Exhibit
10.7


 


NOMINEE
AGREEMENT


 


AGREEMENT
made as of the 2nd day of April, 2004, between MACK-CALI REALTY CORPORATION, a Maryland
corporation having its principal place of business at 11 Commerce Drive,
Cranford, New Jersey 07016 (referred to herein as “Agent”), and MACK-CALI REALTY, L.P., a Delaware limited partnership having
its principal place of business at 11 Commerce Drive, Cranford, New Jersey
07016 (referred to herein as “Principal”).


 


W
I  T  N  E  S  S  E  T  H:


 


WHEREAS,
Principal has requested Agent to act as its nominee for the purposes of
entering into and performing the obligations and duties of the assignee under
that certain Master Assignment and Assumption Agreement (the “Assignment
Agreement”) dated April 2, 2004 between AT&T Corp., as assignor, and
Agent, as assignee, for the assignment and assumption of certain leases set
forth in the Assignment Agreement and related obligations.  The Assignment Agreement is attached hereto
as Exhibit A.


 


WHEREAS, Agent has
willingly agreed to act as a nominee for Principal with respect to the
obligations and duties of the assignee under the Assignment Agreement and all
documents executed pursuant thereto.


 


NOW,
THEREFORE, in consideration of the mutual covenants and
conditions hereinafter contained and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties do
hereby agree as follows:


 


1.             Principal hereby
appoints Agent to act as Principal’s nominee, and Agent hereby accepts such
appointment and agrees to perform such obligations and duties for and on behalf
of Principal as are set forth in the Assignment Agreement.


 


2.             Agent acknowledges
that Agent will be acting as the leasehold assignee in connection with the
performance of the Principal’s obligations and duties under the Assignment
Agreement, including but not limited to managing, maintaining and/or leasing
the leaseholds described therein (the “Leaseholds”) solely as nominee for and
on behalf of Principal.


 


3.             Principal shall have
and shall at all times continue to have all obligations, liabilities, benefits,
rights, privileges and indemnities accruing under or with respect to the
Assignment Agreement, and shall be liable for all acts of the Agent in
connection with the performance of its duties under the Assignment Agreement as
if such actions were undertaken directly by the Principal.


 


4.             Agent
shall have no discretionary authority to act for or on behalf of Principal
other than in its capacity as general partner of Principal.  Agent shall not do or


 

















 


suffer to be done any act or omission with respect to the Assignment
Agreement, but shall perform only such acts as may be specifically requested by
Principal from time to time, including, without limitation, the following:


 


(a)           Upon
delivery of written instructions from Principal, Agent shall immediately cause
the Assignment Agreement to be assigned to Principal or to such other person,
persons or entities as Principal may, in Principal’s sole discretion,
designate.


 


(b)           Any
and all notices, statements and communications received by Agent as the
assignee with respect to the Leaseholds shall be promptly given to Principal.


 


(c)           If
Agent shall receive any funds advanced pursuant to the Assignment Agreement
and/or any contracts and documents executed in accordance therewith or
herewith, Agent shall disburse such funds in accordance with the directions of
Principal, either directly to Principal or to such persons, firms and/or
entities as Principal may, in Principal’s sole discretion, designate.  Agent shall account to Principal for all
funds so received by Agent on behalf of Principal in such reasonable manner as
Principal may from time to time require.


 


5.             Agent
agrees that Agent shall not, without prior written consent of Principal,
disclose the existence of the agency established hereby, or the fact that Agent
is the assignee with respect to the Leaseholds as nominee for Principal, to any
third party, except as required by law or to enforce any rights hereunder.


 


6.             The
authority and duties of Agent hereunder shall not be delegated or assigned by
Agent except at the written direction or with the prior written consent of
Principal.


 


7.             This
Agreement may be terminated by Principal or Agent at any time upon thirty (30)
days’ prior written notice to the other party. 
Upon termination, Agent shall execute and deliver to Principal or
Principal’s designee, all of Agent’s rights and interests held by Agent as
nominee pursuant hereto, as may reasonably be requested by Principal and as may
be reasonably necessary to assign the Assignment Agreement to Principal or
Principal’s designees.


 


8.             Principal
does hereby agree to well and truly indemnify and save harmless Agent from all
manner of suits, actions, damages, charges, expenses, including reasonable
attorneys’ fees and disbursements, that Agent may sustain by reason of having
entered into this Agreement and/or by reason of Agent acting as assignee and/or
by reason of Agent having delivered and executed this Agreement.


 


9.             All
notices, communications and directions hereunder shall be delivered personally
or sent by certified or registered mail to the parties at their aforesaid
addresses.


 

















 


IN WITNESS WHEREOF, the parties hereto have
signed this Agreement as of the date first above written.


 


	
   

  	
  PRINCIPAL:

  
	
   

  	
   

  
	
   

  	
  MACK-CALI REALTY, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Mack-Cali Realty Corporation

  
	
   

  	
   

  	
  Its general partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Roger W. Thomas

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Roger W. Thomas

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President,

  
	
   

  	
   

  	
   

  	
  General Counsel and Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AGENT:

  
	
   

  	
   

  
	
   

  	
  MACK-CALI REALTY CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Barry Lefkowitz

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Barry Lefkowitz

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President

  
	
   

  	
   

  	
   

  	
  and Chief Financial Officer