ARTICLE XV PREPAYMENT
95
Section 15.01.Prepayment
95
Section 15.02.Release of Project
96
ARTICLE XVI ENVIRONMENTAL COMPLIANCE
97
Section 16.01.Covenants, Representations and Warranties
97
ARTICLE XVII COOPERATION; SECONDARY MARKET TRANSACTION
101
Section 17.01.Cooperation
101
Section 17.02.Use of Information
102
Section 17.03.Borrower Obligations Regarding Disclosure Documents
102
Section 17.04.Borrower Indemnity Regarding Filings
103
Section 17.05.Indemnification Procedure
103
Section 17.06.Contribution
104
Section 17.07.Rating Surveillance
104
Section 17.08.Severance of Loan
104
Section 17.09.Overriding Provision
105
ARTICLE XVIII MISCELLANEOUS
105
Section 18.01.Right of Entry
105
Section 18.02.Cumulative Rights
105
Section 18.03.Liability
105
Section 18.04.Exhibits Incorporated
105
Section 18.05.Severable Provisions
106
Section 18.06.Duplicate Originals
106
Section 18.07.No Oral Change
106
iii
Section 18.08.Waiver of Counterclaim, Etc
106
Section 18.09.Headings; Construction of Documents; Inconsistency; etc
106
Section 18.10.Sole Discretion of Lender
106
Section 18.11.Waiver of Notice
107
Section 18.12.Binding Effect
107
Section 18.13.Applicable Law
107
Section 18.14.Intentionally Deleted
108
Section 18.15.Actions and Proceedings
108
Section 18.16.Usury Laws
108
Section 18.17.Remedies of Borrower
108
Section 18.18.Offsets, Counterclaims and Defenses
108
Section 18.19.No Merger
109
Section 18.20.Restoration of Rights
109
Section 18.21.Waiver of Statute of Limitations
109
Section 18.22.Intentionally Deleted
109
Section 18.23.Application of Default Rate Not a Waiver
109
Section 18.24.Intentionally Deleted
109
Section 18.25.No Joint Venture or Partnership
109
Section 18.26.Time of the Essence
109
Section 18.27.Borrower's Obligations Absolute
110
Section 18.28.Publicity
110
Section 18.29.Lender Authority
110
Section 18.30.[Reserved]
110
Section 18.31.[Reserved]
110
Section 18.32.Exculpation
111
EXHIBITS
EXHIBIT A
Description of Projects
EXHIBIT B
Summary of Reserves
EXHIBIT B-1
Square Footages of the Projects
EXHIBIT D
Initial Allocated Loan Amount
EXHIBIT E
Environmental Reports
EXHIBIT F
List of Permitted Fund Managers
EXHIBIT G
Schedule of Liabilities (Section 2.02(g)(xii))
EXHIBIT H
Schedule of Outstanding Work Obligations under Space Leases (Section
2.05(o)(iv))
EXHIBIT I
Schedule of Collective Bargaining Agreements (Section 2.02(u))
EXHIBIT J
Form of Cash Flow Statement (Section 2.09(c))
EXHIBIT K
Organizational Chart
iv
AMENDED AND RESTATED
LOAN AGREEMENT
This AMENDED AND RESTATED LOAN AGREEMENT (this "Agreement") is made as of April
29, 2009, by and between THE ENTITIES SIGNATORY TO THIS AGREEMENT, each of which
is a Delaware limited liability company and each of which has its chief
executive office at c/o Mack-Cali Realty Corporation, 343 Thornall Street,
Edison, New Jersey 08837, Attention: Mitchell E. Hersh (collectively,
hereinafter referred to as "Borrower"), jointly and severally, and GRAMERCY
WAREHOUSE FUNDING I LLC, a Delaware limited liability company, having an address
at 420 Lexington Avenue, New York, New York
10170, Attention:
Robert Foley
(hereinafter referred to as "Lender").
W I T N E S S E T H :
WHEREAS, on May 9, 2006 (the "Original Date"), Lender and Borrower entered into
that certain Loan Agreement, dated the Original Date (the "Original
Loan Agreement") pursuant to which Lender made a loan (the "Loan") in the
principal amount of $90,286,551 (the "Loan Amount") to Borrower evidenced by a
Note made by Borrower to Lender also dated the Original Date for an original
principal amount equal to the Loan Amount (the "Original Note") and secured by,
among other things,