Exhibit 10.1


AGREEMENT OF SALE AND
PURCHASE


 


[30 KNIGHTSBRIDGE,
PISCATAWAY, NEW JERSEY]


 


THIS AGREEMENT
OF SALE AND PURCHASE (“Agreement”) made this 2d day of April,
2004 by and between Mack-Cali Realty Corporation, a corporation organized under
the laws of the State of Maryland, having an address at 11 Commerce Drive,
Cranford, New Jersey 07016 (“Purchaser”) 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 (“Seller”).


 


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:


 


ARTICLE I


DEFINITIONS


 


Section 1.1            Definitions.  For purposes of this Agreement, the
following capitalized terms have the meanings set forth in this Section 1.1:


 


“Assignment
of AT&T Wireless License” has the meaning ascribed to such
term in Section 2.4 and shall be in the form attached hereto as Exhibit I.


 


“Assignment
of Permits, Plans and Licenses” has the meaning ascribed to such
term in Section 10.3 and which shall be in the form attached hereto as Exhibit K.


 


“AT&T
Wireless License” has the meaning ascribed to such term in
Section 2.4 and which is attached hereto as Exhibit H.


 


 “Authorities” means the various
governmental and quasi-governmental bodies or agencies having jurisdiction over
the Real Property and Improvements, or any portion thereof.


 


“Bill of
Sale” has the meaning ascribed to such term in Section 10.3 and
which shall be in the form attached hereto as Exhibit L.


 


“Business Day” means any day other than a Saturday, Sunday or a day on
which national banking associations are authorized or required to close.


 


“Certificate as to Foreign Status” has the
meaning ascribed to such term in Section 10.3(f) and shall be in the
form attached as Exhibit F.


 


“Closing”
means the consummation of the purchase and sale of the Property contemplated by
this Agreement, as provided for in Article X.


 


“Closing
Date” has the meaning ascribed to such term in Section 10.1.


 


“Closing
Statement” has the meaning ascribed to such term in Section
10.4(a).


 


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“Closing
Surviving Obligations” means the rights, liabilities and
obligations set forth in Sections 3.2,  5.2(b), 5.3(c),
5.4, 5.5, 8.2, 10.4, 12.1, 16.1, 18.2
and 18.8, and any other provisions which pursuant to their terms
survives the Closing hereunder.


 


“Deed” has
the meaning ascribed to such term in Section 10.3(a).


 


“Documents” has
the meaning ascribed to such term in Section 5.2(a).


 


“Earnest Money Deposit” has
the meaning ascribed to such term in Section 4.1.


 


“Effective Date” means
the latest date on  which this Agreement has been
executed by Seller or Purchaser, which date shall be set forth opposite such
party’s signature.


 


“Environmental Condition” has
the meaning ascribed to such term in Section 5.3.


 


“Environmental Laws” means
each and every federal, state, county and municipal statute, ordinance, rule,
regulation, code, order, requirement, directive pertaining to Hazardous
Substances issued by any Authorities and in effect as of the date of this
Agreement with respect to or which otherwise pertains to or affects the Real Property
or the Improvements, or any portion thereof, the use, ownership, occupancy or
operation of the Real Property or the Improvements, or any portion thereof, or
Purchaser, and as same have been amended, modified or supplemented from time to
time prior to the Effective Date, including but not limited to the
Comprehensive Environmental Response, Compensation and Liability Act of 1980
(42 U.S.C. § 9601 et seq.), the Hazardous Substances Transportation Act (49
U.S.C. § 1802 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. §
6901 et seq.), as amended by the Hazardous and Solid Wastes Amendments of 1984,
the Water Pollution Control Act (33 U.S.C. § 1251 et seq.), the Safe Drinking
Water Act (42 U.S.C. § 300f et seq.), the Clean Water Act (33 U.S.C. §1321 et
seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.), the Solid Waste Disposal
Act (42 U.S.C. § 6901 et seq.), the Toxic Substances Control Act (15 U.S.C. § 2601 et seq.), the
Emergency Planning and Community Right-to-Know Act of 1986 (42 U.S.C. § 11001
et seq.), the Radon and Indoor Air Quality Research Act (42 U.S.C. § 7401 note,
et seq.), the National Environmental Policy Act (42 U.S.C. § 4321 et seq.), the
Superfund Amendment Reauthorization Act of 1986 (42 U.S.C. § 9601 et seq.), the
New Jersey Environmental Rights Act (N.J.S.A. 2A:35A-1 et seq.), the New Jersey
Spill Compensation and Control Act (N.J.S.A. 58:10-23.11 et seq.), the New
Jersey Air Pollution Control Act (N.J.S.A. 26:2C-l et seq.), the Hazardous
Substances Discharge: Reports and Notices Act (N.J.S.A. 13:1K-15 et seq.), the
Industrial Site Recovery Act (N.J.S.A. 13: 1K-6 et seq.) (“ISRA”), the New
Jersey Underground Storage of Hazardous Substances Act (N.J.S.A. 58: 10A-2 1 et
seq.) (collectively, the “Environmental Statutes”), and any and
all rules and regulations which have become effective prior to the date of this
Agreement under any and all of the Environmental Statutes.


 


“Escrow
Agent” means Lawyers Title Insurance Corporation.


 


“Existing
Survey” means Seller’s existing survey of the Real Property
dated October 7, 1992, prepared by Casey & Keller, Inc. and updated through
September 17, 2003.


 


“Evaluation
Period” has the meaning ascribed to such term in Section 5.1.


 


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“Furniture”
has the meaning ascribed to such term in Section 2.1.


 


“Governmental
Regulations” means all statutes, ordinances, rules and
regulations of the Authorities applicable to Seller or the use or operation of
the Real Property or the Improvements or any portion thereof.


 


“Hazardous
Substances” means (a) asbestos, radon gas and urea formaldehyde
foam insulation, (b) any solid, liquid, gaseous or thermal contaminant,
including acids, alkalis, chemicals, petroleum products or byproducts, PCBs,
phosphates, lead or other heavy metals and chlorine, (c) any solid or liquid
waste (including, without limitation, hazardous waste), hazardous air
pollutant, hazardous substance, hazardous chemical substance and mixture, toxic
substance, pollutant, pollution, regulated substance and contaminant, as such
terms are defined in any of the Environmental Statutes and (d) any other
chemical, material or substance, the use or presence of which, or exposure to
the use or presence of which, is prohibited, limited or regulated by any Environmental
Statutes.


 


“Improvements”
means all buildings, structures, fixtures, parking areas and other improvements
located on the Real Property.


 


“Initial
Scheduled Closing Date” means May 24, 2004.


 


“Lease”
means the lease from Purchaser to Seller as described in Section 2.1(b), a
draft copy of which is attached hereto as Exhibit B and the final form of which
shall be negotiated and agreed to by the parties during the Evaluation Period.


 


“Licenses”
has the meaning ascribed to such term in Section 2.4(a).


 


“Maximum
Credit” has the meaning ascribed to such term in Section 11.1.


 


“Permitted
Exceptions” has the meaning ascribed to such term in Section
2.3.


 


“Permitted Outside Parties” has the  meaning
ascribed to such term in Section 5.2(b).


 


“Property” has
the meaning ascribed to such term in Section 2.1.


 


“Proration Items” has
the meaning ascribed to such term in Section 10.4(a).


 


“Purchase Price” has
the meaning ascribed to such term in Section 3.1.


 


“Purchaser’s Information” has
the meaning ascribed to such term in Section 5.3(c).


 


“Real Property” means that certain parcel or parcels
of real property located at 30 Knightsbridge, Piscataway, New Jersey, as more
particularly described on the legal description attached hereto and made a part
hereof as Exhibit A, together with all of Seller’s right, title and
interest, if any, in and to the appurtenances pertaining thereto, including but
not limited to Seller’s right, title and interest in and to the adjacent
streets, alleys and right-of-ways, and any easement rights, air rights,
subsurface development rights and water rights.


 


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“Right of
Access and Confidentiality Agreement” means that certain Right
of Access and Confidentiality Agreement fully executed on March 26, 2004 by and
between Seller and Mack-Cali
Realty, L.P.


 


“Scheduled Closing Date” means
June 1, 2004 or such earlier or later date to which Purchaser and Seller may
hereafter agree in writing.


 


“Section 2.2(b) Transactions” has
the meaning ascribed to such term in Section 2.2(b).


 


“Service
Contracts” means all of Seller’s service agreements, maintenance
contracts, equipment leasing agreements, warranties, guarantees, bonds, open
purchase orders and other contracts for the provision of labor, services, materials
or supplies relating solely to the Real Property or Improvements.


 


“Significant
Portion” means, for purposes of the condemnation provisions set
forth in Article XII hereof, a taking by condemnation of a portion of
the Property having a fair market value in excess of Five Hundred Thousand
Dollars ($500,000.00).


 


“Termination
Surviving Obligations” means the rights, liabilities and
obligations set forth in Sections 5.2, 5.3, 12.1, Articles XII and XIII, 16.1, 18.2 and 18.8, and
any other provisions which pursuant to their terms survive any termination of
this Agreement.


 


“Thomson
Financial License” has the meaning ascribed to such term in Section
2.4.


 


“Title
Commitment” has the meaning ascribed to such term in Section
6.1.


 


“Title
Company” means Lawyers Title Insurance Corporation.


 


“To
Seller’s Knowledge” means the present actual (as opposed to
constructive or imputed) knowledge solely of (a) Vincent Placco, the Global
Real Estate Manager, with respect to any environmental representations, and (b)
Paul Foeldveri, the property manager for the Property who has held that
position since November 2003, and Claudia Ortuso, the property manager for the
Property for the four years prior to Paul Foeldveri, both of whom are employed
by The Gale Company, with respect to any non-environmental representations. The
knowledge of the referenced individuals is without any independent
investigation or inquiry whatsoever, including, without limitation, any review
of the Documents.


 


Section 1.2            References:
Exhibits and Schedules.  Except
as otherwise specifically indicated, all references in this Agreement to
Articles or Sections refer to Articles or Sections of this Agreement, and all
references to Exhibits or Schedules refer to Exhibits or Schedules attached
hereto, all of which Exhibits and Schedules are incorporated into, and made a
part of, this Agreement by reference. 
The words “herein,” “hereof,” “hereinafter” and words and phrases of
similar import refer to this Agreement as a whole and not to any particular
Section or Article.


 


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ARTICLE II


AGREEMENT OF PURCHASE
AND SALE


 


Section
2.1            Agreement.


 


(a)           Seller hereby agrees to
sell, convey and assign to Purchaser, and Purchaser hereby agrees to purchase
and accept from Seller, on the Closing Date and subject to the terms and
conditions of this Agreement, all of the following (collectively, the “Property”):


 


(i)            the
Real Property;


 


(ii)           the
Improvements;


 


(iii)          all
of Seller’s right, title and interest, to the extent assignable or
transferable, in and to all other intangible rights, titles, interests,
privileges and appurtenances owned by Seller and related to or used exclusively
in connection with the ownership, use or operation of the Real Property or the
Improvements;


 


(iv)          all
of Seller’s right, title and interest in and to the AT&T Wireless License;


 


(v)           to
the extent assignable, plans and specifications, existing survey, governmental
licenses, certificates, permits and approvals relating to the Property; and


 


(vi)          all
of Seller’s right, title and interest in the Furniture as hereinafter defined.
The Lease shall provide that Purchaser shall notify Seller of any furniture
which Purchaser elects to keep at the Property forty five days prior to the
expiration of the lease term (“Furniture”), and Seller shall convey such
Furniture to Seller by appropriate bill of sale and Seller shall be responsible
to remove all other furniture upon the expiration of the Lease.


 


(b)           On the Closing Date,
Purchaser shall lease a portion of the Property back to Seller pursuant to the
form of lease approved by the parties and attached hereto as Exhibit B
(the “Lease”).


 


Section
2.2            Indivisible
Economic Package and Closing Contingencies.


 


(a)           Purchaser has no right
to purchase, and Seller has no obligation to sell, less than all of the
Property, it being the express agreement and understanding of Purchaser and
Seller that, as a material inducement to Seller and Purchaser to enter into
this Agreement, Purchaser has agreed to purchase, and Seller has agreed to
sell, all of the Property, subject to and in accordance with the terms and
conditions hereof.


 


(b)           In addition to the
conditions precedent set forth in Article IX of this Agreement, the Closing
shall be contingent upon satisfaction of the conditions set forth in this


 


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Section 2.2(b)
contemporaneously at the Closing. 
Purchaser has no right to purchase, and Seller has no obligation to sell
the Property, unless the terms and conditions of this Section 2.2(b) are
satisfied at the Closing, it being the express agreement and understanding of
Purchaser and Seller that, as a material inducement to Seller to enter into
this Agreement, Purchaser and Seller have agreed to close title to the
following properties and to execute and deliver the following documents at the
Closing.


 


(i)            Contemporaneously with
the Closing, the parties shall close title to real property known as 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,
whereby Seller shall sell and Purchaser shall purchase said real property upon
such terms and conditions agreed to by the parties, including but not limited
to, execution and delivery of a certain lease from Purchaser to Seller as
described in the contract of sale for such property.


 


(ii)           Contemporaneously with
the Closing, the parties shall execute and deliver the documents required
pursuant to that certain Master Assignment and Assumption Agreement executed by
and between the parties of even date herewith (“Master Assignment and
Assumption Agreement”).


 


The transactions described in
this Section 2.2(b)(i) and (ii) hereinafter referred to as the “Section
2.2(b) Transactions.”


 


Section 2.3            Permitted
Exceptions.  The Property shall
be sold, and title thereto conveyed, subject to (i) all Violations (as
hereinafter defined), (ii) the Permitted Title Exceptions (as hereinafter
defined) and the Permitted Survey Conditions (as hereinafter defined), and
(iii) the Licenses (the Violations, the Permitted Title Exceptions, the
Permitted Survey Conditions, and the Licenses being hereinafter collectively
referred to as the “Permitted Exceptions”).


 


Section
2.4            Licenses.


 


(a)           The Property is subject
to the following license agreements (collectively, the “Licenses”):


 


(i)            License Agreement
between AT&T Corp., as licensor, and AT&T Wireless, as licensee, a copy
of which is attached hereto as Exhibit H (the “AT&T Wireless
License”);


 


(ii)           Enterprise Hosting
Service Agreement between AT&T Corp. and Thomson Financial Inc. and The
Thomson Corporation Delaware Inc. (the “Thomson Financial License Agreement”);
and


 


(iii)          Revocable License
Agreement between AT&T Corp., as licensor, and Metrocall, Inc., as Licensee
(the “Metrocall Agreement”); and


 


(iv)          License Agreement between
AT&T Corp., as licensor, and Affinity Federal Credit Union, as licensee
(the “Affinity FCU Agreement”).


 


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(b)            At the Closing, Seller
shall assign and Purchaser shall assume all of Seller’s rights and obligations
under the AT&T Wireless License to the extent arising after the Closing
Date. Seller shall be solely liable for all obligations under the AT&T
Wireless License to the extent arising prior to the Closing Date. The parties
shall execute an Assignment and Assumption Agreement of the AT&T Wireless
License in the form attached hereto as Exhibit I. To Seller’s Knowledge,
Seller represents Seller is not in default under the AT&T Wireless License,
and no event has occurred which with the passage of time, or the giving of
notice, or both, would constitute a default by Seller under the AT&T
Wireless License.


 


(c)           At the Closing, Seller
shall not assign to Purchaser and Purchaser shall not assume any of Seller’s
rights and obligations under the Thomson Financial License Agreement, Metrocall
Agreement and Affinity FCU Agreement (‘Excluded Agreements”). The Excluded
Agreements shall continue in full force and effect between Seller and the
respective parties under the Excluded Agreements; provided however, that Seller
shall cause all of the Excluded Agreements to terminate at or before the
expiration or earlier termination of the term of the Lease.  Seller shall indemnify Purchaser and hold
Purchaser harmless from and against, any claims, liabilities, damages, loss,
cost or expense (including, but not limited to, reasonable attorneys fees)
arising out of or resulting from the Excluded Agreements.  This paragraph shall survive Closing of title.


 


ARTICLE III


CONSIDERATION


 


Section 3.1            Purchase Price.  The  purchase price for the Property
(the “Purchase Price”) shall be Seven Million Five Hundred Thousand Dollars
($7,500,000.00) in lawful currency of the United States of America, payable as
provided in Section 3.2.


 


Section 3.2            Method
of Payment of Purchase Price. 
No later than 3:00 p.m. (Eastern time) on the Closing Date, Purchaser
shall pay to Seller the Purchase Price (less the Earnest Money Deposit) by
Federal Reserve wire transfer of immediately available funds to an account
designated by Seller (such funds, the “Closing Funds”).  Seller agrees to provide the wiring
instructions to Purchaser at least three (3) business days prior to
Closing.  In the event that the Closing
Funds are received after 3:00 p.m. (Eastern time) on the Closing Date but prior
to 3:00 p.m. (Eastern time) on the date one (1) Business Day after the Closing
Date, then the Closing shall nevertheless be deemed to occur on the Closing
Date.  In the event that the Closing Funds
are not received by 3:00 p.m. (Eastern time) on the date one (1) Business Day
after the Closing Date, then Purchaser shall be deemed to have defaulted under
this Agreement.


 


ARTICLE IV


EARNEST MONEY DEPOSIT


AND ESCROW
INSTRUCTIONS


 


Section 4.1            The Earnest Money
Deposit.  On the date two (2) Business Days
after the execution and delivery of this Agreement by Purchaser, Purchaser
shall deposit with the Escrow Agent, by Federal Reserve wire transfer of
immediately available funds, the sum of Five Hundred Thousand Dollars
($500,000.00) as the earnest money deposit on account of the


 


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Purchase Price (the “Earnest
Money Deposit”).  TIME IS
OF THE ESSENCE with respect to the deposit of the Earnest Money Deposit.


 


Section 4.2            Escrow
Instructions.  The Earnest Money
Deposit shall be held in escrow by the Escrow Agent in an interest-bearing
account, in accordance with the provisions of Article XVII.  In the event this Agreement is not
terminated by Purchaser pursuant to the terms hereof by the end of the
Evaluation Period in accordance with the provisions of Section 5.3(c)
herein, the Earnest Money Deposit and the interest earned thereon shall,
subject to the terms and provisions of this Agreement, become non-refundable to
Purchaser.  In the event this Agreement
is terminated by Purchaser prior to the expiration of the Evaluation Period,
the Earnest Money Deposit, together with all interest earned thereon, shall be
refunded to Purchaser.


 


ARTICLE V


INSPECTION OF PROPERTY


 


Section 5.1            Evaluation Period.  For
a period  beginning on the
Effective Date and ending at 5:00 p.m. Eastern time on May 14, 2004 (the “Evaluation Period”), Purchaser and
its authorized agents and representatives (for purposes of this Article V,
the “Licensee
Parties”) shall have the right to enter upon the Real Property
at all reasonable times during normal business hours to perform an inspection
of the Property.  Purchaser will provide
to Seller notice (for purposes of this Section 5.1, an “Entry Notice”)
of the intention of Purchaser or the other Licensee Parties to enter the Real
Property at least 24 hours prior to such intended entry and specify the
intended purpose therefor and the inspections and examinations contemplated to
be made and with whom any Licensee Party will communicate.  At Seller’s option, Seller may be present
for any such entry and inspection. 
Notwithstanding anything to the contrary contained herein, no invasive
physical testing or boring shall be conducted during any such entry by
Purchaser or any Licensee Party upon the Real Property without Seller’s
specific prior written consent, which shall not be unreasonably withheld,
conditioned or delayed.  TIME IS OF THE
ESSENCE with respect to the provisions of this Section 5.1.


 


Section 5.2            Document Review.


 


(a)           Prior to the Closing,
Purchaser and the Licensee Parties shall have the right to review, inspect and
photocopy, at Purchaser’s sole cost and expense, all of the following which may
be in Seller’s possession in AT&T’s possession at the Real Property or at
Seller’s Lease Administration Office located at 55 Corporate Drive,
Bridgewater, New Jersey which Assignor represents and warrants to Assignee are,
to the knowledge of Jack Colasurdo, Global Real Estate Director, the locations where
all material Documents (as hereinafter defined) are located: all
existing environmental, engineering or consulting reports and studies of
the Real Property (which Purchaser shall have the right to have updated at
Purchaser’s sole cost and expense), real estate tax bills, together with
assessments (special or otherwise), ad valorem and personal property tax bills,
covering the period of Seller’s ownership of the Property; current and prior
calendar year’s operating statements; title reports, searches and policies;
surveys; documents pertaining to the operation and management of the Real
Property and Improvements; licenses, permits and approvals pertaining to the
operation of the Real Property and Improvements; and the AT&T Wireless
License (collectively, the “Documents”). 
Such inspections shall occur at a location selected by Seller, which may
be at the office of Seller,


 


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Seller’s counsel, Seller’s
property manager, at the Real Property or any of them.  Purchaser shall not have the right to review
or inspect materials not directly related to the leasing, maintenance and/or
management of the Property, including, without limitation, all of Seller’s
internal memoranda, financial projections, budgets, appraisals, proposals for
work not actually undertaken, accounting and tax records and similar
proprietary, elective or confidential information.


 


(b)           Purchaser acknowledges
that any and all of the Documents may be proprietary and confidential in nature
and have been provided to Purchaser solely to assist Purchaser in determining
the desirability of purchasing the Property. 
Subject only to the provisions of Article XII, Purchaser agrees
not to disclose the contents of the Documents or any of the provisions, terms
or conditions contained therein, to any party outside of Purchaser’s
organization other than its attorneys, partners, accountants, lenders,
consultants, advisors or investors (collectively, for purposes of this Section
5.2(b), the “Permitted Outside Parties”).  Purchaser further agrees
that within its organization, or as to the Permitted Outside Parties, the
Documents will be disclosed and exhibited only to those persons within
Purchaser’s organization or to those Permitted Outside Parties who are responsible
for determining the desirability of Purchaser’s acquisition of the Property or
otherwise have need to know.  Purchaser
agrees not to divulge the contents of such Documents and other information
except in accordance with the confidentiality standards set forth in this Section
5.2, Article XII, and the provisions of Paragraph 2 of a certain Right of
Access and Confidentiality Agreement. 
In permitting Purchaser and the Permitted Outside Parties to review the
Documents and other information to assist Purchaser, Seller has not waived any
privilege or claim of confidentiality with respect thereto, and no third party
benefits or relationships of any kind, either express or implied, have been
offered, intended or created by Seller, and any such claims are expressly
rejected by Seller and waived by Purchaser and the Permitted Outside Parties,
for whom, by its execution of this Agreement, Purchaser is acting as an agent
with regard to such waiver.


 


(c)           Purchaser acknowledges
that some of the Documents may have been prepared by third parties and may have
been prepared prior to Seller’s ownership of the Property.  PURCHASER
HEREBY ACKNOWLEDGES THAT, EXCEPT
AS OTHERWISE EXPRESSLY PROVIDED HEREIN, SELLER HAS NOT MADE AND DOES NOT MAKE ANY REPRESENTATION OR WARRANTY REGARDING THE
TRUTH, ACCURACY OR COMPLETENESS OF THE DOCUMENTS OR THE SOURCES THEREOF.  EXCEPT AS OTHERWISE PROVIDED HEREIN, SELLER
HAS NOT UNDERTAKEN ANY INDEPENDENT
INVESTIGATION AS TO THE TRUTH, ACCURACY OR COMPLETENESS OF THE DOCUMENTS AND IS
PROVIDING THE DOCUMENTS SOLELY AS AN ACCOMMODATION TO PURCHASER.


 


Section 5.3            Entry and
Inspection Obligations; Termination of Agreement.


 


(a)           Purchaser agrees that
in entering upon and inspecting or examining the Property, Purchaser and the
other Licensee Parties will not: interfere with the operation and maintenance
of the Real Property or Improvements; damage any part of the Property or any
personal property owned or held by Seller or any other person or entity; injure
or otherwise cause bodily harm to Seller, or to any of Seller’s agents, guests,
invitees, contractors and employees, or to any other person or entity; permit
any liens to attach to the Real Property by reason of the


 


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exercise of Purchaser’s rights
under this Article V or reveal or disclose any information obtained
concerning the Property and the Documents to anyone outside Purchaser’s
organization, except in accordance with the confidentiality standards set forth
in Section 5.2(b) and Article XII.  Purchaser will: (i) promptly pay when due to the third parties
who assisted and were contracted for by Purchaser, the costs of all entry and
inspections and examinations done with regard to the Property; (ii) cause any
inspection to be conducted in accordance with standards customarily employed in
the industry and in compliance with all Governmental Regulations; (iii) at
Seller’s request, furnish to Seller copies of all third party reports that
address the physical conditions of the Property; provided, however, Purchaser
shall not provide Seller third party reports relating to any financial analysis
of the Property or non-physical analysis of the Property or incorporating any
analysis by Purchaser, and provided further that Seller assumes all risk that
any information furnished by Purchaser under this paragraph might be
misleading, incorrect or incomplete and Seller understands that any use or
reliance on said information is at the full and sole risk of Seller; and
(iv) restore the Real Property and Improvements to the condition in which the
same were found before any such entry upon the Real Property and inspection or
examination was undertaken.


 


(b)           Purchaser shall
indemnify and hold Seller harmless from any and all damage, loss, claim,
liability or expense (including reasonable attorneys fees of attorneys of
Seller’s choice) arising out of any inspections, investigations, examinations,
sampling or tests conducted by Purchaser or any of the Licensee Parties
(“Property Examination”), whether prior to or after the date hereof, except to
the extent such damage, loss, claim, liability or expense (including reasonable
attorneys fees of attorneys of Seller’s choice) is the result of Seller’s
negligence or willful misconduct., or any condition existing on the Property prior
to Purchaser’s Property Examination.  In
no event shall Purchaser have any liability arising out of its discovery of
existing conditions discovered by Purchaser except to the extent that any such
conditions are contributed to, aggravated, or exacerbated by the negligence of
Purchaser or its employees, agents, contractors or subcontractors. This
provision shall survive the termination of this Agreement.


 


(c)           In the event that
Purchaser determines, for any reason or no reason, that it does not desire to complete
the transaction contemplated by this Agreement Purchaser shall have the right
to terminate this Agreement by providing written notice to Seller prior to the
expiration of the Evaluation Period, WITH TIME BEING OF THE ESSENCE WITH
RESPECT THERETO.  The failure of
Purchaser to deliver any termination notice to Seller during the Evaluation
Period as provided in the immediately preceding sentence shall be deemed to be
an election not to terminate this Agreement, in which event Purchaser shall
thereupon be deemed to have waived any right to terminate this Agreement
pursuant to the provisions of this Section 5.3(c) and
this Agreement shall continue in full force and effect in accordance with its
terms, and the Earnest Money Deposit shall, unless otherwise provided for in
this Agreement, thereupon become nonrefundable by Purchaser on the last day of
the Evaluation Period.  In the event
Purchaser terminates this Agreement in accordance with this Section 5.3(c),
or under any other right of termination as set forth herein, Purchaser shall
have the right to receive a refund of the Earnest Money Deposit, together with
all interest which has accrued thereon, and except with respect to the
Termination Surviving Obligations, this Agreement and the Section 2.2(b) Transactions
shall be null and void and the parties shall have no further obligation to each
other.  In the event this Agreement is
terminated, Purchaser shall return to Seller (i) all copies Purchaser has made
of the Documents and (ii) copies of any studies, reports or test results
regarding any


 


10

















 


part of the Property obtained
by Purchaser, before or after the execution of this Agreement, in connection
with Purchaser’s inspection of the Property (collectively, “Purchaser’s
Information”) which Seller specifically requests of Purchaser
promptly following the time this Agreement is terminated for any reason.


 


Section 5.4            Sale
“As Is”  THE TRANSACTION
CONTEMPLATED BY THIS AGREEMENT HAS BEEN
NEGOTIATED BETWEEN SELLER AND PURCHASER.  THIS AGREEMENT REFLECTS THE MUTUAL AGREEMENT
OF SELLER AND PURCHASER, AND
PURCHASER HAS THE RIGHT TO CONDUCT ITS
OWN INDEPENDENT EXAMINATION OF THE PROPERTY. 
OTHER THAN THE MATTERS REPRESENTED IN SECTION 8.1 HEREOF OR
ELSEWHERE SPECIFICALLY REPRESENTED IN THIS AGREEMENT, BY WHICH ALL OF THE
FOLLOWING PROVISIONS OF THIS SECTION 5.4 ARE LIMITED, PURCHASER HAS NOT
RELIED UPON AND WILL NOT RELY
UPON, EITHER DIRECTLY OR INDIRECTLY, ANY REPRESENTATION OR WARRANTY OF SELLER
OR ANY OF SELLER’S AGENTS OR REPRESENTATIVES, AND PURCHASER HEREBY ACKNOWLEDGES
THAT NO SUCH REPRESENTATIONS HAVE BEEN MADE.


 


SELLER SPECIFICALLY DISCLAIMS, AND NEITHER IT
NOR ANY OF ITS AFFILIATES NOR ANY OTHER PERSON IS MAKING, EXCEPT AS
SPECIFICALLY SET FORTH IN THIS AGREEMENT, ANY REPRESENTATION, WARRANTY OR
ASSURANCE WHATSOEVER TO PURCHASER, AND NO WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EITHER EXPRESS OR IMPLIED,
ARE MADE BY SELLER OR RELIED
UPON BY PURCHASER WITH RESPECT TO THE STATUS OF TITLE TO OR THE MAINTENANCE, REPAIR, CONDITION, DESIGN OR
MARKETABILITY OF THE PROPERTY, OR ANY PORTION THEREOF, INCLUDING BUT NOT LIMITED TO (a) ANY IMPLIED OR EXPRESS
WARRANTY OF MERCHANTABILITY, (b) ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR
A PARTICULAR PURPOSE, (c) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO
MODELS OR SAMPLES OF MATERIALS, (d) ANY RIGHTS OF PURCHASER UNDER APPROPRIATE STATUTES TO CLAIM DIMINUTION OF
CONSIDERATION, (e) ANY CLAIM BY PURCHASER FOR DAMAGES BECAUSE OF DEFECTS,
WHETHER KNOWN OR UNKNOWN, WITH
RESPECT TO THE IMPROVEMENTS, (f) THE FINANCIAL CONDITION OR PROSPECTS OF THE
PROPERTY AND (g) THE COMPLIANCE OR LACK THEREOF OF THE
REAL PROPERTY OR THE IMPROVEMENTS
WITH GOVERNMENTAL REGULATIONS, IT BEING THE EXPRESS INTENTION OF SELLER AND
PURCHASER THAT, EXCEPT AS EXPRESSLY SET
FORTH IN THIS AGREEMENT, THE PROPERTY WILL BE CONVEYED AND TRANSFERRED TO
PURCHASER IN ITS PRESENT CONDITION AND STATE OF REPAIR, “AS IS” AND “WHERE IS”, WITH ALL FAULTS.  PURCHASER REPRESENTS THAT IT IS A
KNOWLEDGEABLE, EXPERIENCED AND SOPHISTICATED PURCHASER OF REAL ESTATE, AND
THAT, EXCEPT WITH RESPECT TO THE REPRESENTATIONS OF SELLER CONTAINED IN THIS
AGREEMENT, IT IS RELYING SOLELY ON ITS OWN EXPERTISE AND THAT OF PURCHASER’S CONSULTANTS IN PURCHASING THE PROPERTY.  PURCHASER HAS BEEN GIVEN A SUFFICIENT
OPPORTUNITY HEREIN TO CONDUCT AND HAS


 


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CONDUCTED
OR WILL CONDUCT SUCH INSPECTIONS, INVESTIGATIONS AND OTHER INDEPENDENT
EXAMINATIONS OF THE PROPERTY AND RELATED MATTERS AS PURCHASER DEEMS NECESSARY, INCLUDING BUT NOT LIMITED
TO THE PHYSICAL AND ENVIRONMENTAL
CONDITIONS THEREOF, AND WILL
RELY UPON SAME AND NOT UPON ANY STATEMENTS OF SELLER (EXCLUDING THE LIMITED
MATTERS REPRESENTED BY SELLER IN SECTION 8.1 HEREOF OR SPECIFICALLY
REPRESENTED IN THIS AGREEMENT BY SELLER) NOR OF ANY OFFICER, DIRECTOR,
EMPLOYEE, AGENT OR ATTORNEY OF SELLER. 
PURCHASER ACKNOWLEDGES THAT ALL INFORMATION OBTAINED BY PURCHASER WAS
OBTAINED FROM A VARIETY OF SOURCES, AND, EXCEPT AS EXPRESSLY STATED IN THIS
AGREEMENT, SELLER WILL NOT BE DEEMED TO HAVE REPRESENTED OR WARRANTED THE
COMPLETENESS, TRUTH OR ACCURACY OF ANY OF THE DOCUMENTS OR OTHER SUCH INFORMATION HERETOFORE OR HEREAFTER FURNISHED TO
PURCHASER.  UPON CLOSING AND EXCEPT AS
OTHERWISE PROVIDED FOR IN THIS AGREEMENT, PURCHASER WILL ASSUME THE RISK THAT
ADVERSE MATTERS, INCLUDING, BUT NOT
LIMITED TO, ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY PURCHASER’S
INSPECTIONS AND INVESTIGATIONS.  PURCHASER ACKNOWLEDGES AND AGREES THAT UPON
CLOSING, SELLER WILL SELL AND CONVEY
TO PURCHASER, AND PURCHASER WILL
ACCEPT THE PROPERTY, “AS IS, WHERE IS,” WITH ALL FAULTS.  PURCHASER FURTHER ACKNOWLEDGES AND AGREES
THAT THERE ARE NO ORAL AGREEMENTS, WARRANTIES OR REPRESENTATIONS, COLLATERAL TO
OR AFFECTING THE PROPERTY, BY SELLER, ANY AGENT OF SELLER OR ANY THIRD
PARTY.  SELLER IS NOT LIABLE OR BOUND IN
ANY MANNER BY ANY ORAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION
PERTAINING TO THE PROPERTY
FURNISHED BY ANY REAL ESTATE
BROKER, AGENT, EMPLOYEE, SERVANT OR OTHER PERSON, UNLESS THE SAME ARE SPECIFICALLY SET FORTH OR REFERRED TO
HEREIN.  PURCHASER ACKNOWLEDGES THAT THE
PURCHASE PRICE REFLECTS THE “AS IS, WHERE IS” NATURE OF THIS SALE AND ANY
FAULTS, LIABILITIES, DEFECTS OR OTHER ADVERSE MATTERS THAT MAY BE ASSOCIATED WITH THE PROPERTY.  PURCHASER, WITH PURCHASER’S COUNSEL, HAS
FULLY REVIEWED THE DISCLAIMERS AND WAIVERS SET FORTH IN THIS AGREEMENT AND
UNDERSTANDS THEIR SIGNIFICANCE AND AGREES THAT THE DISCLAIMERS AND OTHER AGREEMENTS SET FORTH HEREIN ARE AN
INTEGRAL PART OF THIS AGREEMENT, AND THAT SELLER WOULD NOT HAVE AGREED TO SELL THE PROPERTY TO PURCHASER FOR
THE PURCHASE PRICE WITHOUT THE DISCLAIMERS AND OTHER AGREEMENTS SET FORTH IN THIS AGREEMENT.  THE TERMS AND
CONDITIONS OF THIS SECTION 5.4 WILL EXPRESSLY SURVIVE THE CLOSING, WILL
NOT MERGE WITH THE PROVISIONS OF ANY CLOSING DOCUMENTS AND ARE HEREBY DEEMED INCORPORATED INTO THE DEED AS
FULLY AS IF SET FORTH AT LENGTH THEREIN.


 


EXCEPT AS EXPRESSLY PROVIDED FOR IN SECTION
5.5, PURCHASER FURTHER COVENANTS AND AGREES NOT TO SUE SELLER FOR, AND,


 


12

















 


RELEASES
SELLER OF AND FROM AND WAIVES ANY CLAIM OR CAUSE OF ACTION THAT PURCHASER MAY
HAVE AGAINST SELLER UNDER ANY ENVIRONMENTAL LAW (INCLUDING WITHOUT LIMITATION
ANY ENVIRONMENTAL STATUTES), NOW EXISTING OR HEREAFTER ENACTED OR PROMULGATED,
RELATING TO ENVIRONMENTAL MATTERS, HAZARDOUS SUBSTANCES OR ENVIRONMENTAL
CONDITIONS IN, ON, UNDER, ABOUT OR MIGRATING FROM OR ONTO THE PROPERTY,
INCLUDING, WITHOUT LIMITATION, THE COMPREHENSIVE ENVIRONMENTAL RESPONSE,
COMPENSATION AND LIABILITY ACT, AND THE NEW JERSEY SPILL COMPENSATION AND
CONTROL ACT, OR BY VIRTUE OF ANY COMMON LAW RIGHT RELATED TO ENVIRONMENTAL
CONDITIONS, HAZARDOUS SUBSTANCES OR ENVIRONMENTAL MATTERS IN, ON, UNDER, ABOUT
OR MIGRATING FROM OR ONTO THE PROPERTY. 
THE PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE THE CLOSING OF TITLE TO
THE PROPERTY OR THE TERMINATION OF THIS AGREEMENT, AS THE CASE MAY BE.


 


Section
5.5            Environmental
Indemnification.


 


(a)           Subject to the terms
hereof, Seller shall indemnify, defend and hold harmless Purchaser from and
against all claims which are asserted or commenced by third parties against
Purchaser in connection with any violation of, or remediation required pursuant
to, any Environmental Laws, but only to the extent that such claims arise from
an Environmental Condition that existed prior to the Closing Date and except to
the extent that the Environmental Condition or claim are contributed to,
aggravated, or exacerbated by the acts, omissions or negligence of Purchaser or
its employees, agents, contractors or subcontractors. “Environmental Condition”
shall mean any environmental contamination or pollution of, or the release of
Hazardous Substances into, the surface water, groundwater, surface soil,
subsurface soil, sediment, air or land at, on, beneath or emanating from the
Property.


 


(b)           In the case of any
claim asserted by a third party against Purchaser, Purchaser shall provide
notice to Seller promptly after Purchaser has knowledge or notice of a claim
that has been made as to which indemnity may be sought, and Purchaser shall
permit Seller, at Seller’s cost, to assume the defense of any claim or
litigation arising therefrom, provided that (i) the counsel for Seller who
shall conduct the defense of such claim or litigation shall be reasonably
satisfactory to Purchaser, and (ii) Purchaser may participate in such defense
at Purchaser’s expense. Except with the prior written consent of Purchaser,
which consent shall not be unreasonably withheld, Seller, in the defense of any
such claim or litigation, shall not consent to the entry of any judgment or
enter into any settlement that provides for injunctive relief or other
nonmonetary relief affecting Purchaser or the Property or that does not include
as an unconditional term thereof the giving by the claimant or plaintiff to
Purchaser of a release of all liability in respect of such claim or litigation.
Seller and Purchaser shall cooperate in the defense of any claim or litigations
subject to the terms herein. The failure of Purchaser to provide notice to
Seller in accordance with this Section 5.3 shall relieve Seller of its
obligations under Section 5.3 hereof only to the extent that Seller is actually
prejudiced by such failure.


 


13

















 


ARTICLE VI


TITLE AND SURVEY
MATTERS


 


Section 6.1            Title Insurance.  Purchaser acknowledges that Seller has
delivered to Purchaser, and Purchaser has received, a copy of Seller’s current
title policy for the Property, and Purchaser will obtain and deliver to Seller
prior to the expiration of the Evaluation Period a copy of a commitment for
title insurance (the “Title Commitment”) from the Title Company with
respect to the Property.  If the Title
Commitment discloses exceptions to title which are both (A) not included within
the list of permitted title matters listed on Exhibit C attached
hereto and made a part hereof and (B) material and adverse to Purchaser in
Purchaser’s good faith business judgment (any such exception being referred to
herein as an “Unpermitted Title Exception”), then Purchaser shall have
the right to give Seller notice of any such Unpermitted Title Exception on or
prior to the date which is five (5) days after Purchaser’s receipt of the title
commitment (the “Title Objection Out Date”).  Any matters revealed by the Title Commitment that are not
objected to by Purchaser on or prior to the Title Objection Out Date shall be
deemed “Permitted Title Exceptions”. 
In addition, any matters revealed by the Title Commitment that do not
constitute Unpermitted Title Exceptions, regardless of whether Purchaser
objects thereto, shall constitute Permitted Title Exceptions.  Seller shall have five (5) days following the receipt of any
such notice in which to give Purchaser notice that Seller will either (a) cause
such Unpermitted Title Exception(s) to be deleted as an exception from the
Title Commitment or insured against by the Title Company or (b) not cause such
Unpermitted Title Exception(s) to be deleted as an exception from the Title
Commitment or insured against by the Title Company (without payment of
additional charge or premium by either party); if Seller gives notice pursuant
to clause (a), then Seller will cause such Unpermitted Title
Exception(s) to be deleted from the Title Commitment or cause the Title Company
to give affirmative insurance in favor of Purchaser with respect to such
Unpermitted Title Exception(s) prior to the Closing Date (and Seller shall have
the right to adjourn the Closing Date for up to four (4) days in order to
effectuate same).  If Seller (i) fails
to give any such notice within said five (5) day period, or (ii) gives notice
pursuant to clause (b) above, then Purchaser will have three (3)
Business Days following the earlier of the expiration of such five (5) day
period or the giving of such notice by Seller in which to elect to either (X)
terminate this Agreement or (Y) waive the right to terminate this Agreement as
a result of any such Unpermitted Title Exception(s), which election must be
made by the giving of notice thereof to Seller within said three (3) Business
Day period.  If Purchaser fails to
deliver such notice terminating this Agreement pursuant to clause (X)
above within said three (3) Business Day period, then Purchaser shall be deemed
to have waived its right to terminate this Agreement.  If Purchaser elects to waive, or is deemed to have waived, the
right to terminate this Agreement as aforesaid, then any Unpermitted Title Exceptions
previously objected to by Purchaser shall become “Permitted Title Exceptions”.  If Purchaser terminates this Agreement as
aforesaid, then Seller and Purchaser shall direct the Title Company to return
the Earnest Money Deposit to Purchaser, and neither party shall have any
further obligation under this Agreement or the Section 2.2(b) Transactions,
except that the obligations of the parties under the Termination Surviving
Obligations shall survive.  Purchaser
acknowledges that Seller shall be entitled to deliver its notice under clause
(a) or clause (b) above in its sole and absolute discretion subject
to the provisions of Section 6.4 of this Agreement.


 


Section 6.2            Survey.  Purchaser acknowledges that Seller has
delivered to Purchaser, and Purchaser has received, a copy of Seller’s current
survey for the Property, and Purchaser


 


14

















 


may, at Purchaser’s option
within the Evaluation Period, obtain, and deliver to Seller a copy of, an
updated survey of the Property certified to Purchaser and the Title Company
(the existing survey or the updated survey, as applicable, “Survey”).  If Purchaser does not obtain an updated
survey, then Seller, upon request by Purchaser, shall execute and deliver at
Closing a survey affidavit of no change. 
If the Survey discloses conditions which are both (A) not included
within the list of permitted title matters listed on Exhibit C attached
hereto and made a part hereof and (B) material and adverse to Purchaser in
Purchaser’s good faith business judgment (any such exception being referred to
herein as an “Unpermitted Survey Condition”, then Purchaser shall have
the right to give Seller notice of any such Unpermitted Survey Condition on or
prior to the date which is five (5) days
after Purchaser’s receipt of the Survey (the “Survey Objection Out Date”).  Any matters revealed by the Survey that are
not objected to by Purchaser on or prior to the Survey Objection Out Date shall
be deemed “Permitted Survey Conditions”.  In addition, any matters revealed by the Survey that do not
constitute Unpermitted Survey Conditions, regardless of whether Purchaser
objects thereto, shall constitute Permitted Survey Conditions.  Seller shall have five (5) days following
the receipt of any such notice in which to give Purchaser notice that Seller
will either (a) cause such Unpermitted Survey Conditions(s) to be removed from
the Survey or insured against by the Title Company or (b) not cause such
Unpermitted Survey Conditions(s) to be removed from the Survey or insured
against by the Title Company (without payment of additional charge or premium
by either party); if Seller gives notice pursuant to clause (a), then
Seller will cause such Unpermitted Survey Conditions(s) to be deleted from the
Survey, or cause the Title Company to give affirmative insurance in favor of
Purchaser with respect to such Unpermitted Survey Conditions(s) prior to the
Closing Date (and Seller shall have the right to adjourn the Closing Date for
up to four (4) days in order to effectuate same).  If Seller (i) fails to give any such notice within said five (5) day period, or (ii) gives notice
under clause (b) above, then Purchaser will have three (3) Business Days
following the giving of such notice by Seller in which to either (X) elect to
terminate this Agreement, or (Y) waive the right to terminate this Agreement as
a result of any such Unpermitted Survey Conditions(s), which election must be
made by the giving of notice thereof to Seller within said three (3) Business
Day period.  If Purchaser fails to
deliver such notice terminating this Agreement pursuant to clause (X)
above within said three (3) Business Day period, then Purchaser shall be deemed
to have waived its right to terminate this Agreement.  If Purchaser elects to waive, or is deemed to have waived, the
right to terminate this Agreement as aforesaid, then any Unpermitted Survey
Conditions previously objected to by Purchaser shall become “Permitted
Survey Conditions”.  If Purchaser
terminates this Agreement as aforesaid, then Seller and Purchaser shall direct
the Title Company to return the Earnest Money Deposit to Purchaser, and neither
party shall have any further obligation under this Agreement or the Section
2.2(b) Transactions, except that the obligations of the parties under the
Termination Surviving Obligations shall survive.  Purchaser acknowledges that Seller shall be entitled to deliver
its notice under clause (a) or clause (b) above in its sole and
absolute discretion subject to the provisions of Section 6.4 of this
Agreement.


 


Section 6.3            Updates.  In
the event that any update of the Title Commitment or the Survey shows
any new matters or conditions to which Purchaser does not desire to take
subject, Purchaser shall deliver notice thereof to Seller prior to the date
three (3) Business Days after Purchaser receives such update of the Title
Commitment or the Survey (and if Purchaser fails to deliver such notice within
such three (3) Business Day period, then Purchaser shall be deemed to have
accepted such matters or conditions as Permitted Title Exceptions or Permitted
Survey


 


15

















 


Conditions, as
applicable).  Seller shall have three
(3) Business Days following the receipt of any such notice in which to give
Purchaser notice that Seller will either (a) cause such new matter or condition
to be deleted from the Title Commitment or removed from the Survey, as the case
may be, or (b) not cause such new matter or condition to be deleted from the
Title Commitment or removed from the Survey, as the case may be; if Seller
gives notice pursuant to clause (a), then Seller will cause same to
occur prior to the Closing Date (and Seller shall have the right to adjourn the
Closing Date for up to four (4) days in order to effectuate same).  If Seller (i) fails to give any such notice
within said three (3) Business Day period, or (ii) gives notice pursuant to clause
(b) above, then Purchaser will have three (3) Business Days following the
giving of such notice by Seller in which to elect to either (X) terminate this
Agreement, or (Y) waive the right to terminate this Agreement as a result of
any such new matter or condition, which election must be made by the giving of
notice thereof to Seller within said three (3) Business Day period.  If Purchaser fails to deliver such notice
terminating this Agreement pursuant to clause (X) above within said
three (3) Business Day period, then Purchaser shall be deemed to have waived
its right to terminate this Agreement. 
If Purchaser elects to waive the right, or is deemed to have elected to
waive the right, to terminate this Agreement as aforesaid, then any new matter
or condition previously objected to by Purchaser shall become Permitted Survey
Conditions or Permitted Title Exceptions, as the case may be.  If Purchaser terminates this Agreement as
aforesaid, then Seller and Purchaser shall direct the Title Company to return
the Earnest Money Deposit to Purchaser, and neither party shall have any
further obligation under this Agreement or the Section 2.2(b) Transactions,
except that the obligations of the parties under the Termination Surviving
Obligations shall survive.  Purchaser
acknowledges that Seller shall be entitled to deliver its notice under clause
(a) or clause (b) above in its sole and absolute discretion subject
to the provisions of Section 6.4 of this Agreement.


 


Section 6.4.           Notwithstanding
anything contained herein to the contrary, except as specified in this Section
6.4, Seller shall have no obligation to take any steps, bring any action or
proceeding or incur any effort or expense whatsoever to cure any title or
survey objection, provided,  however, notwithstanding the
foregoing, Seller shall cause to be removed as exceptions to title any
mortgages, mechanic’s or materialmen’s liens filed against the Property due to
work performed at the Property by Seller at Seller’s direction, and monetary
liens and other encumbrances which are dischargeable by the payment of a sum
certain at the Closing (and Seller shall have the right to adjourn the Closing
Date for up to four (4) days in order to effectuate same).


 


ARTICLE VII


INTERIM OPERATING
COVENANTS


AND VIOLATIONS


 


Section 7.1            Interim Operating
Covenants.  Seller covenants to Purchaser that
Seller will:


 


(a)           Operations. From the
Effective Date until Closing, continue to operate, manage and maintain the
Improvements in the ordinary course of Seller’s business and substantially in
accordance with Seller’s present practice, subject to ordinary wear and tear
and further subject to Article XI of this Agreement.


 


16

















 


(b)           Compliance
with Governmental Regulations.  From the Effective Date until Closing,
not knowingly take any action that Seller knows would result in a failure to
comply in all material respects with all Governmental Regulations applicable to
the Property, it being understood and agreed that prior to Closing, Seller will
have the right to contest any such Governmental Regulations.


 


(c)           Service Contracts.
From the Effective Date until Closing, Seller shall have the right to enter
into any Service Contracts provided that Seller shall be solely responsible for
the performance of Seller’s obligations under any such Service Contracts and
Purchaser shall have no obligation thereunder.


 


(d)           Notices.  To the extent received by Seller, from
the Effective Date until Closing, promptly deliver to Purchaser copies of
written default notices, notices of lawsuits and notices of violations
affecting the Property.


 


(e)           No Encumbrances. From
the Effective Date until Closing, not to intentionally create any additional
encumbrances on the title to the Property.


 


(f)            Non-Applicability Letter.
Obtain prior to Closing a non-applicability letter from the Industrial Site
Evaluation Element, or its successor, of the New Jersey Department of
Environmental Protection, or its successor, for which Seller shall apply
pursuant to the Industrial Site Recovery Act, N.J.S.A. 13:1K-6, the regulations
promulgated thereunder, and any successor legislation and regulations (“ISRA”).  To the extent in Purchaser’s possession,
Purchaser shall provide Seller with all information reasonably requested in
order for Seller to complete the application for the non-applicability letter.


 


Section 7.2            Violations.  Purchaser shall accept title to the Property
subject to all violations of law or municipal ordinances, orders or
requirements issued by the departments of buildings, fire, labor, health or
other Federal, State, County, Municipal or other departments and governmental
agencies having jurisdiction against or affecting the Property, and any
outstanding work orders, whether any of the foregoing are outstanding as of the
date hereof (each, an “Existing Violation”) or noticed after the date
hereof (each, a “New Violation” together with the Existing Violations,
the “Violations”).  In the event
Seller receives written notice of a Violation after the Effective Date and
prior to Closing and the cost to correct the Violation is equal to or less than
One Million Dollars ($1,000,000.00), Seller, at Seller’s cost and expense,
shall be responsible to correct the Violation prior to Closing or to provide
Purchaser with credit against the Purchase Price in the amount reasonably
required to cure the Violation.  If the
cost to correct the Violation is reasonably estimated to cost in excess of One
Million Dollars ($1,000,000.00), Seller shall have the right to terminate this
Agreement upon ten (10) days written notice to Purchaser unless Purchaser
notifies Seller within said 10-day period that Purchaser will accept the
Property with the Violation in which case Seller shall have no responsibility
to correct the Violation and Purchaser shall receive a credit against the
Purchase Price in the amount of One Million Dollars ($1,000,000.00) at Closing.
Except as otherwise expressly provided in this Section 7.2, Purchaser
acknowledges that Seller shall have no restoration, repair, remediation or
other obligation or liability of any kind or nature with respect to the
Violations.  If the municipality where
the Real Property is located requires the issuance of a Certificate of
Occupancy in connection with the sale of the Property, Seller shall be
responsible to obtain the


 


17

















 


Certificate of Occupancy or
Certificate of Continuing Occupancy, if required by the municipality, at
Seller’s cost subject to the limitations on Seller’s obligations to correct any
Violations as provided herein.


 


ARTICLE VIII


REPRESENTATIONS AND WARRANTIES


 


Section 8.1            Seller’s
Representations and Warranties.  The
following constitute the sole representations and warranties of Seller, which
representations and warranties shall be true, accurate and complete as of the
Effective Date, and shall be deemed repeated and shall be true, accurate and
complete as of the Closing Date. 
Subject to the limitations set forth in Section 8.3 of this
Agreement, Seller represents and warrants to Purchaser the following:


 


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


 


(b)           Authority.  The execution and delivery of this Agreement
and the performance of Seller’s obligations hereunder have been or will be duly
authorized by all necessary action on the part of Seller, and this Agreement
constitutes the legal, valid and binding obligation of Seller.


 


(c)           Non-Contravention.  The execution and delivery of this Agreement
by Seller and the consummation by Seller of the transactions contemplated
hereby will not violate any judgment, order, injunction, decree, regulation or
ruling of any court or Authority or conflict with, result in a breach of, or
constitute a default under the organizational documents of Seller, any note or
other evidence of indebtedness, any mortgage, deed of trust or indenture, or
any lease or other material agreement or instrument to which Seller is a party
or by which it is bound.


 


(d)           Suits
and Proceedings.  To Seller’s Knowledge, except as
listed in Exhibit E, there
are no legal actions, suits or similar proceedings pending and served, or
threatened in writing against Seller or the Property which (i) are not adequately covered by existing
insurance and (ii) if adversely determined, would materially and adversely
affect the value of the Property, the continued operations thereof, or Seller’s
ability to consummate the transactions contemplated hereby.


 


(e)           Non-Foreign Entity.  Seller is not a “foreign person” or “foreign
corporation” as those terms are defined in the Internal Revenue Code of 1986,
as amended, and the regulations promulgated thereunder.


 


(f)            Service Contracts.  Seller shall be solely responsible for the
performance of Seller’s obligations under any Service Contracts and Purchaser
shall have no obligations thereunder.


 


(g)           No Assignment/Bankruptcy.  Seller has not (i) made a general assignment
for the benefit of creditors; (ii) filed any voluntary petition in bankruptcy
or suffered the filing of any voluntary petition by its creditors; (iii)
suffered the appointment of a receiver to take possession of all or
substantially all of its assets; or (iv) suffered the attachment or other
judicial seizure of all or substantially all of its assets.


 


18

















 


(h)           Environmental.  Except as set forth in the report listed in Exhibit G:


 


(i)            To Seller’s Knowledge,
there have been no violations of any Environmental Laws at, on or under the
Real Property which have not been corrected in accordance with Environmental
Laws.  To the Seller’s Knowledge, Seller
has received no written notice of any such violations from any governmental
authority of any Environmental Law.


 


(ii)           To Seller’s Knowledge,
except for the two (2) existing 10,000 gallon underground storage tanks, there
are no other underground storage tanks under the Real Property installed for
the purpose of storage of Hazardous Substances (“Tanks”).  Any Tanks which have been removed, to
Seller’s Knowledge, were removed in accordance with any Environmental Laws.
Except as set forth in the report listed in Exhibit G and this subparagraph, to
Seller’s Knowledge, there are no Hazardous Substances located on or beneath the
Real Property or Improvements, and no debris has been buried on the Real
Property.


 


(iii)          To Seller’s Knowledge,
there are no claims, actions or proceedings of any kind pending against the
Seller under Environmental Laws with respect to the Real Property as to which
the Seller has received written notice.


 


(iv)          Seller’s SIC Code is
4813, which presently excludes the Real Property from the definition of an
“industrial establishment” as defined in the Industrial Site Recovery Act,
N.J.S.A. 13:1k-6 et  seq.


 


(i)            Violations of Law.  To Seller’s Knowledge, Seller has not
received any written notice of any violations of any ordinance, regulation, law
or statute of any governmental agency pertaining to the Property or any portion
thereof.


 


(j)            Taking/Condemnation.  Seller has not received any written notice
of, nor does Seller have actual knowledge of, any eminent domain taking or
condemnation affecting all or any part of the Property.


 


(k)           Seller represents that
there are no brokerage contracts or obligations in effect with respect to or
affecting the Property which would be binding on Purchaser.


 


(l)            To Seller’s Knowledge,
there are no unconfirmed or confirmed Assessments affecting the Property.


 


(m)          Except as set forth in
Section 2.4, there are no leases or other rights to possession or occupancy
affecting the Property.


 


(n)           Seller will not, and as
of the Closing has not, entered into any new leases, contracts, or other
undertakings or modified, cancelled, amended or otherwise changed any of the
aforesaid affecting the Property without the express written consent of
Purchaser, except to the extent required pursuant to this Agreement, if any.


 


(o)           Patriot Act. Neither
Seller nor any person or entity holding any legal or beneficial interest
whatsoever in it (whether directly or indirectly), is named on any list of


 


19

















 


persons, entities, and
governments issued by the Office of Foreign Assets Control of the United States
Department of the Treasury (“OFAC”) pursuant to Executive Order 13224 -
Blocking Property and Prohibiting Transactions with Persons Who Commit,
Threaten to Commit, or Support Terrorism (“Executive Order 13224”), as in effect on
the date hereof, or any similar list issued by OFAC or any other department or
agency of the United States of America (collectively, the “OFAC Lists”), or is included
in, owned by, controlled by, acting for or on behalf of, providing assistance,
support, sponsorship, or services of any kind to, or otherwise associated with
any of the persons or entities referred to or described in any OFAC Lists.


 


(p)           Taxes. The Real
Property is not currently subject to any tax abatement, or added or omitted
assessment.


 


(q)           Seller has not received
written notice that any certificate, license or permit with respect to the
Property has been or is threatened to be revoked; or that it fails to possess
any legally required certificate, license or permit.


 


Section 8.2            Purchaser’s
Representations and Warranties.  Purchaser
represents and warrants to Seller the following:


 


(a)           Status.  Purchaser is a corporation, duly organized
and validly existing under the laws of the State of Maryland.


 


(b)           Authority.  The execution and delivery of this Agreement
and the performance of Purchaser’s obligations hereunder have been duly
authorized by all necessary action on the part of Purchaser and this Agreement
constitutes the legal, valid and binding obligation of Purchaser.


 


(c)           Non-Contravention.  The execution and delivery of this Agreement
by Purchaser and the consummation by Purchaser of the transactions contemplated
hereby will not violate any judgment, order, injunction, decree, regulation or
ruling of any court or Authority or conflict with, result in a breach of or
constitute a default under the organizational documents of Purchaser, any note
or other evidence of indebtedness, any mortgage, deed of trust or indenture, or
any lease or other material agreement or instrument to which Purchaser is a
party or by which it is bound.


 


(d)           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 this Agreement by
Purchaser or the performance by Purchaser of the transactions contemplated
hereby.


 


(e)           Patriot Act.  Neither Buyer nor any person or entity
holding any legal or beneficial interest whatsoever in it (whether directly or
indirectly), is named on any OFAC List of persons, entities, and governments
issued by OFAC pursuant to Executive Order 13224 as in effect on the date
hereof, or any similar OFAC Lists issued by OFAC or any other department or
agency of the United States of America, or is included in, owned by, controlled
by, acting for or on behalf of, providing assistance, support, sponsorship, or
services of any kind to, or otherwise associated with any of the persons or
entities referred to or described in any OFAC Lists.


 


20

















 


Section 8.3            Survival of
Representations, Warranties and Covenants. 
The representations
and warranties of Seller set forth in Section 8.1 and/or expressly
stated elsewhere in this Agreement will survive the Closing for a period of
three hundred sixty-five (365) days. 
Seller shall have no liability with respect to any of Seller’s
representations, warranties and covenants herein if, prior to the Closing,
Purchaser has knowledge of any breach of a covenant of Seller herein, or
Purchaser obtains knowledge (from whatever source, as a result of Purchaser’s
due diligence tests, investigations and inspections of the Property, or written
disclosure by Seller or Seller’s agents and employees) that contradicts any of
Seller’s representations, warranties and covenants herein, and Purchaser
nevertheless consummates the transaction contemplated by this Agreement. In the
event the Seller’s representations, and warranties herein are not materially
true, accurate and complete as of the Closing Date, Purchaser may, as
Purchaser’s sole and exclusive remedy, elect by written notice to Seller within
fifteen (15) Business Days after Purchaser obtains knowledge of any breach to
terminate this Agreement, in which event Purchaser will receive from the Escrow
Agent the Earnest Money Deposit together with all interest accrued thereon and
Seller shall pay to Purchaser an amount equal to its reasonable out-of-pocket
expenses incurred by Purchaser such amount not to exceed Five Hundred Thousand
Dollars ($500,000.00), whereupon Seller and Purchaser will have no further
rights or obligations under this Agreement, except with respect to the
Termination Surviving Obligations. The Closing Surviving Obligations and the
Termination Surviving Obligations will survive Closing without limitation.  All other covenants and agreements made or
undertaken by Seller under this Agreement, unless otherwise specifically
provided herein, will not survive the Closing Date but will be merged into the
Deed and other Closing documents delivered at the Closing.


 


ARTICLE IX


CONDITIONS PRECEDENT TO CLOSING


 


Section 9.1            Conditions
Precedent to Obligation of Purchaser. 
The obligation of
Purchaser to consummate the transaction hereunder shall be subject to the
fulfillment on or before the Closing Date of all of the following conditions,
any or all of which may be waived by Purchaser in its sole discretion:


 


(a)           Seller shall have
delivered to Purchaser all of the items required to be delivered to Purchaser
pursuant to the terms of this Agreement, including but not limited to, those
provided for in Section 10.3.


 


(b)           All of the
representations and warranties of Seller contained in this Agreement shall be
true and correct in all material respects as of the date of Closing (with
appropriate modifications permitted under this Agreement or not materially
adverse to Purchaser in Purchaser’s reasonable judgment).


 


(c)           Seller shall have
performed and observed, in all material respects, all covenants and agreements
of this Agreement to be performed and observed by Seller as of the Closing
Date.


 


Section 9.2            Conditions Precedent to Obligation to
Seller.  The obligation
of Seller to consummate the transaction hereunder shall be subject to the
fulfillment on or before the date


 


21

















 


of Closing of all of the
following conditions, any or all of which may be waived by Seller in it sole
discretion:


 


(a)           Seller shall have
received the Purchase Price as adjusted pursuant to, and payable in the manner
provided for, in this Agreement.


 


(b)           Purchaser shall have
delivered to Seller all of the items required to be delivered to Seller
pursuant to the terms of this Agreement, including but not limited to, those
provided for in Section 10.2.


 


(c)           All of the representations
and warranties of Purchaser contained in this Agreement shall be true and
correct in all material respects as of the date of Closing (with appropriate
modifications permitted under this Agreement or not materially adverse to
Seller in Seller’s reasonable judgment).


 


(d)           Purchaser shall have
performed and observed, in all material respects, all covenants and agreements
of this Agreement to be performed and observed by Purchaser as of the Closing
Date.


 


ARTICLE X


CLOSING


 


Section 10.1         Closing.  The
consummation of the transaction contemplated by this Agreement by
delivery of documents and payments of  money shall take place at 10:00
a.m. Eastern Time on the Scheduled Closing Date at the offices of the Seller’s
counsel: Pitney, Hardin, Kipp & Szuch LLP, 200 Campus Drive, Florham Park,
New Jersey 07932.  Seller and Purchaser
shall attend a pre-closing at the office of the Seller’s counsel on May 24,
2004 (“Initial Scheduled Closing Date”). 
In the event the Closing does not occur on June 1, 2004, either party
may schedule a time of the essence closing upon ten (10) days written notice to
the other party.


 


At Closing,
the events set forth in this Article X will occur, it being understood
that the performance or tender of performance of all matters set forth in this Article
X are mutually concurrent conditions which may be waived by the party for
whose benefit they are intended.  The
acceptance of the Deed by Purchaser shall be deemed to be full performance and
discharge of each and every agreement and obligation on the part of the Seller
to be performed hereunder unless otherwise specifically provided herein.


 


Notwithstanding
anything to the contrary contained in this Agreement, in the event that the
Closing does not occur on or before the time of the essence closing date for
any reason other than a Purchaser default, Purchaser shall have the right to
terminate this Agreement by written notice to Seller, in which event, the
Earnest Money Deposit and any interest thereon will be returned to Purchaser
and neither Seller nor Purchaser will have any further obligation under this
Agreement or with respect to the Section 2.2(b) Transactions, except for the
Termination Surviving Obligations or pursuant to Article 13, if
applicable.


 


Section 10.2         Purchaser’s Closing
Obligations.  On the Closing Date, Purchaser, at its
sole cost and expense, will deliver the following items to Seller at Closing as
provided herein:


 


22

















 


(a)           The Purchase Price,
after all adjustments are made as herein provided, by Federal Reserve wire
transfer of immediately available funds, in accordance with the timing and
other requirements of Section 3.3


 


(b)           The
Lease, duly executed by Purchaser;


 


(c)           A
counterpart original of the Assignment of AT&T Wireless License, duly
executed by Purchaser;


 


(d)           Evidence reasonably
satisfactory to Seller that the person executing the Lease on behalf of
Purchaser has full right, power and authority to do so;


 


(e)           A
counterpart original of the Closing Statement, duly executed by Purchaser;


 


(f)            A certificate, dated
as of the date of Closing, stating that the representations and warranties of
Purchaser contained in Section 8.2 are true and correct in all material
respects as of the Closing Date (with appropriate modifications to reflect any
changes therein) or identifying any representation or warranty which is not, or
no longer is, true and correct and explaining the state of facts giving rise to
the change.  In no event shall Purchaser
be liable to Seller for, or be deemed to be in default hereunder if any
representation or warranty is not true and correct in all material respects; provided,
however, that such event shall constitute the non-fulfillment of the
condition set forth in Section 9.2(c). 
If, despite changes or other matters described in such certificate, the
Closing occurs, Purchaser’s representations and warranties set forth in this
Agreement shall be deemed to have been modified by all statements made in such
certificate;


 


(g)           A counterpart original
of the Assignment of Licenses, Permits and Plans in the form attached hereto as
Exhibit K; and


 


(h)           Such other documents as
may be reasonably necessary or appropriate to effect the consummation of the
transaction with is the subject of this Agreement.


 


Section
10.3         Seller’s Closing
Obligations.  At the Closing,
Seller will deliver to Purchaser the following documents:


 


(a)           A bargain and sale deed
with covenants against grantor’s acts attached hereto as Exhibit D (the “Deed”), duly executed and
acknowledged by Seller, conveying to the Purchaser the Real Property and the
Improvements subject only to the Permitted Exceptions;


 


(b)           The
Lease, duly executed by Seller;


 


(c)           A
counterpart original of the Assignment of AT&T Wireless License, duly
executed by Seller;


 


(d)           The
original AT&T Wireless License;


 


23

















 


(e)           Evidence reasonably
satisfactory to the Title Company that the person executing the documents
delivered by Seller pursuant to this Section 10.3 on behalf of Seller
has full right, power, and authority to do so;


 


(f)            A certificate in the
form attached hereto as Exhibit F (“Certificate as to Foreign Status”)
certifying that Seller is not a “foreign person” as defined in Section 1445 of
the Internal Revenue Code of 1986, as amended, as well as any form or other
document required under applicable laws to be executed by Seller in connection
with any transfer tax applicable to the transaction contemplated by this
Agreement;


 


(g)           A certificate, dated as
of the date of Closing, stating that the representations and warranties of
Seller contained in Section 8.1 are true and correct in all material
respects as of the Closing Date (with appropriate modifications to reflect any
changes therein) or identifying any representation or warranty which is not, or
no longer is, true and correct and explaining the state of facts giving rise to
the change.  Except as otherwise
provided in Section 8.3, in no event shall Seller be liable to Purchaser for,
or be deemed to be in default hereunder if any representation or warranty is
not true and correct in all material respects; provided, however,
that such event shall constitute the non-fulfillment of the condition set forth
in Section 9.1(b).  If, despite
changes or other matters described in such certificate, the Closing occurs,
Seller’s representations and warranties set forth in this Agreement shall be
deemed to have been modified by all statements made in such certificate;


 


(h)           Counterparts
of the transfer tax declaration, duly executed by Seller;


 


(i)            All
other Documents not previously delivered to Purchaser which are in Seller’s
possession;


 


(j)            The
original tax bills for the Property;


 


(k)           An
affidavit of title in form reasonably required by the Title Company;


 


(l)            A counterpart original
of the Assignment of Licenses, Permits and Plans in the form attached hereto as
Exhibit K (“Assignment of Licenses, Permits and Plans”);


 


(m)          A
Bill of Sale for the Furniture in the form attached hereto as Exhibit L (“Bill
of Sale”); and


 


(n)           Certificate
of Occupancy or Certificate of Continuing Occupancy, if required by the
municipality.


 


Section 10.4         Prorations.


 


(a)           Seller and Purchaser
agree to adjust, as of 11:59 p.m. on the day preceding the Closing Date (the “Proration Time”), the
following (collectively, the “Proration Items”):


 


(i)            Utility charges
payable by Seller, if any, including, without limitation, electricity, water
charges and sewer charges.  If there are
meters on the Real Property, Seller will cause readings of all said meters to
be performed not more than five (5) days prior to


 


24

















 


the Closing Date, and a per
diem adjustment shall be made for the days between the meter reading date and
the Closing Date based on the most recent meter reading.


 


(ii)           License
fees and any other amounts payable under the AT&T Wireless License, if any.


 


(iii)          Real estate taxes due
and payable for the calendar year.  If
the Closing Date shall occur before the tax rate is fixed, the apportionment of
real estate taxes shall be upon the basis of the tax rate for the preceding
year applied to the latest assessed valuation.


 


(iv)          Any
unconfirmed assessments will be satisfied in full by Seller at Closing.


 


Seller will be
charged and credited for the amounts of all of the Proration Items relating to
the period up to and including the Proration Time, and Purchaser will be
charged and credited for all of the Proration Items relating to the period
after the Proration Time.  The estimated
Closing prorations shall be set forth on a preliminary closing statement to be
prepared by Seller and submitted to Purchaser prior to the Closing Date (the “Closing
Statement”).  The Closing
Statement, once agreed upon, shall be signed by Purchaser and Seller.  The prorations shall be paid at Closing by
Purchaser to Seller (if the prorations result in a net credit to Seller) or by
Seller to Purchaser (if the prorations result in a net credit to Purchaser) by
increasing or reducing the cash to be delivered by Purchaser in payment of the
Purchase Price at the Closing.  If the
actual amounts of the Proration Items are not known as of the Closing Date, the
prorations will be made at Closing on the basis of the best evidence then
available; thereafter, when actual figures are received, re-prorations will be
made on the basis of the actual figures, and a final cash settlement will be
made between Seller and Purchaser.  No
prorations will be made in relation to insurance premiums, and Seller’s
insurance policies will not be assigned to Purchaser.  Final readings and final billings for utilities will be made if
possible as of the Closing Date, in which event no proration will be made at
the Closing with respect to utility bills. 
Seller will be entitled to all deposits presently in effect with the
utility providers, and Purchaser will be obligated to make its own arrangements
for any deposits with the utility providers. 
The provisions of this Section 10.4(a) will survive the Closing
for twelve (12) months.


 


Section 10.5         Costs of Title Company
and Closing Costs.  Costs of the
Title Company and other Closing costs incurred in connection with the Closing
will be allocated as follows:


 


(a)           Seller shall pay (i)
Seller’s attorney’s fees, (ii) all transfer and conveyance taxes and (iii)
one-half (1/2) of escrow fees, if any.


 


(b)           Purchaser shall pay (i)
the costs of recording the Deed to the Property and all other documents; (ii)
the cost of the premium for the Title Policy and all title searches; (iii) all
costs of any additional coverage under the Title Policy or endorsements or
deletions to the Title Policy that are desired by Purchaser,  and not required to be provided by Seller to
address title defects as may be imposed pursuant to Sections 6.1 or 6.4; (iv)
all premiums and other costs for any mortgagee policy of title insurance, if
any, including but not limited to any endorsements or deletions; (v)
Purchaser’s attorney’s fees; (vi) one-half (1/2) of escrow fees, if any and
(vii) the costs of the Survey as provided for in Section 6.2.


 


25

















 


(c)           Any other costs and
expenses of Closing not provided for in this Section 10.5 shall be
allocated between Purchaser and Seller in accordance with the custom in the
area in which the Property is located.


 


ARTICLE XI


CONDEMNATION AND CASUALTY


 


Section 11.1         Casualty.  If, prior
to the Closing Date, the Real Property and Improvements are destroyed or
damaged by fire or other casualty in whole or in part, Seller will notify
Purchaser of such casualty and Seller shall have the option to either: (i)
restore the damage prior to Closing, or (ii) proceed to Closing and provide
Purchaser with an assignment of all money received or receivable under any
insurance polices and, to the extent the loss or damage is not covered by
insurance, or to the extent of any deductibles, Seller shall pay or credit at
Closing Purchaser an amount equal to the reasonable costs of repairing or
restoring the damage.


 


Section 11.2         Condemnation of
Property.


 


In the event
of any actual or threatened condemnation of all or any Significant Portion of
the Real Property and Improvements prior to the Closing, Purchaser shall have
the option to terminate this Agreement by serving written notice to Seller
within thirty (30) days after receipt of notice of such condemnation. If this
Agreement is terminated by Purchaser pursuant to this Section 11.2, the Earnest
Money Deposit and all interest accrued thereon will be returned to Purchaser
and thereafter neither Seller nor Purchaser will have any further rights or
obligations to the other hereunder or with respect to the Section 2.2(b)
Transactions except with respect to the Termination Surviving Obligations.  If Purchaser elects not to terminate this
Agreement in accordance with this Section 11.2, Seller will assign to Purchaser
any and all claims for the proceeds of such condemnation or sale to the extent
the same are applicable to the Property, and Purchaser will take title to the
Property with the assignment of such proceeds and subject to such condemnation
and without reduction of the Purchase Price. Notwithstanding anything to the
contrary herein, if any eminent domain or condemnation proceeding is instituted
(or notice of same is given) solely for the taking of any subsurface rights for
utility easements or for any right-of-way easement, and the surface may, after
such taking, be used in substantially the same manner as though such rights
have not been taken, Purchaser will not be entitled to terminate this Agreement
as to any part of the Property, but any award resulting therefrom will be
assigned to Purchaser at Closing and will be the exclusive property of
Purchaser upon Closing.


 


ARTICLE XII


CONFIDENTIALITY


 


Section 12.1         Confidentiality.  Seller and Purchaser each expressly
acknowledge and agree that the transactions contemplated by this Agreement and
the terms, conditions, and negotiations concerning the same will be held in the
strictest confidence by each of them until Closing and will not be disclosed by
either of them except to their respective legal counsel, accountants,
consultants, officers, partners, directors, and shareholders, and except and
only to the extent that such disclosure may be necessary for their respective
performances hereunder.  Purchaser
further acknowledges and agrees that, unless and until the Closing occurs, all
information obtained by Purchaser in connection with the Property will not be
disclosed by


 


26

















 


Purchaser to any third persons
without the prior written consent of Seller, except as otherwise provided in
this Agreement.  Nothing contained in
this Article XII will preclude or limit either party to this Agreement
from disclosing or accessing any information otherwise deemed confidential
under this Article XII response to lawful process or subpoena or other
valid or enforceable order of a court of competent jurisdiction or any filings
with governmental authorities required by reason of the transactions provided
for herein pursuant to an opinion of counsel. 
Nothing in this Article XII will negate, supersede or otherwise
affect the obligations of the parties under the Right of Access and
Confidentiality Agreement.  In addition,
prior to or as a part of the Closing, any press release with respect to the
sale contemplated herein or any matters set forth in this Agreement will be
made only in the form approved by both parties and their respective counsel,
which approval shall not be unreasonably withheld or delayed.  The parties and their respective counsel
hereby approve the post-closing issuance of a press release substantially in
the form attached hereto as Exhibit M, attached hereto and made a part
hereof.  The provisions of this Article
XII will survive any termination of this Agreement.


 


ARTICLE XIII


REMEDIES


 


Section 13.1         Default by Seller.  In
the event the Closing and the transactions contemplated hereby do not
occur as herein provided by reason of any default of Seller, Purchaser may, as
Purchaser’s sole and exclusive remedy, elect by written notice to Seller within
fifteen (15) Business Days following the Scheduled Closing Date, either of the
following: (a) terminate this Agreement, in which event Purchaser will receive
from the Escrow Agent the Earnest Money Deposit together with all interest
accrued thereon and Seller pay to Purchaser an amount equal to its reasonable
out-of-pocket expenses incurred by Purchaser such amount not to exceed Five
Hundred Thousand Dollars ($500,000.00), whereupon Seller and Purchaser will
have no further rights or obligations under this Agreement, except with respect
to the Termination Surviving Obligations; or (b) seek to enforce specific
performance of Seller’s obligations hereunder. Notwithstanding the foregoing, in the event the Closing and the
transactions contemplated hereby do not occur as herein provided by reason of
any willful material default of Seller, Purchaser and Seller agree that
Purchaser may, as Purchaser’s sole and exclusive remedy, elect by written
notice to Seller within thirty (30) Business Days following the Scheduled
Closing Date, either of the following: (a) terminate this Agreement, in which
event Purchaser will receive from the Escrow Agent the Earnest Money Deposit
together with all interest accrued thereon and Seller shall pay to Purchaser an
amount equal to Five Hundred Thousand Dollars ($500,000.00) as the full, agreed
and liquidated damages for Seller’s default and failure to complete the sale of
the Property, whereupon this Agreement will terminate and Seller and Purchaser
will have no further rights or obligations hereunder, except with respect to
the Termination Surviving Obligations; or (b) seek to enforce specific
performance of Seller’s obligations hereunder. Except as provided in this
Section with regard to out-of pocket expenses and the liquidated damages in the
event of a willful material default by Seller, Purchaser expressly waives its
rights to seek damages in the event of Seller’s default hereunder.  Purchaser shall be deemed to have elected to
terminate this Agreement and receive back the Earnest Money Deposit if
Purchaser fails to file suit for specific performance against Seller in a court
having jurisdiction in the county and state in which the Property is located or
provide Seller with notice of a willful material default, on or before ninety
(90) days following the Scheduled Closing Date.


 


27

















 


Section 13.2         Default
by Purchaser.  In the event the
Closing and the consummation of the transactions contemplated herein do not
occur as provided herein by reason of any default of Purchaser, Purchaser and
Seller agree it would be impractical and extremely difficult to fix the damages
which Seller may suffer.  Purchaser and
Seller hereby agree that (a) an amount equal to the Earnest Money Deposit, together
with all interest accrued thereon, is a reasonable estimate of the total net
detriment Seller would suffer in the event Purchaser defaults and fails to
complete the purchase of the Property, and (b) such amount will be the full,
agreed and liquidated damages for Purchaser’s default and failure to complete
the purchase of the Property, and will be Seller’s sole and exclusive remedy
(whether at law or in equity) for any default of Purchaser resulting in the
failure of consummation of the Closing, whereupon this Agreement will terminate
and Seller and Purchaser will have no further rights or obligations hereunder,
except with respect to the Termination Surviving Obligations.  The payment of such amount as liquidated
damages is not intended as a forfeiture or penalty but is intended to constitute
liquidated damages to Seller. 
Notwithstanding the foregoing, nothing contained herein will limit
Seller’s remedies at law, in equity or as herein provided in the event of a
breach by Purchaser of any of the Termination Surviving Obligations.


 


ARTICLE XIV


NOTICES


 


Section 14.1         Notices.


 


(a)           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:


 


If to Seller:                             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)


 


28

















 


If to Purchaser:                     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)


 


If to Escrow Agent:                             Attn: Pete Doyle


Lawyers Title Insurance Corp.


655 Third Avenue, 11th Floor


New York, NY 10017


212-949-0100 (tele)


:212-697-0286 (fax)


 


(b)           Notices given by
overnight delivery service as aforesaid shall be deemed received and effective
on receipt or refusal to accept delivery. 
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.


 


ARTICLE XV


ASSIGNMENT AND BINDING EFFECT


 


Section 15.1         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, Purchaser may not
assign this Agreement or any of Purchaser’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 Purchaser from any of its obligations hereunder.  As used herein, a “Permitted Assignee”
shall mean an Affiliate of Purchaser. As used herein, an “Affiliate”
shall refer to an entity that is controlled by the same entity that controls
Purchaser, is controlled by Purchaser or Mack-Cali Realty L.P., or controls
Purchaser.  The terms “control,”
“controlled by,” or “in common control with”  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


 


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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.


 


ARTICLE XVI


BROKERAGE


 


Section 16.1         Brokers.  Purchaser and Seller represent that they
have not dealt with any brokers, finders or salesmen, in connection with this
transaction and agree to indemnify, defend and hold each other harmless from
and against any and all loss, cost, damage, liability or expense, including
reasonable attorneys’ fees, which either party may sustain, incur or be exposed
to by reason of any claim for fees or commissions made through the other party.  The provisions of this Article XVI
will survive any Closing or termination of this Agreement.


 


ARTICLE XVII


ESCROW AGENT


 


Section 17.1         Escrow.


 


(a)           Escrow Agent will hold
the Earnest Money Deposit in escrow in an interest bearing account of the type
generally used by Escrow Agent for the holding of escrow funds until the
earlier of (i) the Closing, or (ii) the termination of this Agreement in
accordance with any right hereunder.  In
the event Purchaser has not terminated this Agreement by the end of the
Evaluation Period, the Earnest Money Deposit shall be non-refundable to
Purchaser, but shall be credited against the Purchase Price at the
Closing.  All interest earned on the
Earnest Money Deposit shall be paid to the party entitled to the Earnest Money
Deposit.  In the event this Agreement is
terminated prior to the expiration of the Evaluation Period or as otherwise
provided for in accordance with the terms and provisions of this Agreement, the
Earnest Money Deposit and all interest accrued thereon will be returned by the
Escrow Agent to the Purchaser.  In the
event the Closing occurs, the Earnest Money Deposit and all interest accrued
thereon will be released to Seller, and Purchaser shall receive a credit
against the Purchase Price in the amount of the Earnest Money Deposit, without
the interest.  In all other instances,
Escrow Agent shall not release the Earnest Money Deposit to either party until
Escrow Agent has been requested by Seller or Purchaser to release the Earnest
Money Deposit and has given the other party five (5) Business Days to dispute,
or consent to, the release of the Earnest Money Deposit.  Seller represents that its tax
identification number, for purposes of reporting the interest earnings, is
13-4924710.  Purchaser represents that
its tax identification number, for purposes of reporting the interest earnings,
is 22-3305147.


 


(b)           Escrow Agent shall not
be liable to any party for any act or omission, except for bad faith, gross
negligence or willful misconduct, and the parties agree to indemnify Escrow
Agent and hold Escrow Agent harmless from any and all claims, damages, losses
or expenses arising in connection herewith. 
The parties acknowledge that Escrow Agent is acting solely as
stakeholder for their mutual convenience. 
In the event Escrow Agent receives written notice of a dispute between
the parties with respect to the Earnest Money Deposit and the interest earned
thereon (the “Escrowed Funds”), Escrow Agent shall not be bound to release
and deliver the Escrowed Funds to either party but may either (i) continue to
hold the Escrowed Funds until


 


30

















 


otherwise directed in a writing
signed by all parties hereto or (ii) deposit the Escrowed Funds with the clerk
of any court of competent jurisdiction. 
Upon such deposit, Escrow Agent will be released from all duties and
responsibilities hereunder.  Escrow
Agent shall have the right to consult with separate counsel of its own choosing
(if it deems such consultation advisable) and shall not be liable for any
action taken, suffered or omitted by it in accordance with the advice of such
counsel.


 


I               Escrow Agent shall
not be required to defend any legal proceeding which may be instituted against
it with respect to the Escrowed Funds, the Property or the subject matter of
this Agreement unless requested to do so by Purchaser or Seller and is
indemnified to its satisfaction against the cost and expense of such
defense.  Escrow Agent shall not be
required to institute legal proceedings of any kind and shall have no
responsibility for the genuineness or validity of any document or other item
deposited with it or the collectibility of any check delivered in connection
with this Agreement.  Escrow Agent shall
be fully protected in acting in accordance with any written instructions given
to it hereunder and believed by it to have been signed by the proper parties.


 


ARTICLE XVIII


MISCELLANEOUS


 


Section 18.1         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.


 


Section 18.2         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 18.2 shall survive the entry of any judgment,
and shall not merge, or be deemed to have merged, into any judgment.


 


Section 18.3         Construction.  Headings at the beginning of each article
and section are solely for the convenience of the parties and are not a part of
this Agreement.  Whenever required by
the context of this Agreement, the singular will include the plural and the
masculine will include the feminine and vice versa.  This Agreement will not be construed as if it had been prepared
by one of the parties, but rather as if both parties had prepared the
same.  All exhibits and schedules
referred to in this Agreement are attached and incorporated by this reference,
and any capitalized term used in any exhibit or schedule which is not defined
in such exhibit or schedule will have the meaning attributable to such term in
the body of this Agreement.  In the


 


31

















 


event the date on which
Purchaser or Seller is required to take any action under the terms of this
Agreement is not a Business Day, the action will be taken on the next
succeeding Business Day.


 


Section 18.4         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.


 


Section 18.5         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.


 


Section 18.6         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 written instrument,
signed by the party to be charged or by its agent duly authorized in writing,
or as otherwise expressly permitted herein or in the Right of Access and
Confidentiality Agreement.


 


Section 18.7         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.  SELLER AND PURCHASER 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.


 


Section 18.8         No Recording.  The parties hereto agree that neither this
Agreement nor any affidavit or memorandum concerning it will be recorded and
any recording of this Agreement or any such affidavit or memorandum by
Purchaser will be deemed a default by Purchaser hereunder; provided, however,
that Purchaser may record a Notice of Settlement or file a lis pendens in the
event it institutes a suit for specific performance.


 


Section 18.9         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.


 


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Section 18.10       Exhibits.  The
following sets forth a list of Exhibits to the Agreement:


 


	
  Exhibit A

  	
   

  	
  Legal
  Description of Real Property

  
	
  Exhibit B

  	
   

  	
  Lease

  
	
  Exhibit C

  	
   

  	
  Permitted
  Exceptions

  
	
  Exhibit D

  	
   

  	
  Form of Deed

  
	
  Exhibit E

  	
   

  	
  Suits and
  Proceedings

  
	
  Exhibit F

  	
   

  	
  Certificate
  as to Foreign Status

  
	
  Exhibit G

  	
   

  	
  List of
  Environmental Reports

  
	
  Exhibit H

  	
   

  	
  AT&T
  Wireless License

  
	
  Exhibit I

  	
   

  	
  Assignment
  of AT&T Wireless License

  
	
  Exhibit J

  	
   

  	
  Intentionally
  Omitted

  
	
  Exhibit K

  	
   

  	
  Assignment
  of Plans, Permits and Licenses

  
	
  Exhibit L

  	
   

  	
  Bill of Sale

  
	
  Exhibit M

  	
   

  	
  Press
  Release

  



 


Section 18.11       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 Seller and Purchaser with respect
to the Property to be conveyed as contemplated hereby.


 


Section 18.12       Limitations
on Benefits.  It is the explicit
intention of Purchaser and Seller that no person or entity other than Purchaser
and Seller 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, Purchaser and Seller 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 Purchaser and Seller expressly reject any such intent,
construction or interpretation of this Agreement.


 


Section 18.13       Discharge
of Obligations.  The acceptance
of the Deed by Purchaser shall be deemed to be a full performance and discharge
of every representation and warranty made by Seller herein and every agreement
and obligation on the part of Seller to be performed pursuant to the provisions
of this Agreement, except those which are herein specifically stated to survive
the Closing.


 


Section
18.14       Non-Liability.


 


(a)           Notwithstanding
anything to the contrary contained in this Agreement, no director, officer,
employee, shareholder, member, manager, partner or agent of Seller nor any of
the directors, officers, employees, shareholders, members, managers, partners


 


33

















 


or agents of any of the
directors, officers, employees, shareholders, members, managers, partners or
agents of Seller nor any other person, partnership, corporation or trust, as
principal of Seller, whether disclosed or undisclosed (collectively, the “Seller
Exculpated Parties”) shall have any personal obligation or liability
hereunder, and Purchaser shall not seek to assert any claim or enforce any of
its rights hereunder against any Seller Exculpated Party.


 


(b)           Notwithstanding
anything to the contrary contained in this Agreement, no director, officer,
employee, shareholder, member, manager, partner or agent of Purchaser nor any
of the directors, officers, employees, shareholders, members, managers,
partners or agents of any of the directors, officers, employees, shareholders,
members, managers, partners or agents of Purchaser nor any other person,
partnership, corporation or trust, as principal of Purchaser, whether disclosed
or undisclosed (collectively, the “Purchaser Exculpated Parties”) shall
have any personal obligation or liability hereunder, and Purchaser shall not
seek to assert any claim or enforce any of its rights hereunder against any
Purchaser Exculpated Party.


 


Section 18.15  Waiver of Jury Trial. 
PURCHASER AND SELLER 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 PURCHASER AND SELLER, AND IS INTENDED TO
ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A
TRIAL BY JURY WOULD OTHERWISE ACCRUE. 
SELLER OR PURCHASER, AS APPLICABLE, IS HEREBY AUTHORIZED TO FILE A COPY
OF THIS SECTION IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY
PURCHASER OR SELLER, AS APPLICABLE.


 


[SIGNATURE BLOCKS ON NEXT PAGE]


 


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IN WITNESS WHEREOF, Seller
and Purchaser have respectively executed this Agreement as of the Effective
Date.


 


 


	
  Date
  Executed:

  	
   

  	
  SELLER:

  
	
   

  	
   

  	
   

  
	
  April 2,
  2004

  	
   

  	
  AT&T
  CORP., a New York corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Jack
  Colasurdo

  	
   

  
	
   

  	
   

  	
  Name:  Jack Colasurdo

  
	
   

  	
   

  	
  Title:   Global Real Estate Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PURCHASER:

  
	
   

  	
   

  	
   

  
	
  April 2,
  2004

  	
   

  	
  Mack-Cali
  Realty Corporation, a Maryland

  
	
   

  	
   

  	
  corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Mitchell
  E. Hersh

  	
   

  
	
   

  	
   

  	
  Name:
  Mitchell E. Hersh

  
	
   

  	
   

  	
  Title: Chief
  Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ESCROW AGENT:

  
	
   

  	
   

  	
   

  
	
  April 5,
  2004

  	
   

  	
  Lawyers
  Title Insurance Corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Craig S.
  Feder

  	
   

  
	
   

  	
   

  	
    Name:   Craig S. Feder

  
	
   

  	
   

  	
    Title:   Vice President

  
							



 


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