Exhibit 10.5


 


MASTER ASSIGNMENT AND
ASSUMPTION AGREEMENT


 


THIS MASTER ASSIGNMENT AND ASSUMPTION
AGREEMENT (“Agreement”) made this 2d day of April, 2004 by and between and
AT&T Corp., a corporation organized under the laws of the State of New
York, having an address at 55 Corporate Drive, Bridgewater, New Jersey 08807 (“Assignor”),
and MACK-CALI REALTY CORPORATION, a Maryland corporation, having an address at
11 Commerce Drive, Cranford, New Jersey 07016 (“Assignee”).


 


In consideration of the mutual promises,
covenants, and agreements set forth herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Seller and Purchaser agree as follows:


 


Section 1.              
Agreement.


 


(a)  Leases. Assignor is the tenant under
each of the following leases except for the Teleport Lease in which case
Assignor’s wholly owned subsidiary is the tenant (collectively, the “Leases”):


 


(i)            Net Lease Agreement
dated January 18, 1996 by and between Connecticut General Life Insurance Company
(predecessor to Glenborough Properties LP), as landlord and Assignor, as
tenant, as said Net Lease Agreement has been amended by a First Amendment to
Lease dated January 18, 1996 (collectively, the “15 Vreeland Lease”) for
premises located at 15 Vreeland Road, Florham Park, New Jersey (the “15 Vreeland
Property”);


 


(ii)           Lease Agreement dated
May 31, 1988 originally between The Rechler Partnership as subsequently
assigned to 290 Davidson, L.L.C. and AT&T Resource Management Corporation
as subsequently assigned to AT&T Credit Holdings Inc. as further
subsequently assigned to Assignor, as amended by the First Amendment to Lease
Agreement dated April 17, 1998 and Consent to Assignment dated July 10, 1998
(collectively, the “290 Davidson Lease”) for premises commonly
known as 290 Davidson Avenue, Somerset, New Jersey (the “290 Davidson Property”);


 


(iii)          Office Lease dated
December 23, 1998 with Assignor, as tenant and TR Koll Florham Park Corp., as
subsequently assigned to Thirty Vreeland Associates, L.L.C., as landlord, as
amended by that certain Confirmation of Commencement Agreement dated July 8,
1998, that certain First Amendment to Office Lease dated October 15, 1999, that
certain Confirmation of Commencement Agreement dated October 25, 1999, that
certain Amendment to Office Lease and Settlement Agreement dated August 8, 2002
and that certain Partial Recapture Agreement dated October 28, 2003
(collectively, the “30A Vreeland Lease”) for a portion of the
premises located at 30A Vreeland Road, Florham Park, New Jersey (the “30A Vreeland
Property”);


 

















 


(iv)          Office Lease dated June
9, 1997 by and between Thirty Vreeland Associates, L.L.C., successor in
interest to TR Koll Florham Park Corp., as landlord and Assignor, as tenant, as
said Office Lease has been amended by an Amendment to Office Leases and
Settlement Agreement dated August 8, 2002 (collectively, the “30B Vreeland
Lease”) for premises located at 30 B Vreeland Road, Florham Park,
New Jersey (the “30B Vreeland Property”);


 


(v)           Agreement of Lease
dated August 19, 1996 by and between South Brunswick Investors, L.P., as
landlord, and Assignor, as successor in interest to Teleport Communications
Group, Inc., as tenant, as said Agreement of Lease has been amended by a First
Amendment to Agreement of Lease dated September 25, 2002 and a Second Amendment
to Agreement of Lease dated January 7, 2004 (collectively, the “437 Ridge
Lease”) for premises located at 437 Ridge Road, Dayton, New Jersey
(the “437
Ridge Property”); and


 


(vi)          Agreement of Lease dated
November 10, 1987 with Teleport Associates, as landlord and Teleport
Communications Group, Inc. (f/k/a Teleport Communications Group), as tenant, as
amended by an Agreement dated September 26, 1989, as amended by a Second
Amendment to Lease dated September 4, 1992, as amended by a Third Amendment to
Lease dated September 14, 1992, as amended by a Fourth Amendment to Lease dated
January 5, 1994, as modified by a Consent Agreement dated January 5, 1994,
as amended by a Commencement Date Agreement dated November 4, 1994, as amended
by a Fifth Amendment to Lease dated May 5, 1995, as a modified by a Consent
Agreement dated May 5, 1995, as amended by a Sixth Amendment to Lease dated May
28, 1998 and as amended by a Seventh Amendment to Lease dated June 29, 1998
(collectively, the “Teleport Lease”) for premises commonly
referred to as Teleport I and Teleport II, Staten Island, New York (the “Teleport
Property”).  The Teleport
Property, the 437 Ridge Property, the 30B Vreeland Property, the 30A Vreeland
Property, the 290 Davidson Property and the 15 Vreeland Property are referred
to collectively as the “Properties”.


 


(b)           Assignment.
Assignor hereby agrees to assign its entire right, title and interest in the
Leases to Assignee as of the Closing Date (as hereinafter defined) subject to
the terms and conditions of this Agreement, including, without limitation,
Assignor’s rights with respect to an unused allowance for tenant improvements
under the 30A Vreeland Lease and the 30B Vreeland Lease (the “Unused TI
Allowance”).  With respect to Teleport
Lease, Assignor agrees to cause Teleport Communications Group, Inc. (“TCG”),
Assignor’s wholly owned subsidiary, to assign its entire right, title and
interest in the Teleport Lease to Assignee as of the Closing Date subject to
the terms and conditions of this Agreement. 
Assignor hereby agrees to be personally liable to Assignee for the
performance of the indemnity obligations of TCG contained in its assignment to
Assignee, which agreement shall survive the Closing.


 


(c)           Assumption. Assignee
hereby agrees to assume the performance of all rental obligations accruing
under the Leases after the Closing Date, and all of the other terms, covenants
and conditions of the Leases as of the Closing Date (as hereinafter defined) to
the extent arising after the Closing Date, all with full force and effect as to
obligations arising after the Closing Date as if the Assignee had signed the
lease originally as tenant named therein, subject to the terms and conditions
of this Agreement.   Assignee hereby
agrees that the obligations herein assumed by the Assignee shall inure jointly
and severally to the landlord


 


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named in the Lease (the “Prime
Landlord”), and to the Assignor herein.  This assumption by Assignee includes any obligation to remove any
alterations and restore the leased premises in connection with such removal,
pursuant to the provisions of any of the Leases.  Assignor represents and warrants to Assignee that Jack Colasurdo,
Global Real Estate Manager, has no knowledge of any restoration obligation
under any of the Leases, except as may be expressly required by the terms
thereof, and to his knowledge, Assignor has received no notice from a Prime
Landlord of any restoration obligation. 
Assignor represents that Jack Colasurdo is the most likely employee or
agent of Assignor to have such knowledge. 
As to all rental obligations accruing under the Leases prior to the
Closing Date, and all other obligations arising under the Leases prior to the Closing
Date, Assignor shall remain solely liable. 
This Paragraph shall survive Closing.


 


(d)           Closing Date.
For purposes of this Agreement, the term “Closing Date” shall have the same meaning
ascribed to such term in Article X of the 30 Knightsbridge Contract and Kemble
Plaza II Contract which are defined in Section 2(c) of this Agreement.


 


(e)           Assignment and
Assumption Agreement. On the Closing Date and subject to the satisfaction
of each of the conditions set forth in Section 2 of this Agreement, the parties
shall execute and deliver the following documents (collectively, the
“Assignment and Assumption Agreements”):


 


(i)            Assignment and
Assumption of Lease with respect to the 15 Vreeland Property which shall
be in the form attached hereto as Exhibit A;


 


(ii)           Assignment and
Assumption of Lease with respect to the 290 Davidson Property which shall
be in the form attached hereto as Exhibit B;


 


(iii)          Assignment and
Assumption of Lease, Sublease and Consent Agreement with respect to the 30A
Vreeland Property which shall be in the form attached hereto as Exhibit C;


 


(iv)          Assignment and
Assumption of Lease with respect to the 30B Vreeland Property which shall
be in the form attached hereto as Exhibit D;


 


(v)           Assignment and
Assumption of Lease with respect to the 437 Ridge Property which shall be
in the form attached hereto as Exhibit E;


 


(vi)          Assignment and
Assumption of Lease with respect to the Teleport Property, which shall be
executed by Assignor’s wholly owned subsidiary, Teleport Communications Group,
Inc. as assignor, and which shall be in the form attached hereto as Exhibit
F;


 


(vii)         Assignment and Assumption
of any sublease with respect to any of the Properties executed by Assignor
between the date hereof and the Closing Date, in substantially the form attached
hereto as Exhibit C, with appropriate modifications, as necessary;


 


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(viii)        A duly executed
certificate of an Assistant Secretary of Assignor, certifying that the
signatory to the documents being executed and delivered by Assignor is
authorized to sign said documents on behalf of Assignor;


 


(ix)           A duly executed
certificate of corporate resolution of Assignee, authorizing the subject
transaction;


 


(x)            Certificate confirming
the continued accuracy of Assignor’s representations hereunder;


 


(xi)           Certificate confirming
the continued accuracy of Assignee’s representations hereunder; and


 


(xii)          A closing statement with
pro-rations of income and expense with respect to the Properties.


 


(xiii)         the parties shall execute
a sublease pursuant to which Assignee subleases to Assignor a portion of the
290 Davidson Property for a term of one year and which sublease shall be in the
form of sublease approved by the parties and attached hereto as Exhibit I;
and


 


(xiv)        the parties shall execute
a sublease pursuant to which Assignee subleases to Assignor the 15 Vreeland
Property for a term of ninety (90) days, and which sublease shall be in the
form of sublease approved by the parties and attached hereto as Exhibit J.


 


(f)            Security Deposit for
30A Vreeland Property. On the Closing Date and upon execution of the
Assignment and Assumption of Lease, Sublease and Consent Agreement with respect
to the 30A Vreeland Property, Assignor shall transfer to Assignee the security
deposit posted by The Louis Berger Group, Inc. in connection with that certain
Sublease dated September 23, 2003 between Assignor, as sublandlord and The
Louis Berger Group, Inc., as subtenant, as supplemented by that certain
Sublease Consent and Nondisturbance Agreement dated October 17, 2003 by and
among Landlord, Assignor and Subtenant (collectively, the “Louis Berger Sublease”) for a
portion of the 30A Vreeland Property. 
Assignor agrees, promptly upon execution and delivery of this Agreement
by both parties, to send to The Louis Berger Group, Inc. the estoppel
certificate attached hereto as Exhibit K and to diligently seek and make
commercially reasonable efforts to obtain the execution of such certificate by
The Louis Berger Group, Inc; provided, however, that the obtaining of such
estoppel certificate from The Louis Berger Group, Inc. shall not be a
precondition to the Closing.


 


(g)           Subleases Prior to
Closing Date.


 


(i)            In the event Assignor
subleases any of the properties which are the subject of the Leases after the
Effective Date and prior to the Closing Date, not including the Louis Berger
Sublease, Assignor and Assignee shall share any Net Revenues (as hereinafter
defined) if, as and when received by Assignor (or after Closing, if, as and
when received by Assignee) in connection with any subletting in a ratio of
fifty percent (50%) to Assignor and fifty percent (50%) to Assignee.  Assignor agrees not to enter into any
subleases prior to the Closing Date without the prior written consent of
Assignee, which shall not be unreasonably withheld.


 


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(ii)           “Net Revenues” shall mean in
the aggregate of all rents, additional charges, or other consideration payable
under a sublease to Assignee by the subtenant less (1) any tenant improvement
allowances; (2) leasing commissions due and owing to a real estate brokerage
firm; (3) other customary and reasonable concessions, costs and fees incurred
by Tenant in connection with the subleasing. 
Assignee shall be solely responsible for any fee splitting obligations
to a Prime Landlord for any subleases under any of the Leases, but any such
obligation shall be a deductible cost in computing Net Revenues.


 


(h)           Subleases After
Closing Date.  In the event Assignee
subleases any of the Teleport Property after the Closing Date, Assignor and
Assignee shall share any Net Revenues if, as and when received by Assignee in
connection with any subletting through December 31, 2008 in a ratio of forty
percent (40%) to Assignor and sixty percent (60%) to Assignee which shall be
payable by Assignee immediately upon receipt thereof.  All other revenues from subleases entered into by Assignee after
Closing shall be for the sole benefit of Assignee.


 


(i)            Pro-Rations.  At Closing, items of income and expense,
such as rents, shall be adjusted between the parties as of the Closing Date,
including the rent under the Louis Berger Group, Inc Sublease.


 


(j)            Lack of Landlord
Approval.  (i)  If, as of the Closing Date, Assignor has not
received the consent of a particular Prime Landlord to the assignment of its
lease, or if such Prime Landlord refuses to consent to the assignment, the
Closing shall proceed as to the remaining Properties, and, on and after the
Closing Date until such landlord consent is received, Assignee agrees that it
shall reimburse Assignor, within thirty (30) days after receipt of an invoice,
for all reasonable out-of-pocket expenses incurred by Assignor with respect to
the particular lease to the extent arising and attributable to the period after
Closing, including all rental payments and other expenses with respect to such
lease to the extent accruing after the Closing Date, and Assignee agrees to
indemnify, defend and hold harmless Assignor against any other liability under
such lease arising after the Closing Date, including a claim by the Prime
Landlord that this agreement constitutes a default under the particular lease,
provided (x) Assignor, within fifteen (15) days after its receipt of same, pays
to Assignee any sublease rents or other income derived from such leasehold with
respect to the period after the Closing Date, (y) Assignor does not commit any
other default under the particular lease, and (z) Assignor follows Assignee’s
lawful written directions with respect to the use and operation of the leased
premises, including, without limitation, a request to the Prime Landlord for
consent to an assignment or sublease desired by Assignee and the execution of
the appropriate documentation to effectuate such transaction.  Assignee shall also reimburse Assignor for
Assignor’s reasonable out-of-pocket expenses in complying with the directions
of Assignee, and Assignee’s indemnity obligations shall apply to any such
assignment or sublease into which Assignor enters.  If the Prime Landlord ultimately consents to the assignment from
Assignor to Assignee, the parties shall execute and deliver the appropriate
assignment document.


 


(ii)           Notwithstanding the
foregoing, if a Prime Landlord recaptures a Property pursuant to its Lease,
such property shall be removed from this Agreement and the Purchase Prices
under the 30 Knightsbridge Contract and the Kemble Plaza II Contract (as
hereafter defined), shall each be increased by fifty percent (50%) of the
present value of the base or fixed rent which will no longer be payable under
the recaptured Lease for the balance of its


 


5

















 


existing term.  The present value of such future rent
payments shall be calculated by using a discount figure of nine percent (9%).


 


(k)           Contracts.  Assignor agrees that all written service
contracts and agreements with respect to the Properties (collectively,
“Contracts”), other than the agreements covered by the Assignment and
Assumption Agreements, shall be terminated as of the Closing and Assignee shall
have no liability thereunder.  Assignor
agrees to indemnify, defend and hold Assignee harmless from any claim or
liability arising out of the Contracts. 
This obligations shall survive Closing.


 


(l)            Obligations:  Assignor agrees that, between the date
hereof and the Closing, it will comply with all of its obligations under the
agreements covered by the Assignment and Assumption Agreements.


 


(m)          Assignor agrees,
promptly upon execution and delivery of this Agreement by both parties, to send
to each of the Prime Landlords an estoppel certificate substantially in all of
the forms attached hereto as Exhibit L and to diligently seek and make
commercially reasonable efforts to obtain the execution of such certificate by
each Prime Landlord; provided, however, that the obtaining of such estoppel
certificates from the Prime Landlords shall not be a precondition to the
Closing.


 


(n)           At Closing, Assignor
shall deliver possession of the Properties to Assignee, vacant (except for such
furniture as Assignee has elected to keep) and broom clean, subject only to (i)
the Subleases, and (ii) the subleases from Assignee to Assignor pursuant to
this Agreement.


 


(o)           Assignee shall not
have, and there is excluded from the Assignment of the Leases, the right to
renew any of the Leases beyond their existing terms, unless Assignee secures
from the particular Prime Landlord a full and complete release of Assignor from
all liability under such Lease with respect to the renewal term or terms.  The foregoing shall not affect the right of
Assignee to enter into a new lease on its own of any Property.


 


Section
2.              Indivisible
Economic Package and Contingencies.


 


(a)           Indivisible Economic
Package.  Except as provided above,
Assignee has no right to assume, and Assignor has no obligation to assign, less
than all of the Leases, it being the express agreement and understanding of
Assignee and Assignor that, as a material inducement to Assignor and Assignee
to enter into this Agreement, Assignee has agreed to assume, and Assignor has
agreed to assign, all of the Leases, subject to and in accordance with the
terms and conditions hereof.


 


(b)           Prime Landlord
Consent Contingency.  Except as
provided in Section 1, above, this Agreement and the obligations of the
parties hereunder are expressly conditioned upon Assignor’s obtaining the prior
written consent of the Prime Landlord of each of the Leases, if such written
consent is required under the Leases, which consent requests shall be in the
form attached hereto as Exhibit G, as well as the failure of any Prime
Landlord to exercise any recapture rights contained in the Leases.  Assignor agrees to diligently seek and make
commercially reasonable efforts to obtain such consents. Upon request by Assignor,
Assignee shall use commercially reasonable efforts to assist Assignor in
obtaining the required consents


 


6

















 


from the Prime Landlords.
Assignee shall promptly deliver to Assignor any information requested by each
Prime Landlord (in connection with the Prime Landlord’s approval of the
applicable assignment and assumption agreement) with respect to the nature and
operation of Assignee’s business and/or the financial condition of Assignee and
shall promptly execute any consent documents or amendments reasonably requested
by the Prime Landlord provided same shall not require Assignee to pay any
consideration to the Prime Landlord.


 


(c)           Additional
Contingencies. This Agreement and the obligations of the parties hereunder
are further expressly contingent upon the satisfaction of the following
conditions which must occur contemporaneously on the Closing Date:


 


(i)            the parties shall
close title to real property located at 30 Knightsbridge, Piscataway, New
Jersey (the “30 Knightsbridge Property”) whereby Assignor shall sell and
Assignee shall purchase said real property, and Assignee shall lease-back a
portion of the property to Assignor, in accordance with the terms and
conditions of that certain Agreement of Purchase and Sale (the “30
Knightsbridge Contract”) agreed to by the parties and executed
contemporaneously with this Agreement;


 


(ii)           the parties shall close
title to real property located at Kemble Plaza II, 412 Mt. Kemble Avenue,
Morris Township, New Jersey and that certain parcel containing approximately 25
acres commonly known as Lot 15, Block 23.02 (collectively, the “Kemble Plaza
II Property”) whereby Assignor shall sell and Assignee shall
purchase said real property, and Assignee shall lease-back the property to
Assignor, in accordance with the terms and conditions of that certain Agreement
of Purchase and Sale (the “Kemble Plaza II Contract”) agreed to by the
parties and executed contemporaneously with this Agreement;


 


(iii)          the parties shall
execute a lease amendment pursuant to which Assignor shall extend its lease for
a ten year term with respect to real property located at Kemble Plaza I, 340
Mt. Kemble Avenue, Morris Township, New Jersey (the “Kemble Plaza I Property”)
which lease amendment shall be in the form of lease amendment approved by the
parties and attached hereto as Exhibit H;


 


(iv)          Assignee’s obligation to
close this transaction shall be subject to its evaluation of the Properties and
the Leases.  Assignee’s rights and
obligations with respect to this evaluation shall be identical to those
contained in Article V of the 30 Knightsbridge Contract and the Kemble Plaza II
Contract, which article is incorporated herein by reference.  Assignee shall have the right to terminate
this Agreement to the same extent as provided in said Article V and will lose
such right if it is not exercised within the Evaluation Period, as defined
therein; and


 


(v)           All of the Leases must
remain in full force and effect as of the Closing, and nothing shall have
occurred, such as casualty or condemnation, which, upon notice or the passage
of time, or both, would result in the termination of a Lease.; provided,
however, that Assignee shall have the right to keep the agreement in force with
respect to the other Properties by agreeing to make to Assignor the payment
described in Section 1(j)(ii) with respect to the terminated Lease.


 


7

















 


(d)           Termination.  Except as provided in Section 1, above, in
the event any of the contingencies set forth in Section 2(b) and Section 2(c)
(the “Section
2 Contingencies”) are not satisfied as of the Closing Date, either
party shall have the right to terminate this Agreement.


 


Section 3.              Assignor
Representations and Warranties. 
Assignor represents and warrants to Assignee the following, all of which
shall be reaffirmed by Assignor as true, accurate and complete on the Closing
Date:


 


(a)           Status.
Assignor is a corporation, duly organized and validly existing and in good
standing under the laws of the State of New York and authorized to do business
in the State of New Jersey.


 


(b)           Authority.  The execution and delivery of this Agreement
and all other documents now or hereafter to be executed and delivered by
Assignor pursuant to this Agreement (collectively, the “Assignor Documents”) and the
performance of Assignor’ obligations hereunder and under the Assignor Documents
have been duly authorized by all necessary action on the part of Assignor, and
this Agreement constitutes, and the Assignor Documents will constitute, the
legal, valid and binding obligation of Assignor, enforceable in accordance with
their terms, subject to bankruptcy, reorganization and other similar laws
affecting the enforcement of creditors’ rights generally and except as may be
limited by general equitable principles. 
The person signing this Agreement on behalf of Assignor has been duly
authorized to sign and deliver this Agreement on behalf thereof.


 


(c)           Non-Contravention.  The execution and delivery of this Agreement
and the Assignor Documents by Assignor and the consummation by Assignor of the
transactions contemplated hereby will not (i) violate any judgment, order,
injunction, decree, regulation or ruling of any court or Authority having
jurisdiction over Assignor, (ii)  conflict with, result in a breach of, or
constitute a default under the organizational documents of Assignor, (iii)
violate any note or other evidence of indebtedness, any mortgage, deed of trust
or indenture to which Assignor is a party or by which it is bound, or
(iv) provided the consents of the Prime Landlords are obtained, violate
any lease or other material agreement  or instrument to which Assignor is a party
or by which it is bound.


 


(d)           Consents.  Other than the consents of the Prime
Landlords, no consent, waiver, approval or authorization is required from any
person or entity (that has not already been obtained) in connection with the
execution and delivery of this Agreement and the Assignor Documents by Assignor
or the performance by Assignor of the transactions contemplated hereby.


 


(e)           Assignor’s
Interest.  Assignor has
good title to the leasehold estates created by the Leases, other than the
Teleport Lease (the “Assignor Leasehold
Estates”) and the subleases affecting the Assignor Leasehold Estates
(the “Assignor Subleases”) and has
not transferred, assigned, sold, conveyed, pledged, mortgaged, granted a
security interest in, or otherwise disposed of the Assignor Leasehold Estates
or the Assignor Subleases any portion thereof or interest therein or granted
any option to any person or entity to acquire the Assignor Leasehold Estates.  The Assignor Leasehold Estates and
the Assignor Subleases are free and clear of all liens, encumbrances,
liabilities, claims, exceptions, covenants and restrictions of any


 


8

















 


kind or character, including but not limited to, any
security interests or, any restriction on sale or assignment or granting of any
option, right or agreement for the purchase or acquisition of the same or any
interest in the same.


 


(f)            Teleport
Status. Teleport is a corporation, duly organized and validly
existing and in good standing under the laws of the State of Delaware, and
authorized to transact business in the State of New York.


 


(g)           Teleport
Authority.  The execution
and delivery of all other documents now or hereafter to be executed and
delivered by Teleport pursuant to this Agreement (collectively, the “Teleport
Documents”) and the performance of Teleport’s obligations hereunder and under the Teleport Documents have been duly authorized
by all necessary action on the part of Teleport,
and this Agreement constitutes, and the Teleport
Documents will constitute, the legal, valid and binding obligation of Teleport, enforceable in accordance
with their terms, subject to bankruptcy, reorganization and other similar laws
affecting the enforcement of creditors’ rights generally and except as may be
limited by general equitable principles.


 


(h)           Non-Contravention
Regarding Teleport.  The
execution and delivery of this Agreement and the Teleport Documents by Teleport
and the consummation by Teleport of the transactions contemplated hereby will
not (i) violate any judgment, order, injunction, decree, regulation or ruling
of any court or Authority having jurisdiction over Teleport, (ii) conflict
with, result in a breach of, or constitute a default under the organizational
documents of Teleport, (iii) violate any note or other evidence of
indebtedness, any mortgage, deed of trust or indenture to which Teleport is a
party or by which it is bound, or (iv) provided the Approvals are
obtained, violate any lease or other material agreement  or instrument to which
Teleport is a party or by which it is bound.


 


(i)            Teleport
Consents.  Subject to
receipt of the Landlord Consents, no consent, waiver, approval or authorization
is required from any person or entity (that has not already been obtained) in
connection with the execution and delivery of the Teleport Documents by
Teleport or the performance by Teleport of the transactions contemplated hereby


 


(j)            Teleport
Leasehold Estate.  Teleport has good title to the
leasehold estate created by the Teleport Lease (the “Teleport Leasehold Estate”; and collectively with the Assignor
Leasehold Estates, the “Leasehold Estates”)
and any sublease affecting the Teleport Leasehold Estate, if any (a “Teleport Sublease”) and has not
transferred, assigned, sold, conveyed, pledged, mortgaged, granted a security
interest in, or otherwise disposed of the Teleport Leasehold Estate or any Teleport Sublease, or any portion
thereof or interest therein or granted any option to any person or entity to
acquire such Leasehold Estate or Teleport Sublease. 
The Teleport
Leasehold Estate and any Teleport Sublease is free and clear of all liens,
encumbrances, liabilities, claims, exceptions, covenants and restrictions of
any kind or character, including but not limited to, any security interests or,
any restriction on sale or assignment or granting of any option, right or
agreement for the purchase or acquisition of the same or any interest in the
same.


 


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(k)           Non-Contravention.  The consummation of the transactions
contemplated hereby will not violate any judgment, order, injunction, decree,
regulation or ruling of any court or governmental authority having jurisdiction
over the Properties, the Leasehold Estates, the Teleport Subleases or the
Assignor Subleases (collectively, the “Subleases”).


 


(l)             Suits
and Proceedings.  Except
as listed in Schedule 1.1(r)(i), there are no legal actions, suits,
arbitrations, administrative proceedings or similar proceedings pending and
served, or, to Assignor’s knowledge, threatened in writing against or affecting
the Leasehold Estates, the Subleases or the Properties which if adversely
determined, would materially and adversely affect the value of the Leasehold
Estates (or the continued operations thereof).


 


(m)          Leases/Tenants.


 


(i)            The
documents evidencing the Leases and the Louis Berger Sublease previously
provided to Assignee are, in all material respects, true, accurate and complete
copies of the Leases and the Louis Berger Sublease, including all amendments
thereto, and represent all such documents in Seller’s possession.  There are no material omissions of relevant documents.


 


(ii)           Neither
Assignor nor Teleport (the “Assignor Parties”)
is in monetary default under any Lease or Sublease, nor have they received a
notice of default under any of the Leases or the Subleases.  To Assignor’s knowledge, the landlords under
the Leases are not in default under the Leases, the subtenants under the
Subleases are not in default under the Subleases, and no event has occurred
which with the passage of time, or the giving of notice, or both, would
constitute a default by any of such parties under the applicable Leases or Subleases.


 


(n)           Financial
Matters.  Attached hereto as Schedule 3(n) is a
schedule of operating costs for each Property for the prior calendar year
(i.e., rent, additional rent, taxes, utilities, property maintenance and
operating cost), which, to the knowledge of Assignor, is true, accurate and
complete in all material respects.


 


(o)           Licenses,
Permits and Violations. Neither of the Assignor Parties has
received written notice that any license, certificate or permit with respect to
the Properties has been or is threatened to be revoked, nor have they received
written notice of any violation of law or code with respect to any of the
Properties, including, without limitation, a notice of violation for failure to
possess a legally required license, certificate or permit.


 


(p)           Leasing
Commission Agreements. 
There are no commissions owing with respect to any of the Subleases (or
by the tenant under any of the Leases) and there are no existing leasing
commission or brokerage agreements affecting the Leasehold Estates or the
Subleases, which would be binding upon Assignee as a result of the Closing of
the assignments contemplated by this Agreement, or as a result of any future
assignments or subleases effected by Assignee.


 


(q)           Condemnation.  None of the Assignor Parties has received
notice of any pending or contemplated condemnation or eminent domain
proceedings affecting the Leasehold Estates or the Properties, and to
Assignor’s knowledge, there is no:  (i)
pending or contemplated


 


10

















 


annexation or condemnation proceeding affecting, or
which may affect, all or any portion of the Leasehold Estates or the
Properties; or (ii) proposed change in road patterns or grades which may
adversely affect access to any roads providing a means of ingress to or egress
from the Leasehold Estates or the Properties.


 


(r)            Real
Property Taxes.  To the
knowledge of the Assignor Parties, none of the Properties is presently subject
to a tax abatement or other agreement reducing the real property taxes
payable.  Neither of the Assignor
Parties has filed a tax appeal which is presently pending with respect to any
of the Properties.


 


(s)           Assessments.  Assignor has no knowledge of any assessments, confirmed or
unconfirmed, affecting any of the Properties.


 


(t)            ISRA.  
Assignor’s SIC Code is 4813, which presently excludes the Properties
from the definition of an “industrial establishment” as defined in the
Industrial Site Recovery Act, N.J.S.A. 13:1k-6 et  seq.


 


(u)           Parking
Lease.  The parking lease
with respect to the 290 Davidson Property, between Assignor and the Prime
Landlord, has expired by its terms.


 


(v)           Unused TI Allowance.  Assignor has not drawn down any part of the
Unused TI Allowance under paragraph 2(b) of the Amendment to Office Lease and
Settlement Agreement dated August 8, 2002, comprising a part of the 30A
Vreeland Lease and the 30B Vreeland Lease.


 


The representations and
warranties made by Assignor in this Section 3 and elsewhere in this Agreement
are true and correct as of the date of this Agreement, shall be true and
correct and deemed repeated as of the Closing, and shall survive the Closing
for a period of one year, except for the representation in Paragraph 1(c) with
regard to restoration obligations which shall survive as to any Lease until one
hundred eighty (180) days after the expiration of such Lease, unless
specifically declared in this Agreements as not surviving Closing.


 


Section 4.              Assignee
Representations and Warranties. 
Assignee represents and warrants to Assignor the following, all of which
shall be reaffirmed by Assignee as true, accurate and complete on the Closing
Date:


 


(a)           Status.
Assignee is a corporation, duly organized and validly existing and in good
standing under the laws of the State of Maryland and authorized to do business
in the State of New Jersey.


 


(b)           Authority.  As of the Closing Date, the execution and
delivery of this Agreement and all other documents now or hereafter to be
executed and delivered by Assignee pursuant to this Agreement (collectively,
the “Assignee
Documents”) and the performance of Assignee’s obligations hereunder
and under the Assignee Documents will have been duly authorized by all
necessary action on the part of Assignee, and this Agreement will constitute,
and the Assignee Documents will constitute, the legal, valid and binding
obligation of Assignee, enforceable in accordance with their terms, subject to
bankruptcy, reorganization and other


 


11

















 


similar laws affecting the enforcement of creditors’
rights generally and except as may be limited by general equitable
principles.  The person signing this
Agreement on behalf of Assignee will have been duly authorized to sign and
deliver this Agreement on behalf thereof.


 


(c)           Non-Contravention.  The execution and delivery of this Agreement
and the Assignee Documents by Assignee and the consummation by Assignee of the
transactions contemplated hereby will not (i) violate any judgment, order,
injunction, decree, regulation or ruling of any court or Authority having
jurisdiction over Assignee, (ii)  conflict with, result in a breach of, or
constitute a default under the organizational documents of Assignee, (iii)
violate any note or other evidence of indebtedness, any mortgage, deed of trust
or indenture to which Assignee is a party or by which it is bound, or
(iv) provided the consents of the Prime Landlords are obtained, violate
any lease or other material agreement  or instrument to which Assignee is a party
or by which it is bound.


 


(d)           Consents.  Other than the consents of the Prime
Landlords, no consent, waiver, approval or authorization is required from any
person or entity (that has not already been obtained) in connection with the
execution and delivery of this Agreement and the Assignee Documents by Assignee
or the performance by Assignee of the transactions contemplated hereby.


 


(e)           Suits and
Proceedings.  Except as
listed in Schedule 4(e), there are no legal actions, suits,
arbitrations, administrative proceedings or similar proceedings pending and
served, or, to Assignee’s knowledge, threatened in writing against or affecting
Assignee which if adversely determined, would materially and adversely affect
the performance by Assignee of its obligations hereunder.


 


The representations and warranties
made by Assignee in this Section 4 and elsewhere in this Agreement are true and
correct as of the date of this Agreement, shall be true and correct and deemed
repeated as of the Closing, and shall survive the Closing for a period of one
years, unless specifically declared in this Agreements as not surviving
Closing.


 


Section
5.              Guaranty and
Indemnification.


 


(a)           In the event any of the
Leases are assigned to a Permitted Assignee (as defined in Section 7(b) of this
Agreement), Assignee unconditionally guarantees to Assignor the full and
punctual performance and observance of all of the terms, covenants and
conditions in the Leases on the part of the Permitted Assignee to be kept,
performed or observed.


 


(b)           The liability of
Assignee hereunder shall in no way be affected by (i) the release or discharge
of the Permitted Assignee in any creditors receivership, bankruptcy or other
proceeding, (ii) the impairment, limitation or modification of the liability of
the Permitted Assignee or its estate in bankruptcy, or of any remedy for the
enforcement of the Permitted Assignee’s said liability under each of the Leases
resulting from the operation of any present or future provision of the Federal
Bankruptcy Code or other statute or from the decision of any court, (iii) the
rejection or disaffirmance of any of the Leases in any such proceedings, (iv)
the assignment, sublease or transfer of any of the Leases by Permitted
Assignee, (v) any disability or


 


12

















 


other defense of the Permitted
Assignee, or (vi) the cessation from any cause whatsoever of the liability of
the Permitted Assignee.


 


(c)           Notwithstanding any
assignment of any of the Leases to a Permitted Assignee, Assignee agrees to
indemnify, defend and hold Assignor harmless from and against any claim,
demand, cause of action, charge, judgment, damage, liability, cost or expense
(including, without limitation, reasonable attorneys’ fees and legal costs)
arising out of any of the Leases in connection with events occurring on or
after the Closing Date.


 


Section
6.              Default and Right
to Re-enter.


 


(a)           Assignee agrees to give Assignor immediate
notice of any default under the Leases and an opportunity to cure such default
within the time period specified for such default in the applicable Lease.  Assignor shall have the right, but not the
obligation, to cure any default under the Leases. If Assignor cures such
default and is not reimbursed by Assignee for the cost of such cure within five
(5) days after written demand or Assignee fails to cure the default within the
applicable cure period, Assignor shall be entitled to resume possession of the
premises and the subject Lease shall continue as a direct lease between
Landlord and Assignor. In such event, Assignor may, without notice, re-enter
the leased premises and resume possession of the leased premises either by
force or otherwise, and dispossess by summary proceedings or otherwise,
Assignee or the Permitted Assignee, as the case may be, and remove their
effects and hold the leased premises as if the assignment and assumption of
lease with respect to such leased premises had not been made, and Assignee
hereby waives the service of notice of intention to re-enter or to institute
legal proceedings to that end. In the event of re-entry by Assignor, Assignor
may remove all persons and property from the leased premises and such property
may be removed and stored in a public warehouse or elsewhere at the cost of,
and for the account of, Assignee, without notice or resort to legal process and
without being deemed guilty of trespass, or becoming liable for any loss or
damage which may be occasioned thereby. 
In the event Assignee or the Permitted Assignee, as the case may be,
shall not remove its property from the leased premises within ten (10) days
after Assignee or Permitted Assignee has vacated the leased premises, then such
property shall be deemed abandoned by Assignee or Permitted Assignee and
Assignor may dispose of the same without liability to Assignee or Permitted
Assignee.


 


Section
7.              Miscellaneous.


 


 (a)          Notices. All notices or other
communications required or permitted hereunder shall be in writing, and shall
be given by any nationally recognized overnight delivery service with proof of
delivery, or by facsimile transmission (provided that such facsimile is
confirmed by the sender by expedited delivery service in the manner previously
described), sent to the intended addressee at the address set forth below, or
to such other address or to the attention of such other person as the addressee
will have designated by written notice sent in accordance herewith.  Unless changed in accordance with the
preceding sentence, the addresses for notices given pursuant to this Agreement
will be as follows:


 


13

















 


	
  If to
  Assignor:

  	
   

  	
  AT&T
  Corp.

  
	
   

  	
   

  	
  55 Corporate
  Drive

  
	
   

  	
   

  	
  Room 32A03

  
	
   

  	
   

  	
  Bridgewater,
  NJ 08807-1265

  
	
   

  	
   

  	
  Attn:   Jack Colasurdo

  
	
   

  	
   

  	
  (908)
  658-7747 (tele.)

  
	
   

  	
   

  	
  (908)
  658-2191 (fax)

  
	
   

  	
   

  	
   

  
	
  with a copy
  to:

  	
   

  	
  Lawrence F.
  Reilly, Esq.

  
	
   

  	
   

  	
  Pitney, Hardin,
  Kipp & Szuch LLP

  
	
   

  	
   

  	
  200 Campus
  Drive

  
	
   

  	
   

  	
  Florham
  Park, New Jersey 07932

  
	
   

  	
   

  	
  (973)
  966-6300 (tele.)

  
	
   

  	
   

  	
  (973)
  966-1550 (fax)

  
	
   

  	
   

  	
   

  
	
  If to
  Assignee:

  	
   

  	
  c/o
  Mack-Cali Realty Corporation

  
	
   

  	
   

  	
  11 Commerce
  Drive

  
	
   

  	
   

  	
  Cranford,
  New Jersey 07016

  
	
   

  	
   

  	
  with
  separate notices to the attention of:

  
	
   

  	
   

  	
  Mr. Mitchell
  E. Hersh

  
	
   

  	
   

  	
  (908)
  497-2009 (tele.)

  
	
   

  	
   

  	
  (908)
  272-0214 (fax)

  
	
   

  	
   

  	
  and

  
	
   

  	
   

  	
  Roger W.
  Thomas, Esq.

  
	
   

  	
   

  	
  (908)
  272-2612 (tele.)

  
	
   

  	
   

  	
  (908)
  497-0485 (fax)

  
	
   

  	
   

  	
   

  
	
  with a copy
  to:

  	
   

  	
  Martin E.
  Dollinger, Esq.

  
	
   

  	
   

  	
  Greenbaum,
  Rowe, Smith, Ravin, Davis & Himmel, LLP

  
	
   

  	
   

  	
  99 Wood
  Avenue South

  
	
   

  	
   

  	
  Iselin, New
  Jersey 08830

  
	
   

  	
   

  	
  732-549-5600
  (tele.)

  
	
   

  	
   

  	
  732-549-1881
  (fax)

  



 


Notices given
by (i) overnight delivery service as aforesaid shall be deemed received and
effective on the first business day following such dispatch and (ii) facsimile
transmission as aforesaid shall be deemed given at the time and on the date of
machine transmittal provided same is sent and confirmation of receipt is
received by the sender prior to 4:00 p.m. (EST) on a business day (if sent
later, then notice shall be deemed given on the next Business Day).  Notices may be given by counsel for the
parties described above, and such notices shall be deemed given by said party,
for all purposes hereunder.


 


(b)           Assignment;
Binding Effect.  The
provisions hereof shall inure to the benefit of, and shall be binding
upon, the heirs, executors, administrators, successors and assigns of the
respective parties; provided,  however, Assignee may not assign
this Agreement or any of Assignee’s rights hereunder to any person or entity
other than to a Permitted Assignee (as hereinafter defined).  No permitted assignment of this Agreement
shall relieve Assignee from


 


14

















 


any of its obligations
hereunder.  As used herein, a “Permitted
Assignee” shall mean an affiliate of Assignee.  As used herein, an “affiliate” shall refer to an entity
that is controlled by the same entity that controls Assignee, or is controlled
by Assignee or Mack-Cali Realty L.P. 
The terms “control” or “controlled by” shall mean ownership of (i) more
than fifty percent (50%) of the outstanding voting stock of a corporation (or
other equity and control interest if not a corporation), or (ii) the possession
of power to direct or cause the direction of the management and policy of such
corporation or other entity, whether through the ownership of voting
securities, by statute, or according to the provisions of a contract.


 


(c)           Waivers.  No waiver of any breach of any covenant or
provisions contained herein will be deemed a waiver of any preceding or
succeeding breach thereof, or of any other covenant or provision contained
herein.  No extension of time for
performance of any obligation or act will be deemed an extension of the time
for performance of any other obligation or act.


 


(d)           Recovery of Certain Fees.  In
the event a party hereto files any action or suit against another party hereto
by reason of any breach of any of the covenants, agreements or provisions
contained in this Agreement, then in that event the substantially prevailing
party will be entitled to have and recover certain fees from the other party
including all reasonable attorneys’ fees and costs resulting therefrom.  For purposes of this Agreement, the term
“attorneys’ fees” or “attorneys’ fees and costs” shall mean the fees and
expenses of counsel to the parties hereto, which may include printing,
photocopying, duplicating and other expenses, air freight charges, and fees
billed for law clerks, paralegals and other persons not admitted to the bar but
performing services under the supervision of an attorney, and the costs and
fees incurred in connection with the enforcement or collection of any judgment
obtained in any such proceeding.  The
provisions of this Section 7(d) shall survive the entry of any judgment, and
shall not merge, or be deemed to have merged, into any judgment.


 


(e)           Counterparts.  This Agreement may be executed in multiple
counterparts, each of which, when assembled to include an original signature
for each party contemplated to sign this Agreement, will constitute a complete
and fully executed original.  All such
fully executed original counterparts will collectively constitute a single
agreement.


 


(f)            Severability.  If any term or other provision of this Agreement
is invalid, illegal, or incapable of being enforced by any rule of law or
public policy, all of the other conditions and provisions of this Agreement
will nevertheless remain in full force and effect, so long as the economic or
legal substance of the transactions contemplated hereby is not affected in any
adverse manner to either party.  Upon
such determination that any term or other provision is invalid, illegal, or
incapable of being enforced, the parties hereto will negotiate in good faith to
modify this Agreement so as to reflect the original intent of the parties as
closely as possible in an acceptable manner to the end that the transactions
contemplated hereby are fulfilled to the extent possible.


 


(g)           Entire Agreement.  This Agreement is the final expression of,
and contains the entire agreement between, the parties with respect to the
subject matter hereof, and supersedes all prior understandings with respect
thereto.  This Agreement may not be
modified, changed, supplemented or terminated, nor may any obligations
hereunder be waived, except by


 


15

















 


written instrument, signed by
the party to be charged or by its agent duly authorized in writing, or as
otherwise expressly permitted herein.


 


(h)           Governing Law.  THIS AGREEMENT WILL BE CONSTRUED, PERFORMED
AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE IN WHICH THE PROPERTY IS
LOCATED, WITHOUT GIVING EFFECT TO ITS CONFLICT OF LAWS RULES.  ASSIGNOR AND ASSIGNEE HEREBY IRREVOCABLY
SUBMIT TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT SITTING IN THE STATE
IN WHICH THE PROPERTY IS LOCATED IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT AND HEREBY IRREVOCABLY AGREE THAT ALL CLAIMS IN
RESPECT OF SUCH ACTION OR PROCEEDING SHALL BE HEARD AND DETERMINED IN A STATE
OR FEDERAL COURT SITTING IN THE STATE IN WHICH THE PROPERTY IS LOCATED.


 


(i)            Further
Actions.  The
parties agree to execute such instructions to the Title Company and such
other instruments and to do such further acts as may be reasonably necessary to
carry out the provisions of this Agreement.


 


(j)            Exhibits. 
The following sets forth a list of Exhibits to the
Agreement:


 


	
  Exhibit A

  	
   

  	
  Assignment
  and Assumption of Lease for 15 Vreeland Property

  
	
  Exhibit B

  	
   

  	
  Assignment
  and Assumption of Lease for 290 Davidson Property

  
	
  Exhibit C

  	
   

  	
  Assignment
  and Assumption of Lease, Sublease and Consent Agreement for 30A Vreeland
  Property

  
	
  Exhibit D

  	
   

  	
  Assignment
  and Assumption of Lease for 30B Vreeland Property

  
	
  Exhibit E

  	
   

  	
  Assignment
  and Assumption of Lease for 437 Ridge Property

  
	
  Exhibit F

  	
   

  	
  Assignment
  and Assumption of Lease for Teleport Property

  
	
  Exhibit G

  	
   

  	
  Prime
  Landlord Request Forms

  
	
  Exhibit H

  	
   

  	
  Lease
  Amendment for Kemble Plaza I Property

  
	
  Exhibit I

  	
   

  	
  Sublease for
  290 Davidson Property

  
	
  Exhibit J

  	
   

  	
  Sublease for
  15 Vreeland Property

  
	
  Exhibit K

  	
   

  	
  Form of
  Estoppel Certificate for Louis Berger Sublease

  
	
  Exhibit L

  	
   

  	
  Forms of
  Estoppel Certificate for Leases

  



 


(k)           No Partnership.  Notwithstanding anything to the contrary
contained herein, this Agreement shall not be deemed or construed to make the
parties hereto partners or joint venturers, it being the intention of the
parties to merely create the relationship of Assignor and Assignee with respect
to the Property to be conveyed as contemplated hereby.


 


16

















 


(l)            Limitations on
Benefits.  It is the explicit
intention of Assignee and Assignor that no person or entity other than Assignee
and Assignor and their permitted successors and assigns is or shall be entitled
to bring any action to enforce any provision of this Agreement against any of
the parties hereto, and the covenants, undertakings and agreements set forth in
this Agreement shall be solely for the benefit of, and shall be enforceable
only by, Assignee and Assignor or their respective successors and assigns as
permitted hereunder.  Nothing contained
in this Agreement shall under any circumstances whatsoever be deemed or
construed, or be interpreted, as making any third party a beneficiary of any
term or provision of this Agreement or any instrument or document delivered
pursuant hereto, and Assignee and Assignor expressly reject any such intent,
construction or interpretation of this Agreement.


 


(m)          Waiver
of Jury Trial.  ASSIGNEE AND ASSIGNOR EACH HEREBY
AGREES NOT TO ELECT A TRIAL BY JURY OF
ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY
JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH
REGARD TO THIS AGREEMENT OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN
CONNECTION THEREWITH.  THIS WAIVER OF
RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY ASSIGNEE AND
ASSIGNOR, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH
ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE.  ASSIGNOR OR ASSIGNEE, AS APPLICABLE, IS
HEREBY AUTHORIZED TO FILE A COPY OF THIS SECTION IN ANY PROCEEDING AS
CONCLUSIVE EVIDENCE OF THIS WAIVER BY ASSIGNEE OR ASSIGNOR, AS APPLICABLE.


 


(n)           During the Evaluation
Period (or, as to the 15 Vreeland Property and the portion of the 290 Davidson
Property which is being subleased to Assignor at closing, forty-five (45) days
prior to the expiration of the applicable sublease), Assignee shall determine
what furniture in the Properties, if any, it desires to keep at Closing or upon
the expiration of any of the subleases from Assignee to Assignor, as
applicable.  Any furniture which
Assignee does not desire to keep shall be removed from the particular Property
by Assignor, either prior to the Closing or upon expiration of any applicable
sublease to Assignee.  Any furniture
which Assignee desires to keep shall be left in its Property by Assignor,
either at Closing or upon the expiration of any applicable sublease to
Assignor.  Such furniture shall be transferred
in its “as is” condition, by an appropriate bill of sale  This paragraph shall survive Closing.


 


[SIGNATURE BLOCKS ON NEXT PAGE]


 


17

















 


IN WITNESS WHEREOF, Assignor
and Assignee have respectively executed this Agreement as of the date indicated
below.


 


 


	
  Date
  Executed:

  	
  ASSIGNOR:

  
	
   

  	
   

  
	
  April 2,
  2004

  	
  AT&T
  CORP., a New York corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Debra D.
  Bell

  	
   

  
	
   

  	
  Name:  Debra D. Bell

  
	
   

  	
  Title:   Global Real Estate Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ASSIGNEE:

  
	
   

  	
   

  
	
  April 2,
  2004

  	
  MACK-CALI
  REALTY CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mitchell
  E. Hersh

  	
   

  
	
   

  	
  Name:   Mitchell E. Hersh

  
	
   

  	
  Title:    Chief Executive Officer

  
					



 


18