered, will be the legal, validand binding obligation of MCRLP, enforceable in accordance with the terms ofthis Agreement. The performance by MCRLP of its duties and obligations underthis Agreement and the documents and instruments to be executed and deliveredhereunder by MCRLP will not conflict with, or result in a breach of, or defaultunder, any provision of any of the organizational documents of MCRLP or theCompany or any material agreements or instruments, or any decrees, judgments,injunctions, orders, writs, laws, rules or regulations, or anydetermination or award of any court or arbitrator, to which MCRLP or theCompany is a party or by which the assets of MCRLP or the Company are or may bebound.

###  

### (c)                                  TheContributor Units to be issued to the Contributors and the Common Stock of theCompany to be issued to the Contributors upon redemption of the ContributorUnits are duly authorized and, when issued by MCRLP or the Company, as the casemay be, will be fully paid and non-assessable, free and clear of anymortgage, pledge, lien, encumbrance, security interest, claim or right ofinterest of any third party of any nature whatsoever.

###  

### (d)                                 MCRLPhas furnished to each Contributor a true and complete copy of the OP Agreement,as amended to date and will provide the GP Contributors copies of any and allamendments thereto from and after the date hereof until the Closing Date.

 

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### (e)                                  NeitherMCRLP nor the Company has made a general assignment for the benefit ofcreditors, filed any voluntary petition in bankruptcy or suffered the filing ofany involuntary petition by its creditors, suffered the appointment of areceiver to take possession of all, or substantially all, of its assets,suffered the attachment or other judicial seizure of all, or substantially all,of its assets, admitted in writing its inability to pay its debts as they comedue or made an offer of settlement, extension or composition to its creditorsgenerally.

###  

### (f)                                    TheCompany has filed with the Securities and Exchange Commission the SEC Documentsrequired to date. As of their respective filing dates (or if amended, revisedor superseded by a subsequent filing with the Securities and Exchange Commission,then on the date of such subsequent filing), the SEC Documents complied in allmaterial respects with the requirements of the Securities Act or the ExchangeAct, as the case may be, and none of the SEC Documents (including any andall financial statements included therein) as of such dates contained anyuntrue statement of a material fact or omitted to state a material factrequired to be stated therein or necessary in order to make the statementstherein, in light of the circumstances under which they were made, notmisleading.

###  

### (g)                                 TheCompany, (i) beginning with first its taxable year ended December 31,1995, and through the most recent taxable year ended December 31, 2004,has been subject to taxation as a REIT within the meaning of the Code and hassatisfied all requirements to qualify as a REIT for such years, (ii) hasoperated, and currently intends to continue to operate, in such a manner as toqualify as a REIT for the taxable year ending December 31, 2005 and allsubsequent taxable years, and (iii) has not taken or omitted to take anyaction which could reasonably be expected to result in a challenge to itsstatus as a REIT, and to the knowledge of the Company, no such challenge ispending or threatened.

###  

### (h)                                 MCRLP(i) beginning with its first taxable year ended December 31, 1995,has qualified as a partnership for federal income tax purposes (and is notclassified as an association taxable as a corporation for federal income taxpurposes), (ii) has operated, and intends to continue to operate, in sucha manner as to qualify as a partnership and avoid taxation as a corporation and(iii) has not taken or omitted to take any action which would reasonablybe expected to result in a challenge to its status as a partnership, and to theknowledge of the Company, no such challenge is pending or threatened.

###  

**12.****                               CLOSING.**

 

12.1.                        (a) Theconsummation of the transactions contemplated hereunder (the “**Closing**”) shall take place at the offices of Seyfarth ShawLLP, 815 Connecticut Avenue, N.W., Suite 500, Washington, D.C. 20006, orsuch other place as shall be mutually agreed by the parties hereto, on or aboutfifteen (15) days following the satisfactory completion by MCRLP of its duediligence review and the approval of the assignment of the Assumed Debt Amountby the lenders (the “**Closing****Date**”); provided, however, the parties agree that if theconsents of all of the Assumed Debt Lenders have not been obtained as requiredherein, then the Closing Date may be extended by either party to a datethat is five (5) days after all of the consents of the Assumed DebtLenders have been obtained, which date shall, in no event be latter than ninety(90) days from the date of this Agreement (the “**OutsideClosing Date**”).

 

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### (b)                                 Ifthe requisite consents or approvals for the Conversion have been obtainedpursuant to the terms hereof, then immediately prior to the Closing, theapplicable Contributors shall cause each of the applicable Property LLLPs todelivery duly executed and acknowledged documents and instruments, each in form andsubstance reasonably approved by the applicable Property LLLPs and MCRLP,required or appropriate to cause the Conversion to be consummated pursuant tothe terms hereof.

###  

12.2.                        On theClosing Date each Contributor or Property LLLP, as applicable, at his or itssole cost and expense, will deliver or cause to be delivered in escrow to theEscrow Agent to be delivered to MCRLP or the entity otherwise provided belowupon satisfaction of all conditions to Closing set forth herein, the followingdocuments:

 

### (a)                                  Ifa Conversion has occurred, a duly executed assignment of the TransferredInterest to MCRLP in the form annexed hereto as **Exhibit P**;

###  

### (b)                                 Ifsuch Contributor is an entity, all organizational documents of such Contributorincluding the partnership agreement or LLC agreement, as applicable, of suchContributor, evidencing the power and authority of such Contributor to enterinto this Agreement and any documents to be delivered hereunder, and the enforceabilityof same;

###  

### (c)                                  Acertificate indicating that the representations and warranties of suchContributor made in this Agreement are true and correct as of the Closing Date;

###  

### (d)                                 Acertificate signed by such Contributor, or, if applicable, an officer orpartner of such Contributor in the form prescribed by Treasury Regulation Section 1445-2(b)(2) andannexed hereto as **Exhibit Q**,to the effect that such Contributor is not a “foreign person” as that term isdefined in Section 1445(f)(3) of Code, in order to avoid theimposition of the withholding tax payment pursuant to Section 1445 of theCode;

###  

### (e)                                  EachContributor’s Limited Agreement of Indemnity or Guaranty Agreement, dulyexecuted by such Contributor, if applicable;

###  

### (f)                                    Alloriginal Leases and all other documents pertaining thereto, and certifiedcopies of such Leases or other documents where each Contributor, using its bestefforts, is unable to deliver originals of same;

###  

### (g)                                 Allother original documents or instruments referred to herein, including withoutlimitation the books, records, Tenant data, leasing material and forms,original brokerage agreements, past and current rent rolls, files, statements,tax returns, market studies, keys, access cards, codes, combinations, plans,specifications, reports, tests and other materials of any kind owned by or inthe possession of any Contributor or any Property LLLP which are or may beused by any Contributor or any Property LLLP in the use and operation of anyProperty or Personal Property (collectively, “**Booksand Records**”), contracts and agreements for the servicing,maintenance and operation of any Property, Licenses and Permits, and certifiedcopies of same where Contributors, using their best efforts, are unable todeliver originals, provided however, for purposes of clarification, that Booksand Records shall not include the personal or other Tax returns of theContributors;

 

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### (h)                                 Aletter to Tenants advising the Tenants of the transactions hereunder anddirecting that rent and other payments thereafter be sent to MCRLP or itsdesignee, as MCRLP shall so direct;

###  

### (i)                                     Ifthe Conversion has not been consummated pursuant to the terms hereof, then dulyexecuted and acknowledged documents and instruments, each in form andsubstance reasonably approved by the applicable Property LLLPs and MCRLP,required or appropriate to effectuate the transfer of the Property to MCRLPpursuant to the terms hereof, including, without limitation, the following: (i) aspecial warranty deed with respect to each Property, in proper form forrecording, conveying such Property from the applicable Property LLLP to MCRLP,subject only to the Permitted Encumbrances; (ii) a bill of sale conveyingany and all personal property owned by each Property LLLP, which bill of saleshall contain no warranties representations by such Property LLLP, except thatthe Property LLLP is the owner of and has not previously sold, transferred orencumbered (other than in connection with the Existing Loan Documents) suchpersonal property; (iii) an assignment and assumption of each PropertyLLLP’s right, title and interest in, to and under all Leases, Rents, SecurityDeposits (including, without limitation, any and all documents or instrumentsrequired or appropriate to transfer all Security Deposits held in the form ofa letter of credit), equipment, service and other contracts and/or agreements; (iv) ageneral assignment of each Property LLLP’s right, title and interest in, to andunder all warranties and guaranties, permits, licenses and approvals, utilitydeposits, site plans, surveys, plans and specification relating to eachProperty, catalogues, books, manuals, files, logs, records, correspondence,tenant lists, histories, brochures and other advertising materials andIntangible Property.

###  

### (j)                                     Anassumption of the Existing Loan Documents duly executed by the Contributorsand/or the Property LLLPs and consented to by the Assumed Debt Lenders,together with all original Existing Loan Documents and all other documentspertaining thereto, and certified copies of such Existing Loan Documents whereeach Contributor, using its best efforts, is unable to deliver originals of thesame;

###  

### (k)                                  TheOption Agreement duly executed by the Option Contributors and the OptionProperty Owners;

###  

### (l)                                     Atermination of the existing CRC Management Agreement and a release from CRCManagement of any amounts owed thereunder;

###  

### (m)                               AuditedProperty Financials for all Property LLLPs (except Tenth LLLP) as of and forthe years ending December, 31, 2002, 2003 and 2004 and reviewed PropertyFinancials for Tenth LLLP as of and for the years ending December, 31, 2002,2003 and 2004;

###  

### (n)                                 Anopinion of Contributors’ counsel reasonably satisfactory to MCRLP with respectto the existence, organization and authority of each Property LLLP and of theauthority of persons executing documents on behalf of each Property LLLP;

###  

### (o)                                 Astatement from each Contributor of such Contributor’s Contributor Debt Amount(as defined in Section 21.1); and

 

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### (p)                                 Suchother documents as may be reasonably required or appropriate to effectuatethe consummation of the transactions contemplated by this Agreement.

###  

12.3.                        On theClosing Date, MCRLP, at its sole cost and expense, will deliver or cause to bedelivered to each Contributor the following documents:

 

### (a)                                  TheCertificate, duly executed by MCRLP;

###  

### (b)                                 Anagreement prepared by MCRLP and executed by the Company evidencing theadmission of such Contributor as a limited partner in MCRLP, and pursuant towhich such Contributor agrees to be bound by and assume all of the obligationsand to be entitled to all of the rights of a limited partner in MCRLP withrespect to the Contributor Units issued to such Contributor (the “**Partnership Acknowledgment**”);

###  

### (c)                                  Counterpartsof any applicable documents listed in Section 12.2(i) above;

###  

### (d)                                 Anassumption of the Existing Loan Documents duly executed by MCRLP;

###  

### (e)                                  TheOption Agreement duly executed by MCRLP;

###  

### (f)                                    TheContributor’s Units and cash required to be paid as part of theConsideration;

###  

### (g)                                 Anopinion from Seyfarth Shaw LLP to the effect that MCRLP has, since its taxableyear ended December 31, 1995, been treated as a partnership for allfederal income tax purposes and will continue so to qualify for its taxableyear ending December 31, 2005, and that, for taxable years thereafter,based upon its current and proposed method of operation, MCRLP will be taxed asa partnership and not as an association taxable as a corporation for allfederal income tax purposes;

###  

### (h)                                 Anopinion of MCRLP’s counsel reasonably satisfactory to the Contributors to theeffect that:

###  

#### (i)                                     MCRLPis a limited partnership duly organized, validly existing and in good standingunder the laws of the state of Delaware and the Company is a corporation dulyorganized, validly existing and in good standing under the laws of the state ofMaryland and that each of MCRLP and the Company have all the requisite powerand authority to enter into the Agreement and perform their respectiveobligations thereunder;

####  

#### (ii)                                  TheAgreement and agreements and other documents required to be executed by MCRLPpursuant to the Agreement constitute legal, valid and binding obligations ofMCRLP and are enforceable in accordance with their terms; and

####  

#### (iii)                               TheContributor Units when issued to the Contributors and the Common Stock of theCompany to be issued to the Contributors upon redemption of the ContributorUnits will be duly authorized and, when issued by MCRLP or the Company, as thecase may be, will be fully paid and non-assessable, free and clear of anymortgage,

 

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#### pledge, lien, encumbrance,security interest, claim or right of interest of any third party of any naturewhatsoever; and

####  

### (i)                                     Suchother documents as may be reasonably required or appropriate to effectuatethe consummation of the transactions contemplated by this Agreement.

###  

12.4.                        Each partyshall be responsible for its own attorneys’ fees.

 

12.5.                        TheProperty LLLPs shall be responsible for (i) one-half of the loanassumption costs, if any, pertaining to the Assumed Debt Amount including legalfees and application fees, (ii) all customary prorations andapportionments, (iii) all fees and costs attributable to the transfer ofthe Security Deposits, (iv) all fees and costs attributable to theassignment of utility contracts and the transfer of warranties, (v) one-halfof all reasonable escrow fees and (v) one-half of any and all real estatetransfer and recordation taxes that arise from the transactions contemplated inthis Agreement.

 

12.6.                        MCRLPshall be responsible for the costs of its due diligence investigations, allcustomary prorations and apportionments and one-half of all reasonable escrowfees and one-half of all real estate transfer and recordation taxes that arisefrom the transactions contemplated in this Agreement. MCRLP shall beresponsible for all title insurance costs but only one-half of the costsassociated with the non-imputation endorsement.

 

**13.****                               ADJUSTMENTS.**

 

13.1.                        Thefollowing items with respect to the Properties are to be apportioned as ofmidnight on the date immediately preceding the Closing:

 

### (a)                                  Allpaid rents, together with any other sums paid by tenants, under the Leases shallbe prorated as of the Closing Date. In the event that, at the time of Closing,there are any past due or delinquent rents owing by any tenants of theProperties, MCRLP shall use commercially reasonable efforts to collect suchdelinquent rents and shall apply delinquent rents received after Closing (netof any collection fees or expenses) first, to payment of current rent then due,including for such purposes all rentals for the month in which the Closing Dateshall occur; second, to rents attributable to any period after the Closingwhich are past due on the date of receipt; and thereafter, to delinquent rentsas of the Closing. The Contributors shall have the right, after Closing, toproceed against tenants for rents allocable to the period of the Property LLLP’sownership of the Property but shall in no event seek to evict such tenants. Inthe event that any sums paid by tenants under the Leases, including, withoutlimitation, any common area maintenance charges or shares of taxes or insurancepremiums, shall be based upon estimates of actual sums due and such sums cannotbe reconciled at Closing, the parties shall, on or before June 30, 2006,make between themselves any adjustment required by reason of any differencebetween such estimated amounts and the actual amounts of such sums. In theevent that any sums payable by tenants under the Leases, including, withoutlimitation, percentage rental, shall be payable after the Closing for periodsprior to Closing, the parties shall make between themselves at the time ofactual payment any adjustment (based upon their respective periods ofownership) required by reason of the payment schedule. Further, in the eventthat, subsequent to Closing, any Contributor receives any payments of rent orother sums due from tenants under

 

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### Leases suchContributor shall properly endorse such payments to MCRLP, and shall promptlyforward such payments to MCRLP. The Contributors and MCRLP agree that (i) anyTenant under a GSA Lease pays its Basic Rent in monthly installments inarrears, (ii) inasmuch as such payment is made in arrears, all Basic Rentunder the GSA Lease which is attributable to the portion of the month in whichthe Closing Date occurs which is prior to the Closing Date shall be credited toSeller as an addition to the Purchase Price at Closing, (iii) MCRLP shallbe entitled to all Basic Rent under the GSA Lease to the extent it is collectedafter the Closing Date, and (iv) if any Contributor receives any BasicRent or other sums under the GSA Lease which has been previously credited tothe Contributors under clause (ii) of this sentence or which is otherwisepayable to MCRLP under clause (iii) then and in any of such events suchContributor shall promptly deliver the amount of such Basic Rent or other sumsto MCRLP.

###  

### (b)                                 Acashier’s check to the order of MCRLP in the amount of all cash SecurityDeposits and any prepaid rents, together with interest required to be paidthereon. At the election of the Property LLLPs, such amount may be allottedto MCRLP as a credit against the balance of the Consideration.

###  

### (c)                                  Utilitycharges payable by the Contributors, including, without limitation,electricity, water charges and sewer charges. If there are meters on theProperties, the Contributors will cause readings of all said meters to beperformed not more than five (5) days prior to the Closing Date.

###  

### (d)                                 Amountspayable under the Service Contracts other than those Service Contracts whichMCRLP has elected not to assume.

###  

### (e)                                  Realestate taxes due and payable for the calendar year. If the Closing Date, shalloccur before the tax rate is fixed, the apportionment of real estate taxesshall be upon the basis of the tax rate for the preceding year applied to thelatest assessed valuation. If subsequent to the Closing Date, real estate taxes(by reason of change in either assessment or rate or for any other reason) forany Property should be determined to be higher or lower than those that areapportioned, a new computation shall be made, and the Contributors agree to payMCRLP any increase shown by such recomputation and vice versa.

###  

### (f)                                    Thevalue of fuel stored at any of the Properties, at the Contributors’ most recentcost, including any related excise Tax or similar Taxes, on the basis of areading made within ten (10) days prior to the Closing by the Contributors’supplier.

###  

### (g)                                 Amountsincurred or accrued prior to the Closing Date or payable to or with respect toany New Employee or other personnel (i.e., independent contractors ofthe Property LLLPs or an affiliate of the Property LLLPs) for servicesperformed or otherwise including, without limitation, costs related to accruedvacation time.

###  

13.2.                        Promptlyfollowing request by MCRLP, the Contributors shall deliver to MCRLP a listadditional rent, however characterized, under each Lease, including withoutlimitation, real estate taxes, electrical charges, utility costs and operatingexpenses (collectively, “**Additional Rents**”)billed to Tenants for the calendar year in which the Closing occurs (both on amonthly basis and in the aggregate), the basis for which the monthly amountsare being billed and the

 

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amounts incurred by theContributors on account of the components of Additional Rent for such calendaryear. Upon the reconciliation by MCRLP of the Additional Rents billed toTenants, and the amounts actually incurred for such calendar year, Contributorsand MCRLP shall be liable for overpayments of Additional Rents, and shall beentitled to payments from Tenants, as the case may be, on a pro-rata basisbased upon each party’s period of ownership during such calendar year.

 

13.3.                        Allamounts due and owing under the Existing Loan Documents other than theoutstanding principal balance thereof, including by way of example accrued andunpaid interest, deferred interest, late charges, default interest, prepaymentfees or penalties, and any and all other fees and charges, shall be paid by theContributors on or before the Closing. MCRLP shall reimburse the Contributorsfor all escrows held by the Existing Lenders as of the Closing Date andcredited to the new borrower under the Assumed Debt.

 

13.4.                        If, on theClosing Date, any Property or any part thereof shall be or shall have beenaffected by an assessment or assessments which are or may become payablein annual installments, all the unpaid installments of any such assessment dueand payable on or prior to the Closing Date shall be paid and discharged by theContributors on the Closing Date.

 

13.5.                        At the Closing,the parties shall adjust for certain leasing costs in accordance with Section 9.1.

 

13.6.                        Except asotherwise provided in this Agreement, the adjustments shall be made inaccordance with the customs and practice in respect of real estate closings inthe State of Maryland.

 

13.7.                        Any errorsin calculations or adjustments shall be corrected or adjusted as soon aspracticable after the Closing.

 

13.8.                        Thecredits set forth in Sections 13.5 and 13.6 shall be made against theConsideration. Any other amounts payable to the Contributors hereunder shall betreated as distributions made to the Contributors from the relevant PropertyLLLP immediately prior to the Closing.

 

13.9.                        At theClosing, after payment of all obligations and payments required of the PropertyLLLPs hereunder, all cash on hand in any accounts of any successor entity toany Property LLLP shall be distributed to the Contributors.

 

**14.****                               CONDITIONSPRECEDENT TO CLOSING.**

 

14.1.                        Theobligations of each Contributor and/or Property LLLP, as applicable, to deliverthe Exchange Property and to perform the other covenants and obligationsto be performed by each Contributor on the Closing Date, shall be subject tothe following conditions (all or any of which may be waived, in whole orin part, by such Contributor):

 

### (a)                                  Therepresentations and warranties made by MCRLP herein shall be true and correctin all material respects on the Closing Date with the same force and effect asthough such representations and warranties had been made on and as of the ClosingDate;

 

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### (b)                                 MCRLPshall have produced all documents as may be reasonably required orappropriate to effectuate the consummation of the transactions contemplated bythis Agreement; and

###  

### (c)                                  MCRLPshall have executed and delivered or caused to be executed and delivered tosuch Contributor all of the documents provided herein for said delivery.

###  

14.2.                        Theobligations of MCRLP to accept the Exchange Property and to perform theother covenants and obligations on the Closing Date shall be subject to thefollowing conditions (all or any of which may be waived, in whole or inpart, by MCRLP):

 

### (a)                                  Therepresentations and warranties made by each Contributor herein shall be trueand correct in all material respects on the Closing Date with the same forceand effect as though such representations and warranties had been made on andas of the Closing Date;

###  

### (b)                                 EachContributor shall have performed all covenants and obligations undertaken bysuch Contributor herein in all respects and complied with all conditionsrequired by this Agreement to be complied with or performed by it on or beforethe Closing Date;

###  

### (c)                                  EachGP Contributor and the Property LLLP in which such GP Contributor is a partnerhas delivered or caused to be delivered to each Tenant an Estoppel Certificatein a form annexed hereto as **Schedule 10.1**(See, **Exhibit O** for form GSAEstoppel Certificate) and the provisions of Sections 10.2 and 10.3 shall bemet;

###  

### (d)                                 EachContributor and the other Contributors collectively shall assign and transferthe Transferred Interests, if applicable, free from all encumbrances, securityinterests and liens whatsoever, representing, in the aggregate, all of thepartnership interests in each Property LLLP;

###  

### (e)                                  Asof the Closing Date, the Properties shall be free from all encumbrances,security interests and liens whatsoever, other than Assumed Debt and PermittedEncumbrances;

###  

### (f)                                    TheTitle Company shall have issued a standard ALTA non-imputation endorsement;

###  

### (g)                                 TheContributors shall have produced all documents as may be reasonablyrequired or appropriate to effectuate the consummation of the transactionscontemplated by this Agreement;

###  

### (h)                                 TheRent Roll delivered to MCRLP at Closing shall be substantially the same as theRent Roll delivered to MCRLP during the Inspection Period, other than changesin the ordinary course;

###  

### (i)                                     Subjectto the rights of either party to extend the Closing Date pursuant to the termsof Section 12.1 above, on or prior to the Closing Date, as the same may beextended as aforesaid, the Contributors and MCRLP have obtained (i) theconsent of the Assumed Debt Lenders to MCRLP’s assumption of the Assumed Debtand (ii) the release of any Guarantors for matters first arising from andafter the Closing Date; and

 

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(j)                                     EachContributor shall have executed and delivered to MCRLP all of the documents provided for herein for saiddelivery.

 

## 14.3.                        (a)                                  Ifany condition precedent to Closing has not been satisfied on or before theClosing Date, then the party whose conditions to Closing have not beensatisfied (the “**Unsatisfied Party**”)shall give notice to the other party of the condition or conditions that theUnsatisfied Party asserts are not satisfied. If the conditions specified in such notice are not satisfied within ten(10) business days after receipt of such notice, then the party whose conditionprecedent was not satisfied may terminate this Agreement, whereupon neitherparty shall have any further rights or obligations hereunder (other than anyobligations of either party that expressly survive termination) and, unless thefailure was due to MCRLP’s default, the Deposit shall be returned to MCRLP.** **Notwithstandinganything contained herein to the contrary, if any of the conditions precedentto MCRLP’s obligation to close, as set forth in Section 14.2, are not satisfiedwithin the ten (10) business day period specified above and the same arereasonably susceptible of being cured, either party shall have the right toextend such period in which to satisfy the unsatisfied condition for a periodof up to sixty (60) additional days, by giving notice thereof to MCRLP withinsuch ten (10) business day period. Further, either party shall have the right to waive the unsatisfiedcondition or conditions, by notice to the other party within five (5) businessdays after expiration of the applicable satisfaction period, withoutsatisfaction having occurred, in which event the Closing Date shall be the datethat is five (5) business days after receipt of such waiver notice.  If necessary, the Closing Date shall beextended for the duration of any period of time required to satisfy thecondition, but in no event shall the Closing Date be extended beyond OutsideClosing Date.

 

(b)                                 Ifthe transactions contemplated by this Agreement close, the parties shall bedeemed to have waived any and all unmet or unsatisfied conditions, providedthat such waiver shall not be deemed a waiver of any breach by either party ofany of its covenants, representations and warranties hereunder.

 

15.                                 **ASSIGNMENT.**

 

## 15.1.                        ThisAgreement may not be assigned by MCRLP to any other entity; provided, however,that at Closing, MCRLP shall have the right to cause each Contributor to directthe assignment of the Exchange Property and other closing instruments to anyentity in which MCRLP directly or indirectly owns one hundred percent (100%) ofthe equity interests and which is treated for federal income tax purposes asdisregarded as an entity separate from MCRLP.

 

16.                                 **BROKER.**

 

## 16.1.                        EachProperty LLLP represents and warrants to MCRLP that the Property LLLPs have notcontacted or entered into any agreement with any real estate broker, agent,finder, or any party in connection wit this transaction, except for EastdilRealty Company, LLC (“**Contributor’s Broker**”)and that the Contributors have not taken any action which would result in anyreal estate broker’s or finder’s fees or commissions being due and payable toany party other than the Contributor’s Broker with respect to the Transactioncontemplated hereby.  The Contributorswill be solely responsible for the payment of the Contributor’s Broker’s

 

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## commission in accordance with the provisionsof a separate agreement.  MCRLP herebyrepresents and warrants to the Contributors that MCRLP has not contracted orentered into any agreement with any real estate broker, agent, finder, or anyparty in connection with this transaction and that MCRLP has not taken anyaction which would result in any real estate brokerage or finder’s fees orcommissions being due or payable to any party with respect to the transactioncontemplated hereby.

 

## 16.2.                        EachProperty LLLP and MCRLP hereby indemnifies and agrees to hold each otherharmless from any loss, liability, damage, cost, or expense (including, withoutlimitation, reasonable attorneys’ fees) paid or incurred by the other party byreason of a breach of the representation and warranty made by such party underthis Article 16.  Notwithstandinganything to the contrary contained in this Agreement, the indemnities set forthin this Section 16 shall survive the Closing or earlier termination of thisAgreement for a period of two (2) years.

 

## 16.3.                        Itis understood and agreed that from and after the Closing Date, all obligationsand liabilities of the Property LLLPs under Sections 16.1 and 16.2 hereof shallbe enforceable against the GP Contributors. The GP Contributors shall be personally liable for such obligations andliabilities and such personal liability shall not be limited to recoveryagainst the Escrow Pool provided in Section 25.4 hereof, nor shall suchpersonal liability be subject to the limitations set forth in Section 25.6hereof.

 

17.                                 **CASUALTY LOSS.**

 

## 17.1.                        If,prior to the Closing, all or any portion of any Property is damaged by fire orany other cause whatsoever, the Contributors shall promptly give MCRLP writtennotice of such damage.  Risk of loss fordamage to all or any part of the Property by fire or other casualty from thedate hereof through the Closing Date will be on the Contributors.

 

## 17.2.                        Ifthe cost for repairing such damage is less than TWO MILLION DOLLARS($2,000,000) (as determined by the Contributors’ independent insurer), thenMCRLP shall have the right at Closing to receive the amount of the deductibleplus all insurance proceeds received by the Contributors as a result of suchloss, or an assignment of the Contributors’ rights to such insurance proceeds,and this Agreement shall continue in full force and effect with no reduction inthe Consideration, and the Contributors shall have no further liability orobligation to repair such damage or to replace the Property.  If the loss is uninsured, then MCRLP shallreceive a credit at Closing in the amount of the uninsured loss.

##  

## 17.3.                        Ifthe cost for repairing such damage is greater than TWO MILLION DOLLARS($2,000,000) (as determined by MCRLP’s independent insurer), then MCRLP shallhave the option, exercisable by written notice delivered to the Contributorswithin five (5) business days after the Contributors’ notice of damage toMCRLP, either (i) to receive the amount of the deductible plus all insuranceproceeds received by the Contributors as a result of such loss, or anassignment of the Contributors’ rights to such insurance proceeds, and thisAgreement shall continue in full force and effect with no reduction in theConsideration, and the Contributors shall have no further liability orobligation to repair such damage or to replace the Property; or (ii) toterminate this Agreement.  If MCRLPelects to terminate this Agreement, MCRLP shall give notice thereof to theContributors and the Escrow Agent, the Deposit shall be promptly

 

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## returned to MCRLP, and thereafter neitherparty will have any further rights or obligations hereunder, except for anyobligations that expressly survive termination. If MCRLP fails to notify the Contributors within such five (5) businessday period of MCRLP’s intention to terminate this Agreement, then MCRLP shallbe deemed to have elected option (i), and MCRLP and the Contributors shallproceed to Closing in accordance with the terms and conditions of thisAgreement.

 

18.                                 **CONDEMNATION.**

 

In the event of a material taking (as defined in this Section 18),MCRLP shall have the right, at its sole option, to either (a) terminate thisAgreement by giving the Contributors written notice to such effect withintwenty (20) days after its receipt of written notification of any suchoccurrence, or (b) accept title to the remainder of the Properties withoutreduction of any consideration given hereunder and eliminate the affectedproperty in its entirety from this transaction. Should MCRLP so terminate this Agreement in accordance with thisSection, neither party shall have any further liability or obligations to theother.  In the event MCRLP shall accepttitle to the remainder of the affected property, the Contributors shall,subject to the rights of the holder of any existing mortgage, assign allproceeds of such taking to MCRLP, and same shall be MCRLP’s sole property, andMCRLP shall have the sole right to settle any claim in connection with anyProperty.  The term “material taking”shall be defined to mean the institution of any proceedings, judicial,administrative or otherwise which would (a) reasonably be expected to reducethe aggregate useable square footage of any portion of a any building or reducethe aggregate size of any parcel of land by more than ten percent (10%), (b)entitle a Tenant to terminate its Lease, (c) cause access to any Property to betaken or materially diminished (i.e., such taking does not provideaccess to a publicly dedicated street or is an impediment to traffic flow fromand to any Property), or (d) result in parking no longer being in compliancewith applicable zoning laws and the Contributors are unable to remedy suchnoncompliance prior to Closing.

 

19.                                 **TRANSFER RESTRICTIONS; RIGHT OF FIRST REFUSAL.**

 

## 19.1.                        (a)                                  Except as explicitly set forth herein, eachContributor agrees that the Contributor Units may not be sold, assigned,transferred or in any manner disposed of (collectively, “**Transferred**”) or redeemed for shares ofCommon Stock until after the first anniversary of the Closing Date (the “**Anniversary**”).

 

### (b)                                 The Contributor Units may be pledged or encumbered atany time but only upon thirty (30) days prior written notice to MCRLP, providedthat the secured party agrees to enter into such agreements with theContributor and MCRLP as MCRLP reasonably requests in connection with thepledge or encumbrance.  Any foreclosureor transfer by such a secured party shall be considered a Transfer, which maynot occur until the Anniversary and shall be subject to the provisions ofSections 19.1(a) and 19.2 hereof. Thereafter, the Contributor Units and/or shares of Common Stockunderlying the Contributor Units (the “**UnderlyingShares**”) may only be Transferred (i) privately in accordance withthe terms of the OP Agreement and this Article 19, or (ii) in the form ofUnderlying Shares only, publicly, including pursuant to Rule 144 under theSecurities Act, to the extent available (subject to the restrictions of theSecurities Act and the rules and regulations promulgated thereunder).

 

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## 19.2.                        (a)                                  IfContributor or any permitted transferee thereof (including any Transferpursuant to a foreclosure or transfer by a secured party as contemplated bySection 19.1(b) above (a “**Selling Contributor**”)receives a bona fide written offer to purchase part or all of its/hisContributor Units or Underlying Shares in a privately negotiated transactionwhich it/he desires to accept, such Contributor shall not sell, transfer, orotherwise dispose of (the “Proposed Disposition”) such Units or UnderlyingShares (the “**Disposition Securities**”)to a third party (the “**Proposed Purchaser**”),unless, prior to such Proposed Disposition, such Contributor shall havepromptly reduced the terms and conditions, if any, of the Proposed Dispositionto a reasonably detailed writing and shall have delivered written notice (the “**Disposition Notice**”) of such ProposedDisposition to MCRLP.  All offers topurchase Contributor Units or Underlying Shares must be for cash.  The Disposition Notice shall contain anirrevocable offer to sell all, but not less than all, the DispositionSecurities to the Proposed Purchaser upon the same terms (including price) andsubject to the same conditions, if any, as those contemplated by the ProposedDisposition, and shall be accompanied by a true and correct copy of theagreement embodying the terms and conditions, if any, of the ProposedDisposition (which shall identify the Proposed Purchaser, the DispositionSecurities, the consideration and method of payment contemplated by theProposed Disposition and all other terms and conditions, if any, of theProposed Disposition).

 

### (b)                                 Anysuch Proposed Purchaser must be an “accredited investor” (as such term isdefined in Rule 501(a) of Regulation D under the Securities Act) at the timethat any Disposition Securities are transferred.

 

### (c)                                  MCRLPshall have the irrevocable right and option (the “**Purchase Option**”), to accept such irrevocable offer topurchase the Disposition Securities which are subject to the ProposedDisposition by delivering to the Selling Contributor written notice of theexercise of its Purchase Option with respect to the Disposition Securities (an “**Exercise Notice**”) within five (5) businessdays after receipt of the Disposition Notice (the “**Notice Period**”).

 

### (d)                                 IfMCRLP shall have timely delivered its Exercise Notice with respect to theDisposition Securities, all certificates for the Disposition Securities shallbe delivered to MCRLP at a closing to be held on the later of the date on whichthe Proposed Disposition, if accepted, would close or five (5) business daysafter such Exercise Notice is given, at the offices of Pryor Cashman Sherman& Flynn LLP located at 410 Park Avenue, New York, New York 10022, Attn:Blake Hornick.  At such closing, MCRLPshall deliver to the Selling Contributor in immediately available funds theamount of the purchase price set forth in the Disposition Notice due againstthe simultaneous delivery of certificates representing the DispositionSecurities so disposed of, duly endorsed in blank or accompanied by a stockpower or powers duly endorsed in blank, and in proper form for transfer,together with any necessary stock-transfer stamps, and such DispositionSecurities shall be delivered free and clear of all liens, security interestsand encumbrances whatsoever.

 

### (e)                                  IfMCRLP (i) notifies the Selling Contributor that it is not exercising itsPurchase Option prior to the expiration of the Notice Period or (ii) does notdeliver an Exercise Notice prior to the expiration of the Notice Period, MCRLPshall be deemed to have waived its Purchase Option in which event the SellingContributor may sell the Disposition Securities to the Proposed Purchaser for aperiod of thirty (30) days after the expiration of the Notice Period (in

 

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### which event the transferee shall take freeand clear of the restrictions set forth in this Article 19); provided, however,that such Disposition Securities are sold to the Proposed Purchaser at a pricenot less than that contained in the Disposition Notice and on terms andconditions, if any, not more favorable to the Proposed Purchaser than thosecontained in the Disposition Notice.  IfContributor wishes to sell all or any part of the Disposition Securities onterms more favorable to the Proposed Purchaser than those set forth in the DispositionNotice or does not sell such Disposition Securities on the terms and conditionscontained in the Disposition Notice within the aforementioned thirty (30) dayperiod, it/he shall again be obligated to make new offers to the ProposedPurchaser, in accordance with this Section 19, before it/he shall be permittedto consummate a Proposed Disposition of the Disposition Securities, or any partthereof, in a privately negotiated transaction.

 

## 19.3.                        Notwithstanding any other limitations or requirementsincluded in this Section 19, each Contributor shall have the right to (i)Transfer all or any portion of such Contributor’s Contributor Units to (A) aspouse, sibling, parent or lineal descendant of such Contributor (each a “**Family Member**”) or (B) to a trust,partnership, limited liability company or other entity for the benefit, ordirectly or indirectly owned by, as the case may be, of the Contributor or anyFamily Member, on a combination of the foregoing and (ii) pledge or encumberits Contributor Units without complying with Section 19.2, as contemplated bySection 19.1(b) hereof provided that:

 

### (a)                                  anylender shall subsequently comply with the provisions of Sections 19.1(a) and19.2 in connection with any transfer or other disposition following a collateralsale of such Contributor Units;

 

### (b)                                 thetransferring or assigning Contributor shall notify MCRLP, in writing, thirty(30) days in advance of such Transfer and provide such information as MCRLPshall reasonably request;

 

### (c)                                  thetransferee shall (i) execute such documents and instruments as MCRLP mayreasonably request as necessary or appropriate, including without limitation, ajoinder agreement whereby the transferee agrees to be bound by the terms andconditions of this Agreement and the OP Agreement and (ii) provide MCRLP withwritten assurances, in form and substance satisfactory to MCRLP and itscounsel, that such transferee is an “accredited investor” (as such term isdefined in Rule 501(a) of Regulation D under the Securities Act); and

 

### (d)                                 anytransferee receiving Units shall be subject to the restrictions of Sections19.1(a) and 19.2 hereof.

 

## 19.4.                        Notwithstandingany other limitations or requirements included in this Section 19, in theevent that, pursuant to Section 1.2, one or more Properties is transferreddirectly to MCRLP by a Property LLLP, any such Property LLLP shall be permittedto distribute to its partners, in liquidation or otherwise any and all Unitsreceived pursuant to such transfer.  AnyUnits distributed to a partner pursuant to this Section 19.4 maysubsequently be transferred by such partner pursuant to Section 19.3.

 

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20.                                 **REGISTRATION RIGHTS.**

 

## 20.1.                        Onor about one (1) year from the later of (i) the Closing Date or (ii) the OutsideClosing Date (the “**Anniversary Date**”),the Company shall, at its expense, register with the Securities and ExchangeCommission, on a Registration Statement on Form S-3, at its election and in itssole discretion either (i) the initial issuance of the shares of the Company’sCommon Stock into which the Units may be converted on or after the AnniversaryDate, as a primary offering on a shelf registration statement pursuant to Rule415 under the Securities Act, or (ii) the public resale of the Company’s CommonStock into which the Units may be converted on or after the Anniversary Date,as a secondary offering on a resale shelf registration statement pursuant toRule 415 under the Securities Act.  Ifthe Company elects option (ii), it shall, at its expense, use its best effortsto maintain the effectiveness of such shelf registration statement until theearlier of (i) such time as when all of the shares of Common Stock into whichthe Units may be converted have been disposed of or (ii) two (2) years after theredemption of all of the Units into Common Stock.  Notwithstanding anything in this Section 20.1to the contrary, if at the Anniversary Date, the Company determines, in thegood faith judgment of its Board of Directors, with the advice of counsel, thatthe filing of either such shelf registration statement would require thedisclosure of non-public material information the disclosure of which wouldhave a material adverse effect on MCRLP or the Company, or would otherwiseadversely affect a material financing, acquisition, disposition, merger orother significant transaction, the Company shall deliver a certificate to sucheffect signed by its Chief Executive Officer and President, to the holders ofthe Units, and the Company shall not be required to effect a registrationpursuant to this Section 20.1 until thirty (30) days after the date upon whichsuch material information is disclosed to the public or ceases to be material.

 

21.                                 **DEBT MAINTENANCE.**

 

## 21.1.                        Thefollowing terms shall have the following meanings, as used in this Agreement:

 

“**Accounting Firm**” has the meaning setforth in Section 22.7 below.

 

**“Contributor Debt Amount”** means,for each Contributor, the amount set forth opposite such Contributor’s name on **Schedule 21.1** annexed hereto (whichamount shall be determined immediately prior to Closing), and collectively,with respect to all of the Contributors, an amount equal to the Assumed DebtAmount.

 

“**Contributor Guarantee**” has the meaningset forth in Section 21.2(a).

 

“**Contributor Indemnity”**means, withrespect to each Contributor, the guarantee of any Qualified Indebtedness orindemnity of Second Tier Debt made by such Contributor hereunder, and “**Contributor Indemnities**”means, collectively, all suchguarantees or indemnities.

 

**“Dissolution Proceeds”** meansamounts received by creditors in respect of unsecured Partnership Debt uponMCRLP’s dissolution and liquidation.

 

**“First Tier Debt”**means the “bottomportion” of unsecured Partnership Debt, such that First Tier Debt will be (i)the last portion of such Partnership Debt to be reduced or eliminated by

 

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refinancings, pay downs or pay offs of PartnershipDebt in the ordinary course of business; and (ii) the first portion of thePartnership Debt subject to Indemnities to be discharged by any DissolutionProceeds.

 

**“First Tier Indemnity”** or **“First Tier Indemnities”**means a guarantee or indemnity ofFirst Tier Debt.

 

**“Indemnities”**means, at anytime, collectively, all of the First Tier Indemnities, the Second TierIndemnities, and the Third Tier Indemnities then in effect.

 

“**Make-Whole Payment**” has the meaning setforth in Section 22.4 below.

 

**“Partnership Debt”** means anydebt (within the meaning of Section 752 of the Code) that MCRLP and/or any ofits subsidiaries or affiliates have incurred, and may hereafter incur, whichmay or may not be secured in whole or in part by property owned directly orindirectly by MCRLP and which may or may not be guaranteed by MCRLP and/or anysubsidiary or affiliate of MCRLP that owns or becomes the owner of property.

 

“**Qualified Indebtedness**” means, withrespect to each real property asset, indebtedness provided by any lender andsecured by such real property asset of MCRLP or any of its subsidiaries oraffiliates that, at the time incurred, did not exceed seventy percent (70%) ofthe fair market value of the real property asset at such time (as determined ingood faith by MCRLP).

 

“**Refinanced Debt**” has the meaning setforth in Section 21.2(a).

 

“**Representatives**” means Albert H. Small,Theodore N. Lerner, Ralph Ochsman, Richard Perkins, Gudelsky Brothers, ageneral partnership, or any successors thereto. Any notice to the Representatives required under this Agreement shall bedelivered to such Representatives in accordance with the provisions of Article26, and any notice so delivered shall be deemed notice to eachContributor.  The Contributors’ counsel(as designated in Article 26 of this Agreement) shall promptly provide writtennotice to MCRLP of the name of any successor representative(s) and each suchsuccessor representative’s notice address and telephone and facsimile numbers.

 

“**Restricted Period**” has the meaning setforth in Section 22.1.

 

**“Second Tier Debt**” means the “middle”portion of unsecured Partnership Debt, such that Second Tier Debt will be: (i)the portion of such Partnership Debt that will be reduced or eliminated byrefinancings, pay downs or pay offs of Partnership Debt in the ordinary courseof business only after Third Tier Debt has been eliminated, but prior to anyreduction of First Tier Debt; and (ii) the portion of the Partnership Debtsubject to Indemnities that will be discharged by Dissolution Proceeds afterall First Tier Debt has been discharged by Dissolution Proceeds.

 

**“Second Tier Indemnity”** or **“Second Tier Indemnities”** means an indemnity or guarantee ofSecond Tier Debt.  MCRLP and/or theCompany will be able to designate a guarantee or indemnity as a Second TierIndemnity if the guarantee or indemnity arises in

 

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connection with a significant transaction (asdetermined in accordance with MCRLP and/or the Company policy), or atransaction involving more than one property.

 

**“Third Tier Debt”** means the “top”portion of unsecured Partnership Debt, such that Third Tier Debt will be (i)the first portion of such Partnership Debt to be reduced or eliminated byrefinancings, pay downs or pay offs of Partnership Debt in the ordinary courseof business; and (ii) the last portion of Partnership Debt that is a subject ofIndemnities to be discharged by any Dissolution Proceeds.

 

**“Third Tier Indemnity”**or **“Third Tier Indemnities”**means an indemnity or guarantee ofThird Tier Debt. The Contributor Indemnities constitute Third Tier Indemnities.

 

Solely for purposes of this Article 21 and Article 22, (i) a “**Contributor**” includes a Contributor as otherwise defined forpurposes of this Agreement, but also any Property LLLP which contributes aProperty to MCRLP pursuant to Section 1.2, and, subject to Section 21.5, anyperson to whom a Contributor (as defined in this paragraph) may transfer aContributor Unit pursuant to Section 19.3 or Section 19.4, and (ii) forpurposes of Section 22, “**Property**”includes any Exchange Property.

 

## 22.2.                        (a)                                  Duringthe Restricted Period (as hereinafter defined), MCRLP shall make available andpermit each Contributor to guarantee the “bottom portion” of the Assumed Debtup to an amount equal to the Contributor’s Contributor Debt Amount.  If MCRLP shall refinance any Assumed Debtguaranteed by the Contributors (“**RefinancedDebt**” and together with Assumed Debt “**Capital Office Debt**”) and such Refinanced Debt shall beQualified Indebtedness, then, during the Restricted Period, MCRLP shall permiteach Contributor to guarantee the “bottom portion” of such Refinanced Debt upto an amount equal to the Contributor’s Contributor Debt Amount.  In the event that Mack-Cali shall, in itssole discretion, at any time repay, in whole or in part, any Capital OfficeDebt or other Partnership Debt that one or more Contributors guaranteed orindemnified and, immediately after such repayment, the amount of the remainingoutstanding balance of such debt, if any, would be less than the amountguaranteed or indemnified or the debt remaining, if any, would not constituteQualified Indebtedness, then, during the Restricted Period, MCRLP shall at itsoption and in its sole and absolute discretion permit each Contributor eitherto: (i) guarantee the “bottom portion” of other secured Partnership Debt thatis Qualified Indebtedness up to an amount equal to the Contributor’sContributor Debt Amount; provided, however, that the aggregate amountguaranteed by the Contributors with respect to such Partnership Debt does notexceed one-third of the fair market value of the property securing suchPartnership Debt (as determined in good faith by MCRLP as of the time suchguarantee is entered into) (a “**ContributorGuarantee**”); or (ii) so long as the condition in the next sentencebelow is satisfied, provide a Second Tier Indemnity of MCRLP and/or the Companyfor an amount of Second Tier Debt up to the Contributor’s Contributor DebtAmount.  Notwithstanding anything hereinto the contrary, MCRLP may elect in accordance with this Section 21.2(a) orSection 21.2(b) to permit a Contributor to provide a Second Tier Indemnity onlyif at the time such Second Tier Indemnity is entered into, and at anysubsequent time any First or Second Tier Indemnity is entered into, (i) totalunsecured Partnership Debt shall not exceed seventy percent (70%) of the excessof the aggregate fair market value of all of the assets of MCRLP (as determinedin good faith by MCRLP), over the aggregate amount of any Partnership Debtsecured by such assets, and (ii) the

 

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## aggregate of all First Tier Indemnities andSecond Tier Indemnities shall not exceed thirty percent (30%) of the excess ofthe aggregate fair market value of the assets of MCRLP (as determined in goodfaith by MCRLP), over the aggregate amount of any Partnership Debt secured bysuch assets; and provided further that MCRLP may, in its sole discretion, (i)require a Contributor which has provided a Contributor Guarantee or a SecondTier Indemnity, as the case may be, to release all or a portion of such ContributorGuarantee or Second Tier Indemnity, provided that MCRLP immediately permitssuch Contributor to provide a Second Tier Indemnity meeting the requirements ofthis Section 21.2(a) or Contributor Guarantee, respectively, in the same amountof such Contributor Guarantee or Second Tier Indemnity being released.  In no event shall the aggregate amount of (i)Partnership Debt permitted to be guaranteed by a Contributor pursuant toSection 21.2(a) and (ii) the amount of any Second Tier Indemnity of such Contributorexceed, at any single time, such Contributor’s Contributor Debt Amount.

 

### (b)                                 Notwithstandinganything herein to the contrary, the Contributors acknowledge and agree thatMCRLP may at any time and at its option elect to require that: (i) any guaranteeby a Contributor of any Capital Office Debt, upon repayment, in whole or inpart, of the Capitol Office Debt as described in Section 21.2(a), besubstituted for a Contributor Guarantee up to the Contributor’s ContributorDebt Amount; (ii) any Contributor Guarantee be substituted (at MCRLP’s option)for either (A) any other Contributor Guarantee up to the Contributor’sContributor Debt Amount or (B) a Second Tier Indemnity meeting the requirementsof Section 21.2(a) up to the Contributor’s Contributor Debt Amount; or (iii) aSecond Tier Indemnity meeting the requirements of Section 21.2(a) besubstituted for a Contributor Guarantee up to the Contributor’s ContributorDebt Amount; provided, however, that

 

#### (i)                                     ifeither (a) a Contributor guarantees Refinanced Debt or provides a ContributorGuarantee, in either case pursuant to Section 21.2(a), or (b) MCRLP elects tosubstitute either (A) a Contributor Guarantee or (B) Second Tier Indemnity,with a Contributor Guarantee pursuant to this Section 21.2(b), MCRLP shallprovide the Representatives with a side letter in the form of **Exhibit U**;

 

#### (ii)                                  if(a) a Contributor provides a Second Tier Indemnity pursuant to Section 21.2(a),or (b) MCRLP elects to substitute a Contributor Guarantee with a Second TierIndemnity pursuant to this Section 21.2(b), MCRLP and the Company shall providethe Representatives with a letter in the form of **Exhibit V**; or

 

#### (iii)                               ifany First or Second Tier Indemnity is entered into after the date of thisAgreement, MCRLP and the Company shall provide the Representatives with aletter in the form of **Exhibit W**.  Any letter required to be provided pursuantto this Section 21.2(b) shall be provided to the Representatives, and shall beeffective, on the date any such First or Second Tier Indemnity is entered intoor substituted.

 

### (c)                                  Ifa Contributor shall guarantee, or provide an indemnity with respect to,Partnership Debt as described in this Section 21.2, MCRLP and/or the Companyshall permit such Contributor to execute a guaranty agreement substantially inthe form of the guaranty agreement that has been provided by Contributors’ taxcounsel (a copy of such form guaranty agreement is annexed hereto as **Exhibit S**), or MCRLP and/or the Companyand such Contributor agree to enter into an indemnification agreementsubstantially in the form annexed

 

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### hereto as **Exhibit K**.  If, inaccordance with Sections 21.2(a) or 21.2(b), MCRLP intends to (i) refinance anyAssumed Debt that one or more Contributors has guaranteed with Refinanced Debtor (ii) repay, in whole or in part, or substitute any Capital Office Debt orother Partnership Debt that one or more Contributors has guaranteed orindemnified and, immediately thereafter, the amount of the remaining outstandingbalance of such debt would be less than the amount guaranteed or indemnified orwould not constitute Qualified Indebtedness, then MCRLP shall provide writtennotice to the Representatives, together with an opportunity for each suchContributor to guarantee or indemnify other Partnership Debt in accordance withSections 21.2(a) and 21.2(b).  The noticedescribed in the immediately preceding sentence shall be deemed to have beensatisfied so long as MCRLP delivers such notice to the Representatives at leastthirty (30) calendar days prior to any such refinancing of Assumed Debt orrepayment, in whole or in part, of any Partnership Debt.  Such written notice shall be delivered byMCRLP to the Representatives and shall describe the Capital Office Debt orPartnership Debt which shall be subject to a guarantee, if applicable, andshall contain the form of guarantee agreement or indemnification agreement, asapplicable, to be executed by the Contributors and returned to MCRLP withinsuch thirty (30) day period ending on the date of refinancing or repayment ofCapital Office Debt or Partnership Debt (the “**ConsentPeriod**”).  Any Contributorthat has received such notice and fails to execute and deliver such guaranteeor indemnity to MCRLP within the Consent Period (a “**Contributor Default**”) shall be deemed to have elected not toexecute such indemnity or guarantee and shall hold MCRLP harmless from any andall damages resulting therefrom, including, without limitation, any taxableincome or gain that such Contributor shall be required to recognize as a resultof a reduction in liabilities that are allocated to such Contributor underSection 752 of the Code and the Treasury Regulations thereunder.

 

### (d)                                 Inconnection with the guarantee of any Partnership Debt, MCRLP and/or the Companyand each Contributor agree that such guarantee agreement shall satisfy thefollowing conditions:  (i) the executedguarantee agreement must be delivered to the lender and (ii) the execution ofthe guarantee by the Contributors must be acknowledged by the lender as aninducement to it to make a new loan, to continue an existing loan (whichcontinuation is not otherwise required), or the grant of a material consentunder an existing loan (which consent is not otherwise required to be granted)or, alternatively, the guarantee must be with respect to a loan that, under theterms thereof, (A) is governed by New York law and either the loan is securedby property located in New York, the lender has a significant place of businessin New York (with any bona fide branch or office of the lender through whichthe loan is made, negotiated, or administered being deemed a “significant placeof business” for the purposes hereof), or the lender obtained in connectionwith such loan an opinion of counsel to the effect that such provisionsregarding New York law are enforceable, or (B) is governed by the laws ofanother state that has a statutory provision or applicable controlling judicialdecisions that are comparable to Sections 5-1103 and 5-1401 of the New YorkGeneral Obligations Law and the conditions set forth in clause (A) with respectto New York would be satisfied with respect to such other state.  Notwithstanding anything herein to thecontrary and provided that the conditions in the immediately preceding sentencehave been satisfied, the Contributors agree that if it is determined by anycourt or Taxing authority that the guarantee shall not be respected neitherMCRLP nor the Company shall have any obligation (x) for any damages, including,without limitation, any adverse tax consequences, incurred by any Contributoror (y) to make a Make-Whole Payment.

 

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### (e)                                  EachContributor shall, if and to the extent reasonably requested by the Companyfrom time to time, establish to the reasonable satisfaction of the Company thatthe guarantee of the “bottom portion” of the Assumed Debt, Refinanced Debt orany other Partnership Debt or the indemnification of Second Tier Debt isnecessary to prevent such Contributor from recognizing any income or gain as aresult of a reduction in liabilities that are allocated to such Contributorunder Section 752 of the Code and the Treasury Regulations thereunder.

 

### (f)                                      Except in the event of a Contributor Default,if, at any time during the Restricted Period, MCRLP shall fail to makeavailable to or permit any Contributor to guarantee or indemnify anyPartnership Debt described in Section 21.2(a), MCRLP shall be liable to suchContributor to the extent that such Contributor recognizes taxable income orgain as a result of MCRLP’s breach of its obligations under Section 21.2 andMCRLP shall pay to such Contributor an amount equal to the Make-Whole Paymentas determined in accordance with Section 22.4.

 

### (g)                                   Upon the expiration of the Restricted Period,and notwithstanding anything herein to the contrary, (x) the Contributors shallhave no right to guarantee or indemnify MCRLP and/or the Company for anyPartnership Debt and (y) none of MCRLP, the Company and/or any of their subsidiariesor affiliates shall be under any obligation (either express or implied) to haveor maintain (or cause to have or maintain), at any such time, any PartnershipDebt available for Contributor Indemnities, and MCRLP and/or the Companyreserves the right at any such time and in their sole discretion to refinance,pay off or pay down (or cause to be refinanced, paid off or paid down) anyportion of the Partnership Debt, even if such refinancing, pay off or pay downresults in the Contributor and/or Unit Holders being required to recognizeincome or gain for tax purposes.

 

## 21.3.                        EachContributor hereby acknowledges and agrees as follows:

 

### (a)                                  Subjectonly to Section 21.2, MCRLP and/or the Company (in their sole discretion)reserve the right, at any time in the future, to make additional commitments,in connection with the issuance of additional Units in exchange for otherproperties in tax deferred transactions, to permit guarantees or indemnities ofPartnership Debt which are designated by MCRLP and/or the Company (in theirsole discretion) as: (i) First Tier Indemnities, in which case such guaranteesor indemnities would be pari passu in all respects with any other thenoutstanding First Tier Indemnities; (ii) Second Tier Indemnities, in which casesuch guarantees or indemnities would be pari passu in all respects with anyother then outstanding Second Tier Indemnities; and (iii) Third TierIndemnities, in which case such guarantees or indemnities would be pari passuin all respects with any other then outstanding Third Tier Indemnities(including any then outstanding Contributor Indemnities).  Thus, subject only to its obligations underSection 21.2, MCRLP and/or the Company may, at any time and in their solediscretion permit new partners of MCRLP to guarantee a portion or portions ofPartnership Debt or indemnify MCRLP and/or the Company for a portion orportions of the Partnership Debt, and to designate the portion or portions ofthe Partnership Debt (e.g., First Tier Debt, Second Tier Debt, ThirdTier Debt) which will be guaranteed or for which MCRLP and/or the Company willbe indemnified, thereby making no Partnership Debt available for anyContributor to guarantee or indemnify, or altering the priority or level ofthen available Partnership Debt, in terms of risk and amount, that anyContributor may guarantee or indemnify.

 

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### (b)                                 MCRLPand/or the Company have prior and present commitments to permit other personsto guarantee or indemnify MCRLP and/or the Company for portions of thePartnership Debt including, but not limited to, First Tier Debt in the amountof approximately $508,000,000 (which, subject to Section 21.2, may be increasedor decreased from time to time in the Company’s discretion for past, presentand future commitments).  The amount ofFirst Tier Debt, at any time, shall equal the amount of the outstanding FirstTier Indemnities at such time (which may be increased or decreased from time totime in the Company’s discretion for past, present or future commitments).  The amount of Second Tier Debt, at any time,shall equal the amount of the outstanding Second Tier Indemnities at such time,(which may be increased or decreased from time to time in the Company’sdiscretion for past, present and future commitments).  The amount of Third Tier Debt, at any time,shall equal the amount of the outstanding Third Tier Indemnities at such time,(which may be increased or decreased from time to time in the Company’sdiscretion for past, present or future commitments).  The amount of First Tier Indemnities, SecondTier Indemnities and Third Tier Indemnities (and thus the amount of First TierDebt, Second Tier Debt and Third Tier Debt), at any time, is, subject to Section21.2, subject to change.

 

## 21.4.                        Theparties hereto hereby acknowledge that the provisions of this Article 21 areintended to reflect the policy established by MCRLP and the Company regardingguarantees and indemnities (and their relative priorities) with respect toPartnership Debt.  In connection withthis policy, each Contributor hereby acknowledges and agrees as follows:

 

### (a)                                  Inthe event that MCRLP, the Company and/or any of their subsidiaries oraffiliates, in the ordinary course of business, refinances, pays down or paysoff any portion of unsecured Partnership Debt (which, subject to Section 21.2,MCRLP, the Company and/or any of their subsidiaries or affiliates may do at anytime and in their sole discretion), such that the total outstanding unsecuredPartnership Debt is, at any time, less than the aggregate amount of the thenoutstanding guarantees and indemnities, the then outstanding Second TierIndemnities (including the Contributor Indemnities) will be the secondguarantees and indemnities (i.e., after the Third Tier Indemnities and beforethe First Tier Indemnities) to be reduced (and possibly eliminated), subject toSection 21.2, pari passu.  At any time,and subject to Section 21.2, only the amount of outstanding unsecuredPartnership Debt in excess of the sum of the then outstanding First TierIndemnities will be available for the Second Tier Indemnities. In the eventthat there is a reduction (and possible elimination) of Second Tier Indemnities(including the Contributor Indemnities) during the Restricted Period, thenunless MCRLP makes available to the affected Contributor the opportunity toenter into a Contributor Guarantee meeting the requirements of Section 21.2(a)and 21.2(b), MCRLP shall be in violation of Section 21.2.

 

### (b)                                 Uponthe dissolution and liquidation of MCRLP, any Dissolution Proceeds will bedeemed to discharge, first, the First Tier Debt, second the Second Tier Debt,and then the Third Tier Debt.  As aresult, the Second Tier Indemnities (including the Contributor Indemnities)will be the second guarantees and indemnities (i.e., after the FirstTier Indemnities and before the Third Tier Indemnities) to be discharged uponthe realization by creditors of Dissolution Proceeds, such that, if, upon thedissolution and liquidation of MCRLP, total Dissolution Proceeds are less thanthe then total outstanding Partnership Debt subject to Indemnities, thosepersons then having Second Tier Indemnity obligations (including theContributors, if the

 

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### Contributor Indemnities are then in effect)will be required to pay out on such obligations prior to those persons thenhaving First Tier Indemnity obligations.

 

## 21.5.                        Notwithstandinganything in this Article 21 to the contrary, upon the expiration of theRestricted Period, except to the extent that Second Tier Debt is otherwiseavailable and MCRLP and/or the Company willfully precludes any Contributor fromexercising it/his rights under Section 21.2, it is hereby expressly understoodand agreed by the Contributors that the Contributors shall have no recourseagainst either MCRLP, the Company or any of their subsidiaries or affiliates,and neither MCRLP, the Company nor any of their subsidiaries or affiliatesshall incur any liability whatsoever to the Contributors by virtue of this Article21; provided, however, that nothing in this Section 21.5 shall limit anyremedies of the Contributors for any breach by MCRLP or the Company of itsobligations under this Agreement.

 

## 21.6.                        Inthe event and to the extent that any Contributor: (i) obtains a tax-freestep-up in the basis of any of its Contributor Units for federal income taxpurposes (e.g., in the event of death); (ii) sells, transfers orotherwise disposes of any of its Contributor Units in a taxable transaction;(iii) receives a Make-Whole Payment from MCRLP and/or the Company pursuant toSection 22.4 hereof; or (iv) allocations are made pursuant to Section 704(c) ofthe Code that reduces the amount of any Built-in-Gain (as defined in Section22.4 hereof), then the Contributor Debt Amount shall be appropriately reduced.

 

## 21.7.                        Theprovisions of this Article 21 shall survive the Closing for the applicableperiod of the statute of limitations following the expiration of the RestrictedPeriod.

 

22.                                 **SALE OF THE PROPERTY.**

 

## 22.1.                        (a)                                  Forthe period ending on the tenth (10th) anniversary of the ClosingDate, (the “**Restricted Period**”),none of MCRLP, the Company or any of their subsidiaries or affiliates maydispose of or transfer, in any manner, any Property except:  (i) in an entirely tax-free like-kindexchange which satisfies the requirements of Code Section 1031 and the TreasuryRegulations promulgated thereunder; (ii) if a sale or disposition of suchProperty would not result in recognition of all or any part of the Built-inGain (as hereinafter defined) by any Contributor; (iii) in accordance withSection 22.2; or (iv) if MCRLP pays to each Contributor an amount which, afterthe payment of all federal, state and local income Taxes payable with respectto such amount, would be equal to the federal, state, and local income Taxespayable by such Contributor resulting from the recognition of the Built-in Gaintriggered by such sale (as determined in accordance with Section 22.4).

 

### (b)                                 Ifany Property is transferred pursuant to clauses (i) through (iii) of Section22.1(a) above in a transaction in which gain or loss is not required to berecognized for federal income tax purposes in whole or in part, the direct andindirect interest of MCRLP (adjusted, as appropriate, taking into account theprinciples of Section 21.5) in such Property or any property received inexchange thereof, as appropriate, thereafter shall also be considered aProperty subject to all of the restrictions of this Article 22 for the balanceof the Restricted Period (and if the acquiring entity’s disposition of theProperty would cause a Contributor to be required to recognize Built-in Gain asa result thereof, the transferred Property shall continue to be

 

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### considered a Property for purposes of thisArticle 22 (adjusted, as appropriate, taking into account the principles ofSection 21.5)).

###  

## 22.2.                        NotwithstandingSection 22.1 above, each Contributor agrees that during the Restricted Period,the Property may be disposed of at any time (without any liability to MCRLP,the Company or any of their subsidiaries or affiliates) in connection witheither of:

 

### (a)                                  thesale, transfer or disposition of all or substantially all of the propertiesowned by MCRLP, which, in MCRLP’s sole judgment, is determined to be in thebest interests of the Company and its public stockholders; provided, however,that MCRLP and the Company shall use commercially reasonable efforts tostructure any such transaction to (i) avoid or defer the recognition of any taxableincome or gain or (ii) minimize any adverse tax consequences, in either case tothe Contributors, provided that if and to the extent that such transaction isstructured to (i) avoid or defer the recognition of any taxable income or gainor (ii) minimize any adverse tax consequences, in either case to any direct orindirect partner or group of partners of MCRLP in connection with suchtransaction, such transaction shall be structured to provide equivalent andproportionate treatment to the Contributors (taken into account in theaggregate and as a group); and providedfurther that any failureof the Company or MCRLP to treat the Contributors in the manner provided for inthis Section 22.2(a) shall be considered a breach of its obligations underSection 22.1; and

 

### (b)                                 asale (including without limitation a transfer to a secured lender in lieu offoreclosure) which the Board of Directors of the Company, in its sole, goodfaith judgment, determines is reasonably necessary (i) to satisfy any actualmaterial monetary default on any unsecured debt, judgment or liability ofMCRLP, the Company or any of their subsidiaries or affiliates when they becomedue (at maturity or otherwise) or (ii) to cure or satisfy any actual materialmonetary default on any mortgage secured by the Property; provided, however,that no such sales shall be made under clause (b) unless MCRLP is unable tosettle or refinance any such debts, judgments or liabilities, or cure orsatisfy any such defaults, after making commercially reasonable efforts to doso under then prevailing market conditions. In making any sale pursuant to this clause (b), MCRLP covenants andagrees that it shall not unreasonably discriminate against the Properties (ascompared to any other properties held by MCRLP) and shall use commerciallyreasonable efforts (i) to ensure that the Contributors as a group are treatedfairly, equitably, and, in any event, in a manner not less favorable than anyother direct or indirect partner or groups of partners of MCRLP, (ii) to ensurethat, to the extent reasonably practicable, any such disposition is effected insuch a manner as any other direct or indirect partner or groups of partners ofMCRLP, in the aggregate as a group recognize under Code Section 704(c) as aresult of such disposal the same portion of such income and gain that theContributors in the aggregate recognize as a result of such disposal, expressedas a percentage of the aggregate income and gain that any other direct orindirect partner or groups of partners of MCRLP (each taken into account in theaggregate and as a group) or the Contributors in the aggregate, respectively,would recognize under Code Section 704(c) as a result of a hypothetical, fullytaxable sale of all of the assets of MCRLP at the time of such disposal, and(iii) to otherwise minimize any adverse tax consequences to theContributors.  In the case of anydisposition of any of the Properties pursuant to this Section 22.2(b), holdersof the Units may attempt to obtain title to the Property in question so long asany equity in the Property is not lost or jeopardized.  Moreover, in the event of an anticipatedtransfer of any of the Property to a secured lender in lieu

 

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### of foreclosure, or foreclosure, MCRLP shalluse commercially reasonable efforts to provide the Contributors with the rightto cure the underlying default including the right to loan MCRLP the fundsnecessary to cure the default on an unsecured basis, as well as the right tolimit such funds to MCRLP and to receive security for any such loan from MCRLP(or its appropriate subsidiary or affiliate) in the form of a second mortgagesecured solely by such Property (but only if the lender or lenders holding anyprior mortgage or mortgages on the Property expressly consent in writing to thegrant of the second mortgage, provided that neither such loan, whether securedor unsecured by the such Contributors nor the granting of any such secondmortgage to such holders violates any covenant in any loan agreement of MCRLP,the Company or any of their subsidiaries or affiliates).  The availability of the rights of theContributors set forth in the preceding sentence shall not in any eventmitigate the obligation of MCRLP and the Company to make the Make Whole Paymentotherwise required under Article 21 or Article 22, it being understood that noContributor shall be obligated to avail itself of the rights set forth in thisSection 22.2(b).

 

## 22.3.                        Afterthe expiration of the Restricted Period, the restrictions contemplated by thisArticle 22 shall terminate in their entirety, and the Property may be sold,transferred or otherwise disposed of at any time and in any manner that the feeowner (whether MCRLP or some other person or entity) may so choose.

 

## 22.4.                        Anyevent in Article 21 or this Article 22 that triggers the obligation of MCRLP tomake a Make-Whole Payment (as defined in the next sentence) is called a “**Triggering Event**”  MCRLP shall pay to each Contributor an amount(the “**Make-Whole Payment**”) equalto the aggregate federal, state and local income taxes, if any, incurred by theContributor as a result of a Triggering Event. Any such federal, state and local income taxes shall be deemed to be theamount of Built-in Gain required to be recognized by any Contributor multipliedby the then highest federal, state and/or local income tax rates applicable tosuch Built-in Gain for the year in which such Built-in Gain is recognized,grossed up to include any federal, state and local income taxes incurred by theContributor by reason of the receipt of the Make-Whole Payment.  No effect shall be given, in determining theamount of the Make-Whole Payment, to a Contributor’s taxable income, taxdeductions, tax credits, tax carry forwards nor to any other of their taxbenefits or tax attributes (except that state and local Taxes paid on accountof the Make-Whole Payment shall be deducted in determining federal income Taxesfor purposes of determining the Make-Whole Payment).  For purposes of this Agreement, the term “**Built-in Gain”** shall mean the amount oftaxable income and gain that would have been recognized by each Contributor onthe Closing Date if the Exchange Property had been sold in a taxabletransaction for an amount equal to the value of the Consideration on theClosing Date.

 

## 22.5.                        TheMake-Whole Payment shall be made within a reasonable period of time after theTriggering Event, but in no event later than: (i) April 10 of the year in whichthe Triggering Event occurs if the Triggering Event occurs prior to April 1 ofsuch year; (ii) June 10 of the year in which the Triggering Event occurs if theTriggering Event occurs after March 31 but prior to June 1 of such year; (iii)September 10 of the year in which the Triggering Event occurs if the TriggeringEvent occurs after May 31 but prior to September 1 of such year; and (iv)January 10 of the year immediately following the year in which the TriggeringEvent occurs if the Triggering Event occurs after August 31 of such year.  In addition to any other rights availableunder law or equity, in the event that MCRLP fails to pay any amounts owedpursuant to Article

 

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## 21 or this Article 22 when due, theContributor to whom such payment is owed shall be deemed to have loaned suchamount to MCRLP.  Any amounts payable toa Contributor shall be increased by an amount equal to the greater of (x)interest accrued on such amount at the Prime Rate from the date such amount isdue until such amount is paid in full and (y) actual interest and penaltiesaccrued by the relevant Taxing authorities with respect to such amounts plusany penalties actually imposed thereon by the relevant Taxing authorities.  The Make-Whole Payment shall be in additionto, and shall not in any manner reduce, the amounts distributable or payable tothe Contributors pursuant to the other provisions of this Agreement and the OPAgreement (calculated as if there had been no Make-Whole Payment).

 

## 22.6.                        MCRLPshall use the traditional method in the manner set forth in TreasuryRegulations Section 1.704-3(b) with respect to the contributions of theProperties pursuant to this Agreement and in connection with any revaluation ofthe same, except that a limited curative allocation pursuant to TreasuryRegulation Section 1.704-3(c) may be made by MCRLP;provided, however,that notwithstanding anything contained in this Agreement or elsewhere, for anytaxable year of MCRLP, no Contributor (or, to the extent that Section 1.2 isimplicated, no Property LLLP), may be allocated pursuant to this Section 22.6any income if, and to the extent that, such Contributor or Property LLLP wouldbe allocated (either pursuant to this Section 22.6 or otherwise) an amount ofincome of MCRLP with respect to each Unit held by such Contributor or PropertyLLLP in excess of the return of capital component of the dividends paid by theCompany with respect to a share of common stock of the Company in respect ofsuch taxable year.

 

## 22.7.                        Theparties agree that the sole and exclusive rights and remedies to which theContributors may be entitled at law or in equity in connection with anyTriggering Event shall be for payment of the Make-Whole Payment pursuant toArticle 21 or Article 22 of this Agreement, and no Contributor shall beentitled to enjoin or otherwise object to any transactions that would result ina taxable event or pursue any other claim with respect to a TriggeringEvent.  If any Contributor notifies MCRLPof a claim that MCRLP owes a Make-Whole Payment, the Company, on behalf ofMCRLP, and the Contributor shall negotiate in good faith to resolve anydisagreements regarding any such Triggering Event.  If any such disagreement cannot be resolvedby the parties within thirty (30) days after the receipt by MCRLP of the noticein accordance with the preceding sentence, the Company, on behalf of MCRLP, andthe Contributor shall jointly retain a nationally recognized independent publicaccounting firm (an “**Accounting Firm**”)to act as an arbitrator to resolve as expeditiously as possible all points ofany such disagreement (including, without limitation, whether a TriggeringEvent has occurred and, if so, the amount of the applicable Make-Whole Paymentthat the Contributor is entitled to as a result thereof, determined as setforth in Section 21.2(a)).  If theparties cannot agree on an Accounting Firm, each of the Company, on behalf ofMCRLP, and the Contributor shall retain an Accounting Firm, and the AccountingFirms selected shall jointly retain a third Accounting Firm.  If the two Accounting Firms cannot agree upona third Accounting Firm within thirty (30) days, such matter shall be referredto a court of competent jurisdiction to select the third Accounting Firm.  The Accounting Firms shall be instructed toresolve as expeditiously as possible all points of any such disagreement(including, without limitation, whether a Triggering Event has occurred and, ifso, the amount of the applicable Make-Whole Payment that the Contributor isentitled to as a result thereof, determined as set forth in Section 22.5).  All determinations made by the AccountingFirm or the Accounting Firms, as the case may be, with

 

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## respect to the resolution of whether aTriggering Event has occurred shall be final, conclusive and binding on MCRLPand the Contributor.  The fees andexpenses of any Accounting Firms incurred in connection with any suchdetermination shall be shared equally by MCRLP and the Contributor.

 

## 22.8.                        Theprovisions of this Article 22 shall survive the Closing for the applicableperiod of the statute of limitations following the expiration of the RestrictedPeriod.

 

## 22.9.                        ProceduralMatters.

 

### (a)                                  TaxTreatment of Transaction.  Each ofthe parties hereby agrees (I) that, if and to the extent Section 1.2 isimplicated, the transactions contemplated by this Agreement are to be treatedfor federal income tax purposes, as an “assets over form” merger, as prescribedby Treasury Regulations Sections 1.708-1(c)(3)(i); 1.708-1(c)(4); and1.708-1(c)(5), Example 4; (II) that such party will treat the transactionscontemplated by this Agreement as described in clause (I) for federal incometax purposes, and will take no position inconsistent with such treatment; and(III) that each such party will treat, for federal income tax purposes, thecontribution of any Transferred Interest to the MCRLP by each Contributorreceiving cash pursuant to Section 2.1(b) herein as a sale of the TransferredInterest(s) contributed by such Contributor and will take no position inconsistentwith such treatment.  The parties agreeand acknowledge (and will not take any position inconsistent therewith) that noconsideration (whether actual consideration or deemed consideration underSection 707(a) of the Code or otherwise) other than Contributor Units andAssumed Debt has been or will be given by MCRLP or the Company to theContributors in connection with the Transaction, except and only to the extentthat a Contributor elects to or, pursuant to Section 2.1(c)(ii) of thisAgreement is required to, receive cash for a portion or all of the ExchangeProperty being transferred to MCRLP.  Theparties agree to treat all liabilities of the Capitol Office Owners as “qualifiedliabilities” within the meaning of Treasury Regulation Section 1.707-5(a)(6).  The Contributors represent to MCRLP for thispurpose that, to the best of their knowledge, all such liabilities of theCapital Office Owners to be assumed by MCRLP at the time of the Closingconstitute “qualified liabilities” within the meaning of Treasury RegulationSection 1.707-5(a)(6).  MCRLP and theCompany shall not, at any time during or with respect to the Restricted Period,take any contrary or inconsistent position in any federal or state income taxreturns (including, without limitation, information returns, such as, forinstance, Schedules K-1 to IRS Form 1065, provided to partners in MCRLP andreturns of subsidiaries of MCRLP) or any dealings involving the InternalRevenue Service (including, without limitation, any audit, administrativeappeal or any judicial proceeding involving the income tax returns of MCRLP orthe Tax treatment of any holder of a partnership interest of MCRLP).

 

### (b)                                 AllocationMethods to be Followed.  All Tax returnsprepared by MCRLP during the Restricted Period that allocate liabilities ofMCRLP for purposes of Section 752 and the Treasury Regulations thereunder shalltreat each Contributor as being allocated for federal income tax purposes anamount of recourse debt (in addition to any nonrecourse debt otherwiseallocable to such Contributor in accordance with the OP Agreement and TreasuryRegulations Section 1.752-3 and any other recourse liabilities allocable tosuch Contributor by reason of guarantees of indebtedness entered into pursuantto other agreements with MCRLP) pursuant to Treasury Regulation Section 1.752-2equal to such Contributor’s Contributor Debt Amount, as

 

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### set forth on **Schedule 21.1**, and as may be reduced pursuant to the termsof this Agreement, and MCRLP and the Company shall not, during or with respectto the Restricted Period, take any contrary or inconsistent position in anyfederal or state income tax returns (including, without limitation, informationreturns, such as, for instance, Schedules K-1 to IRS Form 1065, provided topartners in MCRLP and returns of subsidiaries of MCRLP) or any dealingsinvolving the Internal Revenue Service (including, without limitation, anyaudit, administrative appeal or any judicial proceeding involving the incometax returns of MCRLP or the Tax treatment of any holder of partnershipinterests in MCRLP).  All “excess”nonrecourse liabilities of MCRLP secured by a Protected Property allocablepursuant to Treasury Regulation Section 1.752-3(a)(3) shall be allocated firstto the Contributors in an amount equal to the amount by which their share ofthe “built-in gain” (as determined under Section 704(c) of the Code) withrespect to such Protected Property exceeds the gain described in TreasuryRegulation Section 1.752-3(a)(2) with respect to such Protected Property.

 

### (c)                                  Noticeof Tax Audits.  If any claim, demand,assessment (including a notice of proposed assessment) or other assertion ismade with respect to Taxes against the Contributors or MCRLP the calculation ofwhich involves a specific matter covered in this Agreement (“**Tax Claim**”) or if the Company or MCRLPreceives any notice from any jurisdiction with respect to any current or futureaudit, examination, investigation or other proceeding (“**Proceeding**”) involving the Contributors orMCRLP or that otherwise involves a specific matter covered in this Agreementthat could directly or indirectly affect the Contributors (adversely orotherwise), then the Company or MCRLP, as applicable shall promptly notify theRepresentatives of such Tax Claim or Tax Proceeding.

 

### (d)                                 Control of Tax Proceedings.  TheCompany, as the general partner of MCRLP shall have the right to control thedefense, settlement or compromise of any Proceeding or Tax Claim; provided, however, that the Company shall not consent to theentry of any judgment or enter into any settlement with respect to such TaxClaim or Tax Proceeding without the prior written consent of at least one ofthe Representatives, which shall not be unreasonably withheld (unless, and onlyto the extent, that any Taxes required to be paid by the Contributors as aresult thereof would be required to be reimbursed by MCRLP and the Companyunder Article 21 or Article 22 of this Agreement and MCRLP and the Companyagree in connection with such settlement or consent, to make such requiredpayments); provided furtherthat MCRLP shall keep the Representatives duly informed of the progress thereofto the extent that such Proceeding or Tax Claim could directly or indirectlyaffect (adversely or otherwise) the Contributors and that the Representativesshall have the right to review and comment on any and all submissions made tothe IRS, a court, or other governmental body with respect to such Tax Claim orTax Proceeding and that MCRLP will consider such comments in good faith.  As a condition to withholding their consentto a settlement pursuant to the preceding sentence, the Representatives (i)must have a reasonable basis to believe that such settlement would have amaterial adverse impact on one or more Contributors with respect to a mattercovered by this Agreement and that such impact would be different from theimpact that would result for other holders of MCRLP Units who are notContributors (which the Representatives, upon request from MCRLP, shalldescribe in reasonable detail in writing), (ii) the Representatives mustbelieve, based upon the advice of Hogan & Hartson L.L.P. (or anothercomparable law firm) or a nationally recognized accounting firm, that it ismore likely than not that the position asserted by the Representatives wouldprevail if it were to be asserted in a judicial proceeding (and upon request ofMCRLP, the

 

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### Representatives shall provide to MCRLP a letter from such counsel oraccountants confirming such advice), and (iii) the Representatives shall offerto assume the subsequent costs of defending and asserting the position assertedby the Representatives and indemnify and hold harmless MCRLP and the Company fromany taxes and related interest and penalties to MCRLP or the Company resultingfrom a subsequent judgment in excess of such amounts that would have beenimposed pursuant to the rejected settlement. (but not any other costs associated with such proceeding or any otherissues involved therein); provided that the foregoing shall not applywith respect to, or otherwise restrict or limit in any matter, the exercise byany of the Contributors of any rights or privileges provided for in Sections6221-6234 of the Code and the Treasury Regulations thereunder or in thePartnership Agreement in connection with any examination of federal or stateincome tax matters related to the Contributors or MCRLP.

 

23.                                 **PUBLICATION; CONFIDENTIALITY.**

 

## 23.1.                        Upon the execution of this Agreement, MCRLP andthe Company shall have the right to make such public announcements or filingsas may be required by (i) the Securities Act, (ii) the Exchange Act, (iii) therules and listing standards of the New York Stock Exchange, Inc., (iv) any otherlaw of a jurisdiction to which MCRLP and the Company are subject, or (v) anyoral questions, interrogatories, requests for information, subpoena, civilinvestigative demand, or similar process required by applicable rules, laws orregulations by any court, law or administrative authority to which MCRLP andthe Company are subject. MCRLP and the Company also shall have the right tomake such public announcements or filings as they may deem reasonably prudent,and shall be entitled to make such filings or announcements upon advice ofcounsel as may be otherwise be deemed necessary.  In this connection, it should be noted thatthe Company has determined that the entry into this Agreement will need to bedisclosed within four (4) business days of its execution on a Current Report onForm 8-K under Item 1.01 thereof and that the Agreement will be filed as anexhibit thereto or be filed as an exhibit to the Company’s next followingperiodic report filed pursuant to the Exchange Act.

 

## 23.2.                        Exceptas provided in Section 23.1 above, neither MCRLP nor the Contributors shalldisclose, and each shall direct its respective representatives, employees,agents and consultants not to disclose, to any person or entity the fact thatMCRLP and the Contributors have entered into this Agreement nor any of theterms, conditions or other facts with respect to this Agreement.  Notwithstanding the foregoing, either partymay disclose those terms and conditions which are required to be disclosedpursuant to law or in order to comply with this Agreement; provided, however,that the disclosing party shall use its best efforts to limit the disclosure tothe information necessary, shall advise any party to whom disclosure is madethat said terms and conditions are subject to a confidentiality requirement andshall obtain the agreement of said party to keep any information disclosed toit as confidential.  In the event of abreach of the provisions of this Section 23.2, either party shall be entitledto all of its rights and remedies at law or in equity.

 

## 23.3.                        Contributorshall not disclose to any third party any information that is not publicinformation concerning the Company, MCRLP or any transaction or potentialtransaction Contributor may become aware of involving the Company or MCRLPwithout MCRLP’s prior written consent.

 

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24.                                 **TAX MATTERS.**

 

## 24.1.                        Subjectto Section 24.2, the Contributors will pay or provide for payment of all Taxesdue and payable on or after the Closing with respect to each Property LLLPand/or each Property.  The Contributorswill prepare and timely file all Tax returns and reports required to be filedon or after the Closing with respect to Taxes for which they are liable underSection 24.2.  If MCRLP or its designeeshall acquire one or more Property LLLPs, such Tax returns shall be prepared ina manner consistent with the reporting of all items of income or loss on priorreturns of each such Property LLLP (and any predecessor thereof) and theContributors shall obtain MCRLP’s approval prior to filing such tax returns,which approval shall not be unreasonably withheld, conditioned or delayed.  The Contributors will provide MCRLP with acopy of such Tax returns or reports no later than ten (10) days afterfiling.  MCRLP will file all Tax returnsor reports required to be filed with respect to the Properties and/or theProperty LLLPs after the Closing Date for all taxable periods beginning beforethe Closing Date and ending after the Closing Date and such Taxes shall beallocated between the Contributors and MCRLP in accordance with theirrespective periods of ownership of the Properties and/or the PropertyLLLPs.  Notwithstanding anything hereinto the contrary, the provisions of this Section 24.1 shall survive the ClosingDate, until the applicable period of any statute of limitation on assessmentsof any of such Taxes has expired.

 

## 24.2.                        Exceptas provided in this Section 24.2, the Contributors shall pay any and all Taxesincluding, without limitation, Taxes imposed with respect to its business andthe ownership or operation of the Properties and/or the Property LLLPs for alltaxable periods (or portions thereof) ending on or prior to the Closing,imposed upon MCRLP based, in whole or in part, upon the failure to comply withthe bulk sales laws, in any case other than Taxes for which a Property LLLP (orany successor thereto) has established reserves or for which a Property LLLPhas otherwise made provision.  MCRLPshall be liable and shall pay all Taxes with respect to its business and theownership or operation of the Properties or the Property LLLPs (or anysuccessor thereto) for all taxable periods (or portions thereof) ending afterthe Closing; provided, however, that MCRLP will not be liable for Taxes withrespect to a Property LLLP (or any successor thereto) to the extent thatSection 1.2 is implicated with respect to such Property LLLP.  The Contributors or MCRLP, as the case maybe, shall be responsible for preparing and filing (with the cooperation of theother) any and all Tax returns and reports for Taxes for which they are liablepursuant to this Section 24.2.

 

## 24.3.                        MCRLPis hereby authorized by the Contributors, in MCRLP’s sole discretion, to fileany applicable proceeding in respect of the property tax roll for the reductionof the assessed valuation of any Property. The net refund of Taxes, if any, for any tax year for which theContributors or MCRLP shall be entitled to share in the refund shall be dividedbetween the Contributors and MCRLP in accordance with the apportionment ofTaxes pursuant to the provisions hereof; provided, however, that any amountsfor which MCRLP would have an obligation to refund such Taxes to a Tenant ofany Property shall be apportioned to MCRLP to meet such obligation to refundsuch Taxes to any such Tenant.  Allexpenses in connection therewith, including counsel fees, shall be borne by theContributors and MCRLP in proportion to their ownership period of the asset inquestion.  The Contributors and MCRLPeach agree to grant to the other a limited power of attorney or otherauthorization necessary to carry out the intention of this Section 24.3.

 

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## 24.4.                        “**Taxes**” mean all federal, state, county,local, foreign and other taxes of any kind whatsoever (including, withoutlimitation, income, profits, premium, estimated, excise, sales, use, occupancy,gross receipts, franchise, ad valorem, severance, capital levy, production,transfer, license, stamp, environmental, withholding, employment, unemploymentcompensation, payroll related and property taxes, import duties and othergovernmental charges or assessments), whether or not measured in whole or inpart by net income, and including deficiencies, interest, additions to tax orinterest, and penalties with respect thereto, and including expenses associatedwith contesting any proposed adjustment related to any of the foregoing.

 

## 24.5.                        Inthe event it is determined by the applicable Governmental Authority that,notwithstanding the fact that the parties intend that the transactionscontemplated herein should be treated as a sale of Transferred Interests andnot as a sale of direct interests in real property, that applicable Marylandstate and/or county real property transfer or recordation taxes are payable inconnection with this transaction, then each of the parties shall have a rightto protest such determination, at their sole cost and expense and with thereasonable cooperation of the other party(ies); provided, however, in the eventthat a final determination is made that any such Taxes are payable, each of (i)the Contributors and (ii) MCRLP shall bear fifty percent (50%) of the Taxes sodetermined to be payable and, in any event, any real property transfer taxesotherwise resulting from the transactions contemplated herein.  The terms of this Section 24.5 shall survivethe Closing for the applicable period of the statute of limitations.

 

25.                                 **DEFAULT REMEDIES; INDEMNITY.**

 

## 25.1.                        Inthe event all conditions precedent have been satisfied but MCRLP fails toperform on the Closing Date, MCRLP’s sole liability and Contributor’s solerecourse shall be limited to the receipt and retention of the Deposit.  Contributor agrees that retention of theDeposit constitutes fixed and liquidated damages resulting from MCRLP’sdefault, and Contributor waives any other claim, at law or in equity, eitheragainst MCRLP or against any person, known or unknown, disclosed orundisclosed.

 

## 25.2.                        Inthe event MCRLP defaults in the performance of any obligation or agreement tobe performed by it under this Agreement after the Closing Date, and suchdefault is not cured within thirty (30) days after written notice of default isgiven by the GP Contributors, or any one of them, to MCRLP, the GP Contributorsshall be entitled to enforce against MCRLP any and all rights and remedies atlaw or in equity; provided, however, MCRLP’s maximum aggregateliability on account of a breach of any of its obligations hereunder other thanits obligations under Section 21 hereof shall not exceed the sum of THREEMILLION DOLLARS ($3,000,000.00) provided, further, however, that the aforesaidlimit upon MCRLP’s liability shall not apply to any obligation of MCRLP underSection 21 or Section 22 hereof.

 

## 25.3.                        (a)                                  Inthe event of a breach any of the representations or warranties made by the GPContributors and the Property LLLPs under this Agreement or in any document,agreement or estoppel executed and delivered by them pursuant to thisAgreement, or in the event the GP Contributors or the Property LLLPs default inthe performance of any obligation or agreement to be performed by themhereunder, MCRLP shall be entitled to enforce against the Contributors any andall rights and remedies available at law or in equity, including, without

 

58

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## limitation, an action seeking specificperformance, subject, however, to the provisions of Section 25.3(b) hereof.

 

### (b)                                 Thefollowing limitations shall apply with respect to the rights and remediesavailable to MCRLP under this Agreement:

 

#### (i)                                     IfMCRLP discovers the breach of a representation or warranty by the Contributorsor the Property LLLPs, or any one of them, prior to the Closing Date, theprovisions of Section 7.7 hereof shall govern, to the extent applicable.

 

#### (ii)                                  Withrespect to any breach of the representations and warranties set forth inSection 7.1 hereof or with respect to any breach of the covenants set forth inSection 8 hereof that are discovered by MCRLP after the Closing Date, themaximum aggregate liability of all the Contributors shall not exceed the sum ofTHREE MILLION DOLLARS ($3,000,000.00) and recourse for the recovery of damageson account of any breach shall be limited to the Escrow Pool (as defined below)established pursuant to Section 25.4 hereof.

 

#### (iii)                               Itis specifically understood and agreed that there shall be no limit on theamount of damages that MCRLP shall be entitled to recover from the GPContributors on account of a breach of any of the representations, warrantiesor indemnities set forth in Sections 7.2 or 7.3 hereof, except that theliability of any GP Contributor on account of a breach of any of therepresentations or warranties set forth in Section 7.3 shall be limited to thevalue of the Units and the cash consideration received by such GP Contributorin this transaction.  It is furtherunderstood and agreed that in the event of a breach of any of therepresentations, warranties or indemnities set forth in Sections 7.2 or 7.3, MCRLPshall be entitled, at its option, to seek recourse for the damages resultingfrom such breach from the Escrow Pool established pursuant to Section 25.4hereof, but MCRLP shall be under no obligation to proceed against the EscrowPool for the satisfaction of such damages, nor shall the amount of damagesrecoverable by MCRLP be limited to the amount of the Escrow Pool

 

#### (iv)                              MCRLPshall not be entitled to seek any damages suffered by it on account of a breachof any representation or warranty set forth herein unless the damages exceedthe sum of ONE HUNDRED THOUSAND DOLLARS ($100,000.00), but once this thresholdis reached, then MCRLP shall be entitled to seek recovery of all the damages,subject to any other limitations otherwise provided herein.

 

## 25.4.                        Assecurity for the obligations of the Contributors hereunder, Units comprising apart of the Consideration having a value of not less than THREE MILLION DOLLARS($3,000,000.00) shall be deposited in escrow at the Closing with Goulston &Storrs (“**Escrow Holder**”) (suchUnits shall constitute the “**Escrow Pool**”)to be held and applied in accordance with the terms of this Agreement and theEscrow Agreement attached hereto as **ExhibitR**.  In the event MCRLPshall be entitled to recover damages from the Contributors on account of anybreach or default hereunder, MCRLP shall be entitled to receive and retainUnits having a value equal to the amount of such damages, subject to anylimitations set forth herein on the amount of such damages.  For purposes of this Section 25.4, the valueof the Units to be received and

 

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## retained by MCRLP shall be calculated withreference to the average closing price as reported on the New York StockExchange for the Company’s Common Stock over the twenty (20) consecutive tradingdays ending two (2) trading days prior to the date on which MCRLP deliverswritten notice to Contributors’ counsel (as designated in Article 26 of thisAgreement) of its claim to recover damages. It is understood and agreed that recourse to the Escrow Pool shall beMCRLP’s sole remedy with respect to a breach or default of any of therepresentations or warranties set forth in Section 7.1 hereof or any of theagreements set forth in Section 8 hereof, but that recourse to the Escrow Poolon account of a breach of any of the representations or warranties set forth inSections 7.2 or 7.3, or a breach of any other provisions of this Agreement, isoptional on the part of MCRLP.  TheEscrow Pool, to the extent not used to satisfy damages of MCRLP, shall be distributedto the Distributors at such time all the representations and warranties setforth in Section 7.1 shall cease to survive.

 

## 25.5.                        ThisArticle 25 shall survive the Closing for the applicable period of the statuteof limitations.

 

## 25.6.                        Notwithstandinganything to the contrary contained herein, except to the extent otherwiseprovided in Sections 9.4, 16.3 and 25.3 (b)(iii) hereof, no Contributor shallhave any personal liability for any indemnity obligation or for any breach ofany representation or warranty contained herein, it being understood that,except as provided in Sections 9.4, 16.3 and 25.3(b)(iii), the liability ofeach Contributor shall be limited to the value of the Units and cashconsideration received by such Contributor under this Agreement or, to theextent Section 25.3(b)(ii) is applicable, to the Units deposited by suchContributor into the Escrow Pool.

 

26.                                 **NOTICE.**

 

All notices, demands, requests, or other writings in this Agreementprovided to be given or made or sent, or which may be given or made or sent, byeither party hereto to the other, shall be in writing and shall be delivered bydepositing the same with any nationally recognized overnight delivery service,or by telecopy or fax machine, in either event with all transmittal feesprepaid, properly addressed, and sent to the following addresses:

 
| If to MCRLP: |   | c/o  Mack-Cali Realty Corporation             |
|--------------|--------|-----------------------------------------------|
|         |   | 11 Commerce  Drive                            |
|         |   | Cranford,  New Jersey 07016                   |
|         |   | with two (2)                                  |
|         |   | separate  copies                              |
|         |   | of the  notice sent                           |
|         |   | to the  attention of:                         |
|         |   |                                          |
|         |   | Mitchell E.  Hersh                            |
|         |   | President  and Chief Executive Officer        |
|         |   | (908)  272-2009 (Tele)                        |
|         |   | (908)  272-0214 (Fax)                         |
|         |   |                                          | and |
|         |   | Roger W.  Thomas                              |
|         |   | Executive  Vice President and General Counsel |

 

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|                  |             |                                                                             | (908)  272-2612 (Tele)       |   |
|-----------------------|------------------|----------------------------------------------------------------------------------|------------------------------|--------|
|                  |             |                                                                             | (908)  272-0485 (Fax)        |   |
|                  |             |                                                                             |                         |   |
|                  | with a copy  to: |                                                                             | Goulston  & Storrs       |   |
|                  |             |                                                                             | 2001 K  Street, NW           |   |
|                  |             |                                                                             | Suite 1100                   |   |
|                  |             |                                                                             | Washington,  D.C. 20007      |   |
|                  |             |                                                                             | Attn:  Sheldon J. Weisel     |   |
|                  |             |                                                                             | (202)  721-1135 (Tele)       |   |
|                  |             |                                                                             | (202)  263-0535 (Fax)        |   |
|                  |             |                                                                             |                         |   |
|                  |             |                                                                             | Seyfarth  Shaw LLP           |   |
|                  |             |                                                                             | 1270 Avenue  of the Americas |   |
|                  |             |                                                                             | Suite 2500                   |   |
|                  |             |                                                                             | New York,  New York 10020    |   |
|                  |             |                                                                             | Attn: John  P. Napoli        |   |
|                  |             |                                                                             | (212)  218-5620 (Tele)       |   |
|                  |             |                                                                             | (212)  218-5527 (Fax)        |   |
|                  |             |                                                                             |                         |   |
| If to a  Contributor: |             | To the  address for such Contributor set forth on **Exhibit  A** annexed hereto. |
|                  |             |                                                                             |
| with a copy  to:      |             | Grossberg,  Yochelson, Fox & Beyda                                           |
|                  |             | 2000 L  Street, NW                                                               |
|                  |             | Suite 675                                                                        |
|                  |             | Washington,  D.C. 20036                                                          |
|                  |             | Attn: C.  Richard Beyda                                                          |
|                  |             | (202)  296-9696 (Tele)                                                           |
|                  |             | (202)  296-7777 (Fax)                                                            |
|                       |                  |                                                                                  |                              |        |  |

 
| If to a  Representative: |   | To the address for such Contributor set forth on **Exhibit  A** annexed hereto. |
|--------------------------|--------|---------------------------------------------------------------------------------|
|                     |   |                                                                            |
| with a copy to:          |   | Hogan & Hartson L.L.P.                                                      |
|                     |   | 555 Thirteenth Street, N.W.                                                     |
|                     |   | Washington, D.C. 20004                                                          |
|                     |   | Attn: Prentiss E. Feagles                                                       |
|                     |   | (202) 637-5781 (Tele)                                                           |
|                     |   | (202) 637-5910 (Fax)                                                            |

 

or to such other address as either party may from time to time designateby written notice to the other.  Noticesgiven by (i) overnight delivery service as aforesaid shall be deemed receivedand effective upon actual receipt provided a delivery receipt is obtained and(ii) telecopy or fax

 

61

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machine shall be deemed given at the time and on the date of machinetransmittal provided same is sent prior to 5:00 p.m. on a business day (if sentlater, then notice shall be deemed given on the next business day).  Notices may be given by counsel for theparties described above, and such notices shall be deemed given by said party,for all purposes hereunder.

 

27.                                 **EMPLOYEE MATTERS.**

 

## 27.1.                        Withrespect to the Mack-Cali plans, programs and arrangements listed on **Schedule 27.1** and any vacation, sicktime or other compensation policy of the Property LLLPs, which takes intoaccount an employee’s length of service, Mack-Cali shall grant all NewEmployees on and after the Closing Date credit for all service with theProperty LLLPs and any affiliates thereof and their respective predecessorsprior to the Closing Date for purposes for which such service was recognized bythe Property LLLPs, and any affiliates thereof under the plans or programslisted on **Schedule 27.1**,including without limitation the Mack-Cali 401(k) Plan.  Mack-Cali shall have no liability to anycurrent or former employees of the Property LLLPs, or any affiliate thereof whoare not New Employees, including without limitation any liabilities which mayarise as a result of the consummation of the transactions contemplated by thisAgreement, under any plans or programs listed on **Schedule 27.1**, or arising under applicable federal orstate law including without limitation under the Worker Adjustment andRetraining Notification Act (WARN) and Consolidated Omnibus BudgetReconciliation Act of 1985 (COBRA).  Theprovisions of this Section 27.1 shall survive the Closing.

 

## 27.2.                        Uponcommencement of employment, New Employees shall be covered by the employeewelfare plans maintained by Mack-Cali, including without limitation, medicaland health plans as described in this Section. Upon commencement of participation by New Employees in the Mack-Calimedical and health plans, Mack-Cali shall (i) credit all New Employees on andafter the Closing Date with any employee payments made under any medical orhealth plans of any Property LLLP which have been paid in partial or fullsatisfaction of deductible requirements under such medical or health plans forpurposes of satisfying deductible requirements under the correspondingMack-Cali medical and health plans, and (ii) waive any preexisting conditionexclusion and actively-at-work requirements (other than for New Employees notactively-at-work due to a disability which is expected to last more than five(5) days) under the Mack-Cali plans and programs set forth on **Schedule 27.1**.  The Property LLLPs shall provide Mack-Cali orshall cause its insurance carrier to provide Mack-Cali with the applicablepayment information as soon as practicable following the Closing Date.  Mack-Cali may, at its option, for a periodwhich ends no later than the December 31 following the Closing Date continue toprovide to New Employees medical and health benefits substantially similar toand on the same terms and conditions as some or all of such benefits previouslyprovided to New Employees prior to the Closing Date by their respective formeremployers.

 

## 27.3.                        TheNew Employees will be hired directly by Mack-Cali and their employment with anyProperty LLLP or any affiliate thereof shall terminate and their employmentwith Mack-Cali shall begin as of the Closing Date.  Mack-Cali shall not be liable to anyindependent contractor of the Property LLLP or any affiliate thereof or to anyNew Mack-Cali Employee or to any Property LLLP or any affiliate thereof for anycompensation, benefits or other liabilities related to any employment orservices performed, or otherwise, which were incurred or accrued prior to theClosing Date, except for vacation time and any wages for which an adjustment

 

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## pursuant to Section 13.1(g) of this Agreementis being made.  The Property LLLPs shallnot be liable to any New Employees or other personnel (i.e., independentcontractors of the Property LLLPs or any affiliate thereof) for vacation timeand wages pursuant to which MCRLP receives a credit under Section 13.1(g).

 

## 27.4.                        Mack-Calishall not be required to assume with respect to any New Mack-Cali Employee anyagreement related to employment, compensation or benefits.  Mack-Cali shall cause its 401(k) Plan toaccept transfers of account balances from the Mack 401(k) Plan by way of directrollover.  Except as otherwise providedherein with respect to New Employees, all liabilities with respect to currentor former employees of the Property LLLPs or any affiliate thereof, whetherincurred under a plan or program listed on **Schedule27.1** or otherwise, are the sole responsibility of the PropertyLLLPs or any affiliate thereof.  Theprovisions of this Section 27.4 shall survive the Closing.

 

## 27.5.                        Mack-Caliwill credit New Employees with any unused vacation time as of the Closing Date.

 

28.                                 **MISCELLANEOUS.**

 

## 28.1.                        ThisAgreement and the other Transaction Documents constitutes the entire agreementbetween the parties and incorporates and supersedes all prior negotiations anddiscussions between the parties with respect to the subject matter hereof.  This Agreement shall be binding upon andinure solely to the benefit of each party hereto and their successors and assigns,and nothing in the Agreement express or implied, is intended to confer upon anyother person any rights or remedies of any nature whatsoever under or by reasonof this Agreement.

 

## 28.2.                        ThisAgreement cannot be amended, waived or terminated orally, but only by anagreement in writing signed by the party to be charged.

 

## 28.3.                        ThisAgreement shall be interpreted and governed by the laws of the State ofMaryland and shall be binding upon the parties hereto and their respectivesuccessors and assigns.  The partieshereto hereby submit, and waive any objections, to the jurisdiction of thecourts of the State of Maryland and of the courts of The United States ofAmerica situated in the State of Maryland.

 

## 28.4.                        Thecaption headings in this Agreement are for convenience only and are notintended to be part of this Agreement and shall not be construed to modify,explain or alter any of the terms, covenants or conditions herein contained.

 

## 28.5.                        Ifany term, covenant or condition of this Agreement is held to be invalid,illegal or unenforceable in any respect, this Agreement shall be construedwithout such provision.

 

## 28.6.                        Priorto and after the Closing, each party shall, from time to time, execute,acknowledge and deliver such further instruments, in recordable form, ifnecessary, and perform such additional acts, as the other party may reasonablyrequest in order to effectuate the intent of this Agreement, within thirty (30)days of the request.  Except with respectto Contributors’ admission to MCRLP as limited partners as contemplated herein,nothing contained in this Agreement shall be deemed to create any rights orobligations of partnership, joint venture or

 

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similar association betweenContributor and MCRLP  This Agreementshall be given a fair and reasonable construction in accordance with theintentions of the parties hereto, and without regard to or aid of canonsrequiring construction against the Contributors, MCRLP or the party whosecounsel drafted this Agreement. The provisions of this Section shall survivethe Closing.

##  

## 28.7.                        ThisAgreement shall not be effective or binding until such time as it has beenexecuted and delivered by all parties hereto. This Agreement may be executed by the parties hereto in counterparts,all of which together shall constitute a single Agreement.

##  

## 28.8.                        Allreferences herein to any Section, Exhibit or Schedule shall be to the Sectionsof this Agreement and to the Exhibits and Schedules annexed hereto unless thecontext clearly dictates otherwise.  Allof the Exhibits annexed hereto are, by this reference, incorporated herein.

##  

## 28.9.                        Wheneverused herein, the singular number shall include the plural, the plural shallinclude the singular, and the use of any gender shall be applicable to allgenders.

##  

## 28.10.                  Inthe event of any litigation or alternative dispute resolution between MCRLP andContributors in connection with this Agreement or the transaction contemplatedherein, the non-prevailing party in such litigation or alternative disputeresolution shall be responsible for payment of all expenses and reasonableattorneys’ fess incurred by the prevailing party.  The provisions of this Section 28.10 shallsurvive the Closing.

##  

## 28.11.                  Uponwritten request by MCRLP, the Contributors agree to engage an accounting firm(the “**Accounting Firm**”) that isregistered with the Public Company Accounting Oversight Board and whichAccounting Firm is reasonably acceptable to MCRLP to prepare audited financialstatements for any Property LLLP and the Contributors that comply withRegulation 210.3-14 (Instruction for Real Estate Operations to be Acquired) ofRegulation S-X (the “**3-14 FinancialStatements**”).  MCRLP herebyagrees to pay for all reasonable third party fees and expenses incurred by theContributors in connection with the preparation of such 3-14 FinancialStatements.  MCRLP shall pay to theContributors any such fees and expenses within thirty (30) days of theContributors’ request for payment.  TheContributors’ request for payment shall be accompanied by statements orinvoices evidencing the fees and expenses incurred in connection with thepreparation of the 3-14 Financial Statements. MCRLP’s obligations under thisSection 28.11 shall survive Closing. The Contributors agree to use theircommercially reasonable efforts to cause the Accounting Firm to deliver the3-14 Financial Statements by March 15, 2006. The Contributors agree to adviseMCRLP within a reasonable period of time of the estimated cost for thepreparation of the 3-14 Financial Statements; provided, however, that suchestimate shall not be binding in any respect on the Contributors.

##  

**[BALANCEOF PAGE INTENTIONALLY BLANK; SIGNATURE PAGES FOLLOW.]**

 

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**IN WITNESS WHEREOF**, the parties hereto haveexecuted this Agreement as of the day and year first above written.

 
|   | **MACK-CALI REALTY, L.P.**, a Delaware limited partnership                                              |
|--------|---------------------------------------------------------------------------------------------------------|
|   |                                                                                                    |   |   |   |
|   |                                                                                                    | By: | Mack-Cali Realty  Corporation, a Maryland |   |
|   |                                                                                                    |   | corporation, its general  partner |   |
|   |                                                                                                    |   |   |   |
|   |                                                                                                    |   | By: | /s/ MITCHELL E. HERSH |   |
|   |                                                                                                    |   |   | Mitchell E. Hersh |
|   |                                                                                                    |   |   | President and Chief  Executive Officer |
|   |                                                                                                    |   |   |   |
|   | **TENTH SPRINGHILL LAKE  ASSOCIATES L.L.L.P.**,  a  Maryland limited liability limited partnership      |
|   |                                                                                                    |   |   |   |
|   |                                                                                                    | By: | /s/ ALBERT H. SMALL |   |
|   |                                                                                                    | Name: | Albert H. Small |   |
|   |                                                                                                    | Title: | General Partner |   |
|   |                                                                                                    |   |   |   |
|   | **ELEVENTH SPRINGHILL LAKE  ASSOCIATES L.L.L.P.**,  a  Maryland limited liability limited partnership   |
|   |                                                                                                    |   |   |   |
|   |                                                                                                    | By: | /s/ ALBERT H. SMALL |   |
|   |                                                                                                    | Name: | Albert H. Small |   |
|   |                                                                                                    | Title: | General Partner |   |
|   |                                                                                                    |   |   |   |
|   | **TWELFTH SPRINGHILL LAKE ASSOCIATES  L.L.L.P.**, a  Maryland limited liability limited partnership     |
|   |                                                                                                    |   |   |   |
|   |                                                                                                    | By: | /s/ ALBERT H. SMALL |   |
|   |                                                                                                    | Name: | Albert H. Small |   |
|   |                                                                                                    | Title: | General Partner |   |
|   |                                                                                                    |   |   |   |
|   | **FOURTEENTH SPRINGHILL LAKE  ASSOCIATES L.L.L.P.**,  a  Maryland limited liability limited partnership |
|   |                                                                                                    |   |   |   |
|   |                                                                                                    | By: | /s/ ALBERT H. SMALL |   |
|   |                                                                                                    | Name: | Albert H. Small |   |
|   |                                                                                                    | Title: | General Partner |   |
|        |                                                                                                         |  |  |  |  |  |  |

 

65

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|   | **GREENBELT ASSOCIATES**, a Maryland general partnership                                               |
|--------|--------------------------------------------------------------------------------------------------------|
|   |                                                                                                   |   |   |   |
|   |                                                                                                   | By: | /s/ ALBERT H. SMALL |   |
|   |                                                                                                   | Name: | Albert H. Small |   |
|   |                                                                                                   | Title: | General Partner |   |
|   |                                                                                                   |   |   |   |
|   | **SIXTEENTH SPRINGHILL LAKE  ASSOCIATES L.L.L.P.**,  a  Maryland limited liability limited partnership |
|   |                                                                                                   |   |   |   |
|   |                                                                                                   | By: | /s/ ALBERT H. SMALL |   |
|   |                                                                                                   | Name: | Albert H. Small |   |
|   |                                                                                                   | Title: | General Partner |   |
|   |                                                                                                   |   |   |   |
|   |                                                                                                   |   |   |   |
|   | **GP CONTRIBUTORS:**                                                                                   |
|   |                                                                                                   |   |   |   |
|   |                                                                                                   | /s/ ALBERT H. SMALL |   |   |
|   |                                                                                                   | **Albert H. Small**, as a GP Contributor |   |
|   |                                                                                                   | ** ** |   |
|   |                                                                                                   | ** ** |   |
|   |                                                                                                   | /s/ THEODORE N. LERNER |   |   |
|   |                                                                                                   | **Theodore N. Lerner**, as a GP Contributor |   |
|   |                                                                                                   | ** ** |   |
|   |                                                                                                   | ** ** |   |
|   |                                                                                                   | /s/ RALPH OCHSMAN |   |   |
|   |                                                                                                   | **Ralph Ochsman**, as a GP Contributor |   |
|   |                                                                                                   | ** ** |   |
|   |                                                                                                   | ** ** |   |
|   |                                                                                                   | /s/ RICHARD PERKINS |   |   |
|   |                                                                                                   | **Richard Perkins**, as a GP Contributor |   |
|   |                                                                                                   | ** ** |   |
|   |                                                                                                   | ** ** |   |
|   | **GUDELSKY BROTHERS**, a general partnership, as a GP  Contributor                                     |
|   |                                                                                                   |   |   |   |
|   |                                                                                                   | By: | /s/ JACK C. MERRIMAN |   |   |
|   |                                                                                                   | Name: | Jack C. Merriman |   |
|   |                                                                                                   | Title: | Partner |   |
|        |                                                                                                        |  |  |  |  |  |  |  |  |  |

 

66

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**IN WITNESS WHEREOF**, the undersigned party hasexecuted this Agreement as of the day and year first above written solely withregard to its rights and obligations under Section 20.1 of this Agreement.
|   |                                                     |   |                                   |   |
|--------|----------------------------------------------------------|--------|----------------------------------------|--------|
|   | **MACK-CALI REALTY CORPORATION**, a Maryland corporation |
|   |                                                     |   |                                   |   |
|   |                                                     | By:    | /s/ MITCHELL E. HERSH                  |   |   |
|   |                                                     |   | Mitchell E. Hersh                      |   |
|   |                                                     |   | President and Chief  Executive Officer |   |
|        |                                                          |        |                                        |        |  |

 

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**TABLE OFCONTENTS**

 
| ** ** | ** **                                                                                             | **Page** |
|------------|--------------------------------------------------------------------------------------------------------|----------|
|       |                                                                                                   |     |
| 1.         | CONTRIBUTION  AND EXCHANGE; ALTERNATIVE STRUCTURE                                                      | 3        |
|       |                                                                                                   |     |
| 2.         | CONSIDERATION  AND DEPOSIT                                                                             | 3        |
|       |                                                                                                   |     |
| 3.         | REDEMPTION                                                                                             | 6        |
|       |                                                                                                   |     |
| 4.         | OPTION  TO PURCHASE                                                                                    | 7        |
|       |                                                                                                   |     |
| 5.         | INSPECTION  PERIOD; MCRLP’S RIGHT OF TERMINATION AND REJECTION PRIOR TO CLOSING; AS IS  CONDITION | 7        |
|       |                                                                                                   |     |
| 6.         | TITLE;  MATTERS TO WHICH THIS EXCHANGE IS SUBJECT                                                      | 9        |
|       |                                                                                                   |     |
| 7.         | REPRESENTATIONS  AND WARRANTIES OF THE GP CONTRIBUTORS AND THE PROPERTY LLLPs                          | 12       |
|       |                                                                                                   |     |
| 8.         | COVENANTS  OF THE GP CONTRIBUTORS AND THE PROPERTY LLLPs                                               | 22       |
|       |                                                                                                   |     |
| 9.         | LEASING  COMMISSIONS AND TENANT IMPROVEMENT OBLIGATIONS                                                | 26       |
|       |                                                                                                   |     |
| 10.        | ESTOPPEL  CERTIFICATES                                                                                 | 28       |
|       |                                                                                                   |     |
| 11.        | REPRESENTATIONS  AND WARRANTIES OF MCRLP AND THE COMPANY                                               | 29       |
|       |                                                                                                   |     |
| 12.        | CLOSING                                                                                                | 30       |
|       |                                                                                                   |     |
| 13.        | ADJUSTMENTS                                                                                            | 34       |
|       |                                                                                                   |     |
| 14.        | CONDITIONS  PRECEDENT TO CLOSING                                                                       | 36       |
|       |                                                                                                   |     |
| 15.        | ASSIGNMENT                                                                                             | 38       |
|       |                                                                                                   |     |
| 16.        | BROKER                                                                                                 | 38       |
|       |                                                                                                   |     |
| 17.        | CASUALTY  LOSS                                                                                         | 39       |
|       |                                                                                                   |     |
| 18.        | CONDEMNATION                                                                                           | 40       |
|       |                                                                                                   |     |
| 19.        | TRANSFER  RESTRICTIONS; RIGHT OF FIRST REFUSAL                                                         | 40       |
|       |                                                                                                   |     |
| 20.        | REGISTRATION  RIGHTS                                                                                   | 43       |
|       |                                                                                                   |     |
| 21.        | DEBT  MAINTENANCE                                                                                      | 43       |
|       |                                                                                                   |     |
| 22.        | SALE  OF THE PROPERTY                                                                                  | 50       |
|       |                                                                                                   |     |
| 23.        | PUBLICATION;  CONFIDENTIALITY                                                                          | 56       |
|       |                                                                                                   |     |
| 24.        | TAX  MATTERS                                                                                           | 57       |
|       |                                                                                                   |     |
| 25.        | DEFAULT  REMEDIES; INDEMNITY                                                                           | 58       |
|       |                                                                                                   |     |
| 26.        | NOTICE                                                                                                 | 60       |
|       |                                                                                                   |     |
| 27.        | EMPLOYEE  MATTERS                                                                                      | 62       |
|       |                                                                                                   |     |
| 28.        | MISCELLANEOUS                                                                                          | 63       |

 

----

 

**TABLE OFCONTENTS**

 
| ***3***                                  | *** *** |
|------------------------------------------|--------------|
| *** ***                             | *** *** |
| **3-14 Financial  Statements**           | **64**       |
| ** **                               | ** **   |
| ***A***                                  | *** *** |
| *** ***                             | *** *** |
| **Access Agreement**                     | **7**        |
| **Accounting Firm**                      | **53, 64**   |
| **Additional Rents**                     | **35**       |
| **Agreement**                            | **1**        |
| **Allocated  Property Values**           | **3**        |
| **Anniversary**                          | **40**       |
| **Anniversary Date**                     | **43**       |
| **Assumed Debt**                         | **2, 10**    |
| **Assumed Debt  Amount**                 | **3**        |
| ** **                               | ** **   |
| ***B***                                  | *** *** |
| *** ***                             | *** *** |
| **Base Value**                           | **4**        |
| **Books and  Records**                   | **31**       |
| **Built-in Gain**                        | **52**       |
| ** **                               | ** **   |
| ***C***                                  | *** *** |
| *** ***                             | *** *** |
| **Capital Office  Debt**                 | **45**       |
| **Capital Office  Owner**                | **1**        |
| **Capital Office  Owners**               | **1**        |
| **CERCLA**                               | **14**       |
| **Certificate**                          | **4**        |
| **Closing**                              | **30**       |
| **Closing Date**                         | **30**       |
| **Code**                                 | **16**       |
| **Common Stock**                         | **4**        |
| **Company**                              | **2**        |
| **Consent Period**                       | **47**       |
| **Consideration**                        | **3**        |
| **Contaminants**                         | **14**       |
| **Contributor  401(k) Plan**             | **16**       |
| **Contributor Debt  Amount**             | **43**       |
| **Contributor  Default**                 | **47**       |
| **Contributor  Guantee**                 | **45**       |
| **Contributor  Indemnities**             | **43**       |
| **Contributor  Indemnity**               | **43**       |
| **Contributor  Units**                   | **4**        |
| **Contributor’s  Broker**           | **38**       |
| **Contributors**                         | **1**        |
| **Contributors’  Lease Costs**      | **27**       |
| **Contributors’  Title Response**   | **10**       |
| **Conversion**                           | **2**        |
| **CRC**                                  | **22**       |
| ** **                               | ** **   |
| ***D***                                  | *** *** |
| *** ***                             | *** *** |
| **Declaration**                          | **11**       |
| **Deposit**                              | **4**        |
| **Discharge**                            | **15**       |
| **Disposition  Notice**                  | **41**       |
| **Disposition  Securities**              | **41**       |
| **Dissolution  Proceeds**                | **43**       |
| **Distribution  Date**                   | **5**        |
| ** **                               | ** **   |
| ***E***                                  | *** *** |
| *** ***                             | *** *** |
| **Eleventh LLLP**                        | **1**        |
| **Environmental  Documents**             | **15**       |
| **Environmental  Laws**                  | **14, 15**   |
| **ERISA**                                | **16**       |
| **Escrow Agent**                         | **4**        |
| **Escrow Holder**                        | **59**       |
| **Escrow Pool**                          | **59**       |
| **Estoppel  Certificates**               | **28**       |
| **Exchange Act**                         | **20**       |
| **Exchange  Property**                   | **3**        |
| **Execution Date**                       | **1**        |
| **Exercise Notice**                      | **41**       |
| **Existing Loan  Documents**             | **2**        |
| **Express  Representations**             | **8**        |
| ** **                               | ** **   |
| ***F***                                  | *** *** |
| *** ***                             | *** *** |
| **Family Member**                        | **42**       |
| **First Tier Debt**                      | **43**       |
| **First Tier  Indemnities**              | **44**       |
| **First Tier  Indemnity**                | **44**       |
| **Fourteenth LLLP**                      | **1**        |
| ** **                               | ** **   |
| ***G***                                  | *** *** |
| *** ***                             | *** *** |
| **Governmental  Authorities**            | **13**       |
| **Governmental  Authority**              | **19**       |
| **GP Contributor**                       | **1**        |
| **GP Contributors**                      | **1**        |
| **Greenbelt**                            | **1**        |
| **GSA**                                  | **27**       |
| **GSA Edmonston  Lease**                 | **27**       |
| ** **                               | ** **   |
| ***I***                                  | *** *** |
| *** ***                             | *** *** |
| **Indemnities**                          | **44**       |
| **Inspection  Period**                   | **7**        |
| ** **                               | ** **   |
| ***L***                                  | *** *** |
| *** ***                             | *** *** |
| **Lawyers Title**                        | **10**       |
| **Lease**                                | **7**        |
| **Lender’s  Estoppel**              | **5**        |
| **Letter of Credit**                     | **5**        |
| **LP Contributors**                      | **1**        |
| ** **                               | ** **   |
| ***M***                                  | *** *** |
| *** ***                             | *** *** |
| **Mack-Cali**                            | **2**        |
| **Major Tenant**                         | **28**       |
| **Make Whole  Payment**                  | **52**       |
| **MCRLP**                                | **1**        |
| **MCRLP Knowledge  Persons**             | **22**       |
| **MCRLP’s Lease  Costs**            | **27**       |
| **MCRLP’s Title  Objection Letter** | **10**       |

 

----

 

**INDEX**

 
| ***N***                                  | *** *** |
|------------------------------------------|--------------|
| *** ***                             | *** *** |
| **New Employees**                        | **16**       |
| **Notice Period**                        | **41**       |
| ** **                               | ** **   |
| ***O***                                  | *** *** |
| *** ***                             | *** *** |
| **OFAC**                                 | **19**       |
| **OP Agreement**                         | **6**        |
| **Option**                               | **7**        |
| **Option Agreement**                     | **7**        |
| **Option  Contributor**                  | **2**        |
| **Option  Properties**                   | **2**        |
| **Option Property**                      | **2**        |
| **Option Property  Owner**               | **1**        |
| **Option Property  Owners**              | **1**        |
| **Option Purchase  Price**               | **7**        |
| **Outside Closing  Date**                | **30, 38**   |
| ** **                               | ** **   |
| ***P***                                  | *** *** |
| *** ***                             | *** *** |
| **Partnership  Acknowledgment**          | **33**       |
| **Partnership Debt**                     | **44**       |
| **Permitted  Encumbrances**              | **9**        |
| **Personal  Property**                   | **14**       |
| **Proceeding**                           | **55**       |
| **Properties**                           | **2**        |
| **Property**                             | **2**        |
| **Property  Financials**                 | **17**       |
| **Property LLLP**                        | **1**        |
| **Property LLLPs**                       | **1**        |
| **Property Owner  Interests**            | **2**        |
| **Proposed  Purchaser**                  | **41**       |
| **Purchase Option**                      | **41**       |
| ** **                               | ** **   |
| ***Q***                                  | *** *** |
| *** ***                             | *** *** |
| **Qualified  Indebtedness**              | **44**       |
| ** **                               | ** **   |
| ***R***                                  | *** *** |
| *** ***                             | *** *** |
| **Refinanced Debt**                      | **44, 45**   |
| **Refundable  Deposit**                  | **4**        |
| **Rent Roll**                            | **12**       |
| **Representatives**                      | **44**       |
| **Restricted  Period**                   | **50**       |
| ** **                               | ** **   |
| ***S***                                  | *** *** |
| *** ***                             | *** *** |
| **SEC Documents**                        | **20**       |
| **Second Tier Debt**                     | **44**       |
| **Second Tier  Indemnities**             | **44**       |
| **Second Tier  Indemnity**               | **44**       |
| **Securities Act**                       | **19**       |
| **Security Deposit**                     | **13**       |
| **Seller  Organizational Documents**     | **17**       |
| **Seller’s Estoppel  Certificates** | **28**       |
| **Selling  Contributor**                 | **41**       |
| **Service  Contracts**                   | **7**        |
| **Sixteenth LLLP**                       | **1**        |
| ** **                               | ** **   |
| ***T***                                  | *** *** |
| *** ***                             | *** *** |
| **Tax Claim**                            | **55**       |
| **Taxes**                                | **58**       |
| **Tenants**                              | **9**        |
| **Tenth LLLP**                           | **1**        |
| **Third Tier Debt**                      | **45**       |
| **Third Tier  Indemnities**              | **45**       |
| **Third Tier  Indemnity**                | **45**       |
| **Title  Commitments**                   | **10**       |
| **Title Company**                        | **10**       |
| **Title Documents**                      | **10**       |
| **Title Policy**                         | **11**       |
| **Transfer**                             | **20**       |
| **Transferred**                          | **40**       |
| **Transferred Interest**                 | **2**        |
| **Transferred Interests**                | **2**        |
| **Triggering Event**                     | **52**       |
| **Turn-Key Lease**                       | **23**       |
| **Twelfth LLLP**                         | **1**        |
| ** **                               | ** **   |
| ***U***                                  | *** *** |
| *** ***                             | *** *** |
| **Underlying  Shares**                   | **40**       |
| **Undisclosed  Liabilities**             | **18**       |
| **Unit Value**                           | **4**        |
| **Units**                                | **2**        |
| **Unsatisfied  Party**                   | **38**       |

 

ii

----

 

**SCHEDULES AND EXHIBITS**

 
| SCHEDULE 2.1  Allocated Property Values                                                   |
|-------------------------------------------------------------------------------------------|
| SCHEDULE  2.1(b) Cash Consideration                                                       |
| SCHEDULE  2.2-A Contributor Units                                                         |
| SCHEDULE  2.2-B Initial Capital Account Balances of Contributors                          |
| SCHEDULE  2.5(a) Certifications and Agreements to be Included in a Lender’s Estoppel |
| SCHEDULE  7.1(a) Proceedings                                                              |
| SCHEDULE  7.1(b) Schedule of Leases                                                       |
| SCHEDULE  7.1(c) Rent Roll                                                                |
| SCHEDULE  7.1(h) Service Contracts                                                        |
| SCHEDULE  7.1(j) Employees                                                                |
| SCHEDULE  7.1(k) Leasing Commission Obligations                                           |
| SCHEDULE  7.1(n) Environmental Site Assessments, Investigations and Documents             |
| SCHEDULE  7.1(q) Contributor and Property LLLP Employee Plans                             |
| SCHEDULE  7.2(a) Audits                                                                   |
| SCHEDULE  7.2(b) Tax Attributes                                                           |
| SCHEDULE 7.7  MCRLP Knowledge Persons                                                     |
| SCHEDULE 8.2  Proceedings                                                                 |
| SCHEDULE  10.1 Form Tenant Estoppel Certificate                                           |
| SCHEDULE  21.1 Contributor Debt Amount                                                    |
| SCHEDULE  27.1 Mack-Cali Employee Plans and Programs                                      |
| EXHIBIT A GP  Contributors                                                                |
| EXHIBIT B LP  Contributors                                                                |
| EXHIBIT C  Form of LP Contributors Joinder Agreement                                      |
| EXHIBIT D-1  Greenbelt Associates Owner Interests                                         |
| EXHIBIT D-2  Tenth Springhill Lake Owner Interests                                        |
| EXHIBIT D-3  Eleventh Springhill Lake Owner Interests                                     |
| EXHIBIT D-4  Twelfth Springhill Lake Owner Interests                                      |
| EXHIBIT D-5  Fourteenth Springhill Lake Owner Interests                                   |
| EXHIBIT D-6  Sixteenth Springhill Lake Owner Interests                                    |
| EXHIBIT E  Description of Properties                                                      |
| EXHIBIT F  Description of Option Properties                                               |

 

i

----

 
| EXHIBIT G Ownership  of Properties                           |
|--------------------------------------------------------------|
| EXHIBIT H  Ownership of Option Properties                    |
| EXHIBIT I  Assumed Debt (as of November 1, 2005)             |
| EXHIBIT J-1  Existing Loan Documents                         |
| EXHIBIT K  Form of Limited Agreement of Indemnity            |
| EXHIBIT L  Form of Certificate for Units                     |
| EXHIBIT M  Option Agreement                                  |
| EXHIBIT N  Form of Non-Imputation Indemnities and Affidavits |
| EXHIBIT O  Form of Estoppel Certificate for GSA Leases       |
| EXHIBIT P  Form of Assignment of Transferred Interest        |
| EXHIBIT Q  Certificate of Non-Foreign Status                 |
| EXHIBIT R  Escrow Agreement                                  |
| EXHIBIT S  Form of Guaranty                                  |
| EXHIBIT T  Property Financials                               |
| EXHIBIT U  Form of Letter (Section 21.2(B)(I))               |
| EXHIBIT V  Form of Letter (Section 21.2(B)(II))              |
| EXHIBIT W  Form of Letter (Section 21.2(b)(III))             |

 

ii

----